HomeMy WebLinkAboutAON Risk Consultants, Inc. - 2017-01-01PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
AON RISK CONSULTANTS, INC.
FOR
ACTUARIAL SERVICES FOR SELF -INSURED WORKERS' COMPENSATION
AND LIABILITY PROGRAMS
THIS AGREEMENT ("Agreement") made and entered into by and between the City
of Huntington Beach, a municipal corporation of the State of California, hereinafter referred
to as "CITY," and Aon Risk Consultants, an Illinois corporation, hereinafter referred to as
"CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide
actuarial services for self -insured workers' compensation and liability programs; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional
service contracts has been complied with; and
CONSULTANT has been selected to perform said services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A,"
which is attached hereto and incorporated into this Agreement by this reference. These
services shall sometimes hereinafter be referred to as "PROJECT."
CONSULTANT hereby designates Mujtaba Datoo, who shall represent it and be
its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with
CONSULTANT in the performance of this Agreement.
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3. TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of the
CONSULTANT are to commence on January 1, 2017 (the "Commencement Date").
This Agreement shall automatically terminate three (3) years from the Commencement
Date, unless extended or sooner terminated as provided herein. All tasks specified in
Exhibit "A" shall be completed no later than three (3) years from the Commencement
Date. The time for performance of the tasks identified in Exhibit "A" are generally to be
shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if
mutually agreed by the CITY and CONSULTANT.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein,
CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified
in Exhibit "B," which is attached hereto and incorporated by reference into this
Agreement, a fee, including all costs and expenses, not to exceed Nineteen Thousand
Five Hundred Dollars ($19,500).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit
"A," or changes in the scope of services described in Exhibit "A," CONSULTANT will
undertake such work only after receiving written authorization from CITY. Additional
compensation for such extra work shall be allowed only if the prior written approval of
CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be pursuant to the terms of Exhibit "B."
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7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and
other documents, shall belong to CITY, and CONSULTANT shall turn these materials
over to CITY upon expiration or termination of this Agreement or upon PROJECT
completion, whichever shall occur first. These materials may be used by CITY as it sees
fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and
volunteers from and against any and all claims, damages, losses, expenses, judgments,
demands and defense costs (including, without limitation, costs and fees of litigation of
every nature or liability of any kind or nature) arising out of or in connection with
CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged
negligent) performance of this Agreement or its failure to comply with any of its
obligations contained in this Agreement by CONSULTANT, its officers, agents or
employees except such loss or damage which was caused by the sole negligence or
willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and
expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as limitation upon the amount of indemnification
to be provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish e to CITY a professional liability
policy covering the work performed by it hereunder. This policy shall provide coverage
for CONSULTANT's professional liability in an amount not less than One Million
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Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned
insurance shall not contain a self -insured retention without the express written consent of
CITY; however, an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00)
or less is permitted. A claims -made policy shall be acceptable if the policy further
provides that:
A. The policy retroactive date coincides with or precedes the initiation
of the scope of work (including subsequent policies purchased as
renewals or replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents
that might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance
during the required extended period of coverage following PROJECT completion. If
insurance is terminated for any reason, CONSULTANT agrees to purchase an extended
reporting provision of at least two (2) years to report claims arising from work performed
in connection with this Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance
required by this section or fails or refuses to furnish the CITY with required proof that
insurance has been procured and is in force and paid for, the CITY shall have the right,
at the CITY's election, to forthwith terminate this Agreement. Such termination shall not
affect CONSULTANT's right to be paid for its time and materials expended prior to
notification of termination. CONSULTANT waives the right to receive compensation
and agrees to indemnify the CITY for any work performed prior to approval of insurance
by the CITY.
10. CERTIFICATE OF 1NSURAN
Prior to commencing performance of the work hereunder,
CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of
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the City Attorney evidencing the foregoing insurance coverages as required by this
Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. shall promise to provide that such policy shall not be suspended,
voided or canceled by either party, reduced in coverage or in limits
except after thirty (30) days' prior written notice; however, ten (10
days' prior written notice in the event of cancellation for
nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverages shall
not derogate from CONSULTANT's defense, hold harmless and indemnification
obligations as set forth in this Agreement. CITY or its representative shall at all
times have the right to demand the original or a copy of the policy of insurance.
CONSULTANT shall pay, in a prompt and timely manner, the premiums on the
insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of
this Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and
all payment of all taxes, social security, state disability insurance compensation,
unemployment compensation and other payroll deductions for CONSULTANT and its
officers, agents and employees and all business licenses, if any, in connection with the
PROJECT and/or the services to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and
workmanlike manner. Either party may terminate this Agreement upon thirty (30) days'
notice, with or without cause, and whether or not PROJECT is fully complete. Any
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termination of this Agreement by CITY shall be made in writing, notice of which shall be
delivered to CONSULTANT as provided herein. In the event of termination, all finished
and unfinished documents, exhibits, reports, and evidence shall, at the option of CITY,
become its property and shall be promptly delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder
shall not be assigned, delegated or subcontracted by CONSULTANT to any other person
or entity without the prior express written consent of CITY. If an assignment, delegation
or subcontract is approved, all approved assignees, delegates and subconsultants must
satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or
material produced as a result of this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY
employee in the work performed pursuant to this Agreement. No officer or employee of
CITY shall have any financial interest in this Agreement in violation of the applicable
provisions of the California Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be
given either by personal delivery to CONSULTANT's agent (as designated in Section 1
hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a
sealed envelope, postage prepaid, and depositing the same in the United States Postal
Service, to the addresses specified below. CITY and CONSULTANT may designate
different addresses to which subsequent notices, certificates or other communications will
be sent by notifying the other party via personal delivery, a reputable overnight carrier or
U. S. certified mail -return receipt requested:
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TO CITY:
City of Huntington Beach
ATTN: Patti Williams
2000 Main Street
Huntington Beach, CA 92648
17. CONSENT
TO CONSULTANT:
Aon Risk Consultants, Inc.
ATTN: Mujtaba Datoo
17875 Von Karman Avenue, Suite 300
Irvine, CA 92614
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a
consent/approval to any subsequent occurrence of the same or any other transaction or
event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be
valid unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and
descriptive phrases at the beginning of the various sections in this Agreement are merely
descriptive and are included solely for convenience of reference only and are not
representative of matters included or excluded from such provisions, and do not interpret,
define, limit or describe, or construe the intent of the parties or affect the construction or
interpretation of any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed
as a whole, according to its fair meaning, and not strictly for or against any of the parties.
If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate
or affect the remaining covenants and provisions of this Agreement. No covenant or
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provision shall be deemed dependent upon any other unless so expressly provided here.
As used in this Agreement, the masculine or neuter gender and singular or plural number
shall be deemed to include the other whenever the context so indicates or requires.
Nothing contained herein shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision contained
herein and any present or future statute, law, ordinance or regulation contrary to which
the parties have no right to contract, then the latter shall prevail, and the provision of this
Agreement which is hereby affected shall be curtailed and limited only to the extent
necessary to bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been
prepared and signed in counterparts as duplicate originals, each of which so executed
shall, irrespective of the date of its execution and delivery, be deemed an original. Each
duplicate original shall be deemed an original instrument as against any party who has
signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the
immigration and naturalization laws of the United States and shall, in particular, comply
with the provisions of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of
any subcontractor work involving legal services, and that such legal services are
expressly outside the scope of services contemplated hereunder. CONSULTANT
understands that pursuant to Huntington Beach City Charter Section 309, the City
Attorney is the exclusive legal counsel for CITY; ad CITY shall not be liable for payment
of any legal services expenses incurred by CONSULTANT.
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24. ATTORNEY' S FEES
In the event suit is brought by either party to construe, interpret and/or
enforce the terms and/or provisions of this Agreement or to secure the performance
hereof, each party shall bear its own attorney's fees, such that the prevailing party shall
not be entitled to recover its attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context
survive the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the
laws of the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow
has the power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in
the event that such authority or power is not, in fact, held by the signatory or is
withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this
Agreement freely and voluntarily following extensive arm's length negotiation, and that
each has had the opportunity to consult with legal counsel prior to executing this
Agreement. The parties also acknowledge and agree that no representations,
inducements, promises, agreements or warranties, oral or otherwise, have been made by
that party or anyone acting on that party's behalf, which are not embodied in this
Agreement, and that that party has not executed this Agreement in reliance on any
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representation, inducement, promise, agreement, warranty, fact or circumstance not
expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain
the entire agreement between the parties respecting the subject matter of this Agreement,
and supersede all prior understandings and agreements whether oral or in writing between
the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City
Attorney. This Agreement shall expire when terminated as provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized offices.
CONTRACTOR:
AON RISK CONSULTANTS, an Illinois
corporation
By: Zt"
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AND
By:
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ITS: (circle one) Secretary/Chief Financial Officer/Asst.
Secretary - Treasurer
CITY OF HUNTINGTON BEACH, a
municipal co ration o the State of
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14�1' A—,;, Director/Chief
(Pursuant to HBA1C §3.03.100)
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RECEIVE AND FILE:
W-11 I'lity Clerk
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17-5950/163320 10
EXHIBIT A
Has
Aon Risk Consultants, Inc. Proposal for Actuarial Services
Risk, Reinsurance, Human Resources.
AON
Empower Results"
Introduction........................................................................................................................ 3
Scopeof Work....................................................................................................................
3
ProjectTeam and Roles....................................................................................................
5
ProfessionalFees..............................................................................................................
5
Duration............................................................................................................................
5
Payment...........................................................................................................................
5
ProjectRisks......................................................................................................................
6
Representations and Warranties
......................................................................................6
Relationship........................................................................................................................
7
Confidentiality....................................................................................................................
7
ClientResponsibility..........................................................................................................8
Limitationof Liability.........................................................................................................8
NoSolicitation....................................................................................................................
9
Ownership........................................................................................................................10
EntireProposal.................................................................................................................10
ProposalAcceptance.......................................................................................................11
Aon Risk Consultants, Inc. I Actuarial & Analytics
Proprietary & Confidential AQv 2
Aon Risk Consultants, Inc. (AGRC) is pleased to submit this proposal to provide services to the City of Huntington
Beach (Client) for actuarial services for its self -insured workers' compensation and liability programs.
The goal of our actuarial services will be to estimate the outstanding liabilities for the workers compensation and
liability programs and project ultimate losses for the upcoming year.
LAM; Uf Work
The scope shown below is for work as of September 30, 2016. Dates for work completed in subsequent years
will be rolled forward by one year. Specifically, the work will provide (separately for workers compensation and
liability):
• Estimate Outstanding Losses. Estimate outstanding losses (including allocated loss adjustment expenses
[ALAE]) for each fiscal year as of September 30, 2016.
• Project Ultimate Limited Losses for 2016/17 and 2017/18. The projected ultimate limited losses are the
accrual value of losses with accident dates in 2016/17 and 2017/18, regardless of report or payment date.
The amounts are limited to the self -insured retention.
• Project Losses Paid during 2016/17 and 2017/18. The projected losses paid are the claims disbursements
during 2016/17 and 2017/18, regardless of accident or report date. The amounts are limited to the self -
insured retention.
These actuarial services will result in the production of the following deliverable:
• The conclusions of our work will be in a written report for the Client. The report will be designed to be easily
understood by non -actuaries. It will contain a technical section with sufficient information to support all
conclusions and facilitate future analysis.
Project Work Steps
To accomplish the objective, AGRC proposes the following work steps:
1. Collect Data — The analysis will require historical loss and exposure data as well as a complete description
of the past and present insurance programs.
2. Compile Data — The data received from all services will be compiled and reviewed for reasonableness and
consistency.
3. Perform Analysis — An analysis will be done addressing the items listed above in "Scope of Services".
4. Draft Report — A report will be written clearly and concisely presenting our conclusions and
recommendations.
5. Peer Review — A professional peer review of the draft report will be performed by another qualified
professional.
6. Distribute Draft Report — The draft report will be distributed and discussed with Client.
7. Corrections and/or Additions - Any items highlighted in discussions of the draft report will be addressed.
8. Distribute Final Report — The report will be finalized with signatures affixed.
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Required Data
Based on our current understanding of the project, we anticipate that the following items would be needed to
complete the project:
Detailed descriptions of insurance programs for all accident years within the scope of the project. These
descriptions should include any per occurrence retentions and should specify whether coverage was
provided on a claims made or occurrence basis.
• Individual claim data (paid and incurred loss amounts) for all accident years and for all lines of business as
of a current evaluation date.
• Current and historical exposure information.
Timetable
We anticipate the draft report will be completed within four weeks of receiving all data.
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Colleagues expected to work on this project include:
Mjtaba Datoo Mr. Datoo, Actuarial Practice Leader at AGRC, will lead the actuarial work. He is an
ACAS, MAAA, FCA Associate of the Casualty Actuarial Society, a Member of the American Academy of
Actuaries and a Fellow of the Conference of Consulting Actuaries.
Actuarial Practice Leader
Mr. Datoo performs actuarial services for scores of pools, cities counties, school, and
other self -insured governmental entities. He has provided actuarial services since 1980,
including general liability, automobile liability, property, and medical malpractice, and
analyzing all aspects of workers compensation ratemaking and legislative pricing in
statewide filings to determine rate adequacy and presentation of findings for the
National Council on Compensation Insurance (NCCI).
Tracy Fleck Ms. Fleck, a consultant and actuary at AGRC, will assist with the actuarial analysis.
ACAS, MAAA
Ms. Fleck has experience providing peer review, loss projections, estimating
Consultant and Actuary outstanding losses and funding studies for self -insured workers compensation,
automobile liability, and general liability programs.
Brenda Craigmyle Ms. Craigmyle, a Senior Actuarial Analyst at AGRC, will assist with the actuarial
Senior Actuarial Analyst analysis.
Ms. Craigmyle has experience providing loss projections, estimating outstanding losses
and funding studies for self -insured workers compensation, automobile liability, and
general liability programs.
AGRC's fee for these actuarial services will be a Flat Fee of $6,500 for actuarial studies completed in 2017, 2018 and
2019:
Duration
AGRC's services for this proposal begin on January 1, 2017 and end on December 31, 2019. The contract may be
extended beyond the duration noted with formal written approval amending this contract. Services may not begin nor
payment authorized prior to execution of this proposal by an authorized signatory of the Client.
Payment
AGRC will invoice the Client at completion of draft study.
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Form Edition Date: April 14, 2016 Amw
t i
Froject Risks
AGRC believes several risk factors exist that could materially affect timelines for deliverables or AGRC's ability to
develop the analysis proposed herein. These include, but are not limited to:
d Lack of availability of key project personnel
■ Misunderstanding of scope definition and success criteria
■ Delays in providing information required for the proposed analysis (if any additional information not already held
by AGRC is required)
• Changes in project scope, which can be made with a Change in Project Scope document agreed to by both
Client and AGRC — AGRC notes that changes in project scope could potentially affect the engagement fee
In the event the project is cancelled by the Client prior to the project start date, AGRC reserves the right to charge for
project start-up costs incurred.
and Warranties
AGRC represents and warrants to Client that:
AGRC is an Illinois corporation duly organized, validly existing and in good standing under the laws of the State of
Illinois, and AGRC has the full and unrestricted power and authority to execute, deliver and perform this proposal and
such execution, delivery and performance have been duly authorized by all necessary action on the part of AGRC
and the proposal, when executed and delivered by AGRC in accordance with the provisions hereof, will be a legal,
valid and binding obligation of AGRC, enforceable against AGRC in accordance with its terms;
AGRC's execution and performance of this proposal or any Schedule shall not constitute a breach or default under
any contract, instrument or agreement to which AGRC is a party or by which AGRC is bound and shall not violate or
interfere with the rights of any other party;
The Services performed and the Deliverables tendered hereunder shall be of professional quality, conforming to
generally accepted industry standards and practices for similar services and deliverables. The Services as delivered
to Client will not infringe on any copyright, patent, trade secret, or other proprietary right held by any third party. THIS
WARRANTY SHALL BE IN LIEU OF AND EXCLUDES ALL OTHER IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE;
The Services to be provided by AGRC are not of a legal nature, and AGRC shall in no event give, or be required to
give, any legal opinion or provided any legal representation to Client. Aon recommends that Client seek the review of
the Client's legal or tax advisors before taking action based upon AGRC's statements.
The Services will be performed only by AGRC and its bona fide employees, unless and to the extent Client has given
its written consent to the subcontracting of any portion of the Services.
The Services will be performed in strict accordance with the requirements of this proposal, applicable professional
standards and laws.
AGRC is not debarred, proposed for debarment, suspended or otherwise ineligible for participation in any federal
procurement or non -procurement transaction.
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Consultant's employees assigned to perform Services hereunder shall be and remain employees of Consultant
whether Services are performed at Consultant's facilities or Client's facilities and shall not for any purpose be
considered Client's employees. Consultant shall be solely responsible for the payment of salaries and all matters
relating thereto, including the withholding and/or payment of all payroll taxes, workmen's compensation,
unemployment compensation, public liability, insurance -related benefits, vacation pay, holiday pay and all such
additional legal requirements applicable to Consultant's employees.
Consultant's relationship to Client hereunder is one of independent contractor and nothing contained in this proposal
or any Schedule shall be construed to imply that Consultant or any of Consultant's officers, employees or agents is
an employee or agent of Client for any purpose. Consultant shall have no right, power or authority to create any
obligation, expressed or implied, or to make any representation on behalf of Client, except as may be expressly
authorized from time to time by Client in writing and then only to the extent of such authorization. Nothing herein is to
imply an agency, joint venture or partner relationship between the parties.
"Confidential Information" shall mean various trade secrets and confidential information of Client and/or a third party
who has provided such information to Client, including, but not limited to any process, system, formula, pattern,
model, device, compilation, or other information, information concerning manufacturing methods, operational
methods, business and technology plans, distribution strategies, sales, costs, pricing, marketing, customers, the
terms and conditions of this proposal, and research and development of Client or any information that Client deems
to be confidential to its business unless same: (i) was already in AGRC's possession prior to its receipt from Client
without restriction on its use or disclosure; (ii) is or becomes available to the general public through no act or fault of
AGRC; or (iii) is rightfully disclosed to AGRC by a third party, and to the best of AGRC's knowledge, without
restriction on its use or disclosure; or (iv) is demanded by any state or federal government agency or by court order
provided that Client receives prior written notice of such disclosure.
AGRC will honor confidentiality regarding any data Client provides to AGRC during this engagement as well as any
analysis conducted or conclusions derived from such data. Except as required by the Scope of Work, no Client -
identifiable data shall be shared with parties other than AGRC or Client unless Client provides consent, which
consent needs to be provided on a case -by -case basis, or compliance with any validly issued subpoena or court
order is required. In turn, the techniques utilized and results produced by AGRC will not be shared by Client with any
other party that could utilize the information to gain a competitive advantage against AGRC. AGRC will be
responsible for any breach of these obligations by its employees or agents. AGRC agrees to take all necessary steps
to protect any Confidential Information with the same degree of care that AGRC uses to protect its own confidential
and proprietary information of like kind, but in no event less than a reasonable degree of care.
Upon any expiration or termination of this proposal and upon Client's written request, AGRC will promptly return to
Client or destroy the originals and all copies of all Confidential Information (which destruction shall include, without
limitation, the process of expunging, to the extent reasonably practicable, all such Confidential Information from any
computer, hard drive, word processor, server, backup tape, or other electronic device containing such Confidential
Information), as well as any equipment or other items, furnished by Client to AGRC. Notwithstanding the foregoing,
AGRC may retain one archival copy of the Confidential Information in its confidential files for the purpose of
complying with applicable laws or established company procedure regarding the preservation of business records.
AGRC gathers data containing information about our customers. This information may be shared among AGRC
affiliated businesses. In addition to being used to provide services to AGRC customers, the information may be used
for business administration, business reporting, statistical analysis, marketing of AGRC products or services and
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providing consulting or other services to companies for which AGRC or its affiliates may receive remuneration.
AGRC takes appropriate measures to protect the privacy and confidentiality of our AGRC customers as well as to
comply with applicable laws and regulations. AGRC may use or disclose information about our customers if we are
required to do so by law, AGRC policy, pursuant to legal process or in response to a request from law enforcement
authorities or other government officials.
Due to the global nature of services provided by AGRC, the information/data you provide may be transmitted, used,
stored and otherwise processed outside of the country where you submitted that information. If you have questions
about AGRC data processing, please contact your AGRC consultant.
The requirements of this Confidentiality provision shall survive the termination of this proposal.
AGRC and Client acknowledge that the reliability of our services depends upon the accuracy and completeness of
the data supplied to AGRC. Client accepts sole responsibility for errors or delays in services solely resulting from
inaccurate or incomplete data supplied to AGRC, and acknowledges and agrees that any additional services thereby
necessitated will result in additional fees payable by Client to AGRC. AGRC must receive promptly the information to
deliver the Services as well as the Client's prompt updates to any information where there has been a material
change which may affect the scope or delivery of the Services, such as a change in the nature of the Client's
products or equipment, systems, and/or processes that are the focus of AGRC's service(s).
Client agrees to provide its project data in the form agreed upon. Client understands and agrees that if data is
submitted in a form other than agreed upon, Client shall pay AGRC, in addition to the fees set forth in the proposal
the reasonable expenses incurred to merge/convert the data to the agreed upon form so long as AGRC has informed
Client of such additional expenses and Client has consented in writing to those additional expenses prior to AGRC
incurring such.
Both parties further agree that AGRC and its personnel shall be released to the fullest extent permitted by applicable
law from any and ail claims, liabilities, costs and expenses attributable to any knowing misrepresentation by Client, its
directors, its officers and/or its employees except for claims attributable solely to the negligence of AGRC. In no
event shall AGRC be liable to the Client, whether in tort (including negligence), contract or otherwise for any amount,
in the aggregate, in excess of three times the total fees paid by the Client under this proposal, except to the extent
fully and finally determined by a court of competent jurisdiction to have resulted from the willful misconduct or
fraudulent behavior of AGRC, and neither AGRC nor Client shall be liable to the other for any consequential, indirect,
lost profit, lost opportunity or similar damages relating to AGRC's services provided under this proposal.
As AGRC and Client intend the aforementioned limitation of liability clause to be enforceable, they agree that any
over breadth in the clause shall not itself render the clause void, but rather, the clause shall be interpreted and
enforceable to the fullest extent permitted by the law of the applicable state.
In addition, the Client agrees to indemnify and hold AGRC, its directors, officers and employees, harmless from and
against any and all claims, suits, and demands, and the liabilities, costs and expenses resulting therefrom ("Claims"),
that AGRC may incur relating to the Services under this proposal, except to the extent such Claims are fully and
Aon Risk Consultants, Inc. I Actuarial & Analytics
Proprietary & ConfidentialAQv Form Edition Date: April 14, 2016 8
finally determined by a court of competent jurisdiction to have resulted from willful misconduct or fraudulent acts or
omissions of AGRC in connection with such services.
The parties agree that during the term of each Schedule issued pursuant to this proposal and for a period of one (1)
year after the termination of each such Schedule, neither party shall directly or indirectly solicit for employment,
without the permission of the other party, any person employed then or within the preceding one (1) year if such
person performed the Services under such Schedule; provided that, (a) general solicitations of employment for
employees published in a journal, newspaper or other publication of general circulation and not directed specifically
toward one or more employees of the other party and any resulting offer to hire shall not be deemed to be in violation
of this Section, and (b) this Section shall not prevent a party from offering to employ or employing any employees of
the other party who contacts the hiring party on his or her own initiative with no direct or indirect encouragement by
the hiring party.
At any time, the parties may terminate the Services under this proposal or under any Schedule by giving the other
thirty (30) days written notice, in which event Consultant shall be reimbursed for Services performed prior to the
effective date of such termination.
Either party may terminate this proposal by written notice to the other party if the other party (i) breaches or is in
default of any material obligation under this proposal which default is incapable of cure or which, being capable of
cure, has not been cured with ten (10) days after receipt of notice of such default or (ii) becomes insolvent, makes a
general assignment for the benefit of creditors, files a voluntary petition for protection under bankruptcy or insolvency
law, or has wound up or liquidated its business.
Provisions of this proposal which by their express terms extend beyond expiration or termination or which by their
nature so extend to give effect to their meaning will survive and continue in full force and effect after any expiration or
termination of this proposal.
The performance by either party or their approved subcontractors hereunder shall be subject to delays caused by an
Act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or power, but not due to any act
of the party claiming the force majeure event, new governmental laws, regulation or orders, acts or inaction of the
other party, or any other cause beyond the reasonable control of a party.
In the event of any such delay, the times for performance will be extended accordingly for additional period(s) of
delay. In the event, however that any such delay lasts for a period of forty-five (45) days, then either party may
terminate this proposal immediately. In the event of such non-performance, the party which was delayed in its
performance shall make reasonable efforts to promptly resume its performance hereunder.
Aon Risk Consultants, Inc. I Actuarial & AnaMics
Proprietary & ConfidentialAmv Farm Edition Date: April 14, 2016 9
All data supplied by Client shall be and remain at all times the sole and exclusive property of Client.
AGRC will provide the Client with a report and/or certain other tangible items specified as deliverables
("Deliverables"), set forth in the "Scope of Services" section of the attached Proposal. The Deliverables, upon full and
final payment to AGRC, shall become the property of the Client, except that AGRC owns or has rights to all products,
processes, concepts, know-how, techniques, software, and methodology used, and records created or maintained,
(collectively "Prior Works") for the production of the Deliverables, and Client shall gain no rights in or to them. To the
extent that any Prior Works are contained in the Deliverables, AGRC hereby grants the Client, upon full and final
payment to AGRC, a royalty -free, fully paid -up, worldwide, non-exclusive license to use such Prior Works in
connection with the Deliverables.
Services and Deliverables are for the exclusive use of Client and are not to be relied upon by third parties.
Client acknowledges and agrees that AGRC is in the business of providing consulting services to clients utilizing
AGRC's Prior Works, and nothing contained herein shall prohibit AGRC from using any of AGRC's general
knowledge or knowledge acquired under this proposal to perform similar services for others.
Should any provisions of this proposal be held unenforceable or in conflict with the law of any jurisdiction, the validity
of the remaining provisions shall not be affected by such holding. Consultant shall not assign, delegate, convey,
encumber or otherwise dispose of this proposal or any rights or obligations hereunder without the prior express
written consent of Client. This proposal is fully assignable by Client and shall inure to the benefit of any assignee or
other legal successor in interest of Client herein.
Each party agrees to waive its right to a trial by jury in any lawsuit or other legal proceeding against the other party
and/or its parent(s), affiliates, or subsidiaries, in connection with, arising out of or relating to this proposal or any
services provided to the Client by Consultant or its affiliates. In any such action or legal proceeding, neither party
shall name, as a defendant any individual employee, officer or director of the other party or its parent(s), affiliates or
subsidiaries.
This proposal shall be binding upon the successors, and/or legal representatives of the parties.
This proposal contains the entire understanding and agreement between the parties with respect to the subject
matter described herein and supersedes and replaces all prior and contemporaneous agreements, whether written or
oral, as to such subject matter. This proposal may be modified only by a written agreement signed by both parties.
This proposal shall be governed by and construed in accordance with the laws of the State of California without
regard for its conflicts of law rules.
Aon Risk Consultants, Inc. I Actuarial & Analytics
Proprietary & Confidential
Form Edition Date: April 14, 2016 Amvio
By executing this proposal, the Client has read all of the terms and conditions stated herein and fully understands
their contents. The execution of this proposal confirms the Client's understanding and acceptance of those terms.
The signing of this proposal by an authorized signatory of the Client indicates that the Client hereby authorizes AGRC
to proceed with the services as described herein. This document should be returned to Brenda Craigmyle.
Client AGRC
Signature:
Mujtaba atoo
Printed Name:
Actuarial Practice Leader
Title:
Date: June 15, 2017
Aon Risk Consultants, Inc. i Actuarial & Analytics
Proprietary & Confidential
Form Edition Date: April 14, 2016 AQvil
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
l . CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein in accordance with the following progress and payment schedules.
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein.
4. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly rate charged for
such time. Such invoices shall be approved by CITY if the work performed is in accordance with the
extra work or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
Exhibit B
HUNTINGTON
Professional Service Approval
Finance Department
Date: 6/12/2017 Project Manager Name:
Requested by Name if different from Project Manager:
Department: Human Resources
PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED
BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL,
BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED
WITH ALL APPROVED CONTRACTS.
Briefly provide the purpose for the agreement:
Annual Actuarial Study. The goal of the actuarial study is to estimate the outstanding liabilities for the
workers' compensation and liability programs and project ultimate losses for the upcoming year.
Estimated cost of the services being sought:
Are sufficient funds available to fund this contract?
If no, please explain:
Check below how the services will be obtained:
❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted.
❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized.
® MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized.
Is this contract generally described on the list of professional service contracts approved by the City
Council? If the answer to this question is "No," the contract will require approval from the City Council.)
�®Yes ❑ No
Date
Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted
(Please note that a budget check will occur at the object code level):
Account number
Contractual Dollar Amount
Business unit. object #
Fiscal Year
16/17
Fiscal Year
17/18
Fiscal Year
18/19
Fiscal Year
55230502.69365
$�,,' , '
$ ,0",
$r ; b
$
. •
$ .4 '. v
$ Ya% aL� L',� (�
$ a it
$
II
APPROVED,!j]
ancial Officer Signature
Assistant City Manager's Signature
nager's Signature
7uat/e
`Zs-/
Date
professional service approval form - part i 2016 _ _, 4 ,
REV: February 2015 _ _ ,t ;
A S( G11,
CITY OF HUNTINGTON BEACH
it
�4Q, IPProfessionalApproval Form
a PART 11
Date: 6/12/2017 Project Manager: Patti Williams
Requested by Name if different from Project Manager:
Department: Human Resources
RECEIVED
JUN 22 2017
Finance Department
PARTS I & If OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & 11 MUST
BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant. AON Risk Consultants
2) Contract Number: HR
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract: $19,500
Account number
Contractual Dollar Amount
Business unit. object #
Fiscal Year
16/17
Fiscal Year
17/18
$ +'
Fiscal Year
18/19
Fiscal Year
55230502.69365
$.-,_
$ . 'd �p
$
r
$ a'5
$ riA)U
$ ,73
$
4) Is this contract less than $50,000? ® Yes ❑ No
5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No
6) Is this contract over $100,000? ❑ Yes ® No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make
sure the appropriate signature page is attached to the contract.)
7) Were formal written proposals requested from at least three available qualified consultants?
❑ Yes ® No
8) Attach a list of consultants from whom proposals were requested (including a contact telephone
number.)
9). Attach Exhibit A, which describes the proposed scope of work.
10) A ch ibit B, whic escribes the payment terms of the contract.
0601r6ent Head � X Da
Fiscal
ing)
Budget Man Ver Approval 15ignature
Chief Financial Officer (or designee) Signature
Date
- (e -�'
Date
Date
professional service approval form - part ii 2016