HomeMy WebLinkAboutContracts & Agreements_107-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of actuarial valuation services of the City's workers'
compensation and liability funds ("Agreement") is made and entered in this 30th day of June
2014 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)"
and Huggins Actuarial Services, Inc. ("Consultant"). City and Consultant are sometimes
individually referred to herein as a"Party" and,together, as the "Parties." In consideration of the
mutual promises contained herein, City and Consultant agree as follows:
ARTICLE 1 —ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide actuarial valuation services for City's Finance
Department(the"Services").
1.2 Provision of the Services shall end on June 30, 2015, unless this Agreement is earlier
terminated as provided herein. Consultant shall complete the Services within the term of
this Agreement, and shall meet any other reasonable schedules and deadlines established
by City.
1.3 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2—SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A,"entitled "Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to State prevailing wage
laws.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Kimberlee J. Braun, Human Resources/Risk Manager, as City's
representative with respect to performance of the Services,and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
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ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit"B,"entitled "Schedule for Services,"
which is attached hereto and incorporated herein by reference. The Services shall
commence within ten (10)days of the Effective Date of this Agreement.
4.2 The Parties agree that "cause" for replacement of an assigned employee shall be deemed
established when City's Finance Director, or her designee, provides a written explanation
to Consultant as to the reason why such action is necessary. The determination of the
necessity for such action shall be within the sole and unfettered discretion of the Finance
Director or her designee.
ARTICLE 5—PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Nineteen Thousand Seven Hundred Fifty Dollars ($19,750).
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed,the dates the Services were performed, the number of hours spent
and by whom,and a description of reimbursable expenses related to the Services, if any.
City shall pay Consultant no later than thirty (30) days after receipt and approval by City
of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City Consultant
Kimberlee J. Braun Kim Piersol
City of Redlands Huggins Actuarial Services, Inc.
35 Cajon Street#10 111 Veterans Square, 2"d Floor
P.O. Box 3005 (mailing) Media, PA 19063
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices
and payments are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6— INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services unless and
until the required insurance listed below is obtained by Consultant. Consultant shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to commencement of the Services. Insurance policies shall include a provision
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prohibiting cancellation or modification of the policy except upon thirty(30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California. Consultant shall provide City with Exhibit"C,"entitled
"Workers' Compensation Insurance Certification,"which is attached hereto and
incorporated herein by this reference prior to occupancy of the Premises.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000)per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars($1,000,000) per claim made.
6.5 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making of any City governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals,orders or similar authorization or
entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
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(iv) granting City approval to a contract that requires City approval and to
which City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design, report, study or similar item;
(vi) adopting or granting City approval of policies, standards or guidelines for
City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same
duties for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of interest Code under Government Code section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial
interests, Consultant shall complete and file a Fair Political Practices Commission Form
700, Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8—GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms, and conditions of this Agreement.
8.3 Documents, records, drawings, designs, cost estimates, electronic data files, databases
and any other documents developed by Consultant in connection with its performance of
the Services, and any copyright interest in such documents, shall become the property of
City and shall be delivered to City upon completion of the Services, or upon the request
of City. Any reuse of such documents, and any use of incomplete documents, shall be at
City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor.Neither City nor of its agents shall
have control over the conduct of Consultant or Consultant's employees,except as herein
set forth. Consultant shall supply necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below,this Agreement shall terminate on June
30, 2015; provided, however,this Agreement may be terminated by City, in its sole
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discretion,by providing not less than ten (10)days prior written notice to Consultant
(delivered by certified mail, return receipt requested)of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but(1)no amount shall he allowed for anticipated profit or unperformed Services,
and(2)any payment due Consultant at the time of termination may be adjusted to the
extent of any additional costs to City occasioned by any default by Consultant. Upon
receipt of termination notice, Consultant shall immediately discontinue its provision of
the Services and,within five(5)days of the date of the termination notice,deliver or
otherwise make available to City, copies(in both hard copy and electronic form,where
applicable)of project related data,design calculations,drawings, specifications, reports,
estimates,summaries and such other information and materials as may have been
accumulated by Consultant in performing(lie Services. Consultant shall be compensated
on a pro-rata basis for Services completed up to the date of termination.
8.6 Consultant shall maintain books, ledgers,invoices,accounts and other records and
documents evidencing costs and expenses related to the Services for a period of seven (7)
years,or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference,represents the
entire agreement and understanding between the Parties as to the matters contained
herein,and any prior negotiations,written proposals,or verbal or written agreements
relating to such matters are superseded by this Agreement. Except as otherwise provided
for herein,any amendment to this Agreement shall be in writing.approved by City and
signed by City and Consultant.'
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California_
8.9 If one or more of the sentences,clauses,paragraphs or sections contained in this
Agreement is declared invalid,void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences,clauses, paragraphs or
sections contained herein,unless to do so would deprive a Party of material benefit of
its bargain under this Agreement.
IN WITNESS WHEREOF,duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS HUG=Proj .rector
INC.
l By: By:
Tina T.Kundig, Finance Director
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EXHIBIT"A"
Scope of Services
In accordance with the Agreement between the City of Redlands ("City") and Huggins Actuarial
Services, Inc. ("Consultant"), Consultant shall:
1. Perform an in depth analysis of the present value of the City's total projected workers'
compensation liabilities for fiscal year 2013-2014, in compliance with GASB 10;
2. Provide an estimate of funding requirements for self-insured workers' compensation
liabilities;
3. Provide an estimate of unfunded workers' compensation liabilities;
4. Provide an estimate of projected annual workers' compensation contributions for the next
five(5)years;
5. Perform an in depth analysis of the present value of the City's total projected general
liabilities, including automobile, for fiscal year 2013-2014, in compliance with GASB 10;
6. Provide an estimate of funding requirements for self-insured general liabilities, including
automobile;
7. Provide an estimate of unfunded general liabilities, including automobile;
8. Provide an estimate of projected annual general liability contributions, including
automobile, for the next five(5)years;
9. Provide a draft written report of the analysis for review and comment prior to the final
draft being presented; and
10. Submit a written report of the analysis and present the results to the City's Risk Manager
and Finance Director.
The City Shall:
1. Coordinate the introductory teleconference with Consultant and key City personnel;
2. Furnish Consultant with previous actuarial reports;
3. Provide in-house loss run report of general liability exposures;
4. Facilitate access to the City's workers' compensation administrator for the purpose of
providing workers' compensation Ioss run reports and other pertinent information in the
most timely manner possible;
5. Facilitate introductions with the City's insurance broker for the acquisition of pertinent
excess self-insured premium information;
6. Assist in the resolution of data errors, should they arise; and
7. Process status invoices in a timely manner in accordance with the agreement.
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EXHIBIT "B"
Schedule for Services
• A significant percentage of work product will be completed by Consultant independent of
any participation from City staff, workers' compensation administrators, or City's
insurance broker; however specific hours of availability are necessary to accommodate
the three(3) hour time difference between east and west coast. Parties will establish the
hours of 8:00a.m. to 1:30p.m. PST/ 11:00a.m. to 4:30p.m.EST, Monday through
Thursday to conduct teleconference exchanges,.
• Consultant shall provide the final report to the City no later than September 30, 2014.
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EXHIBIT"C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more
insurers duty authorized to write compensation insurance in this State.
(b) By securing from the Director of [ndustrial Relations, a certificate of
consent to self-insure, either as an individual employer, or as one employer in a
group of employers, which may be ,given upon furnishing proof satisfactory to the
ITirector of Industrial Relations of ability to self insure and to pay any
compensation that may become due to his or her employees.
CHECK ONE
1 am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code,and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement_ (Labor Code §1861).
affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person Stich
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self-insure, or a certification of workers'
compensation insurance.
I certify tinder penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
Huggins/Actuarial S Date: 61 F//-t
By:
Kim Pie , Project Director
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