HomeMy WebLinkAboutContracts & Agreements_104-2020PS 1 1 (12.3 19)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of property and casualty broker services ("Agreement")
is made and entered in this 2nd day of June, 2020, by and between the City of Redlands, a
municipal corporation ("City") and Alhant Insurance 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 contamed herein, City and Consultant agree as
follows
ARTICLE 1 ---- ENGAGEMENT OF CONSULTANT
1 1 City hereby engages Consultant to provide third party liability claims services for City
(the "Services")
1 2 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 m Exhibit
"A," titled "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 includmg, but not limited to, State prevailmg wage
laws
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City shall make available to Consultant mformation m its possession that may assist
Consultant m performing the Services
3 2 City designates Tommi Ng, Assistant Director, Human Resources/Risk Management, as
City's representative with respect to performance of the Services, and such person shall
have the authority to transmit instructions, receive information, mterpret and define
City's policies and decisions with respect to performance of the Services
ARTICLE 4 — PERFORMANCE OF SERVICES
4 1 The term of this Agreement shall be for a period of three (3) year commencing on July 1,
2020 and ending June 30, 2023 (the "Initial Term") The City shall have the option to
extend the Imtial Term of this Agreement by two (2) additional one-year terms (each, an
"Extended Term"), on the same terms and conditions, by providing written notice to
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Consultant at least thirty (30) days prior to the expiration of the Initial Term or any
Extended Term
4 2 If Consultant's Services include deliverable electronic visual presentation matenals, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same It shall be the obligation of Consultant to
obtain a copy of such policy from City staff
ARTICLE 5 — PAYMENTS TO CONSULTANT
5 1 The compensation for Contractor's performance of the Services shall not exceed the
amount of one hundred eighty three thousand six hundred dollars ($183,600) for the
Services provided dunng the Initial Term Should this Agreement be extended, the
compensation for Contractor's performance for the Services shall not exceed the amount
of sixty three thousand six hundred dollars ($63,600) for the first Extended Term, and
sixty four thousand eight hundred dollars ($64,800) for the second Extended Term,
banging the total possible amount of compensation to a not -to -exceed amount of three
hundred twelve thousand dollars ($312,000) For the initial Term and each Extended
Term, City shall pay Contractor on a time and materials basis up to the not to not -to -
exceed amount in accordance with the rates specified m Exhibit B," titled "Fee
Proposal," which is attached hereto and incorporated herein by reference
5 2 Consultant shall submit monthly invoices to City descnbmg the Services performed
during the preceding month Consultant's invoices shall include a bnef 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 City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice
5 3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be m wnting Any such notice shall be deemed delivered (i) on the date
of delivery m person, (u) five (5) days after deposit in first class registered mail, with
return receipt requested, (ni) on the actual delivery date if deposited with an overnight
courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail, in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section
City
Tommi Ng, Assistant Director
Human Resources/Risk Mgmt
City of Redlands
35 Cajon Street, Suite 10
PO Box 3005 (mailing)
Redlands, CA 92373
909-798-7514
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Consultant
Connor Boughey
Vice President
Alliant Insurance Services, Inc
100 Pine Street, 11th Floor
San Francisco, CA 94111
P 415-403-1411
F 415-403-1400
PS 1 1 (12.3 19)
ARTICLE 6 --- INSURANCE AND INDEMNIFICATION
6 1 The following insurance coverage 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 pnor to commencement of the Services Insurance policies
shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City
A 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 execute and provide City with Exhibit "C,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, pnor to performance of the Services
B Comprehensive General Liability insurance with carriers acceptable to City m the
minimum amount 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
C Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability This coverage shall include all Consultant owned vehicles
used m connection with Consultant's provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles City shall be named as an additional
insured and such msurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City
D Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements pnor to any
Services being performed by the assignee or subcontractor
6 2 Consultant shall defend, mdenuufy and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, ansmg from mjury 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
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ARTICLE 7 — CONFLICTS OF INTEREST
7 1 Consultant covenants and represents that it does not have any investment or interest m
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 a governmental decision whether to
(i) approve a rate, rule or regulation, or adopt or enforce a City law,
(n) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement,
(m) authorize City to enter into, modify or renew a contract,
(iv) grant 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) grant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant 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 m 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 m City's Conflict of Interest Code under Government
Code section 87302
7 3 In the event City 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 wntten
mstructions 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 wntten approval of
City and in strict compliance with the terms and conditions of this Agreement Any
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assignment or attempted assignment without such prior wntten consent may, m the sole
discretion of City, results in City's immediate termination of this Agreement
8 3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth Consultant shall supply all 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 4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior wntten notice to Consultant 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 be 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 a 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 (m 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 the Services Consultant shall be compensated
on a pro -rata basis for Services completed up to the date of termination
8 5 Consultant shall maintam books, ledgers, mvoices, accounts and other records and
documents evidencmg costs and expenses related to the Services for a period of three (3)
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 6 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 agreements relating to such
matters are superseded by this Agreement Except as otherwise provided for herem, any
amendment to this Agreement shall be in wntmg, approved by City and signed by City
and Consultant
8 7 Tlus Agreement shall be governed by and construed in accordance with the laws of the
State of California
8 8 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
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junsdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or mvalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a 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 ALLIANT INSURANCE SERVICES, INC
By
u6 a5Xt_k_--Th
By
Paul W Foster, Mayor Connor Boughey, Vice President
ATTEST
e Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
CONSULTANT shall perform the following services
1 Develop and recommend insurance options and other nsk financing or loss funding
programs, techniques, and methods
2 Assist CITY m developing underwriting and marketing information
3 Review marketing plan with CITY and provide CITY with results of all marketing
efforts
4 Structure a coverage program as desired by CITY with fmancially acceptable msurance
companies, when reasonably available
5 When possible, negotiate insurance contract wording to meet the specific needs of CITY
6 Review insurance agreements, binders, certificates, and other documents for accuracy
and obtain revisions in such documents when needed
7 Monitor the insurance placements to assure its continuing balance of coverage scope,
cost, service, and stability
8 Provide bmders, certificates and policy documents
9 Act as an advocate in claim matters for all lines of coverage and provide assistance in
emergency situations
10 Work with CITY Risk Management division in making a foiinal review of each CITY
insurance program on an annual basis, including recommendations on alternative
methods of handling the exposure and any analysis of exclusions and other problem
areas
11 Provide Insurance Requirements m Contracts (IRIC) trainmg to staff involved in securing
contracts
12 Provide CITY with Probable Maximum Loss studies to evaluate appropriate levels of
earthquake insurance
13 Provide guidance for Loss Control Services as recommend appropriate firms
14 Provide the CITY with options to participate in Joint Powers Authonties (JPA) to secure
coverage
15 Provide CITY with option to join Alliant Programs and all the ancillary services
included in those placements
16 Assist m enhancement of Loss Prevention & Risk Management Programs
17 Conduct Renewal Strategy Meeting's (at least 60 days prior to major renewal dates) with
CITY to review
a Risk & Coverage Analysis and the adequacy of current insurance portfolio
b Update the City on current insurance market
c Discuss recent renewal results for similar clients
d Provide an analysis of viable underwriter alternatives, their capacity, and
deductible preferences
e Provide renewal pncing ranges
f Suggest renewal timeline and options
18 Provide a review of loss exposure, and identify and advise on potential risk of loss as
needed
19 Provide additional broker services as agreed upon by the Parties
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EXHIBIT "B"
FEE PROPOSAL
Alliant Insurance Services, Inc 's Service Fee is developed to achieve a mutually beneficial long-
term relationship that both properly compensates our staff for their high skill levels, and
succeeds in balancmg costs relative to pncmg pressures faced by municipalities in today's
financial environment
Based on your current program's structure, we are proposing an annual fee as outlined below
An annual Retail Brokerage fee of $60,000, which can be paid in whole as a fee, or paid by
offsetting retail commissions and fees collected For renewal terms, we would increase our fee
2% each year
Year
Fee
Fee
1
$63,600
$60,000
2
$64,800
$61,200
3
$312,000
$62,400
3 -Year Total
$183,600
Option to Extend Year
Fee
4
$63,600
5
$64,800
5 -Year Total
$312,000
Alliant will not charge any additional expenses for traditional brokerage services If a project
requires additional fees for services, those will be presented for review and approval by the City,
(e g specialized Loss Control and testing)
Retail Brokerage compensation is complex to measure and compare Many brokers have various
units within their operations that provide client services Insurance earners sometimes pay
`overrides' to place a volume of business with them and client interests are not placed first, these
are considered Contingent Income
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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
duly authorized to write compensation insurance in this State
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer m a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-msure and to pay any compensation that
may become due to his or her employees
CHECK ONE
I 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)
I 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 such
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 under penalty of perjury under the laws of the State of California that the information
and representations made m this certificate are true and correct
ALLIANT INSURANCE SERVICES, INC
By Date
Connor Boughey, Vice President
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