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AGREEMENT TO FURNISH
AN ACTUARIAL STUDY OF THE SELF-INSURED
WORKERS'COMPENSATION AND LIABILITY PROGRAMS
This Agreement is made and entered into this 16'h day of July, 2002 by and between the City of Redlands, a
municipal corporation (hereinafter "City") and Advanced Risk Management Techniques, Inc. (hereinafter "ARM
Tech").
AGREEMENT
Section 1. Services. ARM Tech shall perform a study of the self-insured workers' compensation
and liability programs as specified in the May 28, 2002 proposal submitted to City and be completed no later than
September 30, 2002. ARM Tech represents that it has the skill and the professional expertise necessary to provide
high quality services for the study at the level of competency presently maintained by other practicing professional
consultants in the industry providing similar types of services.
Section 2. PPAyrnent. City shall pay ARM Tech the sum of Five Thousand Five Hundred and 00/100
Dollars ($5,500)for the Services provided under this Agreement. ARM Tech shall provide City with an invoice at
the conclusion of the Services and ARM Tech shall be entitled to payment within fifteen(15)days thereof.
Section 3. Insurance. All insurance required by this Agreement is to be maintained by ARM Tech
for the duration of this study and shall be primary with respect to City and non-contributing to any insurance or self-
insurance maintained by the City. ARM Tech shall provide City with Certificates of Insurance and endorsements
evidencing such insurance within fifteen (15) days of execution of this Agreement, or prior to commencement of
work,whichever occurs first.
3.1 Workers' Compensation and Employer's Liability
A. ARM Tech shall secure and maintain Workers; Compensation and Employer's Liability
insurance throughout the duration of the Agreement in an amount which meets the statutory
requirement and with an insurance carrier acceptable to the City. Such insurance shall be primary
and non-contributing to any insurance or self-insurance maintained by the City. The insurance
policy shall include a provision prohibiting cancellation of said policy except upon thirty(30)days
prior written notice to City. Certificates of Insurance shall be delivered to City within fifteen(15)
days of execution of this Agreement or prior to commencement of work,whichever occurs first.
B. ARM Tech expressly waives all rights to subrogation against the City, its officers,
employees and volunteers for losses arising from work performed by ARM Tech for City by
expressly waiving ARM Tech's immunity for injuries to ARM Tech's employees and agrees that
the obligation to indemnify, defend and hold harmless provided for in the Agreement extends to
any claim brought by or on behalf of any employee of ARM Tech. This waiver is mutually
negotiated by the parties. This shall not apply to any damage resulting from the sole negligence of
City, its agents and employees. To the extent any of the damages referenced herein were caused
by or resulted from the concurrent negligence of City, its agents or employees, the obligations
provided herein to indemnify,defend and hold harmless is valid and enforceable only to the extent
of the negligence of ARM Tech,its officers, agents and employees.
3.2 Corrrehensive General Liability Insurance
ARM Tech shall secure and maintain in force throughout the duration of the Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of
one million ($1,000,000) per occurrence and two million ($2,000,000) aggregate for public
liability, property damage and personal injury is required. City shall be named as an additional
insured and the insurance policy shall include a provision prohibiting cancellation of said policy
except upon thirty(30) days prior written notice to the City. Such insurance shall be primary and
non-contributing to any insurance or self-insurance maintained by City. Certificates of Insurance
and endorsements shall be delivered to City within fifteen (15) days of execution of this
Agreement or prior to commencement of work,whichever occurs first.
3.3 Professional Liability Insurance
ARM Tech shall secure and maintain professional liability insurance throughout the duration of
this Agreement in the amount of one million dollars(S 1,000,000)per claims made. Certificate for
said professional liability insurance shall be delivered to City within fifteen(15)days of execution
of this Agreement,or prior to commencement of work,whichever occurs first.
3.4 Business Auto Liability Insurance
ARM Tech shall have business auto liability coverage,with minimum limits of one million dollars
($1;000,000)per occurrence,combined single limit for bodily injury liability and property damage
liability. This coverage shall include all ARM Tech owned vehicles, hired and non-owned
vehicles,and employee non-ownership vehicles. The City shall be named as an additional insured
and a Certificate of Insurance shall be delivered to City within fifteen(15) days of execution of
this Agreement or prior to commencement of work,whichever occurs first.
3.5 Assignmgg and Insurance
ARM Tech is expressly prohibited from subletting or assigning any of the services covered by this
Agreement without the express written consent of City. In the event of mutual agreement between
parties to sublet a portion of the Services,ARM Tech will add the subcontractor as an additional
insured and provide the City with the insurance endorsements prior to any work being performed
by the subcontractor. Assignment does not include printing or other customary reimbursable
expenses that may be provided in this Agreement
3.6 Hold Harmless and Indemnification
ARM Tech shall indemnify, hold harmless and defend City and its elected officials, agents, and
employees from and against any and all claims, losses or liability, including attorney's fees,
arising from injury or death to persons or damage to property occasioned by any act, omission or
failure of ARM Tech, its officers, agents and employees in performing the Services required by
this Agreement. ARM Tech's obligations under this provision shall not be limited in any way by
any terms of this Agreement,or the insurance limits.
Section 4. Independent Contractor. It is the express intention of the parties hereto that ARM Tech is
an independent contractor and not an employee of City. Nothing in this Agreement shall be interpreted or construed
as creating or establishing a relationship of employer and employee between City and ARM Tech. Both parties
acknowledge that ARM Tech is not an employee for State tax,Federal tax or any other purpose.
Section 5. Discrimination Prohibited. In the performance of this Agreement and in the hiring and
recruitment of employees,AWM Tech shall not discriminate on the basis of race,creed,color,religion,sex,physical
handicap,ethnic background or country of origin.
Section 6. Notices. Any notice to be given pursuant to this Agreement shall be deposited with the
United States Postal Service,postage prepaid and addressed as follows:
CITY: ARM TECH:
City of Redlands Advanced Risk Management Techniques,Inc.
Bonnie J.Johnson,Finance Director Steven A.Glicksman,Managing Director
35 Cajon Street,Suite 30 4"Floor
P.O.Box 3005 1901 Main Street
Redlands,California 92373 Irvine,California 92614
Nothing in this paragraph shall be construed to prevent the giving of notice by personal service.
Section 7. Assignment. ARM Tech shall not assign or subcontract any part of the Services subject
to this Agreement without the express written consent of City.
Section 8. Modifications. No change or modification of the terms or provisions of this Agreement
shall be deemed valid unless made in writing and signed by both par-ties.
Section 9. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
Section 10. Effect of Headings. The heading sections of this Agreement have been inserted for
convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement.
Section 11. Attorney's Fees. In the event any action is commenced to enforce or interpret 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 reasonable attorney's fees.
Section 12. Entire Agreement. This Agreement represents the entire agreement of the parties hereto
as to the matters contained herein and supersedes any and all prior written or verbal agreements between the parties.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and date first shown
at Redlands,California.
CITY OF REDLANDS
By:
Karl"Kaley"Haws,Mayor
ATTEST:
L
orr�#'e Poyzer, Cl rk
ADVAN RISK MANAGEMENT TECHNIQUES, INC.
By:
Ste y(enA. Glicksman,Managing Director