HomeMy WebLinkAboutContracts & Agreements_159-2013_CCv0001.pdf AGREEMENT FOR INFRASTRUCTURE UPDATE SERVICES
This agreement for infrastructure update services ("Agreement") is made and entered into
this 15'h day of August, 2013 ("Effective Date"), by and between the City of Redlands, a
municipal corporation (hereinafter "City") and CBIZ Accounting, Tax & Advisory Services of
Orange County, LLC (hereinafter"CBIZ"). City and CBIZ are sometimes individually referred
to herein as a"Party"and, together, as the"Parties."
AGREEMENT
Section 1. Services. CBIZ shall perform an infrastructure update for the fiscal year
ending June 30, 2013 (the "Services") as specified in its June 24, 2013 proposal submitted to
City, a copy of which is attached hereto as Exhibit"A."
Section 2. Cooperation. City shall cooperate with CBIZ in the performance by
CBIZ of the Services, including, without limitation, providing CBIZ with reasonable facilities
and timely access to data, information, and City personnel. City shall be responsible for the
performance of City personnel and its agents, and for the accuracy and completeness of all data
and information provided to CBIZ for purposes of the performance by CBIZ of the Services.
Section 3. Reliance Upon City Information. City is responsible for making all
financial records and related information available to CBIZ, and CBIZ shall be entitled to
assume, without independent verification, the accuracy of all representations, assumptions,
information and data provided to CBIZ. All assumptions, representations, information and data
to be supplied by City will be complete and accurate to the best of its knowledge. CBIZ may use
information and data furnished by others; however, CBIZ shall not be responsible for, and CBIZ
shall provide no assurance regarding, the accuracy and completeness of any such information or
data. Except as specifically provided herein, CBIZ shall not assume any responsibility for any
financial reporting with respect to the Services. City acknowledges and understands that CBIZ is
providing no attestation services of any kind, scope or nature whatsoever, as part of this
engagement. CBIZ shall have no responsibility to address any legal matters or questions of law
in connection with this engagement.
Section 4. PUment. City shall pay CBIZ the sum of Seven Thousand Eight
Hundred Dollars ($7,800) as total compensation for the Services. CBIZ shall provide City with
monthly invoices itemizing staff, hours billed, and hourly rate per staff for the period, and CBIZ
shall be entitled to payment within thirty(30) days thereof.
Section 5. Indemnity. CBIZ shall defend, indemnify and hold harmless City, and its
elected officials, officers, employees and agents, from and against any and all actions, claims,
demands, lawsuits, losses and liability for damages to persons or property, 'including costs and
attorneys' fees, that may be asserted or claimed by any person, firm, entity, corporation, political
subdivision or other organization arising out of, or in connection with, CBIZ's negligent and/or
wrongful acts or omissions under this Agreement.
Section 6. Insurance. CBIZ shall procure and maintain during the term of this
Agreement comprehensive general liability and property damage insurance, including
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automobile and excess liability insurance, for all claims for injuries to persons or damages to
property which may arise from, or result in connection with, the performance of CBIZ's
Services. CBIZ shall also maintain Workers' Compensation insurance in accordance with the
State of California Workers' Compensation laws. All of CBIZ's insurance (except Workers'
Compensation) shall name City, and its elected officials, officers, employees, agent,
representatives and volunteers (collectively, "City and City Personnel"), as additional insureds
and contain no special limitations on the scope of protection afforded to City and City Personnel.
All of CBIZ's insurance (i) shall be primary insurance and any insurance or self-insurance
maintained by City or City Personnel shall be in excess of CBIZ's insurance and shall not
contribute with it; (ii) shall be "per occurrence" rather than "claims made" insurance; and (iii)
shall apply separately to each insured against whom claim is made or suit is brought, except with
respect to the limits of the insurer's liability.
A. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided. canceled, reduced in coverage or in limits, or non-renewed, without thirty
(30) days prior written notice thereof given by the insurer to City by U.S. mail, certified or
personal delivery.
B. CBIZ shall furnish City with duplicate originals of insurance certificates and
endorsements effecting coverage required by this Agreement which shall be received and
approved by City before the Services are commenced. The duplicate originals and original
endorsements for each policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. The procuring of such insurance or the delivery of duplicate originals
and endorsements evidencing the same shall not be construed as a limitation on CBIZ's
obligation to defend and indemnify City and City Personnel.
C. The amount of insurance required hereunder shall be as follows:
(i) General liability (including premises and operations, contractual liability,
personal injury, independent contractor's liability): One Million Dollars
($1,000,000), single limit, per occurrence and Two Million Dollars
($2,000,000)annual aggregate.
(ii) Automobile Liability (including owned, non-owned and hired autos): One
Million Dollars ($1,000,000), single limit, per occurrence and annual
aggregate.
(iii) Workers' Compensation and Employer's Liability: In accordance with
State Statutory requirements.
(iv) Professional Liability: One Million Dollars ($1,000.000).
, per occurrence
and Two Million Dollars ($2,0001,000) annual aggregate.
D. Any deductible or self-insured retention shall be declared to and approved by City
prior to the execution of this Agreement by City. In addition, CBIZ shall comply with, Divisions
4 and 5 of the California Labor Code by paying securing. for, and maintaining in full force and
securing, paying
effect for the term of this Agreement, complete Workers* Compensation Insurance, and shall
furnish a Certificate of Insurance to City before execution of this Agreement. For any Workers'
Compensation and Employer's Liability Coverage, the insurer shall waive all rights of
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subrogation against City and City Personnel arising from work performed by CBIZ for City.
City and City Personnel shall not be responsible for any claims in law or equity occasioned by
failure of CBIZ to comply with this section or with the provisions of law relating to Workers'
Compensation.
Section 7. Independent Contractor. It is the express intention of the Parties that
CBIZ 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 CBIZ. The Parties acknowledge that CBIZ is not an employee for
State tax, Federal tax or any other purpose.
Section 8. Discrimination Prohibited. In the performance of the Services and in the
hiring and recruitment of employees, CBIZ shall not discriminate on the basis of race, creed,
color, religion, sex,physical handicap, ethnic background or country of origin.
Section 9. Notices. Any notice to be given pursuant to this Agreement shall be
deposited with the United States Postal Service, postal prepaid and addressed as follows:
CITY: CBIZ:
Tina Kundig, Marcus D. Davis,
Finance Director/City Treasurer Managing Director
City of Redlands CBIZ Accounting, Tax& Advisory Services
35 Cajon Street of Orange County, LLC
PO Box 3005 2301 Dupont Drive, Suite 200
Redlands, California 92373 Irvine, California 92612
Nothing in this section shall be construed to prevent the giving of notice by personal service.
Section 10. Termination. This Agreement may be terminated by either Party, by
providing ten (10) business days prior written notice to the other Party (delivered by certified
mail, return receipt requested) of intent to terminate.
Section 11. Assignment. CBIZ shall not assign or subcontract any of the Services that
are the subject of this Agreement.
Section 12. Modifications. No change or modification of the terms or provisions of
this Agreement shall be deemed valid unless made in writing and signed by the Parties pursuant
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to this Agreement.
Section 13. No Third Party Beneficiaries, There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
Section 14. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California.
PcwdmAg \C.B1Z August 1-013 agrnint.6,27.13 doc
\ - Teements 3
Section 15. EfTect 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 16. Attornevs' 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 attorneys' fees, including fees for
use of in-house counsel by a Party.
Section 17. Entire Agreement. This Agreement represents the entire agreement of the
Parties as to the matters contained herein and supersedes any and all prior written or verbal
agreements between the Parties.
Section 18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. If any provision of this Agreement is found
by a court of competent jurisdiction to be unenforceable. such provision shall not affect the other
provisions, but such unenforceable provision shall be deemed modified to the extent necessary to
render it enforceable,preserving to the fullest extent permissible the intent of the parties set forth
in this Agreement.
Section 19. Miscellaneous. This Agreement shall be binding on all successors and
assigns of the Parties. Each Party acknowledges that this is a negotiated agreement, and as a
result, no part of this Agreement shall be construed against either Party based on drafting of this
Agreement.
Section 20. Limitation on Warranties. CBIZ warrants that it shall perform the
Services in good faith. CBIZ disclaims all other warranties, either express or implied, including,
without limitation,warranties of merchantability and fitness for a particular purpose.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and date
first shown at Redlands, California.
CITY OF REDLANDS CBIZ ACCOUNTING. TAX &ADVISORY
SERVICES OF ORANGE COUNTY, LLC
By:
By:
NJ Enrique Mar6cz, City Manager 'Marcus D. Davis. Managing Director
ATTEST:
Bye
Sam Irwin, City Clerk
I`ca\djm\AP_reemen&\CB1Z August 2013 agrmnt.6,2T I-3,doe 4
CBIZ MHM, LLC
i
June 24, 2013
Ms. Tina Kundig
Finance Director
City of Redlands
P.O. Box 3005
Redlands California 92373
RE: INFRASTRUCTURE UPDATE FOR THE YEAR ENDED JUNE 30, 2013
Dear Ms. Kundig:
CBIZ MHM, LLC (CBIZ) is pleased to continue to provide updated infrastructure records
for the year ended June 30, 2013 for the City of Redlands (City). The scope of the work
is as follows:
• City will identify all City capital projects accepted by the City Council between
July 1, 2012 and June 30, 2013. We request a copy of City Council bid
document and a copy of the plans for each project.
• City will identify all developer projects accepted by the City between July 1, 2012
and June 30, 2013.
• CBIZ will update the City's detailed infrastructure inventory for the year ended
June 30, 2013 based solely upon the information provided by the City.
• CBIZ will calculate accumulated depreciation and depreciation expense as of and
for the year ended June 30, 2013.
• CBIZ will provide a report documenting the additions and deletions in a format
acceptable to the City's external auditors.
Work on the update will be performed at a mutually agreed to date after the end of the
fiscal year. Based upon the availability of City staff and records, we anticipate providing
a draft report to the City no later than September 15, 2013. Upon acceptance by the
City, we will finalize the report.
CBIZ will provide GASB 34 infrastructure inventory update services for the year ended
June 30, 2013 to the City of Redlands for a fixed fee of $7,800. This fixed fee is
inclusive of all travel and out-of-pocket expenses. We will invoice the City monthly for
services rendered throughout the life of the project. Should the City elect not to identify
the City and developer projects to be capitalized, then we will provide the City with a
revised estimate of our services.
2301 Dupont Drive,Suite 200 m Irvine,CA 92612 x Ph:949.474.2020 � F:949.263.5520
Ms. Tina Kundig
Finance Director
City of Redlands
June 242O13
Terms and conditions for this engagement are documented inthe attached Exhibit A.
If the foregoing is in accordance with your understanding, please Sign the copy 0fthis
letter inthe space provided and return ittOus.
Sincerely,
CB|Z MHM, LLC
Marcus D. Davis
Managing Director
Accepted:
CITY{JFREOLAND8
By:
Title:
ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
A. Tax Services. These Terms and Conditions of Services and the 8ng8Qgrn8nt letter to
which these terms are appended constitute the entire agreement between you and CB|Z MHN1,
LLC for the L2X services to be rendered. As used herein, the term "tax Sen/iCgS"' includes only
the tax services as described in the attached engagement letter. All decisions in connection
with the implementation Of [|B|Z yWHK8. LLC'S tax services in connection with this engagement
shall be your responsibility.
B. Payment of Invoices. Our invoices for these tax nen/icgG will be rendered each month as
work progresses and are payable On presentation. If properly submitted invoices are not paid
within 30 days of the invoice date, 8 |Etg charge may accrue at the |eSS8r Of U\ 1% per month Or
(ii) the highest rate 8Uovv8b|g by |8vv. Without limiting its rights or remedies, CB|Z K8HM, LLC
Sh8|\ have the right to halt or terminate entirely its tax S8n/iCeS until full payment is received On
such past dug invoices. The failure of {|B|Z K4HK0, LLC to exercise its right to suspend or
terminate vvOd« shall not C0nSdiutg 8 waiver by CB|Z MHyW, LL{} of any right or remedy. In the
event Of 8 termination of this engagement pursuant to section D below, you 8ArV8 to
oOmpgnS@tg CB|Z IVIHK4. LLC for tax services performed and expenses incurred through the
effective dQ18 of termination. All outstanding bills will be paid in full prior to the release Of any
information or prior to final product or service delivery, un|gSS Other arrangements to pay your
bill have been agreed upon. @e8 section E be|Ovv for additional information regarding Limitation
on Damages.
C. Dispute Resolution. Because there are inherent difficulties in recalling or preserving
information as the period after an engagement increases, you agree that, notwithstanding any
8pp|iC8b|8 statute of limitations, any claim based On this engagement must be filed within twelve
(12) months after performance Of our service, Un|8Ss you have previously provided us with 8
written n0[iCS Of2specific defect in our services that forms the basis of the claim.
If any dispute, controversy Or claim arises in connection with the performance Or breach Of this
8grggnnRn1, either party may, upon written notice to the other party, r8qV8S1 that the matter be
mediated. Such mediation will be conducted by a mediator appointed by and pursuant to the
Rules Of the American Arbitration Association or such other neutral f8Ci|i181Or acceptable to both
parties. Both parties will exert their best efforts to discuss with each other in good tGbh their
respective positions in an attempt to finally resolve such dispute or controversy.
Each party may disclose any facts to the Other party Or to the mediator which it, in good faith.
considers necessary to resolve the matter. All such discussions, however, will he for the purpose
Of assisting in settlement efforts and will not be @dnn|GSib|e in any subsequent litigation against the
disclosing party. Except as agreed by both parties, the mgdi@1O, will keep confidential all
information disclosed during negotiations. The mediator may not act as 8witness for either party in
any subsequent arbitration between the parties.
The mediation proceedings will conclude within Sixty days from receipt Of the written notice unless
extended or terminated sooner by mVtVD| consent. Each party will be responsible for its Ovvn
expenses. The fees and expenses of the mediator, if any, will be borne equally bvthe parties.
If we are unable to resolve the fee dispute through mediation, you and (}BIZ K8HK8' LLC agree to
sUbnn|L to rgSQ|VdOn by arbitration in @CCOnj8nce with the rules Of the American Arbitration
Association. Such ad3br8t|On Sh8|| be binding and final, as permitted by the law of the
3
ATTACHMENT A
TERMS AND CONDITIONS OF SERUVCES
applicable jurisdiction. In agreeing to urbbr8tiOn, we both RChnOvvgdQe that inthe event Of 8
dispute over fees, each Of US is giving up the right to have the dispute decided in a COud of |8vv
before any judge orjury and instead are accepting the use of arbitration for resolution. The
prevailing party shall be entitled to the allowance of a reasonable attorneys' fee and other costs
Ofsuch action.
D. Term. This engagement Sh8|| conclude On the completion and delivery OfCB}Z K8HK8.
LLC|'s tax services hereunder. This engagement may bgterminated byeither party atany time
by giving written notice to the other party not |eSG than 10 business days before the effective
date of termination.
E. Limitation on Damages. Unless otherwise prohibited by |avv or applicable professional
standard, you agree that CB|Z IVIHIVI. LLC and its personnel shall not be liable to you for any
claims, liabilities, or expenses relating to this engagement for an aggregate GnnOurt in excess of
the fees paid by you to CB|Z IVIHIVI, LLC pursuant to this eng8gOm8nt, except 0Othe extent
finally judicially determined to have resulted from the bad faith or intentional misconduct of CBIZ
K8HIVI. LLC. Unless otherwise prohibited by law Orapplicable professional standard, in OQ event
Sh8|| CB{Z K8HK8' LLC or its personnel be liable for COnSeqU8n{i8|' special, indirect, incidental,
punitive, or exemplary |OSSeS or damages relating LO this engagement. This |inni181iOn On liability
provision shall apply to the fullest extent Of the |8vv' whether in COntr8C[' statute, tort (such as
neg|igenCG). professional standard, Urotherwise.
F. Third Parties and Internal Use. Except as otherwise agreed, all tax services hereunder
shall be solely for your internal purposes and use, and this engagement does not create privity
between CB|Z K8HIVI, LLC and any person or party other than you (8 "third party"). This
engagement is not intended for the 8xp,8SS or implied benefit Of any third party. No third party
is entitled to rely, in any manner or for any purpose, on the tax services provided by CBIZ IVIHIVI,
LLC. In order to protect CB|Z IVIHK8. LLC from any unauthorized reliance or claims, you further
agree that the tax services provided by CB|Z W1HyW' LLC 8h8|| not be distributed` made
available, circulated, or quoted to Or used by any third party without the prior written consent Of
CIBIZ K4HK8' LL{}. HovvSver, nothing in this paragraph Sh8|| be construed 83 limiting Or
restricting such disclosure for your tax return filing purposes.
G. Reliance Upon Your Information. You are responsible for making all financial records
and related information available to us. CB|Z K8HKX, ILL{} shall be entitled h} assume, without
independent verification, the accuracy of all representations, assumptions, information and data
that you and your representatives provide to CB|Z IVIHIVI, LLC. All assumptions,
representations, information and data to be supplied by you and your representatives will be
complete and accurate to the best 0fyour knowledge. CB|Z N4BIVI' LL(} may use information
and data furnished by others; however, CB|Z IVIHIVI, LLC shall not be responsible for, and CB|Z
IVIHK4' LLCShaU provide no assurance regarding, the accuracy and completeness Ofany such
information or data. Except as specifically provided herein, CB|Z K8HM, LLC Sh@U not aSSurnH
any responsibility for any financial reporting with respect to the tax services provided hereunder.
YOU GChnOvv8dge and understand that CB|Z IVIHN1, LLC is providing no attest services of any
kind. scope Ornature whatsoever, as part of this engagement. CB|Z K4HK3. LLC| Sh8U have no
responsibility to address any |8g8| matters Or questions of |8vx in connection with this
engagement. 8e8 SSCt10n K below for additional information regarding confidentiality.
4
ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
H. Governing Law and Severability. These Terms and Conditions of Sen/icem, and the
engagement letter b) which these terms are appended, shall be governed by, and construed in
accordance with, the laws Ofthe State in which CB|Z MHK4, LLC personnel rendering the tax
services are |oC318d (without giving effect 10 the ChOiCg Of |8w principles thereof). If any
provision ofthis Agreement is found by 8court Of competent jurisdiction to be unenfOn:g8b|g.
such provision shall not affect the other provisions, but such unenforceable provision shall be
deemed modified 1Othe extent necessary to render it enforceable, preserving to the fullest
extent permissible the intent of the parties set forth in this Agreement.
U. Cooperation, You Gh8|| CO0p9r81e with CB|Z yWHM, LLC in the performance by CB|Z
MH&4, LLC Of its tax services hergundgr, including, without limitation, providing [|B|Z K8HK8, LLC
with reasonable facilities and timely 8CcgSS to data, information, and your personnel. YOU ShG||
be responsible for the performance Of your personnel and agents and for the accuracy and
completeness of all data and information provided to CB|Z K1HK8' LLC for purposes of the
performance bvCB|ZK8HM, LLC ofits tax services hereunder.
J. Independent Contractor. |tiaunderstood and agreed that each ofthe parties hereto iaun
independent contractor and that neither party is, nor Sh8|| be considered to be, an agent,
partner, jointvgntumer, Or representative of the Other. Neither party shall act Orrepresent b8e|f'
directly Or by implication, as an agent of the other Or in any manner assume or create any
obligation Ofbehalf of, Orinthe name of, the other.
K. Confidentiality. To the extent that, in connection with this engagement, CB|ZK8HK4, LLC
comes into possession of any information of yours identified as proprietary Orconfidential, CB|Z
K8HM, LLC will not disclose such information to any third party without your consent, except (s)
as may bgrequired by |8vv, regulation, judicial or administrative process, in accordance with
applicable professional standards, or in connection with litigation pertaining hereto, or (b) to the
extent such information (i) shall have otherwise bHCQm0 publicly available (including, without
|i,nit@1ion, any information filed with any governmental agency and available tothe public) other
than as the result ofadisclosure by CB(Z K8HK4, LLC in b/g3Ch hereof, (ii) is disclosed by you Or
your p8rSOOOe| to @thind party without SUbGt2n[i8||y the same restrictions as set forth herein' (iii)
beCOrngS available to CBIZ K8HM, LLC On 8 n0ncOnfidgnd8| basis from 8Soun:g other than you
oryour personnel which CB|Z MHM' LLC does not believe is prohibited from disclosing such
information to [|B|Z K8HM. LLC by Ob|iQ@1i0n to you, (iv) is known by CB|Z K4HM, LLC prior to its
receipt from you without any obligation of confidentiality with respect thereto, or /v\ iSdeveloped
byCB|Z K8HM, LLC independently Ofany disclosures made by you Oryour personnel b] CB\Z
K4HM, LLC [f such information.
We will provide Mayer Hoffman McCann P.C. access to our client records and accounting, t8x,
financial and other information so that Mayer Hoffman K8C{}ann P.C. can provide you with any
attest services you have engaged them to perform. You authorize Mayer Hoffman MC[|SnD
P.C. to provide us access to all of your files and accounting, tax, financial and other information
inits possession for the purpose Ofproviding all tax services requested.
We may Use a SubCQntraCtOr, which may be located outside the U.S.` to 8S8iSt Us in the
preparation Ofyour tax returns. The subcontractor has established procedures and controls
designed to maintain data security and protect client confidentiality. As the paid pr8p8rerDf
5
ATTACHMENT A
TERMS AND CONDITIONS OF SERUVCES
your tax returns, our firm r8rn8inS responsible for exercising reasonable care in preparing your
tax return, and your tax return will be subjected 1Oour firm's normal quality control procedures.
In the interest [ffacilitating our services to you, we may communicate byfacsimile transmission
Or by sending electronic nn8i| over the Internet. Such COmmun|C81iOnS may include information
that is confidential to you. Our firm employs measures in the use of facsimile rn8ChinHG and
computer technology designed to maintain data security. While we will use Our best efforts to
keep such communications secure in accordance with our obligations under applicable laws and
professional standards, we have no COntn}| over the unauthorized interception Of these
communications once they have been sent.
L. MiycelUaneous' This agreement shall be binding on all transferees, successors and
assigns ofboth CB|Z K8HK4, LL{} and you. Each party acknowledges that this was 8negotiated
contract, and as 8r8SU|[ no part ofthis contract shall be construed against either party based
on drafting of the contract. In the event any part of this agreement is held to be illegal or
unenforceable for any reason, Such determination Sh8|| not affect nor invalidate the n8St of the
agreement, and the rest of the agreement shall remain in full force and effect.
M. Limitation on Warranties. This is eservices engagement. {}BIZ MHK8. LLC warrants that
it ShB|| perform tax SSn/iC8S hereunder in good faith. C0|Z K4HyW. [LC disclaims all other
warranties, either express Or implied, including, without limitation, warranties [fmerchantability
and fitness for 8particular purpose.
N. Property. The workpapers and files which CB|Z K8HM, LLC generates in connection with
this engagement are the property of {|BIZ K8HM, LLC. Upon the 1grnoin81iOn Of this
engagement, upon request we will return your original records to you. All [|B|Z K8HK1. LLC
workpapers; and files will be ,0{8ingd for 7 years, pursuant to CB|Z MHk8, LUC'S document
retention policy.
0' Non-Solicitation. During the term of this Agreement and for a period of one year
thereafter, the parties agree not to hire, S8|iCit. or attempt to SO|iC|t, whether directly Qrindirectly,
the Services of any staff 8nnp|0y8e. consultant, Or subcontractor of the other party without the
prior written consent of that party. Violation of this provision shO||' in addition to other relief,
require the breaching party to compensate the non-breaching party with 100 percent of the
solicited person's annual compensation.
P. Indemnification. Un|8SS otherwise prohibited by |8vv or applicable professional Gt8nd@rd,
you shall indemnify and hold harmless C|BiZ MHW1' LLC and its personnel from and against any
causes of action, d3noaggS (whether compensatory, consequential, special, indir8{t, incidental,
punitive, exenlp|ary. or of any other type Or nature), COStS and expenses (including, vvithVVi
limitation, reasonable attorneys' fees and the reasonable time and expenses Of [|B|Z K8HM.
LLC'S personnel involved) brought against Or involving CB|Z W1HM' LLC 81 any time and in any
vv8y arising out of Or relating to [}BIZ MHK4. LLC'S services under this engagement, except to
the extent judicially determined to have resulted from the bad faith, gross n8Q|igenCe. or willful
or intentional misconduct Of [|B}Z W1HM' LLC's personnel. This provision Sh8U survive the
termination of this agreement for any reason, and shall apply to the fullest extent of the law,
whether incontract, tort, or otherwise.
6
ATTACHMENT A
TERMS AND CONDITIONS OF SERIY/CES
If any action Or proceeding (any of the foregoing being 8 "Claim") is threatened Or commenced
by any third party against CB|Z K8HM' LLC that you are obligated to defend Or indemnify under
this Agreement, then written notice thereof shall be given to you as promptly as practicable.
After such notice and only so long as CB|Z IVIHK4, LL{}'8 and your interests with respect to the
claim remain consistent, no conflict exists, and, by your control Of the defense, CB|Z MHK4.
LLC'S insurance is not voided or otherwise compromised in any way, you shall be entitled, if you
SO elect in writing within ten days after receipt of Such nOhCe' to take COntn0| of the defense and
investigation of Such C)8inn and to employ and engage attorneys to handle and defend the
G8rnO, at your sole cost and expense, with the approval of CB|Z MHM' LUC' which approval
Sh8|/ not be unn88SOn8b/y withheld. CB|Z MHM' LLC Sh8|| cooperate in all reasonable respects
with you and your attorneys in the investigation, trial and defense Of such Claim and any appeal
arising therefrom; provided, however, that CB|Z K8HK8, LLC may, at its Ovvn QoS1 and expense,
participate, through its attorneys Or otherwise, in such investigation, trial and defense of such
Claim and any appeal arising therefrom. You Sh8|| enter into no settlement of 8 [||8im that
involves 8 remedy other than the payment Of rnOngy by you without the prior COnGgrd Of CB|Z
MHM. LLC.
After nOiiCR by you to [|B|Z K8HM, LLC Of your e|gCdOn to 8SSum8 full control Of the defense Of
any such Qainl' and CB|Z IVIHIVI, LL[|'S approval Of sg|H(tgd COunSg|' you Gh8U not be |i8b|8 to
CB|Z K8HK8, LLC for any legal expenses incurred thereafter by CB|Z IVIHIVI, LLC in COnn8CdOn
with the defense Of that Claim. If you do not aSSUnn8 full control over the defense of a C|8inO,
then you may p8diCip81g in such defense, at your SO|e COSi and expense, and CB|Z K8HK8, LLC
Sh8U have the right to defend you in such nn8nD8r as it may d8grn appropriate, 31 your cost and
expense.
[|B|Z Sh8U secure the minimum insurance coverage described b8|Om/' and such insurance shall
be primary with respect to any insurance Or self-insurance programs maintained by the City of
Redlands (City).
* Worker's Compensationand Employer's Liability insurance in the amount that meets the
statutory requirement shall be inforce with an insurance carrier acceptable 0Othe City.
* Comprehensive C0nnrnerCia/ General Liability insurance in the 8rnoUn1 of One rni||iOO
dOUa,S ($1'000'000) per occurrence and two million dO||8rG ($2,000,000) aggregate Sh@||
be in force with an insurance carrier acceptable to the City and name the City as
additional insured. (Three million dollars ($8,000.000) aggregate for projects with
grgatgraxpooune.1
• Professional Liability insurance, when 8pp|iC8b|0, in the 8rn0Vnt of one million dollars
($1,000.000) per C|8imG made and two million d0U8r8 /g2'000'000\ aggregate Sh8U be in
force with an insurance Carrier acceptable to the City.
* Commercial Automobile Liability insurance with nnininnUnn limits Of one million d0U8rS
($1'000.000) per occurrence, combined single limit for bodily injury liability and property
damage liability Sh@|| be in force and name the City as additional insured. This coverage
shall include all owned vehideS, hired and non-owned vehicles, and employee non-
ownership vehicles.
CB|Z Sh8|| instruct our insurance agent/broker to furnish properly executed certificates of
insurance hJthe City.
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ATTACHMENT A
TERMS AND CONDITIONS OF SERIVCES
• Certificates of insurance shall clearly evidence coverage required above.
• Certificates of insurance shall be submitted by the agent/broker directly either via email
or U.S. Mail to:
City of Redlands
Finance Dept./Risk Management
P.O. Box 3005
Redlands, CA 92373
8