HomeMy WebLinkAbout04188 - AON RISK SERVICES INSURANCE BROKERAGE MO 6551 0 Aon Risk Services, Inc.
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AGREEMENT ##4188
CITY OF PALM SPRINGS M06551, 1-5-2000
CONTRACT SERVICES AGREEMENT
THIS CONTRACT SERVICES AGREEMENT (herein"Agreement"), is made and entered
into this , :- day of January 2000,by and between the CITY OF PALM SPRINGS, a municipal
corporation, (herein "City") and AON RISK SERVICES, INC., a California corporation (herein
"Contractor"). (The term Contractor includes professionals performing in a consulting capacity.)
The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 ScopL of Services. In compliance with all terns and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhihii "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "worlc" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first class worlc and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 The Scope of Service shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth herein.
In the event of any inconsistency between the terms of such proposal and this Agreement, the
temis of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 I irsrn5rs, Pemnit F�� and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, pen-nits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole obligation
to pay for any fees (except surplus lines fees, provided such fees do not include any form of
commission and are strictly limited to actual costs of booking or processing passed through from
the underwriter), assessments and taxes, plus applicable penalties and interest, which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement, and shall indemnify, defend and hold harmless City against any such
fees, assessments,taxes penalties or interest levied, assessed or imposed against City hereunder.
1.5 Ea iliadl with Work By executing this Contract, Contractor warrants that
Contractor(a)has thoroughly investigated and considered the scope of services to be performed, (b)
has carefully considered how the services should be performed, and (c) fully understands the
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facilities, difficulties and restrictions attending performance of the services under this Agreement.
If the services involve work upon any site, Contractor warrants that Contractor has or will
investigate the site and is or will be fully acquainted with the conditions there existin, prior to
commencement of services hereunder. Should the Contractor discover any latent or unknown
conditions, which will materially affect the performance of the services hereunder, Contractor shall
immediately inform the City of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the Contract Officer.
1.6 Careof�/oxk. The Contractor shall adopt reasonable methods during the
life of the Agreement to furrush continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or damages,
and shall be responsible for all such damages, to persons or property, until acceptance of the work
by City, except such losses or damages as may be caused by City's own negligence.
1.7 Farther Recnnncihilities of parties. Both parties agree to use reasonable care
and diligence to perform their respective obligations under this Agreement. Both parties agree to
act in good faith to execute all instruments, prepare all documents and take all actions as may be
reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Additional Services, City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or male changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii)
the time to perform this Agreement, which said adjustments are subject to the written approval of
the Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
$25,000, whichever is less; or in the time to perform of up to one hundred eighty(180) days may be
approved by the Contract Officer. Any greater increases, taken either separately or cumulatively
must be approved by the City Council. It is expressly understood by Contractor that the provisions
of this Section shall not apply to services specifically set forth in the Scope of Services or
reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the
services to be provided pursuant to the Scope of Services may be more costly or time consunung
than Contractor anticipates and that Contractor shall not be entitled to additional compensation
therefor.
1.9 Sneninl Re zniremcntc. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as
Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of F.xhihit "B' and any other provisions of this Agreement, the provisions of Fxhihit
=B_ shall govern.
2.0 COMPENSATION
2.1 CDnlxar.I�. For the services rendered pursuant to this Agreement, the
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Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount specified at Exhibit "C (herein "Contract Sum"), except as provided in Section
I.S. The method of compensation may include: (i) a lump sum. payment upon completion, (ii)
payment in accordance with the percentage o C completion of the services, (iii)payment for time and
materials based upon the Contractor's rates as specified in the Schedule of Compensation, but not
exceeding the Contract Sum or (iv) such other- methods as may be specified in the Schedule of
Compensation. Compensation may include reimbursement for actual and necessary expenditures
for reproduction costs, telephone expense, transportation expense approved by the Contract Officer
in advance, and no other expenses and only if specified in the Schedule of Compensation. The
Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed
necessary by the City; Contractor shall not be entitled to any additional compensation for attending
said meetings.
2.2 Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no
later than the first (1st) working day of such month, Contractor shall submit to the City in the form
approved by the City's Director of Finance, an invoice for services rendered prior to the date of the
invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated
thereon which are approved by City pursuant to this Agreement no later than the last working day
of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Tin,e of Essence, Time is of the essence in the performance of this
Agreement.
3.2 Snbedrrle of Perfonnance. Contractor shall cormnence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the "Schedule of Performance" attached hereto as Exhihit "T)", if
any, and incorporated herein by this reference. When requested by the Contractor, extensions to the
time period(s) specified in the Schedule of Performance may be approved in writing by the
Contract Officer but not exceeding one hundred eighty(180) days cumulatively.
3.3 L^oraaMajcum. The time period(s) specified in the Schedule ofPerfonnance
for performance of the services rendered pursuant to this Agreement shall be extended because of
any delays due to unforeseeable causes beyond the control and without the fault or negligence of
the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe
weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
ernbargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Contractor shall within ten (10) days of the commencement of such delay notify the Contract
Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the
extent of delay, and extend the time for performing the services for the period of the enforced delay
when and if in the reasonable judgment of the Contract Officer such delay is justified. The
Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.
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In no event shall Contractor be entitled to recover damages against the City for any delay in the
performance of this Agreement, however caused, Contractor's sole remedy being extension of the
Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with. Section 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule
of Performance.
4.0 COORDINATION OF WORK
4.1 $eprl'sontativc of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection therewith:
Joan Berliner, Vice President
AON Risk Services, Inc.
707 Wilshire Blvd., Ste 6000
Los Angeles, CA 90054
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced
nor may their responsibilities be substantially reduced by Contractor without the express written
approval of City.
4.2 Contract officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified berein, any approval of City required hereunder shall mean the approval of the
Contract Officer, The Contract Officer shall have authority to sign all documents on behalf of the
City required hereunder to carry out the terms of this Agreement.
4.3 2mbibitian Against Subcontracting or Ass; meat. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a substantial
inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with
any other entity to perform in whole or in part the services required hereunder without the express
written approval of the City. In addition, neither this Agreement nor any interest herein nnay be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control of
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Contractor, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Contractor or any surely of Contractor of any liability hereunder
without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with
offices located within the jurisdictional boundaries of the City of Palm Springs and, if none are
available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local
Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting
for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor,the
Contractor shall submit evidence to the City that such good faith efforts have been made or that no
Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced
by placing advertisements inviting proposals or by sending requests for proposals to selected Local
Subcontractors. The City may consider Contractor's efforts in deternining whether it will consent
to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies
of all contracts and subcontracts hereunder for the period specified in Section 6-2,
4A Tnrlenendetnt Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth herein. City shall have no voice
in the selection, discharge, supervision or control of Contractor's employees, servants,
representatives or agents, or in fixing their number, compensation or hours of service. Contractor
shall perform all services required herein as an independent contractor of City and shall remain at
all times as to City a wholly independent contractor with only such obligations as are consistent
with that role. Contractor shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. City shall not in any way or for any purpose
become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or
a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Tns„rance. The Contractor shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof,the following policies of insurance:
(a) Comprehensive General T.iahility Insurance, A policy of
comprehensive general liability insurance written on a per occurrence basis. If the Contract Sum is
525,000-00 or less, the policy of insurance shall be written in an amount not less tbau either (i) a
combined single limit of $500,000.00 or (ii) bodily injury limits of 5250,000.00 per person,
5500,000.00 per occurrence and 5500,000.00 products and completed operations and property
damage limits of 5100,000-00 per occurrence and 5100,000-00 in the aggregate. If the Contract
Sum is greater than $25,000.00 but less than or equal to 5100,000.00, the policy of insurance shall
be in an amount not less than either (i) a combined single limit of 51,000,000-00 for bodily injury,
death and property damage or (ii)bodily injury limits of$500,000.00 per person, $1,000,000.00 per
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occurrence and 51,000,000.00 products and completed operations and property damage limits of
5500,000.00 per occurrence and $500,000.00 in the aggregate. If the Contract Sum is greater than
$100,000.00, the policy of insurance shall be in an amount not less than $5,000,000.00 combined
single limit.
(b) _W.-oCker,Ls�Compensntion Tnsurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both the Contractor and
the City against any loss, claim or damage arising from any injuries or occupational diseases
occurring to any worker employed by or any persons retained by the Contractor in the course of
carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis in an amount not less than either (i) bodily
injury liability limits of $250,000.00 per person and $500,000.00 per occurrence and property
damage liability limits of 5100,000.00 per occurrence and 5250,000.00 in the aggregate or (ii)
combined single limit liability of $500,000.00. Said policy shall include coverage for owned,
non-owned, leased and hired cars.
(d) Policies of such other insurance, including
professional liability insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its
officers, employees and agents as additional insureds. The insurer shall waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. All of said policies of insurance shall provide that said insurance may not
be amended or cancelled without providing thirty (30) days prior written notice by registered mail
to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to
the Contract Officer. No work or services under this Agreement shall commence until the
Contractor has provided the City with Certificates of Insurance or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are
approved by the City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following"cancellation"notice:
CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING
COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO
CERTIFICATE HOLDER NAMED HEREIN.
(to be initialled]
Agent Initials
The Contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
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damages to any persons or property resulting fi-om the Contractor's activities or the activities of any
person or persons for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section
4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require the
subcontractor to maintain the same policies of insurance that the Contractor is required to maintain
pursuant to this Section 5.1.
5.2 Tndemnificatian. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless from, any
and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by
any person, firm or entity arising out of or in connection with the negligent performance of the
work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees,
provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or
arising from Contractor's negligent performance of or failure to perform any term, provision,
covenant or condition of this Agreement, whether or not there is concurrent passive or active
negligence on the part of the City, its officers, agents or employees but excluding such claims or
liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or
employees,who are directly responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers,
agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection with the negligent performance of or failure to perform the
work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all reasonable costs and expenses incurred by the City, its
officers, agents or employees in such action or proceedin, including but not limited to, legal costs
and attorneys' fees.
5.3 Sufficiency of Tn.sirer nr 4„r — Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in California,
rated"A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the
Federal Register, and only if they are of a financial category Class VII or better, unless such
requirements are waived by the Director of Administrative Services or designee of the City
("Director of Administrative Services") due to unique circumstances. In the event the Director of
Administrative Services detennuies that the work or services to be performed tinder this Agreement
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creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum
bruits of the insUrance policies and the performance bond required by this Section 5 may be
changed accordingly upon receipt of written notice fi-otn the Director of Administrative Services;
provided that the Contractor shall have the right to appeal a determination of increased coverage by
the Director of Administrative Services to the City Council of City within ten (10) days of receipt
of notice from the Director of Administrative Services.
6.0 RECORDS AND REPORTS
6.1 RepnilS. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned
about the cost of work and services to be performed pursuant to this Agreement. For this reason,
Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or
events that may or will materially increase or decrease the cost of the work or services
contemplated herein or, if Contractor is providing design services, the cost of the project being
designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance,
technique or event and the estimated increased or decreased cost related thereto and, if Contractor is
providing design services, the estimated increased or decreased cost estimate for the project being
designed.
62 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and fi-ee access to such books and records at all tunes during normal business hours
of City, including the right to inspect, copy, audit and make records and transcripts from such
records. Such records shall be maintained for a period of three (3) years following completion of
the services hereunder, and the City shall have access to such records in the event any audit is
required.
63 Ownershil ofof Dom. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and agents in
the performance of this Agreement shall be the property of City and shall be delivered to City upon
request of the Contract Officer or upon the termination of this Agreement, and Contractor shall
have no claim for further employment or additional compensation as a result of the exercise by City
of its full rights of ownership of the documents and materials hereunder. Any use of such
completed documents for other projects and/or use of uncompleted documents without specific
written authorization by the Contractor will be at the City's sole risk and without liability to
Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom.
Contractor may retain copies of such documents for its own use. Contractor shall have an
unrestricted right to use the concepts embodied therein. All subcontractors shall provide for
assigrnment to City of any documents or materials prepared by them, and in the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all damages resulting
therefrom.
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6.4 Release of nornmentc. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the perfortnance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 Califomia Law- This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement
shall be instituted in the Superior Court of the County of Riverside, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
7.2 Disputes- Tn the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a clai n
therefor. The injured party shall continue performing its obligations hereunder so long as the
injuring party commences to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of the notice, or such
longer period as may be permitted by the injured party; provided that if the default is an immediate
danger to the health, safety and general welfare, such itunediate action may be necessary.
Compliance with the provisions of this Section shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such compliance shall not be a waiver of any
party's right to take legal action in the event that the dispute is not cured, provided that nothing
herein shall limit City's or the Contractor's right to terminate this Agreement without cause
pursuant to Section 7.8.
7.3 Retention oFFunds, Contractor hereby authorizes City to deduct from any
amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the
payment of which is or reasonably may be in dispute in the future hereunder or which are necessary
to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all
amounts for which City is or reasonably may be liable in the future to third parties, by reason of
Contractor's acts or omissions in performing or failing to perform Contractor's obligation under-
this Agreement. In the event that any claim is made by a third party, the amount or validity of
which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis
for a claim of lien, City may withhold from any payment due, without liability for interest because
of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such
right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure,
indemnify, and protect City as elsewhere provided herein.
7.4 Wniver. No delay or omission in the exercise of any Tight or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the parry's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
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7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or nacre of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
7.6 Legal Action, In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Tem,inalion Prior to Expiration OF Tenn. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for
termination for cause- The City reserves the right to terminate this Agreement at any time, with or
without cause, upon thirty (30) days' written notice to Contractor, except that where termination is
due to the fault of the Contractor, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this
Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City,
except that where termination is due to the fault of the City, the period of notice may be such
shorter time as the Contractor may determine. Upon receipt of any notice of tennination,
Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date of
the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the
Contractor shall be entitled to compensation only for the reasonable value of the work product
actually produced hereunder. In the event of termination without cause pursuant to this Section,the
terminating party need not provide the non-terminating party with the opportunity to cure pursuant
to Section 7.2.
7.8 lozmiii4fi_ nor 12e If termination is due to the failure
of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with
the provisions of Section 7.2, take over the work and prosecute the same to completion by
contract or otherwise, and, unless a court of competent jurisdiction has determined that
Contractor was not, in fact, responsible for the failure, the Contractor shall be liable to the extent
that the total cost for completion of the services required hereunder exceeds the compensation
herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages)
and City may withhold any payments to the Contractor for the propose of set-off or partial
payment of the amounts owed the City as previously stated.
7.9 Attnrnnys'Fees- if either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attomey's fees. Attorney's fees shall
include attorney's fees on any appeal, and in addition a parry entitled to attorney's fees shall be
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entitled to all other reasonable costs for investigating such action, taking depositions and discovery
and all other necessary costs the court allows which are incurred in such litigation. All such fees
shall be deemed to have accrued on commencement of such action and shall be enforceable
whether or not such action is prosecuted to judgment.
7.10 Tem,inatinn for Default of City. If termination is due to the failure of the
City to fulfill its obligations under this Agreement, Contractor shall, after compliance with the
provisions of Section 7.2, innnediately cease all further actions hereunder.
8.0 CiTY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liahility of City nffirrtC.aurLE.. Ps. No officer or employee of the
City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
8.2 C,onflictaf lnt=s1_ No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to (he Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. The Contractor warrants that it has not
paid or given and will not pay or give any third party any money or other consideration for
obtaining this Agreement.
8.3 Covenant Against Disc,;mination. Contractor covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
Agreement. Contractor shall take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person shall
be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City,
to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O.
Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the
address designated on the execution page of this Agreement. Either party may change its address
by notifying the other party of the change of address in writing. Notice shall be deemed
connnunicated at the time personally delivered or in seventy-two (72) hours from the time of
mailing if mailed as provided in this Section.
- 11 -
9.2 Tnte,pretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of this Agreement or any outer rule of construction which might
otherwise apply.
9.3 Tnte ag r> ion- Amendment. It is understood that there are no Ora] agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any
and all previous negotiations, arrangements, agreements and understandings, if any, between the
parties, and none shall be used to interpret this Agreement. This Agreement may be amended at
any time by the mutual consent of the parties by an instrument in writing.
9.4 Severahility. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or
sections of this Agreement which are hereby declared as severable and shall be interpreted to carry
out the intent of the parties hereunder unless the invalid provision is so material that its invalidity
deprives either parry of the basic benefit of their bargain or renders this Agreement meaningless.
9.5 Cnijimale Anthnrity. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this
Agreement, such party is fomrally bound to the provisions of this Agreement, and (iv) the entering
into this Agreement does not violate any provision of any other Agreement to which said party is
bound.
- 12 -
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above.
CITY OF PALM SPRINGS,
a municipal corporation
By: Z4 �--k
City Manager
ATTEST:
11—a—
City Clerk
APPROVED AS TO FORM:
GrY"I"C11;r-07YtCOUNN 9LL
U
C A omey
CONTRACTOR: AON RISK SERVICES, TNC.
n
i f
By Lti tG�' C C�i4G'i�'
Title:
i
By:r
Name:07,xv,4c-�
Title:
Address:7G-F A //—�5//Z/gE 6�VJ )
'�4s
[ENT) OF STGNATURES]
- 13 -
JAN-12-00 NED 04;34 PM CITY OF PALM SPRINGS FAX NO, 760 323 8207 P• 02
EXHIBIT "Al'
SCOPE OF&FlZ CES
Contractor shall provide Property,Liability and Workers' Compensation Insurance Brokerage services per
Request for Proposal(TiFP)02-00,per the Contractor's proposal dated Tully 16, 1999,and per the following
itemized work items:
A_ Working on behalf ofthe City of Palm Springs,California,Contractor shall solicit insurance andrisk
management proposals from qualified carriers and third party administrators, and evaluate and
recommend the most effective risk financing programs. Each time there is a renewal of a financing
program, Contractor shall further provide City with a copy of all bids, including the name of each
insurance company,amount of the bid and details regarding coverages encompassed within the bid.
Contractor is to review various risk financing strategies including The Ciw's current program and
should include first dollar,self insured retention or deductibles,loss sensitive programs or programs
including the services of an "unbundled"third party administrator. Contractor shall work with Ilia
City staff,as applicable. and shall prepare a project time line, develop a marketing strategy; make
presentations; and implement the program to include negotiations with carriers, third party
administrators, and other appropriate parties.
B. The Contractor shall develop project time lines and shall be available accordinn to time lines
coordinated with, and acceptable to City for planning, review,presentations, and implcmenzstion
meeting prior to the expiration date of the policies due for renewal_ All recommendations for
coverage shall include comprehensive competitive prices from the insurance market Summaries
shall include insurance company, price quoted, Bust's ratings, limits, deductibles and important
exclusives.
C. Following a 90 day startup period, Contractor shall provide assistance to the City's Risk
Management and Homan Rcsourccs staff in tho enhancement and improvement of a loss sensitive
premium allocation system.
1). Contractor shall assist City staff in the development and maintenance of contractual insurance
standards and provide advice as to the appropriate types and levels of coverage necessary for
proposed contracts.
Z Contractor shall review invoices received from carriers,to assess accuracy, initiate billing activity,
and resolve accounting differences or discrepancies-
F. On behalf of the City, Contractor shall issue binders and insurance ecrtificatcs of coverage,request
endorsements from carriers and issue identification cards for automobile insurance.
G. Contractor shall analyze insurance market trends and report in advance on the effect the trends will
have on pricing and coverage availability and shall snake appropriate recommendation so that City
may take advantage of said trends.
H, Contractor shall provide training services to City staff on insurance and risk management topics.
1. Contractor shall provide routine verbal consulting advice on safety and loss control matters as they
relate to the City's risk management program, In addition, Contractor shall carry out on-site risk
Received Jan-12-00 03;27om 5rom-730 323 3207 To-RUTAN C TUCKER LLP paaa 02
BAN-12-00 WED 04:34 PM CITY OF PALM SPRINGS FAX NO 760 323 8207 P. 03
assessment inspections of at least one third ofthe City's facilities annually and develop and provide
training progamms to reduce said risks.
J_ Within 270 days of contract commencement Contractor shall advise the City in setting up an
effective comprehensive Employee Safety Program.
K. Contractor shall assist the human Resources Director in the audit of Workers' Compensation
classification coding and Workers' Compensation claims files,
L_ Contractor shall maintain frequent contact with claims personnel to follow the progress of claims
management activities.remain abreast of loss development,assist in resolving problems/conflicts
regarding claims administration issues.
M. Contractor shall assistthe Risk Manager by spot auditingthe Property and Liability claims files with
an bye toward correct reserving practices.
N. Within 180 days of contract commencement.Contractor shall perform a complete analysis of City's
current Workers' Compensation Program and report and recommend as to the most effective
program for the City's consideration. Contractor would assist in Request for Proposal development
for a third party administration if the recommended approach is in that direction and if City Council
accepts that recommendation.
O. Meet with City's Managcment on a semiannual basis to review overall risk management program.
p_ Work with City's Police Chief, Fire Chief, Airport Director and Facilities Director to develop a
driver training program that addresses the needs of the City_ Then,provide said driver training ro
City drivers all within 365 days of Contract Agreement.
Q, Act as primary Safety Committee contact conduct a review of all safety incidents and accident
reports, conduct quarterly meetings with City's Safety Committee to discuss incident trends and
solutions-
R. Issue quarterly written performance reports to City's Management within 30 days of the end of each
quarter.
Received Jan-12-00 05:27pm From-760 923 8207 To-ROTAN A TUCKER LLP Page 03
DEC-20-99 MON 03:24 PM CITY OF PALM_ SPRINGS FAX NO. 760 323 8207 PIE .
EXHIBIT"C"
SCHE�7T]LE OF COMFENSA7TSZN
For each year of the Agreement,Contractor shall be paid a flat fee of$75,000. Said fee shall be paid in three
equal installments in January,May and September ofcach year- Contractor to provide an invoice at least 30
days prior to required payments-
Should the City elect to accept one or both ofthe renewal options,said fee shall continue at$75,000 per year-
Received Dec-N-99 02,16pm From-ND 3Z3 EZOT To-ROTAN & TUCKER LLP, Pale OE
DEC-20-99 MON 03�24 PM CITY OF PALM SPRINGS hAX NO. (60 323 8201 N. 06
F
EXHIBIT"J)"
SCNEI7 F O PBRF
Services under this contract shall be provided in a timely fashion so the City has at least 20 days to review
all bids and mcarnmend insurance placonaents.
By February 28 of each year,Contractor shall advise City ofthe major training effort to be undertaken by
Contractor in that contract year.
Received Dec-20—H 02:16pm From-760 323 EZ07 To-RUTAN G TUCKER LLP, Pala 05
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wa3 i••o•"A•0T""5e"/"1"M 7"•M 2r•p 0••o 0m 0
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PRODUCER SBTIBI# 600558 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
AON RISK SERVICES,INC.OF ILLINOIS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
123 NORTH WACKER DRIVE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
CMICAGO,IL 60606 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
ATTN: EMILYN GARCIA-INSURANCE VERIFICATION CENTER COMPANIES AFFORDING COVERAGE
1-BOO-4-VERIFYIFAXM812.701-41D114143 COMPANY CONTINENTAL CASUALTY COMPANY
OBA AON RISK INSURANCE SERVICES OF ILLINOIS,CA LICENSE NO. A
INSUREDonggA
coM NENTTIONAL URANCE COMPANY
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AON CORPORATION AND NSRANCECOMPANY '�e1
AON RISK SERVICES OF SOUTHERN CALIFORNIA COMPANY ILLINOIS NATIONAL INSURANCE COMPANY n
123 NORTH WACKER DRIVE C
CHICAGO,IL 60606 COMPANY
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THIS IS TO CERTIFY THAT THE POLICIESOF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
DO rypE OF INSURANCE POLICY EFFECTIVE POLICY EXPIRATION
LTR POLICY NUMBER DATE(MMOONY) DATE(MMloom') LIMITS
A GENERAL LIABILITY GL166613784 06/01/97 06/01/2000 GENERAL AGGREGATE 5 2000000
X COMMERCIAL GENERAL LIABILITY
PRODUCTB•COMP/OP AGG 3 1 QQQ QQD
CLAIMS MADE 7X OCCUR PERSONAL&ADV INJURY 5 1,000,000
OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE 51 000000
FIRE DAMAGE (Any oncfirc) l 250,000
MED EXP (Anyone person) G 10 QQQ
A AUTOMOBILE LIABILITY BUA166613803 (AOS) 06/01/97 06/01/2000
X ANYAUTO BUA266613817(TX) COMBINED SINGLE LIMIT 2 1,000,000
ALL OWNED AUTOS
BODILY INJURY 5
SCHEDULED AUTOS (Per person)
HIRED AUTOS
9001LY
NON-OWNED AUTOS 5
(Pnraccldonden 0
PROPERTY DAMAGE S
GARAGE LIABILITY
_ AUTO ONl,y-EA ACCIDENT 5
ANY AUTO OTHER THAN AUTO ONLY
0 EACH ACCIDEM S
-AGGREGATE IS
EXCESS LIABILITY
EACH OCCURRENCE 5
UMBRELLA FORM AGGREGATE- $
OTHER THAN UMBRELLA FORM S
A WORKER'S COMPENSATION A14D- WC166613767 -- -' '06/01/97 06/01/2000 X-11 T RYLL i Ora
h EMPLOYERS'LIABILITY WC166613770 06/01/97 05/012000 EL EACH ACCIDENT 6 1,000,000
O TIEPROPRIETOW NcL WC187429147(NY) 05/01/98 06/012000 EL DISEASE-POLICYLIMTT S 1,000000
PMrNERVEYECIRIVE
OFFICERS AAC EXCL ELDISEASE-EA EMPLOYEE 5 1,000,000
OTHER
DESCRIPTION OF OPERATIONS/LOOATION5N8HICLESISPECIAL ITEMS
CITY OF PALM SPRINGS, ITS OFFICERS, EMPLOYEES AND AGENTS ARE ADDITIONAL INSURED ON THE ABOVE GENERAL
LIACILITYPOLICY.
,•,p,:„i„x• .:
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF PALM SPRINGS EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ZOLYA90AXXX MAIL
3200 TAHQUITZ CANYON WAY 30 DAY5 WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
PALM SPRINGS, CA 92263-2743
ATTN: CITY CLERK
"
Al1Y REPRESENTATIVE NC.OF IL
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ACORD„ ; CERTIFICAT§]F LIAB'ILITY,INSURA*E DATE(MM/6D/YY)'
06/01/2000
PRODUCER SEF191# 0406 THIS CPRTIFICATE IS ISSUED AS A MATTER OF INFORMATION
AON RISK SERVICES,INC.OF ILLINOIS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
123 NORTH WACKER DRIVE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
CHICAGO,IL 60606 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
ATTN' EMILYNGARCIA-INSURANCE VERIFICATION CENTER COMPANIES AFFORDING COVERAGE
1.500.4-VERIFY/FAXI131 2-701.410114143 COMPANY
DBA AGN RISK INSURANCE SERVICES OF ILLINOIS,CA LICENSE NO. - A CONTINENTAL CASUALTY COMPANY
INSURED COMPANY
B AON CORPORATION AND TRANSCONTINENTAL INSURANCE COMPANY
_.
AON RISK SERVICES OF SOUTHERN CALIFORNIA COMPANY ILLINOIS NATIONAL INSURANCE COMPANY
123 NORTH WACKER DRIVE C
CHICAGO.IL 60606 -- - Q
COMPANY O
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COVERAGES
TI•IIS IS TO CERTIFY THAT'I'FIE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED AEI OVELF013,�LIE., PpJ„ICY ERIOD
INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT Wl``7H R�FEE HI I•I THIS
CERTIFICATC MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HERCIN IS SU �TO ALL -RMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTA TYPE OF INSURANCE POLICY NUMBER ATE(MM/Uvrfy)CY EFFECTIVE POLICY
DATE(MWDD/YV)EXPIRATION Nf LIMITS
A LGENERAL LIABILITY GL189160404 06/01/2000 06/01/2003 GENERAL AGGREGATE $ 2,000,000
X COMMERCIAL GENERAL LIABILITY PRODUCTS•COMP/OP ACC S 1,000,000
-CLAIMSMAE JOCDUR PERSONAL L ADV INJURY S 1,OOQ000
OWNERS&CONTRACTOR PR01' EACH OCCURRENCE 8 1,000,000
FIRE DAMAGE (Any one Iwo) $ 250.000
MEDEXP (Any gnu person) S 10,000
A AUTOMOBILE LIABILITY BUA189160449(AOS) 06/01/2000 06/01/2003
X ANY AUTO BUA189160421 (TX) COMBINED SINGLE LIMIT S 1,000,000
ALL OWNED AUTOS BODILY INJURY
5
SCHEDULED AUTOS (For person)
HIRED AUTOS BODILY INduav _
NON•OWNEDAUTOS (Per eccltlent)
PROPERTY DAMAGE S
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S
ANY AUTO OTHER TI•IgN AUTO ONLY.
_. EACH ACCIDENT S
AGGREGATE S
EXCESS LIABILITY l
UMBRELLA FORM �AG
H OCCURRENCE $
REGATE S
OTHER THAN UMBRELLA FORM
B I WORKER S COMPENSATION AND WCIB9160340 (NV,OR,WI&WY) 06/01/2000 O6/Ol/2008 X TonvuTu oEe u
EMPLOYERS LIABILITY W0189160368 AIDS
( ) ELEACI•IACC�DENT S 1,000,000
PARTN[FSIL%EcuimE INCL -EL-DISEASE—POLICYLIOMT- -- - 1,000,60
-- --
OFFICEnSARE IEXCL EL DISEASE-EA EMPLOYEE $ 1,000,000
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLESISPECIAL ITEMS
CITY OF PALM SPRINGS, ITS OFFICERS, EMPLOYEES AND AGENTS ARE ADDITIONAL INSURED ON THE ABOVE GENERAL
LIABILITYPOLICY.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF PALM SPRINGS EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL EXYKWYN )t&MAIL
3200 TAHOUITZ CANYON WAY 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
PALM SPRINGS, CA 92263.2743 xit10(waxT43mcsr�XoNucsuoucAwxlcpsHn+�;�K mmoaL ceIgKX yKmy.
)dtJ(ri1NFXvmyxXIIIwxA)mx)nflgFNO,CXXv gs.
AUTHO ZED REPRESEE/NTATIVE OF ADN RISK SERVICES,INC.OF IL
ACORp 25-5(7l95) ®ACORD CORPORATION 7988
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