HomeMy WebLinkAboutAON RISK INSURANCE SERVICES WEST, INC.MURANCE NOT ON
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LE
WORK MAY NOT PROCEED N-2023-207
CITY CLERK
DACE.
CONSULTANT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND AON
r L� RISK INSURANCE SERVICES WEST, INC. TO PROVIDE ACTUARIAL SERVICES
THIS AGREEMENT FOR CONSULTANT SERVICES ("Agreement") is made and
entered into this 1" day of August, 2023 by and between AON Risk Insurance Services West, Inc.
c ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California ("City") hereinafter collectively
referred to as the "Parties".
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
conducting actuarial studies and related actuarial services for the City's Human Resources
Department and the City's Finance and Management Services Department.
B. Consultant represents that it is able and willing to provide such services described herein
to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject
to the terms and conditions hereinafter set forth, the Parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete those services described and identified in Consultant's Proposal, which
is attached hereto an incorporated herein by this reference as Exhibit A.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services
under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended
under the term of this Agreement, including any extension period(s), shall not exceed $20,000.00,
and is comprised of the base amount of $16,500.00 and a contingency amount of $3,500.00 for
any additional and necessary services, to be exercised at the City's sole discretion.
b. Payment by City shall be made within 45 days (forty-five) days following receipt
of proper invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on August 1, 2023, and shall terminate on December 31,
2023, unless terminated earlier in accordance with Section 15, below. The term of this Agreement
may be extended at the sole discretion of City for two (2) additional one-year periods, upon a
writing to the Consultant executed by the City Manager and the City Attorney. Thereafter, further
extension of this Agreement may only be made by amendment upon mutual agreement of the
Parties.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder and the results of that work by the Consultant, its agents,
representatives, employees or subcontractors.
a. Consultant shall not commence work for the City until it has provided evidence
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satisfactory to the City that it has secured all insurance required under this Section. In
addition, Consultant shall not allow any subconsultant to commence work on any
subcontract until it has secured all insurance required under this Section.
b. Insurance coverage shall be at least as broad as:
(i) Commercial General Liability (CGL): Insurance Services Office Form
CG 00 01 covering CGL on an "occurrence" basis, including products
and completed operations, property damage, bodily injury and personal
& advertising injury with limits no less than $1,000,000.00 per
occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG
25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
(ii) Automobile Liability: Insurance Services Office Form Number CA
0001 covering, Code 1 (any auto), or if Consultant has no owned autos,
Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000.00
per accident for bodily injury and property damage.
(iii)Workers' Compensation insurance as required by the State of
California, with Statutory Limits, and Employer's Liability Insurance
with limit of no less than $1,000,000.00 per accident for bodily injury
or disease.
(iv)Professional Liability (Errors and Omissions) Insurance appropriates to
the Consultant's profession, with limit no less than $2,000,000.00 per
occurrence or claim, $4,000,000.00 aggregate.
(v) If the Consultant maintains broader coverage and/or higher limits than
the minimums shown above, the City requires and shall be entitled to
the broader coverage and/or the higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
c. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to
contain, the following provisions:
(i) Additional Insured Status. The City, its officers, officials, employees,
and volunteers are to be covered as additional insureds on the CGL
policy with respect to liability arising out of work or operations
performed by or on behalf of the Consultant including materials, parts,
or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an
endorsement to the Consultant's insurance (at least as broad as ISO
Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG
20 38; and CG 20 37 forms if later edition is used).
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(ii) Primary Coverage. For any claims related to this contract, the
Consultant's insurance coverage shall be primary insurance primary
coverage at least as broad as ISO CG 20 01 04 13 as respects the City,
its officers, officials, employees, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
(iii)Notice of Cancellation. Each insurance policy required above shall
state that coverage shall not be canceled, except with notice to the City.
(iv)Waiver of Subrogation. Consultant hereby grants to City a waiver of
any right to subrogation which any insurer of said Consultant may
acquire against the City by virtue of the payment of any loss under such
insurance. Consultant agrees to obtain any endorsement that may be
necessary to affect this waiver of subrogation; but this provision applies
regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
(v) Self -Insured Retentions. Self -insured retentions must be declared to
and approved by the City. The City may require the Consultant to
purchase coverage with a lower retention or provide proof of ability to
pay losses and related investigations, claim administration, and defense
expenses within the retention. The policy language shall provide, or be
endorsed to provide, that the self -insured retention may be satisfied by
either the named insured or City.
(vi)Acceptability of Insurers. Insurance is to be placed with insurers
authorized to conduct business in the state with a current. A.M. Best's
rating of no less than ANII, unless otherwise acceptable to the City.
(vii) Claims Made Policies. If any of the required policies provide
coverage on a claims -made basis:
• The Retroactive Date must be shown and must be before the date
of the contract or the beginning of contract work.
• Insurance must be maintained and evidence of insurance must
be provided for at least five (5) years after completion of the
contract of work.
• If coverage is canceled or non -renewed, and not replaced with
another claims -made policy form with a Retroactive Date prior
to the contract effective date, the Consultant must purchase
"extended reporting" coverage for a minimum of five (5) years
after completion of contract work.
(viii) Verification of Coverage. Consultant shall furnish the City with
original Certificates of Insurance including all required amendatory
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endorsements (or copies of the applicable policy language effecting
coverage required by this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements to
City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Consultant's
obligation to provide them. The City reserves the right to require
complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time.
(ix)Subcontractors. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors.
(x) Special Risks or Circumstances. City reserves the right to modify
these requirements, including limits, based on the nature of the risk,
prior experience, insurer, coverage, or other special circumstances.
INDEMNIFICATION.
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for, personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and ( 2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due to the negligent operations of the Consultant, its subcontractors, agents, employees,
or other persons acting on its behalf which relates to the services described in section 1 of this
Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
reason of the events referred to in this Section or by reason of the terms of, or effects, arising from
this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for
the defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party asserting that personal injury, damages, just compensation,
restitution, judicial or equitable relief due to personal or property rights arises by reason of the
terms of, or effects arising from Consultant's performance under this Agreement. City may make
all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
the foregoing, to the extent Consultant' s services are subject to Civil Code Section 2782. 8, the
above indemnity shall be limited, to the extent required by Civil Code Section 2782. 8, to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant.
S. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
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letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, dirough no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
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promotion, termination or other employment related activities or any services provided under this
Agreement.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the Parties. In
the event of a conflict between the terms of this Agreement and any exhibits or other attachments
hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by
written instrument signed by the City and by an authorized representative of Consultant. The
Parties agree that any terms or conditions of any purchase order or other instrument that are
inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
Consultant or the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which is not embodied herein. This Agreement and all related
obligations and services hereunder are intended for the sole benefit of City and Consultant and are
not intended to create any third -party rights or benefits.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other consultants retained by City.
15. TERMINATION
This Agreement may be terminated by either party for default after. five (5) days written
notice to the other if the other party has substantially failed to fulfill any of its obligations under
this Agreement after a thirty (30) day noticed cure period. CITY has and reserves the right to
terminate this Agreement at its convenience and without cause upon thirty (30) days written notice
to Consultant. In the event that the City should terminate this Agreement for its convenience,
Consultant shall be entitled to payment for services provided hereunder, as provided in Section 2,
including for such services performed prior to the effective date of said termination, including
travel, accrued as of the date of the termination, which payment shall be per the terms set forth in
Section 2, subject to the following conditions:
a. As a condition of such payment, the City may require Consultant to deliver to the
City all work product(s) completed as of such date, and in such case such work
product shall be the property of the City unless prohibited by law, and Consultant
consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
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16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right,
or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION —VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both Parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To CITY:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
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With courtesy copies to:
Katherine Downs
Executive Director, Finance
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702
Jason Motsick
Executive Director
Human Resources
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702
CONSULTANT:
William Deeb
Director of Public Entities
707 Wilshire Blvd., #2600
Los Angeles, CA 90017
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an
act or omission of the party to be notified shall be deemed effective as of the first date that said
notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or
overnight delivery service.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective Parties to each of the terms of this
Agreement, and shall indemnify City fully, including reasonable costs and attorney's
fees, for any injuries or damages to City in the event that such authority or power is
not, in fact, held by the signatory or is withdrawn.
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N-2023-207
b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA:
J fifer L. 1 ''� Kristine Ridge
City Clerk City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Jonathan T. Martine
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Jason Motsick
Executive Director
Human Resources Department
CONSULTANT:
�lJ/t f i�ca, '�;' 0'�)—
William Deeb
Director of Public Entities
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EXHIBIT A
City of Santa Ana
Aon Risk Insurance Services West, Inc.
Proposal for Actuarial Services
Issue Date - July 19, 2023
AON
Table of Contents
Introduction................................................................................. 1
Scopeof Work.....................................................................................................................................................1
ProjectApproach...............................................................................................................................................................2
Deliverables.............................................................................. ........................... 3
Timeline.............................................................................................................................................................................4
References........................................................................................................................................................................5
ProjectTeam and Roles....................................................................................................................................6
ProfessionalFees...............................................................................................................................................7
Duration .......................... 7
Payment.............................................................................................................................................................................7
ProjectRisks.......................................................................................................................................................8
Representations and Warranties...............................................................................................
Relationship ..............................................
Confidentiality.................................................... . 9
...............................................................................................
Client Responsibility ....................................... ...1p
Limitation of Liability.............................................................. ....11
......................................................................
NoSolicitation.................................................................................................................................................. 12
Termination.................................................................... .. 12
................................................................................
Force Majeure................................................... ....
Ownership............................................................................... .......13
..................................................................
Miscellaneous................................................................................................
EntireProposal.................................................................................................................................................14
ProposalAcceptance.......................................................................................................................................15
Ann Proprietary and Confidential
Prepared For- The City of Santa Ana
LION
Introduction
Aon Risk Insurance Services West, Inc. (AON) is pleased to submit this proposal to provide services to
the City of Santa Ana (Client) for actuarial services for its self -insured workers compensation and
liability programs.
The broad scope of work is to develop estimated outstanding liabilities and funding amounts for future
fiscal years. This will provide important data for financial audit statements (including Governmental
Accounting Standards Board [GASB] Statement No. 10 compliance) and strategic long-range planning.
The conclusions of our work will be provided in a written report. The report will have an executive
summary designed to be easily understood by non -actuaries. It will contain a technical section with
sufficient information to support all conclusions and to facilitate future analysis.
Scope of Work
The following is our understanding of the ultimate goals of the project and will serve as a Scope of Work:
1. Estimate Outstanding Losses. Estimate outstanding losses (including allocated loss adjustment
expenses [ALAE] and unallocated loss adjustment expenses [ULAE]) as of June 30, 2023.
The estimated outstanding losses are the cost of unpaid claims. The estimated outstanding losses
include case reserves, the development of known claims and incurred but not reported (IBNR) claims.
ALAE are the direct settlement expenses for specific claims, primarily legal expenses. ULAE are general
claims administration expenses. The estimated outstanding losses will be provided in both discounted
and undiscounted basis, based on the discount rate provided by the Client.
2. Project Ultimate Limited Losses. Project ultimate limited losses (including ALAE) for 2023/24 through
2024/25
The projected ultimate limited losses are the accrual value of losses with accident dates in 2023/24
through 2024/25, regardless of report or payment date. The amounts are limited to the indicated self -
insured retentions. Projected ultimate losses will be provided in both discounted and undiscounted
basis, based on the discount rate provided by the Client.
3. Project Losses Paid. Project losses paid during each fiscal year from 2023/24 through 2024/25.
Aon Proprietary and Confidential
Prepared for: The City a{ Santa Ana
AON
The projected losses paid are the claim disbursements during each fiscal year from 2023/24 through
2024/25, regardless of accident or report date. The amounts are limited to the self -insured retention.
4. Allocate Premium. Calculate premium contribution by City Department for 2023/24.
5. Affirm GASB Statement No. 10. Provide a statement affirming the conclusions of this report are
consistent with Governmental Accounting Standards Board (GASB) Statement No, 10,
These actuarial services will result in the production of the following deliverables: The conclusions of our
work will be in a written report for Client. The report will be designed to be easily understood by non -
actuaries. It will contain a technical section with sufficient information to support all conclusions and
facilitate future analysis.
Project Approach
1, Submit a written data request to Client.
2. Gather and compile data provided by Client. We will review the data for reasonableness. Anomalies(if
any) will be identified. If requested, we can obtain data directly from the claims administration firm(s).
3. Discuss large individual claims with Client. Large claims can have a disproportionate impact upon the
actuarial analysis. We want to be certain we fully understand the large claims,
4. Develop estimates of claim costs for 2023/24 and 2024/25.
The estimates will be based on Client's own data to the extent it is a good predictor of future activity.To
the extent Client's loss data is not a good predictor, our projections will reflect other similar programs
with which we are familiar.
Based on our experience, we have found that insurance industry statistics are often not applicable to
public entities. This is because insurance industry statistics reflect a wide range of diverse risks (public
entities are much more homogeneous). Public entities tend to manage claims very carefully. Therefore,
reporting and payout patterns differ from insurance industry statistics.
For the above reasons, we will apply insurance industry statistics judiciously.
Our estimates will be developed based on generally accepted actuarial practices and will beconsistent
with GASB Statement No. 10. We will consider at least the following actuarial methodologies:
■ Paid loss development
■ Reported incurred loss development
■ Case reserve analysis
■ Reported claims development
■ Frequency and severity analysis
■ Loss rate analysis
Aon Proprietary and Coni'Wential 2
Prepared for. The City of Santa Ana
LION
■ Bornhuetter-Ferguson analysis
• Increased limits analysis
5. Based on projected losses and expected claims disbursement patterns, project investment income.
6. Prepare a draft report of our conclusions and recommendations.
The conclusions and recommendations will be clear, concise, and easily understood by non -actuaries.
The report will include charts, graphs, and other documentation sufficient to support all conclusions and
recommendations. Further discussion of the report appears in the "Deliverables," Section of this
proposal.
7. Discuss the draft report with Client by telephone. Based on new facts ascertained in our discussions,we
will revise the draft report and issue a final report.
Deliverables
Client will receive a thorough, yet easy -to -understand report. The technical section will include the
following information to support all conclusions and facilitate future analysis.
■ Background. Relevant details concerning the history, administration, claims handling, retention
levels and excess coverage will be provided.
■ Data Sources. Descriptions of the loss and exposure data provided by Client and its administrators
will be provided. Individual claims requiring special treatment in the analysis will be cited, including
an explanation of how we treated the claims in the analysis. If industry data is used to supplement
our analysis, a description of the data source will be provided; we will explain how we incorporated
the industry data into the analysis,
■ Methods Used. Descriptions of the various actuarial methods used in the analysis will be provided.
We will also explain the considerations associated with selecting the methods as well as the
underlying assumptions.
■ Exhibits. The exhibits will show the details of our analysis and support all conclusions stated in the
Executive Summary.
• Our reports are practical, useful documents, frequently referred to by our clients over months until
they are updated by ensuing
Aon Proprietary and Confidential g
Prepared for: The City of Santa Ana
Timeline
Major Activity
(1)
(A) Project kickoff
(S) Submit written data request
(C) Aon submits draft report
(D) Final report
Timing
(2)
Within two (2) days of notification to proceed
Within two (2) days of project kickoff
Within four to six (4-6) weeks of receipt of data,
Within two days of Client's approval of the draft
Aon Praprietary and Confidential
Prepared for: The City of Santa Ana
References
Entity
(1)
City of Pasadena
City of
Minneapolis
City of San
Buenaventura
City of Tampa
City of Mountain
View
City of Houston
County of Los
Angeles
County of San
Mateo
County of
Brevard
Harris County
Tarrant County
Texas
El Paso County,
Colorado
State of Nevada
State of Hawaii
Contact Name
(2)
Ms. Arlene Gallardo
Risk and Insurance Administrator
Ms. Lori Johnson
Deputy Chief Finance Officer
Ms. Lisa Oland
Risk Manager
Mr. Greg Mazer
Safety and Loss Prevention Supervisor
Ms. Claudia Koob, ARM
Risk Manager
Ms. Carla Coleman, CPM, IPMA-SCP
Chief Finance Officer
Ms. Rhonda Ave n-Haggenmiller
Chief Program Specialist
Mr, Scott Johnson
Risk Manager
Ms. Julie Jones
Risk Manager
Ms. Bridgett Sweeny
Harris County Human Resources & Risk
Management
Mr. Travis Yarbrough
Risk Manager
Mr. Rick Bransford
Human Resources & Risk Management
Ms. Nancy Katafias
Manager
Ms. Ladea M. Nash
Accounting System Manager
Phone Number
(3)
(626) 744-6772
agallardo@cityofpasadena.net
(612) 673-2918
lori.johnson@minneapolismn.gov
(805) 654-7760
loland@cjtyofventura.ca.gov
(813) 274-5747
Greg.Mazer@tampagov.net
(650) 903-6060
Claudia.koob@mountainview.gov
(832) 393-6141
carla.coleman@houstontx.gov
(213) 738-2214
RAven-
Haggenmillor@cea.lacounty.gov
or snyblom@ceo.lacounty.gov
sjohnson@smcgov.org
(321) 617-7247
julie.jones@brevardfl.gov
(713) 274-1153
bridgett.sweeny@bmd.hctx.net
thyarbrough@tarrantcounty.com
(817) 884-2645
(719) 520-7488
rickybransford@elpasoco.com
(775) 684-1252
nkatafias@ag.nv.gov
(808) 586-0606
ladea.m.nash@hawaii.gov
Aon Proprietary and Confidential
Prepared for, The City of Santa Ana
5
AON
Project Team and Roles
Colleagues expected to work on this project include:
Benjamin Chen, ACAS, MAAA. Mr. Chen, a Consultant & Actuary at Aon, will lead the actuarial analysis.
He has been with the company for five years and has experience estimating outstanding losses and
providing peer review for commercial lines.
Tracy Fleck, ACAS, MAAA. Ms. Fleck, a senior actuarial consultant, will also lead the project. She is an
Associate of the Casualty Actuarial Society and Member of the American Academy of Actuaries. Ms.
Fleck has experience providing reserve and funding analysis for self -insured programs, concentrating on
public entity workers compensation, general liability, automobile liability, and property. Ms. Fleck's
expertise extends to forecasting analyses, cost allocation as well as financial benchmarking for self -
insured public entities. She leads and peer reviews over 100 public sector projects annually.
Ruqaya Alloo. Ms. Alloo, an actuarial analyst, will assist with the actuarial analysis. Ms. Alloo has
experience in loss reserving and funding studies for self -insured workers compensation, automobile
liability, general liability, and property programs.
Ann Proprietary and Confidential
Prepared far: The City of Santa Ana
SON
Professional Fees
AON's fee for the actuarial service will be a Flat Fee of $11,000 for the actuarial study and $5,500 for
the cost allocation. The proposed fees include telephone, postage, and photocopying expenses.
Duration
AON's services for this proposal begin on July 19, 2023 and end on December 30, 2023. The contract
may be extended beyond the duration noted with formal written approval amending this contract.
Services may not begin nor payment authorized prior to execution of this proposal by an authorized
signatory of the Client.
Payment
AON will invoice the Client at project completion.
The invoice shall be due and payable to AON within thirty (30) days following the Client's receipt of
invoice.
Aun Proprietary and Confidential
Prepared for The City of Santa Ana
LION
Project Risks
AON believes several risk factors exist that could materially affect timelines for deliverables or AON's
ability to develop the analysis proposed herein. These include, but are not limited to:
. Lack of availability of key project personnel
. Misunderstanding of scope definition and success criteria
. Delays in providing information required for the proposed analysis (if any additional information not
already held by AON is required)
• Changes in project scope, which can be made with a Change in Project Scope document agreed to by
both Client and AON — AON notes that changes in project scope could potentially affect the
engagement fee
In the event the project is cancelled by the Client prior to the project start date, AON reserves the
right to charge for project start-up costs incurred.
Representations and Warranties
AON represents and warrants to Client that:
AON is an Illinois corporation duly organized, validly existing and in good standing under the laws of the
State of Illinois, and AON has the full and unrestricted power and authority to execute, deliver and
perform this proposal and such execution, delivery and performance have been duly authorized by all
necessary action on the part of AON and the proposal, when executed and delivered by AON in
accordance with the provisions hereof, will be a legal, valid and binding obligation of AON, enforceable
against AON in accordance with its terms;
AON's execution and performance of this proposal or any Schedule shall not constitute a breach or
default under any contract, instrument or agreement to which AON is a party or by which AON is bound
and shall not violate or interfere with the rights of any other party;
The Services performed and the Deliverables tendered hereunder shall be of professional quality,
conforming to generally accepted industry standards and practices for similar services and deliverables.
The Services as delivered to Client will not infringe on any copyright, patent, trade secret, or other
proprietary right held by any third party. THIS WARRANTY SHALL BE IN LIEU OF AND EXCLUDES ALL
OTHER IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR OTHERWISE;
The Services to be provided by AON are not of a legal nature, and AON shall in no event give, or be
required to give, any legal opinion or provided any legal representation to Client. Aon recommends that
Client seek the review of the Client's legal or tax advisors before taking action based upon AON's
statements.
The Services will be performed only by AON and its bona fide employees, unless and to the extent Client
has given its written consent to the subcontracting of any portion of the Services.
Ann Proprietary and Confidential 8
Prepared for: The City of Santa Ana
AON
The Services will be performed in strict accordance with the requirements of this proposal, applicable
professional standards and laws.
AON is not debarred, proposed for debarment, suspended or otherwise ineligible for participation in any
federal procurement or non -procurement transaction.
Relationship
Consultant's employees assigned to perform Services hereunder shall be and remain employees of
Consultant whether Services are performed at Consultant's facilities or Client's facilities and shall not for
any purpose be considered Client's employees. Consultant shall be solely responsible for the payment
of salaries and all matters relating thereto, including the withholding and/or payment of all payroll taxes,
workmen's compensation, unemployment compensation, public liability, insurance -related benefits,
vacation pay, holiday pay and all such additional legal requirements applicable to Consultant's
employees.
Consultant's relationship to Client hereunder is one of independent contractor and nothing contained in
this proposal or any Schedule shall be construed to imply that Consultant or any of Consultant's officers,
employees or agents is an employee or agent of Client for any purpose. Consultant shall have no right,
power or authority to create any obligation, expressed or implied, or to make any representation on
behalf of Client, except as may be expressly authorized from time to time by Client in writing and then
only to the extent of such authorization. Nothing herein is to imply an agency, joint venture or partner
relationship between the parties.
Confidentiality
"Confidential Information" shall mean various trade secrets and confidential information of Client and/or
a third party who has provided such information to Client, including, but not limited to any process,
system, formula, pattern, model, device, compilation, or other information, information concerning
manufacturing methods, operational methods, business and technology plans, distribution strategies,
sales, costs, pricing, marketing, customers, the terms and conditions of this proposal, and research and
development of Client or any information that Client deems to be confidential to its business unless
same: (i) was already in AON's possession prior to its receipt from Client without restriction on its use or
disclosure; (ii) is or becomes available to the general public through no act or fault of AON; or (iii) is
rightfully disclosed to AON by a third party, and to the best of AON's knowledge, without restriction on
its use or disclosure; or (iv) is demanded by any state or federal government agency or by court order
provided that Client receives prior written notice of such disclosure.
Aon Proprietary and Confidential
Prepared For: The City of Santa Ana
LION
AON will honor confidentiality regarding any data Client provides to AON during this engagement as well
as any analysis conducted or conclusions derived from such data. Except as required by the Scope of
Work, no Client -identifiable data shall be shared with parties other than AON or Client unless Client
provides consent, which consent needs to be provided on a case -by -case basis, or compliance with any
validly issued subpoena or court order is required. In turn, the techniques utilized and results produced
by AON will not be shared by Client with any other party that could utilize the information to gain a
competitive advantage against AON. AON will be responsible for any breach of these obligations by its
employees or agents. AON agrees to take all necessary steps to protect any Confidential Information
with the same degree of care that AON uses to protect its own confidential and proprietary information
of like kind, but in no event less than a reasonable degree of care.
Upon any expiration or termination of this proposal and upon Client's written request, AON will promptly
return to Client or destroy the originals and all copies of all Confidential Information (which destruction
shall include, without limitation, the process of expunging, to the extent reasonably practicable, all such
Confidential Information from any computer, hard drive, word processor, server, backup tape, or other
electronic device containing such Confidential Information), as well as any equipment or other items,
furnished by Client to AON. Notwithstanding the foregoing, AON may retain one archival copy of the
Confidential Information in its confidential files for the purpose of complying with applicable laws or
established company procedure regarding the preservation of business records.
AON gathers data containing information about our customers. This information may be shared among
AON affiliated businesses. In addition to being used to provide services to AON customers, the
information may be used for business administration, business reporting, statistical analysis, marketing
of AON products or services and providing consulting or other services to companies for which AON or
its affiliates may receive remuneration. AON takes appropriate measures to protect the privacy and
confidentiality of our AON customers as well as to comply with applicable laws and regulations. AON
may use or disclose information about our customers if we are required to do so by law, AON policy,
pursuant to legal process or in response to a request from law enforcement authorities or other
government officials.
Due to the global nature of services provided by AON, the information/data you provide may be
transmitted, used, stored and otherwise processed outside of the country where you submitted that
information. If you have questions about AON data processing, please contact your AON consultant.
The requirements of this Confidentiality provision shall survive the termination of this proposal.
Client Responsibility
AON and Client acknowledge that the reliability of our services depends upon the accuracy and
completeness of the data supplied to AON. Client accepts sole responsibility for errors or delays in
services solely resulting from inaccurate or incomplete data supplied to AON, and acknowledges and
agrees that any additional services thereby necessitated will result in additional fees payable by Client
to AON. AON must receive promptly the information to deliver the Services as well as the Client's
prompt updates to any information where there has been a material change which may affect the scope
Aon Proprietary and Confidential tp
Prepared for: The City of Santa Ana
or delivery of the Services, such as a change in the nature of the Client's products or equipment,
systems, and/or processes that are the focus of AON's service(s).
Client agrees to provide its project data in the form agreed upon. Client understands and agrees that if
data is submitted in a form other than agreed upon, Client shall pay AON, in addition to the fees set
forth in the proposal the reasonable expenses incurred to merge/convert the data to the agreed upon
form so long as AON has informed Client of such additional expenses and Client has consented in
writing to those additional expenses prior to AON incurring such.
Limitation of Liability
Both parties further agree that AON and its personnel shall be released to the fullest extent permitted by
applicable law from any and all claims, liabilities, costs and expenses attributable to any knowing
misrepresentation by Client, its directors, its officers and/or its employees except for claims attributable
solely to the negligence of AON. In no event shall AON be liable to the Client, whether in tort (including
negligence), contract or otherwise for any amount, in the aggregate, in excess of three times the total
fees paid by the Client under this proposal, except to the extent fully and finally determined by a court
of competent jurisdiction to have resulted from the willful misconduct or fraudulent behavior of AON,
and neither AON nor Client shall be liable to the other for any consequential, indirect, lost profit, lost
opportunity or similar damages relating to AON's services provided under this proposal.
As AON and Client intend the aforementioned limitation of liability clause to be enforceable, they agree
that any over breadth in the clause shall not itself render the clause void, but rather, the clause shall be
interpreted and enforceable to the fullest extent permitted by the law of the applicable state.
In addition, the Client agrees to indemnify and hold AON, its directors, officers and empioyees, harmless
from and against any and all claims, suits, and demands, and the liabilities, costs and expenses resulting
therefrom ("Claims"), that AON may incur relating to the Services under this proposal, except to the
extent such Claims are fully and finally determined by a court of competent jurisdiction to have resulted
from willful misconduct or fraudulent acts or omissions of AON in connection with such services.
Acn ProprEatary and Confidential
Prepared for The City of Santa Ana
AON
No Solicitation
The parties agree that during the term of each Schedule issued pursuant to this proposal and for a
period of one (1) year after the termination of each such Schedule, neither party shall directly or
indirectly solicit for employment, without the permission of the other party, any person employed then or
within the preceding one (1) year if such person performed the Services under such Schedule; provided
that, (a) general solicitations of employment for employees published in a journal, newspaper or other
publication of general circulation and not directed specifically toward one or more employees of the
other party and any resulting offer to hire shall not be deemed to be in violation of this Section, and (b)
this Section shall not prevent a party from offering to employ or employing any employees of the other
party who contacts the hiring party on his or her own initiative with no direct or indirect encouragement
by the hiring party.
Termination
At any time, the parties may terminate the Services under this proposal or under any Schedule by giving
the other thirty (30) days written notice, in which event Consultant shall be reimbursed for Services
performed prior to the effective date of such termination.
Either party may terminate this proposal by written notice to the other party if the other party (i)
breaches or is in default of any material obligation under this proposal which default is incapable of cure
or which, being capable of cure, has not been cured with ten (10) days after receipt of notice of such
default or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, files a
voluntary petition for protection under bankruptcy or insolvency law, or has wound up or liquidated its
business.
Provisions of this proposal which by their express terms extend beyond expiration or termination or
which by their nature so extend to give effect to their meaning will survive and continue in full force and
effect after any expiration or termination of this proposal.
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Prepared for: The City of Santa Ana
Force Majeure
The performance by either party or their approved subcontractors hereunder shall be subject to delays
caused by an Act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or
power, but not due to any act of the party claiming the force majeure event, new governmental laws,
regulation or orders, acts or inaction of the other party, or any other cause beyond the reasonable
control of a party.
In the event of any such delay, the times for performance will be extended accordingly for additional
period(s) of delay. In the event, however that any such delay lasts for a period of forty-five (45) days,
then either party may terminate this proposal immediately. In the event of such non-performance, the
party which was delayed in its performance shall make reasonable efforts to promptly resume its
performance hereunder.
Ownership
All data supplied by Client shall be and remain at all times the sole and exclusive property of Client.
AON will provide the Client with a report and/or certain other tangible items specified as deliverables
("Deliverables"), set forth in the "Scope of Services" section of the attached Proposal. The Deliverables,
upon full and final payment to AON, shall become the property of the Client, except that AON owns or
has rights to all products, processes, concepts, know-how, techniques, software, and methodology
used, and records created or maintained, (collectively "Prior Works") for the production of the
Deliverables, and Client shall gain no rights in or to them. To the extent that any Prior Works are
contained in the Deliverables, AON hereby grants the Client, upon full and final payment to AON, a
royalty -free, fully paid -up, worldwide, non-exclusive license to use such Prior Works in connection with
the Deliverables.
Services and Deliverables are for the exclusive use of Client and are not to be relied upon by third
parties.
Client acknowledges and agrees that AON is in the business of providing consulting services to clients
utilizing AON's Prior Works, and nothing contained herein shall prohibit AON from using any of AON's
general knowledge or knowledge acquired under this proposal to perform similar services for others.
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AON
Miscellaneous
Should any provisions of this proposal be held unenforceable or in conflict with the law of any
jurisdiction, the validity of the remaining provisions shall not be affected by such holding. Consultant
shall not assign, delegate, convey, encumber or otherwise dispose of this proposal or any rights or
obligations hereunder without the prior express written consent of Client. This proposal is fully
assignable by Client and shall inure to the benefit of any assignee or other legal successor in interest of
Client herein.
Each party agrees to waive its right to a trial by jury in any lawsuit or other legal proceeding against the
other party and/or its parent(s), affiliates, or subsidiaries, in connection with, arising out of or relating to
this proposal or any services provided to the Client by Consultant or its affiliates. In any such action or
legal proceeding, neither party shall name, as a defendant any individual employee, officer or director of
the other party or its parent(s), affiliates or subsidiaries.
This proposal shall be binding upon the successors, and/or legal representatives of the parties.
Entire Proposal
This proposal contains the entire understanding and agreement between the parties with respect to the
subject matter described herein and supersedes and replaces all prior and contemporaneous
agreements, whether written or oral, as to such subject matter. This proposal may be modified only by a
written agreement signed by both parties. This proposal shall be governed by and construed in
accordance with the laws of the State without regard for its conflicts of law rules.
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LION
Proposal Acceptance
By executing this proposal, the Client has read all of the terms and conditions stated herein and fully
understands their contents. The execution of this proposal confirms the Client's understanding and
acceptance of those terms.
The signing of this proposal by an authorized signatory of the Client indicates that the Client hereby
authorizes AON to proceed with the services as described herein. This document should be returned to
Ruqaya Alloo.
This proposal is valid until September 30, 2023.
Client � - -- -
AON
Signature: i -- —
Printed Name: William Deeb
Title:
Date:
Director of Public Entities
Aon Risk Insurance Services West,
Inc.
7/19/2023 -
Aon Proprietary and Confidential
Prepared for: The City of Santa Ana
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