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HomeMy WebLinkAboutDEMSEY, FILLIGER & ASSOCIATES - 2007 INSURANCE NOT ON FILE WORK MAY tIDI PROCEED CLERK OF COUNCIL CONSULTANT AGREEMENT DATE: ~-~ 0-0 ? 0: P~O'\I\Q\/R'ls~ THIS AGREEMENT, made and entered into this ih day of July, 2007 by and between ~~ s. Demsey, Filliger & Associates, LLC (hereinafter "Consultant"), and the City of Santa Ana, a 2.) charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). N-2007-084 RECIT ALS A. The City desires to retain a consultant having special skill and knowledge in the field of actuarial consulting. B. Consultant represents that Consultant is able and willing to provide such services 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 an actuarial valuation of the retiree health subsidy plan for The Santa Ana Management Association, including SAMA, EMT and DC, and for the Firemen's Benevolent Association of the City of Santa Ana. Consultant shall compile and deliver to City, a report of findings of said studies. Said studies shall include the new constraints of an increased benefit and projected increased numbers of retirements on January 1,2009. The parties agree that additional services may be performed upon the written approval of the City Manager and the Consultant. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services regarding the two studies, a total amount of eight thousand dollars ($8,000.00). The total amount which may be expended pursuant to this Agreement shall not exceed twenty five thousand dollars ($25,000.00) during the term ofthis Agreement. b. Payment by City shall be made within thirty (30) 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. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2010, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 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. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their 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. 2 7. 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 ofthe 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, through 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. 8. 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. 9. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copy to: Executive Director of Personnel Services City of Santa Ana 20 Civic Center Plaza (M-28) P.O. Box 1988 Santa Ana, CA 92702-1988 Telefacsimile (714) 647-5311 Attn: Risk Manager 3 To Consultant: 0- Demsey Filliger + A..OCIAT.. 21006 Devonshire, Suite 205 Chatsworth, Ca 91311-2386 Attn: Louis Filliger 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 telefacsimile, 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. 10. 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 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 nor 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 are not embodied herein. 11. 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. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination. 4 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision ofthe 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature hereinbelow 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. II II II II 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA ~-~ #/ ~~'L<- _ PATRICIA E. HEAL Clerk of the Council ~-~' \ . . kt~~/. W;L'~-A , . DAVIDN.REA~ f City Manager APPROVED AS TO FORM: CONSULTANT JOSEPH W. FLETCHER City Attorney //'j ,: ~/.. ,'1 d . / /, /; / -, ,- By ,,- .' />~.. 1" .' 0,'.1 .,. ,.-,', ..""--- " Latira Sheedy Assistant City Attorney T.~R~ Tax ID# /tf-f/tf/~K 6 ~- . Ff20M ~ PHONE N0. C4~ • Aug. 22 2068 02:20PM P1 I~oSA UNDERWRITERS AT LLQ~ID"S LQIVDQN PENSION ACTUARIES PROFESSIONAL LlABIL1TY DECLARATIONS TH L~AS~ R~Aa TH6 ENT REM ORM CAREFULLY E Master Policy Issued To' CIMA Liability Protection Programs for Pension Actuary ' Professionals and Specified insured Organizations Renewal of No. XS5402 Evidence pf Insura~Ce N4. XS6457 Master Policy No. 33006506 /~ Named f ure - re /L~ AgentlBroker tJumber and Address XIS Group, Inc. Demse Filli er & Associates, LL 1800 N, Beauregard Street, Suite 100 ~ 006 Devons ire Alexandria, VA 22311 Suite 205 Chatsworth, CA 91317 policy Period: From 01/15/2008 to 01!15/2009 at 12:01 A.M. Standard Time at your mailing address shown above. 1n return for the payment of the premium, and subj9ct to ail the terms of this policy, we agree witi~"`1-ettt0 pr~'yide the insurance as Stated in this policy. ~ ~ s Business Description. Empioyee Benefits Administrator/ActuarylConsultant ___ -~--,.-_..-- --.,,,_.-~.-~._--...~-~..~ ~_....r- Limits Of Insurance: Each Claim Limit $2,000,000 ~"' Aggregate Limit $2,000,OOD N Defense Cost Limit $1,00D,000 (In addition to Aggregate Limit; N Deductible: Each claim $10,000 Retroactive Date: Coverage does not apply to "claims" arising dut of any act, error, omission or offense committed before the Retroactive Date, if any, shown here: January 15, 2004 Forms And Endorsements Forms and Endorsements made part of this Policy at time of issue: Several Liability Notice endorsement, War and Terrorism Exclusion endorsement, War and Civil War Exclusion Clause, CanCelfation Endorsement, Service 4i' Suit Clause endorsement, Third Party exclusion, Revised Extended Reporting Periods endorsement; Nuclear Incident Exclusion; Radioactive Contamination exclusion Premium ~~ $5,914.00 Surplus Lines Tax: $133.07 Report Claims To: XS/Group, Inc 1$00 N. f3eauregard Street, Suite 100 Alexandria, VA 22311 Countersigned: December 28, 2007 fay: Lau_ri¢ S. COLeman Authorised Signature 410.130 (2-98) These declarations, together with the common policy conditions, coverage farm and forms and endorsements, i# any, issued to form a part thereof, Gompfete the above numbered policy :~7 i (DIrMSFIL! 569115/1:5~-rG)