HomeMy WebLinkAboutAON GLOBAL RISK CONSULTANTS, INC.-2017INSURANCE NOT ON FILE
WORK MAY NU PROCEED
M CLERK OF COUNCIL
DATE-
U:W�;y)e1/Risk " TAk. (o)
CONSULTANT AGREEMENT
N-2017-168
THIS AGREEMENT is made and entered into this 17th day of August, 2017 by and between AON
Q° Global Risk Consultants, Inc., an Illinois Corporation, (hereinafter `Consultant"), and the City of Santa
w Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of
the State of California (hereinafter "City').
:RECITALS
A. The City desires to retain a consultant having special skull and knowledge In the field of
conducting actuarial studies.
S, 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 patties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement. To the
extent the information set forth In Exhibit A is In conflict with the terms of this Agreement, the Agreement
shall supersede. any terms set forth in the attachment.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the
rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $10,500.00 during the term of this Agreement.
b. Payment by City shall be made within forty-five (45) 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 December 30,
2017 unless terminated earlier in accordance with Section 15, below. The term of this Agreement may
be extended upon a writing executed by the City Manager and the City Attorney.
4. ANDEPENDENT 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. OWNE=RSHIP 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-exolusive 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 anyway 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
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. Commercial General Liability Insurance Consultant shall maintain commercial general
liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection
against claims arising from bodily and personal injury, including death resulting
therefrom and damage to property, resulting from any covered act or occurrence arising
out of Consultant's operations in the performance of this Agreement subject to the terms
and conditions of this policy. The amounts of insurance shall be not less than the
following,. single limit coverage applying to bodily and personal injury, including death
resulting therefrom, and property damage, In the total amount of $1,000,000 per
occurrence, with $2,000,000 in the aggregate.
b. Business automobile liability insurance, or equivalent form., with a combined single limit
of not less than $ 1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700
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.
d. If Consultant is or employs a licensed professional suchas an architect or engineer.
Professional liability (errors and omissions) insurance, with a combined single limit of not
less than $1,000,000 per claim with $2,000,000 In the aggregate.
a. The following requirements apply to the insurance to be provided by Consultant pursuant
to this section:
(i) Consultant shall .maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(Ili) Consultant shall provide thirty (30) days advance written notification of
any cancellation or material change of any policies listed, above.
If Consultant faits or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been
procured and is in force and paid for, the City shall have the right, at the City's election,
to forthwith terminate this Agreement. Such termination shall not affect Consultant's
right to be paid for its time and materials expended prior to notification of termination.
Consultant waives the right to receive compensation and agrees to indemnify the City for
any work performed prior to approval of Insurance by the City.
g. All insurance policies (except Workers Compensation and Professional Liability shall
include the City, its officers, employees, agents, volunteers and representatives as
additional insureds and contain a separation of Insured (or "severability") clause.
Additional Insured endorsement (s) shall be attached to the certificate of insurance that
is provided to the City. Ail policies except Error & Omissions (Professional Liability) shall
be primary, non=contributory and shall include a waiver of subrogation in favor of the
City, its officers, employees, agents, volunteers and representatives.
7. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for third party personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death; and third party 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 lin section 1 of this
Agreement; and (2) from an third party claim that personal injury, damages, just compensation,
restitution, judicial or equitable relief is due by reason of the terms of or effects arising from 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 challenging the validity of this Agreement, or 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 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 Section2782.8, to claims that arise out of, pertain to, or
relate to the negligence recklessness, or willful misconduct of the Consultant.
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' 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.
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.
% 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, 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.
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 specifiedunder this
Agreement.
12, 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: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P;O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
With courtesy copies to:
IMS
Executive Director of Personnel Services
City of Santa Ana.
20 Civic Center Plaza (M-28)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 647-5311
4
To Consultant:
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P,C, Box 1988
Santa Ana, California 92702
Fax 714- 647-6515
Attention; Mr, Mujtaba Datoo
ACN Gfobal Risk Consultants, Inc.
100 Bayview circle, Suite 100
Newport Beach, CA 92660
(949)608-6475
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.
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 relating
to the subject matter. 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
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 are not embodied herein.
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,
1s. TERMINATION
This Agreement maybe 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,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work
product shall be the property of the City unless prohibited bylaw, and Consultant
consents to the City's use thereof for such purposes as the City deems appropriate
provided that any such use not within the purposes intended by this Agreement shall be
at City's sole risk,
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
16. 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 focal laws and regulations.
17, JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
Interpretation, performance, and enforcement of any 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,
16. 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. MISCELLANEOUS PROVISIONS
a. 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,
b. All Exhibits referenced herein and attached' hereto shall be incorporated as if fully set
forth in the body of this Agreement.
[This section is intentionally left blank]
IN WITNESS WHEREOF, the partes hereto have executed this Agreement the date and year first
above written,
ATTEST:
C�.�?.10
MARIA D, HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By, S6t, A rc
Laura A, Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CITY OF SANTA ANA
T IIA J/TZ
Interim City Manager
AON Risk Consultants, Inc.
� Lj�Cc�Ct
ED YA MUJTABA DATOO
Executive Director of Pr fessionaI Services Acturial Practice Leader
Tax ID# 36-3617077
EXHIBIT A
N-2017-168
SCOPE OF SERVICES
FEE SCHEDULE
City of Santa Ana
Aon Risk Consultants, Inc. Proposal for Actuarial Services
Risk. Reinsurance. Human Resources. Empower Results,,
Table ofContents
Introduction................ ........ ................. ........................... 3
ScopeofWork "~............................... ~",—~'~~~~^'~~~~~~~-^`^~~-~-~`3
�Project Team and Roles ... ... .......... ............................... —................................... .,-5
ProfessionalFees ......................... ..-..,'.^^.~~~~~^-........................................ ,.5
Duration......................................................................................................... -.-,.--5
Payment................................................................... ......... ........................ ................. 5
ProjectRisks ................................ ..................................................................................... 0
Representations and VVuvan8em..,................ ,.................................................. ........ °6
Relationship..... ................... .............................. .............. ................................ ........... ~T
Cuofidnndmotv.^_,-........... ............................................... .............................. T
Client Responsibility ........... ............ ..~_^°,.~`~".-.^."........................................ 8
Limitation ofLiability ... ~°°~~^..................................................................... ...... D
mmSolicitation ............................................... °~'~~_~~.~~~~..-~..^-~.~.�8
Ownership........................................................................................................ ............. 1$
EntireProposal ................................ ........................ .............. ................................. .1V
A^nn*k Consultants, Inc. |^mu°na|&^»^hvv
Introduction
Aon Risk Consultants, Inc (AGRC) is pleased to submit this proposal to provide services to the City of Santa Ana
(Client) for actuarial services fpr its aelf Insured workers compensation and liability programs.
The goal of our actuarial services will be to estimate the outstanding liabilities forthe workers compensation and
liability programs and project ultimate losses for the upcoming year.
Scope of Work
The scope shown below Is for work as of June 30, 2016. Specifically, the work will provide:
• Estimate Outstanding Losses, Estimate outstanding losses (including allocated loss adjustment expenses
[ALAEj) for each fiscal year as of June 30, 2016.
• 'Project Ultimate Limited Losses for 2016/17 and 2017118, The projected ultimate limited losses are the
accrual value of losses with accident dates in 2016/1.7 and -2017/18, regardless of report or payment date.
The amounts are limited to the sedf insured retention.
+ Project Losses Paid during 2016,117 and 2017/18. The projected losses paid are the claims disbursements
during 2016117 and 2017118 regardless of accident or report date. The amounts are limited to the self-
insured retention.
• Compare to previous actuarial study.
Calculate. Premium Contribution by City Department. Calculate premium contribution by city department for
2017/18.
These actuarial services will result in the production of the following deliverable!
The conclusions of our work will be in a written report for the 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 Work Steps
To accomplish the objective, AGRC proposes the following Work steps:
1.. Collect Data— The analysis will require historical loss and sxposure data as well as a. completedescription
of the past and present insurance programs,
2. Compile Data The data received from all services will be compiled and reviewed for reasonableness and
consistency.
3, Perforin Analysis —Ananalysis will be done addressing the Items listed above In 'Scope of Services
h: Draft Report — A report will be written clearly and conciselypresenting our conclusions and.
recommendations.
6• Peer Review— A professional peer review of the draft report will be performed by another qualified
professional.
6. Distribute Draft Report—The draft report will be distributed and discussed with Client.
7. Corrections and/or Additions - Any items highlighted in discussions of the draft report will be addressed.
8. Distribute Final Report —The report will be finalized with signatures affixed.
Aon Risk 'Consullanis, Ino. I Aotearigl &-Analytics..
Proprietary & Confidential
Form Edloon Dere; Apnl 14, 2016 AoN 3
Required Data
Based on our current understanding of the project, we anticipate that the following items would be needed to
complete the project;
+ Detailed descriptions of insurance programs for all accident years within the scope of the project. These
descriptions should include any per .occurrence retentions and should specify whether coverage was
provided on a claims made or occurrence basis,
Individual claim data (paid and Incurred loss amounts) for all accident years and for all lines of business as
of current evaluation date,
{ Current and historical exposure Information,
Timetable
We anticipate the draft report willbe completedwithinfour weeks of receiving all data.
Aon Rlsk Consuftants, Inc, I Aotuarlal & Analytics
Proprietary & Conrtlenilal
Form Ediron Date. April 14, 2016 AON4
Project Team and Roles
Colleagues expected to work on this project include:
Mutt"3ba Data'.) Mr. Datoa, Actuarial Practice Leader at AGRC, will lead the. actuarial work He Is an
ACAS, MAAA, FCA Associate of the Casualty Actuarial Society, a Member ofthe American /academy of
Actuarial Practice Leader Actuaries and a Fellow of the Conference of Consulting Actuaries,
Mr. Datoo performs actuarial services for spares of pools, citles counties, school, and
other self-insured governmental entities, He has provided actuarial services since 1980,
including general liability, automobile liability, property, and medical malpractice, and
analyzing all aspects of workers compensation ratemaking and legislative pricing In
statewide filings to determine rate adequacy and presentation of findings for the
National Council on Compensation Insurance(NCCI)..
Trer"y Fleck Ms. Fleck, a consultant and aptuary at AGRC, will assist with the actuarial analysis.
ACAS, MAAA
Ms, Fleck has experience providing peer review, loss projections, estimating
Consultant and Actuary outstanding losses and funding studies for self-insured workers compensation,
automobile liability, and general liability programs.
SSrerrda Craigrtnyle Ms. Cralgrnyle, a Senior Actuarial Analyst at AGRC, will assist with the actuarial
Senior Actuarial Analyst analysis.
Ms. Craigmyle has experience providing loss projections, estimating outstanding losses
and funding studies for self-insured workers compensation, automobile liability, and
general liability programs.
P ofessional Fees
AGRC's fee for these actuarial services will be a Flat Fee of $8,500 for the actuarial study and $4,000 for the cost
allocation.
Duration
AGRC's services for this proposal begin on January 1, 2017 and end on June 80, 2017. 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
AGRC will Invoice the Client at completion of draft study
Aon Risk Consultants, Ino I Actuarial & Analytics
Proprietary & Con4dontial
Form Edition bate. Aprll 14 2016 . 5
AGRC believes several risk factors exist that could materially affect timelines, for deliverables or AGRC'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 AGRC is required)
Changes in project scope, which can be made with a Change in Project Scope document agreed to by both
Client and AGRC — AGRC 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, AGRC reserves the right to charge for
project start-up costs Incurred,
Representationsand Warranties
AGRC represents and warrants to Client that:
AGRC is an Illinois corporation duly organized, validly existing and In good standing under the laws of the State of
Illinois, and AGRC 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 AGRC
and the proposal, when executed and delivered by AGRC in accordance with the provisions hereof, will be a legal,
valid and binding obligation of AGRC, enforceable against AGRC in accordance with Its terms;
AGRC`s execution and performance of this proposal or any Schedule shall not constitute a breach or default under
any cohtraot, lnstrument-or-agrerementfd wtrleh AGRC`ts a -party orrbywhic1rA-GRC rs-bound and shall otMolatatr--
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 AGRC are not of a legal nature, and AGRC she'll 1n 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 AGRC'a statements.
The Services will be performed only by AGRC and its bona fide employees, unless and to the extent Cilent has given
Its written consent to the subcontracting of any portion of the Services.
The Services will be performed in strict accordance with the requirements of this proposal, applicable professional
standards and laws.
AGRC is not debarred, proposed fordebarment, suspended or otherwise -ineligible for participation in any federal
procurement or non procurement transaction..
Aon Risk Consultants, Inc. I Actuarial & Analytics
Proprfstary & Coo6dentlarAON
Form Edition Date: April 1'4, 2016 6
Relationship
ConsultanPs 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 Consultants officers, employees oragents, ls
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/ora 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 pians, 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: (1)was already inAGRC's possession prior to its receipt from Client
without restriction on its use or disclosure; (li) is or becomes available to the general public through no qct or fault of
AGRC; or (iii) is rightfully disclosed to AGRG by a third party, and to the best of AGRC's knowledge, without
astriction on -its -use -or disclosure; or -(1 is-demandedJay any -state -or fader -al -government agency or-b�yLcouft-€rder - ---
provided that Client receives prior written notice of such disclosure.
AGRC will honor confidentiality regarding any data Client provides to AGRC during this engagement as well as any
analysis conducted or conclusions derived from such data. Exceetas required by the Scope of Work, no Client -
identifiable data shall be shared with parlies.other than AGRC 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 producetf by AGRC will not be shared by Client with any
other party that could utilize the inform. ation to gain a competitive advantage against AGRC. AGRC will be
responsible for any breach of these obligations by Its employees or agents. AGRC agrees to take all necessary steps
to protect any Confidential Information with the same degree of care that AGRC 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 AGRC will promptly return to
Crent 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 AGRC. Notwithstanding the foregoing.
AGRC may retain one archival copy of the Confidential information in Its confidential files for the purpose of
complying with applicable laws or estabitshed company procedure regarding the preservation of business records.
AGRC gathers data containing information about our customers. This information may .beshared among .AGRC
affiliated businesses. In addition to being used to provide services to AGRC, customers, the information may be used
for business administration, business reporting statistical analysis, marketing of AGRC products or services and
Aon Risk Consultants, Inc. I Actuarial &Analytics
Proprietary & ConfidentialAON
Form Eflfllon Cate. April 1k, 2016 7
providing consulting or other services to companies for which AGRC or Its affiliates may receive remuneration,
AGRC takes appropriate measures to protect the privacy and confidentiality of'ourAGRC customers iswell as to
comply with applicable laws and regulations. AGRC may use ordlsclose information about our customers If we are
required to dose by law; AGRC 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 AGRC, 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 AGRC data processing, please contact your AGRC Consultant,
The requirements of this Confidentiality provision shall survive the termination of this proposal.
Client Responsibility
AGRC and Client acknowledge that the rellabiltty of our services depends upon the accuracy and completeness of
the data supplied to AGRC. Client accepts sole responsibility for errors or delays in services solely resulting from
Inaccurate or Incomplete data supplied to AGRC, and acknowledges and agrees that any additional services thereby
necessitated will result in additional fees payable by Client to AGRC, AGRC 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 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 AGRC'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 AGRC, in addition to the fees set forth in the proposal
the reasonable expenses incurred to mergelconvert the data to the agreed upon form so long as AGRC has Informed
Client, of such additional expenses and Client has consented in writing to those additional expenses prior to AGRC
incurring such.
Limitation of i dit
Both parties further agree that AGRC and its personnel shall be released to the fullest extent permitted by applicable
law from any and all claims, Ilabilities 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 AGRC. In' no
event shall AGRC be liable to the Client, Whether in tort (including negligence), contractor otherwise for anyamount,
in the aggregate, in excess of three tunes the total fees pard by the Client under this proposal, except to the extent
Wily and finally determined by -a court of competent Jurisdiction to have resulted from the willful misconduct or
fraudulent behavior of AGRC, and neither AGRC nor Client shall be liable to the other for any consequential, indirect,
lost profit lost opportunity or similar damages relating to AGRC's services provided under this proposal,
As AGRC and Client intend the aforementioned limitation of liability clause to be enforceable, they agree that any
over breadth in the clause shall not Itselfrender the clause void, but rather, the clause shall be Interpreted and
enforceable to the fullest extent permitted by the law ofthe applicable state.
In addition, the Client agrees to Indemnify and hold AGRC, its directors officers and employees, harmless fromand
against any and all claims, suits, and demands and tiie liabilities, costs and expenses resulting therefrom ('Claims"),
that AGRCmay incur relating to the Services under this proposal, except to the extent such Claims are fully and
Aon Disk Consultants, Inc I Actuarial & Analytics
Proprlptery & Confidential
Farm Edition paid: April 14, 2016 8
finally determined by court of competent jurisdiction to have resulted from willful misconduct or fraudulent acts or
omissions of AGRC in connection with such services,
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 sollcitfor 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 doomed 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
Atany ;time, the parties may terminate the Services under this proposal or under any Schedule by giving the other
thirty(d0) 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 (f) breaches or Is In
default of any material obligation under this proposal which default Is Incapable of cure or which, being capable of
curs, has not been cured with ten (10) days after receipt of notice of such default or (II) becomes insolvent, makes a
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;
Force MajeUre
The performance by either party or their approved subcontractors hereunder shell be subject to delayscaused by an
Act of God, war, riot, fire, explosion, accident, flood sabotage, inability to obtain fuel or power, but not due to any act
ofthe party claiming the force majeure event,new governmental laws, regulation or orders, acts or inaction of the
otherparty, or any other cause beyond the reasonable control of 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 fasts for aperlod 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,
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Form Edition pate..April 14 2016 9
All data supplied by Client shall be and remain at all times the sole and exclusive property of Client.
AGRC will provide the Client with a report and/or certain other tangible Items specified as dellverables
("Deliverables"), set forth In the "Scope of Services" section of the attached Proposal, The Deliverables, uponfulland
flnai payment to AGRC, shall become the property of the Client, except that AGRC owns or has rights toall 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 fin the Cellverables,AORC hereby grants the Client, upon full and final
payment to AGRC, a royalty -free, fully pald�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 AGRC Is in the business of providing consulting services to clients utilizing
Ab RC's Prior Works, and nothing contained herein shall prohibit AGRC from using any of AGRC's genoral
knowledge or knowledge acquired under this proposal to perform similar services for others,
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 put of or relating to this proposal or any
service's provided to the Client by Consultant or its affiliates, In any such action or legal proceeding, neither party
shall name, ass defendant any Individual employee, officer or director of the other party or its paront(s), afBliatesor
subsidiaries.
This proposal shall be binding upon the successors, and/or legal representatives of the parties,
EntireProposal
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.
Thisproposal shall be .governed by and construed in accordance with the laws of the State of California without
regard for its conflicts of law rules.
Aon Risk oonsultante, Inc, I Actuarial & Analytica
Proprietary & ConitrleaUal
Form Etlltion Date; April 14 2016 1g