HomeMy WebLinkAbout07.J- Human Resources RESOLUTION(ID#2364) DOC ID: 2364
CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION
Agreement/Contract Amendment
From: Diana Leibrich M/CC Meeting Date: 04/15/2013
Prepared by: Linda Wynn, (909) 384-5161
Dept: Human Resources Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the
Execution of Amendment No. 1 to the Agreement with Marsh Risk & Insurance Services and
the City of San Bernardino for Property Insurance Broker Services. (#2364)
Current Business Registration Certificate: Yes
Financial Impact:
Funds for this Amendment will not exceed$80,000 and will be funded through Account No.
629-110-0056-5161.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
On January 7, 2008, the Mayor and Common Council authorized execution of an agreement with
Marsh Risk & Insurance Services to provide Risk Management and Property Insurance
Brokerage Services for the City for a period of one year, with four consecutive one-year renewal
options to be exercised by the City(Resolution No. 2008-2).
Background:
The City's property insurance broker is responsible for the marketing of City property for
insurance coverage commonly referred to as Property/All Risk insurance. Property/All Risk
insurance provides coverage for accidental damage to buildings, business personal property and
personal property of others in which the insured has financial interest. This insurance also covers
loss of business income arising out of such accidental damage. The Equipment Breakdown
extension includes explosion of pressure vessels, electrical arcing and mechanical breakdown.
On January 7, 2008, the City entered into the agreement for property insurance brokerage
services with Marsh Risk & Insurance Services. The one year renewal options were exercised
and the City's current property insurance policies will expire on July 1, 2013. Before soliciting
insurance brokers, staff successfully negotiated the current property insurance broker fee down
from $100,000.00 in Year 5 to a-not-to-exceed $80,000.00 fee. It is staff's desire to amend the
term of the current agreement with Marsh Risk & Insurance Services and take advantage of this
fee reduction.
Together with the reduced property insurance broker pricing and the fact that Marsh Risk &
Insurance Services has a comprehensive understanding of the City's property, the property
Updated:4/9/2013 by Richard D.Luczak PackEt ft.,,,319,
2364
insurance renewal process shall be seamless, complete, and efficient. Also, it shall be noted that
this process,under ideal conditions, is normally a three (3)to four(4) month endeavor; therefore,
utilizing Marsh Risk & Insurance Services, broker continuity shall prove to be beneficial in
obtaining competitive insurance premium quotes in sufficient time before the expiration of
current property insurance policies. Finally, this action would be considered wise and shrewd in
light of the national property insurance consequences of Hurricane Sandy on the property
insurance industry.
City Attorney Review:
Supporting Documents:
reso 2364 (PDF)
Ex. A-Marsh Amendment No 1 (PDF)
2008-002 Marsh Agrmnt (PDF)
Updated:4/9/2013 by Richard D.Luczak Packet Pg. 320
RESOLUTION NO.
1
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A FIRST
3 AMENDMENT TO THE AGREEMENT BETWEEN MARSH RISK & INSURANCE
SERVICES AND THE CITY OF SAN BERNARDINO.
4
5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
7 SECTION 1. The City Manager is hereby authorized and directed to execute N
I �
8 this First Amendment to the Agreement between Marsh Risk & Insurance Services and the
9 City of San Bernardino for property insurance broker services. A copy of said First
10 Y
Amendment is attached hereto as Exhibit"A"and incorporated herein by reference.
11.
12 SECTION 2. The Purchasing Manager is hereby authorized to issue an amended
13
Purchase Order to Marsh Risk& Insurance Services for property insurance broker services for
T-
6
14 a total amount not to exceed$80,000.00. Z
15 SECTION 3. The authorization granted hereunder shall expire and be void and of no a
d
16 further effect if the Agreement is not executed by both parties and returned to the Office of the a
17 �+
City Clerk within sixty(60)days following the effective date of this Resolution. N
18
to
/// N
19
0
20
21
111 E
22
23 a
24
25
26
27
28
Packat Pq.321
I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A FIRST
AMENDMENT TO THE AGREEMENT BETWEEN MARSH RISK & INSURANCE
3 SERVICES AND THE CITY OF SAN BERNARDINO.
4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
5 and Common Council of the City of San Bernardino at a meeting
6
thereof,held on the day of , 2013, by the following vote,to wit:
7
8 Council Members: AYES NAYS ABSTAIN ABSENT
L
3
9 MARQUEZ c
10 JENKINS
11 VALDIVIA
L
12
SHORETT °
13
14 KELLEY
c
d
15 JOHNSON E
c
m
16 MCCAMMACK E
a
17
M
N
18
Georgeann Hanna,City Clerk
19 N
O
20 The foregoing Resolution is hereby approved this day of ,2013. L
21
E
22
Patrick J. Morris,Mayor a
23 City of San Bernardino
24
Approved as to form:
25 JAMES F. PENMAN,
26 City orney
27 By:
28
..Packet Pg.322
FIRST AMENDMENT TO AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO AND MARSH RISK &
INSURANCE SERVICES
THIS FIRST AMENDMENT is made and entered into as of April 15, 2013 by and between the
CITY OF SAN BERNARDINO, a charter city ("City"), and MARSH RISK & INSURANCE
SERVICES ("Property Insurance Broker"). In consideration of the mutual covenants and
conditions set forth herein, the parties agree as follows:
L
1. This Amendment is made with respect to the following facts and purposes:
U
C
a. On January 7, 2008, the City and Property Insurance Broker entered into a 5-year
agreement entitled "Property Insurance Broker Services Agreement Between The City
Of San Bernardino And Marsh Risk & Insurance Services, for a total amount of four 06
hundred seventy thousand dollars and no cents ($470,000.00). N
b. The parties now desire to extend the agreement for one (1) year for an additional N
amount not to exceed Eighty Thousand Dollars ($80,000.00) and amend the Agreement
as set forth in this Amendment.
0
2. "Section 2. Compensation" of the Agreement is hereby amended to increase the amount o
that the City agrees to pay the Property Insurance Broker not-to-exceed Eighty Thousand Z
Dollars ($80,000.00). City shall pay Property Insurance Broker for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The first E
amendment amount shall not exceed Eighty Thousand Dollars ($80,000.00) for additional
Property Insurance Broker services. E
Q
3. "Section 3.1. Term" of the Agreement is hereby amended to extend the term of the
Agreement to January 30, 2014, unless the Agreement is previously terminated as provided
for herein.
0
4. Except for the changes specifically set forth herein, all other terms and conditions of the
Agreement shall remain in full force and effect.
c
a�
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by E
and through their respective authorized officers, as of the date first above written. N
L
CITY OF SAN BERNARDINO MARSH RISK & INSURANCE SERVICES, Q
X
W
r
Allen Parker, City Manager Craig Morris, Senior Vice President E
U
t4
y.+
Q
ATTEST: ?Jaes ED AS TO FORM:
Georgeann Hanna, City Clerk . Penm an, City Attorney
Packet Pg.323
,
1 RESOLUTION NO. 2008-2
2 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
WITH MARSH RISK & INSURANCE SERVICES TO PROVIDE RISK
4 MANAGEMENT AND PROPERTY INSURANCE BROKERAGE SERVICES FOR
THE CITY FOR A PERIOD OF ONE YEAR, WITH FOUR CONSECUTIVE ONE- y
5 YEAR RENEWAL OPTIONS TO BE EXERCISED BY THE CITY.
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE in
7
CITY OF SAN BERNARDINO AS FOLLOWS:
C
R
i
8 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized
od
9 and directed to execute on behalf of said City an Agreement with Marsh Risk and Insurance N
10 Services to provide property insurance brokerage coverage, a copy of which is attached hereto, n
11 �
marked Exhibit"A"and incorporated herein by reference as though fully set forth at length. 0
12
SECTION 2. The authorization to execute the above referenced agreement is z°
13
14 rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage E
d
15 of this resolution. E
16
N
17
E
18 111 a
s
19 L
20 0
21 o
0
22 IlI w
23
24 Ill a
25
26 Ill
27
28
Packet Pg:324
I A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
�- OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
2 WITH MARSH RISK & INSURANCE SERVICES TO PROVIDE RISK
3 MANAGEMENT AND PROPERTY INSURANCE BROKERAGE SERVICES FOR
THE CITY FOR A PERIOD OF ONE YEAR, WITH FOUR CONSECUTIVE ONE-
4 YEAR RENEWAL OPTIONS TO BE EXERCISED BY THE CITY.
N
5 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
.,
joint
d
6 and Common Council of the City of San Bernardino at a regularmeeting thereof,held on the
a
7 7th day of January ,2008, by the following vote,to wit:
8
9 Council Members: AYES NAYS ABSTAIN ABSENT N
IO ESTRADA x N
11 x o
BAXTER
12
BRINKER x z
13
d
14 DERRY x a
15 KELLEY x a
16 JOHNSON x M
N
17 MC CAMMACK x _
E
L
18
19 -c .L. -�-�Z— L
Rachel Clark, City Clerk
20 0
The foregoing resolution is hereby approved this -/L>7w day of January , o
21 2008. o
� N
22 C
t7�+�-� E
Watri Morris,Mayor 24 an Bernardino a
25 Approved as to
Form and legal content:
26
JAMES F. PENMAN,
27 City AX!dy
By: �Y� �
Packet Pg.325 .
2008-2 Exhibit A 7.J.c
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 7"' day of January, 2008, by and
3 between the City of San Bernardino, a municipal corporation, hereinafter referred to as "City"
4 and Marsh Risk & Insurance Services, hereinafter referred to as "Marsh."
5 WHEREAS, after a request for qualifications and proposal for insurance brokerage
.2
L
6 services, Marsh has been selected and appointed as City's exclusive risk management Cn
0
7 advisor, risk management consultant, and insurance broker, as applicable, for all forms of the
L
8 City's property insurance program. U)
9 WHEREAS, Marsh has experience and knowledge in, and is properly licensed for, the
1 o performance of insurance brokerage services;
L
11 NOW THEREFORE, for and in consideration of the mutual promises, covenants and
0
12 conditions herein contained, the parties hereto agree as follows:
6
13 Under the direction of the City's Director of Human Resources, Marsh shall provide the ?
14 City professional risk management and insurance brokerage services according to the terms E
15 and conditions of this Agreement. E
a
16 1. Agreement.
M
17 A. City does hereby contract with Marsh to provide professional risk
18 management and insurance brokerage services as hereinafter provided for a period of five E
0)
19 (5) years, commencing on the seventh (7�') day of January 2008 and terminating on January
L
20 6, 2013.
N
21 B. Notwithstanding the term, either party may terminate this Agreement o
00
22 upon 90 days' prior written notice to the other parry. In the event this Agreement is N
23 terminated, Marsh will assist City in arranging a smooth transition process, subject to receipt
E
24 by Marsh of all amounts due Marsh from City. U
r
25
26
27
28
Page 1 of 7 Packet Pg. 326
7.J.c
2008-2
1 C. Marsh's obligations and the obligation of its affiliates (including, if
2 applicable, Marsh's United Kingdom affiliates) to provide services to City will cease upon the
3 effective date of termination, unless otherwise agreed upon in writing.
4 D. In the event of termination by City prior to expiration, Marsh's annual
5 compensation, as set forth in Appendix C, Compensation, for the current Agreement year will
L
6 be deemed earned according to the following rates for risk management and insurance
7 brokerage services performed through the date of termination: sixty percent (60%) at the
L
s commencement of the current Agreement year; seventy-.five percent (75%) after four y
9 months; and one hundred percent (100%) after seven months.
10 E. In the event of termination by Marsh prior to expiration, Marsh's annual
L
11 compensation will be deemed earned on a pro-rata basis. Z
0
12 2. Authorization:
0
13 Marsh shall be authorized to represent and assist City in all discussions and Z
14 transactions with insurers relating to the lines of insurance as set forth in Appendix A, Scope c
15 of Services, when acting as the City's broker, provided that Marsh shall not place any
a
16 insurance on behalf of the City unless so authorized by City in writing. Marsh shall be an
17 independent contractor and shall not be deemed an employee of City during the term of this
18 Agreement. E
19 �
3. Services to be Performed by Marsh: a
20 A. The Scope of Services, attached hereto as Appendix A, further defines
21 detailed risk management and insurance brokerage services provided by Marsh, according to 0
22 respective lines of insurance, and is hereby incorporated into and made a part of this N
23 Agreement. _
m
E
24 B. Within 120 days of commencement of this Agreement, Marsh shall
r
25 obtain and submit new insurance quotations for all City's property insurance coverages a
26 currently in force, as well as any other non-property insurance coverage listed on Appendix
27 A, Section 1.
28
Page 2 of 7
Packet Pg. 327
.. ..__. _.. ... w.w ririw� iii■
' 7.J.c
200&2
1 C. Whenever market conditions permit, Marsh shall obtain at least two (2)
2 quotations on each separate insurance coverage or layer of insurance.
3 D. Marsh shall submit firm quotations to the City's Director of Human
4 Resources at least thirty (30) days prior to the expiration of existing policies; provided
5 however, that City's Director of Human Resources may waive such thirty (30) day notice in
.2
L
6 the event Marsh can demonstrate to the satisfaction of the City's Director of Human Cn
W
7 Resources that there exists extenuating circumstances which preclude or otherwise make 2
L
8 such thirty (30) day notice impracticable. N
9 E. Marsh shall make a good faith effort to give notice to City's Director of
N
10 Human Resources of all favorable or unfavorable market developments which might affect L
N
L
11 the City. Annually, on or before March 1, Marsh will provide a written assessment of policies
0
12 in force and include recommendations, if any, for improved risk coverage at a lower price to
0
13 the City. Annually, on or before November 1, Marsh will provide in writing the best estimates z
14 for the renewal premium costs of all City's insurance. E
C
15 F. It is understood that, from time to time, Marsh may be requested by City a,
a
16 to obtain insurance quotations on coverages not contained in said Scope of Services, as
M
17 mutually agreed by Marsh and the City.
Y
18 G. At the request of the City's Director of Human Resources, Marsh shall r
19 include the City's Director of Human Resources, or his/her designated representative, in s
N
L
20 negotiations with underwriters involving placement of all the City's insurance coverages. It is
N
21 required that Marsh will utilize insurers holding an A. M. Best rating of "A" or better, as well o
CO
22 as an A. M. Best minimum Financial Size Category of Class VII. Any exceptions or changes N
23 in ratings require the approval of the Director of Human Resources. Marsh will apprise the
E
24 Director of Human Resources of the A. M. Best ratings for all insurers participating in
Y
Y
25 coverage quotations for the City. a
26
27
28 Ill
Page 3 of 7 Packet Pg. 328
2008-2
1 H. It is agreed and understood that the Marsh account team will be
2 managed by Craig Morris, Senior Vice President, as long as he is employed by Marsh. Any
3 change in the structure of Marsh's account team with require approval by the City's Director
4 of Human Resources, which shall not be unreasonably withheld.
5 1. It is the Marsh account team's responsibility to:
.y
L
6 (1) Oversee, coordinate, and be responsible for, all relevant services �
0
7 performed by Marsh, subsidiaries, underwriters, or service agencies arranged by Marsh's
L
8 account team on behalf of the City.
9 (2) By April 30, 2008, Marsh will provide City with a complete Y
N
10 insurance summary, including coverages for the City, the San Bernardino Municipal Water
N
L
11 Department and the Economic Development Agency. Marsh will provide City with an �
0
12 updated insurance summary within thirty (30) days of any changes in policies or coverages.
6
13 (3) Respond to any extraordinary needs of City, as necessary. z
14 J. It is understood and agreed that Marsh's account team shall meet with
15 the City's Director of Human Resources, or his/her designated representative, no less than
a
16 quarterly, commencing in the first quarter of 2008.
M
17 4. Terms and Conditions:
18 The Standard Terms and Conditions set forth in Appendix B shall apply to the r
I a
19 Services performed by Marsh under this Agreement.
N
L
20 5. Work to be Performed by City:
21 City's responsibilities are identified in the attached Appendix B, paragraph 2, o
00
22 Client Responsibilities, which are critical to the accurate and competent placement of N
23 insurance coverage for City.
0
E
24 6. Marsh's Comaensation and Payment:
25 City shall compensate Marsh annually for risk management and insurance a
26 brokerage services pursuant to this Agreement as follows:
27 111
28
Page 4 of 7 Packet Pg. 329
2008-2
tow 1 A. For the performance of all services contemplated under this Agreement
2 and its Appendices A and B, City shall compensate Marsh an annual fee of Ninety Thousand
3 Dollars and No Cents ($90,000.00), payable in quarterly installments, in accordance with the
4 compensation terms and conditions referenced in the attached Appendix C, Compensation.
N
5 B. Future annual fee compensation will be paid as follows:
L
6 Year 2: $90,000; Year 3: $95,000; Year 4: $95,000; Year 5: $100,000 cn
7 C. The City is presently a member of Big Independent Cities Excess Pool
L
8 (BICEP), an insurance Joint Powers Authority, which provides general, law enforcement,
9 automobile, public officials and personal injury liability coverage at $25 million in excess of$1
10 million. Should the City request Marsh to market coverage for these exposures in excess of
N
L
11 the BICEP program, Marsh shall be paid commissions directly from the insurance carriers.
0
12 7. Assignment:
6
13 Neither City nor Marsh shall assign or transfer its interest in this Agreement Z
0
14 without the written consent of the other party. E
c
15 8. Compliance With Laws: E
a
16 This Agreement shall be governed by and construed in accordance with any
M
17 and all applicable laws of the United States, the State of California, and ordinances,
r
0
18 regulations and policies of City. E
19 9. Professional Liability Insurance: s
L
20 Marsh shall maintain throughout the terms of this Agreement professional
N
21 liability and errors and omissions coverage with limits in an amount of $5 million per claim. o
22 Marsh shall furnish to City a certificate issued by Marsh's professional liability insurance o
N
23 carrier or a person authorized to issue certificates on the insurer's behalf, showing that the
E
24 above-mentioned insurance has been issued and is in full force and effect. Said insurance u
2-5 shall endeavor to provide thirty (30) days' written notice to the City's Director of Human a
26 Resources prior to any cancellation of said insurance.
27
28
Page 5 of 7 Packet Pg. 330
7.J.c
2008-2
r�
1 10. Hold Harmless:
2 Marsh agrees to defend, indemnify and hold harmless the City, its officials,
3 employees, representatives and volunteers from and against any and all claims, demands,
4 defense costs, liability or consequential damages of any kind or nature arising out of or in
N
5 connection with the Marsh's performance or failure to perform under the terms of this
L
6 Agreement.
7 11. Miscellaneous: This Agreement may be modified or otherwise amended, only
L
8 if such modification, amendment or waiver is in writing and signed by the parties hereto. _
9 This Agreement shall be binding upon and inure to the benefit of the parties' respective
10 successors. Neither party shall have any liability for any failure or delay in performance of its
L
11 obligations under this Agreement because of circumstances beyond its reasonable control,
0
12 including, without limitation, acts of God, fires, floods, earthquakes, acts of war or terrorism,
6
13 civil disturbances, sabotage, accidents, unusually severe weather, governmental actions, ?
c
a�
14 power failures, computer/network viruses that are not preventable through generally E
15 available retail products, catastrophic hardware failures or attacks on its server. E
16
M
17
c
18 /// E
L
20
N
21 °o
ao
0
22 /// 0
04
23 CD
E
24
25 /// Q
26
27
28
Page 6 of 7 Packet Pg. 331
2008-2 7.J.c
1 12. Complete Agreement:
2 This Agreement, together with all appendices attached hereto, contains the
3 entire understanding of the parties with respect to the subject matter hereof and supersedes
4 all written or oral prior agreements.
5 U
L
6 ATTEST: CITY OF SAN BERNARDINO cn
CD
7 Municipal Corporation of the State of California
L
3
8 c
od
9 By: A). By:
it
10 R hel Clark, City Clerk Frid Wilson, City Manager
N
L
11
0
12 r
MARSH RISK & INSURANCE SERVICES 6
13
i a
14 w -Ea
' Ir y c
15 �
By E
16 Craig . Morris, Senior Vice President
M
17
Y
18 Approved as to form: E
L
19 James F. Penman, City Attorney
N
L
20
21 By: o
ao
22 °o
N
23
E
24
.r
25 Q
26
27
26
Page 7 of 7 Packet Pg. 332
7.J.c
2008-2
Appendix A
Scope of Services
1. Marsh will act as the City's risk management advisor, consultant and insurance
broker, as applicable, with respect to the following lines of insurance and their
respective dates of coverage:
a. Auto/Motor Uability excl Physical Damage for Animal Control Services for the
City of Fontana - 07/01/2008
b. General Uability (may include Products) for the Center for Individual
Development- 07/01/2008
C. Lead Umbrella/Excess Uability for the Center of Individual Development- 3
07/01/2008
d. Fidelity Bond (Crime Insurance) - 07/01/2008 od
e. Boiler& Machinery - 07/01/2008 N
f. Difference in Conditions - 07/01/2008
g. Properly - 07/01/2008
h. Surety—(various dates) o
2. Marsh shall provide the following services as respects the lines of insurance in o
z
Section 1, above:
Q
a. Work with the City to assess the City's risk exposures;
E
E
b. Work with the City to design and develop the City's insurance program; a
c. Assist with documentation and other steps to obtain commitments for and N
implementation of the City's insurance program upon the City's instructions;
E
L
d. Keep the City informed of significant changes and/or trends in the insurance a
marketplace and provide the City with annual information on market trends; y
e. Assist the City in identifying insurers. Solicit quotations from insure rs for o
selection by the City for the placement of City's insurance program in 9
accordance with the City's instructions; N
f. Conduct a Renewal Strategy Meeting in advance of each placement; CD
g, Negotiate on City's behalf with insurers and keep the City informed of 2
significant developments in the negotiations; a
h. Assist the City with the evaluation of options received from the insurance
market;
1 of 5
Packet Pg. 333
2008-2
L Use best efforts to place insurance on behalf of the City as directed by the
City and secure the City's approval prior to requesting insurers to bind
coverage;
J. Follow up with insurance carriers for timely issuance of policies and
endorsements;
k. Promptly respond to City's questions related to coverage placed by Marsh or
the placement process; 5
1. Deliver binders on or before the effective date of coverage being placed,
subject to placement; L
M. Process or facilitate the processing and delivery of certificates or memoranda
of insurance and auto identification cards with respect to insurance policies Y
placed by Marsh, as requested by the City;
N
n. Review policies and endorsements for conformity to agreed terms and
coverages;
o. Provide coverage summaries for all new placements and updates on changes Z
r
to existing policies;
E
p. Review premium and exposure audits, rating adjustments, dividend
calculations and loss data; a
q. Assist the City in establishing claims reporting procedures to insurers; N
r. Monitor published financial information of the City's current insurers and alert
the City when the status of one or more of such insurers falls below Marsh's
minimum financial guidelines. Insurers with whom the City's risks have been s
placed will be deemed acceptable to the City, in the absence of contrary
instructions from the City; N
0
O
s. Provide the City with detailed invoices, except in the case of direct billing by CO
insurers. Remit premiums to insurers and taxes and fees to the relevant
authorities on a timely basis, following receipt thereof from the City;
E
t. Provide the following property loss control services as respects
locations/facilities in San Bernardino: a
Evaluate internal hazards of the City's operations;
➢ Evaluate external exposures of the City's operations;
2of5
Packet Pg. 334
7.J.c
2008-2
➢ Provide City with information relating to government regulations which
may effect property loss control;
➢ Assist City in City's efforts to comply with or mitigate insurer
recommendations;
➢ Perform one loss control review of the City's facilities;
U
➢ Prepare specialized underwriting information; and CD
➢ Perform special studies relating to Seismic Assessment.
L
U. Assist the City in the development and implementation of internal claims
06
handling procedures; Y_
N
v. Assist the City with initial reporting of claims to Insurers as follows: N
L
Evaluate coverage applicability; o
➢ With the exception of Workers' Compensation and/or, Primary Casualty z
claims, prepare loss notices to insurers;
E
➢ Notify insurers of claims, provided that the City's Marsh claims
representative is informed of the claim in writing by the City, with details a
of the claim, and Marsh has placed the applicable policies or the Marsh
claims representative has been provided written notice by the City of the N
applicable carrier and policies; and
Coordinate responses to, meetings with, and visits to loss sites by
insurers; N
L
�Q
W. Assist the City with the settlement of claims with Insurers as follows:
N
O
O
Assist in the development of settlement strategies; CO
➢ Assist with insurer negotiations; and N
➢ Assist the City with litigation management issues that impact claim
settlement.
x. Provide benchmarking information for lines of insurance placed by Marsh; and a
y. Upon the City's request, review City's contracts with respect to insurance and
risk management related issues.
3 of 5
Packet Pg. 335
2008-2
Marsh shall provide up to one hundred (100) hours, in the aggregate, for the
Marsh risk consulting services provided in Sections 21 through 2w such
the City require additional services and Marsh agrees provide
services, the City agrees to compensate Marsh at this standard hourly rate as
such additional services are performed•
Sections 2(e), (91, (1), U), (1). (m), (s), (v) and (w)will only apply with
respect to placements for which Marsh is acting as the City's broker. L
3. Whenever the Marsh account team is informed in writing by the City that a claim has
been notified to the primary carrier, Marsh will notify ail applicable excess carriers of
the claim, unless the City gives the Marsh account team contrary instructions in N
writing, provided that Marsh has placed the applicable excess policies or the Marsh
City executive has received written notice from the City of the applicable carrier and Y
policies. If Marsh is instructed not to provide notice to any excess carrier, Marsh
have no responsibility for any consequences arising out of the failure to give
g
sha Po
notice.
0
4. Additional Services are available for separate compensation and shall be agreed
upon in advance and addressed by amendment to this agreement or by separate z
- agreement (in certain cases with affiliates of Marsh). Such additional services
include, but are not limited to:
a Actuarial analysis of Workers' Compensation, General Liability, and Automobile a
Liability claims, or other lines of insurance;
co
M
b Consulting relating to workers' compensation cost containment, including r
behavioral risk management, absence management, cumulative injury E
management, financial diagnostics and custom cost containment solutions; a
C Business interruption and other claim valuation services offered by Kroll's
Forensic Accounting practice; o
O
CD
d Environmental risk consulting services;
N
e Operations and assets consulting services, including business continuity
management;
f Supply chain risk management, loss control and engineering support services a
j and strategic risk assessments;
� g
Claims services other than those specified above, including catastrophic claims
support, mass tort claims support, claims management services, special claims
`:. advocacy services and archival research;
4of5
Packet Pg. 336
2008-2
h Services in connection with loss portfolio transfers and alternative risk financing,
including placements made in connection with such services,
i Captive insurance company feasibility studies;
j Establishment and administration of captive insurers;
U
k Placement of non-recurring Insurance, including, but not limited to: L
CD
• one-time placements for construction projects,
• one-time placements for marine/cargo risks,
• one-time placements for surety,
• Placements for specific financial risks, such as trade credit, 06
• Placements involving significant quantitative or actuarial analysis or modeling, y
• Placement of risks with financial institutions other than insurance carriers,
• Placements of risks not customarily accepted by insurers; L_
0
I Employee benefits services;
6
m Pension plan consulting; ?
E
: 10 n Compensation consulting;
E
o Executive deferred compensation services; a
p Risk management claims information systems, including STARS and N
TrendTracker software programs and related services;
E
q Enterprise Risk Management consulting; a
N
L
r Strategic Risk Assessment;
N
O
s Provision of Marsh personnel on an out-sourced basis;
CO
0
0
t Intellectual Property Consulting; and
E
u Security Consulting:
• Insurance-related mergers and acquisition due diligence services and a
transactional solutions;
• Placement and servicing of owner-controlled insurance programs; and
Interactive on-line City services.
5 of 5
Packet Pg. 337
i
2008-2
Appendix B
Standard Terms and Conditions
These Standard Terms and Conditions are part of the attached City Service Agreement
between City Of San Bernardino (the "City") and Marsh Risk & insurance Services
("Marsh").
N
1. Taxes-and Feas�
U
In certain cases, insurance placements that Marsh makes on the City's behalf may CD
require the payment of insurance premium taxes (including U.S. federal excise
taxes), sales taxes, use taxes, surplus or excess lines and similar taxes and/or fees
to federal, state or foreign regulators, boards or associations. The City agrees to pay
Cn
such taxes and fees, whenever assessed. To the extent practical, such taxes and
fees will be identified by Marsh on invoices covering such placements. Any such N
taxes and fees collected by Marsh will be promptly remitted by Marsh to the
appropriate authorities. N
2. °
The City shall be solely e is fu noshed to Marsh and/or insurers bythe City, and
Z
information and other documents
the City shall sign any required application for insurance. The City recognizes and
agrees that all insurance coverages placed in connection with this Agreement and all
Services, evaluations, reports and recommendations provided by Marsh hereunder a
are based on data and information furnished by the City.
�r
Marsh will be under no obligation to investigate or verify the completeness or N
accuracy of any such data or information, nor will Marsh have any liability for any
errors, deficiencies or omissions in any Services, evaluations, reports or E
recommendations provided to, or any insurance coverages placed on behalf of, the a
City that are based on such inaccurate or incomplete data or information. The City .�
Cn
understands that the failure to provide all necessary information to an insurer,
whether intentional or by error, could result in the impairment or voiding of coverage. o
0
The City will review all policies, endorsements and program agreements submitted o
anything City N
by Marsh and will advise Marsh of yt g the �y believes is not in accordance
with the negotiated coverage and terms within thirty days following receipt.
E
3. Intermedna a
(a) When in Marsh's professional judgment it is necessary or appropriate and
subject to the City's prior approval, Marsh may utilize the services of other
intermediaries, including wholesale brokers, to assist in the marketing of the
City's insurance. Such intermediaries may be affiliates of Marsh.
B-1
. Packet Pg. 338
2008-2
(b) Wholesale brokers may represent insurers or act as managing general agents.
Prior to utilizing a wholesale broker in connection with a placement for the City,
Marsh shall disclose to the City the compensation received or to be received by
Marsh and its affiliates in connection with the wholesale placement, any interests
of Marsh and its affiliates in the wholesale broker, any contractual agreements
between Marsh and its affiliates, on the one hand, and the wholesale broker, on
the other, and altematives to using the wholesale broker.
Ljr Marsh shall disclose to the City the compensation of any Marsh affiliated L
CD
intermediaries utilized in connection with the City's placements, and obtain the
City's consent to such compensation, prior to the binding of coverage. Marsh
shall disclose to the City the compensation of any non-Marsh affiliated L
intermediaries utilized in connection with the City's. placements to the extent N
known by Marsh.
Y
4. Other Revenue. it
(a) If the City requests assistance with obtaining premium financing in connection
with the City's placements and Marsh provides such assistance, Marsh may o
receive compensation from the finance company that provides premium financing
to the City. Marsh shall provide to the City information relating to Marsh's and its z
affiliates' arrangements with and interests in the premium finance companies to
be considered by the City and the compensation that Marsh and its affiliates
would receive from finance companies with respect to the City's placements.
(b) Marsh eams and retains interest income on premium payments held by Marsh on a
behalf of insurers during the period between receipt of such payments from City
and the time such payments are remitted to the applicable insurer, where N
permitted by applicable law.
E
5. Corlfi entiality. Q
N
(a) Confidential Information. M
The City may provide Marsh with certain proprietary and confidential information o
("Confidential Information") in connection with the Services provided by Marsh o
under this Agreement. Neither Marsh nor any of its employees or agents directly N
or indirectly shall disclose to any third party or use any Confidential Information
furnished by or on behalf of City for any purpose except in furtherance of the CD
Services; or other insurance brokerage, risk consulting, risk financing, risk
transfer, employees benefits or other insurance-related services rendered by a
Marsh to City, which may include in the normal course of business the release to
insurers and other financial institutions of Confidential Information relevant to the
underwriting and/or evaluation of City's risks and the processing of its claims,
provided that such insurers and financial institutions are informed of the
confidential nature of such information.
B-2
Packet Pg. 339
. 7.J.c
2008-2
Marsh shall take all steps reasonably required to maintain the confidentiality of
Confidential Information in Marsh's possession. The transmission of Confidential
Information via electronic data transmission networks which provide for the
security of users' data shall be deemed consistent with Marsh's obligations
hereunder unless such use is contrary to City's express instructions.
(b) Exceptions.
The restrictions and agreements set forth above shall not apply to any
Confidential Information: v,
(i)which at the time disclosed to or obtained by Marsh is in the public domain;
(ii) which becomes part of the public domain through no act, omission or fault of
od
Marsh;
N
(iii) hich Marsh's records demonstrate was developed independently by Marsh
) which Marsh had no reason to
or was received by Marsh from a third party -
believe had any confidentiality or fiduciary obligation to the City with respect to 0
r
such information;
6
(iv) which is required to be disclosed by law, including, without limitation, ?
pursuant to the terms of a subpoena or other similar document. However, Marsh
shall, to the extent practical, give prior timely notice of such disclosure to the City E
to permit the City to seek a protective order, and, absent the entry of such
protective order, Marsh shall disclose only such Confidential Information that a
Marsh is advised by its counsel must be disclosed by law; or
M
(v) following the lapse of two years after disclosure of such information to Marsh. Y
E
(c) Return of Confidential Information.
a
As between the City and Marsh, Confidential Information shall be the sole and N
exclusive property of the City. Upon the City's request, all documents and 2
records in Marsh's possession containing Confidential Information shall be o
CD
returned to the City.
However, that Marsh may retain copies of documents that
N
may contain Confidential Information which are necessary for the conduct and
proper record keeping of Marsh's business in accordance with standard
operating procedures or applicable law. E
s
U
(d) Remed . a
E
It is understood and agreed that money damages would not be a sufficient
remedy for any breach of these confidentiality provisions and the City shall be
entitled to injunctive relief as a remedy for such breach, without prejudice to any
other rights or remedies available to the City under applicable law.
I
I B-3
i
Packet Pg. 340
• 7.J.c
2008-2
6. Record Retlkntign,
Files (other than core documents, as defined in Marsh's record retention policy,
including insurance policies, which are permanently retained) will be retained for no
more than five years after the expiration of a particular policy's term.
Z„ Disclajmers�ation of Liability.
(a) Marsh does not speak for any insurer, is not bound to utilize any particular L
insurer and does not have the authority to make binding commitments on behalf (n
of any insurer, except under special circumstance which Marsh shall always a)
endeavor to make known to the City. Marsh shall not be responsible for the L
solvency of any insurer or its ability or willingness to pay claims, return premiums y
or other financial obligations. Marsh does not guarantee or make any
representation or warranty that insurance can be placed on temps acceptable to N
the City.
N
(b) If Marsh has taken over any existing program or policies implemented by another
broker, Marsh will not assume any responsibility for the adequacy or o
effectiveness of those programs or policies or any acts or omissions occurring
prior to Marsh's engagement. Within 45 days, Marsh will have completed a Z
review of such programs and policies and will make recommendations it believes
are necessary. E
{c} Any loss control services and/or surveys performed by Marsh under this
_
Agreement are advisory in nature. Such services are limited in scope and do not a
constitute a safety inspection as provided by a safety engineering service. Marsh
does not claim to find or include every potential loss, hazard, statutory or code
violation or violation of good practice.
E
(d) All surveys and reports are based upon conditions observed and information a
supplied by the City. Marsh does not expressly or impliedly guarantee or warrant y
in any way the safety of any site or operation or that the City or any of its sites or
operations is in compliance with federal, state or local laws, codes, statutes, N
CD
ordinances or recommendations. In any event, Marsh's liability if any, relating to CD
or arising out of loss control services performed by it for the City shall not exceed o
the total compensation paid to Marsh under this Agreement. N
E
U
t4
Q
B "
Packet Pg. 341
2008-2
Appendix C
Compensation
1. As compensation for providing the Services, the City shall pay Marsh an initial annual fee
of $90,000.00 to be paid by the City commencing January 31, 2008, in equal quarterly
installments. Future annual compensation fees are capped as follows:
Year 2: $90,000 Year 3: $95,000 Year 4: $95,000 Year 5: $100,000 N
U
2. Prior to each placement by Marsh for the City, Marsh shall disclose to the City and obtain L
the City's approval of any commissions to be collected by Marsh or Its affiliates with
respect to such placement. Marsh shall credit amounts equal to any retail commissions
collected by Marsh or its affiliates against remaining installments of the annual fee
(except as provided below) and, to the extent in excess of the remaining installments,
refund previously paid installments of the annual fee. 06
Y
W
3. In the event such retail commissions for a Contract year exceed the annual fee for that
year, then such excess retail commissions shall be returned to the City if permitted by R
law. Otherwise, an amount equal to such excess retail commissions shall be carried o
forward and applied against Marsh's annual compensation for subsequent years if
permitted by law. Any wholesale commissions collected by Marsh or its affiliates will not z
be credited against the annual fee.
E
4. In addition to the compensation set forth above, Marsh's foreign offices and affiliates
shall be entitled to receive commissions on foreign local placements made on behalf of
the City or its foreign subsidiaries, which shall be in addition to and not be credited a
against the annual fee. Marsh shall disclose th the City and obtain the City's approval of
such commissions prior to placement. Marsh may make such disclosure to and obtain
such approval from the City's local operating management.
L
5. In the event (i) the City elects to obtain insurance for a particular line of coverage from a
foreign insurer domiciled in a country not part of the City's insurance program with L
respect to such line of coverage as of the commencement date of this Agreement; and
(ii) the resources and services of a foreign Marsh affiliate are necessary or appropriate o
for such placement, Marsh and the City shall negotiate additional compensation for such CO
services and/or modification to Marsh's compensation in good faith. N
6. Any commissions collected by Marsh or its affiliates shall be considered fully earned at
the time of placement, even if an Insurance policy placed by Marsh or its affiliates for the
City or its foreign subsidiaries is terminated by the City or its foreign subsidiaries prior to a
expiration, unless such policy is replaced by another policy placed by Marsh or its
affiliates for the City or its foreign subsidiaries during the term of this Agreement.
C-1
Packet Pg. 342