HomeMy Public PortalAbout028-2014 - R & R BENEFITS-RISK MANAGEMENT - Worker's CompensationINDEPENDENT CONTRACTOR AGREEMENT FOR INSURANCE SERVICES
This Agreement made and entered into this 3151 day of January, 2014 by and between R&R
Benefits/Risk Management, LLC ("R&R") and the City of Richmond, Indiana ("City");
WITNESSETH
WHEREAS the City would like to engage R&R in the representation of the City in the
development, risk management, and marketing of activities related to the City's Property & Casualty and
Workers' Compensation Insurance program;
NOW, THEREFORE, upon the mutual promises and commitments of the parties to be performed,
the parties stipulate and agree as follows:
Engagement. Effective January 31st, 2014, the City of Richmond herewith engages and
contracts with R&R for R&R to provide services relative to the Property and Casualty
Insurance program of the City. The services to be provided by R&R under this
Agreement in connection with City's Property and Casualty Insurance Program shall
relate to the insurance program commencing February 1, 2014, or later and the renewal
or replacement of or the obtaining of new Property and Casualty insurance policies
effective February 1, 2014, or later. The Property and Casualty Insurance Program
developed pursuant to the terms and provisions of the Agreement shall be subject to the
direction and approval of the City. For purposes of this Agreement, the City's Property
and Casualty Insurance program shall relate to the areas of liability, auto, property, inland
marine, liquor, airport liability, worker's compensation, umbrella and any other coverage's
that would apply to the transfer of risk for the City as deemed appropriate and approved
by the City.
2. Contract Representatives. In undertaking its roles and responsibilities under this
Agreement, R&R shall coordinate its communications, activities, reports, advice, and
recommendations through City's contract representative for the City is currently
designated as Robert Frick. The parties may change the designated contract
representatives by providing written notice of such change to the other party in
accordance with the notice provisions provided in Paragraph Twelve (12) below.
3. Assignments. R&R assignments and responsibilities under this Agreement shall include,
but not necessarily be limited to, those activities set forth in Exhibit A which is attached
hereto and make a part of this Agreement.
4. Independent Contractor. In all respects, R&R shall be an independent contractor in
undertaking and fulfilling its obligations under this Agreement and in being compensated
for its services. R&R shall not be deemed or considered in any fashion to be an
employee or agent of City. R&R shall have no authority to bind or commit the City to any
agreement, contract, or any other obligation of any type or character. R&R shall pay and
Contract #28-2014
be responsible for all income, federal, state, FICA, worker's compensation,
unemployment, health, disability, or other types of taxes, assessments, fees, costs, or
benefits associated with the operation of its insurance agency in performing the services
under this Agreement, and the City shall have no duties or obligations with respect to
such matters
R&R shall be responsible for all damages on account of personal injury and loss of life
and property due to the activities of R&R and its employees, agents, representatives,
subcontractors, and others whose acts R&R is responsible for in connection with
performing this Agreement. R&R agrees to indemnify, defend, and hold and save the
City harmless from and against any and all losses, damages, settlements, costs,
charges, or other expenses or liabilities of every kind and character arising out of or
relating to any and all claims, demands, actions, suits, liens, obligations, proceedings, or
causes of action of every kind and character arising out of or resulting from the acts,
omissions, and or negligence of R&R and its employees, agents, representatives,
subcontractors and others whose acts R&R is responsible for under this Agreement.
Compensation. For its services under this Agreement, R&R shall be compensated as
follows:
A. Forty-five thousand dollars ($45,000) annually, payable within thirty (30) days of each
May 1st and July 16', split equally ($22,500) during the term of this Agreement and
receipt of a proper invoice from R&R, for services rendered in accordance with the
services set forth in Exhibit A. All retail commissions are to be removed and used to
reduce premiums, where possible, and in the event retail commissions cannot be
removed or it is in the best interest of the City for them to remain in the insurance
product, commissions will be fully documented and used to offset the base fee.
6. Confidentiality of Records. R&R agrees to treat information provided by the City as
confidential and will utilize such information provided only for purposes of performing the
services set forth in Exhibit A. The City recognizes that R&R, in order to carry out the
services set forth in Exhibit A, may be required to share information with third parties and
may need to disclose certain information to the extent required to comply with applicable
laws or regulations. All records and information provided by the City shall remain the
property of the City and shall be returned to the City upon request, although R&R shall be
allowed to retain copies of such records to the extent required in the ordinary course of
delivering services or complying with appropriate laws and regulations. Any information
provided by R&R, including data, recommendations, proposals, or reports shall be
treated by City as confidential and shall not be disclosed to third parties except its
attorneys, financial consultants, and auditors and except where such information is
required to be disclosed to comply with applicable laws and regulations. R&R shall retain
sole rights to all proprietary computer programs, systems, methods and procedures by
R&R.
7. Communications. It is recognized by R&R and City that communications from time to
time may occur by electronic mail, sometimes attaching further electronic data as when
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the circumstances require attachments. By consenting to this method of communication,
R&R and City accept the inherent risk, including the security risks of interception of or
unauthorized access to such communications, of corruption of such communications and
the risk of other harmful devices. R&R and City agree that each will employ reasonable
virus checking procedures on their respective computer systems and will each be
responsible for checking all electronic communications received for viruses. In the event
to a dispute, neither R&R nor the City shall challenge the legal evidentiary standing of an
electronic document merely by reason of it being an electronic document
Third Party Administrators. The City retains the right to choose and utilize a third party
administrator or other similar service providers in connection with coverage for Property
and Casualty Insurance. In the event the City elects to utilize a service provider, review
company, or similar service provider related to R&R or any of its subcontractors as
partners, affiliates, corporate parent or subsidiary, and compensation will be paid directly
or indirectly to R&R or its subcontractors for said third party services, R&R shall disclose
additional information regarding the compensation before the City decides to use said
third party provider.
Recognizing that the insurance market is complex, and there could be other relationships
which are not described in this Agreement which might create conflicts of interest, R&R
will act in the best interest of the City at all times in providing the services set forth in this
Agreement. If a conflict arises for which there is no practical way of complying with this
commitment, R&R shall promptly notify the City and withdraw from this engagement,
unless the City notifies R&R in writing of their desire to have R&R continue with providing
services set forth in this Agreement.
9. Premium/Handling of Funds. The City agrees to pay premiums and other money that is
contractually owed to third parties directly to the insurers or other service providers by the
payment dates specified in the insurance policies, invoices, or other payment documents.
Failure to pay premiums on time may prevent coverage from incepting or result in
cancellation of coverage and services by the insurer and service provider.
10. Term. The term of this Agreement shall commence from January 31, 2014 and run for a
period of three (3) years plus 5 months from the contract date of January 31, 2014
terminating on June 30, 2017, subject to termination in accordance with the provisions
set forth in Paragraph 11.
11. Termination. All provisions hereof to the contract notwithstanding, either party hereto
shall be entitled to terminate this Agreement, for any reason, including no reason, upon
sixty (60) days written notice to the other. Any such notice shall be consistent with the
provisions of Paragraph 12 below.
Upon such termination, the City and R&R shall in good faith endeavor to establish fair
compensation to R&R based upon the compensation set fort at Paragraph 5 above, the
portion of the services and assignments of R&R contemplated by this Agreement
completed to such date, together with the likely cost to City, if applicable, to secure
another entity to perform the balance of such services. The final decision with regard to
the compensation payable to R&R shall rest in the sole discretion of the City.
12. Notices. Any notices contemplated by this Agreement shall be deemed effective if
submitted by regular U.S. Mail, with postage prepaid, to the parties as follows:
To R&R at: Robert Frick
R&R Benefits/Risk Management, LLC
1251 North Eddy Street, Ste. 200
South Bend, IN 46617
Phone: 574-596-1785
Fax: 866-299-8438
To City at: City of Richmond, IN
c/o D. Sue Roberson
City of Richmond Human Resources
50 North 5th Street
Richmond, IN 47374
765-983-7244
The parties may change their address for notice purposes under this Agreement by providing
notice of such change in accordance with the terms and provision of this Paragraph.
13. Non -Discrimination. Pursuant to Indiana Code 22-9-1-10, R&R will not discriminate
against any employee or applicant for employment to be employed in the performance of
this Agreement with respect to hire, tenure, terms, conditions or privileges of employment
or any matter directly or indirectly related to employment because of race, religion, color,
sex, disability, national origin or ancestry. Breach of this covenant may be regarded a
material breach of this Agreement.
14. Telephone Non -Solicitation. R&R certifies that, except for de minims and non-systematic
violations, it has not violated the terms of I.C. 24-4.7. I.C. 25-5-12, or is preempted by
federal law and that R&R will not violate the terms of I.C. 24-4.7 for the duration of this
Agreement, even if I.C. 24-4.7 is preempted by federal law. R&R further certifies that any
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affiliate or principal of R&R and any agent acting on behalf of R&R or on behalf of any
affiliate or principal of R&R, except for de minims and non-systematic violations, has not
violated the terms of I.C. 24-4.7 in the previous three hundred sixty-five (365) days, even
if I.C. 24-4.7 is preempted by federal law, and will not violate the terms of I.C. 24-4.7 for
the duration of this Agreement, even if I.C. 24-4.7 is preempted by federal law.
15. Pursuant to Indiana Code 22-5-1.7, R&R is required to enroll in and verify the work
eligibility status of all newly hired employees of R&R through the Indiana E-Verify
program. R&R is not required to verify the work eligibility status of all newly hired
employees of R&R through the Indiana E-Verify program if the Indiana E-Verify program
no longer exists. Prior to the performance of this Agreement, R&R shall provide to the
City its signed Affidavit affirming that R&R does not knowingly employ an unauthorized
alien in accordance with IC 22-5-1.7-11 (a) (2). In the event R&R violates IC 22-5-1.7
R&R shall be required to remedy the violation not later than thirty (30) days after the City
notifies R&R of the violation. If R&R fails to remedy the violation within the thirty (30) day
period provided above, the City shall consider R&R to be in breach of this Agreement and
this Agreement will be terminated. If the City determines that terminating this Agreement
would be detrimental to the public interest or public property, the City may allow this
Agreement to remain in effect until the City procures a new contractor. If this Agreement
is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) R&R will remain
liable to the City for actual damages.
16. Pursuant to Indiana Code (IC) 5-22-16.5, R&R certifies that R&R is not engaged in
investment activities in Iran. In the event City determines during the course of this
Agreement that this certification is no longer valid, City shall notify R&R in writing of said
determination and shall give R&R ninety (90) days within which to respond to the written
notice. In the event R&R fails to demonstrate to the City that R&R has ceased
investment activities in Iran within ninety (90) days after the written notice is given to
R&R, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is
no longer valid and said determination is not refuted by R&R in the manner set forth in IC
5-22-16.5, the City reserves the right to consider R&R to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth
above.
17. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any
suit arising out of this Contract must be filed in said courts. The parties specifically agree
that no arbitration or mediation shall be required prior to the commencement of legal
proceedings in said Courts. By executing this Agreement, Contractor is estopped from
bringing suit or any other action in any alternative forum, venue, or in front of any other
tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne
County, Indiana, regardless of any right Contractor may have to bring such suit in front of
other tribunals or in other venues.
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18. Binding Effect. This agreement shall be binding upon and shall inure to the benefit of the
respective successors and assigns of the parties hereto, provided, however, that neither
party may assign any of the duties or obligations of this Agreement to any other person or
entity without the express written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the 31st day of January and year
of 2014 first above written.
R&R Benefits R&R BenefitstF isk Managem LC
By:
f obert Frick, P incipal
City
Richmond, Indiana
R
Board of Public Works and Safety of the City of
B y: ' ljliti[
Vicki Robinson, President
By:
ian Lawson, M mber
By:
Anthony L. Foster, II, Member
Approved:
Honorable Sally Hutton
EXHIBIT A
SCOPE OF SERVICES
ASSIGNMENTS AND RESPONSIBILITIES
R&R Benefits/Risk Management, LLC will assist the City of Richmond in the development of its risk
management activities and represent the City of Richmond in the marketing of its insurance needs related
the City of Richmond's insurance programs in the areas of general liability, public officer's liability, liquor
liability, airport liability, inland marine, auto, property, worker's compensation, and all other coverage's
related to property, casualty and risk management. R&R Benefits will consult with the City of Richmond
representatives and assist in the establishment of an effective risk management program which program,
will include the identification, quantification, mitigation, retention, and management, and transfer of risk.
Assignments and responsibilities to be provided include:
• Assisting in the development of insurance packages for liability, auto, property, and worker's
compensation and any other coverage's deemed necessary to adequately transfer risk.
• Marketing, directly or through brokers, the insurance coverage needs of the City of Richmond and
securing proposals, whether regular, umbrella, excess, or other specific coverage needs.
• Coordination with the insurance carriers in the modification of specific issues such as adding or
deleting vehicles, movable equipment, and real estate property; changing names; providing
endorsements, etc.
• Providing or obtaining certificates of insurance and recording and reporting insurance coverage's
and renewals.
• Consulting and assisting in risk evaluation and loss control services.
• General consulting services related to insurance and risk management matters.
• Consulting on insurance market conditions, third party administration, loss control and related
safety services, and claims management as needed.
• Availability and response to inquiries within twenty-four (24) hours of request.
• Reviewing and analyzing all reservations of rights letters and coverage denials from excess
insurance carriers.
• Consulting with the City of Richmond representatives with respect to reservation of rights letters
and coverage denials.
• Identifying and reviewing new exposures and risk based on developments in the market and
providing recommendation to address.
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