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HomeMy WebLinkAboutC-2178AGREEMENT for ADMINISTRATIVE, RISK MANAGEMENT, AND FINANCIAL SERVICES This Agreement is made and entered into this 12th day of April of the year 2002 by and between the Independent Cities Risk Management Authority, a California Joint Powers Authority, hereinafter referred to as ICRMA, and Bickmore Risk Services, a California Corporation, hereinafter referred to as BRS. SCOPE OF AGREEMENT ICRMA enters into this Agreement with BRS for the purpose of having BRS conduct the day -to -day management, operation, general administration, and financial affairs of ICRMA and its programs of insurance, self- insurance, and risk management, and to provide oversight of any other contracted operations of ICRMA. INTENT OF THIS AGREEMENT It is the intent of the parties to provide, at all times, all necessary services which have been requested by ICRMA; however, the scope of this Agreement is to provide for those requirements which are known to the parties at the time this Agreement was prepared, and as delineated in that request for proposal issued by ICRMA on October 15, 2001, and supplemented November 1, 2001, and that proposal issued by BRS in January 2002, each of which are incorporated herein by reference as though fully set forth. The recitals of duties and responsibilities are not necessarily all inclusive; however, the Board of Directors of ICRMA, hereinafter referred to as the Board, reserves unto itself the authority to authorize any services which are not specifically set forth in this Agreement. III. AUTHORITY OF BRS BRS shall have the authority to conduct the day -to -day operations and services of ICRMA carrying out the programs authorized by the Board and shall report directly to the Board; however, for matters requiring guidance which arise in the conduct of day -to -day business, BRS may contact the President of ICRMA who is authorized to speak for and represent the Board in these matters. IV. APPOINTMENT AS AGENT OF ICRMA BRS shall be appointed as the principal agent for ICRMA. ICRMA shall notify all other agencies, member agencies, and firms doing business with ICRMA of such appointment and that BRS is authorized to conduct ICRMA business and provide general supervision of all ICRMA programs. 0 Administrative Agreement April 12, 2002 Page 2 V. APPOINTMENT OF BRS STAFF AS OFFICERS Pursuant to the authority conferred by the Joint Exercise of Powers Law (Government Code Section 6500 et seq.), the Joint Exercise of Powers Agreement for Insurance and Risk Management Purposes for ICRMA, and the Bylaws of ICRMA, ICRMA shall appoint Greg Trout as ICRMA's Chief Administrative Officer, John Chaquica as ICRMA's General /Finance Manager and Rob Kramer as ICRMA's Assistant General /Risk Manager or such other members of BRS's staff acceptable to the Board of ICRMA in the event that these individuals are no longer available, or able, to carry out these duties. Such other members of BRS's staff may be appointed as officers under ICRMA's Bylaws as may be deemed appropriate by ICRMA's Board. BRS and all of its employees shall act for and on behalf of ICRMA in accordance with the Joint Exercise of Powers Law and the Joint Exercise of Powers Agreement for Insurance and Risk Management Purposes, the Bylaws, applicable master program documents, applicable memoranda of coverage, resolutions, and the policies of ICRMA (hereinafter collectively "Governing Documents "). VI. DUTIES OF BRS The duties of BRS shall be as follows: A. General Services: Maintain a business office in one of the five following California counties: Orange, Los Angeles, Ventura, San Bernadino, or Riverside, in a location of its choosing and pay all costs incidental to the occupancy and maintenance of the office; 2. retain sufficient personnel to conduct the business affairs of ICRMA, including on -site professional staff a minimum of ten to fifteen full time equivalent working days each month. Such on -site staff shall be either at the business office, the location of one or more members, or a combination thereof. Personnel retained by BRS shall not be considered employees of ICRMA; 3. perform all services under this Agreement pursuant to and in accordance with the Governing Documents and all applicable laws and regulations of the State of California and the United States of America; contract between ICRMA and BRS (Doc. #100057v2) 0 0 Administrative Agreement April 12, 2002 Page 3 4. be truthful with ICRMA, cooperate with ICRMA Board and committees, and keep ICRMA informed of any developments unknown to ICRMA which could impact the operations of ICRMA; 5. ensure that the members of BRS's staff, who are necessary for the efficient conduct of business, attend Board and all necessary committee meetings; 6. negotiate fees and other agreements on behalf of ICRMA to minimize costs and obtain the best coverage and services; 7. maintain liaison between member agencies and ICRMA to keep member agencies fully informed on the current status of the affairs of ICRMA; maintain contacts with public agency risk managers and the insurance industry by participating in the following professional associations: the Public Agency Risk Managers Association ( PARMA), the California Association of Joint Powers Authorities (CAJPA), the Public Risk Management Association (PRIMA), and the Association of Government Risk Pools (AGRIP); 9. prepare all reports, forms, records, and other documents under this Agreement in a form and content acceptable to ICRMA's Board; and 10. devote such time and facilities as are necessary to carry out these duties and those delineated in the request for proposal issued October 15, 2001 by ICRMA and that proposal issued by BRS in January 2002, each of which is hereby incorporated by reference herein as though fully set forth. The following sections list for convenience many, but not necessarily all, of the duties to be carried out. B. Administrative Services: Provide oversight for any other consultants and contractors who provide services for ICRMA; 2. maintain ICRMA's governing documents; 3. develop and prepare the guidelines and standards for accepting new members; 4. review all new applications for ICRMA membership, including consultant and broker evaluations, and make recommendations to the Board regarding such applications; contract between ICRMA and BRS (Doc. #100057v2) 0 0 Administrative Agreement April 12, 2002 Page 4 5. act as filing officer for ICRMA to ensure compliance with the Conflict of Interest Code; 6. keep the Board informed concerning the need for and timing of claims audits and actuarial studies and other similar forms of technical assistance; 7. administer the ICRMA University Program; and 8. maintain and update monthly, ICRMA's web -site. C. Board Secretarial Services: 1. Provide, post, and distribute descriptive agendas for meetings of the Board and other subcommittee meetings in accordance with the Governing Documents and the Ralph M. Brown Act; 2. prepare agendas and back -up materials and deliverwithin five business days in advance to all members, for each committee, board, and special meeting; 3. within fifteen (15) working days after the meeting, prepare and distribute minutes of all Board or other subcommittee meetings; 4. assist other staff members in carrying out the terms of this Agreement; 5. prepare all correspondence necessary to the operation of ICRMA or for the clarification of ICRMA's business or operations; 6. maintain a general file of all ICRMA documents including, but not limited to, correspondence, reports, insurance policies, notices, agendas, minutes, and ICRMA's governing documents; 7. maintain administrative records and update them as necessary; 8. when required, prepare and file updated California Secretary of State Statement of Facts forms for ICRMA and comply with other reporting requirements of the State of California; and 9. as required, provide advice and assistance to member agencies. D. Risk Management Services: 1. Develop and prepare underwriting guidelines and procedures; contract between ICRMA and BRS (Doc. #100057v2) C� Administrative Agreement April 12, 2002 Page 5 • 2. assist ICRMA in the selection of risk management and insurance programs, brokers of record, insurance companies, claims administrators, consultants, and other professionals who may provide services to ICRMA; 3. review alternatives for financially strengthening ICRMA's programs, and report to the Board on the status of such alternatives; 4. monitor the status of ICRMA's programs and operations, member agencies' losses, administrative and operational costs, service companies' and brokers' performance, and provide the Board with appropriate status reports pertaining thereto; 5. assist assigned actuaries in their review and analysis of self- funded reserve levels, deposit premium computations, plan design, and utilization of benefits with the objective of obtaining the best coverage and benefits with the minimum cost to the member agencies; analyze loss runs and individual claims, when necessary, to minimize claims costs to ICRMA; 7. maintain a computerized data base of all required statistical information on the member agencies and their claims; 8. provide certificates of coverage, as required; 9. as required, provide advice and assistance to member agencies; 10. provide each member entity with two copies of a claims procedures manual and periodic training thereon; and 11. provide each member entity with two copies of a transfer of risk manual and periodic training thereon. E. Financial Services: Prepare and distribute ICRMA billings for payment by member agencies; maintain detailed records of all income, expenditures, deposits, and withdrawals; 3. verify demands for payment made upon ICRMA and as necessary, prepare a warrant listing for approval by the President; such listings shall include all such demands made since the last warrant listing; contract between ICRMA and BRS (Doc. #100057v2) 0 0 Administrative Agreement April 12, 2002 Page 6 4. upon approval of the warrants, issue checks to pay bills; 5. respond to requests for confirmation made by member agencies' financial auditors; 6. perform monthly bank reconciliations of all accounts; 7. administer accounts payable and receivable; 6. maintain financial records in accordance with generally accepted accounting principles; 9. quarterly, prepare and submit to ICRMA's Treasurer for approval a Treasurer's Report detailing all funds on hand, classified by depository; 10. within sixty (60) days after the end of the quarter, prepare and submit a full financial disclosure of all funds on deposit including receipts and disbursements of funds during the quarter just ended; 11. arrange for the annual financial audit by the CPA firm approved by the Board; 12. prepare and submit to the Board for approval by May 30 of each year an annual budget for ICRMA ; 13. prepare, for each meeting of the Board, a claims paid listing for all claims paid by ICRMA for the most recent quarter and to -date; 14. prepare and timely file updated California State Controllers Annual Report of Financial Transactions forms for ICRMA and comply with other reporting requirements of the State of California; 15. prepare and timely file Form 1099's with the Internal Revenue Service for all necessary expenditures made, other than those expenditures made by third party claims administrators; 16. maintain any additional financial or other records as may be necessary to the operation of ICRMA; and 17. as required, provide advice and assistance to member agencies. contract between ICRMA and BRS (Doc. #100057v2) • • Administrative Agreement April 12, 2002 Page 7 F. Support Services: 1. Provide the support services required to satisfactorily conduct ICRMA's business including clerical support, printing and copy services, mailings, etc.; 2. maintain up -to -date mailing lists of all member agencies, Board members, standing and ad hoc committee members, and providers of services; 3. arrange meeting facilities including accouterments and meals, if desired, for Board meetings; 4. arrange meeting facilities, including lodging and meals, for Board strategic planning sessions; 5. provide for other meeting arrangements, such as, room and board for other meetings, conferences, or seminars as required by ICRMA; 6. at BRS's expense: a. provide equipment and related lines for the receipt and transmission of documents by facsimile; b. furnish telephone lines sufficient to provide adequate service to ICRMA's member agencies, including member agency access to at least two 800 number lines in BRS's offices; C. provide postage for mailings of ICRMA materials prepared by BRS; d. provide all office supplies required to carry out the purposes of this Agreement; e. provide printing required for letterhead, envelopes, forms, and other printed documents; f. maintain subscriptions to the professional periodicals required to carry out the purposes of this Agreement; and g. reimburse BRS's employees for travel on behalf of ICRMA, except travel incidental to services provided outside of this Agreement. contract between ICRMA and BRS (Doc. #100057v2) P Administrative Agreement April 12, 2002 Page 8 G. Other Services: 0 Although not a part of this Agreement, BRS, when mutually agreed by ICRMA and BRS, may perform additional services, including any or all of those set forth in Section VI of the BRS proposal issued in January 2002. Payment for said additional services shall be in accordance with the amounts set forth in that proposal or for different services, in accordance with Section IX of this Agreement. VII. DUTIES OF ICRMA ICRMA shall: A. Require member agencies to provide on a timely basis any information required by BRS to carry out the duties pursuant to this Agreement; B. require member agencies to be truthful with BRS, cooperate with BRS's staff, cooperate in the conduct of ICRMA's programs, and keep BRS informed of any developments which could impact the operations of ICRMA; C. perform the obligations ICRMA has agreed to perform under this Agreement and pay BRS's billings in a timely manner; D. appoint Greg Trout, John Chaquica and Rob Kramer to the positions set forth in Section V; E. appoint a members of BRS's staff as ICRMA's Assistant Treasurer and Board Secretary and designate such appointees as officers of ICRMA; F. provide a petty cash fund in an amount which is reasonable and mutually agreeable to pay for ICRMA's professional memberships, Board travel, business meals and lodging, and other miscellaneous expenses of ICRMA. A member of BRS's staff shall be designated as the Petty Cash Custodian; G. pay annual membership costs for ICRMA's membership in pooling trade organizations such as CAJPA, PARMA, PRIMA and AGRIP, to which ICRMA may wish to belong; H. at ICRMA's expense, select an attorney who shall be designated to provide coverage opinions whenever such matters are in dispute; such attorney shall not be a member of BRS's firm, however, BRS agrees to provide recommendations to ICRMA as to such selection if requested; contract between ICRMA and BRS (Doc. #100057v2) 0 Administrative Agreement April 12, 2002 Page 9 at ICRMA's expense, if required, appoint a CPA or other qualified firm to invest the reserve funds of ICRMA; and J. at ICRMA's expense, purchase a fidelity bond to cover ICRMA's Treasurer, Assistant Treasurer, Petty Cash Custodian, and any other officer who may handle monies of ICRMA or who has authority to sign checks for ICRMA. VIII. PAYMENTS TO BRS BRS hereby agrees to perform the services set forth in this Agreement for all four years of this Agreement at the following fees, provided no additional members join the ICRMA. 2002 -2003 2003 -2004 2004 -2005 2005 -2006 Annual Contract Price: $466,500 $447,100 $468,700 $491,400 Adjustments to the amounts due to BRS for the addition of new members shall be as set forth in subparagraph A to this Article. During the term of this Agreement, ICRMA shall pay BRS as follows: (1) Regarding one -time charge for initial cost of conversion from current provider to BRS: $20,000 on July 1, 2002 $10,000 on August 1, 2002 $10,000 on September 1, 2002 (2) Fixed contract for 2002 -2003 $426,500, divided into 12 equal monthly payments, each in the amount of $35,541.55, and due on the 10th day of the month following the performance of services. (3) In the year 2003 -2004, the fixed contract amount shall be $447,100, payable in 12 equal monthly payments, each due on the 10`h day of the month following the performance of services. (4) In years 2004 -2006, the fixed contract amount shall be increased to $468,700 and $491,400, respectively, payable monthly as provided above. contract between ICRMA and BRS (Doc. #100057v2) C' J Administrative Agreement April 12, 2002 Page 10 A. New Member Agencies of ICRMA • Nothing in this Agreement shall prevent ICRMA from adding new members; however, for each new member agency added to ICRMA's membership, BRS shall be paid annually an amount equal to .015% to .020% of the added payroll from the new members, to be mutually agreed upon by ICRMA and BRS. Such amount shall be in addition to the contract price due to BRS as set forth in this Article, and annually thereafter, adjusted pursuant to the total contract adjustment. IX. ADDITIONAL SERVICES In the event that additional services, or extra work, which are not covered by this Agreement or the optional services quoted in Section VI of the BRS proposal dated January, 2002, are desired, such services will be billed on a time and materials basis atthe hourly rates which are shown on Exhibit A, attached hereto and incorporated herein or on a flat rate basis. The hourly rates shown in Exhibit A may be increased by BRS upon written notice to ICRMA. Prior to commencing any additional services or extra work, BRS shall prepare a task order describing the scope of work and the costs for the extra services. ICRMA shall have no obligation to pay for extra services by BRS until after the approval of the task order by the President or the Board, as appropriate. X. TERMINATION OF AGREEMENT This Agreement may be terminated prior to the expiration of the term specified in Section XVIII in any one of the following ways: A. By mutual agreement of the parties expressed in writing; B. By BRS, after the twenty -fourth (24th) month of this Agreement, upon giving ICRMA not less than six (6) months prior written notice of its election to terminate the Agreement; C. By BRS, for cause, upon giving to ICRMA not less than sixty (60) days prior written notice of its election to terminate the Agreement for cause, which notice shall specify the particular cause and the facts and circumstances justifying the termination of the Agreement for cause. contract between ICRMA and BRS (Doc. #100057v2) 0 0 Administrative Agreement April 12, 2002 Page 11 For purposes of this paragraph, the following shall justify termination of the Agreement for cause: the appointment by ICRMA of any person other than an employee of BRS to serve as an officer listed in Section VII of this Agreement; or, violation by ICRMA of any of the other duties enumerated in Section VII of this Agreement; D. By ICRMA, without cause, after the twenty -fourth (24th) month of this Agreement, upon giving BRS ninety (90) days prior written notice of its election to terminate the Agreement; or E. By ICRMA, for cause, upon giving BRS not less than thirty (30) days prior written notice of its election to terminate the Agreement for cause, which notice shall specify (1) the particular cause and the facts and circumstances which justify the termination of the Agreement for cause, and (2) the right of BRS to request within fifteen (15) days a hearing before ICRMA's Board, with a quorum of at least two - thirds (2 /3rds) of the members attending, to contest the proposed termination. If BRS requests a hearing, the hearing shall be held before the Board and, absent an extension granted by the Board, the Board shall render a decision on the matter within a 60 (sixty) day period. For purposes of this paragraph, the following shall justify termination for cause: mishandling ICRMA's funds by any employee of BRS; any intentional misrepresentation or fraud by any employee of BRS in connection with the performance of BRS's duties under this Agreement; the commission of any illegal acts or omissions by any employee of BRS in relation to the performance of duties under this Agreement; a material breach of this Agreement or habitual neglect of duty by any employee of BRS in the performance of duties under this Agreement; or the failure to provide a qualified person to fill a vacant ICRMA office after due notice and opportunity to find a qualified person. XI. OWNERSHIP OF RECORDS All written records of the operations, administration, and activities of ICRMA shall at all times remain the property of ICRMA. Upon termination of this Agreement, BRS shall surrender all written records to ICRMA upon demand. The computer media, including the equipment, software programs, and data disks and tapes, shall at all times remain the property of BRS, except for any proprietary software created for ICRMA for which ICRMA has paid the programming costs. BRS shall make available to ICRMA, at ICRMA's cost, data then in each of BRS's computer's memory, data disks, and tapes by reproduction of the data. Such data shall include, but not be limited to, the most recent annual program reports, annual budget, claims records, and accounting records. Such data, if requested by ICRMA, shall be contract between ICRMA and BRS (Doc. #100057v2) • • Administrative Agreement April 12, 2002 Page 12 reproduced at the then current hourly rates for services charged as outlined in Section IX of this Agreement. XII. INDEPENDENT CONTRACTOR BRS is and shall at all times remain as to ICRMA a wholly independent contractor. Neither ICRMA nor any of its agents shall have control over the conduct of BRS's employees or associates, except as otherwise set forth. XIII. EQUAL OPPORTUNITY EMPLOYER BRS shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, or natural origin. XIV. INDEMNIFICATION BRS agrees to indemnify, defend, and hold harmless the ICRMA, its Governing Board, and each Member thereof, and every officer and employee of the ICRMA, from any and all liability, damages (whether in contract or tort, including personal injury, death at any time, or property damage), costs, and financial loss, including the management of funds and all costs and expenses of litigation or arbitration, arising from the wrongful or negligent action or inaction of BRS or any person employed by BRS in the performance of this Agreement. BRS shall also hold ICRMA harmless against any liability that it may incur toward BRS's employees, including, but not limited to liability for payment of workers compensation benefits. XV. INSURANCE BRS shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by BRS, its agents, representatives, or employees. Minimum Scope of Insurance Coverage shall be at least as broad as: A. Insurance Services Office Commercial General Liability coverage. B. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability Code 1 (any auto). contract between ICRMA and BRS (Doc. #100057v2) • i Administrative Agreement April 12, 2002 Page 13 C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. D. Errors and Omissions liability insurance appropriate to BRS's profession. Minimum Limits of Insurance BRS shall maintain limits of no less than: General Liability: Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this proposal or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability: Two Million Dollars ($2,000,000) per accident for bodily injury and property damage. 3. Errors and Omissions Liability: One Million Dollars ($1,000,000) per occurrence. Other Insurance Provisions The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: The ICRMA, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of BRS, or automobiles owned, leased, hired, or borrowed by BRS. 2. For any claims related to this proposal, BRS's insurance coverage shall be primary insurance as respects the ICRMA, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the ICRMA, its officers, officials, employees, or volunteers, shall be excess of BRS's insurance and shall not contribute with it. 3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either party,•except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the ICRMA. contract between ICRMA and BRS (Doc. #100057v2) Administrative Agreement April 12, 2002 Page 14 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the ICRMA. Verification of Coverage BRS shall furnish the ICRMA with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the ICRMA or on other than the ICRMA's forms provided those endorsements conform to the ICRMA requirements. All certificates and endorsements are to be received and approved by the ICRMA before work commences. The ICRMA reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time. Sole Negligence Insurance obtained by BRS does not apply or shall not be construed as being applicable for damages arising out of the bodily injury to any person, personal injury to any person, or damage to property of others resulting from the sole negligence of the ICRMA and its officers, employees, and agents, if applicable. XVI. FIDELITY BOND BRS shall procure and maintain a Fidelity Bond which covers those BRS staff members who provide services to the ICRMA in those activities relating to the Administrative and Risk Management Services Agreement Between the ICRMA and BRS. The amount of the Fidelity Bond shall be determined by the ICRMA Governing Board. Coverage for BRS staff members may be provided in conjunction with the Fidelity Bond provided for ICRMA Officers, Board Members, Alternate Board Members, and Committee Members. XVII. FAIR EMPLOYMENT PRACTICES BRS agrees that all persons employed by BRS shall be treated equally by BRS without regard to or because of race, color, religion, ancestry, national origin, handicap, sex, sexual preference, or age and in compliance with all anti - discrimination laws of the United States of America, the State of California and the Member Cities of the ICRMA. BRS agrees that during the performance of this Agreement SRS and any other parties with whom BRS may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, contract between ICRMA and BRS (Doc. #100057v2) 0 0 Administrative Agreement April 12, 2002 Page 15 ancestry, handicap, sex, sexual preference, or age. BRS agrees to state in all of its solicitations or advertisements for applicants for employment that BRS is an "Equal Opportunity Employer" or that all qualified applicants shall receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex, sexual preference, or age. BRS shall, if requested to do so by the ICRMA, certify to the ICRMA that BRS has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. BRS shall provide the ICRMA with access to and, upon request, provide copies to the ICRMA of all of BRS's records pertaining or relating to BRS's employment practices, to the extent of such records are not confidential or privileged under State or Federal law. XVIII. CONFLICT OF INTERESTS BRS hereby certifies, to the best of its knowledge, that it has no conflict of interest in carrying out the provisions of this Agreement. To the best of our knowledge no conflict of interests currently exists in our performance of duties for these agencies with respect to ICRMA. Should any conflict, apparent or real, occur in the future, all parties to this Agreement shall be so notified immediately. XIX. ASSIGNMENT ICRMA and BRS each binds itself, its principals, successors, assigns, and legal representatives to the other party to this Agreement and to the principals, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither ICRMA nor BRS shall assign, sublet, or transfer its interest in this Agreement without the written consent of the other. XX. TERM OF AGREEMENT This Agreement shall be in effect from July 1, 2002, through and including June 30, 2006, subject to earlier termination as set forth in Section X of this.Agreement, or extension by mutual agreement of the parties. XXI. .DISCLAIMER OF GUARANTEE BRS has made no promise or guarantee to ICRMA aboutthe outcome of ICRMA's matters, and nothing in this Agreement shall be construed as such a promise or guarantee. contract between ICRMA and BRS (Doc. #100057v2) 0 Administrative Agreement April 12, 2002 Page 16 XXII. LITIGATION COSTS 9 Should any litigation occur relating to the enforcement and /or interpretation of this Agreement or any part thereof, the prevailing party shall be entitled to reasonable attorney's fees and costs. The determination of whom, if anyone, is the prevailing party as well as what shall constitute reasonable attorney's fees and costs shall be made by the judge presiding over said litigation. XXIII. SUPERSESSION OF PRIOR TERMS AND CONDITIONS This Agreement integrates all terms and conditions mentioned herein or incidental hereto, and supersedes all oral negotiations and prior writings in respect to the subject matter hereof. In the event of conflict between terms, conditions or provisions of this Agreement and any such document or instrument, the terms and conditions of this Agreement shall prevail. contract between ICRMA and BRS (Doc. #100057v2) 0 0 Administrative Agreement April 12, 2002 Page 17 XXIV. SEVERABILITY Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California or the United States, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions and provisions shall not be affected thereby. IN WITNESS HEREOF, the parties hereto have executed this Agreement the day and year first above written. 0 President, Independent Cities Risk Management Authority President, BRS Risk Services APPROVED AS TO FORM: J. Kenneth Brown, General Counsel ICRMA contract between ICRMA and BRS (Doc. #100057v2) Dated April 12, 2002 Dated April 12, 2002 Administrative Agreement April 12, 2002 Page 18 0 0 EXHIBIT A Professional Services Rates Per Hour Consultant FY 2002/03 FY 2003/04,., FY 2004/05 FY 2005/06 Greqory Trout $175 $184 $193 $203 John Chaauica 175 184 193 203 Rob Kramer 175 184 193 203 Linzie Kramer 185 194 204 214 Jeff Grubbs 150 158 165 174 ngela Jean 105 110 116 122 Charles Grav 105 110 116 122 Admin. Support 45 47 50 52 Accountant 50 53 55 58 contract between ICRMA and BRS (Doc. #100057v2)