HomeMy WebLinkAboutContract 49885 CITY SECRETARY Q
CONTRACT N0. -1
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH(the"City"),a Texas home rule municipal corporation,acting
by and through Susan Alanis, its duly authorized Assistant City Manager, and Roach Howard Smith &
Barton ("Broker"), a Texas Corporation, and acting by and through Allison,Nixon, its duly authorized
Assistant Vice President, each individually referred to as a "party" and collectively referred to as the
"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Statement of Work,Broker's Proposal in response to RFP 17-03 84;
3. Exhibit B—Workers' Compensation Insurance Broker and Consulting Services Qualifications
Questionnaire;
4. Exhibit C—Fees and Charges Schedule;
5. Exhibit D—Litigation Disclosure;
6. Exhibit E—Verification of Signature Authority Form.
Exhibits A, B, C, D and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,
C,D or E and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Broker hereby agrees to develop bid requests and to secure at the direction of City Excess Works'
Compensation Insurance, and to provide related Broker consulting services for Workers' compensation,
occupational safety and accident prevention/loss control, for the Human Resources Department
("Services").Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit"A,"
Scope of Work,more specifically describing the services to be provided hereunder.
2. TERM.
This Agreement shall begin on October 11, 2017 ("Effective Date") and shall expire on October
10,2020("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term").
Following the Initial Term, there shall be two (2) one-year renewals at the City's sole option (each a
"Renewal Term"). The City shall provide Broker with written notice of its intent to renew at least thirty
(3 0)days prior to the end of each term.
3. COMPENSATION.
The City shall pay Broker in accordance with the provisions of this Agreement and the Fees and
Charges Schedule attached as Exhibit "C," which is incorporated for all purposes herein; however,total
payment made under this Agreement by the City for all Services shall not exceed Three Hundred
Ninety-Eight Thousand Dollars ($398,000.00). Broker shall not perform any additional services or bill
for.-aotdal expenses related to work for the City not specified by this Agreement unless the City requests
Md approves ia�writing the additional costs or expenses for such services. The City shall not be liable for
y a c�tional.e penses of the Broker not specified by this Agreement unless t �*84 arr
nses in writing. OFFICIAL RECORD
G �(S�� �er%Agreement � _1'QfO
M T
4. TERMINATION.
4.1. Written Notice. City or Broker may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Broker of such occurrence
and this Agreement shall terminate on.the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Broker for services actually rendered up to the effective date of
termination and Broker shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Broker shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Broker has received access to City Information or data as a requirement
to perform services hereunder, Broker shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Broker hereby warrants to City that Broker has made full
disclosure in writing of any existing or potential conflicts of interest related to Broker's services under this
Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Broker
hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Broker, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Broker shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way.Broker shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event,Broker shall, in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Broker agrees that City shall, until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records, of Broker involving transactions relating to this Contract at no
additional cost to City. Broker agrees that City shall have access during normal working hours to all
necessary Broker facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Broker reasonable advance notice
of intended audits.
Professional Services Agreement Page 2 of 10
7. INDEPENDENT BROKER.
It is expressly understood and agreed that Broker shall operate as an independent Broker as to all
rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Broker shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
SubBrokers.Broker acknowledges that the doctrine of respondeat superior shall not apply as between City,
its officers, agents, servants and employees, and Broker, its officers, agents, employees, servants, Brokers
and SubBrokers. Broker further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between City and Broker.It is further understood that City shall in no way be considered
a Co-employer or a Joint employer of Broker or any officers, agents, servants,employees or SubBroker of
Broker. Neither Broker, nor any officers, agents, servants, employees or SubBroker of Broker shall be
entitled to any employment benefits from City. Broker shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
SubBroker.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY-BROKER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF BROKER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION-BROKER HEREBY COVENANTSAND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO BROKER'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
BROKER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Broker agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright,trade mark,trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Broker bears the cost and expense of payment for claims or actions against
City pursuant to this section,Broker shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Broker in doing so.In the event City,for whatever reason,assumes the responsibility for payment of
costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Professional Services Agreement Page 3 of 10
Broker shall fully participate and cooperate with City in defense of such claim or action. City agrees
to give Broker timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Broker's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Broker shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation; or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Broker terminate this Agreement,and refund all amounts paid
to Broker by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Broker shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior,written consent of City.If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Broker under which the assignee agrees to be
bound by the duties and obligations of Broker under this Agreement.Broker and Assignee shall be jointly
liable for all obligations of Broker under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, SubBroker shall execute a written
agreement with SubBroker referencing this Agreement under which SubBroker shall agree to be bound by
the duties and obligations of SubBroker under this Agreement as such duties and obligations may apply.
SubBroker shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Broker shall provide City with certificate(s) of insurance documenting policies of the following
minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this
Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Broker, its employees, agents,
representatives in the course of the providing services under this Agreement."Any
vehicle" shall be any vehicle owned,hired and non-owned.
Professional Services Agreement Page 4 of 10
(c) Worker's Compensation:
Statutory limits
Employer's liability
$100,000- Each accident/occurrence
$100,000- Disease-per each employee
$500,000- Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Employers'Liability coverage with limits consistent
with statutory benefits outlined in the Texas workers' Compensation Act (Art.
8308—1.0 et seq.Tex.Rev.Civ. Stat.)and minimum policy limits for Employers'
Liability of:
$100,000- each accident/occurrence, $500,000 bodily injury disease policy
limit
$100,000- per disease per employee.
(d) Professional Liability(Errors& Omissions)
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days'notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
Professional Services Agreement Page 5 of 10
solvency to the satisfaction of Risk Management.If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Broker has obtained all required
insurance shall be delivered to the City prior to Broker proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Broker agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances,rules and regulations.If City notifies Broker of any violation of such laws, ordinances,rules or
regulations,Broker shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Broker, for itself, its personal representatives, assigns, SubBrokers and successors in interest, as
part of the consideration herein,agrees that in the performance of Broker's duties and obligations hereunder,
it shall not discriminate in the treatment or employment of any individual or group of individuals on any
basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS
NON-DISCRIIVIINATION COVENANT BY BROKER, ITS PERSONAL REPRESENTATIVES,
ASSIGNS,SUBBROKERSS OR SUCCESSORS IN INTEREST,BROKER AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered,return receipt requested, addressed as follows:
To CITY: To BROKER:
City of Fort Worth Roach Howard Smith&Barton
Attn: Susan Alanis,Assistant City Manager Attn: Allison Nixon,Assistant Vice President
200 Texas Street 8750 N. Central Expressway, Suite 500
Fort Worth,TX 76102-6314 Dallas,TX 75321
Facsimile:(817)392-8654 Facsimile: (817)390-3569
With copy to Fort Worth City Attorney's Office at
same address
Professional Services Agreement Page 6 of 10
14. SOLICITATION OF EMPLOYEES.
Neither City nor Broker shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
Broker, any person who is or has been employed by the other during the term of this Agreement, without
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Broker to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Broker's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Broker shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A.B, and C.
Professional Services Agreement Page 7 of 10
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification, or extension of this Agreement shall be binding upon a party hereto.
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A,B and C,contains the entire understanding and agreement
between City and Broker,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Broker warrants that its services will be of a professional quality and conform to generally
prevailing industry standards.City must give written notice of any breach of this warranty within thirty(3 0)
days from the date that the services are completed.In such event,at Broker's option,Broker shall either(a)
use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,
or(b)refund the fees paid by City to Broker for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility,employment verification,and nondiscrimination.Broker shall verify the
identity and employment eligibility of all employees who perform work under this Agreement.Broker shall
complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request,provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Broker shall establish appropriate procedures and controls so that no services will
be performed by any employee who is not legally eligible to perform such services. Broker shall provide
City with a certification letter that it has complied with the verification requirements required by this
Agreement.Broker shall indemnify City from any penalties or liabilities due to violations of this provision.
City shall have the right to immediately terminate this Agreement for violations of this provision by Broker.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Professional Services Agreement Page 8 of 10
Broker hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Broker whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit E. Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Broker shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Broker or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement.Failure to do so may adversely impact future invoice payments.
30. PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
Broker acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Broker certifies that Broker's signature provides written verification to the City that Broker:(1)does
not boycott Israel; and (2)will not boycott Israel during the term of the contract.
A2NIN S WHEREOF, the parties hereto have executed this Agreement in multiples this
y off 2017.
(signature page follows)
Professional Services Agreement Page 9 of 10
ACCEPTED AND AGREED:
CITY OF FORT WORTH: BROKER: Roach Howard Smith & Barton
By: -AW�k � V��o
By: Name: Allison Nixon
Nam . Susan Alanis Title: Assistant Vice President
ssistant City Manager ii
Date: VD
Date: 147
APPROVAL RLCOINMIEN )1,.D: ATTEST:
By: By:
arae: ri Dicke son
e: Human R urces Department Title:
ATTEST:
By:
City Secrey
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
reporting requirements.
By: r
ame: M v f
Title: T
APPROVED AS TO FORM AND LEGALITY:
By: 44-41M
Name: Matthew A. Murray
Assistant City Attorney I
CONTRACT AUTHORIZATION:
M&C: - 2//¢
Date: /U 2y i7L 2011`10)a 4
Professional Services Agreement Page 10 of 10
EXIHIBIT A
STATEMENT OF WORK
I. SCOPE OF WORK
1.0 INSURANCE PLACEMENT SERVICES
1.1 Broker shall work closely with City to develop bid requests to secure Excess
Workers' Compensation Insurance for the City insurable risks. The objective is to
place Excess Insurance Program over City Self-Insurance Program in accordance
with the desired retentions and limits to be designed by the City. Broker shall make
available to City all resources at its disposal to properly collect,organize and review
all data placed into the bid request.
1.2 Broker shall market City account to qualified Excess Workers' Compensation Insurance
companies. Marketing shall include, but not be limited to, assisting in the development of
insurance specifications and underwriting criteria; assist in developing Requests For
Quotes (RFQ's) from insurance companies, canvassing insurance markets, .reviewing
suitable manuscript policies,negotiations on behalf of City,consultation and professional
advice on proposed changes or enhancements to the program, and ongoing advisory
services for the duration of the contract concerning changes or enhancements to the
program.
1.3 Bids of Excess Workers' Compensation Insurance. Broker shall represent City in all
phases of this project. Direct negotiations on terms and pricing with the insurance
company shall take place with the direction of City. Placement of any program of
insurance shall be conducted as a bid directly to insurance market underwriters.Broker
shall review bids and assist City in the selection thereof and shall provide a report to
City summarizing the results of all negotiations. It is clearly understood that any resulting
product from the Broker of Record Contract cannot be accepted nor bound until approved
by City. All procurement of insurance shall be conducted in accordance with the Texas
Local Government Code and all applicable law.
1.4 Broker shall review and analyze policies for accuracy of coverage and advise City
regarding all aspects of policy interpretation; provide confirmation of evidence of
insurance (binders, cover notes) or the status of a placement prior to the renewal date;
timely issue certificates of insurance; arrange periodic meetings with City staff to discuss
pertinent topics, and attend meetings with City Staff or Council as requested; provide
notice of claim on behalf of City to the excess carrier in accordance with the notification
provisions of the policy; provide claims status reports upon reasonable request; provide
loss runs upon request; and serve in a consulting capacity to City on any loss settlement
negotiation with the excess insurer if needed. Broker shall continue to act in an advisory
and consulting role to City for the duration of the Broker's Contract to ensure that the
insurance program accepted by City continues to work smoothly, effectively and in the
best interests of the City.
Professional Services Agreement--Exhibit A
2.0 ACTUARIAL SERVICES
Broker shall arrange, coordinate and cause to be performed an annual actuarial study, and
shall coordinate the collection of data for actuarial services on the City Workers'
Compensation Claim Fund. The actuarial study shall commence during the month of
October, and a final actuarial report shall be provided to the City Assistant Human
Resources Director for Risk Management, no later than December 31' of the same year.
Broker shall review actuarial reports, advise City regarding interpretation of actuarial
reports and make recommendations for program modifications. Cost of actuarial studies
shall be paid by City.
3.0 WORKERS' COMPENSATION CLAIMS AUDIT SERVICES
Broker shall arrange for,coordinate and cause to be performed annual audits of the City's Workers'
Compensation Third Party Administrator and 504 Workers' Compensation Provider Panel
Administrator. The audit shall commence during the month of October and a final audit report
shall be provided to the City's Assistant Human Resources Director for Risk Management no later
than December 31 of the same year. Costs of the audit shall be paid by City in accordance with
Exhibit C.
4.0 OCCUPATIONAL SAFETY, ACCIDENT PREVENTION AND WORKERS'
COMPENSATION LOSS CONTROL SERVICES
Broker shall be available to serve in a consulting capacity to City Risk Management Division on
Occupational Health & Safety/Workers' Compensation related issues and projects as City shall
request,including,but not limited to,reviewing new laws;assisting in reviewing claims as needed;
answering loss control questions; evaluating high-risk activities; providing safety engineering
services;conducting ergonomic studies,safety program evaluations,and job safety/hazard analyses
on specific worker activities; and conducting accident investigations. Broker shall provide
approximately 500 hours of these services.
5.0 OTHER BROKER SERVICES
Broker shall also be required to assist City in evaluating proposals from potential\contractors for
other Occupational Health& Safety/Workers' Compensation programs of the City. Broker shall
propose additional services for consideration by City.
Professional Services Agreement—Exhibit A
EXIIIBIT B
CITY OF FORT WORTH
WORKERS' COMPENSATION INSURANCE BROKER AND CONSULTING SERVICES
RECORD QUALIFICATION QUESTIONNAIRE
The purpose of this Questionnaire is to assist in the initial stages of selecting a Broker of Record
for the City Excess Workers' Compensation Insurance program and related Broker consulting
services.All Ouestions shall be answered.
PART A.BROKER AGENCY QUALIFICATIONS
1 Name of Broker Agency lRoach Howard Smith&Barton,Inc.
Headquarters Address 8750 N. Central Expressway, Suite 500
City Dallas State Texas Zip Code 175231
Telephone (972)231-1300 or(817)332-1313 Fax 731-1368
2 Principal Owner(s)/Partners/Officers Tom Hu hston—CEO,John Losurdo- 1. Karen Bitzer-CIO,
Grady Allums-CFO,(Board of Directors—Tom Hughston, CEO,Bart Tuc«ei, SVP(Chairman),
David Kohl—SVP,Doug Jones—SVP,John Hall—Svp)
Other Principals: Brian Tucker VP, Courtney Woodruff—VP,David Cooper—EVP,
Denise Bump—AE,Drew Raetzman—VP,Julia Spracklen—VP, Spencer McClenahan—VP
3 C etc r mhar!,=o.ir;irri:i n ned 1945
o i -he company 66
5 Tata i i,ber of clients of the company 1,205 (total number of Commercial Clients Only)
6 Tota r:,:;ber of governmental entity clients of the company 21
7 Approximate total Excess WC premium volume for all clients $1,013,608
8 Approximate total Excess WC premium volume for all governmental entity clients $1,013,608
9 Approximate average size of all accounts 1$65,928
10 Approximate average size of all governmental entity accounts----T$4,134,035 $500,541
11 Approximate size of the largest account
12 Approximate size of the largest governmental entity account $3,106,408
13 Amount of Errors and Omissions Insurance you carry 1$10,000,000
14 Provide a brief description of the Broker/Agency/Company and it'squalifications:RHSB is an independent insurance broker
providing insurance solutions to companies,families,and individuals.Experienced Public Entity Service Team
15 List below your three(3)largest Texas governmental entity clients:
15.1 Name of Gov. Entity City of Waco
Address P.O.Box 2570
City Waco State I TX Zip Code 176702
Length of Relationship with this entity 15+Years
Contact Name Melissa Sullinger Phone 254-750-5746 1 Emaillmsullinger@wacotx.gov
15.2 Name of Gov.Entity Mansfield Independent School District
Address 605 E. Broad Street
City Mansfield State TX Zip Code 76063
Length of Relationship with this entity 9+years
Contact Name IShelley Taylor Phone 1817-299 -6330JEmaillshelleytaylor@misdmail.org
Items in Red are considered Proprietary and Confidential to RHSB
Professional Services Agreement—Exhibit B
15.3 Name of Gov.Entity Frisco Independent School District
Address 15515 Ohio Drive
City I State TX I Zip Code 175035
Lengrh of Relationsnip Yvith this entity 9+Years
Contact Name Tim Sanz Phone 69-633-6340 1 Email Isanzt@friscoisd.org
16 List below the three(3)most recent Texas governmental entity clients that did not renew their contracts for your
services or renew their insurance coverage through your agency.
16.1 Name of Gov. Entity City of Baytown—non-renewed in 2012.Contact person moved to city of Waco.
Address 2401 Market Street
City Ba� State I TX I Zip Code 177522
Length of Relationship with this entity 5 Years
Contact Name Colleen Martin Phone ?81-420-5846Email olleen.martina,ha%t,mn.or-,
'note contact as of 2012
16.2 Name of Gov,Entity La Joya Independent School District—Non-renewed in 2012.High claims
activity and lost to a local agent over more favorable pricing through RFP.
Address 310-C East Expressway 83
City I La Joya State TX I Zip Code 178560
Length of Relationship with this entity 5 ears
Contact Name Eli Rodriguez Phone 956-580-5000 Email .rodriguez2 a;lajo;aisd.net
'note contact as of 2012
16.3 Name of Gov.Entity Housing Authority of New Orleans
non-renewed in 2008.High turnover after Katrina.
Address 4100 Touro Street
City I New Orleans State I LA I Zip Code 170122
Length of Relationship with this entity 6 Years
Contact Name- Kim Variste Phone 504-670-3375 Email kvariste@hano.org
*note contact as of 2008
17 Does your agency anticipate any mergers,transfer of ownership,management Yes No
reorganization,or departure of key personnel within the next 12 months that shall
affect theagency's abilit to carry out its proposal?
18 Is your agency,affiliates and/or subsidiaries under any contract that possibly creates a Yes No
conflict of interest that would prohibit your agency from providing Broker services to the
City of Fort Worth?
19 Indicate the Texas Department of Insurance license number of the Broker/agency. 1360
20 Has anyone filed a complaint with the Texas Department of Insurance during the Yes No
past three 3)years about your firm?
21 If Yes,please explain below.
22 Is your firm audited by an outside independent auditor?
Yes,as.a part of parent corporation
No Please ex Iain below
Our firm uses an outside accounting firm but we do not have our financials audited.
If Yes,enclose a copy of most recent audit report with your proposal.
23 Has any insurance company ever withdrawn its authority to provide any coverage of your firm? Yes
24 Shall City of Fort Worth Account be serviced through a joint venture or partnership? Yes No
If Yes,provide the following information for each servicing firm.
Items in Red are considered Proprietary and Confidential to RHSB
Prnfec.cinnal Cervirec AvrPement—FYhihit R
24.1 Firm Name
Principal
Account Representative
Area of work to be performed
24.2 Firm Name
Principal
Account Representative
Area of work to be performed
24.3 Firm Name
Principal
Account Representative
Area of work to be performed
PART B. SERVICING OFFICE Q t A 1.11`1 CA 1 I[]ti S
25 The City of Fort Worth Account shall he serviced at the following office location:
Service Office Address 8750 North ntral Expressway Suite 500
City Dallas State Texas Zip Code 75231
Telephone (972)231-1300 Fax (972)231-1368
26 Date Service Office Founded/Opened 1945
27 Total number of employees at the service office location 50
28 Total number of clients of the service office location 1,205 (total number of Commercial Clients)
29 Total number of governmental entity clients of the service office location 21
30 Services Available In-House Staff Available through
Affiliate
30.1 Actuarial Services Lewis and Ellis
30.2 Bid Request Development Public Entity Service Team
30.3 Claims Audit Julia Spracklen,J.D.,VP of Risk
Services,Principal
Demond Blanton Claims Advocate
30.4 Insurance Placement Services Public Entiy Service Team
30.5 Occupational Safety/Accident Prevention Julia Spracklen,J.D.,VP of Risk Commercial Risk Services
and Workers' Compensation Loss Control Services,Principal
Services Demond Blanton,Claims Advocate
30.6 RMIS Succeed, Risk Management We can outsource a full
Software- See RHSB Overview RMIS system.
section for details on our Risk We also offer a fully
Management Center and Brochure outsourced Certificate of
regarding its features Insurance Program,ITS
(Insurance Tracking
Services)at additional cost
30.7 Training/CEUs Public Entity Service Team Commercial Risk Services
PART C.ACCOUNT EXECUTIVE'S QUALIFICATIONS
31 Name of Account Executive Courtney Woodruff
32 Total Number of Clients 59
33 Total Number of Governmental Entity Clients 21
34 Length of Time with Broker/Agency 10 Years with RHSB, 18 years' experience in Insurance
Professional Services Agreement—Exhibit B
35 Indicate the Texas Department of Insurance license number of the Account 1454468
Executive. Enclose a copy of license with proposal
I
36 Length of Career in Insurance/Risk Management 18 years
37 College Degree(s) Rncliclnrs-Financial Management
38 Professional/Associate Designations/Certifications: Certi'Wti ln, r,: : e CounScIor, Certified Risk Manager
Include a copy of all Designations/Certifications with proposal. Yes ® ❑
39 Has anyone filed a complaint with the Texas Department of Insurance during the past Yes No
three(3)years about the account executive?
40 If Yes,please explain below.
PART D. CONTACT PERSON
41 Provide the following information for you,designated person whom CITY shall call regarding your proposal and setting
dates for meetings.
Name of Contact 1 i ti'ixon
Address j i.i20 S. University Drive, Suite 1000
City tate Texas Zip Code 76107
Telephone (81 1)390-3519 Fax 1(817)390-35691 Email I anixon@rhsb.com
PART E.PROPOSAL REQUlRMENTS—Reference Section 10 of this RFP Proposal Component
Included?
42 Agreement and Acceptance—City of Fort Worth Standard Terms and Conditicns Yes No
(Reference Section 29.0 of this RFP)(Section 33.3)
44 Broker Qualifications Questionnaire—Attachment A Yes to
46 Conflict of Interest Questionnaire—Attachment C s ! to
48 M/WBE Information concerning the M/WBE(s)that shall participate in the contract to Yes f Jn
meet City required 10%M/WBE goal(Sec.25.0)(Section 26.0)
49 Financial Information-Most current year-end audited financial statement or Statement Yes No
of Financial Responsibility(Sec.26.7)(Section 34.7) tTnaudited
included
50 Organizational Infcrrafion Broker/Agency brochures,annual Yes No
reports,&cr herlment information(Sec.26.8)(Section 34.8) RHSB
Overview
51 Organization Chart of Servicing Office(Sec.26.9))(Section 34.9) Yes No
Professional Services Agreement—Exhibit B
52 Certificates of Insurance for the following coverages: Commercial General Liability; Ye9 No
Automobile Liability;Workers'Compensation and Employers'Liability;and Errors&
Omissions(Sec.26.10)(Sec. 34.10)
53 Insurance Licenses-Copy of Texas Department of Insurance license of the Broker/ Qe9s.Ali No
Agent and assigned Account Executive(Sec.26.11))(Sec.34.11) Service Team
54 Professional Certifications-Copies of all Professional I Associate Designations I Yes No
Certifications of assigned account executive(Sec.26.12))(Sec.34.12)
55 Resumes of all persons who shall provide services to City account(Sec.26.13) ) Yes No
(Sec.34.13)
PART F.ACKNOWLEDGMENTS Acknowledffed?
56 AU submissions relative to this RFP shall become the property of CITY and are non- is No
returnable.
57 Any and all costs associated with the preparation of any proposal in response to this Yes No
RFP shall be borne by BROKER/respondent.
58 All information submitted by BROKER/respondent shall be retained by CITY and is Yes No
subject to the Texas Public Information Act` I We have!narked roprictar) &cofifidentinl items on pages 28&29
59 This RFP and proposal submitted do not commit CITY to enter into a contractor provide Yes No
reimbursement of any costs associated with this overall selection process.
60 Final award of any contract is subject to CITY approval. Yes No
61 Does CITY have your permission to conduct an investigation of Broker es No
/Agency's financial condition,reputation,etc.?
62 BROKER/respondent acknowledgement of receipt of any Amendments to this RFP,if Yes No
applicable.
TO THE BEST OF MY KNOWLEDGE,THE ABOVE INFORMATION IS TRUE AND
CORRECT.
Signature of Authorized Repre entative/Date --
Allison Nixon.Assistant Vice President
Typed Name of Authorized Representative/Dke _
Roach Howard Smith&Barton. Inc.
Name of Broker/Agency/Company
Professional Services Agreement—Exhibit B
Y EXHIBIT C
FEES AND CHARGES SCHEDULE
This form is required. Failure to complete and return all schedules shall result in rejection of proposal.
ANNUAL FEE-NOT TO_
BROKER SERVICE PROVIDED FEE STRUCTURE CONTRACT YEAR EXCEED AMOUNT
$
Insurance Placement Services(Ref.6.1) Flat Fee Year1 $
Year 2 20 Opp
(Section 32.1) Other-Specify: Year
Year 420,000
Year 5 $ 20,000
Actuarial Services(Ref.6.2) Flat Fee Year 1 $.1O,5OO j
Other–S Specify: Year S 1(1,:)00 _
Milliman (Section 32.2) p fy' Year $10 :500
Year 51E1,S0o
Year 5 lo Soo
� S
Claims Auditing Services(Ref.6.3) Flat Fee Year 1 Included in Isro,�er Fee
r2 � Included in-_Eiro�,a,.-I�ee
(Section 32.3) Other-Specify: Year
v Ir,cluciea in Nrokt-iFee
Year $Included in Broker Fee
Year 5 $Inr_hided;n?!:nker Fee
Year l $•18,000 fila 500 hours
Occupational Safety I Accident Flat Fee Year $afi_,0E1(l f��i_ )E1 ho r
Prevention and Workers'Comp.Loss Other-Specify: Year2 $1.8,000-for48510 hours
Control Services(500 Hours)-(Ref.6.4) Hourly rate option of
Commercial Risk Services (Section 32.4) $110/hour rather than Year 4 $.moi 0 oI 59-allourS_.
yearly option of 500 hrs 1 Year 5 $48,000-for r00 hours
Other Broker Services(Ref.6.5) Flat Fee Year 1 $Included in Broker Fee
Year 2 $Included in Broker Fee
(Section 32.5) Other-Specify: Year 3 $Included in Broker Fee
Year 4 $Included in Broker Fee
Year 5 $Included in Broker Fee
Value Added Services–S Succeed Risk Management System NO CHARGE
Authorized Signature: =—T� �o --`��
Name of Authorizing Authority: -Allison Nixon
Professional Services Agreement–Exhibit C
EXIIIBIT D
CITY OF FORT WORTH
INSURANCE BROKER OF RECORD
LITIGATION DISCLOSURE
Failure to fully and truthfully disclose the information required by this Litigation Disclosure
form shall result in the disqualification of your proposal from consideration or termination of
the contract, once awarded.
1.Have you or any member of your Firm or Team to be assigned to this engagement ever been
indicated or convicted of a felony in the last five(5)years?
Circle One YES NO
2.Have you or any member of your Firm or Team been terminated(for cause or otherwise)from any work
being performed for the City of Fort Worth or any other Federal, State,or Local Government, or Private
Entity?
Circle One YES NO
3.Have you or any member of your Firm or Team been involved in any claim or litigation with the City of
Fort Worth or any other Federal, State or Local Government, or Private Entity during the last ten (10)
years?
Circle One YES NO
If you have answered"YES"to any of the above questions,please indicate the names(s) of the
person(s),the nature,and the status and/or outcome of the indictment,conviction,termination,
claim or litigation,as applicable. Any such information should be provided on a separate page,
attached to this form.and submitted with your proposal.
Professional Services Agreement—Exhibit D
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Roach Howard Smith&Barton
Legal Address: 8750 N. Central Expressway, Suite 500
Dallas,TX 75321
Services to be provided: Broker hereby agrees to acquire City Excess Works' Compensation
Insurance, and to provide related Broker consulting services for
Workers' compensation, occupational safety and accident
prevention/loss control.
Auditor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form.") hereby certifies that the following individuals
and/or positions have the authority to legally bind Broker and to execute any agreement, amendment or
change order on behalf of Broker. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Broker. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Broker. Broker will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Broker.
1. Name:Allison Nixon
Position:Assistant Vice President
Signature
2. Name: Bart Tucker
sitionP dent
Signature
3. Name:
Position:
Signature
Name: art Tucker
Signature of President/CEO
Other Title:
Date:
_10/13/17
Professional Services Agreement—Exhibit E
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA gyp` H
COUNCIL ACTION: Approved on 10/24/2017
REFERENCE 13P17-0384 WORKERS
DATE: 10/24/2017 NO.: P-12117 LOG NAME: COMP EXCS BROKER
SVCS DG HR
CODE: P TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Purchase Agreement with Roach Howard Smith & Barton, Inc., for Workers'
Compensation Excess Insurance Broker and Consulting Services for the Human
Resources Department in an Amount Up to $239,000.00 for an Initial Three-Year Term
(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize entering into a purchase Agreement with Roach
Howard Smith & Barton, Inc., for workers' compensation excess insurance broker and consulting
services, for the Human Resources Department in an annual amount up to $239,000.00 for the initial
three-year term; $78,000.00 for the first renewal year; $78,000.00 for the second renewal year.
DISCUSSION:
The Human Resources Department will use this Agreement to provide an Insurance Broker of Record
for the placement of Workers' Compensation Excess Insurance, for its self-insured and self-funded
Workers' Compensation Program and to provide related broker consulting services. The City of Fort
Worth is currently a self-insurer for its workers' compensation exposures.
BID ADVERTISEMENT- This bid was advertised in the Fort Worth Star-Telegram on June 14, 2017,
June 21, 2017, June 28, 2017, July 5, 2017 and July 12, 2017. Forty-Seven vendors were solicited
from the purchasing database system; two responses were received.
PRICE ANALYSIS -The unit price is 29 percent lower than the pricing on the previous annual
Agreement awarded September 18, 2012 (M&C C-25831). Staff reviewed the proposed pricing and
certified that the prices offered by the recommended vendors are fair and reasonable.
BID TABULATION - See attached bid tabulation.
M/WBE OFFICE- Roach Howard Smith & Barton is in compliance with the City's BDE Ordinance by
committing to a 10 percent MBE (AA) participation for the initial three year contract. The City's MBE
(AA) goal on this project is 10 percent.
AGREEMENT TERM - Upon City Council's approval, this Agreement shall commence on October 25,
2017 and shall expire on October 24, 2020.
RENEWAL OPTIONS-The Agreement may be renewed for up to two additional one-year terms by
mutual Agreement of the parties. This action does not require specific City Council approval provided
that the City Council has appropriated sufficient funds to satisfy the city's obligations during the
renewal term.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by
the City Manager in the amount up to $50,000.00 and does not require specific City Council approval
as long as sufficient funds have been appropriated.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=25259&councildate=10/24/2017 11/4/2017
M&C Review Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available within the existing appropriations of the
Human Resources Department for these expenditures and that prior to an expenditure being made,
the Human Resources Department has the responsibility to validate the availability of funds.
BQN\17-0384\DG
TO
Fund Department Account Project ProgramActivity Budget Reference# Amount
ID ID Year (Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Additional Information Contact: Cynthia B. Garcia (8525)Darian Gavin (2057)
ATTACHMENTS
Bid Tabulation RFP 17-0384 Workers Compensation Excess Broker of Record.pdf
City of Fort Worth Form 1295 Certificate 10-2-17.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=25259&councildate=10/24/2017 11/4/2017