HomeMy WebLinkAboutContract 43277 (2)CITY SECRE°PAin7) A 7 11
CONY
CT NCOPlg, ,=GT
CONSULTING AGREEMENT
i
This Consulting Agreement (this "Agreement") is made on this day of
, 2012, by and between Gallagher Benefit Services, Inc., a Delaware corporation
S"), and the City of Fort Worth, TX (the "City").
day of
The City wishes to enter into a consulting relationship with GBS with the terms and conditions set forth
in this Agreement, and GBS is willing to accept such a consulting relationship.
In consideration of and in reliance upon the previous paragraph and the terms and conditions contained in
this Agreement, the City and GBS agree as follows:
1. Engagement
The City engages GBS as an employee benefits consultant as stated in this Agreement and GBS
accepts this engagement. During the time that GBS is performing services for the City under this
Agreement, and for all purposes outlined in this document, GBS' status will be that of an independent
contractor of the City.
2. Tenn and Termination
The Effective Date of this Agreement is May 15, 2012. The term of GBS' engagement under this
Agreement (the "Consulting Period") will begin as of the Effective Date and will remain in effect for two
(2) years from the Effective Date. The Consulting Period may be extended for three (3) additional one-
year periods unless terminated by either party on each anniversary of the Effective Date by both parties
signing a written renewal to this Agreement. Either party may terminate this Agreement by giving the
other party at least thirty (30) days written notice of its intent to terminate. In the event such termination
is effective during the Consulting Period (including any renewed Consulting Period), the City shall be
responsible to GBS for any services performed prior to the date of termination.
3. Services
GBS will provide actuarial consulting services to the City and consult with its employees,
representatives, agents and contractors as to such matters as more fully described in Exhibit A attached to
this Agreement and incorporated herein. GBS will perform other services as the City and GBS mutually
agree in writing. Prior to commencement of work, GBS will provide an addendum to Exhibit A to
summarize the scope of requested services.
4. Compensation
Subject to any changes as may be mutually agreed by the parties GBS will receive, as
compensation for its services under this Agreement, an amount equal to $200 for each hour of consulting
services performed by GBS actuarial consultants with a total annual amount not to exceed $100,000.00.
Invoices will be prepared and expected to be paid in monthly installments. For additional information
regarding GBS compensation, please see the revenue disclosure policy and schedule set forth in Exhibit
B, attached to this Agreement and incorporated herein
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for
any payments due hereunder, City will notify GBS of such occurrence and this Agreement shall
06-06-1 2 PO4 : 5 1 IN
OFFICIAL RECORD,
CITY SECRETARY
FT. VII ,1 ` -` `'
terminate on the last day of the fiscal period for which appropriations were received without penalty or
expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon
foi which funds have been appropriated.
5. City Obligations and Responsibilities
To enable GBS to perform its obligations under this Agreement, the City shall at no charge to
GBS:
(a) Make available, as reasonably requested by GBS, timely management decisions,
complete and accurate documentation and information (including without limitations documentation and
information regarding Plan participants and/or beneficiaries) so that the Services contemplated by this
Agreement may be accomplished.
(b) Furnish written notification to GBS with complete and accurate copies of the current
Plan Documents, Summary Plan Descriptions, and Plan Amendments, as soon as reasonably possible.
(c) Exercise all discretionary authority and control over the management and disposition of
Plan assets to the exclusion of GBS. GBS shall not exercise any authority or control with respect to the
management or disposition of the assets of the Plan. GBS shall have no responsibility or liability with
respect to any funding of Plan Benefits.
(d) Perform any other administrative functions not expressly assumed by GBS hereunder.
6. Performance and Scope
(a) GBS Not a Fiduciary Under ERISA To the extent that one or more of the City's
employee benefit plans are subject to the Employee Retirement Income Security Act, as amended
(ERISA) and in spite of any other provision of this Agreement to the contrary, the parties agree and
acknowledge that:
(i) GBS services under this Agreement are not intended in any way to impose on GBS or
any of its affiliates a fiduciary status under the Employee Retirement Income Security Act of
1974, as amended ("ERISA"); and
(ii) this Agreement does not provide GBS, and the City will not cause or permit GBS to
assume, without prior written consent of GBS, any:
(A) discretionary authority or discretionary control respecting management of
any "employee benefit plan" within the meaning of Section 3(3) of ERISA (an `ERISA
Plan")
(B) authority or control respecting management or disposition of the assets of any
ERISA Plan, or
(C) discretionary authority or discretionary responsibility in the administration of
any ERISA Plan.
(b) Reliance. GBS may rely upon any written instructions or information relating to GBS's
performance of Services provided to GBS by the City or the City's designated representatives, and
reasonably believed by GBS to be genuine and authorized by Customer. In the performance of its duties,
GBS may rely upon, and will have no obligation to independently verify the accuracy, completeness, or
authenticity of, any written instructions or information provided to GBS by the City or its designated
representatives and reasonably believed by GBS to be genuine and authorized by the City. GBS shall
incur no liability resulting from GBS's reasonable reliance on such instructions or information.
(c) No Practice of Law. GBS will not be obligated to perform, and the City will not request
performance of any services which may constitute unauthorized practice of law. The City will be solely
responsible for obtaining any legal advice, review or opinion as may be necessary to ensure that its own
conduct and operations, including the engagement of GBS under the scope and terms as provided herein,
GBS TPA & Consulting Agreement conform in all respects with applicable State and Federal laws and
regulations (including ERISA, the Internal Revenue Code State and securities laws and implementing
regulations) and, to the extent that the City has foreign operations, any applicable foreign laws and
regulations.
(d) Conflict of Interest. GBS' engagement under this Agreement will not prevent it from
taking similar engagements with other clients who may be competitors of the City. GBS will,
nevertheless, exercise care and diligence to prevent any actions or conditions which could result in a
conflict with the City's best interest.
(e) Subcontractors. GBS may not cause another person or entity, as a subcontractor of GBS,
to provide some or all of the services required to be performed by GBS hereunder unless GBS first
receives City approval of such person or entity
(0
agrees that:
Acknowledgements. In connection with GBS' services under this Agreement, the City
(i) Any compensation of the types described above and disclosed to the City does not
constitute a conflict of interest and the City expressly waives any claims alleging any such
conflict of interest.
(ii) The final decision to choose any plan vendor has been made by the City in its sole and
absolute discretion.
(iii) The compensation payable to GBS is solely for the services set forth under this
Agreement, including Exhibit A. Any additional administrative claims representative or other
services (collectively `Additional Services") will be governed by the terms of a separate
agreement covering the Additional Services.
7. Confidentiality
(a) City Information. GBS recognizes that certain confidential information may be furnished
by the City to GBS in connection with its services pursuant to this Agreement ("Confidential
Information"). GBS agrees that it will disclose Confidential Information only to those who the City has
designated as having a need to know such information. Confidential Information will not include
information that (i) is in the possession of GBS prior to its receipt of such information from the City, or
(ii) is or can be independently acquired or developed by GBS without violating any of its obligations
under this Agreement However disclosure by GBS of any Confidential Information pursuant to the
terms of a valid and effective subpoena or older issued by a court of competent Jurisdiction, Judicial or
administrative agency or by a legislative body or committee will not constitute a violation of this
Agreement.
(b) Use of Names Public Announcements. No party will use the names, logos, trademarks
or other intellectual property of the other party without its pi for written consent. Except as may be
required by law no party will issue any press releases or make any public announcements of any kind
regarding the relationship between the parties without the other parry's prior consent.
8. Indemnification
In performing its obligations under this Agreement, GBS neither insures nor underwrites the
liability of the City's Plan. GBS shall have no duty or obligation to defend against any legal action or
proceeding brought to recover a claim for Plan benefits on any causes of actions for expenses or liabilities
incident to the Plan. GBS shall, however, make available to the City and its counsel, such evidence
relevant or related to such action or proceeding as GBS may have as a result of its services on behalf of
the City. GBS shall promptly notify in writing the City or its designated legal counsel of any legal
actions that involve the Plan or the City.
9. GBS Limitation of Liability
LIMITATION OF LIABILITY: Notwithstanding anything contained herein to the
contrary even if advised of the possibility of loss liability, damage or expense GBS shall not be
liable for any indirect damages, including any lost profits, data, business, goodwill, anticipated
savings, opportunity on use or other incidental or consequential damages. Furthen7nore:
i. GBS shall not be responsible for damages caused by acts of the City's
employees, representatives, agents, subcontractors, vendors, or suppliers.
11. The City hereby expressly acknowledges and agrees that in view of the
amount of the fees paid or to be paid hereunder, the limitations of liability in
this Section 9 are in all respects fair and reasonable and reflect a duly
considered allocation of risk between the Parties
111. Notwithstanding the foregoing, this Section 9 shall not limit any liability for
the personal injury to or death of any individual on physical property
damage directly caused by CBS or beyond the extent to which the limitation
would be prohibited by applicable law.
10. Notices
Any notices requests and other communications pursuant to this Agreement will be in writing
and will be deemed to have been duly given, if delivered in person or by courier, telegraphed, or by
facsimile transmission (provided that the sender received electronic confirmation of receipt by recipient)
or sent by express, registered or certified mail, postage prepaid, addressed as follows:
If to the City:
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76103
Attention: Lena Ellis
(Fax: 817-392-8966)
If to GBS:
Gallagher Benefit Services, Inc.
3600 American Boulevard West, Suite 500
Bloomington, MN 55431
Attention: Doug Anderson
(Fax: 866-743-53 13)
Either party may, by written notice to the other, change the address to which notices to such party are to
be delivered or mailed.
11. Miscellaneous
(a) Severabilitv The various provisions and subprovisions of this Agreement are severable
and if any provision or subprovision or part thereof is held to be unenforceable by any court of competent
jurisdiction, then such enforceability will not affect the validity or enforceability of the remaining
provisions of subprovisions or parts thereof in this Agreement.
(b) Entire Agreement Amendment. This Agreement including all exhibits hereto,
constitutes the entire agreement between the parties and supersedes all prior agreements and
understandings, whether oral or written, between the parties regarding the subject matter hereof. This
Agreement may be modified or amended only by a written instrument executed by both parties.
(c) Governina Law Rule of Construction. This Agreement will be construed, interpreted
and enforced in accordance with the laws of the State of Texas without giving effect to the choice of law
principles thereof or any canon custom or rule of law requiring construction against the drafter.
(d) Successors. This Agreement shall be binding upon and shall inure to the benefit of all
assigns, transferees and successors in the interest of the parties hereto.
(e) Counterparts. This Agreement may be executed by the parties in several counterparts,
each of which shall be deemed to be an original copy.
(t)
Agreement.
Survival of Provisions. Sections 5, 6, 7, 8 and 9 will survive the termination of this
[The remainder of this page intentionally left blank. The parties' signatures appear on the
following page.]
IN WITNESS WHEREOF, the parties hereto have caused this Consulting Agreement to be duly executed
on the date first written above.
City of Fort Worth, TX
GALLAGHER BENEFIT SERVICES, INC.
By: � � � By:
Nafrte: S an Alanis Name:
Title: sistant City Manager Title:
APPROVED AS TO FORM AND LEGALITY:
Assistant Ci ' Attorney
Attested by:
City secretary
M4t P- 113 83
Contract Authorization
Date
aAtv°4°.* C0130V44*
t 0 00° °
P�o0
o a 4 40
%, °40
0 OS
pad
0 0 n it Pi
0 0
0 141)0 04 at
4 00 0 ,ce
4 tii4S4 -Cra
a'�11�Q v'a4
PAI AACIgeras
Area VP, A C4 Mgt a AVIV iftes 4 Son, SW)
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Subject to any changes and additions as may be mutually agreed by the parties in writing, GBS will, upon
written i equest, provide the following services for the City of Fort Worth:
ACTUARIAL CONSULTING SERVICES RELATED TO THE EMPLOYEES' RETIREMENT FUND
(the ` Plan") OF THE CITY OF FORT WORTH, INCLUDING BUT NOT LIMITED TO
o Services requested to determine the actuarial cost impact of plan provision changes,
including:
o Participant benefit changes
o Participant conti ibution rate changes, and
o City contribution rate changes
o Services requested to determine the actuarial cost impact of known or expected
demographic or economic changes, including:
o budgeted salary changes
o budgeted reductions or increases in employee positions
o Actuarial review of results prepared by the Fund's actuary.
o Attendance and presentations, as requested, to the City Council, the Audit & Finance
Committee, the Budget Committee, the Employee Retirement Fund, or any other group
identified by the City.
DATE:
CODE:
SUBJECT:
IL
COUNCIL ACTION: Approved on 5/15/2012
Official site of the City of Fort Worth Texas
FORT %%TORT!'
5/15/2012 REFERENCE NO.: **P-11383 LOG NAME: 13PGALLAGHER MJ
P TYPE• CONSENT PUBLIC NO
HEARING:
Authorize Execution of an Agreement with Gallagher Benefit Services, Inc., for Actuarial
and Consulting Services in an Amount Up to $100,000.00 Annually (ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an Agreement with
Gallagher Benefit Services, Inc., for actuanal and consulting services on a fee for service basis in an
amount up to $100,000.00 annually.
DISCUSSION:
Section XIII of the City's Financial Management Policy Statements for Fiscal Year 2012 requires the
City Council to obtain the services of an independent actuary for purposes relating to the Employees'
Retirement Fund pension benefits.
This Agreement with Gallagher Benefits Services (GBS) will provide actuarial consulting services
related to the Employee's Retirement Fund of the City of Fort Worth. Services will be requested to
determine the actuarial cost of plan provision changes, the actuarial cost impact of known or
expected demographic or economic changes and a review of results of the Fund's actuary. GBS may
perform other services as the City and GBS mutually agree in writing.
The expected total cost of services in Fiscal Year 2012 is anticipated to be approximately
$100,000.00. There is no guaranteed amount for this contract since services are billed on what is
actually required, however Staff anticipates spending the same amount each year the Agreement is
in effect.
TERM AND RENEWAL — The initial term of this Agreement will be for two years beginning May 15,
2012. At the City s option, this Agreement may be renewed for three additional one year periods
unless terminated by either party. Renewal of the Agreement will not require additional specific City
Council approval as long as the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the
Purchasing Division and approved by the M/WBE Office because the purchase of goods or services
is from sources where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the General Fund.
BQN\13GALL\MJ
TO Fund/Account/Centers FROM Fund/Account/Centers
http://apps.cfwnet.org/council_packet/mc review.asp?ID=16487&councildate=5/15/2012 5/25/2012
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
GG01 539120 0131010 $100.000.00
Susan Alanis (8180)
Lena Ellis (8517)
Jack Dale (8357)
Marilyn Jackson (2059)
http://apps.cfwnet.org/council packet/mc_review.asp?ID=16487&councildate=5/15/2012
5/25/2012