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HomeMy WebLinkAboutContract 41160 (2)CITY SECRETARY CONTRACTNO. � I I to O PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and HUB INTERNATIONAL RIGG ("Consultant"), a Texas Corporation, acting by and through William Meadows, its duly authorized Chairman. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional services for the purpose of procuring insurance, and providing consulting and actuarial services pertaining to insurance -related matters. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon October 1, 2010, ("Effective Date") and shall expire on September 30, 2013, unless terminated earlier in accordance with the provisions of this Agreement. The City retains the option to renew for two additional one-year terms. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $132,000.00 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice The City or Consultant 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 the City in any fiscal period for any payments due hereunder, City will notify Consultant 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. • Page 1 of 12 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4.3 Duties and Obhgations of the Parties In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information m a secure manner and shall not allow unauthorized users to access modify, delete or otherwise corrupt City Information in any way Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the nght to examine at reasonable times any directly pertinent books, documents papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during nounal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph City shall give subcontractor reasonable notice of intended audits 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein and not as agent representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement Consultant 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, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat supei for shall not Page 2of12 apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors Consultant further agrees that nothing herein shall be construed as the creation of a partnership or Joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT 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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the 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 Page 3 of 12 (b) Automobile Liability $1,000,000 $250,000 $500,000 $100,000 Each accident on a combined single limit basis or Bodily injury per person Bodily injury per person per occurrence Property damage Coverage shall be on any vehicle used by the Consultant, 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 (c) Worker's Compensation Statutory limits Employer s liability $500,000 Each accident/occurrence $500,000 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 — 1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for Employers' Liability of $500,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $500,000 per disease per employee (d) Professional Liability (Errors & Omissions) $5,000,000 Each Claim Limit $5,000,000 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 the City to evidence coverage. 10.2 Certificates Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers officials, agent, and volunteers in respect to the contracted services. Workers' Compensation and Employers' Liability policy will provide a waiver of subrogation in favor of the City. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant s insurance Page 4 of 12 policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations Consultant shall immediately desist from and correct the violation 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant'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-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the 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 The CITY: City of Fort Worth Attn Risk Management 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile* (817) 392-5874 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Hub International Rigg Attn. Scott Miller 777 Main Street, Suite C-50 Fort Worth TX 76102 Facsimile. (817)870-0310 Neither the City nor Consultant 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 contractor, 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. Page 5of12 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant 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 the City's or Consultant'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 internal laws of the State of Texas If any action, whether real or asserted, at law or in equity, is brought on the basis of 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 The City and Consultant 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 (force majeure), 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 and shall not be deemed a part 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 hereto. 22. AMENDMENTS / MODIFICATIONS / EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. Page6of12 23. ENTIRETY OF AGREEMENT. This Agreement including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest as to the matters contained herein. Any prior or contemporaneous oral or wntten agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS] Page 7ofl2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement multiples thisaetit day of33erUO.yy01p". , 2010. CITY OF FORT WORTH: Karen L. Montgomer Assistant City Manager Date: ATT T: By: ///i>3//04 City Secretary Adtimili ie .07 47 0 oat oti Oho 0 34)11 ®c7 �'o a P � QAd © nob_elaiAtes,,tcs-9 APPROVED AS TO FORM AND LEGALITY: Assistant ity Attorney CONTRACT AUTHORIZATION: M&C: C-24508 Date Approved: October 5, 2010 Page 8 of 12 HUB INTERNATIONAT, RIGG: By: ame: William Meadows Title: Chairman Date: ATTEST: 'i • ' /0 OFFICIAL RECORD CITY SECRETARY FT. WORTh, TX Scope of Services EXHIBIT "A" I. PROCUREMENT AND PLACEMENT OF INSURANCE COVERAGE Ninety days prior to the .December 1st renewal date, the BROKER shall collaborate with the City's Risk Manager to develop bid requests to secure property, casualty and boiler and machinery insurance for the CITY's insurable risks. BROKER shall make available to the CITY, all resources at its disposal to properly collect, organize and review all data placed into the bid request. BROKER shall market the CITY's account to qualified property and casualty and boiler and machinery insurers. Marketing shall include, but not be limited to the development of insurance specifications and underwriting criteria, and assistance in developing Requests For Quotes. In addition, the BROKER will canvass insurance markets, review policies negotiate premiums on behalf of the CITY, and provide 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. BROKER shall represent the CITY in all phases of the renewal process. Direct negotiations with underwriters and the insurance company will take place with the direction of the CITY. Placement of any program of insurance will be conducted as a bid directly to the insurance market underwriters. BROKER shall review bids and assist the CITY in the selection thereof. It is clearly understood that any resulting product from the Broker of Record Contract cannot be accepted nor bound until approved by the CITY's Mayor and City Council. All procurement of insurance shall be conducted in accordance with the Texas Local Government Code and all applicable law. II CONSULTANT SERVICES BROKER shall act in an advisory and consulting role to the CITY for the duration of the BROKER's contract to ensure that the insurance program accepted by the CITY continues to work smoothly and effectively, without lapse in coverage. BROKER may also be required to assist the CH Y in evaluating proposals from potential contractors for various existing and/or newly developed programs. Consulting service shall include but is not limited to, identifying markets for specialty insurance for vendors or contractors doing business with the CITY reviewing contractual/lease provisions; assessing financial strength of insurance companies, risk retention and purchasing groups, captive insurers and other non-traditional insurance mechanisms. The BROKER will provide advice regarding loss settlement negotiation with primary or excess insurers if needed When requested, the BROKER will attend meetings with CITY staff or the City Council. Additionally, the BROKER will provide assistance to the Risk Manager in developing specifications and underwriting data respond to requests for information by the Risk Manager review proposed legislation, provide claim review assistance as needed, answer loss control questions, and review actuarial reports. III. ACTUARIAL SERVICES BROKER shall arrange for and coordinate the collection of data for Actuanal Services on an annual basis Actuarial studies shall commence during the month of October and final reports shall be provided to the CITY's Risk Manager no later than December 15 each year Page 9ofl2 IV. RISK MANAGEMENT PROGRAM AUDIT SERVICES BROKER shall arrange for and coordinate an Audit of the CITY's Risk Management program on an every other year basis. These services shall include but not be limited to evaluation of services provided by the Risk Management Division, effectiveness of processes, analysis of activities for specific job functions and review of Division procedure manual. The purpose of the review is to measure success and identify areas for improvement. Final reports resulting from these audits shall be provided to the CITY's Risk Manager by March 31 of each year. IV. PROPERTY APPRAISAL SERVICES BROKER shall arrange for and coordinate the appraisal of various City -owned and insured buildings, as requested by the City's Risk Manager. These services may include physical inspection, modeling and reporting. The purpose of these appraisals is to provide supportable valuations of current replacement cost of insured buildings/structures. BROKER shall provide approximately 50 hours of these services annually. V. LOSS PREVENTION/SAFETY AUDIT SERVICES BROKER shall arrange for Loss Prevention and Safety Audit Services. These services shall include safety program evaluations, evaluation of high -risk activities, job site inspections, ergonomic studies and Job Safety/Hazard Analysis on specific worker activities. BROKER shall provide approximately 150 hours of these services, as requested by the CITY's Risk Manager. Page 10of12 EXHIBIT "B" CITY agrees to pay the BROKER as follows: A. Basic Services 1. For the performance of all services described in Section 1.0 and Exhibit "A," the BROKER shall receive compensation on a fixed fee basis. Payment to the BROKER for the services shall not exceed the maximum AGREEMENT amount during the initial term. 2. No Payment shall be made except in conformance with Subsection B below. B. Method of Payment 1. Payments to BROKER for the perfoiifiance of professional services shall be made in quarterly installments of $11,000.00, payable on the first day of each CITY fiscal quarter. 2. Payments for Additional Services or for extra work required and approved by the CITY, as described in Section 3 0 of this AGREEMENT, shall be made monthly as the work is performed and billed. 3. Payment of invoices is due no later than thirty (30) days after receipt of billing by CITY with appropriate documentation If there are disputed items and/or amounts on any invoice, or items lacking appropriate documentation, the balance of such invoice, after deducting any such items, shall be paid in full, and the disputed items and amounts shall be presented to BROKER for resolution as soon as such disputed items have been determined by the CITY. If payment of the amounts due, or any portion thereof, is not made as prescribed above, interest on the unpaid balance the time said overdue payments are made shall accrue at the rate of ten percent (10%) per annum. Notwithstanding the above, nothing in this AGREEMENT shall be construed to charge interest greater than the amount allowed by Texas law. Payments due after a disputed amount is resolved shall be paid no later than thirty (30) days after such resolution. No interest shall be payable on retainage amounts. 4. Payments shall be delivered to: Hub International Rigg 777 Main Street, Suite C-50 Fort Worth, TX 76102 Page 11 of 12 5. The CITY may withhold, amend, or nullify any request for payment by the BROKER under conditions described below: 6. The CITY'S obligation is payable only and solely from funds appropriated and available for the purpose of this AGREEMENT Lack of appropriated funds shall render this AGREEMENT null and void to the extent funds are not appropriated and available. Should the City and Broker agree to extend this agreement for services past October 1st 2013, the fee for such services shall be $44,000.00 per year for each of the optional renewal periods. Page 12 of 12 1 V/ b V/ Lr V J. V 1.TJ.JT 11V1 DATE• CODE: SUBJECT: 10/5/2010 C Official site of the City of Fort Worth, Texas FORT WORTH COUNCIL ACTION: Approved on 10/5/2010 LOG NAME: 13INSBOR2010 TYPE: CONSENT PUBLIC NO HEARING• Authorize the City Manager to Execute a Broker of Record Agreement with Hub International Rigg to Procure Property, Boiler and Machinery, Environmental and Other Lines of Insurance, as Well as Provide Consulting and Actuarial Services Pertaining to Insurance -Related Matters for a Fee of $132,000.00 RECOMMENDATION• REFERENCE NO.: **C-24508 It is recommended that the City Council: 1. Authorize the City Manager to execute a Broker of Record Agreement with Hub International Rigg to procure property, boiler and machinery environmental and other lines of insurance, as well as provide consulting and actuarial services pertaining to insurance -related matters for a fee of $132,000.00; and 2 Authorize the Broker of Record Agreement with Hub International Rigg to begin October 1, 2010 and expire September 30, 2013, with options to renew for two additional one-year periods at an annual fee of $44,000.00. DISCUSSION• This action will designate Hub International Rigg as the City's broker to provide consulting and brokerage services associated with the placement and administration of all property insurance, boiler and machinery, environmental liability insurance and other casualty insurance as needed. In addition, the Broker of Record will arrange and coordinate actuarial services for general, auto, law enforcement and employment practices liability claims. The Broker of Record will also arrange and coordinate property appraisal services, loss control services and a periodic audit of the City's Risk Management program. In response to a Request for Proposal (RFP), five firms submitted proposals. A selection committee comprised of Risk Management Law and HR staff members evaluated the proposals and recommend the proposal from Hub International Rigg as being the most advantageous to the City. The term of the agreement is three years for a total fee of $132 000.00, paid by the City at an annual fee of $44 000.00. M/WBE — Hub International Rigg is in compliance with the City's M/WBE Ordinance by committing to 55 percent M/WBE participation on this contract. The City's M/WBE goal on this contract is 11 percent. RENEWAL OPTIONS — This agreement may be renewed for up to two successive one-year terms at the City's option 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 FISCAL INFORMATION/CERTIFICATION• The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Risk Management Fund. TO Fund/Account/Centers FROM Fund/Account/Centers FE71 539120 0137130 $441000.00 Page 1 of 2 Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Karen Montgomery (6222) Lena Ellis (8517) Nancy McKenzie (7744) Page 2 of 2