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HomeMy WebLinkAboutContract 43849 (2)v9'a Y SECRETARTY,�,�art+��a���c�.�jS1{`1 PROFESSIONAL SERVICES AGREEMENT INSURANCE BROKER AND CONSULTING SERVICES STATE OF TEXAS COUNTY OF TARRANT This Professional Services Agreement ("Contract") is made and entered into by and between the CITY OF FORT WORTH, TEXAS, a home -rule municipal corporation of the State of Texas ("CITY"), acting by and through its duly authorized Assistant City Manager, and MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC. a Texas corporation ("BROKER"), acting by and through its duly authorized Executive Vice President. CITY and BROKER may be referred to herein individually as a "party" and collectively as the "parties." In consideration of the mutual covenants and provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree, and by the execution hereof are bound, to the mutual obligations herein contained and to the performance of the tasks hereinafter described. 1 SCOPE OF SERVICES BROKER agrees to provide the following services: 1.1 INSURANCE PLACEMENT SERVICES 1.1.1 Development of Bid Requests. BROKER shall work closely with CITY to develop bid requests to secure excess workers' compensation insurance for the C!TY's insurable risks. The objective is to place excess insurance programs over CITY's workers' compensation 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. 1.1.2 Marketing Bid Requests. BROKER shall actively market CITY account to qualified excess workers' compensation and liability insurance companies. Marketing shall include, but not be limited to, assisting in the development of insurance specifications and underwriting criteria, assisting in developing Requests for Quotes 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. 1.1.3 Bids for Excess Workers' Compensation Insurance. BROKER shall represent CITY in all phases of obtaining excess workers' compensation insurance. Direct negotiations with the insurance company will take place with the direction of CITY. Placement of any program of insurance will be conducted as a bid request directly to insurance market underwriters. BROKER shall review bids and assist CITY in the selection thAreof. 1.1.4 Administration: BROKER shall (i) eview and analyze policies for accuracy of coverage; (ii) advise CITY regarding all aspects of Holicy interpretation; (iii) provide confirmation of evidence of insurance (binders, cover notes) cr the status of a placement prior to the renewal date; (iv) timely issue certificates of insurance; (v, arrange periodic meetings with CITY staff to discuss pertinent topics; (vi) attend meetings with (ITY Staff or Fort Worth City Council as requested; (vii) provide notice of claim on behalf of CITY t ) the excess carrier in accordance with the notification provisions of the policy; (viii) provide claims : atus reports to CITY u.on reasonable request; (ix) provide loss 1 1-07-'1 2 All: 01 IN OFFICIAL RECORD CITY SECRETARY FT. WORTHS TX runs to CITY upon request; and (x) serve in a consulting capacity to CITY on any loss settlement negotiation with the excess insurer if needed. 1.1.5 Advisory Role. 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 efficiently, effectively and in the best interests of the CITY. 1.1.6 Approval of Insurance. BROKER acknowledges and agrees that a proposed insurance product may be bound subject approval by the Fort Worth City Council. 1.1.7 Compliance with Law. All procurement of insurance shall be conducted in accordance with the Texas Local Government Code and other applicable law. 1.2 ACTUARIAL SERVICES 1.2.1 BROKER shall arrange for, coordinate and cause to be performed an annual actuarial study on the CITY s Workers' Compensation Claim Fund and shall coordinate the collection of data for actuarial services 1.2.2 The actuarial study shall commence during the month of October, and a final actuarial report shall be provided to the CITY's Human Resources Manager, Occupational Health and Safety / Workers' Compensation Division no later than December 31 of the same year. 1.2.3 BROKER shall review actuarial reports advise CITY regarding interpretation of actuarial reports and make recommendations for program modifications. 1.2.4. Costs of actuarial studies shall be paid by CITY in accordance with Section 4. 1.3 WORKERS' COMPENSATION CLAIMS AUDIT SERVICES 1.3.1 BROKER shall arrange for, coordinate and cause to be performed annual claims audits of the following aspects of the CITY's workers compensation program (to the extent such aspects exist) (i) Workers' Compensation Third Party Claims Administrator, (ii) Workers' Compensation Medical Cost Containment Contractor/Subcontractor, and (iii) Workers' Compensation Healthcare Network Administrator 1.3.2 The claims audit shall commence during the month of October and a final audit report shall be provided to the CITY s Human Resources Manager, Occupational Health and Safety / Workers' Compensation Division no later than December 31 of the same year. 1.3.3 Costs of audits shall be paid by CITY in accordance with Section 4, 1.4 OCCUPATIONAL HEALTH & SAFETY ACCIDENT PREVENTION AND WORKERS' COMPENSATION LOSS CONTROL SERVICES 1.4.1 BROKER shall serve in a consulting capacity to CITY on Occupational Health & Safety / Workers' Compensation related issues and projects as CITY may request. 1 4 2 Such loss control consulting services shall include but not be limited to• reviewing new laws and regulations; assisting in reviewing claims as needed; answering loss control questions; evaluating high -risk activities; providing safety engineering services; conducting safety program evaluations and performing job safety/hazard analyses on specific work activities. 1.4.2 Two Hundred and Fifty (250) hours per Contract Year of these services are included for the Base Fee provided under Section 4 of this Contract. Additional loss control services shall be billed to CITY at an hourly rate as detailed in Section 4. For purposes of this Contract, Contract Year" refers to a twelve-month period commencing on December 1 and concluding on November 30 of the immediately following calendar year. 1.5 OTHER BROKER SERVICES Professional Services Agreement — McGriff, Seibels & Williams of Texas, Inc. Page 2 of 12 1.5.1 BROKER shall assist CITY in preparing requests for proposals and evaluating proposals from potential contractors for programs such as the workers' compensation third party claims administrator, medical cost containment, workers compensation healthcare networks, and/or other Occupational Health & Safety / Workers' Compensation programs of the CITY. 1 5 2 BROKER may propose additional services for consideration by the CITY or as requested by the CITY. 2 TERM AND RENEWAL 2.1.1 This Contract shall be effective for a period of three (3) years beginning December 1, 2012 and ending November 30, 2015 (the "Initial Term'), unless terminated earlier in accordance with Section 13. 2.1.2 This Contract may be renewed for two (2) additional one (1) year periods (each a "Renewal Term") under the same terms and conditions by written mutual agreement of the parties. Should the parties agree to renew this Contract, the parties shall execute an agreement in writing establishing such mutual assent and the renewed and extended term. 3 LICENSES AND CERTIFICATIONS 3.111 BROKER warrants and certifies that BROKER and any other person designated to provide services hereunder has the requisite training, license and/or certification to provide said service. 4 PAYMENT FOR SERVICES 4.1 As full and complete compensation for all insurance placement services actuarial services, claims auditing services and up to 250 hours of loss control services, CITY shall BROKER a Base Fee of Forty Thousand Dollars and No Cents ($40,000.00) per Contract Year. The allocation of the Base Fee among these categories of services is detailed in the schedule in Attachment A. 4.2 Invoices for insurance placement services, actuarial services, and claims auditing services shall be provided to the CITY on completion and delivery of the service. 4.3 Invoices for Occupation Health & Safety, Accident Prevention and Workers' Compensation Loss Control Services shall be provided to the CITY on or before the tenth day of each month and shall include the following information for each service provided during the preceding month: (i) a brief descnption of each service; (ii) the name and title of the individual who provided the service; (iii) the date on which service was provided; (iv) the amount of time spent providing each service calculated and billed in quarter-hour increments; (v) the total number of service hours (calculated to the quarter hour) that were provided during the month; and (vi) the cumulative total of service hours (calculated to the quarter hour) that have been provided to the City during that Contract Year. The first two hundred and fifty (250) hours of loss control services per Contract Year shall be provided as part of the services associated with the Base Fee. If the total amount of loss control services exceeds 250 hours in a Contract Year, the City shall pay Broker for additional service at a rate of Ninety Dollars and No Cents ($90.00) per hour with service to be calculated and billed in quarter-hour increments. 4.4 All invoices shall be sent to Human Resources Manager - Workers' Compensation Program, 1000 Throckmorton Street, Fort Worth, Texas 76102 Invoices are due and payable within 30 days of receipt 4.5 If CITY requires additional reasonable information related to any requested payment, CITY shall request the same promptly after receiving an invoice, and BROKER shall provide such additional reasonable information to the extent the same is available. All invoices and documentation shall be subject to CITY s approval. All services shall be performed to CITY's satisfaction, and CITY Professional Services Agreement — McGriff, Seibels & Williams of Texas, Inc. Page 3 of 12 shall not be liable for any payment under this Contract for services which are unsatisfactory or which CITY has not approved. 4.6 CITY shall not be obligated or liable under this Contract to any party other than BROKER for payment of any monies or provision of any goods or services. 4.7 Notwithstanding anything to the contrary herein, the CITY shall not be liable to BROKER for payment of fees or any other compensation hereunder in an aggregate amount greater than Sixty - Two Thousand Five Hundred Dollars and No Cents ($62,500.00) per Contract Year during the Initial Term and any Renewal Term. 5 AMENDMENT 5.1 Except as otherwise provided in subsection 5.2, no amendment to this Contract shall be binding on the parties unless such amendment be in writing, executed by both CITY and BROKER. 5.2 It is understood and agreed by the parties hereto that changes in applicable local, state and federal rules, regulations or laws may occur during the term of this Contract and that any such changes, unless either party objects in writing, shall be automatically incorporated into this Contract without written amendment hereto, and shall become a part hereof as of the effective date of the rule, regulation or law. 6 CONFIDENTIALITY 6.1 No reports, information, project evaluation, project designs data or any other documentation developed by given to, prepared by, or assembled by BROKER under this Contract shall be disclosed or made available to any individual or organization by BROKER without the express prior written approval of CITY In the event BROKER receives any such request, BROKER shall forward such request to CITY immediately. 6.2 BROKER shall establish a method to secure the confidentiality of records and information that BROKER may have access to in accordance with the applicable federal, state, and local laws, rules and regulations. If unauthorized disclosure of or access to confidential information has occurred, or if BROKER reasonably believes unauthorized disclosure of or access to confidential information has occurred, BROKER shall immediately notify the City in writing of such disclosure. This provision shall not be construed as limiting CITY's right of access to records or other information under this Contract. 7 OWNERSHIP OF DOCUMENTS 7.1 All reports, information and other data provided by, prepared or assembled by or on behalf of BROKER under this Contract in whatsoever form or character produced shall become the sole property of CITY without restriction on future use. 7.2 On termination or expiration of this Contract, all such reports, information and data shall be delivered to CITY at BROKER's sole cost and expense. 7.3 No such report, information or data shall be the subject of any copyright or proprietary claim by BROKER. 8 SUBCONTRACTING 8.1 BROKER shall not sub -contract any services under this Contract without the express consent of CITY. With the CITY's written consent, BROKER may engage a subcontractor to perform services provided however t hat such subcontracting shall be by written agreement o nly, and unless specific waiver is granted in writing by CITY, such subcontractor agreement shall include language by which subcontractor agrees to be subject to each and every provision of this Contract. Professional Services Agreement — McGriff, Seibels & Williams of Texas, Inc Page 4 of 12 Compliance by a subcontractor with the provisions of said agreement shall be the responsibility of BROKER. 8.2 CITY shall in no event be obligated to any third party, including any subcontractor of contractor, for performance of services or payment of fees. 8.3 BROKER will subcontract a portion of account services to its minority partner, The Jenkins Agency, for ten percent (10%) of BROKER's annual fee 8.4 In accordance with the Fort Worth City Code, the CITY has goals for business diversity in CITY Contracts. BROKER acknowledges the diversity goal established for this Contract and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by BROKER may result in the termination of this agreement and debarment from participating in CITY Contracts for a period of time of not less than three (3) years 9 INSURANCE 9.1 Prior to the commencement of any work by BROKER under this Contract, BROKER shall furnish one or more original completed Certificate of Insurance forms to CITY's Risk Management Division and Office of the City Secretary evidencing insurance coverage in the types and amounts required under this Section 9. Each certificate shall be completed by an agent authorized to bind the named underwriter and their company to the coverage, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced and indicated thereon. Each original form must have the agent's original signature; include the signer's company affiliation, title and phone number; and be mailed directly from the agent to CITY. CITY shall have no duty to pay or perform under this Contract until such certificate or form is delivered to the Risk Management Division and the Office of the City Secretary, and no officer or employee shall have authority to waive this requirement. 9.2 CITY reserves the right to review the insurance requirements of this section during the Initial Term and any Renewal Term and to modify insurance coverage and their limits when deemed necessary and prudent by CITY's Risk Manager based upon changes in statutory law, court decisions, or circumstances surrounding the Contract, provided however that in no instance will CITY allow modification whereupon the CITY may incur increased risk. 9.3 BROKER's financial integrity is of interest to CITY, therefore, subject to BROKER's right to maintain reasonable deductibles in such amounts as are approved by CITY, BROKER shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at BROKER's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and rated A- or better by A.M. Best Company and/or otherwise acceptable to CITY, in the following types and amounts: TYPE OF COVERAGE 9.3.1 Workers' Compensation Employers' Liability 9.3.2 Commercial General Liability Insurance to include the following coverages: a. Premises/Operations b. Independent Contractors c. Products/completed operations AMOUNT AND LIMITS OF COVERAGE Per Statutory Requirements $500,000 per accident / $500,000 per occurrence/ $500,000 aggregate Combined Single Limit for Bodily Injury and Property Damage of $1,000,000.00 per occurrence (or its equivalent) with a $2,000,000.00 annual aggregate limit. Professional Services Agreement — McGriff, Seibels & Williams of Texa 3, Inc Page 5 of 12 d. Personal Injury e. Contractual Liability 9.3.3 Business Automobile Liability to include coverage for: a. Owned/Leased vehicles b. Non -Owned vehicles c. Hired Vehicles 9.3.4 Commercial Umbrella Combined Single Limit for Bodily Injury and Property Damage of $1,000 000 00 per occurrence with a $2,000,000.00 annual aggregate limit. $1,000,000.00 per -occurrence limit with a $1,000,000.00 annual aggregate limit. 9.3.5 Insurance Agents and Broker's Errors and $5,000,000.00 per claim; $5,000,000.00 Omissions Insurance annual aggregate (claims made form) 9.4 The CITY shall be entitled on request and without expense to receive copies of the policies and all endorsements thereto as they apply to the limits required by the CITY. The CITY and may make a reasonable request for deletion, revision, or modification of particular policy terms, conditions limitations or exclusions (except where policy provisions are established by law or regulation binding on either of the parties hereto or the underwriter of any such policies). On such request by CITY, BROKER shall exercise reasonable efforts to accomplish such changes in policy coverage and shall pay the cost thereof. 9.5 BROKER agrees that with respect to the above required insurance, all insurance contracts and Certificates of Insurance will contain the following required provisions: 9.5.1 Endorsement or other provision naming CITY and its officers, employees, volunteers, and elected representatives as additional insured with respect to operations and activities of, or on behalf of, the named insured performed under Contract with the CITY. (This requirement is not applicable to BROKER's Workers' Compensation or Errors and Omissions policies.) 9.5.2 Language specifying that BROKER's insurance shall be deemed primary with respect to any insurance or self-insurance carried by the City of Fort Worth for liability arising out of operations under the Contract with the City of Fort Worth. 9.5.3 Endorsement or ether provision specifying that the "other insurance" clause shall not apply to the City of Fort Worth where CITY is an additional insured shown on the policy. AND 9.5.4 A waiver of subs gation in favor of CITY. (This requirement applies only to BROKER's Workers' Compensation and Employers' Liability policies.) 9.6 BROKER shall notify the CITY in the event of any notice of cancellation, non -renewal or material change in coverage and :shall give such notices not less than thirty (30) days prior to the change with the exception cancellation due to nonpayment of premiums, for which notice shall be provided at least ten (10) days inor to the change with notice being accompanied by a replacement Certificate of Insurance. 9.7 All insurance -related no' ces shall be given to CITY at the following address: Human Resources Manager - Workers Compensation Program, 1000 Throckmorton Street, Fort Worth, Texas 76102 with a copy to Risk Mani .ger at the same address. 9.8 If BROKER fails to maintain the aforementioned insurance or fails to secure and maintain the Professional Services Agreement - McGriff, Seibels & Williams of Texas, Inc Page 6 of 12 aforementioned endorsements, the CITY may obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Contract; however, procuring of said insurance by the CITY is an alternative to other remedies the CITY may have, and is not the exclusive remedy for failure of BROKER to maintain said insurance or secure such endorsement. In addition to any other remedies the CITY may have for BROKER's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the CITY shall have the right to order BROKER to stop work hereunder and/or withhold any payment(s) that become due to BROKER hereunder until BROKER demonstrates compliance with the requirements hereof. 9.9 Nothing herein contained shall be construed as limiting in any way the extent to which BROKER may be held responsible for payments of damages to persons or property resulting from BROKER s or its subcontractors' performance of the work covered under this Contract. 10 INDEMNITY 10.1 BROKER covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS the CITY and the elected officials, employees, officers, directors, volunteers and representatives of the CITY, individually and collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury or death and property damage, made upon the CITY directly or indirectly arising out of, resulting from or related to BROKER's activities under this Contract, including any acts or omissions of BROKER, any agent, officer, director, representative, employee, consultant, or subcontractor of CONTRACTOR, and their respective officers, agents, employees, directors and representatives while in the exercise or performance of the rights or duties under this Contract, all without, however, waiving any governmental immunity available to the CITY under Texas Law and without waiving any defenses of the parties under Texas Law. IT IS FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPLY EVEN WHERE SUCH COSTS, CLAIMS, LIENS- DAMAGES.. LOSSES, EXPENSES, FEES, FINES PENALTIES, ACTIONS, DEMANDS CAUSES OF ACTION, LIABILITY AND/OR SUITS ARISE IN ANY PART FROM THE NEGLIGENCE OF CITY, THE ELECTED OFFICIALS EMPLOYEES OFFICERS, DIRECTORS AND REPRESENTATIVES OF CITY, UNDER THIS CONTRACT. The provisions of the INDEMNITY are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise to any other person or entity BROKER shall promptly advise the CITY in writing of any claim or demand against the CITY or BROKER known to BROKER related to or arising out of BROKER's activities under this Contract and shall see to the investigation and defense of such claim or demand at BROKER's cost. The CITY shall have the right at its option and at its own expense, to participate in such defense without relieving BROKER of any of its obligations under this paragraph. 10.2 It is the EXPRESS INTENT of the parties to this Contract that the INDEMNITY provided for in this section is an INDEMNITY extended by BROKER to INDEMNIFY, PROTECT and HOLD HARMLESS the CITY from the consequences of the CITY's OWN NEGLIGENCE provided however that the INDEMNITY provided for in this section SHALL APPLY only when the NEGLIGENT ACT of the CITY is a CONTRIBUTORY CAUSE of the resultant injury, death, or damage, and shall have no application when the negligent act of the CITY is the sole cause of the resultant injury, death, or dam ige. BROKER further AGREES TO DEFEND, AT ITS OWN EXPENSE and ON BEHALF CI• THE CITY AND IN THE NAME OF THE CITY, any claim or litigation brought against the CITY and its elected officials, employees, officers, directors, Professional Services Agreement — McGriff Seibels & Williams of Texas, Inc Page 7 of 12 volunteers and representatives, in connection with any such injury, death, or damage for which this INDEMNITY shall apply, as set forth above. 11 INDEPENDENT CONTRACTOR It is expressly understood and agreed by the parties hereto that BROKER provides services under this Contract as an independent contractor, responsible for its respective acts or omissions, and that CITY shall in no way be responsible therefor Neither party hereto has authonty to bind the other or to hold out to third parties that it has authority to bind the other. 12 COMPLIANCE BROKER shall provide and perform all services under this Contract in compliance with all applicable federal, state and local laws, rules and regulations. 13 TERMINATION 13.1 For purposes of this Contract, "termination" of this Contract shall mean termination by expiration of the Contract term or earlier termination pursuant to any of the provisions hereof. 13.2 Termination Without Cause. Either party may terminate this Contract by providing written notice to the other party specifying the effective date of termination, which shall not be less than sixty (60) days from the date notice is received. Such notice shall be given in accordance with Section 15. 13.3 Termination For Cause In addition to any other provision of this Contract, CITY may terminate this Contract immediately or on thirty (30) days written notice for any of the following: 13.3.1 Negligence, intentional misconduct, or failure by BROKER to perform or observe any of the terms, conditions, covenants or guarantees of this Contract or of any amendment between CITY and BROKER, or 13.3.2 Violation by BROKER of any law, rule, or regulation to which BROKER is bound or shall be bound under the terms of this Contract. 13.4 On a decision to terminate by CITY, written notice of such shall be promptly provided to BROKER specifying the effective date of termination and the extent to which performance of work under this Contract will be terminated. 13.5 On receipt of notice to terminate, all finished or unfinished documents, data, studies, surveys, charts, plans, schedules, or other appended documentation, prepared by or on behalf of BROKER under this Contract shall become the property of CITY and shall, if requested by CITY, be delivered by BROKER to CITY in a timely and expeditious manner at BROKER's sole cost and expense. BROKER shall provide written certification that all documents have been retuned to the CITY. 13.6 In the event of termination, BROKER shall fully cooperate with CITY and continue to perform all duties and obligations under this Contract up to the effective date of termination. 13.7 Within thirty (30) days of the effective date of termination (unless an extension is authorized in writing by CITY) BROKER shall submit to CITY its claim, in detail, for the monies owed by CITY for services performed under this Contract up to the effective date of termination, provided however that such payment does not exceed the maximum amount set out in Section 4 hereof. 14 CONFLICT OF INTEREST BROKER warrants and certifies, and this Contract is made in reliance thereon, that BROKER its individual officers, employees and agents are neither officers nor employees of CITY or any CITY agencies, such as CITY -owned utilities 15 NOTICE Professional Services Agreement — McGriff, Seibels & Williams of Texas, Inc. Page 8 of 12 Any notice required, permitted or appropriate under this Contract shall be deemed sufficient if in writing and sent certified mail, return receipt requested, postage prepaid, to CITY or BROKER at the respective address set forth below, or to any other address of which written notice of changes is given: If to CITY If to BROKER Ron Josselet, Human Resources Manager Johnny Fontenot, Executive Vice President City of Fort Worth McGnff, Seibels & Williams of Texas, Inc. Workers' Compensation Program 5080 Spectrum Drive, Suite 900E 1000 Throckmorton Street Addison, TX 75001 Fort Worth, TX 76102 16 CAPTIONS The captions contained in this Contract are for convenience and reference only and shall in no way limit or enlarge the terms and conditions of this Contract. 17 SUCCESSORS AND ASSIGNS This Contract shall be binding on and inure to the benefit of the parties hereto and their respective heirs executors, administrators, successors and their assigns, provided, however, that BROKER may not assign or otherwise transfer any of its interest in this Contract without prior written consent of CITY. 18 VENUE AND GOVERNING LAW Venue for any legal action, claim or dispute arising directly or indirectly as a result of this Contract shall be in Tarrant County, Texas. This Contract is made and is to be performed in Tarrant County, Texas and is governed by the laws of the State of Texas. 19 AUTHORITY The person signing this Contract hereby warrants that he or she has the legal authority to execute this Contract on behalf of his or her 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 Contract. 20 SEVERABILITY If any clause or provision of this Contract is held invalid illegal or unenforceable under present or future laws during the term of this Contract, including any extension and renewal hereof, it is the intention of the parties hereto that the remainder of the Contract shall not be affected hereby, and that in lieu of each invalid clause or provision of this Contract, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible shall be drafted to comply with all applicable laws and shall replace the clause or provision held invalid, illegal or unenforceable. 21 RIGHT TO AUDIT BROKER agrees that CITY shall, during the Initial Term, any Renewal Term and until the expiration of three (3) years after final payment under this Contract and at no additional cost to CITY, have access to and the right to examine any directly pertinent books, documents, papers and records of the BROKER involving transactions relating to this Contract. BROKER agrees that CITY shall have access during normal working hours to all necessary BROKER facilities and shall Professional Services Agreement — McGriff, Seibels & Williams of Texas, Inc. Page 9 of 12 be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. CITY shall give BROKER reasonable advance notice of intended audits. If BROKER subcontracts any of its obligations under this Contract, BROKER shall include language in any subcontractor whereby subcontractor agrees to be bound by the same rights, duties and obligations of the BROKER under this provision 22 ATTORNEY'S FEES In the event a claim is brought pursuant to this Contract, CITY shall be entitled to recover reasonable attorney's fees from BROKER. 23 WAIVER OF RIGHT The CITY and BROKER may waive an obligation or restriction on the other under this Contract o nly in writing. A failure, refusal, neglect, delay, forbearance or omission of the CITY or BROKER to exercise any right or remedy under this Contract or to insist on full compliance by the other with its obligations hereunder shall not constitute a waiver of any provision of the Contract in any other instance or circumstance. 24 FORCE MAJEURE If either party is unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God; s takes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises, earthquakes; fires; floods, restraints o r prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; o r explosions; or some other reason beyond the party's reasonable control (each a "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. 25 SOLICITATION OF EMPLOYEES Neither CITY nor BROKER shall, during the term of this Contract and additionally for a period of o ne 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 party during the term of this Contract without the prior written consent of the person's employer. 26 REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Contract 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 Contract o r exhibits hereto. 27 ENTIRE AGREEMENT This Contract, together with its authorizing action and attached exhibits, if any, embodies the final and entire agreement of the parties hereto, superseding all oral or written previous and contemporary arguments between the parties and relating to matters in this Contract. No other agreements, oral or otherwise regarding the matters of this Contract shall be deemed to exist or to bind the parties unless same is executed by both parties in accordance with Section 5. Professional Services Agreement — McGrif:; Seibels & Williams of Texas, Inc Page 10 of 12 EXECUTED this the ? day of CITY OF FORT WORTH, TEXAS Susan Aland Assistant City Manager Date: l I, 1 I 1 "2( APPROVED AS TO FORM AND LEGALITY: i' Denis C. McElroy Assistant City Att•r ey Date: (UI 2M01 ATTEST City Secret Date:1/1111 , 2012. MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC. Johan VontenantY Executive Vice President Date: 1. �, hAY[VV 4fl0ot00 0 i• Av o 0 00,0 0 am 0 g sp4 Ei. 0 i 0 0 * APe*4� � c�Q Ps a©a©ba° 4„. %Jtzr t$, whitio..,Q.."(07 RECOMMENDED FOR APPROVAL: eAva, -ems Human Resources Director C. Date: /67 dh' // 1 Contract Authorization M&C: C-25831 Date Approved: September 18, 2012 Professional Services Agreement — McGriff, Seibels & Williams of Texas, Inc. OFFICIAL RECORD1 CITY SECRETARY FtWORTh,Th Page 11 of 12 ATTACHMENT A - FEE SCHEDULE WORKERS' COMPENSATION BROKER AND CONSULTING SERVICES BROKER SERVICE PROVIDED Insurance Placement Services (Ref. 1.1) (Including up to 250 Hours of Occupational Safety / Accident Prevention and Workers' Comp. Loss Control Services) Actuarial Services (Ref. 1.2) Claims Auditing Services (Ref. 1.3) Fee Structure Flat Fee Flat Fee Flat Fee SUBTOTAL - BASE FEE PER CO Occupational Safety / Accident $90.00/hour Prevention and Workers' Comp. Loss Control Services In Excess of 250 Hours Per Contract Year (Max. of 250 Additional Hours)— (Ref. 1 4) Assist the City in preparing Request for Proposals and evaluating proposals for Workers Compensation and Occupational Health & Safety Programs and Services; Other Broker Services (Ref. 1.5) Value Added Services — Specify: Included in Fee for Insurance Placement Services, unless outside proposed Scope of Services. Zywave / Mywave TOTAL FEES — NOT TO EXCEED AMOUNT Contract Year Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 NTRACT YEAR Year 1 Year 2 Year 3 Year 4 Year 5 Year 1 Year 2 Year 3 Year 4 Year 5 Annual Fee -- not to exceed amount $24,000.00 $24,000.00 $24,000.00 $24,000.00 $24,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000 00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6 000.00 $40,000.00 $22,500.00 $22,500.00 $22,500.00 $22,500.00 $22,500.00 Included Included Included Included Included No Charge $62,500.00 1 Professional Services Agreement — McGriff, Seibe)s & Williams of Texas, Inc Page 12 of 12 M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas FORTWORI II 1 CITY COUNCIL AGINDA COUNCIL ACTION: Approved on 9/18/2012 DATE: 9/18/2012 REFERENCE NO.: **C-25831 LOG NAME: 14MCGRIFF2013 CODE C TYPE: CONSFNT PUBLIC E: NO ® HEARING: SUBJECT: Authorize Execution of an Agreement with McGriff, Seibels & Williams of Texas, Inc., in the Amount of $62,500.00 for the First Year, for Workers' Compensation Excess -Insurance Broker and Consulting Services (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Agreement with McGriff, Seibels & Williams of Texas, Inc., for workers' compensation excess -insurance broker and consulting services effective December 1, 2012, with an initial three-year term and two one-year renewal options, at a cost in the amount of $62,500.00 for the first year. DISCUSSION: The purpose of this Mayor and Council Communication is to seek authorization from the City Council to enter into a new Agreement with McGriff, Seibels & Williams of Texas, Inc. (McGriff), for broker and consulting services associated with the City's workers' compensation program. In 2007, the City of Fort Worth entered into its current contract with McGriff to assist the City in workers' compensation claims audits, actuarial evaluations, RFP preparation and tabulations, providing safety and loss control services and serving as the City's Broker of Record for excess workers' compensation insurance coverage as needed. That contract is due to expire November 30, 2012. Having worked with the same workers' compensation broker/consulant for the last ten years, Staff determined it would be in the City's best interest to ensure that it was getting the best overall product and price by going out to the market and giving all broker/consultants the opportunity to compete for the City's business. Only one proposal response was received from the City's Request for Proposals (RPF No. 12-0182). See Bid Tabulation below: RID TABULATION: BROKER SERVICES TO BE PROVIDED Workers' Compensation Excess Insurance Placement Services Workers' Compensation Actuarial Services Claims Auditing Services Accident Prevention/Loss Control Services: First 250 hours included at no additional charge; 250 additional hours at $90.00 per hour. TOTAL ANNUAL COST PROPOSERS MCGRIFF. SEIBELS & WILLIAMS OF TEXAS $24, 000.00 $10, 000.00 $ 6, 000.00 $22, 500.00 $62,500.00 Staff recommends the contract be awarded to McGriff, Seibels & Williams of Texas, Inc., to provide workers' compensation excess insurance placement services, workers' compensation actuarial and claims auditing services and accident prevention and loss control services for an annual cost in the amount of $62,500.00. McGriff has placed the City's workers' compensation excess insurance coverage and has provided http://apps.cfwnet.or•g/council packet/mc_review.asp?III=17251 &councildate=9/18/2012 10/2/2012 M&C Review Page 2 of 2 the City with workers' compensation consulting services for the past ten years. McGnff will service the City's account from their local office in Dallas. The City's workers' compensation excess insurance coverage expires on December 31, 2012. McGriff will obtain competitive bids in the insurance marketplace and will make recommendations to the City to continue this coverage. McGriff is in compliance with the City's Minority and Women Business Enterprise (M/WBE) ordinance by committing to 10 percent M/WBE participation on this project. AGREEMENT TERMS — The initial term of the broker contract will begin December 1, 2012 and expire November 30, 2013 RENEWAL OPTIONS — This Agreement may be renewed for two 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 obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the Fiscal Year 2013 proposed operating budget, of the Workers' Compensation Fund. TO Fund/Account/Centers FROM Fund/Account/Centers FE73 539120 0147310 $62.500.00 Submitted for Citv Manager's Office bv: Susan Alanis (8180) Originating Department Head: Karen Marshall (7783) Additional Information Contact: Ron Josselet (7766) ATTACHMENTS http://apps.cfwnet org/council_packet/mc_review.asp9ID=17251&councildate=9/18/2012 10/2/2012