HomeMy WebLinkAboutContract 57665 CSC No.57665
Agreement for Services
This Agreement for services is made and entered into as of the 171" day of December,
2021 by and among City of Fort Worth, having offices at 200 Texas Street, Fort Worth, TX
76102, for itself and its Named Insureds (hereinafter collectively referred to as "Client"), and
IMA, Inc. and its subsidiaries (hereinafter referred to as "IMA"). Named Insureds shall be
defined as those entities set forth on policies of insurance covered by this Agreement.
Client has requested IMA to perform certain services (the "Services") described in
Schedule A attached hereto. IMA has agreed to render such Services to Client on the terms and
conditions set forth below, and IMA and Client agree it would be to their mutual advantage to
execute this Agreement and thereby define the terms and conditions which shall control the
rendering of Services to Client by IMA. Fees and payment terms for the provided Services are
described in Schedule B attached hereto.
Now, therefore, in consideration of the premises and the covenants and agreements
herein contained and other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, it is hereby agreed as follows:
1. Confidentiality. IMA and the Client agree that all such Proprietary Information
exchanged during the performance of Services under this Agreement shall remain the sole and
separate property of the party providing the same, subject to the terms and conditions set
forth herein. Proprietary Information includes, without limitation, all information concerning
the identities, needs, expirations, policies, or purchasing habits of the Client, all business
systems, financial data, computer data or processes, forms appraisals, loss experience, other
similar data and other business records; provided, however, such Proprietary Information shall
not include information that is in the public domain or is readily available or accessible to the
public.
IMA and the Client agree that all such Proprietary Information shall not be disclosed,
communicated or otherwise transferred or made available to unrelated third parties without
the prior written consent of the entity whose Proprietary Information is being shared, except
for those employees, agents, representatives and permitted assigns with a reasonable need to
know such Proprietary Information to facilitate the performance of services hereunder.
Notwithstanding any term or condition herein to the contrary, each party understands and
agrees that upon receipt by either party of an order from a court of competent jurisdiction, the
restrictions set forth herein shall not prohibit the receiving party of such order from compliance
with any such order. The confidentiality provisions set forth herein shall survive the
termination of the Agreement.
2. Term and Termination. This Agreement will become effective 12:01 a.m., December 111
2021 and terminate 12:01 a.m., December 15t, 2026 or unless canceled by either party upon
thirty (30) days prior written notice of said cancellation, except in the case of nonpayment.
OFFICIAL RECORD
CITY SECRETARY Page 1 of 16
FT. WORTH, TX
Upon cancellation or expiration of the term of this Agreement, no further Services will be
provided by IMA to Client except those Services deemed necessary in the sole discretion of IMA
to complete the existing Services provided to Client by IMA during the term of the Agreement.
3. Assignment. This Agreement may not be assigned by the Client without the prior
written consent of IMA and shall be binding upon and shall inure to the benefit of the parties
hereto and their successors and permitted assigns. Nothing in the Agreement is intended to
nor shall confer upon any person or legal entity other than Client or IMA and their respective
permitted successors and assigns, any rights or remedies under or by reason of this Agreement.
4. Compensation Disclosure. The IMA Financial Group, Inc. is a national financial
services company with numerous affiliates and subsidiaries, including IMA, Inc.; IMA
Select; CORnerstone Risk Solutions, LLC; IMA Acumen, LLC; Towerstone, Inc.; IMA Wealth.
and Eydent Insurance Services, LLC, (collectively the "IMA Group"). These entities,
excluding IMA Acumen, LLC, are insurance producers licensed in accordance with
respective state requirements. Insurance producers are authorized by their license to
confer with insurance purchasers about the benefits, terms and conditions of insurance
contracts; to offer advice concerning the substantive benefits of particular insurance
contracts; to sell insurance; and to obtain insurance for purchasers.
The producer may have access to more than one insurance company to place the
purchaser's coverage. The producer may have authority to obligate the insurance company
on the purchaser's behalf and as a result may be required to act within the scope of
contractual agreements with the insurer.
Compensation will be paid to the producer by the insurer or other third parties.
Compensation may vary depending on a number of factors, including the insurer and the
insurance contract the purchaser selects, the volume of business the producer places with
the insurer, and the profitability of that business. In addition to the compensation
received by the IMA Group, other parties, such as excess and surplus lines brokers,
wholesalers, reinsurance intermediaries, underwriting managers and similar parties (some
of which may be owned in whole or in part by the IMA Group), may earn and retain usual
and customary commissions or other compensations for providing insurance products to a
Client under separate contracts with insurers or reinsurers. Such payments will not be
considered as compensation to IMA and will not offset any compensation payable to
IMA. In addition, there may be referral compensation shared within the IMA Group.
Further, the IMA Group may receive contingent or incentive payments or allowances from
insurers or finance companies based on the size or performance of an overall book of
business produced with them by the IMA Group. Additionally, expense reimbursements
for travel or technology enhancements, salary offsets or de minimus gifts may be
provided. The IMA Group may also receive interest on premium being held prior to
disbursement.
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Upon written request, the IMA Group will provide to Client additional details and
information about any and all compensation arrangements for insurance placed and/or
quoted on behalf of the Client.
5. Limitation on Stop Loss Liability. IMA does not make any representations regarding an
insurer's or Managing General Underwriter's (MGU) payment or claims denial practices. We do
not warrant in any way that all claims submitted to the stop loss carrier will be approved and
ultimately reimbursed. The terms and conditions of covered claims for the stop loss insurance
policy may not fully correlate with the benefits covered under your benefits program. We will
use all information and data supplied by the Client or on the Client's behalf without
independently verifying the accuracy, completeness or timeliness of it. IMA will not be
responsible for any delays or liability arising from missing, delayed, incomplete, inaccurate or
outdated information and data except as provided in Section 6 below.
6. Business Responsibility. All Services hereunder shall be provided by IMA to Client in
accordance with applicable industry standards and applicable laws and regulations. In turn,
Client acknowledges that IMA has made no representation, warranty, or guaranty concerning
either the performance of, or the results to be obtained from, the Services provided hereunder.
Additionally, IMA has made no representation, warranty, or guaranty concerning the financial
condition of any insurance carrier providing coverage to Client. The Client remains solely
responsible for reporting and communicating changes in exposures, loss-related data,
ownership and other material changes in writing to IMA; further, the Client remains solely
responsible for the conduct and governance of its business operations. Client further agrees
that any fines or penalties assessed against Client under any local, state, or federal occupational
safety and health law, the Americans with Disabilities Act, any local, state, or federal order, rule
or statute pertaining to the protection of the environment, or any other local, state, or federal
laws, statutes, orders, or regulations shall be the Client's sole responsibility, and that IMA shall
have no responsibility or liability for any portion of any such fines or penalties.
7. Final Agreement and Jurisdiction. This Agreement represents the entire understanding
and agreement of the parties hereto with respect to the subject matter hereof, supersedes all
prior negotiations between such parties, and cannot be amended, supplemented, or modified
except by an agreement in writing signed by the party or parties against whom enforcement is
sought and making specific reference to in this Agreement. In the event any one or more of the
provisions contained in this Agreement or any application thereof shall be invalid, illegal, or
unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions
of the Agreement and any other application thereof shall not in any way be affected or
impaired thereby. This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas applicable to contracts made in that state.
8. Execution by Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be one and the same instrument.
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9. Notice. Any notice by either party to the other party shall be deemed served effective
(i) upon delivery, if personally delivered, (ii) upon delivery to Federal Express or other similar
courier service, marked for next day delivery, addressed as set forth below, (iii) upon receipt if
sent by registered or certified mail, return receipt requested, addressed as set forth below. The
notice addresses of the parties are:
If to Client: Dianna Giordano
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
If to IMA: Kristi Gjellum
IMA, Inc.
6200 LBJ FWY
Suite 200
Dallas, Texas 75240
The customary registered/certified receipt or Federal Express or other courier receipt
shall be evidence of such notice. Either party hereto may change the name and address of the
designee to whom their notice shall be sent by giving written notice of such change to the other
party hereto in the manner above provided, at least ten (10) days prior to the effective date of
such notice.
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10. Engagement Confirmation. The parties agree that the Services provided herein
contemplate services in addition to placement activity. No insurance product sale is required
under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written.
"IMAll "Client"
IMA, Inc. City of Fort Worth
B ��l�.e.ee. B R.-a� C�7 zeycrr
y• y• Reg ald Zeno(Jun 8,202214:57 CDT)
Printed Name &Title: Printed Name &Title:
Kristi Gjellum Reginald Zeno
Exec. Vice President, Employee Benefits CFO
Date: 05/18/2022 Date: Jun 8,2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 5 of 16
Schedule A — Description of Services
Benefit Risk Management
For the purposes of this Agreement, Services shall be defined as set forth below, provided,
however, the delivery of all such Services is conditioned upon payment of all invoices, fees and
premium associated therewith or due hereunder. Some services may be provided by an
authorized services provider acting on behalf of IMA. For the purposes of this Agreement, the
employee benefits risk management Services provided shall include the following insurance
policies and coverages:
Medical, Dental, Vision, Life and Disability, EAP, Other Health Plan Related Solutions
In some instances, risk placements made by IMA on behalf of the Client may require the
payment of state surplus lines or other premium taxes, Federal excise taxes, and/or fees in
addition to the premium itself. IMA will make every effort to identify any such tax and/or fee in
advance, but in all instances the payment of these taxes and/or fees will remain the sole
responsibility and liability of Client.
The Client will have the responsibility to report and communicate changes in exposures, loss-
related data, ownership and other material changes in writing to IMA who shall communicate
such information to the Clients' insurance carrier(s).
Some services listed may be applicable only when third party data is available to your
organization. Where the data is applicable and/or available, services defined within this
agreement shall include, but are not limited to:
Fee Agreement Schedule A Scope of Services
Health & Welfare Benefit Plan Strategic Consulting
Assist with development of a multi-year strategy for all benefits linking goals/objectives
for overall plan performance to Client's business goals
Provide advisory services including, but not limited to: cost containment and funding
approaches, plan and process change recommendations
Health and Welfare benefit plan design analysis and recommendations
Benchmark reporting
Meetings with management and/or benefits personnel as requested and at agreed
upon regular intervals.
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Vendor-Related
♦ Assist with management of Request for Information (RFI)/Request for Proposal (RFP)
process
Carrier/vendor renewal negotiations
Market health & welfare plans/contracts as needed
Assistance with vendor evaluations
Evaluation and review of plans and coverages
Ensure implementation of policy changes with vendors)
Provide support functions for employers/employees with carrier(s) and/or vendors) for
such matters as billing, enrollment, and claims issues and appeals.
Underwriting and Financial Services of renewal information, including, but not limited to:
➢ loss ratios
➢ trend
➢ pooling charges
➢ maturation factors and administrative loads
➢ validation of carriers underwriting assumptions
➢ review and evaluation of stop loss levels and pricing
Alternative funding review and modeling
Provide funding information including premium equivalent rates, COBRA rates and IBNR
Plan financial analysis, including but not limited to:
➢ Network disruption analysis
➢ program cost projections
➢ employee contribution development
➢ reserve setting
➢ customized monthly financial recap
➢ year-end expense projections and reconciliations
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Regulatory . •
Provide legislative and regulatory updates
Health Care Reform general and client-specific analysis and guidance
Resource for benefit program and compliance-related questions
Assist with annual Form 5500 filings by collecting Schedule A's for all of Client's benefits
plans.
Communications Services
Development of communication strategy and assistance in drafting Plan related
communications materials
Support employee communication efforts
Open enrollment support
Assessment and guidance for enrollment solutions
HR Technology Assessment and Resources
Assess current technology needs and define goals
Engage with subject matter experts
Manage Request for Information (RFI)/Request for Proposal (RFP) process
Perform comprehensive assessment including, but not limited to claims and costs
analysis
Assist in development of employer goals and strategy
Assist in development of communication and employee engagement strategy and
implementation support
Vendor management and HRM RFP preparation
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Benefit Analytics
Comprehensive reporting on data and predictive modeling related to multiple benefit
plan components including:
➢ Plan Design
➢ Stoploss
➢ Care Management
➢ Population Management
➢ Patient Compliance
➢ Other Customized Reports
➢ Year-over-year comparisons
HR Resources
Access to ThinkHR Hotline
Access to ThinkHR Training courses
Access to ThinkHR Library
Access to ThinkHR Benefits Compliance Suite including plan documents
In addition to the fee for services set forth in Schedule B, IMA will receive and retain usual and
customary policy specific commission payable by the carrier for the policies listed below and
such commission will not be offset or applied to the annual fee due under the Agreement.
None
Other services which are not listed above may be considered outside our scope of services and
additional fees may apply. In the case that a service is outside the scope of services (i.e.,
excessive travel, meetings, printing costs, etc.) IMA will notify the client and negotiate
additional fees prior to providing services.
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Schedule B — Compensation of Services
1. Client shall pay to IMA as compensation for the Services provided by IMA to Client for
each annual period(s) described in the following table. Such fee shall be due and
payable Monthly commencing December 1st, 2021.
Annual Period Total Annual Compensation
December 1, 2021— December 1, 2022 $110,000
December 1, 2022— December 1, 2023 $115,000
December 1, 2023— December 1, 2026 $120,000
Client and IMA Agree to renegotiate fee during the term of the Agreement at the
request of either party.
Client further acknowledges and agrees that because such fee is in lieu of any
commission Client will be paying a premium amount on the Schedule A insurance
policies on a net of commission basis that takes into account that the insurance carrier is
not paying a commission to IMA.
All efforts will be made to negotiate placements for the Schedule A insurance policies on
a net of commission basis. If IMA is unable to negotiate placements on a net of
commission basis, IMA will notify the Client and apply the amount of commission to the
fee due hereunder to be set forth on the invoice statement.
2. Payment of all invoices submitted to the Client will be made pursuant to the invoice due
date. In the event Client does not remit timely payment, IMA reserves the right to
terminate this Agreement. Upon such termination, all further obligations of IMA are
terminated automatically, and this Agreement is void and has no further force or effect.
3. It is understood that other benefit management or insurance services may be
undertaken by IMA from time to time by mutual agreement of the parties. The parties
agree to amend this Agreement as necessary to describe the additional services and
compensation payable to IMA for such services.
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ADDENDUM TO AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF FORT WORTH
AND
IMA, Inc.
This Addendum to Agreement for Services ("Addendum")is entered into by and between
IMA,Inc. ("Vendor")and the City of Fort Worth("City"), collectively the"parties",for a purchase
of licenses.
The Contract documents shall include the following:
1. The Agreement for Services; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Agreement for Services (the
"Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by
a representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement shall become effective December 1, 2021 (the "Effective
Date") and shall expire 37 months after the Effective Date (the Expiration Date"), unless
terminated earlier in accordance with the provisions of the Agreement or otherwise extended by
the parties. The Agreement may be renewed for two additional one year terms at City's option,
each a "Renewal Term." City shall provide Vendor with written notice of its intent to non-renew
at least ninety (90) days prior to the end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach.If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
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Vendor of such occurrence and the 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 have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions,the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
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7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third parry
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with this Agreement, it being understood that this agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8,Vendor 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 the City's interest,
and City agrees to cooperate with Vendor 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 the City for infringement arising under this Agreement, the 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, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under this
Agreement. If the Deliverable(s), 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, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 10 OF THIS AGREEMENT.
10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
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If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
11. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect.In the event there is a request for information
marked Confidential or Proprietary,City shall promptly notify Vendor.It will be the responsibility
of Vendor to submit reasons objecting to disclosure.A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
12. Addendum Controlling. If any provisions of the attached Agreement,conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City,the terms in this Addendum shall control.
13. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
14. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is
for less than $100,000, this section does not apply. Vendor 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, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott Israel; and (2)will not boycott Israel during the term of the contract.
15. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more,which will be paid wholly or partly from public funds of the City,
with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
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boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2).To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement, Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not
boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
16. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code
(as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a
contract for goods or services that has a value of$100,000 or more which will be paid wholly or
partly from public funds of the City,with a company (with 10 or more full-time employees)unless
the contract contains a written verification from the company that it: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and(2)will not discriminate during the term of the contract against a firearm entity or
firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of
the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies
that Vendor's signature provides written verification to the City that Vendor: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
17. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
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ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract,including
By: ensuring all performance and reporting
Name: Reginald Zeno requirements.
Title: Assistant City Manager
Date: Jun 8,2022
7oahhe tFihtoh
By:
Approval Recommended: Name: Joanne Hinton
Title: Benefits Manager
Approved as to Form and Legality:
n/t =�Ci
By: o��M,. e
Name- Nathan Gregory
Title: Deputy Directorof Human Resources
By: 9-
Attest: Name: John B. Strong
Title: Assistant City Attorney
Contract Authorization:
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Name: Kristi Gjellum _
Title: Exec.Vice President,Employee Benefits
Date: 05/18/2022
05/18/2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
5/23/22,5:06 PM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA Foy Wow
Create New From This M&C
DATE: 11/30/2021 REFERENCE **M&C 21- LOG NAME: 13P 21-0111 HEALTH
NO.: 0884 CONSULTANT JC HR
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize an Agreement for a Health Consultant with IMA Financial Group, Inc. for
Thirty-Seven Months with an Option to Renew for Two Additional One Year Periods in
an Annual Amount Up to $110,000.00 for the First Year, $115,000.00 for the Second Year,
and $120,000.00 for the Third, Fourth (first renewal period), and Fifth Years (second
renewal period) for a Combined Total of$585,000.00 for the Human Resource
Department
RECOMMENDATION:
It is recommended that the City Council authorize an agreement for a health consultant with IMA
Financial Group, Inc. for thirty-seven months with an option to renew for two additional one year
periods in an annual amount up to $110,000.00 for the first year, $115,000.00 for the second, and
$120,000.00 for the third, fourth (first renewal period), and fifth years (second renewal period) for a
combined total of$585,000.00 for the Human Resource department.
DISCUSSION:
The Human Resource Department approached the Purchasing Division to procure an annual
agreement for a health consultant. The department will utilize this agreement to provide group
benefits consulting services for the City of Fort Worth.
This Request for Proposals (RFP) was advertised in the Fort Worth Star-Telegram on April 21, 2021,
April 28, 2021, May 5, 2021, May 12, 2021, and May 19, 2021. Nine responses were received, IMA
Financial Group, Inc., Holmes Murphy &Associates, LLC., McGriff Insurance Services, Inc., Hub
International Texas, Lockton-Dunning Series of Lockton Companies, LLC, DBA Lockton Dunning
Benefits, Gallagher Benefit Services, Inc., Higginbotham Insurance Agency, Inc., USI Southwest, Inc.,
and Trion Group, a Marsh & McLennan Agency, LLC.
Higginbotham Insurance Agency, Inc. submitted a bid response without pricing, USI Southwest, Inc.
submitted a bid response and failed to sign the Request For Proposals cover sheet, conflict of
interest questionnaire, and proposer's contact information, and Trion Group, a Marsh & McLennan
Agency, LLC. submitted a bid response without complete pricing and are considered non-responsive.
The remaining bids were evaluated by using best value criteria, which included value
proposition/proposed fees, experience with plan sponsors who have lowered cost while maintaining
quality of benefits, quality of proposal/acceptability of proposals, innovation in solutions, the
assessment of the responses including a review of proposer's capability and City's previous
experience with the proposer, verification of proposers' references, and business equity firm
participation. After evaluation, the panel concluded that IMA Financial Group, Inc. presented the best
value to the City and therefore recommends the health consultant agreement to IMA Financial Group,
Inc.
An administrative change order or increase may be made by the City Manager up to the amount
allowed by relevant law and the Fort Worth City Code and does not require specific City Council
approval as long as sufficient funds have been appropriated.
Upon City Council's approval, the agreement shall begin upon execution of the agreement and shall
end thirty-seven months from that date.
M/WBE OFFICE - IMA Financial Group, Inc. is in compliance with the City's Business Equity
Ordinance by committing to 10\% Business Equity participation on this project. The City's Business
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5/23/22,5:06 PM M&C Review
Equity goal on this project is 10\%.
This agreement may be renewed for up to 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 the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the Group Health Insurance Fund to support the approval of the above
recommendation and execution of the agreement. Prior to any expenditure being incurred, the
Human Resources Department has the responsibility to validate the availability of funds.
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Fund Department Account Project Program Activity Budget Reference # Amount
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Submitted for City Manager's Office by_ Jay Chapa (5804)
Originating Department Head: Reginald Zeno (8517)
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Dianna Giordano (7783)
Additional Information Contact: Cynthia Garcia (8525)
Jeff Cope (8313)
ATTACHMENTS
City. of Fort Worth Form 1295 8.31.21.pdf (CFW Internal)
Funds available as of 11-11-21.pdf (CFW Internal)
IMA Financial group for Health Consultant Compliance Memo 11092021 WN.pdf (CFW Internal)
SAMs Report 11-9-2021.pdf (CFW Internal)
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