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HomeMy WebLinkAboutContract 5902159021 City Sccrolnry Contract No. FORT WORTH.. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), n Texas home rule municipal corporation and Roach Howard Smith & Barton, Inc. (RFISB), ("Vendor"), a Texas Corporation, each individually referred to ns a "party" and collectively referred to ns the "wiles." AGREEMENT DOCUIVIENTSt The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2, Exhibit A — Scope of Services; 3, Exhibit B — Price Schedule; and 4, Exhibit C — Verification of Signature Authority Porm, Exhibits A, B and C, which are attached hereto and incorporated herein, are mnden part of this Agreement for all purposes. In the event of any conflict between the terms rind conditions of Exhibits A, B or C and the terms and conditions set forth in the body ofthis Agreement, t he terms and conditions of this Agreement shall control. 1, Scone of Services. Vendor will provide datarelntingto the City's Workers' Compensation claims, Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2, Term. This Agreement shall begin on the date signed bytheAssistnntCity Mnnngerbelow ("Effective Date") and shall expire on November 30, 2027 ("Expiration Dnte"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under thesnmeterms and conditions, for up to Two (2) one-year renewal options. 3. Comneasntion, City shall pay Vendor an amount not to exceed Three Hunched Eighteen Thousand, Tlve Hunched Dollars ($318,500,00) in accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached hereto and incorporated herein for nll purposes. Vendor 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. City shall not be liable for any additional expenses of Vendor not'specified by this Agreement unless City first approves such expenses in writing. City agrees to pay nII invoices of Vendor within thirty (30) days of receipt of such invoice, 4, Termination, 4,1, Written Notice. City or Vendor finny terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. Vendor Services Agreement Page 1 of 14 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No, 4,2 Non-annronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4,3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay 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 this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this 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 inachhte readable format or other format deemed acceptable to City. 5, Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement, In the event that any conflicts of interest arise after the Effective Date of this Agreetent, Vendor hereby agrees immediately to make full disclosure to City in writing, 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. 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, In the event there is a request for infor►nntion marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure, A determination on whether such reasons are sufflciont will not bo decided by City, but by the Office of the Attorney General of the State of/Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have.been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized tneans and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6, Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years alter final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not litnited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during Vendor Services Agreement Page 2 of 14 City Secretary Contract No. normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of it's officers, agents, servants, employees, Vendors and subVendo►s, Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is flirther understood that City shall in no way be considered a Cc -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. Liability and Indemnification. 8.1 LIABILITY.. VENDOR SHALL BE LL4JJLEAND 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEE& 8,2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OFANY ICIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation, So loug es Vendor hears the cost and expense of payment for clai►ns or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement ni compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility Vendor Services Agreement Page 3 of 14 City Secretary Contract No. for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of suck 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, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and tin►etlonally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting polioies of the following types and 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 - Bach Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Bach occurrence on a combined single limit basis Vendor Services Agreement Page 4 of 14 City Secretary Contract No, Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Workor's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed (d) $100,000 - $100,000 - $500,000 - Employers' liability Bodily Injury by accident; each accident/occurrence Bodily Injury by disease; each employee Bodily Injury by disease; policy limit Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O, Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be subtnitted to City to evidence coverage. 10.2 General Reuuiretnents (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear, The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City, (e) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a mininnun rating of A- VII in the ourrentA,M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required, Vendor Services Agreement Page 5 of 14 City Secretary Contract No. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement, (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement, 11, Compliance with Laws. Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation, 12, Non -Discrimination Covenant, Vendor, for itself; its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUI3VENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13, Notices. Notioes required pursuant to the provisions of this Agreo►nent shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Chris Lam 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-6398 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Roach Howard Smith & Barton, Inc, (RFISB) Allison Nixon, Assistant Vice President 1320 S. University Dr,, Ste. 1000 Fort Worth, TX 76107 Facsimile: (817) 390-3569 14. Solicitation of Emnlovees, Neither City nor Vendor 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 tertn of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of Dither party who responds to a general solicitation of advertisement of employment by either party. 15, Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. Vendor Services Agreement Page 6 of 14 City Secretary Contract No. 16. No Waiver, The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assort any such right on any future occasion. 17. Governing Law / Vonne, This Agreement shall be construed in accordance with the laws of the State of Texas, If any action, whether real or assorted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts looated 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 Maienre. City and Vendor 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 mgjeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, shrikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21, Review of Counsel. The parties acknowledge that eaoh 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 bo employed in the interpretation of this Agreement or Exhibits A, B, and C, 22. Amendments / Modifications / Extensions, No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23, Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counternarts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its servioes will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. Vendor Services Agreement Page 7 of 14 City Secretary Contract No. 26, 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, SUBCONTBA.CTORS, 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. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"), Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended, If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Sieuaturo 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 nuthorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownershin. Vendor shall notify City's Purchasing Manager, in writing, of a cotnpany naino, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed tnerger or acquisition agreement, Failure to provide the specified documentation so may adversely impact future invoice payments. 30. No l3oycott of Isreseb, 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 Is►•ael; 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 Vendor Services Agreement Page 8 of 14 City Secretary Contract No, verification to the City that Vendor: (1) does not boycott Israel; and (2) will not. boycott Israel during the term of the contract. 31. 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 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 Govorrnnont 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, 32. Prohibition on Discrimination Against Firearm and Ammunition Indust►ies. 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 rvritten 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, • IN WITNESS WHEREOF, the patties hereto have executed this Agreement in multiples, (signature page follows) • Vendor Services Agreement Pogo 9 of 14 ACCEPTED AND AGREED: City: By: Name: Jesica McEnchern Title: Assistant City Manager March 7, 2023 Date: City Secretary Contract No. __59021 Vendor: By: YllLkuLt) )414A. Name: Allison Nixon Title: Assistant Vice President Date: 2_ I l 011.M. CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By; Dianna M. Giordano (Mar 1, 202317 CST) Name: Dianna Giordano Title: Director of Human Resources Approved as to Form and Legality: calham , By: Name: Jessilca Williams Title: Senior Assistant City Attorney M&C Authorization: 22-1034 Vendor Services Agreement Contract Compliance Manager: By signing 1 ncicnowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements, By: Name: Chris Lam Title: Human Resources Manager City Secretary: By: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 10 of 1,1 EXHIBIT A L SCOPE OF WORK 1.0 INSURANCE PLACEMENT SERVICES Broker shall work closely with City to develop bid requests to secure Excess Workers' Compensation Insurance for the City insurable risks. The objective is to place Excess Insurance Program over City Self -Insurance Program in accordance with the desired retentions and limits to be designed by the City. Broker shall inake available to City all resources at its disposal to properly collect, organize and review all data placed into the bid request. 1.2 Broker shall market City account to qualified Excess Workers' Compensation Insurance companies, Marketing shall include, but not be limited to, assisting in the developtnent of insurance specifications and underwriting criteria, assist in developing Requests her Quotes (RFQ's) from insurance companies, canvassing insurance markets, reviewing suitable manuscript policies, negotiations on behalf of City, consultation and professional advice on proposed changes or enhancements to the program, and ongoing advisory services for the duration of the contract concerning changes or enhancements to the program, 1.3 Bids of Excess Workers' Compensation Insurance. Broker shall represent City in all phases of this project. Direct negotiations on terms and pricing with the insurance company shall take plane with the direction of City, Placement of any program of insurance shall be conducted as a bid directly to insurance marketunderwrite►s, Broker shall review bids and assist City in the selection thereof and shall provide a report to City summarizing the results of all negotiations, It is clearly understood that any resulting product from the Broker of Record Contract cannot be accepted nor bound until approved by City. All procurement of insurance shall be conducted in accordance with the Texas Local Government Code and all applicable law. 1.4 Broker shall review and analyze policies for accuracy of coverage and advise City regarding all aspects of policy interpretation; provide confirmation of evidence of insurance (binders, cover notes) or the status of a placement prior to the renewal date; timely issue certificates of insurance; arrange periodic meetings with City staff to discuss pertinent topics, and attend meetings with City Staff or Council as requested; provide notice of claim on behalf of City to the excess carrier in accordance with the notification provisions of the policy; provide clahns status reports upon reasonable request; provide loss runs upon request; and serve in a consulting capacity to City on any loss settlement negotiation with the excess insurer if needed. Broker shall continue to act in an advisory and consulting role to City for the duration of the Broker's Contract to ensure that the insurance program accepted by City continues to work smoothly, effectively and in the best interests of the City. Vendor Services Agreement Page 11 of 14 City Secretary Contract No. 2.0 ACTUARIAL SERVICES Broker shall arrange, coordinate and cause to be performed an annual actuarial study, and shall coordinate the collection of data for actuarial services on the City Workers' Compensation Claim Fund. The actuarial study shall commence during the month of October, and a final actuarialreport shall be provided to the City Assistant Human Resources Director for Risk Management, no later -than December 313' of the same year. Brolcer shall review actuarial reports, advise City regarding interpretation of actuarial reports and rnake recommendations for program modifications. Cost of actuarial studies shall be paid by City. 3,0 WORKERS' COMPENSATION CLAIMS AUDIT SERVICES Broker shall represent the City in all phases of this project, Direct negotiations with underwriters and the insurance company shall take place with the direction of the City. Placement of any program of insurance shall be conducted as a bid directly to insurance market underwriters. 4,0 OCCUPATIONAL SAFETY, ACCIDENT PREVENTION AND WORKERS' COMPENSATION LOSS CONTROL SERVICES Broker shall be available to servo in a consulting capacity to City Risk Management Division on Occupational Health & Safety/Workers' Compensation related issues and projects as City shall request, Including, but not limited to, reviewing new laws; assisting in reviewing claims as needed; answering loss control questions; evaluating high -risk activities; providing safety engineering services; conducting ergonomic studies, safety progratn evaluations, and job safety/hazard analyses on specific worker activities; and conducting accident investigations. Broker shall provide approximately 500 hours of these services. 5.0 OTHER BROKER SERVICES Broker shall also be required to assist City in evaluating proposals from potential\contractors for other Occupational Health & Safety / Workers' Compensation programs of the City. Broker shall propose additional services for consideration by City. Vendor Services Agreement Page 12 of 14 EXHIBIT B PRICE SCHEDULE ANNUAL EE-- BROKER SERVICE PROVIDED FEE STRUCTURE CONTRACT 0 40 YEAR EXCEED AMOUNT Insurance Placement Services (Ref. 6,1) Flat Fee Year $ 25,000 Other --Specify: Year2 $ 25,000 Year 3 $ 25,000 Year4 $ 25,000 Year 5 I $ 25,000 INI Actuarial Services (Ref. 6.2) Claims Auditing Services (Ref. 6,3) Flat Fee Other — Specify: Flat Fee Other -- Specify: Year 1 Year 2 Year 3 Year4 Year 6 $ 10,750 $ 11,000 $ 11,250 $ 11,500 $ 11,750 Year 1 $2,500 Year 2 $2,500 Year3 $2,500 Year4 $2,500 Year 6 $2,500 *Audit of up to 30 claims Included in Broker Fee - fee above reflects an audit of 31- 60 files, Year1 $ 20,000* Occupational Safety / Accident Flat Fee Year 2 $ 20,000* Prevention and Workers' Comp, Other — Specify: Year 3 $ 20,000* Loss Control Services (600 Hours) (Ref. 0.4) Year 4 $ 20,000* Year 5 $ 20,000* *Loss Control Fee Is an estimation of 100 tours used per year. Actual costs will be accumulated as services are needed. Other Broker Services (Ref, 0.5) Flat Fee Other Specify: Value Added Services — Specify; I See Proposal Year 1 Year 2 Year 3 Year 4 Year 6 $ Included $ Included $ Included $ included $ included NO CHARGE Vendor Services Agreement --Exhibit B Page 13 of 14 EXHIBIT c VERIFICATION OF SIGNATURE AUTHORITY ROACH ILOWARI) SMITH & BARTON (RHSB) 8750 N. CENTRAL EXPRESSWAY, STE. 500 DALLAS , TEXAS 75321 Execution of this Signature Verification corm ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor, City is fully entitled 10 rely on the warranty and representation sot forth in this Form hi entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ton (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name:111\tbv) \V\',00 Position: V - tyl•t,q lkAU*N Itiht A) Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of' President/ Other Title: Date: o2 .20/o70.? 3 / / Vendor Services Agreement —Exhibit C Page 14 of 14