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HomeMy WebLinkAboutContract 63887City Secretary Contract No. 63887 FORT WORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Milliman, Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scone of Services. Vendor will provide actuarial analyses of City's self-insurance programs ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on August 1, 2025 ("Effective Date") and expires on July 31, 2026 (`Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to two (2) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement, including the all-inclusive flat fee amount of $26,000.00 and any City -approved additional services, will not exceed Twenty -Eight Thousand Dollars ($28,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-aDDromiation 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 will 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 will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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 will 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, OFFICIAL RECORD Page 1 1 11 CITY SECRETARY FT. WORTH, TX City Secretary Contract No. Vendor will return all City provided data to City in a machine-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 Agreement, 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 will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. Vendor's work is prepared solely for the use and benefit of City in accordance with its statutory and regulatory requirements. Vendor recognizes that 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 information marked Confidential or Proprietary, City will 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. Notwithstanding the above, Vendor does not intend to benefit and assumes no duty or liability to any third parties who receive Vendor's work and may include disclaimer language on its work product so stating. City agrees not to remove any such disclaimer language from Vendor's work. To the extent that Vendor's work is not subject to disclosure under applicable public records laws, City agrees that it shall not disclose Vendor's work product to third parties without Vendor's prior written consent; provided, however, that City may distribute Vendor's work to: (i) its professional service providers who are subject to a duty of confidentiality and who agree to not use Vendor's work product for any purpose other than to provide services to City, or (ii) any applicable regulatory or governmental agency, as required. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City promptly (within 48 hours) if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Risht to Audit. Vendor agrees that City will, until the expiration of three (3) years after 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 limited to, all electronic records, of Vendor involving transactions relating to this Agreement. Vendor agrees that City will be provided with an adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. City and Vendor shall mutually agree in advance upon the scope, timing and location of such an inspection; and City shall protect the confidentiality of all Page 2111 City Secretary Contract No. confidential and proprietary information of Vendor to which City has access during the course of such inspection. Unless otherwise agreed to by the Parties, any such audit shall be limited to two (2) days, and City shall bear the expense of any such audit. 7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will 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, contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL LOSS TO TANGIBLE PROPERTY, REAL PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDINGDEATH, TOANY AND ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER DAMAGE OR LOSS TO TANGIBLE POPERTY (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANYRESULTING LOST PROFITS) 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 NEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will 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; Page 3111 City Secretary Contract No. however, City will 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 for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will 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 will fully participate and cooperate with 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, City's assumption of payment of costs or expenses will 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 will, 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 functionally 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. 8.4 LIMITATION OF LIABILITY. VENDOR WILL PERFORM ALL SERVICES INACCORDANCE WITHAPPLICABLE PROFESSIONAL STANDARDS IN THE EVENT OFANY CLAIMS ARISING FROM SERVICES PROVIDED BY VENDOR AT ANY TIME, THE TOTAL LIABILITY OF VENDOR, ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES TO CITY SHALL NOT EXCEED FIVE MILLION DOLLARS ($5, 000, 000). THIS LIMIT APPLIES REGARDLESS OF THE THEORY OF LAW UNDER WHICH CLAIM IS BROUGHT, INCLUDING NEGLIGENCE, TORT, CONTRACT, OR OTHERWISE. IN NO EVENT SHALL VENDOR BE LIABLE FOR LOST PROFITS OF CITY OR ANY OTHER TYPE OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLYIN THE EVENT OF THE INTENTIONAL FRAUD OR WILLFUL MISCONDUCT OF VENDOR. 9. Assienment and Subcontractine. 9.1 Assienment. Vendor will 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 will 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 will be 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, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. Page 4111 City Secretary Contract No. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each accident on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) 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 must 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 must be submitted to City to evidence coverage. 10.2 General Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. Page 5111 City Secretary Contract No. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must 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 minimum rating of A- VII in the current A.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. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Resulations. Vendor agrees that in the performance of its obligations hereunder, it will 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 must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS, SUBCONTRACTORS, 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. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 To VENDOR: Milliman, Inc. Attn: David Lang, Principal 101 W.Renner Road, Suite 325 Richardson, TX 75082 Page 61 11 City Secretary Contract No. With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emvlovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either 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. 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 does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Both parties agree to waive the right to a trial by jury. 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 will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure 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; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will 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 each party and its counsel have Page 7111 City Secretary Contract No. 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 will not be employed in the interpretation of this Agreement or its Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will 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 will use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty. 25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. Subject to satisfaction of payment obligations set forth in this Agreement and Vendor's rights in and to its Tools, as defined below, City will be the sole and exclusive owner of all reports that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will 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 will 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 will 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. Notwithstanding the foregoing, Vendor shall retain all rights, title and interest (including, without limitation, all copyrights, patents, service marks, trademarks, trade secret and other intellectual property rights) in and to all technical or internal designs, data, databases, methods, ideas, concepts, know-how, techniques, generic documents and templates ("Tools") that have been previously developed by Vendor or such Tools developed during the course of the provision of the Services provided such Tools do not contain and/or are not based upon or derived from any City Information or proprietary data. Rights and ownership by Vendor of its Tools shall not extend to or include all or any part of City's proprietary data or City Information. To the extent that Vendor may include in the materials any Tools, Vendor agrees that City shall be deemed to have a fully paid up perpetual license to make copies of the Tools as part of this engagement for its internal business purposes and Page 8111 City Secretary Contract No. provided that such Tools cannot be modified or distributed outside City without the written permission of Vendor or except as otherwise permitted herein. 27. Use of Name. City agrees that it shall not use Vendor's name, trademarks or service marks, or refer to Vendor directly or indirectly in any media release, public announcement or public disclosure, except as required by state or federal law, including in any promotional or marketing materials, websites or external presentations (presentations not limited to City employees) without Vendor's prior written consent for each such use or release, which consent shall be given in Vendor's sole discretion. 28. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Comnanv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, 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 merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. No Bovcott 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 2271 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, 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 Agreement. 31. Prohibition on Bovcottina Enerev Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to 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. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to 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 Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to 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 Page 9111 City Secretary Contract No. trade association. 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 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. 33. Electronic SiEnatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 34. Entirety of Agreement. This Agreement 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. (signature page follows) Page 10111 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Dlanna Giordano (Aug 28, 2025 12:08:29 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 08/28/2025 APPROVAL RECOMMENDED: By: City Secretary Contract No. CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Joanne Hinton Title: Assistant Human Resources Director APPROVED AS TO FORM AND LEGALITY: Name: Holly Moyer Title: Interim HR Director By: �oFFop>° 4 Name: Jessika Williams ATTEST: Title: Assistant City Attorney PA� � �d °Qnq,X6gaa CONTRACT AUTHORIZATION: M&C: By: Form 1295: Name: Jannette Goodall Title: City Secretary VENDOR: Milliman, Inc. By: A't�'l, /A - pe'70 Name: David M. Lang Title: Principal OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 11 1 11 EXHIBIT A SCOPE OF SERVICES Vendor will provide an actuarial analysis for the City's Automobile Liability, General Liability, Employment Practices Liability, and Law Enforcement Liability self -insured programs using loss data as of 9/30/2025. The actuarial analysis will include the following for each of the four reviewed programs: • 9/30/2025 unpaid losses and allocated loss adjustments expenses (ALAE). • Comparison of actual versus expected loss development from 10/l/2024 through 9/30/2025. Reconciliation of unpaid losses for the last five calendar years. Prospective loss and ALAE funding for the 2025/26 fiscal year. Projected unpaid losses and ALAE as of each year end from 9/30/2026 through 9/30/2031. Vendor will provide an actuarial analysis for the City's Workers' Compensation self -insured program using loss data as of 9/30/2025. The actuarial analysis will include the following: • 9/30/2025 unpaid losses and allocated loss adjustments expenses (ALAE). • Comparison of actual versus expected loss development from 10/l/2024 through 9/30/2025. • Reconciliation of unpaid losses for the last five calendar years. • Prospective loss and ALAE funding for the 2025/26 fiscal year. • Projected unpaid losses and ALAE as of each year end from 9/30/2026 through 9/30/2031. Vendor will schedule and attend quarterly meetings with the City's Risk Management team to discuss development and claims activity for the City's self -insured programs in order to assist the City with its financial planning and budgeting between annual analyses. Quarterly meetings will be held virtually. Vendor will also attend virtual quarterly meetings with representative of the City's Manager's Office from 8/1/2025 through 7/31/2026, as necessary. Minor deviations/adjustments to the scope of work are to be anticipated and will not affect the flat fee outlined in Exhibit B. If additional work is requested outside the above scope of work, additional charges may apply. However, Vendor will not perform any additional services or bill for expenses incurred for any services not included in the above scope, unless the City requests and approves in writing the additional costs for such services. City Secretary Contract No. EXHIBIT B -PAYMENT SCHEDULE Vendor will provide services for an all-inclusive flat fee amount of $26,000.00, to be paid at the completion of the 9/30/2025 analysis. It is anticipated the invoice will be sent by 11/30/2025. Should the City request and agree to any additional services outside the original scope, Vendor will invoice for those costs as they are incurred. Payments will be made within 30 days of receipt of an accurate invoice. However, Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. Total compensation under this Agreement, including the all-inclusive flat fee amount of $26,000.00 and any City -approved additional services, will not exceed Twenty -Eight Thousand Dollars ($28,000.00). Itemized breakdown of services as follows: We will provide an actuarial analysis for the City's AL, GL, EPL, and LEL self -insured programs using loss data as of 9/30/2025. ($13,000.00) The actuarial analysis will include the following for each of the four reviewed programs: • 9/30/2025 unpaid losses and allocated loss adjustments expenses (ALAE). • Comparison of actual versus expected loss development from 10/l/2024 through 9/30/2025. • Reconciliation of unpaid losses for the last five calendar years. • Prospective loss and ALAE funding for the 2025/26 fiscal year. • Projected unpaid losses and ALAE as of each year end from 9/30/2026 through 9/30/2031. • Meeting to discuss the 9/30/2025 report. We will provide an actuarial analysis for the City's WC self -insured program using loss data as of 9/30/2025. ($13,000.00). The actuarial analysis will include the following: • 9/30/2025 unpaid losses and allocated loss adjustments expenses (ALAE). • Comparison of actual versus expected loss development from 10/1/2024 through 9/30/2025. • Reconciliation of unpaid losses for the last five calendar years. • Prospective loss and ALAE funding for the 2025/26 fiscal year. • Projected unpaid losses and ALAE as of each year end from 9/30/2026 through 9/30/2031. • Meeting to discuss the 9/30/2025 report. (Optional) We will attend quarterly meetings virtually with the City, if requested. The cost of the three additional quarterly meetings shall not exceed $2,000 in total. An invoice for each quarterly meeting will be issued at the end of the month that follows the meeting.