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HomeMy WebLinkAboutContract 47080 PROFESSIONAL SERVICES AGREEMENT HUB INTERNATIONAL TEXAS,INC. This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through SUSAN ALANIS, its duly authorized Assistant City Manager, and HUB INTERNATIONAL TEXAS, INC. ("Contractor"), a Texas corporation, acting by and through DAVID RASCOE, its duly authorized Chief Sales Officer. For purposes of this Agreement, City and Contractor may each individually be referred to as a "party" and collectively be referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Professional Services Agreement 2. Exhibit A—Statement of Work All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes as though they were set forth at length. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees with good faith and due diligence to serve as the City's broker of record and to provide brokerage and consulting services associated with the placement and administration of all property insurance, boiler and machinery insurance, environmental liability insurance, and other casualty insurance as needed. In particular, Contractor will perform all duties outlined and described in the Statement of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes as though it were set forth at length. The actions and objectives contained in Exhibit"A"are referred to herein as the"Services." 2. TERM. Services shall be provided by Contractor for a three-year initial tem term beginning July 1, 2015 and expiring June 30, 2018, unless terminated earlier in accordance with Section 4 of this Agreement(the "Initial Term"). This Agreement may be renewed for up to two additional one-year periods by signed. written mutual consent of the parties (each a"Renewal Term"). 3. COMPENSATION. Fee As full and complete compensation for all Services described above, Contractor shall be paid a fee of Thirty-Nine Thousand Dollars ($39,000.00) per year for the Services. Contractor's total fee for the term of the Initial Term of the Agreement shall not exceed One Hundred Seventeen Thousand Dollars ($117,000.00). In the event the parties renew this Agreement, Contractor shall be paid a fee Professional Services Agreement,HUB International Texas,Inc.,Page I of 13 �, , RECORD Broker of Record Services �1er 1 !."fir er g T 1 Flr.WORTH, TX of Thirty-Nine Thousand Dollars ($39,000.00) per year for the Services during each Renewal Term. The City shall not be liable for any expenses of Contractor not specified by this Agreement unless the City provides approval for such expenses in writing prior to an expense being incurred. b) Structure of Payments i. The City shall pay the fee for the first year of the Initial Term within thirty days of the date this Agreement is fully executed by both parties. ii. The City shall pay the fee for the second year of the Initial Term within thirty days of the first anniversary date of execution of the Agreement. iii. The City shall pay the fee for the third year of the Initial Term within thirty days of the second anniversary date of execution of the Agreement. iv. The City shall pay the fee for a Renewal Term within thirty days of the date the applicable renewal agreement is fully executed by both parties. v. If, during the Initial Term,this Agreement is terminated prior to the anniversary date of execution of the Agreement, Contractor shall provide City with a refund of its fee for that year, pro-rated to allow Contractor to retain fees attributable to the number of days of Services provided through the effective date of termination. vi. If, during a Renewal Term, this Agreement is terminated prior to end of the then-current term, Contractor shall provide City with a refund of its fee for that year, pro-rated to allow Contractor to retain fees attributable to the number of days of Services provided through the effective date of termination. 4. TERMINATION. 4.1.Written Notice. The City or Contractor may terminate this Agreement at any time, with or without cause, by providing the other party with 30 days' advance written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence, and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the end of the then-current term, the City shall pay Contractor for Services actually rendered up to the effective date of termination, and Contractor shall continue to provide the City with Services requested by the City and in accordance with this Agreement up to the effective date of termination. Professional Services Agreement,HUB International Texas,Inc.,Page 2 of 13 Broker of Record Services 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or anticipated conflicts of interest related to Contractor's Services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. Contractor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor 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. Contractor shall notify the City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. 8. LIABILITYAND INDEMNIFICATION. A. LJABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT Professional Services Agreement,HUB International Texas,Inc.,Page 3 of 13 Broker of Record Services ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. B. GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING 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 NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. INTELLECTUAL PROPERTYINDEMNIFICATION—Seller agrees to defend,settle,or pay, at its own cost and expense, any claim or action against the 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 the City modifies or misuses the software and/or documentation. So long as Seller bears the cost and expense of payment for claims or actions against the City pursuant to this section, Seller 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 Seller 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, Seller shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Seller 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 Seller's duty to indemnify the 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, Seller 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 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 Seller, terminate this Agreement, and refund all amounts paid to Seller by the City, subsequent to which termination City may seek any and all remedies available to City under law. Professional Services Agreement,HUB International Texas,Inc.,Page 4 of 13 Broker of Record Services 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work, pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act(Art. 8308— 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability(Errors &Omissions) $1,000,000 Each Claim Limit Professional Services Agreement,HUB International Texas,Inc.,Page 5 of 13 Broker of Record Services $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 submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees,officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Contractor's insurance policies.Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,Fort Worth,Texas 76102. 13. WARRANTY OF SERVICES. Contractor warrants that its services will be of a professional 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 Contractor's option, Contractor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms to the warranty, or (b) refund the fees paid by the City to Contractor for the nonconforming services. 11. STANDARD OF CARE: COMPLIANCE WITH LAW. Contractor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Contractor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If the City notifies Contractor of any violation of law,rule, or regulation, Contractor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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 including Chapter 17, Article III of the Code of the City of Fort Worth. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. Professional Services Agreement,HUB International Texas, Inc.,Page 6 of 13 Broker of Record Services 14. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 15. BREACH; INFORMAL DISPUTE RESOLUTION. If either City or Contractor has a claim, dispute, or other matter in question for alleged breach of duty, obligations, services rendered, or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or alleged breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, alleged breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non- binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the "Commercial Arbitration Rules and Mediation Procedures" of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 16. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or Professional Services Agreement,HUB International Texas, Inc.,Page 7 of 13 Broker of Record Services representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: To CONTRACTOR: City of Fort Worth HUB International Texas, Inc. Attn: Susan Alanis Attn: David Rascoe 1000 Throckmorton Street 421 West Third Street Fort Worth, TX 76102-6311 Suite 800 Facsimile: (817) 392-8654 Fort Worth, TX 76102 With copy to the City Attorney's Office at same address 17. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. 18. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but if either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (each a "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event.. 19. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 20. GOVERNING LAW/VENUE. This Agreement shall be interpreted and construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. Professional Services Agreement,HUB International Texas, Inc.,Page 8 of 13 Broker of Record Services 19. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 19. 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. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each parry and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 24. COUNTERPARTS. 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. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] Professional Services Agreement,HUB International Texas,Inc.,Page 9 of 13 Broker of Record Services dINoWI „ E WHEREOF,the parties hereto have executed this Agreement in multiples on this the °k ' rr .. 2015. CITY OF FORT WORTH: CITY OF FORT WORTH HUB INTERNATIONAL TEXAS,INC. By- By: Sus n anis, Assistant City Manager David Rascoe, Chief Sales Officer Date: Date: l RECOMMENDED BY: Aaron J. vos, CFO APPROVED AS TO FORM A ND LEGALITY: Denis . McElr )„ Assist �' t •ne �% A T 4 &D ary s 9i ty 5p •etar � rc ✓' 4` NO CONTRAC AUTHORIZATION: M&C: C-27333,Approved June 16,2015 OFFICIAL MCI,= a Professional Services Agreement,HUB International Texas, Inc.,Page 10 of 13 Broker of Record Services EXHIBIT A STATEMENT OF WORK The following services shall be provided to support the efforts to manage the risks and exposures faced by the City and obtain the City's numerous insurance policies including property boiler and machinery, bonds, herd, leased property, Tenant User Liability Insurance Program (TULIP) Contractor's and limited automobile liability policies and other Broker related services associated with the City's coverages or policies including claims and loss control services. DEVELOPMENT 1. Broker shall work closely with the City to develop bid requests to secure property and casualty insurance for the City's insurable risks. 2. Broker shall make available to the City all resources at its disposal to properly collect, organize and review all data placed into the bid request. 3. Broker shall assist the City in development of loss runs for soliciting proposals and internal use. IMPLEMENTATION 1. Broker shall market the City's account to qualified risk service providers, property and casualty insurers. 2. Marketing shall include, but not being limited to,the development of insurance specifications and underwriting criteria, and assistance in developing Requests For Quotations. 3. Broker shall canvass risk service providers and insurance markets,review policies, negotiate premiums/service costs on behalf of the City, and provide consultation and professional advice on proposed changes or enhancements to the program and ongoing advisory services for the duration of the Agreement concerning changes or enhancements to the program. 4. At the direction of City Risk Management,the Broker may be requested to work collaboratively with City Risk Management to review current risk processes and controls. This may include the review of current and future risk based systems. BID OF PROPERTY AND BOILER&MACHINERY INSURANCE PROGRAM 1. Broker shall represent the City in all phases of this project. Broker shall direct negotiations with underwriters and the insurance company under the direction of the City. Placement of any program of insurance will be conducted as a bid request by the Broker directly to insurance market underwriters. 2. Broker shall review bids and assist the City in the selection thereof. No resulting product from the Broker of Record Agreement can be accepted nor bound until approved by the City's Mayor and City Council. All procurement of insurance shall be conducted in accordance with the Texas Local Government Code and all applicable laws. Professional Services Agreement,HUB International Texas,Inc.,Page 11 of 13 Broker of Record Services 3. City Risk Management will schedule bi-annual reviews with the Broker to discuss the current and foreseeable risk environment of the City. The review shall align current and project risk elements specific to current insurance policies and options. 4. Broker shall provide a summary of quotations from all insurance carriers solicited on behalf of the City including comparative data for expiring policies. 5. At the request of City Risk Management,the Broker shall attend select City Council meetings. 6. A review will be conducted between City Risk Management and the Broker for all insurance binders and certificates, as required. ADMINISTRATION 1. Broker shall continue to act in an advisory and consulting role to the City for the duration of the Broker's contract to ensure that the risk management services elected and insurance programs accepted by the City continues to work smoothly and effectively,without lapse in coverage and as expected. 2. Broker may also be required to assist the City in evaluating proposals from the potential contractors for various existing and/or newly developed programs and provide risk services to reduce total cost of risk for City. ACTUARIAL SERVICES 1. If requested, the Broker shall arrange for and coordinate the collection of data for actuarial services on an annual basis for the following lines of coverage: General Liability,Public Officials Liability, Law Enforcement Liability,Auto Liability and Employment Practices. Workers' Compensation is not included. Actuarial studies shall commence during the month of October and separate final reports shall be provided to the City's Risk Manager no later than December 15 of the same year. 2. Broker shall assist directly in the gathering of data and coordination of information necessary to complete all services related to actuarial studies. CLAIMS AUDIT SERVICES Broker shall arrange for and coordinate a claims audit of the City's claims administration program on an every other year basis.Audits shall also include all First Parry and Subrogation claims whether handled in-house or by an outside agency. Final reports resulting from these audits shall be provided to the City's Risk Manager by March 315 of each year. CLAIMS ADMINISTRATION AND CLAIMS MANAGEMENT OVERSIGHT Broker shall provide estimates for damages to City property as well as damages to third parties. INSURANCE AND CONTRACT MANAGEMENT City Risk Management may engage the Broker with a collaborative effort to review current insurance and contract management practices. Professional Services Agreement, HUB International Texas,Inc.,Page 12 of 13 Broker of Record Services LOSS PREVENTION/SAFETY AUDIT SERVICES Broker may be asked to collaborate with City Risk Management for the review and design of a best in class Loss Prevention Program. OTHER SERVICES Broker shall be available to serve in a consulting capacity to the City on insurance or Broker related issues on such projects as the City may request. Consulting service shall include but is not limited to, identifying markets for specialty coverages for vendors or contractors doing business with the City; reviewing contractual/lease provisions; assessing financial strength of insurance companies, risk retention and purchasing groups, captive insurers, and other non-traditional insurance mechanisms. The Broker shall provide advice regarding loss settlement negotiation with primary or excess insurers if needed. When requested,the Broker shall attend meetings with the City staff or the Fort Worth City Council. Professional Services Agreement,HUB International Texas,Inc.,Page 13 of 13 Broker of Record Services