HomeMy WebLinkAbout13132RESOLUTION NO. 13132
A RESOLUTION APPROVING A PROFESSIONAL
SERVICES AGREEMENT BETWEEN THE CITY OF
PUEBLO, A MUNICIPAL CORPORATION, AND HUB
INTERNATIONAL INSURANCE SERVICES, INC.
RELATING TO RISK MANAGEMENT SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Professional Services Agreement between the City of Pueblo and HUB
International Insurance Services, Inc. relating to risk management services for 2015 and
2016, a copy of which is attached hereto, having been approved as to form by the City
Attorney, is hereby approved.
SECTION 2.
The President of the City Council is authorized to execute and deliver the
Professional Services Agreement in the name of the City and the City Clerk is directed
to affix the seal of the City thereto and attest same.
SECTION 3.
The officers and staff of the City are directed and authorized to perform any and
all acts consistent with the intent of this Resolution and the attached Professional
Services Agreement which are necessary or appropriate to effectuate the transactions
described therein.
SECTION 4.
This Resolution shall become effective upon passage and approval.
INTRODUCED: December 22, 2014
BY: Ed Brown
City Clerk’s Office Item # M-2
Background Paper for Proposed
Resolution
COUNCIL MEETING DATE: December 22, 2014
TO: President Stephen G. Nawrocki and Members of City Council
VIA: Gina Dutcher, City Clerk
FROM: Sam Azad, City Manager
SUBJECT: A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND HUB
INTERNATIONAL INSURANCE SERVICES, INC. RELATING TO RISK
MANAGEMENT SERVICES
SUMMARY:
Attached is a Resolution approving a professional services agreement between the City and
HUB International Insurance relating to risk management services.
PREVIOUS COUNCIL ACTION:
City Council has passed previous Resolutions which approved risk management services
agreements with HUB International.
BACKGROUND:
HUB International Insurance Services, Inc. will provide professional risk management services
relating to property, third party liability, workers’ compensation, claims advocacy, and loss
control to the City and its departments and agencies for a total fee of $91,494. The City will pay
the fee in equal monthly payments of $7,624.50 during 2015 and 2016. This is the same
monthly charge as in 2014.
FINANCIAL IMPLICATIONS:
Monthly payments in the amount of $7,624.50 will be paid to HUB International Insurance
Services, Inc. in 2015 and 2016.
BOARD/COMMISSION RECOMMENDATION:
Not applicable.
STAKEHOLDER PROCESS:
Not applicable.
ALTERNATIVES:
Failure to approve this Resolution will result in the discontinuation of risk management services
being provided to the City.
RECOMMENDATION:
Approve the Resolution.
Attachments:
Professional Services Agreement
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement"), with an effective date of
January 1, 2015 (the "Commencement Date"), is hereby entered into by and between the City of Pueblo, a
Municipal Corporation,(the"City"), and HUB International Insurance Services, Inc. (the"Advisor").
WHEREAS, the City desires to engage the Advisor to perform certain risk management services
for City, including its boards, commissions, elected bodies, departments, enterprises, and controlled
nonprofit corporation, including but not limited to the services as more fully outlined in Exhibit A and the
placement and/or servicing of certain of the City's insurance coverages, and the Advisor desires to perform
such services for the City, in each case on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good
and valuable consideration,the parties agree as follows:
1. Engagement. The City hereby engages the Advisor to perform the professional services as
described in Exhibit A, Sections I, II, III, IV, V,and VI hereto(the "Consulting Services").
2. Term of Agreement. The term of this Agreement shall begin upon the Commencement
Date and shall continue through December 31, 2017. This Agreement will automatically renew based on annual
appropriation of funds.
3. Compensation; Compensation Disclosure.
(a) The City shall pay to the Advisor, and the Advisor shall accept from the City, for the
Consulting Services to be rendered by the Advisor, an annual fee in the amount set forth in Exhibit A (the
"Fee"), payable in monthly installments equal to one-twelfth of the annual Fee.
(b) In the event the Advisor serves as the insurance producer placing insurance policies on
behalf of the City, the Advisor or its affiliates may receive standard commissions from the insurance
carrier issuing each underlying insurance policy. In such instances where the Advisor receives standard
commissions from an insurance carrier for an underlying insurance policy, the Advisor will credit the Fee
for the full amount of the commission received. The Advisor or its affiliates may also receive contingent
commissions, profit sharing payments, bonuses, override commissions, or other profit, volume or
incentive-based non-standard payments from each such insurance carrier which will not be credited against
the Fee. The City hereby expressly acknowledges its understanding of such arrangements. Upon request
by the City, the Advisor will promptly provide to the City additional information about the commissions
the Advisor expects to receive, based in whole or in part upon the placement of insurance policies by the
City, and the compensation that the Advisor expected to receive on any alternative quotes the Advisor may
have received, on behalf of the City. The City's entry into this Agreement does not obligate the City to
purchase any insurance product through the Advisor.
(c) The Fee shall be deemed earned by the Advisor in accordance with the following schedule
for each twelve month term: (i) 50 % as of the Commencement Date; (ii) an additional 25 % on the three-
month anniversary of the Commencement Date; (iii) ; and (iii) the remaining % on the six -month
anniversary of the Commencement Date. Notwithstanding the foregoing, the net Fee after the credits have
been applied shall be payable monthly as provided in subsection (a)of this section.
4. Services of Others. If the City requests the Advisor to arrange for the services of others,
the fees and expenses of such others will be paid or reimbursed by the City. This excludes the Experience
Modification Financial Analysis by William Young of Workers Compensation Experience Analytics, the
cost of which is paid for by the Advisor.
5. Review of Policies. The City acknowledges that the Advisor may not have the authority to
make binding commitments on behalf of insurers regarding the issuance of coverages, rates or other terms
and conditions of coverage. The Advisor shall review all policies, certificates and endorsements delivered
to it by insurers or intermediaries for the purpose of confirming their accuracy and conformity to
negotiated specifications, and advise the City concerning same. To the extent the City may review any
policies, certificates and endorsements delivered to it, it shall promptly advise the Advisor of any
discrepancies or inconsistencies actually detected by City, recognizing that City is not an expert and does
not employ on its staff any professionals in insurance.
6. Expenses. Except as otherwise set forth herein, the Advisor shall be responsible for all
expenses incurred by it in connection with the provision of the Consulting Services hereunder; however, if
the City requests that the Advisor travel outside of and away from the office of the Advisor, the City shall
be responsible for the Advisor's reasonable expenses including travel, meals and lodging.
7. Communications. The Advisor will be entitled to rely, without investigation or inquiry,
upon any written communication by the City or its agents to the Advisor, provided such information is of
the type or kind reasonably and ordinarily relied upon by professionals engaged in the types of services
furnished by Advisor under this Agreement.
8. Confidential Information. All information received by the Advisor in performing the
Consulting Services (except information which is publicly known or which is made known or available to
the public by the City) shall be treated by the Advisor as confidential and not be revealed to any other
persons, firms or organizations except as required in the performance of this Agreement. Records
provided to the Advisor by the City will remain the City's property and will be returned by the Advisor to
the City upon request; provided, however, that the Advisor shall be permitted to retain copies of such
records to the extent required in the ordinary course of business or by law. The Advisor retains the sole
rights to all of its proprietary computer programs, methods and procedures and to all underwriting and
client files developed by the Advisor.
9. Termination.
(a) In the event of a default, as described below, this Agreement may be terminated
immediately by the non-defaulting party. Any one of the following events shall constitute a default of this
Agreement, regardless of any other effect or result:
(i) if the City fails to pay any monies due the Advisor pursuant to this Agreement
within thirty(30)days of the applicable date due; or
(ii) if either of the parties commits a breach of any material obligation, warranty,
acknowledgment or representation of this Agreement that is not remedied within thirty (30) days
after such party has received written notice of such breach.
(b) This Agreement may be terminated by either party in its sole discretion and without cause
upon thirty(30)days prior written notice to the other party.
(c) The City acknowledges that early termination of this Agreement shall not entitle the City
to a refund of any portion of the Fee earned prior to the effective date of such termination. Any unearned
portion of the Fee shall be returned to the City within thirty (30) days following the effective date of the
termination of this Agreement.
10. Independent Contractor. The Advisor shall furnish the Consulting Services as an
independent contractor, and not as an employee of the City. The parties intend to have an independent
contractor relationship, and do not intend to have a relationship in the nature of an employer-employee,
partnership,joint venture or agency. Neither party shall represent to any other person or entity that the
relationship between the City and the Advisor is anything other than an independent contractor
relationship.
11. Publicity. The Advisor shall not use the City's name and logo in any advertising nor in
the marketing materials of the Advisor, provided that the name of the City may be given as a reference as a
client for whom Advisor provides or has provided professional services; and provided further, that the
Advisor's use pursuant to this Section 11 shall be subject to any additional restrictions or guidelines which
may be provided from time to time by the City to the Advisor.
12. Assignability; Successors. This Agreement, and the parties' rights and obligations
hereunder, may not be assigned or assumed by another without the prior written consent of the other party.
This Agreement shall inure to the benefit of, and be binding upon the parties hereto, their successors,
permitted assigns or legal representatives.
13. Waivers. No waiver of any default or breach of this Agreement shall be deemed a
continuing waiver or a waiver of any other breach or default.
14. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the state of Colorado without regard to principles of conflicts of law. Venue
for any action arising under this Agreement or for the enforcement of this Agreement shall be in a
state court with jurisdiction located in Pueblo County, Colorado. To the maximum extent permitted by
law, each party to this Agreement waives its right to a jury trial.
15. Severability. The provisions of this Agreement are intended to be interpreted in a manner
which makes them valid, legal and enforceable. In the event that any provision of this Agreement is found
to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to
the extent and in the manner necessary to render it valid, legal and enforceable. It is expressly understood
and agreed between the parties that such modification or restriction may be accomplished by mutual
accord between the parties or, alternatively, by disposition of an arbitrator or a court of law. If such
provision cannot under any circumstances be so modified or restricted, it shall be excised from this
Agreement without affecting the validity, legality or enforceability of any of the remaining provisions.
16. Entire Agreement. This Agreement, together with its exhibits "A," "B," and "1" represent
the parties' entire agreement concerning the subject matter hereof and integrates all previous oral and
written agreements and understandings between them. The parties mutually acknowledge that any
representations they made or raised prior to the execution of this Agreement are void unless made a part of
this Agreement.
17. Subsequent Documents. The parties agree that each will timely execute any further
documents that will be reasonably necessary to effect any term, condition or other part or aspect of this
Agreement.
18. Amendment. No provision of this Agreement may be amended, augmented or in any way
modified except in writing, signed by a duly authorized representative of each of the parties.
19. Notices. Any notice required to be given pursuant to the provisions of this Agreement
shall be in writing, delivered in person or by certified U.S. mail, return receipt requested, and addressed to
the parties at the following addresses:
To City: City of Pueblo
P.O. Box 1427
Pueblo,CO 81002-1427
Attn: City Manager
•
To Advisor: HUB International Insurance Services Inc.
1414W4th St
Pueblo,CO 81004
Attn: Robert Torrez
The parties may change these addresses by giving written notice of the change.
20. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of such counterparts shall together constitute one and the
same instruments.
21. Headings. The headings used in this Agreement have been inserted only to assist with
reference and are not a part of the parties' intended agreement.
22. Force Majeure. Neither of the parties shall be liable to the other for any failure to satisfy
an obligation or warranty under this Agreement due to any cause beyond a party's reasonable control
including, but not limited to, inclement weather, Acts of God, war, riot, terrorist acts, malicious acts of
damage, civil commotion, industrial dispute, power failure or fire.
23. Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach
thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith
to settle the dispute by mediation before resorting to arbitration, litigation or some other dispute resolution
procedure.
24. State-imposed Mandates Prohibiting Illegal Aliens from Performing Work
24.1. At or prior to the time this Agreement is executed, Advisor shall submit to the
City its certification that it does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement and that the Advisor will participate in either the "E-Verify
Program" created in Public Law 208, 104th Congress, as amended and expanded in Public Law 156,
108th Congress, as amended, that is administered by the United States Department of Homeland
Security or the "Department Program" established pursuant to §8-17.5-102(5)(c) C.R.S. that is
administered by the Colorado Department of Labor and Employment in order to confirm the
employment eligibility of all employees who are newly hired for employment to perform work under
this Agreement.
24.2. Advisor shall not:
24.2.1. Knowingly employ or contract with an illegal alien to perform
work under this Agreement;
24.2.2. Enter into an Agreement with a contractor that fails to certify
to Advisor that the contractor and subcontractors, if any, does not knowingly employ
an illegal alien to perform work under this Agreement.
24.3. The following state-imposed requirements apply to this Agreement:
24.3.1. The Advisor shall confirm the employment eligibility of all
employees who are newly hired for employment to perform work under this
Agreement through participation in either the E-Verify Program or Department
Program.
24.3.2. The Advisor is prohibited from using either the E-Verify
Program or Department Program procedures to undertake pre-employment screening
of job applicants while this Agreement is being performed.
24.3.3. If the Advisor obtains actual knowledge that a contractor or
subcontractor performing work under this Agreement knowingly employs or contracts
with an illegal alien, the Advisor shall:
A. Notify the contractor or subcontractor and the City within three (3) days that
the Advisor has actual knowledge that the contractor or subcontractor is
employing or contracting with an illegal alien; and
B. Terminate the contract or subcontract if within three (3) days of receiving the
notice required above the contractor or subcontractor does not stop employing
or contracting with the illegal alien; except that the Advisor shall not terminate
the contract or subcontract with the contractor or subcontractor if, during such
three (3) days, the contractor or subcontractor provides information to
establish that the contractor subcontractor has not knowingly employed or
contracted with an illegal alien.
24.3.4. Advisor is required to comply with any reasonable request by
the Colorado Department of Labor and Employment (hereinafter referred to as
"CDLE") made in the course of an investigation that CDLE is undertaking pursuant to
its authority under §8-17.5-102(5), C.R.S.
24.4. Violation of this Section by the Advisor shall constitute a breach of Agreement
and grounds for termination.
24.5 As used in this Section, the terms "contractor" and "subcontractor" shall mean
any contractor or subcontractor of Manager rendering services within the scope of this
Agreement.
25. PERA liability.
Advisor shall reimburse the City for the full amount of any employer contribution required to be paid
by the City of Pueblo to the Public Employees' Retirement Association ("PERA") for salary or other
compensation paid to a PERA retiree performing contracted services for the City under this
Agreement. The completed PERA form shall be attached as part of this signed Agreement.
26. TABOR Compliance
No Multi-Fiscal Year Obligation on City. This Agreement is expressly made subject to the
limitations of the Colorado Constitution. Nothing herein shall constitute, nor be deemed to constitute,
the creation of a debt or multi-year fiscal obligation or an obligation of future appropriations by the
City Council of Pueblo, contrary to Article X, § 20 Colorado Constitution or any other constitutional,
statutory or charter debt limitation. Notwithstanding any other provision of this Agreement, with
respect to any financial obligation of the City which may arise under this Agreement in any fiscal year
after 2014, in the event the budget or other means of appropriations for any such year fails to provide
funds in sufficient amounts to discharge such obligation, such failure shall not constitute a default or
breach of this Agreement by the City. The obligations of the City under this Agreement are subject to
annual appropriations made for that purpose by the City Council of Pueblo.
IN WITNESS WHEREOF, the parties have signed this Agreement to be effective as of the
Commencement Date.
HUB INTERNATIONAL CITY
City of Pueblo,a municipal : :ora
By: I L / By:
Robert Torrez ./ tephen . awrocki
President of the City Council
Date: % 51/5 Date:
6- GGmgete 222 0201`/
ATTESTED BY:
ity Clerk
APPROVED AS TO FORM:
• r tied t_ .
Daniel C. Kogovsek
City Attorney
6'
Exhibit A
The Advisor shall perform the following services for the City:
I. Property&Liability Annual Fee: $58,752
• Preparation,negotiation,and placement of insurance programs for the City of Pueblo,it's Enterprises and controlled
Nonprofit corporations including:
• CIRSA
• Airport
• Boiler&Machinery
• Honor Farm
• Pueblo Transit
H. Workers'Compensation Annual Fee: $32,742
• Evaluation and Placement of Surety Bond
• Placement of Specific Excess Insurance
• Prepare Self-Insurance Permit Renewal with Department of Labor,including assistance with tax computations
• Development of Experience Modification
• Submission of Experience Modification to National Council on Compensation Insurance(NCCI).
• Prepare semi-annual tax reports
• Placement of Coverage for Pueblo Transit
III. Risk Management Services Annual Fee: Included
• Risk Management Officer for City of Pueblo
• Adhere to the Risk Management Policy Statement
• Prepare insurance and retention fund budget
• Monthly reconciliation of retention fund to budget
• Develop Annual Auditor's Report to City's Finance Department
• Develop Annual Reserve Analysis-Claim development and forecasting
• Furnish requested information to City's Auditor for use in preparing City's annual report.
• Assist in investigation of employee injuries when requested by City
IV. Claims Advocacy Services Annual Fee: Included
• Receive&Process all claims for CIRSA
• Troubleshoot third-party liability/workers'compensation claims and/or suits
• Assist with Third Party negotiation
• Bi Annual Workers' Compensation Specific Excess Reimbursement requests
• Assist with Return to Work efforts working with Return to Work Specialists
V. Loss Control Services Annual Fee: Included
• Advise City on Loss Prevention and Incentive Programs
• Assist with CIRSA Loss Control Surveys
• Assist with management of Sewer Enterprise No-Fault Back-up Program
• Conduct Quarterly Executive Safety Committee meetings
• Support with insurance vendor's recommended Safety&Awareness Training
• Conduct Newly Elected Officials program in conjunction with City and CIRSA legal team
• Attend Pueblo Transit Safety Review Committee meetings and assist with Safety awards.
VI. Services For Which Hub Acts As Advisor Only Annual Fee: Included
• Contract review with regard to insurance matters in coordination with the City's Law Department
VII. Employee Benefits Annual Fee: N/A
• Program management and administration covered under separate Professional Services Agreement