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HomeMy WebLinkAbout13853 RESOLUTION NO. 13853 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, dated January 1, 2018, 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 Acting 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 authorized and directed 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 implement the transactions described therein. SECTION 4. This Resolution shall become effective upon passage and approval. INTRODUCED December 26, 2017 BY: Ed Brown City Clerk’s Office Item # M-3 Background Paper for Proposed Resolution COUNCIL MEETING DATE: December 26, 2017 TO: President Stephen G. Nawrocki and Members of City Council VIA: Brenda Armijo, Acting 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 $94,250.00. The City will pay the fee in equal monthly payments of $7,854.16. FINANCIAL IMPLICATIONS: Monthly payments in the amount of $7,854.16 will be paid to HUB International Insurance Services, Inc. beginning, January, 2018. 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: Proposed Resolution, Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement"), dated January 1, 2018 (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, 2020. 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: (i) 50% as of the Commencement Date; (ii) an additional 25% on the three-month anniversary of the Commencement Date; and (iii) the remaining 25% 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. 1 1. 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. 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. 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: Sam Azad, City Manager To Advisor: HUB International Insurance Services Inc. 1414W4th St Pueblo, CO 81004 Attn: Jeff Van Gulick, EVP 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 administered by JAMS before resorting to arbitration, litigation or some other dispute resolution procedure. [Signature page follows] IN WITNESS WHEREOF,the parties have signed this Agreement to be effective as of the Commencement Date. HUB INTERNATIONAL CITY Jeff Van Gulick t City of Pueblo, a municipal co .oration gio B B Name:41 AI; Name: Stephen G. Nawrocki President Date: 31N1.- (TX t ) Date: December 26, 2017 ATTESTED BY "IC t2 OJ1JY'VWr ACTING CITY CLERK Exhibit A The Advisor shall perform the following services for the City: I. Property&Liability Annual Fee: $60,500 • 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 II. Workers' Compensation Annual Fee: $33,750 • 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