HomeMy WebLinkAboutResolution - 2018-R0112 - USI Southwest, Inc. - 03/22/2018Resolution No. 2018-RO 112
Item No. 6.13
March 22, 2018
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for
and on behalf of the City of Lubbock, a Professional Services Agreement for property/casualty
insurance broker and consulting services between the City of Lubbock and USI Southwest, Inc.,
and related documents. Said Agreement is attached hereto and incorporated in this resolution as
if fully set forth herein and shall be included in the minutes of the City Council.
THAT the City Manager or designee may execute any routine documents and forms
associated with said insurance coverage.
Passed by the City Council on March 22, 2018
DANIEL M. POPE, MAYOR
ATTEST:
JK---
Re`b cca Garza, City Secret)
APPRO D'AS CONTE
Leisa Hutcheson, Director of Human Resources
And Risk Management
APPROVED AS TO FORM:
v
JefWAeh, Assistant City Attorney
vw:ccdocs/RES.PSAgnnt-USI Southwest, Inc.
March 13, 2018
Resolution No. 2018-RO112
PROFESSIONAL SERVICES
AGREEMENT
This Proti ssional Services Agreement ("Agreement") is entered into this 1st day of April,
2018, by and between the City of Lubbock (the "City"), a Texas home rule municipal
corporation, and USI Southwest, Inc.(the "Broker. Consultant"), a Texas corporation.
WITNESSETH
WHEREAS, Broker Consultant has substantial skill and experience in placement of property
and casualty insurance form unicipalities.
WHEREAS, Broker Consultant has demonstrated competence and qualifications to perform
the Services, as defined below, and will perform the Services for a fair and reasonable price,
WHEREAS, the City desires to contract with BrokerConsultant to perlortn services related
to the activities and Broker/Consultant desires to provide the services related to same.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficieâ–ºicy of
,xhich is hereby acknowledged, the City and Broker Consuhant agree a.
s follows:
ARTICLE I
Services
1.01 Broker/Consultant shall conduct all activities and «ithin such time frames, as set forth on
Exhi bit "A", "Scope of Services", attached hereto (tile "Se" ices")
1.02 For the term of the contract, Broker/Consultant shall subcontract with HeritageRM, dba Sanford
& Tatum Insurance Agency in Lubbock, Texas to be the local representative. All fees associated
with such subcontract shall be the responsibility of BrokerConsultant.
ARTICLE li
Compensation and
'Perm
2.01 The consideration to be paid for the Services to be provided the City as described in Article
I shall be S75,000 to be paid within ten (10) business days of the final execution of this
Agreement and within ten ( 10) Business days of the execution of file renewal hereof.
2.02 ALL PLACENIENT OF COXI11IERCIAL INSURANCE FOR THE CITY SIIALL 13E
NET OF CCININIISSION TO THE BROKER/CONSULTANT AND ANY SUB-
CONTRACTOR OR AGENT THEREOF, AND SHALL BE PURSUANT TO LOCAL
GOVERNMENT CODE, CHAPTER 252.024, PURCHASING AND CONTRACTING
AUTHORITY OF MUNICIPALITIES, AND OTHER APPLICABLE LAW.
2.03 This term of this Agreement shall be one year and may be renewed for two (2) additional one
(1) year terms upon execution of a written agreement by the Broker/Consultant and the City
Manager of the City, but shall not extend, in any case, beyond April 1, 2021. Additionally,
the City or the Broker/Consultant may terminate this Agreement at any time by providing
thirty (30) days written notice to the other, however, if the Broker/Consultant has completed
the "Insurance Brokerage Services" outlined in Exhibit "A", the annual fee for that term is
guaranteed to the Broker/Consultant by lice City.
2.04 Upon tennination of the Agreement, Broker/Consultant shall promptly deliver to the City all its
records of all matters relating to this Agreement.
ARTICLE III
Independent Contractor
3.01 It is understood and agreed that Broker/Consultant is to perform the Services in a sound and
professional manner and exercising the degree of care, skill, and diligence in tite performance
of the Services as is exercised by a professional Broker/Consultant under similar
circumstances and Broker/Consultant hereby warrants to the City that the Services shall be so
performed. Further, Broker/Consultant is and shall be considered at all times an independent
contractor under this Agreement and/or in its service, hereunder. During the performance of
the Services under this Agreement, Broker/Consultant and Broker/Consultant's employees will
not be considered, for any purpose, employees or agents of the City within the meaning or
the application of any federal, state or local law or regulation, including without limitation,
laws, rules, or regulations regarding or related to unemployment insurance, old age benefits,
workers compensation, labor, personal injury, or taxes of any kind.
3.02 The Broker/Consultant will retain its records of all matters relating to this Agreement in
accordance with the Broker/Consultant's record retention policy, a copy of which will be made
available to the City upon request, and all applicable laws and regulations. In no event, however,
shall the Broker/Consultant destroy or tail to maintain records relating to the services provided
for the City prior to the termination date of this contract.
ARTICLE IV
Events of Default/Remedies
4.01 City's Defaults/Broker/Consultant's Remedies. In the event the City shall default in the
performance of any term or provision of this Agreement for anv reason other than failure by
Broker/Consultant to perform hereunder, Broker/Consultant may, it' said default shall be
continuing after five (5) days' notice of such default is deemed received by the City, exercise
any right or remedy available to it by law, contract, equity, or otherwise.
4.02 Broker/Consultant's Defaults/City's Remedies. In the event Broker/Consultant shall
default in the performance of any term or provision of this Agreement for any reason other
than failure by the City to perform hereunder, the City may, if said default shall be continuing
after five (5) days' notice of such default is deemed received by Broker/Consultant,
exercise any right or remedy available to it by law, contract, equity, or otherwise, including
without limitation, specific performance and/or the right to terminate this Agreement without
additional notice. The remedies set forth herein are cumulative and not exclusive, and may be
exercised concurrently.
ARTI CLE V
Insurance
5.01 Broker/Consultant shall procure and carry, at its sole cost and expense through the life of this
Agreement, insurance protection as liereinafter specified, in form and substance satisfactory to
City, carried with an insurance company authorized to transact business in the state of' Texas,
covering all aspects and risks of loss of all operations in connection with this Agreement,
including without limitation, the indemnity obligations set forth herein. Broker/Consultant shall
obtain and maintain in full force and effect during the term of this Agreement, commercial
general liability, professional liability, and automobile liability coverage with insurance carriers
admitted to do business in the state of Texas. The insurance companies must carry a Best's
Rating of A-VI1 or better. The policies, with the exception of' Professional Liability, will be
written on an occurrence basis, subject to the following minimum limits of liability:
Professional Liability:
Combined Single Limit: 54.000.000
General Liability:
Combined Singic Limit
fi 1.000.000
Automobile Liability:
Combined Single Limit for any auto: $1,000.000
The City shall be granted a waiver of subrogation under the Professional Liability and
Automobile Liability policies. Broker. Consultant, or their agent, shall provide to the City
evidence of coverage. Broker/Consultant shall elect to obtain worker's compensation coverage
pursuant to Section 406.002 of tite TEXAS LA BOR CODE. Further, Broker Consultant shall
maintain said coverage throughout the tern, of this Agreement and shall comply with all
Provisions of "Title j of the 17EXAS LABOR CODE to ensure that the Broker/Consultant
maintains said coverage. The Broker Consultant may maintain Occupational Accident and
Disability Insurance in lieu of Worker's Compensation_ In either event, the policy must be
endorsed to include a waiver of subrogation in favor of the City of Lubbock.
Broker Consultant shall provide to the City evidence of coverage.
If at any time during the life of the Agreement or any extension hereof, Broker/Consultant fails
to maintain tine required insurance in full force and effect, Broker/Consultant shall be in
breach hereof and all work under the Agreement shall be discontinued immediately.
ARTICLE VI
Miscellaneous
6.01 The Broker Consultant may engage other persons or consultants ("Sub -contractor") in order
to perform all or part of the service's outlined to Exhibit "A". Any expenses relating to tile
engagement of any Sub -contractor shall be the sole responsibility of the
Broker Consultant.
6.02 Broker Consultant shall comply with all laws, statutes, regulations, ordinances, rules, and any
other legal requirement related to, in any way, planner or form, the performance of the Services
contemplated herein.
6.03 Any notice required by tlli . Agreement ;hall be deemed to be properly screed, if(i) provided in
person or by electronic means; or (ii) deposited in the United States mail by certified letter,
return receipt requested, addressed to the recipient at recipient's address shown below, subject to
the right of either party to designate a different address by notice given in the manner just
described. Notice shall be deemed to be received when delivered it' provided in person or by
electronic means or, if deposited in the United States mail, as set forth above, three (3) days
after depositing such notice in the United States mail, as set forth above.
For Citv:
Leisa FI utclieson, Director of Human Resources and Risk Management
P.O. Box 2000 Lubbock,
Texas 79457
Facsimile: (806) 775-3316
w/copy to:
City Attorney
P.O. Box 2000
Lubbock, Texas
79457
Facsimile: (806) 775-3307
For Broker/Consultant:
Robb Pridemore, President-USI El Paso
USI Southwest, Inc.
2505 E Missouri Ave
El Paso, Texas 79903
Facsimile: (806) 792-9344
6.04 The City reserves the right to exercise any right or remedy available to it by law, contract, equity or
otherwise, including without limitation the right to seek any and all forms of relief in a court of
competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to
exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are
cumulative and not exclusive, and may be exercir,ed cancurrently. To the extent of any conflict
between this provision and another provision in, or related to, this document, the former shall
control.
6.05 THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT
REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF
THE LA WS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF TIME PARTIES
CREATED BY THIS AGREEMENT ARE PERFORMABLE, AT LEAST IN PART, IN
LUBBOCK COUNTI-, TEXAS. VEN UE FOR ANY ACTION BROUGHT PURSUANT TO
THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL
EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS.
6.06 This Agreement represents the entire and sole agreement between the City and
Broker/Consultant with respect to the subject matter hereof and supersedes any and all prior
negotiations, understandings, representations or other agreements, whether written or oral.
This Agreement may not be modified or amended except in writing and duly executed by
each party hereto.
6.07 Nothing contained herein shall be construed to imply a joint venture, joint enterprise,
partnership or principal -agent relationship between Broker/Consultant and the City.
6.08 If any provision of this Agreement is declared invalid or unenforceable, such provision shall
be deemed modified to the extent necessary to render it valid and enforceable so long as
said modification is reasonably within the intent the parties as originally expressed. In
the event such provision may not be so modified, the unenl'orceability or invalidity of any
provision shall not affect any other provision of this Agreement, and this Agreement shall
continue in force and effect as ifsuch provision had not been included in this Agreement.
6.09 Any and all documents, drawings and specifications prepared by Broker/Consultant as part
of the Services hereunder, shall become the property of the City when Broker/Consultant has
been compensated as set forth i n Section 2.01, above.
6.10 A waiver by either City or Broker/Consultant of a breach of this Ageement must be in
writing to be effective. In the event either party shall execute and deliver such waiver, such
waiver shall not affect the waiving party's rights with respect to any other or subsequent
breach.
6.11 Neither City nor Broker/Consultant may assign this Agreement, in whole or in part, without
the written consent of such assignment by the non -assigning party except as respects to
Section 6.01 above. City and Broker/Consultant each bind itself or himself, their legal
representatives and permitted assigns in respect to all provisions of this Agreement.
6.12 Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever
to any party other than City and Broker/Consultant.
6.13 Broker/Consultant represents and warrants to City that it has taken all actions necessary to
authorize the party executing this Agreement to bind, in all respects, Broker/Consultant to
all terms and provisions of this Agreement, and that such person possesses authority to
execute this Agreement and bind Broker/Consultant hereto.
6.14 Broker/Consultant further represents and warrants to City that Broker/Consultant is properly
and currently licensed by the State of Texas to undertake the activities contemplated by this
Agreement, and will remain so licensed for the duration of the Agreement.
IN WITNESS WIIERL•01- the parties haNc executed this Agreement by their duty
authorized representatives as of tile date first written above,
USI Southwest, Inc.
Robb Pridemore, President
USI El Paso
City of Lubbock
Daniel M. Pope, Mayor
ATTEST:
Reb cca Garza, City
Sec Lary
APPROVED AS TO CONTENT:
El
Leisa Ilutcheson,
Director of Human
Resources and Risk
Management
APPROVED AS TO FORM:
r
Jeff Hartsell, Deputy City Attorney
Exhibit "A"
Scope of Services
A. Insurance Brokerage Services Included:
1. Represent the City in all negotiations with insurance providers on all issues including those
related to premiums, plan designs, and contracts;
2. Prepare applications and supporting documents based on data collected and direct input from the
City to solicit proposals/quotes for all insurance contracts, including but not limited to third party
administration and risk assessments;
3. Analyze and evaluate proposals/quotes received for renewals based on cost, claim payment
procedures, customer service, carrier reputation and financial responsibility and any other unique
or required features;
4. Provide proposals/quotes to City for insurance carriers whose Best's Rating is A-VII or better, or
in the event the carrier's Best's Rating does not meet this criteria, sufficient rationale shall be
presented to the City for approval prior to placement, however, nothing in this Agreement shalt
City's risk;
make the Broker/Consultant responsible for the solvency of any insurer with which it places
5. Recommend to the City the most economical programs based on premium to transfer risk relative
to the amount of risk retained;
6. Provide City with sufficient information on all proposals/quotes received for all insurance
contracts; and
7. Provide due diligence marketing report for each line of coverage marketed.
B. Execution of Contracts and Agreements Included:
I. Ensure that contracts from insurance providers are executed and delivered as expeditiously as
possible upon payment of premiums by the City;
2. Review and ensure the accuracy and correctness of insurance contracts prior to delivery to City;
and
3. Assist in resolution of conflicts with insurance carriers that may arise during the term of the
contracts.
C. Presentations and Meetings Included:
1. Prepare and present insurance placement to Executive Management and Council;
2. Prepare and present stewardship reports to Executive Management and Council as requested,
however no more than biannually;
3. Meet with Executive Management as needed for special or unique circumstances; and
4. Confer, in person, by phone or email, with Risk Management, as necessary, to assure the delivery
of Services.
D. Consultation Included:
I . Provide resources, as necessary, to advise City on various insurance matters;
2. Assist City with risk transfer/retention for contracts, leases and bonds;
3. Conduct biannual claim reviews with Executive Management and/or Risk Management to
identify potential Ioss control measures that would be beneficial to the City; and
4. Analyze City's loss exposure and advise the City of any inadequacies of coverage in existing
policies and make appropriate recommendations.
5. Explore options, and upon City's approval, place coverages not currently purchased by the City
E. Other Requirements Included:
1. Performing required services on a timely basis;
2. Providing timely, comprehensive and clear reporting;
3. Prepare Certificate of Insurance forms as requested by the City;
4. Coordinate special projects requested by the City; and
5. Obtain insurance company loss runs as requested by the City.
TOTAL COMPENSATION FEE: $75,000
Current City insurance policies anticipated for renewal:
I. Municipal package excess liability to include; general liability, automobile liability with UM/LnM
and med pay, law enforcement liability, public officials errors and omissions, employee benefits
administration, and employment practices liability;
2. Property insurance;
3. Property insurance for Montford Dam;
4. Inland marine insurance including fine arts, radio towers, and broadcasting and sound equipment;
5. Boiler and machinery insurance;
6. Crime insurance
7. Airport liability insurance with airport owner's liability and non -owned aircraft liability
8. Pipeline liability insurance
9. Tenant user lease insurance policy (TULIP)
10. Workers' compensation
11. Cyber liability
CERTIFICATE OF INTERESTED PARTIES FORM 1295
loll
Complete Nos. 1- 4 and 6 if there are interested part es OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business.
US] Southwest, Inc.
2018-316483
El Paso, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/20/2018
being filed.
City of Lubbock, TX Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
RFP 18-13802-KM
Consulting and Broker Services for City Property and Casualty Insurance
4 Nature of interest
Name of Interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party. a
a
6 UNSWORN DECLARATION
My name is Robb Pridemore , -A my date of birth is ,
My address is 2505 E. Missouri _ EI Paso TX , 79903 USA
(street) (city) (state) (zip code) (country)
declare under penalty o' perjury that the foregoing is true and correct,
Executed in El Paso County County, Slate of Texas on the 20th day of _ February , 2018
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www ethics.state_tx.us Version V1.0.5523
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2018-316483
USI Southwest, Inc.
El Paso, TX United States
Date Filed:
02/20/2018
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Lubbock, TX
Date Acknowledged:
03/21/2018
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
RFP 18-13802-KM
Consulting and Broker Services for City Property and Casualty Insurance
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
5
Check only if there is NO Interested Party.
X
6
UNSWORN DECLARATION
My name is and my date of birth is
My address is I ,
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of , 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
corms provided by I exas ttnlcs t:ommisslon www.ethics.state.tx.us Version V1.0.5523