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09-193 , Resolution No. 09-193 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH RISK RESOURCES FOR LIABILITY INSURANCE CONSULTING SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall, City Manager, and Diane Robertson,City Clerk, be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Risk Resources for liability insurance consulting services, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: August 26, 2009 Adopted: August 26, 2009 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk • PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this 4th day of August, 2009, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and Risk Resources (hereinafter referred to as "CONSULTANT"). WHEREAS, the CITY desires to engage the CONSULTANT to furnish certain professional services in connection with the City of Elgin Insurance Program (hereinafter referred to as the PROJECT). AND WHEREAS, the CONSULTANT represents that he is in compliance with Illinois Statutes relating to professional registration of individuals and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW, THEREFORE, it is hereby agreed by and between the CITY and the CONSULTANT that the CITY does hereby retain the CONSULTANT for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged to act for and represent it in all consulting matters involved in the PROJECT, subject to the following terms and conditions and stipulations, to-wit: I. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the Director of Human Resources of the CITY, herein after referred to as the "DIRECTOR". B. A detailed Scope of Services is attached hereto as Attachment A. II. PROGRESS REPORTS A. The Consultant will submit to the Director monthly a Status Report keyed to the Project Schedule. A brief narrative will be provided identifying progress, findings and outstanding issues. III. WORK PRODUCTS All work products prepared by the CONSULTANT pursuant hereto including, but not limited to, reports, designs, calculations, work drawings, studies, photographs, models and recommendations shall be the property of the CITY and shall be delivered to the CITY upon request of the DIRECTOR provided, however, that the CONSULTANT may retain copies of such work products for its records. Such work products are not intended or represented to be suitable for reuse by the CITY on any extension to the PROJECT or on any other project, and such reuse shall be at the sole risk of the CITY. IV. PAYMENTS TO THE CONSULTANT (Not To Exceed Method) A. For services provided the CONSULTANT shall be reimbursed at the rate of $240/hour for professional personnel employed on this PROJECT, and $50/hour for clerical personnel with the total fee not to exceed $16,000 regardless of the actual costs incurred by the CONSULTANT unless substantial modifications to the scope of the work are authorized in writing by the DIRECTOR. B. For outside services provided by other firms or subconsultants, the CITY shall pay the CONSULTANT the invoiced fee to the CONSULTANT, plus n/a. C. The CITY shall make periodic payments to the CONSULTANT based upon actual progress within 30 days after receipt and approval of invoice. Said periodic payments to the CONSULTANT shall not exceed the amounts shown in the following schedule, and full payments for each task shall not be made until the task is completed and accepted by the DIRECTOR. V. INVOICES A The CONSULTANT shall submit invoices in a format approved by the CITY. Progress reports (IIC above)will be included with all payment requests. B. The CONSULTANT shall maintain records showing actual time devoted and cost incurred. The CONSULTANT shall permit the authorized representative of the CITY to inspect and audit all data and records of the CONSULTANT for work done under this Agreement. The CONSULTANT shall make these records available at reasonable times during the Agreement period, and for a year after termination of this Agreement. VI. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof, the CITY may terminate this Agreement at any time upon fifteen (15) days prior written notice to the CONSULTANT. In the event that this Agreement is so terminated, the CONSULTANT shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not exceed the task amounts set forth under Paragraph IV above. VII. TERM This Agreement shall become effective as of the date the CONSULTANT is given a notice to proceed and, unless terminated for cause or pursuant to Article V, shall be deemed concluded on the date the CITY determines that all of the CONSULTANT's work under this agreement is completed. A determination of completion shall not constitute a waiver of any rights or claims which the CITY may have or thereafter acquire with respect to any term or provision of the Agreement. VIII. NOTICE OF CLAIM If the CONSULTANT wishes to make a claim for additional compensation as a result of action taken by the CITY, the CONSULTANT shall give written notice of his claim within 15 days after occurrence of such action. No claim for additional compensation shall be valid unless so made. Any changes in the CONSULTANT's fee shall be valid only to the extent that such changes are included in writing signed by the CITY and the CONSULTANT. Regardless of the decision of the DIRECTOR relative to a claim submitted by the CONSULTANT, all work required under this Agreement as determined by the DIRECTOR shall proceed without interruption. IX. BREACH OF CONTRACT If either party violates or breaches any term of this Agreement, such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen (15) days after notice thereof by the other party to comply with the conditions of the Agreement, the other party may terminate this Agreement. X. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorneys fees, damages or other relief, including but not limited to workers compensation claims, in any way resulting from or arising out of negligent actions or omissions of the CONSULTANT in connection herewith, including negligence or omissions of employees or agents of the CONSULTANT arising out of the performance of this Agreement. In the event of any action against the CITY, its officers, employees, agents, boards or commissions, covered by the foregoing duty to indemnify, defend and hold harmless such action shall be defended by legal counsel of the CITY's choosing. XI. NO PERSONAL LIABILITY No official, director, officer, agent or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. XII. INSURANCE A. Comprehensive Liability. The CONSULTANT shall provide, pay for and maintain in effect, during the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least $1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. The CONSULTANT shall deliver to the DIRECTOR a Certification of Insurance naming the CITY as additional insured. The policy shall not be modified or terminated without thirty(30)days prior written notice to the DIRECTOR. The Certificate of Insurance which shall include Contractual obligation assumed by the CONSULTANT under Article X entitled "Indemnification" shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively, if the insurance states that it is excess or prorate, it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. Comprehensive Automobile Liability Insurance covering all owned, non-owned and hired motor vehicles with limits of not less than $500,000 per occurrence for damage to property. C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence subject to a $1,000,000 aggregate. D. Professional Liability. The CONSULTANT shall carry Consultants Professional Liability Insurance Covering claims resulting from error, omissions or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A Certificate of Insurance shall be submitted to the DIRECTOR as evidence of insurance protection. The policy shall not be modified or terminated without thirty (30) days prior written notice to the DIRECTOR. XIII. NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, of the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. XIV. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. XV. DELEGATIONS AND SUBCONTRACTORS Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the CONSULTANT shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the CONSULTANT would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any proposed subcontractor shall require the CITY's advanced written approval. XVI. NO CO-PARTNERSHIP OR AGENCY This agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. XVII. SEVERABILITY The parties intend and agreed that, if any paragraph, sub-paragraph, phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. XVIII. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define, limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. XIX. MODIFICATION OR AMENDMENT This Agreement and its attachments constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof, or change order as herein provided. XX. APPLICABLE LAW This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. Notwithstanding any other provision of this AGREEMENT it is expressly agreed and understood that in connection with the performance of this AGREEMENT that the CONSULTANT shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, CONSULTANT hereby certifies, represents and warrants to the CITY that all CONSULTANT'S employees and/or agents who will be providing products and/or services with respect to this AGREEMENT shall be legal residents of the United States. CONSULTANT shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this AGREEMENT. The CITY shall have the right to audit any records in the possession or control of the CONSULTANT to determine CONSULTANT'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONSULTANT shall make available to the CITY the CONSULTANT'S relevant records at no cost to the CITY. XXI. NEWS RELEASES The CONSULTANT may not issue any news releases without prior approval from the DIRECTOR, nor will the CONSULTANT make public proposals developed under this Agreement without prior written approval from the DIRECTOR prior to said documentation becoming matters of public record. XXII. COOPERATION WITH OTHER CONSULTANTS The CONSULTANT shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. XXIII. INTERFERENCE WITH PUBLIC CONTRACTING The CONSULTANT certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq. Or any similar state or federal statute regarding bid rigging. XXIV. SEXUAL HARASSMENT As a condition of this contract, the CONSULTANT shall have written sexual harassment policies that include, at a minimum, the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; D. the vendor's internal complaint process including penalties; E. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. directions on how to contact the department and commission; G. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request 775 ILCS 5/2-105. XXV. WRITTEN COMMUNICATIONS All recommendations and other communications by the CONSULTANT to the DIRECTOR and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The DIRECTOR may also require other recommendations and communications by the CONSULTANT be made or confirmed in writing. XXVII. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: A. As to CITY: Gail Cohen Human Resources City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to CONSULTANT: Risk Resources 185 A. York Rd. Elmhurst IL 60126 IN WITNESS WHEREOF, the undersigned have placed their hands and seals upon and executed this Agreement in triplicate as though each copy hereof was an original and that there are no other oral agreements that have not been reduced to writing in this statement. For the CITY: ATTEST: THE CITY OF ELGIN BY_eief_akzeetz, City Clerk City Manager Dated this - day of Acts J? t , A.D., 20e . ATTEST: By IL/ 4 itiit e)tr ,,L By • By Secretary Presid nt (SEAL) PPY.Ve 2�•''a CAROL A.WURTZ OFFICIAL MY COMMISSION EXPIRES '; eAL,�o JULY 13,2010 FOF Il�� A City of Elgin Bid Number: RFP 09-033 Proposal Part 2: Scope of Services RFP 09-033 for Insurance Program Consulting Services Scope of Services to be Provided A. Loss Exposure Analysis - Loss exposure survey and interviews unnecessary since this is done on an ongoing basis - Will continually identify and evaluate the major exposures to loss Assess where coverage is needed for new exposures - Identify new loss exposures presented to other clients (cyber liability, errors & omissions liability, etc.) B. Insurance Program Analysis - Secure copies of all property and casualty insurance policies - Analyze each policy annually in comparison to: -the expiring policy -the proposed terms and conditions - any new exposures identified throughout the year - Deficiencies in the issued policies will be communicated to the broker for correction. We will be very specific as to what must be done to provide the proper coverage. C. Limits, Values and Retentions - Evaluate the methodology in establishing limits of coverage in light of changing construction costs for property and the legal climate for liability limits - Coverage levels will be benchmarked with similar public entities as a test of adequacy and appropriateness Retentions or deductibles will be reviewed annually to gauge whether they are consistent with Administration objectives 4 O\CIIFNTS-ACTWE\City of Elm PROPOSAL MR Proposal fcc Risk Mssugsmee Cmsulbsa Semites.doc City of Elgin Bid Number: RFP 09-033 Proposal Part 2: Scope of Services RFP 09-033 for Insurance Program Consulting Services D. Insurance Broker Analysis - Determine with the client's input the level of service needed from scope and structure - Evaluate if the broker meets the services outlined in the needs assessment Evaluate the broker's income, whether commission or fee, with regard to work and effort involved in managing the City's insurance program. This will be benchmarked with peers - Review claim and loss control services provided by the broker, the frequency of claim reviews - Oversee broker per-renewal activities and timeline to secure renewal pricing E. Risk Management Consulting - Advise the City on risks associated with new exposures and resultant insurance implications Review contractual agreements on an as needed basis with respect to indemnification provision and insurance requirements for subcontractors and service providers F. Management of Insurance Bid Process Periodically with your input we will determine the need and benefit for securing competitive bids for insurance. In those years where this is done the following steps will be taken: 1. We will prepare formal insurance coverage specifications and supporting underwriting data. As part of this, we will do the following a. Incorporate the loss exposure analysis and insurance policy analysis findings into the insurance bid specifications. b. With your input, review and update the rating exposures (property values, payrolls, receipts, etc.), all coverages and policy limits. 5 G cuurs-ACTNEICity ofElpn\PRQPOSA RRp,ope,d teRick Mnogenert cauWhnp Semcee.doc City of Elgin Bid Number: RFP 09-033 Proposal Part 2: Scope of Services RFP 09-033 for Insurance Program Consulting Services c. With your assistance, compile necessary underwriting information for property, data processing, business auto, general liability, workers' compensation, fiduciary liability and crime d. Allocate insurance markets to specific agents/brokers to avoid duplication and confusion in the insurance marketplace e. Distribute specifications to brokers and direct writers f. Provide assistance to you during the bid process 2. We will analyze each of the insurance proposals received a. A written report to the management outlining our analysis and recommendations will be prepared 3. We will then compare the issued policies to the accepted proposal to ensure compliance of terms G. Other Professional Services From time to time there may be the need for the following services which Risk Resources is qualified to provide: - claims consultation/resolution of claim dispute - review of actuarial analysis/expected loss calculations - contract negotiations with service providers, vendors and contractors with respect to insurance requirements and indemnification language presentation of summary of insurance program, state of insurance marketplace, etc. to City Council (on as needed basis) 6 O'.\CLOENIS-ACIIVE4City of Ellen\PAOP09AIARR PropmJ Coe Risk Mwruge:mt Ccosulthe Senices doc OF E.:4 '`� City of Elgin Agenda Item No. oparroFt" August 6,2009 TO Mayor and Members of the City Council ( `k FROM: Sean R. Stegall, City Manager �- waniiat y stab1L City Government Gail Cohen, Human Resources and Purchasing Director SUBJECT: RFP 09-033, Liability Insurance Consulting Services PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider entering into a one (1) year agreement with Risk Resources for liability insurance consulting services. RECOMMENDATION It is recommended that the City Council enter into a one (1) year agreement with Risk Resources at the hourly rates attached hereto. BACKGROUND The City has historically contracted for liability, property and other insurance consulting services. The consultant releases request for proposals for insurance programs, brokers and third party administrators. In addition, the consultant reviews insurance proposals and makes award recommendations. The consultant also reviews the insurance policies for compliance with the City's requirements. The City has used Risk Resources to provide these services since the early 1980's. Last year, due to the sudden economic downturn and collapse of AIG in September, Risk Resources expended an unusually large number of hours on our renewal program, resulting in invoices totaling over $10,000 for the year. Although professional services of this nature are exempt from the procurement ordinance, it was determined in the City's best interests to solicit proposals for these insurance consulting services given the annual cost. A request for proposals was advertised in the May 16, 2009 Courier News and posted on the City's website. Five proposals were received on May 27, 2009 and reviewed by the City's risk manager, Gail Cohen, the City's insurance broker, Roger Lenart from Lundstrom's Insurance and James R. Nowicki, the City's Fiscal Services Director. Insurance consultants solicited are independent of any broker or insurance company, but work closely with the broker of record. t Liability Insurance Consulting Services August 6,2009 Page 3 1,6( FINANCIAL IMPACT Insurance consulting services range between $4,000 and $8,000 in years where competitive bids are not sought. Insurance consulting services range between $10,000 and $23,000 in years where competitive bids are sought. There are sufficient funds budgeted ($240,000) and available ($155,283) in the Risk Management Fund, account number 630-0000-796.30-99 for services this year. volItAL IMPACT ALTERNATIVES 1. The City Council may choose to enter into an agreement with Risk Resources for Liability Insurance Consulting Services. 2. The City Council may choose not to enter into an agreement with Risk Resources for Liability Insurance Consulting Services. Respectfully submitted for Council consideration. GAC Attachment OF fzci �G' p �' .��y Memorandum � City of Elgin ,t ...�RATFD fE�... Date: September 2, 2009 To: Gail Cohen, Human Resources Director From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 09-193, Adopted at the August 26, 2009, Council Meeting Enclosed you will find the agreement listed below. Please retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Agreement with Risk Resources for Liability Insurance Consulting Services