15-129c Resolution No. 15-129 c
RESOLUTION
ACCEPTING THE PROPOSALS
FOR THE CITY OF ELGIN'S INSURANCE PROGRAM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that
an exception to the requirements of the procurement ordinance is necessary and in the best
interest of the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Sean R. Stegall, City Manager, be and is hereby authorized and directed to
accept the proposals on behalf of the City of Elgin for the city's insurance program commencing
October 1, 2015 as follows:
a. To accept Travelers' renewal proposal for liability and crime insurance for
an annual premium of$541,602.
b. To accept Safety National's renewal proposal for excess workers'
compensation insurance for an annual premium of$210,323.
C. To accept Mesirow Insurance Services, Inc.'s renewal proposal for
insurance broker and risk management consulting services for a three-year
term and cost of$94,500.
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute an agreement with Mesirow Insurance Services, Inc.
dated September 30, 2015, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: September 23, 2015
Adopted: September 23, 2015
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT
THIS AGREEMENT is made and entered into as of the 30th day of September, 2015, by
and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as
"CITY") and Mesirow Insurance Services, Inc., an Illinois corporation (hereinafter referred to as
"BROKER").
WHEREAS, the CITY desires to engage the BROKER to furnish certain professional
services in connection with providing to the CITY insurance broker and consulting services for
the CITY in connection with the CITY'S risk management programs (hereinafter referred to as
the"PROJECT"); and
WHEREAS, the BROKER represents that it is in compliance with Illinois Statutes
relating to professional registration of insurance brokers 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 BROKER
that the CITY does hereby retain the BROKER for and in consideration of the mutual promises
and covenants contained herein, the sufficiency of which is hereby acknowledged to perform the
services relating to the PROJECT as described herein, subject to the following terms and
conditions and stipulations, to-wit:
1. SCOPE OF SERVICES
A. All work hereunder shall be performed under the direction of the CITY'S Risk
Management Assistant, Kelly Wasilewski, herein after referred to as the "RISK
MANAGER".
B. BROKER shall provide the insurance broker and risk management consulting
services to the CITY as outlined in Attachment A entitled "Scope of Services"
dated September 11, 2015, a copy of which is attached hereto and made a part
hereof by this reference.
C. The BROKER shall insure the services performed under this Agreement are
performed with due diligence, in a competent professional manner in accordance
with the standard procedure and practices generally accepted in the insurance
brokering profession.
2. SCHEDULE
BROKER shall provide the services to the CITY pursuant to this Agreement as requested
by the CITY and in accordance with a schedule as from time-to-time directed by the
CITY.
3. WORK PRODUCT
All work product prepared by the BROKER pursuant hereto including, but not limited to,
reports, plans, designs, calculations, estimates, 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 RISK MANAGER; provided, however, that the BROKER
may retain copies of such work product for its records. BROKER'S execution of this
Agreement shall constitute BROKER'S conveyance and assignment of all right, title and
interest, including but not limited to any copyright interest, by the BROKER to the CITY
of all such work product prepared by the BROKER pursuant to this Agreement. The
CITY shall have the right either on its own or through such other brokers as determined
by the CITY to utilize and/or amend such work product. Any such amendment to such
work product shall be at the sole risk of the CITY. Such work product is 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 without liability or
legal exposure to the BROKER.
4. PAYMENTS TO THE BROKER
A. The CITY shall reimburse the BROKER for services under this Agreement a
lump sum based on the payment schedule per year regardless of actual Costs
incurred by the BROKER unless substantial modifications to the PROJECT are
authorized by the CITY and approved by way of written amendment to this
Agreement.
B. The CITY shall pay to the BROKER such annual fee per the fee schedule for each
year this Agreement is in effect in two installments, with the first installment in
the amount of 50% of the scheduled annual fee being paid on October 1 of each
year this Agreement is in effect and the second installment the remaining 50% of
the scheduled annual fee being paid May I each year this Agreement is in effect.
C. The City shall pay to the BROKER such a fee as agreed and understood for each
of the time periods:
• During the first year of the term of this Agreement the Broker shall
receive an annual fixed fee of Thirty Thousand Five Hundred ($30,500.00)
Dollars.
• During the second year of this Agreement the Broker shall receive an
annual fixed fee of Thirty-One Thousand Five Hundred ($31,500.00)
Dollars.
• During the third year of this Agreement the Broker shall receive an annual
fixed fee of Thirty-Two Thousand Five Hundred ($32,500.00) Dollars.
• During the fourth year of this Agreement, if renewed, the Broker shall
receive an annual fixed fee of Thirty-Three Thousand Five Hundred
($33,500.00) Dollars.
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o During the fifth year of this Agreement, if renewed, the Broker shall
receive an annual fixed fee of Thirty-Four Thousand Five Hundred
($34,500.00) Dollars.
D. The BROKER shall not accept any contingent commission on the CITY'S
account.
5. INVOICES
A. The BROKER shall submit invoices in a format approved by the CITY.
B. The BROKER shall maintain records showing actual time devoted and cost
incurred. The BROKER shall permit the authorized representative of the CITY to
inspect and audit all data and records of the BROKER for work done under this
Agreement. The BROKER shall make these records available at reasonable times
during the Agreement period and for one (1) year after termination of this
Agreement.
6. TERMINATION OF AGREEMENT
Notwithstanding any other provision hereof, the CITY may terminate this Agreement at
any time upon sixty (60) days prior written notice to the BROKER. In the event that this
Agreement is so terminated, the BROKER shall be paid for services actually performed
and reimbursable expenses actually incurred prior to termination, except that
reimbursement shall not exceed the amounts set forth under Paragraph 4 above.
7. TERM
The term of this Agreement shall commence on October 1, 2015, and shall end on
September 30, 2018, unless terminated prior thereto as provided in this Agreement. This
Agreement shall automatically renew for a subsequent term commencing on October 1,
2018, and continuing until September 30, 2019, unless the CITY notifies the BROKER in
writing of its intention not to enter into such subsequent term not less than ninety (90)
days before September 30, 2018. This Agreement shall automatically renew for a further
subsequent term commencing October 1, 2019, and continuing until September 30, 2020,
unless the CITY notifies the BROKER in writing of its intention not to enter into such
subsequent term not less than ninety (90)days before September 30, 2019.
8. NOTICE OF CLAIM
If the BROKER wishes to make a claim for additional compensation as a result of action
taken by the CITY, the BROKER shall give written notice of his claim within fifteen(15)
days after occurrence of such action. No claim for additional compensation shall be valid
unless so made. Any changes in the BROKER'S fee shall be valid only to the extent that
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such changes are included in writing signed by the CITY and the BROKER. Regardless
of the decision of the RISK MANAGER relative to a claim submitted by the BROKER,
all work required under this Agreement as determined by the RISK MANAGER shall
proceed without interruption.
9. 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. Notwithstanding the foregoing, or
anything else to the contrary in this Agreement, with the sole exception of an action to
recover the monies the CITY has agreed to pay to the BROKER pursuant to Paragraph 4
hereof, no action shall be commenced by the BROKER against the CITY for monetary
damages. BROKER hereby further waives any and all claims to interest on money
claimed to be due pursuant to this Agreement, and waives any and all such rights to
interest which it claims it may otherwise be entitled pursuant to law, including, but not
limited to, the local Government Prompt Payment Act, as amended, (50 ILCS 501/1, et
seq.) or the Illinois Interest Act, as amended (815 ILCS 205/1, el seq.). Additionally,
BROKER shall not be entitled to, and hereby waives, any and all rights that it may have
to file suit or bring any cause of action or claim for damages against the City of Elgin
and/or its officials, officers, employees, agents, attorneys, boards and commissions, and
other affiliated entities or persons of any nature whatsoever in whatever form after two
(2) years from the termination or expiration of this Agreement.
14. INDEMNIFICATION
To the fullest extent permitted by law, BROKER 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, attorney's fees, damages or
other relief, including, but not limited to, workers' compensation claims relating to
BROKER's employees, in any way resulting from or arising out of negligent actions or
omissions of the BROKER in connection herewith, including negligence or omissions of
employees or agents of the BROKER 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. The provisions of this
paragraph shall survive any expiration, completion and/or termination of this Agreement.
11. NO PERSONAL LIABILITY
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No official, officer, employee, attorney or agent 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.
12. INSURANCE
A. Commercial General Liability. The BROKER shall provide, pay for and
maintain in effect, during the term of this Agreement, a policy of commercial
general liability insurance with limits of at least $1,000,000 aggregate for bodily
injury and $1,000,000 aggregate for property damage.
The BROKER shall deliver to the RISK MANAGER a Certificate of Insurance
naming the CITY as additional insured. The BROKER shall endeavor to notify
the RISK MANAGER with thirty (30) days written notice of any modification or
termination of the insurance policy.
BROKER's commercial general liability insurance shall cover the contractual
obligations assumed by BROKER under Paragraph 10 entitled "Indemnification,"
subject to standard policy conditions, exclusions and limitations.
There shall be no endorsement or modification of this insurance to make it excess
over other available insurance.
B. Commercial Automobile Liability. Commercial Automobile Liability Insurance
covering all owned, non-owned and hired motor vehicles with limits of not less
than $500,000 per occurrence for bodily injury and/or property damage.
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 BROKER shall carry Brokers 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 claim. A Certificate of
Insurance shall be submitted to the RISK MANAGER as evidence of insurance
protection. The BROKER shall endeavor to notify the RISK MANAGER with
thirty (30) days written notice of any modification or termination of the insurance
policy.
13. RECORDS AND INFORMATION
The BROKER understands the confidentiality of the information it receives and
acknowledges that such information will be used only for the purpose of meeting
objectives of this Agreement. Further, any output from this Agreement is to be kept
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confidential and is for the sole use of the CITY. Such information and/or output shall not
be revealed to other parties without the written permission of the CITY. All records
received by the BROKER from the CITY shall remain the sole property of the CITY and
all such records, or exact copies thereof, shall be turned over intact to the CITY, within
thirty(30) days of request.
The BROKER will make reasonable efforts to retain files and records for at least five
years after expiration of coverage for each insurance/bond affected for CITY'S account.
BROKER shall endeavor to provide the CITY with ninety (90) days' advance notice of
any file destruction. BROKER shall retain files longer, or retain same, as directed by
CITY.
Confidentiality - Confidential information shall include without limitation:
A. All information that concerns the business affairs of the CITY, including,
without limitation, financial information, and all other data, records, and
proprietary information involving the CITY'S business operations, including their
residents and suppliers;
B. Any information developed or created by the BROKER in connection with
the services being rendered under this Agreement by the BROKER including but
not limited to design, reports, estimates and concepts; and
C. Any other information reasonably identified by the CITY as confidential;
provided, however, that confidential information shall not include the following:
(i) Information known by, or generally available to the
insurance industry or the public at large through no breach by BROKER
of this confidentiality agreement;
(ii) Any information given to the BROKER by a third
party without continuing restrictions on its use;
(iii) Information disclosed by BROKER with CITY'S
written approval; and
(iv) Information required to be disclosed by law.
14. 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,
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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.
15. 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 approval of the CITY, and the CITY may refuse to
approve any such proposed assignment in its sole and exclusive discretion.
16. DELEGATIONS AND SUBCONTRACTORS
Any assignment, delegation or subcontracting shall be subject to all the terms, conditions
and other provisions of this Agreement and the BROKER shall remain liable to the CITY
with respect to each and every item, condition and other provision hereof to the same
extent that the BROKER would have been obligated if it had done the work itself and no
assignment, delegation or subcontract had been made. Any proposed assignment,
delegation or subcontractor shall require the CITY'S advanced written approval and the
CITY may refuse to approve any such proposed assignment, delegation or subcontracting
in its sole and exclusive discretion.
17. 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. The parties intend
and agree that the BROKER shall act as an independent contractor.
18. 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
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otherwise unenforceable, all other portions of this Agreement shall remain in full force
and effect.
19. 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.
20. 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.
21. 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.
22. NEWS RELEASES
The BROKER may not issue any news releases without prior approval from the RISK
MANAGER, nor will the BROKER make public proposals developed under this
Agreement without prior written approval from the RISK MANAGER prior to said
documentation becoming matters of public record.
23. COOPERATION WITH OTHER BROKERS
The BROKER shall cooperate with any other brokers in the CITY'S employ or any work
associated with the PROJECT.
24. INTERFERENCE WITH PUBLIC CONTRACTING
The BROKER certifies hereby that it is not barred from bidding on this contract as a
result of a violation of 720 ILCS 5/33E et sea. or any similar state or federal statute
regarding bid rigging.
25. SEXUAL HARASSMENT
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As a condition of this contract, the BROKER 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 shall be provided by BROKER to the Department of Human
Rights upon request (775 ILCS 5/2-105).
26. SUBSTANCE ABUSE PROGRAM.
As a condition of this agreement, BROKER shall have in place a written substance abuse
prevention program which meets or exceeds the program requirements in the Substance
Abuse Prevention Public Works Project Act at 820 ILCS 265/1 et seq. A copy of such
policy shall be provided to the CITY'S RISK MANAGER prior to the entry into and
execution of this agreement.
27. WRITTEN COMMUNICATIONS
All recommendations and other communications by the BROKER to the RISK
MANAGER and to other participants which may affect cost or time of completion, shall
be made or confirmed in writing. The RISK MANAGER may also require other
recommendations and communications by the BROKER be made or confirmed in
writing.
28. 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 the CITY:
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Kelly Wasilewski, Risk Management Assistant
City of Elgin
I50 Dexter Court
Elgin, Illinois 60120-5555
Telephone: (847) 931-5917
Fax: (847) 931-5665
E-Mail: wasilewski_k @cityofelgin.org
With a copy to:
William A. Cogley, Corporation Counsel
City of Elgin
150 Dexter Court
Elgin, Illinois 60120-5555
Telephone: (847) 931-5600
Fax: (847) 931-5665
E-Mail: cogley_w @cityofelgin.org
B. As to the BROKER:
John P. Harney
Chief Operating Officer
Mesirow Insurance Services, Inc.
353 North Clark Street
Chicago, Illinois 60654
Telephone: (312) 595-7347
Fax: (312) 595-8169
E-mail: jharney @mesirowfinancial.com
29. COMPLIANCE WITH LAWS
Notwithstanding any other provision of this AGREEMENT it is expressly agreed and
understood that in connection with the performance of this AGREEMENT that the
BROKER 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, BROKER hereby certifies, represents and warrants to the CITY
that all BROKER'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.
BROKER 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
BROKER to determine BROKER'S compliance with the provisions of this paragraph. In
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CITY OF ELGIN:
By: J,
Sean Stegall, ity Manager
Attest:
City Clerk
MESIRO INSURA CE E VICES, INC.
T
By:
Its Chief Operating Officer
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ATTACHMENT A
SCOPE OF SERVICES
DATED September 11, 2015
BROKER'S RESPONSIBILITIES
1. Serve as designated insurance broker of record for the following insurance coverages
related to the City's commercial insurance programs: including General Liability, Liquor
Liability, Automobile Liability, Law Enforcement Liability, Public Officials Liability,
Employee Benefits Liability, Employment Practices Liability, Pollution Liability,
Fiduciary Liability, Automobile Physical Damage, Workers Compensation and
Employer's Liability, Excess Liability, Property, Crime, Cyber Liability and Bonds.
2. Develop an insurance marketing strategy, prepare insurance coverage specifications and
submissions, and assist with preparing underwriting applications.
3. Analyze insurance proposals, meet with insurance company underwriters and present
summary results of such analysis to the appropriate parties.
4. Negotiate insurance renewals and procure insurance policies as directed by the City.
5. Provide loss reports upon request.
6. Prepare and attend annual reviews of claims experience for all lines of coverage. Provide
claims management services upon request.
7. Evaluate insurance programs in light of industry trends, claims history, loss development,
legal or regulatory requirements, and market conditions.
8. In accordance with parameters and criteria established by the City, provide
recommendations regarding the insurance programs, risk financing, insurance carriers,
limits,deductible levels, administrators and service providers.
9. Provide actuarial/loss forecasting analysis and loss development factors annually.
10. Review loss exposures.
11. Assist with budget projections on future insurance costs.
12. Review insurance quotes, binders, policies and endorsements for accuracy, make
recommendations regarding changes, modifications and/or coverage enhancements, and
negotiate changes with carriers.
13. Offer advice on claims and assist with billing issues when needed.
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14. Prepare insurance certificates.
15. Assist with establishing insurable values when needed.
16. Assist with the transition process associated with changing insurance carriers and/or
claims administrators. Act as a technical resource by providing regular updates on current
market conditions, issues and trends that may affect the City.
17. Attend meetings of the Elgin City Council and other administrative meetings as
requested.
18. Provide concise, timely and effective special executive summary reports, as needed.
19. Provide benchmarking reports as needed.
20. Provide up to 100 hours of loss control services per year.
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