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HomeMy WebLinkAboutProfessional Service Agreement with MARSH for Risk Management Insurance Advisor ATIACHMENT "A" AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made this ~day of J!!!y, 2004 by and between the City of Meridian, a municipal corporation organized under the laws of the State ofIdaho, hereinafter referred to as "CITY", and Marsh USA Inc., a corporation organized under the laws of the State of Delaware ("Marsh"). I. SCODe of Services: Marsh, shall perform all services, and comply in all respects, as specified in Marsh's Proposal, Broker of Employee Benefits dated July 1,2004, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. Reference Addendum to Attachment A. 2. Time of Performance: All work and products described in the Scope of Services shall be performed in a manner consistent with industry standards. The term may be modified by mutual written agreement of the parties. 3. Indemnification and Insurance: Marsh shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses to the extent caused or by Marsh, its servants, agents and employees, guests, and business invitees in the course of performing services hereunder, and not caused by or arising out of the tortuous conduct of CITY or its employees. In addition, Marsh, shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the amount $1,000,000. Marsh shall maintain Workers Compensation Insurance, in the statutory limits as required by law. Evidence of all insurance shall be submitted to The City of Meridian Accounting, 33 E. Idaho Avenue, Meridian ill. 83642-2631. 4. Indeoendent Contractor: In all matters pertaining to this agreement, Marsh shall be acting as an independent contractor, and neither Marsh nor any officer, employee or agent of Marsh will be deemed an employee of the City. The selection and designation of the personnel of the City in the performance of this agreement shall be made by the City. 5. ComDensation: For performing the services specified in Section I herein, the CITY agrees to pay THE SUM OF $30,000, plus reimbursable direct expenses not to exceed reasonably and customary expenses for services as agreed upon ahead of time. Reimbursable direct expenses shall include all direct travel expenses, including air fares, mileage at the rate of $.0375 per mile, taxi and other transfer fares, hotels, meals and other incidental expenses directly related to the performance of the services to be provided pursuant to this agreement, plus the purchase of any materials required for the performance of those services. They shall not include any sub-contract or other personal services except as may be agreed to in writing in advance by the parties. 6. Method ofPavrnent: Marsh will invoice The City of Meridian, Human Resources, 33 E. Idaho Avenue, Meridian ill. 83642-2631, directly for all current amounts earned under this Agreement according to the following schedule Monthly. 7. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian Human Resources 33 E. Idaho Avenue Meridian, ill 83642-2631 With a copy to: City of Meridian City Clerk 33 E. IdahoAvenue Meridian, ill 83642-2631 Marsh P.O. Box 8688 Boise, ill 83707 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 8. Attornev Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 9. Time is of the Essence: To the extent applicable to the services, the parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of and a default under this Agreement by the party so failing to perform. 10. AssÜmment: It is expressly agreed and understood by the parties hereto, that Marsh shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. II. Discrimination Prohibited: In performing the Services required herein, Marsh shall not discriminate against any person on the basis of race, color, religion, sex, national origin, age, disability or veteran's status. 12. ReDorts and Information: At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 13. Audits and InsDections: At any time during normal business hours and as often as the CITY may deem necessary there shall be made available to the CITY for examination all of Marsh's records with respect to all matters covered by this Agreement. Marsh shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 14. Publication. ReDroduction and Use of Material: No material produced in whole or in part under this 2 Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 15. ComDliance with Laws: In performing the Scope of Services required hereunder, Marsh shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 16. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of Marsh's compensation, which are mutually agreed upon by and between the CITY and Marsh shall be incorporated in written amendments to this Agreement. 17. Termination for Cause: If, through any cause, Marsh shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if Marsh shall violate any of the covenants, agreements, or stipulations of this Agreement, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to Marsh, of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. In such event, all fmished or unfmished documents, data, studies, surveys, and reports prepared by Marsh under this Agreement shall at the option of the CITY, become its property, and be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, Marsh shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by Marsh and the CITY rnay withhold any payments to Marsh for the purposes of set-off until such time as the exact amount of damages due the CITY from Marsh is determined. This provision shall survive the termination of this Agreement and shall not relieve Marsh of its liability to the CITY for damages. 18. Termination for Convenience of CITY: The CITY may terminate this Agreement at any time by giving at least thirty (30) days notice in writing to the Marsh. If the Agreement is terminated by the CITY as provided herein, Marsh will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of Marsh covered by this Agreement, less payrnents of compensation previously made. If this Agreement is terminated due to the fault of Marsh, Section 17 hereof relative to termination shall apply. Marsh's obligation and the obligation of its affiliates to provide services to the CITY will cease upon the effective date of termination, unless otherwise agreed in writing. 19. Construction and SeverabilitY: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 20. Entire Agreement: This Agreement contains the entire Agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. 21. ADDlicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State ofIdaho, and the laws, rules and regulations of the City of Meridian. 22. Term. Renewal: This agreement shall be for a three year period, commencing with the date of award. The agreement shall be renewable, upon mutual agreement by both parties, for a term equal to the original term. Two such renewals shall be allowed. ADA ComDliance: Marsh agrees to comply with the provisions of the Americans with Disabilities 23. Act of 1990 (ADA) in providing services herein described to the City. Marsh further agrees to be responsible for the costs of reasonable accommodation incurred by the City due to Marsh's failure to comply with the ADA. 24. ADDroval ReQuired: This Agreement shall not become effective or binding until approved by the City of Meridian. END OF AGREEMENT 4 IN WITNESS WHEREOF, the CITY and Marsh have executed this Agreement as of the date first above written. This Agreement shall be binding on the assigns of the parties hereto. DATEDthisJ D~ day of ~, 2004 Approved By: ~ Marsh BY: ATTEST: State ofIdaho,) : ss. County of Ada,) On this .;2 s-\- day of .ç~",be,. 2004, before me, the undersigned, a Notary Public in and for said State, personally appeared TAMMY DE WEERD and WILLIAM G. BERG, JR., known to me to be the Mayor and City Clerk of the CITY OF MERIDIAN, Idaho, and who executed the within instrument, and acknowledged to me that the CITY OF MERIDIAN executed the same. """"""" S ..~~",\CB L. .r':..~ ~ r:'" ..... "1'".;. ~ ".;;.1- J/ ~OT'h. \0$>' : * "'<J-.: i -.-:* yCo \ ø \ .þClBL~C ¡ L\;'.'" ,," -,,'1)oJ¡ ...... 4.° ".:- -"" OF 1,\)þ.......~ .""........, Notary Public 5 Client Service Agreement by and batween Marsh USA Inc. and City of Meridian AGREEMENT, dated July 1, 2004, between City of Meridian and Marsh USA Inc. ("Marsh"). 1. It is agreed as follows: Services. Marsh is engaged as the Client's exclusive insurance, risk management and risk financing advisor and insurance broker and shaii perform the following services for the Client [with respect to the foilowing lines of insurance coverage: HealthlVision/EAP, Dental, Life, STD, L TD insurances, Flexible Spending account, and suppiemental products (AFLAC): a. Work with the Client to assess the Client's risks; Work with the Ciient to design and develop the Client's insurance program; Identify and negotiate on the Ciient's behalf with insurers and keep the Client informed of significant developments. Marsh shall be authorized for purposes of this Agreement to represent and assist the Client in aii discussions and transactions with aii insurers, provided that Marsh shaii not place any insurance on behaif of the Client unless so authorized by the Client; Assist with documentation and other steps to obtain commitments for and implement the Client's insurance program upon the Client's instructions, it being understood that Marsh wiil not independently verify or authenticate Client-provided information necessary to prepare underwriting submissions and other documents reiied upon by insurers, and the Client shaii be soiely responsible for the accuracy and completeness of such Information and other documents furnished to Marsh and/or insurers and shail sign any appiication for insurance; Use its best efforts to place insurance on behaif of the Client, if so instructed by the Client. Monitor published financial information of the Client's current insurers and alert the Client when the status of one or more of such insurers falis below Marsh's minimum financial guidelines. Marsh wiil not, however, be responsible for the solvency or abiiity to pay claims of any insurance carrier. Insurers with whom the Client's risks are pi aced will be deemed acceptable to the Client, in the absence of contrary instructions from the Client; Foiiow up with insurance carriers for timely issuance of policies and endorsements; Review policies and endorsements for accuracy and conformity to specifications and negotiated coverages; Provide coverage summaries for aii new coverages and updates on changes to existing coverages; In certain cases, piacements which Marsh makes on the Client's behalf may require the payment of surplus lines taxes and/or fees to state regulators, boards or associations, which the Client agrees to pay. Such taxes wili be identified on invoices covering these piacements; Utiiize the services of other intermediaries to assist in the marketing of the Client's insurance (including brokers in the London and other markets), when in Marsh's professional judgment those services are necessary or appropriate. Such intermediaries may be affiliates of Marsh or not related to Marsh. The compensation of such intermediaries is not included in Marsh's compensation under this Agreement and wiil be paid by insurers out of paid premiums; b. c. d. e. f. g. h. j. k. 6 Keep the Ciient informed of significant changes andior trends in the insurance marketplace and provide the Ciient with an annuai forecast of market conditions; m. Following placement, deiiver binders prior to the expiration of the Ciient's current poiicies; n. Process or faciiitate the processing of certificates of insurance, bonds, auto identification cards, as requested by the Client; o. Review audits, rating adjustments, dividend calculations and ioss data; p. Provide the Ciient with detailed invoices, except in the case of direct biliing by insurers; q. Assist the Ciient in estabiishing claims reporting procedures; Consult with the Client regarding specific ciaims; Follow-up with insurers with respect to timely collection of claims; Act as a iiaison between the Ciient and insurers; Assist the Ciient in connection with issues relating to interpretation of insurance poiicies placed by Marsh; Conduct strategic planning sessions to review current performance and establish future obj~ctives and strategies for the Ciient's risk and insurance program; Effective upon the renewal or placement by Marsh of the Ciient's excess insurance program, unless the Ciient gives the Marsh client executive contrary instructions in writing, whenever the Marsh ciient executive is informed in writing by the Ciient that a claim has been notified to the primary carrier Marsh will notify all applicable excess carriers where Marsh has placed the appiicable excess policies or the Marsh ciient executive has been provided written notice by the Client of the appiicable carrier and poiicies. if Marsh is instructed not to provide notice to any excess carrier, Marsh shall have no responsibility for any consequences arising out of the failure to give notice; Deveiop a mutually agreeable renewai action plan and timeiine that highlights accountability and meets the Client's objectives; and Meet regularly with the Ciient's key peopie designated by the Ciient's Risk Manager or Human Resource Department to discuss strategy and open items. r. s. t. u. v. w. x. y. If Marsh has taken over any existing program or poiicies implemented by another broker, Marsh will not assume any responsibility for the adequacy or effectiveness of those programs or poiicies or any actions or omissions occurring prior to Marsh's retention. Within a reasonable period of time/or specify the number of days, not less than 45, Marsh wili have compieted a review of those programs and poiicies and wiii make recommendations it beiieves are necessary. Marsh does not speak for any insurer, is not bound to utilize any particuiar insurer, and does not have the authority to make binding commitments on behalf of any insurer. Marsh does not guarantee or make any representation or warranty that insurance can be placed on terms acceptable to the Ciient. 7 2. Comoensation. (Version II - Fee Based Income) Marsh wiii deliver the services as outlined in this Agreement for an annuai fee of $ 30.000, payabie and to be invoiced as follows, Monthlv. With respect to insurance piaced by Marsh on the Client's behalf, Marsh will disclose to the Client any commissions received by Marsh and credit them against the annual fee. In the event such commissions for a contract year exceed Marsh's annual fee for that year, then excess commissions will be returned to the Client if permitted by law. Otherwise, excess commissions wiii be carried forward and applied against Marsh's annual compensation for subsequent years. Such commissions do not include: wholesale brokerage fees or commissions; administrative fees and similar items; or payments that Marsh may receive, in accordance with the custom in its industry, under agreements with certain insurers that provide for payments based upon such factors as the overall book of business placed by Marsh and its affiliates, the performance of that book or the aggregate commissions paid for that book. At the Client's request, Marsh will provide additional information in this regard. In the event there is a significant change in the Client's operations which affects the nature and scope of its insurance program, Marsh and the Client both agree to renegotiate Marsh's compensation in good faith as appropriate.