HomeMy WebLinkAboutC2010-210 - 4/20/2010 - ApprovedZolo-zlo
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Q4120/1Q
McGriff, Seil~els & Williams
McGriff, Seibels & Williams
SERVICE AGREEMENT
No. SA10-056
TH1S ALL RISK PROPERTY INSURANCE CONTRACT (this "Agreement") is entered into
by and between McGriff, Seibels & Williams, Inc. (the "Contractor") and the City of Corpus
Christi, a Texas home-rule municipal corporation (the "City") effective for all purposes upon
execution by the City Manager.
WHEREAS Contractor has proposed to provide All Risk Property Insurance Coverage to
include all other perils, flood, earthquake, wind and boiler and machinery coverage in response to
and in compliance with Request for Proposal No. BI-0076-10, which is incorporated herein by
reference;
WHEREAS the City has determined Contractor to be the most advantageous proposer;
NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows:
_ 1. Services. Contractor will provide All Risk Property Insurance Coverage to include all
other perils, flood, earthquake, wind and bailer and machinery coverage in response to and in
compliance with Request for Proposal No. BI-0076-10, which is incorporated herein by
reference.
2. Policy Premiums. The City agrees to pay the Contractor the premiums associated
with the insurance policies issued by the insurance carriers, for each of the three years of this
three-year Agreement and for each of the two optional one-year extension periods, based on
the actual statement of values and the current rate at the inception of each policy period. For
example, for the first year of this three-year Agreement, assuming the inception date of the
policy period is the date the Contractor's proposal was submitted in response to Request for
Proposal No. BI-0076-10, and, thus factoring -the rate on that date, the premium would be
$2,679,220.
3. Term. This Agreement is for three years, commencing on May 4, 2010 and continuing
through May 3, 2013. The term includes an option to extend for up to two additional one-year
periods, subject to the approval of the Contractor and the City Manager or his designee ("City
Manager".)
4. Con#ract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this Agreement
including deductions for non-performance and authorizations far payment. All of Contractor's
notices or communications regarding this Agreement must be directed to the Contract
Administrator, who is the Risk Manager.
5. Independent Contractor. Contractor will perform the services hereunder as an
independent contractor and will furnish such services in its own manner and method, and under
no circumstances or conditions may any agent, servant, or employee of Contractor be
considered as an employee of the City.
' 6. Insurance. Before activities can begin under this Agreement, Contractor's insurance
company{ies) must deliver a Certificate of Insurance, as proof of the required insurance
_ coverages to the Contract Administrator. Additionally, the Certificate must state that the
' Contract Administrator will be given at least 30 days notice, via certified mail, of cancellation,
•-, material change in the coverages or intent not to renew any of the policies. The City must be
named as an Additional Insured. The City Attorney must be given copies of all insurance
policies within 15 days of the City Manager's wri#ten request. Insurance requirements are
i incorporated herein in Request for Proposal No. BI-007fi-10 which is incorporated herein.
Insurance requirements may be revised annually by the City Manager upon 30 days written
notice to Contractor.
7. Assignment. No assignment of this Agreement or any right or interest therein by
Contractor is effective unless the City first gives its written consent to such assignment. The
performance of this Agreement by Contractor is of the essence of this Agreement and the City's
righ# to withhold consent to such assignment is within the sole discretion of the City on any
ground whatsoever.
8. Fiscal Year. All parties recognize that the continuation of any contract after the close
of any fiscal year of the City, which fiscal year currently ends on July 31St annually, is subject to
appropriations and budget approval providing for such contract item as an expenditure in that
budget. The City does not represent that the budget item will actually be adopted; that
determination is within the sole discretion of the -City Council at the time of adoption of each
budget.
9. Waiver. No waiver of any breach of any term or condition of this Agreement or
Contractor's offer in response to Request for Proposal No. BI-007fi-10 waives any subsequent
breach of the same.
10. Compliance with Laws. This Agreement is subject to all Federal laws and laws of
the State of Texas. Ali duties of the parties will be performed in the City of Corpus Christi,
Texas. The applicable law for any legal disputes arising out of this Agreement is the law of
Texas and the venue for such disputes is the appropriate district, county or justice court in and
for Nueces County, Texas.
11. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, Contractor must obtain
prior written approval from the Contract Administrator. In using subcontractors, Contractor is
responsible for all their acts and omissions to the same extent as if the subcontractor and its
employees were employees of Contractor. All requirements set forth as part of this Agreement
are applicable to all subcontractors and their employees to the same extent as if the Contractor
and its employees had performed the services.
12. Amendments. This Agreement may be amended only by written agreement signed
by duly authorized representatives of the parties hereto.
13. Termination. The City Manager may immediately terminate this Agreement for
Contractor's failure to perform the services specified in Request for Proposal No. BI-0076-10.
Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for
termination. The Contract Administrator must give Contractor 5 work-days written notice of the
breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the
cure period, the City Manager may terminate this Agreement immediately thereafter.
Alternatively, City may terminate this Agreement, with or without cause, upon 30 days written
notice to Contractor. However, City may terminate this Agreement on 24-hours written notice to
Contractor for failure to pay or provide proof of payment of taxes as set out herein.
' 14. Taxes. Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide,
Publication 15, as it may be amended. Contractor must provide proof of payment of these taxes
within 30 days after City Manager's written request therefore. Failure to pay or provide proof of
payment is grounds for the City Manager to immediately terminate this Agreement.
15. Drug Policy. Contractor must adopt a Drug Free Workplace and drug testing
policy that substantially conforms to the City's policy. The City has azero-tolerance drug policy.
16. Violence Policy. Contractor must adopt Violence in the Workplace and related hiring
policy that substantially conforms to the City's policy. The City has azero-tolerance violence
policy.
17. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid,
and is deemed received on the day faxed or hand-delivered or on the third day after deposit, if
sent certified mail. Notice shall be sent as follows:
_ IF TO CITY:
City of Corpus Christi
Attention: Risk Manager, 2"d Floor
P:O. Box 9277, 78489-9277
2"d Floor, City Hall, Corpus Christi, Texas
Fax Na.: 361-826-3697
IF TO CONTRACTOR:
Contractor Name: McGriff, Seibels & Williams, Inc.
Contact Person: Johnny Fontenot
Address: 5080 Spectrum Drive, Suite 900E
Cit ,State, Zip: Addison TX 75001
Fax No.: 469-232-2101
18. Month-to-Month Extension. If, upon expiration of the original contract period or any
extension thereof, the City has not completed the competitive procurement process and
awarded a new Agreement for the services described herein, then Contractor shall continue to
provide services under this Agreement, at its then-current fee, on a month-to-month basis, for a
period of time not to exceed twelve months, until a new contract is awarded by Council. This
Agreement automatically expires on the effective date of a new contract.
19.Indemnification. CONTRACTOR AGREES TO INDEMNIFY, DEFEND AND HOLD
THE CITY OF CORPUS CHRISTI, AND ITS OFFICERS, EMPLOYEES, AND AGENTS
(INDEMNlTEES) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS,
CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT
OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE TO PROPERTY
(INCLUDING PROPERTY OF lNDEMNITOR OR INDEMNlTEES), OR ANY OTHER KIND OF
DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS'
FEES, EXPERT WITNESS FEES, THE AMOUNT OF ANY JUDGMENT, PENALTY, OR
INTEREST, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH THIS CONTRACT OR THE PERFORMANCE OF THIS CONTRACT (INCLUDING,
' WITHOUT LIMITING THE FOREGOING, WORKER'S COMPEN5ATION AND DEATH
CLAIMS) FOR lNJUR1ES, DEATH, OR DAMAGES THAT ARE CAUSED BY, OR ARE
! CLAIMED TO BE CAUSED 8Y THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF
iNDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF lNDEMNITEES UNMIXED WITH
THE FAULT OF ANY OTHER PER50N OR GROUP. INDEMNITOR SPECIFICALLY
AGREES TO INDEMNIFY INDEMNITEES FROM THE NEGLIGENCE OF ITS EMPLOYEES
~ UNLESS NEGLIGENCE IS SOLE NEGLIGENCE OF lNDEMNITEES. INDEMNITOR MU5T,
AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOS1TlON, DEFEND 1NDEMNITEES IN ALL ACTIONS BASED ON THOSE
}} CLAIMS WITH COUNSEL SATISFACTORY TO INDEMNITEES, AND PAY ALL
i ATTORNEYS' FEES, COSTS AND EXPENSES OF EVERY KIND AND CHARACTER,
WHATSOEVER, RESULTING FROM THE CLAIMS.
20. Severability. Each provision of the Agreement shall be considered to be severable
and, if, #or any reason, any such provision or any part thereof, is determined to be invalid and
' contrary to any existing or future applicable law, such invalidity shall not impair the operation of
or affect those portions of this Agreement that are valid, but this Agreement shall be construed
and enforced in all respects as if the invalid or unenforceable provision or part thereof had been
omitted.
of r "~ 2010.
SIGNED this y ,
Contractor: McGriff, Seibels & Williams, Inc.
y
Signatur 111 ,'
Name Johnny Fonteno#
Title: Senior Vice President
CITY OF OFD S TI
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Michael ar ra Date
Assistant director of Financial Services
APPROVED THIS ~P1 DAY OP , 2010
Carlos Valdez, CITY ATTORNEY
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By. Vv-~
Veronica Ocar"ias, Assistant ity Attorney
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Incorporated by Reference:
Exhibit A: Request for Proposal No. BI-4076-10
Exhibit B: Proposer's Proposal, as clarified.