Professional Agreement for Insurance BrokerAttachment A
CITY OF SCHERTZ
INSURANCE BROKER SERVICES AGREEMENT
THE STATE OF TEXAS §
GUADALUPE COUNTY §
This Insurance Broker Services Agreement ( "Agreement ") is made and entered by and
between the City of Schertz, Texas, (the "City ") a Texas municipality, and
( "Professional ").
Section 1. Duration. This Agreement shall become effective upon the date executed
below and shall remain in effect for a period of one year from its execution unless
terminated as provided for herein.
Section 2. Scope of Work.
(A) In consideration of the Professional's exclusive authority to provide the Services
provided for herein the Professional shall provide insurance brokerage services to the
City for purposes of acquiring medical insurance, dental insurance, vision insurance,
COBRA, life insurance, long -term disability, and short -term disability health for the City
of Schertz employees, family members and retirees; to include:
1. Fully administering the required brokerage services via automated and
streamlined processes;
2. Providing annual open enrollment sessions scheduled through Human
Resources;
3. Providing line item fee schedules (as applicable) for all services proposed ;
4. Providing on -staff medical direction and underwriting;
5. Providing wellness services through an on -staff wellness coordinator;
6. Providing 24 -7 Customer Service to City employees;
7. Providing renewal calendars and action plans for enrollment plans;
8. Providing benefit plan advising and resources;
9. Assisting in Communication campaigns regarding insurance education and
wellness; and
10. Writing RFP's for all medical carrier services.
The provisions of Service required shall be referred to herein as the "Scope of Work ".
(B) The quality of Services provided under this Agreement shall be of the level of
Standard Professional Services Agreement_Schertz -- Insurance Broker - 022014 Page 1
professional quality performed by Professionals regularly rendering this type of
service.
(C) The Professional shall perform its Services for the Project in compliance with
all statutory, regulatory and contractual requirements now or hereafter in effect as
may be applicable to the rights and obligations set forth in the Agreement.
(D) The Professional may rely upon the accuracy of reports and surveys provided
to it by the City except when defects should have been apparent to a reasonably
competent professional or when it has actual notice of any defects in the reports
and surveys.
Section 3. Compensation.
(A) The Professional shall be compensated pursuant to any broker agreement and
the City shall have no obligation for payment of services or reimbursement of
expenses under this Agreement.
Section 4. Time of Completion.
The prompt completion of the services under the Scope of Work relates is
critical to the City. Unnecessary delays in providing services under a Scope of
Work shall be grounds for dismissal of the Professional and termination of this
Agreement without any or further liability to the City other than a prorated payment
for necessary, timely, and conforming work done by Professional prior to the time of
termination. The Scope of Work shall provide, in either calendar days or by
providing a final date, a time of completion prior to which the Professional shall have
completed all tasks and services described in the Scope of Work.
Section 5. Additional Provisions.
(A) Subletting. The Professional shall not sublet or transfer any portion of the work
under this Agreement or any Scope of Work issued pursuant to this Agreement
unless specifically approved in writing by the City.
(B) Compliance with Laws. The Professional shall comply with all federal, state
and local laws, statutes, ordinances, rules and regulations, and the orders and
decrees of any courts, administrative, or regulatory bodies in any matter affecting
the performance of this Agreement, including, without limitation, worker's
compensation laws, minimum and maximum salary and wage statutes and
Standard Professional Services Agreement Schertz Ins
urance Broker- 022014 Page 2
regulations, and licensing laws and regulations. When required, the Professional
shall furnish the City with satisfactory proof of compliance.
(C) Independent Contractor. Professional acknowledges that Professional is an
independent contractor of the City and is not an employee, agent, official or
representative of the City. Professional shall not represent, either expressly or
through implication, that Professional is an employee, agent, official or
representative of the City. Income taxes, self - employment taxes, social security
taxes and the like are the sole responsibility of the Professional.
(D) Non - Collusion. Professional represents and warrants that Professional has not
given, made, promised or paid, nor offered to give, make, promise or pay any gift,
bonus, commission, money or other consideration to any person as an inducement
to or in order to obtain the work to be provided to the City under this Agreement.
Professional further agrees that Professional shall not accept any gift, bonus,
commission, money, or other consideration from any person (other than from the
City pursuant to this Agreement) for any of the services performed by Professional
under or related to this Agreement. If any such gift, bonus, commission, money, or
other consideration is received by or offered to Professional, Professional shall
immediately report that fact to the City and, at the sole option of the City, the City
may elect to accept the consideration for itself or to take the value of such
consideration as a credit against the compensation otherwise owing to Professional
under or pursuant to this Agreement.
(E) In the case of any conflicts between the terms of this Agreement and wording
contained within the Scope of Services, this Agreement shall govern. The Scope of
Services is intended to detail the technical scope of services, fee schedule, and
contract time only and shall not dictate Agreement terms.
Section 6. Termination.
(A) This Agreement may be terminated:
(1) By the mutual agreement and consent of both Professional and City;
(2) By the City, immediately upon notice in writing to the Professional, as
consequence of the failure of Professional to perform the services contemplated by
this Agreement in a timely or satisfactory manner;
(3) By the City, at will and without cause upon not less than thirty (30)
days written notice to the Professional.
Section 7. Indemnification. Professional agrees to indemnify and hold the
Standard Professional Services Agreement_Schertz -- Insurance Broker- 022014 Page 3
City of Schertz, Texas and all of its present, future and former agents,
employees, officials and representatives harmless in their official, individual
and representative capacities from any and all claims, demands, causes of
action, judgments, liens and expenses (including attorney's fees, whether
contractual or statutory), costs and damages (whether common law or
statutory), costs and damages (whether common law or statutory, and
whether actual, punitive, consequential or incidental), of any conceivable
character, for injuries to persons (including death) or to property (both real
and personal) created by, arising from or in any manner relating to the
services or goods performed or provided by Professional — expressly
including those arising through strict liability or underthe constitutions of the
United States or Texas.
Section 8. Notices. Any notice required or desired to be given from one party to
the other party to this Agreement shall be in writing and shall be given and shall be
deemed to have been served and received (whether actually received or not) if (i)
delivered in person to the address set forth below; (ii) deposited in an official
depository under the regular care and custody of the United States Postal Service
located within the confines of the United States of America and sent by certified
mail, return receipt requested, and addressed to such party at the address
hereinafter specified; or (iii) delivered to such party by courier receipted delivery.
Either party may designate another address within the confines of the continental
United States of America for notice, but until written notice of such change is
actually received by the other party, the last address of such party designated for
notice shall remain such party's address for notice.
Section 9. No Assignment. Neither party shall have the right to assign that party's
interest in this Agreement without the prior written consent of the other party.
Section 10. Severabilitv. If any term or provision of this Agreement is held to be
illegal, invalid or unenforceable, the legality, validity or enforceability of the
remaining terms or provisions of this Agreement shall not be affected thereby, and
in lieu of each such illegal, invalid or unenforceable term or provision, there shall be
added automatically to this Agreement a legal, valid or enforceable term or provision
as similar as possible to the term or provision declared illegal, invalid or
unenforceable.
Section 11. Waiver. Either City or the Professional shall have the right to waive
any requirement contained in this Agreement that is intended for the waiving party's
benefit, but, except as otherwise provided herein, such waiver shall be effective only
if in writing executed by the party for whose benefit such requirement is intended.
No waiver of any breach or violation of any term of this Agreement shall be deemed
Standard Professional Services Agreement_Schertz -- Insurance Broker- 022014 Page 4
or construed to constitute a waiver of any other breach or violation, whether
concurrent or subsequent, and whether of the same or of a different type of breach
or violation.
Section 12. Governina Law: Venue. This Agreement and all of the transactions
contemplated herein shall be governed by and construed in accordance with the
laws of the State of Texas. The provisions and obligations of this Agreement are
performable in Guadalupe County, Texas such that exclusive venue for any action
arising out of this Agreement shall be in Guadalupe County, Texas.
Section 13. Paragraph Headinas: Construction. The paragraph headings
contained in this Agreement are for convenience only and shall in no way enlarge or
limit the scope or meaning of the various and several paragraphs hereof. Both
parties have participated in the negotiation and preparation of this Agreement and
this Agreement shall not be construed either more or less strongly against or for
either party.
Section 14. Bindina Effect. Except as limited herein, the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, devisees, personal and legal representatives, successors
and assigns.
Section 15. Gender. Within this Agreement, words of any gender shall be held
and construed to include any other gender, and words in the singular number shall
be held and construed to include the plural, unless the context otherwise requires.
Section 16, Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
Section 17. Entire Aareement. It is understood and agreed that this Agreement
contains the entire agreement between the parties and supersedes any and all prior
agreements, arrangements or understandings between the parties relating to the
subject matter. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot be changed
or terminated orally.
19. Disclosure of Business Relationships /Affiliations: Conflict of Interest
Questionnaire. Professional represents that it is in compliance with the applicable
filing and disclosure requirements of Chapter 176 of the Texas Local Government
Code.
Standard Professional Services Agreement_Schertz -- Insurance Broker- 022014 Page 5
EXECUTED on this the
CITY:
By:
Name: John C. Kessel
Title: City Manager
ADDRESS FOR NOTICE:
CITY
day of 2014.
City of Schertz
Attn: John C. Kessel, City Manager
1400 Schertz Parkway
Schertz, Texas 78154
with a copy to:
City Attorney
City of Schertz, Texas
Attn: Charles E. Zech
2517 N. Main Avenue
San Antonio, Texas 78212
CONTRACTOR:
By:
Name:
Title:
CONTRACTOR
Standard Professional Services Agfeement_Schertz - Insurance Broker- 022014 Page
. 6
Attachment A
CITY OF SCHERTZ
INSURANCE BROKER SERVICES AGREEMENT
THE STATE OF TEXAS §
GUADALUPE COUNTY §
This Insurance Broker Services Agreement ( "Agreement ") is made and entered by and
between the City of Schertz, Texas, (the "City') a Texas municipality, and
( "Professional ").
Section 1. Duration. This Agreement shall become effective upon the date executed
below and shall remain in effect for a period of one year from its execution unless
terminated as provided for herein.
Section 2. Scope of Work.
(A) In consideration of the Professional's exclusive authority to provide the Services
provided for herein the Professional shall provide insurance brokerage services to the
City for purposes of acquiring medical insurance, dental insurance, vision insurance,
COBRA, life insurance, long -term disability, and short -term disability health for the City
of Schertz employees, family members and retirees; to include:
1. Fully administering the required brokerage services via automated and
streamlined processes;
2. Providing annual open enrollment sessions scheduled through Humar
Resources;
3. Providing line item fee schedules (as applicable) for all services proposed ;
4. Providing on -staff medical direction and underwriting;
5. Providing wellness services through an on -staff wellness coordinator;
6. Providing 24 -7 Customer Service to City employees;
7. Providing renewal calendars and action plans for enrollment plans;
8. Providing benefit plan advising and resources;
9. Assisting in Communication campaigns regarding insurance education and
wellness; and
10. Writing RFP's for all medical carrier services.
The provisions of Service required shall be referred to herein as the "Scope of Work ".
(B) The quality of Services provided under this Agreement shall be of the level of
Standard Professional Services Agreennent_Schertz -- Insurance Broker- 022014 Page 1
professional quality performed by Professionals regularly rendering this type of
service.
(C) The Professional shall perform its Services for the Project in compliance with
all statutory, regulatory and contractual requirements now or hereafter in effect as
may be applicable to the rights and obligations set forth in the Agreement.
(D) The Professional may rely upon the accuracy of reports and surveys provided
to it by the City except when defects should have been apparent to a reasonably
competent professional or when it has actual notice of any defects in the reports
and surveys.
Section 3. Compensation.
(A) The Professional shall be compensated pursuant to any broker agreement and
the City shall have no obligation for payment of services or reimbursement of
expenses under this Agreement.
Section 4. Time of Completion.
The prompt completion of the services under the Scope of Work relates is
critical to the City. Unnecessary delays in providing services under a Scope of
Work shall be grounds for dismissal of the Professional and termination of this
Agreement without any or further liability to the City other than a prorated payment
for necessary, timely, and conforming work done by Professional prior to the time of
termination. The Scope of Work shall provide, in either calendar days or by
providing a final date, a time of completion prior to which the Professional shall have
completed all tasks and services described in the Scope of Work.
Section 5. Additional Provisions.
(A) Subletting. The Professional shall not sublet or transfer any portion of the work
under this Agreement or any Scope of Work issued pursuant to this Agreement
unless specifically approved in writing by the City.
(B) Compliance with Laws. The Professional shall comply with all federal, state
and local laws, statutes, ordinances, rules and regulations, and the orders and
decrees of any courts, administrative, or regulatory bodies in any matter affecting
the performance of this Agreement, including, without limitation, worker's
compensation laws, minimum and maximum salary and wage statutes and
Standard Professional Services Agreement_Schertz -- Insurance Broker- 022014 Page 2
regulations, and licensing laws and regulations. When required, the Professional
shall furnish the City with satisfactory proof of compliance.
(C) Independent Contractor. Professional acknowledges that Professional is an
independent contractor of the City and is not an employee, agent, official or
representative of the City. Professional shall not represent, either expressly or
through implication, that Professional is an employee, agent, official or
representative of the City. Income taxes, self - employment taxes, social security
taxes and the like are the sole responsibility of the Professional.
(D) Non - Collusion. Professional represents and warrants that Professional has not
given, made, promised or paid, nor offered to give, make, promise or pay any gift,
bonus, commission, money or other consideration to any person as an inducement
to or in order to obtain the work to be provided to the City under this Agreement.
Professional further agrees that Professional shall not accept any gift, bonus,
commission, money, or other consideration from any person (other than from the
City pursuant to this Agreement) for any of the services performed by Professional
under or related to this Agreement. If any such gift, bonus, commission, money, or
other consideration is received by or offered to Professional, Professional shall
immediately report that fact to the City and, at the sole option of the City, the City
may elect to accept the consideration for itself or to take the value of such
consideration as a credit against the compensation otherwise owing to Professional
under or pursuant to this Agreement.
(E) In the case of any conflicts between the terms of this Agreement and wording
contained within the Scope of Services, this Agreement shall govern. The Scope of
Services is intended to detail the technical scope of services, fee schedule, and
contract time only and shall not dictate Agreement terms.
Section 6. Termination.
(A) This Agreement may be terminated:
(1) By the mutual agreement and consent of both Professional and City;
(2) By the City, immediately upon notice in writing to the Professional, as
consequence of the failure of Professional to perform the services contemplated by
this Agreement in a timely or satisfactory manner;
(3) By the City, at will and without cause upon not less than thirty (30)
days written notice to the Professional.
Section 7. Indemnification. Professional agrees to indemnify and hold the
Standard Professional Services Agreement_Schertz -- Insurance Broker- 022014 Page 3
City of Schertz, Texas and all of its present, future and former agents,
employees, officials and representatives harmless in their official, individual
and representative capacities from any and all claims, demands, causes of
action, judgments, liens and expenses (including attorney's fees, whether
contractual or statutory), costs and damages (whether common law or
statutory), costs and damages (whether common law or statutory, and
whether actual, punitive, consequential or incidental), of any conceivable
character, for injuries to persons (including death) or to property (both real
and personal) created by, arising from or in any manner relating to the
services or goods performed or provided by Professional — expressly
including those arising through strict liability or underthe constitutions of the
United States or Texas.
Section 8. Notices. Any notice required or desired to be given from one party to
the other party to this Agreement shall be in writing and shall be given and shall be
deemed to have been served and received (whether actually received or not) if (i)
delivered in person to the address set forth below; (ii) deposited in an official
depository under the regular care and custody of the United States Postal Service
located within the confines of the United States of America and sent by certified
mail, return receipt requested, and addressed to such party at the address
hereinafter specified; or (iii) delivered to such party by courier receipted delivery.
Either party may designate another address within the confines of the continental
United States of America for notice, but until written notice of such change is
actually received by the other party, the last address of such party designated for
notice shall remain such party's address for notice.
Section 9. No Assignment. Neither party shall have the right to assign that party's
interest in this Agreement without the prior written consent of the other party.
Section 10. Severabilitv. If any term or provision of this Agreement is held to be
illegal, invalid or unenforceable, the legality, validity or enforceability of the
remaining terms or provisions of this Agreement shall not be affected thereby, and
in lieu of each such illegal, invalid or unenforceable term or provision, there shall be
added automatically to this Agreement a legal, valid or enforceable term or provision
as similar as possible to the term or provision declared illegal, invalid or
unenforceable.
Section 11. Waiver. Either City or the Professional shall have the right to waive
any requirement contained in this Agreement that is intended for the waiving party's
benefit, but, except as otherwise provided herein, such waiver shall be effective only
if in writing executed by the party for whose benefit such requirement is intended.
No waiver of any breach or violation of any term of this Agreement shall be deemed
Standard Professional Services Agreement_Schertz -- Insurance Broker- 022014 Page
or construed to constitute a waiver of any other breach or violation, whether
concurrent or subsequent, and whether of the same or of a different type of breach
or violation.
Section 12. Governina Law: Venue. This Agreement and all of the transactions
contemplated herein shall be governed by and construed in accordance with the
laws of the State of Texas. The provisions and obligations of this Agreement are
performable in Guadalupe County, Texas such that exclusive venue for any action
arising out of this Agreement shall be in Guadalupe County, Texas.
Section 13. Paragraph Headinas: Construction. The paragraph headings
contained in this Agreement are for convenience only and shall in no way enlarge or
limit the scope or meaning of the various and several paragraphs hereof. Both
parties have participated in the negotiation and preparation of this Agreement and
this Agreement shall not be construed either more or less strongly against or for
either party.
Section 14. Bindina Effect. Except as limited herein, the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, devisees, personal and legal representatives, successors
and assigns.
Section 15. Gender. Within this Agreement, words of any gender shall be held
and construed to include any other gender, and words in the singular number shall
be held and construed to include the plural, unless the context otherwise requires.
Section 16. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
Section 17. Entire Agreement. It is understood and agreed that this Agreement
contains the entire agreement between the parties and supersedes any and all prior
agreements, arrangements or understandings between the parties relating to the
subject matter. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot be changed
or terminated orally.
19. Disclosure of Business Relationships /Affiliations: Conflict of Interest
Questionnaire. Professional represents that it is in compliance with the applicable
filing and disclosure requirements of Chapter 176 of the Texas Local Government
Code.
Standard Professional Services A reeme
g nt_Schertz-- Insurance Broker- 022014 Page 5
EXECUTED on this the
CITY:
By:
Name: John C. Kessel
Title: City Manager
ADDRESS FOR NOTICE:
CITY
day of 2014.
City of Schertz
Attn: John C. Kessel, City Manager
1400 Schertz Parkway
Schertz, Texas 78154
with a copy to:
City Attorney
City of Schertz, Texas
Attn: Charles E. Zech
2517 N. Main Avenue
San Antonio, Texas 78212
CONTRACTOR:
By:
Name:
Title:
CONTRACTOR
Standard Professional Services Agreement_Schariz -- insurance Broker- 022014 Page 6