Agreement w/Gallagher Benefit Services
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AGREEMENT
Between City of Miami Beach of Florida and Gallagher Benefit S
for Broker Services
THIS AGREEMENT is made and entered into this 6th day of May, 2001, by and bet een the
CITY OF MIAMI BEACH (the City), a municipal corporation organized under the I ws of the
State of Florida, and GALLAGHER BENEFIT SERVICES, INC., a Delaware corpo ation whose
principal place of business is Boca Raton, Florida.
I. RECITALS
A. The City desires to receive professional consulting/brokerage services for its mployee
Benefit Program (the Program). The Program includes medical benefits for ctive and
retired employees.
B. Gallagher is engaged in the business of advising its clients on their insurance needs and
procuring insurance on behalf of its clients as an insurance broker.
C. Gallagher desires to provide certain consulting services and the City desires t have
Gallagher provide such consulting services in accordance with the terms her of.
II. TERM & TERMINATION
A. TERM
This Agreement shall be effective for an initial term of one (1) year commencing on May 6,
2001, and shall remain in full force and effect until May 5, 2002. Thereafter this A reement
shall be automatically renewed for successive one (1) year terms until terminated as provided
herein.
B. TERMINATION
Either party may terminate this Agreement, with or without cause, at any time durin the initial
term or any subsequent renewal terms by providing thirty (30) days prior written no ice to the
other party. In the event either party materially breaches this Agreement at any tim , this
Agreement shall terminate upon the failure of the breaching party to remedy the bre ch within
thirty (30) days ofreceipt of written notice of the breach.
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III. AGREEMENT
A. Obligations of Gallagher
1. Gallagher shall provide the overall management resource to the City fi r
administration of their Program as defined herein and by the City. The servic swill
include, but are not limited to, the coordination of the administration, financi I structure,
and service standard for the Program, In addition, all vendors will be monito ed for
physical compliance with agreed upon structures and service standards.
2. Gallagher shall use its best efforts to secure insurance required for the proper
administration of the City's business, In the event an insurance company can els or
refuses to place the necessary insurance, Gallagher shall use its best efforts to obtain the
coverage from another insurance company.
B. Obligations ofthe City of Miami Beach
I. The City agrees that a fee of $30,000 will be payable for the RFP pro ess as
defined in Addendum A and Gallagher will negotiate with the selected carrie for
ongoing fees. Gallagher will provide complete disclosure of commissions eceived.
2. The City is responsible for payment of premiums for all insurance pia ed by
Gallagher on its own behalf. If any amount is not paid in full when due, incl ding
premium payments to insurance companies, that non payment shall allow Ga lagher to
terminate this Agreement, as its option, in accordance with Section II.B,
C. Mutual Obligations
1. Ownership of Records and Documents
a. Gallagher agrees that all books, records, lists of names, journ Is, ledgers
and other recorded information developed specifically in con ection with
the administration of the City shall always be and remain the ropertyof
the City.
Gallagher agrees to keep all such material confidential and no to
reproduce, disclose or disseminate the material or the informa ion accept
as is necessary to seek proposal. Upon termination of this Ag eement for
any reason, Gallagher shall immediately return all such mater ai, and any
copies thereof, to the City,
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b. The City agrees that Gallagher is the sole owner of the followi g material
and that the City has no right to its use following termination 0 this
Agreement:
1. Proprietary computer programs;
H. Proprietary procedures and methods of administration; nd
HI. Underwriting and the City files developed by Gallaghe .
Except as required by Florida law or other court order, the City agrees
to keep all such material confidential and not to reproduce, dis lose or
disseminate the material or the information contained therein t third
parties without the prior written consent of Gallagher. Upon t rmination
ofthis Agreement for any reason, the City shall immediately r turn all
such material, and any copies thereof, to Gallagher.
2. Employees of Gallagher
The City agrees that during the term of this Agreement and for a peri d of one-
year following the date ofthe termination of this Agreement, it will n t utilize the
services of:
a. Any individual who was an employee of Gallagher during the term of this
Agreement, or any renewal, either as an employee or otherwis to perform
services for the City similar to those services provided by Gal agher under
this Agreement; and
b. Any person, firm, partnership or company which employs an person as a
principal or greater than 15% owner who was an employe of
Gallagher during the term of this Agreement, or any renewal, nd whose
duties in connection with such employment involved providi g services of
a kind, nature or description similar to those being provided b Gallagher
under this Agreement, whether or not such employee provide those
services for the City.
3. Waiver of Nonperformance
No waiver of any default in performance on the part of Gallagher or ike waiver
by the City, or any breach or a series of breaches of any of the terms, covenants or
conditions of this Agreement shall constitute a waiver of any subseq ent breach or
a waiver of said terms, covenants or conditions. Resort to any reme ies referred
to herein shall not be construed as a waiver of any other rights and re edies to
which either party is entitled under this Agreement or otherwise.
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4. Partial Invalidity
Should any part ofthis Agreement, for any reason, be declared invalid by a court
of competent jurisdiction, the remaining portion shall remain in full fo ce and
effect as if this Agreement had been executed without the invalid porti n.
5. Governing Law
The validity, interpretation and performance of this Agreement shall b controlled
and construed according to the internal laws of the State of Florida.
6. Successors
This Agreement shall be binding upon and shall inure to the benefit 0 all assigns,
transferees and successors in the interest of the parties hereto.
7. Entire Agreement; Modification or Amendment
This Agreement and the Exhibit hereto represent the entire and exclu ive
statement of the agreement of the parties and may be modified or am nded only
by a written statement signed by both parties. Such modification or a endment
shall be attached to, and shall thereupon become a part of this Agree ent.
8. Headings
Headings herein are for convenience of reference only and shall not considered
in any interpretation of this Agreement.
9. Practice of Law
It is understood and agreed that Gallagher will not perform, and the ity will not
request performance of, any services which may constitute the unaut orized
practice oflaw,
10. Counterparts
This Agreement may be executed by the parties in several counterpa s, each of
which shall be deemed to be an original copy.
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11. Remedies Not Exclusive
No remedy conferred hereunder is intended to be exclusive of any ther remedy
and each and every remedy shall be cumulative and shall be in addi ion to every
other remedy given hereunder or now or hereafter existing at law 0 in equity or
by statute or otherwise.
12. Subcontracting
Gallagher may subcontract any or all of the services required to be erformed by
it hereunder. Subject to prior notification to the city.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be ex cuted on the
date first written above.
THE CITY OF MIAMI BEACH
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cJ:y M nager . ,
Date: ~'II /01
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GALLAGHER BENE.F..IT SERVI~. S,)NC.
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ADDENDUM A
Scope of Services
The Gallagher consulting team proposes to assist the City of Miami Beach in roviding the
following services as outlined in the City of Miami Beach's "Scope of Work for Gr up Insurance
Consulting Services",
;.. Evaluate the current group insurance funding and plan designs and provide advi e to the City
of Miami Beach regarding funding techniques and plan design changes for cons'deration.
;.. Assist with the preparation and development of the RFP for soliciting proposal for the City
of Miami Beach's group insurance plans, This includes
. analyzing current plan and claim information and preparing the necessa y exhibits to
include in the RFP,
. assisting the City of Miami Beach in establishing and defining scop of services,
performance and submission requirements and evaluation criteria for the RF and
. facilitating meetings with bargaining units and management to discuss RF preparation
and recommended plan design changes.
;.. Participate in the City of Miami Beach's pre-proposal conference and evaluati n committee
meetings and give presentations, as required,
;.. Prepare a preliminary evaluation of all responses to the RFP and pre-qualify he proposers,
This includes
. developing matrix summarizing RFP responses to aid in the Committe's evaluation
process and
. providing technical support to the Purchasing Department and Evaluation ommittee in
the administration of the City of Miami Beach s procurement process for cquisition of
professional services,
;.. Participate in contract negotiations with the top-ranked fjrm(s) to sec re the most
advantageous contractual tenus and conditions for the City of Miami Beach.
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