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HomeMy WebLinkAbout2013-106 RESOLUTION NO. 2013-106 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 2 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT 3 SERVICES AGREEMENT BETWEEN ALLIANT INSURANCE SERVICES, INC. AND THE CITY OF SAN BERNARDINO TO PROVIDE BROKER AND 4 ADMINISTRATION SERVICES FOR THE EMPLOYEE'S HEALTH CARE PROGRAM. 5 6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 7 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 9 and directed to execute on behalf of said City a Consultant Services Agreement between 10 Alliant Insurance Services, Inc., and the City of San Bernardino for broker and 11 12 administration services of the City's Employee Health Care Program, a copy of which is 13 attached hereto marked Exhibit "1" and incorporated herein by reference as fully as though 14 set forth at length. 15 SECTION 2. The Purchasing Manager is hereby authorized to issue a Purchase Order 16 to Alliant Insurance Services, Inc. for consultant services for a total amount not to exceed 17 18 $246,000.00. 19 SECTION 3. The authorization granted hereunder shall expire and be void and of no 20 further effect if the agreement is not executed by both parties and returned to the Office of the 21 City Clerk within sixty (60) days following the effective date of the Resolution. 22 /// 23 /// 24 25 /// 26 27 28 2013-106 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT 2 SERVICES AGREEMENT BETWEEN ALLIANT INSURANCE SERVICES, INC. 3 AND THE CITY OF SAN BERNARDINO TO PROVIDE BROKER AND ADMINISTRATION SERVICES FOR THE EMPLOYEE'S HEALTH CARE 4 PROGRAM. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 6 and Common Council of the City of San Bernardino at a joint regular meeting 7 thereof, held on the 3rd day of June , 2013, by the following vote, to wit: 8 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ x 11 JENKINS 12 VALDIVIA X 13 14 SHORETT X 15 KELLEY X 16 JOHNSON x 17 MCCAMMACK X 18 19 George. Hanna, of Clerk 20 ,.e 21 The foregoing Resolution is hereby approved this 4 day of June , 2013. 22 eorort 23 ':trick J. Mo+is, Mayor 24 City . _: - :ernardino 25 Approved as to form: 26 JAMES F. PENMAN, City Attorney 27 By: ?• I % 28 / 2013-106 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ALLIANT INSURANCE SERVICES, INC. This Consultant Services Agreement (hereinafter referred to as "Agreement") is made and entered into this 3`d day of June, 2013, ("Effective Date") by and between the City of San Bernardino, a public body, corporate and politic (hereinafter referred to as "CITY") and Alliant Insurance Services, Inc., (hereinafter referred to as "CONSULTANT") (sometimes jointly referred to herein as the "Parties"). WITNESSETH: A. WHEREAS, the CITY is in need of a consultant to provide broker and administration services of its Employee Health Care Program, and B. WHEREAS, it has been determined by the Director of Finance that CONSULTANT represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CONSULTANT is competent, experienced and able to perform said responsible services; and D. WHEREAS, CONSULTANT will provide the most advantageous and responsible services; NOW THEREFORE, in consideration of mutual covenants contained in this Agreement and the mutual benefits to be derived there from, the Parties agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide the professional services as identified in Exhibit A, contained herein. CONSULTANT commits the necessary principal personnel to the performance of such services for the duration of this Agreement. CITY shall provide, in a reasonable and timely fashion, CONSULTANT with any documentation, records, reports, statistics or other data or information pertinent to the provision of services, which are reasonably available to CITY. CITY will provide a contact person to assist in the timely resolution of any issues that may arise. If a conflict arises between the Proposal and this CONSULTANT Services Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern. 5041 2013-106 1.2. Professional Practices. All professional services to be provided by CONSULTANT pursuant to this Agreement shall be provided by personnel identified in the Proposal and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional CONSULTANTs in similar fields and circumstances in accordance with sound professional practices. CONSULTANT also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect CONSULTANT's performance of this Agreement. CONSULTANT further represents that no City employee will provide any services under this Agreement. 1.3. Warranty. CONSULTANT warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. CONSULTANT shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including reasonable attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, arising from or related to CONSULTANT's performance under this Agreement. 1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not engage in, nor permit their officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at CONSULTANT's sole cost and expense. 1.7 Conflicts of Interest. During the term of this Agreement, CONSULTANT shall at all times maintain a duty of loyalty and a fiduciary duty as to the City and shall not accept 2 5041 2013-106 payment from or employment with any person or entity which will constitute a conflict of interest with the City. 1.8 City Business Certificate. CONSULTANT shall obtain and maintain during the term of this Agreement, a valid City Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONSULTANT to practice their profession, skill or business. 2.0. COMPENSATION AND BILLING 2.1. Compensation. CONSULTANT shall be paid an amount not to exceed $246,000.00 for providing the Services described in Exhibit A. This amount is inclusive of all professional fees and expenses. 2.2. Additional Services. CONSULTANT shall not receive compensation for any services provided outside the scope of services specified in the Proposal or the Scope of Services unless the City, prior to CONSULTANT's performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. CONSULTANT may submit invoices to City for approval. Said invoice shall be based on the total of all CONSULTANT's services which have been completed to City's sole satisfaction. City shall pay CONSULTANT's invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail, the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of CONSULTANT's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 2.5 Confidentiality of Reports. CONSULTANT shall keep confidential all reports, information and data received, prepared, or assembled pursuant to performance under this Agreement. Such information shall not be made available to any person, news release, firm, corporation, or entity without prior written consent of the City or as otherwise required by law. 5041 2013-106 3.0. TERM AND NOTIFICATION. 3.1. Term. This Agreement shall be in full force and effect for the term July 1, 2013,through June 30, 2014, unless the Agreement is previously terminated as provided for herein, or extended by amendment. The CITY, in its sole discretion, may exercise the option of two (2), one (1) year extensions to this Agreement. Option Year 1, if exercised, shall be from July 1, 2014 through June 30, 2015. Option Year 2, if exercised, shall be from July 1, 2015 through June 30, 2016. Should the CITY exercise the option to extend the Agreement, it shall do so in writing at least 30 days prior to the expiration of the Agreement. 3.2 Termination. City or CONSULTANT may terminate the services provided under Section 1.1 of this Agreement upon ninety (90) days written notice to the other party. In the event of termination, CONSULTANT shall be paid the reasonable value of services rendered to the date of termination. 3.3 Documents. In the event of termination of this Agreement, all documents prepared by CONSULTANT in their performance of this Agreement shall be delivered to the City within ten (10) days of delivery of termination notice to CONSULTANT, at no cost to City. Any use of uncompleted documents without specific written authorization from CONSULTANT shall be at City's sole risk and without liability or legal expense to CONSULTANT. 4.0. INSURANCE 4.1. Minimum Scope and Limits of Insurance. CONSULTANT shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors,personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. 4.2. Endorsements. The commercial general liability insurance policy shall contain or be endorsed to contain the following provisions: a 5041 2013-106 (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be materially changed or cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." 4.3. Certificates of Insurance. CONSULTANT shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. 4.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payments of damages to persons or property. 5.0. GENERAL PROVISIONS 5.1. Entire Agreement: This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 5.2. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. To the Consultant: Michael Menerey, Vice President Alliant Insurance Services, Inc. 333 S. Hope Street, Suite 3750 Los Angeles CA, 90071 Phone: (213) 270-0972 5 5041 2013-106 To the City: City of San Bernardino Human Resources Department 300 North D Street, Second Floor San Bernardino, CA 92418 Attn: Helen Tran, Acting Human Resources Division Manager Phone: (909) 384-5161 5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the City shall be considered as "attorneys' fees" for the purposes of this Agreement. 5.4. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. 5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONSULTANT's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release CONSULTANT of CONSULTANT's obligation to perform all other obligations to be performed by CONSULTANT hereunder for the term of this Agreement. 5.6. Indemnification and Hold Harmless. CONSULTANT shall save, protect, defend, indemnify and hold harmless City and its elected and appointed officials, boards, commissions, officers, attorneys, agents and employees from any and all claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses, including reasonable attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims arising from or in any way related to CONSULTANT's performance under this Agreement, except when caused solely by the City's negligence. 6 5041 2013-106 5.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting at all times as an independent contractor and not as an agent or employee of City. CONSULTANT shall secure, at its own expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONSULTANT and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Neither CONSULTANT nor its officers, agents and employees shall be entitled to receive any benefits which employees of City are entitled to receive and shall not be entitled to workers' compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONSULTANT and its officers', agents' and employees' work for the City. This Agreement does not create the relationship of agent, servant, employee partnership or joint venture between the City and CONSULTANT. 5.8 Conflict of Interest Disclosure: CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial affect on such interest. CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by City. 5.9. Responsibility for Errors. CONSULTANT shall be responsible for its work and results under this Agreement. CONSULTANT, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to CONSULTANT occurs, then CONSULTANT shall, at no cost to City, provide all other CONSULTANT'S professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 5.10. Prohibited Employment. CONSULTANT shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and CONSULTANT and no other parties are intended to be direct or incidental 7 5041 2013-106 beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 5.13. Headings Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 5.14. Amendments. Only a writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 5.15. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 5.16. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 5.17. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 5.18. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. /// / 8 5041 2013-106 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ALLIANT INSURANCE SERVICES, INC. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF SAN BERNARDINO Dated: By: Allen Parker, City Manager CONSULTANT Alliant Insurance Services, Inc. Dated: By: Michael Menerey, Vice President Approved as to Form: By: 1es F. Penman, City Attorney 9 5041 2013-106 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ALLIANT INSURANCE SERVICES, INC. Exhibit A Scope of Services Specific services and responsibilities to include: • Develop long-range employee benefit goals and strategies for the City of San Bernardino. • Assist in administering group insurance plans identified herein, settle disputes and other issues with carriers analyze the effectiveness of programs and offer creative solutions to problems. • Monitor ongoing contracts, including plan administration, provider compliance with contracts, booklets and employee education materials. • Respond promptly and accurately to questions from City representatives and employees. • Compliance assistance with applicable laws and regulations; advise City staff of changes in the laws and recommend solutions. • Act as an insurance broker/consultant on related issues such as IRS Subsection 125 and related discrimination testing, COBRA, Health Insurance Portability and Accountability Act (HIPAA), Medicare, Family and Medical Leave Act (FMLA), California Family Rights Act (CFRA), and Americans with Disabilities Act (ADA). • Review and analyze claims experience data, claims service, efficiency and accuracy of claims administration to ensure that we are receiving optimum service and benefits from all carriers and vendors. • Determine and recommend the most economical and efficient funding methods for various benefit programs. • Apprise City benefits representatives of local and national benefit trends, innovative ideas and recommend new products, programs and services to ensure a competitive benefits program. • Provide an annual review and summary of employee benefits, including analysis of the quality of benefits provided, cost effectiveness, competitiveness, recommendations, etc. 10 5041 2013-106 • Meet with and provide reports and updates to City representatives as needed. Provide estimates of renewal rates to assist City with forecasting and budgeting. • Represent City in all negotiations with providers on all issues, including those related to premiums, service, benefit levels, plan design, special terms and conditions, etc. Negotiate all changes and additions to contracts. • Solicit bids from insurance markets, which specialize in group insurance plans. Evaluate bids and bidders, including claims procedures, abilities, experience and history, service, financial policies and stability, and identify the most beneficial package for the City's needs. • Assist with the creation and implementation of communication materials (pamphlets, brochures, presentations, etc.) for new or changed programs, including materials for Open Enrollment and Health Fairs. Attend Open Enrollment meetings and Health Fairs, and provide enrollment support as needed. Provide fulfillment services for retirees and COBRA participants. • Identify, investigate, analyze and implement efficiency measures such as employer partnerships, electronic benefits administration, and other concepts that have the effect of reducing the costs associated with employee benefit programs without reducing services to employees. • Retiree administration to include communication, open enrollment, maintenance, billing services and Medicare reporting/eligibility. • COBRA administration to include communication, enrollment, maintenance and billing services. • FMLA administration to include claim management and processing; claim tracking, documentation and reporting; legal and medical expertise. 11 5041 2013-106 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ALLIANT INSURANCE SERVICES, INC. This Consultant Services Agreement (hereinafter referred to as "Agreement") is made and entered into this 3rd day of June, 2013, ("Effective Date") by and between the City of San Bernardino, a public body, corporate and politic (hereinafter referred to as "CITY") and Alliant Insurance Services, Inc., (hereinafter referred to as "CONSULTANT") (sometimes jointly referred to herein as the "Parties"). WITNESSETH: A. WHEREAS, the CITY is in need of a consultant to provide broker and administration services of its Employee Health Care Program, and B. WHEREAS, it has been determined by the Director of Finance that CONSULTANT represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CONSULTANT is competent, experienced and able to perform said responsible services; and D. WHEREAS, CONSULTANT will provide the most advantageous and responsible services; NOW THEREFORE, in consideration of mutual covenants contained in this Agreement and the mutual benefits to be derived there from, the Parties agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide the professional services as identified in Exhibit A, contained herein. CONSULTANT commits the necessary principal personnel to the performance of such services for the duration of this Agreement. CITY shall provide, in a reasonable and timely fashion, CONSULTANT with any documentation, records, reports, statistics or other data or information pertinent to the provision of services, which are reasonably available to CITY. CITY will provide a contact person to assist in the timely resolution of any issues that may arise. If a conflict arises between the Proposal and ' this CONSULTANT Services Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern. 5041 2013-106 1.2. Professional Practices. All professional services to be provided by CONSULTANT pursuant to this Agreement shall be provided by personnel identified in the Proposal and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional CONSULTANTS in similar fields and circumstances in accordance with sound professional practices. CONSULTANT also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect CONSULTANT's performance of this Agreement. CONSULTANT further represents that no City employee will provide any services under this Agreement. 1.3. Warranty. CONSULTANT warrants and California employment laws by this Agreement in compliance with all applicable Federal including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. CONSULTANT shall indemnify and hnld and harmless City from and against all claims, demands, payments, suits, actions, proceedings, judgments of every nature and description including reasonable attorneys' fees and costs,er any presented, brought, or recovered against City for,CONSULTANT'S performan enudnde th�s the above-mentioned laws, arising from or related Agreement. 1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not engage in, nor permit their officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition,Section marital 2940 status, f the Govern .Codender or Violation orientation, except as permitted pursuant of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that City may enter into agreements with other consultants for services ervi similar to the er services those Bare subject to this Agreement or may have its own employees perform contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at CONSULTANT'S sole cost and expense. 1.7 Conflicts of Interest. During the term of this Agreement, CONSULTANT shall at all times maintain a duty of loyalty and a fiduciary duty as to the City and shall not accept 2 5041 2013-106 payment from or employment with any person or entity which will constitute a conflict of interest with the City. 1.8 City Business Certificate. CONSULTANT shall obtain and maintain during the term of this Agreement, a valid City Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONSULTANT to practice their profession, skill or business. 2.0. COMPENSATION AND BILLING 2.1. Compensation. CONSULTANT shall be paid an amount not to exceed $246,000.00 for providing the Services described in Exhibit A. This amount is inclusive of all professional fees and expenses. 2.2. Additional Services. CONSULTANT shall not receive compensation for any services provided outside the scope of services specified in the Proposal or the Scope Services unless the City, prior to CONSULTANT's performing the additional services, approves additional services in writing. It is specifically un neshall be barred and are unenforceablevals of such additional services or additional compensation Method of Billing. CONSULTANT may submit invoices to City for approval. Said invoice shall be based on the total of all CONSULTANT'S services which have been completed to City's sole satisfaction. City shall pay CONSULTANT'S invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail, the services performed and the associated time for completion.be designated as Services"Any additional shall and performed pursuant to this Agreement shall g identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of CONSULTANT'S services relating to this incip Agreement shall be maintained in accordance with generally audit at at mutually convenientrt meslfor a and shall be made available to City for inspection a u period of three (3) years from the Effective Date. 2.5 Confidentiality of Reports. CONSULTANT shall keep confidential all reports, information and data received, prepared, or assembled pursuant to performance under this Agreement. Such information shall not be made available to any person, news release, firm, corporation, or entity without prior written consent of the City or as otherwise required by law. 3 5041 2013-106 3.0. TERM AND NOTIFICATION. 3.1. Term. This Agreement shall be in full force and effect for the term July 1, 2013,through June 30, 2014, unless the Agreement is previously terminated as provided for herein, or extended by amendment. The CITY, in its sole discretion, may exercise the option of two (2), one (1) year extensions to this Agreement. Option Year 1, if exercised, shall be from July 1, 2014 through June 30, 2015. Option Year 2, if exercised, shall be from July 1, 2015 through June 30, 2016. Should the CITY exercise the option to extend the Agreement, it shall do so in writing at least 30 days prior to the expiration of the Agreement. 3.2 Termination. City or CONSULTANT may terminate the services provided under Section 1.1 of this Agreement upon ninety (90) days written notice to the other party. In the event of termination, CONSULTANT shall be paid the reasonable value of services rendered to the date of termination. 3.3 Documents. In the event of termination of this Agreement, all documents prepared by CONSULTANT in their performance of this Agreement shall be delivered to the City within ten (10) days of delivery of termination notice to CONSULTANT, at no cost to City. Any use of uncompleted documents without specific written authorization from CONSULTANT shall be at City's sole risk and without liability or legal expense to CONSULTANT. 4.0. INSURANCE 4.1. Minimum Sco•e and Limits of Insurance. CONSULTANT shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles,hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. 4.2. Endorsements. The commercial general liability insurance policy shall contain or be endorsed to contain the following provisions: 4 5041 2013-106 (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be materially changed or cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." 4.3. Certificates of Insurance. CONSULTANT shall provide to City certificates of insurance showing the insurance coverages and forrequired an dsery ces under thbs Agreement a form and content approved by City, prior to pe g Y 4.4. Nomiting. Nothing in this this Agreement,shall,o construed e extent to which in any way, the indemnification provision contained in g CONSULTANT may be held responsible for payments of damages to persons or property. 5.0. GENERAL PROVISIONS 5.1. Entire Ag,reement: This Agreement constitutes supersedes ersedes any and all other prig een the parties with respect to any matter referenced herein a nd p y writings and oral negotiations. This Agreement may be The modified of this Agreement dshall pre bail the parties in interest at the time of such modificati o over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 5.2. Notices. Any notices, documents, correspondence or other communications livery, concerning this Agreement or the work hereunder forth belowprSu personaicatiol shall be facsimile or mail and shall be addressed a s set deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. To the Consultant: Michael Menerey, Vice President Alliant Insurance Services, Inc. 333 S. Hope Street, Suite 3750 Los Angeles CA, 90071 Phone: (213) 270-0972 s 5041 2013-106 To the City: City of San Bernardino Human Resources Department 300 North D Street, Second Floor San Bernardino, CA 92418 Attn: Helen Tran, Acting Human Resources Division Manager Phone: (909) 384-5161 5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection with this Agreement,the prevailing party shall be entitled fees, n�urred by the prevailing party an the l costs and expenses, including reasonable attorneys' , exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary on behalf of the C ty shall be cons dered as members of his office in enforcing this contract "attorneys' fees" for the purposes of this Agreement. 5.4. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to haody of laws pertaining the parties here t of laws. In the event of any legal action to enforce or interpret agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. 5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONSULTANT'S interest in this Agreement without City's prior written consent. Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute breach of this consent, o subletting or assignment shall termination of this Agreement. Regardless o f City's release CONSULTANT of CONSULTANT'S ob term f to perform Agreement other obligations to be performed by CONSULTANT hereunder for the 5.6. Indemnification and Hold Harmless. CONSULTANT shall save, protect, defend, indemnify and hold harmless City and its elected and appointed officials, boards, commissions, officers, attorneys, agents and employees from any and all claims, losses, demands, suits, administrative actions,penalties, liabilities and eX erson or persons ior damages of any nature damage to property or injuries to or death of y person but not limited to, all civil claims or workers' under this pAgreementaexceptswhen�ausedn any way related to CONSULTANT's performance by the City's negligence. 6 5041 2013-106 5.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting CONSULTANT shall secure, aindependent is own expense, and be responsible esponsible agent or employee of City. CONSUL Tax for any and all payment of wages,benefits and ta U gmployment Compensation and Social Security, State Disability Insurance Compensation, other payroll deductions for CONSULTANT and officers,he segv'ctes to be performed hereunder. business licenses, if any are required, in connection Neither CONSULTANT nor its officers, agents and employees shall be entitled to receive any benefits which employees of City are entitled to receive medical linsurancen hfeansurance�paid compensation insurance, unemployment compensation, vacations, paid holidays, pension, profit sharing or social security on account of CONSULTANT and its officers', agents' and employees' work for the City. This Agreement between does hs City and the relationship of agent, servant, employee partnership or joint CONSULTANT. 5.8 Conflict of Interest Disclosure: CONSULTANT or its employees h may(1)be subject to the provisions of the California interests that may be Act mat 1974 iallyt affect td)by the work such persons to disclose financial under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial affect on such interest. CONSULTANT shall conform to all requirements of the by City. to do so constitutes a material breach and is grounds for termination of the Agreement 5.9. Responsibility for Errors. CONSULTANT requested,shall e resp responsible c for riits on and results under this Agreement. CONSULTANT, when and/or explanation as may be required by the lrcost to City.tln the gentdthataan ny erroriors rendered under this Agreement at no additional attributable to CONSULTANT occurs, then CONSULTANT shall, at no cost to City, provide all other CONSULTANT'S professional services n any required w th regard to matter to the sole satisfaction of City and to participate Y the correction. 5.10. prohibited Employment. CONSULTANT shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 5.11. Costs. Each party shall bear its own costs and fee obligations hereunder excepttaon and of its obli negotiation of this Agreement and in the performance g expressly provided herein. le 5.12. No Third Party Beneficiary Rights. This to be direct or�nc dent 1 benefit of City and CONSULTANT and no other parties are 7 5041 2013-106 beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 5.13. Headings Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 5.14. Amendments. Only a writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 5.15. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligationsce o agreements compliance.tallo waiver of any provision of waiver of those rights to require such performance this Agreement shall be effective unless in writing and signed The waiver of righp or remedy of the party against whom enforcement of a waiver sought. with respect to any occurrence or event shall not be deemed ea waiver of a any right or waiver. with respect to any other occurrence or event, nor shall any 5.16. Seveability. If any provision of this for any reason, such determination shall competent jurisdiction to be invalid or unenforceable Y hereof or of the not affect the validity or enforceability of the remaining t eain remaining provis onssof this Agreement offending provision in any other circumstance, and shall remain in full force and effect. 5.17. Counterparts: This Agreementmay counterparts shall be construed together and shall each of which shall be deemed an original. All constitute one agreement. 5.18. Corporate Authority. The persons executing o e xeuelt Agreement Ag Agreement on behalf ofesaid parties hereto warrant that they are duly authorized and that by doing so,the parties hereto are formally bound to the provisions of this Agreement. / // 8 5041 2013-106 CONSULTANT SERVICES AGREEMENT URANCE SERVICES, NCF SAN BERNARDINO AND ALLI IN WITNESS WHEREOF, the parties hereto have caused e first above Agreement ttto be executed by and through their respective authorized officers, as of th e date CITY OF SAN BERNARDINO Dated: GP I I t By: ` A en Parker, City Manager CONSULTANT Alliant Insur. ce Services, Inc. Dated: 6. 2/ 3 By: ; / Michael Menerey,Vice Pr sident Approved as to Form: By: I . . des F. Penman, City Attorney i 9 5041 2013-106 CONSULTANT SERVICES AGRENMENSURANCE SERVICEST INC. SAN BERNARDINO AND ALLIAT Exhibit A Scope of Services Specific services and responsibilities to include: • Develop long-range employee benefit goals and strategies for the City of San Bernardino. • Assist in administering group insurance plans identified herein, settle disputes and other issues with carriers analyze the effectiveness of programs and offer creative solutions to problems. • Monitor ongoing contracts, including plan administration, provider compliance with contracts, booklets and employee education materials. • Respond promptly and accurately to questions from City representatives and employees. • Compliance assistance with applicable laws and regulations; advise City staff of changes in the laws and recommend solutions. • Act as an insurance broker/consultant on related issues Portability Rand Accountabil y Acdt related discrimination testing, COBRA, Health Insurance California Family Rights Act (HIPAA), Medicare, Family and Medical Leave Act (FMLA), (CFRA), and Americans with Disabilities Act(ADA). ency and accuracy of • Review and analyze claims experience data, claims optimum s service and benefits from all claims administration to ensure that we are receiving carriers and vendors. • Determine and recommend the most economical and efficient funding methods for various benefit programs. • Apprise City benefits representatives of local and national benefit trends, innovative ideas and recommend new products, programs and services to ensure a competitive benefits program. • Provide an annual review and summary of employee benefits, including analysis of the quality of benefits provided, cost effectiveness, competitiveness, recommendations, etc. 10 5041 2013-106 • Meet with and provide reports and updates to City representatives as needed. Provide estimates of renewal rates to assist City with forecasting and budgeting. • Represent City in all negotiations with providers on all issues, including those related to premiums, service, benefit levels, plan design, special terms and conditions, etc. Negotiate all changes and additions to contracts. • Solicit bids from insurance markets, which specialize in group insurance plans. Evaluate bids and bidders, including claims procedures, abilities, experience and history, service, financial policies and stability, and identify the most beneficial package for the City's needs. • Assist with the creation and implementation of communication materials (pamphlets,brochures, presentations, etc.) for new or changed programs, including materials for Open Enrollment and Health Fairs. Attend Open Enrollment fulfillment services sfor Fairs, provide enrollment support as needed. • Identify, investigate, analyze and implement efficiency measures such as employer partnerships, electronic benefits administration, and other concepts that have the effect of reducing the costs associated with employee benefit programs without reducing services to employees. • Retiree administration to include communication, open enrollment, maintenance, billing services and Medicare reporting/eligibility. • COBRA administration to include communication, enrollment, maintenance and billing services. • FMLA administration to include claim management and processing; claim tracking, documentation and reporting; legal and medical expertise. 11 5041