Loading...
HomeMy WebLinkAboutC2006-432 - 9/26/2006 - Approved Page 1 of 5 BI-0176-06 PROFESSIONAL SERVICES AGREEMENT HSA Consultant Services This Agreement for securing professional services is entered into by and between the City of Corpus Christi ("City"), a home rule city under the laws of the State of Texas, and Mercer Oliver Wyman and Mercer Health and Benefits (hereafter collectively, "Consultant") This Agreement becomes effective upon signature by the City Manager or designee. The City seeks the services of Consultant to perform an actuarial analysis of the City's self-insurance activities within the employee benefits fund; and The Consultant will prepare and issue a written report which documents its findings and recommendations: In consideration of the stated mutual covenants, undertakings and considerations the parties agree as follows Section 1. Contract Administrator The City's contract administrator ("Contract Administrator") for this Agreement is the Director of Human Resources, Cynthia Garcia, or her designee. The Contract Administrator is responsible for all phases of the City's performance and operations under this Agreement including authorizations for payment. All notices or communications regarding this Agreement shall be directed to the Contract Administrator pursuant to Section 18, below. ~tion 2. Scope of Service The Scope of Service shall be in accordance with Exhibit A - Consumer Directed H.alth Care/HSA Consulting Proposal attached herewith (hereinafter, "Proposal") under the section titled "Project Scope of Work". S~tion 3. Price Total price for services shall be as specified In Proposal in the section titled "Professional Fees." 5a1ction 4. Term of Aareement This Agreement commences upon execution by the City Manager or designee and continues for a period of twelve (12) months. ~tion 5. Termination of Aareement The City may, at any time, with or without cause, terminate this Agreement immediately upon written notice to the Consultant Upon termination of this Agreement, all finished or 2006-432 09/26/06 \U006-J23 ,j itKt3 Mercer.doc \lercer Olher \\ \ man -_. Page 2 of 5 unfinished documents, data, studies, or reports prepared by the Consultant, at the option of the City will be delivered to the City and become the property of the City. Section 6. Fiscal Year and Appropriations AU parties recognize that the continuation of any Agreement after July 31, the close of any fiscal year of the City, will be subject to appropriations and budget approval providing for covering the Agreement as an expenditure in the budget. The City shall not be obligated to perform under this Agreement if the City Council declines to appropriate funds sufficient to pay Consultant. Similarly, in that event Consultant shall have no obligation to continue performance under this Agreement. S4ICtion 7. Assiqnabilitv The Consultant will not assign, transfer, or delegate any of its obligations or duties under this Agreement to any other person without the prior written consent of the City. The performance of this Agreement by Consultant is the essence of this Agreement and City's right to withhold consent to the assignment will be within the sole discretion of the City Section 8. Independent Contractor Consultant will perform all professional services as an independent contractor and will fumish these services in its own manner and method, and under no circumstances or conditions will an agent. servant. or employee of the Consultant be considered an employee of the City Any agent. servant and employee of the Consultant assigned to perform services under this Agreement shall be competent, capable, qualified and duly licensed under the laws of the State of Texas to perform their services. Section 9. Subcontractors Consultant may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Consultant must obtain written approval from the City. In using subcontractors, Consultant agrees to be responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Consultant. All requirements set forth as part of this Agreement wiN be applicable to all subcontractors and their employees to the same extent as if the Consultant and its employees had performed the services. StlCtion 10. Applicable law Consultant agrees to abide with all Federal and Texas law, including those laws related to Equal Opportunity and to Persons with Disabilities. The place of performance under this Agreement will be in Corpus Christi, Nueces County. Texas. Venue for any legal action will be in the appropriate Court in Nueces County. Texas. i Dcyle ib HumanRec 091 DC .;[i"'::;are HS'\Con,u itKH MercerdDC ...........-...,-""" Page 3 of 5 Section 11. Authoritv Consultant and the City each represent that the individual signing on its behalf has the power and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation of each party. Section 12. Waiver No waiver of any breach of any term, or condition of the Agreement, will be construed to waive any subsequent breach of the same. Section 13. Disclosure of Interests Consultant further agrees, in compliance with City of Corpus Christi Ordinance No. 17112. to complete, as part of this Agreement, the Disclosure of Interest form provided to Consultant. A copy of the Disclosure of Interest is attached as Exhibit 1. 541Ction 14. Insurance Consultant shall procure and maintain the insurance coverage required under this Agreement as Set forth In the attached Exhibit 2. Section 15. Indemnification Consultant shall fully indemnify, save, and hold harmless the City and tlfe City's officers, employees, representatives, and agents against arty and all damages, losses, judgments, claims or other monetary losses recovered from the City on account of personal injuries including, without limitation, workers' compensation, death claims, P'Operty loss or damage of any kind, or any other kind of damages which are attributable to consultant's negligence or willful acts or omissions (as determined by final judgment of a court of competent jurisdiction which is no longer subject to appeal or further review) while in performance of this AGREEMENT and including all expenses of litigation, court costs, and attorneys' fees incurred by the City in connection with defending itself in any actions resulting in these monetary losses. To the extent not prohibited by the statutes of the State of Texas and the Texas Constitution, the City shall indemnify, save, and hold harmless the Consultant and its officers, employees, representatives, artd agents against any and all damages, losses, judgments, claims or olher monetary losses recovered from the Consultant on account of personal injuries including, without limitation, workers' Doyle .,6 HumanRe, 091 D(~[>-'Care H~;.\ Cow." W Of: Me-ce' - Page 4 of 5 compensation, death claims, property loss or damage of any kind, or any other kind of damages which are attributable to the City's gross negligence or willful acts or omissions (as determined by final judgment of a court of competent jurisdiction which is no longer sllbject to appeal or further review) while receiving services under this AGREEMENT and including all expenses of litigation, court costs, and attorneys' fees incurred by the Consultant in connection with defending itself in any actions resulting in these monetary losses. S~tion 16. Notice All notices, demands, requests, or replies provided for or permitted under this Agreement by either party must be in writing and must be delivered by one of the fotlowing methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax transmission. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission, with proof of receipt. All these communications must only be made to the following IF TO CITY: City of Corpus Christi Attn: Cynthia Garcia Director, Human Resources PO. Box 9277 Corpus Christi, Texas 78469-9277 PHONE: (361) 880-3315 __~A~:_ (361J~~Q-369 7 IF TO CONSULTANT: Mercer Oliver Wyman Attn: Beth R. Fritchen, FSA, MAAA 411 East Wisconsin Ave., Ste.1600 Milwaukee, WI 53202-4419 PHONE: (414) 223-7981 FAX: (414) 223-3244 Eilher party may change the address to which notice is sent by using a method set out above. Consultant shall notify the City of an address change within thirty (30) days after the address is changed S~tion 17. Severability In the event that anyone or more of the provisions of this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. C .( Doyle. "3.06' HumanRes '6\(\60911 DC CDHCareHS; ConsutK.B! 01 '6 Jf Mercer doc Page 5 of 5 S.-:tion 18. Headinas The headings used in this Agreement are for convenience only and are not to be construed as part of this Agreement S-=tion 19. Amendment No modification or amendment of this Agreement shall be binding unless it is in the form of a written document referring to this Agreement and signed by authorized representatives of the City and Consultant. ~~ E)(EC~.~~ IN~UPLlCATE, each of which will be considered an original, this' day oL~K.- i tJ-<~.::._ 2006. CITY ~S CHRISTI George K Noe. City Manager, or designee ^~~. ';' --=.. ~~~VED AS TO FORM 13 September 2006 ~.~--~--- Doyle D, Curtis Chief, Administrative Law Section Senior Assistant City Attorney For City Attorney 1y).lrD .LlbL CO \ ~UI<I~ SY OOU...CIL __.9.~.lie.L~ ..............Et:. SEClnAR~ CONSULTANT: Mercer Oliver Wyman 9 .,,-J ~.~ _r , B' ./. j .' j- / y. -__..,-.. - ,--" .,-,,---L-'~ Name: .. .. "- .,~ , lo..~ J-J. 1- ,--;~: ~,A' Title: ~ '\ 1 ;\.' , ...;;"', p..... -~ -. "! - '- Date: .; C ! Dcyle.'" !.If! HumanRes 'i\!.'b J91' DC 1:[>-iCareHS Cor,su 'tK.bl Mercer .doc _.,"~ MERCER OLIVER WYMAN 411 East Wisconsin Avenue, Suite 1600 Milwaukee, WI 53202-4419 414 223 7989 Fax 414223 3244 beth fritchen@mercer.com www merceroliverwyman.com September] 1. 20011 Ms. Adna Schreiber-Gal/'a City 0 f Corpus Christi P.O. Box 9277 Corpus Christi. Texas 78469-927'" Subject: Consumer Directed Health Care I HSA Consulting Proposal Dear Adna: Mercer Oliver Wyman and Mercer Health and Benefits (collectively, Mercer) is pleased to prOVide you With this proposal to assist the City of Corpus Christi (the City) with your benefits program. ThiS proposal jl)cuses on strategic planning and the preliminary evaluation of Consumer Directed Health Care (CDHC) combined with the viability of a Health Savings Account-based (HSA) or a Health Reimbursement Account (HRA) Consumer Directed Health Plan (CDHP). This proposal has been modified based on our discussion with you and your colleagues, We look fonvard to working with YOll to build a consulting solution that exactly meet-.. your needs Proposed Feasibility Study - Objectives and Outcomes It is our understanding that the City \\ould like to conduct a Feasibility Study to determine if a CDHP \v1th an HSA or HRA as the account mechanism is a practical health plan option for your population, Further, \ve imderstand that the City would consider a multiple year strategy to accomplish its objecl1ve~ We have outlined a set of services that we believe will be of greatest assistance to the Cfty by nelping y(\U · Define goals and measures of 'iuccess for a multi-year consumer directed initiative; · ReView your current programs benefit plan designs, enrollment and cost trends; the City's demographiCS: and k,'y health care ..:ost drivers, in order to provide suggestions for cost management npportunities and better alignment with consumensm and CDHP; · (reate a fi\ e-year hif.h-level health care cost baseline using Mercer's MedForecast™ technology to allow leal-tllne finanCial modeling of multiple interventions; · (reate a'stra\\ man' HSA-based or HRA-based consumer directed plan design that represents how a CDHP might best be designed to meet your goals; ~' Page .~ September 13, 2000 City \)f Corpus Chlistl · Conduct financIal analysis of CDHP relative benefit values compared to your other plans wIth a high-level evaluation of the potential cost impact of up to three scenarios of HSA- hased or HRA based CDHP otTerings: · ASSIst city with plannmg employee focus groups to measure employee interest and receptivity to the approach under consideration; · Provide analYSIS supporting whether or not to move forward with an HSA-based or HRA- hased CDHP offerin~ If appropriate. offer a preliminary design; and · Present final recommendatIons. suggested timing for implementation of recommendations and estimated finanCial impacl In the remainder of this letter, we hriefly outline the services to be provided in the Feasibility Stud\ Project Scope of Work A detailed project plan is included as an attachment to this letter. The following is a description of the major tasks aSSOCIated with the Feasibility Study. · Objective Setting and Data Collection: We will conduct a project kick-off meeting that confirms the nature of the proJect. timing, data collection needs. [mancial objectives, existing admInistrative capabilities. current communication infrastructure, success criteria, and roles and responsibilities (\1' the City and Mercer's project team members. Defining the goals for the program and what success will look like are Important first steps in modeling a new program Mutually agreed upon targets for success will act as guiding principles as we move !llf\vard III the design of the ne\v program. Oeliverables and timing: One meetmg Wntten confinnatlOn of the Clty'S objectives Early October · Preliminary Benefit Program Design Health Care Data Analysis: A solid understanding of cost and utilization indicators tor the City's plans is an important component to determine key health care cost drivers. We will analyze the current program design; plan cost and utilization data; enrollment and demographic data; and union contract and enrollment information. We will create a five-year health care cost baseline using MedForecast. This technology allows real-time hIgh-level finanCial modeling of strategic interventions to determine the impact on your program costs over a five-year period. .-. ,- Page j Septemher ] 3, 2006 City nf Corpus Christi Summarize findings from analysis: The findings from our analysis will help us Identify the oppOltunities t()r cost management and how a consumerism strategy should 11e crafted to meet the needs of the City. Straw Man Design: Creating an initial "straw man" design of what the potential (onsumer directed program will look like for the City will give us a basis for financial analysis and mak mg consumerism recommendations across the program. We would walk through a fairly detailed set of plan design decIsions (e.g., preventive care design, HSA lunding options. admimstrative and vendor options, debit cards, plan positioning mcluding high-level contnhutlOn setting. etc.) with the objective of defining as many of the plan provisIOns as possihle prior to the next evaluation steps. Deliverables and timing: Meeting to discuss key findmgs from the data analysis and review straw man scenarios for Jesign and timing. Report documenting findings and illustrating design optIons and timing. End of November/early December · Preliminary Financial Modeling: Once these preferences and requirements are captured, Mercer will work to l:atalogue all the decisions made and create a consumerism and CDHP program that vvill meet the City's needs. We will also have our actuaries most experienced with CDHPs and HS\s /HRAs reVJew the basIc design to confirm the financial viability hcf()re begmnll1g financial modelmg This is an important step to minimize the risk of adverse selectIOn thal could potentially increase the City's cost 1fnot structured properly in v1nJunctloll with othl'r program elements. Deliverables and timing: Meeting to discuss key findmgs from the preliminary financial analysis Report documenting findings and illustrating potential selection issues End of Novembeffearlv Decemher · Focus Groups: During the FeasIbility Study. it is important to conduct employee research (Incus groups or Web survey) on readiness for consumerism and a CDHP-type of health care plan The focus groups will soltcit teedback from employees about their current health care and henefit huying patterns and test various techniques to effectively communicate the new deSIgns and inf1uencc consumer behavior by employees and family members. Deliverables and timing: Develop questionnaire and ll1vitation; conduct 1 focus group meeting along with City staff so you can complete remaining focus groups Planmng in January for February actinty Page -+ September 13, 2006 City of Corpus Christl · Financial Analysis and Modeling: Once the goals, straw man design and overall program design are agreed upon, Mercer can begin preliminary financial analysis around the plans and program. The analysIs will utilize our proprietary CDHP Financial Tool and will filCUS on Selection between the plans based on relative benefit value; Selection between the plans based on contributions; Sensitivity analysis around the impact of greater or lesser enrollment; Long-teml preliminary projections of HSA-based or HRA-based CDHP over a five year term High-level scenanos of employee financial impact, tax savings and funds accumulation toward~ retIree health expenses Impacts caused by vendor changes, such as network discount arrangements, service areas and the efficiency of con~umerism support tools can only be roughly estimated at this stage. This process typicalh takes multiple Iterations between plan design, contribution/rate setting, actuarial assumption:-- and projectIOns For this process, we have assumed two iterations. Deliverables and timing: Meeting to discuss key findmgs from the financial analysis Report documenting findings and illustrating various impact analyses on key stakeholders Mid to late January · Present results of Feasibility Study and Recommendations to the City: We will meet with the City to present a summary of the project, key findings, recommended plan deSIgns, recommended timmg and financial projections. Deliverables and timing: Presentation to the City and CIty Council Ready for presentatIOn III April (in advance of final budget in May) Timing We have outlined a propnsed timeframe for this project assuming a start date of October 15 and a completion date of April 30. The key milestones are outlined below. The detailed project plan contains more detail on the specific timing associated with each of the tasks to be performed. .~ Page" September 13, 2(1()6 City ,1f Corpus Christl · Kick-off meeting -,.------- October 15th October 27th November 10th . Data collection completion Analysis of plan data and development of "straw man" design Meeting to discuss preliminary design & financial modeling .__..____....____ ,_,____ _ ".,"___0'___' ,___.._.__._m___..____ Finalize benefit designs --..-- Meeting to discuss final design and financial modeling and analyses i=ocus group planning & initial facilitation November 14th . December 18th January 16th . Presentation to City Council Start in January for Completion in February April 30th Professional Fees Our professional fees tcn the project as described in this letter are estimated to be $95,000. FOCUS Groups $55,000 $30,000 $10,000 Strategy and Benefit Design Actuarial and Financial Analysis If the scope of services or staffing requirements changes. then the professional fees will be adjusted in advance by mutual agreement In additIOn to protessional fees, we will also bill montWy for our expenses such as travel, postage, mailmgs, delivery services, design fees, printing, photography/artwork, output revisions, and other reasonable out-of-pocket expenses The City is responsible for any sales taxes, including those assessed by any sales tax authorities subsequent to your payment for the Services. Payment of Mercer' s invoices is due upon receipt. ~_.w""'__" Page Il September 11, 200h City ,)fCorpus Christi Team Beth Fntchen, FSA, MA L\A will sen e as the project leader and be responsible for the overall satisfaction of the projecl In addition, she will perform the financial analysis required in this project. She has a vast amount of experience in pricing consumer driven health care plans and financial analysIs. The T\lercer Human Resource Consulting practice has implemented many CDHC programs for employers across the country. Our consultants are some of the experienced consumer directed consultants m the country. Tracy Watts will serve as the Senior Strategy Consultant for thIS engagement. She \Viii be assisled by Julie Peacock who will serve as your day to day practice consultant from Mercer Health and Benefits. Jackie Powell will serve as the lead on the communIcation strategy Weare eXCIted about the opportunIty lei work with you on this evaluation project Please feel free to call me at 414]23 79>< 1 wIth any questions or to discuss next steps. Sincerely. .~ 12. ,JAi~ Beth R. Fritchen. FSA, J\.1AAA Copy Julie Peacock, Tracy Watts Mercer Health & Benefits Jackie Powell. Mercer Human Resource Consulting ......"..,. - ",~ ~"""""'''''''- Proposed Work Plan City of Corpus Christi: HSA/HRA Feasibility Study Code Deliverable/T ask 1.0 1 0' 02 ~ f i ~ f i r- f , Draft PrOject plan 0:' I Finalize pcojeet plan - key dates plan --.--.--..-- .--..-.....-. Data Collection milestones 2.0 ~).01 pevelop ~nd distribute an electronic data re 202 Gather plan information -----_.~-~_.- 203 Organize data --------..-.--.-...-- - 2_04 I Load data Into Mercer System ~ Preliminary Benefit Program Design _ 0" i Prepare detailed Slde-by-slde comparison ( ___ ___ _ _+~ene~ ____" _________ ~302_+_-- Analyze demographics _ ___ ___303-1__An~.!Ee utilization and claims data " __~)O"-t__ Benchmark plans & cost uSing survey d .-:)05_+-~~mmanze key findings & observations .-:)06_+~dentify financial target" _ __307+_ldentify Key cost drivers ____ __:08 i-- Analyze utilization and claims data __ __::,~9".t Develop matenals & P~~0~~__ ___31 OJ_-,':)ros/Cons on HSNH!3~____ _ ___~'_+ _ Demographic characteristics of HSNHRA __j~'_-+- _~eglslative requires __ 13 ___ _+ Research eligible services covered under 24_+ _Pros/cons of funding HSA _ _ _ ____ i 1~) i Develop - ecommendation for plan desigr _ ---t ~ 2008__nm__ -- __s.26 I Review and finalize presentation -11" 318 :3 19 _~eeting 1 Educate & Gather Input Outline our understanding of philosophy .E2!aft preliminary bene~t2!r~~______ ; 20 i _ _ _ .__tBefine 2007 & 2008 plan deSign recomrr ___3 2 : Research Impact of access to health care 322 E'ricing of Recommended Plan DeSigns J23 Present strategy to Client - Meeting 2 324 325 ) 26 Finalize the benefit strate Finalize 2007 & 2008 plan deSign options Present benefit plan design options to clien :; --- ---.-.-------.-....-.-.-.-..----.---.--- 327 Refine the initial strate /vlsion/ .__328_.L E'resent to City Councll__ __ -----.- -----_...-_.._"._~----,-- Target Start Target End Date Date 10/16/06 10/16/06 08/01/06 08/07/06 project 10/16/06 10/16/06 quest_________-t 10/16/06 10/23/06 10/23/06 10/27/06 ----.-...--.-...- ----t- 10/23/06 1 0/27/06 --- ---+ i 1 0/23/06 10/27/06 f current 10/16/06 10/18/06 --... - - - -..-.---+- --- ---- --------- -----+ 10/16/06 10/20/06 -- -----t 10/16/06 10/20/06 ---..-.. ata 10/16/06 10/20/06 .-------~1 10/16/06 10/20/06 ------ -----+ I 10/16/06 10/20/06 -- ------ ------+ 10/16/06 10/20/06 -- --------------t 10/16/06 10/20/06 --------------------j- 10/23/06 11/03/06 "-" -- -----------J- - ------t 10/23/06 11/03/06 - 10/23/06 11/03/06 - ----t 10/23/06 11/03/06 --------."-,,..-.-- -----+ I HRNHAS ===t 10/23/06 11/03/06 ------~~----_... 1 0/23/06 11/03/06 , for 2007 I -------------+ 10/23/06 11/03/06 11/06/06 11/10/06 -------------+ 11/14/06 11/14/06 --- ----------1-- I 11/15/06 11/20/06 ~~~=.~~=~~:=:=t 11/20/06 12/08/06 i "nd'l;on, A 11/20/06 12/08/06 11/20/06 12/08/06 :-:_=-==::=::= -- 11/20/06 12/08/06 --_..~._----_._-- 12/12/06 12/12/06 -----f 12/13/06 12/18/06 -+ 12/13/06 12/18/06 I - Meeting ! ------------==t 01/16/07 01/16/07 _._--_._~ 01/17/07 01/23/07 I 04/01/07 04/01/07 -,,- -.--......- Proposed Work Plan City of Corpus Christi: HSA/HRA Feasibility Study Code DeliverablelTask 4.0 4.02 Development of SIX year projection Developmen! of assumptions for modeling - 4.03 contribution rates; utilization & cost trends, etc +. Developmen! of enrollment patterns - various 4.04 scenarios --"- , . ----~._-_. --'_'_"-'--'---'---~-'--'- Analysis of impact of potential adverse selection 4.05 issues _ ____ __ _ __ __ _ .._____. Impact analyses on various subgroups of employees 4.06 I.e "winners and losers" 4.07 High level impact analysis of retiree coverage under optional coverage and full replacement Administrative expense cost a~~._ Present Analysis to Client . .___. Finalize financial analysis _and modeling Focus Grou lSurve P..':.a..f.t focus group questionnaire & Invitation 4.08 4.09 4.10 5.0 5 ' 2':-~ 1r1.!.~~nal review of qu~stlon_nair~~llwltation dra~1.... . 5.3 I Client review of Questionnaire & Invitation draft_~_ 244~~se Questionnaire & Invitation draft v1 .. ~~+lr1.!.~nal review of question.nalr~_~_I.!witation draft v2 56 Client review of Questionnaire & invitation draft v2._. .2J Revise Questionnaire & invitation draft v2 58 Client a rOlial of final Questionnaire & invitatio!2.._ 5 9 Host first focus group _ ___ ._.____._. .__ 6 0 Pr:..o_~lde feedback and mir19~~nges to questlonnair ....... Target Start Target End Date Date - 11/20/06 12/08106 -----~ -- 12/13/06 01/12/07 12/13/06 01/12/07 .------ f--' --- 12/13/06 01/12/07 12/13/06 01/12/07 ------ --- f--_. -.--_.-------. 12/13/06 01/12/07 "~~._- 12/13/06 01/12/07 ----.,.--- 12/13/06 01/12/07 ---.---..--- ---..- 01/16/07 01/16/07 ----- 01/17/07 01/23/07 --.- 12/04/06 12/15/06 . .. ,______n._"._ ~_.- ----- --..-- 1--. 12/15/06 12/29/06 01/02/07 01/05/07 01/05/07 01/10/07 -.--- r---' 01/11/07 01/17/07 ---~. 01/18/07 01/25/07 -.--- f--' 01/25/07 01/27/07 01/29/07 01/30/07 .--.-.-- - 02/05/07 02/09/07 .....-...--...-- f--. e 02/12/07 02/16/07 -- ~. EXHIBIT 1 CITY OF CORPUS CHRISTI IHSCLOSl'RE OF INTERESTS City ,,1 Corpus ChrISti Ordinapce 171 i 2 as amended, require, all persons or Proposers seeking to do business with the City t<> provide the follnwmg Infonllatinl1 E \i:~rv question must be answered. If the question IS !lot lPplieabk, answer v. ilh 'N /1."' See rehTSl' side f()r definitions. PROPOSFR NAMf .l....~f ~_~ ~ ~-~~ ADDRF\S:'{ ru: _ Cll\ ''') I ."~:'~c..._._ ___ ZW ;)".:1 :.._ PROf'OSFR is (orporatlon ~ \ss, ',eiatic!l I :. Partnersh ip I ()Ihel I Sole Owner D1SCLOSl'RE QUESTIONS If adJiti(Hlal space IS ileceSSal" , please use the reverse side nl this page nr attach a separate sheet. State the names 01 each "employee" 01 the City of Corpus Christl having an "ownership interest" const1!utmg 3"." or m,xe ofthc ownership 111 the above named "Proposer." Name Job Title and City Department (if known) .,} 2. State the names Of each "o!ticial'" of the Cny of Corpus Christi having an "ownership interest" constltutmg 3"" or nlc)lT ofthc ownership In the abnve named "Proposer." Nam( ~l :< State the names of each "board member' of the City of C(,rpus Christi having an "ownership interest" eonslilutlng 3"\ nr more ofth, ownership in the above named "Proposer." Nam,' Board, Commission, or Committee 4 Stale the names 0' caeh employee <lr "mClT ,,r d "cnnsultant" for the City of Corpus Christi who worked on any matter related to the subject 01 this contract and has an "ownership interest" constituting 3% or more of the ownership in th("' above named "Proposel .. Consuitanl -- .-. CERTIFICA TE I certdy that all information provIded IS true and correct as of the date of this statement, that I have not knowmgly wit hheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi. Texas as changes occur. Certlfymg Person -- "~-':"'-~~--f=--i----~-'-'~~~--~-- Title: _--.L~ ; 1. Signature 01 Certifymg Person: L_-L._ Date: 'J /I": ('L DEFINITIONS a. "Board member'" A member of any board, conm1ission. or committee appointed by the City Councll of the Oty of Corpus ChristL Texas, b. "Employee_" /\ny person employed by the City of Corpus Christi, Texas either on a full or part-time basis. but not as an mdependent contraclor Co' "Proposer." Any entIty operated for economic gain. whether protessional, industrial or commercial, and whether established to produce or deal with a product or service, including but not! Imited to, entities operated in the form of sole proprietorship, as a self-employed person, partnership. corporation. joint stock company, joint venture, receivership or trust, entities which for purposes of taxation dre treated as non-profit organizations. d, "Official." fhe Mayur, members olthe City (ounciL City Manager, Deputy City Manager, ASSIstant City Managers. Department and Division Heads. and Municipal Court Judges of the Citv of Corpus Christi. Texas, e. "Ownership interest.' Legal or eqUItable interest whether actually or constructively held. In a Proposer. includmg when such interest IS held through an agent, trust. estate, or holding entity. "Constructively held" reters to holdings or control established through voting trusts, proxies, or speCIal terms (If \cnture ()r partnership agreements," f "Consultam"\ny person or Proposer. such as engineers and architects, hired by the City of Corpu~ Chnstl fur the purpose of professional consultation and recommendation. _....... Exhibit 2 81-0176-06 Professional Services Agreement HSA Consultant Senices Insurance Requirements Prior to the commencement of any work under this Contract, Contractor shall furnish an original completed CertIficate(s) ,)f Insurance to the City which shall be completed by an agent authorized to bmd the named underwriter(s) and their company to the coverage, limits, and termination pro\lsions shown thereon, and which shall furnish and contain all required information referenced ur mdIcated thereon. The original certiticate( s) must have the agent's original signature, including the signer's company affiliation, title and phone number, and be mailed directly from the agent 0 the City Ihe City shall have no duty to payor perform under this ('ontraL! until such certIricate shall han" been deiivered to the City. and no officer or employee, other than the Cil\'s Rish. Manager shall have authority to waive this requirement. The City reserves the nght to ITVlev, the insurance reqUlrements of this section during the effecti\ e period of this ,-'ontraet and any extension or renewal hereof and to modify insurance coverage and thelT Iimih when deemed necessar:; and prudent by the Risk Manager based upon changes in statutory la\\, court decisions, or circumstances surrounding this Contract, but in no instance will the City alldw modification whereupon the City may incur increased risk. /\ Cuntractor'" finanCIal mtegrity is of mterest to the City, therefore, subject to Contractor's right to maintain reasonable deductibles in such amounts as are approved by the Risk Manager, Cont ractor shall obtain and maintam in tull force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence baSh. by compames authorized and admitted to do business in the State of Texas and rated A- or betler hy A.M Best Company and or otherwise acceptable to the CIty, in the following types and am(lunlS IYPE &\:lOUNT \\orkers' ( nmpensatl0l1 hnployers Liabilit: Statutory $500,000/$500,000/$500,000 '1 ('oll1mercial Generai liability Insurance d. Premises operati()ll~ Combined Single Limit for Bodily Injury and Property Damage of $1,000,000 per occurrence or its equivalent '~ Independent ('ontractors Products/completed operations d Personal Inj ury ,~ Contractual LIabilIty ProfeSSIOnal Liabilit\- $1,000,000 per claim to pay on behalf of the insured all sums which insured shall become legally obligated to pay as 1 1!MI""~ damages by reason of any act, malpractice, error or omission in pro fessional services; if written on a "Claims Made" form, must provide for an extended reporting period of twenty- four (24) months after the date of Contract termination. The City shall be entitled. upon request and without expense. to receive copies of the policies and all endorsements theret( as they apply to the limits required by the City, and may make a reasonable request for deletion. revision. or modI fication of particular policy terms, conditions, limitations or exclUSIon" (except where policy provisions are established by law or regulation bmdmg upon eIther of t!1e parties hereto or the underwriter of any such policies). Upon such request by the CIty. the ('ontractor shall exercise reasonable efforts to accomplish such changes in policy co\erage and s!lall pay the cosl thereof Contractor agrees that WIth respect to the above required insurance. all insurance policies and Certlticate(s) 0f Insurance shall c0ntam the 1'0110\\ ing required provisions: . Name the City and Its elected otticials. officers, directors, employees, agents, \ olunteers and representatives as additional insureds (as the interests of each insured may appear). as to all applicable coverages with respect to operations and activities of. or 011 behalf of. the named insured performed under this Contract WIth the City. with the exception 1)1' professionalliahility and workers' compensation polIcies; . The Contractor's insurance shall be deemed primary with respect to any insurance or self insurance carried by the City for liability arising out of operations under Ihis Contract with the City: and . \\iorker< compensatIOn and employers' liability policy will provide a waiver of subrogalJon in favor 1)[ the City . (ontraclOr shall n()tit~ the City III the event of any notice of cancellation. non- renewal or matenal change in coverage and shall gIve such notices not less than I hlrt) (30) days prior to the change. or ten (10) days notice for cancellation due to !ton-payment of premiums. which notice must be accompanied by a replacement ( ertiticaLe of Insurance All notIces shall be given to the City at the following address ('Ity of ( orpus Christi Attn: Risk Manager P. O. Box 9277 Corpus Christl. TX 78469-9277 If the ('ontractor fails tc' maintain the aforementlOned insurance, or fails to secure and maintain the aforementioned end(\rsements. the City may obtain such insurance, and deduct and retain the 2 amount (if the premlUm~ for such insurance from any sums due under the agreement; however, procunng of saId !1lsurance by the ('ity 1'; an altemative to other remedies the City may have, and is nnl the exdusi\c remedy t\.Jr fallure of the Contractor to maintain said insurance or secure such endorsement. In additic!n to any ,)ther remedie~ the City may have, the City may require the Contractor to stop work hereunder and/or withhold any payment(s) which become due until Contractor demonstrates -.:ompliance with the reqUlrements hereof Nothmg contamed herem shall be construed as limitmg, in any way, the extent to which the Contractor ma:- he held responsible fm payments of damages to persons or property resulting from the Contracwr':', or its subcontractors' performance of the work covered under this Contract. 3 -,...