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HomeMy WebLinkAboutC2010-030 - 2/23/2010 - ApprovedSERVICE AGREEMENT y No. SA10-046 o '~' THIS HEALTH & WELLNESS CONSULTANT SERVICES CONTRACT his ~ "Agreement") is entered into by and between Crest Benefits Consulting, a Division of JAW Insurance (the "Contractor") and the City of Corpus Christi, a Texas home-rule municipal '%: corporation (the "City") effective for all purposes upon execution by the City Manager. -~ q~ WHEREAS Contractor has proposed to provide HEALTH & WELLNESS. CONSULTANT SERVICES; WHEREAS the City has determined Contractor to be the most advantageous Respondent; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide the HEALTH & WELLNESS CONSULTANT SERVICES in accordance with the following: A. Consulting relating to all of the City's health plans and wellness initiatives to improve outcomes and introduce health measures, including, but not limited to the potential implementation of a clinic and pharmacy. B. Evaluation of the City's health plan designs as compared to market and make recommendations for improved cost sharing (i.e. co-payments, co-insurances, deductibles). C. Assist in the development and evaluation of any requests for proposals required to accomplish recommendations. D. Provide solutions to the City's GASB 45 liability and define the financial impact the Contractor's recommendations will have on the GASB 45 liability. E. During the term of this Agreement and any extensions thereof, the Contractor shall complete analyses and present a final written report to City Council. 2. Fee for Services. The City agrees to pay the Contractor those fees mutually agreed to between both parties as follows: $48,000 for the first year with a maximum increase of 5% per year for each of the two one-year extension options. Payment terms are net 30 days after receipt of a valid invoice. The following is the payment schedule: A prorated monthly invoice of the annual amount will be submitted following each month of services. 3. Term. This Agreement is for one year, commencing on the date signed by the last signatory hereto. The term includes an option to extend for up to two additional one-year periods subject to the approval of the Contractor and the City Manager or his designee ("City Manager".) 2010-030 M2010-047 02/23/10 Crest Benefits Consulting IN~~~~ 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of Contractor's notices or communications regarding this Agreement must be directed to the Contract Administrator, who is the Human Resources Director. 5. Independent Contractor. Contractor will perform the services hereunder as an independent contractor and will furnish such services in its own manner and method, and under no circumstances or conditions may any agent, servant, or employee of Contractor be considered as an employee of the City. 6. Insurance. Before activities can begin under this Agreement, Contractor's insurance company(ies) must deliver a Certificate of Insurance, as proof of the required insurance coverages to the Contract Administrator. Additionally, the Certificate must state that the Contract Administrator will be given at least 30 days notice of cancellation, material change in the coverages, or intent not to renew any of the policies by certified mail. The City must be named as an Additional Insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request. Insurance requirements are incorporated herein in Exhibit A, which is incorporated herein by reference, and may be revised annually by the City Manager upon 30 days written notice to Contractor. 7. Assignment.- No assignment of this Agreement or any right or interest therein by Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by Contractor is of the essence of this Agreement and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. ~. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject to appropriations and budget approval providing for such contract item as an expenditure in that budget. The City does not represent that the budget item will be actually adopted, that determination is within the sole discretion of the City Council at the time of adoption of each budget. 9. Waiver. No waiver of any breach of any term or condition of this Agreement or Contractor's response waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all Federal laws and laws of the State of Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and the venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 11. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 12. Amendments. This Agreement may be amended only by written agreement signed by duly authorized representatives of the parties hereto. 13. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified herein. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give Contractor 5 work-days written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, City may terminate this Agreement, with or without cause, upon 20 days written notice to Contractor. However, City may terminate this Agreement on 24-hours written notice to Contractor for failure to pay or provide proof of payment of taxes as set out herein. 14. Taxes. Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, publication 15, as it may be amended. Contractor must provide proof of payment of these taxes within 30 days after City Manager's written. request therefore. Failure to pay or provide proof of payment is grounds for the City Manager to immediately terminate this Agreement. * 15. Drug Policy. Contractor must adopt a Drug Free Workplace and drug testing policy that substantially conforms to the City's policy. The City has azero-tolerance drug policy. * 16. Violence Policy. Contractor must adopt a Violence in the Workplace and related hiring policy that substantially conforms to the City's policy. The City has azero-tolerance violence policy. 17. Notice. Notice may be given by fax, hand delivery or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after deposit, if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Director of Human Resources P.O. Box 9277 Corpus Christi, Texas 78469-9277 Fax No.: 361-882-7320 IF TO CONTRACTOR: Contractor Name: Crest Benefits Consulting a Division of JDW Insurance Contact Person: Randy McGraw Address: P.O. Box 981021 City, State, Zip: El Paso TX 79998-1021 Fax No.: 915-496-8550 18. Month-to-Month Extension. If the City has not completed the procurement process and awarded a new HEALTH & WELLNESS CONSULTANT SERVICES contract upon the expiration of this Agreement, then Contractor must continue to provide services under this Agreement, at its current fee, on a month-to-month basis until a new contract is awarded by Council. This Agreement automatically expires on the effective date of a new contract; the Contract Administrator will provide written notice of the effective date of the new contract to Contractor. 19. Indemnification. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES ALVU AGENTS (INDEMNITEES) FROM AND AGAINST ANY AND ALL LLABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS CONTRACT OR THE PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEY AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. 20. Severability. Each provision of the Agreement shall be considered to be severable and, if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. SIGNED this 3rd day of March, 2010. Contractor: Crest Benefits Consulting gnature ~~ Name: Randy McGraw Title: Executive Vice President CITY OF CORPUS CHRISTI Cyn is Garcia Date Director of Human Resources APPROVED THIS ~~DAY OF ` ~ , 20~~ ~ . 1!4 ^ "~~'~~~H~P~, CITY ATTORNEY ~ ~~ ~ ~ '® ~ AUTHOIIIYt~'l7 ~~~~ ~~ ~SY C~AtlIfC1L ~ Veronica Ocanas, Assistant City Attorney SECRI'TARv ~. Incorporated by Reference: Exhibit A: Insurance Requirements 4'i'tES1° ARMAt~lCip CHAPA~ ... CITY SECRETAft`~ Exhibit A INSURANCE REQUIREMENTS A. Consultant must not commence work under this agreement until all insurance required herein have been obtained and the City has approved such insurance. Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Contract Administrator, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General Liability policy and a blanket waiver of subrogation in favor of the City of Corpus Christi is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day written notice of cancellation, non- Bodily Injury and Property Damage renewal, material change or termination Per Occurrence -Aggregate required on all certificates COMMERCIAL GENERAL LIABILITY including: $1,000,000 COMBINED SINGLE LIMIT 1. Commercial Broad Form 2. Premises -Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractor 6. Broad Form Property Damage 7. Personal Injury /Advertising Injury WORKERS COMPENSATION Applicable only when on City property WHICH COMPLIES WITH THE TEXAS WORKER'S COMPENSATION ACT EMPLOYERS LIABILITY INSURANCE $100,000 / $100,000/ $100,000 PROFESSIONAL LIABILITY / $1,000,000 COMBINED SINGLE LIMIT ERRORS AND OMISSIONS LIABILITY 1. If written on a Claims-Made Form (Defense costs not included in face value of , Retroactive Date MUST be prior to the policy) inception of the contract. 2. If written on a Claims-Made Form, an Extended Reporting Period of Twenty- Four (24) Months MUST be maintained after the date that the Agreement is terminated or expires. C. In the event of accidents of any kind, the Consultant must furnish the Risk Manager with copies of all reports of any accident within ten (10) days of the accident. D. Consultant must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. E. Consultant's financial integrity is of interest to the City; therefore, subject to Consultants right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- (VII). F. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-4555- Fax # G. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. H. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Successful Bidder shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. J. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. K. It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2010 Health and Wellness Consultant ins. req. 2-25-10 ep Risk Management Ir1WINSl1ReN ACORDTM CERTIFICATE OF LIABILITY INSURANCE 3/03/2010 PRODUCER JDW Insurance P.O. BOx 981021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. EI Paso, TX 79998-1021 915 496-8500 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: AmerlCa FIrSt LIOydS Ins CO Crest Benefits Consulting INSURER B: America First Insurance P. O. Box 981021 INSURERC: Texas Mutual Insurance Company EI Paso, TX 79998 INSURER D: Westport Insurance Corporation INSURER E: All America Insurance Co rnvl=Qerac THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR ANY REQUIREMENT , MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE M POLICY EXPIRATION DATE MM D LIMITS A GENERAL LIABILITY CBP9819316 01/01/10 01/01/11 EACH OCCURRENCE $1 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $100 QOO X CLAIMS MADE ~ OCCUR MED EXP (Any one person) $5 000 PERSONAL & ADV INJURY $1 000 O(f0 GENERAL AGGREGATE $2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ POLICY PRO LOC JECT E AUTOMOBILE LIABILITY BA9812614 01/01/10 01/01/11 COMBINED SINGLE LIMIT $1000 000 X ANY AUTO (Ea accident) ' ALL OWNED AUTOS BODILY INJURY $ (Per person) SCHEDULED AUTOS X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accdent) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSNMBRELLA LUU3ILITY EACH OCCURRENCE $ OCCUR ~ CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ C WORKERS COMPENSATION AND TSF0012568901 01/01/10 01/01/11 X WCSTATU- OTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $1 000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $1,000 000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 p OTHER Professional MG-829834 01/01/10 01/01/11 Each Claim $1,000,000 Aggregate $1,000,000 Deductible $2500 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT / SPECUIL PROVISIONS City of Corpus Christi named as additional insurance as required by written contract. Waiver of Transfer of Rights as required by written contract. Contract to for Crest Benefits Consulting, a Division of JDW Insurance to provide Health 8r Wellness Consultant Services to the City of Corpus Christi. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Corpus Christi Attn: DATE THEREOF, THE ISSUING INSURER WILL)Ax4[MAII ~0-_ DAYS WRITTEN Risk Management NOTICE TO THE CERTIFlCATE HOLDER NAMED TO THE LEFT,M~ P.O. Box 9277 Rx~exax~x~[ x Corpus Christi, TX 78469-9277 AUTHORU~D REPRESENTATIVE ACORD 25 (2001/08)1 of 2 #546812/M43715 LIZDU ~ E-curcu t;vecrurwlwn iyaa IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25S (2001/08) 2 of 2 #546812/M43715