HomeMy WebLinkAboutC2017-265 - 9/12/2017 - Approved •
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SERVICE AGREEMENT NO. 973
Health and Wellness Benefits Consulting Services
THIS Health and Wellness Benefits Consulting Services Agreement
("Agreement") is entered into by and between the City of Corpus Christi, a Texas
home-rule municipal corporation ("City") and IPS Advisors, LLP ("Contractor"),
effective upon execution by the City Manager or the City Manager's designee
("City Manager").
WHEREAS, Contractor has bid to provide Health and Wellness Benefits
Consulting Services in response to Request for Bid/Proposal No. 973 ("RFB/RFP"),
which RFB/RFP includes the required scope of work and all specifications and
which RFB/RFP and the Contractor's bid or proposal response, as applicable, are
incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as
if each were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Health and Wellness Benefits Consulting
....Service ("Services") in accordance with the attached Scope of Work, as
shown in Attachment A, the content of which is incorporated by reference
into this Agreement as if fully set out here in its entirety, and in accordance
with Exhibit 2.
2. Term. This Agreement is for 12 months,with performance commencing upon
the date of issuance of a notice to proceed from the Contract Administrator
or Purchasing Division. This Agreement includes an option to extend the term
for up to four additional 12-month periods ("Option Period"), provided, the
parties do so prior to expiration of the original term or the then-current Option
Period. The decision to exercise the option to extend the term of this
Agreement is, at all times, within the sole discretion of the City and is
conditioned upon the prior written agreement of the Contractor and the City
Manager.
3. Compensation and Payment. The total value of this Agreement is not to
exceed $59,000.00, subject to approved extensions and changes. Payment
will be made for Services completed and accepted by the City within 30
days of acceptance, subject to receipt of an acceptable invoice. All pricing
must be in accordance with the attached Bid/Pricing Schedule, as shown in
Attachment B, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
City of Corpus Christi Page 1 of 8
2017-265
9/12/17
M2017-133
IPS Advisors LLP
INDEXED
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. The City's Contract Administrator for this
Agreement is as follows:
Name: Steve Viera
Department: Human Rersources
Phone: 361-826-3445
Email: SteveV@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor
must deliver a certificate of insurance ("COI"), as proof of the required
insurance coverages, to the City's Risk Manager and the Contract
Administrator. Additionally, the COI must state that the City will be given at
least 30 days' advance written notice of cancellation, material change in
coverage, or intent not to renew any of the policies. The City must be named
as an additional insured. The City Attorney must be given copies of all
insurance policies within 10 days of the City Manager's written request.
Insurance requirements are as stated in Attachment C, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety.
(B) In the event a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement
before performance can commence, the terms, conditions, and amounts
required in the bonds and appropriate surety information are as included in
the RFB/RFP or as may be added to Attachment C, and such content is
incorporated here in this Agreement by reference as if each bond's terms,
conditions, and amounts were fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its
right to specify time, place and quantity of Services to be delivered in the
following manner: any City department or division may send to Contractor
a purchase release order signed by an authorized agent of the department
or division. The purchase release order must refer to this Agreement, and
Services will not be rendered until the Contractor receives the signed
purchase release order.
City of Corpus Christi Page 2 of 8
Service Agreement Standard Form
Approved as to Legal Form 7/1/16
7. Inspection and Acceptance. Any Services that are provided but not
accepted by the City must be corrected or re-worked immediately at no
charge to the City. If immediate correction or re-working at no charge
cannot be made by the Contractor, a replacement service may be
procured by the City on the open market and any costs incurred, including
additional costs over the item's bid/proposal price, must be paid by the
Contractor within 30 days of receipt of City's invoice.
8. Warranty. The Contractor warrants that all products supplied under this
Agreement are new, quality items that are free from defects, fit for their
intended purpose, and of good material and workmanship. The Contractor
warrants that it has clear title to the products and that the products are free
of liens or encumbrances. In addition, the products purchased under this
Agreement shall be warranted by the Contractor or, if indicated in
Attachment D by the manufacturer, for the period stated in Attachment D.
Attachment D is attached to this Agreement and is incorporated by
reference into this Agreement as if fully set out here in its entirety.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the
Bid/Pricing Schedule are estimates only and do not obligate the City to order
or accept more than the City's actual requirements nor do the estimates
restrict the City from ordering less than its actual needs during the term of the
Agreement and including any Option Period. Substitutions and deviations
from the City's product requirements or specifications are prohibited without
the prior written approval of the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of
any fiscal year of the City,which fiscal year ends on September 30n annually,
is subject to appropriations and budget approval specifically covering this
Agreement as an expenditure in said budget, and it is within the sole
discretion of the City's City Council to determine whether or not to fund this
Agreement. The City does not represent that this budget item will be
adopted, as said determination is within the City Council's sole discretion
when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its
own manner and method, and under no circumstances or conditions will any
agent, servant or employee of the Contractor be considered an employee
of the City.
12. Subcontractors. Contractor may use subcontractors in connection with the
work performed under this Agreement. When using subcontractors,
City of Corpus Christi Page 3 of 8
Service Agreement Standard Form
Approved as to Legal Form 7/1/16
however, the Contractor must obtain prior written approval from the
Contract Administrator if the subcontractors were not named at the time of
bid or proposal, as applicable. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a 001 in advance to the City, are applicable to all subcontractors
and their employees to the same extent as if the Contractor and its
employees had performed the work.
13. Amendments. This Agreement may be amended or modified only by written
change order signed by both parties. Change orders may be used to modify
quantities as deemed necessary by the City.
14. Waiver. No waiver by either party of any breach of any term or condition of
this Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other related taxes. Upon request, the
City Manager shall be provided proof of payment of these taxes within 15
days of such request.
16. Notice. Any notice required under this Agreement must 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 postmark if sent
by certified mail. Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Steve Viera
Title: Director of Human Resources
Address: 1201 Leopard St. 2nd Floor Corpus Christi, TX 78401
Fax: (361) 826-3445
IF TO CONTRACTOR:
IPS Advisors, LLC
Attn: Brent Weegar
Title: Principal
Address: 10000 North Central Expressway, Suite 1100, Dallas, TX 75231
Fax: (214) 443-2424
City of Corpus Christi Page 4 of 8
Service Agreement Standard Form
Approved as to Legal Form 7/1/16
17. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS AND
DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS,
EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST
ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND
CAUSES OF ACTION OF ANY NATURE WHATSOEVER ON ACCOUNT
OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS'
COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY
OTHER KIND OF INJURY, LOSS, OR 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 AGREEEMENT OR THE
PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE
INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO
BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE
OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF
INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON.
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 THE CITY ATTORNEY, AND PAY ALL CHARGES OF
ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND
ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS,
DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS
AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure
to perform the work specified in this Agreement or to keep any required
insurance policies in force during the entire term of this Agreement. The
Contract Administrator must give the Contractor 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.
City of Corpus Christi Page 5 of 8
Service Agreement Standard Form
Approved as to Legal Form 7/1/16
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The
City Manager may also terminate this Agreement upon 24 hours written
notice to the Contractor for failure to pay or provide proof of payment of
taxes as set out in this Agreement.
19. Assignment. No assignment of this Agreement by the Contractor, or of any
right or interest contained herein, is effective unless the City Manager first
gives written consent to such assignment. The performance of this
Agreement by the Contractor is of the essence of this Agreement, and the
City Manager's right to withhold consent to such assignment is within the sole
discretion of the City Manager on any ground whatsoever.
20. Severability. Each provision of this Agreement is considered to be severable
and, if, for any reason, any provision or part of this Agreement is determined
to be invalid and contrary to applicable law, such invalidity shall not impair
the operation of nor 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 had been omitted.
21. Order of Precedence. In the event of any conflicts or inconsistencies
between this Agreement, its attachments, and exhibits, such conflicts and
inconsistencies will be resolved by reference to the documents in the
following order of priority:
A. this Agreement and its attachments
B. the bid solicitation document, including addenda (Exhibit 1)
C. the Contractor's bid response (Exhibit 2)
22. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to
complete Form 1295 "Certificate of Interested Parties" as part of this
Agreement.
23. Governing Law. This Agreement is subject to all federal, State, and local laws,
rules, and regulations. The applicable law for any legal disputes arising out
of this Agreement is the law of the State of Texas, and such form and venue
for such disputes is the appropriate district, county, or justice court in and for
Nueces County, Texas.
24. Entire Agreement.This Agreement constitutes the entire agreement between
the parties concerning the subject matter of this Agreement and supersedes
City of Corpus Christi Page 6 of 8
Service Agreement Standard Form
Approved as to Legal Form 7/1/16
all prior negotiations, arrangements, agreements and understandings, either
oral or written, between the parties.
)SIGNATURE PAGE FOLLOWS)
City of Corpus Christi Page 7 of 8
Service Agreement Standard Form
Approved as to Legal Form 7/1/16
CONTRACTOR
Signature: 5 ek
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Date: a- Y I a-O I
CITY OF CORPUS CHRISTI
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Title: vu
Date: 9 - 1 3- / T
ATTEST: tc C,Cet-
E.LEL,
REBECCA HUERTA
CITY SECRETARY
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance/Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
�� 3 AUTticmut•
Exhibit 1 : RFB/RFP No. 973 (�
Exhibit 2: Contractor's Bid/Proposal Response •• -M--�.....
SErliF fARv
City of Corpus Christi Page 8 of 8
Service Agreement Standard Form
Approved as to Legal Form 7/1/16
Attachment A: Scope of Work
1. General Requirements
The Contractor shall provide health plan and benefits consulting services for our
self-funded and fully-funded benefits program. Our current programs can be
reviewed at http://www.citynet.cc/citynet/hr/benefit-plans-and-programs. The
City employs over 3,000 benefits-eligible employees, while 450 retirees participate
in health plans.
2. Scope of Work
The Contractor shall work in close partnership with the City of Corpus Christi
Human Resource Benefits Department to provide the following services:
A. Respond to questions from staff of the City of Corpus Christi's Benefits
department, including support with review and analysis of claims.
B. Assist staff with setting premium levels for self-funded benefit programs.
C. Make recommendations on plan-design changes and provide financial
analysis of the cost impact of these changes.
D. Introduce proven programs and ideas to manage healthcare costs.
E. At the direction of the Benefits Manager, prepare Request for Proposals (RFP)
Scope of Work specifications for benefits-related proposals.
F. Assist and advise with RFP evaluations.
G. Provide and deliver ad hoc reports and presentations to various City of Corpus
Christi representatives, including the City Council.
H. Provide the City of Corpus Christi with in-depth analysis of proposed benefit
offerings and plan design options and assist with the process of selecting the
most favorable annual renewal options.
I. Research and report any new developments in the employee benefits arena
on an ongoing basis.
J. Inform and recommend innovative ideas and new products, programs and
services to ensure a competitive and cost-effective benefits program.
K. Apprise the City of Corpus Christi of local and national benefit trends and
provide benchmark survey data to help calibrate program offerings with
employee and employer costs compared to similar organizations.
L. Act as advisor on issues such as Section 125, COBRA, HIPAA and Medicare
and provide overall guidance to the City of Corpus Christi with Health and
Welfare regulatory compliance, including reviewing employee notices and
recommending changes.
M. Educate and advise on Healthcare Reform, specifically PPACA, and the key
strategic decisions that the City of Corpus Christi should consider.
Attachment B: Bid/Pricing Schedule
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Pricing Form
PURCHASING DIVISION
RFP No. 973
RFP Health and Welfare Benefits Consulting Services
DATE: April 12, 2C17 gyiti:PS Advisors, LLP
PROPOSER AUTHORIZED SIG ATURE
1. Refer to Instructions to Proposers" and Contract Terms and Conditions before
completing proposal.
2. Quote your best price for each item.
3. In submitting this proposal, Proposer certifies that:
a. the prices in this proposal have been arrived at independently, without consultation,
communication, or agreement with any other Proposer or competitor, for the purpose
of restricting competition with regard to prices:
b. Proposer is an Equal Opportunity Employer:and the Disclosure of Interest information
on file with City•s purchasing office, pursuant to the Code of Ordinances, is current
and true.
c. Proposer acknowledges that firm complies with Section 2.1 Proposer's Minimum
Requirements.
d. Proposer has incorporated any changes issue through Addenda to the RFP in this
pricing.
ITEM DESCRIPTION QTY UNIT TOTAL PRICE
Term Year 1 - Fixed flat fee to perform health and
1 wellness benefits consulting services as outlined in the 1 YR $ $59,000
Scope of Services for one year.
Option Year 1 - Fixed flat fee to perform health and
2 wellness benefits consulting services as outlined in the 1 YR $ $60,770
Scope of Services for extension year one
Option Year 2 - Fixed flat fee to perform health and
3 wellness benefits consulting services as outlined in the 1 YR $ $62,595
Scope of Services for extension year two
Option Year 3 - Fixed flat fee to perform health and
4 wellness benefits consulting services as outlined in the 1 YR $ $64,470
Scope of Services for extension year three
Option Year 4 - Fixed flat fee to perform health and
5 wellness benefits consulting services as outlined in the 1 YR $ $66,405
Scope of Services for extensionyear four
TOTAL $ $313,240
4111.M.
Attachment C: Insurance Requirements
A. CONTRACTOR'S LIABILITY INSURANCE
1. Contractor must not commence work under this contract until all insurance
required has been obtained and such insurance has been approved by the City.
Contractor must not allow any subcontractor, to commence work until all similar
insurance required of any subcontractor has been obtained.
2. Contractor must furnish to the City's Risk Manager and Contract Administrator
one (1) copy of Certificates of Insurance with applicable policy endorsements
showing the following minimum coverage by an insurance company(s)
acceptable to the City's Risk Manager. The City must be listed as an additional
insured on the General liability and Auto Liability policies by endorsement, and a
waiver of subrogation endorsement is required on GL, AL and WC if applicable.
Endorsements must be provided with Certificate of Insurance. Project name
and/or number must be listed in Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material Per occurrence - aggregate
change or termination required on all
certificates and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $2,000,000 Aggregate
1. Commercial Broad Form
2. Premises- Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
Owned
Hired and Non-Owned
-----------------------Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part B of this
(All States Endorsement if Company is Exhibit.
not domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
PROFESSIONAL LIABILITY $1,000,000.00 each claim
$2,000,000.00 Each Policy Year
Aggregate
3. In the event of accidents of any kind related to this contract, Contractor must
furnish the Risk Manager with copies of all reports of any accidents within 10 days
of the accident.
B. ADDITIONAL REQUIREMENTS
1. Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written
on a policy and endorsements approved by the Texas Department of Insurance.
The workers' compensation coverage provided must be in statutory amounts
according to the Texas Department of Insurance, Division of Workers'
Compensation. An All States Endorsement shall be required if Contractor is not
domiciled in the State of Texas.
2. Contractor shall obtain and maintain in full force and effect for the duration of
this Contract, and any extension hereof, at Contractor'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.
3. Contractor shall be required to submit renewal certificates of insurance
throughout the term of this contract and any extensions within 10 days of the
policy expiration dates. All notices under this Exhibit shall be given to City at the
following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
4. Contractor agrees that, with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following required
provisions:
• List the City and its officers, officials, employees, and volunteers, as additional
insureds by endorsement with regard to operations, completed operations, and
activities of or on behalf of the named insured performed under contract with the
City, with the exception of the workers' compensation policy;
• 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,
cancellation, non-renewal, material change or termination in coverage and not
less than ten (10) calendar days advance written notice for nonpayment of
premium.
5. Within five (5) calendar days of a cancellation, non-renewal, material change or
termination of coverage, Contractor shall provide a replacement Certificate of
Insurance and applicable endorsements to City. City shall have the option to
suspend Contractor'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.
6. In addition to any other remedies the City may have upon Contractor'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 Contractor
to stop work hereunder, and/or withhold any payment(s) which become due to
Contractor hereunder until Contractor demonstrates compliance with the
requirements hereof.
7. Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons
or property resulting from Contractor's or its subcontractor's performance of the
work covered under this contract.
8. It is agreed that Contractor'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.
9. It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this contract.
2016 Insurance Requirements
Human Resources
Health and Welfare Benefits Consulting Services
8/09/2016 my Risk Management
ATTACHMENT C• BOND REQUIREMENTS
Section 5. (B) is null for this Service Agreement.
ATTACHMENT D- WARRANTY REQUIREMENTS
Section 8. Warranty is null for this Service Agreement.
CERTIFICATE OF INTERESTED PARTIES FORM 1295
I oft
Complete Nos.1-4 and 6 d there are interested parties OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 ii mere are no Interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-237191
IPS Advisors, LLP
Dallas,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract or which the form is 02/17/2017
being tiled.
City of Corpus Christi Datekno Iddggeed
� iezt
3 provide the identification number used by the governmental entity or state agency to track or identify the co tract,a d provide a
description of the services,goods,or other property to be provided under the contract.
REP 973
Health and Welfare Benefits Consulting Services
Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
IPS Advisors, LP Dallas,TX United States X
•
•
5 Check only if there is NO Interested Party. O
6 AFFIDAVIT I swear,or affirmunder N
prnia Yn perjury.that the above Astlrc asurs lmconed
neC
4
Signature ent o ei oniraebng business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by die said 3RG) ' A watim. .this the /7/4I day of fork_
/� tocertgy which,witness my hand and seal of office. 1/
SPIN..JERRY W.THOMPSON
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lure alogicer mmrstermg oath Printed�F l officer admims g oath rli'=rw. rsy Jiy-41 )41'4 �n
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fo s provided by Texas Ethics Commission w .ethics.state.tx.us F— assent ER.'SCJ