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HomeMy Public PortalAbout116-2017 - HR - RMD Patti - Broker Services for insurancePROFESSIONAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT made and entered into this V day of /dA� , 2017, and referred to as Contract No. 116-2017, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and RMD/Patti Insurance, 36 South 9th Street, Richmond, Indiana, 47374 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional benefit program development and consultation advisory and broker services for the City of Richmond Human Resources Department for a portion of the calendar year 2017, and for the 2018 and 2019 calendar years. The rate for said services, further described below, shall include, but shall not be limited to, all medical, dental, vision, wellness, COBRA, flex plan, life and disability insurance programs for all employees, retirees, and dependents as well as online portal access, risk management, and special projects. Broker services provided by Contractor in connection with Property and Casualty benefits plans and Workers Compensation benefit plans shall be provided on a commission basis. The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of four (4) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform all work and provide all services described on Exhibit "A." Contractor shall automatically disclose to the City the fee amounts when compensation earned is based on fees rather than standard commission arrangements and shall automatically disclose to the City the amount of commission compensation earned when compensation is based on commissions. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. Contractor shall perform all work herein in a timely manner, conforming to all applicable professional standards. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. Contract No. 116-2017 Page 1 of 6 SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. SECTION III. COMPENSATION City shall pay Contractor a rate amount not to exceed One Hundred Nine Thousand Four Hundred Forty Dollars and Zero Cents ($109,440.00) per year for each full calendar year of this Agreement (2018 and 2019) with payments to be made semi-annually. Payment for the 2017 calendar year shall be prorated based upon the full -year amount due to the partial first year of this Agreement being effective only from September 1, 2017, through December 31, 2017. Payment for broker services provided by Contractor in connection with Property and Casualty benefits plans and Workers Compensation benefit plans shall be paid on a commission basis. SECTION IV. TERM OF AGREEMENT This Agreement shall be effective as of September 1, 2017, and shall continue in effect until December 31, 2019. The City shall retain an option to renew this Agreement for an additional two-year calendar term for the years 2020 and 2021, at the same fixed rate and with the same commission basis terms as described above. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least sixty (60) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. Page 2 of 6 This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation & Disability Requirements Statutory B. Employer's Liability $100,000 C. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $2,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an Page 3 of 6 unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5- 22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; Page 4 of 6 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. Page 5 of 6 In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety � 4 By: 1A Vicki Robinson, President Richard Foore, Member -.50000 /10 10 /40, iaWV 01 I�'n� __.�. __��1 Gl w� 1111 W, regmem •- Date: q-23—// APPROVED: !Q* S ayor Date: l 1-7- "CONTRACTOR" RMD/PATTI INSURANCE 36 South 9 h Street Richmond, Indiana, 47374 By: Printed: ►— -0,i- Title: Ut 4L; Pr" k i Date: & � ,A �z° I Page 6 of 6 This Professional Services Agreement ("Agreement") is entered into by and between with its principal office located at (hereinafter referred to as "Client"), and RMD/Patti Insurance, an Indiana corporation with its principal office located at 36 S 9'h St, Richmond, IN 47374 (hereinafter referred to as "Broker"), effective as of the day of 12017 ("Effective Date"). RECITALS WHEREAS, Client has or intends to establish programs for the provision of various insured and/or self - funded benefits to its employees, including ancillary benefits such as dental, vision, life, short/long term disability; and WHEREAS, Client requires professional assistance in establishing and/or maintaining these employee benefits programs; and WHEREAS, Broker is an experienced provider of professional services in the employee benefits industry; and WHEREAS, Client desires to engage Broker to provide professional services related to the establishment and/or maintenance of these employee benefits programs. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and conditions set forth herein, Broker and Client mutually agree as follows: SECTION 1: Broker's Professional Services 1.1 Manner of Performance/Licensing. Broker shall perform all of its duties and responsibilities on behalf of the Client to the best of its professional ability and in conformance with industry standards, and shall maintain all professional licenses as required by applicable law. 1.2 Broker's Expertise. Broker shall provide the Client with consultation, advice and assistance regarding its benefit programs and plan design, cost benefit analysis, regulatory compliance, insurance industry standards, and other issues within the Broker's area of experience and expertise as needed by Client. 1.3 Best Interests of Client. Broker shall perform its professional services on behalf of Client in a manner that represents the best interests of the Client at all times, continually strive to deliver best -fit solutions, from a financially sound carrier, at a competitive price and in a manner that best represents the expectations of the Client. We will not, however, be responsible for the solvency or ability to pay claims of any insurance carrier, HMO, or administrator. Companies with whom your risks are placed will be deemed acceptable to you, in the absence of contrary instructions from you. 1.4 Confidentiality. Broker shall at all times uphold the privacy and confidentiality of Client and its employees, as required by HIPAA's Privacy Rule, and as specifically set forth in the Business Associate Agreement executed between Broker and Client and incorporated herein. 1.5 Independent Contractor. Broker shall at all times remain an independent contractor in its representation of Client, and nothing contained in this Agreement shall be construed to create the relationship of employer/employee between Broker and Client. 1.6 Broker Compensation. Broker shall be compensated through commissions or fees paid by the administrator, insurance or reinsurance company. Alternatively, the broker may be compensated on a fee basis mutually agreed upon in advance by both the client and broker. In cases where compensation earned is based on fees rather than standard commission arrangements, we disclose our fee amounts to our clients. In cases where compensation earned is based on commissions, we will disclose the amount of commission compensation as requested by the client. 1.7 Cost of Collection. In the event Customer fails to pay Vendor if the latter is to be compensated alternatively as stated above, Vendor shall be entitled to recover its reasonable attorneys' fees and costs incurred in successfully enforcing the terms and conditions of this Agreement. SECTION 2: Client's Responsibilities 2.1 Establishment of Benefit Programs. Client is responsible for establishing the benefits available under the terms of its various benefit programs, as well as the procedures set forth in those programs for determination of eligibility, payment of claims, and review of claim payment and eligibility determinations. Client shall maintain discretionary authority and control over its benefit programs at all times; at no time shall such discretionary authority or fiduciary duty of Client shift to Broker with regard to its benefit programs. Client acknowledges that neither Broker nor any of its employees, agents or representatives shall provide any legal services to Client and Client shall rely upon its own legal counsel, if any, to provide any legal advice to Client. 2.2 Distribution of Written Materials. Client is responsible for providing and distributing all benefit plan documents and materials to its participants as may be necessary or convenient for the operation of the plan or program or as necessary to satisfy the requirements of governing law. 2.3 Communication with Broker. Client shall communicate with Broker the name and contact information of any individuals authorized to make decisions on its behalf with respect to its benefit programs, and shall communicate with Broker regarding its service expectations, as set forth in this Agreement, which is renewed annually. 2.4 Communication with Client's Employees. Client shall authorize Broker to communicate directly with its employees, as is necessary and helpful in order to assist Client with issues arising out of the day to day operations of Clients' benefit programs. In turn, Broker will communicate with Client as necessary regarding any such issues brought to its attention. 2.5 Communication with Client's Representatives. Client shall authorize Broker to communicate directly with its representatives and/or contractors, such as any third party administrator or insurance company hired by Client, as is necessary and helpful to assist Client with issues arising out of the day to day operations of Client's benefit programs. In turn, Broker will communicate with Client as necessary regarding any such issues brought to its attention. 2.6 Protection of Broker's Confidential Information. Client recognizes and agrees that the Confidential Information constitutes a valuable, confidential and proprietary asset of Broker, which is held and maintained by Broker as a trade secret. Client agrees to observe complete confidentiality with regard to the Confidential Information as follows: a. Client shall not disclose or authorize any third party to disclose or use or make known the Confidential Information to any third party and shall not disclose the Confidential Information to any employee, agent or representative of Client, except such employees, agents, or representatives as may be necessary for Client to assist Broker; b. Client shall not provide the Confidential Information to any third party or permit the use of the Confidential Information by any third party, without the prior written consent of Broker; 2 L EST F)AOE _-�L_OF c. Client shall not reproduce or make copies of the Confidential Information or any portions thereof, except upon written permission of the Broker, and, upon request by Broker, Client shall immediately return to Broker the Confidential Information, including all copies thereof, if any, made by or for Client; and d. Client shall be liable for all expenses, including costs and reasonable attorneys' fees, incurred by Broker in connection with preventing the unauthorized use, disclosure or distribution of the Confidential Information by any person who has gained access to the Confidential Information directly or indirectly from Client. e. Client shall take all action, including, but not limited to, storing Confidential Information in a restricted area, to ensure that only authorized personnel identified by Client to Broker ("Authorized Personnel") are granted access to the Confidential Information; to enforce strict adherence to the covenants and conditions set forth herein by any and all Authorized Personnel and any other employees, officers, directors, representatives or agents who may have access to the Confidential Information; and to ensure that all such persons are explicitly informed of the terms of this Agreement. f. Definitions. The following definitions shall govern this Agreement: "Confidential Information" shall mean and include the following, whether or not designated as confidential: (i) oral and written information regarding (A) any operation, process, procedure, inventions, developments or innovation developed by or for Broker or (B) any item used in the proposal, sales, marketing, advertising, design, pricing, or analysis provided to the Client, including, without limitation, comparative analysis and cost -saving information; (ii) oral and written information regarding (A) the Broker's clients and customers, including, but not limited to, customer lists and information including names, addresses, services and accounting specifications or (B) any sales, costs, revenues, billings, profits, profit margins, salaries and other financial information pertaining to the Broker; and (iii) oral and written information which is used in Broker's Business and/or is proprietary to, about or created by Broker, designated as confidential by Broker, or not generally known by non -Broker personnel. Confidential Information shall not include: (i) any information which at the time of disclosure is generally available to the public; (ii) information which after disclosure by Broker becomes generally available to the public, other than through any act or omission by Client; or (iii) information rightfully received from third parties who did not obtain such information under an obligation of secrecy to Broker. "Client" shall mean Client and all its agents, employees, subsidiaries and affiliates. SECTION 3: Miscellaneous 3.1 Termination. This Agreement may be terminated by either the Broker or the Client by a minimum of ninety (90) days advance written notice of intention to terminate given to the other party, to be effective as of a date certain set forth in the written notice. Except as stated herein, the obligations of each party under this Agreement will be terminated and extinguished on the effective date of termination given in the notice. Upon termination of the Agreement for any reason, Client shall either return to Broker or destroy all Confidential Information in a manner satisfactory to Broker, and shall certify in writing said actions within thirty (30) days of the end of the termination. The obligations of Client under this Agreement with respect to the use and secrecy of the Confidential Information shall remain in full force and effect until such Confidential Information becomes generally known to, or readily ascertainable by proper means by, the public and shall survive the termination of this Agreement. 3.2 Survival. In addition to the above 3.1, the obligations in Section 1.6 and 1.7 shall survive the termination of this Agreement. 3 3.3 Limitation of Liability. Neither party hereto shall incur liability to the other or the other's employees for any act or failure to act under this Agreement, except in the case of gross negligence or willful misconduct. 3.4 Entire Agreement. Except with respect to Broker compensation, which shall be determined from time to time as set forth in the above Section 1.6, this Agreement and its incorporated Business Associate agreement represent the entire agreement of the parties, and any modification of its terms shall be in writing signed by both parties. Neither party shall be bound by any representation other than as expressly stated in this Agreement, or a written amendment to this Agreement signed by authorized representatives of both parties. 3.5 Non -Waiver. A waiver by either party of any of the covenants, conditions, or agreements to be performed by the other or any breach thereof will not be construed to be a waiver of any succeeding breach or of any other covenant, condition, or agreement contained in this Agreement. No change, waiver, or discharge of any right or obligation contained in this Agreement will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. 3.6 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the provision shall be stricken, and all other provisions of this Agreement that can operate independently of such stricken provision shall continue in full force and effect. 3.7. Injunctive Relief. Client acknowledges that the disclosure or use of the Confidential Information or competition with Broker in violation of this Agreement shall give rise to irreparable harm and injury to Broker, inadequately compensable in monetary damages. Accordingly, Client agrees that, in addition to any other legal or equitable remedies that may be available, Broker shall be entitled to equitable relief, including an injunction and specific performance, in the event of any breach or threatened breach of this Agreement. In any action successfully brought by a party to enforce its rights hereunder, the non -breaching party shall also be entitled to recover its reasonable attorneys' fees and costs of the action from the breaching party. The parties hereto irrevocably consent to the jurisdiction and exclusive venue of the courts of Wayne County in the State of Indiana and/or the United States District Court for the Southern District of Indiana with respect to any and all such actions in any way related to this Agreement or its enforcement and the parties to this Agreement irrevocably waive any and all objections thereto. 3.8 Governing Law. This Agreement shall be governed by the laws of the State of Indiana. IN WITNESS WHEREOF, the parties have entered into this Agreement this day of , 2017. RMD/PattiInsurance Company Name IIaET �lJ OE 0" Name, Name Title Owner, Operator 4