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HomeMy Public PortalAbout148-2013 - Human Resources - Highlander - Consulting ServicesPROFESSIONAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT made and entered into this day of ei 2013 and referred to as Contract No. 148-2013, 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 Hylant Group, Inc., 301 Pennsylvania Parkway, Suite 201, Indianapolis, Indiana, 46280 (hereinafter referred to as the "Contractor"). SECTION 1. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide insurance benefit consulting services for the City. Contractor shall perform all services described on Contractor's proposed Agreement "Exhibit A" consisting of nine (9) pages, which exhibit is attached hereto and made a part hereof. 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. SECTION 1I. 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 sum not to exceed Forty-five Thousand Dollars ($45,000.00) for the complete and satisfactory performance of all work described on "Exhibit A"_ Contract No. 148-2013 Page 1 of 6 SECTION IV. TERM OF AGREEMENT This Agreement shall be effective as of January 1, 2014, and shall continue in effect until December 31, 2014. 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 five (5) 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. 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. Page 2 of 6 0 34 N E. Coveraze Limits Worker's Compensation & Statutory Disability Requirements Employer's Liability $100,000 Comprehensive General Liability Section 1. Bodily Injury $1,000,000 each occurrence $2,000,000 aggregate Section 2. Property Damage $1,000,000 each occurrence Comprehensive Auto Liability Section 1. Bodily Injury $1,000,000 each person $1,000,000 each occurrence Section 2. Property Damage $1,000,000 each occurrence Comprehensive Umbrella Liability $1,000,000 each occurrence $1,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $500,000 each occurrence $500,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensationn 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. 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 Page 3 of 6 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; 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 VIII. 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 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. Page 4 of 6 SECTION IX. 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 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 By: Vicki Robinson, President By: V.4,� ga, Gv J Dian Lawson, Member M. Anthony LAZsfer, II, Member Date: 11-7-13 APPROVED: Sarah L. Hutton, Mayor Date: "CONTRACTOR" HYLANT GROUP, INC. 301 Pennsylvania Parkway, Suite 201 Indianapolis, IN 46280 By: &6nC�p Title:-I''eSee IY 14 Date: /I ' 7-y- L3 Page 6 of 6 EXHisiT PAGE -J—CF� BROKER SERVICES AGREEMENT BENEFITS This Broker Services Agreement (hereinafter, the "Agreement") between HYLANT GROUP, INC. ("Hylant") and CITY OF RICHMOND (hereinafter, "Client"} is made this 1st day of November, 2013. WHEREAS, Hylant is engaged in the design, management and administration of insurance programs and in providing other services (hereinafter collectively "Benefit Consulting Services"); and WHEREAS, Client desires to employ Hylant for Benefit Consulting Services; NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows: I- PURPOSE. Hylant shall assist Client in maintenance or establishment of the Client's employee benefit programs. Hylant will provide the Agreed Benefit Consulting Services ("Agreed Services") as detailed in the attached Exhibit I. Client has appointed Hylant as its Broker of Record for certain matters of employee benefits and other insurance policies, coverages and programs as requested. As such, Hylant accepts no responsibility for any programs of previous brokers. 2. TERM. Client hereby appoints Hylant to provide the Agreed Services for one year as outlined in Exhibit I beginning on 1/1/2014. 3. LIMITS OF AUTHORITY. Hylant will report to Sue Roberson and/or an authorized representative of Client designated by Client as Client's representative. Hylant will not enter into any contract for the benefit of Client without Client's express approval. a. CLIENT RESPONSIBILITIES. Client shall have the responsibility to report and communicate changes in exposures, loss -related data or other information that may materially affect Client's Employee Benefit program. 5. COMPENSATION. A. Hylant will provide the Agreed Services described in this Agreement and any activities incidental to the Agreed Services based on the fee arrangement described on Exhibit II. The referenced fees shall be deemed eamed when billed. EXHIBIT � PAGE 2 OFF B. It is recognized by Client that certain insurers provide bonus profit sharing agreements to brokers on certain lines of coverage. These contingent bonus sharing agreements vary from insurer to insurer and may consider several different factors including growth and persistency on certain lines of coverage placed with the insurer by the broker. To the extent that Hylant is a party to any bonuses with any insurer, it will disclose those agreements to Client. As such bonus agreements are applied retrospectively for the overall performance of all business placed with the insurer by Hylant over the ensuing one, two or three years, the bonus will not be considered as part of the Client fee under this Agreement and Hylant shall have no duty to reimburse or offset the amount paid under any bonus agreement against the fees identified in Section 5A. Such bonus agreements will not affect Hylant's recommendations as to placement of insurance with any particular insurer and to the extent known or subject to reasonable estimation, shall be disclosed to the Client with the recommendation of any placement of coverages. Such estimation will likely be based on the preceding year results which may vary significantly from the actual profit sharing received as a result of the placement. C. It is recognized that Hylant may, in the course of providing Agreed Services, use the services of third parties for actuarial or other services. To the extent that Hylant retains such services from third parties including, but not limited to, affiliates of Hylant, the cost of such third parties will be included in the fee in Section 5A unless otherwise agreed to by the Client. To the extent that Hylant also uses third party wholesalers or other third party intermediaries in the selection and placement of insurance for Client, such wholesalers will be compensated through commissions directly from the insurance company and Client shall have no obligation to make payments to such third parties. Nor shall such compensation received by third parties be applied against the fee paid to Hylant specified in Section 5A. D. If it is mutually agreed that if the level of compensation is inappropriate because of changes in the size of Client's business, the demand for Agreed Services, and/or the complexity of the program to be covered by this Agreement, the parties will negotiate in good faith a change in the above -referenced fee. 6. CONFIDENTIALITY OF MATERIALS. A. Hylant shall comply with applicable state and federal laws and regulations relating to the privacy and security of individually identifiable health care information, including without limitation the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations, as they may be amended from time to time. Hylant recognizes that its performance of certain services pursuant to this Agreement may render it a business associate of Client and as such, will execute a reasonable form of Business Associate Agreement as requested by Client, provided that such agreement imposes no greater obligations on Hylant than required of a business associate under HIPAA. CEXH1gIT PAGI_CF_(3- B. Hylant acknowledges that by reason of the nature of the services to be provided, Hylant and its personnel may become acquainted with Client vendor lists, records, pricing information, operating procedures, sales and marketing methods and procedures and other information which Client may deem as confidential, proprietary and/or trade secret. Hylant agrees that it will use such information provided by Client solely in providing the Agreed Services and will disclose, divulge, discuss, disseminate, copy or otherwise use or cause to be used any of Clients information only as required in performing the Agreed Services. In the course of providing services, Client recognizes that Hylant may provide information to third parties, including insurers and/or underwriters, wholesalers, or other third parties with whom Hylant has contracts to provide services under this Agreement and that the disclosure of such information to such third parties shall not constitute a breach of this Section 6. Upon the termination of this Agreement, Hylant will retain all of the files of Client, and shall, at Client's request, either destroy and/or return any specific information or records as requested by Client in writing. C. Client acknowledges that, during the course of its representation by Hylant, it may receive information from Hylant regarding its employee benefit programs, including proposals, reports or analyses prepared by Hylant. Client agrees to hold such information as confidential and to only provide it to its Client's representatives who have a direct responsibility in working with Hylant in providing the services under this Agreement. Client agrees to destroy and/or return to Hylant any documents identified by Hylant in writing upon the termination of this Agreement. Q. The parties acknowledge that the terms of this section do not apply to information that is (i) publicly available or becomes so in the future without restriction, (ii) rightly received by the other party from third parties and not accompanied by privacy obligations, (iii) already in the other party's possession and lawfully received from sources other than the party to this Agreement, (iv) independently developed by either party, or (v) approved in writing for release or disclosure without restriction by an authorized representative of the other parry_ The parties further recognize that any party may disclose the other party's materials to the extent required to comply with any subpoena, order or directive of any court or governmental body; provided, however, that any party receiving such a demand/request shall use reasonable efforts to give the other party prior notice of any such disclosure for the purpose of enabling the other party to obtain a protective order. 7. TERMINATION. --------------- EXHIBIT A,__ PAGE tA OF In the event either party wishes to terminate this Agreement for any reason, such party must give written notice to the other party not less than ninety (90) days prior to the effective date of such termination. The termination of this Agreement, without regard to cause, shall terminate all rights, duties and obligations between the parties. Upon the effective date of the termination, unless otherwise agreed in writing or as specified in this section, Hylant shall have no further obligation to provide broker or client services under this Agreement. 8. INDEMNIFICAMN. A. Hylant agrees to indemnify, defend and hold Client harmless from any and all manner of suit, claims, actions, losses, damages, liability and expenses, including attorney fees, arising solely from any acts, errors, omissions or misrepresentations of Hylant, its employees, agents, or servants, regarding the subject matter of this Agreement. B. Client agrees to indemnify, defend and hold Hylant harmless from any and all manner of suit, claims, action, losses, damages, liability and expenses, including attorney fees, arising solely from any acts, errors, omissions or misrepresentations of Client or its employees, agents, or servants, regarding the subject matter of this Agreement. C. This indemnification shall survive the term of this Agreement. 9. DISPUTE RESOLUTION. Any controversy or claim arising out of or related to this Agreement, or the breach thereof, shall be settled by arbitration and a decision on the award rendered by the arbitration may be entered in any court having jurisdiction over the parties. Any party claiming that there is a breach of this Agreement shall submit written notice to the other party of the claimed breach. The parties will then endeavor for a period of thirty (30) days to resolve any potential dispute. If a resolution is not reached during the thirty (30) day period, each party shall submit a list of three names of potential arbitrators with any biographical information available for each specified potential arbitrator. If the parties agree upon a proposed arbitrator from the submitted lists, the parties shall proceed to arbitration before one arbitrator, and agree to the application of the American Arbitration Association Commercial Arbitration Rules for governing the arbitration process. if, after thirty (30) days, the parties cannot agree on an arbitrator from the submitted lists, either party can then invoke arbitration before the American Arbitration Association with the initial filing fee to be equally allocated between the parties. The arbitration will then be conducted pursuant to the auspices of the American Arbitration Association under its Commercial Arbitration Rules. 10. GOVERNING LAIN. This Agreement shall be governed by the substantive law of Indiana without regard to its choice of law rules. 11. INDEPENDENT CONTRACTOR STATUS. EXHiSiT l� PAGEOF The parties recognize and agree that although Hylant shall be working closely with Client in the placement of its insurance and providing other services, Hylant is an independent contractor and neither Hylant nor any of its agents, servants or employees shall be considered to be employees, agents or servants of Client. Hylant shall retain the right to exercise control over the manner in which it renders services, except as set forth in this Agreement. 12. NON -ASSIGNABILITY. Neither Hylant nor Client shall assign or transfer the respective rights or obligations under this Agreement without specific written, prior approval of the other party. The section shall not apply, however, to corporate reorganizations or mergers of Client which do not materially change its business. 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement of understandings, whether oral or written, to the contrary. Every change, amendment or alteration in this Agreement shall be in writing and signed by the parties hereto. 14. REPRESENTATION_ The daily business of this Agreement will be carried out by Hylant Employee Benefits Department or an authorized representative of Hylant Group and by Sylvia Schertz, and/or an authorized representative of Client. 15. NOTICE. All notice as provided herein shall be in writing, and shall be sent certified mail, postage prepaid, with return receipt requested to the following address or to such other address as either party may hereafter furnish: For Client Sue Roberson, HR Director 50 N r Street Richmond, IN 47374 For Hylant David Norris, Senior VP 301 Pennsylvania Parkway Suite 201 Indianapolis, IN 46280 16. SEVERABILITY, In the event any provision of this Agreement conflicts with laws applicable hereto or under which this Agreement is construed, or if any provision of this Agreement shall be held illegal or unenforceable or partially illegal or unenforceable by a court with jurisdiction over the parties to this Agreement, then this Agreement shall be modified to conform with said laws or judicial determination and such provision shall be constructed and enforced only to such an extent as it may be a legal and enforceable provision, and all other provisions of this Agreement shall be given full effect, separately there from, and shall not be affected thereby. EXH#BIT LPAGE JP OF� 17. INSURANCE. Hylant will maintain General Liability, Auto Liability, Workers' Compensation and Errors and Omissions Insurance. Hylant will provide evidence of insurance to Client, if requested. 18. FORCE MAJEURE. Hylant shall not be liable for any delay or failure to perform the services caused directly or indirectly by fire, flood, explosion, nuclear incident, or other casualty, strike or other labor disturbance, war, insurrection, invasion, riots, or by any existing or future governmental regulation, restriction, or appropriations, or any other cause beyond Hylant's control and direction. 19. EXECUTION. This Agreement may be executed in several counterparts, each of which shall be deemed the original, but all which shall constitute one in the same instrument. CITY OF RICHMOND By Title Date HYLANT GROUP, INC. Title Date EXHIBIT PAGE —1 OF EXHIBIT I Agreed Services Full Service ongoing consulting services provided to City of Richmond include: Planning ❖ Strategic planning sessions •:- Quarterly financial reviews to discuss trends and provide industry updates +: Plan design review and recommendations ❖ Analyze claim data (if available) to uncover trends and use as a guide for benefit restructure and redesign •:� Renewal negotiation - all programs ❖ Contract review and verification -:+ Assist in development of long term strategic planning for benefit plans ❖ Provide actuarial assistance Wellness program planning Marketing ❖ Design, oversee and produce customized request for proposal based on employer goals and objectives +:- Develop carrier evaluation and selection criteria •:• Analyze carrier proposals with respect to costs, benefits and contract provisions *• Provide comprehensive report of results Implementation •. Coordinate implementation of any changes -:• Develop communication materials for new programs •* Conduct employee educational meetings, if needed ❖ Review SPD and other documents or materials for accuracy HR Support Access to HR Navigator Troubleshoot claims and administrative problems •i• Legislative updates •3 Compliance assistance + Develop communication strategy and material for ongoing employee education EXHIBIT k PAGE `- OF� EXHIBIT I - Continued Hylant Resources used to provide services include: Data — Forecasting, Benchmarking, Reporting & Modeling -;• Plan Advisor Reports •'.- Hylant reporting packages •.- Carrier/Administrator reports •:• Benchmarking workgroup ❖ Documents library surveys Compliance •.- Legislation and compliance workgroup •.• Health Care Reform workgroup Documents resource library CIAB Health Care Reform ❖ Vamum law retainer •:- Compliance library through BenefitPoint Client Tools and Education — Employer and Employee -.• HR Navigator •• HR Connection •.* Documents Library (newsletters, payroll stuffers, polices, forms, letters, guidance) -°.• Action Alert e-blasts ❖ Compliance webinars •I• HCR page on website *.• Health Advocate ❖ Hylant Script Navigator ❖ Plan Advisor — plan selector Wellness 6.• Wellness workgroups Wellness coordinator •:• Vendor partnerships •.+ Hylant wellness playbook •.• Monthly wellness e-blasts EXHIBIT k PAGE cf OF i 8XHIBIT II Fee Schedule The proposed fee will be effective from 1/112014 to 1213112014. We will review this fee annually to determine if any adjustments need to be made. Hyiant's flat consulting fee of $45,000 is to be billed quarterly. This fee includes all services as described in Exhibit I for all ancillary and medical benefit programs of City of Richmond.