HomeMy Public PortalAbout085-2014 - Human Resources - R&R Risk Management - MedicalPROFESSIONAL CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made and entered into this L7_� day of �U/ , 2014 and referred to
as Contract No. 85-2014, by and between the City of Richmond, ndiana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and R&R Benefits/Risk Management, LLC, 1251 North Eddy Street, Suite 200, South Bend, Indiana,
46617 (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 services for the City of Richmond Human Resources Department.
The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of five (5)
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."
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 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
For the 2014 calendar year, City shall pay Contractor a sum not to exceed Fifteen Thousand Dollars
and Zero Cents ($15,000.00), payable quarterly starting within forty-five (45) days of July 1, 2014,
for the complete performance of all work described herein in a satisfactory and proper manner.
Contract No. 85-2014
Page I of 5
For the subsequent calendar years 2015 and 2016, City shall pay Contractor a sum not to exceed
Thirty Thousand Dollars and Zero Cents ($30,000.00) per year, for the complete for performance all
work described herein in a satisfactory and proper manner, payable quarterly, within thirty (30) days
of the start of each calendar year quarter thereafter for the 2015 and 2016 calendar years.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
December 31, 2016. This agreement shall not automatically renew.
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.
Coverage
Limits
A. Worker's Compensation & Disability Requirements Statutory
Page 2 of 5
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 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 1C 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.
Page 3 of 5
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;
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 X. 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.
Page 4 of 5
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.
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: &-61
Vicki Robinson, President
By:�
Richard Foore, Member
By:_44h4•
Anthony . Foster, n, Member
Date: 7- 17 I7
APPROVED:<Z " '-t-fwc�,
Sarah L. Hutton, Mayor
Date: / /4 // 5�
"CONTRACTOR"
R&R BENEFITS/RISK
MANAGEMENT, LLC
1251 North Eddy Street, Suite 200
Southljkpd, Indiana, 46617
By. � r
Printed:
Title:
Page 5 of 5
Date: �� ✓�/
EXHIBIT PAGE OFF
INDEPENDENT CONTRACTOR AGREEMENT FOR BENEFIT CONSULTING SERVICES
This Agreement made and entered into this 1st day of July 2014 by and between R&R
Benefits/Risk Management, LLC ("R&R) and the City of Richmond, Indiana ("City");
WITNESSETH
WHEREAS the City would like to engage R&R in the representation of the City in the
development, risk management, and marketing of activities related to the City's Benefit Programs;
NOW, THEREFORE, upon the mutual promises and commitments of the parties to be performed,
the parties stipulate and agree as follows:
Engagement. Effective July 1st, 2014, the Mayor of Richmond herewith engage and
contract with R&R for R&R to provide services relative to the Benefits for the City. The
services to be provided by R&R under this Agreement in connection with City's Benefit
Programs shall relate to the insurance program commencing July 1, 2014, or later and
the renewal or replacement of or the obtaining of new Benefit Programs effective July 1,
2014, or later. The Benefit Programs developed pursuant to the terms and provisions of
the Agreement shall be subject to the direction and approval of the City. For purposes of
this Agreement, the City's Benefit Programs shall relate to the areas of Medical Stop
Loss, Medical Administration, Life Insurance, Disability, Dental, Vision, or Employee
Assistant Programs and any Benefits that would apply for the City as deemed appropriate
and approved by the City.
2. Contract Representatives. In undertaking its roles and responsibilities under this
Agreement, R&R shall coordinate its communications, activities, reports, advice, and
recommendations through City's contract representative for the City is currently
designated as R&R Benefits specifically, Troy Scott & Bob Frick.
3. Assignments. R&R assignments and responsibilities under this Agreement shall include,
but not necessarily be limited to, those activities set forth in Exhibit A which is attached
hereto and make a part of this Agreement.
Independent Contractor. In all respects, R&R shall be an independent contractor in
undertaking and fulfilling its obligations under this Agreement and in being compensated
for its services. R&R shall not be deemed or considered in any fashion to be an
employee or agent of City. R&R shall have no authority to bind or commit the City to any
agreement, contract, or any other obligation of any type or character. R&R shall pay and
be responsible for all income, federal, state, FICA, worker's compensation,
unemployment, health, disability, or other types of taxes, assessments, fees, costs, or
benefits associated with the operation of its insurance agency in performing the services
under this Agreement, and the City shall have no duties or obligations with respect to
such matters
R&R shall be responsible for all damages on account of personal injury and loss of life
and property due to the activities of R&R and its employees, agents, representatives,
EXHIBIT PAGE OF
subcontractors, and others whose acts R&R is responsible for in connection with
performing this Agreement. R&R agrees to indemnity, defend, and hold and save the
City harmless from and against any and all losses, damages, settlements, costs,
charges, or other expenses or liabilities of every kind and character arising out of or
relating to any and all claims, demands, actions, suits, liens, obligations, proceedings, or
causes of action of every kind and character arising out of or resulting from the acts,
omissions, and or negligence of R&R and its employees, agents, representatives,
subcontractors and others whose acts R&R is responsible for under this Agreement.
5. Compensation. For its services under this Agreement, R&R shall be compensated as
follows:
A. Thirty Thousand dollars ($30,000) annually, payable quarterly starting within vr✓
C45)00) days of July 1, 2014, and then within 30 days of the start of each calendar
quarter thereafter for a period of 1 year with automatic renewals unless terminated by
either party 60 days in advance in any year during the term of this Agreement and
receipt of a proper invoice from R&R, for services rendered in accordance with the
services set forth in Exhibit A.
6. Confidentiality of Records. R&R agrees to treat information provided by the City as
confidential and will utilize such information provided only for purposes of performing the
services set forth in Exhibit A. The City recognizes that R&R, in order to carry out the
services set forth in Exhibit A, may be required to share information with third parties and
may need to disclose certain information to the extent required to comply with applicable
laws or regulations. All records and information provided by the City shall remain the
property of the City and shall be returned to the City upon request, although R&R shall be
allowed to retain copies of such records to the extent required in the ordinary course of
delivering services or complying with appropriate laws and regulations. Any information
provided by R&R, including data, recommendations, proposals, or reports shall be
treated by City as confidential and shall not be disclosed to third parties except its
attorneys, financial consultants, and auditors and except where such information is
required to be disclosed to comply with applicable laws and regulations. R&R shall retain
sole rights to all proprietary computer programs, systems, methods and procedures by
R&R.
Communications. It is recognized by R&R and City that communications from time to
time may occur by electronic mail, sometimes attaching further electronic data as when
the circumstances require attachments. By consenting to this method of communication,
R&R and City accept the inherent risk, including the security risks of interception of or
unauthorized access to such communications, of corruption of such communications and
the risk of other harmful devices. R&R and City agree that each will employ reasonable
virus checking procedures on their respective computer systems and will each be
responsible for checking all electronic communications received for viruses. In the event
to a dispute, neither R&R nor the City shall challenge the legal evidentiary standing of an
electronic document merely by reason of it being an electronic document
EXHIBIT PAGE --'5--OFE�-
8, Premium/Handling of Funds. The City agrees to pay premiums and other money that is
contractually owed to third parties directly to the insurers or other service providers by the
payment dates specified in the insurance policies, invoices, or other payment documents.
Failure to pay premiums on time may prevent coverage from incepting or result in
cancellation of coverage and services by the insurer and service provider.
9. Term. The term of this Agreement shall commence from July 1, 2014 and run for a
period of one (1) years plus 6 months from the contract date of July 1, 2014 terminating
on December 31, 2015, subject to termination in accordance with the provisions set forth
in Paragraph Y.
to
10. Termination. All provisions hereof to the contract notwithstanding, either party hereto
shall be entitled to terminate this Agreement, for any reason, including no reason, upon
sixty (60) days written notice to the other. Any such notice shall be consistent with the
provisions of Paragraph 12 below.
Upon such termination, the City and R&R shall in good faith endeavor to establish fair
compensation to R&R based upon the compensation set fort at Paragraph 5 above, the
portion of the services and assignments of R&R contemplated by this Agreement
completed to such date, together with the likely cost to City, if applicable, to secure
another entity to perform the balance of such services. The final decision with regard to
the compensation payable to R&R shall rest in the sole discretion of the City.
11. Notices. Any notices contemplated by this Agreement shall be deemed effective if
submitted by regular U.S. Mail, with postage prepaid, to the parties as follows:
To R&R at: Troy Scott
R&R Benefits/Risk Management, LLC
1251 North Eddy Street, Ste. 200
South Bend, IN 46617
Phone: 574-596-7359
Fax: 866-299-8438
To City at: City of Richmond, IN
c/o D. Sue Roberson
City of Richmond Human Resources
50 North 5th Street
Richmond, IN 47374
765-983-7244
The parties may change their address for notice purposes under this Agreement by providing
notice of such change in accordance with the terms and provision of this Paragraph.
EXHIBIT - A PAGE .�OF_a
12. Non -Discrimination. Pursuant to Indiana Code 22-9-1-10, R&R will 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. Be reach of this covenant may be regarded a
material breach of this Agreement.
13. Telenhone Non -Solicitation. R&R certifies that, except for de minims and non-systematic
violations, it has not violated the terms of I.C. 24-4.7. I.C. 25-5-12, or is preempted by
federal law and that R&R will not violate the terms of I.C. 24-4.7 for the duration of this
Agreement, even if I.C. 24-4.7 is preempted by federal law. R&R further certifies that any
affiliate or principal of R&R and any agent acting on behalf of R&R or on behalf of any
affiliate or principal of R&R, except for de minims and non-systematic violations, has not
violated the terms of I.C. 24-4.7 in the previous three hundred sixty-five (365) days, even
if I.C. 24A.7 is preempted by federal law, and will not violate the terms of I.C. 24-4.7 for
the duration of this Agreement, even if I.C. 24-4.7 Is preempted by federal law.
14. Binding Effect. This agreement shall be binding upon and shall inure to the benefit of the
respective successors and assigns of the parties hereto, provided, however, that neither
party may assign any of the duties or obligations of this Agreement to any other person or
entity without the express written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the I" day of July and year of
2014 first above written.
R&R Benefits R&R Benefits/Risk Management, LLC
By� —
Troy icit, Principal
Mayor Mayor of the City of Richmond, Indiana
By:
4
Honorable Sally Hutton
EXHIBIT PAGE C=? 0
EXHIBIT A
SCOPE OF SERVICES
ASSIGNMENTS AND RESPONSIBILITIES
R&R Benefits/Risk Management, LLC will assist the City of Richmond in the development of its Benefit
Programs and represent the City of Richmond in the marketing of its Benefit Program's needs related the
City of Richmond's programs in the areas of Medical, Dental, Life, Accident, Disability, Vision, and
Employee Assistance Programs, and all other Benefit related Programs. R&R Benefits will consult with
the City of Richmond representatives and assist in the establishment of a Benefit Program. Assignments
and responsibilities to be provided Include,
• Availability and response to inquiries within twenty-four (24) hours of request
• Review and Mitigate Claims on an Ongoing Basis
• Market and Manage Medical Administration
• Market and Manage Medical Stop Loss Coverage
• Market and Manage Ancillary Benefits as they apply
• Stay abreast and report to the City emerging issues as they related to Benefits
• Assist in the Summary Plan Description creation and ongoing reviews and amendments
• Review and Advise on Employer Health Clinics
5