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17-1001_ALLIANT INSURANCE SERVICES_Professional Services Agreement. CITY OF SAN JUAT.I CAPISTRANO PROFESSIONAL SERVICES AGFEEMENT This Agreernent ls made and entered lnto as of October 1,2017 by and between the City 9f San Juan Caplstrano, a municipal corporalion organized and oparatin! under the laws of thå Slate of California wlth lts principal placa of busiñess at 32400 Paseó Adelanto, San Juan Capistrano, CA 92675 ('City"), and Alliant lnsurance Services, lnc., a Delaware corporatlon wltr Its princþal place of buEiness at 1901 Dove Street, Suite 200, Newport Beach, CA 92660 (hetelnaftar refened to as uOonsultanf). City and Consultant are somgl¡mes individually referred to as "Party'' and collectively as "Partiesn in this Agreement. REC]TALS . A, C]tV is a public agency of the State of California and ls in need of professlonal services for the following project: Health lnsurance Broker Servlcas (hereinaftar refened to as,the project"). B. services. consultant ls duly licensed and has the necessary qualifications lo prov¡de such C. The Parties desire by thls Agreement lo eslablish ths terms for City to retain Consullant to provlde the servíces descrlbed herein. AGBEEMENT NOW, THEFEFORE, IT IS AGREËD AS FOLLOTVS: 1. Services and Term. a' Consultant shall provide the Cíty witl¡ the servlces described in the Scopeof SErvices attached hereto as Exhibit oA' for lhe time-period ol October 1, ZOIT throulh September 30,2021. b. Consultant shall nol have discretlonary authority or discretionary control with respect lo the management of any of the Plan's funds, nor have'independent auihority to exercisE any conlrol r€specting månagemenl or dispositlon of thE assets of such Plans, nor 1e.1der any investment advico with respect lo any rnoney or olhEr properly ol such Plans. The Cllent ag_rees thal lhe Consullant ls nol a Tiduciary''for purposes of the Emptoyee Hetlrement !ryo¡ne Securlty Act of 1974 ('ERISA), as arnsnded, and that the Client shall.noi represgnt that the Consullant is a fiduciary. c. No servicas randEred by Consultanl are providad as legal or tax analysis or opinion and the same shall not ba interpreted to be or relied upon as bgãl or tax analysis, opinion, or advice. 2, Compênsation. a. Subiect lo paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhiblt.B." b. ln no event shall the total amount paid lor servicEs rendered by Consultant under this Agreement exceed the sum of $66,000. This amount is to cover ail prlntin-g and related costs, and the Clty wlll¡El pay any addltional fEes for pr¡nt¡ng expanses. Periodlc payments shall be made within 30 days of receipt ol an lnvoice which inciudes a datailed descrlption of the wolk perlormed. Payments to Consultant for work perlormed wlll be made on a monthly billing basls. g. AdditionalWork. lf changes in lhe work seem merited by Consultant or the Cig, and inlormal consultations witlì the olher party indlcate that a change is warranted, it shall be processed in the following manner: a letter outllning the changes shall be lorwarded to the City liy Consultant with a statement of eEümated changes in fee or time schedule. An amendmenl to this Agreement shall be prepared by the Cíty and executed by both Parties before performance of such servfces, or lhe City will not b€ required lo pay for the changes in the scopa of work. Such amendment shall not render lneflectíve or invalidate unatlecled portions of this Agreement. 4, Malntenance of Records. Books, documento, papers, accounling records, and olher evidence pertalnlng to costs incurred shall be maintained by Consultant and made avallable at all reasonable ùmbs durlng Consultant's normal business hours, throughout the contract perlod and for two (2) years from lhe date of final paymont under the contract for inspection by Clty. Any audil mu6t observe all laws governlng prlvilege and confldentiality, thereby excludlng any of Coneullanl's unrelated proprietary or trade secrot lnformation, intellectual capllal or property, financlal inlormalion, employee personnel lnformation, business or marketlng lnformation, and/or client information. 5. Time of Perlormance. Gonsultant shall perform lts services in a prompt and timely manner and shall commence performance upon recelpt ol wrilten notice from the City to prooeed ('Notice to Proceed'). Thls Agreement shall commenc€ on October '1,2017 and shàll conlinue through September 30, 2021. At lts sole discration, the C¡ty may extend this Agreement up lo thràe addltlonal one-yoar terms. 6. Delavs in Performance. å, Nellher City nor Consultanl shall be consldered in default of thls Agreement for delays ln performance caused by clrcumstances beyond lhe reasonable control ol the non- performing paily. For purposes of lhls Agreemenl, suoh circumstances include bul are not limited to, abnormal weather conditions; lloods; earthquakes; flre; epidemics; war; dotE and other civil disturbances; sldkes, lockouts, work slowdowns, and other labor dlsturbances; sabotage or Judicial r€stralnt. b. Should such circumstances occur, the non.pelormlng party shall, wlthln a reasonable time of belng prevented from perlorming, give written notice to the other party describing the circumstances preventing conl¡nued perlormance and the efforts belng made to resume performance of tris Agreement. 7. Comollance wlth Law. 2 a. Consultant shall comply wih all applicable laws, ordlnances, codes and regulations of lhe fEderal, stale and localgovernment, including GaIiOSHA requirements. . . b. . . lf requlred, Consultant shall reasonably assist the City, as requested, in obtainlng and maintaining all permits required ol Consultant by federal, state and local regulator! agencies. c. lf applicable, Consultant is responsiblE for allcosts ol clean up and/ or removal of hazardous and toxio substances spilled as a result of lts seMces or operations performed under this Agreement. 8. Standard of Care Gonsullant's services will be performed ln accordance with generally accepted professional practices and principles and in a manner consistent wlth the level of cåre and'skill ordinarily Exercfsed by members of the professlon currently practlcing under eimilar condl¡ons. 9. Assionment and $ubconsultant Consultant shall not asslgn, sublet, or lransfer thls Agreement or any rights under or interest ln this Agreement without üte wrltten consent of the City, whích may Ué wiitrtrelO for any reason, except that wrltlen consent shall not be requlred for asslgnmErit to a successor iñ lnlerest atter Consultanl's merger, consolldatlon, reorganizatlon, or ıale. Except as permitted hereln, any attempt to so assign or so transf€r shall be void and without legd àffect ãnd shall constitute grounds for term¡nation. Subcontracts, if any, shall contain a provlslon making them qubject to all provisions stipulated in this Agreement. Nothlng contained herein shall p=revent Consultsnl from employing lndependent assoclatos, and subconsullants as Consullanl may deem approprlate to assist ln the performance ol services hereunder. 10. lndeoendent.Consultanl , Consultant is retained as an independenl contractor and is not an employee of Glty. No e.mp]9Ve9 or agent of Consullant shall become an employee ol City. The woik tb be perfòrmeo shallbe ln accordance with the work descrlbed in this Agreement, éubject lo such dlreðtlons and amendmenls lrom City as hEreln provlded. 1 1. h€t¡tglgg. Consullant shall not cornrnence work for tha C¡ty until it has provided evìdencs satlsfaclory to the City it has secured all insurance requhed uñdEr thls seitlon. ln addition, Consullant shall not allow any subcontractor to commence work on any subcontract until lt haE secured all insurance required under this sectlon, a. Commerclal Genqral Llabllity (i) The Consultant shall take out and mainlain, during the perlormance of all work under this Agreemenl, ln amounts not lEss than specified hereln, Commercial General Liability lnsurance, in a form and with lnsuranca cornpanlis accoptable lo the City. {¡Ð Coverage for Commerclal General Liability lnsurance shall be at leasl as broad as the following¡ 3 coverage (Occurrence Form (il¡) for lhe lollowing: (1) lnsurance Services Office Commercial General Liabillty CG 00 01) or exact equivalenl. Commerclal General Liablllty lnsurance must include coverage (1) (2) (3) {4) (s) (6) (71 (8) {e) Bodily lnjury and Property Darnage Personal lnjury/Advertising lnjury Premises/Operatlons Liabilig Products/Completed Operations Liability Aggregate Limils that Apply per Project Explosion, Gollapse and Underground (UCX) exclusion deleted Contractual Liability with respect to this Contract Broad Form Properly Damage lndependenl Consultants Coverage liu) . .Il:- poficy shall contain no EndorsEments or provisions limiting coverâge fot (1) conlractual liability; (2) cross liability excluslon for claims or suils by one insured against another; (3) productlcompleted operations liability; or (4) contain any-other excluslon contrary to lhe Agreement, (v) The pollcy shall give Clty, its oflicials, officers, employees, ag_ents and Ci$ designated volunleers additional lnsured status uslng ISO endorsement lbrms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exaci same coverage. (v¡) The general liabílity program may utiliza elther deductibles or provile goverage excsss of a self-insufed retention, subJect to written approvalby the Cfty, and provlded lhat such deductibles shall not apply to the City as an additional lnsured.' b. Aulomobile Liabilitv . (i) Al all times during lhe performance of the work under thls Agreement, the Consultant shall mainlain Automobile Liabllity lnsurance for bodlly lnjury and property damage includlng coverage for own6d, non-owned and hired vehiclas, in-a fônir and wlth insurance companles acceptable to the City. (i¡) Coverage for automobife liablllty insurance shall be at least as broad as lnsurance Services Offica Form Number CA 00 01 covering automobile llability (Coverage Symbol 1, any auto). (¡¡i) The polícy shall give City, its otficials, officers, employees, agents and City designated volunteers additional lnsured status. (iv) Subject to written approval by the City, lhe automobile fiability program may utillze deductibles, provlded that such deductibles shall not apply to the City as an additional insured, but nol a self{nsured relention. c. Workers'Comoensation/Emolover's Llabilitv (¡) Consullant certifies that he/she is aware of lhe provisions of Section 3700 of the Californla Labor Code which requires every employer to be insured against 4 liabill$ for workers' compensation or lo underlake sElf'lnsurance in accordance with theprovisions of that code, and he/she will comply wlth such provisions before cornmencing work under lhls Agreement. (lÐ To the extent Consultant has employees at any time durlng the tgrm^of this Agreement,.at all times durlng lhe performance of ihe'work under trr¡s Agreement, lhe Consultant shall ma¡nta¡n full compensatlon lnsurance for all persons employed ðtrecUy Uy hlm/her to cany oul lhe work contemplated under lhis Agreement, all in acıoráance willr thä nVorkers' Compensation and lnsurance Acl," Division lV of thg Labor Code ol the State of Californla and any acts amendatory thereof, and Employer's Liability Coverage in amounts indlcated herein. Consultant shall require all subconsultants to obtain and máinta¡n, for the perlod rgguireO^U-V thls Agreement, workers'compensatlon coverage of the same type airO timits as specified in lhis sectlon. d. ProfessionalLlabllltvJEnorsandOrqissiqnEì At all llmee during the performance of lhe work under thls Agreement lhE Consultant shall malntain prolessional llability or Enors and Omisslons insu¡ance appropriate to lts professlon, ln a form and wlth lnsurance companies acceptable to the Cíty and in an amounl lndicated hereln. This insurance shall be endorsed to lnclude contractual liabillty applicable to this.Agreement and shall be written on a pollcy form coverege epecifically deslg-ned to prolect againsl acls, ênors or omlssions of the Consultant. 'Covered Profebsional Servicbs" as deslgnated in the pollcy must specifically lnclude work performed under lhis Agreement. The pollcy must "pay on behalf ofl the insured and must includE a provisíon establlshing the insurer's duty to defend. e. Minimum Policy Limits Feguire4 $ The following lnsurance limits are required for the Agresmênt: Combined Slnole Lirnit Commerclal General Liabllily $1,000,000 pêr occur€nce/S2,000,000 aggregate for bodily injury, personal injury, and property damage AutomobllE Llability $1,000,000 per occurrence for bodily injury and property damage Ernployer's Liablllty $1,000,000 pet occurr€nce ProfesslonalLiability S1,000,000 per claim and aggregale (enors and omisslons) (¡i) Defense costs shall be payable ln addition to the llmlts. (ii¡) Requirernents ol specific coverage or limits contalned in this sect¡on are not intended as a limitation on coverage, limits, or othar requirement, or a waivEr of any coverage normally provided by any lnsurance. Any availabls cov€rage shall be provlded to the partles required to be named as Additional lnsured pursuanl to lhls Ag-reement. l. Evidence Reoulred 5 Prlor to Execution of the Agreement, the Consultant shall file wiür the City evidence of in'surance from an insurer or lnsurers cedifylng to lha coverage of all insurance required herein. Such evidence shallinclude orlginal coples of the ISO CG O0 01 (or insure¡,s equivalent) signed by thE insure/s representative and Certlflcate of lnsurance (Acoid Form 25. S or equivalent), together with required endorsernents. All evidence of insurance shall be signed by a properly authorlzed officer, agont, or qualified representatfue ol lhe insurer and shallcertifylhe names of the lnsured, any additlonal insureds, whEre appropriale, the t¡rye and amount of the insurance, lhe locatlon and operatlons to which the ineuiance applies, änd the explration date of such insurance. g. Policy Provisions Reoulred (i) Consultant shall provide the City al least thirty (30) days prior wdtlen not¡ce of cancellation of any policy required by this Agreement, eicépt t-hat'the Consulùant shall provide al least ten (10) days prior written notice of cancellatlon óf any such policy due to non.payrnenl of premium. lf any of the required coverago is cancelled or ixpires durlng the term of this Agraemenl, the Consultant shall deliver renewal certlficate(s) lncúding the Gene¡al Liabllity Additional lnsured EndorsamEnt to the City at least ten (10) days prior tı the etfeclive date of cancellation or expiration. (¡i) The Commerclal General Llabilig Policy and Automoblle Policy shall each conlain a provision stating that Consultant's pollcy ls primary lnsurance and that an! insurance, self-insurance or olher coverago maintalned by the City or any named insuredi shall not be called upon to contdbute lo any loss. (¡ii) The retroaclive date (lf any) ol each policy is to be no later than lhe effective date of this Agreement. Consultanl shall maintaln suóh coverage conlinuously for ! Perioa of at least three years after lhe completion of lhe work under this Agreemenl. Consultant shall purchase a one (1) yaar extended reporting period A) lf the rEtroactlve date is advanced pasl the eflective dale of thls Agreement; B) if the policy is cancelled or not renewad; or C) il the policy is repþced by another clalms-rnade pollcy with I retroactivo data subsequent to tha effectlve dale ol thls Agreement. (iv) All required insurance coveråges, except lor t¡e professlonal lla-bllity coverage, shall contain or be endorsed lo waiver of subrogatioir ln favor oífie Clty, its officlals, officers, employees, agents, and volunteers or shall specifically allow Consu[añt or olhers providlng insurance evid_ence in compliance wlth these specillcations to walve their righlol recovery prior to a loss. Consullanl shall require simllai written express waivers and lnsurance clausEs from each ol its subconsultants. (v) The limits set foñh herein shall apply separately to each insured qga¡nst whom claims are made or sults are brought, except wlth respect to th'e l¡m'ls of liability. Further lhe limits sel forth herein shall not be construed lo relieve the Consultant from liability in excess of such coverage, nor shall it llmlt the Consultant's indemniflcation obligatlons to ihe Gþ and shall not preclude the Clty from taking such other actions available to the Gity under other provisions of the Agreement or faw. h. Qu.allfuinq lnsurerq 0 All pollcies required shall be issued by acceptable insurance companies, as determined by the Clty, which satisfy the lollowlng mlnlmum requ¡remonts: 6 (1) Each such policy shall be f¡om a company or companies wlth a current A.M. Best's raling of no less than A:Vll and admltted to transact in lhe business of insurance in the State of Callfomia, or otherwise allowed to place insurance through surplus llne brokars under appllcable provisions of lhe Calilornia tnsurance Code or any federal law. l. Addilionallnsurance ProviEions (i) The loregoing requirements as to the lypos and llmils of lnsurance covsrage to be maintained by Consultant, and any approval of said insurance by the City, is not ¡ntended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consullant pursuant to this Agreement, including but not llmited lo, the provislons concerning indemnification. (il) lf at any time durlng the life of thE Agreement, any policy ol insurance required under this Agreement does not comply with these specilications or is canceled and not replaced, City has the right bul not the duty lo obtain the insurance it deems necêssary and any premium paid by City wlll be promptly reimbursed by Consultant or City wlll withhold amounts sufflclent to pay premium from Consultanl payments. ln the alternative, City may cancel thls Agreement. (¡ii) The City may require the Consultant to provide complete copies of all lnsurance policies in effect for lhe duration of the Project. (iv) Neither the City,nor any of its officials, otflcers, employees, agenls or volunleers shall be personally responsible lor any llability arising under or by virtue of this Agreement. j. Subconsultant lnsurance Reouirements. Consultanl shall not allow any subcontractors or subconsultants to conmence work on any subcontracl untll they have provided evidence satislactory lo the City that they have sacuredÊll insurance requlred under thls section. Policies ol commerclal general liabilily insurance provided by such subcontractors or subcongultants shall þe endorsed to name the City as an additíonal insured using ISO lorm CG 20 38 04 13 or an endorsemsnt providing lhe exact same coverage. lf requested by Consullant, Clty may approve diflerenl scopes or mlnimurn limits ol lnsurance for parllcular subcontractors or subconsullanls. 12, lndemnilicatlon. a. To the fullest extEnt permitted by law, Consultant shall defend, with counsel ol its own choosíng (subjecl to the Ci$'s approval, which shall not be unreasonably wlthheld) and at Consultanl's own cosl, indemnify and hold the City, its offlclals, otlicers, employees, agenls and volunleers free and harmless from any and all claims, demands, causes ol action, suits, actions, proceedings, reasonable costs and expanses, liabillg, ludgments, awards, decrees, settlements, loss, damage or lnJury of any kind, in law or equity, to property or persons, lncludlng wrongful death, (collecllvely, 'Clalms') to the extent resultlng from acls, enorsor omissions, or wlllful mlsconduct of Consultanl, lts otflciåls, officers, employees, subcontractors, consultants or agenls in conneclion with the pedormance of the Consullant's seryices, the ProJect or lhis Agreement, lncludlng without lirnitation the payment of all consequential damages, experl reasonable and necessary wllness fees and attomeys'fees and olher relatEd cosls and expensss. Consultant shall not be responsible for any Clalms to the e)dent such Claims result from the negligent acts or omlsslons, recklessness, or wlllful 7 mísconduct, of the City, its officials, officers, employees, agents, or volunteers. NohMthstandlng the foregoing, to the extent Gonsultanl's services ara subject to Civil Code Section 2782.8, the above indemnlty shall be limited, to the extenl required by Civll Code Section 2782.8, to Ctaims that adse out of, portain lo, or relate to the negligence, recklessness, or willful misconducl of the Consultant. Consullanl's obligation to indemnffy shall not be reslrictad to insurance proceeds, if âny, received by lhe City, íts otlicials, ofÍicers, employeas, agantE or volunteers. b. Addltlonal lndemnify Obllgations. Consultant shall defend, with counsel of its own chooslng (subject to lhe City's approval, which shall not be unreasonably wlthheld) and al Consultant's own cost, €xpense and risk, any and all Ctalms covared by this seclion that may be brought or lnstituted againsl the City, íls otficials, offlcers, ernployees, agents or volunlEers by lhird padies, to the extent resulting fiom acts, erors or omisslons, or willful misconduct of Consultant, ils offieials, offlcers, employees, subcontractors, consultants or agents in connectlon with the performance ol the Consultant's servlceg, Corcultant shall not be responsible for any Claims to lhe extent such Claims result from the negllgent acts or omisslons, recklessness, or willful misconducl, of the City, its officials, officers, employees, a$9nts, or volunleers. Gonsullant's obligalion to indemnify shall not be restrlcted to insurance proceeds, if any, received by the Clty, its officials, offlcers, employees, agents and volunteers. 13, Californla Labor Code Requiremants. a. Consultant is aware of the requirernents of California Labor Code Sections 1720 el seq. and 1770 ølseq., which require the payment of pravailing wage rates and the performance of other requirements on certain "public worksn and 'maintenance' proiects. lf lhe services are being perlormed as part of an appllcable "public works" or "rnaintenance" projecl, as defined by the Prevaillng Wage Laws, and if the total compensation ls $1,000 or more, Consullant agrees to fully comply with such Prevailing Wage Laws, lf applicable. Consultant shall defend, lndemnify and hold the Clty, lts officials. officers, employees and agents freo and harmless from any Claims to the extenl resulting from Consultanl's faiture to comply with the Prevalllng Wage Laws. lt shall be mandatory upon thê Consultant and all subconsultants to comply wlth all Califomia Labor Code provisions, which lnclude öut are not limlted to prevailing wagês, employrnant ol apprentices, hours of labor and debarment of contraclors and subcontraclors. b. lt the serviees are being performed as part of an applicable "public worksn or "mainlenance" project, lhen pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultanl and all subconsultants performing such Services must be registered wlth the Ðepartrnent ol lndustrial Relations. Consultanl shall maintain registratlon for lhE duration of the Project and require the same of any subconsultants, as appllcable. This Project may also be subiect to compllance monitoring and enlorcement by the Depañment of lndustrlal HeÈtions, lt shall be Consullant's sole responslbility to comply wlth all appllcable registration and labor compllance requiraments. 14. Verification of Emolovment Eliglbllltv. By executing thls Agreement, Consultant verilies that it fully complies with all requirements and restrlctlons of slate and lederal law respectlng the employment ot undocumented aliens, including, bul nol limited to, the lmmlgration Reform and ConlrolAcl of 1986, as may be amended from lime lo time, and shall require all subconsultants and sub- subconsullants to comply with the sarne. 15, Laws and Venue. I This Agreement shall be lnterpreted in accordance with the laws of the State ol Calilornia. lf any actlon ls brought to interpret or enforce any term of thls Agreement, the action shall be brought in a stal6 or lederal court sltuated ln the County of Orange, Stale of Galifomia. 16. Terminalion or Abandonment a. Ci$ has the right lo tErminate or abandon any portion or all of the work under this Agreemenl by giving th¡rty (30) calendar days wrlüen notlce to Consultant. ln such event, Consultant shall, as soon as reasonably practicable, glve City title and possassion to all Client Materials (as deflned below). City shall pay Consultant the rêasonable value of sErvices rendersd for any porllon of ths work completed prior to terminalion. lf said terminatlon occurs prior to completlon ol any task for the Project lor whlch a payment raquest has not been recaived, thg charge lor services performed during such task shall bE the reasonable valua of suoh servlces, basêd on an amount mutually agreed to by Clty and Consultant of the portion of such lask completed but not paid prlor lo sald termination. Clty shall not be llable for any cosls other than the charges or portions thereof which are specllled herein. Consultant shall not bE snlitl€d to payment for unperformed services, and shall not be enütled to damages or compensatlon lor termination of work. b. Consultant may termlnate ils obligation to provide furlher servlces under this Agreernent upon thlrty (30) calendar days' written notice to City only in the event of substantial failure by Cily to perform in accordance wilh lhe terms of this Agreement through no fault of Consultant. 17, Confidentialitv. a. The services and work product exchanged by lhe Parties under th¡s Agreemenl are lo be usad exclusively to carry out the lerms, condltions, and purposee set forth herein. The Parlles acknowledge that durlng lhe term ol thls Agreemenl, they may each exchange informatlon considered confidenllal, proprietary and/or trade secret lncludlng, without limitation, dala, recommendations, proposals, r€ports and simlla¡ lnformation, and work product (collectively, 'Confidential lnlormation"). For purposes of lhls Agreement, the Party discloslng Confidentlal lnformation shall bE called the 'Discloslng Part¡/' and the Party receÍving Confldential lnformalion shall bE called the 'Feclplent Party." Except as olhenrise provlded heraln or as requlred by appllcable law, the Parlles understand and agree that they rvlll not dlsclose, distribute, us€, or rely upon Confidentlal Information received from the other wlthout the permisslon of the Disclosing Party. b. Except as olherwise provided in this Agreement, Confldential lnformatlon ls and remains the absolute and exclusive property of the Disoloslng Party and/or lts afflliates, and is its unique and valuable assel. Unless othenrise authorized by thls Agreement, no copies ol Confidential lnlormallon shall be made without the written permisslon of the Disclosing Party. The Parties agree lhat, except as otherwise provided hereln, lhey will not directly or indireclly comrnunicate, dlvulge, or otherw¡se dlscloee any of lhe olhe/s Conlidential lnformation to any unauthorized psrE¡on, firm, or corporalion, and shall prevent, to the best of their abllity, tha unauthorized disclosure of such Confidential lnformatlon to others. c. Consultant retalnE ownership tighte ln and to any information, data, benefit analysis, speciflcallons, origlnalfiEld notes, written reporß, Drawings and Speclficatlons and other documents (collectively Work Product"), together with all lntellactual proporty rights herein. Notwllhstandlng, the City shall retain all ownershlp righls in and to any information, dala, methods, specfilcallons, or products supplled by Client. The Work Product is solely lor use by o a the City and its employee benefits plans and may not, wlthout Consultant's written agreement, be shared with anyone else other lhan lhe City's employees, its employee benéfits plan participanls and beneficiaries, the City's advisors who have a need to know, or as olhenrvise required by law. d. Confidentlal lnformation does not include informatlon lhat is: (i) in the public domain or that becomes a part of the public domaln, other than as a resull of a breach of the confidentiality provlsions of thls Agreemonq (¡i) independently developed by either Party åB demonshated by- the Party's records; (lli) lawlully known by thE Recipient Pàrty, without any obligalion of confldenlíalily or oth€r restrlclion on use or disclosure, prior to the provislon of sucir lnformatlon by Disclosing Party¡ or (iv) disclosed by a thlrd party whom the Reclplent Party has no reason to believe has any confldentiality or fiduclary obllgalion to the owner of such informatlon. e. Either Party is entitled to release Conlidential lnformation as requhed lo pros€cutB or delend any claim under lhis Agreement; provided howevsr, that the Party seaklng !o e-n{orc9 this Agreement sfrall take all reasonable steps necessary to avoid discloeing Confidential lnformation, including filing documents and papers under seal. A Recipient Party may disclose Conlidential lnlormadon pursuant to a valid order of a court or govemmentál agency wlth prçer lurisdiction, or if such dlsclosure is required by law or regulatlon; provided that the informallon is disclosed to only thE minlmum exlenl necessâry, and provided lhat, to the extent allowed by law, the Recipienl Party shall give Discloslng Party sufficienl advance notice so thal it may seek a protective order or employ other lawful means to avoid or limit dlsclosure. f. The Parties agree lo employ reasonable and cuslomary business practices to protect and secure Confidential lnformation from unauthorized release or distribution and to limlt access and usage of such information to lhose employees, offlcers, agents, and representatlves who "need to knovf in order to provide the products and SeMces under this Agreemenl. ThE Parties further agree that those employees, officErs, agents, and representatlveE who are privy to Conf¡dential lnformalion shall be informad about tha confidential nature of the lnformation and requlred to maintain lts confidenliality as provided under lhls_Agreement. The Reclpient Part shall be liable lor any breach of lhls Agreemenl by any of lls Representatives. f 8. Oroanization Consultanl shall assign Michael MoralEs as ProJect Manager. The City may reasonably request that the Consultant aeslgn a ditfErent Project Manager, and Consultant relains the rigtit to assign a different Profect Manager, subject to the Clty's reasonable approval. 19. Llmltalion of Aoreemant, Thls Agreemenl is limited lo and includes only the work included in the ProJect described above. 20. Notice Any notice or instrument requked lo be glven or dellvered by thls Agreement may be given or dElivered by depositlng the same ln any United States Post Office, certilied mail, return recelpt requested, poslage prepald, addressed to: 10 CITY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Sam Penrod, Human Resources CONSULTANT: Alllant lnsurance Servieas 1301 Dove Street, Suile 200 Newport Beach, CA 92660 Altn: Mlchael Morales, Vice Presidenl With acopyto: Alliant lnsurance SeMces, lnc. Attn: General Counsel 701 B Street, ôth Floor San Diego, CA 92t0t and shall bE etfective upon receipt lhereof. 21. Third Party Riohts . .Nothlng-ln this.Agreement shall be construed to give any dghts or benefits to anyone olhar lhan the Clty and the Consultant. 22. EoualOoportunitvEFqlovment. €onsultant represents lhat lt ls an equal opportunity employer and that it shall not dlscrlminate againsl any employee or applicant lor employmeñt Ueóauie of race, retigion, color, natlonal origin,- ancestry, sex, age or other interests protecled by the State ır Federal ConstituÌions. Such non-discriminallon shall include, but nol be limiled to, all activiiles related to inilaal employment, upgrading, demotion, transfer, recruitrnent or recruitment advertisingl Uyott or termlnalion. 23. Entlfg Aoreement ^ , This Agreement, wlth its exhibils, represents thE entire undsrstandlng of City and Consultant as to those matters contained herein, and supersedos and sâncelé any pilor or c€ntemporaneous oral or written understanding, promises or representations with iedpect tothose matlers covered hereunder. Each party acknowtedgàs that no represeniations, inducemenls,_ promises or agreements have been made by any person r ihich are not incorporated herein, and lhal any other agreements shall be vo¡ä. t¡r¡s'Rgreemenl may not be modified or altered excepl ln wrlllng signed by both Parties hereto. fnis is an in[egrated Agreement, 24. Severabilltv The unenforceability, invalídity or illegality ol any provision(s) of this Agreement shall not render the provislons unenforceable, invalid or illegal. 25. Successors,and As-siqns 11 This Agreement shall ba binding upon and shall inure to the bEnefit of the successors in interest, executors, administrators and assigns of each parly to this Agreement. Howevgr, Consullant shall not assign or transfer by operation of law or otherwise any or all ol its rights, burdens, dutieE or obllgations without the prior writlen consent of Clty, êxcept that prior wrinen cons€nt shall not be requlred for asslgnrnent or transter to a successor ln interest after Consultant's merger, consolidation, reorganizatlon, or sale. Except as permltted herein, any atlempted asslgnrnent without such consent shall be invalid and void. 26. Non-Waiver None of the provisions of lhls Agreement shall be considered waived by either party, unless such waiver is specílically specilied in writing. 27. Time pf Essence Time is of the assence lor each and every provision of this Agreement. 28. Cilt's Right to Employ Other Consultants City reserves lts rlght to employ other consullants, lncluding engineers, ln conneclion wilh lhls ProJect or other projects. 29. Prohiblted lnterests Consultant malntalns and warrants that it has not employed nor retained any company or person, other than a bona flde employee working solely for Consultant, to solicit or secure this Agreemenl. Further, Consultant warrants that it has not pald nor has il agreed to pay any company or Person, olher than a bona fide employea worklng solely for Consultant, any fee, commission, percentage, brokerage fee, gifl or olher conslderation contingent upon or resultlng lrom the award or maklng of this Agreement. For breach or violalion ol lhis warranty, Clty shail have thE r¡ght to rescind this Agreement without liablllty. For the term of this Agreement, no director, official, otficer or ernployee ol Clly, during lhe term of his or her servlce wilh City, shall have any dlrect interest in this Agreement, or obtain any present or antlclpated material benefit arlslng therefrom. ISTGNATURES ON FOLLOWNG PAGEI a t2 T SIGNATURE PAGE FOR PROFESSIONAL SERVICF,S AGREEMENT BETWEEN THE CTTY OF SAN JUAN CAPISTRANO AND ALLIANT INSI,JRANCE SERVICES, INC. lN WITNESS WHEREOF, lhe Partles have execuled this Agreem€nt as of the date flrst written above. CITY OF SAN JUAN CAPISTRANO ALLIANT INSURANCE SERVICES, INC. By:By: lls: .tJ,"' 9¡.i¡L.¡\- ., Printed t*ar",$rc\no¿\,$t,rn\¿s By: (* APPHOVED AS TO FORM: , t3 tÉfr EXHIBIT A Scope of Services (see attached RFP response that indlcates scope of services to be performed.) , 14 EMPI(lYEE BE}IEFITS *lliant The City is seeking to n ame a broker of record a nd is looking for a long-term retatio nsh ip and continu ity of services in the rapidly changing area of employee benefits. The City is particularly interested in a broker who can offer creative, innovative approaches that allow the City to maintain quality programs and contain cost. The selected broker shalI provide: A. Representation in all negotiations with providers on issues related to premiums, service, benefits levets, plan design, speciaI terms and conditions, etc. Alliant evaluates vendor services through an RFP and due diligence process designed to draw out the best quality services and cost proposals for our clients. Regardless of the service (Medicat, Denta[, Benefit Administration, Online Etigibitity, COBRA, etc.), Altiant wi[[ ensure that a[[vendors are competing on a [eve[ playing fietd through comprehensive RFPs that delineate required services. We wit[ make vendors compete from a service and pricing perspective to leverage the most competitive proposats from the marketplace. Altiant understands that while changing carriers is undesirable for employees, it is periodically necessary to market lines of coverage to other insurance carriers to ensure the City is receiving the most cost effective and comprehensive coverage available. The A[liant team will evatuate many variables in the renewat and marketing process in order to determine quatified bids and carriers. Examptes of variables, other than cost and benefit schedules, that are reviewed in the evatuation of bids and bidders inctude: B. An annuaI review and report of employee benefits program for quality and adequacy of benefits provided, cost effectiveness, competitiveness, plan administration and plan utilization, and recommendations concerning any changes in terms, conditions, and limits. We begin the renewaI process 4-6 months prior to the effective date with our preliminary renewaI meeting so that we understand the City's budget requirements, expected growth and other anticipated needs. We witl discuss budget, trends, review claims experience and put together a renewal/marketing strategy and timeline. This timeline wi[[ include approximate dates for accomplishing tasks and tentative meeting dates to present results. The following information will also be presented at the pre-renewal meeting Network size and disruption analysis Reti ree coverage options Reporti ng ca pabilities Ad min istrative efficiencies Etigibitity maintenance Fee structure Provide market trends analysis by ptan lntroduce new product innovation Review insurance carrier performance Rx formulary Iistings Emptoyee and retiree educationaI materials Data integration capabitities Continuity of care provisions Ctaim adjudication speed & accuracy ldentify areas of cost containment Provide renewal estimates 1l EMPTf¡YET BEI{EFIIS úlliant These tools and reports will allow the City to have a better understanding of their current costs, expected costs based on market data, as well as the different variables that may affect their future costs. Also, it will provide us with ample time to evatuate options, secure the most favorable contractualterms, and to provide scenarios that meet the City's budget guidetines. C. Recommendations regarding website technologies to support on-line enrotlments, changes, and an employee educationaI module to assist employees in self-management of benefits. Alliant has assisted many clients with various Benefits Administration platforms. Benefits Administration outsourcing can inctude a variety of services and because one vendor does not fit every client, we do not recom mend one ptatform for everyone. Rather, Attiant is ha ppy to assíst in vetting vendor capabilities and pricing, and work with our client's vendor of choice. The following is a brief description of the types of services that are available via these systems: Employee Portat: Hosted Web portat for communication of a client's emptoyee benefits program; Online Enrollment/Eligibility: Web-based system with employee self-service, etectronic carrier etigibitity management and payrotl system integration; Employee Communications: Distribution of communication materials to plan participants, including summary plan descriptions and carrier forms; Open Enrollment Processing/Fulfillment: Full management of open enrollment process, including employee calts and transaction approva[; COBRA/Retiree Services: Notification and premium bitling for COBRA and retirees, including carrier reporting. Ben-lQrM Smartphone Application Alliant's Ben-lQ is an innovative mobile application designed to reflect increasingly mobile employees' need for 24f7 access to plan information. Ben-lQ offers employees a wealth of online features and functionatity as shown in the illustration betow. Some features, such as nurse line contact information, can help employees make the right decision about what [eve] of care to seek, saving both the employees and their employer money and time. Additionatty, the ability to quickly and easily find an in-network provider, anywhere in the nation, ensures that employees have the most up-to-date information, helping lower out-of-network usage. O BEr{EFrrr}¡Fo Accs to heaith plan highlights @ rrrocorrncrs Find nuræ line and other important contact numbers @ lccessrocanos Store and organizeplan lD cards O wErLilsssflps Welln6 protram information and tips cosToFcAR€ o F¡nd out how much care should cosl MESSAGES O Ræeive important mæ96 froñyour HR/benefíts team vrDEos O Learn moreabout plan benefíts with âccs to oñliñevides e¡c O Acc6 anversto frequently asked benefits questions t 6 EMPTflYET BEIIETITS M,IIiant See Ben-lQ in actíon on YouTube See Exhibit I which inctudes a Ben-lQ FAQ and promotionaI poster ATLIANTCONNECT - WEB PORTAT We could also provide the City access to A[[iantConnect, which is a communications ptatform that provides employees with easy access to centralized online information about benefits, health and wetlness issues and Human Resource forms, poticies and procedures, emptoyee totalcompensation, and much more. lt is the client's single source for managing benefits tools and information. A[[iantConnect serves as a life management tool for employees who need quick and easy access to resources to take care of their health, finances, and work/life balance. This centralized resource center is the online destination where em ployees can perform a variety of tasks conveniently, aided by personalized information. lts unique combination of plan and health education gives employees a strong foundation to become more savvy consumers of health care and other benefits. Products and services that are included (or may be included) are outlined below: Benefits Center Total Compensation Statements Human Resources Center Basic Enrollment Services Health and Wellness Center Client Community My lnfo Center FinancialService Advisor Tools Emptoyee Cost and Care Guide D. A review ofand resolution ofissues concerning insurance policies, certificates ofinsurance and other documents related to employee benefits programs. As part of our scope of services, Atliant witt review, track a nd provide recom mendations on all of your current plan documents, contracts, and benefit booklets on an annuaI basis to ensure: Policy issue tracking document (tracks production and review of contracts, SBCs, Benefit Summaries, EOCs, SPDs and policies) Compliance and legislative requirements (i.e., comptiance timetines for document delivery, required notices, etc.) Consistency with the City's policies and procedures Comprehensive coverage ensuring significant gaps or exclusions are consistent with City's understanding of the plan Rates, benefits and provisions match what was agreed upon renewal Creation of appropriate plan documents, wrap documents and SPD's At the end of th is process, Allia nt wil[ deliver electro n ic co pies a nd, if req u ested, h a rd co pies of the contracts. ln order to ensure the deliverables are provided timely to the City, carrier contracts and documents are included and tracked in our annualwork ptan via a tracking document. EMPTOYET BEIIEFITS *lliant E. Claims experience reports and special studies and reports as requested by the City. Clear and concise reporting is essential to understanding the components and cost indicators that drive the performance of your benefit plans. Atliant willwork with the City's team to develop a report format and frequency that will enable you to easily monitor your plan's actuaI financiaI results versus expected costs. Since the City participates in CaIPERS, there is no claims data available on those products. Ctaims experience data, if available, witl be reviewed regularly and reports wilt be prepared to keep the City appraised of utilization patterns, claim experience, plan costs, and trends. We provide annuaI reports to a[[c]ients as well as more frequent monthly or quarterly experience updates with estimates of preliminary rate changes. Our approach includes subjective analysis in addition to objective formulas and methods. F. Annual summaries of financial status of insurers, as needed. We will develop and recommend insurance carriers based on the carriers financial stability. Alliant uses 1-4 financiaI rating agencies to provide insurer solvency reporting to our clients. A.M. Best is the gold standard which we follow; however, depending on what we are marketing we may utilize all of the four ratings. The ratings are reported to our clients in the marketing results section of our market anatysis report or with renewals if needed. G. Assistance in the development of long-range goals and strategies for the City's employee benefits programs. ln collaboration with the City of San Juan Capistrano, Altiant wilt develop a long-term employee benefits strategy aligned with the City's goat of maintaining quatity programs and containing costs. We will work with the City to understand current challenges, budget constraints and future objectives in order to identify a strategy that suits the needs of the City and its employees. Once we have established a multi-year strategy, we will break those goals down into tangibte mitestones which will be built into an Annual Work Plan for Altiant and the City. This custom management plan witt consist of a multi-stage process with clearly defined time [ines and witl be evaluated each yearto ensure it is consistent with the long term goals and changing needs of the City. After general dates are agreed upon, Altiant wilt buitd a more detailed and comprehensive work ptan with specific dates and projects outtined. H. Monitoring of ongoing contracts, including provider ptan administration, tracking of performance standards, provider compliance with contracts and incurred claims. At Allia nt, we u ndersta nd the importance of a n ongoing review of the City's Benefit Program. ln order to m aintain the integrity of the program, it is imperative that we ensure that the benefit plans and provisions are operating in linewiththeCity'sexpectations. lnordertoachievethis,Attiantwitt provideongoingsupportwithcontractreview, vendor management, claims and etigibitity assistance and resolution, and legislative updates and compliance. Alliant witI work with the City to design carrier service, financia[, and claims performance guarantees that ensure carriers are delivering excellent service to the City's team and emptoyees. We will monitor carrier guarantee performance on a quarterly or semi-annuaI basis and report results to the City. EMPTOYET BÊI{EFITS M,lliant We will also conduct thorough reviews of al[ contracts to ensure that rates, benefits and provisions match what was agreed upon at renewal. ln the event that the errors are discovered in the contracts or in how the carriers have processed a claim, Attia nt witt work with the insu ra nce carrier to have the issue corrected in a timety m an ner. l. Renewal rates and cost trends and assistance to C¡ty staff in preparation of budget figures. We offer one of the strongest sets of analytic capabilities in the business. With our staff of underwriters and actuaries, and a multitude of actuarial and business inteltigence tools, we have taken the guesswork out of the financial puzzle that is employee benefits. Beginning with basic financiaI reporting and analysis, we focus on providing information to the City that is timety and accurate and hetps to make business decisions. ln addition, we have access to a number of actuariaI modeling tools which enables us to build specific financial scenarios based on proposed changes to demographics, benefits, or contribution strategies. As part of every renewal process, our team will teverage available data from the carriers to provide analysis and tools to the City to understand utilization trends, cost drivers, financial performance, and plan design options to lower cost. Atliant will assemble alI this data and in a report that is clear and concise and will make proactive recommendations to ensure comprehensive coverage at the lowest cost to the City and its employees. We witt review this materialwith the City and address any questions to assist with the decision-making process. J.lnformation, consultation, and recommendations on employee benefit issues, trends and existing, proposed, or new legislation, including, but not limited to, COBRA, HIPAA, Medicare, FMLA, CFRA, ADA, and IRS rules. Alliant has taken proactive measures to stay on the forefront of healthcare reform legislation (ACA). We are committed to staying ahead of the curve on the latest developments in legislation, regulations and practices that impact proper plan administration, plan design and cost effectiveness. We take a proactive, strategic approach in working with our clients. This allows us to identify trends, both índustry-wide and within your individual programs, and provide you with the tools to successfutly navigate through the ever changing health care environment. We ensure you we are educated and wetl equipped to anticipate change rather than react or be left with little choice. Attiant's Compliance Resource Center is avaitable to assist employers in comptying with healthcare reform, as wetl as all federaI and state laws governing employee wetfare benefits. Ongoing support and education is provided to our clients through the Alliant service team and CRC and includes: ì' Webinars and seminars . Compliancenewstetters :' Comptiance alerts Some of the topics include: Healthcare reform COBRA HIPAA EMP[l¡YET BE]IEFITS *lliant MentaI health parity Cafeteria pta ns/Section 125 Self-funded non-federa I government plans GeneraI IRS tax code guidance (e.g. Code 105, 106, 152) Federalgroup health ptan (e.g. Miche[te's Law) Please see Exhibit 2 for sampte comptiance materials including a webinar invite, comptiance alert, and Alliant lnsights update, which are att distributed to our clients. ln addition, you wilt find a Friday Fast Facts which is distributed internally, on a weekly basis, to keep our service teams updated and informed. K Assistance with meetings with the City Counci[, City staff, and bargaining units, as needed We understand the potitical nature of the co[lectively bargained benefit process. Often major program decisions cannot be made without the consensus of a committee. We will work to establish a rapport with the bargaining units so that we can have effective discussions regarding important issues to include: Weighing the need for rich benefit ptans in the midst of a state budget crisis Working co[[aborativety with union representatives to discuss plan alternatives We have over 35 years of experience working with and educating pubtic sector benefits committees to educate, inform, empower, and gain consensus with their constituents to make co[lective decisions that ensure the future success of their respective health and welfare program. We can attend, host and prepare presentations for reoccurring meetings whether they be monthly, quarterly, etc. Below outlines the services our team will provide on a reoccurring basis or as needed: Attend regular meetings and help estabtish agendas ACA Updates and legislative guidance Review reporting packages Provide benchmarking data Provide optiirns for ptan design changes along with decrements Establish short term and long term goals Provide education on market trends Field questions and suggestions ln addition, the City's Alliant team wi[[ assist throughout the year with several meetings including City Counci[, City Staff and City employees including but not limited to: planning/strategy, finance, vendor, service, training, renewa[, open enrollment meetings. L. A review of and assistance with resolving disputes regarding claims, coverage, bilting questions and service delivery. Alliant wi[[ act as a liaison between the City and all insurance carriers and third-party vendors. As part of our proposed services, your Alliant team will respond to and expedite resotution of atl issues regarding contract administration, service provisions, benefits coverage, bitling questions, and service delivery in a timely manner. Attiant is experienced in working with insurance carriers, providers, and network administrators to resolve claims disputes, etigibitity and billing errors, contract discrepancies, and quality of care. 10 EfIIPTOYEE BEIIEFIIS *lliant Alliant's team members wi[[ensure thatthe City receives the highest levelof timely and accurate probtem-solving satisfaction and wil[: Respond within 24 hours to every inquiry call Research and resolve claim and eligibility issues Monitor service of carrier and third-party administrators Track claim office and member services data to assess and make recommendations for plan changes and employee education needs 11 EXHIBIT B Schedule of Charges/Paymenls Consultant wlll lnvoice City on a monthly cycle, and lhe annual fee shall not exceed $16,500. Consultant will inform Clty regarding any out-of-scope work being perlormed by Consultant. a 15