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12-0801_ALLIANT INSURANCE SERVICES, INC_Personal Services Agreement PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 1St day of August 2012, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Alliant Insurance Services, Inc. (hereinafter referred to as the"Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to perform health and welfare benefit consulting and brokers services; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit 'A," attached and incorporated herein by reference. To the extent that there are any conflicts L 3tween the provisions described in Exhibit"A"and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term, This Agreement shall commence on the effective date and shall continue through July 31, 2013. At its sole discretion, the City may extend this Agreement up to three (3) additional (1) year terms. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $18,500 annually as set forth in Exhibit "B," attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 1 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City,the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 2 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive 3 including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and ;)rovide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non- owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 Workers' Compensation and Employers Liability Workers' Compensation Insurance in an amount required by the laws of the State of California and Employers' Liability insurance in the amount of one million dollars per occurrence ($1,000,000). 4 volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Professional Liability/Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000) per claim made. Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty(30)days'written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed"verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or 5 to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn.: Tom Bokosky, Human Resources Manager To Consultant: Alliant Insurance Services 1301 Dove Street Suite 200 Newport Beach, CA 92660-2436 Attn: Michael Morales Section 17, Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19, Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF S JUAN CAPISTRANO By: Larry Kramer, ayor CONSULTANT By: ,&& ATT Ma or s, ity Clerk APPROVED AS TO FORM: Omar San v;l, City Attorney 7 Exhibit "A." City of San Juan Capistrano Scope of Services 1. General Consulting Services: • Manage all employee benefit offerings, including all voluntary benefits • Participate in insurance committee meetings as requested • Provide assistance with any claims, billing, or eligibility issues • Consult with insurance carriers regarding any carrier specific issues • Assist the City in effectively communicating all benefit offerings to employees and retirees • Establish goals, timelines, and milestones • Review all contracts and Summary Plan Documents 2. Renewal Process: • Establish renewal and marketing timeline Request, obtain, and negotiate benefit plan renewals • Prepare and distribute detailed bid specifications to obtain viable, competitive carrier proposals for all applicable coverage. • Provide a detailed analysis comparing current offerings with market proposals (including plan comparisons, rate exhibits, network comparisons, etc.) Negotiate the most cost-effective program while maintaining benefits • Educate the insurance committee on available benefit plans options • Provide recommendations during provider selection process • Assist in all transitional issues: ID cards, access of care issues, elevated service issues, etc. I Open Enrollment Health Fair: • Enrollment Packets (including announcements, instructions, brochure, current elections, etc.) • Create customized open enrollment communications for active employees and retirees • Coordinate and attend the annual health fair (Open Enrollment kickoff) • Create a Universal Enrollment Form for non-website based enrollments • Assist with the enrollment packets provided at the health fair and thereafter 8 4. Education: • Attend periodic briefings to provide benefit updates to employees • Plan and conduct educational meetings as needed (i.e. Medicare Part D, Pharmacy, etc.) • Provide email updates, seminars, and meetings addressing current legislative and compliance issues (i.e. COBRA, HIPAA, Medicare Part D, etc.) • Present utilization and experience results to the insurance committee as directed 9 Exhibit "B." Compensation Consultant will charge an $18,500 annual consulting fee for the agreed upon Scope of Services. The rates with the Insurance Carriers will not be immediately reduced. The carriers will pay Consultant commission from August 1, 2012— December 31, 2012 not to exceed the consulting fee of $7,708.33. On January 1, 2013, Consultant will request that all premium rates be net of commissions going forward. Consul_ant will then be paid directly from the City the consulting fee of $1,541.67 per month. Service Guarantee Consultant is confident that it will be able to exceed the City's service expectations and provide the best in class consulting. To illustrate its commitment, Consultant is willing to place 20% of its consulting fee at risk. At any time, the City can invoke the terms of the guarantee, based solely on the City's satisfaction. 10