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HomeMy WebLinkAbout10-233 Resolution No. 10-233 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH FOREST FINANCIAL GROUP, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall, City Manager, and Diane Robertson, City Clerk, be and are hereby authorized and directed to execute an Agreement with Forest Financial Group, Inc. on behalf of the City of Elgin for employee benefits insurance broker and consulting services, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: December 15, 2010 Adopted: December 15, 2010 Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk AGREEMENT THIS AGREEMENT is made and entered into this 15th day of December, 2010, by and between the CITY OF ELGIN,an Illinois municipal corporation(hereinafter referred to as"CITY") and Forest Financial Group, Inc., an Illinois corporation (hereinafter referred to as "CONSULTANT"). WHEREAS,the CITY desires to engage the CONSULTANT to furnish certain professional services in connection with employee benefits insurance broker and consulting services as outlined in the CITY'S request for proposals 10-053 (hereinafter referred to as the "PROJECT"); and WHEREAS, the CONSULTANT represents that it is in compliance with Illinois Statutes relating to professional registration of individuals providing the brokerage and other consulting services as set forth in this Agreement and has the necessary expertise and experience to furnish such services upon the terms and conditions set forth herein below. NOW,THEREFORE,it is hereby agreed by and between the CITY and the CONSULTANT that the CITY does hereby retain the CONSULTANT for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged to perform the services relating to the PROJECT as described herein,subject to the following terms and conditions and stipulations, to-wit: 1. SCOPE OF SERVICES A. All work hereunder shall be performed under the direction of the Director of Human Resources of the CITY, herein after referred to as the "DIRECTOR". B. The CONSULTANT shall provide the services for the PROJECT pursuant to this Agreement as outlined in the Scope of Services dated December 8, 2010, attached hereto and made a part hereof as Exhibit A. 2. ANNUAL SCHEDULE AND PROGRESS REPORTS A. An annual schedule outlining major components of the work to be provided by the CONSULTANT and dates for the completion thereof is attached hereto and made a part hereof as Exhibit B. B. The CONSULTANT will submit to the DIRECTOR monthly a status report keyed to the project schedule.A brief narrative will be provided identifying progress,findings and outstanding issues. 3. WORK PRODUCT All work product prepared by the CONSULTANT pursuant hereto including,but not limited to, reports, plans, designs, calculations, work drawings, studies, photographs, models and recommendations shall be the property of the CITY and shall be delivered to the CITY upon request of the DIRECTOR;provided,however,that the CONSULTANT may retain copies of such work product for its records. CONSULTANT'S execution of this Agreement shall constitute CONSULTANT'S conveyance and assignment of all right, title and interest, including but not limited to any copyright interest,by the CONSULTANT to the CITY of all such work product prepared by the CONSULTANT pursuant to this Agreement. The CITY shall have the right either on its own or through such other consultants as determined by the CITY to utilize and/or amend such work product. Any such amendment to such work product shall be at the sole risk of the CITY. Such work product is not intended or represented to be suitable for reuse by the CITY on any extension to the PROJECT or on any other project, and such reuse shall be at the sole risk of the CITY without liability or legal exposure to the CONSULTANT. 4. PAYMENTS TO THE CONSULTANT A. The CITY shall reimburse the CONSULTANT for services under this Agreement a lump sum of One Hundred Ten Thousand Dollars($110,000)per year,regardless of actual Costs incurred by the CONSULTANT unless substantial modifications to the project are authorized in writing by the DIRECTOR and approved by way of written amendment to this Agreement executed by both parties hereto. B. The CITY shall make periodic payments to the CONSULTANT based upon actual progress within thirty(30)days after receipt and approval of invoice. Said periodic payments to the CONSULTANT shall not exceed the amounts shown in the following schedule,and full payments for each task shall not be made until the task is completed and accepted by the DIRECTOR: Quarterly Payment Schedule: 1St Quarter- Invoice of$27,500 on January 15, payable on February 15 2nd Quarter- Invoice of$27,500 on April 15, payable on May 15 3rd Quarter- Invoice of$27,500 on July 15, payable on August 15 4th Quarter- Invoice of$27,500 on October 15, payable on November 15 5. INVOICES A. The CONSULTANT shall submit invoices in a format approved by the CITY. Progress reports (2B above) will be included with all payment requests. B. The CONSULTANT shall maintain records showing actual time devoted and cost incurred. The CONSULTANT shall permit the authorized representative of the - 2 - CITY to inspect and audit all data and records of the CONSULTANT for work done under this Agreement. The CONSULTANT shall make these records available at reasonable times during the Agreement period and for one(1)year after termination of this Agreement. 6. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof,the CITY may terminate this Agreement at any time upon fifteen(15)days prior written notice to the CONSULTANT. In the event that this Agreement is so terminated, the CONSULTANT shall be paid for services actually performed and reimbursable expenses actually incurred prior to termination, except that reimbursement shall not exceed the task amounts set forth under Paragraph 4 above. 7. TERM The term of this Agreement shall be from January 1,2011 through December 31,2011. This Agreement shall automatically renew for the years 2012 and 2013 unless not less than sixty (60)days prior to the end of any such calendar year the CITY shall provide written notice to the CONSULTANT of its intention not to renew this Agreement. In the event of such a non- renewal, this Agreement shall be deemed terminated at the end of the applicable calendar year. The CITY shall also have the right, at its sole option,to renew this Agreement for the years 2014 and 2015 under the same terms and conditions as set forth in this Agreement by providing written notice to the CONSULTANT of the CITY'S exercise of such option not less than sixty (60) days prior to the end of the applicable calendar year of 2014 or 2015. This Agreement shall become effective as of the date the CONSULTANT is given a notice to proceed by the CITY and,unless terminated for cause pursuant to Section 6 hereof, shall be deemed concluded on the date the CITY determines that all of the CONSULTANT'S work under this Agreement is completed. A determination of completion shall not constitute a waiver of any rights or claims which the CITY may have or thereafter acquire with respect to any term or provision of the Agreement. 8. NOTICE OF CLAIM If the CONSULTANT wishes to make a claim for additional compensation as a result of action taken by the CITY,the CONSULTANT shall give written notice of his claim within fifteen(15)days after occurrence of such action. No claim for additional compensation shall be valid unless so made. Any changes in the CONSULTANT'S fee shall be valid only to the extent that such changes are included in writing signed by the CITY and the CONSULTANT. Regardless of the decision of the DIRECTOR relative to a claim submitted by the CONSULTANT, all work required under this Agreement as determined by the DIRECTOR shall proceed without interruption. - 3 - 9. BREACH OF CONTRACT, If either party violates or breaches any term of this Agreement,such violation or breach shall be deemed to constitute a default, and the other party has the right to seek such administrative, contractual or legal remedies as may be suitable to the violation or breach; and, in addition, if either party, by reason of any default, fails within fifteen(15) days after notice thereof by the other party to comply with the conditions of the Agreement,the other party may terminate this Agreement. Notwithstanding the foregoing,or anything else to the contrary in this Agreement, with the sole exception of an action to recover the monies the CITY has agreed to pay to the CONSULTANT pursuant to Paragraph 4 hereof, no action shall be commenced by the CONSULTANT and/or any other related entity or person against the CITY for monetary damages. 10. INDEMNIFICATION To the fullest extent permitted by law,CONSULTANT agrees to and shall indemnify,defend and hold harmless the CITY, its officers,employees, agents,boards and commissions from and against any and all claims, suits, judgments, costs, attorneys fees, damages or other relief,including,but not limited to,workers compensation claims,in any way resulting from or arising out of negligent actions or omissions of the CONSULTANT in connection herewith,including negligence or omissions of employees or agents of the CONSULTANT arising out of the performance of this Agreement. In the event of any action against the CITY,its officers,employees,agents,boards or commissions,covered by the foregoing duty to indemnify,defend and hold harmless such action shall be defended by legal counsel of the CITY'S choosing. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. 11. NO PERSONAL LIABILITY No official, director, officer, agent or employee of the CITY shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 12. INSURANCE A. Comprehensive Liability. The CONSULTANT shall provide,pay for and maintain in effect, during the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least$1,000,000 aggregate for bodily injury and $1,000,000 aggregate for property damage. The CONSULTANT shall deliver to the DIRECTOR a Certification of Insurance naming the CITY as additional insured. The policy shall not be modified or terminated without thirty(30) days prior written notice to the DIRECTOR. - 4 - The Certificate of Insurance which shall include Contractual obligation assumed by the CONSULTANT under Paragraph 10 entitled"Indemnification"shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance, alternatively, if the insurance states that it is excess or prorated, it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. Comprehensive Automobile Liability Insurance covering all owned,non-owned and hired motor vehicles with limits of not less than $500,000 per occurrence for damage to property. C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of $1,000,000 per occurrence subject to a $1,000,000 aggregate. D. Professional Liability. The CONSULTANT shall carry CONSULTANT'S Professional Liability Insurance Covering claims resulting from error, omissions or negligent acts with a combined single limit of not less than $1,000,000 per occurrence. A Certificate of Insurance shall be submitted to the DIRECTOR as evidence of insurance protection. The policy shall not be modified or terminated without thirty(30) days prior written notice to the DIRECTOR. 13. INTENTIONALLY OMITTED 14. NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement,there shall be no discrimination against any employee or applicant for employment because of sex,age,race, color,creed,national origin,marital status,of the presence of any sensory,mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination,rates of pay or other forms of compensation and selection for training,including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed,national origin, age except minimum age and retirement provisions, marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the CITY. - 5 - 15. ASSIGNMENT AND SUCCESSORS This Agreement and each and every portion thereof shall be binding upon the successors and the assigns of the parties hereto; provided, however, that no assignment shall be made without the prior written consent of the CITY. 16. DELEGATIONS AND SUBCONTRACTORS Any assignment,delegation or subcontracting shall be subject to all the terms,conditions and other provisions of this Agreement and the CONSULTANT shall remain liable to the CITY with respect to each and every item,condition and other provision hereof to the same extent that the CONSULTANT would have been obligated if it had done the work itself and no assignment, delegation or subcontract had been made. Any proposed subcontractor shall require the CITY'S advanced written approval. 17. NO CO-PARTNERSHIP OR AGENCY This Agreement shall not be construed so as to create a partnership, joint venture, employment or other agency relationship between the parties hereto. 18. SEVERABILITY The parties intend and agreed that, if any paragraph, sub-paragraph,phrase, clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 19. HEADINGS The headings of the several paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way are they intended to define,limit or describe the scope of intent of any provision of this Agreement, nor shall they be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof 20. MODIFICATION OR AMENDMENT This Agreement and its attachments constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed, modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof, or change order as herein provided. 21. APPLICABLE LAW This Agreement shall be deemed to have been made in,and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the - 6 - enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. 22. NEWS RELEASES The CONSULTANT may not issue any news releases without prior approval from the DIRECTOR, nor will the CONSULTANT make public proposals developed under this Agreement without prior written approval from the DIRECTOR prior to said documentation becoming matters of public record. 23. COOPERATION WITH OTHER CONSULTANTS The CONSULTANT shall cooperate with any other consultants in the CITY'S employ or any work associated with the PROJECT. 24. INTERFERENCE WITH PUBLIC CONTRACTING The CONSULTANT certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 25. SEXUAL HARASSMENT As a condition of this contract, the CONSULTANT shall have written sexual harassment policies that include, at a minimum, the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment, utilizing examples; D. the vendor's internal complaint process including penalties; E. the legal recourse,investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. directions on how to contact the department and commission; G. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by CONSULTANT to the Department of Human Rights upon request 775 ILCS 5/2-105. - 7 - 26. SUBSTANCE ABUSE PROGRAM. As a condition of this agreement, CONSULTANT shall have in place a written substance abuse prevention program which meets or exceeds the program requirements in the Substance Abuse Prevention Public Works Project Act at 820 ILCS 265/1 et seq. A copy of such policy shall be provided to the City's Assistant City Manager prior to the entry into and execution of this agreement. 27. WRITTEN COMMUNICATIONS All recommendations and other communications by the CONSULTANT to the DIRECTOR and to other participants which may affect cost or time of completion, shall be made or confirmed in writing. The DIRECTOR may also require other recommendations and communications by the CONSULTANT be made or confirmed in writing. 28. NOTICES All notices, reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows: A. As to the CITY: Gail Cohen Human Resources Director City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 With a copy to: William A. Cogley Corporation Counsel City of Elgin 150 Dexter Court Elgin, Illinois 60120-5555 B. As to the CONSULTANT: Forest Financial Group, Inc. Nicholas T. Gialamas, President and CEO 1044 N. Western Avenue Suite G Lake Forest, Illinois 60045 - 8 - 29. COMPLIANCE WITH LAWS Notwithstanding any other provision of this AGREEMENT it is expressly agreed and understood that in connection with the performance of this AGREEMENT that the CONSULTANT shall comply with all applicable Federal,State,City and other requirements of law,including,but not limited to,any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, CONSULTANT hereby certifies, represents and warrants to the CITY that all CONSULTANT'S employees and/or agents who will be providing products and/or services with respect to this AGREEMENT shall be legal residents of the United States. CONSULTANT shall also at its expense secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this AGREEMENT. The CITY shall have the right to audit any records in the possession or control of the CONSULTANT to determine CONSULTANT'S compliance with the provisions of this paragraph. In the event the CITY proceeds with such an audit the CONSULTANT shall make available to the CITY the CONSULTANT'S relevant records at no cost to the CITY. CONSULTANT shall pay any and all costs associated with any such audit. IN WITNESS WHEREOF,the parties hereto have entered into and executed this agreement effective as of the date and year first written above. CITY OF ELGIN: / / By: ./,A4 1. / , . ..�. Sea'Stegall, City Manage Attest: City Clerk Clerk CONS TA • 0,11/0T 'i ANCIAL GROUP, INC. By: Nicholas T. Gialamas, President and CEO F:\Legal Dept\Agreement\Consultant Agreement-Forest Financial.doc - 9 - EXHIBIT "A" 12/8/2010 Forest Financial share provide the following services to the city of Elgin: a. Serve as designated insurance broker of record for Benefit Programs. b. Negotiate and place employee benefit plans, including but not limited to health, dental, vision, and life insurance. c. Analyze insurance proposals and present the results of such analysis to the appropriate parties. d. Negotiate all insurance renewals, including meeting directly with insurance company underwriters and place insurance as directed. e. Analyze claim experience/financial development for all insurance coverages. f. Prepare annual reports, in any reasonable annual format requested in advance by the City, for each line of coverage, analyzing financial developments, network utilization, insurer cost structures, etc., and make recommendations regarding changes, modifications and/or benefit enhancements. g. Collect agenda items for City, prepare and distribute meeting agendas, attend all quarterly meetings, take and distribute meeting notes, prepare financial reports, interpret and distribute carrier reports, coordinate presenters and attendees, follow-up with carriers, attendees and action items, and serve as the City's benefit resource. h. In accordance with parameters and criteria established by the City, make recommendations regarding various Benefit and insurance plans, insurance carriers, health maintenance organizations, administrators and Benefit service providers. Review all insurance, Benefit and administrative service documents for accuracy and adherence to prior agreements (but not perform a legal review). j. Provide open enrollment support, including, but not limited to, developing timeline, assisting with the development of open enrollment materials and the determination of health fair attendees, and coordinating and participating in open enrollment meetings as reasonably requested. k. Assist with budget projections on future costs of Benefit programs. Review contracts with providers for accuracy in rates, Benefits, eligibility, and coverage definitions. m. Review evidences of coverage (EOC) for accuracy, make recommendations regarding changes, modifications and/or benefit enhancements, and negotiate changes with carriers. n. Assist employees with eligibility, claims and billing issues as requested. o. Assist with the transition process associated with changing of carriers/administrators. p. Alert the City of legislative mandates and assist with compliance. q. Attend meetings of the Elgin City Council and other administrative meetings as requested. r. Provide concise, timely and effective special executive summary reports, as needed. s. Electronic transfer of reports to City staff. t. Perform detailed analytical review of third party administration, prescription drug and utilization review firms providing health care services to the City's existing or future health care plan. u. Inform City staff of major national or regional health care trends. v. Provide seminars and educational sessions to employees and retirees, no more frequently than every two months, on topics such as health care reform, Medicare, health and disease management issues, etc. w. Knowledge of Governmental Accounting Standards Board (GASB) regulations as they relate to the City's health insurance plan. x. Monthly review of health insurance invoices and assistance in resolution of city billing problems. y. Creation and implementation of a disease management program in the City. z. Creation and implementation of other cost containment projects. aa. Access to and use of Forest Financial HR Advantage Program. bb. RFP preparation as requested for benefit programs including but not limited to Employee Assistance Programs and Flexible Spending Plan Administration. cc. Assistance with total compensation statements, Human Resource policy development and employee communications. dd. Wellness and legislative update newsletters. ee. Access to and use of Forest Financial Compliance Dashboard. ff. Benefit Information Booklet— new hires. gg. Benefit Highlight Booklet— all employees. hh. Access to and use of MyWave Portal. ii. Access to and use of Broker Suite on line open enrollment and benefit administration module, at the City's cost and option. jj. Any and all additional services or products referenced in Forest Financial's Employee Benefit Services proposal dated October 29, 2010 and Employee Benefit Services Overview dated November 29, 2010. City of Elgin Benefit Program Activity Timeline 2010 2011 2012 Activity Dec ! Feb ! Apr 11 Jun II Aug Sep Oct Nov Dec! Feb IN Apr El Jun 111 Aug Sep Oct Nov Dec Benefits Audit ■■■■■-.■■■■■■■.■■-.■■■■■ Information Gathering - .--_1.- --._-M Goal Setting ----_ -_-- Examine Existing Programs _1111-- -_ ----_-----_------ Analysis of Plans --�-_ --_-- Utilization Reporting -�--_ -- --�--_--- - Analyze Market Alternatives _�-- —_�- --------_------ Market Evaluation/RFP Process -- _-_.-_- ......._----- Negotiate Aggressively -- .---_ - _- --- Underwriting Analysis --� -- -�--_-E- - Establish Cost Controls ---_�---- ---_----- Proposa Presentation ----____ -----_----- Carrier and Contribution Decisions ---------- ----_----- Implement Programs _111-11.--_ -_-_-----__--- -- Implementation Strategy ---_.---- ----_---.1- Prepare Communication Materials ---_.----- ---_------ Determine Enrollment Process IIIUIIIMII_.-M -----_ -- Facilitate Enrollment �--_. ---- ---__----- Implementation Follow-up _ . -_._----- -------- Renewal Effective Date(March 1) _IM M__.------- --_------ Provide Proactive Ongoing Service _111.11011--_.----------_------ Monthly Plan Reporting Service Assistance Claims Resolution Eligibility Issue Resolution Access to Care Resolution Employee Questions re: Plan HR Support for Projects MyWave Portal Maintenance Quarterly Review/Committee Mtgs. IMI- -- -- -- -- -- -- -- Monitor Industry&Legis ation Promote We ness(Ongoing) Renewal Preparation _1.1111---_.----------_------ Pre-renewal Meeting _-----_.-- -------_MN= -- Exhibit B FOREST FINANCIAL GROUP,INC. Emlrloytt I3ru fits Consulting • 6 ELG1N THE CITY IN THE SUBURBS- DATE: February 22, 2011 TO: Gail Cohen, Human Resources Director FROM: Jennifer Quinton, Deputy City Clerk SUBJECT: Resolution No. 10-233, Adopted at the December 15, 2010, Council Meeting Enclosed you will find the agreement listed below. Please distribute this agreement to the other party and keep a copy for your records if you wish. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you. • Agreement with Forest Financial Group, Inc.