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16-124 Resolution No. 16-124 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH THE HORTON GROUP, INC. FOR INSURANCE BROKERAGE AND CONSULTING SERVICES REGARDING THE CITY OF ELGIN'S HEALTH AND ASSOCIATED BENEFIT PROGRAMS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with The Horton Group, Inc. for insurance brokerage and consulting services regarding the City of Elgin's health and associated benefit programs, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: September 28, 2016 Adopted: September 28, 2016 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk AGREEMENT THIS AGREEMENT is made and entered into this 28 day ofSeptember , 2016, by and between the CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as "CITY") and THE HORTON 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 providing insurance brokerage and consulting services to the City of Elgin in support of the City's health and associated benefit programs (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 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 Human Resources Director of the CITY, herein after referred to as the "DIRECTOR". B. CONSULTANT shall provide the services to the CITY for the PROJECT as outlined herein and as detailed in Attachment A hereto. • Reviewing and advising on appropriate insurance coverage; • Marketing and placement of insurance, including issuance of requests for proposals, as required; • Coordinating with other City benefits service providers; • Participating in joint labor management health insurance committee meetings; • Acting as a liaison and an advocate for the City with insurance companies; • Developing and producing communications materials; and • Working with Human Resources personnel in effectively delivering insurance products to City of Elgin employees and retirees. C. A detailed Scope of Services is attached hereto as Attachment A. 2. 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. 3. PAYMENTS TO THE CONSULTANT A. The CITY shall reimburse the CONSULTANT for services under this Agreement for the first year a lump sum of Eighty-Four Thousand Dollars ($84,000.00) and for the second year a lump sum of Eighty-Four Thousand Dollars ($84,000.00), regardless of actual Costs incurred by the CONSULTANT unless substantial modifications to the PROJECT are authorized in writing by the DIRECTOR and approved pursuant to a written amendment to this Agreement executed by the parties hereto. In the event the CITY exercises its right and option to renew this contract on an annual basis for up to three (3) additional years as provided in Section 6 hereof, the CITY shall reimburse the CONSULTANT for services in those additional years not to exceed a lump sum of Eighty-Six Thousand Five Hundred Twenty Dollars ($86,520.00) for the third year, not to exceed a lump sum of Eighty-Nine Thousand One Hundred Fifteen Dollars ($89,115.00) for the fourth year and not to exceed a lump sum of Ninety-One Thousand Seven Hundred Eighty-Nine Dollars ($91, 789.00) for the fifth year, regardless of the actual costs incurred by the CONSULTANT unless substantial modifications to the PROJECT are authorized in writing by the DIRECTOR and approved pursuant to a written amendment to this Agreement executed by the parties hereto. B. The CITY shall make monthly payments to the CONSULTANT in the amount of $7,000 for the first and second years of the agreement. C. CITY payments to the CONSULTANT are in lieu of standard agent commissions. CITY payments are in addition to any bonus earned by the CONSULTANT which are not the responsibility of or paid by the CITY directly or indirectly through premiums. 4. INVOICES - 2 - A. The CONSULTANT shall submit invoices in a format approved by the CITY. B. The CONSULTANT shall maintain records showing actual time devoted and cost incurred. The CONSULTANT shall permit the authorized representative of the 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. 5. TERMINATION OF AGREEMENT Notwithstanding any other provision hereof, the CITY may terminate this Agreement at any time upon thirty (30) 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 amounts set forth under Paragraph 3 above. 6. TERM This Agreement shall become effective upon full execution of this Agreement for an initial term commencing upon execution by both parties and ending July 31, 2018, unless terminated earlier for a cause pursuant to Section 5 hereof. Thereafter, the CITY reserves the right and has the option, at its sole option, to renew this Agreement on an annual basis for up to three (3) additional one-year terms. 7. 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. 8. 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 - 3 - the CITY has agreed to pay to the CONSULTANT pursuant to Paragraph 3 hereof, no action shall be commenced by the CONSULTANT against the CITY for monetary damages. CONSULTANT hereby further waives any and all claims or rights to interest on money claimed to be due pursuant to this Agreement, and waives any and all such rights to interest which it claims it may otherwise be entitled pursuant to law, including, but not limited to, the Local Government Prompt Payment Act (50 ILCS 501/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The parties hereto further agree that any action by the CONSULTANT arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. The provisions of this paragraph shall survive any expiration, completion and/or termination of this Agreement. 9. 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. 10. 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. 11. 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 Certificate 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 - This insurance shall be primary and non-contributory 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. 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 bodily injury and/or property damage. 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 claim. 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. 12. CONSTRUCTION MEANS, METHODS, TECHNIQUES, SEQUENCES, PROCEDURES AND SAFETY The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the construction, unless specifically identified in the Scope of Services. 13. 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. 14. ASSIGNMENT AND SUCCESSORS - 5 - 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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 enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. - 6 - 21. 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. 22. COOPERATION WITH OTHER CONSULTANTS The CONSULTANT shall cooperate with any other consultants in the CITY's employ or any work associated with the PROJECT. 23. 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. 24. 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 - 25. 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. 26. 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 B. As to the CONSULTANT: 7-71-e /4©} 2,A) 61-`04 k /L 441 0 )'� ) OrlA.,ud -P4,pk 7 27. 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. - 8 - 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 IN: By: � G tie •497 Richard G. Kozal, City Manager Atte t: City Clerk CON - TA■• : ' - / A ly: e-l-k 62 ,0� Name/Print: ■ Title: J TA FOM0A Witr∎ F:\Legal Dept\Agreement\Horton Group-RFP 16-035-8-29-16.docx - 9 - ATTACHMENT A The Horton Group shall provide and/or perform the following products and services in compliance with RFP 16-035 and its business and cost proposal responses thereto, dated 6/23/2016: a. Serve as designated insurance broker of record for Benefit Programs. b. Negotiate and place employee benefit plans as directed by the Elgin City Council. 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 of Elgin,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. In accordance with parameters and criteria established by the City of Elgin, make recommendations regarding various Benefit and insurance plans, insurance carriers, health maintenance organizations, administrators and Benefit service providers. h. Review all insurance, benefit and administrative service documents for accuracy and adherence to prior agreements (but not perform a legal review). i. 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. j. Assist with budget projections on future costs of benefit programs. Provide assistance and alternatives to address the Cadillac tax and other financial impositions of the Affordable Care Act. k. Review contracts with providers for accuracy in rates, Benefits, eligibility, and coverage definitions. I. Review evidences of coverage(EOC)for accuracy,make recommendations regarding changes, modifications and/or benefit enhancements, and negotiate changes with carriers. m. Assist with claims and billing issues as requested by Human Resources staff, employees and retirees. - 10 - n. Assist with the transition process associated with changing of carriers/administrators. o. Alert the City of legislative mandates and assist with compliance. p. Attend meetings of the Elgin City Council meeting(s) at which benefit recommendations are considered. q. Attend other administrative meetings as requested. r. Provide concise,timely and effective special executive summary reports, as needed. s. Attend the city's annual benefits fair, generally held in August each year. t. Inform City staff of major national or regional health care trends. u. 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. v. Knowledge of Governmental Accounting Standards Board (GASB) regulations as they relate to the City's health insurance plan. w. Joint Labor/Management Meetings. Representatives from four bargaining units IAFF (Fire), PBPA (Police), SEIU Public Works and SEIU Clerical Technical and management staff from the Human Resources, Fiscal Services and Legal departments meet as a labor/management committee and review of health insurance proposals and plan design recommendations. The selected vendor will run the joint labor/management health insurance committee meetings, which meets quarterly and more frequently/as needed at renewal time. x. Continuation and enhancement of the city's wellness program. The city currently provides free of charge blood draws to PPO participants and free flu shots to all employees. - 11 -