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HomeMy WebLinkAbout2013/07/16 Item 07TY COUNCIL STATEMENT ~`~~~ CITY OF CHUTA VISTA JULY 16, 2013, Item ,~ ITEM TITLE: RESOLUTION OF THE CITY OF CHULA VISTA (1) WAIVING THE FORMAL CONSULTANT SELECTION PROCESS; (2) APPROVING AN AGREEMENT BETWEEN THE CITY AND BARNEY AND BARNEY LLC FOR BENEFIT BROKER AND CONSULTING SERVICES; AND (3) AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT SUBMITTED BY: DEPUTY CITY MA ER REVIEWED BY: CITY MANAGER ASSISTANT CITY ANAGER 4/STHS VOTE: YES ~ NO ~X SUMMARY On June 1, 2007, the City of Chula Vista signed an agreement with Bamey & Barney LLC for benefit broker and for consulting services of the City's employee benefits programs. This agreement will expire on May 31, 2013. Based on outstanding performance, the Human Resources Department recommends entering into an agreement to retain Barney & Bamey LLC as the City's broker of record/consultant. ENVIRONMENTAL REVIEW Staff has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that this proposed activity is not a "Project" as defined under section 15378 of the State CEQA Guidelines because if will not result in a physical change to the environment; therefore, pursuant to Section 15060(c) (3) of the State CEQA Guidelines the action proposed is not subject to CEQA. RECOMMENDATION That Council adopt the agreement by resolution. BOARDS/COMMISSION RECOMMENDATION Not applicable. 7-1 JULY 16, 2013, Item 7 Page.2 of 3 DISCUSSION On June 1, 2007, the City of Chula Vista entered into an agreement with Bamey & Bamey LLC for benefit broker and for consulting services for the City's employee benefits programs. This agreement will expire on May 31, 2013. Based on outstanding performance, the Human Resources Department recommends renewal of the agreement to retain Barney & Bamey LLC as the City's broker ofrecord/consultant. Human Resources Department has evaluated Barney & Bazney's performance based on the following criteria: (1) quality of work results; (2) expertise and accessibility of key personnel; and (3) ability to present options at collective bargaining negotiations and level of expertise to recommend appropriate actions in compliance with legislation. Barney & Barney LLC has negotiated the best rates and conditions in accordance with City's specifications. Since 2008, the average City health insurance rate increases have been maintained below 10%, in line with the City's projected budget cost. Bazney & Barney LLC has continually assisted the City and the Employee Benefits Insurance Committee, comprised of representatives from each labor group, in developing benefit goals and strategies to manage insurance cost increases. They have provided vazious reports including benefit benchmazking reports, claim utilization review and alternative funding arrangements. They have kept the City informed with enacted legislation along with recommendations for compliance, thus avoiding exposure to penalties. Barney & Barney LLC is readily available and responsive to Human Resources. They review all City insurance contracts and plan documents for accuracy and consistency. Every year, Barney & Barney LLC sponsors the City's Employee Benefits Fair, giving employees an opportunity to meet their insurance representatives and other wellness vendors, and sample free and healthy food at the fair. The scope of work to be performed by Bamey & Barney is outlined in the attached agreement. Based on their extensive experience dealing with public agencies and governmental entities and their ability to deliver beyond the City's expectations, it is recommended that the City enter into athree-year agreement with three additional one yeaz extensions by mutual consent between the parties. DECISION MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently, the 500-foot rule found in California Code of Regulations section 18704.2(a)(1) is not applicable to this decision. Staff is not independently aware, nor has staff been informed by any City Councilmember, of any other fact that may constitute a basis for a decision maker conflict of interest in this matter. 7-2 -, NLY 16, 2013, Item_~ Page 3 of 3 CURRENT YEAR FISCAL IMPACT Barney & Bamey LLC receives its compensation for all brokering and consulting services provided through commission arrangements with the insurance providers. Brokerage commissions are currently factored into all benefit premiums. The commission basis gives us unlimited access to the expert knowledge base and support needed to keep up with the rapidly changing federal and state regulations, including compliance with the Patient Protection and Affordable Act (also known as healthcare reform). Since insurance providers pay the broker/consultant commissions, acommission-based compensation is more cost-effective to the City. The commission structure has been established and agreed upon by the City and Barney & Barney LLC. Barney & Barney LLC will submit to the City a quarterly statement outlining commissions received and services performed during the reporting period. At the start of each plan year, the City will designate areas of importance that Barney & Bamey's performance will be judged on. If they do not meet the City's expectations, they will refund a portion of their compensation up to a maximum of 20% of compensation for that year. ONGOING FISCAL IMPACT Barney & Barney's commission structure will not impact the City's current and future budgets. ATTACHMENTS Agreement between the City of Chula Vista and Barney & Barney LLC Prepared by.' Edith Quicho, Benefits Manager, Human Resources 7-3 RESOLUTION NO.2013- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA (1) WAIVING THE FORMAL CONSULTANT SELECTION PROCESS; (2) APPROVING AN AGREEMENT BETWEEN THE CITY AND BARNEY AND BARNEY LLC FOR BENEFIT BROKER AND CONSULTING SERVICES; AND (3) AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, the City of Chula has been contracting with Barney & Barney LLC since June 1, 2007 to provide benefits brokering and consulting services; and WHEREAS, Barney and Barney LLC has consistently negotiated the best insurance rates and conditions in accordance with the City's specifications; and WHEREAS, Barney & Barney LLC has continually assisted the City and the Employee Benefits Insurance Committee in developing benefit goals and strategies to manage insurance cost increases; and WHEREAS, Barney & Barney LLC has provided various reports including benefit benchmarking reports, claim utilization review and alternative funding arrangements; and WHEREAS, Barney & Barney LLC has extensive experience dealing with public agencies and governmental entities and delivers services beyond the City's expectations; and WHEREAS, the City of Chula Vista finds the formal consultant selection process of Municipal Code Section 2.56.110 is impractical due to the expertise and experience of the incumbent. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby: 1. Waive the formal consultant selection process. 2. Approve the Agreement between the City of Chula Vista and Barney & Bamey LLC for benefit broker and consulting services, in substantially the form presented, copies of which shall be kept on file in the office of the City Clerk. The City Manager is further authorized to make such minor modifications to said Agreement as may be approved or required by the City Attorney. J:\Attomey\FINAL RESOS AND ORDINANCES\2013\07 16 13\RESO-HR-Approval of Barney & Bamey Agreement for Benefit Broker and Consulting Services.doc 6/28/2013 2:2] PM 7-4 Resolution No. 2013- Page 2 3. Authorize the Mayor of the City of Chula Vista to execute the Agreement on behalf of the City. Presented by Kelley Bacon Deputy City Manager Approved as to form by Gen R. Googins City Attorney J: Wttorney\FINAL RESOS AND ORDINANCES\2013\07 16 13U2ES0-HR-Approval of Bazney & Barney Agreement for Benefit Broker and Consulting Services.doc 6/28/2013 2:21 PM 7-5 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL ~t~~J~~ Glen R. Googins City Attorney Dated: 7 3 ~ 3 AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND BARNEY & BARNEY, LLC FOR EMPLOYEE BENEFITS BROKERAGE AND CONSULTING SERVICES 7-6 Agreement between City of Chula Vista and Barney & Barney LLC. for Employee Benefits Brokerage and Consulting Services This agreement (Agreement), effective June 1, 2013, is between the City-related entity whose name and business form is indicated on Exhibit A, Paragraph 2, (City), and the entity whose name, business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4 through 6, (Consultant), and is made with reference to the following facts: RECITALS WHEREAS, the City of Chula Vista executed an Agreement with Barney & Barney, LLC on June 1, 2007 from June 1, 2007 through May 31, 2010. - - WHEREAS, the Agreement was extended for three additional periods of one year with mutual consent by Barney & Barney, LLC and the City of Chula Vista. WHEREAS, the City of Chula Vista evaluated the performance of Bazney &Bamey, LLC based on 1) specialized experience and technical competence; 2) method to accomplish the work; 3) expertise and strength of key personnel and 4) compensation. WHEREAS, the City is recommending to extend our Agreement with Barney & Barney, LLC and the broker of record/consultant for the City's various employee benefit programs. WHEREAS, Bamey & Barney, LLC warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Broker and Consultant to City in accordance with the time frames and the terms and conditions of this Agreement. OBLIGATORY PROVISIONS PAGES NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually agree as follows: All of the Recitals above are incorporated into this Agreement by this reference. ARTICLE I. CONSULTANT'S OBLIGATIONS A. General General Duties. Consultant shall perform all of the services described on Exhibit A, Paragraph 7 (General Duties). 2. Scope of Work and Schedule. In performing and delivering the General Duties, Consultant shall also perform the services, and deliver to City the "Deliverables" described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according Page 1 Two Party Agreement Between the City ¢f Chula Vista and Barney & Bamey, LLC for Employee Benefits Broker¢ge ¢nd C¢rtsulting Services to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the essence of this agreement. The General Duties and the work and Deliverables required in the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to complete the Defined Services by the times indicated does not, except at the option of the City, terminate this Agreement. a. Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. b. Additional Services. In addition to performing the Defined Services, City may require Consultant to perform additional consulting services related to the Defined Services (Additional Services), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. 3. Standazd of Caze. The Consultant expressly warrants that the work to be performed pursuant to this Agreement, whether Defined Services or Additional Services, shall be performed in accordance with the standard of caze ordinarily exercised by members of the profession currently practicing under similar conditions and in similaz locations. a. No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors as is more fully described in Article V, Section A. 1. B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the Consultant must comply with the federal or state law and implementing regulations. No provision of this Agreement requires the Consultant to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of federal, state, temtorial, or local law, regulation, or ordinance. If compliance with any provision of this Agreement violates or would require the Consultant to violate any law, the Consultant agrees to notify City immediately in writing. Should this occur, the City and the Consultant agree that they will make appropriate arrangements to amend the Agreement so that Consultant does not act in contravention of any laws or terminate the Agreement, if necessary, expeditiously. 1. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that all participants utilized by the Consultant to complete its obligations under this Agreement, such as subcontractors, comply with all applicable laws, regulations, Page 2 Two Party Agreement Between the Ciry of Chula Visia and Barney &~8eg LLC for Employee Benefitr Brokerage and Consa[tuu:g Services ordinances, and policies, whether federal, state, or local, affecting Project implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, the Consultant shall ensure that the subcontractor carries out the Consultant's responsibilities as set forth in this Agreement. C. Insurance 1. General. Consultant must procure and maintain, during the period of performance of this Agreement, policies of insurance from insurance companies to protect against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under this Agreement and the results of that work by the Consultant, his agents, representatives, employees or subcontractors, and provide documentation of same prior to commencement of work. 2. Minimum Scope of Insurance. Coverage must be at least as broad as: a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001). b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). a WC. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. 3. Minimum Limits of Insurance. Consultant must maintain limits no less than those included in the table below: i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, (Including (including death), and property damage. If Commercial General operations, Liability insurance with a general aggregate limit is used, either products and the general aggregate limit must apply separately to this completed Projectllocation or the general aggregate limit must be twice the operations, as required occurrence limit. a licable) ii. Automobile $1,000,000 per accident for bodily injury, including death, and Liability: property damage. iii. Workers' Statutory Compensation $1,000,000 each accident Employer's $1,000,000 disease-policy limit Liability: $1.000,000 disease-each em to ee Qq Page 3 Two Party Agreement Between the City of Chula Vist¢ ¢nd Barney ~BaPhey, LLC for Employee Benefits Brokerage and Consulting Services iv. Professional $1,000,000 each occurrence Liability or Errors & Omissions Liabilit 4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 5. Other Insurance Provisions. The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: - _ a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to all policies of insurance, including those with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. b. Primary Insurance. The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials; employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the .insurance of the Consultant and in no way relieves the Consultant from its responsibility to provide insurance. c. Cancellation. The insurance policies required by this Agreement shall not be canceled by either party, except after thirty days' prior written notice to the City by certified mail, return receipt requested. The words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives" shall be deleted from all certificates. d. Active Negligence. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insureds in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. Page 4 Two Party Agreement Between tke City of Chula Vista and Barney ~ ~n~r~, LLC for Employee Benefits Broker¢ge and Consu7ling Services e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage for the term required by this Agreement. 6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: a. Retro Date. The "Retro Date" must be shown, and must be before the date of the Agreement or the beginning of the work required by the Agreement. b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the work required by the Agreement. c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the effective date of the Agreement, the Consultant must purchase "extended reporting" coverage for a minimum of five years after completion of the work required by the Agreement. d. Copies. A copy of the claims reporting requirements must be submitted to the City for review. 7. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. 8. Verification of Coveraee. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by Section I.C. of this Agreement. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the requirements of this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 9. Subcontractors. Consultant must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants is subject to all of the requirements included in these specifications. 10. Not a Limitation of Other Oblieations. Insurance provisions under this Article shall not be construed to limit the Consultant's obligations under this Agreement, including Indemnity. 1 Paoe ~ Two Parry Agreement Between the City of Chula Vista and Barney ~ B¢}n~y. LLC for Employee Benefits Broker¢ge ¢rsd Cmasul6ng Services D. Security for Performance 1. Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subpazagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond, in the amount indicated at Exhibit A, Pazagraph 18, in the form prescribed by the City and by such sureties which aze authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.gov/c57Q and whose underwriting limitation is sufficient to issue bonds in the amount required by the Agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to-issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City. 2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at its unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit," in Exhibit A, Paragraph 18. 3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. E. Business License. Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. ARTICLE II. CITY OBLIGATIONS A. Consultation and Cooperation. City shall regulazly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule, and to provide direction and guidance to achieve the objectives of this Agreement. The City shall allow Consultant access to its office facilities, files and records, as deemed necessary and appropriate by the City, throughout the term of this Agreement. In addition, City agrees to provide the materials identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of Page 6 Two Party Agreement Between the Ciry of Chala Vista and Barney ~ ~a}~y, LLC for Employee Benefits Brokerage and CorssalHng Services those materials beyond thirty days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance. B. Compensation. 1. The City shall compensate the Broker/Consultant for its services by commissions payable to Broker/Consultant by insurance companies for the employee benefits provided to City employees, according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement; subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. 2. SuDgortinu Information. Any billing submitted by Consultant shall contain sufficient information as to the propriety of the billing, including properly- executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature of the charges to the Project in order to permit the City to evaluate that the amount due and payable is proper, and such billing shall specifically contain the City's account number indicated on Exhibit A, Pazagraph 17(C) to be charged upon making such payment. 3. Exclusions. In determining the amount of the compensation Ciry will exclude any cost: 1) incurred prior to the effective date of this Agreement; or 2) arising out of or related to the errors, omissions,. negligence or acts of willful misconduct of the Consultant, its agents, employees, or subcontractors. 4. Payment Not Final Approval. The Consultant understands and agrees that, prior to Project closeout, payment to the Consultant for any Project cost does not constitute a City final decision about whether that cost is allowable and eligible for payment under the Project and does not constitute a waiver of any violation of Consultant of the terms of the Agreement. The Consultant acknowledges that City will not make a final determination about the eligibility of any cost until the final payment has been made on the Project or the results of an audit of the Project requested by the Ciry has been completed, whichever occurs latest. If City determines that the Consultant is not entitled to receive any portion of the compensation due or paid, City will notify the Consultant in writing, stating its reasons. a. Consultant's Obligation to Pay. Prior to Project closeout, upon notification to the Consultant that specific amounts are owed to City, whether for excess payments or disallowed costs, the Consultant agrees to remit to City promptly the amounts owed, including applicable interest. ARTICLE III. ETHICS A. Financial Interests of Consultant Page 7 Two P¢rty Agreement Between the City of Chal¢ Vista and Barney'& B~rXey, LLC for Employee Benefits Brokerage and Consnl[ing Services 1. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Pazagraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. 2. No Participation in Decision. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. 3. Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, .have an economic interest which would conflict with Consultant's duties under this Agreement. 4. Promise Not to Acctuire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. 5. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and.. represents that Consultant will immediately advise the City Attorney if Consultant learns of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. 6. Specific Warranties Aeainst Economic Interests. Consultant warrants, represents and agrees that: a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents (Consultant Associates) presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundazies of any property which may be the subject matter of the Defined Services, (Prohibited Interest), other than as listed in Exhibit A, Paragraph 14. b. No promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City Page 8 Two Party Agreement Between the City of Chala Vist¢ ¢nd Barney ~8~~g LLC for Employee Benefets Brokerage and Cansnl6ng Services of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. c. Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. d. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. IV. LIQUIDATED DAMAGES A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. 1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. 2. Amount of Penalty. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 (Liquidated Damages Rate). 3. Request for Extension of Time. If the performance of any act required of Consultant is directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other causes beyond the reasonable control of the Consultant, as determined by the City, Consultant shall be excused from performing that act for the period of time equal to the period of time of the prevention or delay. In the event Consultant claims the existence of such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in writing of that fact within ten calendar days after the beginning of any such claimed delay. Extensions of time will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. ARTICLE V. INDEMNIFICATION A. Defense, Indemnity, and Hold Harmless. 1. General Re uirement. Except for liability for Design Professional Services covered under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers, agents and employees, from and Page 9 Two Party Agreement Between the City of Chal¢ Vista arzd Barney & BdF~y, LLC for Employee Benefits Brokerage and Consulting Services against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Defined Services or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence, active negligence or willful misconduct of the City, its officers, employees. Also, covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents, or officers, or any third party. 2. Desien Professional Services. If Consultant provides design professional services, as defined by California Civil Code section 2782.5, as may be amended from time to time, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of Consultant's services. Consultant's duty to defend, indemnify, and hold harmless shall not include any claims or liabilities arising from the sole negligence, active negligence or willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligations and duties under this Agreement. 3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above, is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any and all suits, actions or other legal proceedings, that may be brought or instituted against the City, its directors, officials, officers, employees, agents and/or volunteers, subject to the limitations in Sections A.1. and A.2. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents and/or volunteers, for reasonable legal expenses and costs incurred by each of them, subject to the limitations in Sections A.1. and A.2. 4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, and/or volunteers. 5. Declarations. Consultant's obligations under Article V shall not be limited by any prior or subsequent declaration by the Consultant. 6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in Article V. Page 10 Two Parry Agreement Betweeu the City of Chula Visa and Barney' Bd~'r~v, LLC for Employee Bene,~ts Brokerage and Consu/Kng Services 7. Survival. Consultant's obligations under Article V shall survive the termination of this Agreement. ARTICLE VI. TERMINATION OF AGREEMENT A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation, in an amount not to exceed that payable under this Agreement and less any damages caused City by Consultant's breach, for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination. B. Termination of Agreement for Convenience of City. City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation, in an amount not to exceed that payable under this Agreement, for any satisfactory work completed on such documents and other materials to the effective date of such termination.. Consultant hereby waives any and all claims for damages arising from the Termination of this Agreement for Convenience of the City, except as set forth in this section. ARTICLE VII. RECORD RETENTION AND ACCESS A. Record Retention. During the course of the Project and for three (3) years following completion, the Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the Project as City may require. B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit, and require its subcontractors to permit City or its authorized representatives, upon request, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Contractor and its subcontractors pertaining to the Project. C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting and record retention requirements of this Agreement. ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT 7 77 Page 11 Two Party Agreement Between the City of Chula Vista and Barney & B~deg LLC for Employee Benefits Broker¢ge ¢nd Cansuldng Services A. Project Completion. Within ninety (90) calendaz days following Project completion or termination by City, Consultant agrees to submit a final certification of Project expenses and audit reports, as applicable. B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the City may require. The Consultant also agrees to obtain any other audits required by City. Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit costs aze allowable Project costs. C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has closed the Project, and either forwards the final payment or acknowledges that the Consultant has remitted the proper refund. The Consultant agrees that Project closeout by City does not invalidate any requirements imposed by the Agreement that survive termination thereof . ARTICLE IX. MISCELLANEOUS PROVISIONS A. Assignability. The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. 1. Limited Consent. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Pazagraph 16 to the subconsultants identified as "Permitted subconsultants." B. Ownership, Publication, Reproduction and Use of Material. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. C. Independent Contractor. City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant. and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, independent contractors and shall not be deemed to be employees of City, and none of them shall be entitled to any benefits to which City employees aze entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard to them. Page 12 Two Party Agreement Between the City of Chula Vista and Barney ~ $a}r~y, LLC far Employee Benefits Brokerage and Consulring Services 1. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever, as an agent or otherwise. Consultant shall have no authority, express or implied, to bind City or its members, agents, or employees, to any obligation whatsoever, unless expressly provided in this Agreement. 2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and shall require that its agents, employees, subcontractors agree that City shall not be responsible for any obligations or liabilities to any third party, including its agents, employees, subcontractors, or other person or entity that is not a party to this Agreement. Notwithstanding that City may have concurred in or approved any solicitation, subagreement, or third party contract at any tier, City shall have no obligation or liability to any person or entity not a party to this Agreement. D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement, against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. E. Administration of Contract. Each party designates the individuals (Contract Administrators) indicated on Exhibit A, Paragraph 12, as that party's contract administrator who is authorized by the party to represent it in the routine administration of this Agreement. F. Term. This Agreement shall terminate when the parties have complied with all executory provisions hereof. G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to,a judgment against the other for an amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awazded substantially the relief sought. H. Statement of Costs. In the event that Consultant prepares a report or document, or participates in the prepazation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in the report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. I. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or its principals is/are licensed with the State of California or some other state as a real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor its principals are licensed real estate brokers or salespersons. 7 ~~ QQ Page 13 Two Party Agreement Between the City of Chula Vist¢ and Barney & Bdrd€y, LLC for Employee Benefits Brokerage and CansuZ6ng Services J. Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement as the places of business for each of the designated parties. K. Integration. This Agreement, together with any other written document referred to or contemplated in it, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision of it may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all necessary resolutions or other actions have been taken so as to enable it to enter into this Agreement. M. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance under it, shall be the City of Chula Vista. (End of page. Next page is signature page.) Page 14 Two Party Agreemerst Between the City of Chula Visla ¢nd Barrsey ~~~,~}y, LLC jor Employee Benefits Brokerage and Consultiaeg Services Signature Page to Agreement between City of Chula Vista and Barney & Barney, LLC for Employee Benefits Brokerage and Consulting Services IN WITNESS WHEREOF, City and Consultant have executed this Agreement, indicating that they have read and understood same, and indicate their full and complete consent to its terms: City of Chula Vista Attest: Donna Norris, City Clerk Approved as to form: Glen R. Googins, City Attorney Dated: By: Cheryl Cox, Mayor Barney Barney LLC By: Exhibit List to Agreement: Exhibit A Page 1 ~ Two Party Agreement Between the City of Chula Vista and Barney~B4'rCy, LLC for Employee Benefits Brokerage and Consulting Services Exhibit A to Agreement between City of Chula Vista and Barney & Barney LLC 1. Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of the effective date stated on page 1 of the Agreement. 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California OThe Chula Vista Public Financing Authority, a ()The Chula Vista Industrial Development Authority, a OOther: , a [insert business form] 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: Barney & Barney LLC 5. Business Form of Consultant: ( )Sole Proprietorship ( )Partnership ( )Corporation (X) Limited Liability Corporation 6. Place of Business, Telephone and Fax Number of Consultant: Barney & Barney LLC 9171 Towne Centre Drive, Suite 500 San Diego, CA 92122 Telephone: (858) 457-3414 Fax: (858)909-9790 Page 16 Two Party Agreement Between the City of Chula Visi¢ ¢nd Barney ~.Sd~d~y, LLC for Employee Benefits Brokerage and Consulting Services 7. General Duties: To perform for the City consulting and brokerage services as described in Paragraph 8, Scope of Work and Schedule below. 8. Scope of Work and Schedule: A. Detailed Scope of Work: Plan Design Consultation • Assist with the development of employee benefit plan goals and strategies including benefit design, cost, employee/employer contributions, communications, and funding. • Provide to the City and the Employee Benefits Insurance Cornm#tee analyses of existing plans, offer new ideas, including alternative funding arrangements, and provide cost estimates and supporting recommendations. • Provide regular information to City and the Employee Benefits Insurance Committee on benefit trends, industry best practices, new benefit developments and options. • Assist in the implementation and administration of new programs or changes to existing programs. Marketing and Renewal • To annually assist in the redesign and implementation of the City's benefits plans, related to premiums, benefit levels, plan design, and special terms and conditions. This redesign may include, but not be limited to, medical, dental, vision, life, short-term and long-term disability plans and Employee Assistance Program (EAP). • Work with the City and its Employee Benefits Insurance Committee to develop objectives and plan designs to include in Requests for Proposals (REP). • Prepare detailed specifications for Requests for Proposals for all defined services, but not limited to medical, dental, vision, life insurance and disability insurance. • Submit RFPs to insurance markets/vendors. • Review each proposal; and negotiate the best rates and conditions in accordance with City's specifications. • Prepare an evaluation. of the proposals to simplify the comparative differences and important components of the proposals. Evaluation will include recommendations to the City concerning such proposals. Page 17 Two Party Agreement Be[weerz the City of Chul¢ Vista mid Barney B~~y, LLC for Employee Benefts Broker¢ge ¢nd Corssullirsg Services • Evaluate renewals proposed by insurance companies. Negotiate rates with companies after analyzing current experience, retention, previous years' financial results and the marketplace. • Plan costs -analyze current plan costs of all benefits compared to prior years' costs. • Financial Accounting -review quazterly and plan yeaz financial summaries for complete cost breakdown. Provide to the City analyses of costs including premium, benefits benchmarking reports, claims and reserve levels, expenses, pooling levels, margins, and overall effectiveness of funding arrangement. • Assist with prepazation of open enrollment communication materials and organizing vendor participation at open enrollment meetings. • Assist the City in the development of communication materials including drafting of employee benefit summaries for new employee/open enrollment packets and to coordinate the design, editing, printing and production of those materials. • Attend and assist with the open enrollment and retiree meetings Administration • Provide a team that will be available and responsive to the City's Human Resources staff on a timely basis. • Attend Benefits Insurance Committee meetings and other meetings, as necessary. • Assist the City with collective bargaining activities related to the employee benefits programs, including attendance at meetings with representatives from the City and various bazgaining units. • Provide assistance to the City with claims questions and appeals. • Provide assistance to City with problems regazding billing, enrollments, terminations and bill reconciliation. • Prepare and present quarterly financial reports of insurance providers to the City. • Organize meetings or conference calls, at least quarterly, to review financial experience, claims and administrative issues, proposed and enacted legislation, and benefit trends. • Notify carriers of any benefit or administrative changes. • Monitor benefit plan insurance carriers and claims administrators and providers to ensure smooth administration. Page 18 Two Party Agreement Between the City of Chula Visfa and Barney t~ ~{[Qr,~y, LLC for Employee Benefits Broker¢ge and Consulting Services • Review contracts; plan documents, insurance policies and other documents for applicability, accuracy and consistency. • Organize and sponsor an annual Employee Benefits Fair and assist in organizing the City Wellness program. • Assist the City with the development of performance guarantees relating to vendors' performance of services for City and evaluate the performance of vendors. • Provide recommendations for alternative health plan funding to better manage health care costs. Legislative/Regulatory Compliance - • Legislative Notification -keep City abreast of proposed and enacted legislation and regulations through newsletters and ongoing communication. Determine implications of enacted legislation and recommend benefit or funding revisions when appropriate. • Regulatory Compliance -offer assistance to the City's legal counsel in the interpretation of government laws and regulations promulgated by federal and state agencies. • Offer seminars and workshops on employee benefits compliance updates. Additional Available Services 1. Flexible plan administration. 2. COBRA administration. 3. Assist the City in obtaining translation services for benefit plan documents and forms. 4. Assist the City in selecting and implementing a Web-based employee benefits administration system. B. Date for Commencement of Consultant Services: (X)Same as Effective Date of Agreement OOther: C. Dates or Time Limits for Delivery of Deliverables: N/A Page 19 Two Party Agreement Between the City of Chula Vista artd Barney~~(rvty, LLC for Employee Benefits Brokerage and Consulring Services D. Date for completion of all Consultant services: This is a three (3) yeaz Agreement and shall commence on June 1, 2013. This Agreement may be extended for three additional one (1) year periods with mutual consent by Barney & Barney subject to City approval in its sole discretion. 9. Materials Required to be Supplied by City to Consultant: (X) Broker/Consultant Agreement between City and Barney & Barney, LLC (X) All available documents related to the administration of the City's benefits including related City policies and procedures. 10. Compensation: A. OSingle Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, Ciry shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: ,payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee () 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. OPhased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are sepazately identified below, City shall pay the fixed fee associated with each phase of Services, Page 20 Two Party Agreement Behveen the City of Chula Vista aad Barney ~ 8dtr~Y, LLC for Employee Benefits Broker¢ge and Consulting Services in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. 2. 3. Fee for Said Phase O 1: Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Pazagraph 18 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. OHourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) ONot-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ , including all Materials, and other "reimbursables" (Maximum Compensation). (2) OLimitation without Further Authorization on Time and Materials Arrangement qq--// Page 21 Two Parry Agreemen[ Between the Ciry of Chn1¢ Vista and Barney~~6rriey, LLC for Employee Benefits Brokerage and Consuifirsg Services At such time as Consultant shall have incurred time and materials equal to $ (Authorization Limit), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. See Exhibit B for wage rates. OHourly rates may increase by 6% for services rendered after [month], 20_, if delay in providing services is caused by City. D. (X) Commission Arrangement For performance of all of the Defined Services by Broker/Consultant as herein required, the Broker/Consultant shall be compensated for the all the Defined Services by commissions from, but not limited to, the insurance companies that provide the following c9_yerage to the City: ^ Medical Coverage ^ Dental Coverage ^ Vision Coverage ^ Life Insurance ^ Short-term/L,ong-term Disability Insurance The commission schedules are as follows: • Kaiser Medical Plans: 1.5% of premiums • Aetna Value Network HMO, Full Network HMO and OAMC (PPO) Medical Plans: 1.3%o of premiums (This will also apply to any HMO, PPO or POS plans implemented by the City which replace or are offered to City employees in addition to the Aetna medical plans.) • Cigna Dental HMO Plan: 5.0% of premiums. (This will also apply to any dental HMO plan implemented by the City, which replace or are offered to City employees in addition to the Cigna Dental HMO Plan.) • Cigna Dental PPO Plan: No commissions are payable. (This will also apply to any PPO dental plans implemented by the City, which replace or are offered to City employees in addition to the Cigna Dental PPO Plan.) • MES Vision: 5.0% of premiums. (This will also apply to any vision plans implemented by the City, which replace or are offered to City employees in addition to the MES Vision Plan.) • MetLife Basic & Voluntary Life and AD&D Plans: 5.0% of premiums. (This will also apply to any Basic and Voluntary Life and AD&D plans implemented by the City, which replace or are offered to City employees in addition to the MetLife Plans.) Page 22 Two Party Agreement Between the City of Chula Vista and Barney ~ 8d~r8y, LLC for Employee Benefits Brokerage and Consulfing Services • Cigna Short and Long Term Disability Plans: 5.0% of premiums. (This will also apply to any insured short and long-term disability plans implemented by the City, which replace or are offered to City employees in addition to the Cigna Disability Plans.) If the City implements any benefits plans through Broker/Consultant in addition to the plans specified above, the City must review and approve the commission schedule payable to Broker/Consultant before such plans are implemented. Additional compensation may be required for services provided outside of the scope of this Agreement, as agreed to by both parties in advance of the work being performed. Note: Contingency Income Many insurance companies and HMOs have implemented "contingency" programs, which pay special compensation to certain brokers. These arrangements are typically based on the volume of the broker's entire block of business with a company. Payments are-not tied to specific clients and are not guaranteed. Barney & Barney's recommendations regarding HMOs and insurance companies are exclusively based on benefit levels, provider networks, service capabilities, the financial strength of companies, and the lowest immediate and long term cost for our clients. The amount of commissions or contingency possibilities are not considered when making recommendations. In addition, Broker/Consultant clients always make the final decisions regarding the selection of an HMO or insurance company. Broker/Consultant shall provide to the City a report of all premiums and commissions received by Broker/Consultant on the City's employee benefits plans on a quarterly basis. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X) None, the compensation includes all costs. 12. Contract Administrators: City: Kelley Bacon Deputy City Manager 276 Fourth Avenue, Chula Vista, CA 91910 Telephone: (619) 691-5144 Fax: (619) 691-476-2348 Broker/Consultant: Daniel Murphy Principal Emeritus Barney & Barney, LLC 9171 Towne Centre Drive, Suite 500, San Diego, CA 92122 Telephone: (858) 587-7585 Fax: (858) 909-9790 Page 23 Two Party Agreement Between the City of Chul¢ Vist¢ ¢nd Barney~~Arrrly, LLC for Employee Benefits Brokerage ¢nd Consulkng Services 13. Liquidated Damages Rate: () $ per day. 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code (Chula Vista Municipal Code chapter 2.02): (X) Not Applicable. Not an FPPC Filer. O FPPC Filer ()Category No. 1. Investments, sources of income and business interests. ()Category No. 2. Interests in real property. ()Category No. 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of the depaztment administering this Agreement. ()Category No. 4. Investments and business positions in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ()Category No. 5. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the City of Chula Vista or the City's Redevelopment Agency to provide services, supplies, materials, machinery or equipment. ()Category No. 6. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the department administering this Agreement to provide services, supplies, materials, machinery or equipment. ()List Consultant Associates interests in real property within 2 radial miles of Project Property, if any: 15. ()Consultant is Real Estate Broker and/or Salesman Page 24 Two Party Agreement Between the City of Chula Vista and Barney i~ &t~y, LLC for Employee Benefits Brokerage and Consulfing Services 16. Permitted Subconsultants: 17. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: Monthly Quarterly Other: B. Day of the Period for submission of Consultant's Billing: First of the Month 15th Day of each Month End of the Month Other: C. City's Account Number: 18. Security for Performance Performance Bond, $ Letter of Credit, $_ )Other Security: Type: _ Amount: Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: ( )Retention Percentage: ORetention Amount: $_ Retention Release Event: ( )Completion of All Consultant Services OOther: OOther: The Retention Amount may be released on a monthly basis provided that Consultant has performed said monthly services to the sole satisfaction of the Assistant City Manager/Director of Development Services or his designee. Page 25 Twa Party Agreement Between the City of Chula Vista and Barney &Boln~y, LLC far Employee Benefits Brokerage and Consulfing Services