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HomeMy WebLinkAboutResolution - 2012-R0173 - Agreement - MHBT Inc.- Health Benefits Brokerage And Consulting Services - 04_26_2012Resolution No. 2012—R0173 April 26, 2012 Item No. 5.11 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Professional Services Agreement for health benefits brokerage and consulting services, by and between the City of Lubbock and MHBT, Inc., and related documents. Said Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on April 26, 2012 TOM VARTIN, MAYOR ATTEST: `eca Garza, City Secret APPROVED AS TO CONTENT: sistant City Manager APPROVED AS TO FORM: Chad Weaver, Xssistant City Attorney vw:ccdocs/RES.Agrmt-MHBT, Inc. [services] March 30, 2012 Contract: 10752 Resolution No. 2012—R0173 Consulting and Confidentiality Agreement This Consulting and Confidentiality Agreement, hereinafter referred to as "Agreement" is between City of Lubbock, hereinafter referred to as "Client" and MHBT Inc., hereinafter referred to as "Consultant." WHEREAS, the parties wish to set forth their respective expectations; Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereby agree as follows: 1. Scope of Services to be Provided by Consultant Consultant will provide Client with consulting and brokerage services for the following compensation and benefit programs: A. Strategic Benefit Planning. Consultant will provide guidance in identifying market trends and assistance in developing overall plan benchmarks and targets to ensure that the plan meets the objectives of Client and its employees. B. Benefit Design. Consultant will help to ensure that benefit designs are consistent with the strategic benchmarks and targets set forth in the strategic benefit planning process. C. Administration. Consultant will identify core administrative services, assess vendor performance, and manage vendor relationships to provide appropriate program administration. D. Funding. Consultant in conjunction with Milliman will advise and counsel regarding program funding alternatives, including as appropriate, the review of fee proposals, recommending budget rates, reviewing employee contribution rates, calculating COBRA rates, selecting and procuring appropriate stop loss terms; and monitoring program costs against expectations. E. Communication. Consultant will assist in drafting employee communications regarding benefit program performance and changes, and assist in the review of plan documents and insurance certificates during the planning and enrollment process. F. Compliance Tools & Legislative Information. Consultant will provide informational materials on legislative developments impacting employee benefit plans, including topics such as FMLA, COBRA, HiPAA, HIPAA Privacy, Section 125 and PPACA. A database with online access will also be available for Human Resource topics and materials. G. Meetings with Client and Vendors. Services will include attendance at and facilitation of regular meetings with Client and vendors as needed to facilitate program management including day-to-day operations and plarming program changes. • Consultant shall meet with Client on an as -needed or requested basis to review all activities performed by Consultant during the prior period. The meetings will include discussion of business concerns, including presentations of options and recommendations. • Consultant shall meet with Client semi-annually to discuss review of the program, state of the marketplace, progress made toward strategic plan, and developments within Client's organization. • Consultant shall meet with Client annually to review the stewardship for the preceding year, define the goals and objectives for the upcoming year, and agree upon Consultant's compensation for the next twelve month period. H. Day -to -Day Administrative Issues. Consultant shall provide assistance in the daily administration of programs, including resolution of vendor service issues and addressing questions and concerns raised by Client's employees and management. 2. Disclosure, Intermediaries and Record Keeping A. Full Disclosurefintermediaries. Client has the right to approve any arrangements and/or the utilization of any intermediaries in connection with, or arising out of, or in any way related to Client's employee benefit program. Consultant must seek approval from Client prior to the use of any of the above in connection with the Client's insurance programs. B. Record Keeping. Consultant will maintain accurate and current files including, but not limited to, insurance policies and correspondence with insurers in accordance with industry standard record retention practices or as otherwise directed by Client. 3. Term & Termination A. Term. This Agreement shall be effective upon execution by the parties. This Agreement shall continue in effect on an annual basis, unless one of the parties indicates in writing to the other party their intent to terminate this Agreement. B. Termination, This Agreement may be terminated at any time, with or without cause, by either party giving thirty (30) days advance written notice to the other party. Termination under this section shall have the effect of ending future joint purchases, but it shall in no way render the obligations of a party to a vendor or the other party on existing purchases void or ineffective. 4. Cost of Services The determination of the fee level is based upon several factors — a) the size and characteristics of the group, b) where the group's facilities are located, c) the capacity and resource needs of the Human Resources staff, d) specific services to be delivered e) the extent of vendor interaction and support required. Client agrees to pay Consultant twenty-five thousand dollars ($25,000) in increments of two -thousand eighty-three dollars and thirty-three cents ($2,083.33) paid on a monthly basis for the term defined above. This fee arrangement will remain in effect for subsequent years unless modifications are agreed to by both parties and such modifications are included as an amendment to this document. Additional programs and services may be provided on a project basis for an additional fee to be disclosed in writing and shall be undertaken upon mutual agreement between Consultant and Client. S. Personnel Consultant will assign its personnel according to the needs of Client and according to the disciplines required to complete the appointed task in a professional manner. Consultant retains the right to substitute personnel with reasonable cause. 6. Client's Responsibilities Client will make available such reasonable information as required for Consultant to conduct its services. Such data will be made available as reasonably as possible. It is understood by Consultant that the time availability of Client's personnel is finite, and judicious use of that time is a requirement of this Agreement. Client will make timely payments of the service fees as set forth elsewhere in this Agreement but no later than 30 days after the receipt of the consulting invoice or the carrier/vendor billing statement, if the billing is administered by the carrier/vendor. 7. Confidentiality Consultant agrees that all non-public information communicated to Consultant by Client with respect to Client's ongoing business operations is Confidential, whether that information was directly or intentionally communicated, and whether the information was otherwise obtained by Consultant or its staff. Consultant agrees that it shall not disclose any Confidential Information to any other person unless specifically authorized by Client. Confidential information shall not be deemed to include any information that: (a) was already lawfully known to Consultant at the time of disclosure by Client as reflected in written records of the Consultant; (b) was or has been disclosed by Client to a third party without obligation of confidence; (c) was or becomes lawfully known to the general public without breach of this Agreement; (d) is independently developed by Consultant without access to, or use of, the Confidential Information; (e) is approved in writing by Client for disclosure by the Consultant; or (f) is required to be disclosed by law or by the order of a court or similar judicial or administrative body, however, Consultant shall notify Client of such requirement promptly and shall cooperate reasonably with Client, at Client's expense, in obtaining a protective or similar order with regard thereto. If an authorized representative of Client gives consultant written authorization to make disclosures, Consultant shall do so only within the limits and to the extent of that authorization. Consultant shall use its best efforts to prevent inadvertent disclosure of Confidential Information to any third party and will be guided by the parameters of the privacy language of The Health Insurance Portability and Accountability Act (HIPAA). Consultant shall instruct its staff to treat Confidential Information with the same care and discretion that they use with similar data designated by Consultant as Confidential. Consultant agrees that all of Consultant's obligations with respect to Confidential Information shall survive the termination of this Agreement and any relationship with Client. 8. Independent Contractor It is understood and agreed that Consultant is engaged by Client to perform services under this Agreement as an independent contractor. Consultant shall use its best efforts to follow written, oral, or electronically transmitted (i.e., sent via facsimile or e-mail) instructions from Client as to policy and procedure. 9. Fiduciary Responsibility Client acknowledges that: (i) Consultant shall have no discretionary authority or discretionary control respecting the management of any of the employee benefit plans; (ii) Consultant shall exercise no authority or control with respect to management or disposition of the assets of Client's employee benefit plans; and (iii) Consultant shall perform services pursuant to this Agreement in a non - fiduciary capacity. Client agrees to notify Consultant as soon as reasonably possible of any proposed amendments to the plans' legal documents to the extent that the amendments would affect Consultant in the performance of its obligations under this Agreement. Client agrees to submit (or cause its agent, consultants, or vendors to submit) all information in its (or their) control reasonably necessary for Consultant to perform the services covered by this Agreement. 10. Hold Harmless Consultant shall indemnify, defend, release from liability, protect and hold harmless the Client, its managers, shareholders, partners, employees, officers, trustees, directors and agents from and against any and all liability, or incurred by reason of any act, error or omission arising out of this agreement, except to the extent caused by the negligence of the Client, its managers, shareholders, partners, employees, officers, trustees, directors and agents from and against any and all liability, or incurred by reason of any act, error or omission arising out of this agreement. The Client shall indemnify, defend, release from liability, protect and hold harmless the Consultant, its managers, shareholders, partners, employees, officers, trustees, directors and agents from and against any and all liability, or incurred by reason of any act, error or omission arising out of this agreement, except to the extent caused by the negligence of the Consultant, its managers, shareholders, partners, employees, officers, trustees, directors and agents from and against any and all liability, or incurred by reason of any act, error or omission arising out of this agreement. Consultant and Client agrees to maintain appropriate statutory Workers Compensation Insurance (including a waiver of subrogation in favor of the other ), Commercial General Liability Insurance with limits of $1,000,000 (naming Client and Consultant, as the case may be as an additional insured when appropriate under each's policies). Client and Consultant shall supply each other a certificate of insurance upon each's request. 11. Controlling Law, Jurisdiction and Venue This Agreement shall be interpreted, enforced and governed under the laws of the State of Texas, excluding its principles of conflicts of law. The Parties expressly agree that venue for any action brought to enforce this Agreement or any part hereof shall be maintained exclusively in a court of competent jurisdiction in federal district court, North District of Texas, Lubbock Division. In the event that federal court does not have subject matter jurisdiction over the claim, the dispute will be resolved in state court in Lubbock County, Texas. Each party hereby agrees to waive its right to a trial by jury in any dispute arising from or related to this Services Agreement. 12. Non -Arbitration The City of Lubbock reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 13. Entire Agreement This constitutes the entire Agreement between the parties, and any other warranties or agreements are hereby superseded. Subsequent amendments to this Agreement shall only be in writing signed by both parties. Client: Ap r i 1 26, 2012 Signature Date Tom Martin Name 4 Mayor Title MHBT Inc Signature Date Travis Sartain Partner ATTEST: Name Title D'I'e' - —5k- Reb cca Garza, City Secretary APPROVED AS TO CONTENT: r7:ql- 44"OfId 7 — Quincy W ssistant City Manager APPROVED �S TO FORM: Chad Weaver, Assistant City Attorney