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HomeMy WebLinkAboutResolution - 2013-R0282 - Agreement - Davis Vision Inc. - Vision Insurance - 09/10/2013Resolution No. 2013—RO282 September 10, 2013 Item No. 5.15 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 Service Agreement for Vision Insurance as per RFP13-11364-DT, by and between the City of Lubbock and Davis Vision, Inc.. and related documents. Said Service 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. THAT the City Manager, or her designee, may execute any routine documents and forms associated with said insurance coverage. Passed by the City Council on September 10, 2013 oe GLE C. ROBERTSON. MAYOR ATTEST: Re, ca Garza, City S; cretI APPROVED AS TO CONTENT: Leisa Hutcheson. Director of Human Resources and Risk Management APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vw:ccdocs1RES, Risk Mgmt-Davis Vision August 05, 2013 Resolution No. 2013-R0282 City of Lubbock, TX SERVICE AGREEMENT Vision Insurance RFP 13 -11364 -DT Contract 11473 This Service Agreement (this "Agreement") is entered into as of the _Loth day of, September 2013, ("Effective Date") by and between Davis Vision, Inc. (the Company), and the City of Lubbock (the "City"). RECITALS WHEREAS, the City has issued a Request for Proposals 13 -11364 -DT for Vision Insurance for City Employees. WHEREAS, the proposal submitted by the Company has been selected as the proposal which best meets the needs of the City and its employees for this service; and WHEREAS, the Company desires to perform as an independent contractor to provide vision insurance upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Company agree as follows: City and Company acknowledge the Agreement consists of the following exhibits which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A — Intent and General Conditions 3. Exhibit B — Proposal Submittal ARTICLE I SERVICE 1.1 Company agrees to perform those services for the City that are specified on Exhibit A (the "Services") and attached hereto. 1.2 Company shall use its commercially reasonable efforts to render Services under this Agreement in a professional and business -like manner and in accordance with the standards and practices recognized in the industry. Non -appropriation clause: All funds for payment by the City under this Agreement for vision insurance are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for vision insurance provided under the Agreement, the City will terminate that portion of the Agreement, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the Company on thirty (30) days prior written notice, but failure to Page I of 9 give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. ARTICLE II MISCELLANEOUS 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Company and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Company or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within thirty (30) days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Company's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Company shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, serves the right to deduct such amounts owing the City fromany payments due Company. 2.10 The City reserves the right to exercise any right or remedy 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 subject to any arbitration Page 2 of 9 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. IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date. City of Lubbock, TX Glen C,�rtson,Mffyor ATTEST: Re cca Garza, City Secretary .D AS CONTENT: 7 eisa Hutcheson, Director Human Resources And Risk Management APPROVED AS TO FO Chad eaver, A sistant City Attorney Page 3 of 9 EXHIBIT A CITY OF LUBBOCK, TEXAS Vision Insurance RFP 13 -11364 -DT I. INTENT AND GENERAL CONDITIONS The following services will be required by the successful proposer: 1.1 Non -Exclusive Agreement: This agreement is non-exclusive, and the plan may make similar agreements with other providers. 1.2 To provide vision insurance for City employees at rates pursuant to Exhibit B. 1.3 Provide an account representative that is the central contact for all City questions and concerns. 1.4 Provide all materials necessary for enrollment in insurance policies stated in 1.1 above. 1.5 Provide on-site enrollment assistance for the initial enrollment and at subsequent annual enrollment periods. 1.6 Guarantee rates for Vision Insurance for City employees for a period of five (5) years. II. ADDITIONAL SPECIFICATIONS 2.1 Independent contractor: Company is and shall at all times be deemed to be an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. Nothing herein contained shall be construed as creating a relationship of employer and employee, or principal and agent, between the Plan and Company's or any of Company's agents or employees or between Company and any member of its staff. Company assumes exclusively the responsibility for its acts and the acts of its employees as they relate to the services to be provided during the course and scope of their employ. Company, its agents and employees shall not be entitled to any rights or privileges of the Plan's employees and/or Members and shall not be considered in any manner to be the Plan employee(s). 2.2 Ownership of records and databases: Except for microfilm, all records relating to the Plan and the Employer that come into the possession of the Company shall remain the property of the Employer and shall remain confidential; provided that the Company shall have the right to make copies of such records and data and to include data collected during the performance of this Agreement with data collected from other sources to create one or more master databases. All such master databases and any data included therein shall be the property of the Company and shall not be used or disclosed by Employer; provided however, that the Company shall not disclose to any third party any Employer -specific or Plan -specific data contained in any such master database, unless required by law. Page 4 of 9 2.3 Covered employee information: Name, address, salary, etc. will not be utilized for any purpose other than the administration of Plan benefits, but may be disclosed if required by law. III. CONTRACT TERM 3.1 The contract term of this agreement shall commence on January 1, 2014 and shall be for a period of one year, with the City's option to renew the contract annually for up to four additional one- year terms, contingent upon satisfactory performance evaluations by the City. 3.2 Either party may terminate this agreement with a sixty (60) day written notice. IV. CITY RIGHT TO AUDIT 4.1 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Company's records and books relevant to all services provided to the City and its employees under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Company shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Company. V. INDEMNIFICATION 5.1 Company shall defend, indemnify, and hold harmless the City for any and all third party claims, demands, liabilities, and expenses (including attorney's fees and costs of defense) incurred by the Plan as a direct and sole result of the performance of the Company's obligations under this Agreement. V. INSURANCE 6.1 Prior to the approval of this contract by the City, the Company shall furnish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. 6.2 Subject to the Company's right to maintain reasonable deductibles in such amounts as are approved by the City, the Company shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Company's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): TYPE AMOUNT 1. Worker's Compensation Statutory and Employers Liability $500,000 2. Commercial General (public) Liability insurance including coverage for the following: Page 5 of 9 6.3 6.4 M. a. Premises operations b. Products/completed operations C. Personal injury d. Advertising injury e. Contractual liability 3. Errors and Omissions 4. Comprehensive Automobile Liability a. Any auto ADDITIONAL POLICY ENDORSEMENTS Combined single limit for bodily injury and property damage of $500,000 per occurrence or its equivalent. $1,000,000 Combined single limit for bodily injury and property damage of $300,000 per occurrence or its equivalent. The City shall be entitled, upon request, and without expense, to receive copies of the policies and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Company shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. REQUIRED PROVISIONS The Company agrees that with respect to the above required insurance, insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following required provisions: a. Name the City of Lubbock and its officers, employees, and elected representatives as additional insureds, (as the interest of each insured may appear) as to commercial general liability insurance; b. Provide for 30 days notice to the City for cancellation, nonrenewal, or material change (except in the instance of non-payment); c. Provide for notice to the City at the address shown below by registered mail; d. The Company agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. f. All copies of the Certificates of Insurance shall reference the project name or bid number for which the insurance is being supplied. NOTICES The Company shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. Page 6 of 9 All notices shall be given to the City at the following address: Marta Alvarez— Director of Purchasing and Contract Management City of Lubbock 1625 13th Street Lubbock, Texas 79401 6.6 Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Company shall not relieve the Company of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Company from liability. Page 7 of 9 Benefits for City of Lubbock In -Network Benefits Frequency — Once Every: Eye Examination inclusive of Dilation (when professionally indicated) Spectacle Lenses Frame Contact Lens Evaluation, Fitting & Follow -Up Care Contact Lenses (in lieu of eyeglasses) Copayments Eye Examination Spectacle Lenses Contact Lens Evaluation, Fitting & Follow -Up Care Eyeglass Benefit - Frame Non -Collection Frame Allowance (Retail): Davis Vision Frame Collectioni4 (in lieu of Allowance): Fashion level Designer level Premier level Eyeglass Benefit - Spectacle Lenses Clear plastic single -vision, lined bifocal, trifocal or lenticular lenses (any size or Rx) Tinting of Plastic Lenses Scratch -Resistant Coating Polycarbonate Lenses Ultraviolet Coating Anti -Reflective (AR) Coating (Standard/Premium/Ultra) Progressive Lenses (Standard/Premium/Ultra16) Blended -Segment Lenses High -Index Lenses Polarized Lenses Photochromic Glass Lenses Plastic Photosensitive Lenses Scratch Protection Plan: Single Vision I Multifocal Lenses Contact Lens Benefit Non -Collection Contact Lenses: Materials Allowance - Evaluation, Fitting & Follow -Up Care — Standard Lens Types - Evaluation, Fitting & Follow -Up Care — Specialty Lens Types Collection Contact Lenses4 (in lieu of Allowance): Materials Disposable Planned Replacement Evaluation, Fitting & Follow-up Care Medically Necessary Contact Lenses (with prior approval) - Materials, Evaluation, Fitting & Follow -Up Care Out -of -Network Reimbursement Schedule: up to Average Retail Value Up to $130 Up to $125 Up to $175 Up to $225 Average Retail Value $60-$120 $20 $25-$40 $60-$75 $25-$30 $80-$125 $195-$430 $40-$50 $90-$150 $95-$110 $30-$60 $95-$150 Eye Examination: $40 Single Vision Lenses: $40 Trifocal Lenses: $80 Frame: $45 Bifocal./Progressive Lenses: $60 Lenticular Lenses: $80 EXHIBIT B Designer Plan Options Option II 12 Months 12 Months 12 Months 12 Months 12 Months $15 $15 $15 Up to $130 or Up to $1800 (At Visionworks) Plus a 20% discount on any overage` Included Included $25 copayment Member Charges Included Included Included $0 or $30 $12 $35/$48/$60 $50/$90/$140 $20 $55 $75 $20 $65 $201$40 Up to $130 Included Up to $60 allowance Plus a 15% discount on any overage' 4 boxes/multi-packs 2 boxes/multi-packs Included Included Elective Contact Lenses: $105 Medically Necessary Contact Lenses: $225 ..: x:-<.• :.a:.a;xe is only availabl ,, ..v _ _.;r.n.., 2 Acidlnonal discounts not applicable at Walman or Sam s Club locations * Additional disfounis not applicable at Walman of Sam s Club localions d•Colleclion is available al most participal Ing iWPpenUeilt provider olnces LolIKIion is sublecI to change Lollecllon is inclusive of selncI loves ana ran litocals Page 8 of 9 Proposed Fully Insured Rates for City of Lubbock Employee Only Employee + Spouse Employee + Family Option II ($15/$15/$15)" $ 6.40 $ 11.53 $ 17.93 1" Denotes eye examination/spectacle lenses/contact lens evaluation, fitting & follow-up care copayments. In Option II, the copayment for the contact lens evaluation, fitting & follow-up care applies to Collection Contact Lenses only The proposed rates herein are guaranteed for four years and are based on the following assumptions: Size of group: 2,087 Eligible Employees Funding method: Voluntary (100° Employee -Paid) Effective date: January 1, 2014 ' Underwritten by either HM Life Insurance Company, Pittsburgh, PA or HM Life Insurance Company of New York, New York, NY under policy form series HL902 or similar. All rates are nonparticipating financial arrangements, unless otherwise specified, and are based on data submitted in the request for proposal. We reserve the right to revise our quote if the data provided was not accurate or if the eligible membership changes by +/- 150o. Page 9 of 9