Contract_-_Insurance_Benefit_Consultant.docx

STATE OF TEXAS § AGREEMENT BETWEEN THE CITY OF EDINBURG, AND (COMPANY NAME).

INSURANCE BENEFIT CONSULTANT – CONTRACT AGREEMENT

COUNTY OF HIDALGO §

CITY OF EDINBURG §

The City of Edinburg, Hidalgo County, Texas, a municipal corporation (“City”), and Insurance Benefit Consultant (“COMPANY NAME.”), referred to as “Insurance Benefit Consultant”) are the Parties to this Agreement with an effective date of________.

RECITALS

WHEREAS, City wishes to obtain the assistance of Insurance Benefit Consultant to include consulting services with strategic benefit planning, design, funding, administration, and communication with respect to its employee benefit programs;

WHEREAS, Insurance Benefit Consultant have superior knowledge and expertise in assisting employers with designing and servicing employee benefit plans; and

WHEREAS, the Parties wish to set forth their respective expectations;

NOW, THEREFORE, for and in consideration of the mutual covenants and promises in this Agreement and of the faithful performance of such covenants and conditions, the City and Insurance Benefit Consultant agree as follows:

SECTION I

Scope of Services to be Provided by Insurance Benefit Consultant

1. Insurance Benefit Consultant, subject to the terms of this Agreement, shall provide the below services. Insurance Benefit Consultant shall render the Services in a diligent, careful, thorough, and professional manner consistent with good business practice and shall at all times provide City with the most sound and reasonable recommendations and advice. Time shall be of the essence with respect to all matters set forth in this Agreement.

1. Serve the City as an advisor regarding, and including the preparation of the City's RFP for health plan design and content including COBRA, section 125 program, dental, vision, long and short-term disability, life insurance benefits and their components and employee assistance program.

2. Serve the City as an advisor regarding voluntary insurance products and their components to provide the optimum voluntary benefit package.

3. Review, on an ongoing basis, the existing employee benefit programs for competitiveness, appropriateness and overall acceptance by plan participants.

4. Serve and assist the City in negotiating benefits provider contract(s) resulting from the review and recommendations noted above including the use of available provider networks. Provide the City underwriting data and evaluation services to support contract modifications such as benefit differentials and funding options.

5. Negotiate, when appropriate, long term rate(s)/service guarantees designed to meet the service delivery and financial plan of the City.

6. Assist the City in preparing periodic reports to the City Council, City Manager or Human Resources Director on the progress, applicability and overall benefit of a specific plan.

7. Review utilization rates on a quarterly basis and evaluate each on the City's best option as it relates to fully-funded plans.

8. Assist the City with plan design changes, plan implementation strategies, plan design and/or benefits communications relating to coverage; integrating appropriate assignments of duties to vendors, while maintaining proper oversight/ responsibilities.

9. Review new or proposed administrative services provided by outside vendor(s) to determine the most effective and efficient service delivery strategies.

10. Assist the City with premium funding projections during its annual budget process. Review long term healthcare contribution philosophy and budgetary agenda and best strategies for applying identified resources to a meaningful long term benefit package.

11. Provide the City with overall plan management and quality assurance services including, but not limited to the following:

12. Act as the City's representative to all outside insurance vendors; collecting information and making periodic presentations to staff, employees and City Council, as requested, of their offerings.

13. Provide periodic comparisons of plans of benefits and employer/employee contributions to area cities and comparable businesses.

14. Provide periodic reports using carrier data on claims and fixed expenses, and relate those to total premium and expectations for renewal. Add historical perspective to premium and claims data for all coverage and provide reports as needed by the City.

15. Provide national, regional and local medical inflation data and compare that to specific City plan inflation.

16. Review and make recommendations to the City on carrier cost containment mechanisms, as relates to return on investment and participant impact.

17. Meet periodically with the City's staff relating to levels of customer service received from various carriers, and where required intercede with both parties to assist in problem resolution

SECTION II

Information, Disclosure, and Record Keeping

1. City has the right to approve the hiring or utilization of any third-party entities or other intermediaries in connection with, arising out of, or in any way related to City’s insurance. Insurance Benefit Consultant must seek written approval from City prior to the use of any of the above in connection with the City’s insurance. City shall promptly notify Insurance Benefit Consultant whether to approve or not approve such third-party entity or other intermediary, recognizing that time is of the essence.

2. Insurance Benefit Consultant will maintain accurate and current files, including but not limited to insurance policies and correspondence with insurers or Insurance Benefit Consultants, related to the services performed under this Agreement for a minimum of five (5) years. In connection with the performance of the services by Insurance Benefit Consultant, Insurance Benefit Consultant agree to promptly and fully disclose to City any information regarding the services as City may request.

3. All work product, including but not limited to reports, plans, drawings, tracings, sketches, photographs, videos, illustrations, presentations, PowerPoint, specifications, maps, computer files, electronic data, and other documents (electronic or paper) prepared or created in the course of the performance of the services or obtained in the performance of this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will be considered works made for hire and shall be the exclusive property of the City upon their creation without restriction or limitation on their use and will be made available, upon request, to the City at any time during the performance of such services.

4. When requested by Insurance Benefit Consultant, City agrees to provide information reasonably available to the City and pertinent to the services provided by Insurance Benefit Consultant to the City.

SECTION III

Confidentiality of Information and Security

1. Insurance Benefit Consultant shall take reasonable efforts to keep all City and related employee information confidential in accordance with normal operating procedures and industry standards. Insurance Benefit Consultant do not guarantee the security of any third party entities or intermediaries, and City agrees that Insurance Benefit Consultant shall not be liable for any breach of confidentiality, loss, or theft of any records, data, files, or other information held by third party entities or intermediaries. Insurance Benefit Consultant shall follow written instructions from City as to policy and procedure.

SECTION IV

Term and Termination

1. This Agreement shall commence as of the Effective Date for an Initial Term of one year. The term of this Agreement shall automatically renew on each successive anniversary of the Effective Date (the “Anniversary Date”) for an additional term of one year, unless otherwise terminated as allowed in this Agreement.

2. City or Insurance Benefit Consultant may terminate this Agreement upon giving 30 days’ prior written notice to all parties. In addition, City shall have the right, upon written notice, to cancel this Agreement immediately if, in the City’s sole judgment, the Services rendered by Contractor breach or violate any of the provisions of this Agreement.

3. After such termination, this Agreement will continue to govern the parties’ rights and obligations regarding the services and work performed before the termination. The terms and conditions in this Agreement that by their sense and context are intended to survive the performance hereof by either or both parties hereunder shall so survive the termination, cancellation, or completion of performance of this Agreement.

4. Upon termination of this Agreement or at such other time as may be requested by City, Insurance Benefit Consultant shall return to City within ten (10) days of termination or request all documents, records, notebooks, including copies thereof, whether prepared by Insurance Benefit Consultant or others.

5. Upon termination of this Agreement, the City may take over the work and may obtain the services of another entity.

6. City acknowledges that products and services provided through third party entities and intermediaries may be terminated by those entities or intermediaries at any time without notice and that Insurance Benefit Consultant are not responsible for any termination of services by third party entities or intermediaries.

SECTION V

Cost of Services

1. Insurance Benefit Consultant will receive compensation at the rates and terms and for the services set forth in the “Rates, Fees and Expenses” portion of the services proposal, attached as Exhibit A. The total amount of compensation shall not exceed $45,000.

The amount of $45,000 will be paid in 4 installments on a quarterly basis.

2. Special Services regarding 1095C and 1094C, will be considered upon the request and approval of the City of Edinburg.

SECTION VI

Personnel

1. Insurance Benefit Consultant will assign their personnel according to the needs of City and according to the disciplines required to complete the appointed task(s) in a professional manner. Insurance Benefit Consultant retain the right to substitute personnel with reasonable cause.

SECTION VII

Independent Contractor

1. Insurance Benefit Consultant acknowledge and agree that they are independent contractors of the City and are not employees of the City. Insurance Benefit Consultant more specifically acknowledge that its employees will not be covered by the City’s workers' compensation insurance; and Insurance Benefit Consultant will be solely and exclusively responsible for payment of all federal and state income taxes due in respect of all compensation and/or other consideration paid by the City to Insurance Benefit Consultant under this Agreement. Insurance Benefit Consultant shall be responsible for social security, unemployment and disability taxes and all other payroll taxes due with respect to Insurance Benefit Consultant employees who provide services under this Agreement. Insurance Benefit Consultant acknowledge that they shall have no authority to bind City to any contractual or other obligation whatsoever. Insurance Benefit Consultant shall be entitled to seek and accept other engagements and/or employment during the term of this Agreement so long as such other employment or engagements do not interfere with the performance of Insurance Benefit Consultant duties under this Agreement. Insurance Benefit Consultant shall be responsible to the City for all work or services performed by Insurance Benefit Consultant or any person or firm engaged as a sub-consultant or subcontractor to perform work in fulfillment of this Agreement.

SECTION VIII

Limitations

1. City acknowledges that:

a. Insurance Benefit Consultant have no authority or control over management of any of the employee benefit plans;

b. Insurance Benefit Consultant have no authority or control with respect to management or disposition of the assets of City’s employee benefit plans;

c. Insurance Benefit Consultant shall perform services pursuant to this Agreement in a non-fiduciary capacity;

d. Insurance Benefit Consultant are not in the business of providing legal services and cannot represent City in a legal dispute or propose or amend employee benefit plans; and

e. Insurance Benefit Consultant are not in the business of providing tax advice or services, and cannot represent City in a tax related dispute.

2. City agrees to notify Insurance Benefit Consultant as soon as possible of any proposed amendments to the plans’ legal documents to the extent that City reasonably believes the amendments would affect Insurance Benefit Consultant in the performance of their obligations under this Agreement.

SECTION IX

Notices

1. Any notices to be given under this Agreement shall be in writing, (i) sent by registered or certified mail, postage prepaid, return receipt requested or (ii) sent by nationally recognized overnight courier (e.g. Federal Express) with electronic tracking, and addressed to such party as follows:

(a) Notices to the City:

City of Edinburg 415 W. University Drive Edinburg, Texas 78539 Attn.: City Manager

With a copy to:

City of Edinburg 415 W. University Drive Edinburg, Texas 78539 Attn.: City Attorney

(b) Notices to Insurance Benefit Consultant:

(Firm Name) (Firm Address)

2. Such Notices shall be deemed delivered (i) in the case of U.S. mail in the manner provided above, three (3) business days after posting or (ii) if sent by nationally recognized overnight courier with electronic tracking service, the next business day after depositing same with such overnight courier before the overnight deadline and if deposited with such courier after such deadline, then the next succeeding business day.

SECTION X

Indemnification and Limitation of Liability

1. The City agrees to indemnify, defend and hold harmless Insurance Benefit Consultant against and from any liability, expense (including reasonable attorney fees), and claims for damages or relief, of any nature whatsoever, which may be asserted against Insurance Benefit Consultant as a result of or arising out of (a) any acts, errors, or omissions of the City, or its employees and (b) any breach of this Agreement by the City. The City’s duties to defend, indemnify and hold harmless Insurance Benefit Consultant shall extend beyond the termination of this Agreement.

2. To the maximum extent allowed by law, Insurance Benefit Consultant agree to and shall indemnify, hold harmless, and defend City, its officers, and employees from any and all claims, losses, causes of action and damages, suits and liability of every kind, including all expenses of litigation, court costs, and attorney’s fees arising out of or directly connected with the negligent or willful conduct of Insurance Benefit Consultant, its officers, and employees in connection with the services under this Agreement.

3. The Parties agree that none shall be liable to any other for any indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, performance of services, or of any other obligations relating to this Agreement, even if any of the Parties have been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the maximum extent allowed by law for limitation of each of the Parties’ liability, regardless of the cause of action under which such damages are sought.

SECTION XI

Alternate Dispute Resolution

1. If any dispute, controversy, or claim between or among the Parties arises under this Agreement or is related in any way to this Agreement or the relationship of the Parties hereunder (a “Dispute”), the Parties shall first attempt in good faith to settle and resolve such Dispute by meeting at a mutually agreeable time and place to discuss the Dispute within seven (7) days following the original written notice of any Dispute by the party making such a claim. The Parties shall seek to resolve the Dispute in writing within fourteen (14) days following the original written notice of any Dispute by the party making such a claim.

2. If a mutual resolution and settlement are not obtained at the meeting, the Parties shall participate in good faith in formal mediation, within thirty (30) days following the original written notice of any Dispute, with a mutually agreeable mediator at a mutually agreeable time and place. No settlement reached under this provision shall be binding on the Parties until reduced to a writing signed by a representative of Contractor and the City Manager. Unless the parties expressly agree otherwise, each party shall bear its own costs and legal and expert fees incurred in the mediation, and evenly share the costs of the mediator. If after proceeding in good faith the parties, with the assistance of a neutral mediator, do not resolve the dispute within forty-five (45) days following the original written notice of any Dispute, the parties may proceed in accordance with Section IX below.

SECTION XII

Controlling Law, Mandatory Venue, and Fees and Expenses

1. After exhausting the procedures set forth above, either party may initiate litigation to resolve the dispute. The Law of the State of Texas shall control the Dispute. Venue is mandatory in in State courts located in Hidalgo County, Texas.

2. In the event of any litigation between the parties, the parties shall bear their own costs including attorneys’ fees, costs, and expenses.

SECTION XIII

Agreement Construction

1. The headings of the Sections contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement. The parties have been advised by counsel in connection with this Agreement. This Agreement shall be construed and interpreted in accordance with the plain meaning of its language, and not for or against either party, and as a whole, giving effect to all of the terms, conditions, and provisions of this Agreement. Nothing contained in this Agreement shall be deemed to confer any right or benefit on any person who is not a party to this Agreement.

SECTION XIV

No Pending Litigation

1. Contractor represents that there is no action, proceeding, inquiry, or investigation, at law or in equity, before any court, arbitrator, governmental or other board or official, pending to the best knowledge of Contractor threated against or affecting the Contractor or any subsidiaries of the Contractor, questioning the validity or any action taken or to be taken by the Contractor in connection with the execution, delivery, and performance by the Contractor of this Agreement to which the Contractor may be a party or seeking to prohibit, restrain, or enjoin the execution, delivery, or performance by the Contractor hereof or thereof, where in an unfavorable decision, ruling, or finding (i) would adversely affect the validity or enforceability of, or the authority or ability of the Contractor to perform, its obligations under this Agreement to which the Contractor may be party or (ii) would have an adverse effect on the consolidated financial condition or results of operations of the Contractor or on the ability of the Contractor to conduct its business as presently conducted or as proposed or contemplated to be conducted.

SECTION XV

Severability

1. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

SECTION XVI

Successors and Assigns

1. City and Contractor each bind themselves, their partners, successors, executors, administrators, and assigns to the other party of the Agreement in respect to all covenants of this Agreement. Neither City nor Contractor shall assign, sublet, or transfer interest in this Agreement without written consent of the other.

SECTION XVII

Conflict of Terms

1. If any of the terms of this Agreement conflict in any respect with any of the terms of the attached Exhibits or any current or future Task Orders (including exhibits), the terms of this Agreement shall be controlling.

SECTION XVIII

No Waivers or Accord and Satisfaction

1. This Agreement may be amended only by written instrument signed by all parties.

2. No failure or delay of the City, in any one or more instances (i) in exercising any power, right, or remedy under this Agreement or (ii) in insisting upon the strict performance by Contractor of its covenants, obligations, or agreements under this Agreement, shall operate as a waiver, discharge, or invalidation thereof, nor shall any single or partial exercise of any such right, power, or remedy or insistence on strict performance, or any abandonment or discontinuance of steps to enforce such a right, power, or remedy or to enforce strict performance, preclude any other or future exercise thereof or insistence thereupon or the exercise of any other right, power, or remedy. The covenants, obligations, and agreements of Contractor and the rights and remedies of the City upon a default shall continue and remain in full force and effect with respect to any subsequent breach, act, or omission.

3. Without limiting the generality of the above, the receipt by City of any Services with knowledge of a breach by Contractor of any covenant, obligation, or agreement under this Agreement shall not be deemed or construed to be a waiver of such breach. No acceptance of Services or payment to Contractor shall be deemed to be other than on account of the earliest installment of the amounts due under this Agreement, nor shall any endorsement or statement on any check, or any letter accompanying any check, wire transfer or other payment, be deemed an accord and satisfaction. City may accept services or make payment without prejudice to its rights under this Agreement or pursue any remedy provided in this Agreement or provided otherwise by law or equity.

SECTION IXX

Minimum Insurance Requirements

Contractor shall be adequately insured and carry liability, workers compensation, automobile insurance and professional liability for injury to its employees and others incurring loss or injury as a result of the acts of Contractor or its employees. In accordance with City ordinances, Contractor shall be required to hold the following minimum insurance coverage throughout the duration of this agreement:

B. Comprehensive General Liability

1. Bodily Injury $250,000 each person $500,000 each occurrence

or $500,000 combined single limits

C. Comprehensive Auto Liability

1. Bodily Injury $100,000 each person $500,000 each occurrence

D. Professional Liability

1. Professional $1,000,000 per claim and in the aggregate

E. Evidence of the above insurance coverage is attached as Exhibit “B” and the City of Edinburg shall be listed as an additional insured.

F. If at any time and for any reason Contractor fails to provide, maintain, keep in force and effect, or deliver to the City proof of, any of the insurance required and such failure continues for ten (10) days after Notice thereof from City to Contractor, City may, but shall have no obligation to, procure single interest insurance for such risks covering City (or, if no more expensive, the insurance required by this Agreement), and Contractor shall, within ten (10) days following City’s demand and Notice, pay and reimburse City therefor with interest at Prime Rate plus 2%, the Prime Rate being that in place on the date of Notice, from the date of payment by the City until repayment of City in full by Contractor.

G. With respect to each and every one of the insurance policies required to be obtained, kept, or maintained under the terms of this Agreement, on or before the date on which each such policy is required to be first obtained and at least fifteen (15) days before the expiration of any policy required hereunder previously obtained, Contractor shall deliver evidence reasonably acceptable to City showing that such insurance is in full force and effect.

H. Contractor hereby agrees as follows:

1. To punctually pay or cause to be paid all premiums and other sums payable under each insurance policy required to be obtained, kept, and maintained pursuant to this Lease;

2. To maintain in full force and effect the policies required to be carried to the extent so required to be carried pursuant to the terms hereof;

3. To ensure that all Casualty Proceeds are paid to the Party entitled to receive same;

4. Not, at any time, to take any action (or omit to take action) which action (or omission) would cause any insurance policies required to be obtained, kept, and maintained under this Lease to become void, voidable, unenforceable, suspended, or impaired in whole or in part or which would otherwise cause any sum paid out under any such insurance policy to become repayable in whole or in part; and

Promptly deliver Notice to City of any facts or circumstances of which it is aware which, if not disclosed to its insurers or re-insurers, is likely to affect adversely the nature or extent of the coverage to be provided under any insurance policy required hereunder.

SECTION XX

Representations and Warranties

1. Insurance Benefit Consultant represent that they are duly licensed to perform the services under this Agreement and that they will continue to maintain all licenses and approvals required to conduct business.

2. Insurance Benefit Consultant warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for Insurance Benefit Consultant, to solicit or secure this Agreement and that they have not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for Insurance Benefit Consultant, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. In the event of a breach or violation of this provision by Insurance Benefit Consultant, the City shall have the right to terminate the Agreement and to recover, the full amount of such fee, commission, percentage, gift, or consideration.

3. In the conduct of the services under this Agreement, Insurance Benefit Consultant shall comply in all material respects with all applicable federal and state laws and regulations and all applicable county and City ordinances and regulations.

SECTION XXI

Ethics and Conflicts of Interest

1. Insurance Benefit Consultant represent that they have not given or accepted a kickback in relation to this Agreement and have not solicited this Agreement by payment or acceptance of a gratuity or offer of employment.

2. Insurance Benefit Consultant represents that they have not solicited this contract by payment of a gift or gratuity or offer of employment to any official, employee of the City or any City agency or selection committee.

3. Insurance Benefit Consultant represents that they did not employ, directly or indirectly, the mayor, members of the city council or any official, department director, head of any City agency, or member of any board, committee or agency of the City.

4. Insurance Benefit Consultant represent that they have not knowingly given, directly or indirectly, any gift with a value greater than $100 in the aggregate in any calendar year to the mayor, members of the city council, any department director or head of any city agency, any employee of the city or any city agency, or any member of a board that provides regulation, oversight, management or policy-setting recommendations regarding Insurance Benefit Consultant or its business.

5. Insurance Benefit Consultant represent that they presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with its performance under this Agreement. Insurance Benefit Consultant further represents that no person having any interest shall be employed or engaged by it for said Services.

6. Insurance Benefit Consultant, its officers, personnel, subsidiaries and subcontractors shall not have or hold any continuing or frequently recurring employment, contractual relationship, business association or other circumstance which may influence or appear to influence Insurance Benefit Consultant's exercise of judgment or quality of the Services being provided under this Agreement. Insurance Benefit Consultant, their officers, personnel, subsidiaries and subcontractors shall not perform consulting work for any third party that would in any way be in conflict with the Services to be provided to the City under this Agreement.

EXECUTED by the parties in triplicate originals on this _____ day of ________, 2024.

CITY OF EDINBURG:

ATTEST:

BY: _

Clarice Balderas, City Secretary

APPROVED AS TO FORM:

JOSEPHINE R. SOLIS, CITY ATTORNEY

BY:

Josephine R. Solis City Attorney

Insurance Benefit Consultant

BY: ____

Company Name Insurance Benefit Consultant Company Address City, State, Zip Contact Number Email Address