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HomeMy WebLinkAbout2013-074 Contract - Beecher Carlson Insurance Contract for Risk Management Advisor CITY OF CONSULTANT: Beecher Carlson Insurance Agency, LLC ASHLAND CONTACT: Mike Mastroni, Branch Manager 20 East Main Street Ashland, Oregon 97520 ADDRESS: 707 Murphy Road, Medford, OR 97504 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: 541-772-1111, Direct 541-494-2651 DATE AGREEMENT PREPARED: 02/25/2013 FAX: 541-772-3785 BEGINNING DATE:. March 4, 2013 COMPLETION DATE: March 3, 2015 COMPENSATION: $35,525.00 (FY 2013-2014 $17,500 and FY 2014-2015 $18,025) SERVICES TO BE PROVIDED: Risk Management Advisory Services per the Request for Proposal (RFP) released on 12/28/2012. Contract approved b Council on February 19, 2013. ADDITIONAL TERMS: This contract may be extended annually for up to three additional years for a maximum term of five 5 ears. FINDINGS: Pursuant to AMC 2.50.120, after reasonable inquiry and evaluation, the undersigned Department Head finds and determines that: (1) the services to be acquired are personal services; (2) the City does not have adequate personnel nor resources to perform the services; (3) the statement of work represents the department's plan for utilization of such personal services; (4) the undersigned consultant has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints provided; (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable. NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as follows: 1. Findings / Recitations. The findings and recitations set forth above are true and correct and are incorporated herein by this reference. 2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such service. 3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel assigned to the work required under this contract are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated above and complete the service by the completion date indicated above. 5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. 6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of City. 7. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract. 8. Living Wage Requirements: If the amount of this contract is $19,494 or more, Consultant is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any Subcontractor who performs 50% or more of the service work under this contract. Consultant is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 9. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform work or services attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 10. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered b certified mail or in person. RFP - Risk Management Advisor, Page t of 5 C. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this contract. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this contract if Consultant fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section. Consultant shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Consultant for work performed prior to the termination date if such work was performed in accordance with the Contract. 11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City. Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to this contract. Consultant is a subject employer that will comply with ORS 656.017. 12. Assignment and Subcontracts: Consultant shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 13. Default. The Consultant shall be in default of this agreement if Consultant: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 14. Insurance. Consultant shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. _ Professional Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000,$2,000,000 or Not Applicable for each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract. C. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. e. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s) to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name The City of Ashland Oregon, and its RFP - Risk Management Advisor, Page 2 of 5 elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only with respect to Consultant's services to be provided under this Contract. The consultant's insurance is primary and rion-contributory. As evidence of the insurance coverages required by this Contract, the Consultant shall furnish acceptable insurance certificates prior to commencing work under this contract. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self- insurance. 15. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Consultant that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the . District of Oregon filed in Jackson County, Oregon. Consultant, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 16. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT; AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. i 17. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consultant. Certification. Consultant shall sign the certification attached hereto as Exhibit A and herein incorporated b reference. onsu nt/ - Ci of Ashland By gy Sig ature bkpartment Head ~l~hlt~ ~rAA~-I~D'Y1L ~AJ6 tLl4r~r~E~R Print Name Print Name bydnek mwgt f 'J U113 Title -)fie W-9 One copy of a W-9 is to be submitted with .1-12 the signed contract. Purchase Order No. RFP - Risk Management Advisor, Page 3 of 5 EXHIBIT D-A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: (1) 1 carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. ~L (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. ~L (5) Labor or services are performed for two or more different persons within a period of one year. ✓ (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. 31~+laoj_3 Contractor (Date) RFP - Risk Management Advisor, Page 4 of 5 CONSULTING FEE AGREEMENT PREPARED FOR . City of Ashland PREPARED BY BEECHE ARLSON t:,vvnce Agcrx. 11C I'asslon. Innovation. Accourrtobility. 220 NW 2' Ave Ste 800 Portland OR 97209 (503)222-1831 Phone (503)274-0323 Fax March 27, 2013 STANDARDS AND ETHICS We know that your selection of us as your broker is a statement of your trust in us to "Do the right thing. Every time. Period." We are committed to the highest standards of legal and ethical business conduct. The foundation of this Is our Code of Ethics, but many of our standards go beyond legal requirements. This Is not something that our employees are simply trained on once a year... we put them to use daily on your behalf. How do we do this? It is really not that hard. We place the interest of our clients ahead of all other interests. We make a diligent effort to learn your needs, business objectives, and circumstances before offering products and services. We take all steps possible to determine the accuracy of Information and data used to support our requests for services. We disclose to you the relevant facts, considerations, costs, and risks necessary for an informed decision on your part. We maintain the highest levels of professionalism by requiring our employees to meet high standards of professional ethics, to act with honesty, integrity, fairness, diligence, and skill In all that they do. We ensure our employees maintain the required licenses and continually keep their skills updated via continuing education each year. Our Compliance Committee meets regularly to set policy, analyze data, perform audits, and review work product to ensure high standards are met. The committee works closely with the DCBS and other regulatory agencies. Our automated systems distribute compliance related policies annually and require employees to sign off on each policy and complete a test showing their understanding of our standards and expectations. I I CONSULTING FEE AGREEMENT General Beecher Carlson Insurance Agency LLC (hereinafter Consultant) in consideration for providing services shall receive a fee directly from City of Ashland (hereinafter Client). This Agreement is not an Agent of Record letter, an authorization letter, or a proposal of services. Term This agreement shall be in effect for the period of March 1, 2013 to March 1, 2015. This agreement shall remain in effect during this term unless 30 (thirty) days written notice of termination is given by either party to the other. Fee Amount Client agrees to compensate Consultant in the amount of $35,525. If combining Property/Casualty and Employee Benefit services under one fee, please indicate allocation between both services: $ Property & Casualty $ Employee Benefits If multi-year term, fee schedule as follows: 2013/14 Term $17,500 Amount 2014/15 Term $18,025 Amount ® 3% Escalation Clause included on multi-year agreements. Payment Terms The Fee Amount shall be paid directly to Consultant by Client. The payments shall be made as follows: ® Annually, beginning March 1, 2013 and March 1, 2014r ❑ Other beginning and CONSULTING FEE AGREEMENT - 2 Scone of Services The fee shall be in consideration for the following insurance services ❑ Employee Benefit Program ❑ 401(k) Administration ❑ Medical Accident ❑ ADBD ❑ Pharmacy Mgr/Prescription Drug ❑ COBRA Administration ❑ Section 125/FSAAdministration ❑ Dental ❑ Short-Term Disability ❑ Employee Assistance Program ❑ Special Risk ❑ Life ❑ Travel Accident ❑ Long Term Care ❑ Vision ❑ Long Term Disability ❑ Other ❑ Medical ® Property and Casualty Insurance Program ❑ Aviation ® Inland Marine ® Boiler & Machinery ® Liquor Liability ❑ Builders Risk/Course of Construction ❑ Ocean Marine ® Commercial Autolrrucking/Garage ❑ Pollution Liability ® Commercial Property ® Professional Liability ® Crime ❑ Special Events ® Directors & Officers Liability ❑ Surety/Bond ® Earthquake/DIC ® Umbrella/Excess Liability ® Employment Practices Liability ® Watercraft ❑ Fiduciary Liability ❑ Workers Compensation ❑ Flood ❑ Excess Workers Compensation ❑ Foreign/International ❑ Wrap Ups/Special Projects ® General Liability ❑ Other ❑ Hull/Protection & Indemnity This agreement does not alter, void, terminate, or rescind any agreement that may be In effect between Client and Consultant for insurance needs not marked in this Scope of Services section. Additional Comments: Fee is for the consulting on the administration of the Insured's direct placement of Insurance with City County Insurance Services. Coverage lines where Beecher Carlson places the coverage (to, Avlaton, Workers Compensation) and therefore receives commission Is not Included within the scope of this agreement. CONSULTING FEE AGREEMENT 3 Services- Employee Benefits Consultant will provide the following marked services under the terms of this agreement. ❑ Determine employee benefit plan objectives and goals ❑ Annual Service Calendar ❑ Comprehensive review and evaluation of benefit program including plan design, contract provisions, funding methods, and cost analysis ❑ Brokering plans, including request for proposal (RFP) and proposal analysis report ❑ Premium rate and fee negotiations ❑ Underwrite carrier renewal rating ❑ Project benefit plan costs including claims, administrative expenses, and reserve liabilities ❑ Develop budget and COBRA rates for self-insured plans ❑ Routine claim experience reporting ❑ Annual benefit plan review including cost comparisons and retention ❑ Assist in collective bargaining negotiations ❑ Organize and assist with employee enrollment meetings ❑ Assist in the creation of open enrollment presentation materials ❑ Verify and process contracts, amendments, and statement of plan benefits ❑ Assistance with government compliance requirements, Including ERISA reporting and disclosure ❑ Daily assistance with administrative problems (claims disputes, billings, etc.) ❑ Annual Report ❑ Other CONSULTING FEE AGREEMENT 4 Services- Property and Casualty _ Consultant will provide the following marked services under the terms of this agreement. ❑ Comprehensive review and evaluation of property and casualty insurance program ❑ Daily maintenance and service of property and casually insurance program (coverage modifications, audit disputes, premium billings, etc.). ' I Aggressive marketing and premium negotiation Annual Service Calendar ❑ Other Claims & Risk Management: Claim Review -Workers' Compensation ® Claim Review - Property and Liability j Employment Practices consultative services ® Safety Committees - Review and training ® Fleet Management - Review and training Elements connection © Provide safety tools as needed ❑ Other I Signatures City of Ashland by J t. Client Signature 4 I Client Name and Title Date I n ; r C s Trance Agency LLC by Co sui~ant Si a r ~v~,` 3 ~R 201 C It CN i nd Title Dad epart nent M nager Date State Law requires contracts to be signed prior to the contract effective date. CONSULTING FEE AGREEMENT 5 Page 1 / 1 CITY OF CITY RECD; ;DEER W. ASHLAND DATE PO NUMBER 20 E MAIN ST. 3/25/2013 11499 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 013898 SHIP TO: Ashland Finance Deartment BEECHER CARLSON,INSURANCE (541) 488-5300 LOCKBOX # 79084 20 E MAIN STREET 3440 FLAIR DR ASHLAND, OR 97520 EL MONTE, CA 91731 FOB Point: Req. No.: Terms: Net Dept.: Req. Del. Date: contact: Lee Tuneberq/Sharlene Stephens Special Inst: Confirming? No Quantity - Unit Description Unit Price Ext. Price Risk Managment Advisory Services 17,500.00 Contract approved by Council 02/19/2013 FY 2013-2014 $17,500 Contract for Risk Mqmt Advisory Services Beqinninq date: March 4, 2013 Completion date: March 3, 2015 Contract may be extended annually for up to three additional years for a maximum term of five years. SUBTOTAL 17 500.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 17,500.00 ASHLAND, OR 97520 Account Number ' Project Number Amount Account Number Project Number Amount E 720.03.00.00.60410 17,500.00 3 Author ed Signature VENDOR COPY ,FORM #3 CITY OF ASHLAND e i 7t» a t 3L9C r i ~Iu£'t' REQUISITION Date of request: Required date for delivery: Vendor Name ,-(r t Address, City, State, Zip Contact Name & Telephone Number Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding - ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached ❑ Small Procurement Cooperative Procurement Less than $5.000 Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: ;w911,3 Contract # ❑ VerbalM/rilten quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract $5,000 to $100,000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5.000 to $75,000 ❑ Form #g, Request for Approval ❑ Agency ❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3) Written proposals attached Date approved by Council: (Date) ❑ Form #4, Personal Services $5K to $75K Valid until: Date Description of SERVICES Total Cost ~ ~2~ rn•`s= s~~!v~.so-~~bj~~F-vim z~,~J t~S~ :?-d r 3 - 2 n ~ Item # Quantity Unit Description of MATERIALS Unit Price Total Cost .TOTAL COST ❑ Per attached quotelproposal $ Project Number AccountNumber7Zo• 03a0 - Oo 60011.) Account Number - Account Number *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support -Yes /No By signing this requisition form, I certify that the City's public contracting requirements have been satisfied. Employee Signature: Department Head Signature: (Equalto orgreaterthan$ 0) City Administrator: ~a... (Equal to or greater than $25,000) Funds appropriated for current fiscal year. NO Finance Director- (equal to orgreatertnan $5,000) Date Comments: Form #3 - Requisition