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HomeMy WebLinkAboutKeenan & Associates; 2011-12-23;AGREEMENT FOR BENEFIT BROKER/CONSULTING SERVICES KEENAN & ASSOCIATES THIS AGREEMENT is made and entered into as of the <3J^ day of r>^C€^eY\h<W^ 20 (I, but effective as of the 1st day of August, 2011, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Kennan & Associates, a Corporation, ("Contractor"). RECITALS A. City requires the professional sen/ices of a broker/benefits consultant that is experienced in all of the necessary professional services for the on-going review of the City's benefit programs. B. Contractor has the necessary experience in providing professional services and advice related to employee benefits. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof in an amount not to exceed eighty-seven thousand dollars ($87,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version 5/12/11 5. COMPENSATION It is expressly understood by and between the City and Contractor that the Services to be performed under this three year Agreement and the compensation for the Services are subject to funds being annually appropriated and authorized by the Carlsbad City Council for said Services and compensation. The City's obligations and the Contractor's obligations under this multi-year Agreement are as follows: A. The total fee payable for the Services to be performed during the initial three year term shall not exceed eighty-seven thousand dollars ($87,000) per year. Funds available for performance of Services for the first year of the Agreement are sufficient for the performance of the first year only. For subsequent Agreement years 2 and 3 additional annual appropriations of funds will be required. When additional funds are available for the full performance of Services for the subsequent year the City IVIanager or designee shall notify Contractor, in writing, that the subsequent year funds have been appropriated. This procedure shall apply for each successive year. B. The City is not obligated to the Contractor for any amount over the specified per year not to exceed amount unless this Agreement has first been amended in writing and the basis for the increase amount is stated therein. C. The Contractor is not obligated to incur costs for the performance of work required for any subsequent year unless and until written notification is received from the City IVIanager or designee of the availability of funds. D. If annual appropriations are not made the contract may be terminated pursuant to this section and Section 20 "Termination." E. Contractor's Broker/Consulting services shall be billed at the annual rate of fifty-nine thousand five hundred dollars ($59,500) for each of the three years ("Annual Rate"), payable semi-annually in installments of $29,750.00. F. If the parties amend the Agreement to extend it for two (2) additional one (1) year periods, the Annual Rate shall increase by two percent (2%) per year. G. The Parties acknowledge that additional expenses may apply if additional resources are required for special projects outside the scope of those Contractor responsibilities outlined in Exhibit "A." In the event that special projects are required, the Parties will amend this Agreement, in writing, to account for the special project and fees for the special project(s). H. Contractor will also be compensated by accepting the current commission schedule from the City's benefit providers. Within thirty (30) days after commencement of this Agreement or any extension of it, Contractor will disclose to the City in writing all current commissions. Contractor will also disclose in writing any changes in the commissions within 30 days after the change occurs. The City reserves the right, after receipt of a disclosure, to renegotiate Contractor's compensation, including, but not limited to, placing a percentage of Contractor's compensation at risk under a performance guarantee. Any breach of this Agreement will relieve City from the obligation to pay Contractor, after City gives reasonable time to correct breach. I. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Contractor's Performance Guarantee is outlined in Exhibit "B". J. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A", subject to Performance Guarantee in Exhibit "B". City Attorney Approved Version 5/12/11 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and In pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:Vir'. OR City Attorney Approved Version 5/12/11 with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. I I If box is checked, Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 Should any of the above described policies be canceled before the expiration date thereof, notice will be delivered to the City in accordance with policy provisions of the insurer providing notice to the insured. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to City Attorney Approved Version 5/12/11 obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Debbie Porter Name Steve Gedestad Title Sr. Management Analyst Title Executive Vice President Department Human Resources Address 2355 Crenshaw Blvd, Suite 200 Citv of Carlsbad Torrance, CA 90501 Address 1635 Faraday Ave Phone No. (310)212-0363 Carlsbad, CA 92008 Phone No. (760) 602-2441 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 5/12/11 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fon/varded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 5/12/11 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 5/12/11 26, AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California ' (print name/title) By: /tecity Manager.oiU^ayef or Division DireqtoPgB'AA'''/, /?SSr. as authorized by the City Managef!^'^.. - : -;-..p ATTEST: City Managef^e--^^ ^ (sign here) D^ 'O A "bcr^i Cfhir^ V c^i'Ls^ (print name/title) LORRAINE M. WOOD City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD Rr-B^iH=^City Attorney BY: _ i^s'sistant City Attorney City Attorney Approved Version 5/12/11 EXHIBIT "A" SCOPE OF SERVICES Contractor's responsibilities will include the following accomplishments: • Provide COBRA Administration support for all COBRA-eligible benefits via vender management of a third party administrator. Support includes COBRA services implementation, vendor communications and issue resolution, and coordination of eligibility and premium payments. • Provide Retiree Billing support excluding medical benefit via vendor management of a third party administrator. Support includes Retiree Billing implementation, vendor communications and issue resolution, and coordination of eligibility and premium payments. • Provide Benefits Administration including benefits enrollments, eligibility, changes, vendor billing and invoice reconciliation for first six months of initial contract, or until City of Carlsbad HCMS implementation includes electronic benefits eligibility functionality, whichever is longer. • Assist in any special projects related to employee benefits including implementing employee self-service benefits administration and electronic billing and reconciliation • Implement the City employees onto employee portal, Personal Choices to supplement in-house City services. • Assist in developing long-range employee benefit goals and strategies for the City. • Assist in administering group insurance plans, settling disputes and other issues with carriers, analyzing the effectiveness of programs and offering creative solutions to problems. Monitor ongoing contracts, including plan administration, provider compliance with contracts, booklets and employee education materials. • Respond promptly and accurately to questions from City representatives and employees. • Assist with compliance with applicable laws and regulations; advising City staff of changes in the laws and recommending solutions. City Attorney Approved Version 5/12/11 Act as a broker/consultant on related issues such as IRS §125 and related discrimination testing, COBRA, Health Insurance Portability and Accountability Act (HIPAA), Medicare, Family and Medical Leave Act (FMLA), California Family Rights Act (CFRA), Americans with Disabilities Act (ADA), Health Care Reform and GASB. Review and analyze claims experience data, claims service, efficiency and accuracy of claims administration to ensure that the City is receiving optimum service and benefit from all carriers and vendors. Provide legislative and regulatory updates and review Summary Plan and Evidence of Coverage documents to ensure the provisions the City applied and contracted for are correctly included and that compliance disclosures have been incorporated into the documents. Create and review plan documents, as needed. Determine and recommend the most economical and efficient funding methods for various benefit programs. Develop alternative funding and design options. Apprise the City benefits representatives of local and national benefit trends, innovative ideas and recommend new products, programs and services to ensure a competitive benefits program. Provide access to sample benefit forms and policies. Provide annual review and summary of employee benefits including analysis of the quality of benefits provided, cost effectiveness, competitiveness, recommendations, etc. Additional reviews throughout program years as necessary. Meet with and provide reports and updates to City representatives as needed. Provide estimates of renewal rates to assist the City in forecasting and budgeting. Represent the City in all negotiations with providers on all issues, including those related to premiums, service, benefit levels, plan design, special terms and conditions, etc. Negotiate all rate renewals and changes and additions to contracts. Solicit bids from insurance markets which specialize in group insurance plans. Evaluate bids and bidders, include claims procedures, abilities, experience and history, service, financial policies and stability, and identifying the most beneficial package for the City's needs. Assist with the creation, printing and implementation of communication materials (pamphlets, brochures, presentations, etc.) for new or changed programs, including materials for Open Enrollment and Health Fairs. City Attorney Approved Version 5/12/11 10 Attend Open Enrollment meetings and Health Fairs, and provide enrollment support as needed. o Coordinate all enrollment meetings o Assist in development of the enrollment materials o Assist with processing enrolment and change forms o Inform and train City staff on benefit changes o Verify carrier plan changes for open enrollment Identify, investigate, analyze and implement efficiency measures such as employer partnerships, electronic benefits administration, and other concepts that have the effect of reducing the cost associated with employee benefit programs without reducing services to employees. Provide sample policies in the area of Integrated Disability Management and/or Return to Work Practices. Support Implementation of such policies and practices. Research and recommend potential Absence Management Services. Meet with employee associations. City management, City Council or other entity as necessary. Assist with development and delivery of benefit training / workshops / focus groups for employees. Analyze wellness needs of the City and propose a comprehensive incremental wellness plan that can be implemented through Keenan. The City will have the option of choosing the level of service according to the cost of the proposal. City Attorney Approved Version 5/12/11 11 EXHIBIT "B" PERFORMANCE GUARANTEE Payment to CITY in the amount of up to 10% of contract amount or $5950 in the event CONTRACTOR does not provide services in accordance with CITY'S expectation based on the following scale: Score Penalty 2.5-2.99 2% 2.0-2.49 5% 1.5-1.99 7% Less than 1.5 10% 0 - Not Applicable 1 - Unacceptable 2 - Needs improvement 3 - Satisfactory 4 - Above average 5 - Exceeds expectations • Provide Consvilting assistance to the City • • • • • • • Review and analyze claims experience data. • • • • • • • Provide an annual review and summary of employee benefits including analysis of cost effectiveness, competitiveness and recommendations • • • • • • • Provide an estimate of renewal rates to assist the City in forecasting and budgeting. • • • • • • • Develop, solicit, and review bids for alternative employee benefit plans • • • • • • • Recommend alternative plan designs, funding and cost containment measures • • • • • • • Provide plan design modeling to show cost differentials • • • • • • • Assist the City with renewal analysis, review and carrier negotiations • • • • • • • Assist in administering group insurance plans, settling disputes and other issues with carriers. • • • • • • • Review existing service provider contracts and recommend improvements • • • • • • 12 City Attorney Approved Version 5/12/11 • Review plan contracts and • • • • • • amendments for accuracy prior to delivery to the City • Review the carrier's administration and • • • • • • forms and train City Benefits staff for each plan • Responding promptly and accurately • • • • • • to questions • Assisting with the creation and • • • • • • implementation of communication materials (pamphlets, brochures, presentations, etc.) for new or changed programs, including materials for Open Enrollment and Health Fairs. • Attending Open Enrollment meetings • • • • • • and Health Fairs, and providing enrollment support as needed. • Assist the City to develop and • • • • • • implement a long term strategic benefits plan • Sponsor Client forums, seminars • • • • • • and/or Webinars on group benefit issues to assist City staff in meeting compliance • Provide monthly written updates • • • • • • regarding pending legislation and regulatory implementation associated with current and future group benefit programs • Apprising the City benefits • • • • • • representatives of local and national benefit trends, innovative ideas and recommending new products. programs and services to ensure a competitive benefits program. • Serve as a resource for Ad Hoc • • • • • • Projects Laurie LoFranco • • • • • • Ju Anderson • • • • • • Yvette Jenkins • • • • • • Comments: 13 City Attorney Approved Version 5/12/11