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HomeMy WebLinkAbout1995-09-12; City Council; Resolution 95-255\e ;I e e L 1 2 3 RESOLUTION NO. 95-255 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT FOR HUMAN RESOURCES CONSULTING SERVICES. 4 5 WHEREAS, the City Council has determined that it is desirablc 6 7 8 and necessary to retain professional group benefits consulting services. 9 NOW, THEREFORE, BE IT RESOLVED by the City Council of the lo 11 City of Carlsbad, California, as follows: 1. That the above recitation is true and correct. 12 13 2. That the City Council approves the attached agreement l4 (Attachment A) authorizing the retention of Towers Perrin as an I.5 11 employee benefits consultant. 16 I1 17 /I/ 18 /// 191 Ill 20 21 /I/ 2211 111 2311 lll 24 25 26 27 Ill 28 L L 1 2 0 e 3. That funds are available in the Human Resources 3 4 Department budget for fiscal year 1995-96. 5 6 Of SEPTEMBER , 1995, by the following Vote, to Wit: 7 PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, on the 12th day 8 9 10 11 12 AYES: Council Members Lewis, Nygaard, Kulchin, Finnila, Hall NOES: None ABSENT: None l3 II 14 15 16 17 18 ATTEST: 19 I 20 22 21 2 ALETHA L. RAUTENKRANZ, City Clerk 23 I1 (SEAL) 24 25 26 27 28 - a 0 LA& .LL.L"ILLIYLI L LA 'L AGREEMENT THIS AGREEMENT, made and entered into as of the first day of JI 1995, by and between the CITY OF CARLSBAD, a municipal corporati hereinafter referred to as "City", and Towers Perrin, hereinafter refer to as "Contractor." RECITALS City requires the services of Contractor to provide the necessary professional services for the review of the City's group benefits progrl and Contractor possesses the necessary skills and qualifications provide the services required by the City; NOW, THEREFORE, in consideration' of these recitals and the mL covenants contained herein, City and Contractor agree as follows: 1. CONTRACTOR'S OBLIGATIONS a. Contractor will examine the specific elements of the C group benefits program, including: - Funding (i.e., funding of reserves, etc.) - Plan design - Cost-containment initiatives - Eligibility provisions . ' 1 : I ". rev.€ , .;. c <,,': - 0 0 L - Flexible benefits - Claims administration - HMO/prepaid plan strategy - Retiree coverage - Wellness - Employee communications b. Contractors' responsibilities will include the followir accomplishments: - Meet with City Human Resources staff and bargainir unit representatives to review overall philosophy funding, plan design, employee(er) contribution employee relations, etc. - Gather necessary data from the City and insuranc carriers. - Evaluate current arrangements. - Develop alternative funding and design options. - Prepare recommendations. c. Contractors will address the following specific issues: - Should the City continue its current minimum premii arrangement with present insurance? 2 I.;;' rev.6/1/ ,.. ..- a 0 i - What alternative funding arrangements are available at- how do their costs compare with your eurrer arrangement? - Should the funding method include some type of ric transfer, such as specific and aggregate stop-loss? - What type of plan changes would be appropriate in vie of your employee relations environment? - What plan design incentives would encourage employe to use your program more cost-effectively? - Should the deductible and coinsurance features modified? - Should eligibility provisions be modified? - What level of employee contribution is appropriate? - What analytical data on plan utilization will be availal to assist you in establishing cost-containme priorities? - Is your current Preferred Provider Organization (PF currently providing effective discounts? - Are your current Long-Term Disability (LTD) and s leave programs operating cost-effectively? 3 rev.6/1 ,. . 0 e . - How will current legislation affect your employe benefit program? - Does a flexible spending account for flexible benefi make sense for the City? - How can employee communications be designed improve employee understanding and appreciation of yo plans to enhance cost-effectiveness as well? - Are the rates of the current voluntary life and Accideni Death and Dismemberment (AD&D) program competitive 2. CITY OBLIGATIONS The City shall provide any documents that are necessary f Contractor to complete their scope of work. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) days aft receipt of notification to proceed by the City and be completed within : days of that date. Extensions of time may be granted if requested by tl Contractor and agreed to in writing by the Human Resources Director. Tt Human Resources Director will give allowance for documented a1 substantiated unforeseeable and unavoidable delays not caused by a lac 4 rev.6/1/ ,.<,.'!A. .. e 0 L of foresight on the part of the Contractor, or delays caused by Cii inaction ,or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The amount to be paid by the City to Contractor for service rendered under the provisions of this agreement shall be in accordanc with the following: a. Contractor will be paid for its services rendered pursuant t this agreement on an hourly basis at the hourly rates set for below: Actuary (contractor) $250 Contractor $200 Contractor $1 60 Actuarial Specialist $1 25 Secretarial $85 Contractor will also be reimbursed for out-of-pocket expense incurred in connection with performance of this agreement i approved by the Human Resources Director. b. Payments will be made by the City upon monthly billings to t submitted by contractor documenting hours spent on th project and reimbursable costs. 5 rev.6/1/! , .,-: . ! - . .. 0 e i c. Contractor adjusts the hourly rate of its consultants and othc staff members on an annual basis. The hourly rates outline above will be subject to change on July I of each year of tk agreement. Contractor may also require other Towers Perr contractors (other than those mentioned above) to perforl services for the City. Their hourly rates will be negotiate with the City before any work is started. d. Contractor shall submit monthly billings to the City. The City reserves the right to withhold a ten percent (10%) retentic until the project has been accepted by the City. incremental payments, if applicable, should be made as outlined attached Exhibit "A." 5. DURATION OF CONTRACT This agreement shall extend for a period of one year from da thereof. The contract may be extended by the City Manager for thrc additional one (1) year periods or parts thereof, based upon a review satisfactory performance and the City's needs. The parties shall prepa extensions in writing indicating effective date and length of the extendc contract. I 6 rev.6/1/! *.:, ..." * ,, W i 6. PAYMENT OF FEES Payment of fees shall be upon delivery of services rendered. ' 7. FINAL SUBMISSIONS Within fifteen (15) days of completion and approval of the Hum Resources Director the Contractor shall deliver the, required work to . City. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by 1 Contractor or the City, and informal consultations with the other pa indicate that a change in the conditions of the contract is warranted, 1 Contractor or the City may request a change in contract. Such chanc shall be processed by the City in the following manner: A letter outlini the required changes shall be forwarded to the City by Contractor inform them of the proposed changes along with a statement of estimal changes in charges or time schedule. A Standard Amendment to Agreeml shall be prepared by the City and approved by the City according to i procedures described in Carlsbad Municipal Code Section 3.28.172. Su Amendment to Agreement shall not render ineffective or invalid; unaffected portions of the agreement. 7 rev.6/1/ , .i. .Y ,'. w. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed retained any company or person, other than a bona fide employee worki for the Contractor, to solicit or secure this agreement, and tl Contractor has not paid or agreed to pay any company or person, other th a bona fide employee, any fee, commission, percentage, brokerage fc gift, or any other consideration contingent upon, or resulting from, i award or making of this agreement. For breach or violation of t warranty, the City ,shall have the right to annul this agreement withc liability, or, in its discretion, to deduct from the agreement price consideration, or otherwise recover, the full amount of such ff commission, percentage, brokerage fees, gift, or contingent fee. 1 0. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal la regarding nondiscrimination. 11. TERMINATION OF CONTRACT In the event of the Contractor's failure to prosecute, deliver, perform the work as provided for in this contract, the City may termini this contract for no'nperformance by notifying the Contractor by certifi mail of the termination of the contractor. The Contractor, thereupon,. h five (5) working days to deliver said documents owned by the City and a ,,I .. rev.6/1/ ,a \ w - work in progress to the Human Resources Director.. The Human Resourc Director shall make a determination of fact based upon the docume delivered to City of the percentage of work which the Contractor b performed which is usable and of worth to the City in having the contr completed. Based upon that finding as reported to the City Manager, Manager shall determine the final payment of the contract. This agreement may be terminated by either party upon tender thirty (30) .days written notice to the other party. In the event of SL suspension or termination, upon request of the City, the Contractor sk assemble the work product and put same in order for proper filing a closing and deliver said product to City. In the event of termination, t Contractor shall be paid for work performed to the termination da however, the total shall not exceed the lump sum fee payable unc paragraph 4. The City shall make the final determination as to t portions of tasks completed and the compensation to be made. 12. DISPUTES If a dispute should arise regarding the performance of work unc this agreement, the following procedure shall be used to resolve a question of fact or interpretation not otherwise settled by agreeme between parties. Such questions, if they become identified as a part of dispute among persons operating under the provisions of this contra1 9 ’~, I. rov.6/1 I - '0 w shall be reduced to writing by the principal of the Contractor or the Hum; Resources Director. A copy of such documented dispute shall be forwardt to both parties involved along with recommended methods of resolutic which would be of benefit to both parties. The Human Resources Direct or principal receiving the letter shall reply to the letter along with recommended method of resolution within ten (IO) days. If the resolutic thus obtained is unsatisfactory to the aggrieved party, a letter outlinir the dispute shall be forwarded to the City Council for their resolutic through the Office of the City Manager. The City Council may then opt consider the directed solution to the problem. In such cases, the action the City Council shall be binding upon the parties involved, althouc nothing in this procedure shall prohibit the parties seeking remedic available to them at law. 13. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein i Contractor's own way as an independent contractor and in pursuit ( Contractor's independent calling, and. not as an employee of the Cit; Contractor shall be under control of the City only as to the result to k accomplished, but shall consult with the City as provided for in tt- request for proposal. The persons used by the Contractor to provic 10 rev.6/1/! I* - a e w L services under this agreement shall not be considered employees of tl Cjty for any purposes whatsoever, The Contract0.r is an independent contractor of the City. TI payment made to the Contractor pursuant to the contract shall be the f and complete compensation to which the Contractor is entitled. The C shall not make any federal or state tax withholdings on behalf of tl Contractor or his/her employees or subcontractors. The City shall not I required to pay any workers' compensation insurance or unemployme contributions on behalf of the Contractor or his/her employees subcontractors. The Contractor agrees to indemnify the City within : days for any tax, retirement contribution, social security, overtin payment, unemployment payment or workers' compensation payment whic the City may be required to make on behalf of the Contractor or a1 employee or subcontractor of the Contractor for work done under th agreement or such indemnification amount may be deducted by the Ci from any balance owing to the Contractor. The Contractor shall be aware of the requirements of tt Immigration Reform and Control Act of 1986 and shall comply with tho: requirements, including, but not limited to, verifying the eligibility f 11 rev.6/1/! ,",,." m - b employment of all agents, employees, subcontractors and Consultants tk are included in this agreement. 14. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all drawings and specifications conform to all applicable requirements of law: federal, state and loci Contractor shall provide all necessary supporting documents, to be fill with any agencies whose approval is necessary. The City will provide copies of the approved plans to any 0th agencies. 15. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specificatiol as herein required are the property of the City, whether the work f which they are made be executed or not. In the event this contract terminated, all documents, plans, specifications, drawings, reports, a1 studies shall be delivered forthwith to the City. Contractor shall have t right to make one (1) copy of the plans for hidher records. 1 6. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creatil of the work pursuant to this contract shall be vested in City and here agrees to relinquish all claims to such copyrights in favor of City. 12 rev.6/1/ ,.. -I- m ., .. 17. HOLD HARMLESS AGREEMENT The City, its elected and appointed officers and employees shall be liable for any claims, liabilities, penalties, fines, or any damage goods, properties, or effects of any person whatever; nor for perso injuries or death caused by, or resulting from, or any intentional negligent acts, errors or omissions of Contractor or Contractor's ager employees, or representatives. Furthermore, Contractor agrees to defend, indemnify, protect, a hold free and harmless the City and its elected and appointed officers i employees against any claims for damages, liabilities, penalties or fin( costs or expenses, including liabilities or claims by reason of alleg defects in any plans and specifications arising out of the conduct of . Contractor or any agent or employee, subcontractors, or others connection with the execution of the work covered by this agreeme except only for those claims arising from the sole negligence or SI willful conduct of the City, or its elected and appointed officers a employees. Furthermore, Contractor agrees to defend, indemnify, protect, a hold free and harmless the City and its elected and appointed officers a employees against any claims for damages, liabilities, penalties or fin€ 13 rev.6/11 ,.. . :- - m w. b costs or expenses, including liabilities or claims by reason of allec defects in any plans and specifications arising out. of or connected w the negligent conduct of the Contractor or any agent or employ subcontractors, or others in connection with the execution of the w covered by this agreement. Contractor's indemnification shall include any and all co: expenses, attorneys fees and liability incurred by the City, its officc agents, or employees in defending against such claims, whether the sa proceed to judgment or not. Consultant shall at its own expense, upon written request by City, defend any such suit or action brought against the City, its office agents or employees. Contractor's indemnification of City shall not limited by any prior or subsequent declaration by the Contractor. 18. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof any monies due thereunder without the prior written consent of the City 1 9. SIJBCONTRACTING If the Contractor shall subcontract any of the work to be perforrr under this contract by the Contractor, Contractor shall be fL responsible to the City for the acts and omissions of Contractc subcontractor and of the persons either directly or indirectly employed 14 , ,.., . & rev.6/1 1 .- m w c - the subcontractor, as Contractor is for the acts and omissions of perso directly employed by Contractor. Nothing contained in this contract sf create any contractual relationship between any subcontractor Contractor and the City. The Contractor shall bind every subcontrac and every subcontractor of a subcontractor by the. terms of this contr, applicable to Contractor’s work unless specifically’ noted to the contr; in the subcontract in question approved in writing by the City. 20. PROHIBITED INTEREST No official of the City who is authorized in such capacity on bet- of the City to negotiate, make, accept, or approve, or take part negotiating, making, accepting, or approving of this agreement, st become directly or indirectly interested personally in this contract or any part thereof. No officer or employee of the City who is authorized such capacity and on behalf of the City to exercise any executb supervisory, or similar functions in connection with the performance this contract shall become directly or indirectly interested personally this contract or any part thereof. 21. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, employee of the City, either before, during or after the execution of t contract, shall affect or modify any of the terms or obligations herc 15 ,I.. ;” rev.6/1 I . .* " * - contained nor entitle the Contractor to any additional payment whatsoe under the terms of this contract. 22. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmlc Agreement," all terms, conditions, and provisions hereof shall inure to i shall bind each of the parties hereto, and each of their respective he executors, administrators, successors, and assigns. 23. EFFECTIVE DATE This agreement shall be effective on and from the day and year f written above. 24. CONFLICT OF INTEREST The Contractor shall file a conflict of interest statement with City Clerk in accordance with the requirements of the City's conflict interest code. The disclosure category shall be Category 1: lnvestm and Real Property. 25. INSURANCE The Contractor shall obtain and maintain for the duration of contract and any and all amendments insurance against claims for injur to persons or damage to property which may arise out of or in connect with performance of the work hereunder by the contractor, his ager representatives, employees or subcontractors. Said insurance shall 16 ,e:. , - rev.611 - 0 w a . obtained from an insurance carrier admitted and authorized to do businc in the State of California. The insurance carrier is required to have current Best's Key Rating of not less than "A-:VI' and shall meet the Cit policy for insurance as stated in Resolution No. 91-403. A. Coveraaes - and Limits. Contractor shall maintain the types of coverages and minim1 limits indicated herein, unless a lower amount is approved by the C Attorney or City Manager: 1. Comprehensive General Liability Insurance. $1,000,0 combined single-limit per occurrence for bodily injury, personal injt and property damage. If the submitted policies contain aggregate limi general aggregate limits shall apply separately to the work under tl contract or the general aggregate shall be twice the required p occurrence limit. 2. Automobile Liability (if the use of an automobile involved for contractor's work for the City). $1,000,000 combined sing limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liabili Workers' Compensation limits as required by the Labor Code of the Sta of California and Employer's Liability limits of $1,000,000 per accide for bodily injury. 17 , .:. ,'.e rev.6/1/ - m " 4. Professional Liability. Errors and omissions liabil appropriate to the contractor's profession, with a discovery period of r less than 12 months after completion of work or termination of contra $1,000,000 per occurrence. B. Additional Provisions. Contractor shall ensure that the policies of insurance requir under this agreement contain, or are endorsed to contain, the followi provisions. 1. The City shall be named as an additional insured on policies excluding Workers' Compensation. 2. The contractor shall furnish certificates of insurance the City before commencement of work. 3. The contractor shall obtain occurrence coverac excluding Professional Liability which shall be written as claims-ma coverage. 4. This insurance shalli be in force during the life of t agreement and any extension thereof and shall not be canceled without days prior written notice to the City sent by certified mail. 5. If the contractor fails to maintain any of the insuran coverages required herein, then the City will have the option to deck the contractor in breach, or may purchase replacement insurance or p 1 (8 ,.:. ;!& rev.6111 I m w. k * the premiums that are due on existing policies in order that the requirc coverages may be maintained. The contractor is responsible for a1 payments made by the City to obtain or maintain such insurance and tl City may collect the same from the contractor or deduct the amount p; from any sums due the contractor under this agreement. 19 , .:. .-I rev.61119 I m Ir % 2 6. RESPONSIBLE PARTIES The name of -the persons who are authorized to give written noticc or to receive written notice on behalf of the City and on behalf of tt Contractor in connection with the foregoing are as follows: For City: Ann Jensen Human Resources Director 1200 Carlsbad Village Dir. Carlsbad, CA 92008 For Contractor: James K. Foreman Principal, Towers Perrin 333 Bush Street, Suite 1600 San Francisco, CA 94104 20 ,*: ." rev.6/1/9 m m b 2 7 .BUSINESS LICENSE . w Contractor shall obtain and maintain a City of Carlsbad Busine License 'for the duration of the contract. Executed by Contractor this / 534 day 49 , -7 19 7.5: CONTRACTOR: CITY OF CARLSBAD, a municir corporation of the State California "/-b w E ES QERRrd """"__"""- (name of Contractor) b' ATTEST: By: <'$** \a (dign here) """"""""__~ 31.4 t-l E- 5 I<, 4% @.E r-ld N -Le Q&Y&L&- " "" ""- (print name here) ALETHA L. RAUTENKRANZ "_"""" ru-irJc,PALjPArZNEQ ~"__- City Clerk (title and organization of signatory) (qe,\w e,~ $' ('c 1,'5 12 i kj) (Proper notarial acknowledgment of execution by Contractor must t attached.) (President or vice-president and secretary or assistant secretary mu sign for corporations. If only one officer signs, the corporation mu: attach a resolution certified by the secretary or assistant secretary undt corporate seal empowering that officer to bind the corporation.) 21 I. - rev.6/1/: c c rn b APPROVED AS TO FORM: - % RONALD R. BALL City Attorney BY Deputy City Attorney State of Califom' County of 5wt.3- ) -1 vlclb,f'/A hI(IIELL/KI bAe&L2' On s':Ah!GS K. f b RE M A h, a before me, @ere insert name and title of the officer), personally appeared - personally known to me (or proved to me on the basis of satisfactory evidence) to be the perJon+ nnme(s) iskt subscribed to the within instrument and acknowledged to me that he/- exec same in hls/Wtlreir authorized capacitg&s), and that by his/b&" signaturtdd on the instru~ person&, or the entity upon behalf oi which the personfs) acted, executed the instrument. WmsS my hand and official seal. A A,% &* - ~ A*- Signature Jh6p? 4 &A A& -I 0 <2 f2&+,7.d 2 hnm. #%I8686 (sen]) 6 &&..+ Victoria Anielski Barb; r? a&ip c. 1- o NOTARY PUBLIC CALlFOflNl IlY 8 COunlY Of S311 Franclscc kc4z$i4;1, Comm Expilc-s Julys0 19p - V~."-./ " -rrv v 22 ,.1 ..- rev.6/1/!