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HomeMy WebLinkAboutAGMT - ABD Insurance and Financial Services PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SEAL BEACH AND ABD INSURANCE AND FINANCIAL SERVICES FOR FULL FLEX CAFETERIA PLAN SERVICES THIS PROFESSIONAL SERVICES AGREEMENT is made and entered into on this 27 day of June, 2007 by and between the CITY OF SEAL BEACH, a Charter City, hereinafter referred to as "City ", and ABD INSURANCE AND FINANCIAL SERVICES, hereinafter referred to as "Consultant ". RECITALS WHEREAS, the City requires the services of a consultant to assist the City with the design, implementation, and administration of a full flex cafeteria plan; and WHEREAS, Consultant represents that it is specially trained and possesses special skills, education, experience, and competency to perform the services and provide the advice needed; and WHEREAS, the City has chosen Consultant to perform said services on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City agrees as follows: 1. The above recitals are true and correct. 2. SERVICES TO BE PROVIDED BY CONSULTANT a. Consultant shall act in a professional capacity to assist the City with the design, implementation and administration of a full flex cafeteria plan. Consultant's work shall conform to all applicable statutes, laws, regulations and professional standards for such work. b. Consultant shall perform a full range of consulting and advisory services ( "Services ") related to the design, implementation, administration and maintenance of a full flex Cafeteria Plan. In addition, the Consultant shall be responsible for drafting plan documents, forms and communications and educating the City and employees on Cafeteria Plans. The on -going services provided by the Consultant shall include, but not be limited to: i. Assisting the City with the development of short term and long -term employee benefit goals and strategies. ii. Presenting different full flex Cafeteria Plan designs for the City's review and approval Hi. Drafting plan documents to implement a full flex cafeteria plan iv. Meeting with bargaining groups to educate them on full flex Cafeteria Plans v. Developing enrollment forms and communications for City employees vi. Training the City's HR Department in the administration of a full flex Cafeteria Plan PSA re cafeteria plan.DOC - 1 - vii. Assisting the City with the development and implementation of a retiree health savings plan. c. Consultant shall furnish such services primarily through its representative, LILIANA SALAZAR, DIRECTOR OF COMPLIANCE, but shall utilize any and all of its personnel who are necessary and appropriate to the performance of the services to be performed hereunder. d. Consultant shall perform the Services expeditiously, in accordance with a Schedule of Services to be developed jointly by the City and Consultant after execution of this agreement. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. 3. ASSISTANCE BY CITY Subject to other provisions of this Agreement, the City shall: a. Assist Consultant by providing it with any and all information, data, records within its possession or control which may be helpful to Consultant in the performance of the services to be provided hereunder. b. Provide a location within City Hall for meetings between Consultant and City representatives and City employees as needed. c. Examine documents submitted by Consultant, consult with Consultant regarding any such documents, and render any necessary decisions pertaining to such documents as promptly as practicable. 4. COMPENSATION Consultant shall receive compensation for all Services rendered under this Agreement as follows: City shall pay Consultant in two installments: $8,000 upon commencement of the consulting services project and $8,000 upon completion of the project. The total compensation paid by City to Consultant shall not exceed $16,000. City shall pay Consultant within 30 days after receipt of Consultant's invoice. Consultant shall not be reimbursed for any expenses unless authorized by the City. 5. CHANGES IN WORK If Consultant estimates that any proposed change within the general scope of services established in Section 2 of this Agreement causes an increase or decrease in the cost and /or time required for performance of this Agreement, Consultant shall so notify City of that fact in advance of commencing performance of such work. An agreed upon change will be reduced to writing, signed by the parties hereto, and will modify this Agreement accordingly. 6. DISPUTES If a dispute should arise regarding the performance of the Agreement or compensation for work performed under this Agreement, the parties hereby agree to attempt to settle the dispute by subsequent agreement between the Consultant's principal and the City's City Manager. PSA re cafeteria plan.DOC - 2 - Nothing in this Section shall prohibit either party from seeking remedies available to them at law. In the event of litigation, the prevailing party shall be entitled to actual attorney fees and other litigation expenses incurred. 7. TERM OF AGREEMENT a. This agreement shall take effect on June 27, 2007 and remain in effect until January 1, 2008 or the completion of the services described in this Agreement if earlier. b. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause or prior notice. Upon termination, Consultant shall be compensated only for those services that have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may terminate this Agreement at any time, with or without cause, upon 30 days prior written notice to City. In the event of termination, or upon request of the City, Consultant shall assemble all City documents in the Consultant's possession and put them in order for proper filing and closing, and deliver said documents to City. In the event of termination, Consultant shall be paid for work performed to the termination date. The City shall make the final determination as to the portion of tasks completed and the compensation to be made. 8. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling. Consultant is not to be considered an employee of the City, nor shall any employee of Consultant be considered employees of the City, for any purpose. Consultant shall be under the direction and control of City staff only as to the results to be accomplished. Consultant shall be free to pursue his calling excepting only to the extent contained in this Agreement. 9. ASSIGNMENT AND SUBCONSULTING a. Consultant shall not assign this Agreement, any part thereof, or any compensation due hereunder without the prior written consent of the City. b. Consultant shall be fully responsible to the City for any acts and omissions of Consultant's subcontractors, including persons either directly or indirectly employed by subcontractor, in the event Consultant subcontracts any of the work to be performed under this contract. Consultant's responsibility under this paragraph shall be identical to Consultant's liability for acts and omissions of Consultant and employees of the Consultant. Nothing contained in this Agreement shall create any contractual relationship between the City and any subcontractor of the Consultant, but Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Consultant's work unless such change, omission, or addition is approved in advance, in writing, by the Personnel Director. (All subcontractors are subject to the prior written review and approval of the Personnel Director). c. All terms, conditions, and provisions hereof shall inure to and bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. PSA re cafeteria plan.DOC - 3 - • • • 10. ORAL AGREEMENTS No oral agreement or representation by an officer, agent, or employee of either party made before, during, or after execution of this Agreement shall become a part of this Agreement except to the extent such oral agreement or representation is expressly reflected in this written Agreement or a written amendment to this Agreement. 11. CONFLICT OF INTEREST REQUIREMENT Consultant agrees that it shall comply with and be bound by all laws and regulations deriving from the relationship of the Consultant to the City, and in particular with the Conflict of Interest laws under Chapter 7 of Title 9 of the California Government Code, otherwise known as the Political Reform Act. As a condition precedent to the formation of this Agreement, Consultant warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Political Reform Act and that to the best of Consultant's knowledge and belief, there exists no conflict of interest (within the meaning of the Political Reform Act) that would disqualify the Consultant from participation in any decisions arising out of the performance of this Agreement. 12. NOTICES Any notices to be given under this Agreement shall be given by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States mail, addressed to Consultant at 21250 Hawthorne Blvd., Ste 600, Torrance, CA , 90503, and to the City of Seal Beach, City Hall, 211 Eight Street, Seal Beach, California, 90740, Attention: David Ca rm any. 13. INDEMNITY Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 14. INSURANCE a. Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. PSA re cafeteria plan.DOC - 4 - In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. b. Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (2) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit;(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease. c. Professional Liability. Consultant shall, at its expense, procure and maintain for the duration of the Agreement professional liability insurance in the amount of $1,000,000. d. Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (1) General Liability. The general liability policy shall be endorsed to state that: (I) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (ii) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. PSA re cafeteria plan.DOC - 5 - (2) Automobile Liability. The automobile liability policy shall be endorsed to state that: (I) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (ii) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it. (3) Workers' Compensation and Employers Liability Coverage. If requested by the City the insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (4) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (I) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. e. Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. f. Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. g. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. h. Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person PSA re cafeteria plan.DOC - 6 - • authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 15. CONFIDENTIALITY All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents either created by or . provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 16. GOVERNING LAW This Agreement shall be governed by the laws of the State of California. IN WITNESS THEREOF, we have hereunto set our hands and seals. CITY OF CONSULTANT By 40--7 By7,Q.(1iiit) & 5O.,D,/I Ij. ATTEST: i , As' SELLA ' APPROVED AS �O FO/RAM � Aftorney PSA re cafeteria plan.DOC - 7 -