CA Office Approved Template (5-20-22)
AGREEMENT FOR PROFESSIONAL SERVICES
EMPLOYEE BENEFITS INSURANCE BROKER SERVICES
Contract No. 24-PS-AS-807
This AGREEMENT is made and entered into as of the date of execution by the City of Coronado, a California municipal corporation, hereinafter referred to as “CITY” and HUB International, ‒ a California Corporation, hereinafter referred to as “BROKER.” Where the contracting entity is a joint venture such entity is encompassed within the meaning of the term “BROKER.”
RECITALS
The CITY requires the services of a BROKER to provide employee benefits insurance broker services for its employee benefit program (“PROGRAM”). These services generally consist of assisting the City in administering all group benefit insurance plans, monitoring compliance, and assisting the City with implementation of new benefit programs and plans. The work to be performed by BROKER shall be referred to herein as the “DESCRIBED SERVICES.” BROKER represents itself as being a professional employee benefits insurance broker possessing the necessary experience, skills, and qualifications to provide the services required by the CITY. BROKER warrants and represents that it has the necessary staff to deliver the services within the time frame herein specified.
On June 4, 2024, the City Council approved the award of this AGREEMENT and authorized execution of the form of this Agreement pursuant to Coronado Municipal Code
8.05.020 (B).
The CITY’s Administrative Services Director shall serve as the CITY’s “Contract Officer” for this AGREEMENT and has the authority to direct the BROKER, approve actions, request changes, and approve additional services.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CITY and BROKER (collectively referred to as the “PARTIES”) agree as follows:
1.0 TERM OF THE AGREEMENT
1.1 This AGREEMENT shall be effective beginning the day, month and year of the execution of this document by the CITY. The AGREEMENT shall be in effect for a term of Attachment 1
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three (3) years through December 31, 2027. The CITY shall have the option to extend the AGREEMENT, if agreed to by the BROKER.
1.2 The BROKER shall commence the performance of the DESCRIBED SERVICES immediately upon execution of this AGREEMENT. Time is of the essence in this AGREEMENT.
Failure to meet the schedule contained in this AGREEMENT is a default by the BROKER.
1.3 A delay occasioned by causes beyond the control of BROKER may merit an extension of time for the completion of the DESCRIBED SERVICES. When such delay occurs, BROKER shall immediately notify the CONTRACT OFFICER in writing of the cause and the extent of the delay, whereupon the CONTRACT OFFICER shall ascertain the facts and the extent of the delay and may grant an extension of time for the completion of the DESCRIBED SERVICES when justified by the circumstances. BROKER acknowledges and agrees that delays arising out of or related to COVID-19 or related federal, state or local laws, regulations, orders, rules, policies or guidance will not merit an extension of time. BROKER represents and warrants that it can perform the DESCRIBED SERVICES competently and in a timely fashion and has taken into account circumstances and delays that may occur as a result of or arising out of COVID-19 or applicable laws related thereto in entering into this AGREEMENT.
1.4 This AGREEMENT may be terminated in accordance with the provisions contained in this AGREEMENT.
1.5 Renewal or Extension Provisions. This AGREEMENT shall be in effect for a term of three (3) years with one-year renewal options upon mutual consent. Prices shall remain firm for the term of the AGREEMENT. Subsequent to the first term, and upon mutual agreement, an annual price increase, no greater than the Consumer Price Index for the San Diego Region, may be implemented. The CITY shall have the option to extend the AGREEMENT, if agreed to by the BROKER.
2.0 BROKER'S OBLIGATIONS AND SCOPE OF WORK (ATTACHMENT A)
2.1 BROKER shall provide the CITY with the professional services for the PROGRAM that are described in ATTACHMENT A and are hereinafter referred to as the “DESCRIBED SERVICES.”
2.2 BROKER shall perform all the tasks required to accomplish the DESCRIBED SERVICES in conformity with the applicable requirements of federal, state, and local laws in effect at the time that the DESCRIBED SERVICES are being performed and at the time that the scope of work is substantially completed by the BROKER.
a. The BROKER is responsible for ensuring the professional quality, technical accuracy, and coordination of all services and documents furnished by the BROKER under this AGREEMENT.
b. The BROKER shall be obligated to comply with applicable standards of professional care in the performance of the DESCRIBED SERVICES. CITY recognizes Attachment 1
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that opinions relating to environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions may vary from those encountered at the times and locations where the data are obtained despite the use of professional care. Where any condition exists for which the BROKER must make a judgment that could result in an actual condition that is materially different, the BROKER shall advise the CITY in advance and request specific direction.
c. The BROKER shall, without additional compensation, immediately correct or revise any DESCRIBED SERVICES that do not meet the foregoing professional responsibility standards.
2.3 During the term of this AGREEMENT, BROKER shall maintain professional certifications as required in order to properly comply with all applicable federal, state, and local laws. If the BROKER lacks such certification, this AGREEMENT is void and of no effect.
2.4 Conflict of Interest and Political Reform Act Obligations, if determined to be applicable according to ATTACHMENT B ‒ CONFLICT OF INTEREST DETERMINATION. BROKER shall at all times comply with the terms of the Political Reform Act and the local Conflict of Interest Ordinance. The level of disclosure categories shall be set by the City and shall reasonably relate to the scope of the DESCRIBED SERVICES.
3.0 PAYMENT AND SCHEDULE OF SERVICES (ATTACHMENTS C AND D)
3.1 BROKER is hired to render the DESCRIBED SERVICES and any payments made to BROKER are full compensation for such services.
3.2 The amount of payment to BROKER for providing the DESCRIBED SERVICES is set forth in ATTACHMENT C. No payment shall be allowed for any reimbursable expenses unless specifically described in ATTACHMENT C.
3.3 Payment for all undisputed portions of each invoice shall be made within 45 days from the date of the invoice.
3.4 The CITY’s review, approval or acceptance of, or payment for the services required under this AGREEMENT shall not be construed to operate as a release or waiver of any rights of the CITY under this AGREEMENT or of any cause of action arising out of BROKER’s performance of this AGREEMENT, and BROKER is responsible to the CITY for all damages to the CITY caused by the BROKER’s performance of any of the DESCRIBED SERVICES.
4.0 CITY’S OBLIGATIONS
4.1 CITY shall provide information as to the requirements of the PROGRAM, including budget limitations. The CITY shall provide or approve the schedule proposed by the BROKER.
Attachment 1
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4.2 CITY shall furnish the required information and services and shall render approvals and decisions expeditiously to allow the orderly progress of the DESCRIBED SERVICES as shown on the schedule required under ATTACHMENT D.
5.0 SUBCONTRACTING No subcontracting is permitted under this AGREEMENT
6.0 CHANGES TO THE SCOPE OF WORK
6.1 The BROKER shall not perform work in excess of the DESCRIBED SERVICES without the prior written approval of the CONTRACT OFFICER. All requests for extra work shall be made by written request for a contract modification submitted to the CONTRACT OFFICER. To be effective, all contract modifications must be in writing and signed prior to the commencement of the work. Fees for additional work will be negotiated on a fixed-fee basis.
6.2 The CITY may unilaterally reduce the scope of work to be performed by the BROKER.
Upon doing so, CITY and BROKER agree to meet in good faith and confer for the purpose of negotiating a deductive change order or amendment to the AGREEMENT.
7.0 ENTIRE AGREEMENT
7.1 This AGREEMENT and incorporated attachments set forth the entire understanding of the PARTIES with respect to the subject matters herein. If there are any inconsistencies between the incorporated attachments and this AGREEMENT, the terms of this AGREEMENT control. There are no other understandings, terms, or other agreements expressed or implied, oral or written, except as set forth herein. No change, alteration, or modification of the terms or conditions of this AGREEMENT, and no verbal understanding of the PARTIES, their officers, agents, or employees shall be valid unless agreed to in writing by both PARTIES.
8.0 TERMINATION OF AGREEMENT
8.1 In the event of BROKER’s default of any covenant or condition hereof, including, but not limited to, failure to timely or diligently prosecute, deliver, or perform the DESCRIBED SERVICES, or where the BROKER fails to perform the work in accordance with the PROGRAM schedule (ATTACHMENT D), the CITY may immediately terminate this AGREEMENT for cause if BROKER fails to cure the default within ten (10) calendar days of receiving written notice of the default. Thereupon, BROKER shall immediately cease work and within five (5) working days: (1) assemble all documents owned by the CITY and in BROKER’s possession, except that BROKER may retain an original or a duplicate of those documents BROKER is required to retain by law and state insurance regulations; (2) deliver all documents owned by the CITY to the CITY; and (2) place all work in progress in a safe and protected condition. For electronic backup documents and data that cannot reasonably be destroyed, BROKER agrees to ensure the confidentiality and security of such data against further use or distribution. The CONTRACT OFFICER shall make a determination of the percentage of work that BROKER has performed that is usable and of worth to the CITY. Based upon that finding, the CONTRACT OFFICER shall determine any final payment due to BROKER.
Attachment 1
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8.2 This AGREEMENT may be terminated by the CITY, without cause, upon the giving of fifteen (15) days’ written notice to the BROKER. Prior to the fifteenth (15th) day following the giving of the notice, the BROKER shall assemble the completed work product to date, and put the same in order for proper filing and closing, and deliver said product to the CITY. The BROKER shall be entitled to just and equitable compensation for any satisfactory work completed. The CONTRACT OFFICER and BROKER shall endeavor to agree upon a percentage complete of the contracted work if fees are fixed, or an agreed dollar sum based on services performed if hourly, and terms of payment for services and reimbursable expenses. BROKER hereby expressly waives any and all claims for damages or compensation arising under this AGREEMENT except as set forth herein.
9.0 OWNERSHIP OF DOCUMENTS
9.1 All work products (i.e., documents, data, studies, drawings, maps, models, photographs, and reports) prepared BROKER under this AGREEMENT, whether paper or electronic, shall become the property of CITY for use with respect to this PROGRAM, and shall be turned over to the CITY upon completion of the DESCRIBED SERVICES or any phase thereof, as contemplated by this AGREEMENT.
9.2. Contemporaneously with the transfer of such documents, the BROKER hereby assigns to the CITY and BROKER thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this AGREEMENT, except upon the CITY’s prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The BROKER shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer.
10.0 STATUS OF BROKER
10.1 BROKER shall perform the DESCRIBED SERVICES in a manner of BROKER’s own choice, as an independent contractor and in pursuit of BROKER’s independent calling, and not as an employee of the CITY. The BROKER has and shall retain the right to exercise full control and supervision of all persons assisting the BROKER in the performance of the DESCRIBED SERVICES, the CITY only being concerned with the finished results of the work being performed.
BROKER shall confer with the CITY at a mutually agreed frequency and inform the CITY of incremental work/progress as well as receive direction from the CITY. Neither BROKER nor BROKER’s employees shall be entitled in any manner to any employment benefits, including, but not limited to, employer-paid payroll taxes, Social Security, retirement benefits, health benefits, or any other benefits, as a result of this AGREEMENT. It is the intent of the parties that neither BROKER nor its employees are to be considered employees of CITY, whether “common law” or otherwise, and BROKER shall indemnify, defend and hold CITY harmless from any such obligations on the part of its officers, employees and agents.
11.0 ASSIGNMENT OF CONTRACT
Attachment 1
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11.1 This AGREEMENT and any portion thereof shall not be assigned or transferred, nor shall any of the BROKER’s duties be delegated or subcontracted, without the express written consent of the CITY.
12.0 COVENANT AGAINST CONTINGENT FEES
12.1 BROKER warrants that it has not employed or retained any company or person, other than a bona fide employee working for BROKER, to solicit or secure this AGREEMENT, and that BROKER 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, the CITY shall have the right to terminate this AGREEMENT without liability, or, at the CITY’s sole discretion, to deduct from the AGREEMENT the price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
13.0 INDEMNITY ‒ HOLD HARMLESS
13.1 To the fullest extent permitted by law, BROKER, through its duly authorized representative, agrees that CITY and its respective elected and appointed boards, officials, officers, agents, employees, and volunteers (individually and collectively, “CITY Indemnitees”) shall have no liability to BROKER or any other person, and BROKER shall indemnify, protect, and hold harmless CITY Indemnitees from and against, any and all liabilities, claims, demands, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs, and expenses, including reasonable attorneys’ fees and disbursements (collectively “claims”) that arise out of, or pertain to, or relate to this AGREEMENT or the negligence, recklessness, or willful misconduct of BROKER, its employees, and agents in the performance of the DESCRIBED SERVICES.
13.2 BROKER’s obligation herein does not extend to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense arising from the negligence, recklessness or willful misconduct of the CITY or its elected or appointed boards, officials, officers, agents, employees or volunteers.
13.3 BROKER shall provide a defense (with counsel acceptable to CITY) to the CITY’s Indemnitees, or, at the CITY’s option, reimburse the CITY’s Indemnitees for all costs, attorneys’ fees, expenses, and liabilities (including judgment or portion thereof) incurred with respect to any litigation in which the BROKER is obligated to indemnify, defend, and hold harmless the CITY’s Indemnitees pursuant to this AGREEMENT.
13.4 The provisions of this section 13 shall not be limited by any provision of insurance coverage that the BROKER may have in effect, or may be required to obtain and maintain, during the term of this AGREEMENT. The provisions of this section 13 are continuing obligations and shall survive expiration or termination of this AGREEMENT.
Attachment 1
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13.5 PERS Eligibility Indemnification. In the event that any of BROKER’s officers, employees, agents, subcontractors, representatives or other persons providing services on BROKER’s behalf under this Agreement (collectively “BROKER’s PERSONNEL”) claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the CITY, Contractor shall indemnify, defend (with counsel acceptable to CITY), and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of BROKER’s PERSONNEL as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY.
Notwithstanding any other agency, state or federal policy, rule, regulation, law, or ordinance to the contrary, BROKER’s PERSONNEL providing services under this AGREEMENT shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of CITY and entitlement to any contributions to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.
13.6 Limitation of CITY Liability. The payment made to BROKER pursuant to this AGREEMENT shall be the full and complete compensation to which BROKER and BROKER’s PERSONNEL are entitled for performance of any work under this contract. Neither BROKER nor BROKER’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the CITY. The CITY will not make any federal or state tax withholdings on behalf of BROKER. The CITY shall not be required to pay any workers’ compensation insurance on behalf of BROKER.
13.7 Indemnification for Employee Payments. BROKER agrees to defend (with counsel acceptable to CITY), indemnify and hold harmless the CITY for and against any obligation, claim, suit, or demand for tax, retirement contribution, including any contribution to the Public Employees Retirement System (PERS), Social Security, salary, or wages, overtime payment, or workers’ compensation payment which the CITY may be required to make on behalf of BROKER or BROKER’s PERSONNEL for work done under this AGREEMENT.
14.0 INSURANCE
14.1 BROKER shall procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the DESCRIBED SERVICES and the results of that work by the BROKER or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII” unless otherwise approved in writing by the CITY’s Risk Manager.
14.2 BROKER shall obtain and, during the term of this AGREEMENT, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance from an insurance company authorized to do business in the State of California in insurable amounts of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate. The policies shall remain in full force during the life of the AGREEMENT, and unless replaced by a substantially similar policy meeting the requirements of Attachment 1
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the AGREEMENT. Policies shall not be replaced without thirty (30) days prior written notice to the CITY from BROKER. Maintenance of specified insurance coverage is a material element of this AGREEMENT.
14.3 Types and Amounts Required. BROKER shall maintain, at minimum, the following insurance coverage for the duration of this AGREEMENT:
14.3.1 Commercial General Liability (CGL). BROKER shall maintain CGL Insurance written on an ISO Occurrence form or equivalent providing coverage at least as broad as CG 00 01 which shall cover liability arising from any and all personal injury or property damage, including ongoing and completed operations, in the amount of $2,000,000 per occurrence and subject to an annual aggregate of $4,000,000. If limits apply separately to this SYSTEM (CG 25 03 or 25 04) the general aggregate limit shall not apply. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs shall be outside the limits of the policy. If the BROKER or subcontractor maintains higher limits than the limits shown above, the CITY shall be entitled to coverage for the higher limits maintained by the BROKER and/or their subcontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Any excess or umbrella policies being used to meet the required limits of insurance will be evaluated separately and must meet the same qualifications as the BROKER’s primary policy.
14.3.2 Commercial Automobile Liability. BROKER shall maintain Commercial Automobile Liability Insurance for all of the BROKER’s hired and non-owned automobiles, written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit of no less than $1,000,000 per occurrence. Insurance certificate shall reflect coverage for any hired and non-owned automobiles.
14.3.3 Workers’ Compensation. BROKER shall maintain Workers’ Compensation insurance for all of the BROKER’s employees who are subject to this AGREEMENT and to the extent required by applicable state or federal law, a Workers’ Compensation policy providing at minimum $1,000,000 employers’ liability coverage. The BROKER shall amend the Workers’ Compensation policy to include a waiver of the right of subrogation against the CITY and its respective elected officials, officers, employees, agents and representatives, where such amendment is permitted by law.
14.3.4 Professional Liability. BROKER shall maintain Professional Liability (errors and omissions) coverage with a limit of no less than $1,000,000 per claim and $2,000,000 annual aggregate. The policy shall be on a claims made and in the aggregate basis. The BROKER shall ensure both that: (1) the policy retroactive date is on or before the date of commencement of the DESCRIBED SERVICES; and (2) the policy will be maintained in force for a period of three years after substantial completion of the DESCRIBED SERVICES or termination of this AGREEMENT, whichever occurs last. The BROKER agrees that for the time period defined above, there will be no changes or endorsements to Attachment 1
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the policy that increase the CITY’s exposure to loss. All defense costs shall be outside the limits of the policy. If BROKER maintains higher limits than the limits shown above, the CITY shall be entitled to coverage for the higher limits maintained by the BROKER. Any available proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
14.3.5. Cyber Liability Insurance. BROKER shall maintain cyber liability insurance with limits not less than $2,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by BROKER in this AGREEMENT and shall include claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to such obligations. All defense costs shall be outside the limits of the policy.
14.4 The CITY, its officers, officials, employees, and representatives shall be named as additional insureds on the required general liability, cyber liability, and automobile liability policies with respect to liability arising out of work or operations performed by or on behalf of the BROKER including materials, parts, or equipment furnished in connection with such work or operations. The CITY's additional insured status must be reflected on additional insured endorsement form (20 10 1185 or 20 10 1001 and 20 37 1001) which shall be submitted to the CITY. With the exception of the BROKER’s cyber liability policy, all policies shall contain a provision stating that the BROKER’s policies are primary insurance and that insurance (including self-retention) of the CITY or any named insured shall not be called upon to contribute to any loss, as reflected in an endorsement at least as broad as CG 20 01 04 13 which shall be submitted to the CITY. This provision shall apply regardless of any language of the general liability, cyber liability, and automobile liability policy maintained by the BROKER during the term of this AGREEMENT.
14.5 Before BROKER shall employ any person or persons in the performance of the AGREEMENT, BROKER shall procure a policy of Workers’ Compensation insurance as required by the Labor Code of the State of California, or shall obtain a certificate of self-insurance from the Department of Industrial Relations.
14.6 BROKER shall furnish certificates of said insurance and policy endorsements to the CONTRACT OFFICER prior to commencement of work under this AGREEMENT. Failure by the CONTRACT OFFICER to object to the contents of the certificate and/or policy endorsement or the absence of same shall not be deemed a waiver of any and all rights held by the CITY. Failure on the part of BROKER to procure or maintain in full force the required insurance shall constitute a material breach of contract under which the CITY may exercise any rights it has in law or equity including, but not limited to, terminating this AGREEMENT pursuant to Paragraph 8.1 above.
14.7 The CITY reserves the right to review the insurance requirements of this section during the effective period of the AGREEMENT and to modify insurance coverages and their limits when Attachment 1
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deemed necessary and prudent by City’s Risk Manager based upon economic conditions, recommendation of professional insurance advisors, changes in statutory law, court decisions, or other relevant factors. The BROKER agrees to make any reasonable request for the deletion, revision, or modification of particular insurance policy terms, conditions, limitations, or exclusions (except where those policy provisions are established by law, or are established by regulations that are binding upon either party to the contract, or are binding upon the underwriter to the contract).
Upon request by CITY, BROKER shall exercise reasonable efforts to accomplish such changes in policy coverages and shall pay the cost thereof.
14.8 Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the CITY’s option, the BROKER shall demonstrate financial capability for payment of such deductibles or self-insured retentions.
14.9 BROKER hereby grants to CITY a waiver of any right to subrogation that any insurer of said BROKER may acquire against the CITY by virtue of the payment of any loss under such insurance. This provision applies regardless of whether or not the CITY has requested or received a waiver of subrogation endorsement from the insurer.
15.0 DISPUTES
15.1 If a dispute should arise regarding the performance of this AGREEMENT, the following procedures shall be used to address the dispute:
a. If the dispute is not resolved informally, then, within five (5) working days thereafter, the BROKER shall prepare a written position statement containing the party’s full position and a recommended method of resolution and shall deliver the position statement to the CONTRACT OFFICER.
b. Within ten working (10) days of receipt of the position statement, the CONTRACT OFFICER shall prepare a response statement containing the CITY’s full position and a recommended method of resolution and shall deliver the response statement to the BROKER.
c. After the exchange of statements, if the dispute is not resolved within ten working (10) days, the BROKER and the CONTRACT OFFICER shall deliver the statements to the City Manager who shall make a determination within ten working (10) days.
15.2 If the dispute remains unresolved for ten working (10) days following the City Manager’s determination, and the parties have exhausted the procedures of this section, the parties may then seek resolution by mediation or such other remedies available to them by law or in equity.
16.0 GENERAL PROVISIONS
16.1 Accounting Records. BROKER shall keep records of the direct reimbursable expenses pertaining to the DESCRIBED SERVICES and the records of all accounts between the BROKER.
BROKER shall keep such records on a generally recognized accounting basis. At any time during Attachment 1
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normal business hours, and as often as CITY may deem necessary, the BROKER shall make available to the CONTRACT OFFICER, or the CONTRACT OFFICER’s authorized representative, for examination, all of its records with respect to all matters covered by this AGREEMENT and shall permit CITY to audit, examine, and/or reproduce such records. BROKER shall retain such financial and program service records for a period of four (4) years from the completion of the work or after termination or final payment under this AGREEMENT, whichever is later.
16.2 CONTRACT OFFICER. The CITY’s designated CONTRACT OFFICER has the authority to direct the BROKER, approve actions, request changes, and approve additional services within her/his authority. Any obligation of the CITY under this AGREEMENT shall be the responsibility of the CONTRACT OFFICER. Excepting the provisions pertaining to dispute resolution, no other person shall have any authority under this AGREEMENT unless specifically delegated in writing.
16.3 Governing Law. This AGREEMENT and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this AGREEMENT shall be held exclusively in a State court in the County of San Diego. BROKER hereby waives the right to remove any action from San Diego County as is otherwise permitted by California Code of Civil Procedure Section 394.
16.4 Compliance with Laws/Business Certificate. BROKER is required to comply with all applicable federal, state and local laws, rules, regulations, orders, policies, protocols and guidance, including, but not limited to, obtaining and maintaining a City Business Certificate during the duration of this AGREEMENT and complying with COVID-19 sanitation protocols, health orders and guidance.
16.5. Drafting Ambiguities. The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this AGREEMENT, and the decision of whether or not to seek advice of counsel with respect to this AGREEMENT is a decision which is the sole responsibility of each Party. This AGREEMENT shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the AGREEMENT.
16.6. Conflicts between Terms. If an apparent conflict or inconsistency exists between the main body of this AGREEMENT and the Attachments, the main body of this AGREEMENT shall control. If a conflict exists between an applicable federal, state, or local law, rule, regulation, order, or code and this AGREEMENT, the law, rule, regulation, order, or code shall control. Varying degrees of stringency among the main body of this AGREEMENT, the Attachments, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most stringent requirement shall control. Each Party shall notify the other immediately upon the identification of any apparent conflict or inconsistency concerning this AGREEMENT.
16.7 Non-Discrimination. BROKER shall not discriminate against any employee or applicant for employment because of sex, race, color, age, religion, ancestry, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital Attachment 1
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status, or sexual orientation. BROKER shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their sex, race, color, age, religion, ancestry, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital status, or sexual orientation and shall make reasonable accommodation to qualified individuals with disabilities or medical conditions.
Such action shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay, or other forms of compensation, and selection for training, including apprenticeship. BROKER agrees to post in conspicuous places available to employees and applicants for employment any notices provided by CITY setting forth the provisions of this non-discrimination clause. .
17.0 NOTICES
17.1 Any notices to be given under this AGREEMENT, or otherwise, shall be served by certified mail. For the purposes hereof, unless otherwise provided in writing by the parties hereto:
a. The address of the CITY, and the proper person to receive any notice on the CITY’s behalf, is:
City of Coronado
Administrative Services
1825 Strand Way
Coronado, CA 92118
Attn.: John Kim
Tel. No. (619) 522-7309; Fax (619) 522- 9879
b. The address of the BROKER, and the proper person to receive any notice on the BROKER’s behalf, is:
HUB International
Jesus Mendoza
Senior Vice President
9855 Scranton Road, Suite 100
San Diego, CA 92121
Tel. No. 858-692-6861
18.0 PROFESSIONAL BROKER’S CERTIFICATION OF AWARENESS OF IMMIGRATION REFORM AND CONTROL ACT OF 1986
18.1 BROKER certifies that BROKER is aware of the requirements of the Immigration Reform and Control Act of 1986 (8 U.S.C. §§ 1101-1525) and has complied and will comply with these requirements, including, but not limited to, verifying the eligibility for employment of BROKER and all its agents, employees, and representatives, and any other person performing any of the DESCRIBED SERVICES.
Attachment 1
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19.0 ADDITIONAL PROVISIONS
19.1 Consequential Damages. Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them.
19.2 Responsibility for Others. BROKER shall be responsible to the CITY for its services and the services of its SUBBROKERS. BROKER shall not be responsible for the acts or omissions of any other persons engaged by the CITY nor for their construction means, methods, techniques, sequences, or procedures, or their health and safety precautions and programs.
19.3 Representation. The BROKER is not authorized to represent the CITY, to act as the CITY’s agent, or to bind the CITY to any contractual agreements whatsoever.
19.4 Third-Party Review of BROKER’s Work Product (Peer Review). At the option of the CITY, a review of the BROKER’s work product may be performed by an independent expert chosen by the CITY. In such case, the BROKER agrees to confer and cooperate fully with the independent expert to allow a thorough review of the work product by the expert. Such review is intended to provide the CITY with a peer review of the concepts, all pre-design documentation, methods, professional recommendations, and other work product of the BROKER. The results of this review will be furnished to the CITY and shall serve to assist the CITY in its review of the BROKER’s deliverables under this AGREEMENT.
19.5 Periodic Reporting Requirements. The BROKER shall provide a written status report of the progress of the work on a monthly basis that shall accompany the BROKER’s payment invoice or statement of fees. The status report shall, at a minimum, report the work accomplished to date; describe any milestones accomplished; show and discuss the results on any testing or exploratory work; provide an update to the approved schedule (as set forth in ATTACHMENT D or, if no ATTACHMENT D, as approved by the CONTRACT OFFICER), and if not in accordance with the original schedule, describe how the BROKER intends to get back on the original schedule; describe any problems or recommendations to increase the scope of the work; and provide any other information that may be requested by the CITY. The report is to be of a form and quality appropriate for submission to the City Council.
19.6 Brand or Trade Names.
19.7 Rights Cumulative. All rights, options, and remedies of the CITY contained in this AGREEMENT shall be construed and held to be cumulative, and no one of the same shall be exclusive of any other, and the CITY shall have the right to pursue any one of all of such remedies or any other remedy or relief that may be provided by law or in equity, whether or not stated in this AGREEMENT.
19.8 Waiver. No waiver by either Party of a breach by the other Party of any of the terms, covenants, or conditions of this AGREEMENT shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant, or condition herein Attachment 1
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contained. No waiver of any default of either Party hereunder shall be implied from any omission by the other Party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect a default other than as specified expressly in said waiver.
19.9 Severability. In the event that any part of this AGREEMENT is found to be illegal or unenforceable under the law as it is now or hereafter in effect, either Party will be excused from performance of such portion or portions of this AGREEMENT that is found to be illegal or unenforceable without affecting the remaining provisions of this AGREEMENT.
19.10 Attachments Incorporated. All ATTACHMENTS referenced in this AGREEMENT are incorporated into the AGREEMENT by this reference.
THE REMAINDER OF THIS PAGE LEFT BLANK.
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20. SIGNATURES
20.1 Each signatory and Party hereto hereby warrants and represents to the other Party that it has legal authority and capacity and direction from its principal to enter into this AGREEMENT, and that all resolutions or other actions have been taken so as to enable it to enter into this AGREEMENT.
CITY: BROKER:
By: _____________________________
Tina Friend, City Manager
By: ______________________________
Shannon Taylor, President, Southern
California & Utah
Date: _______________________________ Date: _______________________________
By: ______________________________
Martin Flannery, Chief Security
Officer
Date: ____________________________
APPROVED AS TO CONTENT:
__________________________________________
John Kim, Director of Administrative Services Date
APPROVAL AS TO FORM:
__________________________________________
Johanna N. Canlas, City Attorney Date
ATTEST:
____________________________________
Kelsea Holian, MMC, City Clerk Date
ATTACHMENT A ‒ SCOPE OF WORK
ATTACHMENT B ‒ BROKER CONFLICT OF INTEREST DETERMINATION ATTACHMENT C ‒ PAYMENT FOR SERVICES
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ATTACHMENT A
EMPLOYEE BENEFITS INSURANCE BROKER SERVICES
Contract No. 24-PS-AS-807
SCOPE OF WORK
BROKER shall provide the CITY with the following professional services for the PROGRAM (collectively, the “DESCRIBED SERVICES”:
BROKER shall serve as the City’s employee benefits insurance broker. Responsibilities include, but are not limited to:
1. Assisting the City in long-range employee benefit goals and strategies.
2. Assisting the City in administering all group insurance plans, FSA//DCFSA and COBRA, and responding to questions from and providing information to Human Resources staff and providing other consulting services during the course of the plan year.
3. Conducting thorough competitive vendor/market analysis, including cost and plan comparisons, preparation of requests for proposal for new insurance carriers and vendors, including reviews, managing timeline, and communications strategy, negotiation of provider and insurer agreements and renewals on all issues including those related to premiums, benefit levels, plan design, and special terms and conditions.
4. As requested by the City, preparing bid specifications, and soliciting proposals from insurance markets, which specialize in group insurance plans as needed. Evaluate bids and bidders, including administration, claim payment procedures, customer service, network, reserve establishment policies, financial soundness, and identifying the most cost beneficial package from among the various bidders. Provide the City with original documents from bid solicitations.
5. Work with carriers to prepare and review contracts, plan documents including summary plan descriptions, contract, employee summaries, insurance policies and other documents for applicability, accuracy, understandability and legal compliance.
6. Conducting compliance reviews of existing and new plans to ensure compliance.
7. Monitoring ongoing contracts, including plan administration, provider compliance with contracts, booklets, employee communication, and educational materials.
8. Providing assistance with annual employee open enrollment, including preparation of the annual employee benefits guide and conducting employee benefits meetings.
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9. Researching and providing recommendations to the City on any new developments in the employee benefits law, employee benefit programs, and health insurance reform on an ongoing basis. Notify City of required legal notices and assist in preparation of stated notices.
10. Assisting the City with the implementation and communication of new programs or changes to existing programs, which may include attending and presenting information at employee meetings.
11. Assisting Human Resources staff on labor relations issues concerning group insurance and employee benefit programs.
12. Advising the City on any federal, state, or local mandated compliance requirements relevant to City Programs, benefit plans, and insurance plans, and provide guidance, when requested by the City, in developing compliance strategies.
13. Reviewing claims experience, claim service, and claim administration to ensure maximum benefit to the City.
14. Analyzing and recommending the most economical funding methods for the benefit programs and assist in forecasting/budgeting by providing detailed rate increase projections.
15. Participating with the City, when requested, in communications and actions with the insurance carriers and oversee the relationship between the City and vendors/carriers to allow for greater flexibility in problem resolution and monitor their performance.
16. Attending meetings with City representatives to include Human Resources, Executives, employee groups and City Council.
17. Assisting the City in evaluating, implementing, and measuring the City’s wellness program.
18. Providing annual benchmark survey comparing local agencies, including basic benefits, rates and contribution splits.
19. Performing other related consultative or broker services as needed or requested.
If the BROKER feels that additional tasks are warranted, they should be clearly identified in the BROKER’s contract renewal.
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ATTACHMENT B
EMPLOYEE BENEFITS INSURANCE BROKER
Contract No. 24-PS-AS-807
CONFLICT OF INTEREST DETERMINATION
BROKER shall at all times comply with the terms of the Political Reform Act and the local conflict of interest ordinance. BROKER shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the BROKER has a financial interest as defined in Government Code Section 87103. BROKER represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the City. “BROKER1” means an individual who, pursuant to a contract with a state or local agency:
(A) Makes a governmental decision whether to:
1. Approve a rate, rule, or regulation;
2. Adopt or enforce a law;
3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement;
4. Authorize the CITY to enter into, modify, or renew a contract, provided it is the type of contract that requires CITY approval;
5. Grant CITY approval of a contract that requires CITY approval and to which the CITY is a party, or to the specifications for such a contract;
6. Grant CITY approval of a plan, design, report, study, or similar item;
7. Adopt, or grant City approval of, policies, standards, or guidelines for the CITY, or for any subdivision thereof; or
(B) Serves in a staff capacity with the CITY and in that capacity participates in making a governmental decision as defined in Regulation 18704(a) and (b) or performs the same or substantially all the same duties for the CITY that would otherwise be performed by an individual holding a position specified in the CITY’s Conflict of Interest Code.
1 The City’s Conflict of Interest Code and the Political Reform Act refer to “BROKERs,” not “contractors.” The City’s professional services agreements might refer to the hired professional as a “contractor,” not a “BROKER,” in which case the Conflict of Interest Code may still apply. The Conflict of Interest Code, however, does not cover public works contractors.
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DISCLOSURE DETERMINATION:
x 1. BROKER will not be “making a government decision” or “serving in a staff capacity” as defined in Sections A and B above. No disclosure required. □ 2. BROKER will be “making a government decision” or “serving in a staff capacity” as defined in Sections A and B above. As a result, BROKER shall file, with the City Clerk of the City of Coronado in a timely manner as required by law, a Statement of Economic Interest (Form 700), as required by the City of Coronado Conflict of Interest Code, and the Fair Political Practices Commission, to meet the requirements of the Political Reform Act.*
Signature Date
Name
John Kim,
Administrative Services Director Department Administrative Services City Attorney Approval of Determination
City Manager Approval of Determination
*The BROKER’s disclosure of investments, real property, income, loans, business positions, and gifts, shall be limited to those reasonably related to the PROGRAM for which BROKER has been hired by the CITY.
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ATTACHMENT B-1
EMPLOYEE BENEFITS INSURANCE BROKER
Contract No. 24-PS-AS-807
CONFLICT OF INTEREST SCOPE OF DISCLOSURE
(For use in preparing California Form 700)
Investments: “Investment” means a financial interest in any business entity engaged in the business of employee benefits insurance.
Real Property: “Real property” interests are limited to real property in the City of Coronado, wherever located.
Sources of Income: “Sources of income” means income (including loans, business positions, and gifts) of the BROKER, or the BROKER’s spouse or domestic partner in excess of $500 or more during the reporting period from sources that are business entities engaged in the business of employee benefits insurance.
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ATTACHMENT C
EMPLOYEE BENEFITS INSURANCE BROKER
Contract No. 24-PS-AS-807
PAYMENT FOR SERVICES
A. PAYMENT FOR SERVICES:
The table below lists standard commissions by line of coverage. HUB International will include standard broker commission % on any new lines of coverage added during the term of the agreement. HUB International will not accept contingent/override commissions.
HUB will receive up to $50,000 in commissions on all employee benefit lines of coverage (excluding voluntary/employee paid benefits, as noted below) for every calendar year during the term of the agreement. Commissions received for voluntary/employee paid benefits will not count toward the compensation limit.
There may be a cost for services not included in the scope of services. As needed, HUB International will scope and provide any cost associated with services not included. The City’s approval will be required to perform any services that are not included in the scope of services.
Line of Coverage Commission
Contingent or Other
Renumeration
Dental (HMO/PPO) 8% No
Vision 8% No
FSA/HRA Administration 0% N/A
Basic Life/AD&D 15% No
Voluntary Life/AD&D (EE Paid) 15% No
Short Term Disability 15% No
Long Term Disability 15% No
Buy-Up Long-Term Disability
(EE Paid) 15% No
Employee Assistance Program 8% No
ID Theft Protection (EE Paid) 40% Year 1, 30% Renewal No Legal Plan (EE Paid) 15% No
Critical Illness (EE Paid) 15% No
Group Accident (EE Paid) 15% No
Benefits Administration System 0% N/A
COBRA 0% N/A
ACA Reporting 0% N/A
Overage Dependent Notification 0% N/A
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Other
Communication Materials
(including paper and electronic
Open Enrollment and New Hire
Guides)
HUB International agrees to print a limited
number (up to 150) of guides in-house as
needed, at no cost. Paper specifications 80lb
11x17. If mailing by HUB International is
required, we’d past costs for envelopes and
postage to City of Coronado.
Another option would be to outsource printing
to and/or mailing to one of HUB’s prefer
printing vendors. Fees for printing and mailing
differ by vendor. HUB International will
provide the City with proposals well in advance.
N/A
B. REIMBURSABLE SERVICES – NONE
Attachment 1