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HomeMy WebLinkAboutES09-223 - Original - Healthcare Actuaries LLC - Annual Review of City Halthcare Budget - 07/17/2009 • KENT Wns HI N GTON PROFESSIONAL SERVICES AGREEMENT between the City of Kent and Healthcare Actuaries LLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Healthcare Actuaries LLC organized under the laws of the State of Washington, located and doing business at 16519 107th Place NE, Bothell, Washington, (425) 487-2262 (hereinafter the "Contractor"). I. DESCRIPTION OF WORK. Contractor shall perform the following services for the City: Annual review of the City of Kent's healthcare budget, including a renewal rate report for the 2010 plan year and an estimate of the incurred claim liability for 2010 ($15,000). Projected GASB 45 retiree healthcare valuation for the LEOFF 1 retirees ($9,000). Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement, and Contractor shall complete the work by August 3, 2009. III. COMPENSATION. The City shall pay Contractor a total amount not to exceed $24,000 for the services described in this Agreement. The Contractor shall invoice the City monthly based on time and materials incurred during the preceding month. The hourly rates charged for Contractor's services shall PROFESSIONAL SERVICES AGREEMENT - 1 (Over$10,000) be as delineated in the attached and incorporated Exhibit 1. All hourly rates charged shall remain locked at the negotiated rates throughout the term of this Agreement. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Contractor maintains and pays for its own place of business from which Contractor's services under this Agreement will be performed. C. The Contractor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Contractor's services, or the Contractor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Contractor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Contractor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Contractor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Contractor maintains a set of books dedicated to the expenses and earnings of its business. II V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party seven (7) calendar days written notice at its address set forth on the signature block of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 2 (Over$10,000) VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor or subcontractor shall not discriminate against any person who is qualified and available to perform the work to which the employment relates as provided for by the City of Kent's Equal Employment Opportunity Policy. Contractor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit 2 attached and incorporated by this reference. XII. CONTRACTOR'S WORK AND RISK. The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those services. All work shall be done at Contractor's awn risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. PROFESSIONAL SERVICES AGREEMENT - 3 (Over$10,000) C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. Should any language in any of the exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. PROFESSIONAL SERVICES AGREEMENT - 4 (Over$10,000) CONTRACTOR: CITY OF KENT: B Y: BY� (signature) (signature) Print Name: Suzette Cooke Print Name: Rover T. Burton Its Mayor Its: President & Chief Actuary (title) DATE: 7 DATE: July 13, 2009 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONTRACTOR: CITY OF KENT: Roger T. Burton Becky Fowler Healthcare Actuaries LLC City of Kent 16519 107th Place NE 220 Fourth Avenue South Bothell, WA 98011-4043 Kent, WA 98032 (253) 856-5290 (telephone) (425) 939-7444 (telephone) (253) 856-6280 (facsimile) (425) 939-0089 (facsimile) APPROVED AS TO FORM: AUk eM, kt Kent Law Department PROFESSIONAL SERVICES AGREEMENT - 5 (Over$10,000) 1 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will active) consider hiring and Y 9 promotion of women and minorities. EEO COMPLIANCE DOCUMENTS - 1 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this 13th day of July, 2009. By: For: Healthcare Actuaries LLC Title: President & Chief Actuary Date: July 13, 2009 EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. EEO COMPLIANCE DOCUMENTS - 3 Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 4 Exhibit 1 Hourly Rates Team Member Hourly Rate Lead Actuary $350 Actuary/Analyst $250 EEO COMPLIANCE DOCUMENTS - 6 ASPNFAX 7/17/2009 8: 14 AM PAGE 4/005 Fax Server Cart ID 54021 ACORD- CERTIFICATE OF LIABILITY INSURANCE DATE(MwOD 7n6/aoo9 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION R L. EVANS COMPANY, INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE PO BOX 10660 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR JACESONVILLE FL 32247-0660 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. (866) 972-7378 (800) 455-9611 INSURERS AFFORDING COVERAGE NAIL# INSURED INSURERA Maryland Casualty 19356 HEALTHCARE ACTUARIES LLC INSURERS 16519 107TH PLACE NE INSURER BOTHELL NA 98011-4043 INSURER INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADD' POLICY EFFECTIVE POLICY EXPIRATION POLICY NUMBER UMTS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A A X COMMERCIAL GENERAL LIABILITY PAS002025189 11/0/2008 11/8/2009 PREMISES Eeoxurence $ 2,000 000 CLAIMS MADE OCCUR MED EXP(Any one non) $ 10,000 PERSONAL&ADV INJURY $ GENERAL AGG REGATE $ 4,000,000 GENLAGGREGATE LIVITAPPLIES PER PRODUCTS-COMP/OP AGG $ 4,000,000 POLtCYF-1 PRO- X LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea ecodml ALL OWNED ALTOS BODILY INJURY SCHEDULED AUTOS (Pa Pomm) $ HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per wddent) PROPERTY DAMAGE $ (Per wdderU) GARAGE UABIUTY AUTO ONLY-EA ACCIDENT $ ANYAUTO EA ACC $ OTHER TFAN AUTO ONLY AGG $ EXCESTUMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUC7IBLE $ RETENTION $ $ WORKERS COMPENSATION AND WCSTATU• OER EMPLOYERS LIABILITY V T ANY PROPRIETORIPARTNERIEXECUTIVE EL EACH ACCIDEVT $ OFFICERIMEMBER D(CLUDEDO E L DISEASE-EA EMPLOYEE $ II as,aesoibe under SPECIAL PROVISIONS below E L DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONSI VEHCLES A EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS SALES, SERVICE OR CONSULTING ORGANIZATIONS / CERTIFICATE HOLDER IS DESIGNATED AS AN ADDITIONAL INSURED WITH REGARD TO GENERAL LIABILITY BY POLICY FORK CG2010, SUBJECT TO POLICY TERNS AND CONDITIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF RENT DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAUL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 22D FOURTH AVENUE SOUTH IMPOSE NO OBLIGATION OR UABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR - REPRESENTATIVES RENT NA 98032 AUTHORIZED REPRESENTATIVE 6 � /, FljJWAJL/T�7NJI4 ACORD 25(2001/08) ©ACORD CORPORATION 1988 Page 1 of 2 ya ti ASPNFAB 7/17/2009 8:14 AM PAGE 5/005 Fax Server 7/16/2009 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) If SUBROGATION IS WAIVED, subject to the terms and conddions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon ACORD 25(2001108) Page 2 of Y Copyright ISO Properties, Inc.,2004 Page 1 of 2 UNIFORM R ASPNFAX 7/17/2009 8: 14 AM PAGE 2/005 Fax Server POLICY NUMBER.PAS002025189 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oroanization(s): Location(s)Of Covered Operations City of Kent City of Kent Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section 11 —Who Is An Insured is amended to This insurance does not apply to"bodily injury' or include as an additional insured the person(s) or "property damage"occurring after organization(s) shown in the Schedule, but only 1. All work, including materials, parts or equip- with respect to liability for"bodily injury", "property ment fumished in connection with such work, damage" or "personal and advertising injury" on the project (other than service, mainte- caused, in whole or in part, by nance or repairs) to be performed by or on 1. Your acts or omissions, or behalf of the additional insured(s) at the loca- l. The acts or omissions of those acting on your ton of the covered operations has been ccm- behalf, pleted, or in the performance of your ongoing operations for 2. That portion of "your work" out of which the the additional insured(s) at the locaton(s) desig- injury or damage arises has been put to its natedabove intended use by any person or organization B. With respect to the insurance afforded to these other than another contractor or subcontrac- addtcnal insureds, the following additional exclu- for engaged performing operations for a principal as a part of the same project sions apply CG 2010 07 04 Copyright, ISO Properties, Inc.,2004 Page 1 of 2 UNIFORM EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. EXHIBIT B (Continued ) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. REQUEST FOR MAYOR'S SIGNATURE \14S7 SCENT Please Fill in All Applicable Boxes WASHINGTON Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: .� �� Phone (Originator). Sago Date Sent- _ _ Date Required: H5 R- Return Signed Document to: L.{ CONTRACT TERMINATION DATE: VENDOR NAME: N ��� C� DATE OF COUNCIL APPROVAL: n .� Brief Explanation of Document: All Contracts Must Be Routed Through the Law Department f (This Area to be Completed By the Law Department) Received: Approval of City Attor y: City Attorney Comme r . Date Forwarded to Mayor: 0-6 Shaded Areas to Be Completed by Administration Staff t.@E°'Let, - Received: Recommendations & Comments: Disposition: � � , � = Date Returner: lage5870 • 2/04