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HomeMy WebLinkAbout25-195 - Contract - Gallagher Benefit Services, Inc. - Employee Benefits Broker ServicesCity of Tukwila Contract Number: 25-195 Council Approval 6/16/25 • 6200 Southcenter Boulevard, Tukwila WA 98188 PROFESSIONAL SERVICES AGREEMENT (Includes consultants, architects, engineers, accountants, and other professional services) THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and Gallagher Benefit Services, Inc., hereinafter referred to as "the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Proiect Designation. The Consultant is retained by the City to perform benefit broker services. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreements Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending July 15, 2028, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than July 15, 2028 unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $7,000 per month without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. Notwithstanding the foregoing, City shall own all final deliverables provided to City by Consultant as part of the services provided under this Agreement, provided however, Consultant shall retain sole and exclusive ownership of all right, title, and interest in, and to, its intellectual property and derivatives thereof which no data or Confidential Information of the City was used to create and which was developed entirely using Consultant's own resources, including any and all pre-existing or independently developed know-how, methods, processes and other materials prepared by Consultant. To the extent Consultant's intellectual property is necessary for the City to use the deliverables provided under this Agreement, Consultant grants to City a non-exclusive, royalty -free license to Consultant's intellectual property solely for City's use of such deliverables. 6. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with federal, state, and local laws, ordinances and regulations, applicable to the services rendered by Consultant under this Agreement. 7. Indemnification, No Express Warranty, and Limitation of Liability. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, brought by a third party directly arising out of or resulting from the negligent or fraudulent acts, errors or omissions of the Consultant in performance of this Agreement, except for bodily injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. Consultant expressly disclaims any and all warranties, express or implied, including, without limitation, the warranties for merchantability and fitness for a particular purpose. Notwithstanding any other term or provision of this Agreement, Consultant shall only be liable for actual damages incurred by the City and shall not be liable for any indirect, incidental, special, consequential or punitive damages even if such party was aware of the existence of such damages. Furthermore, the aggregate liability under this Agreement, if any, of Consultant to the City for claimed losses or damages shall not exceed $1,000,000.This provision applies to the fullest extent permitted by applicable law. 8. Insurance. The Consultant 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 Consultant, its agents, representatives, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. CA revised May 2020 Page 2 } Public Entity Full Availability of Consultant Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. A. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. B. Notice of Cancellation. Any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided to the City. C. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand. 9. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 14. Termination. CA revised May 2020 Page 3 } A. The City reserves the right to terminate this Agreement at any time by giving ninety (90) days advance written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 17. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: Gallagher Benefit Services, Inc. Attn: Office of General Counsel 2850 Golf Road Rolling Meadows, IL 60008 18. Entire Aareement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA revised May 2020 Page 4 } DATED this 18th day of June _'2025 CITY OF TUKWILA gned by: s SiA&S Otil-G U, Thomas McLeod, Mayor ATTEST/AUTHENTICATED: Signed by: FECirT4�CFF6xC8� ... Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: Signed by: ... Office of the City Attorney GALLAGHER BENEFIT SERVICES, INC.: DOCUSigned by: TW Akiukr By: DEEBC12C6160453 .. Printed Name. Todd Miller Area President, Pacific Northwest Title. CA revised May 2020 Page 5 } Exhibit A DESCRIPTION OF SERVICES/SCOPE OF WORK Specific responsibilities of the Consultant will include, but will not be not limited to, the following: A. Plan Administration • Provide insurance brokerage and advisory services associated with employee benefit plans. This includes acting as an intermediary on the City's behalf with the underwriting community, conducting marketing activities, analyzing options and proposing recommendations, assisting the City in administering group insurance plans, responding to questions from and providing information to staff representatives, settling claim disputes, and other oversight services during the course of the programs. • Represent the City in all negotiations with carriers on all issues including those related to premiums, benefit levels, plan design and special terms and conditions. • Assist the City with the implementation of new programs including alternate funding arrangement or changes to existing programs, which may include attending various onsite meetings. • Assist with benefits committee meetings as needed. • Meet with and provide reports to various City representatives, when requested by the City, including the City Council, administration, employee groups, and staff. • Provide a central resource for documenting activities surrounding the delivery of benefits. The resource includes benefit plan objectives, current and historical plan data, documentation of plan issues and decisions, efficiency of renewal processes, and appropriate federal and state plan compliance. • Review benefit designs and provide recommendations on all health and welfare benefits to provide cost management and savings to the City. • Provide input and recommendations on any mandated benefit design changes. Support annual benefits open enrollment by providing one or more staff onsite to assist with benefit awareness (facilitating "lunch and learns", meeting in person with employees to explain benefits, etc). • Support Human Resources staff with one or more staff onsite during and after annual benefits open enrollment to manage EDI feeds, liaise with vendors, auditing, and compliance. • Support Human Resources staff during open enrollment and ad hoc requests with online benefits portal (currently NeoGov Benefits) to manage EDI feeds, liaise with vendors, auditing, and compliance. • Manage plan changes with vendors as necessary. • Provide leadership with carrier relationship management. • Assist with contract and policy review. B. Financial Analysis, Monitoring and Planning • Define objectives and initiatives through strategic planning to assist the City in controlling/reducing health plan expenditures while retaining a competitive benefits program. • Regularly review claims experience, claims service, and claims administration to ensure maximum benefit to the City. CA revised May 2020 Page 6 } • Analyze factors driving the City's plan costs and recommend opportunities to better manage costs, access and quality. Determine and recommend the most economical funding methods for the benefit programs. • Conduct strategic planning sessions to review performance of the City's current employee benefits coverage and establish future objectives and strategies to manage the employee benefit coverage. • Meet with and provide reports to various City representatives as required on an as -needed basis to discuss strategy and new issues. • Assist the City with the implementation and communication of new programs or changes to existing programs, which will include attending and presenting information at Open Enrollment meetings. • Research and advise the City of any new developments in the law and employee benefit programs on an ongoing basis. • As requested, prepare bid specifications and solicit proposals for insurance markets which specialize in group insurance plans or self-funded programs as needed. Evaluate bids and bidders, including administration, claim payment procedures, customer service, provider networks, reserve establishment policies, financial soundness, and identifying the most cost -beneficial package from the various bidders. • Interface with insurance carriers as needed to assist the City in the resolution of problems associated with the benefit programs. • Provide market data and recommendations for implementation of benefits and programs as requested. • Monitor current market trends; Proactively notify the City of any anticipated rate changes and suggest alternatives to support low costs to both the City and employees. • Establish comprehensive claims reports for identified coverage such as medical and pharmacy, detailing paid claims (and reimbursements, if applicable), premium/funding and enrollment summaries. • Provide ongoing quarterly analysis of plan financial experience. • Provide annual financial reporting • Compare premium rates and employee contributions to local, regional or state public sector norms. • Provide assistance in calculation of plan funding rates and prospective employee contributions. • Coordinate annual actuarial analysis to recommend funding rates for the City's self-insured plans and to produce a three-year budget projection. C. Compliance • Provide updates and ongoing assistance with federal and state reporting and compliance as required by outside agencies. Assist the City in complying with all related Federal and State laws and regulations, as well as, contract requirements. • Research and advise the City on changes in statutes, rules, and regulations regarding the City's responsibility under federal and state laws and develop procedures to ensure its benefit programs are in good legal standing. • Research and advise the City regarding legal issues; represent the City in legal matters as appropriate, in partnership with the City attorney. CA revised May 2020 Page 7 } D. Employee Communications & Claims Resolution Support • Provide custom communications, online tools, and other interactive services so participants understand their employee benefits and the value thereof. • Develop and maintain an internal and external benefits website. • Provide updated benefit marketing materials such as fliers, brochures, etc. • Facilitate onsite benefit education sessions monthly and office hours to assist with employees understanding their benefits • Provide ongoing support, reporting, etc. for Healthcare Committee. Present information to Executive team, Healthcare Committee and other internal partners as needed. • Provide employee assistance for claims resolution through a Benefit Advocate service. • Coordinate with City representatives on employee relations issues concerning group insurance and benefit programs. E. Annual Renewals • Represent the City in negotiations with carriers on all issues, including those related to premiums, benefit levels, plan design and special terms and conditions. • Provide funding rates for renewal year for active employees, retirees, and COBRA participants. • Prepare Requests for Proposals (RFP's) for City benefit plans, including alternative funding arrangements. This includes evaluating the responses and recommending changes to the City based on the RFP findings. • Develop Summaries of Benefits and Coverage (SBC) • Assist with preparation of Summary Plan Descriptions (SPD) • Conduct annual competitive bidding for stop loss and present renewal options. • Act as an advocate of the employees and City in resolving difficult claims and administrative problems CA revised May 2020 Page 8 } Exhibit B Compensation: Contractor shall receive an annual fee of $84,000, which will be invoiced to the City in the amount of $7,000 per month. CA revised May 2020 Page 9 }