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Ordinance No. 4,37760213 -2 ORDINANCE NO. 4377 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH JAMES BENEFITS FOR THEIR PROFESSIONAL SERVICES AS EMPLOYEE BENEFIT CONSULTANTS; AUTHORIZING PAYMENT OF $10,000.00 TO JAMES BENEFITS FOR THEIR SERVICES; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. WHEREAS, the City of Baytown provides a complex, comprehensive benefit plan for its employees, which benefits include medical, dental, and life insurance, retirement benefits, and self- funded sick leave and vacation benefits; and WHEREAS, the City has determined that the service of a professional employee benefit consultant would assist the City in managing these benefit plans; and WHEREAS, the City believes that such a professional employee benefit consultant could help the City in reducing the costs, both present and future, of the City's benefit plans; and WHEREAS, James Benefits specializes in administration of large self- funded benefit programs, and has agreed to act as the City's consultant by reviewing the City's benefit plans and assisting in the preparation and administration of such changes the City may desire to make; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Manager is hereby authorized to execute a contract with James Benefits for professional services as Employee Benefit Consultants, a copy of said contract being attached hereto as Exhibit "A." Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City of Baytown, this the 13th day of February, 1986. TEMMETT • -� TTO, ATT J EIL EN P. HALL, City Clerk FIMW' / ANALL STRONG 'w CONSULTING CONTRACT THIS CONSULTING CONTRACT, made and executed the day of by and between hereinafter referred to as "Plan Sponsor," and JAMES BENEFITS, a division of Fred. S. James & Co., hereinafter referred to as "Consultant." RECITALS The Consultant is engaged in the business of performing services as Employee Benefit Consultants. The Plan Sponsor hereby engages the services of Consultant to provide consulting services for , hereinafter referred to as "Plan." For and in consideration of the mutual covenants herein contained and the monetary consideration herein recited, it is mutually agreed as follows: 1. Services to be Performed, The Consultant shall perform for the Plan Sponsor consulting services in conjunction with the Plan. The consulting services to be performed by the Consultant are set forth in Exhibit B, attached hereto and by reference made a part hereof for all purposes. (a) As a part of the services to be performed by the Consultant, the Consultant shall maintain and operate an office for such purposes and pay all normal costs and expenses for such maintenance and operation (except as herein set forth). (b) The Consultant shall employ a sufficient staff of employees or others to provide the consulting services to be per- formed by the Consultant hereunder. The Consultant will not provide nor be responsible for the expense and cost of legal counsel, actuaries, consulting physicians or dentists, certified public accountants, investment counselors, in- vestment analysts or similar kinds of services performed for the Plan Sponsor; and the Consultant shall not be authorized to engage such services or incur any expense or cost therefore without the written consent of the Plan Sponsor. In the event that the Consultant engages such services at the request of the Plan Sponsor, the Plan Sponsor shall be responsible for such services and the cost and expense thereof. (c) The services to be performed by the Consultant shall be ministerial in nature and shall be performed within the framework of policies, interpretations, rules, practices and procedures made or established by the Plan Sponsor. The Consultant shall have neither discretionary authority nor discretionary controls respecting management of any of the plan's funds, and shall not have authority to nor exercise any control respecting management or disposition of the assets of such funds; and, shall not render investment advice with respect to any money or other property of such funds. 2. Service Fee. The Plan Sponsor agrees to pay to the Consultant for the. services to be performed hereunder the following fees: (a) An initial one -time consulting fee of S payable on or before (b) A monthly fee of. The monthly fee will be paid monthly in advance but no later than the 10th of each month. Interest will be charged at the rate of one and one -half percent (I 1/20Io) per month or the maximum rate allowed by law, whichever is Iess. 3. Term. The term of this Consulting Contract shall be for one year, beginning and ending At the end of the contract year if neither party requests a change, the contract shall be automatically renewed. The fees stated in paragraph two (2) are subject to negotiation on the anniversary date of the con- tract, or on any monthly due date after the initial one year period, providing the consultant has given timely notice of intent to adjust the fees. The new fees and contract will continue in force for one year from the effective date. Either party shall have the right to terminate or renegotiate the contract by giving to the other party written notice of such termination or renegotiation of the terms of the contract at least thirty (30) days in advance. In the event timely notice of intent to renegotiate the terms of the contract is given by either party , the contract shall continue until such renegotiated terms are agreed to in writing. In the event that such renegotiated terms are not agreed to in writing by both parties within thirty (30) days following the expiration date of the then current contract year, this contract shall terminate upon thirty (30) days notice. The Consultant will have no further responsibility or obligation hereunder upon termination of this contract. 4. Records and Files. The Consultant shall maintain all records in conjunction with the consulting services to be performed — hereunder. The confidentiality of such records shall be maintained by the Consultant and the information therein shall not be divulged or disclosed or made available to persons other than the Plan Sponsor without the prior written approval of the Plan Sponsor or a court of competent jurisdiction. In the event of the termination of this contract, the Consultant shall deliver CC 7185 1 to the Plan Sponsor, upon written request, within a time period mutually agreeable, but not to exceed six (6) months from date of termination, the files and documents pertaining to this account. If additional information is requested by the Plan Sponsor after this Contract terminates, the Plan Sponsor will pay all costs incurred by the Consultant in providing such infor. mation, including the cost of programming, computer charges, mailing costs, etc. The Consultant shall be entitled to retain copies of any such records at his own expense. S. Liabilities and Obligations, The Consultant shall have no responsibility, risk, liability or obligation for the funding of the Plan. The responsibility and obligation for funding the Plan shall reside solely and totally with the persons or entities so pro- vided in the Plan. (a) It is further understood and agreed that the Consultant shall have neither responsibility nor obligation to take action, legal or otherwise, against any employer or employees or other person to enforce provisions of the Plan. In the event that the Plan Sponsor desires to engage the services of the Consultant for such purposes, such services shall be engaged and rendered only pursuant to a separate written agreement between the parties. (b) It is further understood and agreed that the Consultant shall not be responsible or obligated for the investment of any assets or funds of the Plan. 6. Independent Contractor. It is understood and agreed that the Consultant is engaged to perform services under this Con- tract as an independent contractor. Consultant shall use his best efforts to implement such written instruction, if any, as to policy and procedures which may be given by the Plan sponsor to the Consultant provided that such instructions are consistent and compatible with the description of services to be performed by the Consultant and do not violate or contradict any laws or regulations, including but not limited to the Employee Retirement Income Security Act of 1974, as amended. 7. Plan Sponsor. The term "Plan Sponsor" shall be defined to include the employer or corporation sponsoring the Plan, or Trustees of the Trust sponsoring the Plan, who serve at the time of execution of this Contract and shall also include suc- cessors or successor trustees serving from time to time during the term of the Contract. The Consultant shall be entitled to rely upon the Plan Sponsor's notice or instruction. 8. A dgmnent. The Consultant shall neither assign nor delegate to any person or entity the duties, obligations or respon- sibilities of this contract without prior written approval from the Plan Sponsor. 9. Indemnification. The Consultant agrees to be responsible for any acts or omissions wherein the contract is finally adjudg- :d or willfully acknowledges it is guilty of want of reasonable and ordinary care, gross negligence, willful misconduct or lack of good faith. The Plan Sponsor agrees to indemnify, hold harmless and defend the Consultant for any acts or omissions of the Consultant not caused by gross negligence, willful misconduct, lack of good faith or want of reasonable and ordinary care. 10. Additional Services. Any changes in the Plan found to be compatible with existing systems and procedures and approved by the Consultant which require additional programming, reports or services will be at the expense of the Plan Sponsor. The Plan Sponsor agrees to make changes in benefits effective only at the beginning of the plan year, allowing sixty (60) days prior notice to the Consultant, unless agreed upon by the Consultant and appropriately written by amendment to this Contract. 11. Other Applicable Agreements. The following James Benefits agreements are by this reference incorporated in this Contract: Form Number Plan Sponsor's Title of Date Initials Agreement 12. Additional Agreements. This contract may not be modified, changed, or additions made, without putting the modifica- tions, changes, or additions in writing and having both parties to this contract sign such writing. By By Plan Sponsor Date Consultant Date CC 7185 2 EXHIBIT B CONSULTING SERVICES 1. Counsel, advise and suggest to the Plan Sponsor a specific set of benefits that will accomplish the aims of the Plan. 2. When a specific set of benefits has been agreed upon, the consultant shall market it and negotiate with appropriate in- surance carriers. 3. Prepare a detailed written report concerning the insurance companies that have been considered. This report will detail basically six aspects: A. Plan Provisions B. Service Facilities C. Net Cost D. Claim Reserves E. Dividends F. Retentions 4. Provide the consulting, underwriting, and planning to initiate a self- funded plan where applicable. 5. Provide the consulting to determine reasonable contribution levels for present benefits. 6. Provide evaluation and underwriting data for contract changes and contract provisions such as benefit increases and decreases. 7. Apprise the Plan Sponsor of the innovations and developments in the field of health and welfare that would be helpful or of interest. 8. Counsel with the Plan Sponsor concerning the financial future of the Plan to ensure the accumulation of proper reserves. 9. Provide medical cost data and medical cost trends in the area involved that would aid in designing the benefits. 10. Coordinate with legal counsel and others in regards to ERISA requirements and information. 11. Assist in the preparation of a Plan Document outlining all benefits and provisions of the Plan. 12. Assist in preparing the announcement material and Summary Plan Description that are designed to advise the Participants of the benefits available and the eligibility requirements. 13. Assist the Plan Sponsor in obtaining proper enrollment data. 14. Consult and assist in designing the required administrative forms: e.g., enrollment cards, claim forms, explanation of benefits, and drafts. 15. Provide for a review of marginal or questionable claims. 16. After the Plan has been implemented, continue to advise and counsel the Plan Sponsor on any problems that may arise in relation to the Plan. 17. Act as "Agent of Record" on the following coverages: This service includes competitive bidding of various insured plans as requested. CX 7195