HomeMy WebLinkAboutKEENAN & ASSOCIATESINSURANCE NOT ON FILE
WORK MAY Of PROCEED
CLERK OF COUNCIL
DATE: JUL 19 2018
C(IfTVC.. t'AMt>
B NEFI'I"ISRIDGE SERVICES AGREEMENT
A-2017.073
This BenefifBildge Services Agtoement ("Agreement") is made and entered into by and between
City of Santa Arta ("Client") and Keenan & Associates (" i(eenan"), as of June 1, 2017 ("effective
Date"),
WHEREAS, Client offers its employees and their dependents an Lmployoc Benefits Program (the
:<Prngeam„)i
WHEREAS, Keenan offers a web -based application mined BenefitBridge (the "PlatfomY') which
provides services for their Users (employers, employees and employees' depemlents) to manage,
view and control various aspects of employee benefits programs;
WPIF�REAS, Client desires to gain access to avid use of the Platform to support Chum's Program
pursuant to the terms of this Agreement;
NOW, therefore, in consideration of the mutual obligations contained heroin, the Parties agree as
follows:
1. 1KIRM
The term of this Agreement is from. the "Effective Date” through May 31, 2018
("Termination Date") and shall automatically renew for subsequent one (1) year periods
unless either party gives the other at least sixty (60) days written notice of its intent; not to
renew.
2. "ENAN
A. The services provided by Keenan, tender this Agreement shalt be limited to the Platform
Services described in Exhibits A. and B, the terms of which are incorporated herein by
reference. Client shall rein -tin responsible for all other aspects of the Program,
B. Keenan agrees that for the purposes of the I-Tselkh Insurance Portability and
Accouutkilityy Act of 1996 (IiTA A), Keenan is considered a Business Associate of
Client and, therefore, agrees to comply with the terms and conditions of, 48 CEPS,
Subchapter C, Part 160 et seq., with respect to the Privacy and Security Standards of
HPAA and will execute a Business Associate Agreement with the Chient.
C. Cit addition, Keenan agrees to the following, with respect to the use, disclosure and
ownctxhip of data.,
1, Ownership of clata: Client is the owner of the data inputted into the, Platform,
2. Permitted uses: Kcenan shall be allowed to create and use Aggregated Data
(combination of data inputted by Client with similar hrfornration inputted into the
Platform by other Keenan Clients) for the purposes of running trend reports and
for benchn arldrig purposes, Keenan shall own all right, title and interest in and to
the Aggrepated Data.
Kaennn &, rlxencinces — L.ice�e & O�SL2i L
i7ez,Cfiet3tueS3tvics Agrean�ne'Rlo 27Ari
C,nfidcnd,, NwOient 1Jse Only
(Rev, 021 M/ 0)
Page t of 10
Exhibit 1
3. Reports: Client and Keenan are allowed to run various reports from the
infoan>ultion inputted into the Platform as outlined in Exhibit A.
D, Keenan shall not provide any legal, tax, or accounting service, advice, or opinion, and the
Services shall not be interpreted as representing any such service, advice or opinion,
Client shall consult its own attorney on all legal issues, and its own tax and accounting
experts on all tax, accounting, and financial matters relating to its operations, including
without limitation, tlae estabhslame.nt and/nr operation of the Plans,
E. The relationship of Keenan and Client shall be that of an independent contractor and.
Keenan shall at all times remain responsible for its own operational and personnel
expenses. Linder no circumstance shall any employee of one party look to the other
party for any payment or the provision of any, benefit, including without exception,
workers' compensation coverage, Except as may be expressly scat forth in or
contemplated by thisAgreement, neither party shall have the right to act on behalf of the
other,or, to 1.7ind the othher to any contract or other obligation,
F, Keenan's responsibility to Cheat, upon notification by Client of a Platform's failure to
perform or upon Keenan's discovery of such failure, is expressly limited to the use of all
reasonable commercial inethods available to search for the failure and fix it within a
reasonable period of time. If the problems encountered cannot be fixed, Client's sole
remedyis to cease usingthe Platform,
C• Keenan. shall assist Client with the transfer of certain information into the Platform such
as the eligibility rules,
H Keenan will provide, telephone sup,s. art during the hours of $am to Spm Monday
through Friday, except for Federal holidays,
3. IENTIS RI: JQ.N$I73If L
A. Client shall provide Keenan with timely access to such information and individuals,
including its outside advisors and consultants, as may be necessary for Keenan to
perform the Services, Keenan shall not be responsible for any delay in its performance
that results from the failure of Client, or anyperson acting on behalf of Client, to make
available anyinformation or individual in a timely manner.
& All information provided to Keenan by Client, either in anticipation of or during the
terra of this Agreement, shall be complete and accurate, and Keenanmay relyupon such
Information,
C, Client, agrees that the Platform is intended for the use of its employees and their
dependents, Client shall riot provide access to the Platform to any other party or entity
without the written consent of IS.eena m
D, Client agrees ees to use tine Platform only for the puaPoses set forth in this Agreement and
that it shall not at any time: (a) create anyclerivative work based on the Platform Services,
except for the reports that Client is allowed to run from the Platform, (ii) copy or modify
the Platform services in any form.
Kenn & Assod uas Uwhe N 045IZn ,
Benefid3uidge Services Agmenwnt-No DAV
confidential For Client t.7su only
(Rev, 07./14/ 177 rage 2 of 10
E, Client shall immediately notify Keenan a on termination of any employee who has been
given administrative rights to the 13eneTilBridge system, so that Keenan can take such
steps as maybe necessary to terminate all. such rights.
4, Q MAY XNM
M1c1-EU
In exchange for the C bent's use of the Platform and Platform Services, Client shall pay to
Keenan an amotunt of $3.00 per employee per month.. Charges will be billed on a monthly
basis.
Payment for the Services shall be due upon receipt of Keenan's invoice, Any balance not
paid within forty-five (45) days following the date on the invoice shall be deemed late, A
late payment charge shallaccrue as of the date of Keenan's originalinvoice, at the rate of IV2
percent per month, or the maximum rate permitted by applicable law, whichever is lower,
Keenan shall have the right to suspend its Services if any balance owed by Client remains
unpaid for more than sixty (60) days from. the date of the invoice,
IMIMIL4im—E99
If Client terminates this agreement within the first twentyfour months, it will be charged an
Installation Fee of 410,000. If Client uses the Platform for twenty-four months or more, the
Installation Fee will not be charged.
If, for any, reason whatsoever, the Client stops the Benefitl3ridge installation process once it
has begun, Client will be charged a 410,000.00 Reactivation knee to reactivate the
BeneIfitt3ridge installation,
Oben Enrollment Fee
C.Jient is entitled to one annual onlure Open Enrollment at no charge.. Client shall be
charged a flat fee of $15,000.00 for each additional online Open ,Enrollment that is
performed in a given plan year, An "Open. Enrollment" occurs whenever there are changes
in the plan offerings, rates, etc. that require all eligible employees to formally identify and
select the oPtion(s) of their choice.
51 INIEUEMC-1147
Keenan shall procure and maintain during the term of this Agreement the following
insurance coverages, and shall provide certificates of insurance to Client upon Client's
request.
(1) / X�tk 'PWns t' t , Workers' Canipensation Insurance in conformance with the
laws of the State of California and applicable federal laws.
(2) Bodily TnjuIy, TOeltli and :Progeny I71m e l iambi( ln a Zncg. General liability
Insurance (including motor vehicle operation) with a 'Tyro Million. Dollar (47„000,000)
limit. of .liability far each occurrence and a Two Million Dollar (42,000,000) aggregate:
Wait of liability.
y.
& Assncixces - License N 0,151M
BcnefkBjid a Services Agmemomc No DAV
Corddendal For C;liene Use Only
(R, .W/14/17) Pay 3of IQ
(3) Pr"f iQ al iab" it Iusu rice. Professional Liability Insurance with a Two Million
Dollar ($2,000,000) limit of liability for each occurecnce and a 'two Million Dollar
($2,000,000) aggregate limit of liability.
(4)C ber. A[0)Jjydv W �r _. Cyber I ability Insurance with a Twa Mil.lion'Dollar
($2,000,000) limit of liability for each occurrence and a Two Million Dollar ($2,000,000)
aggregate limit of liability.
G, FIDE'N T I.TY'
A. As a result of their relationship Larder this Agreement each party may gain access to
confidential information concerning the other. For purposes of this Agreement, the
term "Confidential Information" includes, without: limitation, i) any information or data
about a party's business operations, clients, employees, naarlcetiig plans, method of
operation, trade secrets, arr financial performance; ii) information about any individual
participating in, the Programs, such as name, address, social security number,
compensation, and medical history, and iii) any other information about a party that is
not available to the general public. Neither party shall, without the written consent of
tlhe other release, disclose, or disseminate the other party's Confidential Information
except as is necessaryfor the performance of the Services.
B. In the event that either party becomes the subject of a subpoena or court order
compelling the disclosure of the other party's Confidential information, that party shall
immediately notify the other so that the party whose Canfidential Inlornation is being
sought can take such action as may be necessary to prevent or limit the release of its
Confidential Irnfornhation.
C Neither party shall be deemed to be in breach of this Section 6 i. it has notified the other
before it releases the Confidential InfOrl ration pursuant to a subpoena or court order,
and the party whose Confidential Information was requested, fails to provide, before the
deadline for disclosure, a copy of court order quashing; the subpoena or otherwise
limiting the original demand for the Confidential Information.
YJA RANELY DI MERS
A. Client understands that the services, the Platform, and the content related thereto are
provided on an informational basis only and are not intended and shall not be taken to
substitute professional medical advice, diagnosis or treatment,
B. Keenan does not warrant and is not responsible for any third -panty products or services
and Client understands that its sole and exclusive tights and remedies with respect to any
third -party products or services are against the third-pan:y vendor and not against
Keenan.
C. Subject to the specific services set forth herein, Keenan shall not be responsible for any
damages that Client or its authorized participants suffer or incur because of their.failure
to (i) seek the advice of a physician or- other qualified health provider in connection with
any medical condition; (ii) comply with professional medical advice; or (4 delay to seek
Xcenan&A ociaies- L.icanse X 0,151271 f
GenetieU'lle Services Apverne*o-No DAV
CCordidenda�For Chem Use Only
(Rev. 02/64/17) ('nge4 of I0
triedical advice for any reason, including but not limited to, information provided in
connection with the services, the platform and any content related thereto.
D. If either party breaches this Agreement, then the breaching party shall defend, indennnify
and hold harmless the non -breaching patty, its officers, agents and employees against all
claims, losses, demands, actions, liabilities, and costs (including, without linutation,
reasonable attorneys' fees and expenses) arising from such breach, In addition, if
Keenan (() becomes the subject of a subpoena or is otherwise compelled to testify or (ii)
becomes the subject of a claim, derm ind, action or liability brought or asserted by one of
Client's employees, plan beneficiaries, or Plan vendors ("Third -Party Demand") relating
to the Services and such 'Third -Party Dernand is not a direct result of ISeenan's
negligence or willful misconduct, then Client shall defend, indemnify and hold Keenan
harmless from all losses, payments, and expenses incurred by Keenan in resolving such
"i"hird-Part7I)emand,
Notwithstanding anything to the contraryiut this Agreennent, in no event shall either party -be
liable for arrypunitive damages, fines, penalties, taxes oranyindirect, incidental, or special
damses irtcurred by the other patty, its officers, employees, agents, contractors or
consi5tants whether or not foreseeable and whether or not based in contract or tots claims
or otherwise, arising out of or hn connection with this Agreement even if advised of the
possibility of such damage.
Keenan's liability to Client shall not exceed the amount actually paid by Oient under this
.Agreement during the period of six (G) months preceding the occurrence of the alleged
damage,
9. R ! PCTTE RESOLUTION
A. In the event of any dispute arising out, of or relating to this .Agreement that cannot be
settled through informal discussion or mediation, such dispute shall be resolved by
submission to binding arbitration before judicial. Arbitration 8� Mediation Services
("JAMS") or ADR Services, at the claimant's choice, in Orange County, Calfonni.a,
before a retired judge or justice. If the parties are unable to agree on a retired judge or
justice, the selected arbitration service (JAMS or ADR Services) will select the arbitrator,
P. In any such arbitration, the parties shall be entitled to take discovery in accordance with
the provisions of the California Code of Civil Procedure, but either party may request
that the arbitrator 1uuit the amount or scope of such discovery, and in determining
whether to do so, the arbitrator shall balance the need for the discovery against the
parties' mutual desire to resolve disputes expeditiously and inexpensively.
C. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce
any provision of this 4,reemcnt will be awarded reasonable attorneys' fees and costs
incurred in that action, arbitration of proceeding, or in the enforcement of any judgment
or award rendered.
Koersvn &Assoch=4 - License M 0451271
UenefitBiklge Setviece Agrecnreno-Nu DAV
Confidential vor Client Use Only
(Rcv, tl2/ IJ/ M Nge 5 of 10
10. IRAMMM.QNS
A. The term of this Agreernom shall be in effect until the ternvnation date specified in
Section 1 above, unless temainated in accordance with this Section, in which case until
the occurrence date. This Agreement shall be terminated immediately upoae
1. The filing of a voluntary petition (or an involuntary petition that remains unstayed
for sixty (60) days) in baAruptcy by (against) either Partyto this Agreement; or the
dissolution or insolvency of Client;
2. The enactment of any government or regulatory authority; agency or federal or
state court law, utile or regulation, or the adoption of new interpretations of
existing laws, rules or regulations, or the issuance of arty order or policy, �vlaiclr
renders the continued performance by either party under this Agreement unlawful;
.3. The breach of this Agreement by the ocher party, but only after the terminating
party has given written notice of the breach to the other party, and such, breach
continues unremedied for a period of thirty (30) days after such notice.
B. This Agreement maybe terminated by either Party upon sixty (60) days notice,
C. Any continued performance by the non -breaching party shall not be construed as a
waiver of the other parry's right to temnate the Agreement under this section.
D, All terns of this Agreement (other than Keenan's obligation to provide services and
Client's obligation to pay for future services), shall survive the expiration or termination
of this Agmernent,
11. GENERAL
A. This Agreement, its recitals and all attached exhibits constitute the entire understanding
of the parties related to the subject matter of the Agreement, and supersede all prior and
collateral statements, presentations, communications, reports, agreements or
;understandings, if any, related to such matter(s).
B. Notwithstancing any provision herein to the contrary, this Agreement is riot intended
and shall not be construed as creating or conferring any rights or rerneclies on any third
parties that are not Partr'es to the Agreement. Enforcement of any remedy for breach of
this Agrerrnent rruny onlybe pursued bythe Parties to this Agreement.
C. No modification or amendment to this Agreement shall be binding unless in writing and
signed, by authorized representatives of both parties, Any waiver or delay by a party in
enforcing this Agreement shall not deprive that party of the right to take appropriate
action at a later gime or due to another breach, 'T'his Agreement shall be interpreted as if
written jointly by the parties.
D. No failure, or delay in exercising any right, power or privilege under this Agreement shall
be construed as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or privilege
under this Agreement
Keenan & Associates — License # 4431.271
13enclittlid e5mvim Agmemnnu-MaDAV
Crinfidentk For0im Uqo Only
(Rev, (12/14/m page 6 0l' le,
E. The invalidity or unenforceabihtyof anypravision of chis Agreement shall neat affect the
validity or enforceability of any of the other provisions of this Agreement, all of which
shall remain in full force and effect.
R this Agreement maynot be assigned by either. Party without the prior written consent of
the other Party,
G. Neither party shall be liable or deemed to be in default for any delay or failure in
performance under this Agreement resulting, directly or indirectly, from acts of God,
civil or military authority, acts of public enemy, war, accidents, fires, explosions,
earthquakes, floods, power outages,, failure of computer systems, machinery or supplies,
vandalism, strikes, or other work interruptions, or any similar or other cause that is
beyond the reasonable control of either party, Each party shall malse a good falth effort
to perforrn under this Agreement in the event of any such circumstances, and shall
resume full performance of its contract duties once the cause of the delayhas abated.
1I. In the event of any dispute relating to this Agreement, the prevailing party shall be
entitled to recover attorneys' fees and costs, including but not limited to, those inc:tuxed
in resolving the dispute.
1. .Any rule of construction that -ambiguities are to be resolved against the drafting Party
shall not be employed in the irrteripreta.tion of this Agreement, or any amendments or
exhibits hereto.
All notices hereunder shall be in writing and shall be sent to the parties at the addresses
as set forth below, or to such other individual or address as a party may later designate.
Notices shall be sent via personal delivery, courier service, Urn ted States mail (postage
pre -paid, return receipt requested), express mail service, electronic mail, or fax. Notice
shall be effective when delivered, or if refused, when delivery is attempted. Notices
delivered during non-worliirag hours shall be deemed to be effective as of the next
business day,
If the notice relaxes to a legal rnatterordispute, a copy shall be sent to:
I'ieenan & Associates
2355 Crenshaw Blvd„ Ste, 200
Torrance, CA 90501.
Attn: Legal Department
Fax: (310) 533-0573
K. This Agreement may be executed in counterparts and by fax signatures and each shall be
deemed to be an original,
fieenin & Associates - Lieeiue N 0451271
Banefit7lddgc $crvices Ag,ecntent•1Vt> rJAV
Cbofidaarial Forclienr. Use Only
(Rev. 02/14/P) Page 7 of 10
A'T'TEST;
MARIA IIUIZAR
Cleric of tite Council
APPROVED ASTO FORK:
SONIA R. C;A.RVALHO
City Attorney
Laura A. Rossini
Senior Assistant City Attorney
Executive Director of Human Resources
CITY OF SANTA ANA
Raul Godine
City Manager
L. Each person signing this Agreement on behalf ofapqrLyrepresms and warn ms that lie
or she his the necessary authority to hindsuch partyandthat this Agreement is binding
on and enforceable against such party.
Keenan & hisociares - License # 045 1171
Itanafk1sli,c, Stivi"s Agreement -No DAV
i4por Client Use Only
(Rev, 02/14/t7) Page 9 of 10
BY;
See Attached Signature
Ry;;
i Umi
T
4�dLuL
2355 Crenshmv Blvd., Ste, 200
CA„90501
_14M
'1"e net
g_jL
lq,212-0363
f4mlail.
Keenan & hisociares - License # 045 1171
Itanafk1sli,c, Stivi"s Agreement -No DAV
i4por Client Use Only
(Rev, 02/14/t7) Page 9 of 10
EXIAA1Vl.T A.
Platform Services and Reports
Ba frr r S&Ly1Ces 11c cz o61S.;
A. 'The Platform provicles the following services:
1. Benefit administration £uuction4rlity uacludi.ng the ability to manage eligibility
rules for various classes of employees/dependents;
2. Online enrollment functions enabling employee self-service or Client enrollment
on the Client's employees' behalf;
3. .benefits billing and eligibilityfunctions including the abilityto create and
transmt carrier -billing reports;
4, The ability to cormmunicate general health and welfare information and for the
Client to upload documents and web links germane to the Client;
5. Other useful content as Keenan deems appropriate,
B3 With respect to the Platform, Keenan will:
1, Maintain the Platfortrn and keep its contents updated and current;
2, Provide technical support to the Client;
3, Provide training on the Platforrm, to the Client's Human Resources users and for
employyee to nets;
4. Pravicle implementation support; including the loading of the plan designs, the
eligibilityrules, Client census files, initial user data and other data required to
enable the Platform;
5. Provide annual updates to plan designs and related eligibility rules stored in the
Platform;
6. ldentifyemployees, dependents, and retirees who are enrolled in.plans for which
they are defined as ineligible;
7. Set up data transfers with the Client's carrier's;
8, Ensure that standard reports are available for the Client's census, carrier bills and
related benefits.
C. With respect to the Platform, the Client will;
L Maintain user passwords and accounts for any employees given access;
2. Provide initial census data files;
3. Workwith Keenan to acquire cac-iier mernbeiship files;
h, Work with Keenan to fully define eligibility rules,
Knennn llssaiaces- License H Q451271
6eneficFSridge Services Agmemm-No DAV
Confidential Por Client lila only
(&.w. 02/111/14 Page 9 of to
Enhomeed Services Option
Definitions
a, Putuds Care, An E thancernent than will allow retirees andplan participants
appltraching retirement age to access options for Medicare supplement insurance
products. Ibis Enhancement is available only to those Clients who have executed a.
Supplement Services Addendum for Retiree Medical Services,
b. Voluntary Benefits. An Enhancement that wilt allow employees to access, applyy for,
and purchase, on an individual basis, certain elective benefits that air. not included in
Client's benefit plans. Depending upon carrier practices Client may be rewired to
collect premiums (e,g„ payroll deduction) and submit to carriers.
c. Age Out Options, An Enhancement that permits Keenan to use data from Benefit
Bridge to identify dependants approaching 26 and, alert them that they will no longer
be eligible on their parents' plan and provides options for them to explore and/or
purchase individual coverage,
2. Client hereby authorizes Keenan to install all Enhancements on its BenefitBridge Platform
EXCET'T' the following (check auyErdiancementr, that, you do NOT want);
A. ptuturis Care
b. 'VoluntaryBenefits
c, Age Out Options
3. Data stored on BerrefitBridge may be transmitted electronically to carriers and other
Vendors ("Vendors") to facilitate the application for and/or enrollment in products and
programs offered thmugh the Enhancements. No Data will be transmitted unless an
individual has, through the use of an Enhancement, elected to purchase or participate in the
Vendor's product or program,
4, The Enhancements will be installed without charge to Client. It is understood and agreed
that Keenan may be compensated by the Vendors in exchange for facilitating the
application/enrollment ptoce'ss by try srrutting the data electronically from BerlefitBridge,
and that Keenan nmayreceive a conunission from one or more Vendors as a result of the sale
of their products or ptograms to an individual employee.
Keenan CAssodaees - License 00451371 `."'
Benefid3,idge 5eivitas Agreement -No DAV
anfidentinl Tor Client Use Only
(iiev, 02/ 14/ 17) Pagc 10 of 10