HomeMy WebLinkAboutItem 14 - Execution of a Successor & & 2nd Amend. with Keenan & Associates Human Resources
https://www.santa-ana.org/hr
Item # 14
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 1, 2021
TOPIC: Approve and Authorize Execution of a Successor Agreement and a Second
Amendment with Keenan & Associates
AGENDA TITLE:
Approve a Successor Agreement and a Second Amendment with Keenan & Associates
for Employee Group Insurance Consulting Services Agreement and to Add KeenanWell
Consulting into the Scope of Services
RECOMMENDED ACTION
Authorize the City Manager to execute a:
1) Successor Agreement with Keenan & Associates for the following services:
Act as the Broker of Record/Consultant for the City’s Group Dental, Vision, Life,
Accidental Death & Dismemberment, Long Term Disability, Employee Assistance
Program, Retiree Billing, Section 125 Flexible Spending Accounts, Affordable Care
Act (ACA) Reporting, and Family Medical Leave Act (FMLA) administration.
Keenan & Associates is paid commission through the insurance carriers and
therefore there is no fiscal impact to the City for this service. The agreement will
be effective July 1, 2021 through June 30, 2022 and automatically renew for
subsequent one (1) year periods unless terminated earlier in accordance with
section one (1) of the agreement, subject to non-substantive changes approved by
the City Manager and City Attorney.
2) Second Amendment with Keenan & Associates agreement to incorporate
KeenanWell Consulting into the scope of services, for the development and
implementation of an Employee Wellness Program (“Wellness Program”), from
June 1, 2021 to June 30, 2021.
The Wellness Program will automatically renew for subsequent one (1) year
periods unless terminated earlier in accordance with section one (1) of the
agreement. The first period will run July 1, 2021 through June 30, 2022, services
provided shall be not to exceed two thousand dollars ($2,000), and for subsequent
years, the Wellness Program shall not exceed twenty-five thousand ($25,000),
Approve Agreement with Keenan & Associates
June 1, 2021
Page 2
1
7
5
2
subject to non-substantive changes approved by the City Manager and City
Attorney.
DISCUSSION
On June 21, 2016, the City Council authorized the City Manager and Clerk of the Council
to execute an agreement (A-2016-162) with Keenan & Associates for a term of June 21,
2016 through June 30, 2018, to act as the Broker of Record/Consultant for the City’s
Group, Vision, Life, Accidental Death & Dismemberment, Long Term Disability, Employee
Assistance Program, Retiree Billing, Section 125 Flexible Spending Accounts, Affordable
Care Act (ACA) Reporting, and Family Medical Leave Act (FMLA) administration. On
February 6, 2018, Council approved a first amendment (A-2018-022) extending the term
of the original agreement (A-2016-162) from July 1, 2018 through June 30, 2021 (Exhibit
1).
In January 2020, the Human Resources Department established an Employee Wellness
Program through a grant program awarded by the League of California Cities; however,
the grant monies expired on December 31, 2020. The wellness program is designed to
provide City of Santa Ana employees with health and wellness programs and resources
to achieve better health and reduce health risks. These programs include, but are not
limited to, the following: ‘Healthy Eating,’ ‘Physical Activity,’ and ‘Mental Wellness.’
KeenanWell will provide a dedicated subject matter expert for Wellness Programing, who
can provide strategic planning, coordinate resources between our various insurance
carriers and third-party providers and provide marketing and communications support
(Exhibit 2).
Approval of these recommended actions will allow the Human Resources Department to
continuously provide comprehensive benefits strategies for employees’ benefits and
wellness, implement solutions that positively impact employee productivity and retention,
and address the full employee life-cycle from on-boarding through retirement needs.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
There is no fiscal impact for Keenan & Associates to Act as the Broker of
Record/Consultant for the City’s Group Insurances.
For the KeenanWell Consulting Services, funds are currently budgeted in the Quality
Service Training Fund, Contract Services- Professional (08809050-62300) for current
fiscal year, 2020-2021. Funds for next fiscal year, 2021-2022, will be available in the
Quality Service Training Fund, through the carry forward process and will be budgeted
accordingly every fiscal year after.
Approve Agreement with Keenan & Associates
June 1, 2021
Page 3
1
7
5
2
EXHIBIT(S)
1. Exhibit 1: Employee Benefits Consulting Services Agreement
2. Exhibit 2: Second Amendment to Employee Benefits Consulting Services
Agreement (A-2016-162)
Submitted By: Jason Motsick, Executive Director of Human Resources
Approved By: Kristine Ridge, City Manager
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 1 of 17
EMPLOYEE BENEFITS CONSULTING SERVICES AGREEMENT
This Employee Benefits Consulting Services Agreement (“Agreement”) is made and entered
into by and between City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and State of California (“Client”) and Keenan & Associates, a
California corporation (“Keenan”), as of July 1, 2021 (“Effective Date”).
RECITALS
WHEREAS, Client desires to secure a variety of insurance products, and related services in
conjunction with the health and welfare benefits provided to its eligible employees;
WHEREAS, Keenan is a specialty insurance services provider, and, as such, is qualified to provide
such services; and
WHEREAS, Client desires Keenan to provide, and Keenan desires to provide, the services
described in this Agreement for those Client benefits programs identified below (“Plans”):
Dental, Vision, Life, Accidental Death & Dismemberment ("AD&D"), Long Term
Disability ("LTD"), Employee Assistance Program ("EAP"), Retiree Billing, Section
125 Flexible Spending Accounts ("FSA"), Affordable Care Act (ACA) reporting, and
FMLA Leave Administration;
WHEREAS, Keenan is also specialized in providing wellness services, and Client desires Keenan to
provide such services; and
The parties agree as follows:
AGREEMENT
1.TERM
The term of this Agreement is from the Effective Date through June 30, 2022
(“Termination Date”) and shall automatically renew for subsequent one (1) year periods
unless either party give the other at least sixty (60) days written notice of its intent not to
renew.
2.KEENAN SERVICES AND RELATIONSHIP OF THE PARTIES
A.Client elects and Keenan shall provide its services (“Services”) with respect to Client’s
Plans for the Plan year that begins on January 1, 2021 and ends December 31, 2021
(Services provided during a renewal term shall be provided for Client’s then-current Plan
year.). A full description of the Services is provided in Exhibits A-1 through A-2
(including sub-exhibits such as Exhibit A-2-a) attached hereto and incorporated herein.
B.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. Under 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,
Exhibit 1
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 2 of 17
workers’ compensation coverage. Except as may be expressly set forth in or
contemplated by this Agreement, neither party shall have the right to act on behalf of the
other, or to bind the other to any contract or other obligation.
C. In providing the Services, Keenan shall act exclusively in an advisory and consultative
capacity. Client shall at all times have the right to determine whether to act on or
implement the information, recommendations, and suggestions provided by Keenan,
and the manner by which any such action or implementation shall be unde rtaken.
Except for Keenan’s responsibilities with respect to funds obtained from or on behalf of
Client, Keenan shall not be a fiduciary of Client.
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, the establishment, implementation and operation of the Plans.
E. In providing its Services, Keenan shall comply with all applicable state and federal laws
and regulations, and obtain and maintain all necessary licenses, registrations, and /or
permits necessary for the performance of its duties under this Agreement.
F. The Services provided to Client are non-exclusive and Keenan reserves the right to
provide the same or similar services to other clients who may be in the same industry,
business, or service as Client.
3. CLIENT’S DUTIES AND RESPONSIBILITIES
A. Client shall retain decision-making authority for its Plans, and shall manage the day-to-
day activities of the Plans, except for those duties and/or functions expressly assigned to
Keenan under this Agreement.
B. 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 any person acting on behalf of Client, to make
available any information or individual in a timely manner.
C. All information provided to Keenan, either in anticipation of or during the term of this
Agreement, shall be complete and accurate, and that Keenan may rely upon such
information.
D. If Client desires Keenan to obtain insurance quotes on its behalf, Client shall execute the
Broker of Record Designation attached hereto as Exhibit B.
4. COMPENSATION
A. Keenan’s fees for the Services rendered pursuant to this Agreement are as provided in
the attached Exhibit C. Any Services provided to Client that are outside of or in
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 3 of 17
addition to those described in Exhibit A-1, Exhibit A-2, and Exhibit A-2-a shall be
subject to additional fees.
B. It is possible that Keenan may also provide services to other entities that participate in or
provide services to the Plans (such as management services, underwriting, marketing,
claims administration, loss control services, obtaining other insurance and reinsurance).
To the extent that such services are provided, Keenan will be separately compensated by
the recipient of those services.
C. Consistent with industry practices, insurers may also pay insurance brokers, such as
Keenan, indirect compensation based upon volume efficiencies, client renewals,
marketing services, product development, technology investments and other additional
services. Keenan seeks written assurances from insurers that any such indirect
compensation will not adversely impact the pricing or coverage terms that Keenan is
able to obtain for its clients. The parties agree that any indirect compensation shall not
be considered part of Keenan’s “commissions” as that term may be used elsewhere in
this Agreement
D. Keenan shall comply with all applicable state and/or federal laws and regulations
regarding disclosure of compensation. We embrace industry efforts for transparency and
believe it is important that clients have access to information that may be rele vant to
their choice of insurance products, including the cost of such insurance and services,
and, the compensation that may be directly or indirectly paid to Keenan in connection
with the products or services that are selected. If you have questions regarding any of
these items or desire additional information, you may contact your Keenan account
representative to discuss this matter in more detail.
5. INSURANCE
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) Workers’ Compensation. Workers’ Compensation Insurance in conformance with
the laws of the State of California and applicable federal laws with limit of no less
than $1,000,000 per accident for bodily injury or disease.
(2) Commercial General Liability Insurance (CGL). Insurance Services Office Form
CG 00 01 covering CGL on an “occurrence” basis, including products and
completed operations, property damage, bodily injury and personal & advertising
injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit
applies, either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit
CGL will be inclusive of Auto Liability Insurance. Insurance Services Office Form
Number CA 0001 covering, Code 1 (any auto), or if Instructor has no owned autos,
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 4 of 17
Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident
for bodily injury and property damage.
(3) Professional Liability Insurance. Professional Liability Insurance with a Two Million
Dollar ($2,000,000) limit of liability for each occurrence and a Two Million Dollar
($2,000,000) aggregate limit of liability.
(4) Cyber Liability/Privacy Insurance. Cyber Liability Insurance with a Two Million
Dollar ($2,000,000) limit of liability for each occurrence and a Two Million Dollar
($2,000,000) aggregate limit of liability.
If the Keenan maintains broader coverage and/or higher limits than the minimums shown
above, the City of Santa Ana requires and shall be entitled to the broader coverage and/or
the higher limits maintained by the Keenan. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to the City of
Santa Ana, subject to the Limitations of Liability in Section 7 of this Agreement.
Other Insurance Provisions - The insurance policies are to contain, or be endorsed to
contain, the following provisions:
(a) Additional Insured Status- This Section shall apply to the CGL policy only. The City
of Santa Ana, its officers, officials, employees, and volunteers are to be covered as
additional insureds on the CGL with respect to liability arising out of work or
operations performed by or on behalf of the Keenan including materials, parts, or
equipment furnished in connection with such work or operations. General liability
coverage can be provided in the form of an endorsement to the Keenan’s insurance
(at least as broad as ISO Form CG 20 10 11 85 or if not available, through the
addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a
later edition is used).
(b) Primary Coverage- This Section shall apply to the CGL policy only. For any claims
related to this contract, Keenan’s insurance coverage shall be primary coverage at
least as broad as ISO CG 20 01 04 13 as respects the City of Santa Ana, its officers,
officials, employees, and volunteers. Any insurance or self-insurance maintained by
the City of Santa Ana, its officers, officials, employees, or volunteers shall be excess
of Keenan’s insurance and shall not contribute with it.
(c) Notice of Cancellation- Certificate of Insurance shall provide thirty (30) day prior
written notice of cancellation in a form approved by the City.
(d) Waiver of Subrogation- This Section shall apply to the CGL policy only Keenan
hereby grants to City of Santa Ana a waiver of any right to subrogation, which any
insurer of Keenan may acquire against the Entity by virtue of the payment of any
loss under such insurance. Keenan agrees to obtain any endorsement that may be
necessary to affect this waiver of subrogation, but this provision applies regardless of
whether or not the Entity has received a waiver of subrogation endorsement from
the insurer.
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 5 of 17
(e) Self-Insured Retentions- Self-insured retentions must be declared to and approved
by the City of Santa Ana. The City of Santa Ana may require Keenan to purchase
coverage with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention. The
policy language shall provide, or be endorsed to provide, that the self-insured
retention may be satisfied by either the named insured or the City of Santa Ana.
(f) Failure to provide or maintain insurance coverage as required by this Agreement is
grounds for immediate terminate of this Agreement.
6. INDEMNIFICATION
If either party breaches this Agreement, then the breaching party shall defend, indemnify and
hold harmless the non-breaching party, its officers, agents and employees against all claims,
losses, demands, actions, liabilities, and costs (including, without limitation, reasonable
attorneys’ fees and expenses) arising from such breach. In addition, if Keenan (i) becomes
the subject of a subpoena or is otherwise compelled to testify or (ii) becomes the subject of a
claim, demand, 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 Demand is not a direct result of Keenan’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 Third-Party Demand.
7. LIMITATION OF LIABILITY
Notwithstanding anything to the contrary in this Agreement, in no event shall either party be
liable for any punitive damages, fines, penalties, taxes, or any indirect, incidental, or
consequential damages incurred by the other party, its officers, employees, agents,
contractors or consultants whether or not foreseeable and whether or not based in contract
or tort claims or otherwise, arising out of or in connection with this Agreement even if
advised of the possibility of such damage. Keenan’s liability under this Agreement shall
further be limited to, and shall not exceed, the amount of its available insurance coverage,
but not exceeding the limits of coverage outlined in Section 5.
8. DISPUTE 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 & Mediation Services
(“JAMS”) or ADR Services, at the claimant's choice, in Los Angeles County, California,
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.
B. 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 limit 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.
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 6 of 17
C. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce
any provision of this Agreement will be awarded reasonable attorneys’ fees and costs
incurred in that action, arbitration of proceeding, or in the enforce ment of any judgment
or award rendered.
9. TERMINATION
A. This Agreement may be terminated upon the occurrence of any of the following events:
i. By either party upon the dissolution or insolvency of a party to this Agreement;
ii. By either party following the filing of a bankruptcy petition by or against either party
(if the petition is not dismissed within sixty (60) days in the case of an involuntary
bankruptcy petition);
iii. If the application of any law, rule, regulation, or court or administrative decision
prohibits the continuation of this Agreement or would cause a penalty to either party
if the Agreement is continued, and if the Agreement cannot be amended to conform
to such law, rule, regulation, or court or administrative decision in a manne r that
would preserve the original intent of the parties with respect to their rights and
duties under this Agreement; or
iv. By the non-breaching party if a breach of this Agreement is not cured within thirty
(30) days following receipt of written notice of the breach from the non-breaching
party;
v. By either party for any reason, following receipt of sixty (60) days written notice to
the other party of their request to terminate the entire Agreement, or any specific
Exhibits of this Agreement;
B. In the event of termination pursuant to Section 9A above, Keenan shall be paid for the
full value of its services through the date of termination.
10. GENERAL
A. This Agreement, its recitals and all exhibits attached to the Agreement contain the entire
understanding of the parties related to the subject matter covered by this Agreement and
supersede all prior and collateral statements, presentations, communications, reports,
agreements or understandings, if any, related to such matter(s).
B. The obligations set forth in this Agreement, other than Keenan’s obligation to perform
the Services and Client’s responsibility to pay for such services, shall survive the
expiration or termination of this Agreement. Nothing in this Section 10B shall,
however, be interpreted as relieving Client of its obligation to pay for any Services
rendered by Keenan during the term of this Agreement.
C. This Agreement is made for the benefit of the parties and is not intended to confer any
third-party benefit or right. The enforcement of any remedy for a breach of this
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 7 of 17
Agreement or claim related to the Services may only be pursued by the parties to this
Agreement.
D. No modification or amendment to this Agreement shall be binding unless it is in writing
and signed by authorized representatives from 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 time or due to another breach. This Agreement shall be
interpreted as if written jointly by the parties.
E. Any provision determined by a court of competent jurisdiction to be partially or wholly
invalid or unenforceable shall be severed from this Agreement and replaced by a valid
and enforceable provision that most closely expresses the intention of the invalid or
unenforceable provision. The severance of any such provision shall not affect the
validity of the remaining provisions of this Agreement.
F. 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 make good faith efforts
to perform under this Agreement in the event of any such circumstances, and shall
resume full performance once the cause of the delay has abated.
G. All notices hereunder shall be in writing and 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, United 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-working hours shall be deemed to be effective as of the next
business day.
If the notice relates to a legal matter or dispute, a copy shall be sent to:
Keenan & Associates
2355 Crenshaw Blvd., Ste. 200
Torrance, CA 90501
Attn: Legal Department
Fax: (310) 533-0573
City of Santa Ana
Clerk of Council
20 Civic Center Plaza, M-30
P.O. Box 1988
Santa Ana, CA 92702
Fax: (714) 647-6956
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 8 of 17
H.This Agreement may be executed in counterparts and by fax, signatures and each shall be
deemed to be an original.
Each person signing this Agreement on behalf of a party represents and warrants that he or she has
the necessary authority to bind such party and that this Agreement is binding on and enforceable
against such party.
City of Santa Ana Keenan & Associates
Signature: Signature:
By: Kristine A. Ridge By: Laurie Lofranco
Title: City Manager Title: Municipalities Practice Leader
Address: Address: 2355 Crenshaw Blvd., Ste. 200
Torrance, CA 90501
Telephone: Telephone: 310 212-0363
Attention: Attention: Tierney Allen
E-mail:E-mail:
ATTEST
Signature:
By: Daisy Gomez
Title: Clerk of the Council
APPROVED AS TO FORM
Signature:
By: Laura A. Rossini
Title: Chief Asst. City Attorney
RECOMMENDED FOR APPROVAL
Signature:
By: Jason Motsick
Title: Executive Director of
Human Resources
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 9 of 17
EXHIBIT A-1
BROKERAGE AND CONSULTING SERVICES
Consultant shall provide Health Benefits Brokerage and Consulting Services and be a Broker of
Record for the City’s employee insurance benefits. The City is particularly interested in
Consultant to offer creative, innovative approaches, with a proven track record, that allows the
City to maintain quality benefit programs and contain or reduce costs.
Consultant will perform a full range of benefit program services related to the acquisition,
implementation, maintenance, communication and improvement of the City’s employee
insurance benefits. Consultant shall provide services for some or all of the group employee
insurance benefits. Consultant shall provide services, including, but not limited to, the following:
A. Procure group insurance coverage or Third-Party Administrator (TPA) services for Group
Dental, Vision, Life, Accidental Death & Dismemberment, Long Term Disability
Insurance, Employee Assistance Program (EAP), Retiree Billing, and Section 125 Flexible
Spending Accounts (FSA); Affordable Care Act (ACA) reporting, and FMLA Leave
Administration.
B. Representation in all negotiations with insurance providers on issues related to premiums,
services, benefit level, plan design, special terms and conditions;
C. Provide all renewal rates for the upcoming calendar year by July 1st or as soon as
practicable;
D. Analyze existing coverage and identify or develop cost-saving alternative benefit strategies
and plans;
E. Assist in the development of long-range goals and strategies, including making
recommendations and projections of potential savings;
F. Upon request, provide quarterly claims experience reports;
G Assist the City in monitoring and analyzing experience trends and providing timely alerts on
changing patterns and appropriate recommendations;
H. Provide information and recommendations regarding employee benefit issues, trends,
existing, proposed and new State and/or Federal legislation (i.e. COBRA, HIPAA, ACA,
IRS Rules and regulations);
I. Upon request, provide, maintain and update comparison reports of other public and/or
private companies’ benefit plan offerings and costs to determine their competitiveness with
the City’s programs;
J. Upon request, provide access to published benefit-related survey information;
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 10 of 17
K. Be available to provide consultation on plan interpretation, explanation of plans and
problem resolution;
L. Be available to provide assistance to staff, employees and retirees with issues involving
billing, claims, eligibility, problems, disputes, interpretation of contracts and services,
changes and general troubleshooting;
M. Be available to attend meetings with City staff, employees and/or retirees to facilitate and
assist in the management of the City’s employee benefit plans;
N. With regard to the annual health benefit fair services, Keenan will assist as follows, upon
written request:
1. Attend the annual health benefit fair representing Keenan;
2. Invite City’s employee benefits vendors and carriers and track their responses;
3. Provide City’s employee benefits vendors and carriers with logistics/demographic
details;
4. Request and track swag, gift cards and flyers;
O. Upon request, submit annual reports detailing compensation and/or commissions received
from contracted carriers of the City;
P. Coordinate the flow of information between staff and contracted carriers;
Q. Manage plan transitions as necessary;
R. Be available to assist staff with obtaining health benefits program materials;
S. Be available to provide various types of reports as needed; and
T. Be available to provide information on new products as requested.
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 11 of 17
EXHIBIT A-2
HEALTH MANAGEMENT CONSULTING SERVICES
The estimated costs for provision of the KeenanWell consulting services to assist the City of Santa
Ana in developing and implementing its health management program during the 12-month period of
July 1, 2021 through June 30, 2022 are as noted below.
However, for purposes of this Exhibit and such compensation referenced herein, Section 10B shall
not apply; this amount shall be fully earned as of July 1, 2021.
Further, if an increase in services is requested, KeenanWell will provide an updated proposal of such
applicable increase in compensation.
KeenanWell Consulting Services Cost
1. Leveraging the Wellness Committee
Determine purpose, structure, and function
Identify committee responsibilities
Assist with meeting agendas and facilitating meetings
2. Crafting a Program Strategic Plan
Develop a best-practice program design based on the organization’s needs, interests,
and program goals/objectives
Design an incentive plan
Assist with rewards fulfillment and tracking
Develop strategies to establish a wellness culture
3. Identifying and Recommending Program Resources
Review existing health carrier resources and help the organization leverage available
resources
Gather information from third-party wellness vendors and assist with vendor/sub-
contractor procurement as needed
Identify program gaps and recommend appropriate additional resources via health
carriers and third-party vendors
Serve as the liaison between the organization and health carriers and vendors/sub-
contractors for wellness resources and programming
Continued on next page.
$2,000*
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 12 of 17
4. Communications and Promotion
Develop multimedia communication strategies including promotional language, flyers,
email templates, and rewards winner announcements
Create communications materials to promote wellness program offerings
Provide guidance on health promotion best practices and utilization of communication
pieces
Create communication timeline for applicable wellness programs and campaigns
*This amount is paid for Keenan’s Services only. It is a separate and distinct amount
from Item No. 5 below, which is strictly for third-party vendor products and/or
services. In no instance shall the amount in Item No. 5 below offset this amount for
Keenan’s Services in Item Nos 1-4, nor shall the amount in Item Nos 1-4 offset the
amount in Item 5.
5. Secure and Pay the Cost of Third-Party Vendor Products and/or Services for
Wellness Programming
Online wellness challenges
Biometric screenings
Health assessment
Corporate fitness class pass discount program
Cooking demonstration
Rewards (gift cards, prizes)
Subject to availability, COVID-19 regulations, and cost of each service.
*The amounts referenced herein shall be a carryover of the $10,000 for Keenan’s services
not completed during the predecessor agreement, and any of the $15,000 for third-party
vendor products and/or services not utilized during such predecessor agreement. This
new Agreement requires an additional amount of $2,000 for Keenan’s Services, for a
total of $27,000 for the period of June 1, 2021 - June 30, 2021 and July 1, 2021 - June 30,
2022.
*
Total Cost $2,000
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 13 of 17
EXHIBIT A-2-a
HEALTH MANAGEMENT CONSULTING SERVICES
The estimated costs for provision of the KeenanWell consulting services to assist the City of Santa
Ana in developing and implementing its health management program during the first twelve (12)
month automatic renewal wellness year of July 1, 2022 through June 30, 2023 are as noted below.
Further, if an increase in services is requested, KeenanWell will provide an updated proposal of such
applicable increase in compensation.
KeenanWell Consulting Services Cost
1. Leveraging the Wellness Committee
Determine purpose, structure, and function
Identify committee responsibilities
Assist with meeting agendas and facilitating meetings
2. Crafting a Program Strategic Plan
Develop a best-practice program design based on the organization’s needs, interests, and program
goals/objectives
Design an incentive plan
Assist with rewards fulfillment and tracking
Develop strategies to establish a wellness culture
3. Identifying and Recommending Program Resources
Review existing health carrier resources and help the organization leverage available resources
Gather information from third-party wellness vendors and assist with vendor/sub-contractor
procurement as needed
Identify program gaps and recommend appropriate additional resources via health carriers and third-
party vendors
Serve as the liaison between the organization and health carriers and vendors/sub-contractors for
wellness resources and programming
4. Communications and Promotion
Develop multimedia communication strategies including promotional language, flyers, email templates,
and rewards winner announcements
Create communications materials to promote wellness program offerings
Provide guidance on health promotion best practices and utilization of communication pieces
Create communication timeline for applicable wellness programs and campaigns
*This $10,000 amount is paid for Keenan’s Services only. It is a separate and distinct amount of
$15,000 from Item No. 5 below, which is strictly for third-party vendor products and/or services. In
no instance shall the amount in Item No. 5 below offset this amount for Keenan’s Se rvices in Item
Nos 1-4, nor shall the amount in Item Nos 1-4 offset the amount in Item 5.
$10,000*
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 14 of 17
KeenanWell Consulting Services (CONTINUED) Cost
5. Secure and Pay the Cost of Third-Party Vendor Products and/or Services for Wellness
Programming
Online wellness challenges
Biometric screenings
Health assessment
Corporate fitness class pass discount program
Cooking demonstration
Rewards (gift cards, prizes)
Subject to availability, COVID-19 regulations, and cost of each service.
$15,000*
Total Cost $25,000
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 15 of 17
BOR on file
EXHIBIT B
Broker of Record Designation
This letter confirms that as of July 1, 2021, the organization listed below (“Client”) has appointed
Keenan & Associates (“Keenan”) as the Broker of Record in connection with the following
coverages:
1. Dental
2. Vision
3. Life
4. Accidental Death & Dismemberment
5. Long Term Disability
6. Employee Assistance Program
7. Retiree Billing
8. Section 125 Flexible Spending Accounts
9. Affordable Care Act (ACA) Reporting
10. FMLA Leave Administration
and such additional coverages or insurance (the “Coverage”) as Client may from time-to-time
request from Keenan.
With respect to the Coverage identified in this Exhibit B (and as later amended) Keenan shall have
the exclusive authority and right to negotiate with insurance carriers and other coverage providers
on Client’s behalf. Client shall not seek or acquire quotes directly from any insurance carrier or
other coverage provider during the term of this Agreement.
Keenan is authorized to provide a copy of this letter to any insurer to demonstrate Keenan’s
authority to obtain the Coverage. This appointment rescinds any and all previous appointments
Client may have made with respect to the Coverage, and shall remain in full force and effect until
cancelled in writing with sixty (60) days advance notice. Keenan shall at all times remain an
independent contractor and shall not act as or be deemed to be an officer, employee, agent or
fiduciary of Client.
Client authorizes Keenan to provide representatives of prospective insurers and other coverage
providers with all information regarding Client, its operations, employees, and financial status as may
be necessary for such insurer or coverage provider to evaluate Client’s suitability for coverage and to
prepare a quote.
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 16 of 17
EXHIBIT C
Compensation
1. With respect to the Services listed in Exhibits A-1,
a. As compensation for its provision of the Services, Keenan shall receive commissions
from insurance carriers and/or other vendors for the placement of insurance
coverage. Client shall have no responsibility for the payment of any such commission
to Keenan; and
b. Client acknowledges that commissions paid by insurers to Keenan that are directly
related to the insurance coverage purchased by Client as part of the Plans may
impact the pricing that Keenan is able to obtain for Client for such coverage.
2. As compensation for its provision of the Services listed in Exhibit A-2,
Keenan shall receive two thousand dollars ($2,000.00) for wellness year July 1, 2021 to
June 30, 2022. Payment shall be due in full upon receipt of invoice and is non-
cancellable. This amount is paid for Keenan’s Services only. It is a separate and distinct
amount from any amounts for third-party vendor products and/or services. In no
instance shall the amount for Keenan’s Services offset the amount for third-party vendor
products and/or services, nor shall the amount for third-party vendor products and/or
services offset the amount for Keenan’s Services.
3. As Compensation for its provision of Services listed in Exhibit A-2-a for the first automatic
renewal wellness year beginning July 1, 2022 – June 30, 2023,
The estimated costs for provision of the KeenanWell consulting services to assist the
City of Santa Ana in developing and implementing its health management program
during the 12-month period of July 1, 2022 through June 30, 2023 are twenty-five
thousand dollars ($25,000) as noted in Exhibit A-2-a with a further explanation of the
costs of Keenan’s Services and the costs of Third-Party Vendor Products and/or
Services.
Further, if an increase in services is requested, KeenanWell will provide an updated
proposal of such applicable increase in compensation.
4. Should Keenan wish to alter or amend its compensation, Keenan shall provide written
notice to the Client at least six (6) months in advance, no later than December 1 of the year
preceding a change. All rate increases will be effective on July 1.
5. Fees for related services performed by outside parties (e.g. legal, printing, accounting,
communications) shall be the responsibility of the Client.
6. Any balance owed by the Client that is not paid within thirty (30) days following the date on
the invoice shall be deemed late. Interest on any late payment shall accrue as of the date of
Keenan’s original invoice at the rate of (a) one and a half percent (1½ %) per month, or (b)
Keenan & Associates – License #0451271
EB Consulting Services Agreement (PM2)
Confidential For Client Use Only
(Rev. 05/15/20)
Page 17 of 17
the maximum interest rate permitted by applicable law, whichever is lower. Keenan shall
have the right to suspend its Services if any balance owed by Client is more than sixty (60)
days late.
Amendment No. 2
Keenan & Associates – License #0451271
Confidential Information – For Client Use Only
(Rev. 12/2020) Page 1 of 4
AMENDMENT No. 2
This Amendment hereby amends the Consulting Agreement (“Agreement”) dated June 21, 2016
by and between Keenan & Associates and City of Santa Ana (hereinafter referred to collectively
as the “Parties”) as follows:
WHEREAS the Parties wish to add KeenanWell services to this Agreement; and
WHEREAS, the Parties desire to continue their relationship subject to the terms and conditions
outlined in the Agreement;
NOW, THEREFORE, the Parties agree as follows:
1.Additionally, Statement of Work No. 1 - KeenanWell (“SOW No. 1”) is hereby added as
pursuant to the attached terms and conditions.
2.All the remaining terms and conditions of the Agreement shall remain unchanged and in full
force and effect, and shall govern the conduct of the Parties during the Renewal Term.
3.The effective date of this Amendment is June 1, 2021.
4.Each person signing this Amendment to the Agreement on behalf of a Party represents and
warrants that he or she has the necessary authority to bind such Party and that this
Amendment is binding on and enforceable against such Party.
Exhibit 2
Amendment No. 2
Keenan & Associates – License #0451271
Confidential Information – For Client Use Only
(Rev. 12/2020) Page 2 of 4
STATEMENT OF WORK No. 1 –
KeenanWell Health Management Consulting Services (“SOW No. 1”)
This SOW No. 1 shall commence on June 1, 2021 and shall be effective until June 30, 2021.
a. Section 1 Scope of Services is amended to add:
“Additionally, Consultant shall perform the services (Program Tasks) as set forth in this
SOW No. 1.”
b. Section 2 Compensation is hereby amended as follows to add 2C KeenanWell compensation:
“c. Notwithstanding the foregoing, City agrees to pay Consultant a sum of twenty -five
thousand dollars ($25,000.00), ten thousand dollars ($10,000.00) shall be for the
KeenanWell Services and fifteen thousand dollars ($15,000.00) shall be for the Third-
Party Vendor products and/or services described in this SOW No. 1.
The payment for Keenan’s is a separate and distinct amount from any amounts for third-
party vendor products and/or services. In no instance shall the amount for Keenan’s
Services offset the amount for third-party vendor products and/or services, nor shall the
amount for third-party vendor products and/or services offset the amount for Keenan’s
Services.
This amount shall be due in full on June 1, 2021, and shall be considered fully earned as
of June 30, 2021 and non-cancellable. Additionally, Client shall be invoiced for any
additional fees, including but not limited to third-party vendor services or products,
relating to the KeenanWell Services.
Further, if an increase in services is requested, KeenanWell will provide an updated
proposal of such applicable increase in compensation.”
c. The Term of this SOW No. 1 shall be limited to June 1, 2021 and shall be effective until June
30, 2021, and shall be subject to the Parties executing a separate written renewal amendment
confirming that this SOW No. 1 will renew.
d. Keenan shall provide the following KeenanWell services to assist Client in developing and
implementing its health management program from June 1, 2021 to June 30, 2021 are as
follows:
Continued on page 3.
Amendment No. 2
Keenan & Associates – License #0451271
Confidential Information – For Client Use Only
(Rev. 12/2020) Page 3 of 4
KeenanWell Consulting Services Cost
1. Leveraging the Wellness Committee
Determine purpose, structure, and function
Identify committee responsibilities
Assist with meeting agendas and facilitating meetings
2. Crafting a Program Strategic Plan
Develop a best-practice program design based on the organization’s needs, interests, and
program goals/objectives
Design an incentive plan
Assist with rewards fulfillment and tracking
Develop strategies to establish a wellness culture
3. Identifying and Recommending Program Resources
Review existing health carrier resources and help the organization leverage available resources
Gather information from third-party wellness vendors and assist with vendor/sub-contractor
procurement as needed
Identify program gaps and recommend appropriate additional resources via health carriers
and third-party vendors
Serve as the liaison between the organization and health carriers and vendors/sub-
contractors for wellness resources and programming
4. Communications and Promotion
Develop multimedia communication strategies including promotional language, flyers, email
templates, and rewards winner announcements
Create communications materials to promote wellness program offerings
Provide guidance on health promotion best practices and utilization of communication
pieces
Create communication timeline for applicable wellness programs and campaigns
*This $10,000 amount is paid for Keenan’s Services only. It is a separate and distinct amount
of $15,000 from Item No. 5 below, which is strictly for third-party vendor products and/or
services. In no instance shall the amount in Item No. 5 below offset this amount for
Keenan’s Services in Item Nos 1-4, nor shall the amount in Item Nos 1-4 offset the amount in
Item 5.
$10,000*
5. Secure and Pay the Cost of Third-Party Vendor Products and/or Services for Wellness
Programming
Online wellness challenges
Biometric screenings
Health assessment
Corporate fitness class pass discount program
$15,000*
Amendment No. 2
Keenan & Associates – License #0451271
Confidential Information – For Client Use Only
(Rev. 12/2020) Page 4 of 4
Cooking demonstration
Rewards (gift cards, prizes)
Subject to availability, COVID-19 regulations, and cost of each service.
*A new, separate Consulting Agreement dated July 1, 2021 will carry-over any remainder of
the $10,000 for Keenan’s services not completed during this Agreement, and any of the
$15,000 for third-party vendor products and/or services not utilized during this Agreement.
That new Consulting Agreement executed will include an additional amount of $2,000 for
Keenan’s Services, for a total of $27,000 for the period of June 1, 2021 - June 30, 2021 and July
1, 2021 - June 30, 2022.
Total Cost $25,000
City of Santa Ana Keenan & Associates
Signature: Signature:
By: Kristine A. Ridge By: Laurie Lofranco
Title: City Manager Title: Municipalities Practice Leader
Address: Address: 2355 Crenshaw Blvd., Ste. 200
Torrance, CA 90501
Telephone: Telephone: 310 212-0363
Attention: Attention: Tierney Allen
E-mail:E-mail:
ATTEST
Signature:
By: Daisy Gomez
Title: Clerk of the Council
APPROVED AS TO FORM
Signature:
By: Sonia R. Carvalho
Title: City Attorney
RECOMMENDED FOR APPROVAL
Signature:
By: Jason Motsick
Title: Executive Director of
Human Resources
for