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R-1532 - 01/26/2016 - AGREEMENTS - Resolutions RESOLUTION 2016-IS-BKR-CNTRCT-R-1532 A RESOLUTION APPROVING AND AUTHORIZING THE AWARD OF A CONTRACT TO VISTANATIONAL INSURANCE GROUP, INC. FOR INSURANCE CONSULTING AND BROKER SERVICES WHEREAS, the Village desires to retain a firm to provide the Village with insurance consulting and brokerage services for the Village's health, dental, vision, FSA/HAS, cobra, and life insurance plan the Village provides to its personnel ("Services'); and WHEREAS, on October 29, 2015, the Village issued a request for proposals to retain a firm to provide the Village the Services for the 2016, 2017, and 2018 plan years, with a Village option to renew the Services for an additional two plan years ("RFP'); and WHEREAS, the Village received five proposals from firms desiring to provide the Village with the Services; and WHEREAS, after evaluating the proposals and interviewing firms, the Village has determined that Vistanational Insurance Group, Inc., of Oak Brook, Illinois ("Vista') presented the best overall value to the Village based on factors including, without limitation, price, qualifications, and the understanding of the Village's needs; and WHEREAS, the Village desires to enter into an agreement with Vista to provide the Services for $24,000 annually during the term of the Agreement, which agreement is attached to this Resolution as Exhibit A("Agreement"); and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Agreement with Vista; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of Agreement. The President and Board of Trustees hereby approve the Agreement with Vista in substantially the same form as attached as Exhibit A, and in a final form approved by the Village Attorney. Section 3: Execution of Agreement. The Village Manager and Village Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Vista after receipt of the final Agreement fully executed by Vista. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2016-IS-BKR-CNTRCT-R-1532 Authorizing Contract for Insurance Broker Page 2 of 3 APPROVED THIS 26th day of January, 2016 ` Gopal G. Lalmalani Village President PASSED THIS 26th day of January, 2016 Ayes: Trustees Adler Baar, Manzo Tiesenga, Yusuf Nays: None Absent: Trustee Moy ATTEST: Charlotte K. Pruss Village Clerk b wk. •i Resolution 2016-IS-BKR-CNTRCT-R-1532 Authorizing Contract for Insurance Broker Page 3 of 3 EXHIBIT A #38371240_vl VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the ay o � 2016 ("Agreement"), and is by and between the VILLAGE OF OAK BROOK, a Illinois municipal corporation ("Village"), an�VISTA NATIONAL INSURANCE GROUP, INC. 1301 W. 22"STREET,OAK BROOK,ILLINOIS 60523("Consultant"). IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers,the parties agree as follows: SECTION 1. SCOPE OF SERVICES. The Village tax, contribution, premium, costs, royalties, or fees is hereby retains the Consultant to perform,and the Consultant agrees to waived and released by Consultant. perform, all necessary services to perform the work in connection with the project identified below ("Services"), SECTION 4. REPRESENTATIONS OF which Services the Consultant shall provide pursuant to the CONSULTANT. The Consultant represents and certifies that terms and conditions of this Agreement: the Services shall be performed in accordance with the standards of professional practice, care, and diligence A. Services, Consulting/Broker Services for Health, practiced by recognized consultants in performing services of Dental, Vision, FSA/HAS, Cobra and Life Insurance as listed a similar nature in existence at the Time of Performance. The in Attachment A. representations and certifications expressed shall be in addition to any other representations and certifications B. Term of Agreement. The term of the agreement expressed in this Agreement, or expressed or implied by law, will be for plan years 2016 - 2018. The Village will have an which are hereby reserved unto the Village. option,in its sole discretion,to renew this Agreement pursuant to the same terms for two additional one-year plan years.(2019 The Consultant further represents that it is financially solvent, to 2020). has the necessary financial resources, and is sufficiently experienced and competent to perform and complete the SECTION 2. TIME OF PERFORMANCE. The Services in a manner consistent with the standards of Consultant shall perform the Services as mutually agreed upon professional practice by recognized consultants providing by the Village and Consultant("Time of Performance"). services of a similar nature. Brian Walsh,Principal/Managing Director, shall be primarily responsible for carrying out the Services on behalf of the Consultant ("Key Project SECTION 3. COMPENSATION. Personnel"). The Key Project Personnel shall not be changed without the Village's prior written approval. The Consultant A. Agreement Amount. The total amount shall provide all personnel necessary to complete the Services. billed by the Consultant for the Services under this Agreement The Consultant shall provide all personnel necessary to shall not exceed $24,000 annually for plan years 2016 - 2018 complete the Services. including reimbursable expenses, without the prior express written authorization of the Village Manager. The terms for SECTION 5. INDEMNIFICATION, payment to the Consultant shall be as follows: LIABILITY. The Village agrees to pay Consultant $24,000 annually for A. Indemnification. The Consultant proposes term of this Agreement,payable in four quarterly installments and agrees that the Consultant shall indemnify and save of$6,000. The first quarterly installment will be due upon harmless the Village against all damages, liability, claims, execution and Village approval of this agreement; and losses, and expenses (including attorneys' fee)that may arise, subsequent installments will be due at the commencement of or be alleged to have arisen, out of or in connection with the each subsequent quarter Consultant's performance of, or failure to perform, the Services or any part thereof, or any failure to meet the B. Taxes. Benefits, and Royalties. Each representations and certifications set forth in Section 4 of this payment by the Village to the Consultant includes all Agreement. applicable federal, state, and Village takes of every kind and nature applicable to the Services as well as all taxes, B. Insurance. The Consultant acknowledges contributions,and premiums for unemployment insurance,old and agrees that the Consultant shall, and has a duty to, age or retirement benefits, pensions, annuities, or similar maintain adequate insurance, in an amount,and in a form and benefits and all costs, royalties, and fees arising from the use from companies, acceptable to the Village. The Consultant's of, or the incorporation into, the Services, of patented or maintenance of adequate insurance shall not be construed in copyrighted equipment, materials, supplies, tools, appliances, any way as a limitation on the Consultant's liability for losses devices, processes, or inventions. All claim or right to claim or damages under this Agreement. additional compensation by reason of the payment of any such 1 Approve�d to'Form Dow A MR) I oi eb LrjvmqqA C. No Personal Liability. No elected or are provided,performed,and completed in accordance with all appointed official, or employee of the Village shall be required governmental permits, licenses, or other approvals personally liable,in law or in contract,to the Consultant as the and authorizations that may be required in connection with result of the execution of this Agreement. providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, SECTION 6. GENERAL PROVISIONS. including without limitation the Fair Labor Standards Act;any statutes regarding qualification to do business; any statutes A. Relationship of the Parties. The prohibiting discrimination because of, or requiring affirmative Consultant shall act as an independent contractor in providing action based on,race,creed,color,national origin,age, sex,or and performing the Services. Nothing in, nor done pursuant other prohibited classification, including, without limitation, to, this Agreement shall be construed to: (1) create the the Americans with Disabilities Act of 1990, 42 U.S.C. §§ relationship of principal and agent, employer and employee, 12101 et seq., and the Illinois Human Rights Act, 775 ILCS partners, or joint venturers between the Village and 511-101 et seq. Consultant shall also comply with all Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the Services. Consultant shall be solely liable for any fines or B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi- represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be conflict in any manner or degree with the performance of the inserted herein. obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the F. Default. If it should appear at any time that Consultant shall at any time during the term of this Agreement the Consultant has failed or refused to prosecute, or has obtain or acquire any interest that would conflict in any delayed in the prosecution of,the Services with diligence at a manner or degree with the performance of the obligations rate that assures completion of the Services in full compliance under this Agreement. with the requirements of this Agreement, or has otherwise failed,refused,or delayed to perform or satisfy the Services or C. No Collusion. The Consultant represents any other requirement of this Agreement ("Event of and certifies that the Consultant is not barred from contracting Default"), and fails to cure any such Event of Default within with a unit of state or local government as a result of(1) a ten business days after the Consultant's receipt of written delinquency in the payment of any tax administered by the notice of such Event of Default from the Village, then the Illinois Department of Revenue unless the Consultant is Village shall have the right, without prejudice to any other contesting, in accordance with the procedures established by remedies provided by law or equity, to (1) terminate this the appropriate revenue act, its liability for the tax or the Agreement without liability for further payment; or (2) amount of the tax, as set forth in Section 11-42.1-1 et seq. of withhold from any payment or recover from the Consultant, the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or any and all costs, including attorneys' fees and administrative (2) a violation of either Section 33E-3 or Section 33E-4 of expenses, incurred by the Village as the result of any Event of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 Default by the Consultant or as a result of actions taken by the et seq. If at any time it shall be found that the Consultant Village in response to any Event of Default by the Consultant. has, in procuring this Agreement, colluded with any other person,firm,or corporation,then the Consultant shall be liable G. Assignment. This Agreement may not be to the Village for all loss or damage that the Village may assigned by the Village or by the Consultant without the prior suffer, and this Agreement shall, at the Village's option, be written consent of the other party. null and void. H. Notice. All notices required or permitted to D. Termination. Notwithstanding any other be given under this Agreement shall be in writing and shall be provision hereof,the Village may terminate this Agreement at delivered: (1)personally; (2)by a reputable overnight courier; any time upon 15 days prior written notice to the Consultant. or by (3) by certified mail, return receipt requested, and In the event that this Agreement is so terminated, the deposited in the U.S.Mail,postage prepaid. Unless otherwise Consultant shall be paid for Services actually performed and expressly provided in this Agreement,notices shall be deemed reimbursable expenses actually incurred, if any, prior to received upon the earlier of: (a) actual receipt; (b) one termination, not exceeding the value of the Services business day after deposit with an overnight courier as completed. evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return E. Compliance with Laws and Grants. receipt. Notices and communications to the Village shall be Consultant shall give all notices, pay all fees, and take all addressed to,and delivered at,the following address: other action that may be necessary to ensure that the Services 2 Village of Oak Brook any such rights shall not be deemed or construed as a waiver 1200 Oak Brook Road of that right,nor shall the failure void or affect the Village's or Oak Brook,Illinois 60523 the Consultant's right to enforce such rights or any other Attention: Village Manager rights. Notices and communications to the Consultant shall be J. Third Party Beneficiary. No claim as a third party addressed to,and delivered at,the following address: beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. Vista National Insurance Group,Inc. 1301 W.22nd Street K. Governine Law, Venue. This Agreement shall be Oak Brook,Illinois 60523 governed by, construed and enforced in accordance with the Attn: Brian Walsh, Principal/Managing internal laws,but not the conflicts of laws rules,of the State of Director Illinois. Venue for any action arising out of this Agreement shall be in the Circuit Court for DuPage County,Illinois. I. Waiver. Neither the Village nor the Consultant shall be under any obligation to exercise any of the L. Exhibits. If any conflict exists between this rights granted to them in this Agreement except as it shall Agreement and any exhibit attached hereto,the terms of this determine to be in its best interest from time to time. The Agreement shall prevail. failure of the Village or the Consultant to exercise at any time ATTEST: VILL Viccardo F OAK BRO By. By LL Charlotte Pruss,Village Clerk F.Ginex,Village Manageli ATTEST: VISTA NATIONAL INSURANCE GROUP,INC By: — By: _ Title: Its: �r•�°�PC 3 #38371252_vl EXHIBIT A VISTA NATIONAL INSURANCE GROUP,INC.FEE-BASED CONSULTING SERVICES 1) Quarterly financial review meetings including pre-renewal projections and attendance at board and employee meetings as required; 2) Assist the Village in administering all group insurance plans,responding to questions from and providing information to both Village and Park District Staff and providing other consultant services as required during the plan year; 3) Resolve discrepancies in plan documents and resolve all claims disputes; 4) Annual market analysis for all lines of coverage(Medical,Dental,Vision,Life,COBRA,Flexible Spending Disability,Rx and Stop Loss); 5) Provide updates on legal and regulatory issues as they relate to benefits; 6) Financial analysis/data mining through DMW; 7) Renewal projections/negotiations including premium equivalent rates; 8) Recommending cost containment strategies,including ways to implement,on all benefit plans; 9) Presence at various Health Insurance Committee meetings; 10) Facilitating the successful transition of any coverage or administrative services due to a change in the administrator or service provider.; 11) Benchmark reporting; 12) Access to our Concierge claims department; 13) Assisting with ACA and other legislative compliance with our attorney; 14) Website built specific for The Village of Oak Book's benefits; 15) Access to VistaConnect(HR Portal); 16) Custom employee communications including employee brochures; 17) Custom benefit statements; 18) Plan design and contribution modeling; 19) On-site group meetings at open enrollment,or as needed throughout the year; 20) Wellness consulting and plan implementation; 21) HR Audit and employee handbook review. 22) All other unanticipated items that impact our insurance program. 4