HomeMy WebLinkAboutAgreement A-16-710 with Chimienti & Associates Insurance Services.pdf.pdfAgreement No. 16-710
1 AGREEMENT
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3 THIS AGREEMENT is made and entered into effective January 1, 2017 , by and
4 between the COUNTY OF FRESNO , and Chimienti & Associates Insurance Services whose
5 address is 3400 W . Mineral King Ave ., Suite B, Visalia , CA 93291, hereinafter referred to as
6 "CONTRACTOR".
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W I T N E S S E T H :
1 . OBLIGATIONS OF THE CONTRACTOR
9 A. The CONTRACTOR will provi de health benefit adm inistrative services as
10 listed in Exhibit "A ".
11 B. The CONTRACTOR will provide additional services for the COUNTY OF
12 FRESNO as listed in Exhibit "B".
13 C . The CONTRACTOR will provide the COUNTY OF FRESNO with general
14 administrative services that include , but are not li mited to :
15 1) Necessary training to assist the COUNTY OF FRESNO in util izing
16 the CONTRACTOR'S services.
17 2) Furnish the COUNTY OF FRESNO with any available information
18 from the CONTRACTOR's records which the COUNTY OF FRESNO may need .
19 3) Resolve any issues raised by COUNTY OF FRESNO with d ue
20 diligence. Any questionable enrollment or service requests w ill be referred to COUNTY OF
21 FRESNO for clarification
22 2. OBLIGATIONS OF THE COUNTY OF FRESNO
23 A. The COUNTY OF FRESNO is solely respons ible for compl iance with the
24 Internal Revenue Code and other Federal , State or local laws.
25 B. The COUNTY OF FRESNO is solely responsible for the accuracy and
26 integrity of COUNTY OF FRESNO data .
27 3 . TERM
28 This Agreement shall be come effective on the 1st day of January, 2017 and
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1 shall terminate on the 31 51 day of December, 2017.
2 4 . TERMINATION
3 A. Non-Allocation of Funds -The terms of this Agreement, and the services to
4 be provided thereunder , are contingent on the approval of funds by the COUNTY OF FRESNO .
5 Should sufficient funds not be allocated , the services provided may be modified , or this Agreement
6 terminated , at any time by giving the CONTRACTOR thirty (30) days advance written notice .
7 B. Breach of Contract-The COUNTY OF FRESNO may immediately
8 suspend or terminate this Agreement in whole or in part, where in the determination of the
9 COUNTY OF FRESNO there is :
1 0 1) An illegal or improper use of funds ;
11 2) A failure to comply with any term of this Agreement;
12 3) A substantially incorrect or incomplete report submitted to the
13 COUNTY OF FRESNO;
14 4) Improperly performed service .
15 In no event shall any payment by the COUNTY OF FRESNO constitute a waiver by
16 the COUNTY OF FRESNO of any breach of this Agreement or any default which may then exist
17 on the part of the CONTRACTOR Neither shall such payment impair or prejudice any remedy
18 available to the COUNTY OF FRESNO with respect to the breach or default. The COUNTY OF
19 FRESNO shall have the right to demand of the CONTRACTOR the repayment to the COUNTY
20 OF FRESNO of any funds disbursed to the CONTRACTOR under this Agreement, which in the
21 judgment of the COUNTY OF FRESNO were not expended in accordance with the terms of this
22 Agreement. The CONTRACTOR shall promptly refund any such funds upon demand .
23 C . Without Cause -Under circumstances other than those set forth above ,
24 this Agreement may be terminated by COUNTY OF FRESNO upon the giving of sixty (60) days
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advance written notice of an intention to terminate to CONTRACTOR
5. COMPENSATION/INVOICING
COUNTY OF FRESNO agrees to pay CONTRACTOR and CONTRACTOR
agrees to receive compensation as follows : $5 .20 per retiree per month (prpm) for each Eligible
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1 Retiree (see Exhibit B).
2 6 . OWNERSHIP OF DATA
3 All data delivered by the COUNTY OF FRESNO to CONTRACTOR , or which is
4 created by either party for the COUNTY OF FRESNO in connection with the performance of this
5 Agreement shall be the exclusive property of the COUNTY OF FRESNO. CONTRACTOR shall
6 be the custodian of such data and will immediately make such data available to the COUNTY OF
7 FRESNO upon request during normal working hours . CONTRACTOR shall return all
8 personnel/pay roll raw data collected or generated in connection with the performance of the
9 Agreement within thirty (30) days of the termination of this Agreement and shall not access said
10 data for any purpose other than in connection with the performance of this Agreement.
11 7 . CONFIDENTIALITY
12 All data , programs and other materials provided to CONTRACTOR by
13 COUNTY OF FRESNO, Eligible Employees and /or Participants in co nnection with th is
14 Agreement shall be deemed confidential as to the COUNTY OF FRESNO and/or such Eligible
15 Employees and/or Participants . Neither the CONTRACTOR , its officers , agents nor employees
16 shall disclose such data to any third party without the express prior written consent of the
17 COUNTY OF FRESNO , the affected El igible Employees and/or Participants.
18 A. CONTRACTOR shall protect confidential information from inadvertent
19 disclosure to any third party in the same manner that they protect their own confidential
20 information , unless such disclosure is required in response to a validly issued subpoena or other
21 process of law. The provisions of this section shall continue to survive, upon completion of this
22 Agreement.
23 B. The COUNTY OF FRESNO agrees to provide CONTRACTOR (or its
24 authorized agents or subcontractors), personnel and payroll information including , but not limited
25 to , employee names , addresses , phone numbers , salary , certain pay deductions and other
26 personnel and payroll data base in formation on all of its PLAN eligible employees for the sole and
27 exclusive purpose of conducting automated employee eligibility administration for client.
28 C. CONTRACTOR agrees to keep in confidence all personnel and payroll
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1 information provided by COUNTY OF FRESNO and its clients . CONTRACTOR shall treat such
2 information with at least the same degree of care as CONTRACTOR e xe rcises toward its own
3 employees' personnel and payroll information .
4 8. INDEPENDENT CONTRACTOR
5 In performance of the work , duties and obl igations assumed by
6 CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR ,
7 including any and all of the CONTRACTOR'S officers , agents , and emplo yees w ill a t all tim es be
8 acting and perform ing as an independent contractor, and shall act in an independent capaci ty and
9 not as an officer, agent, servant, employee , joint venturer , partner, o r associate of the COUNTY
10 OF FRESNO . Furthermore , COUNTY OF FRESNO shall have no right to con trol or supervise or
11 d irect the manner or method by which CONTRACTOR sha ll perform its work and function.
12 However, COUNTY OF FRESNO shall reta in the right to adm inister th is Agreement so as to verify
13 that CONTRACTOR is performing its obligations in accordance w ith th e terms and cond it ions
14 thereof.
15 CONTRACTOR and COUNTY OF FRESNO sh all comply w ith all app li cable
16 provis ions of law and the rules and regulations , if any, of governmenta l auth orities ha vi ng
17 jurisdiction over matters the subject thereof.
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Because of its status as an independent contracto r, CONTRACTOR shall ha ve
absolutely no right to employment rights and benefits available to COUNTY OF FRESNO
employees . CONTRACTOR shall be solely liable and respons ible for provi d i ng to , or on beha lf of,
its employees all legally-requ ired employee benefits . In add ition , CONTRACTOR shall be so le ly
respons ible and save COUNTY OF FRESNO harmless from all matters re lat ing to payment of
CONTRACTOR'S employees , including compl iance with Social Security withhold ing and all other
regulations governing such matters. It is acknowledged that du rin g the term of th is Agreement,
CONTRACTOR may be provid ing services to others unrelated to the COUNTY OF FRESNO or to
this Agreement.
9 . MODIFICATION
Any matters of this Agreement may be modified from ti me to t ime by the written
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consent of all the parties without, in any way, affecting the remainder.
10. NON-ASSIGNMENT
CONTRACTOR currently sub-contracts with Administrative Solutions, Inc.
(AS I) and Hourglass Systems , Inc. (HSI) for some services provided through this agreement. This
is agreed upon by CONTRACTOR and COUNTY OF FRESNO and incorporated into this
Agreement. COUNTY OF FRESNO is an express third party beneficiary of services provided by
ASI and HSI. Neither party shall further assign , transfer or sub-contract this Agreement nor their
rights or duties under this Agreement without the prior written consent of the other party.
11 . HOLD HARMLESS
CONTRACTOR agrees to indemnify, save , hold harmless, and at COUNTY
OF FRESNO'S request , defend the COUNTY OF FRESNO , its officers , agents, and employees
from any and all costs and expenses, damages, liabilities, claims, and losses occurring or
resulting to COUNTY OF FRESNO in connection with the performance, or failure to perform, by
CONTRACT OR, its officers, agents, or employees under this Agreement, and from any and all
costs and expenses, damages , liabilities , claims , and losses occurring or resulting to any person ,
firm , or corporation who may be injured or damaged by the performance, or failure to perform ,
of CONTRACTOR, its officers, agents , or employees under this Agreement.
12. INSURANCE
Without limiting the COUNTY OF FRESNO's right to obtain indemnification
from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense , shall maintain in
full force and effect, the following insurance policies or a program of self-insurance, including but
not limited to , an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the
term of the Agreement
A. Commercial General Liability -Commercial General Liability Insurance
with limits of not less than One Million Dollars ($1 ,000 ,000) per occurrence and an annual
aggregate of Two Million Dollars ($2 ,000 ,000). This policy shall be issued on a per occurrence
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28 B . Automobile Liability -Comprehensive Automobile Liability Insurance with
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1 limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250 ,000.00) per
2 person , Five Hundred Thousand Dollars ($500 ,000 .00) per accident and for property damages of
3 not less than Fifty Thousand Dollars ($50 ,000.00), or such coverage with a combined single limit
4 of Five Hundred Thousand Dollars ($500 ,000 .00 ). Coverage should include owned and non-
5 owned vehicles used in connection with this Agreement.
6 C . Professional Liability -If CONTRACTOR employs licensed professional
7 staff, (e .g ., Ph .D., R.N ., L.C .S .W., M .F.C.C .) in providing services, Professional Liabil ity Insurance
8 with limits of not less than One Million Dollars ($1 ,000 ,000 .00) per occurrence , Three Million
9 Dollars ($3 ,000 ,000.00) annual aggregate .
10 D. Worker's Compensation -A policy of Worker's Compensation insurance as
11 may be required by the California Labor Code.
12 CONTRACTOR shall obtain endorsements to the Commercial General Liabil ity
13 insurance naming the COUNTY OF FRESNO , its officers , agents , and employees, individually
14 and collectively, as additional insured, but only insofar as the operations under th is Agreement are
15 concerned . Such coverage for additional insured shall apply as primary insurance and any othe r
16 insurance , or self-insurance , maintained by COUNTY OF FRESNO, its officers , agents and
17 employees shall be e xcess only and not contributing with insurance pro vi ded under
18 CONTRACTOR's policies herein. This insurance shall not be cancelled o r changed without a
19 m inimum of thirty (30) days advance written notice given to COUNTY OF FRESNO.
20 Within thirty (30 ) days from the date CONTRACTOR signs and executes this
21 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated
22 above for all of the foregoing policies, as required herein , to the COUNTY OF FRESNO, (Paul
23 Nerland , Director of Human Resources , 2220 Tulare Street, 16th Floor, Fresno, CA 93721 ), stating
24 that such insurance coverage have been obtained and are in full force ; that the COUNTY OF
25 FRESNO , officers, agents and employees will not be respons ible for any premiums on the
26 policies; that such Commercial General Liability insuran ce names the COUNTY OF FRESNO , its
27 officers , agents and employees , individually and collectively , as additional insured , but only insofar
28 as the operations under this Agreement are concerned ; that such covera ge for additional insured
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1 shall apply as primary insurance and any other insurance , or self-insurance, maintained by
2 COUNTY OF FRESNO , its officers , agents and employees, shall be excess only and not
3 contributing with insurance provided under CONTRACTOR's policies herein ; and that this
4 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance ,
5 written notice given to COUNTY OF FRESNO .
6 In the event CONTRACTOR fails to keep in effect at all times insurance
7 coverage as herein provided , the COUNTY OF FRESNO may , in addition to other remedies it
8 may have , suspend or terminate this Agreement upon the occurrence of such event.
9 All policies shall be with admitted insurers licensed to do business in the State
10 of California . Insurance purchased shall be purchased from companies possessing a current A.M .
11 Best, Inc. rating of A FSC VII or better.
12 13. AUDITS AND INSPECTIONS
13 The CONTRACTOR shall at any time during business hours, and as often as
14 the COUNTY OF FRESNO may deem necessary , make available to the COUNTY OF FRESNO
15 for examination all of its records and data with respect to the matters covered by this Agreement.
16 The CONTRACTOR shall, upon request by the COUNTY OF FRESNO , permit the COUNTY OF
17 FRESNO to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S
18 compliance with the terms of this Agreement.
19 If th is Agreement e xceeds ten thousand dollars ($1 0 ,000 .00), CONTRACTOR
20 shall be subject to the examination and audit of the Auditor General for a period of three (3) years
21 after final payment under contract (Government Code Section 8546 .7).
22 14 . NOTICES
23 The persons and their addresses having authority to give and receive notices
24 under this Agreement include the following :
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COUNTY OF FRESNO
Paul Nerland ,
Director of Human Resources
2220 Tulare Street. 161h Floor
Fresno . CA 93721
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CONTRACTOR
Toney Chimienti , President
Chimienti & Associates Insurance Svcs
3400 W . Mineral Kinq , Suite B
Visalia . CA 93291
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2 Any and all notices between the COUNTY OF FRESNO and the
3 CONTRACTOR provided for or permitted under this Agreement or by law sha ll be in wri ting and
4 shall be deemed duly served when personally delivered to one of the parties , or in lieu of such
5 personal services , when deposited in the United States Mail , postage prepaid , addressed to such
6 party.
15. GOVERNING LAW 7
8 Venue for any action arising out of or re lated to this Agreement shall on ly be in
9 Fresno County , Californ ia.
1 o The rights and obligations of the parties and all i nterpretation and performa nce
11 of this Agreement shall be governed in all respects by the laws of the State of Ca lifornia .
12 16. ENTIRE AGREEMENT
13 This Agreement constitutes the entire agreement between the CONTRACTOR
14 and COUNTY OF FRESNO with respect to the subject matter hereof and supersedes all previous
15 Agreement negotiations , proposals , comm itments , writings , advertisements , pub li ca ti ons , and
16 understanding of any nature whatsoever unless expressly included in this Agreement.
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EXHIBIT "A"
CONTRACTOR will provide the following Administrative Services for the COUNTY
OF FRESNO :
1. Benefits Management System
a . Maintains eligible employee data ;
b . Tracks dependent data w ith relationship links to primary employee record ;
c . Stores COUNTY OF FRESNO benefit plan rules , including eligibility restrictions ,
waiting periods , volume and age calculation frequencies ;
d . Maintains benefit plan coverage and rate history ;
e . Provides benefit plan filtering to designated divisions and/or employee classes ;
f . Tracks benefits elected by employees and family members covered ;
g . Benefit plan rate and coverage calculation engine ;
h. Benefit accounting and billing system;
i. Payroll deduction tracking and payroll discrepancy reporting ;
15 j . Standard reporting system , including various census , discrepancy, enrollment, and
16 audit reports ;
17 k . Maintain history logs of changes made to member records , billing records , and
18 coverage records .
19 2 . Electronic Data Interface (EDI ) System
20 a . Exports various el igibility file formats , including HIPAA 834 ;
21 b . Export encryption using PGP ;
22 c . Export transfers available through file push via FTP or Carrier pickup via FTP .
23 3 . Single Source Billing Service .
24 CONTRACTOR will notify the COUNTY OF FRESNO at least 90 days in advance of the date
25 of any proposed change in service providers or change in status of any such service provider,
26 including , but not limited to change in ownership , key personnel , principals, or financial
27 condition . COUNTY OF FRESNO is an express third party beneficiary of any outside service
28 providers retained by CONTRACTOR under this Agreement.
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EXHIBIT "B "
CONTRACTOR will provide COUNTY OF FRESNO w ith the fo ll owing services ,
4 including direct billing service for Core Benefit Plans .
5 1. CONTRACTOR agrees to perform Retiree Eligib ility & Bill ing Services for COUNTY OF
6 FRESNO Retirees . Compensation to CONTRACTOR for these Services , as it pertains
7 to Retirees , will be as follows :
8 a. Retirees enrolled in the Hartford plan will have a fee of $5.20 per retiree per
9 month . These fees will be forwarded monthly to CONTRACTOR .
10 b . Retirees enrolled in the Kaiser Medicare plans w ill have a fee of $5 .20 per retiree
11 per month . These fees will be forwarded monthly to CONTRACTOR.
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement (Chimienti
& Associates-Plan Year 2017).
COUNTY OF FRESNO
Chairman , Board of Supervisors
DATE : _____ 3 __ --~-~----~~---------------
REVIEWED & RECOMMENDED FOR
Paul Nerland , Director of Human Resources
APPROVED AS TO LEGAL FORM
APPROVED AS TO ACCOUNTING FORM
Oscar Garcia ,
Aud it or-Controllerrrrea
FOR ACCOUNTING USE ONLY :
Fund No :
Subclass :
ORG No :
Account No:
1060
10000
89250200
7185
ATIEST:
BERNICE E. SE IDEL, Clerk
Board of Supervisors
By ~~sh o-p
Deputy