HomeMy WebLinkAboutAssociated Financial Group 2015-2019 AGREEMENT
THIS AGREEMENT, made on the 15�" day of April, 2075, by and between the CITY OF
OSHKOSH, hereinafter referred to as CITY, and ASSOCIATED FINANCIAL GROUP,
711 EISENHOWER DRIVE, KIMBERLY, WI 54136, hereinafter referred to as the
CONSULTANT.
WITNESSETH
That the CITY and the CONSULTANT, for the consideration hereinafter named, enter
into the following Agreement.
COMPONENT PARTS OF THE AGREEMENT
This Agreement consists of the following component parts, all of which are as fully a
part of this Agreement as if herein set out verbatim, or if not attached, as if hereto
attached:
1. This instrument
2. CITY's request for proposal for benefit consulting services issued February 18,
2015 and attached hereto.
3. ConsultanYs response to ihe CITY's request for proposal for benefit consulting
services dated March 17, 2015 and attached hereto.
4. Business Associate Agreement
5. HR Hotline Agreement
6. Consultant's certificate of insurance.
7. ConsultanYs insurance intermediary license forihe state of Wisconsin.
In the event that any provision in any of the above component parts of this Agreement
conflicts with any provision in any other of the component parts, the provision in the
component part first enumeraTed above shall govem over any other component part
which follows it numerically except as may be otherwise specifically stated.
CITY REPRESENTATIVE
The CITY shall assign the following individual to manage this Agreement:
Sue Brinkman, Human Resources Manager
SCOPE OF WORK
The CONSULTANT shall provide the services described in the CONSULTANT's
attached Response to Request lor Proposal. CITY may make or approve changes
within the general Scope of Services contained within the Professiona/ Services
Proposal and in this AGREEMENT. If such changes affect CONSULTANT's cost or time
required for performance of the services, an equitable adjustment will be made through
an amendment to this AGREEMENT.
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In addition to the services described in the CONSULTANT'S atlached Response to
Request lor Proposal, CONSULTANT will provide the HR Hotline at no additional
charge for each of the five years of this agreement.
RECORDS AND INSTRUMENTS OF SERVICE
A. Confidentiality. All information and advice exchanged between the parties
(including their agents and employees) shall be treated as confidential, and shall
not be disclosed to third parties except: 1) as agreed upon in writing, 2) when
necessary to accomplish the purposes of this agreement, or 3) as required by
law.
B. In addition, each party agrees promptly to advise the other party in writing of any
unauthorized misappropriation, disclosure or use by any person of Confidential
Information which may come to its attention, and to take all reasonable steps to
limit, stop or otherwise remedy such misappropriation, disclosure or use. The
confidentiality provisions contained herein shall continue and stay in effect even
after the expiration of this Agreement.
C. Any document related to this agreement, whether in electronic or paper form, is
considered a public record and shall be provided to the City upon request. The
contractor may provide the City with an explanation of why they believe any
document should not be released to the public. The City shall make all final
determinations regarding the existence or release of any document related to this
agreement.
TERM AND TERMINATION
A. Term. The term of this agreement is from May 1, 2015 through December 31,
2019.
B. Termination.
1. For Cause. If either party shall fail to fulfill in timely and proper manner any of
the obligations under this Agreement, the other party shall have the right to
terminate this Agreement by written notice. However, before doing so, the
party seeking to terminate the Agreement musi provide the other party with at
least thirty (30) days notice in writing of the reasons for termination. Upon
receipt of written notice, the responding party shall have thirty (30) days to
cure the failure to fulfill the obligations under this Agreement. In the event the
Agreement is terminated, the CONSULTANT shall be entitled to
compensation until the date of termination.
2. For Convenience. The CITY may terminate this Agreement at any time by
giving written notice to the CONSULTANT no later than 30 calendar days
before the termination date.
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TIME OF COMPLETION
The CONSULTANT shall perform the services under this Agreement with reasonable
diligence and expediency consistent with sound professional practices. The CITY
agrees that the CONSULTANT is not responsible for damages arising directly or
indirectly from any delays for causes beyond the CONSULTANT's control. For the
purposes of this Agreement, such causes include, but are not limited to, strikes or other
labor disputes, severe weather disruptions or other natural disasters, or failure of
performance by the CITY. If the delays resulting from any such causes increase the
time required by the CONSULTANT to perform its services in an orderly and efficient
manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule.
ASSIGNMENT
CONSULTANT shall not have the right to assign this Agreement without the written
prior consent of the City.
INDEPENDENT CONTRACTOR
CONSULTANT is an independent contractor and is not an employee of the CITY.
COOPERATION IN LITIGATION AND AUDITS
CONSULTANT shall fully and completely cooperate with the City, the City's insurer, the
City's attorneys, the City's Auditors or other representative of the City (collectively, the
"City" for purposes of this Artide) in connection with (a) any internal or governmental
investigation or administrative, regulatory, arbitral or judicial proceeding (collectively
"Litigation") or internal or governmental Audit, with respect to matters relating to this
Agreement; other than a third party proceeding in which CONSULTANT is a named
party and CONSULTANT and the City have not entered into a mutually acceptable joint
defense agreement.
Such cooperation may include, but shall not be limited to, responding to requests for
documents and/or other records, and making CONSULTANT's employees available to
the City (or their respective insurers, attomeys or auditors) upon reasonable notice for:
(i) interviews, factual investigations, and providing declarations or affidavits that provide
truthful information in connection with any Litigation or Audit; (ii) appearing at the
request of the City to give testimony without requiring service of a subpoena or other
legal process; (iii) volunteering to the City all pertinent information related to any
Litigation or Audit; and (iv) providing information and legal representations to auditors in
a form and within a timeframe requested.
City shall reimburse CONSULTANT for reasonable direct expenses incurred in
connection with providing documents and records required under this paragraph and
may require, at the City's sole discretion, such expenses to be documented by receipts
or other appropriate documentation. Reasonable direct expenses include costs, such
as copying, postage and similar costs; but do not include wages, salaries, benefits and
other employee compensation. CONSULTANT shall not be entitled to additional
compensation for employee services provided under ihis paragraph.
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STANDARD OF CARE
The standard of care applicable to CONSULTANT's Services will be the degree of skill
and diligence normally employed by professional CONSULTANTs or consultants
performing the same or similar Services at the time said services are performed.
CONSULTANT will re-perform any services not meeting this standard without additional
compensation.
CITY RESPONSIBILITIES
The CITY shall furnish, at the CONSULTANT's request, such information as is needed
by the CONSULTANT to aid in the progress of the project, providing it is reasonably
obtainable from Ciry records.
CITY acknowledges that it is responsible for thoroughly reviewing for accuracy and
completeness any information it provides to CONSULTANT and that CONSULTANT will
rely upon the accuracy, timeliness, and completeness of the information provided by
CITY.
To prevent any unreasonable delay in the CONSULTANT's work, the CITY will examine
all reports and other documents and will make any authorizations necessary to proceed
with work within a reasonable time period.
PAYMENT
A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the
performance of the Agreement the amount as follows:
Year 1 (May 1, 2015 to December 31, 2015): $4,500 per month
Year 2 (calendar year 2016): $5,600 per month or$67,200 annually
Year 3 (calendar year 2017): $5,600 per month or$67,200 annually
Year 4 (calendar year 201 S): Increase in fee not to exceed 3°/a
Year 5 (calendar year 2019): Increase in fee not to exceed 3%
B. Method of Payment. The CONSULTANT shall submit itemized monthly
statements for services. The CITY shall pay the CONSULTANT within 30
calendar days after receipt of such statement. Ii any statement amount is
disputed, the CITY may withhold payment oi such amount and shall provide to
CONSULTANT a statement as to the reason(s) for withholding payment.
C. Additional Costs. Costs for additional services shall be negotiated and set forth
in a written amendment to this Agreement executed by both parties prior to
proceeding with the work covered under the subject amendment.
D. Commissions. The CONSULTANT understands that as the CITY's
representative, they are not entitled to commissions of any sort regardless of the
services the CONSULTANT may provide or broker under this agreement. For
the purposes of this Agreement, "commissians" includes contingency
compensation in connection with CITY's insurance plans to which
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CONSULTANT would othervvise be entitled. The parties may subsequently
agree in writing that CONSULTANT is eligible to receive some, or all, of any
available commissions.
HOLD HARMLESS
The CONSULTANT covenants and agrees to protect and hold the CITY harmless
against all actions, claims, and demands which may be to the proportionate extent
caused by or result from the intentional or negligent acts of the CONSULTANT, its
agents or assigns, its employees, or its subcontractors related to the performance of
this Agreement or be caused or result from any violation of any law or administrative
regulation, and shall indemnify or refund to the CITY all sums including court costs,
attomey fees, and punitive damages which the CITY may be obliged or adjudged to pay
on any such claims or demands within thirty (30) days of the date of the CITY's written
demand for indemnification or refund for those actions, claim, and demands caused by
or resulting from intentional or negligent acts as specified in this paragraph.
Subject to any limitations contained in Sec. 893.80 and any similar statute, of the
Wisconsin Statutes, the City further agrees to hold CONSULTANT harmless from any
and all liability, including claims, demands, losses, costs, damages, and expenses of
every kind and description, which may be to the proportionate e#ent caused by or result
from the intentional or negligent acts of the CITY, its agents or assigns, its employees,
or its subcontractors related to the performance of this Agreement or be caused or
result from any violation of any law or administrative regulation, where such liability is
founded upon or grows out of the acts or omission of any of the officers, employees or
agents of the CITY while acting within the scope of their employment, and shall
indemnify the CONSULTANT all sums including court costs, attorney fees, and punitive
damages which the CONSULTANT may be obliged or adjudged to pay on any such
claims or demands within thirty (30) days of the date of the CONSULTANT's written
demand for indemnification or refund for those actions, claim, and demands caused by
or resulting from intentional or negligent acts as specified in this paragraph.
It is the intention of the parties to this Agreement that each party shall be solely
responsible for its own actions and activities and the actions and activities of its own
officers, employees and agenis while acting within the scope of their employment
DISCLAIMER
While knowledge of the legal, tax, and financial issues related to the products, services,
and advice offered by CONSULTANT is an important part of CONSULTANT's expertise,
the products, services, and advice themselves do not constitute, and should not be
construed as providing, legal, tax, or financial advice. CITY acknowledges that, in
providing products, services, or advice under this Agreement, CONSULTANT is not
acting in the capacity of a fiduciary, and CITY hereby waives any rights it may have to
pursue any type of fiduciary claim against CONSULTANT.
CITY is seeking CONSULTANT's expertise and recommendations with respect to the
products, services, and advice offered by CONSULTANT under this Agreement. As a
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result, CONSULTANT accepts liability for the percentage of any harm suffered by CITY
attributable to the negligent provision of products, services, and advice offered by
CONSULTANT under this Agreement. However, CITY acknowledges that some of the
products, services, and advice offered by CONSULTANT will be based upon the
accuracy, timeliness, and completeness of information provided by CITY. Thus,
CONSULTANT will not accept liability for harm that is attributable to inaccurate,
untimely, or incomplete information provided by CITY.
INSURANCE
The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance
Requirements lor Professional Services.
WHOLEAGREEMENT/AMENDMENT
This document and any specified attachments contain all terms and conditions of ihe
Agreement and any alteration thereto shall be invalid unless made in writing, signed by
both parties and incorporated as an amendment to this Agreement.
NO THIRD-PARTY BENEFICIARIES
This AGREEMENT gives no rights or benefits to anyone other than CITY and
CONSULTANT and has no third-party beneficiaries.
AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY
This Agreement is the product of negotiation between the parties hereto and no term,
covenant or provision herein or the failure to include a term, covenant or provision shall
be construed against any party hereto solely on the basis that one party or the other
drafted this Agreement or any term, covenant or condition contained herein.
NO WAIVER
Failure of either party to insist upon the strict performance of terms and provisions of
this agreement, or any of them, shall not constitute or be construed as a waiver or
relinquishment of that party's right to thereafter enforce such term or provision, and that
term of the provisions shall continue in full force and effect.
NON-DISCRIMINATION
The Operator agrees not to discriminate in its operations under this Agreement on the
basis of race, color, creed, age, and gender, or as otherwise prohibited by law. A
breach of this covenant may be regarded as a material breach of this Agreement
SEVERABILITY
If any term, covenant, condition or provision of this agreement shall be invalid or
enforceable, the remainder of this agreement shall not be affected thereby the
remainder of the agreement shall be valid and enforceable to the fullest extent permitted
by law.
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CHOICE OF LAW AND VENUE
The laws of the State of Wisconsin shall govern the interpretation and construction of
this Agreement. Winnebago County shall be the venue for all disputes arising under
this Agreement.
IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this contract to
be sealed with its corporate seal and to be subscribed to by its City Manager and City
Clerk and countersigned by the Comptroller of said City, and CONSULTANT hereunto
set its hand and seal the day and year first above written.
In the Presence of: CONSULTANT
ASSOQIATED FI ANCIAL GROUP
/
By:
T/� �F� ��r��d-e�
(Seal of Contractor (Sp cify Title)
if a Corporation.)
CITY OF OSHKOSH
By: n—�sK-�-%/✓�i
. �ZZ �-- 2 M A. Rohloff, Cjry Manag4Ir
( " ness) � -�+-�I � �-�.�� � 1,��;
� 77 �� and: � �
( itness) Pamela R. Ubrig, City Cler
APPROVED: I hereby certify that the necessary
provisions have been made to pay
the liability which will accrue under
�J this contrect
tt rney
.'��11()�(�M
City Comptroller
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