Salt Lake City Corporation Request for Proposal, RFP No. RFP12017 EMPLOYEE LONG & SHORT TERM DISABILITY INSURANCE ADMINISTRATION DEPARTMENT OF HUMAN RESOURCES Specification No. HR032, Contract No. 16-1-12-5656, Rev. January 23, 2012 /ts INFORMATION & REQUIREMENTS I. OBJECTIVE Salt Lake City Corporation (the "City") is soliciting competitive sealed proposals from interested and qualified Disability Administrators to provide a self-insured Short Term Disability (STD) program for 2323 eligible employees and a self-insured Long Term Disability (LTD) program for 2616 eligible employees effective on July 01, 2012. Administration services for in-force STD and LTD plans: This shall include claims intake, adjudication, medical review, claims reporting, policy and Summary Plan Description (SPD) production, reserve calculations, return to work and rehabilitation services, and fraud investigations. The City is also interested in a review of current funding levels, appropriateness of self insuring vs. partially or fully insuring their risk. II. BACKGROUND Salt Lake City is located in Northern Utah, and is the State Capitol and the Salt Lake County seat. Currently there are approximately 200,000 residents of the City proper. Salt Lake City Corporation’s NAIC Code is: 921120 and SIC Code is: 9111. Location of head office is: Salt Lake City, Utah 84111. The City provides an array of comprehensive benefit plans and programs to approximately 2,600 eligible employees plus their eligible dependents. Disability Insurance has been offered to employees for 5 years. Currently there are two plans offered to employees, Short Term Disability Insurance, and Long Term Disability Insurance. Both plans are 100% self funded by the City. The City with the help of its Third Party Administrator calculates the reserves and rates internally. Short Term Disability is self funded by the City and LTD is paid for by employees with the exception of sworn Police Officers in which the City pays 100% of the premium. Employees covered under the City’s benefit plans include administration employees, maintenance workers, parks and recreation workers, sworn police officers, combat firefighters and utility workers. The City is committed to providing its employees with comprehensive, high quality and costeffective employee benefit plans and programs that provide optimum value to both the City and its employees. Therefore in addition to requesting proposals on the administrative services for their existing plan, the City is also interested in receiving proposals on funding alternatives such as stop loss insurance, fully insured plans, and partially self funded plans. Should you wish to offer a proposal on an alternative plan in addition to submitting on the administrative services, please be sure that you clearly indicate what you are offering, and which if any additional companies and services are included in your proposal. Salt Lake City Corporation has retained FirstWest Benefit Solutions to aid in preparation of these specifications, aid in proposal analysis, and offer recommendations for STD and LTD plan marketing. Salt Lake City Corporation does not pay a commission to a broker or agent for the administration of the STD and LTD coverage. Therefore, all proposals shall consist of rates net of commissions for the STD and LTD plans. Please do not include any broker compensation in your proposals. Reference documents available for download on BidSync, see Section V below. Long Term Disability (LTD) Benefits Summary Short Term Disability (STD) Benefits Summary LTD Cost and Claim History STD Cost and Claim History LTD Eligible Police Sworn LTD Eligible Non-Police Sworn STD Eligible III. INSURANCE REQUIREMENTS Offerors should review the required insurance coverage and notice of policy cancellation requirements that will be part of the resulting contract(s). Such insurance information is provided under Paragraph 4 of the Sample Agreement. Proposed pricing must include associated insurance costs. The selected offeror will be required to provide insurance certificates meeting all requirements at the time of notification of conditional award. IV. PROPOSAL SUBMISSION Sign and return the Proposal Response Cover Sheet (ATTACHMENT 1). The form must be signed by a company representative authorized to bind the offeror contractually. Submit all required information as outlined in the Proposal Content & Evaluation Criteria section of ATTACHMENT 1. Submit original proposal and five (5) proposal copies in a sealed envelope or other sealed container. Mark envelope or container with RFP Number and submission deadline date. Submission Deadline: 3:00 pm, Wednesday, February 15, 2012. Proposals received after the 3:00 pm deadline will be placed in the file unopened and will not be considered. Submit to the address shown on the Proposal Response Cover Sheet (ATTACHMENT 1). NOTE: Proposals will be opened in a manner preventing disclosure of proposal respondents and the contents of the submissions. Proposals will then be sent to the Cityappointed selection committee for evaluation. Page 2 of 27 Even after an offeror is selected for award, no information regarding the proposals will be made public until contract negotiations have been completed and a formal contract has been awarded. When the formal contract has been awarded, the name of the company awarded the contract will be listed on our website and can be accessed by going to http://www.slcpurchasing.com, proceeding to the link to SLC Online Bids and Proposal Request System, and then searching for the applicable RFP using the link entitled Search For Bids and Proposal. V. ADDITIONAL INFORMATION The City’s designated contact person for questions or additional information concerning the services specified in this Request for Proposal, or for additional information concerning Request for Proposal procedures and regulations (i.e., submission deadline, forms required, etc.), or Americans with Disabilities (ADA) accommodations, is Tiffany Sorensen in the Purchasing & Contracts Management Division: telephone (801) 535-6347; TDD (801) 5356021; FAX (801) 535-6656; e-mail (tiffany.sorensen@slcgov.com). All questions requesting clarification or interpretation of any section or sections of this specification can be submitted in writing on or before Wednesday, February 8, 2012. Offerors are encouraged to submit questions on-line through BidSync. (Access the RFP at www.slcpurchasing.com, select “BidSync” link, click on the RFP name, click on supplier log-in at the bottom of screen) Questions received after the date above may not be considered or receive a written response. If questions prompt the need for changes to the specification, the City will issue a written addendum to the original specification. Any Q & A information and/or written addendums issued by the City shall be available for interested offerors to view and/or download within three (3) working days following the above referenced deadline. Go to www.slcpurchasing.com and click on the BidSync link, then search and click on the applicable RFP. All Q & A information and addendums will be contained in the “Bid Packet”. It is the responsibility of the offeror to view and/or download Q & A information and addendums prior to submission of their proposal. VI. REGISTER FOR NOTIFICATION OF RFP OR BID ADDENDA It is the bidder/offeror’s responsibility to register for notification to receive any changes, corrections, question/answer documents, and addendums issued for RFB (bid) or RFP (proposal) documents. To receive notification of question/answer documents and addendums added to a current Bid or RFP the bidder/offeror must complete a one-time registration by providing their company information through BidSync at www.bidsync.com. Once registered, bidder/offeror can select (click on) any Bid or RFP project listed on the City web site or the BidSync web site, log-in, download the project documents, and request to be on the notification list for that project. Failure to register and log-in to a Bid or RFP for documents and notifications constitutes an automatic waiver of bidder’s/offeror’s right to receive a direct notification of any changes, corrections or addenda for a Bid or RFP. Page 3 of 27 ATTACHMENT 1 Proposal Response Cover Sheet RFP No. RFP12017 PROPOSAL FOR EMPLOYEE LONG & SHORT TERM DISABILITY INSURANCE ADMINISTRATION TO: Use this address for all U.S. Postal Service: Salt Lake City Corporation Chief Procurement Officer Purchasing & Contracts Division P.O. Box 145455 Salt Lake City, Utah 84114-5455 For express courier or hand delivery, use: Salt Lake City Corporation Chief Procurement Officer Purchasing & Contracts Division 451 South State Street - Room 238 Salt Lake City, Utah 84111 The undersigned, having carefully read and considered the Request for Proposal to provide EMPLOYEE LONG & SHORT TERM DISABILITY INSURANCE ADMINISTRATION for the DEPARTMENT OF HUMAN RESOURCES, does hereby offer to perform such services on behalf of the City in the manner described and subject to the terms and conditions set forth in the attached proposal. Services will be performed at the rates set forth in said proposal. OFFEROR Company Name: _________________________________________________________________ Doing business as: [ ] an individual [ ] a partnership [ ] a corporation [ ] a limited liability company (mark appropriate box), duly organized under the laws of the State of _________________. BY: ______________________________________ (Signature of authorized representative) ____________________________________ (Please Print or Type Name) PRINCIPAL OFFICE ADDRESS: Street Address _____________________________________________________________________ City ________________________________________________ County ______________________ State ________________________________________________ Zip Code____________________ Telephone ( ) FAX ( ) _ Email Address ____________________________________________________________________ TAXPAYER IDENTIFICATION NUMBER: Employer I.D. No. ______________________ (Corporation or Partnership) OR Social Security No. _____________________ (Individual) ALL PROPOSALS MUST INCLUDE THIS COVER SHEET & THE PROPOSAL CONTENT & EVALUATION REQUIREMENTS LISTED ON THE NEXT PAGES Page 4 of 27 PROPOSAL CONTENT & EVALUATION CRITERIA EMPLOYEE LONG & SHORT TERM DISABILITY INSURANCE ADMINISTRATION The City is committed to offering STD/LTD programs which promote cost-effective services. The City's primary selection criteria are listed below. Net Cost Considerations Competitive program costs, based upon expected claims and fees/premiums Willing to accept meaningful performance penalties if superior service is not provided Benefit Provisions Ability to provide the requested benefit plan designs exactly as outlined in "Plan Design" worksheets Program design, including staffing, systems and other critical components, that advances early return to work Qualifications and Approach to Administrative Services Proven claims management track record Dedication to delivering superior member and customer service support Satisfied clients of similar size and complexity to City Utilizes best-in-practice disability management techniques Utilizes best-in-practice disability duration guidelines Facilitate return-to-work initiatives Proposal Response All information provided by offerors in their “RFP Response File” will be compiled and assessed as it relates to the criteria above and will be used in the evaluation process. Page 5 of 27 Proposal Content Instructions and Checklist A. B. C. Please submit proposal contents in the order listed below: Complete and sign Attachment 1, “Proposal Response Cover Sheet” (Page 4) of this RFP package and submit this as the first page of your submission. Complete and attach this checklist as the 2nd page of your submission. □ □ Download the “RFP Response File”, Excel file as provided at www.bidsyc.com 1. Respond to all evaluation criteria as listed in this file which contains worksheets 1 through 10. Type your response information directly into the spaces provided in worksheets 2 through 10 of this electronic file. 2. Print a hard copy of your completed worksheets 2 through 10 after all responses have been added. Include this hard copy with your proposal submission. Copy your completed “RFP Response File” Excel file on to a CD and include two (2) copies of the CD with your submission. Exceptions. If you have any exceptions to this Request for Proposal and/or the attached Sample Agreement they must be included as specified in Paragraph V of Attachment 2, General Proposal Instructions & Information. 3. D. Check. □ □ □ No Exceptions -OR- □ Exceptions attached E. City Ethics Requirement. Offeror acknowledges that they have read the paragraphs below and agree to comply with their terms. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES The offeror represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. Pursuant to the foregoing, it is the City’s policy that City employees are prohibited from personally accepting gifts, incentives, and marketing or promotional items from suppliers and those suppliers shall not offer such items to City employees. Such offers from suppliers are inappropriate and may result in suspension or debarment of the supplier from the City's procurement processes. Page 6 of 27 □ Yes we agree. ORAL INTERVIEWS MAY BE CONDUCTED WITH ONE OR MORE PROSPECTIVE CONTRACTORS. THE DECISION OF THE CITY'S SELECTION COMMITTEE SHALL BE FINAL AND CONCLUSIVE. PURSUANT TO REQUIREMENTS OF PARAGRAPH E ABOVE, PLEASE DO NOT SUBMIT ANY GIFTS OR PROMOTIONAL ITEMS WITH YOUR PROPOSAL. CITY EMPLOYEES ARE NOT ALLOWED TO ACCEPT SUCH ITEMS REGARDLESS OF THEIR VALUE. Page 7 of 27 ATTACHMENT 2 General Proposal Instructions & Information An electronic version of this document including all attachments and exhibits is available for download from the Salt Lake City Purchasing & Contracts Division website: http://www.slcpurchasing.com I. II. AWARD BY WRITTEN AGREEMENT The selected offeror shall be required to enter into a written agreement in substantially the form as shown in the attached SAMPLE AGREEMENT (ATTACHMENT 3) which shall be the basic form used to develop the final agreement. Signature on the Proposal Cover Sheet acknowledges that the offeror is willing to enter into the agreement if awarded the contract. Offerors are advised to read thoroughly the Sample Agreement as the selected offeror will be required to comply with its requirements. If offeror has any exceptions to the Sample Agreement, the offeror must follow the procedures stated under Paragraph V, EXCEPTIONS TO PROPOSAL & SAMPLE AGREEMENT. PREPARATION OF PROPOSALS A. Failure to Read. Failure to read the Request for Proposal and these instructions will be at the offeror's own risk. B. Cost Of Developing Proposals. All costs related to the preparation of the proposals and any related activities are the sole responsibility of the offeror. The City assumes no liability for any costs incurred by offerors throughout the entire selection process. III. SUBMISSION DEEMED AGREEMENT Submission of a bid, proposal or other offer or submission constitutes the bidder's or offeror's agreement to all of the terms, conditions and provisions of the bid or proposal package, or other solicitation documents. In addition, submission of a bid, proposal or other offer or submission by fax or E-mail constitutes a waiver of any claim to confidentiality, or any protest based on such a claim. By the submission of any bid, proposal or other offer or submission, the bidder or offeror represents that the matters stated therein are true and correct. IV. PROPOSAL INFORMATION A. Discussions With Offerors. The City reserves the right to enter into discussions with the offeror(s) determined to be reasonably susceptible of being selected for award, or to enter into exclusive discussions with the offeror whose proposal is deemed most advantageous, whichever is in the City’s best interest, for the purpose of negotiation. In the event that exclusive negotiations are conducted and an agreement is not reached, the City reserves the right to enter into negotiations with the next highest ranked offeror without the need to repeat the formal solicitation process. Page 8 of 27 B. Equal Opportunity. The City will make every effort to ensure that all offerors are treated fairly and equally throughout the entire advertisement, review, and selection process. The procedures established herein are designed to give all parties reasonable access to the same basic information. C. Proposal Ownership. All proposals, including attachments, supplementary materials, addenda, etc., shall become the property of the City and will not be returned to the offeror. D. Rejection Of Proposals. E. V. The City reserves the right to reject any or all proposals received. Furthermore, the City shall have the right to waive any informality or technical defect in proposals received when in the best interest of the City. No proposal shall be accepted from, or contract awarded to, any person, firm or corporation that is in arrears to the City upon a debt or contract or that is in default, as surety or otherwise, upon any obligation to the City, or that may be deemed irresponsible or unreliable by the Purchasing & Contracts Division. Offerors may be required to submit satisfactory evidence that they have the necessary financial resources to perform and complete the work outlined in this RFP. Failure To Submit A Proposal. Failure to submit a proposal (or to advise the City Purchasing & Contracts Division that future Requests for Proposal are desired) may result in the removal of your firm from the prospective offerors list. EXCEPTIONS TO PROPOSAL & SAMPLE AGREEMENT If offeror takes exception to any term, condition, or requirement set forth in this Request for Proposal or the Sample Agreement and any of its Exhibits and Attachments, said exceptions must be clearly identified and included in the response to this RFP. Exceptions or deviations to any of the terms, conditions, or requirements must not be added to the proposal pages but must be submitted in a separate document accompanying offeror's proposal identified as “Exceptions.” Such exceptions shall be considered in the evaluation and the award processes. The City shall be the sole determiner of the acceptability of any exception. If the City omits anything from this RFP that is necessary for a clear understanding of the work, or if it appears that instructions are in conflict, then the offeror may request written clarifying information from the Purchasing & Contracts Division at least forty-eight (48) hours before the time and date of the proposal opening shown above. VI. CONFIDENTIALITY All responses, inquiries, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by the offeror that are submitted to the City, as part of the proposal or otherwise, shall become the property of the City when received by the City and may be considered public information under applicable law. The City is subject to the disclosure requirements of the Government Records Access and Management Act; Title 63G, Chapter 2, Utah Code Annotated (“GRAMA”). The City Page 9 of 27 generally considers proposals and all accompanying material to be public and subject to disclosure. Any material considered by the offeror to be proprietary must be accompanied by a written claim of business confidentiality and a concise written statement of reasons supporting the claim. Blanket claims that the entire RFP is confidential will be denied. The City cannot guarantee that any information will be held confidential. If the offeror makes a claim of business confidentiality, the City, upon receipt of a request for disclosure, will determine whether the material should be classified as public or nonpublic, and will notify the offeror of such determination. The offeror is entitled under GRAMA to appeal an adverse determination. The City is not obligated to notify the offeror of a request to see the offeror’s proposal, and will not consider a claim of confidentiality, unless the offeror's claim of confidentiality is made in a timely basis and in accordance with GRAMA. VII. GOVERNING CODE AND RULES The City’s procurement processes, including this competitive solicitation, are governed by Salt Lake City Code 3.24 and Salt Lake City Administrative Rules for Procurement. Page 10 of 27 ATTACHMENT 3 SAMPLE AGREEMENT The Sample Agreement will be subject to review and modification by the City Attorney’s Office. CONTRACT NO. 16-1-12-5656 Rev. /_ SAMPLE AGREEMENT EMPLOYEE LONG & SHORT TERM DISABILITY INSURANCE ADMINISTRATION FOR THE SALT LAKE CITY DEPARTMENT OF HUMAN RESOURCES THIS AGREEMENT is between SALT LAKE CITY CORPORATION, a Utah municipal corporation (“City”), and Ø, a _ (“Contractor”) and is dated as of the date the City Recorder attests the applicable City signature (which date shall be the recordation date). RECITALS 1. Contractor desires to provide certain employee disability plan administration services for City's Department of Human Resources. 2. City desires to engage Contractor for such services. AGREEMENT In consideration of the promises and covenants hereinafter contained, the parties agree as follows: 1. Contractor shall provide certain employee disability plan administration services for City’s Department of Human Resources as described in Exhibit “A” for an initial term commencing July 1, 2012 and continuing through June 30, 2015. City may extend this Agreement for two (2) additional one-year terms, renewable on an annual basis, under the same terms and conditions. Notice of term extensions shall be in writing served upon Contractor by regular mail at least thirty (30) days before the expiration of the original term of this Agreement, or any renewal term, in order for such extension to be effective. After all annual term extensions have been exercised, City shall have the right to extend this Agreement for an additional term of up to four (4) months by giving Contractor written notice at least ten (10) days before the expiration of the last annual extension, provided, however, that City may terminate such additional term by giving Contractor at least five (5) days prior written notice of such termination. This is a non-exclusive contract and City reserves the right to acquire the services, at its discretion, from other sources during the term of this Agreement. All financial commitments by City shall be subject to the appropriation of funds approved by the City Council and the limitations on future budget commitments provided under applicable Utah law, including the Utah Constitution. Page 11 of 27 2. For services provided to City, Contractor shall be paid as specified under Exhibit “B” (Price Schedule). 3. For such consideration, Contractor shall furnish all materials, supervision, labor, and equipment to complete the requirements of this Agreement. 4. The following insurance requirements apply to this Agreement: A. GENERAL INSURANCE REQUIREMENTS FOR ALL POLICIES. (1) Any insurance coverage required herein that is written on a “claims made” form rather than on an “occurrence” form shall (i) provide full prior acts coverage or have a retroactive date effective before the date of this Agreement, and (ii) be maintained for a period of at least three (3) years following the end of the term of this Agreement or contain a comparable “extended discovery” clause. Evidence of current extended discovery coverage and the purchase options available upon policy termination shall be provided to City. (2) All policies of insurance shall be issued by insurance companies licensed to do business in the state of Utah and either: (a) Currently rated A- or better by A.M. Best Company; —OR— (b) Listed in the United States Treasury Department’s current Listing of Approved Sureties (Department Circular 570), as amended. (3) Contractor shall furnish certificates of insurance, acceptable to City, verifying the foregoing matters concurrent with the execution hereof and thereafter as required. (4) In the event any work is subcontracted, Contractor shall require its subcontractor, at no cost to City, to secure and maintain all minimum insurance coverages required of Contractor hereunder. (5) Contractor shall provide written notice to City of any modification or cancellation of any insurance policy required by this Agreement at least thirty (30) days prior to the effective date of such policy modification or cancellation. B. REQUIRED INSURANCE POLICIES. Contractor, at its own cost, shall secure and maintain during the term of this Agreement, including all renewal terms, the following minimum insurance coverage: (1) Worker's compensation and employer’s liability insurance sufficient to cover all of Contractor’s employees pursuant to Utah law. This requirement includes those who are doing business as an individual and/or as a sole proprietor as well as corporations and partnerships. In the event any work is subcontracted, Contractor shall require its subcontractor(s) similarly to provide worker’s compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law. Page 12 of 27 (2) Commercial general liability (CGL) insurance with City as an additional insured, in the minimum amount of $1,000,000 per occurrence with a $2,000,000 general aggregate and $2,000,000 products and completed operations aggregate. These limits can be covered either under a CGL insurance policy alone, or a combination of a CGL insurance policy and an umbrella insurance policy and/or a CGL insurance policy and an excess insurance policy. The policy shall protect City, Contractor, and any subcontractor from claims for damages for personal injury, including accidental death, and from claims for property damage that may arise from Contractor’s operations under this Agreement, whether performed by Contractor itself, any subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independent contractors, products and completed operations. (3) Professional liability insurance in the minimum amount of $2,000,000 per occurrence with a $2,000,000 annual aggregate limit. (4) Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles used in connection with this Agreement in the minimum amount of a combined single limit of $1,000,000 per occurrence or $500,000 Liability per person, $1,000,000 Liability per occurrence, and $250,000 Property Damage. These limits can be reached either with a commercial automobile liability insurance policy alone, or with a combination of a commercial automobile liability insurance policy and an umbrella insurance policy and/or a commercial automobile liability insurance policy and an excess insurance policy. If the policy only covers certain vehicles or types of vehicles, such as scheduled autos or only hired and non-owned autos, Contractor shall only use those vehicles that are covered by its policy in connection with any work performed under this Agreement. -OR- IF THERE WILL NOT BE ANY VEHICLE OPERATIONS— (4) Contractor shall not operate a vehicle in connection with any services rendered under this Agreement. Inasmuch as Contractor agrees not to operate a vehicle in connection with services rendered under this Agreement, City shall not require Contractor to provide commercial automobile liability insurance. 5. Contractor shall obey all federal, state, county, and municipal laws, ordinances, regulations, and rules applicable to its operations. Said laws include, but are not limited to, the Equal Employment Opportunity laws, the Fair Labor Standards Act, Occupational Safety & Health Administration (OSHA) laws, Family Medical Leave Act (FMLA), the Americans with Disabilities Act (ADA), and the Utah Immigration Accountability and Enforcement Act. Any violation of applicable law shall constitute a breach of this Agreement and Contractor shall hold City harmless from any and all liability arising out of, or in connection with, said violations including any attorney's fees and costs incurred by City as a result of such violation. 6. City may cancel this Agreement for any reason and without any liability therefore, upon giving Contractor thirty (30) days prior written notice. Such notice shall be sent to the last known address of Contractor. 7. City may, without prejudice to any right or remedy, and without the necessity of giving the thirty (30) day notice provided in paragraph 6 above, terminate this Agreement for cause in the event Contractor fails to fulfill, in a timely or satisfactory manner, any of the terms and conditions Page 13 of 27 set forth in this Agreement and fails to cure such failure within seven (7) days after written notice from City of such failure. 8. If this Agreement is canceled or terminated as provided herein, City shall pay Contractor on the basis of actual services satisfactorily performed as calculated by City. 9. Contractor, for itself, its successors and assigns, as part of the consideration herefore, covenants that no person, solely on the grounds of race, color, national origin, age, sex, religion, or non-job related disability, shall be excluded from participation in, denied the benefits of, or be otherwise subject to discrimination in the furnishing of services hereunder, unless the characteristic is a bona fide occupational qualification. 10. Contractor shall indemnify, save harmless, and defend City, its officers and employees, from and against all losses, claims, demands, actions, damages, costs, charges, and causes of action of every kind or character, including attorney's fees, arising out of Contractor's intentionally wrongful, reckless, or negligent performance hereunder. Contractor’s duty to defend City shall exist regardless of whether City or Contractor may ultimately be found to be liable for anyone’s negligence or other conduct. If City's tender of defense, based upon this indemnity provision, is rejected by Contractor, and Contractor is later found by a court of competent jurisdiction to have been required to indemnify City, then in addition to any other remedies City may have, Contractor shall pay City's reasonable costs, expenses, and attorney's fees incurred in proving such indemnification, defending itself, or enforcing this provision. Nothing herein shall be construed to require Contractor to indemnify the indemnitee against the indemnitee's own negligence. 11. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES. Contractor represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. 12. GOVERNMENT RECORDS ACCESS AND MANAGEMENT ACT. City is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 63G, Utah Code Annotated or its successor (“GRAMA”). All materials submitted by Contractor pursuant to this Agreement are subject to disclosure unless such materials are exempt from disclosure pursuant to GRAMA. The burden of claiming an exemption from disclosure shall rest solely with Contractor. Any materials for which Contractor claims a privilege from disclosure shall be submitted marked as “Business Confidential” and accompanied by a concise statement of reasons supporting Contractor's claim of business confidentiality. City will make reasonable efforts to notify Contractor of any requests made for disclosure of documents submitted under a claim of business confidentiality. Contractor may, at Contractor’s sole expense, take any appropriate actions to prevent disclosure of such material. Contractor specifically waives any claims against City related to disclosure of any materials required by GRAMA. Page 14 of 27 13. Contractor is not an employee of City for any purpose whatsoever. Contractor is an independent contractor at all times during the performance of the services specified herein. 14. All notices shall be directed to the following addresses: City: Salt Lake City Corporation Attn.: City Contracts Administrator, Purchasing (For U.S. Postal Service delivery) P.O. Box 145455 Salt Lake City, UT 84114-5455 -OR(For hand delivery or express courier delivery) 451 South State Street, Room 235 Salt Lake City, UT 84111 With a copy to: City: Contractor: Salt Lake City Corporation Department of Human Resources Attn.: Employee Benefits Administrator (For U.S. Postal Service delivery) P.O. Box 145464 Salt Lake City, UT 84114-5464 -OR(For hand delivery or express courier delivery) 451 South State Street, Room 115 Salt Lake City, UT 84111 Ø Attention: _ _ 15. This Agreement may be assigned by either party but only with the prior written consent of the other party. 16. Contractor's obligations are solely to City and City’s obligations are solely to Contractor. This Agreement shall confer no third party rights whatsoever. 17. This Agreement embodies the entire Agreement between the parties relating to the subject matter of this Agreement and shall not be altered except in writing signed by both an authorized representative of Contractor and by City’s Mayor or the Mayor’s designee. The terms of this Agreement shall supersede any additional or conflicting terms or provisions that may be set forth or printed on Contractor’s work plans, cost estimate forms, receiving tickets, invoices, or any other related standard forms or documents of Contractor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of City. The intent of the parties is that the terms of this Agreement shall prevail in any dispute between the terms of this Agreement and the terms printed Page 15 of 27 on any such standard forms or documents, and such standard forms or documents shall not be considered written amendments of this Agreement. 18. This Agreement shall be enforced in and governed by the laws of the state of Utah. ********************************************************************************* (Balance of page left blank) Page 16 of 27 The parties are signing this Agreement as of the date stated in the introductory clause. SALT LAKE CITY CORPORATION By _______________________________ Title ______________________________ ATTEST AND COUNTERSIGN: _______________________ City Recorder ______________ Recordation Date APPROVED AS TO FORM: _______________________ Senior City Attorney Ø By ________________________________ Title _______________________________ ACKNOWLEDGMENT State of _____________________ County of ___________________ ) :ss ) The foregoing Agreement was acknowledged before me this _________ day of __________________, 2012, by ________________________________, the (Name of person signing Agreement) __________________________ of Ø, a (state) (type of entity). (Title of person signing Agreement) ___________________________________ NOTARY PUBLIC, residing in ___________________________________ County My Commission Expires:_________________________ Page 17 of 27 CONTRACT NO. 16-1-12-5656 EXHIBIT “A” SCOPE OF WORK EMPLOYEE LONG & SHORT TERM DISABILITY INSURANCE ADMINISTRATION I. GENERAL A. Contractor, if doing business under an assumed name, i.e. an individual, association, partnership, corporation, or otherwise, shall be registered with the Utah State Division of Corporations and Commercial Code. NOTE: Forms and information on how to get registered may be obtained by calling (801) 530-4849 or by accessing www.commerce.state.ut.us . II. B. Contractor shall assume full responsibility for damage to City property caused by Contractor's employees or equipment as determined by designated City personnel. C. Contractor shall be solely responsible for the safety of Contractor's employees and others relative to Contractor's work, work procedures, material, equipment, transportation, signage, and related activities and equipment. D. Contractor shall possess and keep in force all licenses and permits required to perform services under this Agreement. E. No guarantee of the actual service requirement is implied or expressed by this Agreement. Service requirements shall be determined by actual need. RESPONSIBILITIES OF CONTRACTOR NOTE: Subject to modification based on the proposal received from the selected offeror and negotiations with City. The responsibilities of Contractor include, but shall not be limited to, the following A. Contractor shall perform employee short-term disability (“STD”) and long-term disability (“LTD”) plan administration services for City’s Department of Human Resources by providing the services listed hereunder on behalf of City. These services shall include, but shall not be limited to, the following. 1. Contractor shall maintain claim adjudication and administration procedures and practices that, at a minimum, adhere to the NAIC Model Unfair Claim Settlement Practices Act, as described below in Section V, Claim Settlement Practices. 2. Contractor shall review, investigate, and administer the claims in accordance with the terms of this Agreement. Page 18 of 27 B. III. 3. Contractor shall provide City with monthly claim payment recommendations on each of the active claims for which Contractor is responsible under this Agreement. Contractor shall provide City with monthly status reports on each pending claim for which Contractor is responsible for under this Agreement. Each claim payment recommendation will be provided to City; whether in writing or by electronic mail, not less than ten (10) days prior to each bi-weekly or monthly claim payment date. 4. Contractor shall provide City with its written recommendation with respect to the approval, settlement, compromise, declination, termination, litigation, or payment of each claim and shall provide City with all claim information it requires. 5. Contractor shall administer the claims in accordance with its approved recommendation to City including preparing and sending all communications to the claimants and others with a business need to know in order to fulfill the purposes of this Agreement with respect to its review, investigation, and administration of the claims. All such communications will be treated as confidential information and safeguarded to prevent improper use or disclosure. 6. Contractor shall meet at least once per month with City staff, in person or by conference call, to report on and discuss progress and results. Contractor’s staff will be available in its offices by telephone during City’s regular business hours (8:00 am to 5:00 pm Mountain Time) Monday thru Friday or at any reasonable time to discuss claims. Contractor's Personnel 1. Contractor shall provide sufficient personnel to accomplish the required services as scheduled. All personnel shall be skilled in the various tasks assigned to them. 2. Contractor shall identify Contractors personnel who will be designated as the main contact person for City. If the main contact person will be unavailable to City for more than three (3) days, another person must respond to City within two (2) business days. REPORTING A. Contractor shall provide City with monthly and quarterly reports as requested by City designee. Such reports shall be available no later than the end of the month following the close of the period in question. These reports include, but are not limited to the following: 1. Monthly reporting of Short Term Disability claims by payroll department. Report shall show the total benefit paid, all administrative fees charged, and the diagnosis with the length of disability period anticipated and whether or not employee is a candidate for light duty. Page 19 of 27 2. Quarterly reporting of Long Term Disability claims in the following two categories. Both reports shall include the total benefit paid, all administrative fees charged, the diagnosis, and length of anticipated disability period. a. b. B. Public Safety employee (taxed). Regular employee claims (non-taxed). Contractor shall provide City with the following reports on an annual basis within 90 days of the contract anniversary date. 1. Annual accounting of each plan which shall include the total amount of paid benefits and administrative fees charged. 2. Annual calculation of the reserves and the premiums required for funding each of the plans. 3. Employee contested claims that were denied or partially denied, separated by denial reason. 4. A year-end financial accounting for the program. IV. PLAN DESCRIPTIONS Contractor shall, upon request by City, redraft or create Summary Plan Descriptions (SPD’s) for City’s Long and Short Term Disability products. V. CLAIM SETTLEMENT PRACTICES Contractor will administer claims on behalf of City in accordance with the following Claims Settlement Practices, which comply with standards found in the NAIC Model Unfair Claims Settlement Practices Act, the NAIC Model Unfair Life, Accident and Health Claims Settlement Practices Model Regulation, and the Federal Employee Retirement Income Security Act of 1974, as amended (ERISA): A. Contractor will thoroughly investigate all claims promptly and courteously. B. In all communications with claimants, Contractor will not knowingly misrepresent any relevant facts or policy provisions relating to the claim. C. Contractor will acknowledge and respond within fifteen (15) days, or such shorter minimum time period as required by Utah state law, to any written communications relating to a pending claim. D. Contractor will acknowledge all pertinent communications relating to ongoing claims from claimants or their authorized representatives with reasonable promptness. E. Contractor will follow reasonable standards for the prompt investigation and settlement of claims. If a claim remains unresolved for thirty (30) days, Contractor will provide a reasonable written explanation for the delay. If the claim remains unresolved, Contractor will provide a reasonable written explanation at least once every thirty (30) Page 20 of 27 days of the reason(s) for the delay and will provide a good faith estimate of the additional time needed for the investigation. VI. F. Contractor will attempt in good faith to effectuate prompt, fair, and equitable settlement of each claim in which liability has become reasonably clear, and will recommend that payment be made within thirty (30) days after liability has become reasonably clear. Contractor will recommend a reasonable explanation of the computation of benefits in connection with each recommendation from Contractor that a claim payment be made. G. Contractor will not refuse to pay any claim without first conducting a full, thorough, and reasonable investigation of the claim. H. Contractor will affirm or deny coverage of each claim within a reasonable time after completing its investigation of the claim. I. Contractor will not settle, or attempt to settle, a claim for less than the amount that a reasonable person would believe the claimant is entitled to receive based on the terms of the policy and the written advertising materials which accompanied or were made a part of the claimant’s application for coverage. CLAIM SETTLEMENTS PROCEDURE Contractor will evaluate each claim on an ongoing basis to determine whether it would be appropriate to explore a settlement of the claim. Contractor will evaluate each request from a claimant for a settlement of his or her claim. All claim settlements will be conducted in accordance with the following procedures: A. Contractor will notify City when Contractor determines that settlement options should be explored for a claim and recommend a level of claim settlement authority for Contractor to exercise on behalf of City in the claim settlement negotiations with the claimant. B. Notwithstanding Section V, Paragraph G above, City will approve or disapprove the recommendation from Contractor within ten (10) business days after receiving a recommendation that settlement options be explored for a claim. City will be considered to have approved the recommendation if City does not act on the recommendation within ten (10) business days after it is received. C. Contractor and City agree that the authority of Contractor to engage in claim settlement negotiations on behalf of City will be established specifically for each claim based on the facts of the claim. D. Contractor and City agree that the claims settlement authority delegated by City is the authority to negotiate in good faith with a claimant for the settlement of the claim on behalf of City, but that the parties to the claim settlement agreement will be City and the claimant, and that City must give final approval to each claim settlement. Contractor will not be a party to the settlement agreement. Page 21 of 27 VII. E. Contractor staff will explore claim settlement options with the claimant. Where appropriate, Contractor may arrange for outside experts in structured settlements to explore specific settlement options with a claimant. F. Contractor will recommend to the claimant that the claimant be represented by an attorney and obtain appropriate financial counseling prior to negotiating any final settlement agreement with the claimant. If a claimant declines to seek financial counseling or representation by an attorney, Contractor may, at its discretion, require a waiver from the claimant. G. When appropriate, taking into account the financial sophistication and mental capacity of the claimant, Contractor may require that the claimant be represented by an attorney prior to negotiating any final settlement agreement with the claimant. H. Each settlement agreement on a claim will be structured to comply with the laws and regulations of the state where the claimant resides. CLAIM DENIAL PROCEDURE A. Contractor will conduct a review and evaluation of each claim and prepare a written notice to City of its recommended decision on each claim within a reasonable time after receipt of the proof of ongoing loss submitted on the claim. If Contractor recommends to City that all or a part of a claim be denied, the recommendation from Contractor will comply with the following standards: B. C. 1. Contractor will provide the reasons supporting the recommended denial of all or any part of the claim. 2. Contractor will refer to the wording of the insurance policy which is the basis for the recommended denial of all or any part of the claim. 3. Contractor will describe the additional information, documents, or proof of loss that must be submitted to obtain disability benefits and explain why the additional information is needed in order to pay the claim. City will respond to each recommendation from Contractor that all or a part of the claim is denied with one of the following options: 1. City will affirm the recommendation from Contractor, in which case Contractor will promptly notify the claimant of the claim decision, and the claim payment from City will be stopped, withheld or modified accordingly; or 2. City will notify Contractor that it disagrees with the recommendation from Contractor as it applies to the pending claim payment, in which case City will make the claim payment. If City disagrees with the recommendation from Contractor on a claim, Contractor may, at its option, administer such claims as directed by City or transfer responsibility for administration of such claims to City. Similarly, City may, at its option, direct that responsibility for administration of such claims be transferred to City. Page 22 of 27 VIII. CLAIMANT APPEALS PROCEDURES If City has affirmed a denial of all or a part of a claim, Contractor will provide a notice to the claimant of the denial of all or a part of the claim. The notice will include the following notice of the claimant’s right to a review of the claim denial: You have the right to a review of any denial of all or any part of your claim. To obtain a review, you should send a written request for review to us within sixty (60) days after you receive notice of the denial. No special form is required. As a part of your request for a review, you may submit issues and comments in writing and give us more information, documents, and proof of loss in support of your claim. You may review pertinent documents related to your request for review. We will review your claim promptly after receiving your request for review. You will receive written notice of our decision within sixty (60) days after your request for review is received. If a claimant requests a review, Contractor will fully evaluate the request and submit the claim decision for review by Contractor Claim Review Panel. Contractor Claim Review Panel will provide City with a recommended action on the appeal within thirty (30) days after the appeal is received. City retains the sole authority to affirm or reverse the denial of all or a part of the claim, and will review the recommendation from Contractor and notify Contractor, at least ten (10) calendar days prior to the end of the sixty (60) day period for notification to the claimant of the decision on review, of City’s decision on the review. IX. CONTRACTOR CLAIM REVIEW PANEL A. Contractor Claim Review Panel will be composed of three or more members of Contractor staff, including in each case: 1. 2. 3. 4. A qualified actuary. An attorney admitted to the practice of law in the state of Contractor’s physical location. A nurse or other qualified medical professional. A claims analyst. B. Contractor Claim Review Panel will meet at least once a month during the term of this Agreement to review recommendations that all or a part of a claim be denied and to respond to requests for review from claimants who have requested review of claim denials. In the event of a request for a review from a claimant, Contractor Claim Review Panel will include a member of Contractor claims staff other than the claims analyst who handled the initial claim denial. C. The purpose of Contractor Claim Review Panel is to provide a professional financial, legal, and claims review and analysis of the claim in order to make a recommendation to City. City has the final authority to make a decision on a recommendation from Contractor that all or a part of a claim be denied or on the recommendation from Contractor on the response to an appeal. D. City has the right, but not the responsibility, to send a representative to attend each meeting of Contractor Claim Review Panel. Contractor will provide sufficient notice to enable City’s participation in such meetings, either in person or by telephone. Page 23 of 27 X. XI. CLAIM FILES A. All claim files (including, but not limited to, materials provided by City and recommendations prepared by Contractor) will, during the term of this Agreement, be the sole property of City. City grants to Contractor a nonexclusive, nontransferable, fully paid license to use the claim files for the purpose of Contractor’s performance under this Agreement. Such use shall be limited to those employees, members, directors, officers, agents, assigns and successors of Contractor with a business need for access to the claim files in order to fulfill their obligations under this Agreement. B. City and Contractor will each have the right at all reasonable times and for any reasonable purpose to inspect at the office of the other all books, records, and documents directly related to the claims. C. Upon the termination of this Agreement, Contractor will transfer all claim files to City or to the person or firm designated by City, in accordance with a transition and file transfer plan mutually agreed to by City and Contractor. City or the person or firm designated by City must acknowledge receipt of the claim files in writing. THIRD PARTY ADMINISTRATOR LAWS Contractor and City agree that the Agreement between them includes the following standard requirements found in the Third Party Administrator laws and/or regulations of one or more states: A. Retention of Written Agreement. Contractor and City will retain the written Agreement and all amendments to the Agreement as a part of the official records of each for the duration of the Agreement and for not less than seven (7) years thereafter. B. Maintenance of Records and Information. Contractor will maintain and make available to City complete books and records of all transactions performed on behalf of City. Contractor will maintain the books and records in accordance with prudent standards of insurance record keeping and will retain the books and records for not less than seven (7) years after the date of their creation, except as follows: Upon the termination of this Agreement, Contractor may, by written agreement with City, transfer all records to City or to a new administrator, in which case City or the new administrator must acknowledge that it is responsible for retaining the records of the prior administrator for not less than seven (7) years after the date of their creation. Contractor will grant access to the books and records to the commissioner of insurance of Utah State with jurisdiction over City for the purposes of examination, audit, and inspection. C. Approval of Advertising. Contractor will only use advertising pertaining to business underwritten by City if the advertising has first been approved in writing by City. D. Responsibilities of City. City is responsible for determining the benefits, premium rates, underwriting criteria, and claims payment procedures applicable to business underwritten by City. It is the sole responsibility of City to provide for competent administration of its programs. City will, at least semiannually, conduct a review of the operations of Contractor. Page 24 of 27 XII. E. Payments to Administrator. If Contractor receives any premiums or charges for insurance from or on behalf of an insured individual for insurance coverage from City, the payment received by Contractor will be deemed to have been received by City. If City forwards any return of premium or claim payment to Contractor, the return premium or claim payment will not be deemed to have been paid to the insured individual or claimant until the return premium or claim payment is received by the insured individual or claimant. Nothing in this provision limits any right City has against Contractor resulting from the failure of Contractor to make payments to City, insured individuals, or claimants. F. Compensation to the Administrator. The fees payable to Contractor under Exhibit “B”, of this Agreement represents the sole compensation to Contractor under this Agreement. City will not pay any compensation to Contractor which is contingent upon savings affected in the adjustment, settlement, and payment of losses for the claims for which City is liable. G. Disclosure of Charges and Fees. Contractor will not charge any service charges to an insured individual or claimant. Contractor will disclose to City all charges, fees, and commissions received in connection with the services performed for City, including fees or commissions paid by any other insurer or reinsurer, if any. REVIEW AND AUDIT A. City will have the right to conduct a semi-annual review of the claims operations of Contractor performed on its behalf. City will have the right to conduct an annual onsite audit of the claims operations of Contractor performed on its behalf. Any such review or audit will be conducted by City with its own personnel or by a third party mutually acceptable to Contractor and City, and will be at the expense of City. B. Following each review or audit, City will provide Contractor with a copy of the report of the results of the review or audit. City is solely responsible for the competent administration of its programs and for determining the claims payment procedures and rules relating to the review and investigation of the claims. C. City and Contractor acknowledge that the acts of Contractor are considered to be the acts of City, and that the operations and records of Contractor with respect to the claims may be examined by one or more state insurance commissioners as if Contractor were the insurer. Contractor will cooperate fully with any such examination by a state insurance commissioner, in accordance with instructions from City. XIII. CONTRACTOR LOCATION AND HOURS OF OPERATION NOTE: To be completed after award of contract. Contractor maintains their corporate office in ________________. Contractor shall offer all services from this location during the standard operation hours listed below. Contractor shall maintain additional hours in order to meet specific client needs as agreed upon with City. Service Center: _________________________________ _________________________________ _________________________________ Page 25 of 27 Telephone: Fax: Standard Hours: XIV. XV. _________________________________ _________________________________ _________________________________ RESPONSIBILITIES OF CITY City shall perform the following duties and responsibilities with respect to the claims: A. City shall provide a Summary Plan Description to each employee to advise of the identity of Contractor and the relationship between Contractor and City. B. City shall acknowledge receipt of each claim payment recommendation provided by Contractor on the claims. The acknowledgement may be made by e-mail. C. City shall make all claim payments on the claims. D. City will make all claim payments on the claims in accordance with the recommendations received from Contractor unless, prior to making the payment, City notifies Contractor in writing of its determination that it will not follow Contractors recommendation. E. Should City determine that it does not agree with the recommendation of Contractor with respect to any other claim action, City will promptly notify Contractor. Failure to notify Contractor within five (5) business days following receipt of written notice with respect to such claims will be considered acceptance of Contractor recommendation. F. City shall provide all required information to reinsurers and administer all applicable reinsurance accounting and financial reporting requirements. G. City shall provide all required information to reinsurers and administer all applicable reinsurance accounting and financial reporting requirements. H. City shall fulfill any claim related reporting requirements of the states. I. City shall provide system reports and system access or data transfer necessary for Contractor to effectively and efficiently perform its responsibilities under this Agreement. The specific reporting and access or data transfer requirements afforded to Contractor will be mutually agreed to by Contractor and City. DISCLOSURE OF CITY RECORDS Because City shall own the documents generated by Contractor pursuant to this Agreement, Contractor shall not, without written approval by City, disclose publicly said records. Contractor understands that the information obtained in the performance of this Agreement is confidential and may be shared with employees of City or others only on a need to know basis. Page 26 of 27 CONTRACT NO. 16-1-12-5656 EXHIBIT “B” PRICE SCHEDULE EMPLOYEE LONG & SHORT TERM DISABILITY INSURANCE ADMINISTRATION NOTE: Subject to modification based on the proposal received from the selected offeror and negotiations with City. I. GENERAL A. Prices stated include all costs associated with the performance of the services specified, including materials, supervision, labor, insurance, transportation, delivery, fuel or other surcharges, demurrage, and related costs. No other charges shall be allowed. All prices and fees are stated in U.S. dollars. B. City is exempt from sales, use, and federal excise taxes on these products and services. Exemption certificates shall be furnished upon request. C. Prices stated shall be firm for the initial term of this Agreement. Requests for price adjustment thereafter shall follow the requirements specified in Paragraph III, Option Renewal Period Price Adjustment. Any stated discount percentages shall be firm for the full term of this Agreement, including any renewal terms. II. FEES NOTE: To be completed after award of contract. III. OPTION RENEWAL PERIOD PRICE ADJUSTMENT Prices stated are firm for the initial term of this Agreement. If this Agreement is extended for additional periods, price adjustments may be made; however, any request for a price adjustment shall be made before the beginning date of the contract renewal period. Contractor may calculate and make a written request to City that the prices for the next renewal year be increased by the lesser of three percent (3%) or the percentage increase, if any, in the latest published Consumer Price Index, All Urban Consumers (CPI-U), “US City Average” published by the Bureau of Labor Statistics of the US Federal Government for the most recent twelve (12) month period, and City shall respond to such request. If publication of said CPI index should cease, such percentage increase shall be determined by reference to a similar index, or as agreed upon by the parties. IV. INVOICING AND PAYMENT City shall pay Contractor for all products and services provided by Contractor pursuant to this Agreement. Contractor shall submit a written invoice, in duplicate, for services rendered and City shall pay the invoiced fee within thirty (30) days after receipt of the invoice by City. Invoices shall be submitted to: Salt Lake City Corporation Department of Human Resources Attn.: Employee Benefits Administrator P.O. Box 145464 Salt Lake City, UT 84114-5464 Page 27 of 27