12-12 - R TOWN OF PROSPER, TEXAS RESOLUTION NO. 12-12
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS,
HEREBY AWARDING A CONTRACT TO IPS ADVISORS, INC., FOR EMPLOYEE
HEALTH AND BENEFIT CONSULTING SERVICES, AND AUTHORIZING THE TOWN
MANAGER TO EXECUTE THE SAME.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF PROSPER, TEXAS:
SECTION 1: The Town of Prosper, Texas, hereby awards the benefit consulting
contract to IPS Advisors, Inc., for Employee Health and Benefit Consulting for the
employees of the Town of Prosper, Texas.
SECTION 2: The Town Manager of the Town of Prosper, Texas, is hereby
authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas, a
contract with IPS Advisors, Inc., as hereto attached.
SECTION 3: This Resolution shall take effect upon passage.
RESOLVED THIS THE 13th day of March, 2012 by vote of
Ray Smith, Mayor
ATTEST TO:
Amy Piukana, TRMC
Town Secretary
Agreement Between
Town of Prosper and IPS Advisors
For
Benefits Consulting Services
THIS AGREEMENT, entered into the 1 st day of April, 2012, by and between Town of Prosper, Texas
{herein called 'Company'} and IPS Advisors (herein called `IPS') to provide health and welfare
consulting services for the Employee Benefits Program of the Company.
WITNESSETH:
WHEREAS, the Company is in need of assistance in the evaluation of the employee health and
welfare benefits; and
WHEREAS, IPS has the unique expertise and experience necessary to provide the services; and
WHEREAS, the Company desires to contract with IPS to provide actuarial, health and welfare
consulting services for the Employee Benefits program;
NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the
sufficiency and receipt of which are hereby acknowledged,the parties agree as follows:
I. INDEPENDENT CONTRACTOR RELATIONSHIP — IPS is an independent contractor and
not an employee or servant of the Company. Nothing in this Agreement is intended to or shall be
construed in any manner as creating or establishing the relationship of employer/employee
between the parties. IPS shall at all times remain an independent contractor with respect to the
service to be performed under this Agreement. Company shall be exempt from payment of
unemployment compensation, FICA, retirement, life and/or medical insurance and workers'
compensation insurance, as IPS is an independent contractor.
II. SCOPE OF SERVICES — IPS shall provide professional services, in compliance with all
applicable federal, state and local laws and regulations relating to the services outlined under
"Exhibit A".
III. COMPENSATION — Company agrees to pay IPS a fixed annual fee of$19,000 for the term of
this agreement. In addition, company agrees to reimburse IPS allowable expenses not to exceed
$750 for the term of this Agreement. Fees included in Exhibit A and Cost for Services Outside of
Scope will be guaranteed until March 31, 2015. Fees will be billed quarterly and are due and
payable within 30 days of invoice date. Additionally, IPS is willing to put 15% of its annual fees
at risk based on a mutually (Town and IPS) agreed upon set of performance-based criteria.
Results will be measured annually for the initial term of this contract.
IV. TIME OF PERFORMANCE -The term of this Agreement is from April 1, 2012 through March
31, 2013. This term constitutes the first year of the 3-year agreement initially executed April 1,
2012. Either party may terminate this Agreement at any time upon giving sixty (60) days written
notice of its intention to do so.
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V. EMPLOYEES — IPS employees, if any, who perform services for the Company under this
Agreement shall also be bound by the provisions of this Agreement.
VI. ASSIGNMENT — This Agreement may not be assigned without the prior written consent of the
Company.
VII. NOTICES — Communication and details concerning this Agreement shall be directed to the
following contract representatives:
Town of Prosper: IPS Advisors:
Karen Gill Jay Huminsky
Administrative Assistant to the Town Manager Producer
121 W Broadway Street 8080 N. Central Expwy., Suite 1500
Prosper, TX 75078 Dallas, TX 75206-3785
VIII. GENERAL COMPLIANCE - IPS agrees to comply with all applicable federal, state, and local
laws and regulations relating to the services provided under this Agreement.
IX. INDEPENDENT CONTRACTOR - Nothing in this Agreement is intended, to or shall be
construed in any manner, as creating or establishing the relationship of employer/employee
between the parties. IPS shall at all times remain an independent contractor with respect to the
services to be performed under this Agreement. Company shall be exempt from payment of and
Unemployment Compensation, FICA, retirement, life and/or medical insurance, and Workers'
Compensation Insurance, as IPS is an independent contractor.
X. HOLD HARMLESS-IPS shall hold harmless, defend and indemnify the Company from any and
all claims, actions, suits, charges and judgments whatsoever that arise out of IPS' performance or
non-performance of the services or subject matter called for in this Agreement.
XI. WAIVER OF CONTRACTUAL RIGHT — The failure of either party to enforce any provision
of this agreement shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of this agreement.
XII. CONSTRUCTION AND VENUE - This Agreement shall be governed by and construed in
accordance with the laws of the state of Texas. The parties hereto hereby irrevocably consent to
the exclusive jurisdiction and venue of the courts of the state of Texas, county of Collin, for the
purposes of all legal proceedings arising out of or relating to this Agreement or the actions that are
contemplated hereby.
XIII. ENTIRE AGREEMENT — This agreement contains the entire agreement of the parties, with
respect to the subject matter herein, and there are not other agreements whether oral or written.
This agreement supersedes any prior written or oral agreements between the parties.
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XIV. AMENDMENTS - Company or IPS may amend this Agreement, at any time, provided that such
amendments make specific reference to the Agreement, and are executed in writing, signed by a
duly authorized representative of both organizations and approved by the Company's governing
body, if necessary.
XV. SEVERABILITY - If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
XVI. APPLICABLE LAW—This Agreement shall be governed by the laws of the State of Texas; and
` venue for any action shall be in Collin County, Texas.
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IN•VV4SS WHEREOF,the parties have executed this Agreement as of the date first written above.
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Print Print
Title J Title
Date / Dat/Q/
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`EXHIBIT A'
SCOPE OF SERVICES
SUMMARY OF HEALTH AND WELFARE CONSULTING SERVICES I COST
I. Proposed Services 1 $19,000
O Assistance in preparing overall employee insurance fund budget and any projections or forecasts, including cost
savings.
O Review of utilization data to provide input on trends and to make recommendations for plan improvements.
J Benchmark the Town's health and welfare programs within similar industry,size and geographic location.
O Conduct Compliance Audit of Town's policies and procedures(COBRA,HIPAA, USERRA, ETC.)
J Prepare and administer an employee benefits survey.
O Bid Town health insurance program and employee benefits on an"as needed"basis. Review proposals and
prepare an analysis of each proposal with recommendations. Brief staff on the proposal analysis and attend
Town Council meeting to brief Town Council members concerning recommendations.
O Assist in negotiating pricing with administrative vendors and insurance carriers on renewals and service
modification requests.
O Assist in implementation and ongoing monitoring of Health and Wellness Program.
O Periodic assistance with benefits problems pertaining to the contracted insurance vendors.
O Provide annual review of summary plan documents and recommend benefits changes to help contain cost.
II. Implementation Services Included
O IPS will assist with negotiations and finalize group applications and contractual arrangements
with selected insurance providers, including,but not limited to participation agreements,plan benefits and
related benefits summaries, insurance booklets and/or certificates, premium and copay rates, etc.
O IPS will assist, if requested by Town of Prosper,with employee enrollments sessions.
III. Recurring Services Included
O IPS will be available to meet with and provide reports to various Town representatives.
O IPS will perform quarterly reviews of the health plan performance(as applicable)
O IPS will assist the Town in periodically reviewing, benchmarking and analyzing alternative approaches to its
overall benefits program, including cafeteria plans, flexible spending accounts, fully insured plans, cooperativc-
arrangements with other public entities,and others.
O IPS will respond to and keep the Town abreast of inquiries from insurance companies and other parties
who might be prospective provider organizations for the Town and who should be placed on Town's RFP vendor
mailing List
O IPS will assist, if requested by the Town of Prosper and as needed, with the transition between insurance
providers when such a change occurs
O IPS will assist, if requested by Town of Prosper,with resolving billing problems, employee and retiree benefits
questions and issues, and other insurance-related problems and questions
O IPS will keep the Town informed of changes in laws and legislation, as it pertains the to Employee
Benefit Program,and advise of any necessary or appropriate action.
O IPS will participate in marketing and educational programs
O IPS will assist in implementation of a Single Non-Profit Trust for premium tax purposes
O IPS will provide MyBenefitsView,a benefits communication website to the Town's employees
O IPS will assist in coordination of Annual Health Fair
TOTAL FOR ALL HEALTH AND WELFARE CONSULTING SERVICES $19,000
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COST FOR SERVICES OUTSIDE OF SCOPE,
Benefit Connector $2.00 PEPM
On-Line Enrollment
Total Compensation Statements
Employee and Employer Portal
Confirmation Statements
Cobra Administration
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