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Cottingham & Butler Compensation Agreement August 2018 Copyrighted August 6, 2018 City of Dubuque Consent Items # 25. ITEM TITLE: Cottingham & Butler Compensation Agreement SUMMARY: City Manager recommending approval of the Compensation Agreementfrom Cottingham & Butlerfor performing a market check on the City's pharmacy benefit management services completed in December 2017. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type Cottingham& Butler Compensation Agreement-NNM City Manager Memo Memo Staff Memo Staff Memo Agreement Supporting Documentation Insurance Schedule J Supporting Documentation THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Cottingham & Butler Compensation Agreement DATE: July 30, 2018 Personnel Manager Randy Peck recommends City Council approval of the Compensation Agreement from Cottingham & Butler for performing a market check on the City's pharmacy benefit management services. The project was completed in December of 2017 for a fee of$10,000. I concur with the recommendation and respectfully request Mayor and City Council approval. �� Mic ael C. Van Milligen �� MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Randy Peck, Personnel Manager �� ' �� ___ , __. �� __ ___. __ _ ��:�.,��,� � � �� . . � , ��r•�� '�� =�c�� TO: Michael C. Van Milligen, City Manager . FROM: Randy Peck, Personnel Manager SUBJECT: Cottingham & Butler Compensation Agreement DATE: July 23, 2018 On July 20, 2018, I received the Compensation Agreement from Cottingham & Butler for performing a market check of the City's pharmacy benefit management services. The project was completed in December of 2017. The fee for their services is $10,000. Senior Counsel Barry Lindahl has reviewed the agreement and finds the terms acceptable. I request that the City Council approve a motion authorizing you to sign the agreement. RP:alk - C ' - Cottingham &Butler Cottingham & Butler Cormpensation Agreement This Agreement made as of the 1st day of August, 2017 ("Effective Date") between City of Dubuque, with and an address of 50 W 13th St, Dubuque, IA 52001-4845 ("Client") and COTTINGHAM & BUTLER INSURANCE SERVICES, INC,, an lowa corporation with an address of 800 Main Street, Dubuque, IA 52001 ("Cottingham & Butler") (each individually a "party" and collectively"parties") At Client's request, Cottingham & Butler has agreed to provide certain consulting and advisory services with respect to Client's benefit program(s) on the terms and conditions set forth in this Agreement. THEREFORE, Client and Cottingham & Butler agree as follows: 1. Term of Agreement. This Agreement shall commence on the Effective Date and shall remain in full force and effect until project completion by November 30, 2017. In the event of nonpayment by Client, Cottingham & Butler may suspend further services to Client for a period of not less than fifteen (15) days. If the outstanding invoice(s) are not paid within such time period, Cottingham & Butler may terminate this Agreement effective � immediately. 2. Cottingham & Butler Duties. Cottingham & Butler will consult with and advise Client regarding the following matters ("Services"): a. Onsite meeting to define project goals, both qualitative and quantitative; that will by I<ey criteria during PBM selection process b. Management of data request & collection process (remitting of data will be done by the City of Dubuque to C&B via FTP site) c. Detailed review of historical financial performance and contract terms of incumbent PBM, including any proposed pricing d. Solicitation for bids and data submission variant of marl<et leading PBMs and pharmacy coalitions e. Quantitative evaluation of all bids' financial impact to City of Dubuque, while also qualitatively reviewing for overall comprehensive approach, capabilities and programs, including clinical, drug utilization, implementation service model, specialty, technology and member engagement f. Comprehensive onsite presentation at close of analysis with City of Dubuque, recommending best options available to City of Dubuque. Presentation will not only include financial impacts of contract improvements, but also alternative plan/clinical levers available in new program. C = Cottingham � Butler 3. Changes. Client may;with the prior written approval of Cottingham & Butler, which shall be � given or withheld in its sole and absolute discretion, issue written directions for additional, ' ancillary, or modified Services within the general scope of Services. Any fees related to such additional, ancillary, or modified Services shall be set forth in writing. ' 4. Disclosure. C&B may enter into agreements with some insurance carriers through which it ,: is compensated for services provided on behalf of the carriers. This compensation is based on several factors such as overall volume,growth, and in some cases profitability of fihe aggregate premium placed with such carriers. C&B subsidiaries may also receive compensation for services such as utilization review, case management and claims handling performed directly for the insurance carriers. ' C&B's objective in recommending insurance carriers and coverages is to provide you, our client,with options for your consideration and selection.We will provide you with additional information, upon request, regarding payment C&B receives, in addition to the fee payment referred to herein,that relates to your account. 5. Client Duties. Client agrees to cooperate fully with Cottingham & Butler on all matters pertaining to insurance including providing Cottingharn & Butler with accurate data concerning its current health insurance programs, past insurance history and all other information requested by Cottingham & Butler. Moreover, Client agrees to: a. Pay Cottingham & Butler the fees outlined in Paragraph 6 of this Agreement, which fees may be revised at the time of renewal of this Agreement by the execution of an amendment to this Agreement signed by the parties. b. Provide the information requested by Cottingham & Butler in as timely a manner as . necessary for the performance of the Services listed in Paragraph 2 above. 6. Service Fee. Client shall pay to Cottingham & Butler all invoiced amounts for Services rendered by Cottingham & Butler in accordance with this Agreement. Fees An Invoice for Services will be submitted in the amount of$10,000 by Cottingham & Butler for payment by Client. Payment is due upon receipt and is past due thirty(30) business days from receipt of invoice. If Client has any valid reason for disputing any portion of the invoice, Client will notify Cottingham & Butler within thirty(30) calendar days of receipt of invoice from Cottingham & Butler. If no such notification is given,the worl<a�nd fees evidenced by the invoice shall be deemed accepted by Client. If a portion of an invoice is C ' - Cottingham &Butler disputed, any portion of Cottingham & Butler's invoice and any future invoices not in dispute shall be paid in accordance with the procedures set forth herein. Failure to pay may resuit in suspension of services and possible contract termination in accordance with section (1) of this Agreement. Cottingham & Butler's fees under this Agreement shall be fully earned on the execution of this Agreement (and any renewal thereof), and payable on invoicing as outlined above. 7. Limitation of Liability and Indemnification. Cottingham and Butler agrees to defend, indemnify and hold harmless Client, its officers and employees, from and against any and all claims arising out of the negligence of Cottingham and Butler in the performance of this Agreement. The Client agrees to defend, indemnify, and hold harmless Cottingham & Butler and its employees, agents, directors, officers, affiliates and subsidiaries from any and all loss, damage, liability, judgments, claims and expenses, including reasonable attorney fees, arising out of or related to: a. The Client's performance, or lacl< thereof, of its duties and obligations under its insurance programs or this Agreement; and b. Actions tal<en by Cottingham & Butler at the direction of the Client. Cottingham & Butler shall have the right to control the defense and any settlement of a claim or suit. In no event shall Cottingham & Butler be liable to Client for indirect, special, incidental, or consequential damages, even if Client and Cottingham & Butler have been advised of the possibility of such damages. No action, regardless of form, arising out of the services under this Agreement may be brought by either party more than three years after the act, event or service that is the subject of such action, or one year after the discovery of such act, error or omission, whichever occurs last. 8. Confidentiality. The recipient of any Confidential Information will not disclose that Confidential Information, except to affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfill obligations under this Agreement and that they will I<eep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the disclosing party reasonable notice and the opportunity to seel< confidential treatment, a protective order or similar remedies or relief prior to disclosure. Confidential Information shall not include information that: (1) the receiving party I<new before it was C ' - Cottingham &Butle� disclosed by the disclosing party; (2) becomes public I<nowledge through no fault of the receiving party; (3) the receiving party obtains from sources other than disclosing party who ', owe no duty or confidentiality to the disclosing party; or (4) the receiving party , independently develops. Separate HIPAA agreements may be required. The term ,, "Confidential Information" means all business or technical information of the disclosing I party, whether it is received, accessed or viewed by the receiving party in writing, visually, �I electronically or orally. Confidential Information shall inciude, without limifiation, technical , information, marl<eting and business plans, dafiabases, specifications, formulations, tooling, , prototypes, sl<etches, models, drawings, specifications, procurement requirements, , samples, computer software (source and object codes), forecasts, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, I<now- ' how and trade secrets. "Confidential Information" also includes all such business or ' technical information of any third party that is in the possession of the disclosing party. ' 9. Insurance. Cottingham & Butler agrees to provide insurance as described in the attached Insurance Schedule at all times during the performance of this Agreement. ' 10. Relationship of the Parties. Cottingham & Qutler shall perform all Services as an independent contractor, and nothing contained herein shall be deemed to create any association, partnership,joint venture, or relationship of employer and employee between the parties herein or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. 10. Intellectual Property. Cottingham & Butler shall retain all copyright, patent, trade secret and other intellectual property rights Cottingham & Butler may have in anything created or developed by Cottingham & Butler for Client under this Agreement ("Worl< Product"). Cottingham & Butler shall grant Client a nonexclusive worldwide license to use ihe Worl< Product during the term or any renewals of this Agreement. 11. Integration. This Agreement sets forth all the terms, conditions, and agreement of the parties, and supersedes former agreements relating to the same subject matter. There are no other terms, conditions, or agreement except as herein provided and no amendment or modification of this Agreement shall be effective unless reduced to writing and executed by ' the parties. I 12. Waiver. Failure by either party at any time to enforce any obligation of the other party, to �, claim a breach of any term of this Agreement, or to exercise any power agreed hereunder �� will not be construed as a waiver of any right, power or obligation under this Agreement ', 13. Jurisdiction/Venue. The law of lowa will be controlling in all matters relating to the interpretation and validity of this Agreement. The parties agree that the lowa District Court ' in and for Dubuque County, lowa shall be the sole and proper venue for any claims or suits brought by either party relating to this Agreement. � . Cottingham & Butler 14. Severability. If any provision of this Agreement is found to be invalid, illegal, null, or void by a court of competent jurisdiction, the Agreement shall be interpreted as if such provision(s) were deleted and the remaining provisions of the Agreement shall remain in full force and effect. 15. Authority. The undersigned parties represent and warrant that they have authority to execute this Agreement, all necessary corporate actions have been taken to authorize its signing, and it is binding upon Client and Cottingham & Butler, respectively. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. City of Dubuque Cottingham & Butler, Inc. By: By: Compan "Officer Company Officer Michael C. Van Milligen Title: City Manager Title: Ci�y of 17ubuque Insuranae}�pquiraments far}�rofesslanal Sorvicps ��J�u��l,��r� ��r��.� � Cottin�han�aiZd B�tkler Insur�nc ervices,Lic. 1, __ s�al��urnish a slc�ned c�rtlfic�te af Insur�nae fo the City oF Clubuque, Idw�far the cavera�e requirecl in �xi�iblt I prior to cQmm�nclnc�warl<and at the end af t17� pra�oct IF the � form of work!s lon�or tl7�n �3Q clays, Gontractors prpsantlnc�annual oertlflcates sF�all pr�sertt a aartlfia�ke �t thp ancl n�o�ch projeot with the firial hilling, �aah certlficata shall be prepqrod on ' lhe mast current ACt�R� Earm �pprnvad by the lowa Department oF Insuraricn or an equivalenf �pprovQd by kho f-inanoa Director, �ach c�rtlfic�te sh�ll Incfucla a skatemant undor�c�s�rlptlon �P Qper�tions as tn why the certlficafe was issuad, �g: ProJe�t# �or Prajaaf �,nc�rion at �,w,�,�,.._._,or constructlnn af � , �, All polloios nf Ins��ranae required h�reuncler sh�ll bo wlth an Insurer authorizod ta da buslnpss in 1o�Na and all Insurars sh�ll h�ve�r�ting oF A or�atter In the current A,M. �ast's l��ting Guide, 3, ��oh oerfific�te shall be furnisheCl ta tho persox�rzel pep�rtmonh af the Cify af�ubuquo, 4, f�Ilura to pro�iclo caverac�e raqulred by Ehis Insur�tnca Schodul�shall nof be cleomecl �w�lver af �hase raquirem�nCs by the Clty af Dubuqu�, ��il�rre to obtaln ar mafntaln tho requlrod inaurance shalf be aansidorecl a material f�ra�tch af tl�is�graement, 5. Conlraators shall require afl subcansulhanfs and sub�subconsult7nts to obt�in c�ne! m�int�ln durinc� thc�perfarm7noe nf work Ins�n�ance for tha oavqr�g�s clesaribed.In this Insurance Schadufe anci i sh�ll abtaln oertiflc�tes of Insurnnces (rorr4 all s��oh subcc�nsulk�lnts and sub,subcorlsultanrs, Contr�ctor� �c�rPe that the�y shall ba liaf�le far tho�allure of�subcor�sultanC�nd sub�� subcansuit�nt to obtain ancl maintaln s�ich coverages,Tiia Clty may request c�anpy of such certiflc�tes frarn the Confr�ctar. �, All rac{uired endprserr�ents sh�ll bo att�ched to cartiflc�ke a�Insurance, ; � i 7, Whenovdr� s�acifla,l�n farm Is Iistocl, rec�ulrecl tf7o currvnt odifion oi ll7e form musr b�us�cl, o�� nn aqulv�lent fnrm m�y ba substit�itad if approvocl by fhe Finanee Direcfor ancl subJ�cf ta th� � oontraatar ldenkifyln��nc!Ileting(n writlnc�all dev(�tlons �ncl excl�jslons Pram tha 15Q form, i �, Contr�ctars sl7�ll be requ4�acf 1a aarry the minimum cavar�go/lir�fts, ar c�reater If roquiroc! by Iraw ! or off�ar fegal�greemenE, In �xhll�it L IP the cor�fractar's limits aF Il�biilty ara higher fh�n hh� � requli�ed minlmum Iimits then tho pr�ovlclor•'s Ifmlks shall ba this ac�raemai�t's roqulrocl Iimlt�. � I ��e �I oFa � �checlula J I�raF�saion�l Services hlo��mber 20'17 � Cif bf I�ubu ue Insurance I�ec utrem�nts Par Pro s I S � y q � fv s an7f eralces , � INSUC��1�N�� S��H�pUL� J (contin��d) ; j Exhibit I ' i i �) COMMERGIAI, G�N�EtAI,I.I,ABILITY I � � Gener�(Aff�re��te Limit . $2,40Q,Uq0 � f Produots,Carriplotod Operatians AgeJrec��te L.imit $1p0�,QQ0 � ; F'ersonal�tncf Advertlsinc�InJury Limlt $1,Q00,000 , � Fach QaaurrenaQ $•I,OOO,o00 � . Fiwa Dama�e L.Imit(any orre occurrel�ae) $GO,oao � M�dla��l Payments , �5,p00 � �) Cavar�g� shall be written an an acourrenae, not clalms n7acle,forrrt, Tlie'�eneral � Ilablilty coverage shall be writttin In �acorci with ISt�form CGQQ01 ar busfness � owners fdrm B�00o2, All cievi�tioi�a fram the st�ncfnrci ISa commeral�l genor�l i Ii�bliff�form CG 0009, or b�isinass awnars form aP OflO�, shall be oln�riy ; fdenffPiod, 2) Inolucl�1�0 oncfnrsoment farm C� 25 04"boslc�natad l.aaatlan(s)�en�rnl $ (lggrec�ate I..imlt"oe C:G 2�p3"Ddsfgr��lpd Canstr��otion I�rnJoct(s)04ner�l �1c�c�re��ta Limlt"�s approprlato. ; 3} Inalucfe endorsament Inclinaflnc�tf7�P cover�c�e is prim�ry and nan�contrik�utory, � �) Inol«clo Preanrv�tian af�avnrnment�l fmm�mllles Gndor�ement. (Sample attached), � ! � 5) Includ�acEcJltlonal insured endorsement far. , T(7e City oF p�ibuque, inciudinc�all Its olaatad anc{�p��a(nted offlcials, all its ; employees �nd volunteers, afl its bo�rcfs, cammissinns andlae�uthoritles and ! Cheir baard memb�rs, ernployees and voluntoars, Use k8a form CG �q26, � 6) Polloy shall includa W�Iver oF f�ic�ht ta Recover fram Clkhera endarsemertk, I � 8) AUT0�I��IL� LlA�IL('I'Y � j ' i Cambinec! Sinc�le Limit $1,ppp,q0p � C) W�hK�l�S" COMC��N5�TIQN & �MPI,qY�R� LIAE3ILITY � SEatulory bonoPits coverinc� �II empfoyeas InJured an the)oh by�caiclent or cllso7se as I prescribed I�y low� Codo Chnptnr 65 7s amenclad, ; Cc�vor7 �/1 SC�kutor —�St�rto of io��va � �- Y i Cavtir�ge B �mpioyors Li�bility 4 L�ch Accldont $10q,00Q � �aah �mployoo�LJiso7so �900,000 �'allcy Llmlt�t7isoase ;6500,000 � , palicy�hall includo�tV�lver of hlght to Recovar fro��n Qthnrs andorsam�nt. I i Nonalac;Cion of Workers' Cnmpensatinn or �m�aloyars' L,I7blliry Covora�e ttncl�r law� ; Gade sec. d7,22 � ____yes ___,forrn aft�chad i � F��c�e �aP�l� Schedul�J Pr��f�sslon�l 5ervicas Novornaor 20�7 Gifiy af Dubuque 1nsG�rance Raqufrements for profasslan�I Servicos , ��.�Q�� .�'.y��'{��U�.� � �G011�111U8C�} C1) UMdR�LLAI�XC�'SS (�fA�IL,ITY $1�000�000 Umbrella/excess Ila�lllty cover�c�e must bo �t least fo�lowing farm with tf7e unc(erlying policfos Includod f�erein, �) ��a��ssf��aA[. �,IA�I�.iTY ��,oao,ao0 Provlda evicJenca of covorac�e f4r�y��rs�fter corr�pletfor�af praJect, F� CYB�R I..IA�I�.ITY �1,Q�0,004 ' �. yos ,�,na �Coveragc��ar f irst�nd'Thlyd Party liabllity incl��cllnc�but nah Ilmiked ta lasf cl�fa and restoratlan, lass of(ncame and aybor branoh af InFarm�fion. i i i � � r I ' i � � � i f � � ' . � f . � � i �'�J� ��F�4 Scl�ecl�,ile J Prof�sslon�I Servlcc�s {�lovamber 2017 City oF Dubuque Insur�nao Raquiraments for Pr4fesslanal Servlcea , � . �r��s��v,��rior� a� �Qv�r��n��r�� nn��r��-r�� oo��r�� . � , , �. Nonwa(ver aF�avernmen��! Imr��nlfv. T'he insurer axprossly�groos and states th�t the�5urchase ! nf this pol�cy and fhe Incfuclinc�of the City of Duhuque, lowa�s an,�cidit(onal Insui'6CI(��BS I�Of W�IVq cltly o�the cl�Penses of c�avarnment�i Immunity�vall�blo to fhe City af D�.ibuc�ua, lowa under Coc(a of fowa Seoti�n 670.� �s It Is n�w exisfs ancl as It may be��r�endod €rnrn tln7e to tima. 2. Clal�s Cover�cte. The Instirar further ac�rees thaf this policy of insuranca shall caver only khose ' • cl�lrns not subJact to the daPanse of government�l Irr�rr�ur�lty undar tha Code af low�Section fi70,4 as ik � now�xists ar7c1 as It may ba amended frorn tl�r�e to tlme.Thase clalrns nat subJeck to Code af IQvva � Sc�cilon 67q,�sh711 be aovered by tho tarms and oondltlons pP this lnsuranae policy, i 3, � Ass�rtfon of�avernrne,r�f,Immunitv,The City af I�ufauc��e, lawa shall be respansibfn for�ssertinc� any dafans4 nf c�ovornmon��l imm�inity, and mny do sa at�ny tirno�nd shall cla sa�ipan the� tirn�ly written rec�uesk of tf7e Insurar, �F, Nori-D�nlal of Cover�c�e�Tlia lnauror shal!nat dony c�vorac��ur�cfnr thls pol3�y and khe lr7�urer I shall nat�leny any of khe rights �nd benofits accruli7�to the Clfy af pula�iq�e, low� u�it�er this palicy far re�sans oF c�ovarnmont�l Immunity unless and untfi�caurt af carnpotant3uriscllchlon h�s rulecl in f�vor oF tho clef�nse(s)oP r��vernmontal lmmunity�ssnrtnd hy fho Clty af Dubuqua, law�. N�OFh�r Ci�anno in Policv,.7'h�abave pr�servnflan oP�ovarnmontal irnm�initiss shall not otYi�rwlse chan�e ar�Itor tho aQvprac�e av�ifable uncler fhie pnElcy. �I��P�ARTI4IGNT MANAGER: FILt,fN �1L.�. �3�.ANKS AND C1-I�CK BC}X�S) P�c�p 4 of�4 Schadula J f'roPossioi��l Sarvices Navembor 2017