Amendment No. 2-Brown and Brown Contract-Adding Retiree Scope 8.3.2023-Signed

C21-0988-3

AMENDMENT NO. 2
EMPLOYEE BENEFITS CONSULTING SERVICES
(City of Glendale, Contract No. C21-0988)

This Amendment No. 2 (“Amendment”) to the Employee Benefits Consulting Services
(“Agreement”) is made this day of 2023, (“Effective Date”), by and between the
City of Glendale, an Arizona municipal corporation (“City”) and Brown & Brown Insurance Inc, a
Florida corporation (""Assignor") and Brown & Brown Insurance of Arizona, Inc. ("Assignee")
collectively referred to herein as the “Parties.” , authorized to do business in Arizona (“Contractor”).

RECITALS

A. City and Hays Companies (“Contractor”) previously entered into a Linking Agreement using
the City of Peoria Contract P20-0024 with Hays Companies, Contract No. C21-0988, dated

October 25, 2021 (“Agreement”); and

B. On July 1, 2022, Hays Companies ('‘Assignor') transfereed to Brown & Brown Insurance
("Assignee") all of Assignor's tights and obligations under the Agreement, as amended, and
Assignee assumed all Assignor's rights and obligations; and

(ce) On July 1, 2023, the City renewed the term from July 1, 2023 through June 30, 2024; and
D. Assignor now wishes to assign and transfer to Assignee all of Assignor’s rights and obligations

under the Agreement, as amended, and Assignee desires to assume all of Assignor’s rights and
obligations as provided in this Assignment, as of the Effective Date; and

E. City desires to retain the services of Contractor to perform a comprehensive analysis of the
potential cost and options if the City of Glendale were to introduce retitee medical coverage;
and

F, City wishes to increase the not to exceed amount from Seventy Thousand Dollats ($70,000) to

One Hundred Thirty Thousand ($130,000) for FY24 to cover the cost of the additional
service. The total purchase price for this contract would remain unchanged; and

G. City and Contractor wish to modify and amend the Agreement subject to and strictly in
accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree

as follows:

1. Recitals. The recitals set forth above are not merely recitals, but form an integral part of this
Amendment.

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Term. The term of the Agteement is unchanged and shall expire on June 30, 2024, with the
option to renew for one (1) additional one (1) year term until the Cooperative Purchasing
Agreement expites on June 30, 2025.

Scope of Work.

A. Contractor shall provide City with Employee Benefit Consulting Services as outlined in
the Linking Agreement between the City of Glendale, Arizona and Hays Companies dba

Brown & Brown Insurance.

B. Contractor agrees to comply with all the terms, conditions, and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions, and specifications are specifically
incorporated into and are an enforceable part of this Agreement.

C. Contrator shall provide City with a comprehensive analysis of potential options for Retiree
Medical and Prescription coverage(s) as outlined in Schedule A - Consultant Services.

Compensation.

A. City shall pay contractor compensation at the same rate and on the same schedule as
provided on the Linking Agreement between the City of Glendale, Arizona and Hays
Companies dba Brown & Brown Insurance.

B. City shall pay contractor an additional Fifty Thousand Dollars ($50,000) for the additional
scope of work outlined in Schedule A - Consultant Services and Schedule B - Compensation.

Insurance Certificate. A certificate of insurance applying to this Agreement must be
provided to the City prior to the Effective Date of this Amendment.

Non-disctimination. Contractor must not discriminate against any employee or applicant
for employment on the basis of race, color, religion, sex, national origin, age, marital status,
sexual orientation, gender identity ot expression, genetic characteristics, familial status, U.S.
military veteran status or any disability. Contractor will require any Sub-contractor to be bound
to the same requirements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services ftom Israel, as that term is defined

in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not
currently, and during the term of this Agreement, will not use:

(a) the forced labor of ethnic Uyghurs in the People’s Republic of China;

(b) any goods or setvices produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

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10.

11.

(©) any contractors, subcontractors ot suppliers that use the forced labor or any goods or
setvices produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City
annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of
compliance certificate signed by an officer of Contractor with oversight responsibility.

Exceptions. City and Contractor agrees that City and its representatives may only be allowed
as additional insureds on General Liability Insurance on behalf of Contractor. Contractor is
not obligated to maintain Automobile Insurance for the duration of the Agreement.

Ratification of Agreement. City and Contractor hereby agree that except as expressly
prtovided herein, the provisions of the Agreement shall be, and remain in full force and effect
and that if any provision of this Amendment conflicts with the Agreement, then the provisions
of this Amendment shall prevail.

[Signatures on the following page.]

05/10/2023

ATTEST:

CITY OF GLENDALE, an Atizona
municipal corporation

Kevin R. Phelps, City Manager

Julie K. Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

Brown & Brown Insurance of Arizona,
Inc., an Arizona corporation

whe —

y) Charles W Kreucek a
Its: Sv

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SCHEDULE A
CONSULTANT SERVICES

Subject to the terms of this Consultant Services Agreement, Consultant shall provide the Services listed below, but
only in relation to the following Lines of Insurance: (a) Medical/Rx (Retiree)

We will provide a comprehensive analysis of potential options for the City of Glendale to introduce retiree medical
coverage.

Our analysis will include the following:

Proposed program designs based on peer municipalities and market best practices, including:
o — Eligibility requirements
o Plan offerings
o Retiree medical program policies
e Financial projections for each proposed option, including:
o Estimated plan participants
o Expected annual working rates/premium equivalents
o Proposed retiree contributions (as appropriate)
e Actuarial valuation in accordance with GASB 75
Our report will detail the methods, assumptions, census data, and plan provisions that were used to
generate the OPEB obligations, the OPEB Expense, and the pay-as-you-go (cash) cost
25-year projection of employer cash costs and OPEB income statement and balance sheet items

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SCHEDULE B
COMPENSATION

Consultant Services Fee:

In consideration of the Services, Company shall compensate Consultant in the amount of FIFTY THOUSAND
DOLLARS AND 00/100 ($50,000.00) (the “Consultant Services Fee”). The Consultant Services Fee shall be fully
earned and paid in equal monthly installments. The first installment shall be due upon the Company's execution and
delivery of this Agreement.

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