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R06-120 II 1 2 RESOLUTION NO. R06- f~O 3 4 5 A RESOLUTION OF THE CITY COMMISSION OF 6 BOYNTON BEACH, FLORIDA, APPROVING THE 7 AGREEMENT BETWEEN THE CITY OF BOYNTON 8 BEACH AND BOYNTON CULTURAL CENTRE, INC.; 9 AND PROVIDING AN EFFECTIVE DATE. 10 11 12 WHEREAS, the City Commission of the City of Boynton Beach deems it in 13 the best interest, health, safety and welfare of the citizens and residents of Boynton Beach to 14 enter into an Agreement with the Boynton Cultural Centre, Inc. 15 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 16 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 17 Section 1. Each Whereas clause set forth above IS true and correct and 18 incorporated herein by this reference. 19 Section 2. The City Commission of the City of Boynton Beach, Florida hereby 20 approves and authorizes the City Manager and City Clerk to execute the Agreement between 21 the City of Boynton Beach and the Boynton Cultural Centre, Inc. for utilization of the City's 22 health and other insurance providers for the benefit of the Cultural Centre's employees. A 23 copy of said Agreement is attached hereto as Exhibit "A". 24 Section 3. That this Resolution shall become effective immediately upon passage. 25 PASSED AND ADOPTED this ~ day of July, 2006. 26 27 28 II II ATTEST: CITY OF BOYNTON BEACH, FLORIDA oy /" {:~{~ -- Commissioner - Robert Ensler C ffF-'- Commissioner - Muir C. Ferguson 'R0l0- I~O INTERLOCAL AGREEMENT This is an Interlocal Agreement, made and entered into this a day of ~ ' 2006, by and between: CITY OF BOYNTON BEACH, a municipal corporation of the State of Florida, hereinafter referred to as "City," AND BOYNTON CUL TURAL CENTRE, a Florida non-profit corporation, hereinafter referred to as "the BCC" or " BCC." WITNESSETH: WHEREAS, this Agreement is entered into pursuant to ~163.01, Florida Statutes, also known as the "Florida Interlocal Cooperation Act of 1969"; and WHEREAS, the BCC is a Florida non-profit organization established August 2, 1996, as subsequently amended; and WHEREAS, City is providing the BCC with the ability to utilize eXIstmg City agreements with providers of health and other insurance, thereby allowing BCC employees to participate in health and other insurance plans under the same coverages and programs offered to City employees; and WHEREAS, City has entered into a health insurance plan with Blue Cross/Blue Shield of Florida, MetLife dental, vision care, and life plans for the 2005/06 fiscal year (the "Plan" individually or the "Plans" collectively); and WHEREAS, BCC is desirous of participating in the City's Plans for the benefit of BCC's employees; and WHEREAS, City has no objection to BCC or its employees benefiting from the Plans negotiated by City with private providers ("Plan Providers"); and WHEREAS, the Plan Providers of coverages under the Plan have agreed to furnish services to the BCC for the benefit of BCC employees at the same rates, benefits, incremental costs, and terms and conditions contracted for with City; NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments hereinafter set forth, City and BCC agree as follows: S\IIR\BENEFITS\BCC ARTICLE 1 - PURPOSE 1.1 The Purpose of this Interlocal Agreement is to permit the BCC to utilize the Plans for coverages that are afforded to employees of the City through negotiated agreements with Plan Providers, for the benefit of BCC employees. The parties mutually desire to formulate such relationship in this Interlocal Agreement. The intent of the parties is that all plan administration responsibilities, premiums, and any other costs and expenses associated with the providing of coverage under the Plans to BCC employees shall be the responsibility of the BCC. It is also the intent of this Agreement that any apportioned costs for stop-loss coverage and for the City's assistance be incurred by and be the responsibility of the BCC. ARTICLE 2 - SCOPE OF SERVICES 2.1. Subject to any separate agreement(s) being required by the Plan Provider(s) of the City, BCC may offer enrollment to BCC employees in the Plans for the 2005/06 fiscal year under the terms and conditions of this Agreement, and subject to renewal as provided in Article 3 below. Subject to any objection from a Plan Provider, it is the intent of the parties that the BCC shall be subject to the Plans, coverages, negotiations, and agreements between the City and the respective Plan Providers. BCC understands that the individual Plan Providers may require BCC to enter into a written agreement with the Plan Provider to, in essence, piggyback the City's agreement with the Plan Provider. However, it is further recognized that, except as negotiated between the BCC and any Plan Provider, any such agreement between the BCC and the Plan Provider shall be under the same terms and conditions as the City's agreement with Plan Provider. The City's current Plans and Plan Providers are set forth in Exhibit "A," a copy of which is attached hereto and made a part of this Agreement. Based on the City's independent negotiations for services and coverage with Plan Providers, Exhibit "A" to this Agreement may be amended by the City on an annual basis without the necessity of BCC or City Commission approval. 2.2. BCC shall administer the enrollment and cancellation of BCC employees in such Plans, and shall remit to the Plan providers on a monthly basis in accordance with the City's agreements with any Plan Provider, the BCC'S share of contribution required for such premiums and coverages resulting from BCC employees' enrollment in the Plan. The BCC shall be fully responsible for collecting and remitting all required sums from its employees. BCC'S use of Plan Provider agreements shall in no way bind the City. 2.3. It is understood and agreed that City shall not be responsible for any costs or expenses, premiums, or contract requirements of BCC in connection with the BCC'S use of City's Plan Providers, and that BCC shall hold harmless and indemnify City, to the extent permitted by law, for any costs or expenses whatsoever attributable to the BCC'S providing of and making available such insurance coverage to and for BCC employees. BCC shall reimburse City for any additional costs, if any and in addition to those specifically provided for in this Agreement, incurred and documented by City in performing this Agreement. S.\IJR\l3J.JiI.TJIS\f}(( 2.4 Should BCC desire to have City provide any services in connection with the provision of insurance benefits to BCC employees, a separate agreement or amendment to this Agreement shall be required and mutually agreed upon by the parties. 2.5 City will provide reasonable assistance through its Human Resources departmental staff to BCC to answer questions regarding Plans and Plan administration and in contacting Plan Providers with BCC matters concerning the Plan(s). 2.6 BCC expressly understands and agrees that, subject to any separately negotiated provisions between the BCC and any Plan Provider as provided for in Section 2.1 above, Plan premiums, costs, benefits, and coverages may be changed by the City or City's Plan Provider throughout the term of this Agreement. 2.7 Except as specifically provided in sections 2.8 and 2.9 of this Agreement, BCC shall make all required payments directly to Plan Providers, which will bill and invoice BCC separately from City, in accordance with the agreement between the BCC and the Plan Provider. BCC shall have separate account numbers, separate accounts, and separate invoices with Plan Providers. 2.8 BCC shall have no right to select any of the present or future Plan Providers of the City; nor shall BCC have any right under this Agreement to determine coverages, premiums, or terms and conditions of agreements between the City and any Plan Provider. 2.9 Should City purchase stop-loss coverage from any Plan Provider, BCC agrees to pay its share of the premium for such stop-loss coverage, apportioned based on the number of BCC employees and the additional pooling charges assessed by Plan Provider(s). Unless otherwise directed in writing by City, BCC shall pay City directly for this incremental cost in advance on an annual basis. BCC shall pay City pooling charges in accordance with Exhibit "B", a copy of which is attached hereto and made a part of this Agreement. 2.10 On a monthly basis, in advance, BCC shall pay the City an administrative charge equal to Ten ($10.00) for each BCC employee enrolled in any Plan of the City. This administrative charge shall cover a portion of the costs incurred to the City in assisting the District and their employees with issues related to insurance and Plan coverages. ARTICLE 3 - TERM OF AGREEMENT 3.1 This Agreement shall be deemed to have commenced on 1,2006, and shall continue in full force and effect until terminated by either party in accordance with Article 5 below. S\UR\!1ENffIIS\R('(' ARTICLE 4 - GOVERNMENTAL IMMUNITY 4.1 City is a state agency as defined in Chapter 768.28, Florida Statutes, and BCC is a public agency created pursuant to Chapter 163, Florida Statutes. To the extent permitted by law, each party agrees to be fully responsible for acts, omissions, and negligence of their agents, officers, or employees. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of this Agreement or any other contract. 4.2 Both parties acknowledge that this an Interlocal Agreement created pursuant to Section 163.01, Florida Statutes, and that each party shall retain all legislative authority with regard to its respective governing body. All of the privileges and immunities from liability; exemptions from laws, ordinances, and rules; pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents or employees of any public agency when performing their respective functions within the territorial limits for their respective agency shall apply to the same degree and extent to the performance of such functions and duties of those officers,. agents, or employees extra-territorially under the provisions of any Interlocal Agreement. ARTICLE 5 - TERMINATION 5.1 This Agreement may be terminated by either party by giving notice of termination in accordance with Article 6 herein at least sixty (60) days prior to the expiration of any renewal of a Plan or any new Plan, provided that such termination does not adversely impact the City in its contractual relationships with Plan Providers. City may terminate the Agreement immediately upon notice from any Plan Provider that BCC is not complying with plan administration procedures or is not paying premiums to a Plan Provider in a timely manner, and such default or breach by the BCC may adversely impact City's agreement with that Plan Provider. ARTICLE 6 - NOTICES 6.1 Any and all notices given or required under this Agreement shall be in writing and may be delivered in person or by United States mail, postage prepaid, first class and certified, return receipt requested, addressed as follows: TO CITY: City Manager 100 East Boynton Beach Boulevard Boynton Beach, Florida 33435 S\l!R\13fHF [I TS\I1CC With copy to: City Attorney 100 East Boynton Boulevard Boynton Beach, Florida 33435 TO BCC: Arleen Dennison Executive Director BCC 129 E. Ocean Avenue Boynton Beach, FL 33435 With copy to: Kenneth Kaleel BCC Attorney 555 N Congress Avenue #301 Boynton Beach, FL 33426 ARTICLE 7 - MISCELLANEOUS PROVISIONS 7.1 ASSIGNMENT: Neither party shall have the right to assign this Agreement without the express mutual consent of the other party. 7.2 DISPUTES: In the event that a party has a dispute with respect to the other party's performance hereunder, the party shall notify the other party in writing in accordance with Article 6, advising of the disputed matter. In the event that the disputed matter is not resolved to the satisfaction of the BCC and the City, the dispute shall be submitted to a mediator mutually agreed to by the parties before any litigation is brought. 7.3 WAIVER: The waiver by either party of any failure on the part of the other party to perform in accordance with any of the terms or conditions of this Agreement shall not be construed as a waiver of any future or continuing similar or dissimilar failure. 7.4 SEVERABILITY: If any terms or provisions of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision, to any person or circumstance other than those as to which it is held invalid or unenforceable, shall be deemed valid and enforceable to the extent permitted by law. 7.5 ENTIRE AGREEMENT: It is understood and agreed that this Agreement incorporates and includes all prior negotiations, agreements or understandings applicable to the S..\IIR\T3EJiEIITS\T3(:r matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. 7.6 INDEPENDENT CONTRACTOR: City is an independent contractor under this Agreement. Any services provided by City pursuant to this Agreement shall be subject to the supervision of City. In providing such services, neither City nor its agents shall act as officers, employees, or agents of the BCC. This Agreement shall not constitute or make the parties a partnership or joint venture. It is understood and agreed that employees of the BCC are not entitled to any benefits offered by the City to City employees, including those benefits offered by Plan Providers pursuant to this Agreement. Any benefits to BCC employees are conveyed by the BCC and at the cost, expense, and liability of BCC. 7.7 MODIFICATION: It is further agreed that no modifications, amendments or alterations in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith.. 7.8 CHOICE OF LA W; WAIVER OF JURY TRIAL: Any controversies or legal problems arising out of this transaction and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Fifteenth Judicial Circuit of Palm Beach County, Florida, the venue situs, and shall be governed by the laws of the State of Florida. In the event any causes of action arising out of this Agreement are pre-empted by federal law, any such controversies shall be submitted to the jurisdiction of the United States District Court for the Southern District of Florida. To encourage prompt and equitable resolution of any litigation that may arise hereunder, each party hereby waives any rights it may have to a trial by jury of any such litigation. 7.9 DRAFTING: This Agreement has been negotiated and drafted by all parties hereto and shall not be more strictly construed against any party because of such party's preparation of this Agreement. 7.10 RECORDING: This Agreement shall be recorded in the public records of Palm Beach County, in accordance with the Florida Interlocal Cooperation Act of 1969. IN WITNESS WHEREOF, the parties have hereto set their hands and seals this day of , 2006. BOYNTON CULTURAL CENTRE, INC. By: Brian Edward, President S .\tJR\l1fNEIlI5\13s'( ATTEST: Attest: S.\IIR\BENfJ IfS\IJC( ~f2 an Buchanan, Secretary Ke CITY OF BOYNTON BEACH EXHIBIT" A" Plan Providers Medical - BlueCross BlueShield of Florida BlueCare@ for large employer groups is an HMO product offered by Health Options, Inc. (Hal), a subsidiary of Blue Cross and Blue Shield of Florida. The features of BlueCare@ are: · A full range of benefits for hospital, physician and other medical services · Preventive care, such as routine physical exams, well-child care, immunizations and health care screenings · Predictable costs through pre-determined copayments for health benefits as long as care and referrals are coordinated through a Primary Care Physician Our BlueChoice@ PPO (Preferred Provider Organization) plan offers the freedom to choose any doctor and hospital for care. However, members receive maximum benefits and are free from claims filing and balance billing when they choose physicians and providers who participate in the PPO network. Our BlueOptionsSM PPO health insurance policy offers members the freedom to choose any doctor and hospital for care. However, they can maximize their benefits, and free themselves from claims filing and balance billing, by choosing physicians and providers who participate in our NetworkBluesM* provider network. Additionally, members are protected from balance billing when they receive covered services from an Out-of-Network provider who participates in our Traditional Program Network. Dental - MetLife Group Dental Dental care is a part of healthy living, and for this reason a dental benefit plan is a highly appreciated employee benefit. Yet, many employers do not offer a dental benefit plan as part of their overall benefits programs. This can add a financial burden for employees. Fortunately, MetLife has the knowledge and innovation to offer a range of affordable dental benefit plans to fit the needs of nearly all employers. Vision - VisionCare Plan VisionCare Plan offers employees and their dependents a benefit that covers all routine eyecare, including eye exams and eyeglasses (lenses and frames) or contacts. The plan features: · In-Network and Out-of-Network benefits. · Exam Plus, if you prefer contacts you get your exam plus an allowance for contacts in place of lenses and frames. Life & LTD Jefferson Pilot provides life insurance and accidental death coverage to all employees and their dependents. Program Terms The medical, dental and vision care programs are all annual programs with a contract renewal date of October 151; however the programs are administered on a calendar year basis. The life and AD&D are on a 3 year contract. S\lIRmENEIlIS\BCC EXHIBIT "B" BOYNTON BEACH CULTURAL CENTRE. INC. ( BeC) Special Annual Pooling Charge Statement Pooling Rate and Annual Type Monthly Pooling Coverage Enrollment Total Expense EO 2 $ 17.98 $ 431.52 ES 0 $ 36.85 $ 0.00 EC 0 $ 33.97 $ 0.00 EF 0 $ 42.71 $ 0.00 TOTAL 2 $ 35.96 $ 431.52 Note: The above pooling charge calculation for BCC is based on enrollment during the last month of the 12 month experience period upon which The City's 10/1/2005 renewal was based. The actual annual expense charge will be prorated to the date of coverage and accounted in October 2006. Should average enrollment be less than that shown above, The City will reimburse BCC the amount of pooling expense charge overpaid. Should the enrollment be less than that shown above, then BCC will pay The City the additional pooling charge incurred. (actual annual enrollment times the above pooling expense charge rates will equal the actual annual pooling expense charge for the 10/1/2005 _ 9/3012006 policy year.) S\tLmn.E.NEBT$_\13s'~(' CITY CLERK'S OFFICE MEMORANDUM TO: Sharyn Goebelt Director, Human Resources FROM: Janet M. Prainito City Clerk DATE: July 26, 2006 RE: R06-120 - Interlocal Agreement with Boynton Cultural Centre regarding Health Insurance Plan Attached for your information and processing is the original agreement stated above that was approved by the City Commission at their meeting on July 18, 2006. Please forward the attached document for signatures by the Boynton Cultural Centre and return the fully executed original to the City Clerk's Office for retention in our Central File. Thank you. (!:rL Yn ~ Attachment