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09/15/2010 Agreement MONROE COUNTY CONTRACT FOR Employee Benefit Consulting Services THIS AGREEMENT ("Agreemenf') is made and entered into this 15th day of SeDtember. 2010. by and between MONROE COUNTY (MCOUNTV"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and GALLAGHER BENEFrT SERVICES ("GBS.), INC. (.CONTRACTOR"), whose address is 2255 GLADES ROAD, SUITE 400E, BOCA RATON, FL 33431 (collectively, the "Parties"). Section 1. SCOPE OF SERVICES CONTRACTOR shari do, perform and carry out in a professional and proper manner certain duties as described in the Scope of Services - Exhibit A - which is attached hereto and made a part of this agreement. CONTRACTOR shall provide the scope of services in Exhibit A for COUNTY. CONTRACTOR warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these Agreement documents. The CONTRACTOR shall at all times exercise Independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a minimum requirement: A. The CONTRACTOR shari maintain adequate staffing levels to provide the services required under the Agreement resulting from this RFP process. B. The personnel shall not be employees of or have any contractual relationship with the County. To the extent that Contrador uses subcontractors or independent contractors, this Agreement specifically requires that subcontractors and independent contractors shall not be an employee of or have any contractual relationship with County. C. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Section 2. QUALIFICATIONS NECESSARY OF CONTRACTOR The CONTRACTOR must certify at least annually that all staff members, independent contractors, subcontracted work, if any, and all service providers it uses, engages or manages, comply with Health Insurance Portability and Accountability Act (HIPAA) privacy and security rules. The CONTRACTOR must provide a list annually, listing any contractual relationship between the CONTRACTOR and any persons or business entities that provide the following services for the County: third party administration for health insurance or employee benefits, utilization review, large claims management, health insurance carrier. The CONTRACTOR must provide an adequate staff of experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under any contract with the County. The CONTRACTOR must assign specific individuals to the key positions. Once assigned to work under any contract with the County, key personnel shall not be moved or replaced without prior written notification to the County. Such notification shall be provided within three (3) business days of the change. The CONTRACTOR must warrant that it has not employed or retained a company or person. other than a bona fide emptoyee, contractor or subcontractor. working in its employ. to solicit or secure a contract with the County and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee, contractor or subcontractor, working in its employ any fee. commission, percentage, gift or other consideration contingent upon or resulting from the award or making of a contract with the County~ The following persons will provide the service. under this Agreement: Richard Capizzi, Area Assistant Vice President. Will serve as the lead benefits consultant. Will be responsible for the overall client relationship and responsible for all Items outlined In the Scope of Servlees. Glen Volk, Consulting Actuary. Will serve as lead Actuary for the County where actuarial services are required. Paul Hebert, Lead Compliance Consultant. Will serve as regulatory resources and be the primary resource on federal and state mandates. Will also provide support for the review of plan documents and general compliance Issues. Will ...Ist In negotiating contract changes; discussing federal and stat. legislation Impacting the County; monitor ongoing contracts; provide Information on employee benefit Issues and proposed or new I.glslatlon. Mary Kay Lantz, Senior Client Manager. Will be responsible for all aspects of client management Including product marketing and client services. Any change to the above-listed personnel requires notification to the County, in writing, within three (3) business days lirier te im~tion of the change. IJP1'er The finn and Its employees who are respons ble and accountable for the county's account and subcontractors, if any. must have all necessary current licenses issued by the Florida Department of Insurance for providing either consulting services or health benefits insurance. Proper documentation shall be attached to the contract. The firm's servicing office that would provide services to the County must have at least one (1) Marketing Account Executive and one (1) Customer Service Representative, each with a minimum of three (3) years of health insurance experience. Section 3. COUNTY'S RESPONSIBiliTIES 3.1 Provide all best available information as to the COUNTY'S requirements for Employee Benefits Consulting Services. 3.2 Designate in writing a person with authority to act on the COUNTY'S behalf on all matters concerning Employee Benefits Consulting Services. 3.3 Provide a schedule that is mutually agreeable to the COUNTY and CONTRACTOR. Section 4. TERM OF AGREEMENT 4.1 The initial Agreement term will be for one (1) year beginning the 1st day of October, 2010 and renewable at the County's option for two (2) additional consecutive one year terms. 4.2 The terms of this Agreement shall be from the effective date hereof and continue for a period of one year. This Agreement shall be automatically renewed for successive on8- year periods until either party gives the other notice of cancellation in accordance with the terms set forth below. The Contractor must provide the Contractor with at least thirty (30) days notice of intent to terminate. If either party desires to modify this Agreement, it shall notify the other in writing at least thirty (30) days prior to the effective date of such modification. In the case of proposed modification the party receiving the notification of the proposed modification shall itself notify the other party within ten (10) days after receipt of notice of its agreement to the proposed modification. Failure to do so shall terminate this Agreement. Section 5. COMPENSATION Comoensation to CONTRACTOR throuahout the term of this Aareement (the "Contract Prlce-) is as follows: Year 1: 5129.000 (one hundred twenty-nine thousand dollars and no cents) Year 2: $129.000 Year 3: $129.000 PaYments in Years 2 and 3 are cantiDae"t UDon the County exercisina its ootion to renew the Aareement are exercised in Years 2 and 3 C'Contrad Price"). Payment will be made as outlined in Section 6. below. Bv entenna into this Aareement. the CONTRACTOR warrants that it understands that the Contract Price reoresents the full comDensation for all services under this Aareement.and further warrants that it will.not retain any comDensatlon of any kind. includina but not limited to commissions. fees. and other Davments. from anv entity that sUDDlles emDlovee benefits to the COUNTY. Includlna but not limited to carriers. third Dartv administrators. Drovlders. networks. entities . Drovldina larea case manaaement and utilization review. The CONTRACTOR understands and. aarees that in the event of breach of this Drovision. the Aareement.is voidable. and CONTRACTOR will disaorae any and all comDensation earned to that DOint in time and will waive any "chi to any additional comoensation from that ooint forward. The Parties understand that GBS Is currentlv the scent of record for the Delta Dental DOllcv offered to emDlovees and the arouD life and accidental death and dismembennent DOlicy from Hartford Insurance. The Parties saree that the Contract Price set forth above will be offset bv the commissions due and owina to GBS for servina as the scent of record for these two ooli9ies. The Parties further acree that with the exceDtion. of these two . (2) Dolicies. GBS will eam no other. comoensatlon from any emDlovee benefits Dellclas Drocured bv the Countv durlna. the term of this Aareement. Furthermore. the Parties aoree that uoon the first Doliey year renewal after the effective date of this aareement . all commissions will be removed from the rates for the above Dollcies (Dental and Life) and the carriers will be instructed to Drovide rates net of commissions. GBS Savings Guarantee: A review of the County'. health insurance plan. likely Including the issuance and evaluation of an RFP for medical and phannacy .ervlces, shall be completed by November 15, 2010. Following the review, GBS wllll.aue a Request for Proposals by January 15, 2011 and will make recommendations to the County by April 1 J 2011 on what they believe I. the most efficient combination of medical and pharmacy administration vendors and networks for the County. If the COUNTY Implements the GBS recommendations. GBS guarantee. annual savings of at least $3.2 million to COUNTY's on health plan expenses over the 12 month period following the implementation of the changes. GBS will require another 3 months of run-out claims experience for tabulation. If the savings are not reaUzed. GBS will f<<felt $25,000 In consulting fees. Should the contract be tennlnated prior to July i. 2012, the performance guarantee will not apply. Actual savings will be measured as follows: GBS will calculate the per capita Incurred plan expense for the 12 month period ending on the implementation date of the changes (the "bas.llne plan cost.'). Such cost will Include Incurred medical and phannacy claims and all plan fee. for administration, network access, utilization management, and any other similar fe.. that should reasonably be Included. While GBS may provide estimate. of the Incurred claims In the baseline cost at any time, the final ba.ellne cost will be calculated at the same time as the -experience plan costlt defined below. GBS will then measure the actual per capita plan expense for the first 12 month period following the Implementation of the recommended. change. (the "experience plan cost"). The experience plan cost will be actuarlally adjusted to remove the Impact of any benefit design difference. between the ba..lln. period and the experience period. In order to ensure that the incurred claims Included in the experience plan cost are 88 accurat. .s possible, the calculation will be done no soon8r than 3 months after the end of the period for which the experience plan cost Is being calculated. The experience plan cost will Include incurred cl81msand the administration and acce.. fee. that correspond to the fees Included in the baseUne plan cost.. In the event that GBS recommends that the County purchase reinsurance, the cost of the reinsurance net of any recoveries will also be included In the experience plan cost. The savings calculation will then be calculated as follows: The baseline plan cost will be adjusted for one year of medical Inflation to produce what the expected per capita cost would have been for the following 12 months had no chang.s been made. The Inflation adjustment will. equal the lesser of 8% and the Projected Medical and Prescription drug trend for Open Ace... Preferred Provider Organizations for the applicable perlod..s published In the "Segal Health Plan Cost Trend Survey". The r..ult will be called the "Inflation adjusted basallne plan cost". Th. Inflation adjusted baseline plan COR will be multiplied by the averag8 enrollment for the 12 month period following the Implementation of the change.. The result will be called the "annual Inflation adjusted baseline plan cost'., and It will represent the estimated annual plan cost for the period had no change. been made to the plan. Th. experience plan cost will be multiplied by the average enrollment for the 12 month period following the Implementation of the change.. The result will be called the "actual annual plan cost". Savings will be defined as the "annual Inflation adjusted baseline plan costs- minus the "actual annual plan cost", Section 6. PAYMENT TO CONTRACTOR 6.1 Payment will be made according to the Florida Local Government Prompt Payment Act. Any request for payment must be in a form satisfactory to the Clerk of Courts for Monroe County (Clerk). The request must describe in detail the services performed and the payment amount requested. The CONTRACTOR must submit invoices to the appropriate offices marked Group Insurance. The respective office supervisor and the Director of Employee Services, who will review the request, note his/her approval on the request and forward it to the Clerk for payment. Upon receipt of the contractor's invoice In the proper form as stipulated above and upon acceptance by the Clerk. Monroe County will make payment in accordance with the Florida Prompt Payment Act, Section 218.70, Florida Statutes. . 6.2 Continuation of this Agreement is contingent upon annual appropriation by Monroe County Board of County Commissioners. 6.3 The annual compensation listed in Section 5 will be payable in monthly instaUments. The Contractor will submit such invoice monthly for services provided during the preceding month Section 7. CONTRACT TERMINATION Either party may terminate this Agreement because of the failure of the other party to perform its obligations under the Agreement COUNTY may terminate this Agreement with or without cause upon thirty (30) days notice to the CONTRACTOR. COUNTY shaU pay CONTRACTOR for work performed through the date of tennination. Section 8. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. CONTRACTOR hereby agrees that he has carefully examined the RFP. his response, and this Agreement and has made a determination that he/she has the personnel, equipment, and other requirements suitable to perform this work and assumes full responsibility therefore. The provisions of the Agreement shalr control any inconsistent provisions contained In the specifications. All specifications have been read and carefully considered. by CONTRACTOR, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Agreement be more strongly construed against COUNTY than against CONTRACTOR. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by COUNTY, and its decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by COUNTY of any of the services furnished by CONTRACTOR shall not operate as a waiver by COUNTY of strict compliance with the terms of this Agreement. and specifications covering the services. D. CONTRACTOR agrees that County Administrator or his designated representatives may visit CONTRACTOR'S facility (ies) periodically to conduct random evaluations of services during CONTRACTOR'S normal business hours. E. CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to COUNTY upon request. Section 9. NOTICES Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: To the COUNTY: Employee Services Director 1100 Simonton Street, Suite 2-268 Key West, Florida 33040 To the CONTRACTOR: Section 10. RECORDS CONTRACTOR shari maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNlY or Clerk detennines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Section 55.03 of the Florida Statutes, running from the date the monies were paid to CONTRACTOR. Section 11. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020-1990 The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any fonner County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the COUNlY may, in its discretion, terminate this agreement without liability and may also, in its discretion, deduct from the agreement or purchase price, or otherwise recover the full amount of any fee, commission, . percentage, gift, or consideration paid to the former County officer or employee. Section 12. CONVICTED VENDOR A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a Agreement with a public entity for the construction or repair of a public building or pUblic work, may not perfonn work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under Agreement with any public entityJ and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for the Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Section 13. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be perfonned entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNlY and CONTRACTOR agree that venue shall Ue in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Section 14. SEVERABILITY If any. term. covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms. covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining tenn, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as dose as possible to the intent of the stricken provision. Section 15. ATTORNErS FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees. and court costs, as an award against the non-prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. Section 16. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. Section 17. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Section 18. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and oonfer sessions between representatives of each of the parties. If the Issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy 8S may be provided by this Agreement or by Florida law. This Agreement shall not be subject to arbitration. Section 19. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter Into any arbitration proceedings related to this Agreement. Section 20. NONDISCRIMINATION COUNTY and CONTRACTOR agree that there will be no discrimination against any person. and it Is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, national origin; 2) Title IX of the Education Amendment of 1972. as amended (20 use SSe 1681- 1683. and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 use s. 794), which prohibits discrimination on the basis of handicaps: 4) The Age Discrimination Act of 1975, as amended (42 use SSe 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 29-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91.616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, SSe 523 and 527 (42 USC SSe 690dd-3 and 290ee-3) as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the CIvil. Rights Ad of 1968 (42 use 88. 3601 at seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 use s. 1201), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13,. Article VI, which prohibits discrimination on the basis of race, COIOf. sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondisaimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 21. COVENANT OF NO INTEREST COUNTY and CONTRACTOR covenant that neither presently has any interest, and shall not acquire any Interest, which would conflict in any manner or degree with its performance under this Agreement, and that only Interest of each Is to perform and receive benefits as recited in this Agreement. Section 22. CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 23. NO SOLICITATIONIPAYMENT The COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, Individual. or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift. or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and. at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage. gift, or consideration. Section 24. PUBLIC ACCESS The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, papers. letters or other materials in its possession or under its control subject to the provisions of Chapter 119. Florida Statutes. and made or received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR. Section 25. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for waiver. Section 26. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers. agents, volunteers, or employees outside the territorial limits of the COUNTY. Section 27. LEGAL OBLIGATIONS AND RESPONSIBILlllES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by Jaw except to the extent of actual and timely performance thereof by any participating entity, in which case the perfonnance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall It be construed 8S, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute. and case law. Section 28. NON.REUANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms. or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent. officer, or employee of either shall have the authority to inform, counsel. or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. Section 29. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonabty requwe. including, but not being limited to, a Public Entity Crime Statement. an Ethics Statement, and a Drug-Free Workplace Statement, Lobbying and Conflict of Interest Clause, and Non-CoUusion Agreement. Section 30. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member. officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subJed to any personal liability or accountability by reason of the execution of this Agreement. Section 31. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Section 32. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it Is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Section 33. INSURANCE POLICIES 33.1 General Insurance Requirements for Other Contractors and Subcontractors. As a pre-requisite of the work govemed, the CONTRACTOR. shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The CONTRACTOR will ensure that the insurance obtained wiU.extend protection to all Subcontractors engaged by the CONTRACTOR. As an alternative, the CONTRACTOR may require all Subcontractors to obtain insurance consistent with the attached schedules; however CONTRACTOR Is solely responsible to ensure that said insurance is obtained and shall submit proof of insurance to COUNTY. Failure to provide proof of insurance shall be grounds for termination of this Agreement. The CONTRACTOR will not be permitted to commence work governed by this contract until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. Delays in the commencement of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the required Insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as If the work commenced on the specified date and time. except for the CONTRACTOR's failure to provide satisfactory evidence. The CONTRACTOR shall maintain the required Insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the Immediate suspension of all work until the required insurance has been reinstated or replaced and/or termination of this Agreement and for damages to the COUNTY. Delays in the completion of work resulting from the failure of the CONTRACTOR to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONTRACTOR's failure to maintain the required insurance. The CONTRACTOR shall provide, to the COUNTY. as satisfactory evidence of the required insurance, either: . Certificate of Insurance or . A Certified copy of the actual insurance policy. The County, at Its sole option. has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change. or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by GBS. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contrad or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on general liability and vehicle liability policies. 33.2 Insurance Requirements For Contract Betw..n County And Contractor Prior to the commencement of work governed by this contract. the CONTRACTOR shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: · Premises Operations . Bodily Injury Liability · Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Lim~ (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above reqUirements. 33.3 Vehicle Liability Insurance requirements The minimum limits acceptable shall be owner and non-owned and hired vehicles: $100,000 Combined Single Limit (CSL) If split limits are provided, the minimum limit is: $50,000 per Person $100,000 per Occurrence $25,000 Property Damage 33.4 Workers' Compensation Insurance Requirements Prior to commencement of work governed by this contract, the CONTRACTOR shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. 33.5 Profe.sional Liability Requirements Recognizing that the work governed by this contract Involves the furnishing of advise or services of a professional nature, the Contractor shall purchase and maintain, throughout the life of the contrad, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contrador arising out of work governed by this contract and covered under the terms of the (GBS) policy. The minimum limits of liability shall be: $250,000 per occurrencel$500,OOO Aggregate Section 34. INDEMNIFICATION The CONTRACTOR does hereby consent and agree to indemnify and hold harmless the COUNTY, its Mayor, the Board.of County Commissioners. appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, adions, costs, obligations, attorneys fees, or liability of any kind arising out of the sole negligent actions of the CONTRACTOR or substantial and unnecessary delay caused by the willful nonperformance of the CONTRACTOR and shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of this contract. The amount and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further the CONTRACTOR agrees to defend and pay all legal costs attendant to acts attributable to the sole negligent act of the CONTRACTOR. . _ c.J~ . ~- ''''0 U 11.J At all times and for all purposes hereunder, the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her emptoyees. contractors, servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the CONTRACTOR shall provide independent, professional judgment and comply with all federal. state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. The CONTRACTOR shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONTRACTOR. This provision shall not apply to any maps, official records, contracts, or other data that may be provided by the COUNTY or other public or semi-public agencies. The CONTRACTOR agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY during the progress of any portion of the services specified in this contract. Such delays or hindrances, if any, shall be compensated for by the COUNTY by an extension of time for a reasonable period for the CONTRACTOR to complete the work schedule. Such an agreement shall be made between the parties. IN l'JTNESS Wt;q:REOF, the parties hereto have caused these presents to be executed on the IvU> day of~~' 2oLO (SEAL) Attest: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By ~aMC. ifu!J~ Deputy Clerk BOARD OF COUNTY COMMISSIONERS b~P~ Mayor/Chairman cr..:: (CORPOR=L~l ~TT~:T: ~~()( (__~~.' ,-. ---4 N -,.c ~:; ~ C' : :~.- '.'~: c.:: o lL- ....-> N N 0- LL1 (,/) C--:;l ~ c--...t c:; LLJ -1 u.. .,.;,., {' .' ~ SECTION THREE: RESPONSE FORMS RESPOND TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS clo Purchasing Department 1100 Simonton Street GATO BUilDING, ROOM 1-213 1100 SIMONTON STREET KEY WE$T, F~ORIDA 33040 I acknowledge receipt of Addenda No. (s) 1.) La....) 1.::b J le..- I have included . Lobbying and Conflict of Interest Clause f!l · Non-Collusion Affidavit [i] . Drug Free Workplace Form Ii1 . Public Entity Crime Statement [i] . Insurance Requirements eg . Local Preference Form (if applicable) [ID\ In addition, I have included a current copy of the following professional and occupational licenses: Gallagher Benefit Services, Inc. Agency License, Agent Licenses Richard A. Capizzi, Mary Kay Lantz List all charges for services, inclusive of all travel and other expenses (there will be no reimbursable expense items): I /~~ IKXJ.. 00 / (Check mark item. above. as reminder that they are Included) Mailing Address: Gallagher Benefit Services, Inc. Telephone: 561-995-6706 2255 Glades Road, Suite 400 E Fax: 561-998-6708 Signed~ {/ Jeffrey P. Angello (Print Name) Area President (Title) STATE OF: Florida COUNTY OF: Palm Beach Witness: Subscribed ~d ~. n to por affirmed) be. fore me on (date) by I- . A"8 ello to me or has produced /9, ..:1..0'0 name of affiant). HelShe is personallv known (type of identification) as identification. KOTMi i'\J'bL;- 'n ;. LulUDA /J cJ~ ~~t= ~ NOTARYPUBlIC ~ m.- My Commission Expires: LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Gallagher Benefit Services, Inc. (Company) " . . . warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee tn violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." ure) Date: 7fit/~o(o STATE OF: Florida COUNTY OF: Palm Beach Subscribed and sworn to (or affirmed) before me on 9~ 19, ~OfO # (date)by J;Hrt!1 p. Anjellv (name of affiant). He/9I!te is personally known to me or has produced ---- (type of identification) as identification. ~ tJd];,~ - Nd TARY PUBLIC NOTi4.. '..:u..... '. , "'." LiD ... . . vI..! lti.1Ja ~ ait ~~'t;lunan My Commission Expires: " DD9SS4&l6 I ~'t"1 MIf. 2S, 2014 ONDEr> TRIm ATLAImeIlCJllfDJMJCQ, IRa. NON-COLLUSION AFFIDAVIT I, Jeffrey P. Angello of the city of Lighthouse Point my oath, and under penalty of perjury, depose and say that according to law on 1. lam Area President oftheflrmof Gall.agner HeneI:1 t: serV1ces, lnc. the bidder making the Proposal for the project described in the Request for Proposals for Employee BenefJ.ts Consulting Services and that I executed the said proposal with full authority to do so; 2. The prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and win not knowtnglybe disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4. No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; and 5. The statements contained in this affidavit are true and correct, and made with ~ knowledge that Monroe County relies upon the truth of ents cant. (j in this affidavit in awarding contracts for said project. ~ f .,- r' ~ Date: e) 7;'O,/~O{ 0 STATE OF: Florida COUNTY OF: Palm Beach Subscribed and sworn to (or affirmed)- before me on 9~ /1, J 010 P (date) by [ef.{.rt"-j f. l}f1jRllo (name of affiant). He/. is personalty known to me or has produced (type of identification) as identification. ~tl tJ~ NOTARY PUBLIC My Commission Expires: ..... ,~~~OPFJ.OlIDA UIda WIma' ,... __ MltD,Z014 -~""aar.~ DRUG-FREE WORKPLACE.FORM The undersigned vendor in accordance with Florida Statutes Section 287.087 hereby certifies that: Gallagher Benefit Services, Inc. (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or useofs controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gtves each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1 ). 4. In the statement specified in subsection (1). notifies the employees that. as a condition of working on the commodities or contractual services that are under bid. the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or req.uire the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is 80 convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm,.,complies full above requirements. ~ (Sign lure) Date: 7(,,{:20/0 STATE OF: Florida COUNTY OF: Palm Beach Subscribed and swom to (or affinned) before me on Oi " ::20/0 (date) by {/ ~ J;.I-tre'j f. A"je I/o (name of affiant). He/8M is personally known to me or has produced ",.- (type of identification) as identification. ~ cJ~tt/L NOTARY PUBLIC My Commission Expires: . ...j)Jl~ ~u lH..... i ,-... .."~.: . ;," I: ;'(. ;;::1:1\ (i)~~f;; .'-'" ~".- PUBL1C ENTITY CRlM'E STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for publiC entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months fro the date of being placed on the convicted vendor fist. " I have read the above and state that neither Jeffrey P. Angello (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. Date: ure) 7;',1:J0Io STATE OF: Florida COUNTY OF: Palm Beach Subscribed and sworn to (or affinnecl) before me on } wf, 19, .;;)010 (date) by [t. fire,! !. A^J el/o (name of affiant). Heise. is person~11y IsQOWn to me or has produced (type of identification) as identification. ~ tJJJ;;t~ NOT ARYPUBLIC My Commission Expires: Mn'ARr PtTBuc c::'\~ ' TE JQ\ ...,II1J' ,fl._ P. 7,'1.\"~n'~' r \'!JI~~~~Yi~ 1JOJQiiD~ JAN. 25. ZOlf -...."d~_Q1.-. EXHIBIT A SCOPE OF SERVICES SPECIFICATIONS The CONTRACTOR shall provide consulting services on an as needed basis in the areas of Group Health Insurance. The key personnel identified In Section 2 are considered to be essential to the work performed. No personnel substitutions shall be made without the consent in writing of Monroe County. The scope of services to be provided on an as needed basis by the Provider include, but shall not be limited to, the following. · Monroe County currently provides a self-insured health p'an to its employees, the employees of other Constitutional officers, retirees, spouses and dependents. The County Is planning on issuing a Request for Proposal no later than the end of 2010, which will seek (a) third party administrator, utilization review and large claim management if the county remains self-insured; (b) comparative quotes from fully insured health insurance providers; and (c) excess or stop-loss insurance under either. Prior to issuance of the RFP, the Consultant will work with County staff and advise the County on the following Issues: o Should the County remain ..If-Insured or should the County consider the possibility of going with a fully Insured plan? o Contracts wlthexlatlng . networks and. alternative networks. a Terms and conditions of the contracts with networks, Including negotiated rates for physicians, hospitals, and other services. · After the above discussions, Consultant will prepare RFP specifications, identify appropriate markets, analyze proposals submitted, prepare and submit recommendations and supporting documentation for recommendations, present results to management, and assist in negotiation of (preferably multi-year) contracts. · Will a.slst In soliciting bids for any employ.. benefits necessary. GBS will only recommend vendors that have an A- (Excellent) or better rating from A.M. Best. · GBS will evaluate Monroe County's employ.. benefit plans initially and on an annual basis for the following: a Optimal balance between pricing and benefits. a Optimal mix of benefit. offered to provide a well-balanced plan for ensuring employ.. .ecurtty. a Optimal mix of vendors. o Competitive value. Will provide benchmarking Information. o Effective us. of vendors to streamline administrative burdens. o Optimal. funding mechanisms for benefits. o Employer and Employ.. contribution levels. o Sufficient coverage In networks to satisfy employees and If network discounts are sufficient to .atlsfy the County'. needs. · Assist with renewals, including negotiation of any change in contracts.. · Review Benefit Plan Documents and contracts. · Assist in design and delivery of employee health benefits communication pieces. o Prepare open enrollment pre.entatlons to. clearly communicate the valu. of employ.. benefits and the proce.... they will. follow for open enrollment. The development will be done In collaboration with the County's vendors to ensure accuracy. o Prepare summary communication materials to consolidate benefit plan InformatIon Into an ea.y to use. portable format. o Assist the County with communication campaigns to disseminate appropriate Information about benefits or employment policies. o Facilitate open enrollment meetings to explain benefits during open enrollment. whether on-8ll. at critical locations or online meetings to accommodate .mploy.... o Create open enrollment forms, open enrollment brochures, posters, payroll stuffer., etc. .s reque.ted by the County. o Work with the County'. staff to develop customized education programs. · Review coverage under present Provider contracts and overall benefit plan to establish goals and objectives. o Review contracts and Insurance policies for compliance with the terms of camera' proposals to ensure accuracy, consistency, and applicability. o Review contracts. and Summary Plan Descriptions for compliance with regulatory guideline.. a Develop components of the County'. plan document to "wrap'. benefit plans into one document for Simplification and reporting_ · Analyze and evaluate Monroe County's performance with respect to its self-Insured program and make recommendations based on performance and current industry practices. This may Include funding alternatives, procedures, health-care cost containment, retention levels, stop-loss limits, and multiple-option plan designs. · Will provide a recommended reporting frequency (quarterly at a minimum) and will prepare and review the reporting package with Monroe County's staff and, if needed, the Board of County Commlsslone,., to discus. key flndln"s and Identify potential opportunities. The reports will based on the County's needs and may Include: o Executive Summary o Plan costs by line of coverage (medical. dental, vision, life, etc.) o Costs versus Budget o Cost comparison to prior claim periOds o Plan cost trends o Large claims tracking o Renewal proJections and alternative. o Incurred but not reported projections o Future plan cost proJectlona (5 years) o Employer versus employee contributions o Benefit modeling (cost Impacts of benefit chang..) o Top diagnostic categories · Assist in on-site audits in regards to claim processing and payment accuracy. o GBS will .s.ist with audits of payment accuracy for individual claims and for I..u.. that r..ult from a specific type of claim. o Third Pa~ Administrator In-depth claims audits can be performed at a negotiated fe8. · Perfonn research and provide responses to technical questions posed by the County. · Provide annual Actuarial report for Self-Insured Program In accordance with Florida Statute 112.08. · Provide annuBllmputed Income evaluation for Domestic Partners to detennlne the amount of the Imputed income rat.. that employ... and retirees who carry domestic partners or children of dome.tic partners are taxed on. · Provide complete Actuarial Valuation of Po.temployment Benefit Plan every two years (next valuation due 2012) to detennlne the Plan'. accrued liability and annual OPEB expense and document actuarial assumption. and plan provisions. Provide roll forward report for years In which a full valuation Is not required providing ~I.clo.ure amounts.and assumptions. · Provide annual Medicare Part D Att..tation report in conjunction with the application for the Medicare Part D. subsidy. The consultant.hall confinn that the total value of benetlts.provlded to Medicare Part Dellglblelndlvlduala under the County's plan I. at least _generous as what they could have received under the standard Medicare Part D cOV8l1lge. · Be available to meet with the Board of County Commissioners, County staff and the general employee population as reasonably necessary. · Be available to answer questions and assist In resolving Issues that arise during the year in regards to employee benefits. o Identified urgent requests will be r..ponded to a.quickly as possible. Routln.ly, calls will beretumed within 2 to 3 hours. · Provide actuarial services as may be necessary and provide written analysis with sufficient details to support conclusions and recommendations. GBS will meet with the County aft.r the first quarter'. experience and will be available for monthly meetings th....after until the reporting needs are fine tuned. Face to face meetings will be with the GBlln-house actuary whoapprov..the reports. · Provide estimates of renewal rates and assist management In preparation of budget figures for health benefits. · Keep management Informed as to pending legislation that may have an Impact on existing .or future benefits and any. changes in State and Federal laws affecting benefit plans. Provide plan document revisions through the use of professional compliance staff. GBSwlUa..lsttheCounty In k..plngcurrent on.crltlcal regulatory I.su.. through the following mechanisms: o Direction. - Monthly newsletter sent to the County electronically" o TechnlcllBulletlns - Publlshed.s needed. o Weblnars · Assist with the initial. tadlcal responses for compliance with any law changes and assist with long-term strategies as a result of the recently enacted Patient Protection Affordability and Accountability (Health Care Reform) Act. · Provide.infonnation on. employee benefit issues and trends. · Provide employee survey Hrvt_through GBSVlewpolnts. .Develop and Implement ~ployee . surveys from survey design to analysis. Cross tabulate results by location or other varl.blesdeslred by the County. provide datalhMI and summary reports. and make appropriate recommendations based.on the results. · Deliver ..cure, personalized online ace... with GBS Insight: o My Desktop ..personallzedworkspac8 that provides one-cllck ace... to compliance Internet r..ourc.. .ndtheCounty-. GBS account t..m. o My Documents · personaliZed directory. of documents that the admlnlatratlv..taff share. with the County'aGBS account team and an entlr. archive of GBScompllanc8 newsleUn and bulletins. o My Benefit Plen. electronic acce.. to benefit plan Information. o My Service Requests · ..cur. m...age board that allows staff to submit, re.pondto, and track .ervlcerequ..tato any member of the County'. GBS account team. · GBS will provide full disclosure and transparency In their compensation. GBS will provide the County with this Information .up front, at every contract renewal, and with every bid analysis. · During the term of the contract. GBS will have no relationships that In any way Impact their ability to provide benefits consulting services to the County. · The Contractor shall record and maintain statistical data concerning the services. and such additional information as may be required by the County. The Contractor shalf retain all records pertaining to this contract for a period of four (4) years after the termination of this contract. · The County, the Clerk, the State Auditor General. and agents thereof shall have access to Contractor's books, records, and documents required by this contract for the purposes of inspection or audit during normal business hours, at the Contractor's place(s) of business.