HomeMy WebLinkAbout2017-121DCONSULTING SERVICES AGREEMENT
INDIAN RIVER COUNTY BOARD OF COUNTY
COMMISSIONERS (COUNTY)
and
SOUTHEAST SERIES OF
LOCKTON® COMPANIES, LLC
The "Agreement" made and entered into effective as of this 1st day of October, 2017,
(the "Effective Date") by and between Indian River County Board of County Commissioners
(County), FL, having offices at 1800 27'' Street, Vero Beach, FL 32960 (hereinafter referred to
as "Client"), and Southeast Series of Lockton Companies, LLC, having offices at 3601 SW 160th
Avenue, Suite 200, Miramar, FL 33027 (hereinafter referred to as "Lockton").
Client wishes to procure certain services that can be performed by Lockton; and Lockton
can provide and desires to render to Client such services; and
The parties agree that it would be to their mutual advantage to execute this Agreement
and to define the terms and conditions that shall control the rendering of services provided to
Client by Lockton.
Nov, therefore, in consideration of the foregoing recitals, the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
I. Service Period
This Agreement will be in effect from the Effective Date above through September 30,
2022 unless earlier terminated in accordance with the provisions of the Agreement.
II. Service Compensation
A. All consulting and/or insurance services provided by Lockton as set forth in
Addendum A will be performed for an annualized fee of $89,500 net of
commissions plus any agreed upon commission for any newly placed benefits
and, as applicable, other compensation set forth below. Client acknowledges that,
except as otherwise provided herein, this fee may be in addition to certain
incentive compensation including contingency payments, bonuses, overrides
and/or prizes and awards which Lockton may receive as a result of being Client's
insurance broker, as well as base and/or supplemental commissions or other
commission -like payments from insurance companies, other intermediaries or
other third parties (collectively, "Additional Compensation"). Client consents and
agrees to Lockton's ability to receive such Additional Compensation under all
circumstances.
B. The fee will be paid on a quarterly basis.
C. Payment of all invoices submitted under this Agreement will be made within
thirty (30) days of receipt of invoice. Client grants Lockton a right to setoff any
amounts Lockton owes to Client against any unpaid fees Client owes to
Lockton.
D. The obligations of the Client under this Agreement are subject to the availability
of funds lawfully appropriated for its purpose by the Board of County
Commissioners.
III. Services
A. It is hereby understood and agreed that in consideration of the compensation set
forth above, Lockton will provide the consulting services outlined in Addendum
A, which is attached to and made part of this Agreement.
B. It is further agreed that other risk management services may be undertaken that are
outside the foregoing scope of services by mutual consent, which consent may be
provided that it is acknowledged in writing by either or both of the parties.
Amendments may be made to this Agreement as deemed appropriate by both
parties.
C. When in Lockton's professional judgment it is necessary or appropriate, Lockton
may utilize the services of intermediaries or other appropriate outside vendors
to assist in the servicing and marketing of Client's employee benefit programs.
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However, this may only be done after consultation with and prior written
approval by Client. Such intermediaries may or may not be affiliates of Lockton.
Lockton will advise Client whether any such intermediary is an affiliate of
Lockton. Under all circumstances, any and all compensation earned by any
intermediary or outside vendor may be in addition to the compensation paid to
Lockton as described herein. Client will not be responsible for compensating an
intermediary or outside vendor, unless Client has provided prior written approval
of such compensation.
IV. Termination of Services
Client or Lockton may terminate this Agreement at any time with 90 days' written notice
to the other party. Should Client terminate or designate a broker other than Lockton as
its broker of record at any time subsequent to the date of this Agreement, Lockton shall
immediately cease providing services under this Agreement and will assist in the
transition to a new broker/consultant. In such event, Lockton shall bill Client for the
services provided up to the effective date of termination on a pro rata basis in
accordance with the compensation terms of this Agreement. Lockton shall also be
entitled to receive all commission income earned up to the effective date of termination.
V. Additional Obligations of Client/Confidentiality
A. Client shall provide Lockton with reasonable cooperation and assistance necessary
for Lockton to fulfill its responsibilities to Client pursuant to the terms of this
Agreement, including, without limitations, copies of all documents reasonably
requested by Lockton and the cooperation of and access to certain of Client's
personnel.
B. Lockton acknowledges that the nature of its relationship with Client is one in
which Client shall entrust Lockton as the custodian of certain of Client's
information, some of which may be of a confidential or proprietary nature.
Lockton shall undertake all reasonable efforts to maintain the integrity of all of
Client's information, whether or not such information is confidential or
proprietary. The responsibility to maintain any confidential documents or
records survives the termination of this Agreement.
VI. General Conditions
A. Neither party shall assign the rights nor duties herein set forth without the prior
written consent of the other party. The terms and conditions of this Agreement
constitute the entire Agreement between the parties with respect to the subject
matter hereof. Subject to the provisions of Section III.B., this Agreement shall
not be amended except by a written amendment signed by both parties, and no
promises, agreement, or representations not herein set forth shall be of any
force or effect between them. This Agreement shall serve to terminate and
supersede all agreements and undertakings heretofore entered into between the
parties on subjects covered by this Agreement.
B. Lockton shall indemnify, defend, and hold Client, its Commissioners, directors,
officers, employees, agents, and representatives harmless from and against any and
all claims, damages, losses, or expenses (including such parties' reasonable
attorney, accountant, and expert witness fees and costs) incurred by Client as the
result of (i) a material breach by Lockton of any of its obligations under this
Agreement or (ii) any willful or negligent conduct of Lockton.
C. Any communication or notice required or which may be given hereunder shall
be addressed to Client and to Lockton at their addresses set forth in the
preamble hereof.
D. This Agreement shall be governed for all purposes by the laws of the state
of Florida. Venue for any dispute will be in Indian River County, and if
jurisdiction is in Federal Court, the Southern District of Florida.
E. Nothing herein shall constitute a waiver of the Client's sovereign immunity.
VII. Public Records Compliance
A.
Indian River County is a public agency subject to Chapter 119, Florida
Statutes. The Contractor shall comply with Florida's Public Records
Law. Specifically, the Contractor shall:
Keep and maintain public records required by the County to perform the service.
Upon request from the County's Custodian of Public Records, provide the County
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with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided
in Chapter 119 or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
contractor does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records
required by the County to perform the service. If the Contractor transfers all
public records to the County upon completion of the contract, the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the contractor keeps and
maintains public records upon completion of the contract, the Contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the County, upon request from the Custodian
of Public Records, m a format that is compatible with the information technology
systems of the County.
13. IF THE CONTRACTOR HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
(772) 226-1424
publicrecordsaircgov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material
breach of this Agreement.
In witness whereof, the parties hereto have executed the Agreement in duplicate intending each
copy to serve as an original as of the day and year first written above.
SOUTHEAST SERIES OF LOCKTON COMPANIES, LLC
BY:
Mike Meredith, Executive Vice President
DATE: ?//SI/ 7
INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS
BY:
0
d
an, Joseph E. Flesche
of County Commissioneis
to
: I
..... .
ATTEST: Jeffrey R. Smith, Clerle.o.G.7.a.:our-c
and Comptroller
BY:
6
DA 1E: Au9-0.9_t ,15, 2017
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
BY,YLAN REINGOLD
COUNTY ATTORNEY
1
Jason E. Brown
unty Administrator
Addendum A- Consulting Agreement Services
Standard Services
Typical Frequency
Cost
Health and Welfare Program Assessment and Strategic Planning
Conduct Health and Welfare Program Assessment to establish short- and long-term benefit plan
objectives, including benefits offered, plan design, employee/employer cost sharing, role of
voluntary benefits, etc.
• Review possible future program modifications and financial impact to complement the Client's
objectives
o Develop and monitor strategic plan, with emphasis on benefits offered, plan design, total cost, and
employee contributions
• Analyze relevant normative data to ensure the Client is within its desired range
Renewal and Marketing
Coordinate renewal activities with all carriers/administrators
Quantify financial impact of renewal; negotiate variance between renewal and Lockton projections
Prepare and present detailed renewal report, including Lockton recommendations
Prepare and distribute Request for Proposal if marketing is necessary
Direct and coordinate marketing process and carrier data requests
Prepare and present Marketing Report, detailing current and proposed costs, provider networks,
service capabilities, plan designs, vendor evaluations, etc.
• Prepare and submit Executive Summary of final recommendations, including marginal cost analysis
associated with program changes and/or price changes
Claims Experience/Financial Analysis
• Prepare paid claims analysis, detailing paid claims, projected claims, plan enrollment, and large
claimants; including monthly and quarterly claims reporting with weekly high and emerging claims
reporting
Prepare preliminary renewal projection based on claims analysis
Prepare claims management report, detailing claims paid by type of service, diagnostic category, in -
vs. out -of -network, brand drug vs. generic drug utilization, etc. (based on carrier reporting
capabilities)
• Analyze claims history to determine most appropriate method of medical and/or dental financing
(e.g. fully insured, self-insured, minimum premium, etc.)
Health Risk Management Services
• Develop wellness/intervention and disease management program to help mitigate future claims with
assistance from Lockton's Medical Director and Director of Health Risk Management
• Identify claims trends with Lockton's physician guidance
Annually
Annually
Annually
Annually
Annually
Annually
Annually
As needed
As needed
As needed
As needed
Monthly
Semi-annually
Annually
Annually
As needed
Annually
Included in fee
Included in fee
Included in fee
Included in fee
Included in
Included in
Included in
Included in
Included in
Included in
fee
fee
fee
fee
fee
fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Lockton services included in
fee; outside services, if
needed, provided at Lockton
preferred vendor cost
Included in fee
Addendum A- Consulting Agreement Services
Standard Services
• Interact with carrier or outsourced disease management firm using InfoLock claims analytics tool
when available to aggressively pursue identified high-risk claimants
Monitor Health Risk Management program results to ensure objectives are met; modify as
appropriate
Compliance Services
• Access to Lockton's in-house Compliance Department for assistance with:
ERISA and state insurance law; COBRA and HIPAA; Title VII, FMLA, and USERRA; Tax Code
welfare; Tax Code retirement
Legislation affecting benefit program
ERISA requirements via "ERISA Calendar"
Document preparation and review
Compliance audits and reporting
• Other services include online seminars and workshops, compliance newsletters, and
newsflashes/alerts delivered via e-mail
Coordinate gathering of Schedule A reports to facilitate preparation of Form 5500, if applicable
• Prepare signature -ready Form 5500, if applicable
Actuarial Services
Provide comprehensive actuarial services, including:
IBNR reserve certification for Medical, RX, and Dental
Actuarial valuation of benefit plan design changes
Comparison of provider network reimbursement levels by network
Medicare Part D actuarial attestation
Medicare Part D claims submission
COBRA rate certification
Analysis of funding options (fully insured vs. self-insured)
Detailed analysis of claims data to identify problem areas, estimate impact of plan changes,
project enrollment for multi -option plans, etc.
• F.S. 112.08 filing with the FL Office of Insurance Regulation (OIR)
• GASB 45 / FAS 106 Analysis
o Stop loss analysis; including,
t. Analysis of the difference in risk between various stop loss levels
Estimate of expected number and dollar of claims above the specific stop loss deductible
Typical Frequency
As needed
As needed
Daily
Daily
Annually and updates
As needed
As needed
Timely
Annually
Annually
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
Cost
Lockton services included in
fee; outside services, if
needed, provided at Lockton
preferred vendor cost
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
L
LOOKT
Addendum A- Consulting Agreement Services
tandard Services Typical Frequency, Cost
: Probability that aggregate claims will exceed various levels
• Multi -option plan modeling, including cost projections, employee contribution strategies, and
enrollment migration estimates
Human Resources Consulting Services
• Access to Lockton's HR Consultant for assistance with the following:
Benefits and compensation
Compliance and employment law
HR management
HR technology / Outsourcing Services
Mergers and acquisition integration
Organization change management and development
Outsourcing
Performance management
Policies, standard operating procedures, and handbook development
Recruitment and retention
Training and development
Employee Communication and Implementation Activities
• Develop basic written and visual employee communication materials (i.e., overview, overheads,
bulletins, etc.)
• Coordinate and participate in annual enrollment process
• Manage carrier participation in annual enrollment process
Develop periodic benefit -related newsletter articles
• Coordinate preparation of annual benefit statements
• Develop and administer online employee survey
Routine Service
• Provide assistance in resolving carrier service issues (i.e., claims, billing, etc.)
Unlimited availability to assist with various human resource issues, including benefit- and legal -
related concerns
• Coordinate and attend service meetings with the Client, Lockton, and select carrier representatives
: Coordinate research on benefit -related legal issues with Compliance team
• Review plan documents, summary plan descriptions, contracts, and other benefit -related documents
Optional Services
• Develop customized employee communication materials
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
As needed
Annually
Annually
Annually
As needed
As needed
As needed
Daily
Daily
Quarterly
As needed
As needed
As needed
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Additional cost—TBD
Additional cost—TBD
Included in fee
Included in fee
Included in fee
Included in fee
Included in fee
Additional cost—TBD
Standard Services
Optional Services Continued
• Implement Web -based benefit communication system/enrollment syste
Addendum A- Consulting Agreement Services
Typical Frequency Cost
Prepare annual benefit statements
Technology & Outsourcing Services
• Provide situational analysis of current HR, Payroll, Benefits, and/or Time technology & processes
and review of current contract(s)
o Facilitate vendor selection process for HR, Payroll, Benefits, and/or Time technology and services
• Provide implementation oversight to HR, Payroll, Benefits, and/or Time technology implementation
projects
• Provide ongoing governance of HR, Payroll, Benefits, and/or Time technology contracts/service level
agreements
*Technology and Outsourcing — Preliminary 20 hours provided at no cost
Annually
Annually
As needed
As needed
As needed
As needed
Additional cost—TBD
Additional cost—TBD
Additional cost—TBD*
Additional cost—TBD*
Additional cost—TBD*
Additional cost—TBD*