EMPLOYEE BENEFITS INSURANCE CONSULTING SERVICES AGREEMENT

EMPLOYEE BENEFITS INSURANCE CONSULTING SERVICES AGREEMENT This EMPLOYEE BENEFITS INSURANCE CONSULTING SERVICES AGREEMENT (hereinafter the Agreement ), is made and entered into this day of, 2017, by and between Henry County, Georgia (the County ) and (the Broker/Consultant ) WHEREAS, the County employs approximately 1,500 employees who are eligible for County benefits; WHEREAS, the County offers the following insurance benefits to qualified employees: medical, dental; vision; short term disability; long term disability; group and voluntary basic life and accidental death and dismemberment (AD&D) term insurance; flex spending accounts for healthcare and dependent care; an employee assistance program (EAP); pension program, and various ancillary benefits programs as agreed; and WHEREAS, Henry County s annual benefits open enrollment currently takes place in late April/early May and the benefits policy plan year currently run June 1 st May 31 st, with a benefits enrollment of approximately 1,500 employees plus their dependents; and WHEREAS, the Broker/Consultant is licensed to provide insurance brokerage services in the State of Georgia and is qualified to offer consulting services to assist the County in identifying and obtaining appropriate insurance related benefits to its qualified employees; and WHEREAS, the County desires to name the Broker/Consultant as its Broker/Consultant of Record with respect to the following insurance products acquired by the County for the term commencing 6/1/2017 and ending 05/31/2018: Medical Insurance: Blue Cross Blue Shield and Kaiser Dental Insurance: Blue Cross Blue Shield Vision Insurance: Blue View Vision EyeMed Network Flexible Spending Accounts, Medical and Dependent Daycare: MedCom Basic Group Life Insurance: Voya Employee Group Supplemental Life and AD&D: Voya Spouse Group Life and AD&D: Voya Child(ren) Group: Voya Short-Term Disability Plan: Cigna Long-Term Disability Plan: Cigna Employee Assistance Program: Blue Cross Blue Shield Group Critical Illness: Aflac Cancer Insurance: Aflac Accidental Insurance: Aflac Individual Whole Life Insurance: Unum WHEREAS, Broker/Consultant desires to serve as Broker/Consultant of Record and to perform such other services as are set forth herein for the benefit of the County; Page 1 of 10

NOW THEREFORE, for and in consideration of the mutual covenants and promises set forth herein, the parties agree as follows: 1. Broker/Consultant of Record. Broker/Consultant is hereby named and appointed as the County s Broker/Consultant of Record with respect to the following insurance products: Medical Insurance: Blue Cross Blue Shield and Kaiser Dental Insurance: Blue Cross Blue Shield Vision Insurance: Blue View Vision EyeMed Network Flexible Spending Accounts, Medical and Dependent Daycare: MedCom Basic Group Life Insurance: Voya Employee Group Supplemental Life and AD&D: Voya Spouse Group Life and AD&D: Voya Child(ren) Group: Voya Short-Term Disability Plan: Cigna Long-Term Disability Plan: Cigna Employee Assistance Program: Blue Cross Blue Shield Group Critical Illness: Aflac Cancer Insurance: Aflac Accidental Insurance: Aflac Individual Whole Life Insurance: Unum 2. Services of Broker/Consultant. In addition to serving as Broker/Consultant of designation or as Broker/Consultant of Record, Broker/Consultant agrees to provide to and for the benefit of the County, the following services: a. Consulting and support services for the County's current and future employee benefits, including group medical (including prescription coverage), dental, vision, life, accidental death and dismemberment, short and long-term disability, employee assistance program (EAP), retiree services, FSA and HRA services, and COBRA coverage, and various ancillary benefit programs as agreed; and b. Identification, creation and implementation of creative, innovative approaches, with a proven track record, that allows the County to maintain quality programs and contain or reduce costs and provide guidance and advice within the parameters of the Affordable Care Act and other requirements or professional benefits standards and regulations; c. Provision of services related to the acquisition, implementation, maintenance, communication and improvement of the County's employee insurance program including, but not limited to, the following: i. Analysis and Reporting 1. Analyze existing coverage and identify or develop cost-saving alternative benefit strategies and plans. 2. Lead in the development of long-range goals and strategies, including making projections of potential savings. Page 2 of 10

3. Provide analysis and recommendations based on utilization and performance, trends, statistical and/or financial reports, and plan specific data. 4. Lead the County s effort in monitoring and analyzing experience trends and providing timely alerts on changing patterns and appropriate recommendations. 5. Provide, maintain and update comparison reports of other public and private employers benefit plan offerings and costs to determine their competitiveness with the County's programs. 6. Prepare Total Compensation Statements for County employees each benefits plan year. 7. Provide and deliver to the County written financial performance reviews, analysis trends and recommendations for self-funded vs. fully insured plans and programs, at least quarterly, in conjunction with plan utilization reviews. 8. Be available as needed to provide various types of reports such as cost analysis for benefit changes and other statistical, financial, forecasting, trend or experience reports. 9. Prepare and present reports on trends, new products and audits at least twice during the benefits year. 10. Regularly monitor and evaluate performance measures and guarantees for providers. 11. Maintain full and accurate records with respect to all matters and services provided on behalf of the County's benefit plans and programs. 12. Provide County staff or officials all spreadsheets, assumptions, RFP s and calculations upon completion of all projects and proposal solicitations performed on behalf of the County for benefit plans and programs. ii. Liaison and Problem Intervention 1. Act as liaison as required between the County s Human Resources benefit and leadership staff and benefit providers, and report all concerns and matters of escalating importance to the Director of Human Resources. 2. Provide day-to-day consultation on plan interpretation and problem resolution including but not limited to: Explanation of plans, assisting employees/retirees with selecting plans that meet their needs, and transitioning retirees from early retiree plans to Medicare-coordinated plans. 3. Provide timely and efficient customer service and assistance to staff, employees, vendors and retirees with issues involving provider billing, claims, vendor service issues/problems, advocacy for services, disputes, interpretation of contracts and services, changes and general plan information and troubleshooting. Page 3 of 10

4. Attend and facilitate as needed orientation and meetings with County staff, employees, vendors and/or retirees to ensure effective execution of the County s employee benefits program. 5. Act as an advocate in appeal or court processes between the County and providers on unresolved issues as needed. 6. Provide advice when needed to enforce County, employee, retiree or dependents' rights. 7. Lead the County in proactive mitigation of negative impacts or disruption of services to employees and retirees from benefit and/or provider network changes. iii. Compliance 1. Maintain responsibility for ongoing plan administration and ensuring that programs are in compliance with State and Federal legislation and plan requirements. 2. Provide on-site training to County staff on a semi-annual basis or more frequently as needed, regarding plan or market changes, regulatory updates and/or best practice seminars for the effective administration of the County s benefits program. 3. Review, advise and disseminate information to staff on new or revised State and Federal legislation that impacts benefits programs. 4. Facilitate and work with County staff on annual audit and ACA reporting requirements to ensure compliance with all mandated reporting and posting/notice requirements for benefit plans. 5. Develop communication materials and tools for conducting periodic dependent verification audits and other audits as determined necessary. iv. Annual Renewal Process and Evaluation 1. Establish a strategy for benefits annually and in the future. Consider trends, prospective legislation, new delivery systems and geographic health-care practices to make long-term projections. 2. Review and make cost-saving recommendations regarding the modification of plan designs, benefit levels, premiums, communications and quality of current employee and retiree benefit plans. 3. Recommend appropriate premium rates and rate structures and reserves to maintain the viability of the plans and ensure that quality and cost-effective benefits are provided through each plan. 4. Provide annual estimates of renewal rates and cost trends and assist County staff in budget preparation. 5. Conduct thorough and applicable market research and provide to staff for review, in preparation for contract renewals. Page 4 of 10

6. Provide representation on behalf of the County in all negotiations with providers on various topics, including but not limited to premiums, benefit levels and plan design, performance measures and guarantees, contractual terms and conditions, and quality assurance standards. 7. Make recommendations for items of negotiation with providers, including, but not limited to, benefit levels and plan design, premiums, quality of service, performance measures and guarantees, and return on investment where applicable. 8. Prepare specifications and compile data, obtain quotes and proposals, negotiate rates and analyze and compare proposals, for presentation to County leadership for review. 9. Review rate proposals to ensure underlying assumptions are appropriate and accurate as related to the County. 10. Provide accurate and effective communication and support for the annual open enrollment period, new benefit offerings and/or changes to the existing benefits offerings. 11. Participate in and facilitate coordination of bi-weekly orientation, Benefits Fairs, Health Fairs, Open Enrollment process, benefits enrollment reconciliation, and ACA reporting process execution, including providing ongoing technical support. v. Other Service Requirements 1. Provide staff support to facilitate and implement the employee wellness program, to improve employee health overall and reduce employee and retiree health-care costs, both in the short and longterm. 2. Develop and/or purchase at no additional charge to the County technologies/systems to administer and support the FSA and HRA programs, on-line enrollments, employee changes and education, employees/retirees self-enrollment and self-management of benefits, and to relieve related administrative demands on County staff. 3. Provide support to the Retiree Administration Program, Medicare Advantage program and related services as needed. 4. Provide and facilitate ongoing COBRA administration Program including COBRA premium payments, FSA and HRA program set-up and execution. 5. Recommend and help develop enhancements and improvements for communication specific to the needs of County's employees and retirees, including but not limited to brochures, pamphlets, comparison charts, summaries, electronic communication, forms, employee handbooks and employee orientation. 6. Provide timely and accurate research and responses to technical questions posed by County staff. Page 5 of 10

7. Provide regular and timely communications and support as needed for the effective administration of benefit plans, including newsletters, training, quarterly utilization meetings for leadership, and semi-annual utilization meetings for non-management staff. 8. Provide guidance and recommendations on items such as, but not limited to, trends in benefits plans, methods for improving cost containment, financial arrangements and administration. 9. Facilitate and provide access to benefit-related survey processes and information. 10. Develop additional benefits communications specific to the needs of the County's employees and retirees. 11. Attend and provide needed assistance in meetings with the County Board of Commissioners, County staff and other meetings as required. 12. Recommend consultant-sponsored seminars, benefits events and educational forums that would be beneficial to the County and/or County staff. 13. Develop, facilitate and evaluate employee and retiree needs and satisfaction surveys. 14. Work collaboratively with other Consultants as well as County staff, and manage plan transitions as necessary. 15. Review and evaluate current administrative processes related to enrollment and billing. Recommend and assist with implementation of administrative process enhancements as needed. 3. Broker/Consultant s Covenants, Representations and Warranties. Broker/Consultant covenants, represents and warrants, that upon execution hereof and at all times during the term of this Agreement, Broker/Consultant does and shall meet and each and every of the of Minimum Qualifications set forth below: a. Qualifications of the Firm i. At least ten (10) consecutive years of experience in Georgia providing consultant and benefits consulting services to public or private entities. The firm shall have provided such services to jurisdictions whose service populations are similar in size and complexity to the County's. ii. Must be legally authorized to do business in the State of Georgia and shall meet all licensing and other requirements imposed by State and Federal laws and regulations. iii. Must have experienced management staff, possessing comprehensive knowledge of benefit administration pertaining to public employers. iv. Must possess knowledge of applicable laws, regulations and codes and shall be familiar with local conditions and trends relating to group insurance in Georgia. b. Qualifications of the Staff and Affiliated Partners Page 6 of 10

i. Each staff member assigned to the County's account shall have: 1. Significant benefit administration and client management experience and credentials documenting professional experience, employment history and education. 2. Experience in maintaining a high level of quality communication with clients, employees/retirees and vendors. c. Additional Covenants, Representations and Warranties. Broker/Consultant further warrants and represents that it shall, upon request from the County, prove the County each of the items listed hereinbelow: i. Profile: The firm's financial stability and resources, disclose any lawsuit or litigation and the result of that action resulting from: (a) any project undertaken by the proposer or by its subcontractors or affiliates where litigation is still pending or has occurred within the last ten (10) years; or (b) any type of project where claims or settlements were paid by the proposer or its insurers within the last ten (10) years. ii. Qualifications of the Firm: A firm and an account team client list from the past five (5) years, including any and all public entity client accounts, and a description of pertinent insurance programs negotiated for those entities; the number of covered employees/retirees for each client; the time period services have been provided to each account; the total project cost and fee amounts; and a brief statement of the firm's adherence to the schedule and budget for each project, including account contacts or other individuals who may be contacted by the County for references if desired. iii. Project Staffing and Organizational Structure: A list of the key individuals who will be assigned to the account, their qualifications and disciplines, including their resumes, including a complete description of the organizational structure of the company and the method by which work is accomplished. Include an organizational chart with description of duties of the proposed account team members. 4. County s Covenants. In consideration for the services, covenants, representations and warranties of Broker/Consultant as set forth in this Agreement, the designated Providers shall pay Broker/Consultant Commissions as agreed per resolution #17-144 during the term hereof. Such Commissions shall be paid as designated in Resolution #17-144 and continuing until the expiration of the term of this Agreement or until this Agreement is terminated by either of the parties. 5. Term. a. This Agreement shall remain in effect for a term of one (1) year commencing on Page 7 of 10

the date first written above, unless sooner terminated as hereinafter provided, or unless extended by written agreement of the parties. b. This Agreement may be terminated by either party, with or without cause, upon thirty (30) days prior written notice to the other; provided that if Broker/Consultant terminates this Agreement, Broker/Consultant shall, in accordance with the terms and conditions hereof, nevertheless wind up in an orderly fashion assignments for the County which Broker/Consultant began prior to the date of notice of termination hereunder. c. Upon termination of this Agreement for any reason, Broker/Consultant shall be entitled to receive such compensation, if any, accrued under the terms of this Agreement, but unpaid, as of the date Broker/Consultant ceases work under this Agreement. d. Upon termination, the County may, at its sole discretion, appoint a new Broker of Record for any or all of the Insurance products set forth in Section 1 of this Agreement. 6. Independent contractor status. The parties agree that this Agreement creates an independent contractor relationship, not an employment relationship. The Broker/Consultant acknowledges and agrees that the County will not provide the Broker/Consultant with any employee benefits, including without limitation any social security, unemployment, medical, or pension payments, and that income tax withholding is Broker/Consultant s responsibility. In addition, the parties acknowledge that neither party has, or shall be deemed to have, the authority to bind the other party. Services provided anytime during the designated period shall be considered services during the designated service agreement term, independent of future consideration of services. 7. Indemnification. Notwithstanding any other term of this Agreement, Broker/Consultant shall indemnify, defend and hold harmless the County, against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys fees and other costs and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of this Agreement (including, but not limited to, actions in the form of tort, warranty, or strict liability). 8. Miscellaneous a. The Broker/Consultant shall use reasonable efforts not to use any facilities, funds, or equipment owned or administered by the County in the performance of the Services, except with prior consent of the County and in accordance with all applicable policies of the County. b. Broker/Consultant shall not use County s name or depiction, or the name, logos, trademarks, or depictions of any Commissioner, officer, director, employee, appointee, of employee of County, or any adaptation thereof, in any promotional, advertising or marketing literature, or in any other way without the prior written consent of the County and the individual, provided however that in neutral circumstances that do not imply endorsement or advocacy, or otherwise Page 8 of 10

misrepresent the terms of this Agreement or County s role, Broker/Consultant may accurately state that it is a Consultant to County, and list his or her professional degrees and titles. c. No alteration or modification of this Agreement shall be valid unless made in writing and executed by Broker/Consultant and the County. d. The Broker/Consultant and County mutually represent that to the best of their knowledge neither currently has any agreement with, or any other obligation to, any third party that conflicts with the terms of this Agreement. The parties agree that they shall not intentionally and knowingly enter into any such agreement. e. The laws of the State of Georgia shall govern this Agreement. f. The parties acknowledge that the Services are personal in nature, and that from County s perspective the specific identity of the Broker/Consultant, including its leadership, corporate culture, staff, partners, affiliates, and reputation, is material to County s choice to enter into this Agreement. Therefore the parties expressly agree that no party may assign this Agreement without the written consent of the other. g. Any notice or other communication by one party to the other hereunder shall be in writing and shall be given, and be deemed to have been given, if either hand delivered or mailed, postage prepaid, certified mail (return receipt requested), or transmitted by facsimile, addressed as follows: If to Broker/Consultant: If to the County: Henry County, Georgia Attn: County Manager 140 Henry Parkway McDonough, GA 30253 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed, under seal, the day and year first set forth above. Broker/Consultant: CORPORATE NAME The County: HENRY COUNTY, GEORGIA BY: (SEAL) NAME: TITLE: BY: (SEAL) JUNE WOOD CHAIR, BOARD OF COMMISSIONERS Page 9 of 10

ATTEST: BY: STEPHANIE BRAUN COUNTY CLERK Page 10 of 10