Fillable Printable CONSULTING AGREEMENT - Champaign County, Illinois
Fillable Printable CONSULTING AGREEMENT - Champaign County, Illinois
CONSULTING AGREEMENT - Champaign County, Illinois
CONSULTING
AGREEMENT
This Consulting Agreement (this "Agreement")
is
made between Gallagher Benefit Services , Inc.,
a Delaware corporation
("GBS") , and Champaign County (the "Client").
The Client wishes to enter into a consulting relationship with GBS with the leons and conditions set forth
in this Agreement,
an
d GBS is willing to accept such a consulting relationship.
In
consideration
of
and in reliance upon the previous paragraph and the terms and conditions contained in
this Agreement, the
Client and GBS agree as follows:
1.
Engagement
The Client engages GBS as an employee benefits consultant as stated in this Agreement and GBS
accepts this engagement. During the time that GBS is performing services for the C
li
ent under this
Agreement, and for all purposes outlined
in this document , GBS' status will be that
of
an independent
contractor
of
the Client.
2.
Term
and
Termination
The Effective Date
of
this Agreement is
Apr
il
I, 2013. The term
of
GBS' engagement under this
Agreement (the "Consulting Period") will begin as
of
the Effective Date and will remain
in
effect for
twelve (12) months from the Effective Dale, with options for two additional renewal years. The client
shall have the option
of
renewing the relationship for up to two additional one·year terms , renewable
one
term
at
a time. The Client's decision to renew shall
be
provided to GBS
at
least ninety (90) days
prior to the tennination
of
the then current term. to allow the parties the opportunity to negotiate a fee for
the renewal term.
Either party may tenninate this Agreement by giving the other party
at
least thirty (30) days written notice
of
its intent to terminate .
In
the event such termination is effective during the Consu lting Period
(including any renewed Consulting Period), Client shall be responsible to GBS
fo
r any services
performed prior to the date oftennination and
GBS sha
ll
be responsible to Client to continue
to
provide
services
in
connection with the coverages placed with the carriers
li
sted
in
Section 4 below until the date
oftemlination
of
this Agreement.
3.
Services
GBS will provide employee benefits management consulting services to the Clien t and consult
with its employees, representatives, agents and contractors as to such matters
as
more fully described
in
Exhibit A attached to this Agreement and
in
corporated herein. GBS will perfonn other services as the
Client and
GaS
mutually agree in writin
g.
4.
Compensation
Subject to
an
y
changes
as
may
be
mutually
agreed
by
the
parties, GBS will receive , as
compensation for its services under this Agreement, an initial fee
in
the amount
of
$50,000.00 for services
rendered from the Effective Date
of
this agreement through March 31,2014.
In the event an insurance company cancels or refuses
to
renew an insurance coverage that had been
placed by
GBS,
on
behalf
of
the Client, GBS will use its best efforts to obtain appropriate replaceme
nt
coverage from another insurance company.
GBS Consulting Agreement
Page
1
of8
(a)
GBS
Is
No
t a
Fiduc
iary
Under
ERISA. To the extent that
one
or more
of
the Client's
employee
benefit
plans are s
ubject
to
the
Emp
lo
yee
Retirement
Income
Securit
y Act, as a
mended
(ERlSA) and
in
spite
of
any
other
provision
of
this Agreement to the contrary, the partie s
agr
ee
and
acknowledge that:
(i)
GBS' services under this Agreement are not intended
in
any w
ay
to impose on GBS or any of
it
s affiliates a fiduciary status under the Employee Relirement
In
come Security Act
of
1974 , as amended
("E
RISA
It
) ; and
(ii)this Agreement does not provide
GBS, and the Client
wi
ll not cause or permit GBS to assume,
without prior written consent
of
GBS, any:
(A) di
scre
ti
o
nar
y
authority
or
discretio
nar
y control respecting
management
of
an y
"empl oyee benefit plan " within the meaning
of
Section 3(3)
of
E
RJ
SA (an
"ERISA
Plan''),
(B)
authority or co ntrol respect
in
g management or disposition
of
the assets of any E
RI
SA
Plan,
or
(C) discretionary authority
or
discretionary responsibility in the administration of any
ERISA Plan.
(b)
Reliance
. In
the
performance
of
its
dutie
s,
GBS
ma
y
re
ly
upon
,
and
will
have
no
obligation to independently ve
rif
y the accuracy, completeness , or authenticity
of
, any written
in
stru
ct
ions
or infonnat'ion provided to
GBS by the C
li
em or
it
s de signated repre sentatives and reasonably believed by
GBS
to
be genuine and authorized
by
the Client.
(e)
No
Pr
ac
tic
e
of
Law.
GBS
will not
be
obligated
to
perform
,
and
the
Client
will
not
request perfonnan
ce
of
, any servi ces which may
co
nstitute unauthorized pra
ct
i
ce
of
la
w.
The
Client will
be solely responsible for obtaining any legal advice, review or opinion as may be necessary to ensure that
its own conduct and operations, including the engagement
of
GBS und
er
the scope and tenus as provided
her
ein,
confonn
in all respects with applica
bl
e State and Federal laws and regulations (including ERISA,
th
e Imema! Revenue Code, State and securities laws and implementing regulations) and, to the extent that
the Client has foreign operation
s,
any applicable foreign laws and regulations.
(d) S
ubcontra
cto
r
s.
GBS may
cause
anothe r person or emiry, as a subcontract
or
of
GBS, to
provide some
or
all
of
the services required to be perfonued
by
GBS hereunder.
(e)
Con
fli
ct
of
Int
erest. GBS'
engageme
nt
und
er this
Ag
reement will not prevent it from
taking
s
imilar
e
nga
ge
ment
s
with
other
clients
who
may
be
competitors
of
the
Client.
GBS will,
nevertheless,
exercise
care
and diligen
ce
to prevent
any
actions
or
conditions whi ch co
uld
result in a
con nict
wi
th
C
li
ent's
be
st interest.
(f)
Ac
kn
ow
led
ge
m
ents.
In
co
nnection with GBS'
services
under
this
Agreement
, C
li
ent
agre es
Ihat:
@
Although
GBS
will a
ppl
y its
profe
ss
ional
judgm
ent
to
acce
ss
those
ins
ur
ance
co
mp
anies it believes
are
be
st suited to ins
ure
the Client's
ri
s
ks
, there can be no
assurance that the insuranc e compa nies
GBS has accesse d are the only
or
are the be st suited ones
to
in
s
ure
the Client's risks.
GBS Cons
ulting
Agreement
4-2006
Page 2
of8
(ii) Any compensation of the types described above and disclosed
to
it does
not constitute a co nflict
of
interest and the Client expre
ss
ly waives any claims alleging any such
connict
of
interes
t.
(iii) The final decision to choose any insurance Clie nt has been made by the
Client in its
sa
le and absolute disc r
et
ion.
The
Client understands and agrees that GBS does not
take
ri
sk, and that GBS does not guarantee the financial solvency
or
security of any
in
suran
ce
company.
(iv)
The
compensation
pa
yable to GBS is solely for th e services set forth
under this Agreement, including Exhibit A. Any additional admini strative, claims representative
or othe r serv ices (collectively,
ttA
dditional Services") will be governed by the tenn s
of
a separate
agreement covering the Addi tional
Services.
(v)
The
Cli ent is r
esponsib
le for
immediate
payment
of
GBS'
fees
(if
applicable) and payment
of
premiums for all insurance placed by GBS on Client's behalf
If
any
amount is not paid
in
full when due, including premium payments to insurance co mpanies, that
nonpa
yme
nt
will
const
itute a
mat
er
ial
br
eac
h
of
this
Agree
ment
that
will
allow
GBS to
immediately tenninate this Agreement, at its option,
wi
th
out notice to the C
li
ent, and may allow a
in
sur ance company for the C
li
ent's risks
to
cancel any applicable policies in accordance with
th
e
t
enns
of
such policie
s.
5.
Confidelltiality
(a) Cl
ient
In
formation.
GBS
recognizes
that
ce
rtain
confidential
inf
o
rmati
on
ma
y
be
furnished by the Client to GBS in connection with
it
s services pursua
nt
to this Agreement ("Confidentia l
ln
fo
nn
atio
ntt
).
GBS agrees that it will disclose Confide ntial
In
formati
on
on
ly to those who, in GBS'
reasona ble determination, have a need to know such informatio n. Confidential
Inf
ormation will not
include infonnation that (i) is in the possession
ofGBS
prior to
it
s receipt
of
such
inf
o
nn
ation from the
Client, (ii) is
or
becomes publicly available other than as a re sult of a breac h
of
this Agreement by GBS,
or (iii)
is
or can be independently ac quired or
de
veloped by GBS without violating any of its obligations
under this
Ag
r
ee
ment. However, disclosure by
GBS
of
any
Co
nfident
iallnfonnation
pur
suant to the
te
nn
s of a valid and effective subpoena or order issued by a cou
rt
of
competent jurisdiction, judi c
ial
or
administrati ve
agency
or
by a legislati
ve
bod
y
or
co
mmitt
ee
will not constitute a violation
of
this
Agreement.
(b)
HIPAA Privacy.
In
spite
of
Sec
ti
ons 6(a) above, GBS and the C
li
ent will each comply
with
an
y prohibition s, res tri ctions, limitation s,
co
nditions,
or
other requirements to the extent the y apply
to them directly
or
in
direc
tl
y pursuant
to
the Health Insurance Portability and Accou nt
ab
ility Act
of
1996
(
tt
HIPAA") and its implementing regulation
co
ncerning privacy of individually identifiable health
information as
se l forth
in45
CFR Parts 160- 164, as amended from
time
to time . Where required, the
C
li
ent, as a r
ep
resentative
of
th
e health plans and GBS will enter into a separate Business Associate
Agreeme
nt.
(c) Use of
Na
mes; Publi c Announ cements .
No
pa
rty will use,
in
any
co
mmercia l manner,
the names, logos, trademarks
or
other intellec tual property
of
the other party without its prior written
consent. Except as may
be
req
ui
red by law, no party wi
ll
issue any press releases or make any public
announcements
of
any kind regarding the relationship between the parties without the other party's prior
consent.
GBS
Consulti
ng
Agr
ee
m
en
t
4-2006
Pa
ge
3 o
f8
6. Indemnification
(a) GBS agrees
to
indemnif
y,
defend, protect, save, and keep harmless Client from any and
all loss, cost, damage, or exposure arising from the negligent acts
or
omissions
ofGBS.
(b) Client agrees
to
indemnify, defend, protect, save, and keep hannless GBS, its affi
li
ates
and subsidiaries, from any and a
ll
loss, cost, damag e, or expense from:
(i) any financial obligation to pay
pr
emium s
to
any insurer, excess insurer,
or
reinsurer ;
(ii) the le
ga
li
ty
or
validity
of
the operations, organization, or structure
of
Client;
and
(iii)the n
eg
li
gent
acts
or
omissions
of
Client.
7 Notices
Any notices, requests and other communications pursuant to thi s Agreeme nt will be in writing
and will be deemed to have been duly given,
if
delivered in person or by courier, telegraphed, or by
facsimile transmission (provided that the sender received electro
ni
c continnation
of
receipt by
re
ci
pient)
or sen! by express, registered or certi
fi
ed mail, postage prepaid, addressed as follows:
If
to
the Client: Champaign Cou
nt
y
1776
E.
Washington
Champaign, IL
61
802
Attention: Debra
Bu
sey
2
17
.384.3896
If
to
GBS: Gallagher Benefit Services, lnc.
1
01
S. Main Street, Sle. 200
Decatur,
lL
62523
Atte
nti
on: John Malachowski
Fax:
217.223.3332
Either party may, by written notice
to
the other , change
th
e address to which notices to such party are
to
be de
li
vered or mailed.
8 Miscellalleolls
(a) Severability. The various
pr
ovisions and subpro visions
of
this Agreement are severable
and
if
any provision
or
subprovision or pa
rt
thereof is held
to
be unenforceable by any
co
urt of competent
jur
isdiction , then such enforceabi
li
ty will not affect the validity
or
enforceability
of
th
e remaining
provisions
or
subprovisions
or
paris thereof
in
this Agreement.
(b) Entire Agreement; Amendment. This Agr
eeme
nt,
includin
g all ex
hibit
s
her
eto,
cons
titutes
the
entire
agreement
between
the
parties
and
su
per
se
d
es
all
prior
agreements
and
understandin
gs
, whether oral or written, between the parties regarding the subject matter hereof. This
Agreeme
nt
may be modified or amended only by a written instrument executed by both parties.
GBS
Consu
ltin
g
Agree
me
nt
4-2006
Page 4
of8
(c) Governing Law., Rule
of
Construction. This Agreement will be construed, interpreted
and enforced in accordance with the laws
of
the State
of[state
where Client is located] without giving
effect to the choice
of
law principles thereof
or
any canon, custom or rule
of
law requiring construction
against the drafter.
(d)
Successors. This Agreement shall be binding upon and shall inure to the benefit
of
a
ll
assigns, transferees and successors in the interest
of
the parties hereto.
(e)
Countemarts. This Agreement may be executed by the parties in several counterparts,
each
of
which shal l be deemed to be an original copy.
(f)
Survival
of
Provisions. Sections 2,
4,
6 and 7 will survive
the
tennination
of
this
Agreement.
[The
remainder
of
this
page
intentionally left blank.
The
parties' signatures
appear
on
the
following
page
.]
GBS Consulting Agreement
4-2006
Page 5
eta
IN
WITNESS WHEREOF, the parties hereto have caused
this
Consulting Agreement
to
be duly ex
ec
uted on
the
date
first
written
above.
COUNTY
OF
CHAMPAIGN
BY
:
_____
~-I"
·
~
,
~
------
Name:
M"""""
Kv
I"
Th
Title: County Board Chair
GALLAGHER
BENEFIT
SERVICES
, INC.
:~e
:
~::
I
a
~::~
Title:
Vi
ce
Pre
sident, Client Development
GBS Consulting A
gree
ment 4-2006
Page 6 ofB
RENEWAL
ANALYS
IS,
EXHmIT A
SCOPE OF SERVICES
•
Review
and
eval
uat
e carri
er
projections
• Create financial modeling reports using proprietary Apex software
•
Coo
rdinate
carrier
negotiations
•
Create
emp
l
oyee
contribution
modeling
reports
• Review identified benchmarks
of
projected plan costs
• Develop "working" rates for Client analysis and approval
•
Assist
with
budget
projections
•
Pro
vide renewal alternatives with cost impact
of
benefit
plan ch
anges
PERIODIC
PLAN
FINANCIAL
REPORTS,
(FREQUENCY
1D
BE
MUTUALLY
AGREED
UPON)
•
Summary
of
plan
costs
• Analysis
of
actual vs. budget
•
Emp
l
oyee
contributions
• Large
claims
tracking
• Utili
zat
ion
review
• Compar ison to prior claim period
•
Plan
trends
ANNUAL
FINANCIAL
REPORTS
(END
OF
YEAR
ACCOUNTING)
,
• Executive summary
of
program expenses
• Comparison
of
current costs to renewal costs
• Future plan costs projections
• Dollars saved by contract negotiation
• Percent of benefit dollars paid by employee
LEGISLATIVE
AND
CORPORATE
COMPLIANCE
SUPPORT,
• Provide legislative update s,
in
cluding Technical Bulletins and Directions new sletters
• Evaluate plan de sign to assist with compliance wi
th
state and federal regulations
• Co nduct periodic seminars on regulatory issues
• Assist with the review and eva
lu
ation
of
COBRA and HIP AA compliance procedures
• Provide general information and guidance
to
assist with compliance w
ith
ERISA, FMLA,
USERRA, Medicare Part 0 and other Federal legislation that directly affects the administration
of
plan benefits
• Provide template or sample compliance
no
tices, certificates
of
creditable coverage
and
enrollment forms as rea
so
nably requested by Client
CARRIER
MARKETING
AND
NEGOTlA
TIONS
,
AS
DIRECTED
BY
CLIENT
• Work with C
li
e
nt
to
develop a strategy
to
identify goals, analyze program costs
and
review both
current and alternative funding arrangements
• Manage the renewal process with the current carrier
to
control costs
• Implement carri
er
renewal strategies with C
li
ent
• Manage
RFP
development that tailors the
RFP
to
the desires, needs
and
financial directions
p
ro
v
id
ed by Client
• Explore alternative funding solutions
GBS Consulting Agreement 4-2006
P
age70fS
• Evaluate vendor responses
to
track variations
in
coverage and costs
as
they are identified
• Conduct fmalist interviews, when appropriate
10
investigate and document intangibles such
as
personalities, service orienta
ti
on
and responsiveness
• Draft renewal analysis report, based on
ren
ewal negotiation, covers program and claims cost
projections as well
as
complete infonnation on benefit designs
• Facilitate decision process by coordinating close collaborati
on
and discussions among
th
e GBS
team and Client
DAYTQDAY
ADMINISTRATIVE
ASSISTANCE
• Assist County employees in settling claims or grievances relating
to
insurance benefit issues.
EMPLOYEE
EDUCAT
I
ON
PROORAMS:
• MOnlhly benefit communication directed
to
employees
COMMUNICA
nON
MATERIALS:
• Assist with the drafting and distribution
of
participant Satis
fa
ction SUlveys,
if
detennined
appropriate by client
• Assist with the drafting and distribution
of
Open Enrollment-New Member Orientation
summary information and any other comm
uni
cations pertaining
to
the health and welfare
program
• Provide annual open enrollment guidance and employee meeting materials, includ
in
g
coordinating a
nd
participating in ope n enrollment meetings
• Connecl2MyBenefits Website Employee Communication Portal
BENEFIT
ADMINISTRA
nON
ASSESSMENT:
• Periodic evaluation
of
internal plan enrollment and benefit tennination processes
• Review, coordinate and implement Client agreed upon plan "best practices"
to
help limit plan
liability and increase participant satisfaction
MARKET
BENCHMARKING
STUDIES:
•
Industry
Surveys
BENEFIT
PLAN
DESIGN (OR
REDESIGN):
• Help Client identify business and
HR
objectives
th
at impact benefits
• Review with C
li
ent po ssible benefit strategies
to
meet their objectives
• Help Client evaluate/review current scope
of
benefits package - e.g., types & levels
of
coverage
• Work with C
li
ent
to
develop funding and contribution strategies
• Assist with budget projections for design alternatives
GBS
Cons
ulting
Agreement
Page
8
or8
