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HomeMy WebLinkAboutAgenda - 03-03-2015 - 7a1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: March 3, 2015 Action Agenda Item No. 7 -a SUBJECT: Approval of Broker of Record for Employee Benefits DEPARTMENT: Human Resources Department PUBLIC HEARING: (Y /N) No ATTACHMENT(S): Copy of the RFP 5208 Employee Benefits Broker Scope of Services / Fee Proposal Health Advisory Committee Guidelines INFORMATION CONTACT: Brenda Bartholomew, (919) 245 -2552 This Item is a carry - forward from the February 17, 2015 meeting cancelled due to weather. PURPOSE: To approve a Broker of Record for Orange County to assist the County with Health Insurance and other employee benefits programs based on recommendations from the Health Advisory Committee and the Manager. BACKGROUND: Orange County issued a Request for Proposals to obtain the services of a Broker of Record to consult with the County in the management of its employee benefit programs. The purpose of the Request for Proposal (RFP) was to solicit offers from qualified brokers to assist the County with strategically planning, designing and negotiating the best coverage and cost for selective employee benefit programs, which may include but are not necessarily limited to health, dental, vision, and other voluntary programs for employees and retirees. Under the direction of County Purchasing Agent David Cannell, Employee Benefits Broker RFP 5208 was issued on November 12, 2014. Responses were due by prospective vendors by December 9, 2014 and were extended one week thereafter. Four vendors responded with written proposals to the RFP, as follows: Mark III Employee Benefits (the County's current Broker of Record) Willis Group Arthur J. Gallagher & Co. SennDunn Insurance / Marsh & McLennan The four written proposals were initially reviewed on January 9, 2015 by the County's internal Health Advisory Committee, a six - member employee Committee appointed by the Manager. Following this initial review, David Cannell further facilitated Committee interviews with all four vendors on January 29, 2015. Following reviews of the written proposals and the vendor interviews, the Committee recommended to County Manager Bonnie Hammersley that Arthur J. Gallagher & Co. be selected as the Broker of Record for Orange County. Human Resources Director Brenda Bartholomew and the Manager have conducted follow -up discussions and made contact with other governmental units who are current Arthur J. Gallagher & Co. clients. Based on these discussions and reference checks, the Manager concurs with the Health Advisory Committee's recommendation. FINANCIAL IMPACT: The current Broker of Record is paid by commission directly by insurance program carriers and also paid a monthly fee by the County. This compensation equates to approximately $72,500 in commission and $23,500 in fees annually for a total of approximately $96,000 in total compensation. If Arthur J. Gallagher & Co. is selected as the County's Broker of Record, the proposed fee schedule is $112,000 in total annual compensation with the same pay structure. As such, the County would experience a cost increase of approximately $16,000 annually. RECOMMENDATION(S): The Manager recommends that the Board approve the recommendation of Arthur J. Gallagher & Co. as the County's Broker of Record for Employee Benefit programs, and authorize the Manager, pending final review by the Human Resources Director and the County Attorney, to sign the contract with Arthur J. Gallagher & Co. and to further authorize the Manager to sign any amendments or renewals thereto. Request for Broker Qualifications And Conceptual Proposals EMPLOYEE BENEFITS BROKER RFP 5208 Issue date: November 12, 2014 Response Due Date: December 9, 2014 by 5:00 PM EST I. Summary K Orange County is requesting proposals to obtain the services of a Broker of Record to consult with the County in the management of its employee benefit programs. Our leadership is looking to ensure we have financially competitive and affordable benefit programs to offer our employees and retirees. The purpose of this Request for Proposal (RFP) is to solicit offers from qualified brokers to assist the County with strategically planning, designing and negotiating the best coverage and cost for selective employee benefit programs, which may include but are not necessarily limited to health, dental, vision, and other voluntary programs. The County has approximately 900 full -time employees. Please submit eight copies (one clearly marked "original ") of your response (printed duplex on recycled paper). Also include a digital copy of your proposal two .pdf files (cost proposal and your response) with your submittal. The file names should include your company's name and can be on a memory stick or cd. Proposal must be submitted before 5:00 PM on December 9, 2014 to: David Cannell Purchasing Agent Orange County Financial & Administrative Services 200 S. Cameron Street PO Box 8181 Hillsborough, NC 27278 Late requests, regardless of the reason, will not be accepted. Following the receipt of responses, proposals will be evaluated and firms may be invited to an oral interview. The current Broker of Record has an expiration of December 31, 2014. At this time you are not authorized to approach insurers on behalf of Orange County. If it is decided upon to proceed with hiring a broker, if required, and at the appropriate time, the selected firm will be supplied with a broker of record letter. M II. Planned dates for this marketing process: Activity Target Date Qualifications and proposals received from firms. December 9, 2014 Evaluation, possible interviews Late December 2014 early January 2015 Decision /Award notification date By late January 2015 III. Qualifications 1. Orange County requires a North Carolina licensed Broker of Record who is independent and is not affiliated with any insurance company, third party administrative agency, or provider network. The Broker must demonstrate that they have the expertise, resources, capability, and experience to provide the materials and services for employers with at least 900 employees and approximately 150 pre 65 retirees. Such qualifications must be fully evident within the proposal. 2. Each Proposer shall provide a statement of qualifications as required by these specifications. a. Proposal offers examples of proposer's experience in similar projects. b. Proposal clearly defines organization of agency, listing management and staff and explains history and structure of company. c. Proposal shows demonstrated capabilities (i.e. financial solvency, client base, network capabilities etc.) 3. Orange County may make such investigations it deems necessary to determine the ability of the Proposer to perform the work. The County reserves the right to reject any Proposal if the information submitted by, or investigation of such Proposer fails to satisfy the County that such Proposer is properly qualified to carry out the obligations of the contract and to complete the work contemplated therein. Conditional Proposals will not be accepted. 4. Proposal demonstrates the proposer's comprehension of the required work outlined in the Purpose and Scope of Services of this request for proposal. Further, the submitted proposal offers a comprehensive plan to meet the County's insurance requirements. 5. The awarded Broker shall, at his or her own expense, maintain in effect at all times during the performance of the work under this contract at least the insurance coverage specified in the insurance requirements as included in the attached referenced sample contract. The Broker shall file with the Orange County Purchasing Agent evidence of insurance certifying the required coverage. Professional Liability or Errors and Omissions Insurance is required as per the attached. Proof of ability to obtain Professional Liability Insurance is required to be submitted with the proposal. IV. Requirements of proposals When providing your proposal and business references, consideration should be given to the following: Orange County is located on the edge of the Research Triangle Park. With more than 130,000 residents; 5 Orange County includes historic Hillsborough, the County seat; Chapel Hill, home of the University of North Carolina; and Carrboro and Mebane, former railroad and mill towns. The County has approximately 900 employees and a General Fund Budget for 2014 of $195,638,505. Additional details about the County can be located at www.orangecount nc. ov. 1. All proposals shall be in writing. 2. Proposals shall include a statement that Broker meets each qualification as outlined in this request for proposal, details supporting qualifications of the Primary Broker and any team members intended for this contract. 3. Five business references are required, with at least 3 of the references being comparably sized government or non - profit clients and at least one reference should be of an account lost within the last 2 years. References must include: company or organization name, contact, address, phone number, length of time associated with your organization and a brief description of the services provided. Indicate whether your firm's role was as a broker, consultant, or both. 4. Proposals shall include an assessment of the County's current program and a proposed alternative, if necessary. 5. The contract and any of the services or supplies provided hereunder are contingent and expressly conditioned upon the ability of the Broker to provide the specified services or supplies consistent with all federal, state and local law and regulations. The provider agrees that he or she will fully comply with Federal, State and County policies, procedures, standards and laws, and rules and regulations. The Broker and any subcontractors shall secure and maintain any necessary licenses and permits as may be required to provide the services or supplies under the contract and pay all related charges. If, for any reason, the Broker's required licenses or permits are terminated, suspended, revoked or in any manner modified from their status at the time the contract becomes effective, the Broker shall notify Orange County immediately of such condition in writing. V. Contract The proposed contract is attached. Responses shall indicate whether the proposed contract is satisfactory and, if not, what changes would be requested. All changes are subject to review and approval of the County Attorney. After selection of the broker, specific insurance requirements will be established. VI. Process and Basis for Selection Responses to this Request for Qualifications and Conceptual Proposal should be returned no later than 5:00 PM on or before December 9, 2014 to the person and place identified in Section I of this document. 1. The award of this contract may be made to the Broker whose solicitation best meets the needs of, and in the best interest of, Orange County. 2. All aspects of evaluation will be taken into consideration in awarding this contract. Cost /fees may be a factor in the award decision, although the award may not necessarily be made to the solicitation with the lowest price. 3. It is understood by the parties that this agreement shall be executed only to the extent of the monies available to Orange County. 4. Proposals will be examined and evaluated by a committee of Orange County employees and representatives with the advice of the Orange County Director of Purchasing to determine whether the requirements of this RFP are met. Broker shall have the capacity to contract services for one year with a 2 year optional renewal, at the County's discretion, for a total contract term up to 3 years. At the end of the three -year period, or earlier if annual renewal is not executed, the County will use a competitive process to solicit broker services, if such services are required at that time. The County reserves the right to reject any and all proposals for any reason whatsoever and to not award a broker services contract at this time. 5. If deemed necessary by the evaluation committee, interviews may be scheduled with selected prospective Agencies. This will permit further evaluation and will allow the County to inquire further into the experience the Agency has had on similar projects, willingness to work closely with County staff, thorough understanding of the various aspects of the project, ability to maintain a tight schedule and complete the services on time, and other pertinent matters. 6. Proposals will be evaluated based upon several criteria. Award may be made to a qualified agency that, based on the County's evaluation, submits the proposal that best meets the County's needs. 7. Proposals will be evaluated on the following criteria: a. Scope of Services i. Administer health care benefits and audit resulting contracts for accuracy of coverage, terms, and conditions. Review and make recommendations regarding (1) existing benefit plans and programs, (2) modifications to the existing plan design, cost (rates), and cost shares, and (3) potential benefit plans and programs including, but not limited to, self- funding, HSA, and HRA options. iii. Assist and advise the County in contract negotiations with benefit plan providers on matters including, but not limited to, premium rates, benefit levels, performance standards and guarantees, contractual terms and conditions, quality assurance standards, utilization and performance reports, statistical and /or financial reports, and plan specific data such as medical conditions, prescription drugs, high cost procedures, in- patient data, etc. iv. Provide timely notification of and assistance with understanding and implementing new, updated or revised benefits, laws, regulations and programs including alerting the County regarding any employee communication deadlines or communication issues, and provide sample documents that may be used to notify employees and /or retirees of any of these changes. v. Provide timely notification of and assistance with understanding and implementing new, updated or revised benefits, laws, regulations and programs as they relate to plan documents or contracts. vi. Provide consultation and guidance with respect to governmental mandates such as FMLA, COBRA, HIPAA, ADA, ACA, USERRA, etc. vii. Attend meetings of the Orange County Board of Commissioners or with other County staff as requested. viii. Provide open enrollment support including, but not limited to, developing timeline, assisting with the development of open enrollment materials, coordinating and participating in open enrollment meetings as reasonably requested. ix. When employee benefits are marketed, prepare bid specifications, identify appropriate markets, analyze proposals submitted, make recommendations, and assist in negotiation of (preferably multi -year) contracts. 7 x. Annual reviews of selected employee benefit package for quality of benefits provided, cost effectiveness, competitiveness and plan administration. xi. Monitor ongoing contracts, including provider plan administration, provider compliance with contract, and incurred claims. Ai. Provide information on employee benefit issues, trends, and proposed or new legislation especially with regard to the Affordable Care Act (ACA). xiii. Be available to meet with the Benefits staff and County Management as needed. xiv. Assist in the design of employee benefits communications. Participate in Benefit Fairs and annual enrollment process. xv. Provide a key contact person to be available to answer questions and resolve issues that arise during the year regarding employee benefits, contract administration, and service provisions. xvi. Evaluate various insurance products submitted by carriers, agents and brokers. xvii. Perform other related consultation services as needed or requested. xviii. Seek innovative programs and solutions of how Orange County provides health care insurance to its employees and retirees. xix. Administer and coordinate wellness initiatives to promote the County's Wellness initiative programs as requested. xx. Provide information necessary to reconcile health insurance billings and enrollments monthly for all employees, retirees and their respective individual contributions and the County's contribution and providing subsequent documentation for all programs as requested. xxi. Provide reports demonstrating breakdown of health plan expenditures, quarterly review of health plan expenditures, large claims analysis, claims lag study, and monthly cost summary for all plans and utilization reports as requested. xxii. Provide sample plan of plan designs and comparison of benefit plan's performance to national trends as requested. xxiii. Administer COBRA and flexible spending account (Cafeteria 125 Plan) programs if requested by the County. b. Proposer's Experience i. Provide the history of your firm, particularly your employee benefits division and ownership of your company. ii. Provide a brief overview of your organizational chart- the functions and reporting relationships between marketing, underwriting and service areas. iii. Include the number of employees in the company and describe in general terms their job categories (e.g., management, sales, technical, customer service, etc.). iv. Name those employees who will be working directly with Orange County on administrative issues, questions, and /or problem solving. v. State the percentage of your business that is experience —rated (pooled) and the percentage that is self- funded. vi. State the percentage of your experience -rated clients having 2,000 to 6,000 covered employees. vii. State the percentage of your self- funded clients having 2,000 to 6,000 covered employees. viii. Define your geographical service area. ix. Describe your network capabilities and if you have any network modifications underway or planned in the future. x. Provide a count of your existing clients categorized by large (500 employees or more), medium (100 -500 employees), or small (under 100 employee) employer groups. A. State the number of clients with whom you currently work on a broker basis and how many on a consultant basis. xii. State the number of clients of similar size to Orange County, who in the last five (5) years their contracts have not been renewed, and give a brief explanation for the reason for separation. xiii. Provide the roles and qualifications of each person who would be working with Orange County. Include the number of clients each person is expected to handle and categorize their clients by large (500 employees or more), medium (100 -500 employees), or small (under 100 employee) employer groups. xiv. List for each person the professional designations earned which would apply to services required. Attach a copy of the Broker License for each applicable employee listed. xv. Describe the form of professional liability or errors and omissions insurance carried by your company and the amount of coverage. xvi. Indicate if any services will be provided by a sub - contractor and describe the type of service to be provided and the sub - contractor's qualifications. C. Strategic Planning i. Describe the resources available to help the County manage our benefits. ii. Outline a benefits strategythat would accomplish savings on health care benefits for Orange County employees and retirees and show results over five years. iii. Describe the methods to be used to assist the County with the competitive marketing and placement of our plans, including development of marketing specifications, identification of market conditions, evaluation of proposals, negotiations, and placement of insurance contracts for annual renewals that will result in monetary savings for Orange County. Describe in detail how the savings will be demonstrated. iv. Describe any program your company has developed to implement and maintain a self- insured employee health plan for a company, organization or municipality of comparable size to Orange County. v. Describe how the "rebidding" process of health care carriers will be handled. vi. Describe how plan design changes are handled. vii. Furnish a list of insurance companies, third -party administrators, and other providers for which your firm is an authorized agent or broker. viii. Describe your ability to integrate and manage data. d. Account Services i. Describe your company's account services department. ii. Describe your company's process for ensuring customer satisfaction. iii. State the turnover rate of the employees that perform the bulk of the problem - solving administration within your organization. Categorize employee turnover according to the group sizes: large (500 employees or more), medium (100 -500 employees), or small (under 100 employee) employer groups. iv. Describe the annual training (industry, internal, computer, other) your staff receives 9 and what training Orange County may receive if applicable. v. Provide a general description of your capabilities of providing communication services to Orange County employees and retirees. Provide a sample of employee communication materials that have been distributed to other clients. vi. Describe ways your organization will assist in facilitating employee and retiree meetings. vii. Include a description of any assistance to be provided to the County to facilitate annual open enrollments and wellness programs. viii. Provide the mechanism and program that will provide monthly reconciliation reports and provide a copy of an example. ix. Describe what electronic capabilities are available for enrollment and web -based access. e. Service Guarantees i. Describe in detail the types of service guarantees included in current contracts with other customers. ii. Outline service guarantees that will be offered to the County. f. Data Analysis i. Describe available resources used to analyze medical and pharmacy utilization. ii. Explain how and what access Orange County will have for ad hoc queries. iii. Describe what data will be available to enable Orange County to determine where employees and retirees are receiving services; i.e. physicians, clinics, and hospitals. iv. Include a sample of each above report that will be available to Orange County. g. Cost Projections and Review Process i. Describe how cost projections tied to Orange County's fiscal goals will be developed. ii. List the firm and /or individual used for actuarial services and provide credentials. iii. Detail how your company will assist with the management of insurance, including monthly (or quarterly) supervision and /or preparation of claims activity reports from carriers; executive summary reports; underwriting analysis for annual renewals; annual financial projections for budgeting purposes; and alternative funding analyses. h. Legislative Compliance i. If applicable, provide the credentials for your in -house benefits attorney including the number of years of experience providing counsel on benefits issues. If no in- house attorney is employed, provide the name, address and contact information for the outside firm on retainer with your company. ii. Describe how your company stays current with insurance regulations that impact active employees, out -of -state retirees and multi -state retirees eligible for benefits. iii. Outline procedures to be used to notify Orange County of changes in federal and /or state laws that would affect the County. iv. Describe how Orange Countywill be notified of any fee requirements payable under the Affordable Care Act. v. Explain what steps you have taken to become HIPAA compliant. 10 L Fees i. Describe your expected form of compensation: commission rate, annual retainer fee, fee - for - service schedule or hourly rates. Based on the estimated services required to fulfill the program proposed, any fee for service or hourly rate schedule should include an itemized estimate of annual charges. ii. Fees charged for consulting and employee communication, indicate the basis of your charges (hourly, by project, etc.) and what typical charges might be. iii. Fees charged, if any, for customized or ad hoc reports. iv. Fees for Optional Services available to the County such as Section 125 Services COBRA and Retiree Administrative services and if applicable, HSA plan services, HRA plan services should also be included if applicable. j. Miscellaneous i. Describe any other facets of your firm's experience that are relevant to this proposal that have not been previously described and that you feel warrant consideration. VII. Questions Questions regarding services should be directed to David Cannell, Purchasing Agent, (919) 245 -2651. dc2nnellC7oran ecountync.gov (preferred). All responses must be received no later than 5:00 PM December 9, 2014. All respondents will receive copies of the questions and answers received during the response period. VIII. Alternate proposals a. Orange County reserves the right to consider alternatives submitted by Proposers that provide enhancements beyond the RFP requirements. Proposal alternatives may be considered if deemed to be in the County's best interest. Proposers shall clearly identify and explain in detail where such alternatives deviate from or qualify the terms of the proposal and specifications as issued. IX. E- Verify HB786 imposes E- Verify requirements on contractors who enter into certain contracts with state agencies and local governments. The legislation specifically prohibits governmental units from entering into certain contracts "unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the General Statutes." (Article 2 of Chapter 64 establishes North Carolina's E- Verify requirements for private employers). It is important to note that the verification requirement applies to subcontractors as well as contractors. The new laws specifically prohibit governmental units from entering into contracts with contractors who have not (or their subs have not) complied with E- Verify requirements. Complete the attached affidavit, and include it with your submittal. (if you recently submitted this form to Orange County no need to re- submit) 11 [Departmental Use Only] TITLE FY NORTH CAROLINA CONSULTING SERVICES AGREEMENT RFP -- ORANGE COUNTY This Agreement, made and entered into this day of , 20 , ( "Effective Date ") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County ") and , (hereinafter, the "Consultant "). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SMPE OF WORK 1.1 1.1.1 This Services AuAMen mer be rendered by Consultant to County w' ect to 1.1.2 By executing this AgreeM is qualified to perform and fully capabl necessary under this Agreement in a fully 1.1.3 Time is of the essence with respect is for professional consulting services to ;ert type of project) taut represents and agrees that Consultant ig a roviding the services required or -qW131kand timely manner. 1.1.4 The services to be performed under this Agreei described and designated in Article 3 hereof. Compensation tc under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT Basic Services, as for Basic Services 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables ") related to the Basic Services. Revised 10/14 12 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permis ' for subcontracting shall create, between the County and the subcontractor, any contra an her relationship. 2.2.6 Any a Fall empl es the Consultant engaged by the Consultant in the performance of any w r s es d of the Consultant under this Agreement, shall be considered employees or o Con ant only and not of the County, and any and all claims that may or might arise e y kers compensation or other law or contract on behalf of said employees while o eng 11 be the sole obligation and responsibility of the Consultant. 2.2.7 Consultant agrees that Co a n is sub retractors, if any, shall be required mply with all federal, state and local antidi ina ' s, regulations and policies that to the performance of Consultant's service de Ag ent. 2.2.8 If activities related to the performanc of this reeme quire specific licenses, to c o relat e certifications, or related credentials Consultant represents that it and/ ployees, agents and subcontractors engaged in such activities possess such licenses, c icatio s, or credentials and that such licenses certifications, or credentials are current, activ d not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as specified in the County's "RFP Number for (the "RFP ")" issued , 20 which is fully incorporated and integrated herein by reference together with Attachments (designate all attachments). 3.1.2 The Basic Services will be performed by the Consultant in accordance with the following schedule: (Insert task list and milestone dates) Task Milestone Date 1. 2. Revised 10/14 2 13 3. 4. 5. 6. 7. 8. 9. 10. 3.1.3 Should County reasonably determine that Consultant has not met the Milestone Dates established in Section 3.1.2 of this Article, County shall notify Consultant of the failure to meet the Milestone Date. The County, at its discretion may provide the Consultant seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Consultant cures the Breach. In the alternative, upon Consultant's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Consultant or its representatives faAeachto each within seven (7) days, or fail to reasonably agree to such modified schedimmediately terminate this Agreement in writing without penalty or incurring n to Consultant. This section shall not be interpreted to limit the definition o lurrto meet Milestone Dates. A RTICLE 4 DURATWT- O "RVIMS 4.1 Scheduling of SerWces 4.1.1 The Consultant shall s to meet the Milestone Dates listed in his activities in a timely manner so as 4.1.2 Should the County determine that t Co taut ihind schedule, it may require the Consultant to expedite and accelerate his e o n ng pr ding additional resources and working overtime, as necessary, to perform h service in ace nce with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's B ervices shall be ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Dollars ($ ). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as percentages of the whole as Project milestones as set out in Section 3.1.2 are achieved. (For example, if there are 10 Project Tasks with Milestone Dates then Consultant may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Consultant may invoice for the next 10% of the whole.) Revised 10/14 3 14 ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks associated with Milestone Dates. Upon County's written determination to Consultant that a Task has been satisfactorily completed by its accompanying Milestone Date Consultant may submit an invoice for payment. It is agreed that County shall not unreasonably withho^owithh on of satisfactory completion of any Task. In the event the amount of an invoicnty may withhold payment until the dispute is resolved by the parties. County mpayment on an invoice until the satisfactory completion of a Task by Consultant ARTICLE 7 7.1 7.1.1 Consultant shall obtair1wat ' e xpense, Commercial General Liability Insurance, Automobile Insurance, Wo nsatio Insurance, Professional Liability Insurance, and any additional insurance as may e^ety ui Owner's Risk Manager as such insurance requirements are described in the Or Transfer Policy and Orange County Minimum Insurance Coverage Require cum is incorporated herein by reference and may be viewed at htt Horan e (ov/ urc n contracts.as ). If Owner's Risk Manager determines additional insurance coverage ' red such additional insurance shall be designated here (if no additional insuran equire mark N/A as being not applicable). Consultant shall not commence work until h insurance is in effect and certification thereof has been received by the Owner's Risk Ma ger. 7.2 Indemnity 7.2.1 The Consultant agrees to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services Revised 10/14 4 15 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consul ay terminate this Agreement based upon the County's material breach of this Agreemen vi the County has not taken all reasonable actions to remedy the breach. The Cons shall g the County seven (7) days' prior written notice of its intent to terminate this 9.3 9.3.1 Agr ent for Compens In the event of and expenses that it has earned to the anticipated to be incurred by the Coun Wffe Consultant shall be paid that portion of the fees of ter n, less any costs or expenses incurred or e r omissions of the Consultant. 9.3.2 Should this Agreement be ten within seven (7) days, at no additional cost, all relating to the Project. 9.4 Waiver 9.4.1 The payment of any sums by the County t shall deliver to the County any electronic data or files ent or the failure of the County to require compliance by the Consultant with any pMvisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assi_ng ment Revised 10/14 5 16 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti - discrimination laws. 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non - performance of, this Agreement shall be brought in the General Court of Justice orth Carolina sitting in Orange County North Carolina and it is agreed by the parties tha of court shall have jurisdiction or venue with respect to such suits or actions. The ies ma gree to nonbinding mediation of any dispute prior to the bringing of such suit ction. AL 10.5 Ex 10.5.1 This AgreemeM tog attachments distributed by the Count nd the constitute the Contract Documents, r ese County and the Consultant and superse either written or oral. In the event of a conflict priority of documents shall be This Agreement, to the County's Request for Proposals, the Cc amended only by written instrument signed by t facsimile signatures. 10.6 Severability th the Request for Proposals together with tant's submitted Proposal, all of which e re and integrated agreement between the o Xarties. ' s, representations or agreements, i of the Contract Documents, the st for Proposals, attachments s posal4This Agreement may be otodif cd'1%&s may be evidenced by 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non - Appropriation 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of Revised 10/14 6 17 this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Consultant of the unavailability and non - appropriation of public funds. It is expressly agreed that County shall not activate this non - appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and /or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County's legal authority. 10.9 10.9.1 This AM( electronically. All el comply with Article 11 A 10.9.2 Any notice requT certified or registered mail, return Orange County Attention: P.O. Box 8181 Hillsborough, NC [SIGNATURE PAGE TO FOLLOW] Revised 10/14 th any amendments or modifications may be executed %;h d hereto evidence the intent of the Parties to Carolina General Statute Chapter 66. greement shall be in writing and delivered by ,tesjg *e following: 7 's Name & Address IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNTY: Orange County CONSULTANT: County Manager Printed Name and Title Revised 10/14 8 STATE OF NORTH CAROLINA AFFIDAVIT ORANGE COUNTY * * * * * * * * * * * * * * * * * * * * * * * * ** 19 I, (the individual attesting below), being duly authorized by and on behalf of (the entity bidding on project hereinafter "Employer ") after first being duly sworn hereby swears or affirms as follows: 1. Employer understands that E- Verify is the federal E- Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with NCGS §64- 25(5). 2. Employer understands that Employers Must Use E- Verify. Each employer, after hiring an employee to work in the United States, shall verify the work authorization of the employee through E- Verify in accordance with NCGS §64- 26(a). 3. Employer is a person, business entity, or other organization that transacts business in this State and that employs 25 or more employees in this State. (mark Yes or No) a. YES or b. NO 4. Employer's subcontractors comply with E- Verify, and if Employer is the winning bidder on this project Employer will ensure compliance with E- Verify by any subcontractors subsequently hired by Employer. This day of , 201_. 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E 7 _o t 2 2 5 12 2 R _■ S e = 2 » > � @ - / » a o y/ Ln a 2 a a R� a 2� a v Health Advisory Committee Roles and Responsibilities: e 1. Provide guidance, advice and recommendations to the County Manager as requested on issues related employee benefits; 2. Serve on the Request for Proposal review panel for the selection of a Health Insurance Broker of Record; 3. Determine feasibility of an Employee Wellness Center /Clinic, and if the County proceeds, develop guidelines for the implementation of an Employee Wellness Center /Clinic and prepare a Request for Proposal for County Manager approval; 4. Analyze and propose health insurance and other benefits that encourage healthier behavior among employees and retirees with minimal financial impact to employees, retirees and the County finances; 5. Review renewal proposal each year and discuss plan design changes proposed by the BOCC, County Manager or members of the Advisory Committee; 6. Review and monitor County utilization and trends related to insurance programs. Membership: 1. Human Resources Director 2. Financial Services Director 3. Public Health Director 4. County Manager or his or her designee(s) 5. Member of ERC (nominated by ERC President) (serve for one year) 6. Department Director (nominated by peers) (serve for one year) 7. County Attorney, as needed for legal advice 8. Benefits Manager, as needed for technical information 9. Asset Management Director, as needed for space decisions Commitment: The Health Advisory Committee meets monthly and additional meetings may be required depending on the need. Human Resources Department staff is available to conduct research and provide information.