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AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND
HAYS COMPANIES OF DENVER FOR EMPLOYEE BENEFIT PLAN CONSULTING
SERVICES
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THIS AGREEMENT ( "Agreement "), effective this day of j —.e.. , 2012 is between
Eagle County, Colorado, a body corporate and politic ( "County ") and Hays Companies of
Denver, a Minnesota corporation ( "Consultant ").
WITNESSETH:
WHEREAS, County desires to implement employee benefit plan consulting (the "Project "); and
WHEREAS, Consultant is authorized to do business in the State of Colorado and has experience
and expertise in employee benefit plan consulting; and
WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the
responsibilities of Consultant in connection with the Project and related terms and conditions to
govern the relationship between Consultant and County in connection with this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the following promises,
County and Consultant agree as follows:
1. SCOPE OF WORK: The following will hereinafter be referred to as the "Work ",
"Services" or "Consulting Services ":
A. Consultant agrees to furnish all services, labor, personnel and materials necessary
to perform and complete the Work as set forth in the proposal which is attached hereto as
Exhibit A and incorporated herein by this reference. In the event of any conflict or
inconsistency between the terms and conditions set forth in Exhibit A and the terms and
conditions set forth in this Agreement, the terms and conditions set forth in this
Agreement shall prevail.
B. Consultant agrees that Consultant will not enter into any service contracts or
consulting arrangements with third parties during the term of the Agreement that will
conflict in any manner with the Work to be provided under this Agreement.
2. TERM
The term of this Agreement is for the period from July 1, 2012 through December 31,
2012 unless earlier terminated as set forth herein. This Agreement may be extended for up to
two additional one year terms by mutual agreement of the parties in writing.
3. CONSULTANT'S REPRESENTATIONS
Consultant has familiarized itself with the nature and extent of the County employee
benefits, work, locality, and with all local conditions, and federal, state, and local laws,
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ordin ces, rules, permits and regulations that in any manner may affect cost, progress, or
performance of the Work. Consultant warrants that the Work shall comply with any and all
applicable laws, codes, rules and regulations.
4. CONSULTANT'S PROFESSIONAL LEVEL OF CARE
Consultant shall be responsible for the completeness and accuracy of the Consulting
Services, including all supporting data and other documents prepared or compiled in
performance of the Work, and shall correct, at its sole expense, all significant errors and
omis ions therein. The fact that the County has accepted or approved the Consulting Services
shall of relieve Consultant of any of its responsibilities. Consultant shall perform the
Cons lting Services in a skillful, professional and competent manner and in accordance with the
stand d of care, skill and diligence applicable to consultants, with respect to similar services, in
this ea at this time.
5. 1 CONFIDENTIALITY
The Consultant and County acknowledge that, during the term of this Agreement and in
the course of the Consultant rendering the Consulting Services, the Consultant may acquire
knowiledge of the business operations of County to the point that the general method of doing
business, the pricing of products, the lists of customers and other aspects of the business affairs
of County will become generally known to Consultant and the Consultant shall not disclose, use,
publi$h or otherwise reveal (except in the course of properly satisfying Consultant's duties
here der), either directly or through another, to any person, firm or corporation, any knowledge,
info ation or facts concerning any of the past or then business operations, pricing or data of
Cou y and shall retain all knowledge and information which Consultant has acquired as the
resul of this Agreement in trust in a fiduciary capacity for the sole benefit of County, its
successors and assigns during the term of this Agreement, and for a period of five (5) years
folio ing termination of this Agreement. Consultant understands and acknowledges that County
is subject to the Colorado Open Records Act.
6. 1 CONTRACT PRICE
A. County shall pay Consultant for performance of the Work as :follows:
For the period from July 1, 2012 through December 31, 2012, compensation for
Cons ltant's Work as set forth in Exhibit A shall be forty -five thousand dollars
($45, 00). Consultant shall bill County is six equal installments such that the total
com nsation for the term does not exceed forty -five thousand dollars ($45,000) and .
shall ubmit monthly invoices reflecting the Work completed. Consultant payment shall
be pad within thirty (30) days of receipt of a satisfactory invoice for Work satisfactorily
perfo ed.
B. In the event the Agreement is extended for additional term(s) as set forth in
para aph 2 hereof, then the compensation for each additional one year term shall be
sixty ve thousand dollars ($65,000) payable in equal monthly installments upon receipt
of a onthly invoice reflecting the Work completed. Consultant payment shall be paid
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within thirty (30) days of receipt of a satisfactory invoice for Work satisfactorily
performed.
C. County shall not be responsible for any travel or other reimbursable expenses of
Consultant.
D. County will not withhold any taxes from monies paid to the Consultant hereunder
and Consultant agrees to be solely responsible for the accurate reporting and payment of any
taxes related to payments made pursuant to the terms of this Agreement.
E. Notwithstanding anything to the contrary contained in this Agreement, County shall
have no obligations under this Agreement after, nor shall any payments be made to Contractor in
respect of any period after December 31 without an appropriation therefore by County in
accordance with a budget adopted by the Board of County Commissioners in compliance with
Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S.
§ 29 -1 -101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
7. INDEMNIFICATION
The Consultant shall, to the fullest extent permitted by law, indemnify and hold harmless
County and any of its officers, agents and employees against any losses, claims, damages or
liabilities for which County or any of its officers, agents, or employees may become subject to,
insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this
Agreement, or are based upon any performance or nonperformance by Consultant or any of its
sub- consultants hereunder; and Consultant shall reimburse County for any and all legal and other
expenses incurred by County in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnification shall not apply to claims by third parties
against the County to the extent that the County is solely liable to such third party for such
claims without regard to the involvement of the Consultant.
8. TERMINA'T'ION
County may terminate this Agreement at any time and for any reason, with or without
cause, with seven (7) calendar days' prior written notice to Consultant. On termination of this
Agreement by County, County shall pay to Consultant as payment in full for all Work
satisfactorily performed by Consultant up to the effective date of termination.
9. MISCELLANEOUS
A. This Agreement shall be governed and construed in accordance with the laws of
Colorado. Venue for any action arising out of any dispute pertaining to this Agreement shall be
in the State of Colorado in the District Court in and for Eagle County, Colorado.
B. This Agreement, and the rights and obligations created hereby, shall be binding
upon and inure to the benefit of County and Consultant and their respective successors and
assigns. Nothing herein expressed or implied is intended or should be construed to confer or
give to any person or entity other than County or Consultant and their respective successors and
assigns, any right, remedy or claim under or by reason hereof or by reason of any covenant or
condition herein contained.
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C. If any portion of this Agreement is held invalid or unenforceable for any reason
by a ourt of competent jurisdiction, such portion shall be deemed severable and its invalidity or
its nforceability shall not affect the remaining provisions; such remaining provision shall be
fully everable and this Agreement shall be construed and enforced as if such invalid provision
had ver been inserted into this Agreement.
D. This Agreement may be amended or modified in whole or in part only by written
agre ent duly authorized and executed by both County and Consultant. This Agreement
repre ents the full and complete understanding of County and Consultant and supersedes any
prior greements, discussions, negotiations, representations or understandings of County and
Cons tant with respect to the subject matter contained herein.
E. The parties hereto agree that neither has made or authorized any agreement with
respect to the subject matter of this instrument other than expressly set forth herein, and no oral
repre entation, promise, or consideration different from the terms herein contained shall be
bindiig on either party, or its agents or employees hereto.
F. If any conflict exists between the provisions of this Agreement and Exhibit A, the
provisions of this Agreement shall control.
G. Consultant acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter
into y sub - consultant agreements for the performance of the Work without County's prior
writt n consent, which may be withheld in County's sole discretion. In the event that sub -
cons ltants are used in performance of the Work, Consultant shall be solely responsible for sub -
cons ltant performance.
H. All documents prepared by Consultant in connection with Consultant's
performance under this Agreement shall become the property of County and Consultant shall
execWe written assignments to County of all rights to the same as County may request.
I. Nothing contained in this Agreement shall be deemed to create a relationship of
employer- employee, master- servant, partnership, joint venture or any other relationship between
County and Consultant except that of independent contractor.
11. INSURANCE
At all times during the term of this Agreement, Consultant shall maintain commercial
gene al liability insurance in the minimum amount of one million dollars ($1,000,000.00) per
occ rence and the minimum aggregate amount of one million dollars ($1,000,000.00).
Cons Itant will also carry Worker's Compensation insurance as required by Colorado law.
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12. ' NOTICE AND AUTHORIZED REPRESENTATIVES
Any notice and all communications required under this Agreement shall be given in
writs ig by personal delivery, fax or mail to the appropriate party at the following addresses:
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County: Consultant:
Lisa Ponder Joe Long
Director of IIuman Resources Senior Vice President
Eagle County Hays Companies of Denver
Post Office Box 850 1125 17 Street, Suite 1710
Eagle, CO 81631 Denver, CO 80202
(970) 328 -8796 (720) 279 -3429
Notices shall be deemed given on the date of delivery or three days after the postmarked
date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service.
Either party may change its address for the purposes of this paragraph by giving five (5) days
prior written notice of such change to the other party.
13. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES
If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8
17.5 -101, et seq.; regarding Illegal Aliens — Public Contracts for Services, and this Contract. By
execution of this Contract, Consultant certifies that it does not knowingly employ or contract
with an illegal alien who will perform under this Contract and that Consultant will participate in
the E- verify Program or other Department of Labor and Employment program ( "Department
Program ") in order to confirm the eligibility of all employees who are newly hired for
employment to perform work under this Contract.
F. Consultant shall not:
G. Knowingly employ or contract with an illegal alien to perform work under this
contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Consultant that the subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under the public contract for
services.
B. Consultant has confirmed the employment eligibility of all employees who are
newly hired for employment to perform work under this Contract through
participation in the F- verify Program or Department Program, as administered by
the United States Department of F¢meland Security. Information on applying for
the E- verify program tan be foui a
http://www.dhs.gov/xprevprodprograms/pc 1185221678150.shtm
C. The Consultant shall not use either the E- verify program or other Department
Program procedures to undertake pre - employment screening of job applicants
while the public contract for services is being performed.
D, If the Consultant obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an
illegal alien, the Consultant shall be required to:
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H. Notify the subcontractor and the County within three days that the Consultant has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and
(ii) Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph
(D) the subcontractor does not stop employing or contracting with the
illegal alien; except that the Consultant shall not terminate the contract
with the subcontractor if during such three days the subcontractor provides
information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
I. The Consultant shall comply with any reasonable request by the Department of
Labor and Employment made in the course of an investigation that the department is
undertaking pursuant to its authority established in C.R.S. § 8- 17.5 - 102(5).
J. If a Consultant violates these prohibitions, the County may terminate the contract for
a breach of the contract. If the contract is so terminated specifically for a breach of
this provision of this Contract, the Consultant shall be liable for actual and
consequential damages to the County as required by law.
K. The County will notify the office of the Colorado Secretary of State if Consultant
violates this provision of this Contract and the County terminates the Contract for
such breach.
IN WITNESS WHEREOF, Eagle County, Colorado and Hays Companies of Denver have
executed this Agreement effective the day and year first set forth above.
EAGLE COUNTY, COLORADO
By and through its Board of County
Commissioners
f∎
o } . yon Cha
Attest .,. <
Clerk to the Board
`' Hayes Companies of Denver, a Minnesota
corpora .'on
By: A
Joe Lot 1, Seni* ice silent
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H ays
HAYS COMPANIES FEE PROPOSAL
FOR
EAGLE COUNTY
On behalf of Hays Companies, we would like to thank Eagle County for the opportunity to
provide a proposal of our services. It is our ultimate desire to engage in a long -term
relationship that will be mutually beneficial for many years to come. As such, it is extremely
important that you feel that the compensation provided to Hays Companies for employee
benefit plan consulting services is fair and equitable.
Fee Proposal
Hays Companies is proposing a contract term fee, for the timeframe of July 1 2012
through December 31 2012, in the amount of $45,000 for Employee benefit plan
consulting services based on the services outlined in this proposal.
After such time, Hays is proposing an annual contract term fee, for the timeframe of
January 1 2013 — December 31 2013, in the amount of $65,000 for Employee benefit
plan consulting services based on the services outlined in this proposal.
The proposed compensation would be invoiced at Eagle County's discretion, monthly,
quarterly or as a one -time fee. If Eagle County chooses, Hays can collect this fee from
your carrier as commissions built into your plan, or a combination of fees and
commissions.
In addition, Hays Companies is willing to offer Eagle County a fee guarantee of $65,000
per year for two (2) additional years for employee benefit plan consulting.
We are confident that the services we provide both from a customer service level and from
a technical standpoint are unsurpassed in the industry. We also realize that our clients'
needs continually change and evolve, so we will frequently monitor our services and
resources to ensure that your Hays team is consistently providing the necessary support and
guidance to assist you in meeting your benefit plan objectives and financial targets.
Eagle County & Hays Companies Partnership
H a y s
The fllowing is a comprehensive list of Hays Companies' Core Services included in our
consulting model:
1) Customized Monthly Claims Reports and Financial Analysis
• Reporting package includes loss ratio tracking, year to date comparison,
projected costs vs. actual costs, and employee /employer contribution tracking.
• Reporting can be broken down by location and plan as requested
2) Customized Annual Report — Plan Intelligence (HPI) as data is available
• Benefit Modeling
• Utilization
• Benchmarking
• Contribution Analysis
• Budget Forecasting
3) Prescription Drug Consulting - as data is available
• Annual Prescription Benefit Manager (PBM) Audit
• PBM Carve out Analysis
• Benchmarking & Plan Design Consultation
4) Marketing, Negotiating, Consulting, & Implementation
• Medical /PBM
• Stop -loss
• Dental/Vision
• Life /AD &D
• LTD /STD
• COBRA/HIPAA
• Wellness Program(s)
• Flex/Cafeteria plans
• Implementation and on -going plan monitoring
• Negotiate Costs and Performance Guarantees
5) Communication & Education
• Enrollment meetings
• Development of enrollment/benefit materials
• Payroll stuffers/bulletins
• Benefit administration training
• "Hope Health" monthly newsletter /employee wellness newsletter
• Hays Companies "Solutions" quarterly newsletter /risk management
• Periodic on -site visits /training (as needed / by location)
• Benefit packets (new hire orientation)
Eagle County & Hays Companies Partnership
H ays
6) On -Line Benefits/HR Website (Benergy)
• Build an On -line employee /employer site with custom design
• Maintenance and updating of Website
• Create an Employee informational communication piece about the website
7) Account Management Services
• Assistance with Merger & Acquisition activity
• Development & maintenance of benefit manual (electronic or paper)
• Daily access to account management team
• Claim issue intervention
• Assistance with FMLA, ADA, COBRA/HIPAA, ERISA
• Forecast trends
• Monthly /quarterly carrier /vendor meetings
• Benchmarking & plan design consultation
• HR Consultants and ERISA Attorneys on retainer
8) 5500 Filing
• Completion of 5500 forms — Signature Ready
9) Network Analysis - as data is available
• GeoAccess and disruption analysis if required
• Discount review
- Inpatient/Outpatient/Physician
• Ancillary networks for out -of -area claims
10) Educational Seminars
• Webinars on various topics through out the year
• Annual roll -out of free wellness plans
11) Strategic Planning/Objective Setting
• Service Calendar
12) Contract/Summary Plan Description Review
• Comprehensive checklist evaluation
• Compliance review and updates throughout the year
• Attorney review as needed
Eagle County & Hays Companies Partnership
H a y s
Term inal Provision
Eagle County may dismiss Hays Companies as their Consultant at anytime, without cause, and
at their discretion if Eagle County is not satisfied with the service. We ask that Eagle County
provide a 30 -day notice in the event that changes are desired.
Accepted and Agreed by:
Eagle County
By:
Haysi Companies of Denver
By:
Joe Long
Snior Vice President
Eagle] County & Hays Companies Partnership
