HomeMy WebLinkAbout248-17 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 248-17
File Number: 2017-0651
RFP #17-13 GALLAGHER BENEFITS SERVICES:
A RESOLUTION TO AWARD RFP #17-13 AND AUTHORIZE A ONE (1) YEAR CONTRACT WITH
GALLAGHER BENEFITS SERVICES IN THE AMOUNT OF $80,000.00, WITH AUTOMATIC
RENEWALS FOR UP TO FOUR (4) ADDITIONAL ONE (1) YEAR TERMS, FOR THE PROVISION OF
CITY EMPLOYEE BENEFITS BROKER SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby awards RFP 417-13 and
authorizes a one (1) year contract with Gallagher Benefits Services in the amount of $80,000.00, with
automatic renewals for up to four (4) additional one (1) year terms, for the provision of employee benefits
broker services.
PASSED and APPROVED on 12/5/2017
Attest:
N%A
Sondra E. Smith, City Clerk Tet!
ms`s 1
rC� .
QG) •'A t45
a
�W{zJ��1►iisiii � r�,�',
Page 1 Printed on 12/6117
City of Fayetteville, Arkansas 113 West Mountain Street
' Fayetteville, AR 72701
(479) 575-8323
Text File
File Number: 2017-0651
Agenda Date: 12/5/2017 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Resolution
Agenda Number: A. 3
RFP #17-13 GALLAGHER BENEFITS SERVICES:
A RESOLUTION TO AWARD RFP #17-13 AND AUTHORIZE A ONE (1) YEAR CONTRACT WITH
GALLAGHER BENEFITS SERVICES IN THE AMOUNT OF $80,000.00, WITH AUTOMATIC
RENEWALS FOR UP TO FOUR (4) ADDITIONAL ONE (1) YEAR TERMS, FOR THE PROVISION
OF CITY EMPLOYEE BENEFITS BROKER SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS:
Section I: That the City Council of the City of Fayetteville, Arkansas hereby awards RFP #17-13 and
authorizes a one (1) year contract with Gallagher Benefits Services in the amount of $80,000.00, with
automatic renewals for up to four (4) additional one (1) year terms, for the provision of employee benefits
broker services.
City of Fayetteville, Arkansas Page 1 Printed on 72/6/2017
City of Fayetteville Staff Review Form
2017-0651
Legistar File ID
12/5/2017
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
Brenda Reed 11/9/2017 Human Resources/
Chief of Staff
Submitted By Submitted Date Division / Department
Action Recommendation:
Approve the contract with Gallagher Benefit Services, Inc. ("Gallagher") for benefit broker health and welfare services,
benefit technology solutions and retirement plan vendor management services effective January 1, 2018. Gallagher will
advise City staff on benefits administration, carrier negotiations, renewals, health care reform requirements under the
Affordable Care Act, retirement plan vendor management and governance support. Funding is based on City Council
approval of the 2018 budget.
Budget Impact:
1010.1220.5314.00 General
Account Number Fund
N/A Employee Benefits/Services
Project Number Project Title
Budgeted Item? Yes Current Budget $ 80,000.00
Funds Obligated
Current Balance I $ 80,000.00
Does item have a cost? Yes Item Cost $ 80,000.00
Budget Adjustment Attached? No Budget Adjustment
Remaining Budget $
V20140710
Previous Ordinance or Resolution #
Original Contract Number: Approval Date:
Comments:
CITY OF
FAYETTEVILLE
ARKANSAS
5.
MEETING OF DECEMBER 5, 2017
TO: Mayor and City Council
THRU: Don Marr, Chief of Staff
FROM: Brenda Reed, HR Director
DATE: November 9, 2017
CITY COUNCIL MEMO
SUBJECT: Approval of the 2018 contract with Gallagher Benefit Services, Inc.
RECOMMENDATION:
Staff recommends Council approve the contract with Gallagher Benefit Services, Inc.,
("Gallagher") for benefit broker and consulting services effective January 1, 2018. The
initial term of the agreement shall be for one (1) year. The agreement shall automatically renew
for up to four (4) additional one (1) year terms unless either party provides notice of non-
renewal at least thirty (30) days prior to the end of the term. Annual renewals shall be subject to
annual budget approval by City Council.
BACKGROUND:
In August 2017, the City published a Request for Proposal (RFP) for a benefits broker and
consulting services vendor. The City's last benefits broker and consulting vendor RFP was
issued March 24, 2012 and the contract was awarded to Gallagher on May 16, 2012.
DISCUSSION:
Gallagher provides health and welfare advisement services, large scale negotiation leverage
with carriers, benefit technology solutions, government specific and private benchmark
reporting, and compliance support. They will advise City staff on benefits administration, carrier
renewals, health care reform requirements under the Affordable Care Act, and governance
support. The 2018 Gallagher contract for health and welfare broker services costs will remain
the same at $57,600.
Through the Gallagher contract, the City will utilize the American Fidelity AFEnroll benefits
administration system, ACA measuring and reporting software tool and section 125 benefit plan
administration at no cost to the City.
New in 2018, Gallagher will provide retirement plan vendor management services to the City at
a cost of $22,400.
Why is the City_proposit2g to utilize the services of a retirement plan vendor to help manage the
City's retirement plan with 55 million dollars in assets?
The proposed services will assist the City in making decisions in the best interest of the
plan/participants and provide best practice plan governance to assist in making professionally
advised plan decisions.
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
These services will enhance transparency so we can fully understand what our retirement plan
trustee record -keeper is charging the City and plan participants for services and fees. This
watch dog approach will equip the City to make decisions which lead to maximum value for the
plan/participants.
The total cost for the 2018 Gallagher contract for broker health and welfare and retirement plan
vendor management services is $80,000.
BUDGET/STAFF IMPACT:
Funding is based on City Council approval of the 2018 budget.
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made by and between Gallagher Benefit
Services, Inc., ("Gallagher") and City of Fayetteville, Arkansas the ("Client").
The Client wishes to enter into a consulting relationship with Gallagher on the terms and conditions
set forth in this Agreement, and Gallagher is willing to accept such a consulting relationship. In
consideration of and in reliance upon the terms and conditions contained in this Agreement, the Client and
Gallagher agree as follows:
1. Engagement of Services
The Client engages Gallagher as a professional consultant to provide the consulting and/or
brokerage services as more fully described in Exhibit A attached to this Agreement and incorporated herein.
During the time that Gallagher is performing services for the Client under this Agreement, and for all
purposes outlined in this document, Gallagher's status will be that of an independent contractor of the
Client.
2. Terin and Termination
The Effective Date of this Agreement is January 1, 2018. The term of Gallagher's engagement
under this Agreement (the "Consulting Period") will begin as of the Effective Date and will remain in effect
for one (1) year from the Effective Date. The Consulting Period will be automatically extended for an
additional year on each anniversary of the Effective Date. Either party may terminate 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 Consulting Period (including any renewed Consulting Period), Client
shall be responsible for compensating Gallagher for any services performed prior to the date of termination
and Gallagher shall be responsible to Client to continue to provide services until the date of termination of
this Agreement.
3. Compensation
As compensation for its services under this Agreement, Gallagher will receive carrier commissions
and/or direct fee owed by the Client, as set forth in the Compensation Disclosure Statement attached hereto
as Exhibit B. Additional information regarding Gallagher compensation can also be found in Exhibit B.
Gallagher shall disclose the amount of commissions payable to it by each insurance company at the time it
presents rates to Client. The Client is responsible for payment of Gallagher's fees (if applicable) within
thirty (30) days of invoice receipt. If any amount isnot paid in full when due without a good faith basis to
withhold, that nonpayment will constitute a material breach of this Agreement that will allow Gallagher to
immediately terminate this Agreement.
.4. Performance and Scope
(a) IZe resentations and Warranties. Each party represents, warrants and covenants to the
other that: (i) it has full power and authority to make, execute, deliver and perform its obligations under
this Agreement; (ii) the performance of its obligations pursuant to this Agreement shall be in accordance
with all applicable laws; (iii) this Agreement has been duly executed and delivered by an authorized
representative of such party and constitutes the legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms; and (iv) there are no other agreements presently in force
which would encumber or prevent either party's compliance with any terms of this Agreement.
Gallagher Consulting Agreement
121216
Page 1 of 10
(b) Standard of Care. Gallagher will perform its duties, responsibilities and obligations with
the care, skill, prudence and diligence that a prudent employee benefits consultant or insurance broker
acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims under the circumstances then prevailing. As appropriate, Gallagher will
coordinate fiduciary review services and other related duties with the plan's claims administrator and/or
insurance carrier(s). However, Gallagher generally does not accept any fiduciary duties or obligations with
respect to a plan given that these are typically performed by the plan's claims administrator or insurance
carriers.
(c) Reliance. In the performance of its duties, Gallagher may rely upon, and will have no
obligation to independently verify the accuracy, completeness, or authenticity of, any written instructions
or information provided to Gallagher by the Client or its designated representatives and reasonably believed
by Gallagher to be genuine and authorized by the Client.
(d) No Practice of 11a.w. Gallagher will not be obligated to perform, and the Client will not
request performance of, any services which may constitute the unauthorized practice of law. 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 Gallagher under the scope and terms
herein, conform in all respects with applicable State and Federal laws and regulations (including ERISA,
the Internal Revenue Code, State and securities laws and implementing regulations) and, to the extent that
the Client has foreign operations, any applicable foreign laws and regulations.
(e) Subcontractors.. Gallagher may cause another person or entity, as a subcontractor of
Gallagher, to provide some of the services required to be performed by Gallagher hereunder, provided that
Gallagher shall remain responsible for all acts and omissions of any such subcontractors (each of which
shall be bound by Gallagher's obligations under this Agreement). Gallagher shall seek prior written
approval from Client for any subcontractors providing substantive consulting, professional or managerial
services. Prior written approval shall not be required for clerical, office, secretarial, IT back-up,
administrative or similar support services.
(f) Conflict of Interest. Gallagher's engagement under this Agreement will not prevent it from
taking similar engagements with other clients who may be competitors of the Client. Gallagher will,
nevertheless, exercise care and diligence to prevent any actions or conditions which could result in a conflict
with Client's best interest.
(g) Acknowledgements. In connection with Gallagher's services under this Agreement, Client
agrees that:
(i) Although Gallagher will apply its professional judgment to access those
insurance companies it believes are best suited to insure the Client's risks, there can be no assurance
that the insurance companies Gallagher has accessed are the only or are the best suited ones to
insure the Client's risks. The final decision to choose any insurance company has been made by
the Client in its sole and absolute discretion. The Client understands and agrees that Gallagher does
not take risk, and that Gallagher does not guarantee the financial solvency or security of any
insurance company.
(ii) Any compensation of the types described above and disclosed to it does
not constitute a conflict of interest and the Client expressly waives any claims alleging any such
conflict of interest.
(iii) The compensation payable to Gallagher is solely for the services set forth
under this Agreement, as detailed in ExhibitA. Any additional administrative, claims representative
or other services (collectively, "Additional Services") will be governed by the teens of a separate
agreement covering the Additional Services.
Gallagher Consulting Agreement
121216
Page 2 of 10
S. Confidentiality
(a) Client Information. Gallagher recognizes that certain confidential information may be
furnished by the CIient to Gallagher in connection with its services pursuant to this Agreement
("Confidential Information"). Gallagher agrees that it will disclose Confidential Information only to those
who, in Gallagher's reasonable determination, have a need to know such information. Confidential
Information will not include information that (i) is in the possession of Gallagher prior to its receipt of such
information from the Client, (ii) is or becomes publicly available other than as a result of a breach of this
Agreement by Gallagher, or (iii) is or can be independently acquired or developed by Gallagher without
violating any of its obligations under this Agreement. However, disclosure by Gallagher of any Confidential
Information pursuant to the terms of a valid and effective subpoena or order issued by a court of competent
jurisdiction, judicial or administrative agency or by a legislative body or committee will not constitute a
violation of this Agreement. Unless prohibited by law, Gallagher shall provide Client with any such
subpoena or order and an opportunity to object prior to disclosure. Furthermore, Gallagher will limit
disclosure to that information required to be disclosed under the terms of the subpoena or order and will
reasonably cooperate with Client (at Client's expense) to limit such disclosure.
(b) HIPAA Privacy. Gallagher and the Client will each comply with any prohibitions,
restrictions, limitations, conditions, or other requirements to the extent they apply to them directly or
indirectly pursuant to the Health Insurance Portability and Accountability Act of 1996 ("H1PAA7) and its
implementing regulation concerning privacy of individually identifiable health information as set forth in
45 CFR Parts 160-164, as amended from time to time. When required, the Client, as a representative of the
health plans and Gallagher will enter into a separate Business Associate Agreement.
(c) Use of Nantes: Public Announcements. No party will use, in any commercial manner, the
names, logos, trademarks or other intellectual property of the other party without its prior written consent.
Except as may be required by law, no party will 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.
(d) Agrmpted Data. Gallagher shall own any non -identifying, aggregated and statistical data
that might be derived from providing services to Client (the "Aggregated Data"). Nothing herein shall be
construed as prohibiting Gallagher fi•om utilizing the Aggregated Data for purposes of operating
Gallagher's business. Gallagher shall not: (i) disclose to any third party any Aggregated Data that reveals
Client's identity or its Confidential Information; or (ii) reveal the identity, whether directly or indirectly, of
any individual whose specific data might be used by Gallagher.on behalf of Client.
6. Lindlation of Liability
Notwithstanding any other term or provision of this Agreement, neither party shall be liable to the
other for any exemplary, special indirect, incidental, consequential or punitive damages (including but not
limited to lost profits) which may result from the other party's action or its failure to perform any term or
condition ofthis Agreement or whether such liability is based upon tort, strict liability, breach ofwarranties,
failure of essential purpose or otherwise and if advised of the possibility of such damages. This provision
applies to the fullest extent permitted by applicable law. The aggregate liability under this Agreement, if
any, of either party to the other for claimed losses or damages shall not exceed $20,000,000. This provision
applies to the fullest extent permitted by applicable law.
Gallagher Consulting Agreement
121216
Page 3 of 10
7. Notices
Any notices, requests or other communications pursuant to this Agreement will be addressed to the
party at its address listed below. Such notices will be deemed to have been duly given, (i) if delivered in
person or by courier, upon delivery; (ii) if sent by an overnight service with tracking capabilities, upon
receipt; (iii) if sent by registered or certified mail, postage prepaid, within five (5) days of deposit in the
mail; or (iv) if sent by fax or electronic mail, at such time as the party which sent the notice receives
confirmation of receipt by the applicable method of transmittal.
If to the Client: City of Fayetteville, Arkansas
Attention: Brenda Reed
113 West Mountain
Fayetteville, AR 72701
If to Gallagher: Gallagher Benefit Services, Inc.
Attention: Jacob Salinas
300 S. Jefferson, Ste. 60ON
Springfield, MO 65806
Either party may, by written notice to the other, change the address to which notices to such party are to be
delivered or mailed.
8. Miscellaneous
(a) Severability. The various provisions and subprovisions of this Agreement are severable
and if any provision or subprovision or part thereof is held to be unenforceable by any court of competent
jurisdiction, then such enforceability will not affect the validity or enforceability of the remaining
provisions or subprovisions or parts thereof in this Agreement.
(b) Ltitito Agu`eement: Amendment. This Agreement, including all exhibits hereto, constitutes
the entire agreement between the parties and supersedes all prior agreements and understandings, whether
oral or written, between the parties regarding the subject matter hereof. Except for changes in carriers and/or
lines of coverage noted in Exhibit B, which may occur upon unilateral approval of the Client, this
Agreement may be modified or amended only by a written instrument executed by both parties. This
Agreement may be executed by the parties in several counterparts, each of which shall be deemed to be an
original copy.
(c) Waiver. No covenant, term or condition or the breach thereof will be deemed waived,
except by written consent of the party against whom the waiver is claimed. Any waiver by either party
hereto of any provision of this Agreement shall not be construed as a waiver of any other provision of this
Agreement, nor shall such waiver be construed as a waiver of such provision with respect to any other event
or circumstance, whether past, present or future.
(d) Governing Law. Rule of Construction. This Agreement will be construed, interpreted and
enforced in accordance with the laws of the State of Arkansas without giving effect to the choice of law
principles thereof or any canon, custom or rule of law requiring construction against the drafter.
(e) Successors. This Agreement shall be binding upon and shall inure to the benefit of all
assigns, transferees and successors in the interest of the parties hereto.
(f) Survival of Provisions. Sections 5 and 6 will survive the termination of this
Agreement.
r.1`he remainder of this page intentionally left blanlr.
fThe parties' signatures appear on Ilie, following page.
Gallagher Consulting Agreement
121216
Page 4 of 10
IN WITNESS WHEREOF, the parties hereto have caused this Consulting Agreement to be duly executed
on the date first written above.
Gallagher Consulting Agreement
121216
R-3
Date: 1d-b-am19
GALLACTIER BENEFIT SERVICES, INC.
By:
Name: Rachel Rakey
Title: Area President
Date: n f -
Page 5 of 10
EXMBITA
SCOPE OF SERVICES
Subject to any changes and additions as may be mutually agreed by the parties in writing, availability and
delivery of data from the insurance carrier and other third party vendors, Gallagher will provide the
following Services to Client on an "as needed" basis:
RENEWAL ANALYSIS:
• Review and evaluate carrier projections
• Prepare "shadow" renewal projection
• Create financial modeling reports using proprietary Apex software
• Coordinate can•ier negotiations
• Create employee contribution modeling reports
• Review identified benchmarks of projected plan costs
• Develop "working" rates for Client analysis and approval'
• Assist with budget projections
• Provide renewal alternatives with cost impact of benefit plan changes
PERIODIC PLAN FINANCIAL REPORTS: (FREQUENCY TO BE MUTUALLY AGREED UPON)
• Summary of plan costs
• Analysis of actual vs. budget
• Employee contributions
• Large claims tracking
• Identification of costs for specific line of coverage
• Comparison of plan costs to aggregate stop -loss projections, if applicable
• Utilization review
• Comparison to prior claim period
• PIan trends
ANNUAL FINANCIAL REPORTS (END OF YEAR ACCOUNTING):
■ Executive summary of program expenses
• Comparison of current costs to renewal costs
• Incurred But Not Reported (IBNR) claims analysis
• Overview of specific Stop -loss projections
• Future plan costs projections
■ Dollars saved by contract negotiation
• Percent of benefit dollars paid by employee
• Claims by size
• Physician visit details
• Benefits paid by type of service
• Plan funding/budget comparison
• Fixed expense comparison
CARRIER MARKETING AND NEGOTIATIONS, AS DIRECTED BY CLIENT:
• Work with Client 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 carrier renewal strategies with Client
• Develop timeline covering every aspect from RFP preparation to the delivery of employee
communications
• Provide analysis of employee disruption report and preparation of goo -access report
• Provide analysis of discounts offered by various carriers by using CPT codes and carrier pricing data
Gallagher Consulting Agreement
121216
Page 6 of 10
• Manage RFP development that tailors the RFP to the desires, needs and financial directions provided
by Client
• Explore alternative funding solutions
• Evaluate vendor responses to track variations in coverage and costs as they are identified
• Conduct finalist interviews to investigate and document intangibles such as personalities, service
orientation and responsiveness
• Draft renewal analysis report, based on renewal negotiation, covers program and claims cost
projections as well as complete information on benefit designs
• Facilitate decision process by coordinating close collaboration and discussions among the Gallagher
team and Client
LEGISLATIVE AND CORPORATE COMPLIANCE SUPPORT:
• Provide legislative updates, including Technical Bulletins and Directions newsletters
• Evaluate plan design to assist with compliance with state and federal regulations
• Review benefit plan documents, including summary plan descriptions, contracts, employee summaries,
and policies/procedures
• Conduct periodic seminars on regulatory issues
• Assist with the review and evaluation of COBRA and HIPAA compliance procedures
• Provide general information and guidance to assist with compliance with ERISA, FMLA, USERRA,
Medicare Part D and other Federal legislation that directly affects the administration of plan benefits
► Provide template or sample compliance notices, certificates of creditable coverage and enrollment
forms as reasonably requested by Client
DAY TO DAY ADMINISTRATIVE ASSISTANCE
EMPLOYEE EDUCATION PROGRAMS:
• Facilitate focus groups
• Monthly benefit communication directed to employees
• Educational meetings on coverage and trends
COMMUNICATION MATERIALS:
• Assist with the drafting and distribution of participant Satisfaction Surveys
• Assist with the drafting and distribution of Open Enrollment -New Member Orientation summary
information and any other communications pertaining to the health and welfare program
• Provide annual open enrolhnent guidance and employee meeting materials
• Assist with marketing and oversight of Customized Enrollment Materials (if elected)
• Assist with participant wellness initiatives, as directed by Client
BENEFIT ADMINISTRATION ASSESSMENT:
■ Periodic evaluation of internal plan enrollment and benefit termination processes
• Review, coordinate and implement Client agreed upon plan "best practices" to help limit plan liability
and increase participant satisfaction
• Help identify opportunities for streamlining and improving administration procedures
BE, PLAN DESIGN (OR REDESIGN):
• Help Client identify business and HR objectives that impact benefits
• Review with Client possible benefit strategies to meet their objectives
• Help Client evaluate/review current scope of benefits package — e.g., types & levels of coverage
• Work with Client to develop funding and contribution strategies
• Assist with budget projections for design alternatives
Gallagher Consulting Agreement
121216
Page 7 of 10
MARICET BNCk[MAREING STUDIOS:
• Local Area Surveys
• Industry Surveys
COORDINATE AND MANAGE AMERICAN FIDELITY BENEFITS ADMINISTRATION SOFTWARE SERVICES
• Gather information and assist Client with accessing and using American Fidelity's services.
• Serve as the primary liaison between Client and American Fidelity.
American Fidelity shall provide the following services at no additional cost to Client in its capacity of
insurance carrier of coverages selected by Client:
o Provide Employee Education and Communication prior to annual Open Enrollment
o Conduct Group Meetings prior to Open Enrollment
o Facilitate Onc-on-One Benefit Reviews with each employee during Open Enrollment
o Perpetual Onboarding with New Employees for enrollment of benefit plan options
o Provide Health Flexible Spending Account & Dependent Day Care support and enrolhnent
and no additional cost to the CIient
o Provide the Client ACA 6055/6056 Tracking and Reporting services at no additional cost
through WorxTirne, a preferred vendor partner
• American Fidelity shall also make AFEnroll site available to HR throughout the plan year that
includes:
o Provide HR access to real -tithe online administrative set -vice features
o Provide HR access to online reporting functions.
o Provide links to electronic EOI questionnaires where required by carriers for life or disability
coverage requests.
o Send recurring eligibility data feed to V party carrier systems
o Send recurring deduction codes to Client's payroll system (if requested).
o Create 834 data interfaces — Configuration of carrier export file based on carrier requirements
and ability to accept data
o Create data feeds in American Fidelity Standard Format
o Custom create non -834 data interfaces
o Conduct Annual Renewal Configurations (for each new carrier or change in data feed
requirements at renewal).
o Provide Standard Feed formats (Excel)
• Client shall receive at least 60 days' written notice from Gallagher prior to any proposed price changes
for American Fidelity services or changes in American Fidelity scope of services, including American
Fidelity terminating its services to Client.
• Client shall provide Gallagher with at least 60 days' written notice prior to any proposed changes in
Client's utilization of American Fidelity services, including Client terminating its use of American
Fidelity benefits software.
• Gallagher and the Client mutually agree that Gallagher shall not be liable for services to be provided
by American Fidelity,
Retirement Services*: Subject to any changes and additions as may be mutually agreed by the parties in
writing, Gallagher will provide the following retirement consulting services:
Vendor Management and Benchmarldng
• On-going management of selected vendor
■ On-going fee and service negotiations
• Provide Plan Benchmarking (including performance and fees)
• Provide Fee Benchmarking
• Periodic RecordkeeperNendor RFP support
• Ongoing plan review and design analysis
• Benchmarking trends in retirement plan savings and administration
• Coordinate development of written recommendations for enhancements, modifications and/or
additions
Gallagher Consulting Agreement
121216
Page 8 of 10
• Service calendar to serve as a multi-year plan and timeline of retirement set -vices provided to the
committee and to assist the committee with following the best practices in overseeing the plan
• Support for retirement plan issues
Plan Governance, Compliance & Committee Process Support
• Committee training and education
• Support and documentation of Retirement Committee
• Capture meeting minutes for Committee through onsite meetings or conference calls
• Provide best practice plan governance to assist the Committee on how it is best structured and
maintained to make well advised plan decisions
• Monitor potential legal and compliance issues
• Updates on legislative and regulatory changes
• White papers, technical bulletins, webeasts
Participant Communication and Education
• Develop and monitor communication and education strategy in coordination with Plan Vendor and
the Gallagher Well -Being Team to assist the committee in establishing goals and metrics to
evaluate program effectiveness
■ Coordinate strategy with provider
■ Monitor communication objectives and benchmarks
• Financial wellness integration with wellness team
%t is understood and agreed that any such seMces provided by Gallagher does not guarantee that the actions taken 1vill
safeguard the Client from liabiliot and that any such services provided by Gallagher shall not constitute the practice of law.
Gallagher is not authorized to practice law. Accordingly, the Client should consult with its own legal advisers regarding
compliance wilh applicable law, including without limitation Employee Retirement Income Security Act of 1974 (ERISA) and
the U.S. Internal Revenue Code (IRC).
Gallagher Consulting Agreement
121216
Page 9 of 10
EXHIBIT B
COMPENSATION DISCLOSURE STATEMENT
Tine of Commission/ Supplemental Third Party Direct Client Effective
Coverage/Service Insurance Company Compensation I Compensation Fees3 I I Date
Consulting Services n/a n/a n/a $80,000 01/01/2018
It should also be noted that:
• Gallagher is not an affiliate of the insurer or vendor whose contract is recommended. This means the
insurer or vendor whose contract is recommended does not directly or indirectly have the power to exercise
a controlling influence over the management or policies of Gallagher.
• Gallagher's ability to recommend other insurance contracts or vendors is not limited by an agreement with
any insurance carrier or vendor and Gallagher is effecting the transaction for applicable plan(s) in the
ordinary course of Gallagher business. Thus, pertinent transaction(s) are at least as favorable to the
applicable plan(s) as an arm's length transaction with an unrelated party.
• Gallagher is not a trustee of the plan(s) and is neither the Plan Administrator of the plau(s), a Named
Fiduciary of the plan(s), nor an employer which has employees in the plan(s).
For Employers and Plan Sponsors Subject to ERISA: This Disclosure Statement is being given to the Client (1) to make
sure Client knows about Gallagher's and Gallagher affiliates' income before purchasing an insurance product and (2) for plans
subject to ERISA, to comply with the disclosure, acknowledgment and approval requirement of Prohibited Transaction Class
Exemption No. 84-244, which protects both Client and Gallagher. Disclosure must be made to an independent plan fiduciary
for the ERISA Plan(s), and Client acknowledges and eonfnms that this is a reasonable transaction in the best interest of
participants in its ERISA Plan(s),
For more information on Gallagher's compensation arrangements, please visit
www.aig,conVoompensation. In the event a client wishes to register a formal complaint regarding
compensation Gallagher receives, please send an email to Compensation_Complaints@ajg.com.
' Commissions include all commissions/fees paid to Gallagher that are attributable to a contractor policy between a plan and an insurance
company, or insurance service. This includes indirect fees that are paid to Gallagher paid by a third party, and includes, among other things,
the payment of "finders' fees" or other fees to Gallagher for a transaction or service involving the plan.
s Gallagher companies may receive supplemental compensation referred to in a variety of terms and definitions, such as contingent
commissions, additional commissions and supplemental commissions.
' Direct bees invludc compensation to Gallagher paid for direerly by the plan sponsorlGlicm,
Which allows all exclaplion rrom a prohibited rrunsaction under Section 408(a) of the F niployee Retirement Income Security Act of 1974
(ERISA).
s In making these disclosures, no position is taken, nor is one to be inferred, regarding the use of assets of a plan subject to ERISA to purchase
such insurance.
Gallagher Consulting Agreement
121216
Page 10 of 10