Mercer Health Agreement and Benefits Service Schedule 2020 City of •
Dept.Purchasing
Memo
To: Chris Johnson, City Clerk
From: Keith Watts, Purchasing Manager
CC: Christena Barney, Reba White, Bill Nary
Date: 7/7/2020
Re: July 14th City Council Meeting Agenda Item
The HR Department, respectfully requests that the following item be placed on the July 1411
City Council Consent Agenda for Council's consideration.
Approval of Mercer Engagement Letter Agreement for 2020 Benefit Brokerage
Services for the NOT TO EXCEED amount of$60,000.
Recommended Council Action: Approval of Engagement Letter Agreement for
Benefit Brokerage Services for the NOT TO EXCEED amount of$60,000.
Thank you for your consideration.
• Page 1
Meridian City Council Meeting Agenda July 14,2020— Page 150 of 234
2020 MERCER HEALTH & BENEFITS SERVICE SCHEDULE
CITY OF MERIDIAN
This Service Schedule appends the Statement of Work entered into by and between Mercer
Health & Benefits and City of Meridian dated December 20, 2019.
Our Services will consist of the following:
Client Strategy Development
■ Conduct strategic planning sessions to review agreed upon performance metrics of Client's
current employee benefit coverages and establish future objectives and strategies to
manage Client's employee benefit coverages to which this agreement applies.
■ Planning session — 1 per year
■ Pre-Renewal - 1 per year
■ Renewal meeting - 1 per year
■ Benefit Committee Meetings — 1 per month
■ Council Meetings —As requested by client
■ Wellness Committee Meetings — Participate as necessary
■ Meet with the Client's Benefits Committee monthly to discuss strategy, healthcare trends
and changes, and open items.
■ Benchmark health plan costs and employee contributions to industry, size and regional
standards on an annual basis.
Renewal/Marketing
■ Develop a mutually agreeable renewal action plan and timeline that meets the Client's
stated objectives.
■ Upon the request of Client, we will assist Client in the preparation of a RFP for purposes of
obtaining competitive quotes from the marketplace, based on the timeline below. We will be
the primary point of contact during the bidding process.
■ Medical, Rx- every 3-5 years
■ Dental - every 3-5 years
■ Life, STD, LTD - every 3-5 years
■ Stop Loss, if applicable—every 1 or 2 years based on renewal and client's
direction
■ When marketing your coverages, we will prepare an analysis comparing proposals to
current costs, plan designs, administrative capabilities, network discounts and network
accessibility as applicable.
■ With respect to the Client's annual renewal process, we will conduct a benefits program
review of the benefits coverages for which Mercer is named Broker of Record to include
negotiations, on Clients' behalf, with current vendors/carriers, as per Clients' request.
■ At client's request, conduct review of vendor-produced communication and open enrollment
pieces for plan rate and accuracy.
Meridian City Council Meeting Agenda July 14,2020— Page 151 of 234
2020 Mercer Health & Benefits Service Schedule
Negotiation/Placement
■ Identify and negotiate on the Client's behalf with insurers and other benefit program
providers and keep the Client informed of significant developments as we understand them
to be. We shall be authorized for purposes of this Agreement to represent and assist the
Client in all discussions and transactions with all insurers/providers, provided that we shall
not place any insurance or vendor programs on behalf of the Client unless so authorized by
the Client.
■ Assist with documentation and other steps to obtain commitments for and implement
insurance policies and other services selected by the Client regarding its employee benefits
program upon the Client's instructions, it being understood that we will not independently
verify or authenticate information not originating from us necessary to prepare proposals or
underwriting submissions and other documents relied upon by insurers/providers, and the
Client shall be solely responsible for the accuracy and completeness of such information
and other documents furnished to us and/or insurers/providers and shall sign any
application for coverage. The Client understands that the failure to provide all necessary
information to an insurer, employee benefit provider or third party vendor whether intentional
or by error, could result in the impairment or voiding of coverage or service.
■ Provide Client access to insurers with whom Mercer is appointed and other service
providers as agreed with the Client and use our commercially reasonable efforts to place
insurance policies and other services selected by the Client regarding its employee benefit
program on behalf of the Client, if so instructed by the Client.
■ Review policies and contracts for accuracy and conformity to specifications provided by
Client and the related negotiated coverages.
Ongoing Analysis/Projections
■ Analyze factors driving Client's plan costs. In connection with such analysis, we will review
carrier/vendor utilization reports to determine possible causes of identified cost increases.
Assist Client in managing these risks and costs.
■ Establish claims reports for identified coverages Medical, Rx and Dental, detailing paid
claims (and reimbursements if applicable), premium/funding and enrollment summaries. We
will review these reports with Client on a quarterly basis and will identify and discuss trends
and potential problems.
■ Provide agreed upon cost projections on an annual basis to determine gross cost scenarios
that meet Client objectives.
■ Review funding methodology on annual basis to determine if benefits funding structure
meets Client objectives.
Vendor Management
■ Act as a liaison between the Client and insurers/ providers for the lines of coverage and
services that we have placed or obtained on behalf of Client or for which Mercer is named
as the broker of record.
2
Meridian City Council Meeting Agenda July 14,2020— Page 152 of 234
2020 Mercer Health & Benefits Service Schedule
■ Follow up with insurance carriers/providers for timely issuance of policies and contracts.
■ Follow up with insurance carriers/providers with respect to the payment or return premiums.
■ Assist the Client in connection with issues relating to interpretation of insurance
policies/contracts placed by us.
■ Provide information/coverage summaries for all new coverages and updates on changes to
existing coverages.
■ Assist Client in the implementation of the benefit program by dealing with vendor/carriers
and performing contract and SPD review for purposes of determining conformity to agreed
upon plan provisions and costs.
Stop Loss Services
By retaining Mercer, Client hereby authorizes Mercer to perform the following services on
Client's behalf with respect to its Stop Loss insurance coverage placement:
■ Meet with Client to develop a stop loss placement strategy that meets Client's stated
objectives.
■ Request and negotiate the terms and conditions of the stop loss insurance renewal from the
current insurer and present the insurer's proposed renewal package to Client.
■ Conduct a stop loss marketing as agreed based on a list of stop loss carriers selected by
Client and its desired terms of coverage.
■ If necessary, facilitate communication between Clients' medical and prescription drug
vendors and stop loss insurer to establish reporting responsibilities and timing of data
required for the purpose of securing stop loss coverage.
■ Follow up with insurance carrier for timely issuance of policies and contracts.
■ Review policies and contracts for accuracy and conformity to specifications provided by
Client in the placement strategy meeting.
■ We will assist Client with access to the stop loss insurance marketplace and use our
commercially reasonable efforts to place stop loss policies selected by Client on its behalf, if
so instructed.
■ If requested, we shall transmit information and data supplied by Client or on its behalf
without independently verifying the accuracy, completeness or timeliness of the data to the
stop loss insurer.
Important Limitations on Mercer's Marketing of Client's Stop Loss Policy
We do not make any representations about an insurer's or MGU's payment or claims denial
practices. We do not warrant in any way that all claims submitted to the stop loss carrier will be
approved and ultimately reimbursed. Also, the terms and conditions of covered claims for the
stop loss insurance policy may not fully correlate with the benefits covered under Client's
benefits program.
With respect to Client's Stop Loss insurance coverage placement, Client is responsible for the
following:
■ Client will name Mercer as the broker-of-record for your stop loss coverage.
3
Meridian City Council Meeting Agenda July 14,2020— Page 153 of 234
2020 Mercer Health & Benefits Service Schedule
■ Client will provide all data/information as required by the stop loss insurer in a timely
manner. Client is responsible for the accuracy and completeness of such data and
information.
■ Client is responsible for timely submission of claims requests and confirmation that
appropriate reimbursements have been issued by the stop loss insurer.
■ Client is responsible for disclosing all potentially high exposure claims as defined by the stop
loss insurer.
■ Client is responsible for reviewing and executing a confirmation of coverage letter before
binding of coverage.
Wellness
Mercer will help the Client deploy strategies and tactics that improve the health, wellbeing and
productivity of the workforce. We recommend that the Client develop "guiding principles" to
establish best-practice wellness or well-being programs.
We will leverage our HERO Scorecard, to better understand the Client's approach. The use of
the on-line survey will help us determine gaps and opportunities for improvement. We will share
our HERO Scorecard best practices with the Client.
We will work with you to determine the best measures for the evaluation of your program(s). All
wellness or well-being programs should help increase ownership and health awareness,
promote health behaviors, increase engagement, as well potentially leading to better financial
outcomes. The goal for the Client is to foster a culture of well-being.
Other Services
■ Provide the following health and welfare plan legislative and regulatory compliance support
as mutually agreed:
■ Updates on pertinent federal benefits legislation and their potential impact to
employers' health and welfare benefit plans
■ Consultative and strategic guidance related to compliance with IRS, DOL and HHS
regulations as mutually agreed from time-to-time
■ Assist Client in responding to inquiries related to federal laws and regulations
including ERISA, COBRA, HIPAA and the Affordable Care Act (ACA).
■ Assist in reviewing of health and welfare plan SPDs, SMMs, and mutually agreed
plan documents for Medical, Rx, Dental and Vision.
■ Advise Client with respect to available technology platforms to support delivery and
administration of its employee benefit plan.
While our team of ERISA attorneys are available to review documents and advise on issues,
since we are not a law firm , we cannot practice law or render legal opinions
4
Meridian City Council Meeting Agenda July 14,2020— Page 154 of 234
2020 Mercer Health & Benefits Service Schedule
Communication Services
■ Assist Client with the preparation of communication materials relating to the health and
benefit program to which this Letter applies.
Core Communication Services
■ Benefits Brochure
■ Cover Letter
■ Rate Sheet
■ Poster
■ Postcard
■ Envelope
■ Healthy Habits Newsletter (4 issues a year)
OR
Enhanced Communication Services
■ Open Enrollment Presentation
■ Enrollment Form
■ Expanded Medical Spread
■ Benefits Wallet Card
■ HSA Checklist
■ HSA Pre-Enrollment Postcard
■ HSA Post-Enrollment Postcard
■ Required Notices Booklet
Printing, fulfillment, courier and shipping costs are not included as part of these communications
services.
Client is responsible for:
• If applicable, providing any photography or other artwork to be used in design
• Providing all information required by Mercer to complete the services as outlined above
in a timely manner
• Reviewing and providing comments on all communication drafts in a timely manner
• Approving drafts for distribution to employees
ACA Compliance Resources
Affordable Care Act Consulting Services
Note that any ACA compliance consulting is based on Mercer's current general understanding
of the law and regulations as of the date hereof, which can change from time to time, and
should not be construed as, nor is it intended to be, legal advice.
Complying with Employer Shared Responsibility Rules
• For purposes of complying with the employer shared responsibility rules Mercer will:
o Help Client understand which employers are subject to the employer shared
responsibility rules per Mercer's general understanding at the time the work is
performed.
5
Meridian City Council Meeting Agenda July 14,2020— Page 155 of 234
2020 Mercer Health & Benefits Service Schedule
o Provide the general Mercer understanding of the definition of"employee."
o Help Client understand the definition of"reasonably expected to work 30 hours,"
variable hours employees, new hire versus re-hire, seasonal, etc. and how that
may apply to certain employee classes (interns, seasonal, temporary, others).
o Help Client understand, per Mercer's general understanding, which hours to
count when determining "full-time" employees, including specific administrative
issues related to: salaried/hourly; leaves of absence; disability pay; rehires;
difficult job classes (e.g. commissioned salespeople).
o Assist Client with determining the appropriate method to count hours — monthly
measurement or lookback measurement and stability period approaches
(ongoing and new hire). We will also consider alternatives to counting hours.
o Provide guidance on how to track hours, focused specifically on how hours data
translates into measurement approach; for lookback measurement period,
monthly cycle for"full time" new hires; typically an annual cycle for"variable hour"
new hires and ongoing employees.
o Help Client understand the rules requiring employers to provide minimum
essential coverage (MEC) to "substantially all" full-time employees and their
dependent children.
• We will review the current employer shared responsibility rules, and the minimum
essential coverage and employer shared responsibility reporting requirements, forms
and instructions through Mercer's ACA Readiness Review process.
• Help Client understand how penalties are determined, estimate the potential financial
impact and consider strategic approaches to remediate/mitigate the risk.
Complying with ACA Requirements
• Background and considerations on the Patient-Centered Outcomes Research Institute
(PCORI) fee and an illustration of the various methods permitted to count covered lives
and a table of PCORI fee rates for various time periods
• Provide Client with background and considerations on the Transitional Reinsurance Fee
and an illustration of the various methods permitted to calculate covered lives.
• Review the ACA plan design requirements to determine which requirements apply (i.e.,
preventive care, OOP maximums, annual/lifetime dollar limits, etc)
• Review the ACA group health plan employer reporting and disclosure requirements to
determine which requirements apply, and the applicable effective dates.
• Help Client understand the ACA requirements for wellness programs.
• Provide an overview of the 40% excise tax on high cost coverage that goes into effect in
2020 including what coverages are included/excluded from the tax based on information
currently available.
• Review the impact of losing grandfathered status.
• Provide an ACA compliance review of employee communications.
6
Meridian City Council Meeting Agenda July 14,2020— Page 156 of 234
City Of Meridian
Detailed Statement of Revenues and Expenditures - Rev and Exp Report - Keith
1540 - Human Resources
01 - General Fund
From 10/1/2019 Through 9/30/2020
Percent of
Budget with Current Year Budget Budget
Amendments Actual Remaining Remaining
PERSONNEL COSTS
42025 Employee Benefit Fees
174,068.00 0.00 174,068.00 100.00%
0000 NON-DEPARTMENTAL 0.00 24,330.70 (24,330.70) 0.00%
10769 Benefit Brokerage and 0.00 25,000.00 (25,000.00) 0.00%
Consulting
11037 Self Funding Trust 0.00 17,468.00 (17,468.00) 0.00%
Total PERSONNEL COSTS 174,068.00 66,798.70 107,269.30 61.62%
TOTAL EXPENDITURES 174,068.00 66,798.70 107,269.30 61.62%
Date: 6/12/20 10:49:23 AM gage: 1
Meridian City Council Meeting Agenda July 14,2020- Page 157 of 234
M MERCER Shelli R . Stayner
Principal
MAKE TOMORROW, TODAY
800 W. Main Street, Suite 1250
Boise , ID 83702
+ 1 208 338 6477
Shell i . r. stayner@mercer. com
www. mercer. com
December 20 , 2019
Ms . Christena Barney
Human Resources
City of Meridian
33 E . Broadway Avenue
Meridian , ID 83642-2631
Subject : Statement of Work
Dear Christena :
i
The objective of this Statement of Work (" SOW" ) is to confirm the scope of our work and the compensation
for this engagement , 2020 Scope of Service . This SOW is subject to the terms and conditions contained in
our engagement letter dated December 20 , 2019 . All capitalized terms not defined in this SOW shall have
the meanings ascribed to them in our existing engagement letter.
1 . Description of Mercer responsibilities : See attached Service Schedule
Additional projects requested by you that individually are not expected to exceed $ 10 , 000 will be billed
i ( i ) at time and expense (based on our hourly billing rate in effect at the time the work is performed ) , ( ii )
fon a fixed fee basis or ( iii ) as otherwise mutually agreed in writing and will , in each case , be subject to
the terms of this Agreement .
2 . Description of client responsibilities :
You agree to furnish to Mercer' s representatives all information they may request as it pertains to your
insurance contracts , rates , rating schedules , surveys , reserves , retentions and all other financial data
they may request for their study of your present and future requirements in connection with the
insurance program to which this SOW applies .
You understand that the failure to provide , or cause to provide , complete , accurate , up-to-date , and
timely documentation and information to us , an insurer, or other service provider, whether intentional
or by error , could result in impairment or voiding of coverage or service . You agree to review all
MMARSH & MCLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 2
December 20 , 2019
Ms , Christena Barney
City of Meridian
policies , endorsements and program agreements delivered to you by us and will advise us of anything
which you believe is not in accordance with the negotiated coverage and terms within thirty (30) days
following receipt .
3 . Period of time over which work will be performed : January 1 , 2020 through December 31 , 2020 .
i The Services under this SOW shall be provided from January 1 , 2020 to December 31 , 2020 (" Initial
Term " ) and shall automatically renew for consecutive one ( 1 ) year terms thereafter (each a " Renewal
Term " ) . Prior to the start of each Renewal Term , Mercer will send Client a copy of this SOW together
with a request to reconfirm that the Services set forth in this SOW will continue for the following year.
The Parties agree that the Services outlined in this SOW reflect the Services Client wants Mercer to
perform for the following 12—month period , unless the Client informs Mercer in writing to the contrary
within ten ( 10) business days of Client' s receipt of such confirmation request by Mercer .
i
4 . Compensation /fees :
Our compensation for the services described herein will be professional fees in the amount of $60 , 000
and base commissions received from carriers/providers as set forth in Mercer' s Transparency
Disclosure and Consent Form or such form ' s equivalent .
We will bill you monthly with such invoices due within thirty (30 ) days of your receipt of an undisputed
invoice . If any invoice remains unpaid for longer than ninety (90 ) days from the date of the invoice , we
may either suspend the provision of the services until payment is received or terminate this SOW with
immediate effect .
You may be billed this compensation pursuant to a Billing and Collection Agreement or other similar
arrangements with the applicable third party . If you fail to make payments more than ( 30 ) days after
i
the due date , we may exercise our right to claim interest for late payment . If such failure to pay
extends beyond ninety ( 90 ) days , we may either suspend the provision of the services until payment is
received or terminate this SOW with immediate effect .
MARSH & MCLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 3
December 20 , 2019
Ms , Christena Barney
City of Meridian
In the event Client terminates this SOW prior to the expiration of the Initial Term or Renewal Term , the
parties agree that Mercer will not have received full compensation for Services performed and that
further compensation is due Mercer . For purposes of determining compensation owed to Mercer, the
parties further agree that Mercer will be deemed to have earned , for the performance of its annual
Services , 100 % of its annual compensation .
Client shall pay any outstanding compensation due Mercer in the event the Client is unable to cause
its carrier or replacement broker to pay Mercer a portion of future commissions to fully compensate
Mercer for Services performed based on the schedule above . In such event , Mercer will calculate the
outstanding compensation based on commissions paid to Mercer for the final full month that Mercer
served as broker of record .
Mercer has entered this SOW with Client based , in part , on an expectation that base commissions will
adequately compensate Mercer for the performance of the Services . From time to time , the level of
premium volume and in turn resulting commission that is based upon premium volume may reduce
due to a number of factors , including external events such as reductions in force or beneficial cost
reducing decisions made by the Client . In such situations , Client agrees to renegotiate the overall level
of compensation Mercer receives within 90 days of Mercer notifying Client of such reduction by ( i)
working with Mercer and the applicable carriers to increase Mercer' s commission rates and/or ( ii)
directly providing Mercer additional compensation , to the extent permitted by law , for the purpose of
maintaining a level of compensation for Mercer consistent with the Services provided hereunder. Such
consideration will be made when the aggregate commission amounts received by Mercer across all
i
lines of coverage subject to this SOW decrease from the prior year.
In addition to other compensation listed , we also bill for necessary travel and other expenses related to
the services requested .
I,
In the event Client terminates this SOW prior to the expiration of the Initial Term or Renewal Term , any
unpaid compensation with respect to such Term ( or the current year in the event of a multiple year
term) shall be accelerated and shall be due and payable to Mercer within 30 days of the effective date
of termination .
MARSH & MCLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 4
December 20 , 2019
Ms . Christena Barney
City of Meridian
5 . Subcontractors :
We may need to utilize various subcontractors ( " Subcontractors" ) in the course of our provision of the
Services to assist us in such tasks as printing and mailing , development of interactive tools , graphic
design , etc. You consent to our use of the Subcontractors and further acknowledge and agree that we
may provide such Subcontractors with your Confidential Information , including Work , on a confidential
and a need to know basis for the purposes contemplated by this SOW .
6 . Use of Name and Logo :
The parties agree and acknowledge that Mercer may need to use your name , logo , tradename and /or
mark in connection with the performance of the Services . You consent to such use , and grant to
Mercer and its agents , vendors and subcontractors of a non-exclusive , royalty-free , limited license to
use your name , logo and any tradename or mark only in connection performance of the Services . The
parties further agree that such use will be subject to your instruction , direction or prior written approval
as to style , form , context and general content . You will not unreasonably delay or withhold your
approval .
7 . Additional Disclosures :
A . We are not responsible for the adequacy or effectiveness of any insurance program or policy
I
implemented by another broker , or any acts or omissions occurring prior to our engagement . We
do not act on behalf of any insurer or other service provider, are not bound to utilize any particular
insurer or service provider, and do not have the authority to make binding commitments on behalf
of any insurer or service provider . In addition , we do not guarantee or make any representation or
warranty that coverage or service can be placed on terms acceptable to you . We are not
responsible for the solvency or ability to pay claims of any insurance carrier or for the solvency or
i
ability of any service provider to provide service . Insurance carriers or service providers with which
your other risk or insurance coverage or other business is placed will be deemed acceptable to
you , in the absence of contrary instructions from you .
B . Mercer and its Affiliates serve a wide array of clients , including clients who compete with or whose
interests may be adverse to one another . In addition , Mercer interacts with insurance carriers and
other service providers through numerous business and contractual relationships , including
serving as a broker for its clients and receiving commissions from carriers , providing consulting or
administration services to carriers , and auditing carriers ' claims data . Mercer is committed to
MMARSH & McLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 5
December 20 , 2019
Ms . Christena Barney
City of Meridian
serving each of its clients in an objective manner and maintaining the confidentiality of each of its
client' s information . Notwithstanding anything to the contrary in the engagement letter, when
providing Services to Client pursuant to this SOW , Mercer may use its Affiliates , from time to time ,
to assist in the performance of such Services .
C . You expressly acknowledge that , with respect to the provision of the Services , we are not, nor are
any of our Affiliates or subcontractors , an " administrator" within the meaning under applicable law ,
including the Employee Retirement Income Security Act of 1974 , as amended (" ERISA" ) , nor , with
respect to the provision of the Services , are we or any of our Affiliates or subcontractors a
"fiduciary " within the meaning under applicable law or ERISA , unless provided otherwise herein or
required by applicable law .
D . Title V of the Gramm - Leach - Bliley Act and related state laws and regulations establish limitations
on the use and distribution of non- public information collected by financial institutions from their
customers and consumers . Our insurance- related work qualifies us as a financial institution under
this Act . Our Privacy Policy Notice and additional information regarding other compliance policies
at Mercer , including our conflicts of interest policy is available at the following web address
http : //www . mercer, com/insights/point/2014/transparency . htm1 . At this web address you will also
find information regarding Marsh & McLennan Companies , Inc . and its subsidiaries ' equity
interests in certain insurers and contractual arrangements with certain insurers and wholesale
brokers .
E . Mercer is unable to provide insurance broking , risk consulting , claims or other services or provide
any benefit to the extent that the provision of such services or benefit would violate applicable law
or expose Mercer or its Affiliates to any sanction , prohibition or restriction under UN Security
Council Resolutions or under other trade or economic sanctions , laws or regulations .
(Remainder of this page left blank intentionally)
MARSH & McLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 6
December 20 , 2019
Ms . Christena Barney
City of Meridian
We appreciate your business and look forward to working with you on this engagement . Please
acknowledge your agreement to the terms contained herein by signing below .
Mercer Health & Benefits LLC
By : a 4'
Name : Shelli R . Stayner Date : December 20 , 2019
( Please Print)
Title : Principal
ACCEPTED AND AGREED
City of Me ' dian
By :
Name : 46cAWlnl ' w Date : lab
( Please Print)
Title : .r
MARSH & MCLENNAN
COMPANIES
M MERCER Shell ! Stayner
Principal
MAKE TOMORROW, TODAY
800 K Main Street, Suite 1250
Boise , ID 83702
+ 1 208 338 6477
shelli . r. stayner@mercer. com
www. mercer. corn
I
December 20 , 2019
Ms . Christena Barney
Human Resources
City of Meridian
33 E . Broadway Avenue
Meridian , ID 83642-2631
Subject : Engagement Letter Agreement
Dear Christena :
We are delighted to have the opportunity to work with City of Meridian ("You " or " Client") . This letter of
engagement and the attached Standard Terms and Conditions (collectively , the "Agreement' ) is to govern
any services that have been or will be provided to You (" Services ") by Mercer Health & Benefits , LLC
(" Mercer" or "We") . Statements of Work (each an " SOW' ) will set out ( 1 ) our respective responsibilities
with respect to any Services ; (2) the information and data We will need in order to perform the Services ; (3 )
any time constraints on the performance of the Services ; and (4 ) the compensation We will receive for
performing the Services . To the extent You have accepted any SOWs at any time prior to the execution of
this Agreement, such SOWs shall be subject to the terms of this Agreement . For purposes of this
Agreement, the term "Agreement' shall include any SOWs .
We appreciate your business and look forward to working with You . If You have any questions about
these terms and conditions , please do not hesitate to call me . If not , please indicate Your agreement to the
terms of this Agreement by signing the enclosed copy of this Agreement and SOW , if applicable , and
returning it to us .
{The remainder of this page intentionally left blank . )
MARSH & McLENNAN
Services provided by Mercer Health & Benefits LLC. COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 2
December 20 , 2019
Ms . Christena Barney
City of Meridian
Mercer Health & Benefits LLC
By :
Name : Shelli Stayner Date : December 20 , 2019
( Please Print)
Title : Principal
ACCEPTED AND AGREED
City of Ref than
By : �
Name : d Date : � U
( Please Print)
Title : maq w
I
MARSH & MUENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 3
December 20 , 2019
Ms , Christena Barney
City of Meridian
Terms and Conditions
These terms and conditions are supplementary to Our Agreement and , in conjunction with it , express the
terms and conditions on which We will act for You . Unless an SOW specifically modifies one of these terms ,
these terms will prevail should there be any inconsistency between them and any SOW .
1 . Definitions . the Services to the extent any Loss arises from
A reference to " You " or " Your" is a reference to or is related to the failure to perform such
the Client and a reference to "We" , " Us" or " Our" additional work ,
is a reference to Mercer or Mercer' s Affiliates .
"Affiliate" means , with respect to either party , 3 . Compensation
any entity directly or indirectly controlling , We perform Services in consideration of Your
controlled by or under common control with payment of Our professional fees , commission
such party, or other amount payable to Us
(" Compensation ") as set forth in the applicable
2 . Your Responsibilities SOW or otherwise agreed . We will bill You
You will provide Us all necessary and monthly for Our reasonable expenses . You are
reasonably requested information , direction and responsible for any sales or similar taxes related
cooperation to enable Us to provide the to the performance or receipt of the Services .
Services . We shall use all information and data Our Compensation is payable within 30 days of
supplied by You or on Your behalf without the date of receipt of Our invoice . If any
independently verifying the accuracy , undisputed invoice remains unpaid for longer
completeness or timeliness of it except to the than 90 days , We may suspend the provision of
extent required by generally accepted the Services until payment is received .
professional standards and practices . Should
any information supplied by You or on Your 4 . Termination
behalf be incomplete , inaccurate , not up-to- This Agreement will continue until terminated by
date , or if You unreasonably delay Your You or Us giving the other party 90 days written
provision of the information , We will not be notice or by mutual agreement between You
responsible for any delay or liability arising and Us . Upon the effective date of termination
therefrom . In the event that it is necessary or We will cease to provide any of the Services
appropriate to perform any additional work as a unless otherwise agreed in a SOW . Even after
result , We will obtain Your prior approval before termination however, Sections 5 to 17 of these
commencing such additional work ; provided terms and conditions will remain in effect ,
that if You do not provide such prior approval ,
� We shall not be obligated to perform such 5 . Personal Information
additional work and We shall have no liability for Each party will comply with its obligations
arising from data protection and privacy laws in
MMARSH & McLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 4
December 20 , 2019
Ms , Christena Barney
City of Meridian
force from time to time to the extent applicable prior to disclosure or which would appear to a
to the Services . Unless otherwise permitted in reasonably prudent person to be confidential
this Agreement , any of Our use or processing of and/or proprietary in nature (" Confidential
information relating to an identified or Information") . The Receiving Party will not
identifiable individual that is subject to disclose such Confidential Information to any
applicable data protection , privacy or other person other than in connection with the
similar laws (" Personal Information " ) , shall be provision of the Services or as otherwise
done solely on Your behalf. We handle such provided for in this Agreement . This restriction
Personal Information in accordance with Your does not apply to information that ( i ) the
reasonable instructions or as reasonably Receiving Party must disclose by law or legal
i` necessary for purposes of providing the process , (ii ) is either already in the public
Services and will not handle such Personal domain or enters the public domain through no
Information in a manner inconsistent with the fault of the Receiving Party , ( iii) is available to
terms of this Agreement . We also confirm that the Receiving Party from a third party who , to
We have taken appropriate technical and the Receiving Party' s knowledge , is not under
organizational measures intended to prevent any non -disclosure obligation to the Disclosing
the unauthorized or unlawful processing of Party , or ( iv) is independently developed by or
Personal Information and the accidental loss or for the Receiving Party without reference to any
f destruction of, or damage to , Personal Confidential Information of the Disclosing Party .
Information . We may use information and data
provided by You so that We may , together with Our respective obligations under this provision
information and data provided by Our other shall survive for a period of five (5 ) years from
clients , create analytical trend data , databases the date of termination of this Agreement or for
and intellectual capital to improve the quality of such longer period as is required by law .
Our services for the benefit of all clients , Notwithstanding anything to the contrary in this
provided that no particular client or individual Agreement , but subject to the terms and
shall be identifiable . Notwithstanding the conditions of this Section , We may ( i ) retain
foregoing , You agree that Your name may copies of Confidential Information that is
appear in a list of participating organizations for required to be retained by law or regulation , ( ii )
such reports if You agreed to participate in Our retain copies of Our work product that contain
compensation and benefit survey and Confidential Information for archival purposes or
contributed Your data . to defend Our work product and ( iii ) in
accordance with legal , disaster recovery and
6 . Confidentiality records retention requirements , store such
Each party is likely to disclose information copies and derivative works in an archival
(" Disclosing Party" ) to the other (" Receiving format (e . g . tape backups) , which may not be
Party" ) from time to time in the course of the returned or destroyed .
Y ) Y
provision of the Services , which is marked or
designated as confidential or proprietary at or We may include Your name and Your contact
MMARSH & MCLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 5
December 20 , 2019
Ms , Christena Barney
City of Meridian
details and information about the terms of this DISCOVERED THE ACT , ERROR OR
Agreement in Our internal client management OMISSION THAT IS THE BASIS FOR SUCH
and conflict checking databases . CLAIM , WHICHEVER DATE IS SOONER ,
7 . Intellectual Property 9 . Limitation of Liability
All materials prepared by Us specifically and Our aggregate liability and the liability of Our
exclusively for You pursuant to this Agreement Affiliates and any officer, director or employee
("Work") will be owned exclusively by You . You of Ours and Our Affiliates (" Mercer Parties" ) to
acknowledge that We will retain all copyright You , Your Affiliates , Your officers , directors or
and intellectual property rights in the employees or those of Your Affiliates and any
methodologies , methods of analysis , ideas , third party (including any benefit plan , its
concepts , know- how , models , tools , techniques , fiduciaries or any plan sponsor) for any and all
skills , knowledge and experience and any Losses arising out of or relating to the provision
graphic or digitized representations of any of of any Services at any time by any of the Mercer
these that were possessed by Us before the Parties shall not exceed the greater of one times
commencement of, or acquired by Us during or the Compensation for the Services giving rise to
after, the performance of the Services such Loss and $ 100 , 000 . We shall have no
(" Intellectual Property" ) . To the extent any Work liability for the acts or omissions of any third
incorporates any Intellectual Property , We party ( other than Our subcontractors ) . In no
hereby grant You a non - exclusive , perpetual , event shall either party or its Affiliates be liable
fully- paid , non -transferable right to use such to the other party , its Affiliates or any third party
Intellectual Property solely for purposes of for any loss of profit or incidental , consequential ,
utilizing the Work in accordance with the terms special , indirect , punitive or similar damages .
of this Agreement and the applicable SOW . You The provisions of this Section 9 shall apply to
shall be responsible for and We shall have no the fullest extent permitted by law . Nothing in
liability with request to , modifications made by this Section 9 limiting the liability of a party shall
any person other than Us to the Work , apply to any liability that has been finally
Intellectual Property or other work provided to determined by a court to have been caused by
You by Us . the fraud of such party .
8 . Time to Bring Claim For purposes of this Agreement " Loss" means
ANY CLAIM , ACTION OR PROCEEDING IN damages , claims , liabilities , losses , awards ,
ANY FORUM AGAINST A PARTY OR ANY OF judgments , penalties , third party claims ,
ITS AFFILIATES WILL BE BARRED UNLESS interest , costs and expenses , including
THE OTHER PARTY BRINGS A CLAIM reasonable attorneys ' fees , whether arising
WITHIN ONE YEAR OF THE DATE UPON under any legal theory including , but not limited
WHICH THAT PARTY (i ) FIRST to claims sounding in tort (such as for
DISCOVERED , OR ( ii ) UPON THE EXERCISE negligence , misrepresentation or otherwise) ,
OF REASONABLE DILIGENCE COULD HAVE contract (whether express or implied ) , by
1
MMARSH & MCLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 6
December 20 , 2019
Ms . Christena Barney
City of Meridian
statute , or otherwise , claims seeking any kind of 13 . WAIVER OF JURY TRIAL
damages and claims seeking to apply any EACH PARTY , ON BEHALF OF ITSELF AND
standard of liability such as negligence , ITS AFFILIATES , TO THE FULLEST EXTENT
statutory violation or otherwise . For the PERMITTED BY LAW , KNOWINGLY ,
avoidance of doubt , multiple claims arising out VOLUNTARILY , AND INTENTIONALLY
of or based upon the same act , error or WAIVES ITS RIGHT TO A TRIAL BY JURY IN
omission , or series of continuous , interrelated or ANY ACTION OR OTHER LEGAL
repeated acts , errors or omissions shall be PROCEEDING ARISING OUT OF OR
considered a single Loss . RELATING TO THIS AGREEMENT OR ANY
SERVICES PROVIDED BY MERCER OR ITS
10 . Use of Our Reports and Recommendations AFFILIATES , THE WAIVER APPLIES TO ANY
You agree to not publish or otherwise disclose ACTION OR LEGAL PROCEEDING ,
any advice given to You or other material or WHETHER SOUNDING IN CONTRACT , TORT
Work supplied by Us in connection with the OR OTHERWISE , EACH PARTY AGREES
Services to any third party , other than Your NOT TO INCLUDE ANY EMPLOYEE ,
attorneys or financial advisors without Our prior OFFICER , OR DIRECTOR OF THE OTHER AS
consent , or use such advice or material or Work A PARTY IN ANY ACTION , PROCEEDING OR
other than as mutually contemplated in writing . COUNTERCLAIM RELATING TO SUCH
11 . Law and Jurisdiction DISPUTE .
Any and all actions or proceedings arising out
of, or relating to this Agreement , any Services 14 . Warranties of Mercer
provided up to this date or any and all SOWs will Except as expressly set forth in this Agreement ,
be governed by and interpreted in accordance We expressly disclaim any warranty , express or
with the laws of the State of New York and will implied , including but not limited to any implied
be subject to the exclusive jurisdiction of the warranty of merchantability and fitness for a
courts of the State or New York . particular purpose .
12 . Notices 15 . Entire Agreement
Any notice that is to be given by one party to the This Agreement is the complete , entire and fully
other under this Agreement will be given in integrated agreement between the parties . This
writing and delivered to 800 W . Main St , Suite Agreement (including any SOW and any
1250 , Boise , ID 83702 with a copy to the Legal schedules or exhibits attached hereunder)
Department , Mercer , 1166 Avenue of the supersedes , revokes , cancels , extinguishes
Americas , New York , New York 10036 if to Us and replaces all prior or contemporaneous
or 33 E . Broadway Ave , Meridian , ID 83642 if to understandings , agreements , undertakings ,
You , or any other address specified by notice negotiations and discussions , whether oral or
subsequently by one Party to the other. A notice written , between the parties . The parties agree
will be effective upon receipt , that , except for the obligations under this
MMARSH & MCLENNAN
COMPANIES
M MERCER
MAKE TOMORROW, TODAY
Page 7
December 20 , 2019
Ms . Christena Barney
City of Meridian
Agreement , they have no obligations to one cannot be reasonably relied on by a third party ,
another and have not relied upon any promises ,
representations , warranties , agreements , Each provision of these terms and conditions is
covenants or undertakings , other than those severable and , if any word , phrase , clause or
expressly set forth in this Agreement . Because sentence is or becomes invalid , unenforceable
the parties are of equal commercial or contravenes any applicable regulations or
sophistication in negotiating contracts and have law or is unenforceable for any reason , such
negotiated this Agreement at arms' length , it word , phrase , clause or sentence shall be
shall not be construed for or against any party . modified , deleted or interpreted in such manner
so as to afford the party whose benefit it was
16 . Advice on Legal Matters intended the fullest benefit commensurate with
Mercer is not a law firm . The Services provided making this Agreement as modified ,
hereunder, which may include commenting on enforceable and the balance of this Agreement
legal issues or drafting documents , are not will not be affected thereby , the balance being
intended to be a legal opinion , nor are they construed as severable and independent .
intended to create an attorney- client
relationship or attorney- client privilege . Neither party will be in default or liable for any
Accordingly , we recommend that you secure delay or failure to comply with this Agreement
the advice of legal counsel with respect to any due to any act beyond the reasonable control of
legal matters related to the Services or the affected party .
otherwise .
Except with respect to a change in address for
17 . No Publicity . notices , this Agreement cannot be amended
You agree not to refer to Us or attribute any except in a writing signed by each party . Neither
information to Us in the press ( including for the party may assign this Agreement without the
purpose of advertising or promotion , or for the written consent of the other party , except We
purpose of informing or influencing any other may assign to an Affiliate with reasonable prior
party , including the investment community) , written notice to You . We may subcontract with
without Our prior written consent . We agree not any of Our Affiliates upon reasonable prior
to refer to You in the press or for promotional written notice to You , and We may subcontract
purposes without Your prior written consent ; with third parties with Your prior written consent .
provided , that We may include Your name in
Our representative client listing . This Agreement may be executed and delivered
( including by facsimile or a scanned PDF
18 . General version ) in one or more counterparts , each of
Neither these terms and conditions nor the which when executed shall be deemed an
provision of the Services is intended to confer original , but all of which taken together shall
any rights or benefit on any third party . The constitute one and the same agreement .
provisions of Services under this Agreement
MARSH & MUENNAN
COMPANIES
I
I
i
M MERCER
MAKE TOMORROW, TODAY
Page 8
December 20 , 2019
Ms , Christena Barney
City of Meridian
The parties hereby represent and warrant that
their respective signatories above have full legal
authority to enter into this Agreement and each
of its terms on their behalf .
Mercer is unable to provide insurance broking ,
risk consulting , claims or other services or
provide any benefit to the extent that the
provision of such services or benefit would
violate applicable law or expose Mercer or its
Affiliates to any sanction , prohibition or
restriction under UN Security Council
Resolutions or under other trade or economic
sanctions , laws or regulations .
I
MARSH & MCLENNAN
COMPANIES