4740E487-E21E-8839-C282065471954566.pdf

C O N T R A C T

Between

FRANKLIN COUNTY BOARD OF COMMISSIONERS

And

METROPOLITAN LIFE INSURANCE COMPANY

This Contract entered into by and between Metropolitan Life Insurance Company, a New York corporation having its principal place of business located at 200 Park Avenue, New York, New York (hereafter referred to as “Contractor”) and the Franklin County Board of Commissioners, on behalf of the Franklin Cooperative Health Improvement Program (hereafter referred to as “County”) to provide Voluntary Group Short and Long Term Disability Insurance Plans, and Employer Paid Short and Long Term Disability Plans pursuant to the authority of Sections 307.86 to 307.92 of the Ohio Revised Code and under the approval of Resolution No.________ dated _________________, 2022.

For the mutual considerations herein specified, Franklin County and the Contractor have agreed and do hereby agree as follows:

Section 1 Administrative Requirements

This Contract consists of the group insurance policy (Exhibit 4, incorporated herein by reference), the complete Request For Proposals (hereafter referred to as RFP) including these Contract Terms and Conditions, the RFP specifications, Pricing Form, all documents requiring Contractor’s signatures, and any written amendments/addendums to the RFP; the Contractor’s complete competitive sealed RFP submission, including proper modifications, clarifications, and samples; and applicable resolutions, purchase orders and/or other ordering documents.

Any inconsistency in this Contract shall be resolved by giving precedence in the following order:

1) This signed Contract;

2) All attached exhibits including Exhibit 1 Updated Pricing, Exhibit 2 Updated Performance Guarantees, and Exhibit 3 Updated Questionnaire, except Exhibit 4 the group insurance policy referenced immediately below;

3) The group insurance policy (Exhibit 4, incorporated herein by reference), which is made up of the following: 1. The insurance policy, including its Exhibits; 2. the amendments and endorsements to the insurance policy, if any;

4) The proposal submitted by the Contractor; and

5) The County’s RFP # 2020-06-35.

Notwithstanding the foregoing, the group insurance policy shall take precedence over the other documents and shall control all matters with respect to the terms and conditions of the insurance.

Section 2 Pricing and Delivery of Services

This is a no-cost Contract to the County as long as the services provided are employee-paid. Should the parties mutually agree to provide employer-paid Short-Term Disability benefits, the pricing as outlined in Exhibit 1 shall be guaranteed by the Contractor. The total amount paid to the Contractor shall not exceed the STD and LTD rates set forth in the group insurance policy contract. The Contractor shall perform all deliverables as described in the Contract documents. Any payment made under this Contract is conditioned upon monies being appropriated and encumbered and shall be made in accordance with Section 6 of this Contract.

Any modification of the timetable and deliverables after award of the Contract must be agreed to by the Contractor and the County, and any such modification shall be binding upon both parties upon execution of a Contract Modification signed by both parties.

Section 3 Term of Contract

The Contract will be effective for a period of four-years (“Initial Term”), beginning on the Effective Date and as ratified by the parties to January 1, 2021 and will remain in effect until December 31, 2024, with the option to extend for one (1) additional two-year period.

Section 4 Miscellaneous Terms

Section 4.01 Standard of Care

Contractor shall discharge its respective obligations under the Contract with that level of reasonable care which a similarly situated business would exercise under similar circumstances. As an inducement to the County to enter into this Contract, the Contractor represents and warrants the following to the County:

(a) It (i) is duly incorporated, organized and validly existing under the laws of, and in good standing with its state of incorporation; (ii) has full authority to grant the County the rights granted in this Contract;

(iii) has all requisite power and authority to execute and deliver, and to perform all of its obligations under this Contract.

(b) It shall execute any and all documents or Contracts with third parties in its name and shall not represent itself as conducting business on behalf of the County or any of its agencies.

(c) It has filed all tax returns (federal, state and local) required to be filed and has paid all taxes shown thereon to be due and all property taxes due, including interest and penalties, if any.

(d) It is in compliance in all material respects with all laws, regulations and requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, exemptions from, and has accomplished all filings or registrations or qualifications with, any court or governmental authority that are necessary for the transaction of its business.

Section 4.02 Affirmative Covenants Until the termination or expiration of this Contract, each Contractor shall:

(a) Maintain its existence and continue to be duly incorporated legal entity that is and organized and validly existing under the laws of its incorporation and duly qualified to do business in, the State of Ohio to the extent required by applicable law. Contractor shall provide the County with a quarterly financial update rating and shall make its SEC 10K filings available to the County. Contractor shall also promptly notify the County in the event it is (a) placed on a watchlist by financial regulators or (b) is downgraded by any of the major rating agencies that follow its performance. Contractor shall also promptly notify the County in the event it is named as a defendant in litigation to recover benefits under the group insurance contract where the demand is in excess of One Hundred Thousand Dollars ($100,000) of benefits under the group insurance policy.

and

(b) Promptly notify the County if the Contractor learns of the occurrence of any event which constitutes, or, with the passage of time, the giving of notice or otherwise, will constitute, a default under this Contract agreement, together with a detailed statement by a duly authorized representative specifying the nature thereof and what action such Contractor is taking or proposes to take with respect thereto.

Section 4.03 Indemnification The Contractor shall assume the defense of, indemnify, and save harmless Franklin County and all Franklin County Agencies, including public officials, and employees acting in the course of their employment, but not as Members from any and all third-party claims, damages, lawsuits, costs, judgments, expenses, and any other liabilities that may directly or in substantial part arise from the Contractor’s performance of its obligations under this Contract and including Contractor’s employees and agents.

Section 4.04 Performance Bond Requirements

Not applicable to this contract.

Section 4.05 Ethics

The Contractor and employees of Franklin County are bound by the applicable Ethics Laws of Ohio. Any Contractor or employee who violates any of these laws will be subject to penalties set forth by law.

Section 4.06 Subcontracting

Contractor confirms that it will be the primary Contractor who will be performing the work under the Contract.

Contractor may use subcontractors for portions of the work under this Contract, but Contractor will remain the primary Contractor and will remain liable for all work performed hereunder regardless of whether performed directly by it or by a subcontracted entity. Prior to the effective date, Contractor must identify its subcontractors, suppliers, and joint ventures for performance of this Contract. The Contractor must provide updates to its list of subcontractors, suppliers, and joint ventures during the term of this Contract. The Contractor shall not use any subcontractor who has been subject to action that limits the subcontractor’s right to do business with the local, state, or federal government. County reserves the right to deny use of a subcontractor(s) if County determines that the Contractor will not be the primary Contractor who will be performing the work under the Contract.

Section 4.07 Consent to Assign

Contractor will not assign any of its rights under this Contract unless County consents to the assignment in writing including any assignment through a merger or other corporate reorganization. Any purported assignment made without County’s written consent is void and may be subject to termination of the Contract. County may assert against an assignee any claim or defense County may have against the assignor. Following any assignment, the County may enter into a novation agreement with assignee acceptable to the County. The parties hereto understand that the County is legally prohibited from making payment to any entity other than Contractor unless the aforementioned novation contract is executed by the County and assignee. The County may assert against an assignee any claim or defense County had against Contractor under this Contract.

Section 4.08 Record Keeping

The Contractor will keep all financial records consistent with Statutory Accounting Principles (SAP) as mandated for use by insurance regulators for insurance companies. During the period covered by the Contract and is required to provide the Franklin County Purchasing Department, Board of Commissioners, or their designated representative, authorized representatives (for the Contractor), and any person or agency instrumentally involved in providing financial support for the Contract work access and right to examine any books, documents, papers, or records related to this Contract. Claims documentation may be reviewed through a formal Audit, with individual claimant authorization where required, and are not subject to the work access requirements set forth in this paragraph.

Section 4.09 Insurance Requirements

ALL INSURANCE COMPANIES PROVIDING COVERAGE SHALL BE LICENSED TO DO

BUSINESS IN THE STATE OF OHIO.

Throughout the Contract period, the Contractor must maintain a comprehensive insurance program affording as a minimum the items indicated below: A Certificate of Insurance reflecting the required coverage and amount must be submitted with Contractors response. The Franklin County Board of Commissioners must be identified as additional insured, project name, and the RFP number must be included on the Certificate of Insurance. If there is any change in the Contractor’s insurance carrier or liability amounts, a new certificate must be provided to the Franklin County Purchasing Department within seven (7) calendar days of change. Upon request, Contractor shall provide evidence of continuous coverage to the County.

Comprehensive General Liability: up to $1,000,000 single limit occurrence including coverage for: a) Personal Injury Liability: all sums, which the company shall become legally obligated to pay as damages because of bodily injury, sickness, or disease including death at any time resulting there from, sustained by any person other than its employees; b) Broad form Property Damage Liability; c) products and completed operations; d) premises and completed operations; and e) contractual liability insuring the obligations assumed by the Vendor under the Contract. This insurance does not apply or shall not be construed as being applicable to liability for damages arising out of bodily injury to any person or damage to any property of others resulting from the negligence of the Franklin County Board of Commissioners, its officers, employees or agents.

Automobile Liability Insurance: all sums, which the company shall become legally obligated to pay as damages because of injury to or destruction caused by occurrence rising out of ownership, maintenance or use of any automobile.

Umbrella and/or Excess Annual Aggregate Limit: $1,000,000 dollars

During the term of this Contract and any renewal thereto, the Contractor, at its sole cost and expense, shall maintain the required insurance coverage as described in the Contract. Contractor’s agents, to the extent used to render services under or in connection with the Contractor, will fall under Contractor’s coverage. County may require the Contractor to provide respective certificate(s) of insurance in order to verify coverage. Failure to provide a requested certificate within a seven (7) calendar day period may be considered as default.

Cyber Insurance: Throughout the contract period, the Contractor must maintain cyber breach insurance with not less than $1,000,000.00 single limit occurrence and $3,000,000.00 aggregate including;

third party liability coverage for loss or disclosure of data, including electronic data, network security failure, unauthorized access and/or use or other intrusions, infringement of any intellectual property rights (except patent infringement and trade secret misappropriation) unintentional breach of contract, negligence or breach of duty to use reasonable care, breach of any duty of confidentiality, invasion of privacy, or violation of any other legal protections for personal information, defamation, libel, slander, commercial disparagement, negligent transmission of computer virus, ransomware, worm, logic bomb, or Trojan horse or negligence in connection with denial of service attacks, or negligent misrepresentation. Contractor will notify the County immediately if Contractor’s insurance coverage is reduced or terminated.

Section 4.10 County Action Based on Contractor Claim Determination

Notwithstanding anything in this Agreement to the contrary, Contractor shall not be obligated to indemnify or hold harmless Franklin County or any Franklin County Agency for any losses, liabilities, damages or expenses which arise specifically from any action taken by Franklin County or any Franklin County Agency that is based on or related to a short or long-term disability claim determination by Contractor.

Section 4.11 Cyber Breach Contractor shall have a plan and adequate resources to address a breach, and shall maintain intrusion detection services and procedures and/or data breaching systems to detect and address "hacking" and "phishing operations" into the Contractor's systems. This includes services and systems to detect any unauthorized access to or unauthorized activity on the Contractor’s networks and computer systems associated with the use of and access to the County's management systems, databases, and County information and data. Contractor will ensure that all intrusion detection measures and data breach systems are maintained and functional on a regular basis. Intrusion detection services and data breach systems shall include, at minimum, network-based intrusion detection and active monitoring of appropriate computer system access logs. Contractor shall notify the County, as soon as reasonably possible, of its detection of any potential or suspected intrusions that may affect the County with regard to disbursement of payments or access to County systems, networks, data, or information. Failure by Contractor to provide this notification shall be a default under the Contract. Contractor shall be liable for all costs and damages to the County related to or arising from the breach of the Contractor’s networks or computer systems.

Section 5 Time of Performance

Section 5.01 Time of Contract

The Contract is effective on the later of the Effective date or the date upon the signatures of the Franklin County Board of Commissioners. The Contract beginning date is subject to the approval of the Commissioners. This Contract will remain in effect until the end date as noted on the Contract or until the Contract is fully performed by both parties or until it terminates in accordance with the termination language of the Contract.

Section 5.02 Contract Extension and Price Increase

The initial Contract term will be for a period of four-years with the option to extend for one (1) additional two-year extension period at the sole discretion of Franklin County. Pricing will be firm and fixed for the initial Contract period and during any extension periods. The vendor, unless otherwise stated, must request any price or unit cost increases no later than 270 days before the extension date of the Contract. All price increase requests must have verifiable justification.

Franklin County may request, based on economic conditions, a price decrease with verifiable justification prior to granting any Contract extension.

Section 5.03 Contract Extension at the End of Any Contract Period

The Contract shall be automatically extended for 90 days, at the option of the County, to allow for the award of a new RFP or completion of the Contract extension or the completion of any outstanding deliverables under this Contract with the approval of the awarding agency. Any such extension shall be in accordance with the terms and conditions of this Contract. After the 90 days the Contract is considered expired and no further work can be started or completed after this date. Work completed before this date may be paid for by the Agency. However, any work completed after the 90-day extension date shall not be paid for by the County.

This extension does not require the approval of the Board of Commissioners.

Section 6 Invoicing, Payment and Taxes

Section 6.01 Administrative Fee Payment

Not applicable to this contract.

Section 6.02 Claims Payment.

Not applicable to this contract.

Section 6.03 Taxes

Franklin County and the agencies therein are exempt from all federal, state, and local taxes. Participating Franklin County agencies will not pay any taxes on supplies or services purchased from a Contractor. A tax-exempt certificate will be provided to the Contractor upon Contractor’s request.

Section 7 Contract Administration and Reports

Section 7.01 Contract Administration

The Franklin County Cooperative Health Improvement Program and the Franklin County Purchasing Department will be responsible for the administration of the Contract and will monitor the Contractors performance and compliance with the terms, conditions, and specifications of the Contract. If any agency observes any infraction(s), such shall be documented and conveyed to the Purchasing Department for immediate remedy. The Contractor will be notified by Purchasing and failure of the Contractor to rectify the infraction(s) may result in Contractor being deemed in default, whereas, County may apply the termination clauses of this Contract.

Section 7.02 Out of Scope Work and Contract Modification

The Contractor is not allowed to perform any work that is out of scope. If the Contractor believes that the work being requested to be performed is out of scope it must be brought to the attention of Jodi Leis, Assistant Director of the Franklin County Cooperative Health Improvement Program or the Purchasing Department. Any work that is out of scope, if it is determined to be necessary by the County, must be added to the Scope of Work through a written Contract Modification that is approved by the Board of County Commissioners, who has the sole authority to modify the Contract. Approval of a contract modification under this section by the Board of County Commissioners shall be at their sole and complete discretion. If the Contractor knowingly performs work that is out of scope and does so without the proper written authorization from the Board of Commissioners they do so at the their own risk. The County will not be liable for any cost of the work performed that was out of scope and done without the proper authorization.

Section 7.03 Status Reports

1. Reports required under the specifications of the County will be provided by the required timeframes, the required format and to the stipulations of the County.

2. Upon request, and at no cost to the County, the Contractor shall be required to provide updates and status with regard to milestones and timelines to the Franklin County Cooperative Health Improvement Program as directed by the department. Electronic media is the preferred method of these reports. Delivery timeframe of such reports, after notification, may be deemed as deficiency and may result in corrective action being taken by the County.

Section 7.04 Developed Materials

All materials that have been prepared, written, created, or developed for Franklin County pursuant to the specifications set forth in this Contract shall become the property of Franklin County, excluding any pre-existing, independently created or third party materials and/or intellectual property, (“Materials”) and may be returned only at Franklin County’s discretion. Furthermore, Franklin County owns the entire title, right, and interest to said materials including the right to reproduce or distribute said Material.

Section 7.05 Quality Assurance

The Contractor is responsible for the quality of the services delivered on behalf of the County under this contract.

The County reserves the right to review all deliverables during the term of this contract. Furthermore, the County reserves the right to have the Contractor make any and all corrections to the deliverables, at no cost to the County, prior to final acceptance.

Section 7.06 Warranties

Not applicable.

Section 8 Contract Cancellation; Termination; Remedies

Section 8.01 Contract Cancellation

The County may cancel this Contract Upon any one of the following events. The cancellation will be effective on the date delineated by County.

1) 60-Day Notice Termination Franklin County reserves the right to terminate the Contract immediately by giving the vendor 60-days written notification. If this Contract is terminated for convenience, Franklin County shall be liable only for payment under the payment provisions of the Contract for goods and services rendered before the effective date of termination.

2) Non-Appropriation of Funds This Contract is contingent upon Franklin County budgeting and appropriating the funds on an annual basis necessary for the continuation of this Contract in any Contract year. In the event that the funds necessary for the continuation of this Contract are not approved for expenditure in any year, this Contract shall terminate on the last day of the fiscal year in which funding was approved, without penalty to Franklin County. Franklin County will provide the Contractor with written notification within 10 business days after being notified that the funding for the contracted services is no longer approved.

3) Cancellation for Failure to Retain Certification Pursuant to the requirements as stated in the Contract, all certifications and / or registrations must be maintained for the life of the Contract. Failures to renew and certification(s) or the de-certification by certifying entity, may result in the immediate termination of the Contract.

4) Cancellation for Financial Instability Franklin County may cancel this Contract by written notice to the Contractor if a petition in bankruptcy or similar proceeding has been filed by or against the Contract.

Section 8.02 Termination for Default

Franklin County may, subject to the paragraphs below, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to:

a) Deliver the supplies or to perform the services within the time specified in this Contract or any extension;

b) Make progress, so as to endanger performance of this Contract the services required under this Contract.

1) Franklin County may exercise its right to terminate this Contract under this Section of the Contract if after receipt of the notice from Franklin County specifying the failure of the Contractor to perform such services, the

Contractor does not offer a plan to cure such failure within 10-days (or more if authorized in writing by Franklin County) in a manner acceptable to the County.

2) If Franklin County terminates this Contract in whole or in part, for default under this Section 8.02 it may acquire, under the terms and in the manner, the County considers appropriate, supplies or services similar to those terminated, and the Contractor will be liable to Franklin County for any excess costs for those supplies or services. However, the Contractor shall continue the work not terminated.

3) Force Majeure: Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Contractor.

4) If failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of the Contractor and subcontractor, and without fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule.

Section 9 Certifications and Affidavits

Section 9.01 Contractor’s Warranty against an Unresolved Finding for Recovery Ohio Revised Code (O.R.C.) §9.24 prohibits the County from awarding a Contract to any Contractor against whom the Auditor of the State has issued a finding for recovery if the finding for recovery is “unresolved” at the time of the award. By signing this Contract, the Contractor warrants that it is not now, and will not become subject to an “unresolved” finding for recovery under O.R.C. §9.24, without notifying the County of such finding.

If, after the Contract is awarded, it is determined that an “unresolved” finding for recovery had been issued against the Contractor prior to the award, the Contract shall be void. The Contractor understands that Contractor shall be responsible to the County for any expenditure against the Contract.

Section 9.02 Suspension and Debarments The County will not award a Contract for goods or services, funded in whole or in part with federal funds, to a person or vendor who has been suspended or debarred from doing business with the State of Ohio or who appears on the Excluded Parties List in the System for Award Management (SAM) database at https://www.sam.gov/SAM/, or as may be amended.

Section 9.03 Legal Compliance

The Contractor must agree to comply with all applicable local, state, and federal laws in the performance of the work specified in the Contract including applicable state and federal laws regarding drug-free work places. The Contractor will be required to accept full responsibility for payment of all taxes and insurance premiums including, but not limited to; Unemployment Compensation insurance premiums, Workers ’Compensation, all income tax deductions, Social Security deductions, and any other taxes or payroll deductions required for all employees engaged by the Contractor in the performance of the work specified in this Contract.

Section 9.04 Workers’ Compensation Provision The Contractor shall be required to carry Workers’ Compensation Liability Insurance as required by Ohio law for any work to be performed within the state of Ohio, as applicable by law. Unless otherwise listed in the RFP specifications, the awarded Contractor will be required to provide said certificate within seven (7) calendar days after notification to award to: Franklin County Purchasing Department, 25th Floor, 373 S. High St., Columbus, OH 43215-6315. Failure to provide certificate within the stated time period may deem the Contractor as non-responsive and dismissal of award recommendation. Failure to maintain Workers’ Compensation Liability Insurance coverage as required by law and any renewal thereto will be considered as a default.

Section 9.05 Non-Collusion Certification

By the signature affixed on Exhibit A-1 of Appendix A (Non-Collusion Affidavit) of the RFP, the Contractor certifies that he/she is (sole owner, partner, president, secretary, etc.) of the party making the forgoing submission; that such submission is genuine and not collusive or sham; that Contractor has not colluded, conspired or agreed, directly or indirectly, with any Contractor or person, to put in a sham submission; or colluded or conspired to have another not https://www.sam.gov/SAM/ submit a submission and has not in any manner, directly or indirectly, sought by agreement or collusion or communication or conference, with any person to fix the submission price or any other Contractor, or that of any other Contractor, or to secure any advantage against any Contractor or any person or persons interested in the proposed Contract and that all statements contained in the submission are true; and further, that the Contractor has not, directly or indirectly, submitted this, or the contents thereof, or divulged any related information or data to any association or to any member or agent of any association.

Section 9.06 Non-Discrimination / Equal Opportunity The Contractor agrees that in the hiring of employees for the performance of work under the contract the Contractor shall not, by reasons of race, color, religion, sex, age, disability or military status, veteran status, national origin, or ancestry, sexual orientation, or gender identity, discriminate against any citizen of this state in the employment of a person qualified and available to perform the work to which the Contract relates. That the Contractor or any person acting on behalf of Contractor, shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of work under the Contract on account of race, color, religion, sex, age, disability or military status, veteran status, national origin, or ancestry, sexual orientation, or gender identity.

By the signature affixed on Exhibit A-2 of Appendix A of the RFP (Non-Discrimination / Equal Opportunity Affidavit), the Contractor certifies that he/she complies with the express language contained in §125.111 of the Ohio Revised Code regarding Non-Discrimination / Equal Opportunity.

All Contractors who contract with the state or any of its political subdivisions for materials, equipment, supplies, contracts of insurance, or services shall have a written affirmative action program for the employment and effective utilization of economically disadvantaged persons, as defined in §122.71 of the Ohio Revised Code.

Annually, each such Contractor shall file a description of the affirmative action program and a progress report on its implementation with the equal employment opportunity officer of the department of administrative services.

Section 9.07 Lobbyist/Consultant Declaration Form

In order to maintain transparency in the County procurement process, the Contractor is required to list the name, company and address of any lobbyist or consultant that assisted them with the RFP which they have submitted to the County for their consideration for an award. The information should be provided utilizing Exhibit A-4 of Appendix A of the RFP. If more than one Lobbyist or Consultant provided assistance, then the Contractor should provide one Exhibit A-4 for each Lobbyist or Consultant.

Section 9.08 Delinquent Personal Property Taxes

By the signature affixed on Appendix A Exhibit A-5 (Delinquent Personal Property Taxes) of the Bid, the Contractor certifies that they are not charged with delinquent personal property taxes on the general list of personal property in Franklin County, Ohio, or any other counties containing property in the taxing districts under the jurisdiction of the Auditor of Franklin County, Ohio.

Section 10 Special Considerations Section 10.01 Public Record and Treatment of Confidential and Proprietary Information Pursuant to Ohio Revised Code 149.43, all information submitted by the Contractor shall be considered a public record. In the event the County receives any request for any information received as part of this Contract the County will immediately take steps to release the information to the requesting party. In the event the competitive submittal was an RFP, then in accordance with 307.862(c) the information will be released as soon as the Contract is entered into the Commissioners Resolution Management System (CRMS).

Section 10.02 Governing Law/Venue This Contract shall be governed by the laws of the State of Ohio (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect and performance. All actions regarding this Contract shall be forumed and venued in the Court of Common Pleas Civil Division located in Franklin County, Ohio and the parties hereby consent to the jurisdiction of such court.

Section 10.03 Independent Status of the Contractor

1) The parties will be acting as independent Contractors. The partners, employees, officers, and agents of one party will act only in the capacity of representatives of that party and not as employees, officers, or agents of the other party and will not be deemed for any purpose to be such. Each party assumes full responsibility for the actions of its employees, officers, and agents, and agents while performing under this Contract and will be solely responsible for paying its people. Each party will also be alone responsible for withholding and paying income taxes and social security, workers' compensation, disability benefits and the like for its people. Neither party will commit, nor be authorized to commit, the other party in any manner.

2) The Contractor shall have no claim against the County for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or other employee benefits or any kind.

Section 10.04 Entire Contract/Amendment/Waiver This Contract and its exhibits and schedules and any documents referred to herein or annexed hereto constitute the complete understanding of the parties. This Contract shall not be changed, modified, terminated or amended except by a writing signed by a duly authorized officer of each party to this Contract. Any waiver must be in writing. Any waiver shall constitute a waiver of such right or remedy only and not of any other right or remedy of the waiving party. For purposes of any amendments or waivers, such amendment and waivers shall only be binding against the County if signed by the Board of County Commissioners.

Section 10.05 Green Initiatives

By adoption of Resolution 432-17, the Franklin County Board of Commissioners have reaffirmed the County’s commitment to the mutually compatible goals of environmental protection and economic growth, and also expressed its intention to promote sustainable principles in policy decisions and programs. In that spirit, the County (a) promotes the purchase and use of products and services that enhance environmental, social and economic health; (b) develops waste management policies that reduce the amount of materials directed to landfills for disposal; and, (c) improves air quality through environmentally appropriate fleet management practices through deployment of alternate fuel and hybrid electric vehicles.

It is the Board of Commissioners intent to support the green energy economy through workforce partnerships and doing business with providers of goods and services who promote sustainable environmental policies within their own businesses and while doing business with Franklin County.

Section 10.06 Notices All notices and other communications which may or are required to be given hereunder shall be in writing and shall be deemed duly given if personally delivered, or sent by overnight express courier, or sent by United States mail, registered or certified, return receipt requested, postage prepaid, to the address set forth hereunder or to such other address as the other party hereto may designate in written notice transmitted in accordance with this provision. If either overnight express courier or United States mail delivery is not available or delivery is uncertain, then notices may be given by telecopier or by e-mail.

Notice shall be sent to the following addresses:

To the: Metropolitan Life Insurance Company Attention: Mike Melles Address: 177 S Commons Dr City, State, Zip: Aurora, IL 60504 Telephone 331-385-5463 Email: mmelles@metlife.com

If to the County: Franklin County Cooperative Health Improvement Program Attention: Jodi Leis, Assistant Director Dept. of Human Resources 373 S. High Street Columbus, OH 43215 Telephone: 614-525-4337 Facsimile: 614-525-5515 Email: jlleis@franklincountyohio.gov mailto:mmelles@metlife.com mailto:jlleis@franklincountyohio.gov

With a copy to: Franklin County Purchasing Department Attention: Purchasing Director 373 S. High Street, 25th Floor Columbus, OH 43215 Telephone: (614) 525-2402 Facsimile: (614) 525-3144 Email: mabaloni@franklincountyohio.gov Section 10.07 Off-Shore Activities

No portion of this Contract may be performed offshore. All services under this Contract shall be performed within the borders of the United States or any country with which the United States in engaged in an active free trade agreement. Any services that are described in the specifications or scope of work that directly pertain to servicing this Contract shall be performed within the borders of the United States or any country with which the United States in engaged in an active free trade agreement. This shall include any back up services for data, back office services and work performed by subcontractors at all tiers.

Section 10.08 Time of the Essence

The time limits and time lines set forth herein are of the essence of this Contract. The Contractor has reviewed and approved all such time limits and time lines and confirms that all such limits are reasonable periods of time for its performance hereunder.

Section 10.09 Reserved

Section 10.10 Travel Expenses

Any travel that the Contractor requires to perform its obligations under the Contract will be at the Contractor’s expense. The County will pay for any additional travel that it requests only with prior written approval. The County will pay for all additional travel expenses that it requests in accordance with the Public Health travel policy.

Section 10.11 Headings

The headings used in this Contract are for convenience only and will not affect the interpretation of any of the Contract terms and conditions.

Section 10.12 Survivorship

All sections herein relating to payment, confidentiality, license and ownership, indemnification, publicity, construction warranties, limitations of warranties and limitations on damages shall survive the termination of this Contract.

Section 10.13 Reserved

Section 10.14 Intergovernmental Agreements Franklin County, in accordance with ORC 9.833 may establish self-insurance programs for health care benefits, joint programs and group life insurance through intergovernmental agreements with other political subdivisions. Any political subdivision that provides health care benefits for their officers or employees may establish an individual self-insurance program, agree with other political subdivisions that have established individual self-insurance programs for health care benefits, that their programs will be jointly administered in a manner specified in an intergovernmental agreement, and may join in any combination with other political subdivisions to establish and maintain a joint self-insurance program to provide health care benefits.

A “political subdivision” means a municipal corporation, township, county, school district, or other body corporate and politic responsible for governmental activities in a geographic area smaller than that of the state. Franklin County, as Plan Administrator, may add other political subdivisions and, in accordance with provisions outlined in Section 1: Administrative Requirements, they shall be afforded the same services as those currently covered under this agreement. If there is any increase in rates as result of Contractor exercising its rights under Section 1 due to the addition of a political subdivision, the parties will enter into an appropriate contract modification, as approved by the Board of Commissioners via resolution at its sole discretion.

{Signature page to follow} mailto:mabaloni@franklincountyohio.gov

The parties hereto have set their hands and seal this ___________________________________.

Franklin County Board of Commissioners: Metropolitan Life Insurance Company:

By: _________________________________ By: ___________________________________ Kevin L. Boyce, President Tatum Sullivan Vice President National Accounts Service & Operations By: _________________________________

John O’Grady, Commissioner

By: _________________________________

Erica C. Crawley, Commissioner

APPROVED AS TO FORM: APPROVED AS TO FORM:

G. Gary Tyack Megan A. Perry-Balonier Prosecuting Attorney Director, Purchasing Department Franklin County, Ohio Franklin County, Ohio

By: ___________________________ By: ___________________________ Assistant Prosecuting Attorney

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Census Plan Description 2021 2022 2023 2024 2025 2026

Voluntary STD Maintained 2021 rates per prior contract Table 1 Table 1 Table 1 Note 1* Note 1*

Franklin County paid STD (effective

TBD)

Maintained 2021 rates per prior contract Table 3 Table 3 Table 3 Note 1* Note 1*

Voluntary LTD Maintained 2021 rates per prior contract Table 2 Table 2 Table 2 Note 2* Note 2*

Voluntary Short Term Disability – Current 60% to $1,500 14/14/24 (per $10 Covered Weekly Benefit)

Participating Lives Covered Volume Rates Annual Premium

STD

0-29 300 $149,738 $0.30 $53,906 30-39 610 $352,553 $0.29 $122,688 40-49 590 $370,016 $0.33 $146,526 50-59 421 $251,438 $0.50 $150,863 60-64 124 $72,275 $0.66 $57,242 65+ 45 $26,937 $0.66 $21,334

LTD

0-29 130 $451,767 $0.36 $19,516 30-39 374 $1,581,497 $0.42 $79,707 40-49 441 $2,101,496 $0.63 $158,873 50-59 392 $1,831,520 $0.65 $142,859 60-64 157 $687,672 $0.53 $43,736 65+ 90 $376,557 $0.39 $17,623

STD Employer paid 60% to $1,500 14/14/24 5671 $3,711,690 $0.21 $935,346 60% to $1,500 7/14/25 5671 $3,711,690 $0.21 $935,346 60% to $1,500 30/30/22 5671 $3,711,690 $0.14 $623,564 66.67% to $1,500 14/14/24 5671 $4,109,566 $0.21 $1,035,611 66.67% to $1,500 7/14/25 5671 $4,109,566 $0.22 $1,084,925 66.67% to $1,500 30/30/22 5671 $4,109,566 $0.15 $739,722

*Note 1: Renewal rate based on a TLR (Target Loss Ratio) rate for years 5-6 as follows: Rates will be calculated in March of 2024, based on our standard underwriting formula which is inclusive of reserves, IBNR, and credibility. If applicable, expected claims will also be adjusted for plan changes, demographic changes and any other material change which may impact future claim costs. The renewal increase or decrease will be determined by the ratio of the ILR (Incurred Loss Ratio) to the TLR (Target Loss Ratio). To illustrate, the TLR for the Short-Term Disability plan will be set at 75%. The TLR may be changed if there are material changes to the expenses on the group such as a change in broker commissions, requested pass-thru expenses, and/or legislation changes which impact expenses. The renewal will be guaranteed for 2 years. Example: STD ILR of 68% will result in a renewal rate reduction of 9.3%.

* Note 2: Renewal rate based on a TLR (Target Loss Ratio) rate for years 5-6 as follows: Rates will be calculated in March of 2024, based on our standard underwriting formula which is inclusive of reserves, IBNR, and credibility. If applicable, expected claims will also be adjusted for plan changes, demographic changes and any other material change which may impact future claim costs. The renewal increase or decrease will be determined by the ratio of the ILR (Incurred Loss Ratio) to the TLR (Target Loss Ratio). To illustrate, the TLR for the Long-Term Disability plan will be set at 80%. The TLR may be changed if there are material changes to the expenses on the group such as a change in broker commissions, requested pass-thru expenses, and/or legislation changes which impact expenses. The renewal will be guaranteed for 2 years. Example: LTD ILR of 68% will result in a renewal rate reduction of 15%.

Exhibit B

Table 1 Rates are guaranteed from January 1, 2022 - December 31, 2024

Table 2

Rates are guaranteed from January 1, 2022 - December 31, 2024

Table 3

Rates are guaranteed from January 1, 2022 - December 31, 2024

Exhibit 1 Updated Pricing

Assumptions and Caveats

STD Employer-Paid Plan - ER FICA Match (Medicare Portion Only):

Rates assume that all Non-Contributory coverages will have 100% participation. Contributory and Voluntary coverages should maintain participation levels within 10% of current participation. MetLife's minimum participation is 25% for voluntary coverages. MetLife reserves the right to re-rate the group if enrolled participation and volumes differ by more than 10% of current levels.

Commissions included in quote: 0%

The Medicare portion of ER FICA costs (1.45%) are included in the fully-insured Employer-Paid STD quote.

Please note that we can only include ER FICA costs into coverages with Employer premium contribution. Should the Employer stop contributing to the plan, we will no longer be able to include ER FICA Match in the premium rate.

Rates assume there will be no significant plan design or administrative changes during the duration of the contract other than the changes specified in the Updated 2021 Exhibit.

The quoted rates are based on the current plan design, experience, and the census data provided. Any change in this information will require a review of the rates.

Our Disability quote assumes that employees do not participate in any other group or individual disability plan(s) where premium is paid via payroll deductions, regardless of whether the plan(s) are sponsored by the employer.

Quote is based on a fully insured, non-participating financial agreement.

Quote Assumes MetLife will be the only carrier/administrator of all plans offered.

In the event the covered population or covered volume changes by 10% or more, we reserve the right to review the financial impact of the change and, if necessary, make rate adjustments.

Exhibit 1 Updated Pricing

Category Measurement Description Measurement Year 1-2021 Year 2-2022 Year 3-2023 Year 4-6 Frequency

Implementation Satisfaction

MetLife will receive, from designated customer respondents, an average of at least a 5 rating on a 7 point scale to the question, “Overall Satisfaction with the Implementation” on the

MetLife Post Implementation survey.

Maintained 2020 PG's per Prior Contract 0.00% 0.50% Same as year 2 For Employer Paid implementation Year Only

Account Management Satisfaction

Account Management - MetLife will receive, from designated customer respondents, an average for the year of at least a 5 rating on a 7 point scale to the question “Overall Satisfaction with the MetLife Account Team” on the MetLife

Account Management Survey.

Maintained 2020 PG's per Prior Contract 0.50% 0.00% Same as year 2 Annual results

Claim Acknowledgement Number of business days from date of claim receipt to first contact with employee/employer. Average of 2 business days Maintained 2020 PG's per Prior Contract .25 .25 Same as year 2

PG payout (if metric missed) based on annual results.

Initial Disability Decision Number of business days from the time that MetLife received all information necessary to make a decision.

Average of 2 business days Maintained 2020 PG's per Prior Contract .25 .25 Same as year 2 PG payout (if metric missed) based on annual results.

Financial Accuracy Dollars in sample paid correctly divided by dollars in sample. 99% Maintained 2020 PG's per Prior Contract .1 .1 Same as year 2

PG payout (if metric missed) based on annual results.

Decisional Accuracy Have accepted proper liability for claim and correct decision made on meeting disability criteria.

98.50% Maintained 2020 PG's per Prior Contract .1 .1 Same as year 2 PG payout (if metric missed) based on annual results.

Procedural Accuracy Effective application of disability management tools and initiatives, and accuracy of file documentation.

95% Maintained 2020 PG's per Prior Contract .2 .2 Same as year 2 PG payout (if metric missed) based on annual results.

Statistical Coding Accuracy

Accuracy in coding date of disability, ICD-9 Code, Social Security number, hire date, birth date, salary, Social Security code, Claim Status Code, etc.

97% Maintained 2020 PG's per Prior Contract .15 .15 Same as year 2 PG payout (if metric missed) based on annual results.

Call Answer Average speed to answer as measured by our Customer Response Center operation for all

MetLife disability claim offices.

80% of intake calls answered within 20 seconds. Maintained 2020 PG's per Prior Contract .1 .1 Same as year 2 PG payout (if metric missed) based on annual results.

Call Abandonment Call abandonment rate as measured by our Call Center operation for all MetLife disability claim offices.

No greater than 3% abandonment rate for intake calls. Maintained 2020 PG's per Prior Contract .1 .1 Same as year 2 PG payout (if metric missed) based on annual results.

Claim Acknowledgement Number of business days from date of claim receipt to first contact with employee/employer. Average of 5 business days Maintained 2020 PG's per Prior Contract .25 .25 Same as year 2

PG payout (if metric missed) based on annual results.

Initial Disability Decision Number of business days from the time that MetLife received all information necessary to make a decision.

Average of 5 business days Maintained 2020 PG's per Prior Contract .25 .25 Same as year 2

PG payout (if metric missed) based on…