Common use of Compensation/Cost Clause in Contracts

Compensation/Cost. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing. The cost/compensation proposed shall include all charges that your firm intends to charge the County for providing all consulting services specified in the Scope of Work. The Total Contract amount for years 1 through 3 of the contract will be $684,000. There is an option to extend the contract for two additional years at a total of $544,500. List below the rates for performing services specified in the Scope of Work and all other charges your firm intends to charge the County. On-going Performance Measurement $180,000/annual (Includes annual allocations as follows: • 457 and 401(a) $80,000 • 1.62% Plans $40,000 • HRA Plan $60,000) General Consulting Services $385.00/per hour Ad-Hoc Consulting $385.00/per hour Administrative Services $55,000/per RFP Four of fewer responses $65,000/per RFP Five of more responses Fund Searches $8,000/per Index Fund $10,000/per multiple concurrent Fund $12,000/per active Mutual Fund $14,000/per separately Managed Account Other Charges: N/A Performance Standard Description County Specific Performance Standard Financial Amount at Risk Timely response to verbal inquiries from County County to receive verbal responses within two (2) County business days of verbal inquiry 2% Timely responses to written inquiries from County County to receive written response within two (2) County business days of receipt of inquiry 2% Projects completed by predetermined deadlines Consultant shall meet all mutually agreed upon deadlines. If the service is delayed by the County or external vendor, the number of days the project or projected phase is delayed will be added to the original due date 2% Account Management Satisfaction An account management satisfaction score of “3” or better on a “1-5” scoring system 2% Consulting Team Continuity If a key personnel is no longer employed by the Consultant, Consultant shall notify the County within 24 hours of the person leaving and shall promptly replace such person with an acceptable replacement. County shall have the option to interview up to 3 employees of the Consultant before selecting a replacement. The replacement shall be assigned to the County within one week of either the notification date if no interviews are conducted or one week from the County selecting from interviewed employees. A County “key personnel transition” satisfaction score of “3” or better on a 1-5 scoring system 2% Total Financial Liability per Plan Year Not to Exceed 10% of total cost of services per plan year Assessment will be performed each quarter and within 60 days of the end of the quarter. Penalties will be applied on a quarterly basis to total billed invoices for the respective quarter. 5 = Completely Satisfied Client/Company Name: County of Orange 4 = Very Satisfied Completed By (please print): 3 = Satisfied Client Signature 2 = Somewhat Satisfied Date completed: 1 = Dissatisfied Telephone #: County will complete the box with the score that most closely reflects the level of satisfaction with the local account management team with respect to the following service categories. A separate quarterly report card will be completed, signed and dated each quarter. Measurable Need 1st Q 2nd Q 3rd Q 4th Q Composite to be completed by PG Unit 1. Provides client with timely notification of issues impacting Plan and/or Participants. 2. Responds to Participant issues & questions in a timely, comprehensive manner. 3. Develops, follows through on action plans; effective coordination to resolve open issues. 4. Is accessible and attends scheduled meetings. 5. Delivers agreed upon reports and communication of Contractor results on time. Account Management Composite Score (All Categories) N/A N/A N/A N/A Fill in for each quarterly period: Date Sent to Client: / / / / / / / / Date Returned by Client: / / / / / / / / At the end of each quarterly period, Contractor forward Account Management Report Card to County for completion.

Compensation/Cost. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing. The cost/compensation proposed shall include all charges that your firm intends to charge the County for providing all consulting services specified in the Scope of Work. The Total Contract amount for years 1 through 3 of the contract will be $684,000. There is an option to extend the contract for two additional years at a total of $544,500. List below the rates for performing services specified in the Scope of Work and all other charges your firm intends to charge the County. On-going Performance Measurement $180,000/annual (Includes annual allocations as follows: •  457 and 401(a) $80,000 •  1.62% Plans $40,000 •  HRA Plan $60,000) General Consulting Services $385.00/per hour Ad-Hoc Consulting $385.00/per hour Administrative Services $55,000/per RFP Four of fewer responses $65,000/per RFP Five of more responses Fund Searches $8,000/per Index Fund $10,000/per multiple concurrent Fund $12,000/per active Mutual Fund $14,000/per separately Managed Account Other Charges: N/A Performance Standard Description County Specific Performance Standard Financial Amount at Risk Timely response to verbal inquiries from County County to receive verbal responses within two (2) County business days of verbal inquiry 2% Timely responses to written inquiries from County County to receive written response within two (2) County business days of receipt of inquiry 2% Projects completed by predetermined deadlines Consultant shall meet all mutually agreed upon deadlines. If the service is delayed by the County or external vendor, the number of days the project or projected phase is delayed will be added to the original due date 2% Account Management Satisfaction An account management satisfaction score of “3” or better on a “1-5” scoring system 2% Consulting Team Continuity If a key personnel is no longer employed by the Consultant, Consultant shall notify the County within 24 hours of the person leaving and shall promptly replace such person with an acceptable replacement. County shall have the option to interview up to 3 employees of the Consultant before selecting a replacement. The replacement shall be assigned to the County within one week of either the notification date if no interviews are conducted or one week from the County selecting from interviewed employees. A County “key personnel transition” satisfaction score of “3” or better on a 1-5 scoring system 2% Total Financial Liability per Plan Year Not to Exceed 10% of total cost of services per plan year Assessment will be performed each quarter and within 60 days of the end of the quarter. Penalties will be applied on a quarterly basis to total billed invoices for the respective quarter. 5 = Completely Satisfied Client/Company Name: County of Orange 4 = Very Satisfied Completed By (please print): 3 = Satisfied Client Signature 2 = Somewhat Satisfied Date completed: 1 = Dissatisfied Telephone #: County will complete the box with the score that most closely reflects the level of satisfaction with the local account management team with respect to the following service categories. A separate quarterly report card will be completed, signed and dated each quarter. Measurable Need 1st Q 2nd Q 3rd Q 4th Q Composite to be completed by PG Unit 1. Provides client with timely notification of issues impacting Plan and/or Participants. 2. Responds to Participant issues & questions in a timely, comprehensive manner. 3. Develops, follows through on action plans; effective coordination to resolve open issues. 4. Is accessible and attends scheduled meetings. 5. Delivers agreed upon reports and communication of Contractor results on time. Account Management Composite Score (All Categories) N/A N/A N/A N/A Fill in for each quarterly period: Date Sent to Client: Date Returned by Client: / / / / / / / / Date Returned by Client: / / / / / / / / At the end of each quarterly period, Contractor forward Account Management Report Card to County for completion.

Compensation/Cost. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing. The cost/compensation proposed shall include all charges that your firm intends to charge the County for providing all consulting services specified in the Scope of Work. Work * The Total Contract amount for years 1 through 3 of the contract Contract will be $684,000920,000 630,000. There is an option to extend the Total Contract amount for years 4 through 5 of the contract for two additional years at a total of will be $544,500420,000. List below the rates for performing services specified in the Scope of Work and all other charges your firm intends to charge the County. On-going Performance Measurement $180,00075,000/annual (Includes annual allocations as follows: • 457 and 401(a) $80,000 • 1.62% Plans $40,000 • HRA Plan $60,000) General Consulting Services $385.00370.00/per hour Ad-Hoc Consulting $385.00370.00/per hour Administrative Services $55,000/per RFP Four of fewer responses $(4 or less responses) $ 65,000/per RFP Five of (5 or more responses responses) Fund Searches $8,0004,000/per Index Fund $10,000/per multiple concurrent Active Mutual Fund $12,000/per active Mutual Fund $14,000/per separately Separately Managed Account Other Charges: N/A Performance Standard Description County Specific Performance Standard Financial Amount at Risk Timely response to verbal inquiries from County County to receive verbal responses within two (2) County business days of verbal inquiry 2% Timely responses to written inquiries from County County to receive written response within two (2) County business days of receipt of inquiry 2% Projects completed by predetermined deadlines Consultant shall meet all mutually agreed upon deadlines. If the service is delayed by the County or external vendor, the number of days the project or projected phase is delayed will be added to the original due date 2% Account Management Satisfaction An account management satisfaction score of “3” or better on a “1-5” scoring system 2% Consulting Team Continuity If a key personnel is no longer employed by the Consultant, Consultant shall notify the County within 24 hours of the person leaving and shall promptly replace such person with an acceptable replacement. County shall have the option to interview up to 3 employees of the Consultant before selecting a replacement. The replacement shall be assigned to the County within one week of either the notification date if no interviews are conducted or one week from the County selecting from interviewed employees. A County “key personnel transition” satisfaction score of “3” or better on a 1-5 scoring system 2% Total Financial Liability 10% of total cost per Plan Year Not to Exceed 10% of total cost of services per plan year Assessment will be performed each quarter and within 60 days of the end of the quarter. Penalties will be applied on a quarterly basis to total billed invoices for the respective quarter. 5 = Completely Satisfied Client/Company Name: County of Orange 4 = Very Satisfied Completed By (please print): 3 = Satisfied Client Signature 2 = Somewhat Satisfied Date completed: 1 = Dissatisfied Telephone #: County will complete the box with the score that most closely reflects the level of satisfaction with the local account management team with respect to the following service categories. A separate quarterly report card will be completed, signed and dated each quarter. Measurable Need 1st Q 2nd Q 3rd Q 4th Q Composite to be completed by PG Unit 1. Provides client with timely notification of issues impacting Plan and/or Participants. 2. Responds to Participant issues & questions in a timely, comprehensive manner. 3. Develops, follows through on action plans; effective coordination to resolve open issues. 4. Is accessible and attends scheduled meetings. 5. Delivers agreed upon reports and communication of Contractor results on time. Account Management Composite Score (All Categories) N/A N/A N/A N/A Fill in for each quarterly period: Date Sent to Client: / / / / / / / / Date Returned by Client: / / / / / / / / At the end of each quarterly period, Contractor forward Account Management Report Card to County for completion.

Compensation/Cost. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing. The cost/compensation proposed shall include all charges that your firm intends to charge the County for providing all consulting services specified in the Scope of Work. Work * The Total Contract amount for years 1 through 3 of the contract will be $684,000590,000. There is an option to extend the contract for two additional years at a total of $544,500330,000. List below the rates for performing services specified in the Scope of Work and all other charges your firm intends to charge the County. On-going Performance Measurement $180,000/annual (Includes annual allocations as follows: • 457 and 401(a) $80,000 • 1.62% Plans $40,000 • HRA $ 70,000 /annual General Consulting Services $ 355.00 /per hour Extra Help Employees 3121 Defined Benefit Plan $60,000) General Consulting Services $385.00/per 292.50 /per hour Extra Help Employees 3121 Defined Benefit Plan Actuarial Study and CAFR Note $ 17,500 /annual Ad-Hoc Consulting $385.00/per $ 355.00 /per hour Administrative Services $55,00050,000 /per RFP (4 or less responses) $60,000/per RFP Four of fewer responses $65,000/per RFP Five of (5 or more responses responses) Fund Searches $8,000/per 4,000 /per Index Fund $10,000/per multiple concurrent Fund $12,000/per active 8,000 /per Active Mutual Fund $14,000/per separately 9,000 /per Separately Managed Account Other Charges: N/A Performance Standard Description County Specific Performance Standard Financial Amount at Risk Timely response to verbal inquiries from County County to receive verbal responses within two (2) County business days of verbal inquiry 2% Timely responses to written inquiries from County County to receive written response within two (2) County business days of receipt of inquiry 2% Projects completed by predetermined deadlines Consultant shall meet all mutually agreed upon deadlines. If the service is delayed by the County or external vendor, the number of days the project or projected phase is delayed * Penalties will be added waived or reduced if project delays are due to extenuating circumstances outside the original due date 2% control of the Consultant. These situations will be reviewed on a ‘case by-case’ basis Account Management Satisfaction An account management satisfaction score of “3” or better on a “1-5” scoring system 2% Consulting Team Continuity If a key personnel is no longer employed by the Consultant, Consultant shall notify the County within 24 hours of the person leaving and shall promptly replace such person with an acceptable replacement. County shall have the option to interview up to 3 employees of the Consultant before selecting a replacement. The replacement shall be assigned to the County within one week of either the notification date if no interviews are conducted or one week from the County selecting from interviewed employees. A County “key personnel transition” satisfaction score of “3” or better on a 1-5 scoring system 2% Total Financial Liability per Plan Year Not to Exceed 10% of total cost of services per plan year Assessment will be performed each quarter and within 60 days of the end of the quarterquarter by County Human Resource staff who primarily work with the Mercer Team. Penalties will be applied on a quarterly basis to total billed invoices for the respective quarter. 5 = Completely Satisfied Client/Company Name: Mercer has the right to provide a written response to any negative County ratings resulting in penalty payments and receive a written response from the County prior to any payment of penalties. This Agreement is entered into this 19th day of November, 2008, between the County of Orange 4 = Very Satisfied Completed By (please print): 3 = Satisfied Client Signature 2 = Somewhat Satisfied Date completed: 1 = Dissatisfied Telephone #: County will complete the box with “County”), and Xxxxxx Investment Consulting, Inc. (“Business Associate”). The parties intend to use this Amendment to satisfy the score that most closely reflects Business Associate contract requirements the level regulations at 45 CFR 164.502(e) and 164.504(e), issued under the Health Insurance Portability and Accountability Act of satisfaction with the local account management team with respect to the following service categories. A separate quarterly report card will be completed, signed and dated each quarter. Measurable Need 1st Q 2nd Q 3rd Q 4th Q Composite to be completed by PG Unit 1. Provides client with timely notification of issues impacting Plan and/or Participants1996 (“HIPAA”). 2. Responds to Participant issues & questions in a timely, comprehensive manner. 3. Develops, follows through on action plans; effective coordination to resolve open issues. 4. Is accessible and attends scheduled meetings. 5. Delivers agreed upon reports and communication of Contractor results on time. Account Management Composite Score (All Categories) N/A N/A N/A N/A Fill in for each quarterly period: Date Sent to Client: / / / / / / / / Date Returned by Client: / / / / / / / / At the end of each quarterly period, Contractor forward Account Management Report Card to County for completion.