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2014-608-E Finance (Risk Management) - Willis of North Carolina, Inc. for Insurance Broker $58,000
DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 [Departmental Use Only] TITLE Willis FY 2014-15 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 RFP — NO REIMBURSABLE EXPENSES ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of December, 2014, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Willis of North Carolina, Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ("Agreement") is for professional services to be rendered by Provider to County with respect to (insert type of project): Insurance Broker ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Revised 10/14 1 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, and assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes, or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals (the "RFP") "RFP Number 5206 for "Insurance Broker and Risk Management Consulting Services" issued September 12, 2014 and Addenda 41 and 42 to the RFP, and the Provider's proposal (Attachment A), which are fully incorporated and integrated herein by reference together with the following attachments: Cost Proposal (Attachment B), Addendum to 2014-2-15 Willis Fee Agreement (Attachment C), Willis Service Agreement (Attachment D) and Willis Standard Terms and Conditions for U.S. Property & Casualty Accounts (Attachment E). In the event a term or condition in any document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP Revised 10/14 2 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 together with any attachments or addenda, Provider's Proposal together with attachments B, C, D and E in that order. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert task list and milestone dates) Task Milestone Date 1. See Attachment C, Addendum to 2014-2015 Willis Fee Agreement 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from 12/1/2014 to 12/1/2015 with a 2 year optional renewal. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be December 15, 2014. 5. Compensation Revised 10/14 3 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services is Fifty-eight thousand Dollars ($58,000). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until as provided in Attachment C or as the parties resolve the dispute. Payment for Basic Services shall become due and payable as provided in Attachment B. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Orange County Risk Manager) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at htip://orangecountync.gov/purchasing/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement Revised 10/14 4 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations, and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. Revised 10/14 5 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items, or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. Revised 10/14 6 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name & Address Attention: Alisa Cornetto Willis of North Carolina P.O. Box 8181 214 N Tryon St, Ste 2500 Hillsborough, NC 27278 Charlotte, NC 28202 [SIGNATURE PAGE TO FOLLOW] Revised 10/14 7 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: Docu By:Signed by: DocuSigned by: jOV� &Af. ( mvtjtyS�/30/2014 �D� 12/23/2014 By: qq�� 99g County anT&V6 4B755E477___ Mark e,5CIG,.CPCU Printed name and title Revised 10/14 8 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 ORANGE COUNTY HILLSBOROUGH , ,r NORTH CAROLINA 44PT! Finance&Administrative Services Risk Management Established 1752 Request for Broker Qualification and Conceptual Proposal Insurance Broker and Risk Management Consulting Services RFP 5206 Date of Issue: September 12, 2014 Telephone: (919)245-2155 Email:acornetto @orangecountync.gov Fax: (919)883-5547 208 South Cameron Street • Post Office Box 8181 • Hillsborough,NC 27278 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Request for Broker Qualifications And Conceptual Proposals Response Due Date: 5:00 PM, October 2, 2014 I. Summary Orange County is in the process of evaluating utilizing brokers for the placement of its insurance program and to provide Risk Management, Loss Prevention and Claim consulting services. The County invites proposals outlining- 1. Your firm's qualifications to handle the insurance program and consulting services for Orange County. 2. The alternatives you believe Orange County should explore in improving its program. 3. Any unique qualities your firm brings to the table that Orange County should consider. Please submit six copies (one clearly marked "original") of your response (printed duplex on recycled paper). Attach cost proposal to the original in a separate sealed envelope. Proposals must be submitted before 5:00 PM on October 2, 2014 to: David Cannell Purchasing Agent Orange County Financial & Administrative Services 200 S. Cameron Street PO Box 8181 Hillsborough, NC 27278 Late request, regardless of the reason, will not be accepted. Following the receipt of responses, proposals will be evaluated and firms may be invited to an oral interview. The current insurance program has an expiration of July 1, 2015. At this time you are not authorized to approach insurers on behalf of Orange County. If it is decided upon to proceed with hiring a broker, if required, and at the appropriate time, the selected firm will be supplied with a broker of record letter. II. Planned dates for this marketing process: Activity Target Date 1. Qualifications and proposals received from firms. October 2, 2014 2. Decision/Award notification date By November 2, 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 III. Qualifications 1. Broker shall be located in North Carolina; licensed by and in good standing with the State of North Carolina Department of Insurance; licenses shall be for all lines of insurance applicable to a municipality's exposure. 2. Broker shall be sufficiently experienced in all insurance lines and risk management services to provide expert, efficient, effective and reliable services to the County. 3. Broker shall have extensive and continuous relationships with the insurance markets necessary to provide the County with superior insurance alternatives that meet the County's needs and are favorably priced relative to the risk and current market. Broker shall have access to and will obtain coverage from carriers with experience providing insurance coverage to public entities. 4. Broker shall provide continuity of services, by assigning a primary broker and a back-up broker who will be: a. Knowledgeable in the principles and practices of enterprise risk management and specifically risk financing for public entities b. Familiar with the County as a risk c. Accessible to the County on short notice d. Thoroughly knowledgeable and competent in insurance alternatives in order to provide superior services to the County and e. Knowledgeable in loss control and claim management services and best practices. 5. Broker shall maintain the highest integrity in business relationships and practices and shall make full and time disclosure to the County of any conflicts of interest or dual relationships (For example: Ownership in a TPA, Carrier, etc.). Broker shall become familiar with state statutes regarding gifts and favors for public officers and employees, and shall adhere to those standards in the conduct of County business. 6. Broker shall be insured by general liability, vehicle liability, professional errors and omissions, and workers' compensation; Broker shall be responsible for all employer taxes and social security due to the state and federal governments; Broker shall be responsible for all funds handled by Broker on behalf of the County, and shall carry a fidelity bond/crime coverage sufficient to cover any losses of this nature; Broker shall not sub-contract without prior written permission of the County. 7. Broker shall have the capability of working with the County to evaluate the current plan of insurance policies and to recommend appropriate or advantageous changes. Broker will have the ability and commitment to provide the County with renewal placements in a timely manner, conducive to the County's internal time requirements and maintenance of coverage. Broker will secure and provide AM Best ratings of every carrier for which a coverage proposal is sent. 8. Broker shall maintain office hours consistent with the County's core business hours (M-F 8:00 AM — 5:00 PM) and be available for emergent consultation after DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 hours. Broker shall respond to messages as soon as possible and always within one business day. 9. Broker shall keep written records of marketing efforts and shall make this information available to the County upon request. 10.Broker shall design the carrier selection process with consultation of the Risk Manager and in a manner that allows for input from a County interview panel. Brokers' recommendations to purchase insurance shall take the findings of the panel into consideration and shall be reported in writing and sufficiently detailed to explain alternatives, rationale and support the recommended decision. 11.Broker shall have the capacity to contract services for one year with a 2 year optional renewal, at the County's discretion, for a total contract term up to 3 years. At the end of the three-year period, or earlier if annual renewal is not executed, the County will use a competitive process to solicit broker services, if such services are required at that time. 12.Broker shall provide a description of its commitment to transparency and provide full disclosure of all fees, commissions, and income to be derived directly or indirectly from services to the County. 13.In addition to insurance brokerage services, the County requires the availability of the following services: 13.1 Risk Management consulting services specific to public entities in North Carolina, including the ability to present on unfolding risk exposures and remedies. 13.2 Loss Control Services consisting of reviewing underwriter's recommendations and evaluating hazards facing Orange County, assistance with regulatory compliance, safety and compliance training, and potential site visits. 13.3 Claim Services to assist with auditing to be conducted up to a quarterly basis, dispute resolution or coverage interpretation. IV. Requirements of proposals When providing your proposal and business references, consideration should be given to the following: Orange County is located on the edge of Research Triangle Park. With more than 130,000 residents, Orange County includes historic Hillsborough, the County seat; Chapel Hill, home of the University of North Carolina; and Carrboro and Mebane, former railroad and mill towns. The County has approximately 950 employees, 2,775 volunteers and a General Fund Budget for 2014 of$200,428,111. Additional details about the County can be located at www.orangecountync.gov . 1. All proposals shall be in writing. 2. Proposals shall include a statement that Broker meets each Qualification in Section III. Details supporting qualifications may be included. 3. Proposals shall include information about the qualifications of the Primary Broker and any team members intended for this contract. 4. Five business references are required, with at least 3 of the references being comparably sized government or non-profit clients and at least one reference should be of an account lost within the last 2 years. 5. Proposals shall include an assessment of the County's current program and a proposed alternative, if necessary, without approaching the markets. To assist DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 you in your review attached is the County's current insurance declarations, WC and LP Fiscal Year Summary for Last 5 years to End of Quarter 6/30/14, and current property schedule. 6. Proposal shall describe the Broker's access to any incumbent carriers or TPAs listed within the documents provided and indicate whether Broker can access those markets at competitive pricing. Please list at least three and up to five carriers/TPAs for each line of business with whom your firm has a relationship and with whom you have placed public entity business within the past two years. Include any commission or other financial arrangement, including ownership or investment interest you may have with the carriers and/or TPAs. 7. Proposals shall include and explanation of all the cost for which the County will be responsible, broken down by year (Year 1, Year 2 renewal, Year 3 renewal). Only fee based compensation will be considered. Submit one copy of the cost proposal in a separate sealed envelope marked "Cost Proposal" and attach it to the original copy of your submittal. V. Contract The proposed contract is attached. Responses shall indicate whether the proposed contract is satisfactory and, if not, what changes would be requested. All changes are subject to review and approval of the County Attorney. After selection of the broker, specific insurance requirements will be established. VI. Process and Basis for Selection Responses to this Request for Qualifications and Conceptual Proposal should be returned no later than 5:00 PM on or before October 2, 2014, to the person and place identified in Section I of this document. A team of County staff will review the responses. The County intends to seek contract services for a three-year period of time, renewable at the County's option for the second and third year. The County reserves the right to reject any and all proposals for any reason whatsoever and to not award a broker/consulting services contract at this time. VII. Questions Questions regarding services should be directed to David Cannell, Purchasing Agent, (919) 245-2651, ca ell ora eco y c._ ov (preferred) All questions must be received no later than 5:00 PM September 22, 2014. All respondents will receive copies of the questions and answers received during the response period. Attachments: Orange County Insurance Program: Coverage Outlines; Commercial Property Schedule (separate As file); WC/LP Fiscal Year Summary 6/30/14; Proposed Contract. DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 N o R T II C A R o I, I N A NCACC Risk Management Pools ASSOCIATION Or' COUNTY COMMISSIONF-RS Liability and Property NCACC LIABILITY AND PROPERTY POOL COVERAGE CONTRACT GENERAL DECLARATIONS Participant ORANGE COUNTY Address P.O. BOX 8181 HILLSBOROUGH, NC 27278 Contract number LP-OR-067-14 Contract Period July 1,2014 to July 1, 2015 Effective Time 12:01 A.M., Eastern Daylight Time Pool Sponsored by North Carolina Association of County Commissioners 215 North Dawson Street Raleigh, North Carolina 27602 Pool Adminstered by North Carolina Association of County Commissioners 215 North Dawson Street Raleigh, North Carolina 27602 Claims Administrator Sedgwick Claims Management Services, Inc. 5260 Parkway Plaza Boulevard, Suite 190 Charlotte, North Carolina 28217 NCACC RMP General Declarations Page Edition 7/1/2014 Issued 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 N o Iz -i• iW C A R o I, I N A NCACC Risk Management Pools Assoc IATION OF COUNTY COMMISSIONI?ILS Liability and Property SECTION PROPERTY & INLAND MARINE COVERAGE CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1, 2014 to July 1,2015 Effective Time 12:01 A.M., Eastern Daylight Time SCHEDULE OF PROPERTY AND INLAND MARINE LIMITS Real and Personal Properly covora e: Blanket Limit $137,442,960 Inland Marine coverage: Blanket Limit $15,515,782 (including, but not limited to: Mobile equipment,voting machines, mobile radios, telephone equipment, communications towers, landfill equipment, and miscellaneous equipment. Dogs or Horses: Declared and Schedule values) $48,000 DEDUCTIBLES Real and Personal Property er Occurrence $5,000 Inland Marino per Occurrence $1,000 Flood per Occurrence $25,000 Earthquake per Occurrence $25,000 Terrorism per Occurrence $10,000 Mold per Occurrence $10,000 2%Wind Deductible NO The following conditions apply to certain property and inland marine: Any building over$1,000,000 in value and over fifty(50)years old requires an appraisal if replacement cost is to apply. Otherwise,coverage shall be made on an actual cash value basis. With regard to Law Enforcement Dogs&Horses values must be declared for coverage to apply. If a new exposure is acquired by the Participant/Member during the year,such new exposure must be reported for coverage to apply. This applies to exposures for which a limit is not already shown on this Property and Inland Marine Contract Declarations page of automatically covered in the Property Coverage document. Any single item of Fine Arts valued over$250,000 must be scheduled and have a recent appraisal. Coverage Extensions The following Sub limits apply on a per occurrence basis, unless otherwise stated. Any Sub limit shown as an annual aggregate applies per occurrence and to all losses for that peril/coverage in the aggregate during the contract term. NCACC RMP Property and Inland Marine Declarations Page Edition 7/1/2014 Issued 1 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 For additional coverages and sub-limits are found in the Property Coverage document, under 7, Limits of Liability and a description of the coverage is found under the PROPERTY DAMAGE-SECTION B, 3.ADDITIONAL COVERAGES section of the PROPERTY COVERAGE document. Coverage Limits Animal Mortality Coverage applies if scheduled and endorsed Landfill fires:Cost of extinguishing(any one occurrence/annual aggregate) $250,000 annual aggregate TIME LIMITS OR LIMITATIONS In Addition to the time limits shown elsewhere in this Contract, the following app I Automatic Coverage 90 Day Period Interruption by Civil Authorities 30 Day Period Ingress/Egress ay Period Extended Period of Indemnity 180 Day Period Shared Reinsurance Limits: Earthquake: $5,000,000 limit per Occurrence subject to a$5,000,000 annual aggregate with a Shared Reinsurance Limit with other members of CRL, Inc. of$300,000,000 annual aggregate. Flood Coverage(Zones A and V)-$1,000,000 limit per Occurrence with a$1,000,000 annual aggregate with a Shared Reinsurance Limit with other members of CRL, Inc. of a$20,000,000 annual aggregate. Flood Coverage(Zones other than A and V) -$5,000,000 limit per Occurrence with a$5,000,000 annual aggregate with a Shared Reinsurance Limit with other members of CRL, Inc. of$200,000,000 annual aggregate. NAMED STORM including storm surge - $50,000,000 limit per member of the Pool with a with a limitation of$200,000,000 for all locations combined within Tier One and Tier Two and with a Shared Reinsurance Limit with other members of CRL, Inc. of a maximum of $300,000,000 for all other locations. NCACC RMP Property and Inland Marine Declarations Pago Edition 7/1/2014 Issued 2 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 / N o R T II C A R D I, I N A NCACC Risk Management Pools Asscx:iATION OIL COUNTY COMMISSIONERS Liability and Pi-opel'ty SECTION II GENERAL LIABILITY COVERAGE CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1, 2014 to July 1,2015 Effective Time 12:01 A.M., Eastern Daylight Time SCHEDULE OF COVERAGES AND LIMITS COVERAGE LIMIT General Liability $2,000,000 Limited Real Property, Fire Liability, per occurrence $100,000 per Occurrence Limited Property Damage& Property in the Care, Custody and Control $100,000 per Occurrence Medical Payments, per Person $1,000 Medical Payments, per Occurrence $10,000 DEDUCTIBLE Per Occurrence $0 NCACC RMP General Liability Doclarations Page Issued Edition 7/1!2014 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 N o R T II C. A R O I. I N A NCACC Risk Management Pools Asso(;iATION OF COUNTY COMMISSIONERS Liability and Pl'opel'ty SECTION III BUSINESS AUTOMOBILE COVERAGE CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1, 2014 to July 1, 2015 Effective Time 12:01 A.M., Eastern Daylight Time SCHEDULE OF COVERAGES AND COVERED AUTOMOBILES COVERAGE COVERED AUTOMOBILES LIMIT(per accident Automobile Liability Any Covered Automobile $2,000,000 Out of State No-Fault Any Covered Automobile State Law Minimum Comprehensive and Collision Automobiles shown on schedule Actual Cash Value of Vehicle of vehicles to include Automobile unless otherwise indicated Physical Damage coverage Comprehensive and Collision Fire Trucks,Ambulances and other $2,650,000 Specialized Vehicles where a Roplacment Cost value is shown Ion the Schedule of Vehicles DEDUCTIBLES Automobile Liability $0 Out of State No-Fault $1,000 Comprehensive and Collision $1,000 NCACC RMP Business Automobile Declarations Page Issued Edition 7/1/2014 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 NO a T rr C A a o r. r N A NCACC Risk Management Pools ASSOCIATION OF COUNTY COMMISSIONBati Liability and f'roperty SECTION IV CRIME COVERAGE CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1,2014 to July 1,2015 Effective Time 12:01 A.M., Eastern Daylight Time SCHEDULE OF COVERAGS AND LIMITS COVERAGE LIMIT Employee Theft (per Loss Coverage) $250,000 f=orgery or Alteration $250,000 Inside the Premises Theft of Money and Securities $250,000 Inside the Premises Robbery or Safe Burglary $250,000 Outside the Premises $250,000 Computer Fraud $250,000 Money Orders and Counterfeit Paper Currency $250,000 DEDUCTIBLE Employee Theft (per Loss Coverage) $1,000 Forgery or Alteration $1,000 Inside the Premises Theft of Money and Securities $1,000 Inside the Premises Robbery or Safe Burglary $1,000 Outside the Premises $1,000 Computer Fraud $1,000 Money Orders and Counterfeit Paper Currency $1,000 NCACC RMP Crime Declarations Page Issued Edition 7/112014 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 N o a 'I II C. A R o I, 1 N A NCACC Risk Management Pools Asso[,IATION OIL COUNTY COMMISSIONERS Liability and Propefty SECTION V PUBLIC OFFICIALS LIABILITY CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1,2014 to July 1, 2015 Effective Time 12.01 A.M., Eastern Daylight Time SCHEDULE OF COVERAGES AND LIMITS COVERAGE LIMIT Coverage Agreement A, Public Officials' Wrongful Act, Each Occurrence $2,000,000 Coverage Agreement B, Sexual Misconduct, Each Person $500,000 Coverage Agreement B, Sexual Misconduct, Per Contract Period $1,000,000 DEDUCTIBLE Coverage Agreement A, Public Officials Wrongful Act, Each Occurrence $5,000 Coverage Agreement B, Public Officials Wrongful Act, Each Occurrence $5,000 NCACC RMP Public Officials Liability Declarations Page Issued Edition 7/1/2014 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 r� N o R TI C: A R o I. I N A NCACC Risk Management Pools AssO C.'IATION OF COUNTY COMMISSIONERS Liability and Pt-opei-ty SECTION VI LAW ENFORCEMENT LIABILITY CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1,2014 to July 1, 2015 Effective Time 12.01 A.M., Eastern Daylight Time SCHEDULE OF COVERAGES AND LIMITS COVERAGE LIMIT Law Enforcement Wron ul Act, Each Occurrence $2,000,000 Sexual Misconduct, Each Person $500,000 Sexual Misconduct , Contract Period Aggregate $1,000,000 DEDUCTIBLE Law Enforcement Wrongful Act, Each Occurrence $5,000 NCACC RMP Law Enforcement Liability Declarations Page Edition 7/1/2014 Issued 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 WC- N o R T A R O I. I N A NCACC Risk Management Pools ASsOC:IATION OF COUNTY COMMISSIONERS LiaLilily and 1'ropel'ty SECTION VII EMPLOYMENT PRACTICES LIABILITY CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1,2014 to July 1,2015 Effective Time 12:01 A.M., Eastern Daylight Time SCHEDULE OF COVERAGES AND LIMITS COVERAGE LIMIT Each Emplo ment Practices Wrongful Act $2,000,000 DEDUCTIBLE Each Employment Practices Wrongful Act $5,000 NCACC RMP Employment Practices Liability Declarations Page Issued Edition 7!112014 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 NO R T II C; A R o I. I N A NCACC Risk Management Pools AssoCIATION OF COUNTY C;OMMISSIONF-RS Liability and Pi'Opei-ty SECTION VIII ENVIRONMENTAL IMPAIRMENT LIABILITY COVERAGE CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1,2014 to July 1, 2015 Effective Time 12:01 A.M., Eastern Daylight Time Amount of Coverage $50,000 aggregate for the entire Contract Period. See Section B (Limit of Liability) Pool Sponsored by North Carolina Association of County Commissioners 215 North Dawson Street Raleigh, North Carolina 27602 Pool Adminstered by North Carolina Association of County Commissioners 215 North Dawson Street Raleigh, North Carolina 27602 Claims Administrator Sedgwick Claims Management Services, Inc. 5260 Parkway Plaza Boulevard, Suite 190 Charlotte, North Carolina 28217 NCACC RMP Environmental Impairment Liability Declarations Page Issued Edition 7/1/2014 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Nom o R T 1r C; n a o I. I N Management NCACC Risk Yools { AssocIXfION or COUNTY COMMISSIONERS Liability and Propei'ty SECTION IX CYBER LIABILITY & EXPENSE COVERAGE CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1,2014 to July 1, 2015 Effective Time 12:01 A.M., Eastern Daylight Time SCHEDULE OF COVERAGES AND LIMITS COVERAGE LIMIT C ber Liability Section A(1) $1,000,000 1 Sublimit: Privacy Response Expenses Section A(2) $250,000 Submit: Regultory Penalties Section A(3) $50,000 DEDUCTIBLE Each C ber Liability Wrongful Act $5,000 This coverage is written on a claims made basis NCACC RMP Employment Practices Liabi[ity Declarations Page Issued Edition 7/1/2014 6/2512014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 N O R T II C; A R o L r N A NCACC Risk Management: Pools 1 Asso(:IATION OP C 01JNTY COMMISSIONERS Liability and PCppel'ty SECTION X EXCESS LIABILITY (FOLLOWING FORM) COVERAGE CONTRACT DECLARATIONS Participant ORANGE COUNTY Contract Number LP-OR-067-14 Contract Period July 1, 2014 to July 1, 2015 Effective Time 12:01 A.M., Eastern Daylight Time LIMITS OF COVERAGE: Excess Liability(Following Form) Coverage provides excess coverage only after an Applicable Underlying Coverage Limit has been met as a result of an Accident, Occurrence or Wrongful Act during the above Contract Period. The Limits of this coverage are referenced below: Coverage Limit Each Accident, Occurrence, or Wrongful Act Limit $4,000,000 Combined Aggregate Limit $4,000,000 Deductible $0 Pool Sponsored by North Carolina Association of County Commissioners 215 North Dawson Street Raleigh, North Carolina 27602 Pool Adminstered by North Carolina Association of County Commissioners 215 North Dawson Street Raleigh, North Carolina 27602 Claims Administrator Sedgwick Claims Management Services, Inc. 5250 Parkway Plaza Boulevard, Suite 190 Charlotte, North Carolina 28217 NCACC RMP Excess Liability Declarations Page Issued Edition 7/1/2014 6/25/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 NO, R T I-r C h a o r. I N A NCACC Risk Management Pools 1 AssociATION OF COUNTY UNTY COMMISSIONERS Woi,kel"s Conlpensat<ion Limits and Experience Modification Participant ORANGE COUNTY Certificate Number WC-OR-067-14 Contract period July 1, 2014 to July 1, 2015 Effective Time 12:01 A.M., Eastern Daylight Time Coverage A Workers' Compensation Statutory Coverage B Employers' Liability $2,000,000 Coverage C Other States Statutory Coverage Type Standard Deductible/Retention $150,000 ( Aggregate: $0 Experience Mod 2014-2015 0.59 ( NCACC Workers' Compensation Limits Document Issued Edition 7/1/2014 6/26/2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 N O R 't' Ti C A R O 1. i N A NCACC Risk Management Fools r AsSOCtATION OF COUNTY COhIXIIISSIONE s Worker's Compensation SCHEDULE Participant ORANGE COUNTY Contract Number WC-OR-067-14 Contract period July 1,2014 to July 1,2015 Effective Time 12:01 A.M.,Eastern Daylight Time Annual Modlfled Modified Class Code I Description Remuneration Rale Contribution 6217 EXCAVATION&DRIVERS $ 868,451 6.40 $ 55,563 7380X DRIVERS -DSS NIA $ 163,703 8.34 $ 13,650 7382 LIMOUSINE CO AOE&DRIVERS $ 450,602 5.87 $ 26,437 7704 FIREFIGHTERS&DRIVERS $ - 3,87 $ 7705 AMBULANCE&E.M.T./E.M.S. $ 3,063,843 5.12 $ 156,716 7710 FIREFIGHTERS&DRIVERS PATROL OR $ 100,198 3.87 $ 3,880 PROTECTIVE CORPS 7720 SHERIFF'S DEPT.OFFICERS&DRIVERS $ 6,004,680 3.70 $ 222,173 8380 AUTO SERVICE OR REPAIR CENTERS& $ 129,575 3.31 $ 4,286 DRIVERS 8742 SALESPERSON,COLLECTORS OR $ 139,006 0.59 $ 826 MESSENGERS-OUTSIDE; 8810 CLERICAL_ $ 11,197,822 0.33 $ 36,729 881OX CLERICAL-DSS-NIA $ 3,969,230 0.33 $ 13,019 8810Y CLERICAL-HEALTH DEPT.-NIA $ 41,835 0.33 $ 137 f 8820 ATTORNEY $ 367,992 0.31 $ 1,152 1 8831 HOSPITAL VETERINARY&DRIVERS $ 885,196 1.44 $ 12,738 8832Y PHYSICIAN HEALTH DEPT NIA $ 3,511,359 0.41 $ 14,291 8835 NURSING-HOME HEALTH,PUBLIC& $ - 3.27 $ - TRAVELING ALL EMPLOYEES 8868 SCHOOL-PROFESSIONAL EMPLOYEES $ 4,385 0.50 $ 22 &CLERICAL 9015 BUILDINGS-NOC $ 794,943 4.19 $ 33,324 9033 HOUSING AUTHORITY&CLERICAL, $ - 2.06 $ - SALESPERSONS,DRIVERS 9063 YMCA,YWCA-ALL EMPLOYEES AND $ 968,331 0.92 $ 8,938 CLERICAL 9082 RESTAURANT $ 70,158 1.75 $ 1,229 9102 PARK NOC ALL EMPLOYEES/DRIVERS $ 1,386,049 2.57 $ 35,552 9403 ASHES GARBAGE OR REFUSE $ 970,561 8.63 $ 83,730 COLLECTION&DRIVERS 9410 MUNICIPAL TOWNSHIP COUNTY OR $ 2,609,093 2.15 $ 56,122 STATE EMPLOYEES NOC 941 OX MUNICIPAL TOWNSHIP COUNTY OR $ 2,725,834 2.15 $ 58,633 STATE EMPLOYEES NOC-DSS 9410Y MUNICIPAL TOWNSHIP COUNTY OR $ 1,227,133 2.15 $ 26,396 STATE EMPLOYEES NOC 9999 VOLUNTEERS (NCACC designated class) $ 53,783 37.05 $ 19,927 Total Estimated Payroll $ 41,703,762 2014-2015 Contribution $ 500,303 t NCACC Workers'Compensation Schedule Document Edition 711/2014 Issued 6/26/2014 NCACC WC Fiscal Year Summary Current Period 04/01/2014 - 06/30/2014 Last 5 Years to End of Last Quarter Orange County Paid incurred Fiscal Year Open Closed Total Claims This Period This Period Paid Outstanding Incurred Recovery Net Incurred 2009/2010 1 59 60 1,289.08 0.00 471,554.53 68,733.21 540,287.74 0.00 540,287.74 2010/2011 1 73 74 26,740.47 0.00 486,644.01 59,173.83 545,817.84 455,13410 90,683.74 2011/2012 0 57 57 0.00 0.00 327,395.21 0.00 327,395.21 328,121.94 -726.73 2012/2013 4 58 62 24,029.32 -4,416.32 238,690.36 109,436.90 348,127.26 218,055.02 130,072.24 2013/2014 15 52 67 19,441.95 94,317.56 118,024.68 211,704.60 329,729.28 103,911.18 225,818.10 Grand Total: 21 299 320 71,500.82 89,90124 1,642,308.79 449,048.54 2,091,357.33 1,105,222.24 986,135.09 O w N O Q U U Co LLrn LL Q c N O Co LOM t` O LO LIT Q O O M U Q a� Q 0 a� c w c 0 jn Date:07/14/2014 11:48:13 Run By:DCZYSZ NCACC-Confidential Page 79 of 108 U O 0 NCACC LP Fiscal. Year Summary Current Period 04/01/2014 - 06/30/2014 Last 5 Years to End of Last Quarter Orange County Paid Incurred Fiscal Year Open Closed Total Claims This Period This Period Paid Outstanding Incurred Recovery Net Incurred 2009/2010 0 32 32 0.00 0.00 108,589.72 0.00 108,589.72 6,494.00 102,095.72 2010/2011 1 39 40 1.00 25,000.00 825,275.58 24,999.00 850,274.58 28,793.50 821,481.08 2011/2012 1 38 39 12,500.00 47,500.00 112,275.26 45,000.00 157,275.26 269.50 157,005.76 2012/2013 1 28 29 19.86 49.00 85,006.46 5,029.14 90,035.60 7,353.00 82,682.60 2013/2014 5 60 65 16,027.99 26,961.09 105,360.42 65,043.20 170,403.62 10,340.68 160,062.94 Grand Total: 8 197 205 28,548.85 99,510.09 1,236,507,44 140,071.34 1,376,578.78 53,250.68 1,323,328.10 O w N O Q U U Co rn LL LL Q c6 N O Co LOM r` O LO u_ M Q O O M U Q a� Q 0 a� c w Mn Date:07/14/2014 11:21:08 Run By:DCZYSZ NCACC-Confidential Page 72 of 100 U O 0 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (herinafter "Agreement"), made and entered into this day of , 20 , ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type ofproject): ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. Revised 7/14 1 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): 4. Duration of Services a. Term. The term of this Agreement shall be from to b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 7/14 2 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed Dollars ($ ). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated ( ) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at htip://orangecountync.gov/purchasing/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Revised 7/14 3 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. Revised 7/14 4 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. Revised 7/14 5 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 7/14 6 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: DocuSigned by: jOV�.lit'f. ( AMIMLY*30/2014 kA& C-6dt, 12/23/2014 By 6�3}99@�B5 By County Manager 950F6C1E5EE047B . Printed Name and Title Revised 7/14 7 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Insurance Broker and Risk Management Consulting Services RFP#5206 ORANGE E COL ° NOR k CAufiuAANA � NOW , T. Orange County Financial Services Department ADDENDUM #1 September 17, 2014 RFP 5206 Orange County Insurance Broker and Risk Management Consulting Services To all Vendors: Modifications to bid documents for the above-named Request for Proposal are made as follows and shall be included in the proposed amount. 1. Please submit &k 6glhl copies (one clearly marked "original") of your response (printed duplex on recycled paper). Also include a digital copy of your proposal two .pdf files (cost proposal and your response) with your submittal. The file names should include your company's name and can be on a memory stick or cd. All other terms and conditions shall remain the same By: David E. Cannell, Purchasing Agent; dcannellco.o�nc.us / (919) 245-2651 Acknowledgement of receipt of this addendum shall be included with your submittal (page 1 only) Company Name: By: Date Received: P.O. Box 8181 200 South Cameron Street Hillsborough, North Carolina 27278 Telephones: Area Code 919-245-2651 Fax: 919-636-4913 Orange County, 200 S. Cameron Street, Hillsborough, North Carolina 27278 Page 1 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Insurance Broker and Risk Management Consulting Services RFP#5206 ORANGE E COL ° NOR k CAufiuAANA � NOW , T. Orange County Financial Services Department ADDENDUM #2 September 24, 2014 RFP 5206 Orange County Insurance Broker and Risk Management Consulting Services To all Vendors: Modifications to bid documents for the above-named Request for Proposal are made as follows and shall be included in the proposed amount. 1. Attached please see questions submitted to date with Orange County's answers in ured. All other terms and conditions shall remain the same By: David E. Cannell, Purchasing Agent; dcannellco.o�.nc.us / (919) 245-2651 Acknowledgement of receipt of this addendum shall be included with your submittal (page 1 only) Company Name: By: Date Received: P.O. Box 8181 200 South Cameron Street Hillsborough, North Carolina 27278 Telephones: Area Code 919-245-2651 Fax: 919-636-4913 Orange County, 200 S. Cameron Street, Hillsborough, North Carolina 27278 Page 1 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Insurance Broker and Risk Management Consulting Services RFP#5206 a „ 4 E COLN FY NOR I t CAVfi4A.VNA QUESTIONS RECEIVED WITH ANSWERS 1. Are you able to provide lump sum payrolls for the periods from 2009/2010 through 2013/2014? Cuuunurent Il)ayiron 11 is $42,000,000 annuially 2. Are loss runs available in excel (with claimant name removed) for Property & Casualty as well as Workers' Compensation for the periods of 2009/2010 through 2013/2014? kxc6 spircadsheet fix avafillalUe Iby murnafill ny nib„ u�u cull( c u uu Emnc u.uu yu n 1.y 3. If loss runs are not available, can you provide a description of all losses with incurred reserves greater than $50,000 for the periods of 2009/2010 through 2013/2014? Loss lyu.uul Lfi en 4. Can you confirm if the $150,000 retention for Workers' Compensation is on a per occurrence basis? $ 15C,000 ure teint:ioin os Il�eii occuu ii-reince 5. Section III —Qualifications: 3. If the business is placed with NCACC will Orange County expect the broker to manage the relationship for a broker fee? I hat has un not been deteurvurnfincni. 6. Would you like for us to break out any ancillary fees (Loss Prevention Services)or provide one total broker fee? Orannge y u.uulty Il1,1n 111 IlDirefeirennc 7. As part of our evaluation of your current program,we're wondering what safety programs the County currently has in place (county-wide or by department)? Do you have any current plans to implement new programs? I the y u.uulty nu.uurvirenLy has dm11xartiment speciffiin safety coirnllxlli°iannc IlDirogirarns i°in IlDlacx. We are i°in the eairrvly stages of nixv6lo1px�ing a COL11u1ty..vnilde (Uirnlbi-61a) Safety 111 anu.uGll and have forimed a lyfisll 111yanagernent y rnrniittee coirn1pirry sed of Ilccy umanageurnent and curnlpx oyee urvmlpresent,%ves vnfithl in the COL11111ty. We Ilxllan to iurn1px eirncint a y u.uul,ty wnrde Reef Safety IlDrog„rairn i°in the coirni°ling„ ii-nonths and an Eirgoinorni°in IlDirogirairn fury urnu.ukfilpx e aIlxllxllfc, form (office, anon office en0ronumcintx(. Orange COLInty EMS has been tirauined vnfithl in the punt year i°in the Ht IResponder IlDirogirairn, Orange County, 200 S. Cameron Street, Hillsborough, North Carolina 27278 Page 2 oonuSign Envelope ID: 18~^F49eooA02so Insurance Broker and Rink Management Consulting Gon/ioon RFP#5200 0RANGE CO[N TY NOR zu(AomumA The committee has been eva|uating the e#ecfiveness of current comp|iance safety programs such as B|oodborne Pathogens, G|oba| Harmoniz,%on/Hazard [ommunicafion, Hot Work, etc, and making stridestovuard app|icab|e po|icy and training revisions, The committee isformingsub-groupsto address specific areas, such as eva|uating First Aid �its/AEDs and [yber Risk/Privacy, Safety committees are beingdeve|oped in each key riskvuork group (department) vuithin the county, Supervisors and managers have been trained in accident investigafion, We are currenflyvuorkingvuith Work Steps/]ob Ready Services to deve|opjob specific physica|job descriptions and a physica| fitness for duty program, Orange County, 200 G. Cameron Gtnont' Hillsborough, North Carolina 27278 Page DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 AP �, y,p %rya n �➢ �, r�i ,1, d� ✓ � Iil� i T rah %4°aro ' iii `�� � r�rar✓/�!,a i n , , a r( rJr a�rn�i" �ii��l �lit0�i� ��II'�� �✓ Ci r � / �� ! r � �iri ICJ �� 1 r �l, � �a , l 6�,. a; r r r a mA rrr�rr�„ ( 1 i r ?, j DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 �Ni zwi�SO oonuSign Envelope ID: 18~^F49eooA02so 0�� � 0�� OF �� ��` 0��� �� CONTENTS m �--�m�� �=�� 1~ EXECUTIVE SUMMARY_.......................... .................... _. ............. .....................3 11, BROKER QUALIFICATIONS 0IN, WILLIS TEAM............... ......... ................................... ......................................................21 UV~ REFERENCES.......... ..................................... ........................................................ ........22 V. PROGRAM CONSIDERATION................. ...............___ ..................................I3 VU, MARKET ACCESS ....................................................... ................ ............... ..............Z7 V8k, FEE....... ................................... ............ ...................................... ....................................... ...Z9 VNUH~ APPENDICES ............. ............................... ..................__.........-- ...........................38 RequiredFonns-Addendumz Contact Name: Mark A. Goode, CIC, CPCU Title: Executive Vice President Telephone: 7043444867 CeUPhonm� 7049041792 E-mail: madk.Qnode@*iUia.00m This proposal was printed on Tree Frog 100% recycled paper VNUiu Group Ho|dingspic. isn eaUingg|obd hokodvisor, insurance and i,eineumncm broker. W[li routsdahngto 1828. VNUim n0era�es today on eve/7 mntinan� wid� mnm ihan 17.880 emp|nyeea in omnr 4O0 o�ces� VN||io offers i� oUen� oupe/ior mxpn�Use` teamwork, inrovuUnn and market-|eading pmdocts and m risk maoaQamentnnd bonsier, 0ur nxpejo mok amung \ha�ndd'a |aoding suit-�uhdem on una\yica, mode||ing and mihgotion siotdegieaattho inbmocUnn o[g|oba| mmmarceaUde�mmaeven� Findmomin�nne�on �uur��bsibs. wwxVViU|sconl' ouj inumaiResi|iexce. ornur op'b-1ha-minu�NuQm� b�sWngnava^ VW||ioVYna �omuoAe��od/ies. induo�eoacdy[mja|iomsVVi]�o �mvidosi�!oco| ud m/|�inc8une�di�o|naiU�eai!|pnce�ra 'i��yxr�� OnangeCoumty—Requcst for Broker Qualifications and Conceptual Proposal September 23.2O14 2 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 I. EXECUTIVE SUMMARY October 2, 2014 Dear Mr. Cannella Thank you for considering Willis and for giving us the opportunity to demonstrate our capabilities. We are delighted to provide Orange County with our response to your Request for Broker Qualifications and Conceptual Proposal. We certify that we meet all the requirements in Section III and will further provide supporting documentation for each qualification in Tab 11 of this document. We also have reviewed the sample contract provided in the RFP and agree to the terms with no requested modifications. We believe that Willis is uniquely qualified to serve as your broker and risk management partner. Our experience and expertise in providing insurance, risk management, and consultative services to Public Entities is unparalleled. In our response, we have highlighted strengths that differentiate us from our competitors. A few of those include: EXF1ERT1&',,E Your account will be serviced by the Willis Public Entity Team based in Charlotte. No other broker has a similar local resource. Your proposed service team is experienced in handling accounts similar in size and scope to the County. ',IESOLJR("ES-,Willis is a resource rich organization. We do not have an internal cost allocation model that would inhibit bringing the best and brightest minds to your account. A Willis client anywhere is a Willis client everywhere. The day-to-day servicing of your account by the local Public Entity Team will be supported by regional, national and global resources. CL,10,1,1' SERVI� E MODEL,We pride ourselves on being customer focused. With Willis, there is no bait and switch. The members included on the team chart are the individuals you will be working with on a daily basis. Willis leads all of our competitors in client retention. Further, your local service team leads Willis in retention. We boast of a 10 year 98%® client retention ratio! 1i,`,A S K A t),J!A,L.Y"f 1,C Willis has numerous proprietary analytical tools that will be used, in part, to determine the optimal risk transfer and retention levels. We will provide you in-depth analysis of past experience and projections, which will allow you to make educated decisions that align with your financial goals. Orange County—Request for 2voker Qualifications and Conceptu8l Proposal-September 23,2014 3 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Further, these tools will be used to determine and leverage the right balance between risk retention and risk transfer. Your selection of Willis as your risk management partner will ensure the following: ,m. An attentive, proactive team of experienced risk management professionals dedicated to achieving the goals stated in the RFP .and meeting all of the risk management needs of Orange County. sm Knowledge and expertise as a proven leader in providing risk management services to a broad range of public entities. en Access to local, regional and global resources that can add specialized expertise to address your risk management needs. mi Creative problem solving and an unwillingness to accept the status quo. A strong commitment to communicate with you frequently and effectively. Recognition that our sole mission is to meet and exceed your service expectations. am Finally, and most importantly, to work hand and hand with you and your associates to develop a cost effective risk management program with optimal terms and conditions. On behalf of our entire team, thank you for considering Willis. We look forward to the prospect of working with you. Sincerely, Mark A. Goode, CIC, CPCU Executive Vice President Willis Public Entity Group Orange County--Request for Bioker Qualifications and Conceptuai Proposal-September 23,2014 4 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 11. BROKER QUALIFICATIONS I 1-3ROKER SHALI., BE LOCATED w Noriini CAROLINA' UcrNSED BY AND IN GOOD STANDING W1 F14 THE STATE OF NOR rH CAROLINA DEPARTMENT OF INSURANCE" LICENSES SHALL BE FOR ALL. LINES OF lNSURANCE APPLICABLE TO A MUNICIPAU'ry'S EXPOSURE. Willis is global insurance firm employing over 18,000 professionals strategically located in 400 offices in over 120 countries. In the Carolinas, we employ 160 professionals located in offices in Charlotte, NC, Cary, NC, Greenville, SC, Columbia, SC and Charleston, SC. The Willis Public Entity Group is conveniently located in Charlotte, NC, Because of the industry specific expertise of this group, The Charlotte based team will be primarily responsible for handling your account. Individuals with specific expertise located in other offices will be called upon if and when situations arise demanding such expertise. One example is the claim advocacy services that will be provided by Mike Bradshaw in our Cary, NC office. All suggested team members are in good standing with the State of North Carolina and hold the appropriate licenses. Copies of those licenses will be provided upon request. 2. BROKER SHALL BE SUFI IMN-l'LY EXPERIENCED IN ALL lNSURANCE LINES AND MSS MANAGE MEN TSERVICESTO ""ROVU-, EXPERT,rf TIVEAND RELIABLE M. ......................E. SERMES"1 0 THE COUNTY. V1,JULJS PUBUC Et,,AITT The Willis Southeast Region Public Entity team, based in Charlotte, NC, will serve as your local service team. This team was formed in 2004 when Mark Goode and Mike Honeycutt left a competitor to join Willis. Due to the overriding philosophy of providing excellent client service, the group has experienced significant growth. The Public Entity Group is dedicated to the servicing of large public entities throughout the southeast. Your team interfaces with other public entity tearns throughout the country in the sharing and benchmarking of information, the identification and response to changing marketplace conditions, and trends in the legislative and regulatory environment. The team members are held to rigorous standards. They are employed based on proven experience within the public entity arena and are expected to maintain their expertise, keeping up with new developments in risk management practices and changes in the business world at large. In addition, our team is highly active in a number of Public Entity associations such as PRIMA, STRIMA, AGRIP, URMIA and others. We believe that the markets respond better to brokers that are experts in their given fields as opposed to those that are generalists. The Willis Public Entity Group is staffed by industry leading professionals that spend all of their 6-ne servicing the needs of public entitles clients. arrange Courty—Request for Brolter Qualifications and Conceptual Proposal-September 23,2014 5 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Willis has made a corporate commitment to the Public Entity Sector. Currently Willis represents over 800 Public Entities throughout the US. We handle numerous public entity and education clients across the country including the following: m City of Raleigh, NC mm City of Concord, NC s City of Columbia, SC City of Rock Hill, SC City of Greenville, SC mum City of Burlington, NC,,,, mi, NC League of Municipalities m Cobb County, GA I City of Atlanta Mississippi School Boards Association n State of South Carolina r/A DeKalb County , GA a State of Texas sm State of Georgia I Mississippi Association of mm South Carolina Schools Board Supervisors Insurance Trust (a Insurance Trust pool of 82 counties throughout the state) a Fulton County GA on Gwinnett County,GAI 3. BROKER SHAIJ.. HAVE EXTENSIVE AND CONT�NUOUS 11E�LAT�QNGIJPS WITH 11HE INSURANCE MARKE"rS NECESSAIrf 'T'O PROWDE THE COUN"I'Y MfITH SUPERIOR INSURANCE SIP "Ir"RN @ES THAT MEE'r 'T'HE COIL WlwYIS NEE13S AND ARE FAVORABILM PRICED REI-ATIVE 'ro 'THE RiSK AND CURRENT MARKE'r. BROKER ........... ''..._.0---------- ...............,___ SHALL IJAVE ACCESS TO AND WH.1 OBTAIN COVERAGE FROM CARRIIERS VVITH EXPERIENCE PROVIDW3 INS1.1RANGE COVERAGETC), P(YRLIG EWTITMS. ...........Our expertise lies in being familiar with the carriers and what they are interested in writing, coupled with our ability to accurately estimate what the ultimate program costs will be. As this is one of our strongest capabilities, our clients are better prepared to make intelligent and informed decisions regarding their insurance placements. We foster a model of regular conversations between our clients and their Client Advocate and other Willis team members. M,e R K E"'I" S E[_,E�C"T'110 riNl As part of our program design and market selection process, we always look for insurers who are willing to assume a lead position on a program. We believe it is wise to have appropriate backup given the ever-present possibility of a shift in risk appetite by various market players. We have extensive experience with all the major world markets, including direct writers. Our sole constraint in considering any market is that they must meet our market security and insurance solvency criteria. The criteria for selecting carriers vary depending upon the needs of a particular client, but the following considerations remain constant: Orange County—Request for Broker Quafficatiors and Conceptual Proposal-September 23,2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 sm Pricing Aggressiveness: Some carriers are known to be more aggressive in pricing their product. We seek to strike a balance between meeting your service needs and delivering a product that is price competitive. 7a Servicing Capabilities: Selected carriers must have the appropriate infrastructure and quality standards to meet your needs. aA Risk Appetite: Carriers" appetites relative to risk assumption vary, and we must match their philosophy with your desire and ability to retain risk. Carriers' Strategic Plan: Underwriters often revamp their approach due to evolving internal goals. We can sometimes obtain advantages when a carrier becomes more competitive, achieving better coverage, limits, and/or pricing than would normally be available, Critical changes in carrier personnel can also affect their tactics — the move of a significant individual from one carrier to another can materially and sometimes rapidly alter a situation. Financial Stability: The carrier must have the long-term ability to fulfill your payment and servicing needs. We strictly adhere to our process for evaluating the financial stability of carriers. ARKEIF RELATIOrNJOHIPS Our brokers enjoy strong relationships with local and home office underwriters of all major insurance carriers domiciled in the US, London, Bermuda and other world markets. We have wel,l-established, strong relationships with all of the key markets. Excellent underwriting relationships based on trust and respect allows us to obtain for our clients the optimum cost and coverage terms available in the marketplace. We believe an aggressive negotiating team is required to achieve the desired results, i.e.) — minimizing your overall insurance premiums, while obtaining enhanced terms and conditions. Negotiations are always conducted in the best interests of our clients as we look to take advantage of our position with the markets and existing relationships. We are firm believers that the renewal process should be collaborative. No one can tell your story as well as you. As such, at the beginning of each renewal, we schedule meetings with the various underwriters in which we provide the markets with updated renewal data and outline our goals and objectives. Underwriters enjoy meeting their ultimate consumer and developing a relationship with them. The below chart is a partial list of the markets we will access on your behalf. Internal corporate policy does not allow us to disclose specific premium by carrier. However, we place over $800m in public entity premium with these carriers. Orainge County—request for Broker Qualifications and Conceptual Proposal-September 23,2014 7 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Sample Markets for Public Entities & Governments Major Lines of Coverage AIG Primary & Excess Casualty, Property ACE Limited Primary & Excess Casualty, Property ert Affiliated FM Property . . .................. - Brit Excess Casualty, Property CNA Primary Casualty, Property . . .. ............ Starr Insurance Primary Casualty Ironshore Primary Casualty Genesis Primary Casualty Travelers Primary & Excess--Casualty,,Property ............ ... .......... One Beacon Primary Casualty Great American Excess Casualty . ......... The Hartford Prope�qy Liberty 11 I I 11 Mutual,, Property and Excess Workers' Compensation Midwest Employers Excess Workers' Compensation Safety National Casualty Corp Excess Workers' Compensation Munich American Primary Casualty Zurich Financial Services Group Property, On accounts with the size and' of Orange County, most agents/brokers would assign the entire placement to a wholesaler. This is done because they either lack the expertise or do not have access to sufficient standard markets to directly make the placement. The "hidden cost" of this type of placement by way of commission paid to the wholesaler is ultimately pushed back to the client. Because of our internal expertise and vast access to all standard markets, we will directly place a significant percentage if not all of the coverage through those markets. A wholesaler will only be used to access those markets that have exclusive relationships with the wholesaler or for required non-admitted/excess and surplus lines carrier participation. This approach reduces the amount of premium placed by the wholesaler as well as the corresponding commissions that would be earned by the wholesaler. To minimize your cost, we typically limit a domestic wholesaler's commission to no more than 5%-7% of the premium as opposed to the standard of 12,5% to 17%. 4. BROKER &HM-1. PROVIDE CONTINUITY OF SERVICES, BY ASS�GN�NG A PIRMIARY ......................... IBRQKEl`s AND A BACK-LIP BROKER WHO ffl t. BE a,, KNOWLEDGEABLE IN T1 IE PRINC�P[,ES AND PRACTICES OF' ENTERPMSE RISK ............. MANAGEMENT AND SPECIFICALLY RISK F�NANC]NG FOR PLJBL�C ENTH"IES b. FAWLIAR W111FTHE COLINTY A,:,A RMK C1. AcCESSISI-E..,ro'rFIE COUNTY ON SHORT r�n,rICE, d. I 1410ROUGHLY KNOWLEDGEABLE AND COMP ETEN'T P4 INSURANcE Orange County—Request for HI-Ck8F QUalificadons and Conceptual Prcposal-Septernter 23,20 4 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 ALTERNATIVES IN ORDER TO PROVIDE SUPERIOR SERVICES TO THE COUN-rY AND e. KNOWLEDGEABLE IN LOSS CONTROL AND CLAIM MANAGEMENT SERVICES AND BESTPRACTICES. Mark Goode will serve as the Client Advocate for Orange County and will serve as the portal through which you will be introduced to all Willis resources, capabilities, and experts. Mark has been working with public entities throughout the southeast for the last 24 years and is well versed in public entity risk management and risk finance. Willis is a strong believer in the team approach. This creates depth to guaranteed daily continuity of service in the event your lead contact is unavailable at any given minute. Mark Goode is head of the Public Entity Group and has over riding responsibility to ensure that all Willis services are being properly deployed and that your specific written service plan is being executed. He will serve as your lead contact. He will be assisted on a daily basis by Mike Honeycutt and Carol Dwyer, both highly seasoned public entity experts. You will be provided with contact information, for all team members to include email addresses, office phone numbers, home phone numbers, mobile phone numbers, etc. All team members are highly experienced with enterprise risk management and risk financing mechanisms for public entities. We have familiarized ourselves with Orange County using the information that was presented to us in this RFP and the County's webs,ite as a resource. It is important to remember that Public Entities are our area of expertise therefore, we are extremely familiar with County exposures and the challenges that they face. We have built a very successful practiced by providing excellent customer service. One of the reasons we are able to achieve such a high level of service is because we listen to our clients and work collaboratively to set and achieve goals. If selected as your broker, you will obviously not be our only client. However, we strive to provide a level of service that would lead you to believe that you are our only client! One of the benefits of working with Willis is our depth and breadth of resources. Two of those resources include our robust claim advocacy and risk control service. You will be assigned a specific person in each of these disciplines. Later in this proposal we will speak in more specific terms about the claim advocacy and risk control services that we propose. Orange County—Request for Broker Quaflficatjons ard Conceptual Proposal-September 23, 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 13ROKE wwSHALL MAINTAIN "T'HE HIGHEST iIrrrEGRI'r'Y IN BUSl NE S,S R rIONS FI , AND PRACT1C S AND SHALL,MAKE FULL AND,nME w DISCLOSURE'['01+11E p °r "X01.` ....mm� ANY IU" F'IN ICTS OF WTr'RIST OR DUAL Rr"rAnO ' I� ..w.S . mm.....��w W....fv ERSHHIP W TPA CAR, BROKER " Ar EEr E rA ESA.. C IT 1 mm.. —. _.. e,-aa�.-...-_ .-..-11- _.. _....—���_ w� w.� -.— STATE STA,rUT'ES REGARDING G11--l'S AND FAVORS FOR PUBLIC OFFICERS AND r, PI0YEE' AND SHAL '9H R o THOSE STANDARDS DARD � mm.r��E �""C"urrD CI OF N'TY BUSINESS. Willis has fine components to our published Value Statement: 1. Integrity 2. Advocacy 3. Teamwork 4. Respect 5. Development We take these components seriously and every employee undergoes training to guarantee they fully understand the meaning and expectations of each. We are committed to operating with the highest degree of integrity. We further commit to full disclosure. On the annual client service plan that you will receive, we will provide a full schedule of the services provided along with a statement as to the total compensation earned for providing those services. To avoid any real or perceived conflict of interest, Willis chose to divest itself of any competing interests. We are brokers and risk management consultants. That is all we do! We are not a bank. We do not own any wholesale brokerage firms, TPA's, underwriting companies or any other entities that could potentially compete with or stated goal of always doing what is in the client's best interest. Upon selection as your broker, each team member will be provided with a copy of the statutes regarding gifts and favors for public officers and employees. A training session will be held to ensure they understand the requirements and importance of compliance. Below is our "Client Bill of Rights" which is also incorporated in each annual Client. Service Plan, "[„ " � BILL f l fl Our Client Bill of Rights is our commitment to upholding the highest standards of integrity in our industry and how we deliver the Willis Value Experience. At Willis, our culture and our actions are guided by the following principles: Grange County—Request for Broker Qualifications and Conceptual Proposal-September 23,2014 10 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 1. Willis represents the client's best interests through our client advocacy model. Willis' global resources and services are committed to understanding the client's company, its industry and its individual needs. Willis' customized recommendations and solutions will be driven by what is in the client's best interests. This is the centerpiece of the value Willis provides its clients. 2. At the commencement of every new engagement and at renewal thereafter, Willis will describe the service and value it provides and how it is compensated for it — in plain and simple language — as part of our Terms of Business Agreements, Fee Agreements, Standard Terms and Conditions, and our Willis Client Service Model. 3. Willis will listen before it acts. Its partnerships with clients will be typified by clear, complete and candid communication. 4. Clients will have a toll free number to give Willis feedback on the quality of its services. Clients are able to make comment, critique and suggest areas for our improvement. 5. Willis will require that the training its Associates receive includes enhanced emphasis on their duty of care and full disclosure to clients. 6. Willis Associates are prohibited from accepting any gifts, entertainment or trips from insurers that could create the appearance of a conflict of interest with its clients. 7. Willis will conduct its business, in accordance with its best practices guidelines, which are incorporated in our Willis Excellence Model. & Willis clients will receive the benefits of our Glocal approach to service: our global resources delivered locally to help clients realize their highest risk management and business objectives regardless of geography. 9. Adherence to these principles will be enforced by a series of enhanced internal controls, including regular compliance reviews, audits and review by the Audit Committee of the Willis Board of Directors. Willis Client Hotlines: http-//www,wi[lis.com/Contact—Us/Client—Hotlines 6. BROKER SHALL BE WURED B GENERAL. JI.IABILITY VEM I_IAB FY mm. PROFESSIONAL ERRORS AND OMISSIONS AND WORKERS' COMPENSA"rION' U. 9"R0_KE, RSHALL BE RESPONSIBLE FOR ALL EMPL.OYER TAXES AND SOCiAL., .................... SECURITY DUE TO THE STATE AND FEDERAL, GOVERNMENTS, BROKER SHAT II, BE ........... RESPONSIBLE FOR AL L SUN'NDS HANDLED By, BROKER ON Bi HALL.FovrHE. 2—U!'LLY, AND SIJALL CARRY A FIDEL.ITY BONDICRUVIE COVERAGE SUFFHAEN''I' TO COVER ANY mm ............. w. LOSSES OF THIS NATURE" 131,Z0KER SHALL. NOT SUB-CONTRA(.7 WITHOUT PRIOR ............. WRITTEN PERMISSION OFTHE COUNTY. We have provided a certificate of insurance in the appendix that references the coverages required above. Further, we understand we are responsible for all state and federal taxes required as an employer. Lastly, we will not slab- contract any pail of this contract. Grange,County—Request for Broker Qualifications and conceptual Proposal-Septerrber 23, 2014 11 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 7. BROKER SHALL HAVE THE CAI ARILITY OF WORMNG WITFITIJE COUN'rY TO EVALUATE TH F INSURANCE POLICIES AN RECOMMEND APPROPRIATE OR ADVANTAGEOUS CHANGES. BROKER WILL IJAVE THE AULYTY AND COMMMVIENT TO PROWDE THE COUNTY WITH RENEWAL PLACEMENirs lN A TMELYMANNE ONDUCIVE TO TFiE COUNTY'S lNTERNAL TUE REQUMEMENTS AND MAINTENANCE OF COVERAGE. -—------------ R WILL SECURE AND PRUME, AM BEST RATiNGS OF EVERY CARMER FOR ............. WHIG AW OVERAGE PROPOSAL.�S SENT,, How a risk is presented to the global market is paramount. Your Willis team will develop placement strategies tailored to your specific profile and needs. Willis has elected not to have a centralized marketing facility so that the people who know your account best — your account team — are also responsible for marketing it to the underwriting community. We believe that each client must be differentiated from its peers, not homogenized in the marketplace. Insurance should not be a volume business and every client deserves its own best deal. Once we have agreed upon your insurance risk management objectives, the marketing project will commence with the design and placement of the appropriate insurance coverages. Commonly referred to as the transactional, phase, the marketing and placement of coverage reflect your appetite for risk retention and the scope of exposure to loss that arises out of your daily operations. Immediately upon being, appointed as your broker, we will do a complete analysis of your program to include review of the policy language, review of limits and sublimits, review of deductible structure, review of all terms and conditions, etc. We will then make change suggestions to you as appropriate. As part of our professional standards we include on all of our proposals the most recent AM Best rating and the date it was rated for each proposed carrier. Willis recommends that all exposure, underwriting data and applications be developed and provided to us at least 120 days prior to renewal. When the underwriting data is received, Willis undertakes a thorough review and analysis before preparing the underwriting submissions for presentation to the market. All submission information is reviewed with you prior to its release to the market. The underwriting submission will include: ral Introduction of Orange County, including history and overall goals si Account specific cost, coverage and limit requirements rm Insurer service requirements i�,a Cash flow considerations mA Risk assumption philosophy of Orange County Orange Ccurty—Request far Broker Qualifications and Conceptual Proposal-September 23,2014 12 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Insurance Carrier Financial ratings as measured by A.M. Best Co., Moody's and Standard and Poor's wa, Orange County's desired structure options Exposure spreadsheet analysis and graphs ni Loss control activities and enhancements Relevant loss data Factors, such as multi-year rate commitments from the carriers to assist with annual budgeting. This also helps ensure that a carrier does not simply low bid the program in year one and expect substantial rate increases in the following years. �m Development of program alternatives represents one of the most important elements of our client service. As part of our marketing process, our review of your current program includes an analysis of potential new capacity, new program structures, and any cost benefits associated therewith. We will endeavor to provide you with multiple program design options, including but not limited to your current risk financing arrangement. v%i We will negotiate terms and conditions, keeping you fully informed via regular updates during the marketing and negotiation process. us Once we have achieved the best outcome for you, we will provide our written recommendations as to which program should be bound and with which insurers. Our recommendations regarding insurers will comply with Willis' market security standards and will reflect our opinion as to both the long-term and short-term advantages/benefits (as well as disadvantages, if any) of our recommended program. Upon receipt of your instructions, we will bind coverage with the selected markets and provide written confirmation to you prior to inception. This marketing and placement process is approached as a partnership with the client, the markets, and Willis. As such, we invite your engagement in the marketing process from start to finish. IVIARKEHNG TwELINE We schedule renewal strategy meetings with our clients to establish a renewal timeline that is fluid and is based on our mutual agreement. This timeline will outline the responsibilities of each party involved and the due dates for these action items to be completed. The timeline creates clear communication with our clients and we believe this type of communication has contributed to our high level of client retention. Please see below a sample of a draft renewal timeline that is typically created in our first strategy meeting. Orange County—Bequest]Or Broker Qualifications and Conceptual Proposal-September 23, 2014 13 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 DRAFT RENEWAL TIMELINEI, Orange County. JUL y?,2046 Ya JULY'!,2tl16 RENEWAL T�R4v1 Will .....�., »w,vn . j , r , I Preliminary Renewal Strategy Meeting Willis&County 311512015 x W often Hold This Meeting h Md Late Noventer Establish Agreed'UponTrmeline Willis 3115/2015 x NeednraWeto[-nsurev'ueh etihecoonty's Needs Obtain SCV from TAC Willis&County 41112015 K Opportunity to All the Agencies to Review Model SOV(Wind,Earthquake,Terrorism,etc,) Willis 41712015 z C:lfi-I Cooponemtof The Marketing Recess Discuss Modeling Results and Establish Limits Willis&County 47 7 512 0 1 6 x ''Se l7es'„ne Help Neke oe.�asion son limits and rka�ehnrer: Populate Web Site witih Submission. Willis 411/2015 x This Tool Allows Us to ..kthe lkiderwrters P A-hvilies Specs;Delivered and Discussed with Markets .Willis 41712015 st. .Setting Expectations Eady With P Underwriters Underwriter Meetings Scheduled 'Willis 4115/2015 x ' Another Critical Part of the Process.Client' Underwriter Meetings Willis&County 412012415 x x. Inwlvement is Crucial.Helps Build Long Term Trust. ProposalslC luetes From Markets Due Willis 611/2015 rr. Initial Terms ReceM-d Discuss Ouales With County Willis&County 5/1/2015 x Collaborative Discussions on Where Retire ReCvne Refine Quotes Willis 511512015 x Push Markets to Impmve Terms PraMde County with Final Proposal Willis e11/2015 x Cumprehensiee Document that.Explains All Proposed Terms&Conditions and Options Bind Program Willis fif1512015 x Official Confirmations to the Markets to Bind Secure Penal Binders and Order Policies Willis 612 012 01 5 x.. Helps Eliminate Unnecessary Delay of Policy Issuance Provide County with Binders and Palioy Willis 7/1/2015 x. Summary of Policies and Evidence of Schedule Insurance Provide County with Premium lnwices& '..Willis 71112015 x payment Advice Statement and Summary Summary Rei Performance To Date 'Willis&County 8/1/.2015 x Tell Us How We are Doing-We Want Feedback Update and Refine Client Service Plan Willis&County 8/112615 K Road Map of Service Dellterables Claim.Service Plan Development Willis&.County 8/112015 x CAT Loss Strategy,Claim Review Dates and EEC. Risk Control Plan Development Willis&County 8(112015 x Engineering and Loss Prevention Plan Meetings with Vendors as Needed Willies&County 8/112015 X '.... r Initiate OPEN ITEMS 415T Willis&County 0!112015 x Tool to Ensure Timely DolNery of All Serwrce Deliverables 8> 'T, Kr R SHALL MAKIWIN 0FRCE i� . CONSISTENT j AND BE AVAILABLE FOR EMERGENT CONSULTATION AFTER.H.—..._O v ,,.. BROKER �...SHALL,....E,.E. .P� 7`0 MESSAGES we S S OON AS POSSIBLE AND ALWAYS M/1"I'M ONE BUSINESS DAY. Mark Goode will serve as the lead contact for Orange County. He will be assisted on a daily basis by Carol Dwyer and Mike Honeycutt. The team resides in the Charlotte office located at: Willis of North Carolina 301 South Tryon St, Ste 2600 Charlotte, NC 28232 Office hours 8:00-5:00 EST (Monday — Friday) Mark, Carol and Mike will be available to Orange County on a 24/7/365 basis. All are equipped with laptop computers, (Phones or smart phone devices. You will be provided with complete contact information to include their home phone numbers. All inquiries emails, phone calls, written correspondence, etc. will be responded to in no more than a day. orange County—Request for Broker Qualifications and Conceptual Proposal-September 23,2014 14 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 9. BROKER SHALL. KEEP WRIT"FEN RECORDS OF MARKETING EFFORTS AND SHAL.L. MAKE THI!S INFORMATION AVAILABLE"ro"THE COUNTY UPON REQUEST. The Willis Excellence Model (WEM) is our process framework which identifies the steps and quality control standards to be followed in providing to our client's services in their best interests. Process milestones must be met for each client renewal involving renewal strategy, submissions, marketing/delivering quotes, confirmation of binding and policy delivery. The WEM standards are assessed each month by auditors and compliance is tied to compensation. WEM requires Willis service team to deliver formal confirmation of coverage to our clients, in the form of a binder issued or approved by the insurer, prior to policy inception. Ideally, Willis service teams strive to deliver formal confirmation of coverage to our clients within 24 hours of receipt of binding instructions. Willis clients benefit from WEM since the process provides an independent review of the critical work involved in placing policies and also provides independent monitoring of the services provided to our clients. It is a set of checks and balances to ensure we are delivering service that is transparent, accurate and timely. It is difficult for items to slip through the cracks with this additional oversight. As a standard operating procedure, the County will be provided with full information about the markets approached as well as the response from the approached markets. 10,BROKER SHALL DESIGN -rFiE CARRiER SELECTION PROCES, VVITH CONS U 1-TA-rION OF THE R K MANAGER AND IN A MANNER THAT ALLOWS FOR INPUT FROM A ("OUN'TY INTEWEW PANEL. BROKERS' REC'(WIVIENDATIONS, TO PURCHASE INSURANCE SHALL TAKE 'rFIE FIN DWGS OFTHE PANEI INTO CONSIDERATIONAND SHALL BE REPORTED IN .......... WFUTING AND SUFFICIENTLY DETAILEDTO EXPLAW ALTERN TIONALE AND SUPPORT"rHE RECOMMENDED DECNSK)N. In questions 3 & 7 we previously provided insight to our carrier selection, how we will interact with you, conceptual timeline and deliverables to you and your team. We recognize that your risk is unique and the service needs will be different from other clients we serve. Therefore, we will mutually develop a Willis Client Service Plan that will allow us to meet and exceed the needs of Orange County. The document is dynamic and will change to reflect your changing needs. We will look to develop an 'Intelligent Program' that balances the following elements-, ........... Arnount& breadth of coverage Premiums Insurer seCUrity Retained risk The County's risk appetite Loss potential (exposure & likelihood) Premiurns,___,"'.... Orange CcLjnty—Pequest for Brcker Qualifications and Conceptual Proposal-September 23,2014 15 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 We will work with Orange County to eliminate, minimize or mitigate as many risks as possible. Because risk management is not a static process, we will continuously work with you to evaluate and present new strategies to address your exposure to risk. We will partner with Orange County to minimize your total cost of risk rather than simply transferring it. By using an approach that is consultative in nature, our solutions address more than the cost of insurance premiums. Our services include risk assessment, risk strategy, program design, risk transfer transactions, TPA selection and evaluation, vendor management, risk control services and development of policies and procedures. The proposed Willis team has significant experience with self-insured programs for public entities in the Carolinas and throughout the U.S. We have expertise in developing, and implementing virtually all forms of risk finance programs. Among the risk finance programs that may be viable for Orange County are: vm Guaranteed Cost—full risk transfer r, Self-Insured Program Large Deductible,program Pooling arrangement rom Retrospective Rating program w Self-Jnslurance trust We will utilize our proprietary WilIPLACE & Market Match resources to determine the best carriers to market your risk to WilIPLACE is the internal placement platform into which Market Match is embedded. As part of the placement process, WilIPLACE calls on the Market Match Knowledge Centre to deliver potential matches for Willis clients. Market Match is managed centrally by the Willis Global Placement team that collates relevant data to create Carrier profiles, and then applies an algorithm to match appropriate Carriers to Willis Clients. The benefits include access to collective expertise globally to get the best solution, in real time. It provides client access to a broader range of carriers no matter where they, or the carrier, are located. An important part of this process is that we ask our clients to rank their priorities based on the carrier's service, claims, underwriting, policy administration and premium competitiveness. Our client's scorecard result is taken into consideration when deciding on which carriers will ultimately be recommended for policy placement. 11.E3ROKER SHALL HAVE THE CAPACITYTO CONTRACT83ERVICES FOR ONE YEAR VVITH A 2 YEAI� OPT]ONAL RE-NEVVAL- ATTHE COUNTY'S MS`CRET10,N,_L.0,.L�,,A "I'OTAL CONTRACT TERIVI LIP "To 3 YEARs. Ai" "T'l iE END OF' THE THREE,-YEXR PERI ),D EAR[JER M ANNUAL. RENEWAL �IS NOTEXECUTED THE COUNTY MI.. USE A COMPETMVE PROCESS .......... 1`0 SOLICIT BROKER SERVICES,_�- SUC,U SERVICES ARE REQUIRED Xr T11ATTIRAE. ........... We understand and are agreeable to this. '12.13ROKERSHALL PROVIDE A DESCRIPTIONOFITS GOMMMAENTTO TRANSPARENCY AND Crange County—Request for Broker QuaHlicafions and Conceptual Proposal-September 23,2014 15 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 PROVIDE FUL.L MSCLOSURE OF ALL. BE DE WED DIREun.Y OR INDIRECTLY FROM SERVICES TOTHE COUNTY. .......... We agree to accept a negotiated fee as the means of our remuneration. We promise to fully disclose every penny of compensation earned over the entire service period. On an annual basis, we will provide you with a written statement to this effect. As a strategy, we will market your program will full commission and then net out the quote before presenting the same to you. This approach guarantees that the markets are giving us full credit for all of the commission deducts. If any market should refuse to write net of commission, our fee will be adjusted downward to reflect the same. In addition to being fully transparent with our clients, we also seek to be flexible in determining the structure of the compensation agreement should your needs change. 13.1N ADDITRON TO INSURANCE BROKERAGE_.:' ERVIC`_,',S HE COUNTY REQ1,nRES -IrI.iE AVAILABLITY OF 'nJE FOLLOWING 'EE RVIC�ES�� 13.1 RISK.. MANAGEMENT CONSULTING SERVICES GPECPC TO PUBLIC ENTTVIES IN ............ 3 CAROLINA THE AMLITY TO M�ZESENT 0114 UNFOLDING MSK ........................ �J_�L EXPOSURES AND REMEDIES. Our goal is to be seen as an extension of your risk management department. As such, we will provide advice and consideration on any risk management issues. Our depth of available resources will make us a valuable partner to the County. Willis regularly consults with our many public entity clients on potential loss exposures such as: (,%t Reduced Budgets — Maintenance & Safety Slippage ma Staff Reduction —Wrongful Terminations em Aging Workforce vf,,,4 Deteriorating Carrier Results (Most Acute in WC and Sexual Misconduct) roA CAT Analysis and Planning mm Prospective Inflation — Medical Cost - Hard Market? rm, Cyber Terrorism m Environmental With respect to the emerging risk of cyber liability, Willis can help. As one of the most sophisticated insurance brokers in the technology and cyber landscape, our team will be aware of, and consultative to the following issues relative to cyber liability: Orange County—Request for Broker QL1@lffcat[ons and Conceptual Proposal-September 23,2014 17 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 uas Civil liability from "failure to protect confidential information" in any form or from any media rs Negligent or intentional release of confidential corporate or personal third-party information w IT service provider data breach Am, Public relations expenses Defence costs, fines and penalties incurred due to regulatory actions m,,m Citizen privacy notification costs mA, Infringement of intellectual property® such as software code copyrights 1392 LOSS CONTROL SERV1U!!!-S CONSISTMG OF REIN uNpERvffirrEWS RECOMMENE)XnONS AND EVALUXIING HAZARDS FACING ORANGE_ .......... AMSTANCE WlM FtEGULATORY COMPLIANG�- TY AND COMPLIANCETRAMOIG AND POTENTML SITEVISI TS. The Willis Risk Control and Claims Practice is a resource for Property and Casualty clients consisting of 103 technical professionals in the U.S. and Canada. Your loss control advocate will be Robert Shuford. He will consult you on a full range of risk control issues to assist you in minimizing your total cost of risk. A few of the services that will likely be of interest to you include: C 0 R Jr R,I S K C( i, ,r ai_ P A B 1J,L" E S roji Safety Program and Risk Assessments m,,� Claim trending and data analysis rm Safety culture assessments iful, Compliance assessments �,; Safety Education &Training %oin Safety/Risk Committee Development and Facilitation ri,�i Coordination of Insurance Carrier Services ymi Review & Development of Safety/Risk Control Policies/Procedures Manual mi Ergonomics Consulting Fleet Safety m Behavioural /Safety Culture Assessment & Improvement Root Cause Analysis Enhancement z,i Bloodborne Pathogens training rem Hot work assessment and training Orange County Request for Broker Qu2hficaticns and Conceptual Proposal-septemher 23,2014 18 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 no Work hand and hand with the claims advocate in loss investigation and loss mitigation vn EMS consultation and training �,%i Ergonomics-Train the Trainer"Body in Motion" Seminars sm Emergency Planning and Evacuation Procedure Implementation & Coaching mm Month ly/Quarterly Safety Advisories/Bulletins (injury of the month- what Went wrong?) SAFET`t�' "MULS AND As an important client of Willis, you will be provided an annual subscription to the JJ Keller Online Safety resource, Ojkelleronline.com). This is an outstanding resource for hundreds of safety training programs, safety inspection forms, sample manuals, research materials and more. Willis strongly believes that through quality and easy accessible safety tools we can continue to contribute to the reduction of risk and losses for Orange County. As part of our proposed annual fee we have included 40 hours of risk control services. '113 u_,/.wvi SEMU"S TO AS&ST WITIA AUDI-TING TO BE COND ED UP 1F0 A QUAR"rERLYBASB SPUT E RESOLUTION OR COVERAGE NTERFIRETNTION. gym,LAIRVIS A,DV0C SFr C"",,,, Your Willis Claims Contact will be Mike Bradshaw, he will assist and consult on difficult claims and coverage disputes and focus on reducing your total cost of risk through program analysis, implementation of industry best practices and process improvements. We have the ability to provide technical claim expertise in all aspects of the claims discipline for all lines of coverage brokered by Willis and we act as an advocate at all times. Once a claim occurs, the level of expertise of your claims staff and that of your broker determine the ultimate cost of the loss. By aggressively managing the claims process, Willis can ultimately favorably impact reserve levels and thus pricing and total cost of risk for Orange County. This process starts with an assessment of your current prograrn. Specific areas of responsibility include: orange County—Request for Broker QuaNfioaUcns and Conceptual Proposal-September 23,2014 19 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 rm Assisting in the development of account specific claim procedures PA Reviewing the activities of claims adjusters, assisting in disputes and verifying charges xvi Performing periodic file reviews and reserve analysis vIm Reviewing all reservation of rights and potential coverage declinations in advance of issuance rej Coverage analysis and advocacy in coverage disputes m u z Technical claim assistance and claim issues resolution assistance n//, Oversight Management of large open losses to include Claim Reviews with focus on resolution Runoff claims oversight ,ni Carrier/TPA selection assistance mm Development of Carrier I TPA I Vendor service specification, expectations and performance standards �nm Development and Implementation of Claims Best Practices for external vendors to ensure effective claim resolution wom Contract and claim Service Agreement review and negotiation mii Facilitation of vendor stewardship reports We will provide semi-annual (or with other mutually agreeable frequency) claims reviews. Orange County—Request for Broker Qualifications and Conceptual Proposal-September 23,2014 20 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 III. WILLIS TEAM Our strategy is to provide Orange County with a highly talented, industry_ specific service team that will function as an extension of your risk management department. No time will be lost in learning your operation, organizational structure, agency contacts and risk management goals and objectives. Your local service team will also serve as the portal through which you will be introduced to other Willis resources, capabilities, and experts. Two members of your proposed service team, Mike Honeycutt and Mark Goode have the distinct honor of being recognized by Risk and Insurance magazine as among the world's top "'Power Brokers." Below please find a chart of our proposed service team. While the names on this chart are those that will be engaged on a regular basis, there will be other resources called upon depending on your emerging needs. Team member biographies can be found in the appendix. Mark Goode, Willis Public Entity Managing Director: Mark will oversee all team members CPCU, CIC 32 and provide management support to ensure that services promised are delivered and to provide leverage with insurance markets as needed. Mike Client Advocate: Mike will assist and support Mark to assure seamless client Honeycutt, 21 service and to assure Orange County always receives the resources needed. CIC Carol Dwyer Client Advocate. Carol will assist and support Mark and Mike to assure MBA, CIC, seamless client service and to assure Orange County always receives the CRM 17 resources needed. Client Manager: Kim will provide support services to include processing Kim Rice 17 changes, auto ID cards, certificates of insurance, tracking invoices, responding to questions, etc. Mike Claims Advocate: Mike will be your c'laim advocate responsible for claim Bradshaw 28 services including oversight, consulting, and advocacy. Robert Risk Control: Robert will be responsible for risk prevention, consulting, and Shuford 25 advocacy. Scott Kestler, 27 Marketing: Scott leads the marketing department for the Carolinas and will be CPCU our ccnduit to the carriers. Nancy Woode 21 National Property Team; Nancy and Erin our part of our complex property team and wall be utilized as needed on the property property prograrn Errin Pearson development and placement Orange County—Request 11)r Biuker Qu2fficatons and Conceptual Proposal-septen-lber 23,2014 21 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 IV. REFERENCES FiVE BUSiNESS REFERENCES ARE REQUL�jF-- A'T LEAs'r 30F THE REFERENCES BEING COMPARABLY WED GOVERNMENT OR NON-PRORT CUENTS AND A"r LEAST ONE REFERENCE SHOULD BE OF AN ACCOUNT LOST VV1"11,flN'rHE I.Asi,2 YEARs. The City of Concord Julie Waller, Risk Manager (704)920-5111 walled @Lci.concord.nc.Lis State of SC Budget and Control Board Insurance Reserve Fund Anne Macon Smith, Director (803) 737-0022 aflvnnCcDirf.pg_._gov South Carolina School Board Insurance Trust Frank Vail, Risk Manager (803) 988-0257 fvaikscsba.or NC League of Municipalities Bob Haynes, Executive Director (919) 715-2910 bhgyngs �ncli�-n.olg Mississippi Association of Supervisors Insurance Trust Leslie Scott, General Council (601) 353-2741 Iscott@massLlp.org Lost Account State of Mississippi Marshall Pemberton, Director (601) 576-2553 rnajahall.p m rLo@ n dfa.nis.goy hg_ Orange County—Request for Broker Oua�ifications end Ccnccptu[fl Prcdposal-Septeniher 23,2014 22 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 V. PROGRAM CONSIDERATION The overview of the current program with NCACC, does not provide the exposure, loss detail or premium detail to allow us to provide an 'in depth commentary. Based on what is provided and our experience with similar accounts we are offering some considerations and conceptual ideas. Overall it appears that Orange County has a favorable loss experience on both the Worker Compensation and the Liability & Property side. Given the above average loss experience we would expect your program to be priced aggressively by the NCACC. Property While we do not have the specific claim information on the property, based on the current deductible, we would estimate the rate to be between .065-.095 per $100 for the NCACC program. One advantage of participating in a pool is that individual risks can often get access to higher limits at a more reasonable cost than on a standalone basis. The disadvantages are the concerns of not having a dedicated limit for your county and/or the impact of poor loss experiences of other members on your program rates. Further, there is always the question of if the pool limit will be sufficient to cover all members affected in a single catastrophic occurrence. Upon review and analysis of detailed loss history, we can better determine what deductible levels are most appropriate when approaching the commercial market. We estimate a rate of .045-.07 per $100 in value for property contingent upon the deductible and coverage/limits elected. Some of-the areas we like to discuss with you further and address in your current program are the following: a. It appears that buildings listed on your statement of values with a value over $11V! are required to be appraised and if not the valuations will be on actual cash value. While we firmly believe in appraisals in helping determine insured values this should not be part of the policy as it would have a punitive impact on future losses. b. Currently on your policy all new buildings must be reported to be covered. While it may seem relatively simple to meet this requirement, we know the County has a lot of moving parts and different people involved in various functions that may not always communicate as quickly as needed. We would Orange County--ReqUesttr Broker Qualifications and(_'olicertual Proposal-September 23,2014 23 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 recommend a sublimit of $5m for newly required buildings and a longer reporting period. c. The current earthquake limit of $5M per occurrence and in the aggregate appears low. While not a significant exposure based on your location, we typically would still like to see this this limit at $25m or higher. cl. The current flood limit of $1 M for flood zones A&V per occurrence and in the aggregate and flood limits of $5M for non A&V flood zones per occurrence and in the aggregate should be addressed. We suggest determining flood zones for all locations to more accurately assess your exposure to determine the optimal limits for your risk. e. The current named storm limit of $50M should be raised. We believe that since you are not located in a Tier 1 or 2 areas, this limit should match the total limit offered by the NCACC. f. The current limit of $100K for fire legal liability. If the County rents or leases any properties from 3rd parties this limit may not be adequate. General Liability, Automobile, Public Officials & law Enforcement Given our expertise with North Carolina public entities, we are well aware of the statutes within the State of North Carolina relative to sovereign immunity as it impacts self-insured programs. When possible we encourage clients to develop excess insurance programs that maintain governmental immunity as allowed by North Carolina General Statutes Sec. 1150-42, Sec. 153A-435, or Sec 16OA-485, as applicable, or any amendments thereof. We are unsure if the NCACC program uses these statues to your and their benefit or not. In looking at options for the County, we will approach the commercial markets and evaluate alternatives to the NCACC program. Please be aware that the purchasing of insurance in the commercial markets with low deductibles would most likely adversely affect your sovereign immunity. One suggestion to maintain immunity would be to look at a self-insured retention program with excess limits. This program structure can prove to be extremely cost effective and would allow the County to keep control of your claims while still providing catastrophic coverage for larger claims. Below is a diagram of how this program would be structured. Orange County—Request for Broker Qualifications and Conceptual Proposal-September 23,2014 24 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 CONCEPTUAL, LIABILITY PROGRAM DESIGN I �J c,- >r,%�✓/� y,, r��j rl/� r/ri//ii/ �i vrfr/�rAirrorr r%,i/1 , Workers Compensation We understand you currently take a $150,000 deductible on the Worker's Compensation program. Upon receipt and review of detailed lass information we would analyze your historical loss data to determine the right balance between. your risk retention and risk transfer. We would take into consideration the County's appetite for risk and ability to fund for losses when making this determination. The chart below compares the cost of a guaranteed cost program with a $150,000 deductible & a self-insured retention prograrn based on the information provided in the RPP Program Premium etained Claims Total Coast losses handling costs Guaranteed $885,450* 0 Included $885,450 Cost $150,000 $500,803 $333,000'"* Included $833,303 deductible insured$650,000 tent self- $175,000 $406,000" $47,500 $62.8,500 estimated *Used Modified Contribution from NCACC WC Schedule Document *Data from 7/14114 NCACC lass report and 2012, 2011, & 2010 average recovery assuming this was retained losses under deductible n Data from 7/14/14 NCACC loss report and 2012, 2011,. &2010 average incurred since no Claims would have exceed $650,000 Qfange County—Request for Brdo er Qualifications and Conceptual Pmposal-September 23,2014 25 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Based on the above comparison, we would recommend the guaranteed cost option for $885,450. While you may surrender some control of claims handling you have a sum certain/fixed cost for your policy year outside of any payroll audit. Given the loss history the volatility may not be worth the savings to go self-funded which would be our second option. A self-insured program should provide long- term savings and allow the County more control over the claims handling. As your broker Willis would help you select a Third Party Administrator to handle the claims on your behalf. We would also guide you through the transition to this type of program. Our goal is to be a long-term partner of the County to help you capture as much savings and control as possible over your program. Assuming all the data points above are correct the 3rd option would be your current structure with the $150,000 deductible. Given the fixed costs and the average clairns cost this program does not provide much savings from the guaranteed cost program yet creates much, more volatility and exposure for large payouts. As mentioned earlier, our goal is to partner with Orange County to minimize your total cost of risk rather than simply transferring it. By using an approach that is consultative in nature, our solutions will address more than the cost of insurance premiums, Our services include risk assessment, risk strategy, program design, risk transfer transactions, TPA selection and evaluation, vendor management, risk control services and development of policies and procedures Orange County—Request for Broker Qualifications and Conceptual Proposal-September 23,2014 26 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 V1. MARKET ACCESS PROPOSAL &I,IALL. DESCMBE THE BROKER'S ACCESS TO ANY' WCUMBENT cARRIERS OR TPAS LarED WTHIN HE DOCUMENTS PROVIDED AND WDICATE WHETHER ROKER CAN ACC..ESS 'rHOSE MARKETS AT COMPE,rITIVE PRIClING. PLEAsE LIST AT ............. ........................ LEAS,r-THREE AND UP TO FIVE CARRIERSITPAS FOR .mmmH LINE OF BUSMNESS ,Vvmj .......... WHOM YOUR FIRM HAS A RELATIONSIJ�P AND WITHWHOM YOU HAVE PLACED PUBLIC ................. ENTITY BUSINESS wrnjINTHE �PAS"I"T'WO YEARS. IN(,,L,UQE ANY C0lVlMK%S10N OR OTHER -1111-1----............... ......... FINAN(',iAL ARRANGEMEN"r WLAJMNG OWNERSI-flP OR, INVESTMENT iNTEREST YOLI ................ MAYHAVE WITH THE CARRIERS ANDIOR TPAs. ..................... Willis has well established strong relationships with all of the key national and global carriers as well as close relationships with many regional and niche carriers. We actively manage these relationships so that we are best positioned to work with them. The trust and respect we have earned from the carriers has enabled us to obtain very favorable results when negotiating on behalf of our clients. We believe an aggressive negotiating team is required to achieve the desired results — minimizing our client's overall insurance premiums, while obtaining enhanced terms and conditions. Negotiations are always conducted in the best interests of our clients as we look to maximize our position with the market and existing relationships. Below we show a few of the carriers and TPAs we have recently placed public entity business with. AIG Primary & Excess Casualty, Property ........... ACE Limited Primary & Excess Casualty, Property Affiliated FM Property Brit Primary Casualty, Property Starr Insurance Primary Casualty lronshore Primary Casualty .............. Genesis Primary Casualty - . . ........ Travelers Primary & Excess Casualty, Property One Beacon Primary Casualty . . ......... Great American Excess Casualty The Hartford Property Liberty Mutual Property and Excess Workers' Compensation Midwest Employers Excess Workers' Compensation ....................... Safety National Casualty Corp Excess Workers' Compensation .................... Munich American Primary Casualty .. .......................... Zurich Financial Services Group Property . .. ............................... Orange County--R'equest for Evoker QUalificaticns and Conceptual Proposal-September 23,2©14 27 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 TPAs ry% AS&G All lines _. . . ...... .... .. Corvel All lines PMA All lines As a pure broker we do not have ownership or investment in any Third Party Administrators or Insurance Carriers. Orange County—Request far Broker Qualifications and Conceptual PIOPOS21-September 23,2014 28 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 V111. FEE SUBMIT ONE COPY OF THE cos""r PROPOSAL IN A SEPARATE SEALED ENVELOPE ............ . ..... .....................-1-1-1 MARKED "GOST PROPOSAL" AND A-I-TACH IT TO THE 0MGMAIP., COPY OF YOUR SUBmi-rTAL... We have attached our cost proposal as directed to the original copy of our submittal in a separate sealed envelope marked "COST PROPOSAL". Orarge COL111ty—ReC;UP-St for Broker QUakfications and ConCerDtLlal Proposal-Septeriter 23, 2014 29 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Insurance Broker and Risk Management Consulting Services RFP#5206 ORANGE :OUNTY NORT[i CARO1,1fi,2A " NORTH OLIN Orange County Financial Services Department ADDENDUM#1 September 17, 2014 RFP 5206 Orange County Insurance Broker and Risk Management Consulting Services To all Vendors: Modifications to bid documents for the above-named Request for Proposal are made as follows and shall be included in the proposed amount. 1. Please submit six eight copies (one clearly marked "original") of your response (printed duplex on recycled paper). Also include a digital copy of your proposal two .pdf files (cost proposal and your response) with your submittal. The file names should include your company's name and can be on a rnernory stick or cd. All other terms and conditions shall remain the same Sy: David E. Cannell, Purchasing Agent; jcannell@co.oranqe,nc.us/(919) 245-2651 Acknowledgement of receipt at this addendum shall be included with your submittal (page 1 only) Company Dame: f w` By: —9/AIA A&d M., K Date Received: 1_11 ,11_ P.O. Box 8181 200 South Cameron Street Hillsborough, North Carolina 27276 Telephones: Area Code 919-245-2651 Fax: 919-636-4913 Orange County, 200 S. CarneFon Street„ Hillstoraugh, Forth Carolina 27278 Fage 1 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 -„w Insurance'Broker and Risk.Management Consulting Services RFP#5206 ORANGE COUI`J-rY N011:1`E I C AROI INA ORANGE nmuwA mmulli u.WuuwwY NORTH mp CAROLINA Orange County Financial Services Department ADDENDUM #2 September 24, 2014 RFP 5206 Grange County Insurance Broker and Disk Management Consulting Services To all Vendors: Modifications to bid documents for the above-named Request for Proposal are made as follows and shall be included in the proposed amount. 1. Attached please see questions submitted to date with Grange County's answers in red. All other terms and conditions shall remain the same By: David E. Cannell, Purchasing Agent; dcannell @cQ,2fpp e.nc.us f (019) 245-2651 Acknowledgement of receipt of this addendum shall be included with your submittal (page 1 only) Company Dame: w 1 By: o o Date Received: W liq P.O. Box 8161 200 South Cameron Street Idillsborough, North Carolina 27278 Telephones: Area Cade 919-2.45-2651 Fax: 919-636-4913 u_mwomm�uuwwummwwwm m .. mmumuuum wmrv�wwp.. e� ...!qui ... rortrmr�u ... ...,...iuumm!uuwmwmii_ � Orange County,200 S. Cameron Street, Hll4s�Drau li, North Carolina 27278 Pa..e.._._ 9 Y 9 91 oonuSign Envelope ID: 18~^F49eooA02so `1�4a� . Insurance Broker and Risk Management Consulting Services RFp#52O8 ORAMG2C{JUNTy wmuruCaxOuma ! QUESTIONS RECEIVED WITH ANSWERS 1. Are you mh|e to provide lump sum payrolls for the periods from 3009/2010 through, 2813/2O14? Cmrrent rlayrm[� l$ approxiMnate|y $42,000,000 amnuT_,ffly 2. Are loss runs available in excel (with claimant name removed) for Property & Casuo|ty as well as Workers' Compensation for the periods of 2009/2010 through 2013/2014? Excel spreadsheet �sava|8ab]ebyemmmiQng, gq 3. If loss runs are not available, can you provide m description of all losses with incurred reserves greater than $50,OQO for the periods of2O0g/2010 through I013/2O14? Loss Bumgiven 4. Can you confirm if the $150,000 retention for Workers' Compensation is on a per occurrence basis? $150,000 retention iS peroCCUrreAce 5. Section III —(lue|ifiomtimny� 3. |f the business is placed with NCACC will Orange County expect the broker to manage the relationship for a broker fee? That has not beemdetmrmined. 6. Would you like for us to break out any ancillary fees (Loss Prevention Services) or provide one total brohorfoe? Crange County hasnmpreference 7. As part of our evaluation of your current program,we're wondering what safety programs the County currently has in place (rounty-wideorbydepartmont)? Du you have any current plans to implement new programs? The County currendy has departnient specific safety compliance prograrns iri piace. We are im the eor|V stages mfdeve|opingsCmur1V-m/hfe (Ummbre|Ya)Safetkj Manme|and have fonnmedaffisk Management ConmnoitteecomoArisedmf key roemoQemnent and emmp|�yeerepresentadvesVvfflhim the County. Wep|omtm implement a County-wide Fleet Safety progranmin the com*ig months and amErgmuorm�m program for rnmkdp|eappUcatians (office, omn-officeemvi (annments),0rangeCC"mn1JEMS has been 1ra[ne6 within the Xast year i1 the Fit Responder program. Orange Courty, 200 S, CarneFon Street, H�Ilsborough, North Caro�ina 27278 Page 2 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02EO Insurance Broker and Risk Management Consulting Services RFP#5206 CRANG E COU-TI-Y NORTI I CAR01 INA The cornnfluee has been evaluaflingthe effecHveness Of Current o.�nnpfiam:e safety progra nis such as Woodborne PathDgens, G�irjM Harrnonizadon/Hazard Communication, ftt Work, etc, and mak.Ang .strides�oward apphcaWe poNcy and trah-dng rev�siors. The cornniittee jS f0rrjjjIr1jg sub-grOUPS to address specHic areas, such as evaluathig First Nd Klts/AEDs and Cyber Prisk/Privacy.Safety co 111 n,)it tees are being devOoped in each key dsk work group(departMent)within the couIlty. Supervisors and rrianagers have been trained in accident invesfigation.We are Wrrent[V WOI*J�lg with Work Steps/R)ID Ready Serv�ces to develop,Job specHk', phys�cai jol)desc0pflons aind a physicM fitness for duty program, i !9! Orange County, 200 S. Cameror Street, WIsboFOUgh, North Carolina 27278 Page 3 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Ac" Page 1 of 1 09E(1Mi YYYY) CERTIFICATE LIABILITY I /2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERI AUTHORIZED REPRESENTATIVE OR PRODUCER,ANDTHE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(es)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemerit(s}. PRODUCER '...CONTACT Willis Group PHONE FAX one world Financial Ctr. - 877-94,5-7378 888-467-2378 2.00 Liberty St. E-MAIL Certificate6@wRlliswC4II1 New York, NY 102,81 INSURER(S)AFFORDiNGCOWERAGE NAIC# INSU'RERA.Naticnal Union Fire Insurance Co. of Pitt 19445-601 INSURED Willis orth America Inc. GHSURERB�: Illinois National Insurance Co. 23817-002 ' One world. Financial Ctr. INSURERC:New' Hampshire Insurance. Company 23841-001 200 Liberty Street New York, NY 10281 INSURER D:AIG Europe (UK) Ltd FOOS9-000 INSURER E: INSIJRERF: COVERAGES CERTIFICATE N UMBER:2204081.6 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM CR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR DD' SUB POLICY POLICYEXIP TYPE OF INSURANCE POLICY NUMBER LIMITS A -GENERAL LIABILITY GL1,929656 7/1/2014 7/1/2015 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY' DAMAGETOf�ENTED PREMISES Eaoccurence $ 1. 000 000 CLAIMS-MADEXOCCUR M ED EXP(Anyone person) $ 10 000 X. Contractual Liability PERSONAL&ADV INJURY $ 1,000,000 GENERALAGGREGATE $ 5,000,000 GEN'LAGGREGATELI MIT APPLIES PER: PRODUCTS-COMPIOPAGG S 1 000 1 000 POLICY PRO- LOC $ A AUTOMOBILE LIABILITY CA0939749 7/1/2014 7/1/2015 COMBINED SIN GLELIMIT 1.,000,000 (Ea accident) $ ANYAUTO BODILY Ii URY(Per person) $ ALLOWNED SCHEDULED BODILYINJURY(Peraccident) $ AUTOS AUTOS - X HI'REDAUTOS X NON-OWNED PROPERTY kDAMAGE. $ AUTOS $ UMBRELLA.LIAR H OCCUR EACH CCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED I RETENTION I $1 S WORKERS COMPENSATION WC015684665 (FL) 7/1/2014 7/1/2015 X I wcsTATU- DTH- AND EMPLOYERS'LIABILITY • ANY PROPRIETORIPARTNERIEXECUTIVEYrN WCOISG84666 (CA) 7/1/2014 '7/1/2015 E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBFREXCLUDED? N1A. • MandatorylnNIA) WC015684667 7/1/2014 7/3/2015 E.L.DISEASE-EA EMPLOYEE $ 1,0010,000 Vyes,describe under • I DESCRIPTION OF OPERATIONS below WC'015684668 (AOS) 7/1/2014 7/1/2015 E.L.DISEASE-POLICY LIMIT $ 1,000,000 O 11757P13 7/31/2014 7/31/2015 CRIME COT7ERACE $1,000,000 Limit DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(Attach Acord 1.01,Additional Remarks Schedule,if more space is required) Additional Insured status will be automatically provided upon awarding of the business to the Willis entity and in accordance with the terms and conditions of the appropriate insurance policies CERTIFICATE HOLDER CANCELLATION SHOULD ANY OFTHE ABOVE DFSCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDAN E V4iIThl THE POLICY PROVISIONS. AUTHORIZ D REFRIES..:ldT TIVE Evidence of Tnsurance Cca11:4516780 Tpl:1829595 Cent: 8816 Q1 88-2010ACORD CORPORATION.All rights reserved. ACORN 25(2010105) The ACC RID name and logo are registered marks o ACORD DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 ///EVER"In /iii/ ,..// /p!"ii,r�,,," ri //r :✓��r/r /////(///i/ %/p l ri/ % r r, ri ,✓ ,�,,,r r �, // %r / !%,,,, Freberg Environmental', Inc. Global Special Risks, LLC Hunt Insurance Group, LLC Premium Funding Associates, Inc. Queenswood Properties, Inc. SB&T Captive Management Company Smith, Bell &Thompson, Inc. Westport Financial Services, LLC Westport HRH, LLC Willis Administrative Services Corporation Willis Americas Administration, Inc.. Willis Giaconia Life, LLC Willis HRH, Inc. Willis Insurance Brokerage of Utah, Inc. Willis Insurance Services of California, Inc. Willis Insurance Services of Georgia, Inc. Willis Management(Vermont) Ltd. Willits of Alabama, Inc. Willis of Arizona, Inc. Willis of Colorado, Inc. Willis of Connecticut, LLC Willis of Delaware, Inc. Willis of Florida, Inc. Willis of Greater Kansas, Inc. Willis of Illinois, Inc. Willis of Louisiana, Inc. Willis of Maryland, Inc. Willis of Massachusetts, Inc. Willis of Michigan, Inc. Willis of Minnesota, Inc. Willis of New Hampshire, Inc. Willis of New Jersey, Inc.. Willis of New York, Inc. Willis of North Carolina, Inc. Willis of Ohio, Inc. Willis of Oklahoma, Inc. Willis of Oregon, Inc.. Willis of Pennsylvania, Inc. Willis of Seattle, Inc.. Willis of Tennessee, Inc. Willis of Texas, Inc. Willis of Virginia, Inc. Willis of Wisconsin, Inc. Willis of Wyoming, Inc. Willis Personal Lines ,LLC Willis Programs of Connecticut Willis Re Inc. Willis Securities, Inc. Willis Services LLC DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 ac R � CERTIFICATE LIABILITY ITf I DATE(M8/2 14 gage 1 of, 09/18/201.4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPONTHE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND ORALTER TAKE COVERAGE AFFORDED BYTHE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.Astatement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER. CONTACT Willis Group PHONE FAX One World Financial Ctr. 877-945-7378 888-467-2378 200 Liberty St. E-MAIL Cert:i 'iCatES @Wi.1lis.com New York, NY 10281 INSURER(S)AFFORDINGCCVERAGE NAIL# INSURERA::'See Subsequent Page 00000-004 INSURED INSURER B: Willis North America Inc. One World Financial Ctr. 'INSURERC: 200 Liberty Street. New York, NY 10281 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER.22048615 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN',ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BYPAID CLAIMS. NSR DD' SUB POLICY EFF POLICY EXP LIMITS I, TYPE OF INSURANCE POLICY NUMBER GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Eaoccurence CLAIMS-MADED OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERA LAGGREGATE '$ GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS-COMPfOPAGG $ IFCT POLICY PRO- LOC $ AUTOMOBILE LIABILITY (Ea accide© accident) LIMIT $ ANYAUTO 6001'LYINJURY(Perperson) $ ALLOWNEO SCHEDULED BODILY I'NJURY(Perac,*Ient) $ AUTOS :AUTOS HIREDAUTOS NON-OWNED {P Oacddent�AMAGE $ AUTOS - UMBRELLA LIAB �J OCCUR EACH OCCURRENCE: EXCESS LIAB CLAIMS-MADE AGGREGATE DED I RETENTION'S $ WORKERS COMPENSATION 4NC nRYI IKAIT OFT R- AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETORJPARTNEHIEXCCUTI"VE❑ NIA E.L.EACH ACCIDENT - $ OFFICERIMEMSER EXCLUDE[? IE.L.Mandatoryin NH) DISEASE-EA.EMPLOYEE $ f yes,describe tinder DESCRIPTION.OF OPERATIONS below E.L DISEASE-POLICY LIMIT A 0034031749 7/31/203.4 7/31/2015 Errors and Omissions See Coverage Schedule Attached DESCRIPTION OF OPERATIONS/LOCATIONS VEHICLES(Attach Acord 101,Additional Remarks Schedute,if more space is required) All employees of Willis North America and its subsidiaries are included as Insureds under the Errors & Omissions pOlicy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THERECF, NOTICE WILL BE 'DELIVERED IN ACCORDAN E WITH THE POLICY PROVISIONS. AUTHORIZ D REPRES NT TIVE; Evidence of Insurance Co11:4516779 Tp1:1848291 Cart:.. 8815 (c)1 BS--2010 ACORDCORPORATION,AllrigiltSrLse ved. ACORD 25(2010/05) The ACORD Came and Ioao are registered marks o ACORD DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 ///ir / i,r it / / ✓/ /„ i, / Freberg Environmental, Inc. Global Special Risks, LLC Hunt Insurance Group, LLC Premium Funding Associates, Inc. Queenswood Properties, Inc. SB&T Captive Management Company Smith, Bell &Thompson, Inc. Westport Financial Services, LLC Westport HRH, LLC Willis Administrative Services Corporation Willis Americas Administration, Inc. Willis Giaconia Life, LLC Willis HRH, Inc. Willis Insurance Brokerage of Utah, Inc. Willis Insurance Services of California, Inc. Willis Insurance Services of Georgia, Inc.. Willis Management(Vermont) Ltd.. Willis of Alabama, Inc. Willis of Arizona, Inc. Willis of Colorado, Inc. Willis of Connecticut, LLC Willis of Delaware, Inc. Willis of Florida, Inc. Willis of Greater Kansas, Inc. Willis of Illinois, Inc. Willis of Louisiana, Inc. Willis of Maryland, Inc. Willis of Massachusetts, Inc. Willis of Michigan, Inc. Willis of Minnesota, Inc. Willis of New Hampshire, Inc. Willis of New Jersey, Inca Willis of New York, Inc. Willis of North Carolina, Inc. Willis of Ohio, Inc. Willis of Oklahoma, Inc. Willis of Oregon, Inc. Willis of Pennsylvania, Inc. Willis of Seattle, Inc. Willis of Tennessee, Inc. Willis of Texas, Inc. Willis of Virginia, Inc. Willis of Wisconsin, Inc. Willis of Wyoming, Inc. Willis Personal Lines ,LLC Willis Programs of Connecticut Willis Re Inc. Willis Securities, Inc. Willis Services LLC DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 We, the undersigned,hereby certify that the following described insurance is in force at this date: Insured: Willis Group Holdings PLC as previously currently and hereafter constituted and incorporated subsidiary and associated companies in the USA and UK. Insured Address: 51 Lime Street, London,England EC3M7DQ with an office at: 200 Liberty Street,New York,NY 10281 Coverage: Professional Indemnity Insurance - worldwide Brokers and Agents Errors & Omissions Liability hisurance(Claims Made Form) Policy Number: 0034031749 Period of Insurance: July 31, 2014 to July 31, 2015,both days inclusive Limits of Liability: $5,000,000for any one claim and in the aggregate during the Period of insurance Carrier: AIG participates on the Willis Group Holdings Plc Professional Indemnity Insurance programme with Willis' captive insurer. This document is ftirnished to you as a matter of information only. The issuance of this document does not make the person or organization to whom it is issued an additional insured, nor does it modify in any manner the contract of insurance between the Insured and the Insurers. Any amendment, change or extension of such contract can only be effected by specific endorsement attached thereto. Should the above mentioned contracts of insurance be cancelled, assigned or changed during the above Period of Insurance in such manner as to affect this document no obligation to inform the Holder of this document is accepted by the undersigned or by the Insurers. NOT VALID UNLESS ATTACHED TO AN ACCORD CERTIFICATE FORM AND SIGNED BY TAD OJEKS DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 �l/n�� POSITION Executive Vice President , Willis Public Entity Group PROJECT As leader of the Willis Public Entity Group, Mark has the ROLE ultimate responsibility for making sure that all of the Willis Public Entity resources are being properly deployed and the detailed account service plan for the County is being executed. Mark will be engaged in and monitor all aspects of the servicing of the Orange County account. PROFESSIONAL EXPERIENCE Mark manages a team of seasoned professionals dedicated to providing risk management, insurance and consulting services to public entities throughout the country. He is based in our Charlotte office. His core team has worked together for 20 years and is recognized throughout the industry for their expertise in the public entity sector. Prior to joining Willis in 2004, Mark was the Managing Director for Aon's Public Entity Division. In that position, he was responsible for setting the national strategy for the sales, underwriting and servicing of accounts handled by his division. Previously at Aon, he served as Senior Vice President & Director, Construction Services Group. Before his tenure with Aon, Mark held a number of management positions at Aetna Life & Casualty, including: Industry Affairs Manager (lobbyist), Senior Account Executive; National Accounts Director; Regional Supervisor; and Unit Supervisor. Mark has over 30 years of experience in the insurance industry. As a broker, his experience encompasses such disciplines as management, account servicing, underwriting and marketing of loss responsive insurance programs, political and regulatory issues and claims management. CREDENTIALS Graduate of J',ames Madison University— B.S Degree with Majors in Management and Marketing and a minor in economics Certified Insurance Counselor (CIC) Chartered Property & Casualty Underwriter (CPCU) Four time recipient of Risk & Insurance magazine's "Power Broker" award Past recipient of the IIAV's "Insurance Company Person of the "fear" award DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 "" //J'1/ i ,�„ „(,I!'7 t'l�9' �'t/ l�r" Il'..>%T%li""/✓ iii �i / � r /r / i� r �� r(/ POSITION Senior Vice President, Willis Public Entity Group PROJECT Mike's responsibilities on the Grange County account will ROLE include, but not necessarily be limited to, the gathering and analysing exposure data, communicating with insurers and intermediaries, assisting in creating innovative solutions and program designs, developing renewal strategies, creation of stewardship reports, providing risk management and other consulting services to the Grange County and keeping them advised on changing market conditions and the availably of new products and services, etc. PROFESSIONAL EXPERIENCE Mike serves as a Client Advocate to accounts, overseeing all aspects of the day- to-day service deliverables as well as setting strategy for each renewal. Before joining Willis, Mike served as Senior Vice President, Relationship in Aon's Public Entity Group. Prior to that position, he was their Vice President of Marketing. Previously, Mike was a Senior Account Executive for Marsh. In 20 years+ experience, Mike has gained an expertise working with large public entity accounts. His experience also includes the marine, technology and manufacturing sectors. CREDENTIALS Graduate of the University of North Carolina Charlotte — B.S in Business Administration and Finance. Certified Insurance Counselor - CIC Recognized by Risk & Insurance Magazine as a .Power Broker in the Public Entity sector, DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 POSITION y / / r / / r l Client Advocate, Willis Public Entity Group PROFESSIONAL EXPERIENCE Carol has 17 years of experience in the insurance industry and currently serves as a Client Advocate. She manages all aspects of the day-to-day servicing of our clients. She has experience with many different aspect of the insurance field including underwriting, marketing and servicing. Before joining Willis in 2007, Carol was an Account Executive at Arthur J. Gallagher where she managed the North Carolina Public Entity gook of business. Prior to that„ she was an Account Coordinator at Aon Risk Services, Inc. working on complex accounts. She started her career at as a Middle Markets underwriter at The Hartford. CREDENTIALS University of North Carolina of Charlotte- Masters of Business Administration S.U.N.Y Plattsburgh- Bachelors of Science International Business Certified Insurance Counselor (CIC) Certified Risk Manager (CRM) POSITION Senior Client Manager, Willis Public Entity Group PROFESSIONAL EXPERIENCE Kim has 27 years of experience in the commercial insurance industry and currently serves as a Senior Client Manager. She manages all aspects of the day-to-day servicing of our clients. She has experience with different aspects of the insurance field including marketing and .servicing. Before joining Willis in 2013, Kim was an AVP Client Advisory Representative at Marsh & McLennan Companies where she helped manage a large book of business in various industries. Prior to that she worked in underwriting at USF&G Insurance Company. CREDENTIALS Certified Professional Service Representative Certificate of General Insurance DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 r POSITION Vice President, Regional Technical Director Risk Control and Claims Advocacy Practice PROFESSIONAL 1 Mike brings over 30 years of experience in the insurance and brokerage sectors of the insurance industry. Mike is located in Raleigh, North Carolina and works in the Risk Control and Claims Advocacy Practice. Mike's expertise includes risk management and claims issues that arise in the construction, hospital, clinical laboratory, pets-chemical, pharmaceutical, manufacturing, and public entity sectors. Prior to joining Willis in 1994, Mike had a distinguished career with The PMA Group for over 12 years where he held various positions. Mike last served as Regional Director for The PMA Insurance Group's operations in North Carolina. In that capacity, Mike was responsible for sales, claims, and loss prevention. CREDENTIALS Mike holds a BS degree in Economics from the University of Delaware and the AIC designation from the Insurance Institute of America. DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 POSITION/iii, „/ii/.,//////o�i%%/�//ii l//G//i///i//:///,i✓� /, a 1/�/ / // // / / //.,� / /, Senior Risk Control Consultant PROJECT ROLE Robert works in concert with the Willis client advocacy team to provide or coordinate a wide variety of solution based risk control resources to meet the individual needs of the Willis client. PROFESSIONAL EXPERIENCE Robert has over 25 years of experience as a risk control professional and is based out of Willis office in Charlotte, NC. His professional experience makes him well suited to consult with clients in a wide range of businesses classes including public entity, retail, hospitality, real estate, habitational, petroleum, manufacturing and distribution. Depending upon the design of the client's insurance program, Robert may coordinate carrier based risk control services on behalf of the client, align the client with Willis subject matter risk control specialists or provide direct risk improvement consultative services. Regardless of the method of delivery, Robert's consultative approach partners the client with the appropriate resources to successfully accomplish organizational risk improvement, exposure reduction and loss prevention. Examples of services include„ but are not limited to, the communication of industry specific risk management "best practices", assistance with regulatory safety compliance and effective implementation of cost effective claims frequency/severity reduction strategies. Prior to joining Willis, Robert served as a. Senior Risk Engineering Consultant for Zurich Insurance and Federated Mutual Insurance. CREDENTIALS Robert holds the professional designation of Occupational Health Technologist and is also a Professional Member of the American Society of Safety Engineers (ASSE). Robert is a graduate of East Carolina) University's Industrial Engineering Technology (IET) program and also holds an AAS degree in Architecture as well. DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 r r r rill POSITION 'Vice President, Placement Director PROJECT ROLE Casualty Placement Specialist PRorESSIONAL EXPERIENCE As the Placement Director for the Carolinas, Scott's responsibilities entail managing the marketing activities for all field operations across the four offices that comprise the Carolinas — Charlotte & Cary in North Carolina and Greenville Columbia in South Carolina. His Staff of nine Placement Specialists is responsible for relationship management with Willis' contracted carriers and the marketing of our client's accounts for all commercial insurance coverage placements. Scott has extensive experience in regional, national and international insurance. marketplaces. Prior to joining Willis, Scott spent several years with Royal & SunAlliance in their Latin America and Caribbean Division. In his 20+ years in the industry, Scott has worked on bath the brokerage and carrier side of the business giving him an extensive knowledge of the insurance industry from two ends of the spectrum. CREDENTIALS University of north Carolina, Chapel Hill — Economics Chartered Property Casualty Underwriter (CPCU) designation in 1995 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 POSITION r r � Senior Marketing Specialist, National Property Practice Atlanta, Georgia PROJECT ROLE Working in conjunction with the Public Entity Team, Nancy will assist in the creation of the most effective property program design for Orange County. Through the use of proprietary analytics, we will recommend to Orange County the most effective retention, limits, program structure, coverage form, etc. Communicates and forms relationships with underwriters to stay on top of current property marketplace. Provides detailed technical analysis on policy, quote and binding documents. Communicates closely with client to manage client expectations during renewal and throughout policy term. PROFESSIONAL EXPERIENCE Nancy is a tenured insurance professional with 12 years brokering and underwriting experience, specializing in providing creative risk transfer solutions for large complex property clients. CREDENTIALS Property 1 Casualty Brokers License CiP Designation (Certified Insurance Professional recognized by the CPCU society) CRIB Designation (Canadian Accredited Insurance Broker) Property 1 Casualty Surplus Lines License Property 1 Casualty Insurance Brokers License — British Columbia History Major, University of British Columbia DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 > , r r r r , POSITION Placement Broker, South Property Practice, Atlanta, GA PROJECT Works as part of the property team to analyse exposure ROLE data, prep are submission, creation of program marketing strategy, design and overall implementation. PROFESSIONAL Erinn has over g years of property experience with a focus on large, complex property accounts. She is responsible for program structure/design and marketing of large property schedules for the South region along with responses to new business and business development. Erinn works on a variety of industry sectors with a focus on Public Entity. She joined the South Property Practice from her previous role with Willis Pennsylvania as a Client. Manager for Willis Risk. Solutions. During her time with WRS, she provided strategic relationship management and consultative services for large property clients in the Northeast. Erinn has also worked abroad in the reinsurance space where she placed business for the MEGA (Middle East, North Africa) region. Her career has always focused on the large quota shared & layered property programs including multinational accounts. B.S. in Business Administration from the University of Alabama Property 1 Casualty Brokers license DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 VII. FEE uii iii iii..iiil ii%:: COir,:)Y g : iii )iRUr:)OSX. VIII' &' S II4II 4 II4 III 114 III 4 III' II4II MNI IIII 114 4I III VIII III," "' II :M:M AND A iii..iii AU iii ii ii ii iii i ii iiiciii ii ii... ir' ii: Uii �I I�l M III"1IIl"III IY.... Thank you for considering Willis! Willis prides itself on being a high service provider. As an extension of your risk management department, our goal is to provide exceptional service at a competitive cost, creating value for the money you spend. We aim to under promise and over deliver. As stipulated in the RFP, we agree to accept an annual fee for services rendered in lieu of any commission. On an annual basis, we will provide a written disclosure of every penny of compensation earned on your account. Based on our understanding of the requested services in the RFP, as well as the commitments outlined in our response, we suggest an annual fee of $58,000. We also agree to hold the annual fee flat for the entire three year service period. We seek to be flexible in establishing a fee. We are agreeable to meet with you to further fine tune your service expectations. Further, we are so confident in our level of service that we are willing to place 20% of our proposed fee at risk based on measurable and mutually agreeable goals. If we fail to achieve those goals, the at risk portion of our fee will be returned to you. I am proud to report that we have never been called upon to return a portion of our fee by any other client. Again, thank you for considering Willis and we are excited about the prospect of working with Orange County. DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Wl 1 S Attachment D Orange County Willis of North Carolina, Inc. PO Box 8181 214 North Tryon Street, Suite 2500 Hillsborough,NC 27278 Charlotte,NC 28202 SERVICE AGREEMENT 1.0. Services and Responsibilities 1.1 We are committed to acting in your best interests in providing services to you.We will place the following lines of insurance coverages for you as needed (the "Coverages"),provide routine policy service on all policies we place for you and provide the other services described herein (collectively,the"Services"): • Workers' Compensation or Excess Workers' Compensation • Commercial General Liability • Business Auto Coverage • Umbrella Liability /Excess Umbrella Liability • Employment Practices Liability • Crime • All Risk Property Coverage • Environmental Liability Coverage • Online Certificate Tracking to include certificates issued on behalf of Orange County as well as those issued by other vendors naming Orange County as an additional insured or certificate holder • Business and Legal Resources • Ergonomic Assessment for Specific tasks performed by the Animal Control, Emergency Services and Solid Waste Divisions 1.2 The Services we provide to you rely in significant part on the facts,information, and direction provided by you or your authorized representatives. Accordingly,you must provide us with complete and accurate information regarding your loss experience,risk exposures,changes in the analysis or scope of your risk exposures,and any other information reasonably required or requested by us or insurers. It is important to advise us of any changes in your business operations that may affect our Services or your Coverages.Willis is not responsible for any consequences arising from any delayed,inaccurate or incomplete information. 1.3 At the time of binding,we will review the financial soundness of the insurers we recommend to provide your Coverages based on publicly available information,including that produced by well- recognized rating agencies. Upon request,we will provide you with our analysis of such insurers.We do not guarantee or warrant the solvency of any insurer or any intermediary that we may use to place your Coverages. 1.4 Willis will work with your staff to update insurance underwriting data about the Coverages. You agree that you will make all final decisions relating to your Coverages,risk management,and loss Short Form PC Fee Agreement 30 July 2014 Page 1 of 6 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Wl 1 S control needs. We will procure the Coverages chosen by you,including the limits you choose.We will review all binders,policies and endorsements to confirm their accuracy and conformity to negotiated specifications and your instructions.We will advise you of any errors in, or recommended changes to, such documents.You agree to also review all such documents and promptly advise us of any questions you have or of any document or provision which you believe may not be in accordance with your instructions. 1.5 We will inform you of the reporting requirements for claims,including where claims should be reported and the method of reporting to be used.Please carefully review this information because failure to timely and properly report a claim may jeopardize coverage for the claim.In addition,please retain copies of all insurance policies and coverage documents as well as claims-reporting instructions after termination of the policies in case you need to report claims after termination of a policy. 1.6 In our capacity as insurance brokers,we do not provide legal or tax advice.We encourage you to see any such advice you want or need from competent legal counsel or tax professionals. 1.7 We will provide you with a certificate tracking service. 2.0. Confidentiality 2.1 We treat information you provide us in the course of our professional relationship as confidential and use it only in performing the Services for you.We may share this information with third parties to provide the Services to you and may disclose it to the extent required to comply with applicable laws or regulations or the order of any court or tribunal. Records you provide us will remain your property and will be returned to you upon request. However,we will retain copies of such records to the extent required in the ordinary course of our business or by law. We retain the sole rights to all of our proprietary computer programs, systems,methods and procedures and to all files developed by us. 3.0 Compensation and Disclosure 3.1 You agree to pay us a fee of$58,000 (the "Fee") for the Services provided pursuant to this Agreement. The Fee is in addition to the premium you pay for the Coverages and is payable as follows: Four equal installments: Installment 1 $14,500 due 12/29/14 Installment 2$14,500 due 3/23/15 Installment 3 $14,500 due 6/23/15 Installment 4$14,500 due 9/23/15 20%of our fee is at risk based on the mutually agreed upon goals and objectives per the attached addendum. 3.2 Our compensation for the Services does not include federal, state and local sales,use, excise, receipts,gross income and other similar taxes or governmental charges which may be imposed. You are responsible for paying any such taxes or charges (except for taxes imposed on the net income of Willis) now imposed or becoming effective during the Term. In addition to the premium and our compensation,Willis may invoice you for any federal, state and local sales,use,excise or other similar taxes,unless you provide us with a valid tax exemption acceptable to us. Short Form PC Fee Agreement 30 July 2014 Page 2 of 6 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Wl 1 S 3.3 If a Willis affiliate located outside of North America serves as an intermediary in the placement of your Coverages,it will also earn and retain compensation for providing those services, which compensation is not included in the Fee. 3.4 Willis is an insurance producer licensed to do business worldwide,including in all 50 states and the District of Columbia.. Insurance producers are authorized by their license to work with insurance purchasers and discuss the benefits and terms and conditions of insurance contracts;to offer advice concerning the substantive benefits of particular insurance contracts;to sell insurance; and to obtain insurance for purchasers.The role of an insurance producer in any particular transaction involves one or more of these activities. 3.5 The compensation that will be paid to Willis will vary based on the insurance contract it sells. Depending on the insurer and insurance contract you select,compensation may be paid by the insurer selling the insurance contract or by another third party. Such compensation may be contingent and may vary depending on a number of factors,including the insurance contract and insurer you select. In some cases,other factors such as the volume of business Willis provides to the insurer or the profitability of insurance contracts Willis provides to the insurer also may affect compensation.Willis may accept this compensation in locations where it is legally permissible,and meets standards and controls to address conflicts of interest. Because insurers account for contingent payments when developing general pricing,the price you pay for your policies is not affected whether Willis accepts contingent payments or not. If you prefer that we not accept contingent compensation related to your policy,we will request that your insurer(s) exclude your business from their contingent payment calculations. 3.6 Upon request,Willis will provide you with additional information about the compensation Willis expects to receive based in whole or in part on your purchase of insurance, and(if applicable) the compensation expected to be received based in whole or in part on any alternative quotes presented to you. 3.7 To the extent Willis is compensated by commissions paid to us by insurers,they will be earned for the entire policy period at the time we place policies for you. We will be paid the commission percentage stated for the placement of your insurance as indicated,and will receive the same commission percentage for all subsequent renewals of this policy unless we negotiate a different commission percentage with you. 3.8 WiRPLACE, a proprietary online tool,provides Willis brokers with access to global placement information so that we can seek to develop solutions for you with appropriate markets at competitive prices and terms. Some insurers pay Willis a fee for annual reporting on their book of business. Some of these insurers also pay Willis an additional fee for more detailed reporting on placements matched through the WiRPLACE system. Any insurer payments related to the WiRPLACE system will not increase the cost of your insurance. 3.9 Willis may place your insurance with members of a panel of insurers.Willis develops panels of insurers in certain market segments. Participating insurers are reviewed on a variety of factors. Commission rates on panel placements may be higher than rates paid on business placed outside of the panel process.Willis discloses its commission rates to clients on quotes obtained through the panel process prior to binding the coverage. In some instances,insurers pay an administration fee to participate in the panel process,or for additional reporting. 3.10 In some cases the use of a wholesale broker may be beneficial to you. We will not directly or indirectly place or renew your insurance business through a wholesale broker unless we first disclose to you in writing any compensation we or our corporate parents, subsidiaries or affiliates will receive Short Form PC Fee Agreement 30 July 2014 Page 3 of 6 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Wl 1 S as a result. If wholesalers,underwriting managers or managing general agents have a role in providing insurance products and services to you,they will also earn and retain compensation for their role in providing those products and services. If any such parties are corporate parents, subsidiaries or affiliates of ours,any compensation we or our corporate parents, subsidiaries or affiliates will receive will be included in the total compensation we disclose to you. If such parties are not affiliated with us, and if you desire more information regarding the compensation those parties will receive,please contact us and we will assist you in obtaining this information. 3.11 In the ordinary course of business we may also receive and retain interest on premiums you pay from the date we receive the funds until we pay them to the insurers or their intermediaries, or until we return them to you after we receive such funds. 3.12 As an insurance intermediary,we normally act for you. However,we or our corporate parents,subsidiaries or affiliates may provide services to insurers for some insurance products.These services may include (a) acting as a managing general agent,program manager or in other similar capacities which give us binding authority enabling us to accept business on their behalf and immediately provide coverage for a risk; (b) arranging lineslips or similar facilities which enable an insurer to bind business for itself and other insurers;or (c) managing lineslips for insurers. We may place your insurance business under such a managing general agent's agreement,binding authority, lineslip or similar facility when we reasonably consider that these match your insurance requirements/instructions.When we intend to do so,we shall inform you and disclose the compensation payable to Willis in connection with the placement of the insurance coverage. 3.13 Some of our corporate parents, subsidiaries or affiliates may provide reinsurance brokerage services to insurers with which your Coverages are placed pursuant to their separate agreements with those insurers and may be compensated by the insurers for these services. 3.14 Subsidiaries of Willis North America Inc. are members of a major international group of companies. In addition to the commissions received by us from insurers for placement of your insurance coverages,other parties, such as excess and surplus lines brokers,wholesale brokers, reinsurance intermediaries,underwriting managers and similar parties (some of which may be owned in whole or in part by our corporate parents or affiliates),may earn and retain usual and customary commissions for their role in providing insurance products or services to you under their separate contracts with insurers or reinsurers. 3.15 The insurance market is complex, and there could be other relationships which are not described in this document which might create conflicts of interest. If a conflict arises for which there is no practicable way of complying with this commitment,we will promptly inform you and withdraw from the engagement,unless you wish us to continue to provide the Services and provide your written consent. Please let us know in writing if you have concerns or we will assume that you understand and consent to our providing our Services pursuant to these terms. 4.0 Premium and Handling of Funds 4.1 We will handle any premiums you pay through us and any funds which we receive from insurers or intermediaries for payment or return to you in accordance with applicable state and federal insurance laws and regulations and state unclaimed property laws. We may transfer your funds directly to insurers or to third parties such as wholesale brokers, excess and surplus lines brokers,or managing general agents to carry out transactions for you. 4.2 The Foreign Account Tax Compliance Act (FATCA)is a U.S. law aimed at foreign financial institutions and other financial intermediaries (including insurance companies and intermediaries Short Form PC Fee Agreement 30 July 2014 Page 4 of 6 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Wl 1 S such as brokers) to prevent tax evasion by U.S. citizens and residents through offshore accounts. FATCA only applies if you are a U.S. company or individual or a non-U.S. company paying premium through a U.S.insurance broker to a non-U.S. insurer. In order to comply with FATCA,insurance companies and intermediaries must meet certain legal requirements. Insurance placed with an insurance company that is not FATCA compliant may result in a 30%withholding tax on your premium.Where FATCA is applicable to you,in order to avoid this withholding tax,Willis will only place your insurance with FATCA-compliant insurers and intermediaries for which no withholding is required unless you instruct us to do otherwise and provide your advance written authorization to do so. If you do instruct Willis to place your insurance with a non-FATCA compliant insurer or intermediary,you may have to pay an additional amount equivalent to 30%of the premium covering U.S. - sourced risks to cover the withholding tax. If you instruct us to place your insurance with a non-FATCA compliant insurer but you do not agree to pay the additional 30%withholding if required,we will not place your insurance with such insurer. Please consult your tax adviser for full details of FATCA. 5.0 Termination 5.1 The term of this Agreement will be from the 1st day of December,2014 to the 1st day of December,2015 (the "Term"). Either party may terminate this Agreement upon 60 days prior written notice. If we terminate this Agreement under Section 5.1 before the end of the Term,we will be deemed to have fully earned and be entitled to a pro rata portion of the Fee, calculated from the start of the Term through the date of termination. 5.2 Our obligation to render the Services under this Agreement ceases at the end of the Term or on the effective date of termination of our relationship,whichever is sooner. Thereafter we will provide no further services except to process any remaining deposit premium installments on policies in effect at termination and to provide reasonable assistance in the orderly transition of your account. 6.0 Other Provisions 6.1 Willis owns and retains all right,title, and interest in and to the following Willis Property: (i) all software,hardware,technology,documentation,and information provided by Willis in connection with the Claim and Risk Control Services; (ii) all ideas,know-how,methodology,models and techniques that may be developed, conceived,or invented by Willis during its performance under this Agreement;and(iii) all worldwide patent, copyright,trade secret,trademark and other intellectual property rights in and to the property described in clauses (i) and (ii) above. We expressly reserve all rights in the Willis Property. 6.2 We agree to communicate with each other from time to time by electronic mail and accept the inherent risks including the risks of interception,unauthorized access,corruption of such communications and damage caused by viruses and other harmful devices. We each agree to employ reasonable virus checking procedures on our computer systems and to check all electronic communications received for completeness. In the event of a dispute neither of us will challenge the legal evidentiary standing of an electronic document,and the Willis system is deemed the definitive record of electronic communications and documentation. 7.0 Questions Short Form PC Fee Agreement 30 July 2014 Page 5 of 6 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Wl 1 S 7.1 If you have questions,please inform your Willis representative or can the head of our office. You may also call 1-866-704-5115,the toll-free number which Willis has established for client feedback. Orange County D...Signed by: Willis of North Carolina Inc. Jj6VUAAf, DOCUSigned by: 063799413755E477... By: Title: Title: sp�sciE5EE047B... 12/30/2014 rc7zcAb4 Date: Date: Short Form PC Fee Agreement 30 July 2014 Page 6 of 6 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 Addendum to 2014-2015 Willis Fee Agreement 20% of the Willis fee is at risk based on the below mutually agreed upon, measurable goals and objectives: ➢ Establish Business and Legal Resources (BLR) site by 6/1/2015. ➢ Complete ergonomics assessment for Animal Control, Emergency services, and Solid Waste departments by 9/1/2015. ➢ Establish on-line certificate tracking tool and protocols by 6/1/2015. ➢ Set up client Willis On-Line portal by 6/1/2015. ➢ Complete 4 claim reviews by 11/30/2015. ➢ All telephone calls, emails, written correspondence, etc. will be addressed within 24 hours. ➢ All policies will be delivered to Orange County within 30 days of receipt from the carrier(s) to Willis. ➢ Initial program design presented to Orange County no later than 30 days prior to renewal DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S Standard Terms and Conditions for U.S. Property & Casualty Retail Accounts Please note the following terms and conditions related to your decision to utilize Willis to purchase insurance coverage,products and/or services: Services and Responsibilities The services we provide to you will rely in significant part on the facts, information and direction provided by you or your authorized representatives. In order to make our relationship work, we must each provide the other with accurate and timely facts, information and direction as is reasonably required. You must provide us with complete and accurate information regarding your loss experience, risk exposures, and changes in the analysis or scope of your risk exposures and any other information reasonably requested by us or insurers. It is important that you advise us of any material changes in your business operations that may affect our services or the insurance coverages we place for you. A factor or circumstance is material if it would influence the judgment of a prudent insurer in determining premium and whether or not they would underwrite the risk. Therefore, all information which is material to your coverage requirements or which might influence insurers in deciding to accept your business, finalizing the terms to apply and/or the cost of cover, must be disclosed. Failure to make full disclosure of material facts might potentially allow insurers to avoid liability for a particular claim or to void the contract. This duty of disclosure applies equally at renewal of your existing coverage and upon placement of new lines of coverage. Willis will not be responsible for any consequences which may arise from any delayed, inaccurate or incomplete information. We will assess the financial soundness of the insurers we recommend to provide your coverages based on publicly available information, including that produced by well- recognized rating agencies. Upon request, we will provide you with our analysis of such insurers. We cannot, however, guarantee or warrant the solvency of any insurer or any intermediary that we may use to place your coverage. If you have a multi-year policy, it is important that you understand the limitations associated with the coverage options and the possibility that the financial strength of the carrier may change throughout the term of the policy. We recommend that you review the insurer's ratings for any downgrades during the term of this multi-year policy. The final decisions with respect to all matters relating to your insurance coverages, risk management, and loss control needs and activities are yours. We will procure the insurance coverage chosen by you, prepare or forward insurance binders, and review and transmit policies to you. If your insurance risks are in more than one jurisdiction, we, where required, will liaise between you and insurers to agree how to apportion the premium between applicable jurisdictions, and the amount of insurance premium tax payable in each jurisdiction. In providing such services, Willis is acting in its capacity as an insurance broker. You US Retail Conditions Page 1 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S should seek your own advice in relation to such tax laws where you consider it necessary. We will not be liable to you should the apportionment of premium or amount of tax payable under the policy be challenged by any tax authority. In addition, we will not be liable to you should the insurers fail, or refuse, to collect and pay such insurance premium tax to the relevant authorities. We will review all binders, policies and endorsements for the purpose of confirming their accuracy and conformity to negotiated specifications and your instructions and advise you of any errors in, or recommended changes to, such policies. You agree that you will also review all such documents and advise us of any questions you have or of any document or provision which you believe may not be in accordance with your instructions as soon as possible, and in no event longer than two weeks, after you receive them. Your coverage is defined by the terms and conditions detailed in your insurance policies and endorsements. Your review of these documents, and any review you may seek from outside legal counsel or insurance consultants, is expected and essential. We will meet, as requested by you, with your representatives to explain coverage and policies. We will promptly respond to your requests for coverage information, analysis of changing market conditions, and assistance in reporting subsequent changes in information to insurance companies and service providers. In our capacity as insurance brokers, we do not provide legal or tax advice. We encourage you to seek any such advice you want or need from competent legal counsel or tax professionals. Confidentiality We will treat information you provide us in the course of our professional relationship as confidential and will use it only in performing services for you, except as directed by you or stated herein. We may share this information with third parties as may be required to provide our services. We may also disclose this information to the extent required to comply with applicable laws or regulations or the order of any court or tribunal. We may share this information with other affiliated Willis companies in order to help provide our services and for matters connected with the management, development or operation of our and their business, and to the extent we do so, any such affiliated Willis companies will also keep your information confidential subject to our agreement with you. By providing us with data, you agree and represent that you are fully authorized to possess that data and to provide it to us, and further that we are fully authorized to obtain, maintain, process and transfer such data in a commercially reasonable manner and as we reasonably deem advisable in order to provide our services. You also agree that we may aggregate and anonymise your information and may disclose to third parties certain anonymised or industry-wide statistics or other information which may include information relating to you, but that we will not, without your consent, reveal any information specific to you other than on an anonymised basis and as part of an industry or sector-wide comparison. In our use of the information that you provide us, we agree that we will comply with all applicable privacy laws, and that we have implemented and US Retail Conditions Page 2 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S will maintain commercially reasonable and appropriate security measures in order to protect sensitive information from unauthorized use or disclosure. Records you provide us will remain your property and will be returned to you upon request, although we will have the right to retain copies of such records to the extent required in the ordinary course of our business or by law. You will treat any information we provide to you, including data, recommendations, proposals, or reports, as confidential, and you will not disclose it to any third parties. You may disclose this information to the extent required to comply with applicable laws or regulations or the order of any court or tribunal. We retain the sole rights to all of our proprietary computer programs, systems, methods and procedures and to all files developed by us. Willis represents and warrants that, with respect to the personal information of any Massachusetts resident, (1) it has and is capable of maintaining appropriate security measures to protect Personal Information consistent with 201 CMR 17.00 and any applicable federal regulations; and (2) as of the Agreement Effective Date, it has and will at all times during the term of this Agreement, maintain a comprehensive written information security program that complies with applicable privacy and data security laws. Willis's information security program shall contain at least the following: • Reasonable restrictions upon physical access to records containing personal information and storage of such records and data in locked facilities, storage areas or counters. • Regular monitoring to ensure that the comprehensive information security program is operating in a manner reasonably calculated to prevent unauthorized access to or unauthorized use of personal information; and upgrading information safeguards as necessary to limit risks. • Reviewing the scope of the security measures at least annually or whenever there is a material change in business practices that may reasonably implicate the security or integrity of records containing personal information. • Documenting responsive actions taken in connection with any incident involving a breach of security, and mandatory post-incident review of events and actions taken, if any, to make changes in business practices related to protection of personal information. Carrier Quotes The quotes we have provided to you are based upon the information that you have provided to us. If you discover that previously submitted information is inaccurate or incomplete, please advise us immediately so that we can attempt to revalidate terms with insurers. US Retail Conditions Page 3 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S A carrier quote is an offer to provide coverage. Offers can be modified or withdrawn prior to your acceptance through your order to bind coverage. The quote itself is not a legally binding commitment or a confirmation of actual coverage. Should you choose to bind coverage, we will secure a formal commitment, typically in the form of a binder on a form issued or approved by the carrier(s) at issue. Compensation and Disclosure Willis is an insurance producer licensed to do business worldwide, including in all 50 states and the District of Columbia. Insurance producers are authorized by their license to work with insurance purchasers and discuss the benefits and terms and conditions of insurance contracts; to offer advice concerning the substantive benefits of particular insurance contracts; to sell insurance; and to obtain insurance for purchasers. The role of an insurance producer in any particular transaction involved one or more of these activities. The compensation that will be paid to Willis will vary based on the insurance contract it sells. Depending on the insurer and insurance contract you select, compensation may be paid by the insurer selling the insurance contract or by another third party. Such compensation may be contingent and may vary depending on a number of factors, including the insurance contract and insurer you select. In some cases, other factors such as the volume of business Willis provides to the insurer or the profitability of insurance contracts Willis provides to the insurer also may affect compensation. Willis may accept this compensation in locations where it is legally permissible, and meet standards and controls to address conflicts of interest. Because insurers account for contingent payments when developing general pricing, the price you pay for your policies is not affected whether Willis accepts contingent payments or not. If you prefer that we not accept contingent compensation related to your policy, we will request that your insurer(s) exclude your business from their contingent payment calculations. Upon request, Willis will provide you with additional information about the compensation Willis expects to receive based in whole or in part on your purchase of insurance, and (if applicable) the compensation expected to be received based in whole or in part on any alternative quotes presented to you. To the extent Willis is compensated by commissions paid to us by insurers, they will be earned for the entire policy period at the time we place policies for you. We will be paid the commission percentage stated for the placement of your insurance as indicated, and will receive the same commission percentage for all subsequent renewals of this policy unless we negotiate a different commission percentage with you. Willis negotiates commission rates with certain insurers on a corporate level. If the rate on your placement is lower than the negotiated rate, Willis will collect the difference directly from the insurer. These payments will not increase the cost of your insurance or otherwise impact your premium or rates. These negotiated rates are detailed at: http://www.willis.com/About®Willis/The Willis Wav/Commission Rates/. US Retail Conditions Page 4 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S W1IIPLACE, a proprietary online tool, provides Willis brokers with access to global placement information so that we can seek to develop solutions for you with appropriate markets at competitive prices and terms. Some insurers pay Willis a fee for annual reporting on their book of business. Some of these insurers also pay Willis an additional fee for more detailed reporting on placements matched through the Wi1IPLACE system. Any insurer payments related to the Wi1IPLACE system will not increase the cost of your insurance. Willis develops panels of insurers in certain market segments. Participating insurers are reviewed on a variety of factors. Commission rates on panel placements may be higher than rates paid on business placed outside of the panel process. Willis discloses its commission rates to clients on quotes obtained through the panel process prior to binding the coverage. In some instances, insurers pay an administration fee to participate in the panel process, or for additional reporting. Your Willis broker will provide you with additional information on Willis Panels upon request. Where permitted by applicable law, Willis may assess a policy service fee. The fee is on a per-policy basis and is calculated on the premium amount. The policy service fee is compensation to Willis for such value-added services and resources including dedicated industry practices, technical resources, placement support and our strategic outcomes practices. The fee is not required by any insurer or regulator, nor is it included in the premium charged. It will be listed separately on your invoice. It is not necessary to procure a policy to obtain many of these and other services on a consultancy basis for a separate fee. In some cases the use of a wholesale broker may be beneficial to you. We will not directly or indirectly place or renew your insurance business through a wholesale broker unless we first disclose to you in writing any compensation we or our corporate parents, subsidiaries or affiliates will receive as a result. If wholesalers, underwriting managers or managing general agents have a role in providing insurance products and services to you, they will also earn and retain compensation for their role in providing those products and services. If any such parties are corporate parents, subsidiaries or affiliates of ours, any compensation we or our corporate parents, subsidiaries or affiliates will receive will be included in the total compensation we disclose to you. If such parties are not affiliated with us, and if you desire more information regarding the compensation those parties will receive, please contact us and we will assist you in obtaining this information. In the ordinary course of business we may also receive and retain interest on premiums you pay from the date we receive the funds until we pay them to the insurers or their intermediaries, or until we return them to you after we receive such funds. Commission schedules and other compensation arrangements related to our services on your behalf may change over time and may not always be congruent with your specific US Retail Conditions Page 5 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S policy period. Willis will provide you with accurate information to the best of our knowledge when information is presented to you, but it is possible that compensation arrangements may change over time. We will update you on any changes to our compensation prior to your renewal, and will do so at any time upon your request. As an insurance intermediary, we normally act for you. However, we or our corporate parents, subsidiaries or affiliates may provide services to insurers for some insurance products. These services may include (a) acting as a managing general agent, program manager or in other similar capacities which give us binding authority enabling us to accept business on their behalf and immediately provide coverage for a risk; (b) arranging lineslips or similar facilities which enable an insurer to bind business for itself and other insurers; or (c) managing lineslips for insurers. Contracts with these insurers may grant us certain rights or create certain obligations regarding the marketing of insurance products provided by the insurers. We may place your insurance business under such a managing general agent's agreement, binding authority, lineslip or similar facility when we reasonably consider that these match your insurance requirements/instructions. When we intend to do so, we shall inform you and disclose the compensation payable to Willis in connection with the placement of the insurance coverage. We may also provide reinsurance brokerage services to insurers with which your coverage is placed pursuant to separate agreements with those insurers. We may be compensated by the insurers for these services in addition to any commissions we may receive for placement of your insurance coverages. Subsidiaries of Willis North America Inc are members of a major international group of companies. In addition to the commissions received by us from insurers for placement of your insurance coverages, other parties, such as excess and surplus lines brokers, wholesale brokers, reinsurance intermediaries, underwriting managers and similar parties (some of which may be owned in whole or in part by our corporate parents or affiliates), may earn and retain usual and customary commissions for their role in providing insurance products or services to you under their separate contracts with insurers or reinsurers. The insurance market is complex, and there could be other relationships which are not described in this document which might create conflicts of interest. If a conflict arises for which there is no practicable way of complying with this commitment, we will promptly inform you and withdraw from the engagement, unless you wish us to continue to provide the services and provide your written consent. Please let us know in writing if you have concerns or we will assume that you understand and consent to our providing our services pursuant to these terms. The Foreign Account Tax Compliance Act (FATCA) is a U.S. law aimed at foreign financial institutions and other financial intermediaries (including insurance companies and intermediaries such as brokers) to prevent tax evasion by U.S. citizens and residents US Retail Conditions Page 6 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S through offshore accounts. FATCA only applies if you are a U.S. company or individual or a non-U.S. company paying premium through a U.S. insurance broker to a non-U.S. insurer. In order to comply with FATCA, insurance companies and intermediaries must meet certain legal requirements. Insurance placed with an insurance company that is not FATCA compliant may result in a 30% withholding tax on your premium. Where FATCA is applicable to you, in order to avoid this withholding tax, Willis will only place your insurance with FATCA-compliant insurers and intermediaries for which no withholding is required unless you instruct us to do otherwise and provide your advance written authorization to do so. If you do instruct Willis to place your insurance with a non-FATCA compliant insurer or intermediary, you may have to pay an additional amount equivalent to 30% of the premium covering U.S.-sourced risks to cover the withholding tax. If you instruct us to place your insurance with a non-FATCA compliant insurer but you do not agree to pay the additional 30% withholding if required, we will not place your insurance with such insurer. Please consult your tax adviser for full details of FATCA. Premium Financing You may choose to use a premium finance company, property appraiser, structured settlement firm or other similar service provider in connection with the insurance coverages we place for you or the services we provide to you. Premium finance options are not always available, but where they are, Willis currently works with industry leading finance providers for this service. Where permitted by law, we receive a fee for the administrative services we provide those companies. These services include processing the premium finance applications and marketing and sales support they do not have. If you would like more information about the fee we receive,please let us know. Premium Payment/Handling of Funds You agree to provide immediately available funds for payment of premiums by the payment dates specified in the insurance policies, invoices or other payment documents. Failure to pay premium on time may prevent coverage from incepting or result in cancellation of coverage by the insurer. We will not be responsible for any consequences that may arise from any delay or failure by you to pay the amount payable by the indicated date. We will handle any premiums you pay through us and any funds which we receive from insurers or intermediaries for payment or return to you in accordance with the requirements and restrictions of applicable state and federal insurance laws and regulations and state unclaimed property laws. In some cases we may transfer your funds directly to insurers. In other cases we may be required to transfer your funds to third parties such as wholesale brokers, excess and surplus lines brokers, or managing general agents for carrying out transactions for you. US Retail Conditions Page 7 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S Surplus Lines Placements If a surplus lines, non-admitted and/or non-licensed insurer was used to quote your coverage, their premium rates, coverage terms and policy forms are not regulated by your home state. Their premium is subject to a surplus lines premium tax which is in addition to the premium. In the event of insolvency you will not be indemnified by any state guaranty fund for unpaid claims. Claims We will inform you of the reporting requirements for claims, including where claims should be reported and the method of reporting to be used, if applicable. Please carefully review any claims-reporting instructions or information we provide. Failure to timely and properly report a claim may jeopardize coverage for the claim. In addition, you should retain copies of all insurance policies and coverage documents as well as claims-reporting instructions after termination of the policies because in some cases you may need to report claims after termination of a policy. Ethical Business Practice We do not tolerate unethical behavior either in our own activities or in those with whom we seek to do business. We will comply with all applicable laws,regulations, and rules. Sanctions The sanctions profile of different business(es) may differ on the basis of a number of complex factors. Whether a sanctions program applies to you depends on a number of factors, including your ownership structure, control, location, and the nationality of your employees. In certain circumstances, the United States and other countries prohibit or restrict companies from conducting business in certain jurisdictions (e.g. Cuba), and can sanction companies who conduct such business. We cannot advise on the applicability of sanctions programs either to you or to insurers nor can we guarantee or otherwise warrant the position of any insurer under existing or future sanctions programs. You should take legal advice as you deem appropriate in this regard. We will comply with all applicable sanctions programs and you are advised that, where obliged by law, we may have to take certain actions, including freezing of funds held on behalf of parties and individuals as required by sanctions programs. Intellectual Property Willis shall own and retain all right, title, and interest in and to the following (collectively, "Willis Property"): (i) all software, hardware, technology, documentation, and information provided by Willis in connection with the Claim and Risk Control Services; (ii) all ideas, know-how, methodology, models and techniques that may be developed, conceived, or invented by Willis during its performance under this US Retail Conditions Page 8 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S Agreement; and (iii) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i) and (ii) above. Accordingly, all rights in the Willis Property are hereby expressly reserved. Electronic Communication We agree that we may communicate with each other from time to time by electronic mail, sometimes attaching further electronic data as and when the circumstances require attachments. By consenting to this method of communication you and we accept the inherent risks (including the security risks of interception of or unauthorized access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices). We each agree, however, that we will employ reasonable virus checking procedures on our computer systems, and we will each be responsible for checking all electronic communications received for viruses. You will also be responsible for checking that messages received are complete. In the event of a dispute neither of us will challenge the legal evidentiary standing of an electronic document, and the Willis system shall be deemed the definitive record of electronic communications and documentation. Please note that our system blocks certain file extensions for security reasons, including, but not necessarily limited to, .rar, .text, .vbs, .mpeg, .mp3, .cmd, .cpl, .wav, .exe, .bat, .scr, .mpq, .avi, .com, .pif, .wma, .mpa, .mpg, .jpeg. Emails with such files attached will not get through to us; and no message will be sent to tell you they have been blocked. If you intend to send us emails with attachments, please verify with us in advance that our system will accept the proposed form of attachment. Other Agreements To the extent there is a conflict between these terms and conditions and a separately negotiated and signed agreement between you and Willis, the relevant portions of the signed agreement will control. Severabili ty The provisions of this agreement shall be severable and, in the event any provision or portion of any provision shall be construed by any court of competent jurisdiction to be invalid, the same shall not invalidate any other provision of this agreement or the remainder of the enforceable portion of the provision. Termination In the event of termination, we will be entitled to receive and retain any commissions payable under the terms of our commission agreements with the insurers in relation to policies placed by us, whether or not the commissions have been received by us. US Retail Conditions Page 9 of 10 30 July 2014 DocuSign Envelope ID:A4C366A3-F5D9-473B-9218-AF49BCCA02E0 W1 I S Our obligation to render services under the agreement ceases on the effective date of termination of the agreement. Nevertheless, we will process all remaining deposit premium installments on policies in effect at the time of termination. Claims and premium or other adjustments may arise after our relationship ends. Such items are normally handled by the insurance broker serving you at the time the claim or adjustment arises. However, it may be mutually agreed that we will provide services in these areas after the termination of our relationship for mutually agreed additional compensation. The obligations set forth under "Confidentiality" above shall survive any termination of the agreement. Choice of Law Our agreement for services shall be governed by and construed in accordance with the laws of the state in which our office is located. Inquiries and Complaints Your satisfaction is important to us. If you have questions or complaints, please inform the person who handles your account or contact the head of our office. Alternatively, you may call 1-866-704-5115, the toll free number we have set up exclusively for client feedback and complaints. US Retail Conditions Page 10 of 10 30 July 2014