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HomeMy WebLinkAbout2016-545-E Risk Mgmt. - Willis of North Carolina - Business Continuity Planning DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D [Departmental Use Only] TITLE Willis - BC FY 16/17 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 22nd day of September, 2016, ("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, (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ("Agreement") is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project)Business Continuity Planning 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant 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. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission Revised 6/16 1 DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables") related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant 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. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant 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 Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant 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. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit A. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing Revised 6/16 2 DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be October 26, 2016. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant 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 is sixteen thousand eight-hundred Dollars ($16,800.00). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Alisa Cornetto, 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 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. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability 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 http://www.orangecountync.gov/departments/purchasing division/contracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. Revised 6/16 3 DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D 7.2 Indemnity 7.2.1 The Consultant agrees to 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 Consultant 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 Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 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 Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant 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 Consultant shall give the County seven (7) days'prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant 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 Consultant. 9.3.2 Should this Agreement be terminated, the Consultant 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. 9.4 Waiver 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant 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 Revised 6/16 4 DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 9.5 Suspension 9.5.1 County may suspend the work at any time for County's convenience and without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 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. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with 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 Consultant's breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- 86.58. 10.4 Dispute Resolution 10.4.1 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 Revised 6/16 5 DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D the General Court of Justice of North Carolina sitting in Orange County, North Carolina and 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. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant's submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County's Request for Proposals, attachments to the County's Request for Proposals, the Consultant's Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 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. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables 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. 10.8 Non-Appropriation 10.8.1 Consultant 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 Consultant 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 Consultant of such Revised 6/16 6 DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D limitation or change in County's legal authority. 10.9 Notices and Signatures 10.9.1 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 11A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 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 Consultant's Name &Address Attention: Alisa Cornetto Mark Goode P.O. Box 8181 214 N. Tryon St. Hillsborough, NC 27278 Charlotte,NC 282002 [SIGNATURE PAGE TO FOLLOW] Revised 6/16 7 DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D 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. COUNTY: Orange County CONSULTANT: Willis of North Carolina ---DocuSigned by: , DocuSigned by: t 661A AAA, NUA1WtGrStt it irP -7(g575/4 County Mani LIG 4B755E477_. Mark Good Goode7nZtEetitiweFVice President Printed Name and Title Revised 6/16 8 DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D dol o 11 uHRIII 11 pow 1 IIIII ) 1.4 1111111 A Ito, )11 Proposal for Business Continuity Planning Confidential and Proprietary I s Towe r s'Wait s 111 I'1''I I 1 I PI p, DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D Orange County, North Carolina Proposal for Business Continuity Planning July, 2016 David H. Gluckman, ARM, CBCP, CFPS Senior Vice President, Property Risk Control Executive Willis of New Jersey, Inc. 150 John F. Kennedy Parkway, Suite 520, P.O. Box 5002, Short Hills, NJ 07078-5002 Tel: 973 829 2920 Fax: 973 410 4600 2 I II-° DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D CONTENTS Page 1. EXECUTIVE SUMMARY 4 2. WILLIS TOWERS WATSON BUSINESS CONTINUITY MANAGEMENT 4 3. OBJECTIVES 4 4. BUSINESS CONTINUITY PLANNING 5 4.1 Scope of Service 5 4.2 Fundamental Assumptions, Information and Access Requirements 7 4.3 Deliverables 7 5. PROJECT SCHEDULE 8 6. PROJECT TEAM 8 7. FEE 8 8. ACCEPTANCE 8 APPENDIX A— BIOGRAPHY 10 APPENDIX B—BCP PROCESS MAP 11 3 III-° DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D 1. EXECUTIVE SUMMARY At the request of Orange County, North Carolina, Willis Towers Watson is pleased to submit this proposal for business continuity management consulting. The proposed services are as follows: • Complete a business impact analysis(BIA) for approximately 12 departments located within Orange County over a three day period. • Provide a written summary based on the data and information captured in the BIA. This will provide the foundation for any future business continuity plan (BCP) development. • If requested,return to North Carolina to conduct a formal presentation to Orange County leadership and/or BCP steering committee. 2. WILLIS TOWERS WATSON BUSINESS CONTINUITY MANAGEMENT The Willis Towers Watson Business Continuity Planning Team is located throughout North America,the United Kingdom, the Pacific Rim and Australia. Our team includes certified business continuity professionals as well as several personnel who have completed project work within the Willis Risk Control and Claim Advocacy Practice. Our approach utilizes business continuity management methodologies and industry best practices to meet stated objectives. We follow the guidelines and practices in the Subject Areas contained in the Professional Practices for Business Continuity Planners, developed by the Disaster Recovery Institute International. Furthermore, these subject areas were incorporated into the 2016 edition of the National Fire Protection Association's (NFPA) Standard 1600 titled Standard on Disaster/Emergency Management and Business Continuity/Continuity of Operations Programs, which was approved as an American National Standard on December 4, 2015. 3. OBJECTIVES Orange County's overall strategic objective is to maintain operational resiliency and uphold their responsibilities to its stakeholders. In order to accomplish these objectives, Orange County finds itself in need of developing a business continuity plan. We understand these objectives to be: • Create a standard for BCP that will address its operating needs for internal controls and recovery capabilities; 4III-° ; DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D • Address current capabilities, defining and improving the ability to meet Recovery Time Objectives (RTO), and creating standards for plan development, testing and maintenance. (The RTO is the maximum acceptable length of time that can elapse before the lack of a business function severely impacts the business entity. The RTO is comprised of two components; the time before a disaster is declared and the time to perform the tasks, to the point of business resumption); • Continue executive decision-making capabilities; and, • Develop a process for building and maintaining the plans. Furthermore, our goal is to assist you by eliminating or lessening the extent of a disruption as well as minimize the economic impact. We will assist in the development of a BIA that will enable Orange County to respond to a disaster and maintain your critical business operations: • Within a pre-determined recovery time objective • Minimize business interruption/revenue stream impact and disruption • Maximize the speed and ability to repair or replace the stricken operation(s) In addition, this process will have the added benefit of transferring the knowledge of business continuity planning to your personnel so that the plan can be kept up to date. Based upon these objectives, several assumptions will be made throughout our BIA interview process: • A major event has occurred,not a daily operational problem; • The event will not produce a "business as usual environment;" • Plan development will require considerable time,resources, and upper management involvement/commitment; • Plan development and maintenance will be affected by other business priorities; • Any existing IT disaster recovery plan will be fully implemented and all necessary systems will be in operation as designed. 4. BUSINESS CONTINUITY PLANNING 4.1 Scope of Service Busiiness Impact An lly ii In order to meet our objectives we propose the following approach in order to meet Orange County's requirements. 5 1 I[-" a a DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D The Business Impact Analysis is performed to determine the impact a potential disaster or long-term service interruption will have on an organization should it actually occur. Our analysis will identify the time-sensitive business functions and processes that include: • Business operations essential to the normal daily delivery of services. • Determination of the critical business processes, functions, departments and work areas. This component involves development of long-term actions designed to bring operations back to pre-disaster levels as quickly and effectively as possible. Our focus is to restore the critical business functions rather than individual buildings or facilities, although in some cases, the two may be the same. The actions captured in the BIA will be based upon a recovery time objective that is agreed to by senior management. It will point toward the agreed upon alternative recovery strategy that could include, for example,using any alternate locations as recovery sites or developing alternate service alliances. Our final work product becomes the guide to the restoration of critical functions. A Business Impact Analysis (BIA)worksheet will be used to ascertain business requirements for recovery. The worksheet will use corporate recovery objectives as a basis for evaluating time and resource recovery requirements. The worksheet is designed to capture: • Recovery time frames; • Critical resource requirements; • Critical activities; • Recovery resources (staffing, equipment,technology, etc,); • Recovery strategies for business relocations and transfer(This may involve shifting of business and operational activities as well as curtailment of activities); • Vital records(paper and electronic); • Interdependencies (internal, external, upstream, and downstream)to ensure end-to-end process recovery times; and • Cyclical timeframes and seasonal events. The BIA worksheet will be reviewed with Orange County senior management and/or BCP steering committee before the BIA sessions take place to ensure business recovery assumptions are clearly defined. The information captured within the IF1311A worksheets will serve as the foundation for developing a formal Ibu iin ontiinuiity plan„ Once this information its analysed and reviewed, we can outline "next steps" well as provide formal proposal on how e may be bll to ii t you with IBCP development. DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D 4.2 Fundamental Assumptions, Information and Access Requirements This project requires a significant commitment on the part of Orange County and Willis Towers Watson in order to meet the specified timeframes. Therefore,it is important that we work closely together. In particular,we base our approach on several factors: ❑ The key decision-makers in each department/operational area need to be available for interviews,meetings and draft plan reviews at the pre- arranged and agreed upon times. This methodology is an iterative process. The follow-up activities may include: meetings to resolve identified issues that impact company strategy; completing items on the generated"to do"list; or activities associated with developing recovery strategies. ❑ Orange County staff will be available at the pre-arranged, and mutually agreed upon,time, date and location. ❑ A list of"Outstanding Items and Issues"might be developed during the course of this engagement: this list is for the benefit of Orange County. These will be actions or issues that need to be completed, or resolved, in order to develop the BCP. During this engagement, Orange County will assign a project coordinator(s)who will be responsible for: • Identifying and managing the availability of Orange County project participants. • Scheduling and coordinating access to any Orange County customer or subcontractor resources necessary to complete the project tasks. • Coordinating Orange County's efforts to identify, obtain and deliver the information required to complete the deliverables in the required timeframes. • Overseeing and ensuring completion of any data gathering templates/questionnaires and other tasks assigned to Orange County project participants. • Reviewing and approving deliverables in a timely manner. 4.3 Deliverables We will use Windows versions of Microsoft Word and/or Excel for our work product. DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D 5. PROJECT SCHEDULE Assuming adequate access to information and Orange County personnel,we estimate that BIA development, issuance of final report and presentation (if requested)will take approximately two months to perform the tasks listed in the proposal. 6. PROJECT TEAM This engagement will be performed by David H. Gluckman, Senior Vice President of Willis Towers Watson. He is a Certified Business Continuity Professional and will have overall responsibility for the successful and timely completion of the project including the deliverables. A professional biography is in Appendix A. 7. FEE Our fee is based on the time required to complete the engagement and will be $15,000. This includes preparation,travel, on-site visit, conducting the B1A, and providing a formal written report summarizing the data collected and suggestions for future consideration. Should a return visit be requested for a presentation meeting an additional fee of $1,800 is requested. 8. ACCEPTANCE Signed this day of , 2016. Orange County, North Carolina DocuSigned by: By fiVawiS A& ru , )4B4... (Name Printed or Typed) (Title) 8III° , DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D Willis Towers Watson David H. Gluckman Senior Vice President 9 III° a g , DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D Appendix A— Biography David H. Gluckman, ARM, CBCP, CFPS, CBCA Relevant Experience/Specializatio Dave is a Senior Vice President and is based in our Short Hills, NJ office. He brings over 27 years of Property Risk Control industry experience to his clients, and has been with Willis since February, 1998. Dave has extensive experience in developing complete global property risk control programs for clients which also includes a background in; Business Continuity Planning, Strategic Risk Assessments, Property Risk Profiles & Property Marketing Submissions, and Matrix Analysis of Insurance Carrier and Third Party Vendor Services. Prior to joining Willis, Dave spent nine years with Arkwright Mutual Insurance Company where he had responsibilities similar to those in his current position. He has been a volunteer fire fighter in his community for the last 30 years and held the position of Chief of Department in 1996. He is a licensed Fire Official (114219) enforcing the New Jersey Uniform Fire Code and a Principal member of the NFPA 1600 Technical Committee which develops the Standard on Disaster/Emergency Management and Business Continuity/Continuity of Operations Programs. Education and re a tials Bachelor of Science Degree in Fire Safety Administration from Jersey City State College, Jersey City, NJ Master of Business Administration (concentration in Risk Management), College of Insurance, New York, NY Certified Business Continuity Professional and Certified Business Continuity Auditor from Disaster Recovery Institute International. Certified Fire Protection Specialist, National Fire Protection Association. Associate in Risk Management (ARM) designation, American Institute for Chartered Property Casualty Underwriters Dave is also a member of the National Fire Protection Association (NFPA) and past President of the NJ Chapter of the Society of Fire Protection Engineers (SFPE). 10I :Ii" DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D Appendix B - BCP Process Map Cri si vent Occur TIMELIME: EMERGENCY TEArrol U Ii: RESPONSE pROCEOU RES EM ERGENCif ESPO N SE TEAM M MUTES Evec u ati on A sse mibly Areas as 111!:::::00"111111111111111111111ss TEAM#2: HOURS i CRISIS RESPONSE m A N AGEm ENT T Eat M Co 10 TEAM#3: CR ISIS CO MMUN ICAT1.0 NS TEAM 1001111114100011000000000010010000000100000011111111111? 11;01;1#0000111111111111111111111111111111111111111111111111111111111111111111111111111111111111 000000010000100001110IIIIIIIIIIIIIIII00000 1111000000000000000100000 gill 00 r010000000111111010000000010000 000010# III, flit D A VS 10,1 osso 111 lo a 111111 ssisslal IIIII ill°Ill v I logs law 111111111'111 s 111811111111111111111111101111111111111111111110 10 ill NO111111111 nolj1111010111 Isogon 10000111 BUSNESS TEAM DA: CONTINUITY BUSINESS RECOVERY TEAMS Critic Ope ration Business limpact EEKS Re cove ry Analysis Priorities Reports Critic al Business M OPITH 5 Processes& Re cove ry Applic ations Strategies 11 I PI J DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D The Professional Practices are a body of knowledge designed to assist organization in the development and implementation of a business continuity management(BCM)program. Use of the Professional Practice framework can increase the likelihood that no significant gaps will be present in your program as well as increase the likelihood that the various parts of the program will work cohesively in an actual event. Furthermore,these Professional Practices are intended to serve as both a guide for BCM Program development,implementation and maintenance and as a tool for conducting audits of an existing program. Project Initiation and Management Establishes the need for a Business Continuity Plan,including management support at all levels of the organization. It is important to organize and manage the project to completion within agreed upon time and budget limits. Risk Evaluation and Control This step determines the frequency and severity of natural,man-made, and political perils that can effect the organization and its facilities. By identifying and quantifying these exposures, controls can be implemented to mitigate them as well as provide a cost-benefit analysis to justify investment in these controls. Business Impact Analysis (BIA) Identifies the impacts resulting from a disaster by utilizing techniques that identify critical organization/departmental functions. This helps establish recovery priorities such as the number of personnel needed, the type of equipment needed, and the organizations inter-dependencies so recovery time objectives (how quickly functions need to be restored) can be set. Developing Business Continuity Strategies Selects recovery-operating strategies for business and information technologies. This includes such methods as utilization of a commercial hot-site, duplication of key records, contractual agreements, off-site storage, etc. Developing and Implementing Business Continuity Plans Designs, develops and implements the physical document that is formulated as a result of the risk evaluation and business continuity strategies that were developed/performed. Maintaining and Exercising Business Continuity Plans Develops processes to test the plan and procedures to maintain plan currency to continue the organizations ability to respond to a disaster. Emergency Response and Operations Develops and implements procedures for responding to and handling a disaster. This includes establishing and managing the Emergency Operations Center, designating a person who is in charge and a framework for dealing with the overall management of the incident. Awareness and Training Programs Develops a program to create corporate awareness and enhance the skills required developing, implementing,maintaining, and utilizing the developed plans. 12 I :I[" ; DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D Public Relations and Crisis Communication Develops best practices to handle the media during a crisis. Also,how to disseminate information to employees families,key suppliers, customers, and owners/stockholders during a crisis situation. Coordination with Public Authorities Develops procedures for coordinating response, continuity and restoration activities with local authorities and with compliance to statutes and regulations. 13I :IPI J DocuSign Envelope ID: FCC003D1-05FF-4218-868F-50402CE3790D cs°� A CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 09/21/2016 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 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.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis of New York, Inc. PHONE FAX c/o 26 Century Blvd. WC,NO,.EXT). 877-945-7378. (A/C,NO). 888-467-2378 ..... ..... P. O. Box 305191 E-MAIL P P. O. Box TN 37230-5191 ADDRESS_ certificates@willis.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Zurich American Insurance Company 16535-076 INSURED Willis North America Inc. INSURER B: Sentry Insurance a Mutual Company 24988-001 and its subsidiaries INSURER C. See Subsequent Page 00000-004 200 Liberty Street New York, NY 10281 INSURER D: ......... ......... ......... ......... ......... ......... ......... ......... ......... INSURER E: 1 INSURER F. COVERAGES CERTIFICATE NUMBER:24682255 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 BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS I TR, INSD WVO, (MMIDD/YYVY) (MMInDIYYVY), A X COMMERCIAL GENERAL LIABILITY GL0014436300 7/1/2016 7/1/2017 EEAAACCMHAAGOEECCCO0URRRRENCE $ 5,000,000 JCLAIMS MADE X l OCCUR PREMISES(Eaoccurence) $ 100,000 X MED EXP(Any one person) $ 5,000 .... ..... ......... ......... ......... ......... ...PERSONAL&ADVINJURY $ 5,000,000 ......... GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X..... POLICY f .......1 PRO- 1 ..1 LOC PRODUCTS-COMP/OP AGG $ 5,000,000... ..... OTHER: $ B AUTOMOBILE LIABILITY 90-20597-04 7/1/2016 7/1/2017 COMBINED SINGLE LIMIT 1 000 000 (Ea accident) $ r r ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTYDAMAGE AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION 90-20597-01 7/1/2016 7/1/2017 X PER 0TH- AND EMPLOYERS'LIABILITY STATUTE .... ER ... ... .... B ANY PROPRIETOR/PARTNER/EXECUTIVEYNN N/A 90-20597-03 7/1/2016 7/1/2017 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? B (Mandatory,in NH) 90-20597-02 7/1/2016 7/1/2017 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,dscribe DESCRIPTIONOFF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C - SM1617 ,7/1/2016 7/1/2017 - Errors and Omissions $5,000,000 per claim/aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additonal Remarks Schedule,may be attached 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 THEREOF, NOTICE WILL BE DELIVERED IN ACCORDAN E WITH T E POLICY PROVISIONS. Orange County AUTHORIZ DREPRES NT/TIVE • 00n: Alisa onrStree 200 / , 200 S. Cameron ron Street Hillsborough, NC 27278 Coll:4963466 Tp1:2072494 Cert: d82255 ©1.88-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks o'ACORD DocuSign Envelope ID: FCC003D1-05FF-4218-868F-50402CE3790D AGENCY CUSTOMER ID: 412600 LOC#: ARD ADDITIONAL REMARKS SCHEDULE Page 2_of 2 AGENCY NAMED INSURED Willis North America Inc. Willis of New York, Inc. and its subsidiaries POLICY NUMBER 200 Liberty Street New York, NY 10281 See First Page CARRIER NAIC CODE See First Page EFFECTIVE DATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Professional Indemnity Insurance (Errors & Omission Liability) Carrier: Stone Mountain Insurance Company and various carriers ACORD 101 (2008/01) Coll:4963466 Tp1:2072494 Cert:24682255 ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D ADDENDUM TO CERTIFICATE OF INSURANCE WILLIS NORTH AMERICA, INC. SUBSIDIARY LIST AS OF 6/30/16 WILLIS NORTH AMERICA INC. Willis Services LLC WILLIS US HOLDING COMPANY, INC. WTW Delaware Holdings, LLC Willis HRH Inc. Freberg Environmental, Inc. PBW LLC Premium Funding Associates, Inc. Smith, Bell & Thompson, Inc. Westport HRH, LLC Westport Financial Services, LLC Willis of Connecticut, LLC Special Contingency Risks, Inc. Willis of Greater Kansas, Inc. Willis of Oklahoma, Inc. Willis of Virginia, Inc. Willis of Wyoming, Inc. Willis Programs of Connecticut Inc. Willis of Michigan, Inc. Queenswood Properties Inc Willis Administrative Services Corporation Willis of Colorado, Inc. Willis Americas Administration, Inc. Willis Insurance Services of California, Inc. Willis Insurance Services of Georgia, Inc. Willis Management(Vermont) Limited Willis North American Holding Company Willis of Alabama, Inc. Willis of Arizona, Inc. Willis of Illinois, Inc. Willis of Louisiana, Inc. Willis of Maryland, Inc. Willis of Massachusetts, Inc. Willis of Minnesota, Inc. Willis of Mississippi, Inc. Willis of New Hampshire, Inc. DocuSign Envelope ID:FCC003D1-05FF-4218-868F-50402CE3790D Willis of New Jersey, Inc. Willis Giaconia Life, LLC Willis of New York, Inc. Willis Personal Lines, LLC Willis of North Carolina, Inc. Willis of Ohio, Inc. Willis of Oregon, Inc. Willis of Pennsylvania, Inc. Willis of Seattle, Inc. Willis of Tennessee, Inc. Willis of Florida, Inc. Willis of Texas, Inc. Willis of Wisconsin, Inc. Willis Processing Services, Inc. Willis Re Inc. Willis Securities, Inc. WTW Delaware Holdings, LLC formerly Towers Watson&Co. Towers Watson Delaware Holdings Inc. Watson Wyatt European Investment Holdings Inc. Towers Watson Delaware Inc. Towers Watson Investment Consulting, Inc. Towers Watson America LLC Extend Health, Inc Extend Administrators LLC Extend Insurance Services LLC Liazon Corporation Liazon Benefits Inc. Acclaris Holdings Inc. Acclaris Inc. Towers Watson Retiree Insurance Services, Inc.