Loading...
HomeMy WebLinkAbout2018-012-E County Mgr - Willis of NC Insurance BrokerageDocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 RFP ORANGE COUNTY This Services Agreement (hereinafter "Agreement "), made and entered into this 1st day of December, 2017, ( "Effective Date ") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County ") and Willis of North Carolina, (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 10/17 1 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 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) 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 or Request for Qualifications (the "RFP ") "RFP Number 5241 for "Broker Qualification and Conceptual Proposal " issued September 26, 2017, and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments Service Agreement (designate all attachments). 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 together with attachments, Provider's Proposal together with attachments. 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 Service Agreement 11/30/2018 Revised 10/17 2 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 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 12/1/2017 to 12/1/18 with a 2 year renewal option. 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, 1, 2017. 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. The maximum amount payable for Basic Services is forty -two thousand five hundred Dollars ($42,500.00). 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. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work Revised 10/17 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 accomplished. Payments will be made as percentages of the whole as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there are 10 Project Tasks with Milestone Dates then Provider may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for the next 10% of the whole.) 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 (Alisa Cornetto) 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 8. Indemnity a. Indemnity. The Provider agrees, without limitation, 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 property damage or bodily injury including death 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 Revised 10/17 4 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 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. 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. e. Suspension. County may suspend the Services at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue the work and shall not resume the work until notified to proceed by County. 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any Revised 10/17 5 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G. S. 147 - 86.81. 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. Revised 10/17 6 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 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. Si irk. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 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 Attention: Alisa Cornetto P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 Provider's Name & Address Willis of North Carolina 241 North Tryon Street Charlotte, NC 28215 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 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: By: F�ocuSigned by: 61AJAX t 'MKIUV County Manak&F136371994B75SE477 Revised 10/17 PROVIDER: DocuSigned by: By- Ma rk eosaFO. Managing Director Printed name and title DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 illy Orange County P.O. Box 8181 Hillsborough, NC 27278 Willis of North Carolina, Inc. 214 North Tryon Street, Suite 2500 Charlotte, NC 28215 SERVICE AGREEMENT This Service Agreement (this "Agreement ") is made by and between Orange County and Willis of North Carolina, Inc. (`Willis Towers Watson ") as follows: 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 (the "Coverages ") • Environmental Pollution Liability • Storage Tank Liability We will provide consulting service on other lines of coverages as requested: • Workers' Compensation or Excess Workers' Compensation • Commercial General Liability • Business Automobile • Umbrella Liability /Excess Liability • Employment Practices Liability • Crime • All Risk Property Coverage • Environmental Liability Coverage We will provide other services described herein (collectively, the "Services "): • Establish Business and Legal Resources (BLR) site by 6/1/2018 • Complete 4 claim reviews by 11/30/2018 ■ 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. ■ As needed, consulting with the Risk Manager on any risk related issue ■ Loss Control Advocacy as needed ■ Claim Advocacy as needed 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 Short Form PC Fee Agreement 5 Jan 2016 Page 1 of 6 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 Will isTowers Watson affect our Services or your Coverages. Willis Towers Watson is not responsible for any consequences arising from any delayed, inaccurate or incomplete information. 13 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 Towers Watson 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 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 seek any such advice you want or need from competent legal counsel or tax professionals. 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. 2.2 This Section intentionally left blank. 3.0 Compensation and Disclosure 3.1 You agree to pay us a fee of $42,500 (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 annually as follows: Four equal installments of $10,625 Due: • Installment 1 - December 15, 2017 • Installment 2 - March 15, 2018 • Installment 3 - June 15, 2018 • Installment 4 - September 15, 2018 Short Fonn PC Fee Agreement 5 Jan 2016 Page 2 of 6 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 WillisTowers Watson 1,144A Should you elect to move your coverage from NCACC to the conventional market, an additional fee of $12,000 will be charged to cover cost of managing that program. If only a portion of the coverages are moved, the $12,000 additional fee will be allocated based on a mutually agreeable sum. 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 Towers Watson) now imposed or becoming effective during the Term. In addition to the premium and our compensation, Willis Towers Watson 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. 3.3 If a Willis Towers Watson 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 This Section intentionally left blank. 3.5 Willis Towers Watson 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. 3.6 The compensation that will be paid to Willis Towers Watson 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 Towers Watson provides to the insurer or the profitability of insurance contracts Willis Towers Watson provides to the insurer also may affect compensation. Willis Towers Watson 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 Towers Watson 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. 3.7 Upon request, Willis Towers Watson will provide you with additional information about the compensation Willis Towers Watson 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. 3.8 To the extent Willis Towers Watson 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. 3.9 WillPLACE, a proprietary online tool, provides Willis Towers Watson brokers with access to global placement information so that we can seek to develop solutions for you with appropriate Short Form PC Fee Agreement 5 ]an 2016 Page 3 of 6 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 I1 markets at competitive prices and terms. Some insurers pay Willis Towers Watson a fee for annual reporting on their book of business. Some of these insurers also pay Willis Towers Watson an additional fee for more detailed reporting on placements matched through the Wil1PLACE system. Any insurer payments related to the WillPLACE system will not increase the cost of your insurance. 3.10 Willis Towers Watson may place your insurance with members of a panel of insurers. Willis Towers Watson 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 Towers Watson 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. 3.11 This Paragraph intentionally left blank. 3.12 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. 3.13 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. 3.14 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 Towers Watson in connection with the placement of the insurance coverage. 3.15 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. 3.16 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 Short Form PC Fec Agreement 5 Jan 2016 Page 4 of 6 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 r commissions for their role in providing insurance products or services to you under their separate contracts with insurers or reinsurers. 3.17 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 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. `There FATCA is applicable to you, in order to avoid this withholding tax, Willis Towers Watson 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 Towers Watson 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, 2017 to the 1st day of December, 2018 (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 Short Form PC Fee Agreement 5 Jan 2016 Page 5 of 6 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 Will ! r Watson hVI'lil 6.1 Willis Towers Watson owns and retains all right, title, and interest in and to the following Willis Towers Watson Property: (i) all software, hardware, technology, documentation, and information provided by Willis Towers Watson 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 Towers Watson 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 Towers Watson 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 Towers Watson system is deemed the definitive record of electronic communications and documentation. 63 This Agreement supersedes any and all prior agreements between us regarding the Coverages and the Services provided. This Agreement may not be amended or modified except by a written agreement executed by the parties. 6.4 This Agreement is governed by and construed in accordance with the laws of the state of North Carolina without regards to such state's choice of law rules. Any dispute shall be resolved in the appropriate state or federal courts located in such state. 7.0 Questions 7.1 If you have questions, please inform your Willis Towers Watson representative or call the head of our office. You may also call 1 -866 -704 -5115, the toll -free number which Willis Towers Watson has established for client feedback. Orange County By: _ Title: Date: Short Form PC Fee Agreement 5 Jan 2016 Willis of North Carolina, Inc. By: _ Title: Date: Page 6 of 6 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 Finance & Administrative Services Risk Management ORANGE COUNTY HILLSBOROUGH NORTH CAROLINA p 11 Conceptual Propos Established 1752 Date of Issue: September 26, 2017 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: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 Request • r Broker Qualifications •�I Conceptual Proposals •• - 1 M, 11 • •• MUMU I. Summary Orange County is in the process of evaluating brokers for the ongoing evaluation and 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 evaluation and placement of 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. Five copies of your response, and a copy of your proposal in a single pdf file on a thumb drive must be submitted before 5:00 PM on October 17, 2017 to: David Cannell Purchasing Agent Orange County Financial & Administrative Services 200 S. Cameron Street 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, 2018. At this time you are not authorized to approach insurers on behalf of Orange County. At the appropriate time, the selected firm will be supplied with a broker of record letter. Activity Target Date 1. Qualifications and proposals received from firms. October 17, 2017 2. Decision /Award notification date By November 20, 2017 DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 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, cyber 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 hours. Broker shall respond to messages as soon as possible and always within DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 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. • reTEPTIMPTOMM, 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 1000 employees, 3,000 volunteers and a General Fund Budget for 2017 of $219,656,033. 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 you in your review attached is the County's current insurance declarations, WC DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 and LP Fiscal Year Summary for Last 5 years to End of Quarter 6/30/17, 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 an 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. 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 17, 2017, to the person and place identified in Section I of this document. A team of County staff will review the responses. The County reserves the right to interview any or all firms. 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. General Requirements 1. Living Wage. Orange County is committed to providing its employees with a living wage and encourages agencies it funds to pursue the same goal. A copy of Orange County's Living Wage Contractor Policy is included. 2. HB786 imposes E- Verify requirements on contractors who enter into certain contracts with state agencies and local governments. The legislation specifically prohibits governmental units from entering into certain contracts "unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 65 of the General Statues." (Article 2 of Chapter 65 establishes North Carolina's E- Verify requirements for private employers.) It is important to note that the verification requirement applies to subcontractors as well as contractors. The new laws specifically prohibit governmental units from entering into contracts with contractors who have not (or their subs have not) complied with E- Verify requirements. Complete the attached affidavit, and include it with your submittal. DocuSign Envelope ID: AAB342A1-84D6-4FD9-BC12-585C2F446C71 Questions regarding services should be directed to David Cannell, Purchasing Agent, (919) 245-2651, dcannell@orangecounlyDg�.ov. All questions must be received no later than 5:00 PM October 10, 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; WC/LP Fiscal Year Summary 6/30/16; Proposed Contract. DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 STATE OF NORTH CAROLINA ORANGE COUNTY AFFIDAVIT he individual attesting below), being duly authorized by and on behalf of (the entity bidding on project hereinafter "Employer ") after first being duly sworn hereby swears or affirms as follows: 1. Employer understands that E- Verify is the federal E- Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with NCGS §64- 25(5). 2. Employer understands that Employers Must Use E- Verify. Each employer, after hiring an employee to work in the United States, shall verify the work authorization of the employee through E- Verify in accordance with NCGS §64- 26(a). 3. Employer is a person, business entity, or other organization that transacts business in this State and that employs 25 or more employees in this State. (mark Yes or No) a. YES , or b. NO 4. Employer's subcontractors comply with E- Verify, and if Employer is the winning bidder on this project Employer will ensure compliance with E- Verify by any subcontractors subsequently hired by Employer, This day of Signature of Affiant Print or Type Name: 201. State of North Carolina Orange County D Signed and sworn to (or affirmed) before me, this the 0 n' day of 2014. v' z 0 My Commission Expires: v v' Ln v Notary Public