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2018-824-E County Mgr - Willis Group Holdings services agreement
Revised 12/18 1 [Departmental Use Only] TITLE Willis - Broke FY 2018-2019 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of December, 2018, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Willis Towers Watson, (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 of project): Insurance Brokerage and Loss Control Services 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 DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Revised 12/18 2 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, 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) 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. vi) 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): Insurance Brokerage Services 4. Duration of Services a. Term. The term of this Agreement shall be from December 1, 2018 to November 30, 2019. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. 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 DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Revised 12/18 3 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, 2018. 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 shall not exceed forty-five thousand Dollars ($45,000.00). 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 (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 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 County’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 County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of Professional Liability (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 County's Risk Manager. DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Revised 12/18 4 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 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Revised 12/18 5 Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services 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 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 identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. 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 state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy 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 and does not limit the definition of breach to discrimination. 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 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. DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Revised 12/18 6 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 consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A 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:Alisa Cornetto Willis Towers Watson P.O. Box 8181 214 North Tryon Street, 2500 Hillsborough, NC 27278 Charlotte, NC 28202 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Revised 12/18 7 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: By: _________________________________ County Manager By: __________________________________ Mark A. Goode Managing Director Printed Name and Title DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Short Form PC Fee Agreement 30 Oct 2018 Page 1 of 7 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”), provide routine policy service on all policies we place for you and provide the other services described herein (collectively, the “Services”): x Environmental Pollution Liability x Storage Tank Liability We will provide consulting service on other lines of coverage as requested: x Workers’ Compensation or Excess Workers’ Compensation x Commercial General Liability x Business Automobile x Umbrella Liability / Excess Liability x Employment Practices Liability x Crime x All Risk Property Coverage x Environmental Liability Coverage x Other miscellaneous policies as needed We will provide other services described herein (collectively, the “Services”): x Complete 4 claims reviews by 11/30/2019 x All telephone calls, emails, written correspondence, etc. will be addressed within 24 hours. x All policies will be delivered to Orange County within 30 days of receipt from the carriers(s) to Willis Towers Watson. x Initial program design presented to Orange County no later than 30 days prior to renewal. x As needed, consulting with the Risk Manager on any risk related issue. x Loss Control Advocacy as needed. x 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 DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Short Form PC Fee Agreement 30 Oct 2018 Page 2 of 7 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 Towers Watson 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 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 in four equal installments of $10,625 as follows: x Installment #1 – December 15, 2018 x Installment #2 – March 15, 2019 x Installment #3 – June 15, 2019 x Installment #4 – September 15, 2019 DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Short Form PC Fee Agreement 30 Oct 2018 Page 3 of 7 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 Where permitted by applicable law, Willis Towers Watson may assess a policy service fee (the “Policy Service Fee”). The Policy Service Fee is on a per-policy basis and is calculated on the premium amount, per the schedule below: Premium Amount Policy Service Fee <= $5,000 $10 $5,001 - $10,000 $50 $10,001 - $25,000 $100 $>= $25,001 $250 The Policy Service Fee is compensation to Willis Towers Watson for such value-added services and resources including dedicated industry practices, technical resources, placement support and our strategic outcomes practices. The Policy Service 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. 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. DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Short Form PC Fee Agreement 30 Oct 2018 Page 4 of 7 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 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. 3.10 This Section intentionally left blank. 3.11 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. 3.12 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. 3.13 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. 3.14 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. DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Short Form PC Fee Agreement 30 Oct 2018 Page 5 of 7 3.15 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. 3.16 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. Where 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, 2018 to the 1st day of December, 2019 (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. DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Short Form PC Fee Agreement 30 Oct 2018 Page 6 of 7 If you terminate this Agreement before the end of the Term, we will be deemed to have fully earned and be entitled to a portion of the fee as set forth in the following schedule: During the first six months: 75% After six months: 100% 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 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. 6.3 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: ____________________________ Willis of North Carolina, Inc. By: ___________________________ Title: ___________________________ Title: __________________________ Date: __________ Date:__________ DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Short Form PC Fee Agreement 30 Oct 2018 Page 7 of 7 DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis of New York, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Willis North America, Inc. and its subsidiaries 200 Liberty Street New York, NY 10281 Orange County is included as an Additional Insured as respects to General Liability where required by written contract or agreement. Orange County 200 South Cameron Street Hillsborough, NC 27278 12/27/2018 1-877-945-7378 1-888-467-2378 certificates@willis.com Zurich American Insurance Company 16535 W9697548 A 5,000,000 100,000 5,000Contractual Liability 5,000,000 5,000,000 5,000,000 Y GLO014436302 07/01/2018 07/01/2019 100233017308779SR ID:BATCH: Page 1 of 1DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Willis North America Inc. Subsidiaries included as insureds under the insurance policies noted in attached Accord form. Acclaris Holdings, Inc. Acclaris, Inc. Encore Insurance PCC, Limited Encore One IC, Inc Extend Health, LLC (formerly Extend Health, Inc.) Extend Insurance Services LLC Fairly Consulting Group, LLC Freberg Environmental, Inc. Liazon Benefits, Inc. Liazon Corporation PBW, LLC Premium Funding Associates, Inc. Professional Consultants Insurance Company, Inc. RSDIG Risk Purchasing Group, Inc. Special Contingency Risks Inc. – except for Professional Liability as it is covered elsewhere Stone Mountain Insurance Company The Willis Foundation Towers Perrin Capital Corp. Towers Watson Delaware Holdings LLC (Formerly Towers Watson Delaware Holdings Inc.) Willis Towers Watson US LLC (Formerly Towers Watson Delaware Inc.) Towers Watson Investment Services, Inc. Towers Watson Latin America Holdings LLC Towers Watson Middle East Holdings LLC Towers Watson Retiree Insurance Services, Inc. TPF&C International, Inc. Watson Wyatt European Investment Holdings 1, LLC Watson Wyatt European Investment Holdings, Inc. Watson Wyatt International, Inc. Market Street Holdings, Inc. Vertus Insurance Partners, LLC Vertus Insurance Agency, LLC Westport Financial Services, LLC Westport HRH, LLC Willis Administrative Services Corporation Willis Americas Administration, Inc. Willis HRH, Inc. Willis Insurance Services of California, Inc. Willis Insurance Services of Georgia, Inc. Willis NA Inc. Willis North America Inc. Willis North American Holding Company Willis of Alabama, Inc. Willis of Arizona, Inc. Willis of Colorado, Inc. Willis of Connecticut, LLC Willis of Florida, Inc. Willis of Greater Kansas, Inc. Willis of Illinois, Inc. Willis of Louisiana, Inc. Willis of Maryland, Inc. DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 Willis North America Inc. Subsidiaries included as insureds under the insurance policies noted in attached Accord form. Willis of Massachusetts, Inc. Willis of Michigan, Inc. Willis of Minnesota, Inc. (merged into Willis of Ohio Inc. effective 1/1/19) Willis of Mississippi, Inc. Willis of New Hampshire, Inc. Willis of New Jersey, Inc. Willis of New York, Inc. Willis of North Carolina, Inc. Willis Towers Watson Midwest, Inc. (formerly 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 Vermont, Inc. - name change (formerly known as Smith, Bell & Thompson, Inc.) Willis of Virginia, Inc. Willis of Wisconsin, Inc. Willis of Wyoming, Inc. Willis Personal Lines, LLC Willis Processing Services, Inc. Willis Programs of Connecticut, Inc. Willis Re Inc. Willis Securities, Inc. Willis Towers Watson CAC, Inc. Willis Towers Watson Management (Vermont), Ltd. Willis Towers Watson Risk Purchasing Group, Inc. Willis US Holding Company, LLC (formerly Willis US Holding Company, Inc.) WTW Delaware Holdings LLC DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis of New York, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA Willis North America, Inc. and its subsidiaries 200 Liberty Street New York, NY 10281 SEE ATTACHED Orange County Attn: Alisa Cornetto 200 S. Cameron Street Hillsborough, NC 27278 06/25/2019 1-877-945-7378 1-888-467-2378 certificates@willis.com Zurich American Insurance Company 16535 Sentry Insurance a Mutual Company Willis Submission Carrier 24988 GENRC W11732990 A 5,000,000 100,000 5,000Contractual Liability 5,000,000 5,000,000 5,000,000 GLO014436303 07/01/2019 07/01/2020 B 1,000,000 07/01/202007/01/201990-20597-04 90-20597-01 B 1,000,000No07/01/2019 07/01/2020 1,000,000 1,000,000 B Workers Compensation & Employers Liability EL Each Accident90-20597-03 07/01/2019 07/01/2020 EL Disease - Each Emp Per Statute EL Disease-Policy Lmt 125655018150101SR ID:BATCH: $1,000,000 $1,000,000 $1,000,000 Page 1 of 2 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Willis North America, Inc. and its subsidiaries 200 Liberty Street New York, NY 10281 INSURER AFFORDING COVERAGE: Willis Submission Carrier NAIC#: GENRC POLICY NUMBER: SM1920 EFF DATE: 07/01/2019 EXP DATE: 07/01/2020 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Errors & Omissions Per Claim $5,000,000 Aggregate Limit $5,000,000 ADDITIONAL REMARKS: Professional Indemnity Insurance (Errors & Omission Liability) Carrier: Stone Mountain Insurance Company. All employees of Willis North America and its subsidiaries are included as Insureds under the Errors & Omissions policy. INSURER AFFORDING COVERAGE: Sentry Insurance a Mutual Company NAIC#: 24988 POLICY NUMBER: 90-20597-02 EFF DATE: 07/01/2019 EXP DATE: 07/01/2020 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation & EL Each Accident $1,000,000 Employers Liability EL Disease - Each Emp $1,000,000 Per Statute EL Disease-Policy Lmt $1,000,000 22 Willis of New York, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W11732990CERT:1256550BATCH:18150101SR ID: As of 7/1/19 Willis North America Inc. Additional Named Insured covered under the insurance policies noted in attached Accord form. Acclaris Holdings, Inc. Acclaris, Inc. Acclaris Business Solutions Private Ltd Encore Insurance PCC, Limited Encore One IC, Inc. Encore 1551 IC, Inc. Extend Health, LLC (formerly Extend Health, Inc.) Extend Insurance Services LLC Fairly Consulting Group, LLC Freberg Environmental, Inc. Innovisk Services Inc. Liazon Benefits, Inc. Liazon Corporation Market Street Holdings, Inc. Premium Funding Associates, Inc. Professional Consultants Insurance Company, Inc. RSDIG Risk Purchasing Group, Inc. Special Contingency Risks Inc. – except for Professional Liability as it is covered elsewhere Stone Mountain Insurance Company The Willis Towers Watson Foundation Towers Perrin Capital Corp. Towers Watson Delaware Holdings LLC (Formerly Towers Watson Delaware Holdings Inc.) Towers Watson Investment Services, Inc. Towers Watson Retiree Insurance Services, Inc. Towers Watson Puerto Rico Insurance Brokerage Inc. Towers Watson Software Limited TPF&C International, Inc. Watson Wyatt International, Inc. Westport Financial Services, LLC Westport HRH, LLC Willis Administrative Services Corporation Willis Americas Administration, Inc. Willis HRH, Inc. Willis Insurance Services of California, Inc. Willis Insurance Services of Georgia, Inc. Willis NA Inc. Willis North America Inc. Willis North American Holding Company Willis of Alabama, Inc. Willis of Arizona, Inc. Willis of Colorado, Inc. Willis of Connecticut, LLC 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. As of 7/1/19 Willis North America Inc. Additional Named Insured covered under the insurance policies noted in attached Accord form. Willis of Michigan, Inc. Willis of Minnesota, Inc. (merged into Willis of Ohio Inc. Effective- 1/1/19) Willis of Mississippi, Inc. Willis of New Hampshire, Inc. Willis of New Jersey, Inc. Willis of New York, Inc. Willis of North Carolina, 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 Vermont, Inc. - name change (formerly known as Smith, Bell & Thompson, Inc.) Willis of Virginia, Inc. Willis of Wisconsin, Inc. Willis of Wyoming, Inc. Willis Personal Lines, LLC Willis Processing Services, Inc. Willis Programs of Connecticut, Inc. Willis Re Inc. Willis Securities, Inc. Willis Services LLC Willis Towers Watson CAC, Inc. Willis Towers Watson Management (Vermont), Ltd. Willis Towers Watson Midwest, Inc. (Formerly Willis of Ohio, Inc.) Willis Towers Watson Risk Purchasing Group, Inc. Willis Towers Watson US LLC (Formerly Towers Watson Delaware Inc.) Willis Towers Watson Global Business Services Inc. Willis Towers Analytical Insurance Services Inc. WTW Delaware Holdings LLC Willis US Holding Company, LLC (formerly Willis US Holding Company, Inc.)