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Home My WebLink About2020-654-E County Manager-Willis Towers Watson insurance brokerage agreementRevised 07/20 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 30th day of November, 2020 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Willis Towers Watson (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated December 1, 2017, (hereinafter the “Original Agreement”), for the provision of services for insurance brokerage. WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of November 30, 2021. 2. Exhibit __N/A__ to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: N/A Services remain the same. 3. Article 3 (a), Section (i) is amended to reflect a maximum payable not-to-exceed amount of $42,500.00. 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Mark Goode County Manager ________ DocuSign Envelope ID: 11FC0F9D-342B-4724-BDDD-F1A966159538 Revised 07/20 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Willis Towers Watson Party/Vendor Contact Person: Mark Goode Contact Phone: 704-344-4867 Party/Vendor Address: 214 N.Tryon Street, Suite 2500 City Charlotte State: NC Zip: 28215 Department: Risk Management Amount: $42,500 Purpose: Insurance Brokerage Budget Code(s): 10230220 641015 Vendor # 65958 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal x Amendment Effective Date 12/1/2020 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 11FC0F9D-342B-4724-BDDD-F1A966159538 11/30/2020 12/1/2020 12/3/2020 12/7/2020 Page 1 of 4 2020-07-01 Statement of Work – Corporate Risk & Broking Services (Canada & US) November 2, 2020 Alisa Cornetto Orange County 200 South Cameron Street Hillsborough, NC 27278 Subject: Statement of Work for Corporate Risk & Broking Services Dear Alisa: This statement of work (“SOW”) will confirm the terms of the engagement of Willis Towers Watson Southeast, Inc. (“Willis Towers Watson”, “we” or “us”) by Orange County, North Carolina (“Client” or “you”). I. Terms and Conditions of SOW: Client desires to procure and Willis Towers Watson is willing to provide the services listed in Attachment 1 (the “Services”). These Services will be provided subject to the Willis Towers Watson Brokerage Terms, Conditions & Disclosures available at: https://www.willistowerswatson.com/- /media/WTW/Notices/Brokerage-Terms-Conditions-Disclosures.pdf (the “Brokerage Terms”). Copies of the Brokerage Terms are available upon request. II. Term and Termination: The term of this SOW will begin on 12/1/2020 and end on 12/1/2021. Either party may terminate this SOW upon 60 days prior written notice to the other party. III. Compensation You agree that our compensation for the Services will be a fee of $42,500, payable by you to us as invoiced. The fee is in addition to the premium you must pay for your policies and is payable in four equal installments of $10,625 as follows: - Installment #1 – December 15, 2020 - Installment #2 – March 15, 2021 - Installment #3 – June 15, 2020 - Installment #4 – September 15, 2020 Should you move your coverage from NCACC to the conventional market, an additional fee of $12,000 will be charged to cover the cost of managing that program. If only a portion of the coverage are moved, the $12,000 will be allocated based on a mutually agreeable sum. Information regarding other compensation we may receive related to your policies is described in the Brokerage Terms. If Willis Towers Watson terminates this SOW before the end of the term, Willis Towers Watson will be deemed to have fully earned and be entitled to a pro-rata portion of the fee, calculated from the start of the current annual term through the date of termination. If Client terminates this SOW before the end of any annual term, Willis Towers Watson will be deemed to have fully earned and be entitled to a portion of the fee as set forth in the following schedule: DocuSign Envelope ID: 11FC0F9D-342B-4724-BDDD-F1A966159538 Page 2 of 4 2020-07-01 Statement of Work – Corporate Risk & Broking Services (Canada & US) During the first six months of the current annual term: 75% After six months of the current annual term: 100% IV. Additional Terms If you would like us to vary the Services under this SOW, or to perform additional services that are not included, please advise us. Also, if we believe certain services you have asked us to carry out are not within the defined scope, we will promptly notify you. All out of scope services will be covered under a separate Statement of Work that will specify the additional services that we will perform and the additional compensation that we will receive. Please have an authorized representative of Client countersign below (and do the same in respect of the enclosed copies, returning a set of countersigned documents to me for our records). [Signature Page Follows] DocuSign Envelope ID: 11FC0F9D-342B-4724-BDDD-F1A966159538 Page 3 of 4 2020-07-01 Statement of Work – Corporate Risk & Broking Services (Canada & US) IN WITNESS WHEREOF, the parties have executed this SOW effective as of the ____ day of _________________, 2020. Orange County By:____________________________ Willis Towers Watson Southeast, Inc. By:___________________________ Title:___________________________ Title:__________________________ Date:__________ Date:__________ Attachments: Attachment 1 - Scope of Services DocuSign Envelope ID: 11FC0F9D-342B-4724-BDDD-F1A966159538 12/1/2020 Managing DirectorCounty Manager 12/7/2020 Page 4 of 4 2020-07-01 Statement of Work – Corporate Risk & Broking Services (Canada & US) Attachment 1 Scope of Services Section 1: Policies/Coverages Environmental Pollution Liability Storage Tank Liability Cyber Security Liability Section 2: Account Management Services A. General Services • Complete 4 claims reviews by 11/30/2021. • 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 to Willis Towers Watson. • 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. • Claims Advocacy as needed. B. Consulting Services on Other Lines of Coverage 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 DocuSign Envelope ID: 11FC0F9D-342B-4724-BDDD-F1A966159538