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HomeMy WebLinkAbout2025-723-E-Risk Mgr-Alliant Insurance Services-Broker ServicesRevised 01/24 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this __3_ day of ________December____, 2025___ by and between ORANGE COUNTY (hereinafter referred to as “County”) and _______________ (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated ____12/1/2021__________, (hereinafter the “Original Agreement”), for the provision of services for ____Broker Services____________; and 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 _____12/1/2026_________. 2. Exhibit ____ to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: 3. Article _5__, Section __a__ is amended to reflect a maximum payable not-to-exceed amount of _______62,500_________. 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 ______________________________ __________________________________ County Manager Mark Goode Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Alliant Insurance Services, INC Vendor Contact Person: Keith Brown Phone: 704-516-9432 Address: 227W. Trade Street, St. 1930 City Charolette State: NC Zip: 28202 Department: HR & Risk Amount: $62,500 Purpose: Broker Services Budget Code(s): 10-20-250-2501-20-00-630000- Contract Services Vendor # 67386 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 12/1/2024 End Date 12/1/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 12/3/2025 12/3/2025 12/4/2025 12/4/2025 BROKER SERVICES AGREEMENT between Alliant Insurance Services, Inc. and Orange County, North Carolina I. PARTIES. The PARTIES to this BROKER SERVICES AGREEMENT are Orange County, North Carolina (CLIENT) and Alliant Insurance Services, Inc. (ALLIANT). II. AGREEMENT. In consideration of the payments and covenants specified in this AGREEMENT, ALLIANT shall perform the SERVICES described herein. III. DEFINITIONS. When used throughout this AGREEMENT, capitalized terms, whether in the singular or in the plural form, shall have the meanings ascribed to them at their first occurrence. In addition, the following terms, when capitalized, whether in the singular or in the plural form, shall have the meanings set forth below: A. ALLIANT – Alliant Insurance Services, Inc. B. CLIENT – Orange County, North Carolina C. AGREEMENT – This Broker Services Agreement, its addendums, exhibits, and/or attachments, and any written changes that are agreed upon by the PARTIES. D. COMPENSATION – Remuneration paid to ALLIANT as consideration for its SERVICES performed under this AGREEMENT, which shall be in the form of either a FEE and/or COMMISSION. E. FEE – Annual or interim remuneration paid by CLIENT directly to ALLIANT for SERVICES in connection with the categories or risk and insurance identified in Addendum A (does not include COMMISSION). F. COMMISSION – Remuneration paid by CLIENT’S insurance carriers (or excess pools) directly to ALLIANT in connection with ALLIANT’s placement of insurance for CLIENT. G. PARTY – CLIENT or ALLIANT. Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 H. PROGRAM – The categories of risk and insurance placed on behalf of CLIENT and SERVICES provided under the scope of this AGREEMENT and listed in Addendum A. I. SERVICES – Any and all obligations of ALLIANT to be performed pursuant to Article IV of this AGREEMENT. J. CONFIDENTIAL INFORMATION – Information considered by its owner to be confidential, proprietary and/or trade secret including, without limitation, client information, data, recommendations, proposals, reports and similar information, and work product. K. DISCLOSING PARTY – The party disclosing CONFIDENTIAL INFORMATION under this AGREEMENT. L. RECIPIENT PARTY – The party receiving CONFIDENTIAL INFORMATION under this AGREEMENT. M. KEY PERSONNEL – Those individuals on the account service team, designated in the attached Addendum B, who are responsible for ALLIANT’S role provided for under the Section IV, SCOPE OF SERVICE. IV. SCOPE OF SERVICES. Upon CLIENT’S request, ALLIANT shall perform the following SERVICES for the categories of risk and insurance identified in the attached Addendum A: A. Develop and recommend insurance and other risk financing or loss funding PROGRAMS, techniques, and methods. B. Assist client in developing underwriting information. Structure offerings to insurers and secure, when reasonably available, a PROGRAM as desired by CLIENT with financially acceptable insurance companies, or other pooling programs providing the balance of coverage scope, cost, and services selected by the CLIENT. C. Negotiate and review insurance wording for PROGRAM contracts to meet the specific needs of CLIENT. D. Review marketing plan with CLIENT prior to approaching insurers on any PROGRAM. E. Review insurance policies, binders, certificates, and other documents related to the PROGRAM for accuracy and obtain revisions in such documents when needed. F. Monitor the PROGRAM to assure its continuing balance of coverage scope, Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 cost, service, and stability. G. Provide additional broker services as agreed upon by the PARTIES. H. ALLIANT’S goal is to procure insurance for CLIENT with underwriters possessing the financial strength to perform. To that end, ALLIANT regularly reviews publicly available information concerning an underwriter’s financial condition. ALLIANT does not, however, guarantee the solvency of any underwriters with which insurance or reinsurance is placed and CLIENT recognizes and agrees that ALLIANT maintains no responsibility for any loss or damage occasioned by reason of the financial failure or insolvency of any insurer. ALLIANT encourages CLIENT to review the publicly available information collected by ALLIANT to enable CLIENT to make the ultimate decision of accepting or rejecting a particular underwriter. I. Deliver binders or other evidences of insurance after the placement of any insurance under the PROGRAM to be effective until such time as the policy or policies for the placement are received by CLIENT from the insurance carriers. Such binders shall be signed by an authorized agent or employee of the insurance carrier. J. ALLIANT shall use best efforts to secure a correct policy or policies of any insurance under the PROGRAM. K. ALLIANT shall not be responsible for the failure of CLIENT to make premium payments. V. COMPENSATION A. Annual Fee. As compensation for the SERVICES, CLIENT shall pay to ALLIANT $62,500 per year for the December 1, 2025- November 30, 2026, Any mutually agreed extensions to this AGREEMENT shall include negotiation of the FEE prior to the expiration of the then current term. Changes in SERVICES. The FEE is subject to adjustment if CLIENT creates a new PROGRAM other than those listed in Addendum A, requests a change in SERVICES or if the CLIENT’s size or organization changes to alter the time involved in the SERVICES. Tasks or functions that are not presently included in the SERVICES may be available on a “per service basis” for a separate fee. Early Cancellation. If this AGREEMENT is terminated or canceled mid-year, and within the first three hundred (300) days of the PROGRAM year, then the FEE shall be prorated with a minimum of twenty-five percent (25%) deemed earned. The FEE shall be deemed fully earned if termination occurs after three hundred one (301) days of the PROGRAM year. In the event of a mid-term termination of this AGREEMENT by either PARTY, all excess COMPENSATION will be Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 paid to CLIENT within sixty (60) days of the date of termination. 1. Payment. The annual FEE for each applicable policy year shall be paid in quarterly installments, with $15,625 (25%) due on January 1st, April 1st, July 1st, and October 1st for each year during the term. 2. Fee Reduction. When marketing and placing insurance under this AGREEMENT, ALLIANT will request all carriers to quote premiums net of commissions. The PARTIES acknowledge that when premiums are not rendered net of commissions, the premium total includes broker commissions, all of which is paid by CLIENT. In such case, the carrier will pass the commission portion of the premium to ALLIANT as compensation for its broker services. If any of CLIENT’S premiums include commissions and, as a result, ALLIANT receives COMMISSIONS in addition to the FEE, ALLIANT shall reduce the FEE for the relevant period by the amount of COMMISSIONS it received that period so as to avoid overpayment by CLIENT (“REDUCED FEE”). Notwithstanding the above, the FEE shall not be reduced to an amount below zero. If CLIENT paid part or all of the FEE before ALLIANT received the COMMISSIONS, ALLIANT will return to CLIENT any amounts it paid over the REDUCED FEE. If COMMISSIONS exceed the FEE, ALLIANT will not return or give the excess amount to CLIENT. B. Commissions. COMMISSIONS shall be collected as agreed by both PARTIES in writing. C. Revenue from Pool or JPA membership. Revenue Alliant may receive for placing reinsurance or excess insurance for a pool or a joint power authority shall not be considered compensation paid by the CLIENT when the CLIENT participates in a pool or joint power authority placement. D. Disclosures. 1. Exclusions. COMMISSIONS for Notary and Fidelity Bonds are not included in the annual FEE or COMPENSATION. 2. Transparency and Disclosure. During the time of this AGREEMENT, ALLIANT will, upon request, disclose COMMISSIONS received by ALLIANT, where possible, in connection with any insurance placements on behalf of CLIENT under ALLIANT’S “Transparency and Disclosure” policy, a copy of which is made available upon request. Pursuant to its policy, ALLIANT will conduct business in conformance with all applicable insurance regulations and in advancement of the best interests of its clients. In addition, ALLIANT’S conflict of interest policy precludes it from accepting any form of broker incentives that would result in business being placed with carriers in conflict with the interests of ALLIANT’S clients. Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 3. Other Alliant Services. (a) Alliant Specialty Insurance Services (ASIS). In addition to the COMPENSATION that ALLIANT receives, its related entity, Alliant Specialty Insurance Services (ASIS) and its underwriting operations, Alliant Underwriting Services (AUS), may receive compensation from ALLIANT and/or carriers for providing underwriting services. The financial impact of the compensation received by ASIS is a cost included in the premium. Compensation received by ASIS will be disclosed in writing to CLIENT and is agreed to by CLIENT as part of the premium. CLIENT further acknowledges that ALLIANT and ASIS maintain an arm’s length relationship. CLIENT understands that while ALLIANT represents CLIENT as an individual entity, ASIS independently administers its program as a whole and not on behalf of any particular member. (b) Alliant Business Services (ABS). Additionally, ALLIANT’S internal operating group, Alliant Business Services (ABS), may receive compensation from ALLIANT and/or carriers for providing designated, value-added services. Services contracted for by the CLIENT directly will be invoiced accordingly. Otherwise, services will be provided at the expense of ALLIANT and/or the carrier. VI. TAXES & FEES, THIRD PARTY BROKERS AND INDIRECT INCOME. A. Surplus Lines Fees and Taxes. In certain circumstances, placement of insurance services made by ALLIANT on behalf of CLIENT, with the prior approval of CLIENT, may require the payment of surplus lines assessments, taxes, and/or fees to state regulators, boards, and associations. Such assessments, taxes, and/or fees will be charged to CLIENT and identified separately on invoices covering these placements. CLIENT shall be responsible for all such assessments, taxes, and fees, whether or not separately invoiced. ALLIANT shall not be responsible for the payment of any such fees, taxes, or assessments, except to the extent such fees, taxes or assessments have already been collected from CLIENT. B. Third Party Brokers. ALLIANT may determine from time to time that it is necessary or appropriate to utilize the services of third party brokers (such as surplus lines brokers, underwriting managers, London market brokers, and reinsurance brokers) to assist in marketing the CLIENT insurance PROGRAM. Subject to the provisions herein, these third party brokers may be affiliates of ALLIANT (e.g., other companies of ALLIANT that provide services other than those included within the SCOPE OF SERVICES of this AGREEMENT), or may be unrelated third party brokers. Compensation to such third party brokers will not be part of ALLIANT’S FEE. C. Indirect Income. “INDIRECT INCOME” means insurance carrier contingency arrangements. ALLIANT will accept these compensation Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 incentives from insurers, if any, including contingent commissions, market service agreements (MSA), volume-based commission incentives and rebates on business placed on behalf of CLIENT within the SCOPE OF SERVICES of this AGREEMENT. The parties acknowledge that ALLIANT producers who solicit, negotiate, or place insurance products, or services for clients, including CLIENT, do not negotiate indirect income agreements with the carriers, nor do they receive any portion of the indirect income paid to ALLIANT. Nonetheless, the client may opt-out of having its premiums included in the calculation of indirect income by accessing the “opt-out” form from the link on Alliant’s website: http://www.alliant.com/Legal-Notices/Pages/Disclosure-Policy.aspx. The “opt out” provision applies only to those accounts served directly by ALLIANT as a retail agent or broker. It does not apply to account placements for which ALLIANT’s role is that of a wholesaler, MGA, or program administrator working with non-ALLIANT brokers who represent the client. The parties acknowledge that indirect income, if any, is determined by insurance carriers, and if the CLIENT does not opt-out, it remains the carriers’ exclusive decision to include or exclude certain premiums in any calculation. The availability of information regarding the make-up of any indirect income payment is at the carrier’s discretion. D. Premium Financing. Upon CLIENT’S request, ALLIANT may provide CLIENT with assistance in obtaining a premium finance agreement with third party financing company. In some cases, the financing company may pay ALLIANT a fee for the placements facilitated by ALLIANT. VII. PERSONNEL. ALLIANT agrees KEY PERSONNEL as listed in Addendum B will be responsible for performance of the SERVICES described herein. Should such personnel become unavailable to perform SERVICES for CLIENT, ALLIANT agrees to replace, as soon as practicable but not to exceed 30 days, such personnel with individual(s) of comparable skills and experience as determined by ALLIANT’S evaluation and subject to CLIENT’S right of reasonable refusal. VIII. OBLIGATIONS OF CLIENT. CLIENT will cooperate with ALLIANT in the performance of ALLIANT’S duties by providing complete and accurate information as to CLIENT’S loss experience, risk exposures, and any other pertinent information that ALLIANT requests. CLIENT shall promptly review coverage documents concerning the PROGRAMS delivered by ALLIANT for consistency with CLIENT’S specifications. In addition, CLIENT shall have the responsibility to keep record of and immediately report significant changes in exposures, loss-related data, and/or any other material changes to ALLIANT. This reporting must be memorialized in writing and delivered to ALLIANT in accordance with the notice provisions below. Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 IX. CONFIDENTIALITY. A. Confidential Information. The services and work product exchanged by the PARTIES under this AGREEMENT are to be used exclusively to carry out the terms, conditions, and purposes set forth herein. The PARTIES acknowledge that during the term of this AGREEMENT, they may each exchange CONFIDENTIAL INFORMATION. Except as otherwise provided herein or as required by applicable law, the PARTIES understand and agree that they will not distribute, use, or rely upon CONFIDENTIAL INFORMATION received from the other without the permission of the DISCLOSING PARTY. 1. Ownership. Except as otherwise provided in this AGREEMENT, CONFIDENTIAL INFORMATION is and remains the absolute and exclusive property of the DISCLOSING PARTY and/or its affiliates, and is its unique and variable asset. Unless otherwise authorized by this AGREEMENT, no copies of CONFIDENTIAL INFORMATION shall be made without the written permission of the DISCLOSING PARTY. The PARTIES agree that, except as otherwise provided herein, they will not directly or indirectly communicate, divulge, or otherwise disclose any of the other’s CONFIDENTIAL INFORMATION to any unauthorized person, firm, or corporation, and shall prevent, to the best of their ability, the unauthorized disclosure of such CONFIDENTIAL INFORMATION to others. 2. Exclusions. The following types of information shall not be considered confidential: (a) Information in the public domain or that becomes a part of the public domain, other than as a result of a breach of the confidentiality provisions of this AGREEMENT; (b) Information that is independently developed by either PARTY as demonstrated by the PARTY’S records; (c) Any item or data forming part of the CONFIDENTIAL INFORMATION that is lawfully known by the RECIPIENT PARTY, without any obligation of confidentiality or other restriction on use or disclosure, prior to the provision of such information by DISCLOSING PARTY; or (d) Information that is disclosed by a third party whom the RECIPIENT PARTY has no reason to believe has any confidentiality or fiduciary obligation to the owner of such information. B. Legal Process of Compulsion. Either PARTY is entitled to release CONFIDENTIAL INFORMATION as required to prosecute or defend any claim under this AGREEMENT; provided however, that the PARTY seeking to enforce this AGREEMENT shall take all reasonable steps Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 necessary to avoid disclosing CONFIDENTIAL INFORMATION, including filing documents and papers under seal. A RECIPIENT PARTY may disclose CONFIDENTIAL INFORMATION pursuant to a valid order of a court or governmental agency with proper jurisdiction, or if such disclosure is required by law or regulation provided that the information is disclosed only to the minimum extent necessary, and provided that, to the extent allowed by law, the releasing PARTY shall give DISCLOSING PARTY sufficient advance notice so that it may seek a protective order or employ other lawful means to avoid or limit disclosure. C. Reasonable Efforts. The PARTIES agree to employ reasonable and customary business practices to protect and secure CONFIDENTIAL INFORMATION from unauthorized release or distribution and to limit access and usage of such information to those employees, officers, agents, and representatives (collective, “REPRESENTATIVES”) who have a legitimate need to know in order to provide the products and SERVICES under this AGREEMENT. The PARTIES further agree that those employees, officers, agents, and representatives who are privy to CONFIDENTIAL INFORMATION shall be informed about the confidential nature of the information and required to maintain its confidentiality as provided under this AGREEMENT. The RECIPIENT PARTY shall remain liable for any breach of this AGREEMENT by any of its REPRESENTATIVES. D. Return of Confidential Information. Upon termination of this Agreement, or earlier upon the DISCLOSING PARTY's request, the RECIPIENT PARTY shall promptly return all of DISCLOSING PARTY’s Confidential Information, including all copies, that was received in a non-electronic form, and shall destroy all information received electronically. Upon termination of this Agreement, a RECIPIENT PARTY shall promptly return all of DISCLOSING PARTY’s Confidential Information, including all copies, that was received in a non-electronic form, and will destroy all information received electronically. Notwithstanding anything to the contrary herein, and subject to the confidentiality obligations herein, a RECIPIENT PARTY may retain on a confidential basis copies of DISCLOSING PARTY’s Confidential Information in order to comply with legal or regulatory requirements, as well as any and all (A) emails and any attachments contained in such emails, and (B) any electronic files, each of which are automatically saved pursuant to legal or regulatory requirements. E. Survival. The PARTIES agree that the obligations contained in this section shall survive the termination of this AGREEMENT, for a period of two (2) years, or longer to the extent required by law. Nothing in this section limits or otherwise diminishes the protections afforded to trade secret information or otherwise conferred by applicable law. Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 X. TERM. The term of this AGREEMENT shall be effective from 12/1/2025 and ending 12:01 a.m. 12/1/2026 unless cancelled pursuant to termination provisions set forth herein. XI. TERMINATION. This AGREEMENT may be cancelled by either PARTY any time upon seven (7) days’ advance written notice delivered or mailed to the other PARTY in accordance with the notice provisions set forth herein. In the event of termination or expiration of this AGREEMENT, ALLIANT will provide CLIENT with reasonable assistance in arranging a smooth transition to another broker. Except for this transition assistance, ALLIANT’S obligation to provide SERVICES to CLIENT will cease at 12:01 a.m. upon the effective date of termination or expiration. XII. NONASSIGNABLE. This AGREEMENT is binding upon the PARTIES hereto and their respective successors by merger, sale, consolidation, or reorganization. This AGREEMENT may not be assigned or delegated without prior written consent of the other PARTY, except that consent shall not be required in the case of a merger, consolidation, or sale of substantially all of a PARTY’s assets. XIII. MATERIAL CHANGE. In the event that CLIENT operations change substantially by merger, acquisition, expansion, or other material change, thus changing the scope and nature of exposures, losses, and/or insurance program(s), the PARTIES will negotiate in good faith to revise this AGREEMENT’S compensation arrangement as appropriate. It is agreed and understood that a material change shall include a change in existing coverage or limits, and/or lines of coverage. XIV. RELATIONSHIP OF THE PARTIES. At all times and for all purposes, the relationship between the PARTIES is intended to be that of independent contractors and there is no intent to create a joint venture relationship, and any person representing ALLIANT, shall be an independent contractor to CLIENT, and the AGREEMENT shall not in any way be construed as a contract of employment between CLIENT and ALLIANT’S agents. In addition, the PARTIES agree that, except as otherwise provided herein, CLIENT shall not be obligated for any expense incurred by ALLIANT in rendering SERVICES, or by engaging in any other transaction or conduct arising out of this AGREEMENT.\ Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 XV. OWNERSHIP OF BOOKS AND RECORDS. The PARTIES shall each maintain normal business records related to all business generated under this AGREEMENT. Upon reasonable request, and subject to the confidentiality provisions set forth herein, the PARTIES may each obtain from the other copies of all policyholder documents, including but not limited to policies, binders, certificates, endorsements, underwriting submissions/applications, and loss data in the other’s possession, custody, or control with respect to all business generated under this AGREEMENT. XVI. NOTICE. All notices, requests, and other communications given under this AGREEMENT, shall be in writing and deemed duly given: (a) when delivered personally to the recipient; (b) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid); (c) five (5) business days after being sent by U.S. certified mail (charges prepaid); or (d) one (1) business day after being sent to the recipient by fax or email transmission. Except as otherwise provided herein, all notices, requests or communications under this AGREEMENT shall be addressed to the intended recipient as set forth below: To CLIENT: To ALLIANT: Attn: Melissa Tegeder Attn: Keith Brown 131 W. Margaret St 227 West Trade St 3rd floor Ste 1930 Hillsborough, NC 27278 Charlotte, NC 28202 with a copy to: Alliant Insurance Services, Inc. Attn: General Counsel 701 B Street, 6th Floor San Diego, CA 92101 Attn: General Counsel XVII. WAIVER. No provision of this AGREEMENT shall be considered waived, unless such waiver is in writing and signed by the PARTY that benefits from the enforcement of such provision. No waiver of any provision in this AGREEMENT, however, shall be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of this AGREEMENT shall not in any way affect, limit, or waive a PARTY'S right under this AGREEMENT at any time to enforce strict compliance thereafter with every term and condition of this AGREEMENT. Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 XVIII. ENTIRE AGREEMENT MODIFICATION. This AGREEMENT contains the entire agreement between the PARTIES and supersedes and replaces all previous agreements or contracts on the subject matter described herein. The AGREEMENT may be modified only by a written amendment signed by authorized representatives of both PARTIES. XIX. SEVERABILITY. If any term, covenant, condition, or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. XX. APPLICABLE LAW. This AGREEMENT has been executed and delivered in the State of North Carolina, and the validity, enforceability, and interpretation of any of its provisions shall be determined and governed by the applicable laws of this state, without regard to any conflict of law provisions. XXI. DISPUTE RESOLUTION. Any dispute arising under the terms of this AGREEMENT that is not resolved within a reasonable period of time by authorized representatives of the PARTIES shall be brought to the attention of the Chief Executive Officer (or designated representative) of ALLIANT and the Chair (or designee) of the CLIENT for joint resolution. At the request of either PARTY, the CLIENT shall provide a forum for discussion of the disputed item(s). If resolution of the dispute through these means is pursued without success and upon the PARTIES’ mutual agreement, such dispute may be submitted to final and binding arbitration, or either PARTY may elect to and pursue any rights and remedies by legal action. In any dispute arising out of or under the terms of this AGREEMENT, the prevailing PARTY shall be entitled to recover its legal fees and costs from the other PARTY to the extent allowed by applicable law. Any such arbitration or legal action shall be venued in Charlotte, North Carolina, unless the PARTIES mutually agree in writing to another location. Despite an unresolved dispute, ALLIANT shall continue without delay to perform its responsibilities under this AGREEMENT. ALLIANT shall keep accurate records of its SERVICES in order to document the extent of its SERVICES under this AGREEMENT. Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 ______________ XXII. HEADINGS AND CONSTRUCTION. The PARTIES agree that the headings and sections of this AGREEMENT are used for convenience only and shall not be used to interpret the provisions herein. The PARTIES also agree that the terms of this AGREEMENT were jointly negotiated and each has had an opportunity to review and discuss each provision with legal counsel, to the extent desired. Therefore, the normal rule of construction that construes any ambiguities against the drafting party shall not be employed in the interpretation of this AGREEMENT. SO AGREED. Orange County, North Carolina Alliant Insurance Services, Inc. By: By:__________________________ Mark Goode Title: Title: Sr. Executive VP & Managing Director Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 County Manager ADDENDUM A ALLIANT agrees to provide SERVICES for the following PROGRAMS of CLIENT: 1. Storage Tank Liability 2. Pollution Liability 3. Cyber Liability 4. Flood Coverage 5. Business Auto (AL & PD) 6. Crime 7. Fine Arts Coverage 8. Package: General Liability, Employers Benefit Liability, Employee practices liability Public Officials Liability Law enforcement liability 9. Property/IM package 10. Umbrella liability 11. Workers Comp Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 ADDENDUM B Team Coordinator * Keith Brown Account Manager * Ben Propst Client Executive * Meghan Gillin Claims Services Risk Control Cyber *Brian Patterson *Julie Waller *Felipe Garcia Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 BROKER SERVICES AGREEMENT between Alliant Insurance Services, Inc. and Orange County, North Carolina I. PARTIES. The PARTIES to this BROKER SERVICES AGREEMENT are Orange County, North Carolina (CLIENT) and Alliant Insurance Services, Inc. (ALLIANT). II. AGREEMENT. In consideration of the payments and covenants specified in this AGREEMENT, ALLIANT shall perform the SERVICES described herein. III. DEFINITIONS. When used throughout this AGREEMENT, capitalized terms, whether in the singular or in the plural form, shall have the meanings ascribed to them at their first occurrence. In addition, the following terms, when capitalized, whether in the singular or in the plural form, shall have the meanings set forth below: A. ALLIANT – Alliant Insurance Services, Inc. B. CLIENT – Orange County, North Carolina C. AGREEMENT – This Broker Services Agreement, its addendums, exhibits, and/or attachments, and any written changes that are agreed upon by the PARTIES. D. COMPENSATION – Remuneration paid to ALLIANT as consideration for its SERVICES performed under this AGREEMENT, which shall be in the form of either a FEE and/or COMMISSION. E. FEE – Annual or interim remuneration paid by CLIENT directly to ALLIANT for SERVICES in connection with the categories or risk and insurance identified in Addendum A (does not include COMMISSION). F. COMMISSION – Remuneration paid by CLIENT’S insurance carriers (or excess pools) directly to ALLIANT in connection with ALLIANT’s placement of insurance for CLIENT. G. PARTY – CLIENT or ALLIANT. Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 H. PROGRAM – The categories of risk and insurance placed on behalf of CLIENT and SERVICES provided under the scope of this AGREEMENT and listed in Addendum A. I. SERVICES – Any and all obligations of ALLIANT to be performed pursuant to Article IV of this AGREEMENT. J. CONFIDENTIAL INFORMATION – Information considered by its owner to be confidential, proprietary and/or trade secret including, without limitation, client information, data, recommendations, proposals, reports and similar information, and work product. K. DISCLOSING PARTY – The party disclosing CONFIDENTIAL INFORMATION under this AGREEMENT. L. RECIPIENT PARTY – The party receiving CONFIDENTIAL INFORMATION under this AGREEMENT. M. KEY PERSONNEL – Those individuals on the account service team, designated in the attached Addendum B, who are responsible for ALLIANT’S role provided for under the Section IV, SCOPE OF SERVICE. IV. SCOPE OF SERVICES . Upon CLIENT’S request, ALLIANT shall perform the following SERVICES for the categories of risk and insurance identified in the attached Addendum A: A. Develop and recommend insurance and other risk financing or loss funding PROGRAMS, techniques, and methods. B. Assist client in developing underwriting information. Structure offerings to insurers and secure, when reasonably available, a PROGRAM as desired by CLIENT with financially acceptable insurance companies, or other pooling programs providing the balance of coverage scope, cost, and services selected by the CLIENT. C. Negotiate and review insurance wording for PROGRAM contracts to meet the specific needs of CLIENT. D. Review marketing plan with CLIENT prior to approaching insurers on any PROGRAM. E. Review insurance policies, binders, certificates, and other documents related to the PROGRAM for accuracy and obtain revisions in such documents when needed. F. Monitor the PROGRAM to assure its continuing balance of coverage scope, Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 cost, service, and stability. G. Provide additional broker services as agreed upon by the PARTIES. H. ALLIANT’S goal is to procure insurance for CLIENT with underwriters possessing the financial strength to perform. To that end, ALLIANT regularly reviews publicly available information concerning an underwriter’s financial condition. ALLIANT does not, however, guarantee the solvency of any underwriters with which insurance or reinsurance is placed and CLIENT recognizes and agrees that ALLIANT maintains no responsibility for any loss or damage occasioned by reason of the financial failure or insolvency of any insurer. ALLIANT encourages CLIENT to review the publicly available information collected by ALLIANT to enable CLIENT to make the ultimate decision of accepting or rejecting a particular underwriter. I. Deliver binders or other evidences of insurance after the placement of any insurance under the PROGRAM to be effective until such time as the policy or policies for the placement are received by CLIENT from the insurance carriers. Such binders shall be signed by an authorized agent or employee of the insurance carrier. J. ALLIANT shall use best efforts to secure a correct policy or policies of any insurance under the PROGRAM. K. ALLIANT shall not be responsible for the failure of CLIENT to make premium payments. V. COMPENSATION A. Annual Fee. As compensation for the SERVICES, CLIENT shall pay to ALLIANT $62,500 per year for the December 1, 2024- November 30, 2025, Any mutually agreed extensions to this AGREEMENT shall include negotiation of the FEE prior to the expiration of the then current term. Changes in SERVICES. The FEE is subject to adjustment if CLIENT creates a new PROGRAM other than those listed in Addendum A, requests a change in SERVICES or if the CLIENT’s size or organization changes to alter the time involved in the SERVICES. Tasks or functions that are not presently included in the SERVICES may be available on a “per service basis” for a separate fee. Early Cancellation. If this AGREEMENT is terminated or canceled mid-year, and within the first three hundred (300) days of the PROGRAM year, then the FEE shall be prorated with a minimum of twenty-five percent (25%) deemed earned. The FEE shall be deemed fully earned if termination occurs after three hundred one (301) days of the PROGRAM year. In the event of a mid-term termination of this AGREEMENT by either PARTY, all excess COMPENSATION will be Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 paid to CLIENT within sixty (60) days of the date of termination. 1. Payment. The annual FEE for each applicable policy year shall be paid in quarterly installments, with $15,625 (25%) due on January 1st, April 1st, July 1st, and October 1st for each year during the term. 2. Fee Reduction. When marketing and placing insurance under this AGREEMENT, ALLIANT will request all carriers to quote premiums net of commissions. The PARTIES acknowledge that when premiums are not rendered net of commissions, the premium total includes broker commissions, all of which is paid by CLIENT. In such case, the carrier will pass the commission portion of the premium to ALLIANT as compensation for its broker services. If any of CLIENT’S premiums include commissions and, as a result, ALLIANT receives COMMISSIONS in addition to the FEE, ALLIANT shall reduce the FEE for the relevant period by the amount of COMMISSIONS it received that period so as to avoid overpayment by CLIENT (“REDUCED FEE”). Notwithstanding the above, the FEE shall not be reduced to an amount below zero. If CLIENT paid part or all of the FEE before ALLIANT received the COMMISSIONS, ALLIANT will return to CLIENT any amounts it paid over the REDUCED FEE. If COMMISSIONS exceed the FEE, ALLIANT will not return or give the excess amount to CLIENT. B. Commissions. COMMISSIONS shall be collected as agreed by both PARTIES in writing. C. Revenue from Pool or JPA membership. Revenue Alliant may receive for placing reinsurance or excess insurance for a pool or a joint power authority shall not be considered compensation paid by the CLIENT when the CLIENT participates in a pool or joint power authority placement. D. Disclosures. 1. Exclusions. COMMISSIONS for Notary and Fidelity Bonds are not included in the annual FEE or COMPENSATION. 2. Transparency and Disclosure. During the time of this AGREEMENT, ALLIANT will, upon request, disclose COMMISSIONS received by ALLIANT, where possible, in connection with any insurance placements on behalf of CLIENT under ALLIANT’S “Transparency and Disclosure” policy, a copy of which is made available upon request. Pursuant to its policy, ALLIANT will conduct business in conformance with all applicable insurance regulations and in advancement of the best interests of its clients. In addition, ALLIANT’S conflict of interest policy precludes it from accepting any form of broker incentives that would result in business being placed with carriers in conflict with the interests of ALLIANT’S clients. Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 3. Other Alliant Services. (a) Alliant Specialty Insurance Services (ASIS). In addition to the COMPENSATION that ALLIANT receives, its related entity, Alliant Specialty Insurance Services (ASIS) and its underwriting operations, Alliant Underwriting Services (AUS), may receive compensation from ALLIANT and/or carriers for providing underwriting services. The financial impact of the compensation received by ASIS is a cost included in the premium. Compensation received by ASIS will be disclosed in writing to CLIENT and is agreed to by CLIENT as part of the premium. CLIENT further acknowledges that ALLIANT and ASIS maintain an arm’s length relationship. CLIENT understands that while ALLIANT represents CLIENT as an individual entity, ASIS independently administers its program as a whole and not on behalf of any particular member. (b) Alliant Business Services (ABS). Additionally, ALLIANT’S internal operating group, Alliant Business Services (ABS), may receive compensation from ALLIANT and/or carriers for providing designated, value-added services. Services contracted for by the CLIENT directly will be invoiced accordingly. Otherwise, services will be provided at the expense of ALLIANT and/or the carrier. VI. TAXES & FEES, THIRD PARTY BROKERS AND INDIRECT INCOME. A. Surplus Lines Fees and Taxes. In certain circumstances, placement of insurance services made by ALLIANT on behalf of CLIENT, with the prior approval of CLIENT, may require the payment of surplus lines assessments, taxes, and/or fees to state regulators, boards, and associations. Such assessments, taxes, and/or fees will be charged to CLIENT and identified separately on invoices covering these placements. CLIENT shall be responsible for all such assessments, taxes, and fees, whether or not separately invoiced. ALLIANT shall not be responsible for the payment of any such fees, taxes, or assessments, except to the extent such fees, taxes or assessments have already been collected from CLIENT. B. Third Party Brokers. ALLIANT may determine from time to time that it is necessary or appropriate to utilize the services of third party brokers (such as surplus lines brokers, underwriting managers, London market brokers, and reinsurance brokers) to assist in marketing the CLIENT insurance PROGRAM. Subject to the provisions herein, these third party brokers may be affiliates of ALLIANT (e.g., other companies of ALLIANT that provide services other than those included within the SCOPE OF SERVICES of this AGREEMENT), or may be unrelated third party brokers. Compensation to such third party brokers will not be part of ALLIANT’S FEE. C. Indirect Income. “INDIRECT INCOME” means insurance carrier contingency arrangements. ALLIANT will accept these compensation Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 incentives from insurers, if any, including contingent commissions, market service agreements (MSA), volume-based commission incentives and rebates on business placed on behalf of CLIENT within the SCOPE OF SERVICES of this AGREEMENT. The parties acknowledge that ALLIANT producers who solicit, negotiate, or place insurance products, or services for clients, including CLIENT, do not negotiate indirect income agreements with the carriers, nor do they receive any portion of the indirect income paid to ALLIANT. Nonetheless, the client may opt-out of having its premiums included in the calculation of indirect income by accessing the “opt-out” form from the link on Alliant’s website: http://www.alliant.com/Legal-Notices/Pages/Disclosure-Policy.aspx. The “opt out” provision applies only to those accounts served directly by ALLIANT as a retail agent or broker. It does not apply to account placements for which ALLIANT’s role is that of a wholesaler, MGA, or program administrator working with non-ALLIANT brokers who represent the client. The parties acknowledge that indirect income, if any, is determined by insurance carriers, and if the CLIENT does not opt-out, it remains the carriers’ exclusive decision to include or exclude certain premiums in any calculation. The availability of information regarding the make-up of any indirect income payment is at the carrier’s discretion. D. Premium Financing. Upon CLIENT’S request, ALLIANT may provide CLIENT with assistance in obtaining a premium finance agreement with third party financing company. In some cases, the financing company may pay ALLIANT a fee for the placements facilitated by ALLIANT. VII. PERSONNEL. ALLIANT agrees KEY PERSONNEL as listed in Addendum B will be responsible for performance of the SERVICES described herein. Should such personnel become unavailable to perform SERVICES for CLIENT, ALLIANT agrees to replace, as soon as practicable but not to exceed 30 days, such personnel with individual(s) of comparable skills and experience as determined by ALLIANT’S evaluation and subject to CLIENT’S right of reasonable refusal. VIII. OBLIGATIONS OF CLIENT. CLIENT will cooperate with ALLIANT in the performance of ALLIANT’S duties by providing complete and accurate information as to CLIENT’S loss experience, risk exposures, and any other pertinent information that ALLIANT requests. CLIENT shall promptly review coverage documents concerning the PROGRAMS delivered by ALLIANT for consistency with CLIENT’S specifications. In addition, CLIENT shall have the responsibility to keep record of and immediately report significant changes in exposures, loss-related data, and/or any other material changes to ALLIANT. This reporting must be memorialized in writing and delivered to ALLIANT in accordance with the notice provisions below. Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 IX. CONFIDENTIALITY. A. Confidential Information. The services and work product exchanged by the PARTIES under this AGREEMENT are to be used exclusively to carry out the terms, conditions, and purposes set forth herein. The PARTIES acknowledge that during the term of this AGREEMENT, they may each exchange CONFIDENTIAL INFORMATION. Except as otherwise provided herein or as required by applicable law, the PARTIES understand and agree that they will not distribute, use, or rely upon CONFIDENTIAL INFORMATION received from the other without the permission of the DISCLOSING PARTY. 1. Ownership. Except as otherwise provided in this AGREEMENT, CONFIDENTIAL INFORMATION is and remains the absolute and exclusive property of the DISCLOSING PARTY and/or its affiliates, and is its unique and variable asset. Unless otherwise authorized by this AGREEMENT, no copies of CONFIDENTIAL INFORMATION shall be made without the written permission of the DISCLOSING PARTY. The PARTIES agree that, except as otherwise provided herein, they will not directly or indirectly communicate, divulge, or otherwise disclose any of the other’s CONFIDENTIAL INFORMATION to any unauthorized person, firm, or corporation, and shall prevent, to the best of their ability, the unauthorized disclosure of such CONFIDENTIAL INFORMATION to others. 2. Exclusions. The following types of information shall not be considered confidential: (a) Information in the public domain or that becomes a part of the public domain, other than as a result of a breach of the confidentiality provisions of this AGREEMENT; (b) Information that is independently developed by either PARTY as demonstrated by the PARTY’S records; (c) Any item or data forming part of the CONFIDENTIAL INFORMATION that is lawfully known by the RECIPIENT PARTY, without any obligation of confidentiality or other restriction on use or disclosure, prior to the provision of such information by DISCLOSING PARTY; or (d) Information that is disclosed by a third party whom the RECIPIENT PARTY has no reason to believe has any confidentiality or fiduciary obligation to the owner of such information. B. Legal Process of Compulsion. Either PARTY is entitled to release CONFIDENTIAL INFORMATION as required to prosecute or defend any claim under this AGREEMENT; provided however, that the PARTY seeking to enforce this AGREEMENT shall take all reasonable steps Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 necessary to avoid disclosing CONFIDENTIAL INFORMATION, including filing documents and papers under seal. A RECIPIENT PARTY may disclose CONFIDENTIAL INFORMATION pursuant to a valid order of a court or governmental agency with proper jurisdiction, or if such disclosure is required by law or regulation provided that the information is disclosed only to the minimum extent necessary, and provided that, to the extent allowed by law, the releasing PARTY shall give DISCLOSING PARTY sufficient advance notice so that it may seek a protective order or employ other lawful means to avoid or limit disclosure. C. Reasonable Efforts. The PARTIES agree to employ reasonable and customary business practices to protect and secure CONFIDENTIAL INFORMATION from unauthorized release or distribution and to limit access and usage of such information to those employees, officers, agents, and representatives (collective, “REPRESENTATIVES”) who have a legitimate need to know in order to provide the products and SERVICES under this AGREEMENT. The PARTIES further agree that those employees, officers, agents, and representatives who are privy to CONFIDENTIAL INFORMATION shall be informed about the confidential nature of the information and required to maintain its confidentiality as provided under this AGREEMENT. The RECIPIENT PARTY shall remain liable for any breach of this AGREEMENT by any of its REPRESENTATIVES. D. Return of Confidential Information. Upon termination of this Agreement, or earlier upon the DISCLOSING PARTY's request, the RECIPIENT PARTY shall promptly return all of DISCLOSING PARTY’s Confidential Information, including all copies, that was received in a non-electronic form, and shall destroy all information received electronically. Upon termination of this Agreement, a RECIPIENT PARTY shall promptly return all of DISCLOSING PARTY’s Confidential Information, including all copies, that was received in a non-electronic form, and will destroy all information received electronically. Notwithstanding anything to the contrary herein, and subject to the confidentiality obligations herein, a RECIPIENT PARTY may retain on a confidential basis copies of DISCLOSING PARTY’s Confidential Information in order to comply with legal or regulatory requirements, as well as any and all (A) emails and any attachments contained in such emails, and (B) any electronic files, each of which are automatically saved pursuant to legal or regulatory requirements. E. Survival. The PARTIES agree that the obligations contained in this section shall survive the termination of this AGREEMENT, for a period of two (2) years, or longer to the extent required by law. Nothing in this section limits or otherwise diminishes the protections afforded to trade secret information or otherwise conferred by applicable law. Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 X. TERM. The term of this AGREEMENT shall be effective from 12/1/2024 and ending 12:01 a.m. 12/1/2025 unless cancelled pursuant to termination provisions set forth herein. XI. TERMINATION. This AGREEMENT may be cancelled by either PARTY any time upon seven (7) days’ advance written notice delivered or mailed to the other PARTY in accordance with the notice provisions set forth herein. In the event of termination or expiration of this AGREEMENT, ALLIANT will provide CLIENT with reasonable assistance in arranging a smooth transition to another broker. Except for this transition assistance, ALLIANT’S obligation to provide SERVICES to CLIENT will cease at 12:01 a.m. upon the effective date of termination or expiration. XII. NONASSIGNABLE. This AGREEMENT is binding upon the PARTIES hereto and their respective successors by merger, sale, consolidation, or reorganization. This AGREEMENT may not be assigned or delegated without prior written consent of the other PARTY, except that consent shall not be required in the case of a merger, consolidation, or sale of substantially all of a PARTY’s assets. XIII. MATERIAL CHANGE. In the event that CLIENT operations change substantially by merger, acquisition, expansion, or other material change, thus changing the scope and nature of exposures, losses, and/or insurance program(s), the PARTIES will negotiate in good faith to revise this AGREEMENT’S compensation arrangement as appropriate. It is agreed and understood that a material change shall include a change in existing coverage or limits, and/or lines of coverage. XIV. RELATIONSHIP OF THE PARTIES. At all times and for all purposes, the relationship between the PARTIES is intended to be that of independent contractors and there is no intent to create a joint venture relationship, and any person representing ALLIANT, shall be an independent contractor to CLIENT, and the AGREEMENT shall not in any way be construed as a contract of employment between CLIENT and ALLIANT’S agents. In addition, the PARTIES agree that, except as otherwise provided herein, CLIENT shall not be obligated for any expense incurred by ALLIANT in rendering SERVICES, or by engaging in any other transaction or conduct arising out of this AGREEMENT.\ Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 XV. OWNERSHIP OF BOOKS AND RECORDS. The PARTIES shall each maintain normal business records related to all business generated under this AGREEMENT. Upon reasonable request, and subject to the confidentiality provisions set forth herein, the PARTIES may each obtain from the other copies of all policyholder documents, including but not limited to policies, binders, certificates, endorsements, underwriting submissions/applications, and loss data in the other’s possession, custody, or control with respect to all business generated under this AGREEMENT. XVI. NOTICE. All notices, requests, and other communications given under this AGREEMENT, shall be in writing and deemed duly given: (a) when delivered personally to the recipient; (b) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid); (c) five (5) business days after being sent by U.S. certified mail (charges prepaid); or (d) one (1) business day after being sent to the recipient by fax or email transmission. Except as otherwise provided herein, all notices, requests or communications under this AGREEMENT shall be addressed to the intended recipient as set forth below: To CLIENT: To ALLIANT: Attn: Melissa Tegeder Attn: Keith Brown 131 W. Margaret St 227 West Trade St 3rd floor Ste 1930 Hillsborough, NC 27278 Charlotte, NC 28202 with a copy to: Alliant Insurance Services, Inc. Attn: General Counsel 701 B Street, 6th Floor San Diego, CA 92101 Attn: General Counsel XVII. WAIVER. No provision of this AGREEMENT shall be considered waived, unless such waiver is in writing and signed by the PARTY that benefits from the enforcement of such provision. No waiver of any provision in this AGREEMENT, however, shall be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of this AGREEMENT shall not in any way affect, limit, or waive a PARTY'S right under this AGREEMENT at any time to enforce strict compliance thereafter with every term and condition of this AGREEMENT. Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 XVIII. ENTIRE AGREEMENT MODIFICATION. This AGREEMENT contains the entire agreement between the PARTIES and supersedes and replaces all previous agreements or contracts on the subject matter described herein. The AGREEMENT may be modified only by a written amendment signed by authorized representatives of both PARTIES. XIX. SEVERABILITY. If any term, covenant, condition, or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. XX. APPLICABLE LAW. This AGREEMENT has been executed and delivered in the State of North Carolina, and the validity, enforceability, and interpretation of any of its provisions shall be determined and governed by the applicable laws of this state, without regard to any conflict of law provisions. XXI. DISPUTE RESOLUTION. Any dispute arising under the terms of this AGREEMENT that is not resolved within a reasonable period of time by authorized representatives of the PARTIES shall be brought to the attention of the Chief Executive Officer (or designated representative) of ALLIANT and the Chair (or designee) of the CLIENT for joint resolution. At the request of either PARTY, the CLIENT shall provide a forum for discussion of the disputed item(s). If resolution of the dispute through these means is pursued without success and upon the PARTIES’ mutual agreement, such dispute may be submitted to final and binding arbitration, or either PARTY may elect to and pursue any rights and remedies by legal action. In any dispute arising out of or under the terms of this AGREEMENT, the prevailing PARTY shall be entitled to recover its legal fees and costs from the other PARTY to the extent allowed by applicable law. Any such arbitration or legal action shall be venued in Charlotte, North Carolina, unless the PARTIES mutually agree in writing to another location. Despite an unresolved dispute, ALLIANT shall continue without delay to perform its responsibilities under this AGREEMENT. ALLIANT shall keep accurate records of its SERVICES in order to document the extent of its SERVICES under this AGREEMENT. Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 XXII. HEADINGS AND CONSTRUCTION. The PARTIES agree that the headings and sections of this AGREEMENT are used for convenience only and shall not be used to interpret the provisions herein. The PARTIES also agree that the terms of this AGREEMENT were jointly negotiated and each has had an opportunity to review and discuss each provision with legal counsel, to the extent desired. Therefore, the normal rule of construction that construes any ambiguities against the drafting party shall not be employed in the interpretation of this AGREEMENT. SO AGREED. Orange County, North Carolina Alliant Insurance Services, Inc. By: By:__________________________ Mark Goode Title: Title: Sr. Executive VP & Managing Director Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAE County Manager Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 ADDENDUM A ALLIANT agrees to provide SERVICES for the following PROGRAMS of CLIENT: 1. Storage Tank Liability 2. Pollution Liability 3. Cyber Liability 4. Flood Coverage 5. Business Auto (AL & PD) 6. Crime 7. Fine Arts Coverage 8. Package: General Liability, Employers Benefit Liability, Employee practices liability Public Officials Liability Law enforcement liability 9. Property/IM package 10. Umbrella liability 11. Workers Comp Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 ADDENDUM B Team Coordinator * Keith Brown Account Manager * Ben Propst Client Executive * Meghan Gillin Claims Services Risk Control Cyber *Brian Patterson *Julie Waller *Felipe Garcia Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAEDocusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/16/2025 (619) 238-1828 25615 Orange County, NC 300 West Tryon Street Hillsborough, NC 27278 25623 25674 44520 A 2,000,000 ZLP91N5373025PA 7/1/2025 7/1/2026 1,000,000 Excluded 2,000,000 2,000,000 2,000,000 1,000,000B H8106T107454PHX25 7/1/2025 7/1/2026 4,000,000C ZUP16P3255725PA 7/1/2025 7/1/2026 4,000,000 C UB5T76883625PAD 7/1/2025 7/1/2026 1,000,000 N 1,000,000 1,000,000 D Pollution Liability PLL115248 7/1/2025 Occurence/Aggregate 500,000 Cyber Coverage: Lloyd's Syndicate 2623/623 (Beazley Furlonge Limited) POLICY NUMBER: FN2511046 DATE: 07/01/2025 EXP DATE: 07/01/2026 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Cyber Limit 1,000,000 Evidence of Coverage only. Evidence of Coverage ORANCOU-50 ABOYARLA Charter Oak Fire Insurance Company Phoenix Insurance Company Travelers Property Casualty Company of America Crum & Forster Specialty Insurance Company 7/1/2026 X X X X X X X Alliant Insurance Services, Inc. 227 W. Trade Street, Suite 1930 Charlotte, NC 28202 Docusign Envelope ID: 5344FA1B-B5B0-48CE-ACD7-40602DEB8DE8