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#15-6426 (Willis of Florida)
AGREEMENT15-6426 for Group Insurance Actuarial and Brokerage Services THIS AGREEMENT, made and entered into on this aa"6( day of S fe . r 20 i6 , by and between Willis of Florida, Inc., authorized to do business in the State of Florida, whose business address is 849 7th Avenue South, Suite 201, Naples, Florida 34102, (the "Consultant") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT/TERM. The Agreement shall be for a two (2) year period, commencing on January 1, 2016, and terminate on December 31, 2017. The County may, at its discretion and with the consent of the Consultant, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Consultant written notice of the County's intention to renew the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Consultant written notice of the County's intention to extend the Agreement term not less than thirty (30) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Consultant shall provide Group Insurance Actuarial and Brokerage Services in accordance with Exhibit A, Scope of Services, attached hereto, and the terms and conditions of RFP #15-6426 and the Consultant's proposal referred to herein and made an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County Purchasing Ordinance, as amended, and Purchasing Procedures in effect at the time such services are authorized. 3. THE CONTRACT SUM. The County shall pay the Consultant for the performance of this Agreement in accordance with Exhibit B "Cost of Services", attached hereto and made part of this Agreement. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Page 1 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" Commissions paid to the Consultants for any voluntary or 100% employee-paid benefits will be paid by the insurance carrier. 3.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Consultant shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption# 85-8015966531C-2. 5. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: Willis of Florida, Inc. 849 7th Avenue South,Suite 201 Naples, Florida 34102 Attention: Michael R. Meredith, Executive Vice President Telephone: 239-659-4512 Facsimile: 239-262-5338 All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention:Joanne Markiewicz, Director, Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" C 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Consultant. The County will not be obligated to pay for any permits obtained by Subconsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 8. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of the Consultant to be objectionable or improper, the County shall have the right to suspend the contract of the Consultant. Should the Consultant fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Consultant be found to have failed to perform the services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Consultant's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Consultant shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Page 3 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" 0 10. NO DISCRIMINATION. The Consultant agrees that there shall be no discrimination as to race, sex, color,creed or national origin. 11. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Consultants; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C.Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $100,000 for each accident. D. Professional Liability: Shall be maintained by the Consultant to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Consultant waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be 4 maintained by Consultant during the duration of this Agreement. The Consultant shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Consultant shall also notify County, in a like manner, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Consultant of this requirement to provide notice. Page 4 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" 0 Consultant shall ensure that all sub-Consultants comply with the same insurance requirements that he is required to meet. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Consultant, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 12.1 The duty to defend under this Article 12 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Consultant, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Consultant. Consultant's obligation to indemnify and defend under this Article 12 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Risk Management Division. 14. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Consultant's Proposal, Insurance Certificate(s), RFP #15-6426-Group Insurance Actuarial and Brokerage with any Addenda, Exhibit A "Scope of Services", Exhibit B "Cost of Services" and Exhibit C "Business Associate Agreement". Page 5 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" 0 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3))) stated as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the Consultant to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the Consultant upon termination of Page 6 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a Consultant does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. If Consultant observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Ordinance, as amended, and Purchasing Procedures. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to 0 the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 23. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the Page 7 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" 0 appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24. CONTRACT STAFFING. The Consultant's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Consultant shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Consultant shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Consultant shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 25. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP), the Consultant's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 26. ASSIGNMENT. Consultant shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Consultant does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Consultant all of the obligations and responsibilities that Consultant has assumed toward the County. Page 8 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" CD:T. J IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent,have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY,FLORIDA B of Courts �� /'•By, .'. By / 4/ladf e.E 6 - Tim Nance,Chairman Datid: 4 t ( . C5 (SEAL) J - Attest*to Ch$kinan-'s ' signature only. Willis of Florida, Inc. / Consultant• _ :y:IL " - I .L./ 10 1 F We c Si ature ill/c t-t_ 114-Raba-1/ , EXEC. V P, tType/print witness nameT TType/print signature and titlet nal`)--AQA: . Second Witness TType/�t witnes3''namet Approved as to Forma•• Legality: (� Qi /j2jYV4 # ø " Assistant inty Attorne C�oi e2nwl6e ';rL Print Name Page 9 of 14 Agreement#15-6426 , "Group Insurance Actuarial and Brokerage Services" 0 Exhibit A "Scope of Services" Collier County Government offers a comprehensive group insurance program to its employees and their dependents. There are approximately 1,860 employees and 4,300 covered lives under the program. The core benefit program consists of employer paid or partially paid group health, life, dental,short and long-term disability,vision and AD&D insurance. Collier County is self-insured with excess insurance for its group health program and fully insured for its group life program. The marketing and placement of these coverages and Consultant services is managed under a brokerage contract. The contracted broker is remunerated on a fee basis for consultation related to the placement of these coverages and Consultant services. In addition to the marketing and placement of coverage under the program, the County requires the completion of various actuarial projects to assure that the program is in conformance with management objectives and remains in compliance with state required fiduciary requirements. This service need requires an integrated approach to benefits consultation, which will include the marketing of the County's insurance program in accordance with the development of actuarial modeling to appropriately evaluate the variety and effectiveness of group insurance alternatives. Due to this integrated approach, these consultative services shall require the use of licensed brokerage professionals and qualified actuarial professionals to meet the County's statutory obligations and to monitor program performance. These services shall include,but not be limited to the following: 1) Prepare an analysis, and recommend Consultants to provide services or financial products related to the County's self-insured group health insurance program including but not limited to the following,if requested. a. Third party claims administration. b. Pre-certification,utilization review,disease management and large case management. c. Managed care networks. d. Group health excess insurance. e. Other services or products as may be appropriate. 2) Prepare an analysis, and recommend a fully insured group health insurance program, if requested. 3) Prepare an analysis, and recommend employer paid group insurance coverage to include the following,if requested. a. Group Life Insurance b. Group Accidental Death and Dismemberment c. Long Term Disability d. Short Term Disability(fully or self funded) e. Group Dental(fully or self funded) 4) Prepare an analysis, and recommend ancillary benefits or services that may include but not be limited to the following,if requested. Page 10 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" CA a. Phlebotomy and Biometric Testing b. Supplemental Life c. Supplemental AD&D d. Vision e. Cancer f. Hospital Income g. Group Legal h. Other services or products as may be appropriate. 5) Review the County's flexible spending account and health reimbursement account programs to include the solicitation, analysis, review, and recommendation of account administration firms and plan design,if requested. 6) Provide enrollment support services for the annual open enrollment period,if requested. 7) Perform a qualitative and financial due diligence analysis of the County's managed care network. Prepare a Request for Proposal "RFP", receive proposals, prepare an analysis, and recommend a Consultant for managed care network services if requested. 8) Prepare an RFP, receive proposals, prepare an analysis, and recommend Pharmacy Benefit Management firms for the County's selection to include the actuarial analysis of various pricing and benefit options. 9) Provide educational, training information and services pertaining to current issues in the area of benefits law and administration including all state and federal laws that govern group insurance programs. Communicate upcoming mandates and work with staff to assure that mandates are met.The Consultant shall have access to qualified staff and/or outside employee benefits legal counsel. 10) Provide actuarial services to include the following. a. Complete the annual FS 112.08 actuarial study and submit for approval to the Department of Insurance. b. Review the rate structure(s) of self funded programs to examine the adequacy of funding levels. Submit self funded program rates to the County for budgeting purposes by December 30th of each year. c. Prepare a midyear update of self funded health rates as of June 30 each year to assure rate sufficiency. d. Prepare an annual group health rating appendix that displays rates by plan, salary tier, smoking/non smoking,and single/family. e. Re-balance the group health rating structure periodically to assure that rates are properly distributed. f. Develop financial alternatives relative to proposed plan design options. g. Develop self funded Short Term Disability rates. 11) Develop group health and group benefit plan design alternatives as directed to include the following services. a. Develop the associated actuarial modeling to support plan designs. Page 11 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" 0 b. Perform management interviews to assess management philosophy. c. Perform employee focus groups, utilizing at least 10% of the employee group as a random sample. Develop recommendations based upon findings. d. Review plan options with management. e. Assist with the preparation of Board presentations and attend if requested. f. Assist in the development of Plan and Summary Plan Description wording. g. Assist with information technology matters as appropriate. 12) Develop a standard set of reports that measure the quantitative and qualitative aspects of the group health insurance program and review same with the County on an annual basis. Make recommendations commensurate with findings. 13) Collier County Healthcare Purchasing Consortium- In addition to the above, shall possess the necessary consulting expertise to assist the County in its participation in the Collier County Healthcare Purchasing Consortium. The Consultant shall assist in various projects including the participation in monthly meetings; the identification of cost drivers; the joint purchase of benefits and services;review of case management firms;review of managed care arrangements; review of managed care network pricing structures; assistance with the development of performance based outcomes measures. 14) Plan Documents-Plan documents will be provided upon request. 15) Data Warehousing- Receive and maintain claims data on a regular basis for the purposes of actuarial, underwriting, and marketing of county benefits programs. The Consultant shall be required to sign the County's standard HIPAA Business Associate Agreement, attached hereto as Exhibit C. Page 12 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" Exhibit B "Cost of Services" The Consultant shall be paid a flat fee as outlined below. Further, the Consultant shall be permitted to accept a commission on insurance coverage purchased by employees on a voluntary basis. It is understood by the parties that such voluntary purchase does not include the employee's portion of a core benefit program but shall include any non employer paid benefit as well as the cost to buy additional benefits above the core benefit as provided by the County. The Consultant agrees to disclose the total fees, commissions, and other earnings paid to the Consultant either by the County or by an insurance company or other vendor doing business with the County on an annual basis. This disclosure shall be provided to the County by January 31st of each year for the most recently completed fiscal year. The County reserves the right to request the disclosure of compensation received by the Consultant at other times as it deems necessary. Failure to provide a disclosure of compensation received may result in the termination of the agreement. I. Flat Fee for Group Insurance Brokerage and Actuarial Services: $96,820.00/annually (to be paid in monthly lump sum payments) II. GASB 45 Analysis: $ 7,500.00 for completion as required on alternating years; Note: valuations can be done for this fee as requested by Collier County. II Page 13 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" 4 CD Exhibit C "Business Associate Agreement" (following this page) Page 14 of 14 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" EXHIBIT C HIPAA BUSINESS ASSOCIATE AGREEMENT THIS HIPAA BUSINESS ASSOCIATE AGREEMENT ("Agreement") is made by and between Collier County, Florida (hereinafter referred to as "Client") and Willis of Florida, Inc., (hereinafter referred to as "Willis"). This Agreement is effective as of the date signed by Client. RECITALS WHEREAS, Client is a "covered entity" within the meaning of 45 CFR § 160.103; WHEREAS, WILLIS provides accounting, consulting, or other services to Client and, in connection therewith, Client wishes to disclose "protected health information" within the meaning of 45 CFR § 160.103 to WILLIS and WILLIS wishes to receive protected health information and, on behalf of Client, create, maintain, or transmit protected health information I (collectively, "Client's PHI"); WHEREAS, WILLIS is a "business associate" within the meaning of 45 CFR § 160.103; IWHEREAS, Client and WILLIS intend to protect the privacy and provide for the security of Client's PHI in compliance with the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act of 2009, and the regulations and policy guidance thereunder ("HIPAA Rules"); WHEREAS, the HIPAA Rules require that Client receive adequate assurances that WILLIS will comply with certain obligations with respect to Client's PHI and, accordingly, the parties hereto desire to enter into this Agreement for the purpose of setting forth in writing the terms and conditions for the use, disclosure, and safeguarding of Client's PHI, including provisions required by the HIPAA Rules as the same may be amended from time to time; NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: TERMS OF AGREEMENT 1. Obligations and Activities of WILLIS. a. Permitted and Required Uses and Disclosures. WILLIS shall not use or disclose Client's PHI except as permitted or required by this Agreement or as required by law. Specifically, WILLIS agrees as follows: i. WILLIS may only use or disclose Client's PHI as necessary to perform the services set forth in the service agreement, if any, between Client Page 1 of 8 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" a EXHIBIT C and WILLIS, to perform functions, activities, or services for, or on behalf of, Client as requested by Client from time to time, or as required by law. ii. WILLIS shall use or disclose only the "Minimum Necessary" amount of information, as such term is defined in the HIPAA Rules, required to conduct the authorized activities herein, except that WILLIS will limit disclosures to a limited data set as set forth in 45 CFR § 164.514(e)(2) as required by the HIPAA Rules. iii. WILLIS may not use or disclose Client's PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Client, except that WILLIS may use or disclose Client's PHI for the proper management and administration of WILLIS or to carry out the legal responsibilities of WILLIS, provided the use or disclosures are required by law or WILLIS obtains reasonable assurances from the person to whom the information is disclosed that Client's PHI will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies WILLIS of any instances of which it is aware in which the confidentiality of Client's PHI has been breached. iv. WILLIS may use Client's PHI to provide "data aggregation services" relating to the health care operations of Client within the meaning of 45 CFR § 164.501. v. WILLIS shall not disclose Client's PHI in a manner that would violate any restriction thereof which has been duly communicated to WILLIS. vi. Except as permitted by the HIPAA Rules, WILLIS shall not directly or indirectly receive remuneration in exchange for any of Client's PHI unless authorized in writing by Client. b. Safeguards. WILLIS shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of Client's PHI other than as provided in this Agreement. i. Administrative Safeguards. WILLIS shall implement all required administrative safeguards pursuant to 45 CFR § 164.308 as such are made applicable to business associates pursuant to the HIPAA Rules. Additionally, WILLIS shall either implement or properly document the reasons for non- implementation of all administrative safeguards of 45 CFR § 164.308 that are designated as "addressable" as such are made applicable to business associates pursuant to the HIPAA Rules. Page 2 of 8 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" EXHIBIT C ii. Physical Safeguards. WILLIS shall implement all required physical safeguards pursuant to 45 CFR § 164.310 as such are made applicable to business associates pursuant to the HIPAA Rules. Additionally, WILLIS shall either implement or properly document the reasons for non-implementation of all physical safeguards of 45 CFR § 164.310 that are designated as "addressable" as such are made applicable to business associates pursuant to the HIPAA Rules. iii. Technical Safeguards. WILLIS shall implement all required technical safeguards pursuant to 45 CFR § 164.312 as such are made applicable to business associates pursuant to the HIPAA Rules. Additionally, WILLIS shall either implement or properly document the reasons for non-implementation of all technical safeguards of 45 CFR § 164.312 that are designated as "addressable" as such are made applicable to business associates pursuant to the HIPAA Rules. c. Reporting of Disclosures. WILLIS shall report to Client any use or disclosure of Client's PHI not provided for by this Agreement of which WILLIS becomes aware, including any acquisition, access, use or disclosure (i.e., "breach") of "unsecured protected health information," within the meaning of 45 CFR § 164.403, and any security incident of which WILLIS becomes aware. WILLIS shall make such report to Client without unreasonable delay and in no case later than sixty (60) calendar days following discovery of the breach. WILLIS's notice to Client shall include all information needed by Client to provide notice to affected individuals and otherwise satisfy the requirements of 45 CFR § 164.410. d. WILLIS's Subcontractors. WILLIS may disclose Client's PHI to one or more subcontractors and may allow its subcontractors to create, receive, maintain, or transmit Client's PHI on behalf of WILLIS. WILLIS shall obtain satisfactory assurances from any such subcontractor that it will appropriately safeguard Client's PHI in accordance with 45 CFR § 164.314(a) and shall ensure that the subcontractor agrees in writing to the same or more stringent restrictions, conditions, and requirements that apply to WILLIS with respect to Client's PHI. Upon WILLIS contracting with a subcontractor regarding Client's PHI, WILLIS shall provide Client written notice of such executed agreement. e. Satisfying Requests for Access. WILLIS shall make available to Client Client's PHI in a "designated record set," within the meaning of 45 CFR § 164.501, as Client may require to satisfy its obligations to respond to a request for access pursuant to 45 CFR § 164.524. If WILLIS receives a request for access directly from an individual or an individual's designee, WILLIS shall forward such request within five (5) calendar days to Client for Client to fulfill. Page 3 of 8 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" EXHIBIT C f. Satisfying Requests for Amendment. WILLIS shall make any amendments to Client's PHI in a designated record set, as Client may require to satisfy its obligations to respond to a request for amendment pursuant to 45 CFR § 164.526. If WILLIS receives a request for amendment directly from an individual or an individual's designee, WILLIS shall forward such request within ten (10) calendar days to Client for Client to fulfill. g. Internal Practices. WILLIS shall make its internal practices, books and records relating to the use and disclosure of Client's PHI available to the Secretary of the United States Department of Health and Human Services or his or her designee for purposes of determining compliance with the HIPAA Rules. h. Accounting. WILLIS shall document disclosures of Client's PHI and information related to such disclosures and otherwise maintain and make available the information required to provide an accounting of disclosures to the Client as necessary to permit the Client to respond to a request for an accounting pursuant to 45 CFR § 164.528. If WILLIS receives a request for an accounting directly from an individual or an individual's designee, WILLIS shall forward such request within ten (10) calendar days to Client for Client to fulfill. i. Policies and Procedures; Documentation. WILLIS shall develop appropriate policies and procedures relating to its compliance with the administrative, physical, and technical safeguards set forth in Section 1.b. and shall document, retain, and update such policies and procedures as required by 45 CFR § 164.316. j. Compliance as if Covered Entity. To the extent WILLIS is to carry out one or more of the obligations imposed on the Client as a "covered entity" under Subpart E of 45 CFR Part 164, WILLIS shall comply with the requirements of said Subpart E that apply to the Client in the performance of such obligations. 2. Client Obligations. Client shall provide notice to WILLIS of any of the following: a. Any limitations in the notice of privacy practices of Client under 45 CFR § 164.520, as well as any changes to such limitations, to the extent that such limitation may affect WILLIS's use or disclosure of Client's PHI. b. Any changes in, or revocation of, the permission by an individual to use or disclose his or her protected health information, to the extent that such changes may affect WILLIS's use or disclosure of Client's PHI. c. Any restriction on the use or disclosure of protected health information that Client has agreed to or is required to abide by under 45 CFR § 164.522, to the extent that such restriction may affect WILLIS's use or disclosure of Client's PHI. Page 4 of 8 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" .0 EXHIBIT C d. Client shall not request WILLIS to use or disclose Client's PHI in any manner that would not be permissible under the HIPAA Rules if done by Client, except that Client may request WILLIS to provide to Client "data aggregation services" relating to the health care operations of the Client within the meaning of 45 CFR § 164.501, as permitted by 45 CFR § 164.504(e)(2)(i)(B). 3. Termination of Agreement. Termination shall be in accordance with terms and conditions as set forth in Section 11, Agreement#15-6426. 4. Treatment of Client's PHI after Termination. Upon termination of this Agreement for any reason, WILLIS, with respect to Client's PHI, shall: a. Retain only that portion of Client's PHI which is necessary for WILLIS to continue its proper management and administration or to carry out its legal responsibilities; b. Return to Client or, if agreed to by Client, destroy remaining Client's PHI that WILLIS still maintains in any form and retain no copies of such Client's PHI; c. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of Client's PHI, other than as provided for in this Section,for as long as WILLIS retains any Client's PHI; d. Not use or disclose Client's PHI retained by WILLIS other than for the purposes for which Client's PHI was retained and subject to the same conditions, as set forth in Section 2,which applied prior to termination; e. Return to Client or, if agreed to by Client, destroy remaining Client's PHI retained by WILLIS when it is no longer needed by WILLIS for its proper management and administration or to carry out its legal responsibilities and retain no copies of such Client's PHI; f. Obtain or ensure the destruction of any Client's PHI created, received, or maintained by any of WILLIS's subcontractors; and g. Within thirty (30) calendar days after termination or expiration of this Agreement, certify in a written statement signed by a senior officer of WILLIS, that all Client's PHI has been returned or disposed of as required above. If the parties mutually agree that return or destruction is not feasible, this Agreement shall continue to apply to Client's PHI and, without limitation to the foregoing, the obligations of WILLIS under this Agreement shall survive the termination of this Agreement with respect to any Client's PHI retained by WILLIS. WILLIS shall limit further use and disclosure of Client's PHI to those purposes that make the return or destruction of Client's PHI infeasible. Page 5 of 8 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" GO EXHIBIT C 5. Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The parties agree to promptly enter into negotiations concerning the terms of an amendment to this Agreement embodying written assurances consistent with the HIPAA Rules or other applicable law upon the written request of either party. 6. No Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Client, WILLIS, and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. 7. Indemnification. This section shall be in accordance with terms and conditions as set forth in Section 14, Agreement#15-6426. 8. Interpretation. This Agreement shall be interpreted in a reasonable manner as necessary to implement and comply with the HIPAA Rules. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. There shall be no presumption for or against either party, by reason of one of the parties causing this Agreement to be drafted, with respect to the interpretation or enforcement of this Agreement. 9. Notices. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received): If to Client, to: Collier County Government Center 3311 Tamiami Trail E. Naples, Florida 34112 Attn:Jeff Walker, Risk Management Director Telephone no: 239-252-8461 Facsimile no: 239-252-8048 If to WILLIS, to: Willis of Florida, Inc. 849 7th Ave South#201 Naples, Florida 34102 Attention: Michael Meredith Telephone no: 239-659-4512 Facsimile no: 239-262-5338 Page 6 of 8 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" EXHIBIT C or to such other names or addresses as Client or WILLIS, as the case may be, shall designate by notice to the other in the manner specified in this Section 9. 10. Survival. The obligations contained in this Agreement which by their nature or context survive or are expressly intended to survive the expiration or termination of this Agreement will so survive and continue in full force and effect. Without limiting the generality of the foregoing, Sections 2, 4, and 7 shall survive the termination of this Agreement. 11. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties on the matters contained herein. 13. Non-Waiver. No failure or delay in exercising any right or remedy under this Agreement and no course of dealing between the parties operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion. ti (signature page to follow) Page 7 of 8 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" EXHIBIT C IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first set forth above. COVERED ENTITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA /. By: ' , �, - ' al r, Director of Risk Management BUSINESS ASSOCIATE: Willis of Florida, Inc. First Wits ss BY: 1. ahl .a-AL ia r� l�+ By: sre/u Print Name Michael Meredith Second Witness By: POCtAl-- e-a--(2-■.'ast- \\C\ac\I Print Name I Approved . o Form and -gality: :1r� /, 1/ '%1 // • Assistant County Attorney Page 8 of 8 Agreement#15-6426 "Group Insurance Actuarial and Brokerage Services" A`°RI CERTIFICATE OF LIABILITY INSURANCE Page 1 of 1 09/08/2 5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Group PHONE FAX One World Financial Ctr. (Air,No FxT) 877-945-7378 (A/c NO) 888-467-2378 200 Liberty St. E-MAIL nISS certificates @willis.com New York, NY 10281 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Union Fire Insurance Co. of Pitt 19445-001 INSURED Willis North America Inc. INSURER B: Insurance Company of the State of Pennsyl 19429-001 Brookfield Place INSURER C:New Hampshire Insurance Company 23841-001 200 Liberty Street New York, NY 10281 INSURER D: Illinois National Insurance Co. 23817-002 INSURER E: I INSURER F: COVERAGES CERTIFICATE NUMBER:23515333 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF ADDL SUB R POLICY NUMBER POLICY EFF POLICY EXP LIMITS ITR msn min (MM W1 /ll/YQ 1MMIOOMNY), A X COMMERCIAL GENERAL LIABILITY Y GL3333161 7/1/2015 7/1/2016 EACH OCCURRENCE $ 1,000,000 ELATED CLAIMS-MADE X OCCUR aoccurence) $ 1,000,000 X Contractual Liability MED EXP(Any one person) $ 10,000 PERSONAL BADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X POLICY PRO JECT LOC PRODUCTS-COMP/OPAGG $ 1,OOO,OOO OTHER: $ B AUTOMOBILE LIABILITY 7062958 7/1/2015 7/1/2016 MBINED sEaCOaccident)SINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED eracc BODILYINJURY(Pident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS $ (Per accident) UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION WCO21361661 (AOS) 7/1/2015 7/1/2016 X TATUTE OTH- FR AND EMPLOYERS'LIABILITY D ANY PROPRIETOR/PARTNER/EXECUTIVE N" N/A WCO21361663 (FL) 7/1/2015 7/1/2016 E.L.EACH ACCIDENT $ 1,000,000 11 C (Mandatory in NH) EXCLUDED? (MA) WCO21361664 7/1/2015 7/1/2016 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under C DESCRIPTION OF OPERATIONS below WCO21361662 (CA) 7/1/2015 7/1/2016 E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additonal Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners is included as an Additional Insured as respects to General Liability where required by written contract or agreement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDAN E WITH T E POLICY PROVISIONS. / AUTHORIZ•D REPRES:NT 1TIVE • Collier County Board of County Commissioners 4410 Coll:4761944 Tpl:1971555 Cert: -X333 ©1=88-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks o ACORD Willis North America Entities as of 4/2014 Freberg Environmental, Inc. Global Special Risks, LLC Hunt Insurance Group, LLC Premium Funding Associates, Inc. Queenswood Properties, Inc. SB&T Captive Management Company Smith, Bell &Thompson, Inc. Westport Financial Services,LLC Westport HRH, LLC Willis Administrative Services Corporation Willis Americas Administration, Inc. Willis Giaconia Life, LLC Willis HRH, Inc. Willis Insurance Brokerage of Utah, Inc. Willis Insurance Services of California, Inc. Willis Insurance Services of Georgia, Inc. Willis Management(Vermont) Ltd. Willis of Alabama, Inc. Willis of Arizona, Inc. Willis of Colorado, Inc. Willis of Connecticut, LLC Willis of Delaware, Inc. 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. Willis of Michigan, Inc. Willis of Minnesota, Inc. Willis of New Hampshire, Inc. Willis of New Jersey, Inc. Willis of New York, Inc. Willis of North Carolina, Inc. 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 Virginia, Inc. Willis of Wisconsin, Inc. Willis of Wyoming, Inc. Willis Personal Lines ,LLC Willis Programs of Connecticut Willis Re Inc. Willis Securities, Inc. Willis Services LLC k A`°R°® CERTIFICATE OF LIABILITY INSURANCE Page 1 of 1 09/(08/20 5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME Willis Group PHONE FAX One World Financial Ctr. (A/C,NO FXT) 877-945-7378 (A/c Nn) 888-467-2378 200 Liberty St. E-MAIL SS• certificates @willis.com New York, NY 10281 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: See Subsequent Page 00000-004 INSURED INSURER B: Willis North America Inc. Brookfield Place INSURER C: 200 Liberty Street New York, NY 10281 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:23515334 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP NY LIMITS I TR INSf wvn (MM/flnYV) (MM YYV Inil/Y ) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR PREMISESQEaoccur°nce) $ MED EXP(Any one person) $ PERSONAL&ADVINJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO JECT LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ _ ANY AUTO BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PerracEcideAMAGE accident) AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER 01 H- AND EMPLOYERS'LIABILITY Y/N STATIITF FR ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? L J ( andatory in NH) E.L.DISEASE-EA EMPLOYEE $ M If es,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A 0034031749 7/31/2015 7/31/2016 Errors and Omissions See Coverage Schedule Attached DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additonal Remarks Schedule,maybe attached if more space is required) All employees of Willis North America and its subsidiaries are included as Insureds under the Errors & Omissions policy. • CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDAN E WITH T E POLICY PROVISIONS. AUTHORIZ'D REPRES NT ITIVE Collier County Board of County Commissioners Coll:4761945 Tpl:1979319 Cert: - ' 334 ©1:88-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks o ACORD We,the undersigned,hereby certify that the following described insurance is in force at this date: Insured: Willis Group Holdings PLC as previously currently and hereafter constituted and incorporated subsidiary and associated companies in the USA and UK. Insured Address: 51 Lime Street,London,England EC3M7DQ with an office at: 200 Liberty Street,New York,NY 10281 Coverage: Professional Indemnity Insurance -worldwide Brokers and Agents Errors & Omissions Liability Insurance(Claims Made Form) Policy Number: 0034031749 Period of Insurance: July 31,2015 to July 31, 2016 Limits of Liability: more than$1,000,000 for any one claim and in the aggregate during the Period of insurance Carrier: AIG participates on the Willis Group Holdings Plc Professional Indemnity Insurance programme with Willis' captive insurer. This document is furnished to you as a matter of information only. The issuance of this document does not make the person or organization to whom it is issued an additional insured,nor does it modify in any manner the contract of insurance between the Insured and the Insurers. Any amendment, change or extension of such contract can only be effected by specific endorsement attached thereto. Should the above mentioned contracts of insurance be cancelled, assigned or changed during the above Period of Insurance in such manner as to affect this document no obligation to inform the Holder of this document is accepted by the undersigned or by the Insurers. NOT VALID UNLESS ATTACHED TO AN ACCORD CERTIFICATE FORM \MLlis Diana DeLeon Collier County Government, Purchasing Department 3327 Tamiami Trail E. Naples, FL 34112 Dear Ms. DeLeon: This letter is to confirm that Michael Rea Meredith, Executive Vice President with Willis of Florida, Inc., is authorized to sign on behalf of Willis of Florida, Inc. This authorization includes all documentation associated with RFP#15-6426 Group Insurance,Actuarial and Brokerage Services on behalf of the Collier County Board of County Commissioners. If you have any questions, please do not hesitate to contact me. Regards, Hiram arrero National Partner,South Region 1450 Brickell Ave,Suite 1600 Miami, FL 33131 Willis of Florida 1450 Brickell Avenue,Suite 1600 Miami,FL 33131 •