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#19-7581 (Willis of Wisconsin) FIXED FEE PROFESSIONAL SERVICE AGREEMENT # 19-7581 for Group Insurance Brokerage and Actuarial Services THIS AGREEMENT, made and entered into on this) 'l day of `(1Ab�C, 20 ,by and between Willis of Wisconsin, Inc. authorized to do business in the State of Florida, whose business address is 400 North Executive Dr., Suite 300, Brookfield, WI 53005 ,(the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a five (5 ) year period, commencing 4--1 upon the date of Board approval or • on January 01, 2020 and terminating on five (5 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for one ( 1 ) additional five (5 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term 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 Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a • Purchase Order Noticc to Proceed Work Order. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of • Request for Proposal (RFP) I +tatien-fie Bid (ITB) Other ( ) # 19-7581 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. 1•J The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) 3.1 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's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): 1.1 Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. ■ Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. Unit Price: The County agrees to pay a firm total fixed price (inclusive of all or service delivered (i.c. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) 0 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 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 the Agreement. 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. 44 Travel and Reimbursable Expenses: Travcl and Reimbursable shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6700 Lunch $4449 Dinner $4-9700 Airfare Actual ticket cost limited to tourist or coach class faro Rental car Actual rental cost limited to compact or standard size vehicles Lodging Actual cost of ledging al; single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses 5. SALES TAX. Contractor 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 # 85-8015966531 C. Page 3 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) 0 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Willis of Wisconsin, Inc. Address: 400 North Executive Dr., Suite 300 Brookfield, WI 53005 Authorized Agent: Douglas J. Ley Attention Name & Title: Telephone: (262) 780-3340 / (414) 640-2710 E-Mail(s): douglas.ley@willistowerwatson.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jeffrey Walker Division Name: Risk Management Division Address: 3311 E. Tamiami Trail Naples, Florida 34112 Administrative Agent/PM: Sonja Sweet, Manager-Group Insurance Telephone: (239) 252-8966 E-Mail(s): Sonja.Sweet@colliercountyfl.gov The Contractor 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. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. 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 Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. 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 Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor 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 Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) 0 9. NO IMPROPER USE. The Contractor 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 Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within forty-eight (48) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his 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 the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor 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. 11. NO DISCRIMINATION.The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. 0 Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. 12usiness AutoL:abi:it: Coverage shall Have 1111111111\111 limits of Occurrence,$ Per OccCombined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired ed 011d Non vriiied Vehicles and Employee Non OIVn01011 J. C. ■U Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. Page 5 of 15 Fixed Price Professional Service Agreement#2017-001(Ver 2) ;l) ' The coverage must include Employers' Liability with a minimum limit of $ 1,000,000 for each accident. D. • Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor 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 aggregate. E. ■ Cyber Liability: Coverage shall have minimum limits of $ 1,000,000 per occurrence. of$ per occurrcncc. G, I Watercraft: Coverage shall have minimum limits of $ per occurrence. Hfl - e - - • - - - - - . - - . - - - -- - . _ be maintained where applicable to the completion of the work$ per occurrcncc. $ per occurrence. (other)• (`oire shall haves, minimum limits of$ per occurrcncc. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor 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 Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Page 6 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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 Contractor, 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 Contractor or anyone employed or utilized by the Contractor 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. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, 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 Contractor. Contractor's obligation to indemnify and defend under this Article 13 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. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Risk Management Division 15. CONFLICT OF INTEREST. Contractor 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. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), I•1Exhibit A Scope of Services, Exhibit B Fee Schedule, Ilk RFP/ I ITB/ Othcr #19-7581 , including Exhibits, Attachments and Addenda/Addendum, ■ subsequent quotes, and ■ Other Exhibit/Attachment: Exhibit C-Business Associate Agreement Page 7 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) (AU 17. APPLICABILITY. Sections corresponding to any checked box ( will expressly apply to the terms of this Agreement. 18. 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. 19. 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 Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor 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)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. Page 8 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver 2) 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. 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. 23. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 24. 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 Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 9 of 15 Fixed Price Professional Service Agreement#2017-001(Ver.2) 0 during negotiations to County for approval. Failing resolution, and prior to 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 Contractor 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. 25. 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 appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26. • KEY PERSONNEL. The Contractor'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 Agreement. The Contractor 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 Contractor 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 Contractor 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. utilized for this Agreement shall be knowledgeable in thcir areas of expertise. The ensure that competent persons will be utilized in the performance of the Agreement. services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 27. ISI ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental terms of the Contract Documents cannot be resolved by application of the Page 10 of 15 Fixed Price Professional Service Agreement#2017-001 (Vert) Supplemental r'ondiii11 Is)i, if any, or ii i14 I%greem1111 the conflict 141114l4a l be resolve by II^.posing the more strict or costly obligation under the Contract Documents t1pon the (V`cn+reActorn (V`ntnt7'c discretion. 28. ASSIGNMENT. Contractor 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 Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 29. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within eight (8) hours of separation may result in a deduction of$500 per incident. (Intentionally left blank-signature page to follow) Page 11 of 15 Fixed Price Professional Service Agreement#2017-001(Ver 2) IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Cryst ,Kii?zel, Clerk of Courts II CgrnptroW.3,; - .- 0..W63: ‘ �,.� By: .44r. .A I j liam L. McDaniel Jr. Chairman -Dated: • t !�` "4.:,,�.(SE to C : ' A test as hairman's ,:17ature only. Contractor's Witnesses: Willis of Wisconsin, Inc. Contractor 0, By:1 \ che /4 ,,, ,_i 111 . C n actor's Firsss Signat e A —: t Wit —NAA-IPS (..S.• LTI s _# ‘J.Nos eabSiovti J; it 6-be TType/print siarfature and titleT TType/print witness tmeT • o---.:-- GSL;.. Contractor's Second Witness ' De Iart e, mc1<.i rnnZ f TType/print witness nameT Approved as i• ` n = • egality: iig( Co raDirney td t rW . Print :rnJ. Page 12 of 15 Fixed Price Professional Service Agreement#2017-OOI(Ver.2) CAO Exhibit A Scope of Services 1■1 following this page (containing 3 page/s) this exhibit is not applicable Page 13 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) 0 19-7581 Group Insurance Brokerage and Actuarial Exhibit A Scope of Services A. Description of Services The Contractor shall be able to perform or provide the following services. The Contractor shall present proposals from a minimum of three vendors unless market conditions do not support same. These services shall include but not be limited to the following: 1) Prepare a Request for Proposal (RFP), receive proposals, prepare an analysis, and recommend vendors to provide services or financial products related to the County's self-insured group health insurance program including but not limited to the following: 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 RFP, receive proposals, prepare an analysis, and recommend a fully insured group health insurance program, if requested. 3) Prepare an RFP, receive proposals,prepare an analysis, and recommend employer paid group insurance coverage to include the following: 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 RFP, receive proposals, prepare an analysis, and recommend ancillary benefits or services that may include but not be limited to the following: a. Biometric Testing b. Supplemental Life c. Supplemental AD&D d. Vision e. Cancer f. Hospital Income g. Group Legal h. ACA Reporting i. On-site Employee Clinic j. Wellness Programs k. 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. 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 an RFP, receive proposals, prepare an analysis, and recommend a vendor for managed care network services if requested. Page 1 of 3 Exhibit A-Scope of Services 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 Contractor 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 an 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. 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,the Contractor shall possess the necessary consulting expertise to assist the County in its participation in the Collier County Healthcare Purchasing Consortium. The Contractor shall possess the capability to 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 and 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 Contractor shall be required to sign the county's standard HIPAA Business Associate Agreement. Page 2 of 3 Exhibit A-Scope of Services B. Special Conditions The Contractor will have the capability to access insurance markets on a regional, national or international basis to maximize the availability of options for the County's consideration. The Contractor shall demonstrate the resources at its disposal as are necessary to fulfill the requirements of the scope of services. The Contractor shall be prohibited from proposing a third-party administrator or service company that is owned by the same company or by a parent company unless such a submission is expressly permitted by Collier County. The Contractor shall demonstrate a proven record of providing services of this type to clients of the same size,nature, and complexity as Collier County. The Contractor must possess all necessary licenses to perform the above-mentioned services as may be required by the State of Florida. • Brokerage license in the State of Florida • Actuaries providing service shall be approved by the American Academy of Actuaries The County shall have the right to establish additional services and their associated fees by contract and to determine which services it may wish to utilize in a given year. An annual workplan will be developed each year which will identify the projects anticipated for completion. C. Method of Compensation The Contract will be compensated in the following manner. 1) As regards the provision of employer-paid(partially or fully paid) insurance coverage or services relative to group health third party administrative services, group life insurance, group health reinsurance, fully insured health insurance programs (if requested), and all other services mentioned above, an annual flat fee will be paid with applicable premiums quoted net of commission payable in equal monthly installments. The Contractor shall place all coverage and services net of commission and shall, on an annual basis, disclose all income received during the previous year for services performed, coverage placed, or services obtained on behalf of Collier County. The Contractor shall also disclose all commissions that would have been earned including normal and contingent (bonus) commissions. The Contractor shall be fully transparent as regards remuneration resulting from services performed. A failure to comply with these requirements may be grounds for the cancellation of the agreement and/or the withholding of commensurate fees. If a vendor or carrier cannot or is unable to place coverage or services on a net of commission basis,the Contractor shall immediately disclose this matter and the fee arrangement shall be re-negotiated to assure that total remuneration is comparable to the contract fee. 2) Actuarial services performed on behalf of the County shall be billed on an annual flat fee basis,payable in equal monthly installments. In certain instances,actuarial services may be required that are not anticipated. The County shall reserve the right to negotiate a fee for the project or it may choose to proceed pursuant to the Contractor's normal hourly rate. Page 3 of 3 Exhibit A-Scope of Services Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 14 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) 19-7581 Group Insurance Brokerage and Actuarial Exhibit B FEE SCHEDULE The Contractor will be compensated in the following manner: Group Insurance Brokerage and Actuarial Services: An annual flat fee will be paid with applicable premiums quoted net of commission payable in equal monthly installments as provided below: 2020 and 2021: $102,000/annually(paid in equal monthly installments) $7,500 per GASB 75 valuation. 2022,2023, and 2024: $108,000/annually (paid in equal monthly installments) $8,000 per GASB 75 valuation. The Contractor will be permitted to accept commissions on coverages 100%paid by employees. Those commissions are paid by insurance carrier to Contractor. In certain instances, actuarial services may be required that are not anticipated. The County shall reserve the right to negotiate a fee for the project or it may choose to proceed pursuant to the Contractor's normal hourly rate. 2020 2021 2022 2023 2024 Hourly Rate Hourly Rate Hourly Rate Hourly Rate Hourly Rate Senior Director $500 $515 $530 $546 $563 Senior Actuary $470 $484 $499 $514 $529 Actuarial Assistant $280 $288 $297 $306 $315 Account Executive $450 $464 $477 $492 $506 Client Manager/Placement $240 $247 $255 $262 $270 Assistant Client Manager $200 $206 $212 $219 $225 Prices shall remain firm for the initial five-year term. Page 1 of 1 Exhibit B-Fee Schedule Other Exhibit/Attachment Description: Exhibit C- Business Associate Agreement ■ following this page (pages 1 through 8 ) this exhibit is not applicable Page 15 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.2) /1-1\ EXHIBIT C BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement")is entered into between COLLIER COUNTY ("Covered Entity")and Willis of Wisconsin,Inc.,whose address is:400 North Executive Dr.,Suite 300, Brookfield, WI 53005,("Business Associate"),effective as of this tC4A(‘ day 9[QrnbQ.r 2019(the"Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to receive Protected Health Information ("PHP") on behalf of Covered Entity that is confidential under state and/or federal law;and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate,or created by Business Associate on behalf of Covered Entity, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation,the Standards for the Privacy of Individually Identifiable Health Information codified at 45 CFR Parts 160 and 164 ("Privacy Rule") and the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Parts 160 and 164("Security Rule")(collectively"HIPAA Regulations"); as amended by the applicable provisions of the Health Information Technology for Economic and Clinical Health Act,as incorporated in the American Recovery and Reinvestment Act of 2009,and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); as amended by the Final HIPAA regulations(collectively the"HIPAA Rules");and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI,which are met by this Agreement. NOW,THEREFORE,in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement,the parties agree as follows: 1.Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Rules,as applicable unless otherwise defined herein. "Protected Health Information" or "PHP" shall have the same meaning as the term "protected health information" in 45 C.F.R. §160.103 and is limited to the PHI that Business Associate creates or receives from or on behalf of Covered Entity. As used herein,it also includes electronic Protected Health Information. "Electronic Protected Health Information" or"ePHI" shall have the same meaning as the term "electronic protected health information" in 45 C.F.R. § 160.103 and refers to electronic Protected Health Information transmitted by,or maintained in,electronic media for or on behalf of the Covered Entity. 2.Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall Use or Disclose PHI for the Page tot*8 purposes of (i) performing Business Associate's obligations under Merchant Application & Agreement, "Master Agreement"resulting from Covered Entity's Solicitation#19-7581 "Group Insurance Brokerage and Actuarial Services" of this Agreement(including to Plan Sponsor for permissible Plan administration functions); or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further,Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the Privacy Rule if so done by Covered Entity, except as set forth below in this Section 2.a: Business Associate may Use PHI(i)for the proper management and administration of Business Associate;and(ii)to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate,to carry out its legal responsibilities or for payment purposes as specified in 45 CFR§ I64.506(c)(1)and(3),including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, provided that with respect to any such Disclosure either: (i) the Disclosure is Required By Law; or (ii) Business Associate shall obtain reasonable assurances from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s)for which it was Disclosed by Business Associate to such person,and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached.Business Associate may de- identify any and all PHI obtained by Business Associate, and use such de-identified data on Business Associate's own behalf, all in accordance with the de-identification requirements of the Privacy Rule. The parties acknowledge and agree that de-identified data does not constitute PHI.Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. § 164.502(j)(1). Business Associate may use PHI to the extent and for any purpose authorized by an Individual under 45 C.F.R. § 164.508. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that(i)reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates,receives,maintains or transmits on behalf of Covered Entity; and(ii)prevent the Use or Disclosure of PHI other than as contemplated by the Master Agreement and this Agreement. c. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR§ 164.308,physical safeguards as required by 45 CFR § 164.310 and technical safeguards as required by 45 CFR § 164.312; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.316; and (iii) be in compliance with all requirements of the Security Rule related to security and applicable to Business Associate. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI as permitted in this Agreement or as Required By Law and in compliance with each applicable requirement of 45 CFR§ 164.504(e).To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E of 45 CFR Part 164 that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. Page 2 of 8 f. Encryption.To facilitate Business Associate's compliance with this Agreement and to assure adequate data security,Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to the Master Agreement shall be provided or transmitted in a manner which renders such PHI unusable,unreadable or indecipherable to unauthorized persons,through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2)of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident affecting Covered Entity's PHI or any Use and/or Disclosure of PHI other than as provided for by this Agreement within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure(but not later than five(5)days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take prompt and reasonable action to cure any such deficiencies. Notwithstanding the foregoing,the parties acknowledge that this Section 3.a constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of"Unsuccessful Security Incidents"for which no additional notice to Covered Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks,and any combination of the above,so long as no such incident results in unauthorized access, use or disclosure of PHI. b. Breach of Unsecured PHI. If Business Associate Discovers that a Breach of unsecured PHI has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five (5) days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate, or by exercising reasonable diligence would have been known to any of Business Associate's employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate,Business Associate's written notice shall include the information required by 45 CFR§ 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall reasonably cooperate with Covered Entity in meeting Covered Entity's obligations under the HIPAA Rules with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Master Agreement, and such subcontractors or agents receive or have access to PHI that Business Associate received from, or created or received from or on behalf of Covered Entity, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. a. Access to PHI.To the extent that Business Associate maintains a Designated Record Set on behalf of Covered Entity, within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in that Designated Record Set available to Covered Entity to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, in the event that any Individual requests access to PHI directly from Business Associate,Business Associate shall forward a copy of such request to Covered Entity and Covered Entity shall be responsible for responding to such Page 3 of 8 request. b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI received from Covered Entity,then,pursuant to 45 CFR§ 164.524,Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in such Electronic Health Record in an electronic format in order for Covered Entity to comply with 45 CFR§ 164.524,provided that it is readily producible in such format; if it is not readily producible in such format,Business Associate will work with Covered Entity to determine an alternative form and format or provide a hard copy form if the Individual declines to accept all readily producible electronic forms. If an Individual requests access to his or her PHI directly from Business Associate, Business Associate shall promptly forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request. C. Amendment of PHI. To the extent that Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate agrees to make any amendment(s)to PHI in that Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity, and in the time and manner mutually agreed. If an Individual requests an amendment of his or her PHI directly from Business Associate,Business Associate shall either(1)promptly forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request or(2)elect to respond directly to the request. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual,information required for an accounting of disclosures of PHI with respect to the Individual,in accordance with 45 CFR § 164.528. Such accounting is limited to disclosures that were made in the six(6)years prior to the request. Business Associate shall provide such information as is necessary to provide an accounting within ten(10) days of Covered Entity's request,at no cost to the Covered Entity or Individual. e. Accounting of Disclosures of Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record with respect to PHI maintained on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record. Such accounting shall comply with the requirements of 45 CFR§ 164.528.Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in compliance with the HIPAA Rules, provided that it is readily producible in such format; if it is not readily producible in such format,Business Associate will work with Covered Entity to determine an alternative form and format or provide a hard copy form if the Individual declines to accept all readily producible electronic forms. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a),then Covered Entity shall, to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this Agreement, provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby.Business Associate shall,upon receipt of such notification,not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations,except as otherwise required by law or unless doing so would unreasonably burden healthcare operations, in which case Business Associate will notify Covered Entity. 6. Remuneration and Marketing. a. Remuneration for PHI. Business Associate agrees that it shall not, directly or Page 4_of 8 co indirectly,receive remuneration in exchange for any PHI of Covered Entity in compliance with 42 U.S.C. § 17935(d). b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not make or cause to be made any communication about a product or service that is prohibited by 42 U.S.C. § 17936(a). 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations.Except to the extent prohibited by law,Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary.Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary promptly after providing such PHI to the Secretary. 8. Minimum Necessary.Business Associate shall limit its Use,Disclosure or request of PHI to the minimum necessary to accomplish the intended Use,Disclosure or request,respectively in accordance with 42 U.S.C. § 17935(b). 9. Obligations of Covered Entity. (a)Covered Entity shall notify Business Associate of any limitation(s)in its notice of privacy practices of Covered Entity in accordance with 45 C.F.R. § 164.520,to the extent that such limitation may affect Business Associate's use or disclosure of PHI under this Agreement. (b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI under this Agreement. (c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a),to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this Agreement.(d)Covered Entity represents that(i)it is entitled to receive PHI in accordance with 45 C.F.R. § 164.504(f); (ii)it has received a certification from the Plan Sponsor in accordance with 45 C.F.R. § I64.504(f)(2)(ii); and(iii)the Plan documents permit the Plan to received PHI, including detailed invoices, reports and statements from Business Associate. (e) Covered Entity in performing its obligations and exercising its rights under this Agreement shall use and disclose PHI in compliance with the HIPAA Rules and shall not request Business Associate to use or disclose PHI in any manner that would violate this Agreement or the HIPAA Rules. Covered Entity represents that a request for PHI from Business Associate to Covered Entity shall only be the minimum amount of PHI necessary to accomplish the permitted purpose of the applicable request or use. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation on or before thirty(30)days after receipt of such written notice,if possible.If such steps are either not possible or are unsuccessful,upon written notice to Business Associate, Covered Entity may terminate this Agreement with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement,then Business Associate shall promptly notify Covered Entity. With respect to such Page 5 of 8 breach or violation,Covered Entity shall take reasonable steps to cure such breach or end such violation on or before thirty(30)days after receipt of such written notice,if possible.If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, Business Associate may terminate this Agreement with Covered Entity. c. Automatic Termination.This Agreement will automatically terminate,without any further action by the parties hereto,upon expiration or termination of the Master Agreement by and between the parties hereto. d. Effect of Termination.Except as provided in this Section 10.d,upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI that Business Associate or its agents or subcontractors still maintain in any form and shall retain no copies of such PHI. If Business Associate determines that return or destruction is not feasible,Business Associate shall continue to extend the protections of this Agreement to such PHI,and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. The parties agree that it would not be feasible for Business Associate to return or destroy the PHI reasonably needed to be retained by Business Associate for its own legal and risk management purposes, including copies of PHI that may be included in information retained for archival purposes. 11 Amendment. The parties acknowledge that federal laws relating to the HIPAA Rules are rapidly evolving and that amendment of this Agreement and the Master Agreement may be required to ensure compliance with such developments.The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of the HIPAA Rules relating to the security or confidentiality of PHI.Upon the request of Covered Entity,Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement and the Master Agreement incorporating any such changes. 12. No Third-Party Beneficiaries.Nothing express or implied in this Agreement is intended to confer,nor shall anything herein confer,upon any person other than Covered Entity,Business Associate and their respective successors or assigns,any rights,remedies,obligations or liabilities whatsoever. 13. Effect on Master Agreement. In the event of any conflict between this Agreement and the Master Agreement between Covered Entity and Business Associate, the terms of this Agreement shall control with respect to the subject matter herein. 14. Survival. The rights and obligations of Business Associate under Section 10.d of this Agreement shall survive the termination of this Agreement. 15. Interpretation.This Agreement shall be interpreted as necessary to 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. 16. Governing Law. Except to the extent not preempted by federal law with respect to the HIPAA Rules,this Agreement shall be construed in accordance with the laws of the State of Florida. Page 6 of 8 17. Notices.All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other.All such notices shall be deemed validly given upon receipt of such notice by certified mail,postage prepaid,facsimile transmission,e-mail or personal or courierdelively: If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. Naples,FL 34112 Attn:Risk Management Director Telephone no:239-252-8966 Email:Jeffrey.Walker@colliercountyfl.gov If to Business Willis of Wisconsin,Inc. Associate: 400 North Executive Drive., Suite 400 Brookfield,WI 53005 Attn:Douglas J.Ley Telephone:(262)780-3340/(414)640-2710 Email: douglas.ley(a),willistowerwatson.com 18. Indemnification. Issues regarding indemnification are to be addressed as provided in the underlying service agreement(Agreement# 19-7581)between the parties. 19. Miscellaneous. a. Severability.In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right,power or remedy.The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. d. Counterparts.Facsimile.This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be signed as of the date first set forth above. Page 7 of 8 cNO COVERED ENTITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA By. _ Iker,Director of Risk Management BUSINESS • .S•CIATE: WILLIS • 'S' • IN,IN Witness: B First Y• 1R Print e: � S' L Sit a Title: I tivot-- bt(Lt' J t( 6.1„\-e,v, c Print Name cpnd Witness: •(Sei a e IR,r,1\( Print Name pproved a to F'' a egality: fdA OFR. each Deputy County Attorney Page 8 of 8 Page 1 of 2 W. DATE(MMIDDIYYYY) A CC)REP CERTIFICATE OF LIABILITY INSURANCE to/zs/zo19 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). PRODUCER CONTACT NAME: Willis Towers Watson Northeast, Inc. fka Willis of New York, Inc. PHONE 1-877-945-7378 (FAX 1-888-467-2378 c/o 26 Century Blvd jAIC.No,Ext): _ l (A/C,No):_ P.O. Box 305191 ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Zurich American Insurance Company l 16535 INSURED INSURER B: Sentry Insurance a Mutual Company -- 24988 Willis North America, Inc. and its subsidiaries INSURER C: Willis Submission Carrier GENRC 200 Liberty Street INSURER D: National Union Fire Insurance Company of P 19445 New York, NY 10281 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W13507868 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 ADDL SUBR POLICY EFF : POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD MD POLICY NUMBER _(MM/DD/YYYY) (MMIDDIYYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 , DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 100,000 A X Contractual Liability MED EXP(Any one person) $ 5,000 Y GL0014436303 07/01/2019 07/01/2020 5,000,000&ADV INJURY $ _ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X POLICY J PRO JECT I LOC PRODUCTS-COMP/OPAGG $ 5,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $B - OWNED SCHEDULED 90-20597-04 07/01/2019 07/01/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS PROPERTY DAMAGE HIRED NON-OWNED $ X AUTOS ONLY X AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB I CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X STATUTE I OTH- ER _ AND EMPLOYERS'LIABILITY B ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? No N/A'. 90-20597-01 :07/01/2019 07/01/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B (Workers Compensation & 90-20597-03 07/01/2019 07/01/2020 EL Each Accident $1,000,000 Employers Liability EL Disease - Each Emp$1,000,000 Per Statute I EL Disease-Policy Lmt$1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 06/25/2019 WITH ID: W11732066. SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Collier County Board of County Commissioners 3295 Tamiami Trail E. �O Naples, FL 34112 -/ ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 18708682 BATCH: 1427453 AGENCY CUSTOMER ID: LOC#: A ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. fka Willis of New York, Inc. Willis North America, Inc. and its subsidiaries POLICY NUMBER 200 Liberty Street See Page 1 New York, NY 10281 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Re: Contract #19-7581 - Group Insurance Actuarial Services for any and all work performed on behalf of Collier County. Collier County Board of County Commissioners is included as an Additional Insured as respects to General Liability where required by written contract or agreement. Indemnification provided by contract is subject the policies terms and conditions. INSURER AFFORDING COVERAGE: Willis Submission Carrier NAIC#: GENRC POLICY NUMBER: SM1920 EFF DATE: 07/01/2019 EXP DATE: 07/01/2020 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Errors & Omissions Per Claim $5,000,000 Aggregate Limit $5,000,000 ADDITIONAL REMARKS: Professional Indemnity Insurance (Errors & Omission Liability) Carrier: Stone Mountain Insurance Company. All employees of Willis North America and its subsidiaries are included as Insureds under the Errors & Omissions policy. INSURER AFFORDING COVERAGE: Sentry Insurance a Mutual Company NAIC#: 24988 POLICY NUMBER: 90-20597-02 EFF DATE: 07/01/2019 EXP DATE: 07/01/2020 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation & EL Each Accident $1,000,000 Employers Liability EL Disease - Each Emp $1,000,000 Per Statute EL Disease-Policy Lmt $1,000,000 INSURER AFFORDING COVERAGE: National Union Fire Insurance Company of Pittsburgh NAIC#: 19445 POLICY NUMBER: 11235223 EFF DATE: 07/01/2019 EXP DATE: 07/01/2020 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Cyber Media Liability Limit: $5,000,000 ADDITIONAL REMARKS: Third party & Privacy, Network and Security are included. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 18708682 BATCH: 1427453 CERT: W13507868 As of 7/1/19 Willis North America Inc. Additional Named Insured covered under the insurance policies noted in attached Accord form, Acclaris Holdings, Inc. Acclaris, Inc. Acclaris Business Solutions Private Ltd Encore Insurance PCC, Limited Encore One IC, Inc. Encore 1551 IC, Inc. Extend Health, LLC(formerly Extend Health, Inc.) Extend Insurance Services LLC Fairly Consulting Group, LLC Freberg Environmental, Inc. Innovisk Services LLC Innovisk Capital Partners, Inc Liazon Benefits, Inc. Liazon Corporation Market Street Holdings, Inc. Premium Funding Associates, Inc. Professional Consultants Insurance Company, Inc. RSDIG Risk Purchasing Group, Inc. Special Contingency Risks Inc. —except for Professional Liability as it is covered elsewhere Stone Mountain Insurance Company The Willis Towers Watson Foundation Towers Perrin Capital Corp. Towers Watson Delaware Holdings LLC(Formerly Towers Watson Delaware Holdings Inc.) Towers Watson Investment Services, Inc. Towers Watson Retiree Insurance Services, Inc. Towers Watson Puerto Rico Insurance Brokerage Inc. Towers Watson Software Limited TPF&C International, Inc. Vertus Insurance Partners, LLC Vertus Insurance Agency, LLC Watson Wyatt International, Inc. Westport Financial Services, LLC Westport HRH, LLC Willis Administrative Services Corporation Willis Americas Administration, Inc. Willis Giaconia Life, LLC Willis HRH, Inc. Willis Towers Watson Insurance Services West, Inc. (formerly known as Insurance Services of California, Inc.) Willis Insurance Services of Georgia, Inc. Willis NA Inc. Willis North America Inc. Willis North American Holding Company Willis of Alabama, Inc. Willis of Arizona, Inc. Willis of Colorado, Inc. Willis of Connecticut, LLC Willis of Florida, Inc. Willis of Greater Kansas, Inc. Willis of Illinois, Inc. As of 7/1/19 Willis of Louisiana, Inc. Willis North America Inc. Additional Named Insured covered under the insurance policies noted in attached Accord form. Willis of Maryland, Inc. Willis of Massachusetts, Inc. Willis of Michigan, Inc. Willis of Minnesota, Inc. (merged into Willis of Ohio Inc. Effective- 1/1/19) Willis of Mississippi, Inc. Willis of New Hampshire, Inc. Willis of New Jersey, Inc. Willis Towers Watson Northeast, Inc. (formerly known as Willis of New York, Inc.) Willis of North Carolina, Inc. Willis of Oklahoma, Inc. Willis of Oregon, Inc. Willis of Pennsylvania, Inc. Willis of Seattle, Inc. Willis Towers Watson Southeast, Inc. (formerly known as Willis of Tennessee, Inc.) Willis of Texas, Inc. Willis of Vermont, Inc. - name change(formerly known as Smith, Bell &Thompson, Inc.) Willis of Virginia, Inc. Willis of Wisconsin, Inc. Willis of Wyoming, Inc. Willis Personal Lines, LLC Willis Processing Services, Inc. Willis Programs of Connecticut, Inc. Willis Re Inc. Willis Securities, Inc. Willis Services LLC Willis Towers Watson CAC, Inc. Willis Towers Watson Management(Vermont), Ltd. Willis Towers Watson Midwest, Inc. (Formerly Willis of Ohio, Inc.) Willis Towers Watson Risk Purchasing Group, Inc. Willis Towers Watson US LLC(Formerly Towers Watson Delaware Inc.) Willis Towers Watson Global Business Services Inc. Willis Towers Analytical Insurance Services Inc. WTW Delaware Holdings LLC Willis US Holding Company, LLC(formerly Willis US Holding Company, Inc.) Sage Underwriters, LLC Sage Insurance Holdings, LLC Carroll Technical Risks Agency, LLC Celerity Professional Liability Insurance Services, LLC Vindati, LLC