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#20-7805 (Risk Management Associates, Inc. d/b/a Public Risk Insurance Advisors) FIXED FEE PROFESSIONAL SERVICE AGREEMENT # 20-7805 for "PROPERTY CASUALTY BROKERAGE SERVICES" THIS AGREEMENT, made and entered into on this 1 �.; day of , 3, , 20 21 , by and between Risk Management Associates, Inc. dba Public Risk Insurance Advisors authorized to do business in the State of Florida, whose business address is 300 North Beach Street, Daytona Beach, FL 32114 ,(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 ❑ of Eon Jan 1, 2022 ,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 two ( -2 ) additional two ( -2 ) 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 ❑M Purchase Order ❑ ❑ Work Offer'. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of ❑■ Request for Proposal (RFP) n Invitation--te Bid (!TB) ❑ Other ( ) # 20-7805 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. 0 The Contractor shall also provide services in accordance with Exhibit A — Statement of Work attached hereto. Page 1 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 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): n 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. n Time-and-Materials: The County agrees to pay the contractor for the amount rkup). This methodology is generally used in projects in which it is not possible to accurately estimate thc size of thc project, or when it is expected that the project • timekeeping or payroll records), material or equipment invoices, and othcr (� Otal fixed price (inclusive of al} received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). Page 2 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 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. 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. • 4.5 ❑ Waage Breakfast $6489 LtificA4 $11.00 giffnef $4.9,09 Aiffafe elass-fare Rentals ng 9-{ rate with a cap of no more than $150.00 per night Parking Actual cost of parking 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 associated with activities and solicitations undertaken pursuant to this Agreement. 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 # 85-8015966531C. Page 3 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 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: Risk Management Associates, Inc. Address: 300 North Beach Street Daytona Beach, FL 32114 Authorized Agent: Matthew Montgomery, Executive Vice President Attention Name & Title: Michelle Martin, CIC, Senior Vice President Telephone: (386) 239-7245; (386) 239-4047 E-Mail(s): mmontgomery@bbpria.com; mmartin@bbpria.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: Jeff Walker, CPCU, ARM Division Name: Risk Management Division Address: 3311 Tamiami Trail East Naples, FL 34112 Administrative Agent/PM: Greily Gonzalez, ARM, Manager, Risk Finance Telephone: (239) 252-8914 E-Mail(s): Greily.Gonzalez@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 2021_Ver.1 CAn 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. • 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. ❑ and--Employee Non-Ownership C. 0 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. Page 5 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 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. n Cybef Liability: 6evefage chall have fRiffinitlfA limits of $ ref e66HFFence. F. ❑ of$ per occuFrcncc. G. n Waters per e66frurrcnee. H. ❑ United States Longshor age-hall be-maintained-where $ per eeetorence. I. ❑ Maritime ❑ (oth -bevefage shall have 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 forty-eight (48) 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. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. Page 6 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 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, or property damage, 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 anyother 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 where the County contributed to or was the sole cause of such negligence. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify. 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 defendunder 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), ®Exhibit A Scope of Services, Exhibit B Fee Schedule, © RFP/ ❑ ITB/ ❑ Other ( ) #20-7805 including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent-quotes,e and n Other Exhibit/Attachment: 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. Page 7 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 Ot). 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, if applicable, 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: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestcx.colliercountyfl.gov 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. 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. Page 8of15 Fixed Price Professional Service Agreement 2021_Ver.I i<'A0 1, 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 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 Page 9 of 15 Fixed Price Professional Service Agreement 2021_Ver.I CAO 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 knowledg able 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 arc met: (1) Proposed replacements have oe aemiad nt personnel. ■ AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement 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 required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 27. • 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. n GRuctbetween or among the terms of any of the Contract Documents and/or the County's Board the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the 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 Page 10 of 15 Fixed Price Professional Service Agreement 2021_Ver.l CM) 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 four (4) 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 2021_Ver.I r,A� 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 Crystal K. Kinzel, Clerk of Courts & Comptroller_. YBy: , Chairman Dated: (SEAL)....At '��' ' $ • ' only, Risk Management Associates, Inc. dba Contractor's nJ+eesses: Public Risk Insurance Advisors Contractor By: Contractors First Witness Signature V P r\c -hevsi c Or gomcry . .xecu#-iVe YY1 i G1tie1l C y . ry\cLY1;n tType/print signature Ind titleT TType/print witness name Contractor's Second Witness 1ZJss-c 1 l TType/print witness name Appr•v-d as to Form and Legality: ill// q11 Y404/02 5c►Oacitounry Attorney Col Teen m• (3ree► e- Print Name Page 12 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 CAO Exhibit A Scope of Services • following this page (containing 3 page/s) ❑ this exhibit is not applicable Page 13 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 FINAL STATEMENT OF WORK The Contractor shall demonstrate its ability to provide the following services with an experienced broker in the marketing and servicing of public and casualty insurance program. 1) Every three (3) years, the Contractor shall solicit insurance coverage proposals and programs from interested markets. The goal of this project shall be to evaluate and recommend the most effective risk-financing program in terms of protection and cost. It is the intent of the County to review various risk financing strategies including programs which encompass the County's current risk financing arrangement and may include first dollar, self- insured retention, large deductible, loss sensitive programs or other programs which would be appropriate for review. The firm chosen shall prepare a project timeline and shall be responsible for developing(with staff)a marketing strategy; making presentations; and implementing the program to include negotiations with carriers and other appropriate parties. The County reserves the right to alter this three(3)year schedule,depending upon market conditions or any other decision factors to include direction by senior management or direction by the Board of Commissioners. 2) Except for those years when a complete program marketing effort is sought, the Contractor shall manage the insurance renewal process.The firm chosen shall develop a project timeline and shall be available for planning, review, presentations, and implementation meetings. A renewal proposal should be presented to the Risk Management Director no later than August 15`h of each year,but in no case shall the renewal program be presented later than September 1st of each year.The written renewal presentation shall include,at a minimum,the following elements: a financial analysis of the renewal; a summary of the overall state of the market by coverage line (capacity,rate trends,coverage trends);a description of material changes in policy terms and their effect on the program;and recommendations regarding potential program alterations and their financial impacts. 3) Assist the Risk Management staff in the development of cost allocation methods by line of insurance; the development and maintenance of loss sensitive premium allocation systems;and assistance with the property and casualty fund management,as needed.The selected firm shall coordinate and complete the following projects: a) The development of the annual Workers' Compensation budget allocation by cost center. This project includes the development of the current loss sensitive allocation system which allocates rates through a traditional manual rating formula as well as on the basis of a three-year net paid average. b) The development of the annual property, liability, automobile, and monoline budget allocation. Premiums are allocated by net operating budget;buildings/structures,contracts and business income;as well as exposure. 4) Provide consulting assistance to Risk Management staff regarding the development and maintenance of contractual insurance standards and provide advice as to the appropriate types and levels of coverage necessary for proposed County contracts,as needed.Conference with County firms regarding contract issues as needed. 5) Request proposals from qualified third party claims administrators, evaluate these proposals, participate in interviews,and make a recommendation to the Risk Management Director; coordinate the approval of selected third party administrators with the appropriate excess carrier(s);maintain frequent contact with claims personnel so as to follow the progress of claims management activities; remain abreast of loss development; resolve problems/conflicts regarding claims administration issues; negotiate fees. Collier County may perform the selection of third-party claims administrators through a Request for Proposal process. 6) Review accounting data received from carriers to assess accuracy and initiate billing activity;resolve accounting differences or discrepancies. 7) Issue binders and insurance certificates of coverage on behalf of the County;request endorsements from carriers and issue identification cards for automobile insurance. 8) Analyze insurance market trends and report in advance on the affect that trends will have on pricing and coverage availability. 9) Perform an annual audit of the Workers' Compensation classification coding by job title. 10) Provide up to sixteen(16)hours of training services to County staff per year on insurance and risk management topics,as needed. 11) Provide consulting advice and assistance regarding the maintenance of the County's Risk Management Information System to include desirable program characteristics and data maintenance such as policy information updating. Provide annual policy data entry services to keep the policy archive current. 12) Coordinate an annual actuarial evaluation of the program to determine funding requirements; seek written quotations and recommend a firms;gather and disseminate loss and other relevant data to the actuary;review the draft report;request changes as needed and forward the final report to the Risk Management Director. This final actuarial report is to be completed by November 15'of each year for the previous fiscal year ended September 30'. Collier County may contract separately to perform the annual actuarial evaluation. 13) Provide routine verbal consulting advice on safety and loss control matters as they relate to the County's risk management program. Onsite inspections, written programs and training programs may be negotiated for an additional fee. 14) Provide access to and consulting advice regarding the potential for utilizing new and emerging risk financing programs. The fee for the implementation of such programs is not included in this proposal, however, if implemented a fee will be negotiated and an amendment to the contract shall be executed. The ability to analyze, recommend and access such services is expected as part of this proposal. 15) Provide resources and information necessary to support the County's Risk Management operations such as ACCORD forms or specialty applications; standard and manual rates; access to classification standards; policy forms;etc. 16) Provide claims management support as needed. Provide onsite claims support for functions related to natural or man-made disasters,if needed. 17) Coordinate the collection of information to support the Builder's Risk Program. Provide up to four(4)hours of annual training on this topic to the County's project design professionals. 18) The Contractor shall designate a highly qualified service team to provide services to the County's Risk Management staff. The firm shall make staff available for a monthly planning meeting as well as any meetings necessary to complete assigned projects. 19) Provide onsite catastrophe claims management assistance, if requested, to assist the County in preparing, submitting and managing the event. License and Certification Requirements: The Contractor shall maintain during the life of this Agreement proof of the following license and certifications held by at least one employee of the firm. Proof shall be provided annually upon award and duration. A copy of the employee's license and/or certification confirms the employee will be available and able to perform work for the County under this proposal. It shall be the firm's responsibility to update the County with any employee changes regarding the requirement. 2-20 General Lines,Properly&Casualty work under the resultant Agreement shall not be performed by an employee of the firm who is not properly licensed. Professional designations include Chartered Property Casualty Underwriter(CPCU)and Associate in Risk Management(ARM) Conditions: 1) The Contractor shall have the capability of accessing insurance markets on a national basis to maximize the availability of coverage for the County's consideration. 2) The Contractor shall demonstrate that it possesses the resources at its disposal as are necessary to fulfill the requirements of the scope of services. 3) Firms who have a financial interest in a third party administrator,insurance company,servicing company or other entity which it intends to propose if chosen, must disclose such financial interest and must demonstrate their ability to meet the scope of services independently of such financial interests. 4) 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. 5) The Contractor must possess all necessary licenses to perform the above-mentioned services as may be required by the State of Florida. 6) Deviations from the compensation method as described herein or from the ability to provide the Scope of Services must be clearly described. Compensation and Transparency: The Contractor shall be compensated on a flat fee basis net of commission payable monthly at 1/12th the annual fee. Fees are payable at the end of the month services are provided. All program premiums and charges are to be written net of commission and the acceptance of a commission shall be grounds for immediate termination of the. If a carrier does not or cannot work on a net of commission arrangement,the firm shall disclose this as part of their price proposal. If this occurs after commencement of the Agreement,the firm shall disclose this fact and the commission shall be deducted from the annual fee or the annual fee shall be re-negotiated. By February 1"each year,the Contractor shall provide an annual statement for the prior period(January through December) confirming all compensation paid by each respective carrier, whether net of commission or by required commissions. Additionally,the County reserves the right to seek additional relevant records as a means of enforcing this provision. C Exhibit B Fee Schedule following this page (pages 1 through ) Page 14 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 Exhibit B Fee Schedule Fixed Fee Professional Services Provided: Per Professional Service Agreement and Solicitation Number 20-8705 Property Casualty Brokerage Services including Contractor ("PRIA") response, as amended. In consideration of the Professional Services provided, County shall compensate Contractor in the amount identified below (the "Fixed Annual Brokerage Fee"). The Fee outlined below shall be invoiced and paid monthly: Annual Period Fixed Annual Brokerage Fee* 1/1/2022 to 12/31/2022 $75,000 1/1/2023 to 12/31/2023 $75,000 1/1/2024 to 12/31/2024 $75,000 1/1/2025 to 12/31/2025 $75,000 I 1/1/2026 to 12/31/2026 $75,000 Contractor will provide all quotes and policies net of commission whenever allowed by insurance carriers. Any commission received from insurance carriers whose underwriting and quotation systems require commission inclusion directly to the broker will immediately be applied toward the outstanding balance of the Brokerage Fee, except: *The Fixed Annual Brokerage Fee does not include: a) National Flood Insurance Program (NFIP) policy commissions will be accepted by Contractor, in accordance with NFIP/FEMA direction. b) Builders' Risk insurance c) Aviation-related insurance The Contractor also agrees to limit/cap domestic wholesale brokerage commissions to no more than 7.5% of premiums for any policies placed on behalf of the County via Contractor's owned domestic wholesale brokerage subsidiaries. Contractor agrees to full transparency regarding the disclosure of all brokerage fees, commissions or other remuneration earned by the Contractor and the Contractor's owned and/or non-owned wholesale brokerages accessed on the County's behalf. The full disclosure of said remuneration shall be disclosed at policy renewals and as part of the annual Stewardship Report(s), including its contribution to Total Cost of Risk. r n0 Other Exhibit/Attachment Description: ❑ following this page (pages through ) n this exhibit is not applicable Page 15 of 15 Fixed Price Professional Service Agreement 2021_Ver.1 0 AGENCY CUSTOMER ID: LOC#: ®ACORO ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Brown&Brown of Florida,Inc. BROWN&BROWN INC ETAL POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes INSURER A-WORKERS COMPENSATION-POLICY UB1R8612692151R-EFF 1-1-21 TO 1-1-22,LIMITS 1,000,000/1,000,000/1,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A`R CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/19/2021 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 Laurie DeSandre NAME: Brown&Brown of Florida,Inc. PHONE (386)239-7242 FAX (386)239-5729 (A/C,No,Ext): (A/C,No): P O Box 2412 E-MAIL Idesandre@bbdaytona.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Daytona Beach FL 32115 INSURER A: Travelers Property Casualty Company of America 25674 INSURED INSURER B: XL Specialty Insurance Company 37885 BROWN&BROWN INC ETAL INSURER C: The Continental Insurance Company 35289 PUBLIC RISK INSURANCE ADVISORS INSURER D: The Charter Oak Fire Insurance Company 25615 PO Box 2412 INSURER E: Daytona Beach FL 32115 INSURER F: COVERAGES CERTIFICATE NUMBER: 21022 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 AWL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGEI0 REN I EL) 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 5,000 A Y TC2JGLSA9527B87421 01/01/2021 01/01/2022 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 PRO-POLICY J PRO LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED TC2JCAP9527B86221 01/01/2021 01/01/2022 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ 50,000 AUTOS ONLY AUTOS ONLY (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 C EXCESS LIAB CLAIMS-MADE 6011849429 01/01/2021 01/01/2022 AGGREGATE $ 10,000,000 DED RETENTION $ $ WORKERS COMPENSATION X STATUTE 0TH AND EMPLOYERS'LIABILITY Y/N 1 D ANY PROPRIETOR/PARTNER/EXECUTIVE NIA UB1 R8701982151 K 01/01/2021 01/01/2022 E.L.EACH ACCIDENT $ , , OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1000000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , , INS AGENTS E&O LIMIT 20,000,000 B ELU172413-21 01/01/2021 01/01/2022 AGGREGATE 20,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) REFERENCE:CONTRACT#20-7805—PROPERTY CASUALTY BROKERAGE SERVICES. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS,OR,BOARD OF COUNTY COMMISSIONERS IN COLLIER COUNTY,OR COLLIER COUNTY GOVERNMENT ARE ADDITIONAL INSUREDS ON THE GENERAL LIABILITY,ON A PRIMARY&NON-CONTRIBUTORY BASIS,PER FORMS CG D2 48 04 19 AND CG DO 37 04 05. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS ACCORDANCE WITH THE POLICY PROVISIONS. 3295 TAMIAMI TRAIL E AUTHORIZED REPRESENTATIVE NAPLES FL 34112 `-'. Z?"I/ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF RISK MANAGEMENT ASSOCIATES, INC. The undersigned, constituting the sole director of Risk Management Associates, Inc., a Florida corporation (the "Company"), hereby adopts the following resolution by written consent, without a meeting: ELECTION OF OFFICERS RESOLVED, that the following individuals are hereby elected as officers of the Company, to serve for the period specified in the Company's Bylaws, or until their earlier death, resignation or removal from office: P. Barrett Brown President Matthew Montgomery Executive Vice President James Lanni Vice President R. Andrew Watts Vice President Robert W. Lloyd Vice President/Secretary Anthony M. Robinson Vice President/Assistant Secretary William Daly Treasurer IN WITNESS WHEREOF, the undersigned sole director of the Company has executed this Consent effective as of October 1, 2021. 1 'i, AVilet-------- P. Barrett Brown DIVISION OF CORPORATIONS DIVSloii of AriiiA•.i--21(i C'C�_J P �T101.1LJ an official;taw of Florida wrbutr Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation RISK MANAGEMENT ASSOCIATES, INC. Filing Information Document Number H16549 FEI/EIN Number 59-2445801 Date Filed 08/14/1984 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 04/15/2003 Event Effective Date NONE Principal Address 300 NORTH BEACH STREET DAYTONA BEACH, FL 32114 Changed: 03/18/2021 Mailing Address 300 NORTH BEACH STREET DAYTONA BEACH, FL 32114 Changed: 03/18/2021 Registered Agent Name&Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Name Changed: 09/18/2019 Address Changed: 09/18/2019 Officer/Director Detail Name&Address Title DIRECTOR/PRESIDENT BROWN, P. BARRETT 300 NORTH BEACH STREET DAYTONA BEACH, FL 32114 Title VICE PRESIDENT WATTS, RICHARD ANDREW 300 NORTH BEACH STREET DAYTONA BEACH, FL 32114 Title VICE PRESIDENT/SECRETARY LLOYD, ROBERT W. 300 NORTH BEACH STREET DAYTONA BEACH, FL 32114 Title TREASURER DALY, WILLIAM R. 300 NORTH BEACH STREET DAYTONA BEACH, FL 32114 Annual Reports Report Year Filed Date 2019 03/21/2019 2020 04/22/2020 2021 03/18/2021 Document Images 03/18/2021--ANNUAL REPORT View image in PDF format 04/22/2020--ANNUAL REPORT View image in PDF format 09/18/2019--Reg.Agent Change View image in PDF format 03/21/2019--ANNUAL REPORT View image in PDF format 04/06/2018--ANNUAL REPORT View image in PDF format 04/17/2017--ANNUAL REPORT View image in PDF format 04/08/2016--ANNUAL REPORT View image in PDF format 04/12/2015--ANNUAL REPORT View image in PDF format 04/23/2014--ANNUAL REPORT View image in PDF format 04/16/2013—ANNUAL REPORT View image in PDF format 04/27/2012--ANNUAL REPORT View image in PDF format 03/20/2012--Reg.Agent Change View image in PDF format 04/29/2011--ANNUAL REPORT View image in PDF format 04/01/2010--ANNUAL REPORT View image in PDF format 04/08/2009--ANNUAL REPORT View image in PDF format 04/01/2009--ANNUAL REPORT v View image in PDF format 04/24/2008--ANNUAL REPORT View image in PDF format 04/17/2007--ANNUAL REPORT View image in PDF format 03/15/2006--ANNUAL REPORT View image in PDF format 02/28/2005--ANNUAL REPORT View image in PDF format 02/10/2004--ANNUAL REPORT View image in PDF format 04/15/2003--Name Change View image in PDF format 03/05/2003--ANNUAL REPORT View image in PDF format