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Backup Documents 12/11/2018 Item #16E 5 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP IT • 5 THE BOARD OF COUNTY COMMISSIONERS O ACCMPANY ALL ORIGINAL DOCUMENTS FOR ri ►- gft\NE-D° Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded tot ,.0 vn Alley Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in t4 uinly!tty Office no later than Monday preceding the Board meeting. ` **NEW** ROUTING SLIP Nlanagernent Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is ak4ggy complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 1,2J11f r- 2. County Attorney Office County Attorney Office I 4. BCC Office Board of County Commissioners 4. Minutes and Records Clerk of Court's Office 1414f% 51A V.1/1 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was December 11,2018 Agenda Item Number 16.E.5 Approved by the BCC Type of Document CONTRACT/Assumptio Number of Original 2 Attached Agreement Documents Attached PO number or account N/A 16-6613 Assured Partners of number if document is Assured Partners of Florida,LLC idba IRMS to be recorded Florida,LLC dba IRMS INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 12/11/2018 and all changes made during the meeting have been incorporated in the attached document. The County a < Attorney's Office has reviewed the changes,if applicable. this li' 9. Initials of attorney verifying that the attached document is the version approved by the 1 N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the an option for Chairman's signature. this line. 16E5 MEMORANDUM Date: December 14, 2018 To: Ana Reynoso, Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Assumption Agreement - Contract #16-6613 "Property & Casualty Brokerage Services" Contractor: Assured Partners of Florida, LLC d/b/a IRMS Attached for your records is an original of each referenced document above, (Item #16E5) adopted by the Board of County Commissioners on Tuesday, December 11, 2018. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 16E5 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 1144-N of rnbelr , 2018 by and between AssuredPartners of Florida, LLC., d/b/a IRMS, a Florida Limited Liability Company, ("Consultant/Contractor") and Collier County, a political subdivision of the State of Florida("County"). WHEREAS, on October 25, 2016 (Agenda Item No. 16.E.1) the County awarded Agreement #16-6613 for "Property and Casualty Brokerage Services" to Insurance and Risk Management Services, Inc.. A copy of Agreement#16-6613 is attached hereto as Exhibit A and hereinafter referred to as "Agreement;"and WHEREAS, AssuredPartners of Florida, LLC. d/b/a IRMS ("IRMS"), hereby represents to Collier County that through an Asset Purchase Agreement, it is the successor in interest to and in relation to the Agreement; and WHEREAS,the parties wish to formalize IRMS assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. Consultant/Contractor accepts and assumes all rights, duties, benefits, and obligations of the Consultant/Contractor under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. Consultant/Contractor will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notices required under the Agreement sent to Consultant/Contractor shall be directed to: CONSULTANT/CONTRACTOR: AssuredPartners of Florida, LLC d/b/a IRMS 8950 Fontana Del Sol Way, Suite 200 Naples, Florida 34109 Main Phone: 239-649-1444 Attention: William Kuhlman,Executive Vice President Email: Whkuhlmanirmsinc.cOIIF [18-PRC-03762/1444211/1] 1 1 6 E5 5. The County hereby consents to Consultant/Contractor's assumption of the Agreement to continue the services provided under Agreement #16-6613. No waivers of performance or extensions of time to perform are granted or authorized. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel,Clerk of Courts &Comptroller COLLIER C• . TY, FLORID; B : 1 Ala t,P,/ , , t ,uty Cl.r� , By. A Attest as to Chairman's' Andy Solis, Chairman signature only. Witnesses: ASSUREDPARTNERS OF FLORIDA, LLC. D/B/A IRMS \\(WL HOU' 3 Signature `'x�r zi 1-1-1n-e) By: Print Name STEU€ 130eL FE L / N'Es1 Env T Print Name/Title , a =.1 %c Date: 1 I -i s-- ab l e Signature S C. LOPTI--- Print Name Approv: a- to • • .. • - .ality: wit 00 Jeffrey • I at w County A i ome [18-PRC-03762/1444211/1] 2 ___--, 0 16E 5 AC oREP CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/5/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jeanne Vezina AssuredPartners Northeast, LLC PHO No.Ext): (914)761-9000 (ac,Nol: (914)761-3749 123 Main Street E-MAILoSS:JVezina@skcg.com 14th Floor INSURER(S)AFFORDING COVERAGE NAIC# White Plains NY 10601 INsuRERA:Charter Oak Fire 25615 INSURED INSURER B:Travelers Indemnity Co. 25658 Insurance and Risk Management Services, Inc. INsuRERC:Travelers Prop Casualty Co. of Am. 25674 c/o AssuredPartners, Inc. INSURERD:ACE American Insurance Company 10030 200 Colonial Center Parkway INSURERE: Lake Mary FL 32746 INSURERF: COVERAGES CERTIFICATE NUMBER:CL1810517274 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 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED A CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 1,000,000 X 6301C226998 10/1/2018 10/1/2019 MEDEXP(Any one person) $ 10,000 PERSONAL&ADV INJURY _ $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X PRO- POLICY JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY CO sBINEDctSINGLE LIMIT $ 1,0 0 0,000 B X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BA330D8750 10/1/2018 10/1/2019 BODILYINJURY(Peraccident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 25,000,000 C EXCESSLIAB CLAIMS-MADE AGGREGATE $ 25,000,000 DED RETENTION$ CUP9J434350 10/1/2018 10/1/2019 $ WORKERS COMPENSATION X PER 0TH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A A (Mandatory in NH) UB3C199729-17 10/1/2018 10/1/2019 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Cyber Liability G2668774004 11/6/2017 11/6/2018 $10,000,000 Limit $175,000 Ded. Security & Privacy Coverage DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Certificate Holder is included as additional insured if required by written contract with respects to General Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE Sheila Conley/SABU C.� e - ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 1NS025(201401) 1 6 E 5 AlLco/ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) V 10/04/2018 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 Heather Verdui NAME: Mike Smith,New Jersey Lic.P&C/Surplus#9940165 (g1CO N,Ext): (201)847-9175 FAX No); (201)847-9174 Axis Insurance Services,LLC E-MAIL hverdui@axisins.com 795 Franklin Avenue,Suite 210 INSURER(S)AFFORDING COVERAGE NAIC# Franklin Lakes NJ 07417INSURERA: Allied World Insurance Company 22730 INSURED INSURER B: INSURER C: AssuredPartners of Florida,LLC INSURER D: 8590 Fontana Del Sol Way,Suite 300 INSURER E: Naples FL 34109 INSURER F: COVERAGES CERTIFICATE NUMBER: #0120 E018/19p 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 ADDLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 15,000,000 XDAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ Limits are Per Claim MED EXP(Any one person) $ A X Errors&Omissions 0307-7977 10/01/2018 10/01/2019 PERSONAL&ADV INJURY _ $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 15,000,000 )41 PRO- POLICY JECT LOC PRODUCTS-COMP/OPAGG $ OTHER: Retention Per Claim $ 250,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) _ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE _ $ _ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS)VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Services include Insurance Agent/Broker,Claims Administration,Benefits Administrator,Enrollment Services and Third Party Administrator. Principals,employees,solicitor,sub-agent,sub-broker and independent contractors of the Insured are included in the definition of insured and covered for Professional Services performed on behalf of and at the direction of the Named Insured on this certificate. 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. 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE '� f Naples FL 34112 I V�i{,p� 004— I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 6 E5 Additional Named Insureds Other Named Insureds. AssuredPartners Inc. AssuredPartners of Florida, LLC AssuredPartners of Florida, LLC (dba) Alliance Marine Risk Managers AssuredPartners of Florida, LLC (dba) Assured Risk Solution AssuredPartners of Florida, LLC (dba) Dawson Of Florida, LLC AssuredPartners of Florida, LLC (dba) Florida Insurance Specialists AssuredPartners of Florida, LLC (dba) Glenn/Davis & Associates AssuredPartners of Florida, LLC (dba) IRMS (Retro 12/4/2017) AssuredPartners of Florida, LLC (dba) Ranew Insurance Agency (Retro 8/1/2018) AssuredPartners of Florida, LLC (dba) Sowell Agency AssuredPartners of Florida, LLC (dba) Stoutamire-Pavlik & Associates OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC I 6E 5 AGREEMENT 16-6613 for Property Casualty Brokerage Services THIS AGREEMENT, made and entered into on this 44.' day of Od-o 2016, by and between Insurance and Risk Management Services, Inc., authorized to do business in the.State of Florida, whose business address is 8950 Fontana Del Sol Way, #200, Naples, FL 34109, (the Consultant/Contractor and IRMS) and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three (3) year period, commencing on January 1, 2017 and terminating on December 31, 2019, or until all outstanding Purchase Orders 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 Consultant, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Consultant written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then 'rn effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred • and eighty (180) days. The County Manager, or his designee, shall give the Consultant written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon the issuance of a Purchase Order. 3. STATEMENT OF WORK. The Consultant shall provide property casualty brokerage insurance services in accordance with the terms and conditions of RFP #16-6613, Exhibit A — Scope of Work, and the Consultant's proposal referred to herein and made an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Consultant for the performance of this Agreement an annual flat unit price of $75,000 to be paid in equal monthly installment payments of $6,250, as outlined in Exhibit B Fee Schedule and per the price Page 1 of 13 #16-6613'Property Casualty Brokerage Services" Risk Management Services,Inc. 16E methodology as defined in Section 4.1, as defined in this Agreement. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218 Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." 4.1 Price Methodology: Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. 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. 4.2 Any County agency may purchase 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. 5. SALES TAX. Consultant shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: Insurance and Risk Management Services, Inc. 8950 Fontana Del Sol Way, #200 Naples, FL 34109 239/649-1444 Telephone; 239/649-7933 Fax William Kuhlman, CPCU, ARM-P All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Director, Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 Page 2 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,Inc.® 1 6E 5 The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 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 Consultant. The County will not be obligated to pay for any permits obtained by Subcontractors/Subconsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 9. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of the Consultant to be objectionable or improper, the County shall have the right to suspend the Agreement of the Consultant. Should the Consultant fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Consultant 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 sole judge of non- performance. In the event that the County terminates this Agreement, Consultant's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Consultant shall not be entitled to any other or further recovery Page 3 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,Inc, C90 16E5 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 Consultant agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. 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. C. Professional Liability: Shall be maintained by the Consultant to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Consultant waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Consultant during the duration of this Agreement. The Consultant shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Consultant shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Consultant of this requirement to provide notice. Consultant shall ensure that all sub-Consultants comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable Page 4 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,Inc. 1 6 E attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Consultant, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 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 Consultant, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Consultant. Consultant's obligation to indemnify and defend under this Article 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. Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. 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: Consultant's Proposal, Insurance Certificate(s), Exhibit A Scope of Work, Exhibit B Fee Schedule, RFP #16-6613-Property Casualty Brokerage Services Scope of Services and Addenda. 17. 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. 18. 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 Page 5 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,Inc. 1 6E 5 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. 19. 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. 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, Page 6 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,Inc. 1 6E 5 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. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. 21. 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. 22. 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. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. 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. 25. AGREEMENT STAFFING. The Consultant'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 Consultant shall assign as many people as necessary to complete the required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates. Page 7 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services, Inc. 6E 5 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP), the Consultant's Proposal, and/or the County's Board approved Executive Summary, this Agreement shall take precedence. 27. ASSIGNMENT. Consultant shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Consultant does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Consultant all of the obligations and responsibilities that Consultant has assumed toward the County. 28. SECURITY. The Consultant is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Consultant shall be responsible for all associated costs. If required, Consultant 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. Consultant shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Consultant's employees and subConsultants must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Consultant ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Consultant 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 Consultant shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPSCa7colliergov.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. * * * * * Page 8 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,Inc. • ioE5 5 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER C UNTY, FLORIDA Dwight E kiy,beli'<,E r5•of Cou By t►qw,y, • L- By, Jn6' Is;140 Donna tiala, Chairman Dated,- (SEAL); �• Attest,aito,Ch4106.4VInsurance and Risk Mana'ement Services signature only. Inc, Con - t ''5(,4 atitio-4 By: /Ca& First Witness A ./ i natu - 1 -/c-a4ht'e /b(C._ Eogbe (� �r-Ir?CL-4_6" :es/L /v'r TType/print witness nmet TType/print signature and titleT OrdAua.... (4:473EP Second Witness )0/2 el n( £� �/ TType/print witness name 'proved as to Form and Legality: ssistan ,Cpiuntyn ttpkneee Print Name Page 9 of 13 #16-6613 Property Casualty Brokerage Services" Risk Management Services,Inc. 1 6 E Exhibit A— Scope of Work 1) Every three (3) years, Insurance and Risk Management Services, Inc. (IRMS) 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 Consultant 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, IRMS shall manage the insurance renewal process. IRMS 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 15th of each year, but in no case shall the renewal program be presented later than September 1st of each year. 3) Assist the Risk Management staff in the development of budgeted rate structures 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 Consultant 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 mono-line 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 vendors 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; Page 10 of 13 #16-6613 Property Casualty Brokerage Services" Risk Management Services,Inc. et) 5 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 vendor; 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 15th of each year for the previous fiscal year ended September 30th. 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 including Wrap-up Programs or other types of 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 Agreement. 15) Provide resources and information necessary to support the County's Risk Management operations such as ACCORD forms; standard and manual rates; access to classification standards; policy forms; etc. Page 11 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,In „ ; 16E 5 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) IRMS shall designate a highly qualified service team to provide services to the County's Risk Management staff. The Consultant shall make staff available for a monthly planning meeting as well as any meetings necessary to complete assigned projects. Conditions IRMS shall have the capability of accessing insurance markets on a national basis to maximize the availability of coverage for the County's consideration. IRMS shall demonstrate that it possesses the resources at its disposal as are necessary to fulfill the requirements of the scope of services. IRMS shall demonstrate a proven record of providing services of this type to clients of the same size, nature, and complexity as Collier County. IRMS must possess all necessary licenses to perform the above-mentioned services as may be required by the State of Florida. Compensation and Transparency: IRMS shall be compensated on a monthly basis at 1112th 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 Agreement. 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. IRMS shall provide an annual statement from each carrier confirming that the insurance carrier has paid no commissions. Additionally, the County reserves the right to seek additional relevant records as a means of enforcing this provision. Page 12 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,Inc. ('e;) 1 6E-7 Exhibit B - Fee Schedule Period Annual Unit Price Payable in 1/12th *(1) Estimated Commissions montbly.payments . to be Paid by the Carrier 1/1/17 to $75,000 $6,250 $43,500 12/31/17 1/1/18 to $75,000 $6,250 $45,600 12/31/18 1/1/19 to $75,000 $6,250/ $47,900 12/31/19 *(1) No agent or broker is permitted to write Flood policies in the National Flood Insurance Program (NFIP) net of commission. The Estimated Commissions are for NFIP Flood policies only are based on the current policy schedule and IRMS history of writing these policies for Collier County. (2) The future estimated commissions are very hard to predict because of the changes NFIP makes and the changes that IRMS constantly make to the policies. The estimated commissions could actually come in lower than what is stated above. At the end of each contract period IRMS will provide an annual commission statement to the County for all NFIP policies. (3) The cost to handle the negotiation and placement of mono-line Builders Risk policies is included the fee schedule above. Page 13 of 13 #16-6613"Property Casualty Brokerage Services" Risk Management Services,Inc. C40 1 6 E ASSUREDPARTNERS OF FLORIDA,LLC ACTION BY WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF MANAGERS The undersigned, being all of the members of the board of managers (the `Board") of ASSUREDPARTNERS OF FLORIDA,LLC, a Florida limited liability company (the "Company"), in lieu of holding a special meeting of the Board, hereby take the following actions and adopt the following resolutions effective as of January 1, 2018 (the "Effective Date") by unanimous written consent pursuant to the Company's operating agreement and the Florida Revised Limited Liability Company Act: ELECTION OF OFFICERS RESOLVED, that, effective immediately, the Board hereby removes each officer of the Company appointed prior to the Effective Date. FURTHER RESOLVED, that, effective as of the Effective Date, the Board hereby appoints each of the following individuals to serve in the office or offices set forth opposite their name (each, interchangeably, a"Proper Officer") and to hold such office until the earlier of their death,resignation,or removal: Name: Title: Jim W.Henderson Chief Executive Officer John W.Suber,Jr. President Thomas E. Riley Executive Vice President & Chief Operating Officer Paul Vredenburg Executive Vice President Eric Anderson Executive Vice President Dean J. Curtis Executive Vice President Stanley K. Kinnett II Executive Vice President & Secretary Steve Bueltel Senior Vice President Rick Cote Senior Vice President Matthew D. Bevins Senior VicePresident Brian Lindahl Senior Vice President Brian Glenn Vice President Sean Davis Vice President Jeffrey R. Stoutamire Vice President Ryan L. Pavlik Vice President Brian Fitzgerald Vice President Lesli Whisenant Vice President Joe Guercio Compliance Officer Frank J. Russo Compliance Officer Allyson Olver Compliance Officer GENERAL RATIFICATION 1 6E 5 RESOLVED, that any acts of any Proper Officer or of any person or persons designated and authorized to act by a Proper Officer, which acts would have been authorized by the foregoing resolutions except that such acts were taken prior to the adoption of such resolutions, are hereby severally ratified, confirmed, approved and adopted as acts in the name and on behalf of the Company. MISCELLANEOUS RESOLVED, that in order to fully carry out the intent and effectuate the purposes of the foregoing resolutions, each Proper Officer is, and together they hereby are, authorized to take all such further action, and to execute and deliver all such further instruments and documents, in the name and on behalf of the Company and to pay all such fees and expenses, which shall in such Proper Officer's judgment be necessary, proper, or advisable. FURTHER RESOLVED, that this consent may be executed in any number of counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same consent. FURTHER RESOLVED, that facsimile or photostatic copies of signatures to this consent shall be deemed to be originals and may be relied on to the same extent as the originals. FURTHER RESOLVED, that the actions taken by this consent shall have the same force and effect as if taken at a special meeting of the Board duly called and constituted pursuant to the Company's operating agreement and the laws of the State of Florida. * * * * 2 I 6E 5 IN WITNESS WHEREOF, the undersigned have executed this consent effective as of the Effective Date. /l/ Henderson '` Thomas E.Riley Paul Vredenburg Board of Managers Consent •Election of Officers 1 6 E IN WITNESS WHEREOF, the undersigned have executed this consent effective as of the Effective Date. • Jim W, Henderson <4.640 eC Thomas E. Riley Paul Vredenburg Board of Managers Consent Election of Officers 1 6 E5 IN WITNESS WHEREOF, the undersigned have executed this consent effective as of the Effective Date. Jim W. Henderson Thomas E. Rile Paul Vr denburii APIF Board of Managers Consent -Election of Officers 16E5 STATE OF FLORIDA COUNTY OF SEMINOLE The fore oing consent was executed before me this 1'day of January, 2018 by Jim WW. Henderson, Paul Vredenburg and Thomas E. Riley, who are personally known to me. (NOTARY SEAL) i y��M� .�. .,. _ %A SMITH /1i. LINDA SMITH ,.' t. MY COMMISSION k FF 178681 Not=,,,, Public, State of Florida . :,= EXPIRES:March 21 2019 My Commission Expires: 3/21/19 „ '. Bonded Thu NoMry Public UM' emotes