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Brown & Brown Northwest ~ C140057 - Ins Agent
City of Tigard- Contract Summary Form (Form must accompany every contract) Contract Title: Insurance Agent of Record Services Number: )Cj(0,-�;- Contractor: Brown and Brown Northwest Contract Total: $195,376/5 yr. total for regular services Summary Overview: Contract for insurance agent services. Agent solicits bids and purchases in coverage for City, approves insurance coverage for various contracts,provides employee training, and other risk management services. Fee includes all regular services. Extra service& cost noted in contract. Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ❑x Low Risk Reduction Steps:Using licensed insurance agency that has strongest local government support experience Risk Comments: Insurance coverage meets and exceeds minimum requirements. Risk Approval: Contract Mgr: Loreen Mills Ext: 2417 Dept: City Manager's/Risk Type: ❑ Purchase Agreement ❑x Personal Service❑ General Service ❑ Public Improvement ❑ IGA ❑ Other: Start: 03/25/2014 End: 03/25/2019 Firm Amount/Score Quotes/Bids/Proposals:Brown and Brown NIX' 141.7 points McGriff, Seibels &Williams 108.2 points PayneWest 114.7 points Account String Fund-Division-Account Work Order-Activity Type Amount Year 1 600-1200-54001 Regular services. Extra service/cost in contract $ 36,800 Year 2 600-1200-5400 Regular services. Extra service/cost in contract $ 37,904 Year 3 600-1200-54004 Regular services. Extra service/cost in contract $ 39,041 Year 4 600-1200-54001 Regular services. Extra service/cost in contract $ 40,212 Year 5 600-1200-54001 Regular services. Extra service/cost in contract $ 41,419 Approvals LCRB Date 03/11/2014 Department Comments: Department Signatures�W� Contracting Comments: Contracting Signature: City Manager Comments: City Manager Signature: ' Contract Number�/q CITY OF TIGARD,OREGON PERSONAL SERVICES CONTRACT INSURANCE AGENT OF RECORD SERVICES THIS AGREEMENT made and entered into this 25th day of March,2014 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Brown and Brown Northwest,hereinafter called Consultant. RECITALS WHEREAS, the City's 2013-2014 fiscal year budget provides for services related to insurance agent of record services;and WHEREAS, City has need for the services of a company with a particular training, ability, knowledge,and experience possessed by Consultant,and WHEREAS, City has determined that Consultant is qualified and capable of performing the professional services as City does hereinafter require,under those terms and conditions set forth, THEREFORE, the Parties agree as follows: 1. SERVICES TO BE PROVIDED Consultant shall initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Consultant agrees to complete work that is detailed in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City will be contained in subsequent scope of work as needed. Consultant's proposal is attached as Exhibit B. Consultant's Broker Services Agreement is attached as Exhibit C. 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon the date of execution, and shall expire, unless otherwise terminated or extended, on March 25,2019. All work under this Agreement shall be completed prior to the expiration of this Agreement. 3. COMPENSATION The City agrees to pay Consultant a fee for service for performance of those services described herein and in any subsequent agreements that arise from the work under this Agreement. The total amount paid to the Consultant by the City shall not exceed Thirty Six Thousand Eight Hundred Dollars ($36,800) annually for performance of those services described herein for the first year of the contract. Each subsequent year of the contract, beginning July 1, 2015, fee for service will be calculated by adding an annual escalator of three percent (3%) for each of the following years during which this contract is in effect. Any and all payments made to the Consultant shall be based upon the following applicable terms: A. Payment by City to Consultant for performance of services under this Agreement includes all expenses incurred by Consultant, with the exception of expenses, if any identified in this Agreement as separately reimbursable. B. Payment will be made annually based on Consultant's invoice for base services, subject to the approval of the City Manager,or designee. Special services above the base service package will be billed not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice for special services. C. Payment by City shall release City from any further obligation for payment to Consultant, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. D. Consultant shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. E. Consultant shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. F. Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. G. If Consultant fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Consultant or a subcontractor by any person as such claim becomes due, City's Finance Director may pay such claim and charge the amount of the payment against funds due or to become due the Consultant. The payment of the claim in this manner shall not relieve Consultant or their surety from obligation with respect to any unpaid claims. H. Consultant shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. I. Consultant shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical,surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Consultant or all sums which Consultant agrees to pay for such services and all moneys and sums which Consultant collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. J. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract during the current fiscal year. Funding during future fiscal years shall be subject to budget approval by Tigard's City Council. 4. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Consultant which result from this Agreement, including any computations, plans, correspondence or pertinent data and information gathered by or computed by Consultant 2 1 P a g e Agent of Record Personal Services Agreement 2014—2019 prior to termination of this Agreement by Consultant or upon completion of the work pursuant to this Agreement. 5. ASSIGNMENT/DELEGATION Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Consultant shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them,and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. 6. STATUS OF CONSULTANT AS INDEPENDENT CONSULTANT Consultant certifies that: A. Consultant acknowledges that for all purposes related to this Agreement, Consultant is and shall be deemed to be an independent Consultant as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore,in the event that Consultant is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Consultant under the terms of this Agreement, to the full extent of any benefits or other remuneration Consultant receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Consultant or to a third party) as a result of said finding. B. The undersigned Consultant hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from Consultant, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. If this payment is to be charged against Federal funds, Consultant certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his or her normal charge for the type of service provided. Consultant and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. C. Consultant shall obtain, prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee though the end of the calendar year. 3 1 P a g e Agent of Record Personal Services Agreement 2014—2019 D. Consultant is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. INDEMNIFICATION A. The City has relied upon the professional ability and training of the Consultant as a material inducement to enter into this Agreement. Consultant represents to the City that the work under this contract will be performed in accordance with the professional standards of skill and care ordinarily exercised by members of the Consultant's profession under similar conditions and circumstances as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of an Consultant's work by the City shall not operate as a waiver or release. Acceptance of documents by City does not relieve Consultant of any responsibility for deficiencies, errors or omissions. B. Claims for other than Professional Liability. Consultant agrees and shall indemnify, defend, save and hold harmless the City of Tigard, its officers, employees, agents, and representatives from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, of whatsoever nature, including intentional acts resulting from or arising out of the activities of Consultant or its subcontractors, sub- consultants, agents or employees in performance of this contract at both trial and appeal level, whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies.. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. C. Claims for Professional Liability. Consultant agrees and shall indemnify, defend, save and hold harmless the City of Tigard,its officers, employees, agents, and representatives from all claims, suits, or actions and all expenses incidental to the investigation and defense thereof, arising out of the professional negligent acts, errors or omissions of Consultant or its subcontractors, sub-consultants, agents or employees in performance of professional services under this agreement. D. As used in subsections B and C of this section, a claim for professional responsibility is a claim made against the City in which the City's alleged liability results directly or indirectly, in whole or in part, from the quality of the professional services provided by Consultant, regardless of the type of claim made against the City in performance of this contract. A claim for other than professional responsibility is a claim made against the City in which the City's alleged liability results from an act or omission by Consultant unrelated to the quality of professional services provided by Consultant in performance of this contract. 8. INSURANCE Consultant and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover risks arising directly or indirectly out of Consultant's activities or work hereunder, including the operations of its subcontractors of any tier. 4 1 P a g e Agent of Record Personal Services Agreement 2014—2019 The policy or policies of insurance maintained by the Consultant shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $3,000,000 Products-Completed Operations Aggregate $2,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $2,000,000 Fire Damage (Any one fire) $50,000 B. Professional Liability Consultant shall obtain, at Consultant's expense, and keep in effect during the term of this contract, Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts. Combined single limit per claim shall not be less than $2,000,000, or the equivalent. Annual aggregate limit shall not be less than$3,000,000 and filed on a"claims-made"form. C. Commercial Automobile Insurance Consultant shall also obtain, at Consultant's expense, and keep in effect during the term of the contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence shall not be less than$2,000,000. If Consultant uses a personally-owned vehicle for business use under this contract, the Consultant shall obtain, at Consultant's expense, and keep in effect during the term of the contract, business automobile liability coverage for all owned vehicles on an "occurrence" form. The Combined Single Limit per occurrence shall not be less than $2,000,000. D. Workers' Compensation Insurance The Consultant, its subcontractors, if any, and all employers providing work, labor, or materials under this Contract that are subject employers under the Oregon Workers' Compensation Law shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Consultants who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers 51Page Agent of Record Personal Services Agreement 2014—2019 shall provide Employer's Liability Insurance with coverage limits of not less than $1,000,000 each accident. E. Additional Insured Provision All policies aforementioned, other than Workers' Compensation and Professional Liability, shall include the City its officers, employees, agents and representatives as additional insureds with respect to this contract. F. Extended Reporting Coverage If any of the aforementioned liability insurance is arranged on a "claims-made" basis, Extended Reporting coverage will be required at the completion of this contract to a duration of 24 months or the maximum time period the Consultant's insurer will provide such if less than 24 months. Consultant will be responsible for furnishing certification of Extended Reporting coverage as described or continuous "claims-made" liability coverage for 24 months following contract completion. Continuous "claims-made" coverage will be acceptable in lieu of Extended Reporting coverage, provided its retroactive date is on or before the effective date of this contract. G. Insurance Carrier Rating Coverage provided by the Consultant must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M. Best rating of "A-VII" or better, or equivalent. The City reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. H. Self-Insurance The City understands that some Consultants may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type of coverage required. If the Consultant is self- insured for commercial general liability or automobile liability insurance the Consultant must provide evidence of such self-insurance. The Consultant must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self- insurance is adequate. I. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Consultant shall furnish a Certificate of Insurance to the City. No contract shall be effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the below address prior to coverage expiration. J. Independent Consultant Status The service or services to be rendered under this contract are those of an independent Consultant. Consultant is not an officer, employee or agent of the City as those terms are used in ORS 30.265. 6 1 P a g e Agent of Record Personal Services Agreement 2014—2019 K. Primary Coverage Clarification The parties agree that Consultant's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. L. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability and automobile policies required by this contract. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd. Tigard, Oregon 97223 At the discretion of the City, a copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company may be required to be forwarded to the above address. Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance shall not be construed to limit Consultant's liability hereunder. Notwithstanding said insurance, Consultant shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. 9. METHOD &PLACE OF SUBMITTING NOTICE,BILLS AND PAYMENTS All notices, bills and payments shall be made in writing and may be given by personal delivery, mail or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices, bills, payments, and other information: 'CIT, Y OF`IOA, WOW A i 15 .. .. .. Attn: Loreen Mills Attn: Ron Cutter Address: 13125 SW Hall Blvd. Address: 2701 NW Vaughn,Suite 340 Tigard, OR 97223 Portland, OR 97210 Phone: (503) 718-2417 Phone: (503) 219-3270 Fax: (503) 639-6795 Fax: (503) 914-5470 Email: loreen@ti�vard-or_gov Email: rcutter@bbnw.com and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills and payments are to be given by giving written notice pursuant to this paragraph. 7 1 P a g e Agent of Record Personal Services Agreement 2014—2019 10. MERGER This writing is intended both as a final expression of the Agreement between the patties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 11. PROFESSIONAL SERVICES The City requires that services provided pursuant to this agreement shall be provided to the City by a Consultant that does not represent clients on matters contrary to City interests. Further, Consultant shall not engage services of a consultant or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests. Should the Consultant represent clients on matters contrary to City interests or engage the services of a consultant or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests, Consultant shall consult with the appropriate City representative regarding the conflict. After such consultation, the Consultant shall have forty-five (45) days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 13(B)(3) of this agreement. 12. TERMINATION WITHOUT CAUSE At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving 90 days written notice to Consultant. If City terminates the contract pursuant to this paragraph, it shall pay Consultant for services rendered to the date of termination. 13. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Consultant, or at such later date as may be established by City, under any of the following conditions: 1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds 2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Consultant,its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 8 1 P a g e Agent of Record Personal Services Agreement 2014—2019 4) If Consultant becomes insolvent,if voluntary or involuntary petition in bankruptcy is filed by or against Consultant,if a receiver or trustee is appointed for Consultant, or if there is an assignment for the benefit of creditors of Consultant. Any such termination of this agreement under paragraph (A) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Consultant, may terminate the whole or any part of this Agreement: 1) If Consultant fails to provide services called for by this agreement within the time specified herein or any extension thereof, or 2) If Consultant fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3) If Consultant fails to eliminate a conflict as described in Section 11 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Consultant shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (B), Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Consultant bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Consultant. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. As Consultant is paid in full at the beginning of each contract year, any early termination of this Agreement under paragraph A or B above shall result in the Consultant reimbursing the City a prorated amount for the remaining contract year. 14. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Consultant as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 15. FORCE MNEURE Neither City nor Consultant shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled,including but not restricted to, an 9 1 P a g e Agent of Record Personal Services Agreement 2014—2019 act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine resttiction, area-wide strike, freight embargo,unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten (10) days from the beginning of such delay,notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall,upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 16. NON-WAIVER The failure of City to insist upon or enforce strict performance by Consultant of any of the terms of this Agreement or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 17. NON-DISCRIMINATION Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Consultant also shall comply with the Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws. 18. ERRORS Consultant shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 19. EXTRA(CHANGES)WORK Only the City's Project Manager for this Agreement may authorize extra (and/or change) work. Failure of Consultant to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Consultant thereafter shall be entitled to no compensation whatsoever for the performance of such work. 20. ATTORNEY'S FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs,including attorney's fees and court costs on appeal. 21. GOVERNING LAW The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 22. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Consultant shall comply with all applicable federal, state and local laws,rules and regulations, including, but not limited to, the requirements concerning working hours, overtime,medical care, workers compensation insurance, health care payments, payments to employees and 10 1 Page Agent of Record Personal Services Agreement 2014—2019 subcontractors and income tax withholding contained in ORS Chapters 279A, 279B and 279C,the provisions of which are hereby made a part of this agreement. 23. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract,this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 24. AUDIT Consultant shall maintain records to assure conformance with the terms and conditions of this Agreement, and to assure adequate performance and accurate expenditures within the contract period. Consultant agrees to permit City, the State of Oregon, the federal government, or their duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 25. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 26. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, seller must make payment promptly as due to persons supplying Consultant labor or materials for the execution of the work provided by this order. Consultant must pay all contributions or amounts due from Consultant to the Industrial Accident Fund incurred in the performance of this order. Consultant shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be furnished. Consultant further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 27. MEDICAL CARE AND WORKERS' COMPENSATION Consultant shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury, to the employees of such Consultant, of all sums which the Consultant agrees to pay for such services and all moneys and sums which the Consultant collected or deducted from the wages of the employees pursuant to any law, Consultant agreement for the purpose of providing or paying for such service. 111 Page Agent of Record Personal Services Agreement 2014—2019 C 28. COMPLETE AGREEMENT This Agreement,including the exhibits,is intended both as a final expression of the Agreement between the Parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibits, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A shall control. In the event of an inconsistency between this contract including Exhibit A and Exhibit C, the contract and Exhibit A shall control. No waiver,consent,modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent,modification, or change if made,shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Consultant,by the signature of its authorized representative,hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Consultant has executed this Agreement on the date hereinabove first written. Awarded by Tigard's Local Contract Review Board at their March� 2014 meeting. CITY OF TIGARD BROWN AND BROWN NORTHWEST f , By: Marty Wine, City Manager By:Authorized Agent of Consultant 3-Iz) -3 �� a Date Date 121Page Agent of Record Personal Services Agreement 2014—2019 C EXHIBIT A SERVICES TO BE PROVIDED A. SCOPE OF SERVICES (BASE SERVICES) Brown and Brown NW will be required to perform the services outlined below: 1. Represent city as agent of record for property casualty side of coverage. These services are consistent with the CIS definition of agent of record with additional funding and consultative risk management issue services. This definition can be found at the CIS website by following the link: hqp://www.cisoregon.org/Qloaddocs/agentservices.pdf. Also,represent city as agent of record for workers compensation. The city has the need for infrequent or rare workers'comp consultation. 2. Assist City, as needed,in evaluation and recommendation in the areas of risk management, safety loss control, review contract insurance requirements and certificates of insurance provided by contractors and other vendors. 3. Assist in the design of a comprehensive insurance program, addressing retention levels, broadest available coverage terms and insurer financial security. 4. Make recommendations for self-insurance and other risk-financing methods as appropriate. 5. Organize renewal underwriting information and prepare insurance specifications. 6. Prepare marketing strategies for review by City prior to approaching markets. 7. Approach insurance marketplace on behalf of City. Analyze insurer proposals with respect to cost, coverage and stability of insurers. Review proposals received from insurance companies for conformance with specifications and present quotations to City in a spreadsheet format detailing and comparing coverages, forms and pricing. Make recommendation to City's Project Manager for approval. Negotiate final renewal terms. 8. Obtain policies from insurance carriers and forward to City in a timely fashion. Keep City apprised of delays. 9. Review all binders, policies and endorsement to assure coverage is as intended. Verify accuracy of all policies,endorsements and invoices prior to delivery. 10. Maintain a summary listing of all policies and endorsements that identify the type of coverage,insurance company name &policy number,policy period, coverage synopsis and a brief synopsis of significant coverage features, policy limits, deductibles, and premiums. Update summary pages as revisions occur. Identify potential or actual uninsured or underinsured exposures. 11. Issue Certificates of Insurance and other evidence of insurance as requested or required. 12. Place, cancel and otherwise handle, at the direction of the City and for the benefit of the City all placements,binders,policies and endorsements as requested by the City in a timely fashion which would avoid lapses in coverages. 13. Assist City in submittal of claims to insurance carriers. Interface with carrier when coverage issues arise. 14. Maintain insurable values on buildings at replacement value, include new construction and make statement available to the City. 15. Consult with the Project Manager when called upon throughout the year on any matters pertaining to the operation of the City's insurance and safety programs. 16. Be available to attend meetings when needed. Respond to questions in a timely manner. 17. Prior to renewal of insurance policies, Agent shall analyze losses and loss history trends, with frequency and severity information on losses. Agent shall provide loss forecasts and loss retention analysis when appropriate. 131Page Agent of Record Personal Services Agreement 2014—2019 18. Supply City's Project Manager a budget letter for estimated premiums that will be required for the next fiscal year. This requires a projection of new total property values, including any completed construction or contemplated acquisitions. Based on this review and a survey of current market trends, a total premium is projected. This is due no later than n 10"'each year. 19. Prepare an annual report for delivery to the City's Project Manager. This report is to include any pertinent information relative to new or changed coverages, companies, amounts or premiums, term of policies, deductibles, and claims history & trends. New rulings by the Insurance Service Office or the Insurance Commissioners may also be included. This report will also include information about the services provided by Agent and issues the City should address during the next contract year. This report shall be filed no later than JanLiW 10''each year 20. Provide other such services consistent with devising, adopting, administering or revising plans of insurance coverage and risk management for the City. B. SPECIAL SERVICES 1. Self-Insured feasibility study for one line of coverage during the life of this contract is included in the annual fee. Additional self-insured feasibility studies would be provided on a fee-for-service basis. Contractor and City's Project Manager will determine said fee if additional service is needed during the life of the contract. 141Page Agent of Record Personal Services Agreement 2014—2019 EXHIBIT B CONSULTANT'S PROPOSAL Presented by: Own Town NORTHWEST Formerly BEECHER = ARLSON Insurance Agency,LLC 2701 NW Vaughn St, Suite 340, Portland OR 97210 15 1 Page Agent of Record Personal Services Agreement 2014—2019 ii. Proposal forServices for the City of Tigard FIRM AND TEAM QUALIFICATIONS a. Background of the firm. This should include a brief history of the firm and types of services the firm is qualified to perform. Brown & Brown Northwest is a freestanding, self-sustaining subsidiary of Brown & Brown, Inc. Our office is the combination of two well respected Portland, Oregon brokerages; Fullerton &Company and Beecher Carlson,formerly JBL&K. JBL&K was established in 1870 under the name Henry Hewitt Insurance Agency,and has been a beacon of knowledge and customer service in the Pacific Northwest. Effective July 1, 2013, Beecher Carlson joined forces with Brown & Brown, Inc., headquartered in Daytona Beach Florida. Brown & Brown is a national leader in governmental insurance with roughly $3.2 billion in public sector insurance premiums written. This acquisition brings our clients the best of both worids....significant national clout and leverage in the public sector insurance industry coupled with local expertise to serve the needs of our customers. Brown & Brown NW specializes in agent of record services for the public sector in Oregon. Our footprint in the state is significant with Oregon's city's and our relationship with CIS is very strong. Our entire team are experts in navigating the coverage ins and outs of the CIS program. b. Qualifications of the firm in performing this type of work. This should include examples of related experience and references for municipal/governmental entity services, studies and projects. In Oregon, Brown& Brown NW is a recognized leader in the Public Entity community and has a long and consistent history of partnering with Public Entities to deliver improved results. Brown & Brown NW serves over 2,000 Oregon public entities through its representation of public entities that fall into three categories: primary insurance buyers(such as City of Tigard), self-insured entities with SIR'S of$250,000 and above,or public entity pools where we act as reinsurance brokers and consultants. In Oregon as strictly retail insurance agents, Brown & Brown NW is the leading provider of insurance services to the state's public sector. Our four Oregon offices currently represent 28 Oregon cities and more than 150 individual entities. We specialize in serving all sizes of governmental entities, from smaller traditionally insured governments to larger self-insured entities and public entity pools. Our areas of specialization include Property & Casualty, Workers' Compensation, Employee Benefits, Bonds, Risk Management, Claims Advocacy and Loss Prevention. We serve two Oregon public sector pools for their reinsurance consulting and placement needs; PACE which serves 99%of Oregon's public schools, and SDAO serving the needs of Oregon's Special Districts. Brown & Brown NW has been active in the following organizations which serve the specific needs of the public sector. Page 17@ Brown&Brown of Oregon,LLC doing business as Brown&Brown Northwest. All rightsO n reserved. This document contains confidential and proprietary information of Brown & Brown of Oregon,LLC rown ��T)RIil K [ISI Proposal for Services for the City of Tigard • Oregon PRIMA: We have been constant supporters, sponsors and speakers at Oregon PRIMA events for more than 20 years. Ron Cutter and Tim Clarke have been a PRIMA Conference presenter several times. • National PRIMA: We have been sponsors,exhibitors and speakers for national PRIMA, and have been attending national conventions for more than 20 years. K • Local and National RIMS: We have been constant supporters, speakers and attendees at local and national RIMS events,focusing on the needs of the public sector within this organization. c. Proposers must identify the anticipated members of their firm that will be ., assigned to meet the City's needs. Proposers should identify individuals and subcontractors who will provide the services, their experience, and their Individual qualifications. Pertinent resumes of assigned personnel should be included. Ron Cutter would be the person directly responsible for the day to day property-casualty and workers compensation activities for the City of Tigard. Ron has more than 23 years of insurance experience and maintains a property-casualty agent's license through Oregon's Department of Consumer and Business Services. He began working with the Public Sector in 1996 and now focuses nearly 100%of his time on ` governmental entities. Ron is a graduate of Oregon State University and holds an AIC designation r (Associate in Claims)as well as an ARM designation(Associate in Risk Management). Working closely with Ron will be Tim Clarke. Tim provides the claims and risk services provided by our firm. With Tim's background in law enforcement, he has become invaluable to our city clients. Team Member Role Ron is the Northwest Public Sector Practice Leader and will have Ron Cutter the primary responsibility of servicing the needs of City of Tigard from the Portland office. Tim is the Director of Claims and Risk Management. Tim will be Tim Clarke responsible for all claims and risk services provided to the City of Tigard. ' Christina will work closely with Ron in providing day-to-day Christina Walston services for the property/liability/auto lines of coverage for the City of Tigard. Michaelene Thomas Michaelene will back up Christina to ensure prompt service for the City of Tigard. Sandy is our Workers Compensation Specialist. She will be Sandy Taylor responsible for working with Ron in providing all services related ' to Workers Compensation. Page 18 C Brown&Brown of Oregon,LLC doing business as Brown&Brown Northwest. All rights �Wil reserved. This document contains confidential and proprietary information of Brown & Brown of Oregon,LLC Cowin NOR I lid\ 1.51 Proposal for Services for the City of Tigard Ron Cutter,AIC,ARM t Title:Sr.Vice President/Northwest Public Sector Practice Leader Location:Portland,Oregon •.T�� Ron began his insurance career in 1990 with Grocers Insurance Group in the claims department. Ron • acted as claims adjuster, claims supervisor and claims manager in his role at Grocers Insurance Group. In 1996, Ron moved to the Portland office of AON, a Chicago based national brokerage company, to assist in claims settlement and advocacy on national accounts including Nike, Willamette Industries and several public and private sector large accounts. Ron joined Beecher Carlson in 1999 as claims manager and quickly gravitated to the public sector and his role is to work on strategic customer service issues, coverage issues, claims issues and market supply creation issues. Ron directly services nearly all public sector clients - both large and small. Ron's practice specialty is property and casualty insurance _.'3 programs/risk management for Oregon's public sector.Currently, Ron directly handles the needs of over 90 public sector clients. Ron graduated from Oregon State University with a Bachelor of Science in Business and Behavioral Science. He also has the following professional designations: Licensed Agent in Oregon, Washington, Arizona, Colorado and Nevada as well as has his Associate in Claims (AIC) and Associate in Risk Management (ARM). Ron is a past president of the Oregon School Safety Association, current member of the Clackamas Community College Foundation Board and is a frequent speaker at both PRIMA and OASBO conferences. r Tim Clarke,CPCU,AIC,VP Title:Director of Risk and Claims Services Property/Casualty Location:Portland,OR Tim Clarke, CPCU, AIC, Vice President at Brown & Brown NW, has 24 years of insurance, claims and risk .2 management experience including handling large accounts, insurance company claims management, {- insurance agency claims and risk management and law enforcement.Tim oversees the risk management services for Brown & Brown NW. His team provides training & consulting services to a broad spectrum of clients and helps them to position themselves to successfully manage their risks A graduate from Portland State University,Tim holds a Bachelor of Science in Business. Professional Designations and Licenses • Chartered Property and Casualty Underwriter,American Institute Of AICPCU/AII w • Associate degree in Insurance Claims,American Institute Of AICPCU/AII 0 Licensed Agent and Consultant in OR • Licensed Agent in WA, CA& NV Page 9 0 Brown&Brown of Oregon,LLC doing business as Brown&Brown Northwest. All rights own reserved. This document contains confidential and proprietary information of Brown & Brown of Oregon,LLC rown N0R1111WL.SI Proposal forServices for the City of Tigard f Christina Walston,CPIW,CIC Title:Sr.Account Manager Location:Portland,OR Christina Walston began her insurance career in 1978 with The Insurance Mart, which later became Western States Insurance, in Madras, Oregon. She served as the agency's commercial department manager and account manager for their public entity accounts and larger commercial accounts in the Central Oregon area. Christina obtained her insurance license in 1980, and received the designations of Certified Professional Insurance Woman (CPIW) in 1985, Certified Insurance Counselor (CIC) in 1996 and is currently working towards the Certified Risk Manager(CRM) designation. Christina moved to Portland and joined Beecher Carlson in 2012 as part of the public entity team and currently works with the team to provide the day to day property&casualty insurance servicing. Michaelene Thomas,CIC,ARM Title:Sr.Account Administrator Location:Portland,OR A licensed general agent in Oregon and Washington, Michaelene entered the insurance industry in 1981 and has been licensed since 1990. Her areas of expertise include property, casualty, crime, and management liability. Michaelene began her insurance career with Ohio Casualty Insurance, in the claims department, and moved into adjusting personal claims. Michaelene then moved to Portland, Oregon and took a position as Claims Supervisor with League General Insurance, part of the Cuna Mutual Group. In 1990, Michaelene became a licensed agent for Bratrud Middleton Insurance Agency in southwest Washington. There she worked on commercial accounts, including marketing, account placement, and policy servicing. In 2000, Michaelene received her Certified Insurance Counselor (CIC) designation. Michaelene joined Beecher Carlson in 2005, as a part of the Public Entity team. Michaelene's commercial insurance knowledge and skill has helped shape the Public Entity team's strategy for maintaining an expert level of customer service. She is now the service team lead, monitoring and assisting with day-to-day client servicing and focus. Page I 10 © Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. All awn rights reserved. This document contains confidential and proprietary information of Brown&Brown of Oregon,LLC rown T, Tl 1 f f�'15(' t Proposal for Services for the City of Tigard Sandy Taylor,CISR,CIC Title:Workers'Compensation Specialist Location:Portland,OR Sandy has more than 30 years of experience in providing customer service and project support for business development in the insurance industry. Her main area of expertise is in workers' compensation and she has secondary expertise in property,casualty,crime and management liability. She began her career as an underwriting assistant at Mission Insurance Company in 1980, where she worked closely with multiple departments, tracking client projects from start to finish. Sandy gained Public Entity, Manufacturers and Construction industry practice. Sandy began working at Beecher Carlson in 1999 and currently works as a client services liaison. In her role, she assists clients in understanding their insurance policies/coverage and determines their individual service needs. Sandy is responsible for high profile and complex workers' compensation accounts in which she monitors clients' needs as well as manages the insurance program and premium. Sandy is the point of contact for day-to-day workers'compensation needs. Page 11 0 Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. AllOWti rights reserved. This document contains confidential and proprietary information of Brown&Brown of %, Oregon,LLC rown Nc)R1'liWEV Proposal for Services for the City of Tigard SERVICE UNDERSTANDING AND APPROACH Proposers should provide the City with information regarding their understanding of the City's needs with regards to the Scope and Schedule of Work. Proposers should demonstrate a general understanding of the needs of a municipality in the State of Oregon from an Insurance Agent of Record and risk management support firm. As part of their service understanding documentation, Proposer's should address their availability to meet the City's needs. As in the past, all services identified in the City's RFP under your "Scope of Services" section will be provided as part of our service offerings within the proposed fee. Additionally, an extensive list of our Risk Management, Workers' Compensation and Training services are included in this proposal and are included for our customers within our "Service Plan" business model. Our annual plan will be built based on the information outlined in our Menu of Services. Our service offerings have been robust and inclusive. The only item relevant to the City that we may charge extra for outside of our fee structure would be GASB 10 compliant actuarial services if the City wanted to move towards a posture of accepting more financial risk. Should the City want to explore self-insurance again, Brown & Brown will pay for one study in one line of coverage over the term of the contract. Our Current Menu of Risk Management services can be found in the Additional Services section of this proposal. i� Our method of providing services is centered around our Service Plan. Our respective teams would get together and customize a service plan specifically for the City of Tigard. The Service Plan we have in place for the City is attached in the appendix of this proposal along with our other report examples. t Brown & Brown NW seeks to be more than just a vendor to the City of Tigard. Our desire is to weave into the fabric of the City, interacting with City staff, Council and Committees alike. We regularly attend and participate in Council meetings as well as Committee meetings for our Public Sector clientele. At the end of the year, the City is provided with a Stewardship report itemizing the accomplishments and tasks completed by your Brown&Brown NW team. As the leading provider of Agent of Record services to public entities in the state, we understand that municipalities are pushed and pulled in many different directions. Risks are significant (police, for example) and many times, risk "avoidance" is not possible. As such, we understand that assisting our city clientele in minimizing risk is vital. We do this through frequent meetings(historically,we have met P' with the City of Tigard at least quarterly) to have a firm understanding your needs and which of our broad list of risk service offerings (as demonstrated in the "Additional Services" section of this proposal) to build out our Service Plan. Page 112 0 Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. Allvwn rights reserved. This document contains confidential and proprietary information of Brown&Brown of %ST Oregon,LLC rown N()Wl14"!LS Proposal for Services for the City of Tigard FEE EVALUATION The proposed fee structure should include the complete breakout for the firm's costs to provide all of the services under the subsequent contract. All the services proposed in this document are contemplated in the following fee structure. The only item outside our fee would be any actuarial consulting with regard to the feasibility of self-insurance in the future(should the City decide to consider that again). CIS pays "commissions" to agents in the amount of 10%for property liability lines of coverage and 5% for work comp for the CIS members that choose to compensate their agents in this manner. Brown & Brown NW has historically been compensated on a flat fee with the City of Tigard rather than commission, providing a significant discount over standard commission rates. If Brown & Brown NW were compensated by commission,our income would be as follows: Property Casualty $39,158(10%of property/liability premiums) Workers Comp $14,293 (5%of work comp premiums) Total $53,451 Based on our long standing history with the City of Tigard, we are able to discount the above by over 30% and propose a flat fee of$36,800 annually. We are also proposing a 3% annual escalation of our proposed fee for future years. Included in our fee is one self-insured feasibility study for one line of coverage over the life of the contract. Our fee proposals have never been the cheapest when compared to or competitors and likely never will be. However we believe when you evaluate our fees as a component of the overall cost of risk for the City of Tigard, we actually are the least costly alternative. This is because we are better equipped to impact and reduce the City's cost of risk than any other agency. F� Page 113 m Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. All UWn rights reserved. This document contains confidential and proprietary information of Brown&Brown of Oregon,LLC rOW11 Proposal for Services for the City of Tigard ADDITIONAL SERVICES Provide a brief description of any other services that your firm could provide the City and an approximation of the hourly charge for each service of this type. Such services would be contracted for on an "as needed" basis, to be provided and billed for separately. The services listed in this section come at no additional cost to the City of Tigard. As a result of our strong and close relationship with CIS, we helped them craft the "Services Provided by Agents"that appears on their website. These services include: Services Provided by Agents for Public Entities 1. Renewal: a. Complete application forms in consultation with entity including revisions and corrects of schedule information. b. Review total current operations with entity to be sure proper coverages are in place. c. Review for possible alternative limits and coverages, increased limits, or deductible options. d. Obtain alternative quotes as directed by entity. e. Review and compare renewal quotation figures,coverages, and options with entity. f. Confirm renewal with entity and CIS, make sure evidences of coverage are provided as needed pending receipt of CIS issued materials. g. Prepare breakdown of premiums by department for entity. h. Review renewal policy for completeness and accuracy,deliver and review any changes over prior year's program with entity. 2. Claims: a. Prepare loss reports using and forward to Pinnacle. b. Monitor claim's status with adjuster and entity. c. Provide other assistance as appropriate, i.e. meet with adjuster, provide photos or other loss detail,co-ordinate services from contractors,etc.with entity. r 3. Loss Prevention/Control: a. Meet with CIS loss control staff either during or after inspections of entity facilities. b. Assist as possible with follow-up including actions required and response to CIS loss control. c. Encourage and facilitate use of CIS resource material and staff by entity for training and loss prevention/control services. d. Provide periodic evaluation of entities loss patterns and trends and, if appropriate, suggest loss control or prevention activities. Page 14 0 Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. All own rights reserved. This document contains confidential and proprietary information of Brown&Brown of .r Oregon,LLC Town !:gilt I 11WES-1 Proposal for Services for the City of Tigard 4. Miscellaneous Functions: a. Notify CIS of changes and provide entity with current schedules reflecting those changes. b. Issue certificates of insurance and other verifications of coverage as necessary. c. Review property appraisals for accuracy and work with CIS to modify as needed. d. Assist entity with accounting and billing issues. e. Coordinate and place any needed coverages not provided or not available in present program. f. Assist with specific risk management and coverage issues such as those dealing with festivals and special events. g. Maintain history of coverages, losses, schedules, changes, inspections and other relevant documents involving agency,covering entity's most recent seven years. Our firm does all of the above....and more. Sometimes, it's the basic services that get overlooked in our industry. As such, we have minimum standards for the day to day activities involved in agent of record services. Keep in mind these are "minimum" standards. In most cases, we are beating these service standards by a significant margin. They are as follows: Task Minimum Service Standard Return client phone calls Within 4 hours Prepare certificate or evidence of insurance Within 24 hours - Same day if requested by Noon Answer client written response Within 48 hours Provide a formal written service plan and Within one month of assignment timeline Conduct renewal strategy meeting with client 4 months prior to expiration Request updated renewal information 4 months prior to expiration Receive updated renewal information from client 3 months prior to expiration Send draft of underwriting submission to client 80 days prior to expiration Send renewal submission to markets 75 days prior to expiration Coordinate underwriter meetings with insured As required Insurance quotes due 45 days prior to expiration Present renewal results to client 30 days prior to expiration Bind coverage, issue certificates, auto ID cards, 10 days prior to expiration placemats(structure diagram+policy summary) Prepare premium allocation breakouts for client Within 7 days of binding coverage Invoice client Within 7 days of the effective date Page 115 © Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. All odyn rights reserved. This document contains confidential and proprietary information of Brown&Brown of I Oregon,LLC town wqw NOR111WLS-1 Proposal for services for the City of Tigard Task Minimum Service Standard Assist client with annual budget As required by client Prepare Brown& Brown NW service fee letter Within 15 days before/after renewal Review Insurer Program and TPA Agreements Within 30 days upon receipt Review policies and non-premium endorsements Within 30 days of receipt Deliver policies to client Within 60 days of renewal Review and invoice annual audits Within 10 days of receipt Review and invoice premium endorsements Within 10 days of receipt Prepare and present stewardship report Annually Some of our service guarantees include: * • _ M 154 Certificate Issuance Onuoin2 With our team concept, we are able to provide excellent service on the day to day items. In addition, we bring high level risk management consultative services to the City (at no additional cost). Brown & -� Brown NW has a team of 6 individuals that do nothing but provide claim and risk management consultative services. We are able to work all necessary risk management services into the City's customized service plan at whatever level you desire. Page 116 0 Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. Allomm rights reserved. This document contains confidential and proprietary information of Brown&Brown of %, Oregon,LLC rown NORTHWEST Proposal for Services for the City of Tigard Our Risk Management Services are also quite robust. Please see the following services that are provided by our staff, to complement those provided by CIS. All the services below are offered at no additional cost to the City of Tigard. Risk Management Services Program Administration • Rate projections and forecasting • Premium and loss allocation by department • Actuarial services • Annual reports,council presentations, and objective setting Risk Management Programs • Development of risk management manuals and disaster plans • Analysis of your corporate structure • Development of your corporate mission statement Insurance Consultation • Aggressive marketing of your insurance program to all available carriers • Specification development • Service expectation(scope of work)development • Timeline development and coordination • Development of new and specialty markets • Full marketing disclosure • Detailed coverage analysis • Audit dispute resolution Classification code review • Recommendations and service plan development and implementation • Expanded supply of coverages • Flat fee arrangements for compensation Contractual Risk Management • Boilerplate insurance wording • Tailored construction wording Indemnity clause consulting • Certificate checklist Volunteer Risk Management • Policy statement design • Volunteer coordinator training and risk identification program • Volunteer risk identification program • Creative insurance options Page 117 © Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. Allown rights reserved. This document contains confidential and proprietary information of Brown&Brown of %. Oregon,LLC Town N0RIIIbVLSI Proposal for Services for the City of Tigard Loss Prevention Services • Client self-inspection checklists • Emergency evacuation plans and Fleet safety programs • Premises liability safety surveys • Advanced property protection • School-to-work risk management programs • Negotiating optimum loss control services with insurance companies Claims Cost Containment • On-staff client claims advocates • Quarterly claims reviews to lower reserves • Employer at Injury Program requirements and Early Return to Work programs • Preferred provider relationships • Catastrophic claims management • Pre-loss legal services Resources • Internet research and PRIMA database Other Risk Services • Property and machinery risk engineering • Transportation solutions • Legal services Workers' Compensation Services Program Design • Analyze current program, recommend appropriate changes to meet goals&objectives Evaluate funding and payment alternatives Present varied options and concepts for consideration • Work with selected carrier to implement loss control and claims service plans • Ensure that communication expectations are established Program Services • Coordinate claims reviews with insurance carrier • Maintain and monitor cost effective program • Project experience rating modifications • Analyze$1,800 deductible program • Project loss sensitive evaluations • Conduct unit statistical claims reviews • Evaluate premium audits for accuracy • Negotiate competitive renewals • Present claims reports Page 118 © Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. All wrl rights reserved. This document contains confidential and proprietary information of Brown&Brown of Oregon,LLC rown Ttit)lt 1 HN`L5 1 Proposol for Services for the City of Tigard Day-to-Day Services • Prepare bulletins on topics of interest to employers • Assist in resolving claim disputes • Consult on classification codes • Communicate claims status • Manage the insurer in areas of cost control,timely service,claim issues • Issue certificates Training Programs • Workers compensation issue training • Quarterly seminars on timely HR issues • Ergonomics workshops • OSHA compliance training • Safety committee training • Training on proper accident investigation, claims reporting,and incentive program development Other Risk Services • Industrial hygiene and environmental health • Hazardous materials handling, hazard communication, emergency response and environmental protection • Workplace safety&health written programs and training • Risk management resource and video library Training Seminars and Topics These training seminars are available to customers upon request. Additional topics may also be available upon request. Accident Investigations- Overview of accident investigation and importance of this process to your entity(This is aimed at those staff members on the front line of incidents.) • Anthrax Overview-Overview of Anthrax,outbreak history and treatment • Appropriate Physical Contact for Bus Drivers or Teachers-Group work on cases studies and how to handle them • Asbestos Awareness- General understanding of Asbestos, main types, health risks, products, risks to health and awareness • Bloodborne Pathogens- General overview of standards, compliance, needle sticks, OSHA, controls,exposures,work practices& recordkeeping • Bomb Threat Response-Overview of what to do and what to look for when a bomb threat takes place • Chemical Hazards-Attributes of a good Hazcom program • Defensive Driving-Basic defensive driving course designed for all drivers • Emergency Planning-Basic steps to take before an emergency&overview of making your plan • Globally Harmonized System (GHS) — (SDS) Overview of GHS and the timeline for implementation • Hazard Communication-Communicating and training employees on your Hazcom program ' Page 1 19 © Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. All vwn rights reserved. This document contains confidential and proprietary information of Brown&Brown of Oregon,LLC Town .� NOR I IIW-J-Sl f Proposal for Services for the City of Tigard • Indoor Air Quality- Understanding IAQ, health effects, causation agents, sources, controls, & legislation • Intro to OSHA-Overview of what OSHA does and how they help you • Lockout—Tag out-Introduction to the lockout—tag out program • Machine Guarding-Why guard your equipment, methods,&the law • Managing Your Claims Process-The claims process, how it affects you, and how you can control it • Office Safety- Overview of office risks, lighting, electrical safeguards, evacuation process & safety • Safety&Health Programs-Overview of safety and your workplace • Safety Committees-What a good safety committee should know and do • Spill Cleanup- Basic steps when a spill takes place • Safety Orientation-Overview of why it is important to start new employees on their first day on safety • Slip& Falls-Overview of risks, maintenance, reporting and training staff • Stress and Stretching- Interactive training designed to show staff how to reduce stress and prepare for work,so they feel better • Supervisors Role-Class 1-Overview of supervisor's role in safety and training • Supervision and Your Safety Program-Class 2—Teaching Super. To be more interactive without creating a new role • The Role of a Safety Committee and its Members- Overview of the safety committee and what their true role is • Taking customer accident reports (What not to do) - Basic training on customer service and dealing with injured people • Walking & Working Surfaces- General training on trip/fall hazards, fall protection, ladder safety and more • Welding-Overview for welders and staff and damagers and safety • Workers' Compensation 101- Understanding the work comp process and how you can make it work for you and your employees. Page 20 C. Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest, All own rights reserved. This document contains confidential and proprietary information of Brown&Brown of Oregon,LLC rown NORMIIw1,S'l Proposal for Services for the City of Tigard ADDITIONAL INFORMATION Please provide any other information you feel would help the Selection Committee evaluate your firm for this project. Services that we have had,and will continue to provide the City of Tigard are as follows: • Writing of the Annual Report—the 2014 version of this report is attached to this proposal • Predictive Modeling—Brown& Brown has the ability to take the City's property information (building values,type of construction, location of structures,type of soil,etc.)and determine the probable maximum loss in the event of an earthquake. The most recent analysis of 2013 is attached to this proposal. The City has used this in determining the appropriate amount of earthquake coverage to procure. Benchmarking—Brown& Brown provides a benchmarking analysis to the City every other year. Attached is the most recent benchmarking report for the City of Tigard,dated 2013. • Market Access—Brown & Brown has access to virtually every insurance market that will insure governmental entities. Included in that is access to the PEPIP program. PEPIP(Public Entity Property Insurance Program) is the largest single insurance placement in the world,with total insurable values of over$325 billion and 7,000 members. Even though the City of Tigard is currently not a member of PEPIP, having an insurance agent of record with access to such a program is beneficial. Brown&Brown is the only agent of record with access to PEPIP. • Deductible/Retention Analysis—Brown& Brown routinely evaluates various deductible/retentions to make sure the City's program is structured appropriately. Recently,we evaluated the City's current program compared to a$25,000 deductible,$50,000 deductible, $50,000 aggregate deductible and a retrospective rated liability program offered by CIS. Our analysis is attached. Our analysis concluded that the City's current program is the most cost effective. Page 121 © Brown & Brown of Oregon, LLC doing business as Brown & Brown Northwest. Ail own rights reserved. This document contains confidential and proprietary information of Brown &Brown of Oregon,LLC rows 1vi�Itlilti'� L51 EXHIBIT C CONSULTANT'S BROKER SERVICES AGREEMENT BROKER SERVICES AGREEMENT THIS BROKER SERVICES AGREEMENT (this "Agreement"), effective July 1, 2014 (the "Effective Date"), is made by and between CITY OF TIGARD("City"),and the Portland office of BROWN &BROWN OF OREGON, INC.DIB/A BROWN&BROWN NORTHWEST("Broker'). Background City wishes to retain Broker to perform certain specified insurance services as described in this Agreement. Broker wishes to perform such services according to the terms and conditions in this Agreement for the compensation set forth in this Agreement. The parties agree as follows: 1. Term. The term of this Agreement shall current financial information, statements of values, commence on the Effective Date and continue for a loss information and any other information, necessary period of five (5) years, unless sooner terminated as for the effectuation of insurance coverage at the herein provided. request of Broker City further agrees to provide Broker with notice of any material changes in City's 2. Relationship of Parties. Broker is an business operations, risk exposures or in any other independent contractor and nothing in this Agreement material information provided under this Agreement, is intended nor shall be construed to create an In addition, City shall confirm the accuracy and employer/employee relationship, a joint venture recommend any changes to insurance policies issued relationship or partnership relationship. In to City. consideration of the compensation from the City to the Broker, Broker is providing services to the City as an (c) City shall timely pay all premiums insurance broker. However, Broker, or its parent and fees. company, Brown & Brown, Inc., and related or affiliated companies, may provide services as an (d) City shall provide Broker with at insurance agent on behalf of certain insurance least ninety (90) days notice in advance of any policy carriers or risk-bearing entities. City acknowledges effective date in the event City intends to allow and expressly consents to such relationship, if competing agents or brokers to solicit or market applicable, in the rendition of services by Broker insurance. under this Agreement. 5. Compensation. In consideration of the & Broker Services. Broker, subject to the Services, Company shall compensate Broker through terms of this Agreement, shall provide certain a "Broker Services Fee" in the amount of ONE services set forth in the attached Schedule A (the HUNDRED NINETY FIVE THOUSAND THREE "Services"), but only in relation to the following lines of HUNDRED SEVENTY SIX DOLLARS AND 00/100 insurance (collectively referred to as "Lines of ($195,376.00). The Broker Services Fee shall be fully Insurance"): as set forth in the attached Schedule A earned and payable annually as follows (the "Broker item h. Services Fee"): July 1, 2014 - $36,800.00; July 1, 2015 - $37,904.00; July 1, 2016 -$39,041.00; July 1, Nothing in this Agreement shall be construed to 2017 - $40,212.00; and July 1, 2018 - $41,418.00. impose any obligations on Broker, or limitations The first payment of Broker Services Fee shall be on Broker's compensation,relative to any lines of payable upon City's execution and delivery of this insurance or coverages other than as specifically Agreement. With regard to the Broker Services Fee, delineated above. City and Broker acknowledge and agree as follows: 4. City Responsibilities. In consideration of (a) In the event that Broker receives the Services provided by Broker, City agrees as commission payments in connection with the follows: placement and procurement of the Lines of Insurance for City,the amount of such payments will be credited (a) City shall cooperate fully with against the balance of the Broker Services Fee owed Broker and the insurance companies with whom to Broker pursuant to this Agreement. In addition, it is Broker solicits in the performance of Brokers understood and agreed that Broker, or Brokers obligations in this Agreement. corporate parent, subsidiaries or affiliated entities, may receive contingent payments or allowances from (b) City shall timely produce complete insurers based on factors which are not client- and accurate information including, but not limited to, Page 1 of 5 specific, such as the performance and/or size of an to City certain information relating to Broker's receipt overall book of business produced with an insurer. of such contingencies or allowances, if any, Such contingent payments or allowances are not subject to this Agreement, and will not be credited (fj City acknowledges and agrees that against the balance of the Broker Services Fee owed the Broker Services Fee is reasonable in relation to to Broker pursuant to this Agreement or paid to City. the Services to be provided by Broker hereunder. (b) Broker may utilize insurance 6. Confidentiality. To the extent consistent intermediaries(such as a wholesale insurance broker, with performances of Broker's duties under this managing general agent (MGA), managing general Agreement, Broker and City agree to hold in underwriter or reinsurance broker) for the placement confidence Confidential Information (defined below). of City's insurance. In addition to providing access to City acknowledges, however, that Broker will disclose the insurance company, the intermediary may provide Confidential Information as reasonably required in the the following services: (i) risk placement; (ii) coverage ordinary course of performing the Services to review, (iii) claims liaison services with the insurance insurance companies and other insurance company; (iv) policy review; and (v) current market intermediaries. "Confidential Information"means all intelligence. The compensation received by the information (and all documents and other tangible insurance intermediary for placements and, if items which record information, whether on paper, in applicable,the services above is typically in the range computer readable format or otherwise) relating to the of 5% to 15% of policy premium. There may be an disclosing party's business (including without intermediary utilized in the placement of your limitation business plans, manner of doing business, insurance, which may or may not be a company business results or prospects), proposals, owned by Brown$ Brown Inc., the parent company of recommendations, marketing plans, reports, any of Broker. Any payments or allowances paid to the which (i) at the time in question is either protectable intermediary are not subject to this Agreement, and as a trade secret or is otherwise of a confidential will not be credited against the balance of the fee nature (and is known or should reasonably be known owed to Broker pursuant to this Agreement or paid to by receiving party as being of a confidential nature) City. and (ii) has been made known to or is otherwise learned by receiving party as a result of the (c) If City chooses to finance its relationship under this Agreement. Confidential premiums, Broker may assist City in the arrangement Information will not include any information, of such financing. Any payments or allowances paid documents or tangible items which (i) are a matter of to Broker for arranging premium financing are not general public knowledge other than as a result of a subject to this section, and will not be credited against disclosure by receiving party, (ii) are now in the balance of the fee owed to Broker pursuant to this possession of receiving party as evidenced by Agreement or paid to City. receiving party's existing written records, or (iii) are hereafter received by receiving party on a non- (d) Broker may, in the ordinary course confidential basis from another source who is not, to of its business, receive and retain interest on receiving party's knowledge, bound by confidential or premiums paid by the City from the date received by fiduciary obligations to disclosing party or otherwise Broker until the date the premiums are remitted to the prohibited from transmitting the same to receiving insurance company or intermediary. Any interest party. In the event that Broker or City become legally income retained by Broker on these premiums are not compelled to disclose any of the Confidential subject to this section, and will not be credited against Information, they shall provide the other party with the balance of the fee owed to Broker pursuant to this prompt notice so that such party may seek a Agreement or paid to City. protective order or other appropriate remedy and/or waive compliance with the provisions of this (e) Compensation for the Services Agreement. In the event that such protective order or specified under this Agreement are exclusive of all other remedy is not obtained, or that the other party federal, state and local sales, use, excise, receipts, waives compliance with the provisions of the gross income and other similar taxes and Agreement, such party may disclose such information governmental charges and fees_ Any such taxes, as is necessary or advisable to comply with the legal charges or fees for the Services under this process. Agreement, now imposed or hereafter imposed during the term of this Agreement, shall be in addition to the 7. Termination. compensation, premiums and charges set forth in this Agreement and shall be paid by City upon request. (a) Either party may terminate this Upon City's written request, Broker agrees to furnish Agreement, without cause and for any reason Page 2 of 5 whatsoever, by giving written notice of termination to If to Broker: the other party at least ninety (90) days prior to the Brown&Brown of Oregon, Inc. effective date of termination, which shall be specified 220 NW 2nd Ave.,Ste. 800 in such written notice. Portland,OR 97209 Attn: Jessica Getman (b) Notwithstanding the provisions in Email:igetmanAbbnw.com sub-paragraph (a) above, City may terminate this Agreement upon the happening of any one of the With a copy to: following causes: (i) Suspension or termination of Brown& Brown, Inc. Broker's insurance license in the State of Oregon is 655 N. Franklin St.,Ste. 1900 not cured by Broker within sixty (60) days following Tampa, FL 33602 such suspension or termination; (ii) Broker's Attn:Carrie R.Brown, Corporate Counsel participation in any fraud; or (iii) Broker's material Email:cbrownabbinsWaal.com failure to properly perform its duties and responsibilities hereunder because of Broker's gross or such other address as either shall give to the other neglect, proven dishonesty, or commission of a in writing for this purpose. felony. 9. Severability. The invalidity or unenforceability of any provision of this Agreement (c) Notwithstanding the provisions in shall in no way affect the validity or enforceability of sub-paragraph (a) above, Broker may terminate this any other provision. Agreement upon the happening of any one of the following causes: (i) City's failure to pay any 10. Oregon Law Applies; Venue. This Broker Services Fee more than five (5) days after Agreement shall be governed by and construed and such payment is due;(i7 City's participation in any enforced in accordance with the laws of the State of fraud; or(iii) City's material failure to properly perform Oregon, without regard to its conflicts of laws its duties and responsibilities hereunder because of principles. Exclusive venue is agreed to be in a state City's gross neglect, proven dishonesty, or or federal court of competent jurisdiction in or for commission of a felony. Multnomah County,Oregon. 11. Limitation of Liability; Waiver of Jury Termination for any cause enumerated in sub- Trial. THE PARTIES WAIVE ANY RIGHT TO A paragraphs (b)or(c) shall become effective upon the TRIAL BY JURY IN THE EVENT OF LITIGATION delivery of written notice of termination to the ARISING OUT OF THIS AGREEMENT. IN NO breaching party or at such later time as may be EVENT WILL EITHER PARTY BE LIABLE TO THE specified in the written notice. OTHER PARTY OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR (d) If this Agreement is terminated by INCIDENTAL DAMAGES, INCLUDING LOSS OF the City pursuant to Section 6(a) or 6(b) prior to the PROFITS, REVENUE, DATA OR USE, EVEN IF expiration of the term, then Broker will refund to the SUCH PARTY HAS BEEN ADVISED OF THE City the unearned portion of the Broker Services Fee POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. on a pro-rata basis through the effective date of termination. 12. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder 8. Notices. Any notices required or permitted shall be assigned by any of the parties hereto to be given under this Agreement shall be sufficient if (whether by operation of law or otherwise)without the in writing by Certified Mail to: prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or If to City: delayed. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties City of Tigard and their respective successors and permitted 13125 SW Hall Blvd. assigns. Tigard, OR 97223 Attn: Loreen Mills 13. Entire Agreement. This Agreement Email: Ioreen@tigard-or.gov (including the documents and instruments referred to herein) constitutes the entire agreement and Page 3 of 5 supersedes all prior agreements and understandings, subsequent to the date of this Agreement and signed both written and oral, among the parties with respect on behalf of City and Broker by their respective duly to the subject matter hereof. The Agreement shall not authorized representatives. be modified except by a written agreement dated IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. CITY: BROKER: CITY OF TIGARD, BROWN &BROWN OF OREGON, INC. D/B/A BROWN&BROWN NORTHWEST, an Oregon�go;poration By got- Name: p t .-D;yte— Name: Title: i�-�a ��, �r Title: fir, �JtCe �iSs Page 4 of 5 SCHEDULE A BROKER SERVICES a, Evaluate City's business practices with regard to risk and possible transfer of risk to third parties and conduct regular,scheduled meetings with City to review City's risk management program. b. Review and analyze City's existing insurance coverage and identify potential lines of coverage or coverage enhancements to improve City's insurance program. C. Analyze current insurance market conditions and advise City of significant implications for City's insurance program. d. Facilitate, market and procure quotations from carriers, review and analyze quotations and provide proposals for review by City. e. Secure and bind all coverages accepted by City f, Coordinate loss prevention services provided by any insurance company with those services provided by Broker. g, Analyze past and current claim and loss history information and advise City of significant implications for City's insurance program. h. Fee shall be in consideration for the following insurance placements: Property and Casualty Insurance Program ❑ Aviation ® Inland Marine ® Boiler& Machinery ❑ International/Foreign ❑ Builders Risk/Course of Construction ® Liquor Liability ® Commercial Auto/Trucking/Garage ❑ Ocean Marine ® Commercial Property ® Pollution Liability ® Crime ® Professional Liability ® Directors&Officers Liability ❑ Special Events ® Earthquake/DIC ❑ Surety/Bond ® Employment Practices Liability ® Umbrella/Excess Liability ❑ Fiduciary Liability ❑ Watercraft ® Flood (Other than NFIP Placements) ® Workers Compensation ❑ Foreign/International ❑ Excess Workers Compensation ® General Liability ❑ Wrap Ups/Special Projects ❑ Hull/Protection & Indemnity ❑ Other Page 5 of 5