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Brown & Brown Northwest ~ C190060
CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM Contract Overview Contract/Amendment Number: C190060a2 Contract Start Date: March 27, 2019 Contract End Date: March 31, 2026 Contract Title: Insurance Agent of Record Contractor Name: Brown & Brown Insurance Services, Inc., Contract Manager: Jennifer Curran Department: Risk Contract Costs Original Contract Amount: $222,983.70 Total All Previous Amendments: -$53,090.70 Total of this Amendment: $75,306.38 Total Contract Amount: $245,198.68 Procurement Authority Contract Type: Personal Services Procurement Type: Formal RFP >$150K Solicitation Number: LCRB Date: March 26, 2019 Account String: Fund-Division-Account Work Order – Activity Type Amount FY 24 6001200-54001 $37,096.74 FY 25 6001200-54001 $38,209.64 FY FY FY Contracts & Purchasing Approval Purchasing Signature: Comments: Adding 2 years to term and funds to cover with 3% annual fee escalator. DocuSign Routing Route for Signature Name Email Address Contractor Jessica Getman Jessica.getman@bbrown.com City of Tigard Steve Rymer SteveR@tigard-or.gov Final Distribution Contractor Cathi Pham Cathi.Pham@bbrown.com Project Manager Jennifer Curran JenniferC@tigard-or.gov Buyer Rosie McGown Rosie.McGown@tigard-or.gov CITY OF TIGARD, OREGON AMENDMENT TO CONTRACT NUMBER C190060 FOR INSURANCE AGENT OF RECORD AMENDMENT #2 The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and Brown & Brown Insurance Services, Inc., hereinafter referred to as Contractor, is hereby amended as follows: 1. ASSIGNMENT/DELEGATION Section 5 of the contract allows for the contract to transfer any interest or duty under the agreement with written consent. Brown & Brown of Oregon, LLC d/b/a Brown and Brown Northwest is operating under the entity Brown & Brown Insurance Services, Inc. Any reference to Brown and Brown Northwest in the original agreement will be updated to Brown & Brown Insurance Services, Inc. 2. EFFECTIVE DATE AND DURATION The term of the contract is extended for one (1) additional two (2) year period and will expire on March 31, 2026, unless otherwise terminated or extended. 3. AGENT’S FEE Basic Fee A three percent (3%) escalator is applied to the Basic Fee each year during the term of this Agreement for an additional Seventy-Five Thousand Three Hundred Six and 38/100 dollars ($75,306.38). The total amount paid by the city to the Contractor will not exceed Two Hundred Forty-Five Thousand One Hundred Ninety-Eight and 68/100 ($245,198.68). Except as expressly provided in this contract amendment, all other terms remain unchanged. IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. CITY OF TIGARD BROWN AND BROWN INSURANCE SERVICES, INC Signature Signature Printed Name Printed Name Date Date DocuSign Envelope ID: 1182B886-6F7C-4FA9-A05F-DEE5AE18BDD0 4/4/2024 Jessica Getman 4/4/2024 Steve Rymer City of Tigard CONTRACT CHANGE C)R ER f 13125 WHIR Blvd. AMEND ,phone NT SUMMARY hone,Oregiit�97223 -(503) 639-4171 FIELD CHANGE ORDER FORM Fax-,( o ) Asa2 ? .ti d-oro rs� Project Title: Insurance Agent of Record Project Manager: Jennifer Curran Contractor: Brown&Brown NW Ori final Contract#:C190060 Effective Dates: 7/1/2019-6/30/2020 Change Order/Amendment Amount: 10,000) Account Strin : Amendment Percenta e Runnin Total: % AMENDMENT DETAILS" Change in WC coverage. Commission will be directly from new carrier of SAIF, causing a decrease in what we Pay to theagent. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ REASONING FOR CHANGE ORDERf AMEND ENT BUDGET IMPACT AND REQUIRED ACTIONS REQUESTING PI�UJECT MANAGER . APPR©VING CITY STAFF Signature Signature Date ate Contractor is hereby authorized by the City of Tigard to perform CONTACT the additional work described below in accordance with the terms and conditions detailed in the original contract along with all applicable rules, regulations, and laws that may be in effect for the work. The unit pricing in the original contract shall apply to Slgilature all additional work. A copy of this form, once completed, is to be forwarded to the Purchasing Office to ensure all changes to the encumbrances are met. Remember—the cumulative total of Amendments cannot exceed theproject's FY budget. Date CITY OF TIGARD,OREGON AMENDMENT TO CONTRACT INSURANCE AGENT OF RECORD C190060 AMENDMENT#1 The Agreement between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City, and Brown & Brown of Oregon, LLC d f l);a Brown and Brown Northwest, hereinafter referred to as Contractor,entered into on the 27`'day of March,2019,is hereby amended as follows: I. Agent's Fee A. Basic Fee 1) As compensation for Basic Services as described in Exhibit A of this Agreement,and for services required in the fulfillment of Paragraph 1, the Agent shall be paid annually, based on the Agent's invoice for base services,which shall constitute full and complete payment for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in this Agreement. The Basic Fee for the first year will not exceed the amount of- `a. -,�-- ($32,0K00). ({�µ$$ ( ?€4 "I`Nrt}-T—,vo `Thousand and No'100 dollar: ($32,0Vl 00). A three percent(3%)escalator is to be applied each year during the initial term of this Agreement. The total amount paid by the city to the Agent will not exceed TNT 1 " Nine Thousand Eight Hundred I-inet-T-Tv,-o and 30/100 dollars ($169,892,30). IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized undersigned officer and Contractor has executed this Amendment upon signature and date listed below. Amendment becomes effective as of executed date by City. jC I IGA '" BRO Al BRO NORTHWEST Signature Si ature tt d ZtedName����� Printed Name Date Date CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM (THIS FORQMMUSTACCOMPANYEVERYCONTRACT) Contract Title: Insurance Agent of Record Number: Contractor. Brown&Brown Northwest Contract Total: $222,984 Contract Overview: Agent of record services including_placement of insurance,risk management, safety, and loss control. Initial Risk Level: ❑ Extreme ❑ High Q Moderate ❑ Low Risk Reduction Steps: Insurance levels set at matrix leN el recommendations. Risk Comments: Exposure is adequatel,-addressed through insurance provisions 4✓ Risk Signature: e-- Contract Manager Jennifer Curran Ext: 2418 Department: Risk Mgmt Tvpe ❑ Personal Svc ® Professional Svc ❑ Architectural Agr ❑ Public Imp ❑ General Svc ❑ Engineering Svc ❑ Other: Start Date: 3/27/2019 End Date- 3/26/2024 Quotes/Bids/Proposal- FIRM Amouw/Scom BBNXA" $222,984/87 WFU $125,000/75 Account String: Fund-Division-Account Work Order—Activity Tyge Amount FY 19-20 tiU0-1200-54UU1 $42,000 annual w 30,0 escalation FY FY FY FY Antirovals - LCRB Date: 3/26/2019 Department Comments: Department Signature: Purchasing Comments: Purchasing Signature: Cita-Manager Commen s: Ak City Manager Signature: After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract ChecM9t. C CITY OF TIGARD,OREGON PROFESSIONAL SERVICES AGREEMENT INSURANCE AGENT OF RECORD THIS AGREEMENT, made and entered into this 27"' day of March, 2019, by and between the City of Tigard, a municipal corporation, hereinafter referred to as the "City," and Brown and Brown Northwest, hereinafter referred to as "Agent." RECITALS WHEREAS,the City's Fiscal Year 2019-2020 budget provides for insurance agent of record services;and WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and essential to the program of the City;and WHEREAS, the City desires to engage the Agent to render professional insurance agent of record, risk management, safety, and loss control services for the project described in this Agreement, and the Agent is willing and qualified to perform such services; THEREFORE, in consideration of the promises and covenants contained herein, the parties hereby agree as follows: 1. Agent's Scope of Services The Agent shall perform professional insurance agent of record, risk management, safety, and loss control services relevant to the Project in accordance with the terms and conditions set forth herein, and as provided in Exhibit A, which is attached hereto and by this reference made a part of this Agreement. 2. Effective Date and Duration This agreement shall become effective upon the date of execution by the City's Local Contract Review Board,and shall expire,unless otherwise terminated or extended on March 31,2024 whichever comes first. Both parties may agree up to two (2) additional two- (2-) year periods. Any renewal periods shall be done in writing not less than One Hundred Twenty(120) days before the end of any contract period. The total term of the contract cannot exceed nine (9) years. 3. Agent's Fee A. Basic Fee 1) As compensation for Basic Services as described in Exhibit A of this Agreement, and for services required in the fulfillment of Paragraph 1,the Agent shall be paid annually, based on the Agent's invoice for base services, which shall constitute full and complete payment for said services and all expenditures which may be made and expenses incurred, except as otherwise expressly provided in this Agreement. The Basic Fee for the first year will not exceed the amount of Forty-Two Thousand and No/100 dollars ($42,000.00). A three percent (3%) escalator is to be applied each year during the initial term of this Agreement. The total amount paid by the city to the Agent will not exceed Two Hundred Twenty-Two Thousand Nine Hundred Eighty-Three and 70/100 dollars ($222,983.70). 2) The Parties hereto do expressly*agree that the Basic Fee is based upon the Scope of Services to be provided by the Agent. In the event that the actual professional and technical services cost differs from the estimated professional and technical services cost, the Agent's compensation will not be adjusted unless the Scope of Services to be provided by the Agent changes and is authorized and accepted by the City. B. Payment Schedule for Basic Fee Payment will be made based on the Agent's invoice for base services, subject to the approval of the City Manager,or designee. Billings shall be submitted by the Agent periodically,but not more frequently than monthly. Payment by the City shall release the City from any further obligation for payment to the Agent for service or services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for work actually completed as of the date of invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Payment for Special Services Only when directed in writing by the City, the Agent shall furnish or acquire for the City the professional and technical services based on the schedule as described in Exhibit B of this contract for additional services. D. Certified Cost Records The Agent shall furnish certified cost records for all billings pertaining to other than lump sum fees to substantiate all charges. For such purposes, the books of account of the Agent shall be subject to audit by the City. The.Agent shall complete work and cost records for all billings on such forms and in such manner as will be satisfactory to the City. E. Contract Identification The Agent shall furnish to the City its employer identification number, as designated by the Internal Revenue Service,or social security number,as the City deems applicable. F. Payment—General 1) Agent shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 2) Agent 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. 3) Agent 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 Agent or all sums which Agent agrees to pay for such services and all moneys and sums which Agent 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. 4) The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 5) Agent shall make payments promptly,as due,to all persons supplying services or materials for work covered under this contract. Agent shall not permit any lien or claim to be filed or prosecuted against the City on any account of any service or materials furnished. 6) If Agent fails, neglects or refuses to make prompt payment of any claim for labor,materials, or services furnished to Agent, sub-Agent or subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due to the Agent. The payment of the claim in this manner shall not relieve Agent or their surety from obligation with respect to any unpaid claims. 4. Ownership of Plans and Documents: Records City shall be the owner of and shall be entitled to possession of any and all work products of Agent which result from this Agreement,including any computations,plans, correspondence or pertinent data and information gathered by or computed by_gent prior to termination of this Agreement by Agent 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,Agent 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. Agent is Independent Contractor A. The City's project director,or designee,shall be responsible for determining whether Agent's work product is satisfactory and consistent with this agreement,but Agent is not subject to the direction and control of the City. Agent shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Section 3 of this Agreement. B. Agent is an independent contractor and not an employee of City. Agent acknowledges Agent's status as an independent contractor and acknowledges that Agent is not an employee of the City for purposes of workers compensation law, public employee benefits law, or any other law. <U persons retained by Agent to provide services under this contract are employees of Agent and not of City. Agent acknowledges that it is not entitled to benefits of any kind to which a City employee is entitled and that it shall be solely responsible for workers compensation coverage for its employees and all other payments and taxes required by law. Furthermore,in the event that Agent is found by a court of law or an administrative agency to be an employee of the City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Agent under the terms of the agreement, to the full extent of any benefits or other remuneration Agent 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 Agent or to a third party) as a result of said finding. C. The undersigned Agent 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 the Agent, either directly or indirectly, in connection with the letting or performance of this Agreement, except as specifically declared in writing. D. If this payment is to be charged against Federal funds,_gent certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his/her normal charge for the type of service provided. E. Agent 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. F. Agent 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 trough the end of the calendar year. G. Agent is not an officer,employee, or agent of the City as those terms are used in ORS 30.265. 7. Indemnity A. The City has relied upon the professional ability and training of the Agent as a material inducement to enter into this Agreement. Agent 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 Agent'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 Agent's work by the City shall not operate as a waiver or release. Acceptance of documents by City does not relieve Agent of any responsibility for design deficiencies, errors or omissions. B. Claims for other than Professional Liability. Agent 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 Agent or its subcontractors, sub-Agents, 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.Agent 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 Agent or its subcontractors,sub-Agents,agents or employees in performance of professional services under this agreement. Any work by Agent that results in a design of a facility that is not readily accessible to and usable by individuals with disabilities shall be considered a professionally negligent act,error or omission. 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 Agent,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 Agent unrelated to the quality of professional services provided by Agent in performance of this contract. 8. Insurance Agent 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 Agent's activities or work hereunder, including the operations of its subcontractors of any tier. Such insurance shall include provisions that such insurance is primary insurance with respect to the interests of City and that any other insurance maintained by City is excess and not contributory insurance with the insurance required hereunder. The policy or policies of insurance maintained by the Agent and its subcontractors shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Agent shall obtain, at Agent'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 Agent shall obtain, at Agent's expense, and keep in effect during the term of this contract, Professional Liability Insurance covering any damages caused by any actual or alleged negligent act, error or omission in the rendering of or failure to render Professional Services.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 Agent shall also obtain,at Agent's expense,and keep in effect during the term of the contract(Symbol 1 or Symbols 8 and 9 as applicable) Commercial Automobile Liability coverage on an"occurrence" form including coverage for all owned,hired,and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than$2,000,000. If Contractor operates a personally-owned vehicle for business use under this contract,the Contractor shall obtain, at Contractor'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 Agent,its subcontractors,if any,and all employers providing work,labor or materials under this Contract are subject employers under the Oregon Workers' Compensation Law and 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.Agents who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Emplo;er'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 Agent's insurer will provide such if less than 24 months. Agent 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 Agent 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 Cit;reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. H. Self-Insurance The City understands that some Contractors 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 Contractor is self-insured for commercial general liability or automobile liability insurance the Contractor must provide evidence of such self-insurance. The Contractor 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 Agent 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 address below prior to coverage expiration. J. Independent Contractor Status The service or services to be rendered under this contract are those of an independent contractor. Contractor is not an officer,employee or agent of the City as those terms are used in ORS 30.265. K. Primary Coverage Clarification The parties agree that Agent'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 commercial 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 Agent's liability hereunder. Notwithstanding said insurance,Agent shall be obligated for the total amount of any damage,injury, or loss caused by negligence or neglect connected with this contract. 9. Termination Without Cause At any time and without cause,City shall have the right in its sole discretion,to terminate this Agreement by giving notice to Agent. If City terminates the contract pursuant to this paragraph,it shall pay Agent for services rendered to the date of termination. 10. Termination With Cause A. City may terminate this Agreement effective upon delivery of written notice to Agent, 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 Agent, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked, or not renewed. 4) If Agent becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Agent,if a receiver or trustee is appointed for Agent, or if there is an assignment for the benefit of creditors of Agent. 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 Agent,may terminate the whole or any part of this Agreement: 1) If Agent fails to provide services called for by this agreement within the time specified herein or any extension thereof, or 2) If Agent 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 days or such other period as City may authorize. 3) If Agent fails to eliminate a conflict as described in Section 14 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract)by Agent 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), Agent 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 Agent 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 Agent. 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. 11. Non-Waiver The failure of City to insist upon or enforce strict performance by Agent of any of the terms of this Agreement or to exercise any rights hereunder, should not be construed as a avaiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on ani•future occasion. 12. Method and Place of Giving Notice, Submitting Bills and MakingPaments 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: CITY OF TIGARD BRoxxw AND BRowN NORTHWEST Attn:Jennifer Curran Attn: Ron Cutter Address: 13125 SW Hall Blvd. Address: 2701 NW Vaughn St, Ste 340 Tigard,OR 97223 Portland OR 97210 Phone: (503) 718-2418 Phone: (503) 219-3270 Email: enriferc ti7ard-oQq--v Email: rcztter a 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. 13. Merger This writing is intended both as a final expression of the Agreement between the parties 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. 14. Professional Services The City requires that services provided pursuant to this agreement shall be provided to the City by an Agent,which does not represent clients on matters contrary to City interests. Further,Agent shall not engage services of an Agent and/or other professional who individually,or through members of his/her same firm,represents clients on matters contrary to City interests. Should the Agent represent clients on matters contrary to City interests or engage the services of an Agent and/or other professional who individually,or through members of his/her same firm,represents clients on matters contrary to City interests,Agent shall consult with the appropriate City representative regarding the conflict. After such consultation,the Agent shall have seven (7) 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 10 (B-3) of this agreement. 15. Force Majeure Neither City nor Agent 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 act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, 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 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-Discrimination Agent agrees to comply,%ith all applicable requirements of federal and state civil rights and rehabilitation statues,rules,and regulations.Agent 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. All facilities designed by Agent under this contract shall be designed to be readily accessible to and usable by individuals with disabilities as required by the Americans with Disabilities Act. 17. Errors Agent 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. 1$. Extra (Changes)Work Only the City's Project Manager may authorize extra(and/or change)work. Failure of Agent 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 Agent thereafter shall be entitled to no compensation whatsoever for the performance of such work. 19. Choice of Law,Venue The provisions of this Agreement are governed by Oregon Law. Venue will be the State of Oregon Circuit Court in Washington County or the US District Court for Oregon,Portland. 20. Compliance With Applicable Law Agent shall comply with all federal, state, and local laws and ordinances applicable to the work under this Agreement,including those set forth in ORS 279A,279B,and 279C. 21. 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. 22. Access to Records City shall have access to such books,documents,papers and records of Agent as are directly pertinent to this Agreement for the purpose of making audit,examination,excerpts and transcripts. 23. Audit Agent 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.Agent 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. 24. 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. 25. Representations and Warranties Agent represents and warrants to the City that: A. Agent has the power and authority to enter into and perform this Agreement. B. This Agreement, when executed and delivered, is a valid and binding obligation of Agent, enforceable in accordance with its terms. C. Agent (to the best of Agent's knowledge, after due inquiry), for a period of no fewer than six calendar years (or since the firm's inception if less than that) preceding the effective date of this Agreement, faithfully has complied with: 1) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; 2) Any tax provisions imposed by a political subdivision of this state that applied to Agent, to Agent's property, operations, receipts, or income, or to Agent's performance of or compensation for any work performed by Agent; 3) Any tax provisions imposed by a political subdivision of this state that applied to Agent,or to goods, services,or property,whether tangible or intangible,provided by Agent;and 4) Any rules,regulations,charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. D. Any intellectual property rights or such delivered to the City under this Agreement, and Agent's services rendered in the performance of Agent's obligations under this Agreement, shall be provided to the Cit; free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages, security interests,liabilities, charges, and encumbrances of any kind. 26. Compliance with Tax Laws A. Agent must,throughout the duration of this Agreement and any extensions,comply with all tax laws of this state and all applicable tax laws of any political subdivision of the State of Oregon. For the purposes of this Section, "tax laws" includes all the provisions described in subsection 25.C. 1) through 4) of this Agreement. B. Any violation of subsection A of this section shall constitute a material breach of this Agreement. Further,any violation of Agent's warranty,in subsection 25.0 of this Agreement,that the Agent has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of this state also shall constitute a material breach of this Agreement. Any violation shall entitle the City to terminate this Agreement, to pursue and recover any and all damages that arise from the breach and the termination of this Agreement, and to pursue any or all of the remedies available under this Agreement,at law,or in equity,including but not limited to: 1) Termination of this Agreement,in whole or in part; 2) Exercise of the right of setoff,and withholding of amounts otherwise due and owing to Agent, in an amount equal to State's setoff right,without penalty;and 4 3) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. The City shall be entitled to recover any and all damages suffered as the result of Agent's breach of this Agreement, including but not limited to direct, indirect, incidental and consequential damages,costs of cure,and costs incurred in securing a replacement Agent. These remedies are cumulative to the extent the remedies are not inconsistent,and the City may pursue any remedy or remedies singly,collectively, successively,or in any order whatsoever. 27. 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. 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. Agent, 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 Agent has executed this Agreement on the date hereinabove first written. Awarded by Tigard's Local Contract Review Board at their March 26,2019 meeting. CITY OF TIGARD BROWN AND ROWNNOR HWEST By: Marty Wine, City Manager By:Authorized Contractor Representative Date Date EXHIBIT A SCOPE OF SERVICES A. SCOPE OF SERVICES (BASE SERVICES) Brown and Brown Northwest will be required to perform the services outlined below 1. Represent city as agent of record for property casualty and workers' compensation coverage. These seri.-ices are consistent with the CIS definition of agent of record with additional funding and consultative risk management issue services. Since the city has the need for infrequent or rare workers' comp consultation,the fee should reflect reduced support. 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 Risk 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 Risk 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. 18. Supply City's Risk 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 Januaty 10''each year. 19. Prepare an annual report for delivery to the City's Risk 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 Citv should address during the next contract year. This report shall be filed no later than January 101 each year 20. Provide other such services consistent with devising, adopting,administering or revising plans of insurance coverage and risk management for the City. 21. Provide access to a learning management system with high quality safety related material and the ability to track employer sponsored training of individual employees. B. SPECIAL SERVICES Other services that Agent would provide on an hourly fee basis or special services requested by the Citv EXHIBIT B AGENTS PROPOSAL Y Ar PIS 1 40Wcicomc 1 TIGARD 1 Call"Omc Jill9 ' y T i RFP - Insurance Agent of Record Presented by: .,.,Brcown & Brown NORTHWEST THWEST INSURANCE 2701 NW Vaughn St, Ste. 340, Portland, OR 97210 City of Tigard RFP—Insurance Agent of Record TABLE OF CONTENTS TABLEOF CONTENTS..............................................................................................................................2 TRANSMITTAL LETTER..........................................................................................................................3 PROPOSAL CERTIFICATIONS.................................................................................................................4 SIGNATUREPAGE ....................................................................................................................................5 ATTACHMENTA.......................................................................................................................................6 ATTACHMENTB.......................................................................................................................................7 FIRM AND TEAM QUALIFICATIONS.....................................................................................................8 SERVICE UNDERSTANDING AND APPROACH.................................................................................13 FEESTRUCTURE.....................................................................................................................................14 ADDITIONAL SERVICES........................................................................................................................15 Page 12 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown NO R1.-ST All rights reserved. INSURANCE City of Tigard RFP-Insurance Agent of Record TRANSMITTAL LETTER Mr.Joe Barrett Sr. Management Analyst City of Tigard 13125 SW Hall Blvd Tigard, OR 97223 Re: RFP—Insurance Agent of Record Dear Mr. Barrett: Enclosed, please find our response to the above referenced RFP. Our team has successfully served as the Insurance Agent of Record for the City of Tigard for over two decades. We are proud to have served in this capacity and are grateful for the City's business over these years. Our familiarity with the City and knowledge of historical issues is unparalleled. We have reviewed the Scope of Services as outlined in the RFP document and agree to provide all the services detailed,as we have over the years. Additionally,our firm meets/exceeds all the Minimum Requirements listed in Section 4 of the RFP document. Brown & Brown agrees to perform the services within the time periods specified, starting and completing the projects within the deadlines as stated in the RFP. Ron Cutter is fully authorized to represent Brown & Brown in this proposal response. Ron's contact information is as follows: Ron Cutter Sr.Vice President/Public Sector Practice Leader Brown & Brown NW 2701 NW Vaughn Street;Suite 340 Portland, OR 97210 P: (503)219-3270 F: (503)914-5470 We have purposely left the answers to the City's questions concise in order to comply with the 15-page limitation. Please let us know if any clarification or additional detail is needed by your evaluation committee. Sincerely, Ron Cutter Sr.Vice President/Public Sector Practice Leader Page 13 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. ,i v City of Tigard RFP-Insurance Agent of Record PROPOSAL CERTIFICATIONS SECTION 7 PROPOSAL CERTIFICATIONS Nott-discrimination Clause The Contractor agrees not to diw=iinate against any client„employee or applicant fvr employment or for services,because of race,color,religion,sex,national origin,handinap or age with regard to,but not limited to,the following:employment upgrading,demotion or transfer;recruitment or recniarnent advertising;layoffs or termination;rates of pay or other forms of compensation; selection for trainiqg�,rendition of services. It is further understood that any contractor who is in violation of this clause shall be barred from receiving awards of any purchase order from the City,unless a satisfactory showing is made that discriminatory practices have terminated and that a recurrence of such acts is unagly. Agreed by: Ron Cutter Firm Name: Brown& Brown Northwest Address: 2701 NW Vaughn Street Suite,340 Portland,OR 972 10 Resident Certificate Please Check One: ❑ Resident Vendor:Vendor has paid unemployment taxes and income taxes in dvs state during the last twelve calendar months immediately preceding the submission of this proposal. Or ❑ o n- sident'Vendor Vendor does not qualify under requirement stated ahove- (Picase specify your state of residence: Offtter's signature Type or print officer's name: Ron Cotter RFP—Insurance Agent of Record Page 13 Close—Thursday,January 3,2019—2:00 pm Page 4© Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown-NORTHWEST All rights reserved. INSURANCE City of Tigard RFP-Insurance Agent of Record SIGNATURE PAGE SECTION 8 SIGNATURE PAGE The undersigned proposes to perform all work as listed in the Spcciftcation section, for the price(s) stated; and that all amides supplied under any resultant contract will conform to the specifications herein, The undersigned agrees to be bound by all applicable laws and regulations,the accompanying specifications and by City policies and regulations. The utdcrsigned,by submitting a proposal,represents that; A) The proposer has read and understands the specifications. B) Failure to comply with the specifications or any terms of the Request for Proposal may disqualify the Proposer as being tion-responsive. The undersigned certifies that the proposal has been arrived at indep-mdendy and has been submitted without any collusion designed to limit competition. The undersigned certifies that all addenda to the specifications has been received and duly considered and that all costs associated with all addenda have bean included in this proposal: Addenda: No. " through Noinclusive. We therefore offer and snake this Proposal to furnish services at the price(s)indicated herein in fulfillment of the attached requiremenrs and specifications of the Cite. Name of firm: Brown&Brown Northwest Address: 2701 NW Vauom Street,Suite 340 Portland,OR 97210 TelephoneNumb 5 Fax itiFumber 503.274.fr52d By: ' Date: 1!212019 (Signature of Autho i7ed Official. if partnership,signature of one partner.) Typed Name/Tide: Rett Cutt rl Vice President Public Sector Public Leader If corporation,attest: (Corporate Officer) ®Corporation Partnership ❑individual Federal Tax IdentificationNumber('I'IN); 93-0518576 RFP—Insurance Agent of Record Page 14 Close—Thursday,January 3,2019—2.00 pm Page 15 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown-NORTHWEST All rights reserved. INSURANCE City of Tigard RFP-Insurance Agent of Record ATTACHMENT A ATTACHMENT A CI'T'Y OF TIGARD, OREGON ACKNOWLEDGMENT OF ADDENDA Project'I itle:Insurance A gpni QfRerord Close: Thursdayjanuaq 3.1018-2:00 Um I/WE HAVE RECEIVED THE FOLLOWING ADDENDA n j yd,wfile ` ' : i."Nene ReceivW" 3. 2. 4. 112/2019 Date Signature of Proposer Senior Vice President/Public Sector Practice Leader Title _ Brown&Brown Northwest Corporate Name RFP—Insurance Agent of Record Page 15 Close—Thursday,January 3,2019—2:00 pm Page 16 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown-NORTHWEST All rights reserved. INSURANCE City of Tigard RFP-Insurance Agent of Record ATTACHMENT B ATTACHMENT B CI'T'Y OF TIGARD,OREGON STATEMENT OF PROPOSAL Name of Consultant: Brown&Brown Northwest Mailing Address: 2701 NW Vaughn Street, Suite 3417 Portland,OR 972 i 4 Contact Person: Ron Cutter Telephone: 503.219.3270 „Fax: 5U3.914.5470 >mt". rcutter 4bbaw.com acceprs all the terms and conditions cvntaxned in the City of Tigard's Request for Proposal for Insurance Agent of Record icr nd the attached professional services agreement(Attachment C)- 1/2/2019 _ Signature of uthorized representative Date Ron Otter 503.219.3270 _ Type or print name of authorized representative Telephone Number Jessica Getman 503.790.9332 Type or print name of person(s)authorized to negotiate contracts Telephone Number REFERENCES Cfty of Ilillsboro 503.681.6708 Reference#1 Telephone Numbcr ent of Record StmLinR Gandee Project Title Contact Individual 503.496,1505 Reference*2 Telephone Nurnbet AUnt-of Record Kattie Rigjzs _ Project Tide Contact Individual Ci of Gresham 503,619.2436 Reference#3 Telephone Number' 14iariee Smith-Janney _ Project'Title Contact Individual RFP—Insurance Agent of Record Page 16 Close—Thursday,January 3,2019—2�W pm Page 17 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown-NORTHWEST All rights reserved. INSURANCE City of Tigard RFP-Insurance Agent of Record 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(BBNW) has served Oregon's public entities for over half a century. Brown&Brown is a national leader in government insurance, with roughly $3.2 billion in public sector insurance premiums written since 1940. Our current Oregon public entity premium volume is over$36.5 million, making our firm Oregon's largest provider of Agent of Record services to the public sector. Additionally, we are the largest "CIS" agent in the state,giving us considerable leverage and influence with the City's current insurer. Brown&Brown's business model is one of"decentralization", meaning each office group works autonomously from the others. BBNW has office groups in Portland, Bend, Medford,Vancouver and Longview. We view the decentralized business model as a distinct advantage; while we have the strength and resources of a national company,we operate locally so we can be nimble in our decisions. b. Qualifications of the firm in performing this type of work. This should include examples of related experience and references for similar studies and projects. Our qualifications run deep with not only Oregon public entities, but specifically with the City of Tigard. Ron Cutter has been the City's point person since 2001 and we are proposing he continue to serve in that role. Over the years,we have been involved in maneuvering large claims, review of contracts for the 35-year water supply program as well as the Industrial Core development project, analyzing insurance program modifications, evaluation of self-insurance and much more. Some of our specific qualifications as Agent of Record are as follows: • Our relationship with markets insuring public entities in Oregon, and specifically City County Insurance Services (CIS) is unmatched. As previously stated, we are the largest CIS agent in Oregon, currently representing over 40 CIS members as Agent of Record. Our volume of business gives us significant negotiating leverage in not only underwriting issues but also claim resolutions. • Our risk management consultants have experience in addressing risk related issues common to Oregon public entities. Our risk management training modules are specific to those common issues. Our risk services are not meant to replace those provided by CIS, rather augment their services to provide the City the best combination of resources. • Due to our familiarity with the CIS program,we are much more efficient than any other agency in the state. • Based on our volume of business in the public sector, we have access to markets other agencies do not. Specifically, BBNW has access to the APIP (formerly PEPIP) property program. The APIP program is the broadest property coverage form available in the marketplace, with very competitive pricing and significant capacity. Page 8 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. ,i v City of Tigard RFP-Insurance Agent of Record • Our firm is one of the largest "SAIF" agencies in Oregon. While the City does not currently do business with SAIF, we are recommending the City consider them as a workers' compensation alternative. While we believe CIS provides a great WC product,there may be premium savings in looking at alternatives. Our public-sector practice is handled by our"team". Each member of our team focuses nearly 100%on government entities. If we are fortunate enough to continue being Agent of Record for City of Tigard,the primary team will be Ron Cutter,Tim Clarke and Cathi Pham as it has been for years. Additionally,we have added two new team members in Geoff Sinclair and Renee Spisak. You can find more about Geoff and Renee below. Wile they are new to our team,they are very"seasoned" professionals. 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. BBNW is proposing the same team that has been serving the City for many years in Ron Cutter,Tim Clarke and Cathi Pham. These individuals are familiar to the City already. Additionally,we have added Geoff Sinclair and Renee Spisak. Their roles are described below; however,we are particularly excited to have added Geoff to our team. He comes to us from SDAO/PACE where he worked for 20 years, most recently in a significant leadership role. His familiarity of all things related to risk pooling will be a great asset to all our customers. Below is a list of team members and their respective roles being proposed to the City: Team Member Role Ron Cutter Ron is the Public Sector Practice Leader and will have the primary responsibility of servicing the needs of City of Tigard. 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. Cathi Pham Cathi will work closely with Ron in providing day-to-day services for the property/liability/auto lines of coverage for the City of Tigard. Michaelene Thomas Michaelene is our Team Lead and will back up Cathi to ensure prompt service for the City of Tigard. Geoff has over 20 years' experience in litigation management and Geoff Sinclair risk pool operations and will be backing up Ron to ensure prompt service to the City. Renee is our Workers Compensation Specialist. She will be Renee Spisak responsible for working with Ron in providing all services related to Workers Compensation. Page 19 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. City of Tigard RFP-Insurance Agent of Record Ron Cutter,AIC,ARM Phone: 503.219.3270 Sr.Vice President/Public Sector Practice Leader Email: RCutter@bbnw.com 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 Brown&Brown NW 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 programs/risk management for Oregon's public sector. Currently, Ron directly handles the needs of over 90 public sector clients and is the Practice Leader for our Public Sector practice. 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 has been a speaker at AGRIP, PRIMA and OASBO conferences. "We have been consistently impressed by the level of service we receive from Ron Cutter and his team at BBNW. When we switched agents several years ago, we didn't quite know what to expect. What we got is excellent customer service. Their level of expertise in the field with local governments combined with their commitment to customer service is outstanding. —Jean Ripa, Columbia County Director of HR Page Brown&Brown 10 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. \OR 1-MV[ i All rights reserved. 1��t [c\v( City of Tigard RFP-Insurance Agent of Record Tim Clarke,CPCU,AIC, MLS Phone: 503.219.3223 Sr.Vice President/Director of Risk and Claims Services Email:TClarke@bbnw.com Tim Clarke, MLS,CPCU,AIC,Senior Vice President at Brown&Brown NW, has 30 years of insurance,claims and risk 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 and would serve in that capacity. 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 School of Business,Tim is also a graduate from the Sandra Day O'Conner's School of Law at Arizona State University where he obtained is Master of Legal Studies. Professional Designations and Licenses: • Chartered Property and Casualty Underwriter,American Institute of AICPCU/AII • Associate degree in Insurance Claims,American Institute of AICPCU/AII • Licensed Agent and Consultant in OR • Licensed Agent in WA, CA& NV Geoff Sinclair,ARM Phone: 503.790-9364 Vice President/Producer&Account Executive Email:GSinclair@bbnw.com Geoff would be a backup to both Ron and Tim should the need arise. He began his insurance career in 1996 with Self-Insured Management Services in the claims department. Geoff acted as claims adjuster and claims supervisor in his role handling accounts for CIS, SDAO, Fred Meyers/Kroeger, Portland General Electric, Thrifty/Payless and the Archdiocese of Portland in Oregon. In 2002, Geoff moved "in house" to SDAO where he was later named the Director of Claims/Litigation and PACE Services. In this role, he managed the claims office for SDAO and all contracted services for Property Casualty Coverage for Education Risk Pool (PACE). In 2017, Geoff joined Ron Cutter and the Brown and Brown NW team as a producer. His specialized experience in the public entity sector provides him with a unique ability to represent and provide his clients with the best options available along with sound, real world advice. He also is an accomplished public speaker having given educational talks on subjects ranging from Litigation Management,Oregon Torts and Law,Safety and Security, Risk Management, Customer Service in the Public World,and Drones along with many others. Geoff's passion lies in helping those in the public sector to be successful as they navigate the narrow and difficult path of efficiency, regulation and transparency. Geoff graduated from Willamette University with a Bachelor of Science in Business Economics. He also has the following professional designations: Licensed Agent in Oregon and Washington as well as has his Associate in Risk Management(ARM). Geoff is an associate board member of the Oregon School Safety Officers Association and the past Board Chair for the Make A Wish Foundation of Oregon. He currently sits on the Make A Wish Foundation Ambassador Board. Geoff is a frequent speaker at OASBO, OSSOA, OFSMA, SDAO, PACE, OFCA, OWRC and Colorado Special Districts Association. Page 1 11 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. ,i v City of Tigard RFP-Insurance Agent of Record Cathi Pham,CIC,CISR Phone: 503.219.3266 Account Manager Email:CPham@bbnw.com Cathi will continue to serve as the Account Manager for the City, handling the day to day activities, as she has for many years. She is a licensed Property&Casualty agent in Oregon,with over ten years of experience in the insurance industry. She began her career in accounting and has moved on to specialize in insurance programs for governmental accounts. Currently, she focuses on providing great service to our clients, by managing day- to-day services, including involvement in the marketing and renewal process for property, liability, auto and workers'compensation lines of coverage. Born and raised in Oregon, Cathi graduated from Portland State University with a Bachelor of Science Degree in Business Administration, with majors in Finance and Marketing. She also holds her Certified Insurance Counselor (CIC) and Certified Insurance Service Representative (CISR) designations. She is currently working towards her Certified Risk Manager(CRM) designation. Renee Spisak,SIP,WCCA Phone: 503.790.9335 Workers Compensation Specialist Email: Rspisak@bbnw.com Renee has over 12 years of combined experience in Workers' Compensation. Renee began her career in Workers' Compensation in 2006 as Workers' Compensation Coordinator for a large retail company. Renee obtained her certifications and began adjusting Workers' Compensation Claims in 2011. She has experience working for insurance carriers and Third-Party Administrators. Renee has over 10 years of related experience handling all aspects of Workers Compensation, including extensive knowledge of Workers Compensation rules and regulations, technical knowledge of statutory regulations, Labor Code and Litigation. Renee has handled Workers Compensation claims for various large and small accounts including retail,manufacturing,hospitality,and agriculture.Renee's areas of expertise are early claims resolution, reserves, litigation and medical terminology as well as claims cost containment and aggressive medical and legal oversight. Renee's certifications include Oregon Workers' Compensation Claims Certificate, Worker's Compensation Claims Associate's Designation, California Self Insurance Administrators Certificate and Experienced Claims Examiner Designation. Page 1 12 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. City of Tigard RFP-Insurance Agent of Record 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 "Internal Service Plan" business model. Our annual plan will be built based on the information outlined in our Menu of Services. Our service offerings are robust and inclusive. Additionally,we are able to offer a self-insured feasibility study conducted by an actuary to determine if self-insurance is an option for the City. We have conducted this study in the past and at that time, it was determined self-insurance was not a good option. However,we are happy to offer this analysis again and as before, at no additional cost. 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. Historically,we have met with the City of Tigard's risk management team quarterly to review and execute the items detailed on the Service Plan. We would recommend this process continue should we be fortunate enough to retain the City's business. 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. The City has a new Mayor and other elected officials. Occasionally, our city customers will have us meet with new elected officials to review the insurance program. We would love to do this if the City felt it was beneficial. 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 partners in minimizing risk is vital. We do this through regular meetings to have a firm understanding your needs and which of our broad list of risk service offerings to build out our Service Plan. Some of the cities our team is servicing as agent of record include: City of Tualatin City of Springfield City of Hillsboro City of West Linn City of Corvallis City of Troutdale City of Milwaukie City of Eugene City of Medford City of Oregon City City of Salem City of Fairview City of Gresham City of Bend City of King City City of Beaverton City of Redmond City of Prineville Page 1 13 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. ,i v City of Tigard RFP-Insurance Agent of Record Based on our background of serving Oregon's cities, we have a very good understanding of the project. We have thoroughly reviewed the Scope of Work and agree to provide all services requested. RESTRUCTURE The proposed fee structure should include the complete breakout for the firm's costs to provide all of the services under the subsequent contract. BBNW would consider this information "proprietary'and would ask that the information below not be shared. All the services proposed in this document are contemplated in the following fee structure. Our fee proposal also includes one self-insured feasibility study(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 workers'compensation 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 $50,800(10%of property/liability premiums) Workers Comp $18,350(5%of work comp standard premiums) Total $69,150 Based on our long-standing history with the City of Tigard, we are able to discount the above by over a third and propose a flat fee of$42,000 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 are the least costly alternative. This is because we are better equipped with our experience, risk services and claim services to favorably impact and reduce the City's cost of risk than any other agency. SAIF does not issue policies net of (or without) commission. As such, if the City decided to move the work comp coverage to SAIF,we would estimate the commission received and offset it against the flat fee referenced above. Page 1 14 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. ,i v City of Tigard RFP- Insurance Agent of Record 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 an "as needed" bases,to be provided and billed for separately. We do not charge for additional services. Some of our additional services are as follows: Day to Day Services: While keeping on top of the City's exposures is vital, it is also important to provide support for the day to day activities as well. BBNW exceeds the expectation outlined in the scope of work for a 48-hour response time.As a promise to our customers,we developed the following standards that we meet or surpass without fail: Task Minimum Service Standard Return City phone calls Within 4 hours Prepare certificate or evidence of insurance Within 24 hours-Same day if requested by Noon Answer City written response Within 24 hours Provide a formal written service plan Ongoing Conduct renewal strategy meeting with City 4 months prior to expiration Request updated renewal information 4 months prior to expiration Receive updated renewal information from City 3 months 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 City 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 City Within 7 days of binding coverage Invoice City Within 7 days of the effective date Forecast premiums for budgeting purposes 6 months prior to renewal Review policies and non-premium endorsements Within 30 days of receipt Deliver policies to City 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 Market Access As stated previously, BBNW has access to markets specific to public entities that other agencies do not have. For example, BBNW has access to APIP (Alliant Property Insurance Program). APIP is a powerful property insurance solution designed to meet the extensive needs of America's municipalities. It is the largest property placement in the world,APIP has nearly 9,000 members with a total insurable value(TIV)of$450 billion. Having APIP in your portfolio of insurers offers the following advantages: Page 115 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown NORTHWEST All rights reserved. [NSURANCF City of Tigard RFP-Insurance Agent of Record • Best possible pricing and coverage terms • Broad insuring agreement • Security of a group purchase program • Protection from market fluctuations • Coverage for all property(personal and real) Claims Services: Regarding claims,we take a very active role when you have a loss. Most importantly,we are your advocate in the claim process. Our claims team has over 100 years of collective experience in managing claims. This includes the abundance of claims that fall under the Oregon Tort Cap. We have witnessed an evolution of the tort cap over the last decade: • In 2007, the Oregon Supreme Court ruled in the Clarke v OHSU case that if the tort cap was not a reasonably sufficient remedy, it would not apply. • In 2009, the Oregon legislature increased tort caps, however it was unclear how the courts would apply them in a case with significant damages. • In 2016,the Oregon Supreme Court upheld the tort cap in the Horton v OHSU case. This issue will continue to evolve but currently, Oregon's public sector enjoys a strong tort cap. BBNW was also specifically engaged in the Johnson v City of Portland case that temporarily did away with recreational immunity. This was a topic of many discussions with our customers as well as multiple newsletters on the topic. Additional claim services our team offers are as follows: • Report claims to the carrier • Provide 24-hour access to BBNW claims staff • Develop claims procedural manuals based on needs of the organization • Visit your locations experience claims ■ Discuss claims reporting procedures with your staff ■ Help train your staff in the basic claims principles in accordance with your philosophy • Establish individual claim files on each claim reported • Monitor ongoing claims handling and reserves • Report claims to excess carriers when there is potential liability affecting a self-insured retention • Assist clients in tracking incidents and occurrences which do not result in an insurance claim. Our experience has proven that incidents can be a strong predictor of future claims when monitored effectively • Assist with the selection of outside legal counsel, and if desired assist in negotiations with insurance carriers regarding pre-approved legal counsel • Advocate coverage issues to assure the most advantageous interpretation of coverage and equitable claim settlement for our clients • Communicate status of claims handled under reservation of rights by your insurer and perform the critical role of being your advocate • Assist in the selection and coordination of independent or public adjusters Page 16 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. ,i v City of Tigard RFP-Insurance Agent of Record • Provide customized loss data in the format and frequency you've defined • Track and analyze claim data and provide individual claims narratives upon request. A sample Claim Trending report is included in the Appendix of this response. This is available to the City at the frequency of your choosing. Loss Prevention Services: Regular meetings with City staff will provide the guidance and support we believe is necessary to continue your success. We recommend continued quarterly meetings (at a minimum) if the City is agreeable. Unless otherwise noted, all the loss control services are available at no additional cost to the City. "The relationship between our Agent of Record and the City is key to having a successful risk management program. The Brown& Brown Northwest team has been a proven leader in providing trusted insurance consultation, resources and training for both our risk team and staff." —Kattie Riggs, City Recorder, City of Oregon City Risk University Pioneered by Tim Clarke of BBNW, Risk University is broken up into 14 modules,each about an hour long. Tim would provide the training at City offices for anyone interested in attending. Risk University is one of our most popular offerings. The modules are as follows: What is Risk Management Contracting Executive Risk Management Team Claims Administration Risk Management Expectations Employment Liability PolicyInsurance Loss Exposures Best Practices Safety Committees Risk Finance Zywave BBNW provides access to Zywave, an online risk management tool to as many City of Tigard employees as you would like at no additional cost. The library of materials available on Zywave includes thousands of documents that include handouts,checklists,speech prep and other forms of written communication. Succeed The Succeed Risk Management Center is a secure, comprehensive risk management and occupational safety solution platform designed to improve risk management, loss control and prevention, and OSHA compliance efforts and results. The Risk Management Center allows you to reduce and enable employee safety by creating effective risk mitigation programs. It is easy to use and provides a cost-effective risk reduction and safety center for your entire organization across all departments and locations. We charge a nominal annual amount ($100)for this resource. The purpose of the fee is so the data loaded in Succeed is considered the Cities rather than BBNW's. Page 1 17 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. City of Tigard RFP-Insurance Agent of Record Annual Report BBNW will continue to provide an Annual Report to the City of Tigard with the content of your choosing. Catastrophe Modeling Over the last 17 years' natural catastrophe modeling technology has become a vital tool as respects quantifying, managing, and transferring risk in the insurance industry. In a sector where financial stability is the hallmark of leading firms, the need for complete portfolio management of natural hazard risks was highlighted time and again by major natural catastrophes. Any organization with financial assets exposed to natural catastrophes can benefit from catastrophe modeling. Insurers, reinsurers, brokers, financial markets, and insureds have all recognized the need to synthesize available scientific research with quantitative techniques to evaluate the probability of financial loss. RMS catastrophe models accomplish this objective. BBNW runs RMS versions 8.0 and 9.0 and offers this service to our customers for no additional charge. This analysis will assist us in determining a correct limit of earthquake coverage to procure based on science and probability. Sample Company, Inc - RMS 8.0 Modeling Results Critical Return Ground Up Loss Gross Loss Probability Period w/o Demand Surge w Demand Surge w/o Demand Surge w Demand Surge 0.10% 1000 $25,777,026 $34,631,989 $21,641,238 $30,854,042 0.20% 500 $20,388,629 $27,238,144 $17,089,556 $24,076,146 0.40% 250 $15,683,515 $20,599,603 $13,000,064 $17,869,381 0.50% 200 $14,295,666 $18,611,675 $11,755,526 $15,994,985 1.00% 100 $10,285,770 $12,934,613 $8,155,800 $10,667,836 2.00% 50 $6,872,150 $8,279,774 $5,205,175 $6,487,215 4.00% 25 $4,279,571 $4,966,105 $3,039,730 $3,644,084 10.00%1 10 $1,948,537 $2,183,592 $1,126,258 $1,319,044 AAL $820,7321 $966,303 $503,8821 $503,882 Flood Zone Analysis When high valued locations are thought to be in flood zones,we will take flood mapping and overlay it using aerial photos of the property to ensure the buildings are in fact in flood zones. Occasionally we find that the building is NOT situated in the flood zone, saving significant premium. Page 1 18 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. ,i v City of Tigard RFP-Insurance Agent of Record Claims Cost Containment Risk Management Consulting • On-staff client claims advocates Executive Risk Management • Claim reviews • Establish and train an Executive Risk • Employer at Injury Program requirements Management Team • Early Return to Work programs • Risk Management for Executives Training • Preferred provider relationships • Entity Enterprise Risk Management • Catastrophic claims management Risk Management Program Analysis Program Design • An analysis of risk management and safety • Analyze current program, recommend efforts appropriate changes to meet goals& objectives Legislative Actions • Evaluate funding and payment alternatives • Advise on legislative actions • Present varied options and concepts for consideration Contractual Risk Management • Work with selected carrier to implement • Boilerplate insurance wording loss control and claims service plans • Tailored construction wording • Ensure that communication expectations • Indemnity clause consulting are established • Certificate checklists Program Services Volunteer Risk Management • Coordinate claims reviews with insurance • Policy statement design carrier • Volunteer coordinator training • Maintain and monitor cost effective • Volunteer risk identification program program • Creative insurance options • Project experience rating modifications • Analyze$2,000 deductible program Benchmarking • Project loss sensitive evaluations • Liability Claims • Conduct unit statistical claims reviews • Workers' Compensation Claims • Evaluate premium audits for accuracy • Total Cost of Risk • Negotiate competitive renewals • Property Premium Rates • Present claims reports • Deductibles and Self-Insured Retentions Emergency Management Loss Prevention Services • Review emergency management programs • Client self-inspection checklists • Prepare &oversee drills • Emergency evacuation plans • Assist with Business Continuity Plans • Fleet safety programs • Premises liability safety surveys Special Events • Advanced property protection • Risk Management review of events • Negotiating optimum loss control services • Review insurance with insurance companies. • Review contracts Consumer Protection and Red Flag • Review security policies and procedures Page 1 19 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. ,i v City of Tigard RFP-Insurance Agent of Record Construction and Project Management Indoor Air Quality • Review bids and proposals • Understanding IAQ, health affects causation • Recommend insurance requirements agents, sources, controls, & legislation. • Review contracts Intro to OSHA Risk Management Policy Manuals • An overview of what OSHA does and how • Assist in writing and advising on risk they help you. management manuals • Advise on risk management intranet sites Lockout—Tag out • Introduction to the lockout—tag out Safety Programs program. • Review and train on safety programs Machine Guarding Annual Report • Why guard your equipment, methods, & • Assist in preparing annual risk management the law. report Managing Your Claims Process Training Seminars and Topics • The claims process, how it affects you, and how you can control it. Actuarial Science 101 • How to read an actuarial report. Motivating Safe Behavior for Managers • Supervisors and Managers can change the Accident Investigations culture by changing the way they behave • Overview of accident investigation and and create a safe and happier workplace. importance of this process to your entity. This is aimed at those staff ZyWave/Elements Training members on the front line of incidents. . An internet toolbox providing hundreds of polices and materials for risk managers Bomb Threat Response and safety committees. • Overview of what to do and what to look for when a bomb threat takes place. Office Safety • Overview of office risks, lighting, electrical Emergency Planning safeguards, evacuation process and • Basic steps to take before an emergency& safety. overview of making your plan. Project Management Skills Chemical Hazards • How to manage a project. • What makes up a good Hazcom program. Contract Management • Public contracting in Oregon. Distracted Driving • Basic defensive driving course designed for all drivers. Hazard Communication • Communicating and training employees on your Hazcom program. Page 120 © Brown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. Brown&Brown All rights reserved. City of Tigard RFP-Insurance Agent of Record Stress and Stretching Respect in the Workplace • Interactive training designed to show staff • Respect rather than harassment. how to reduce stress and prepare for work, so they feel better. Risk Management 101 • How to assess and minimize risks. Supervisors Role • Class 1-Overview of supervisor's role in Safety&Health Programs safety and training. • Overview of safety and your workplace. • Roles & Responsibilities Taking customer accident reports(What not • Motivating Safe Behavior to do) • Accident Investigation • Basic training on customer service and • Inspections dealing with injured people. Safety Committees and more Walking&Working Surfaces • What a good safety committee should know • General training on trip/fall hazards,fall and do. protection, ladder safety and more. Spill Cleanup Workers'Compensation 101 • Basic steps when a spill takes place. Understanding the work comp process and how you can make it work for you and 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. Page 121 © Brown&BrownBrown&Brown of Oregon, LLC doing business as Brown&Brown Northwest. All rights reserved. ,i v EXHIBIT C CONSULTANT'S BROKER SERVICES AGREEMENT BROKER SERVICES AGREEMENT THIS BROKER SERVICES AGREEMENT (this "Agreement"), effective March 27, 2019 (the "Effective Date"), is made by and between CITY OF TIGARD("City"), and the Portland office of BROWN&BROWN OF OREGON, LLC D/B/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 (b) City shall timely produce and commence on the Effective Date and continue for a complete accurate information including, but not period of one (1) year, unless sooner terminated as limited to, current financial information, statements of herein provided. values, loss information and any other information, necessary for the effectuation of insurance coverage 2. Relationship of Parties. Broker is an at the request of Broker. City further agrees to independent contractor and nothing in this Agreement provide Broker with notice of any material changes in is intended nor shall be construed to create an City's business operations, risk exposures or in any employer/employee relationship, a joint venture other material information provided under this relationship or partnership relationship. In Agreement. In addition, City shall carefully read each consideration of the compensation paid to the Broker insurance policy issued to City in order to confirm the by the City, Broker will provide services to the City as accuracy of the facts reflected therein and that the an insurance broker. City acknowledges that Broker, policy(ies) contain(s) the terms and coverages or its parent company, Brown & Brown, Inc. desired. City is responsible for recommending any ("Parent"), and related or affiliated companies changes to insurance policies issued to City. (collectively with Parent, "B&B Affiliates"), may provide services as an insurance agent on behalf of (c) City shall timely pay all premiums certain insurance carriers or risk-bearing entities. City and fees. expressly consents to such relationship, if applicable, in the rendition of services by Broker under this (d) City shall provide Broker with at Agreement. least ninety(90)days notice in advance of any policy effective date in the event City intends to allow 3. Broker Services. Broker, subject to the competing agents or brokers to solicit or market terms of this Agreement, shall provide certain insurance to City. services set forth in the attached Schedule A (the "Services"), but only in relation to the lines of 5. Compensation. In consideration of the insurance identified in Schedule A ("Lines of Services, City shall compensate Broker as set forth in Insurance"). Schedule B (the "Broker Services Fee"). With regard to the Broker Services Fee, City and Broker Nothing in this Agreement shall be construed to acknowledge and agree as follows: impose any obligations on Broker or limitations on Broker's compensation, relative to any lines of (a) The Broker Services Fee is not a insurance or coverages other than as specifically part of, but rather is in addition to, any premium delineated above. that may be paid by the City for the Lines of Insurance. 4. City Responsibilities. In consideration of the Services provided by Broker, City agrees as (b) It is understood and agreed that follows: Broker, or B&B Affiliates, may receive contingent payments or allowances from insurers based on (a) City shall cooperate fully with factors which are not client-specific, such as the Broker and the insurance companies with whom performance and/or size of an overall book of Broker solicits in the performance of Broker's business produced with an insurer. Such contingent obligations under this Agreement. payments or allowances are not subject to this Agreement, and will not be credited against the Page 1 of 7 balance of the Broker Services Fee owed to Broker Agreement, Broker and City agree to hold in pursuant to this Agreement or paid to City. confidence Confidential Information (defined below). City acknowledges, however, that Broker will disclose (c) Broker may utilize insurance Confidential Information as reasonably required in the intermediaries(such as a wholesale insurance broker, ordinary course of performing the Services to managing general agent (MGA), managing general insurance companies and other insurance underwriter or reinsurance broker) for the placement intermediaries. "Confidential Information"means all of City's insurance. In addition to providing access to nonpublic information and all documents and other the insurance company,the intermediary may provide tangible items (whether recorded information, on the following services: (i) risk placement; (ii)coverage paper, in computer readable format or otherwise) review; (iii) claims liaison services with the insurance relating to the disclosing party's business (including company; (iv) policy review; and (v) current market without limitation business plans, manner of doing intelligence. The compensation received by the business, business results or prospects), proposals, insurance intermediary for placements and, if recommendations, marketing plans, reports, any of applicable, the services above is typically in the range which (i) at the time in question is either protectable of 5% to 15% of policy premium. There may be an as a trade secret or is otherwise of a confidential intermediary utilized in the placement of your nature (and is known or should reasonably be known insurance, which may or may not be a B&B Affiliate. by receiving party as being of a confidential nature) Any payments or allowances paid to the intermediary and (ii) has been made known to or is otherwise are not subject to this Agreement, and will not be learned by receiving party as a result of the credited against the balance of the fee owed to Broker relationship under this Agreement. Confidential pursuant to this Agreement or paid to City. Information should be protected with the same reasonable care as each party protects its own (d) If City chooses to finance its Confidential Information. premiums, Broker may assist City in the arrangement of such financing. Any payments or allowances paid Confidential Information will not include any to Broker for arranging premium financing are not information, documents or tangible items which (i)are subject to this section, and will not be credited against a matter of general public knowledge or which the balance of the fee owed to Broker pursuant to this subsequently becomes publicly available (except to Agreement or paid to City. the extent such public availability is the result of a breach of this Agreement), (ii) were previously in (e) Broker may, in the ordinary course possession of receiving party as evidenced by of its business, receive and retain interest on receiving party's existing written records, or (iii) are premiums paid by the City from the date received by hereafter received by receiving party on a non- Broker until the date the premiums are remitted to the confidential basis from another source who is not, to insurance company or intermediary. Any interest receiving party's knowledge, bound by confidential or income retained by Broker on these premiums are not fiduciary obligations to disclosing party or otherwise subject to this section, and will not be credited against prohibited from transmitting the same to receiving the balance of the fee owed to Broker pursuant to this party. In the event that Broker or City become legally Agreement or paid to City. compelled to disclose any of the Confidential Information, they shall provide the other party with (f) Compensation for the Services prompt notice so that such party may seek a specified under this Agreement is exclusive of all protective order or other appropriate remedy and/or federal, state and local sales, use, excise, receipts, waive compliance with the provisions of this gross income and other similar taxes and Agreement. In the event that such protective order or governmental charges and fees. Any such taxes, other remedy is not obtained, or that the other party charges or fees for the Services under this waives compliance with the provisions of the Agreement, now imposed or hereafter imposed during Agreement, such party may disclose such information the term of this Agreement, shall be in addition to the as is necessary or advisable to comply with the legal compensation, premiums and charges set forth in this process. Agreement and shall be paid by City upon request. 7. Termination. (g) City acknowledges and agrees that the Broker Services Fee is reasonable in relation to (a) Either party may terminate this the Services to be provided by Broker hereunder. Agreement, without cause and for any reason whatsoever, by giving written notice of termination to 6. Confidentiality. To the extent consistent with performances of Broker's duties under this the other party at least ninety (90) days prior to the Page 2 of 7 effective date of termination, which shall be specified If to Broker: in such written notice. Brown&Brown of Oregon, LLC d/b/a Brown&Brown Northwest (b) Notwithstanding the provisions in 2701 NW Vaughn Street, Suite 340 Portland, Orgon 97210 sub-paragraph (a) above, City may terminate this Attn:Jessica Getman Agreement upon the happening of any one of the Email:igetmanffbbnw.com following causes: (i) Suspension or termination of Broker's insurance license in the State of Oregon if With a copy to: not cured by Broker within sixty (60) days following Brown&Brown, Inc. such suspension or termination; (ii) Broker's 220 S. Ridgewood Avenue Daytona Beach, FL 32114 participation in any fraud; or (iii) Broker's material Attn:General Counsel 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) Citys failure to pay any Broker 10. Oregon Law Applies; Venue. This Services Fee more than five (5) days after such Agreement shall be governed by and construed and payment is due; (ii) City's participation in any fraud; or enforced in accordance with the laws of the State of (iii)City's material failure to properly perform its duties Oregon, without regard to its conflicts of laws and responsibilities hereunder because of City's gross principles. Exclusive venue is agreed to be in a state neglect, proven dishonesty, or commission of a or federal court of competent jurisdiction in or for felony. Multnomah County, Oregon. Termination for any cause enumerated in sub- 11. Limitation of Liability; Waiver of Jury paragraphs (b) or(c)shall become effective upon the Trial. THE PARTIES WAIVE ANY RIGHT TO A 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) Termination of this Agreement shall INCIDENTAL DAMAGES, INCLUDING LOSS OF not release City from any accrued obligation to pay PROFITS, REVENUE, DATA OR USE, EVEN IF any sum to Broker (whether then or thereafter SUCH PARTY HAS BEEN ADVISED OF THE payable) or operate to discharge any liability incurred POSSIBILITY OF SUCH POTENTIAL LOSS OR prior to the termination date. DAMAGE. 8. Notices. Any notices required or permitted 12. Assignment. Neither this Agreement nor to be given under this Agreement shall be sufficient if any of the rights, interests or obligations hereunder in writing by Certified Mail to: shall be assigned by any of the parties hereto (whether by operation of law or otherwise)without the If to City: prior written consent of the other party, which consent City of Tigard shall not be unreasonably withheld, conditioned or 13125 SW Hall Blvd. delayed. This Agreement will be binding upon, inure Tigard,OR 97223 to the benefit of, and be enforceable by the parties Attn:Jennifer Curran and their respective successors and permitted Email:jenniferc@tigard-or.gov assigns. 13. Entire Agreement. This Agreement (including the schedules, documents and instruments referred to herein or attached hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and Page 3 of 7 oral, between the parties with respect to the subject the date of this Agreement and signed on behalf of matter hereof. The Agreement shall not be modified City and Broker by their respective duly authorized except by a written agreement dated subsequent to representatives. Page 4 of 7 IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. CITY: BROKER: City of Tigard Brown &Brown of Oregon,LLC an Oregon municipal authority d/b/a Brown&Brown Northwest ,}�� an Oregon limi liabiI y pany By: `- v favl5a By: Name: MAV*1'-4L Wie, Name: Danny DiChiara Title: Title Vice President Page 5 of 7 SCHEDULE A BROKER SERVICES Subject to the terms of this Broker Services Agreement, Broker shall provide the Services listed below, but only in relation to the following Lines of Insurance: (a)Commercial Property; (b)Boiler Machinery/Equipment Breakdown; (c) Inland Marine; (d)Commercial Auto;(e)Crime; (f)Directors&Officers Liability; (g)Employment Practices Liability;(h) Liquor Liability; (i)Professional Liability; Q)Storage Tank/Pollution Liability; (k)Earthquake/DIC; (1)Flood(other than NFIP Placements); (m)General Liability; (n)Umbrelia/Excess Liability; (o)Worker's Compensation(unless placed with SAIF) 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. Page 6 of 7 SCHEDULE B COMPENSATION Broker Services Fee: In consideration of the Services, City shall compensate Broker in the amount of FORTY-TWO THOUSAND DOLLARS AND 001100($42,000.00)(the"Broker Services Fee"). The Broker Services Fee shall be fully earned and payable upon City's execution and delivery of this Agreement. The Broker Services Fee is not a part of, but rather is in addition to, any premium that may be paid by the City for the Lines of Insurance. Insurer Commissions: Broker agrees that it will not receive any commission for the placement of City's insurance business pursuant to this Agreement. If Broker receives any such commission payments from an insurer in error or otherwise, Broker agrees to refund the Broker Service Fees in the amount of such commission payment, credit the commission against the Broker Services Fee or take such other action, if any,as shall in all cases comply with applicable law. Page 7 of 7