HomeMy WebLinkAboutAgent of Record Services AgmtAGENT OF RECORD
SERVICES AGREEMENT
Matter No. 12195.001
RFQ 12-13-301
THIS AGREEMENT is made by and between the CITY OF WEST PALM BEACH, FLORIDA,
a Florida municipal corporation, with a physical address of 401 Clematis Street, West Palm Beach, Florida
and a mailing address of P.O. Box 3366, West Palm Beach, FL 33402-3366 ("City") and RISK
MANAGEMENT ASSOCIATES, INC., a Florida corporation, doing business as Public Risk Insurance
Agency, with an address of 220 S. Ridgewood Avenue, Suite 210, Daytona Beach, FL 32114 ("Broker").
WITNESS
WHEREAS, the City issued Request for Quotes #12-13-301 (the "RFQ") pursuant to state and local
law to solicit proposals from insurance brokers/agents of record for the City's Property and Casualty
Insurance Program (the "Services"); and
WHEREAS, Broker responded to the RFQ by submitting its proposal dated December 6, 2012 (the
"Proposal"); and
WHEREAS, the City selected Broker as the best qualified to perform the services; and
WHEREAS, the City desires to engage Broker to provide such services to the City according to the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises as hereinafter
set forth and of the faithful performance of such covenants and conditions, the City and Broker do hereby
agree as follows:
1. SERVICES. Broker, subject to the terms of this Agreement, shall provide the services described in
the Scope of Services set forth in the RFQ, attached hereto as Exhibit A (which services are hereinafter
referred to as the "Services") in relation to the following lines of insurance (collectively referred to as the
"Lines of Insurance): (a) Property; (b) General Liability; (c) Auto Liability; (d) Law Enforcement Liability;
(e) Public Officials Liability/Employment Practices Liability; (f) Worker's Compensation; (g) Storage Tank
Liability; (f) Fine Arts; (i) Special Events; (j) Fiduciary Liability and any other coverages required by the
City. In the event that the City requires any additional lines of coverage, Broker and City shall negotiate an
increased Broker Services Fee. In the event of a conflict between Exhibit A and this Agreement, the
Agreement shall control. Broker shall render the Services in a diligent, careful, thorough and professional
manner consistent with good business practice and shall at all times provide City with the most sound and
reasonable recommendations and advice. Time shall be of the essence with respect to all matters set forth in
this Agreement
2. TERM. The term of the engagement under this Agreement shall commence on February 1, 2013
and shall continue for a term of three (3) years, unless earlier terminated. The City shall have the right to
extend the Agreement for two (2) additional terms of one (1) year each upon the same terms and conditions.
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3. COMPENSATION.
3.1 COMPENSATION. In consideration of the Services, the City shall compensate Broker
through a "Broker Services Fee" in the annual amount of EIGHTY FIVE THOUSAND DOLLARS AND
00/100 ($85,000.00). No additional compensation will be paid to Broker or any other party, other than for
writing individual Federal Flood policies on behalf of the City. Any additional compensation shall be
credited to the City. If Broker is being compensated based upon a fixed dollar amount or fixed percentage
fee, meaning that this Agreement specifies compensation and states that additional compensation will not be
paid to Broker or any other party, then additional compensation is strictly prohibited. Similarly, if this
Agreement sets compensation based upon a fixed dollar amount or fixed percentage fee, and this Agreement
specifies that additional compensation shall be credited to the City, then any additional compensation to any
party must be promptly returned to the City. If this Agreement is not based upon such fixed fee terms, then
no owned or affiliated party, including brokers, wholesale brokers or third party intermediaries, may accept
any type of compensation without full disclosure by Broker to the City of the dollar amount or percentage of
compensation prior to binding coverage. It is understood and agreed that Broker, or Broker's corporate
parent, subsidiaries or affiliated entities, may receive contingent payments or allowances from insurers based
on factors which are not client -specific, such as the performance and/or size of an overall book of business
produced with an insurer. Such contingent payments or allowances are not subject to this Agreement, and
will not be credited against the balance of the Broker Services Fee owed to Broker pursuant to this
Agreement or paid to City.
If the City chooses to procure insurance through Broker, with regard to the Broker Services Fee, the City and
Broker acknowledge and agree as follows:
(a) In the event that Broker receives commission payments in connection with the placement
procurement of the Lines of Insurance for the City, the amount of such payments will be credited against the
balance of the Broker Services Fee owed to Broker pursuant to this Agreement, and any commission amount
in excess of such balance shall be promptly paid to the City within 30 days after receipt of such commission
by Broker. In addition, it is understood and agreed that Broker, or Broker's corporate parent, subsidiaries or
affiliated entities, may receive contingent payments or allowances from insurers based on factors which are
not client -specific, such as the performance and/or size of an overall book of business produced with an
insurer. Such contingent payments or allowances are not subject to this Agreement, and will not be credited
against the balance of the Broker Services Fee owed to Broker pursuant to this Agreement or paid to the
City.
(b) Broker may utilize insurance intermediaries (such as a wholesale insurance broker,
managing general agent (MGA), managing general underwriter or reinsurance broker) for the placement of
the City's insurance. In addition to providing access to the insurance company, the intermediary may
provide the following services: (i) risk placement; (ii) coverage review; (iii) claims liaison services with the
insurance company; (iv) policy review; and (v) current market intelligence. The compensation received by
the insurance intermediacy for placements and, if applicable, the services above is typically in the range of
5% to 15% of policy premium. There may be an intermediary utilized in the placement of your insurance,
which may or may not be a company owned by Brown & Brown Inc., the parent company of Broker. Any
payments or allowances paid to the intermediary are not subject to this Agreement, and will not be credited
against the balance of the fee owed to Broker pursuant to this Agreement or paid to the City.
(c) If the City chooses to finance its premiums, Broker may assist the City in the arrangement of
such financing. Any payments or allowances paid to Broker for arranging premium financing are not subject
to this section, and will not be credited against the balance of the fee owed to Broker pursuant to this
Agreement or paid to the City.
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(d) Compensation for the Services specified under this Agreement are exclusive of all federal,
state and local sales, use, excise, receipts, gross income and other similar taxes and governmental charges
and fees. Any such taxes, charges or fees for the Services under this Agreement, now imposed or hereafter
imposed during the term of this Agreement, shall be in addition to the compensation, premiums and charges
set forth in this Agreement and shall be paid by the City upon request.
(e) The City acknowledges and agrees that the Broker Services Fee is reasonable in relation to the
Services to be provided by Broker hereunder.
(f) The following language is required in any written fee agreement between Broker and its
customer. The language above shall control regarding any understanding of compensation notwithstanding the
following:
If Broker is being compensated based upon a fixed dollar amount or fixed percentage fee,
meaning that this Agreement specifies compensation and states that additional compensation
will not be paid to Broker or any other party, then additional compensation is strictly
prohibited. Similarly, if this Agreement sets compensation based upon a fixed dollar amount
or fixed percentage fee, and this Agreement specifies that additional compensation shall be
credited to the City, then any additional compensation to any party must be promptly
returned to the City. If this Agreement is not based upon such fixed fee terms, then no owned
or affiliated party, including brokers, wholesale brokers or third party intermediaries, may
accept any type of compensation without full disclosure by Broker to the City of the dollar
amount or percentage of compensation prior to binding coverage.
3.2 Payment. The Broker Services Fee shall be paid in four (4) equal quarterly installments of
$21.250.00 commencing upon execution of this Agreement.
3.3 Invoices. Broker shall submit quarterly invoices. Invoices must identify the PO number and
be submitted to: West Palm Beach Finance Department, Attn: Accounts Payable, P.O. Bo 3366, West Palm
Beach, FL 33402-3366. Invoices shall show the dates of service.
4. REPRESENTATIONS. WARRANTIES AND COVENANTS
4.1 Authority. Broker hereby represents and warrants to the City that it has full power and
authority to enter into and fully perform its obligations under this Agreement without the need for any further
corporate or governmental consents or approvals, and that the persons executing this Agreement are
authorized to execute and deliver it.
4.2 Duly Licensed. Broker represents that it is duly licensed to perform the Services under this
Agreement and that it will continue to maintain all licenses and approvals required to conduct its business.
4.3 No Contingency. Broker warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for Broker, to solicit or secure this Agreement and that it has
not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for Broker, any fee, commission, percentage, gift, or any other consideration
contingent upon or resulting from the award or making of this Agreement. In the event of a breach or
violation of this provision by Broker, the City shall have the right to terminate the Agreement without
liability and to recover, the full amount of such fee, commission, percentage, gift, or consideration.
5. STANDARD OF CARE. The standard of care for all Services performed or famished by Broker
under this Agreement will be the care and skill ordinarily used by members of Broker's profession practicing
under similar circumstances or at the same time and in the same locality.
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6. COMPLIANCE WITH LAWS. In the conduct of the Services under this Agreement. Broker shall
comply in all material respects with all applicable federal and state laws and regulations and all applicable
county and City ordinances and regulations.
7. INDEPENDENT CONTRACTOR. Broker acknowledges and agrees that it is an independent
contractor of the City and is not an employee of the City. Broker more specifically acknowledges that its
employees will not be covered by the City's workers' compensation insurance; and Broker will be solely and
exclusively responsible for payment of all federal and state income taxes due in respect of all compensation
and/or other consideration paid by the City to Broker under this Agreement. Broker shall be responsible for
social security, unemployment and disability taxes and all other payroll taxes due with respect to Broker's
employees who provide Services under this Agreement. Broker acknowledges that it shall have no authority
to bind City to any contractual or other obligation whatsoever. Broker shall be entitled to seek and accept
other engagements and/or employment during the term of this Agreement so long as such other employment
or engagements do not interfere with the performance of Broker's duties under this Agreement. Broker shall
be responsible to the City for all work or services performed by Broker or any person or firm engaged as a
sub -consultant or subcontractor to perform work in fulfillment of this Agreement.
8. RIGHT TO AUDIT. Broker shall maintain adequate records for the Services performed under this
Agreement for five (5) years following completion of the Services, or conclusion of any litigation regarding
this Agreement. The City shall have the right to audit Broker's books and records, at the City's expense,
upon prior notice, with regard to the Services provided to the City under this Agreement. Failure by Broker
to permit such audit shall be grounds for termination of this Agreement by the City. In addition to the
foregoing, Broker consents to the City requesting from the insurance carriers confirmation of all fees paid to
Broker arising out or related to the City's insurance coverages during the term of this Agreement.
9. PROPERTY RIGHTS. All work product, including but not limited to reports, plans, drawings,
tracings, sketches, photographs, videos, illustrations, presentations, PowerPoint, specifications, maps,
computer files,, electronic data, and other documents (electronic or paper) prepared or created in the course of
the performance of the Services or obtained in the performance of this Agreement, as well as all data
collected, together with summaries and charts derived therefrom, will be considered works made for hire and
shall be the exclusive property of the City upon their creation without restriction or limitation on their use
and will be made available, upon request, to the City at any time during the performance of such Services.
Upon delivery to the City of said work product, the City will become the custodian thereof in accordance
with Chapter 119, Florida Statutes. Broker will not copyright any material or work product developed under
this Agreement. Any reuse of Broker's prepared documents by the City, except for the specific purpose
intended hereunder, will be at City's sole risk and without liability or legal exposure to Broker or its sub -
consultants.
10. INSURANCE.
10.1 Broker shall purchase from and maintain, in a company or companies lawfully authorized to
do business in Florida, such insurance as will protect the City from claims set forth below which may arise
out of or result from performance under this Agreement by Broker, or by a subcontractor of Broker, or by
anyone directly or indirectly employed by Broker, or by anyone for whose acts Broker may be liable.
10.2 Coverage shall be maintained without interruption from the effective date of this Agreement.
Any liability coverage on claims made basis shall remain effective for five (5) years after expiration or
earlier termination of this Agreement.
10.3 The City shall be provided a minimum of thirty (30) days prior written notice of any adverse
material change, including any reduction, non -renewal or cancellation of Broker's required insurance
coverage, or any increase in the Broker's self-insurance retention.
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10.4 Evidence of insurance, being a current ACORD certificate of insurance or its equivalent,
executed by the insurer, or its agent or broker, evidencing that a policy of insurance and any required
endorsements have been issued by the agent/broker shall be delivered to City prior to execution of this
Agreement. The Certificate of Insurance shall be dated and show the name of the insured, the specific
Project or Agreement by name and contract number, the name of the insurer, the number of the policy, its
effective date, and its termination date.
10.5 All required insurance (except Worker's Compensation and Professional Liability) shall
include an Additional Insured endorsement identifying the City as an Additional Insured. No costs shall be
paid by the City for an additional insured endorsement.
10.6 Broker shall maintain the following liability coverage, in the limits specified:
Comprehensive General Liability: Not less than $1,000,000.00 Combined Single Limit per
each occurrence and $2,000,000 aggregate, with bodily injury limits.
Worker's Compensation and Employer's Liability: With limits of Employer's Liability
Insurance not less than $500,000 "each accident," $500,000 "disease policy limit," and
$500,000 "disease each employee."
Non -owned Automobile Liability: Not Less than $1,000,000.00 for injuries per person in any
one accident or occurrence and $1,000,000.00 in the aggregate for injuries per occurrence or
accident, with $100,000.00 for property damage in any one accident or occurrence, or
$300,000.00 Combined Single Limit.
Professional Liability or Errors and Omissions: Not less than $3,000,000 per claim,
including appropriate prior acts coverage for the period of time Broker provided services to
the City.
11. INDEMNITY. Broker agrees to indemnify, defend, save and hold harmless the City, its officers,
agents and employees, from any claim, demand, suit, loss, cost or expense for any damages that may be
asserted, claimed or recovered against or from City, its officials, agents, or employees by reason of any
damage to property or personal injury, including death and which damage, injury or death arises out of or is
incidental to or in any way connected with Broker's performance of the Services or caused by or arising out
of (a) any act, omission, default or negligence of Broker in the provision of the Services under this
Agreement; (b) property damage or personal injury, Broker damage, injury or death arises out of or is
incidental to or in any way connected with Broker 's execution of Services under this Agreement; or (c) the
violation of federal, state, county or municipal laws, ordinances or regulations by Broker. This
indemnification includes, but is not limited to, the performance of this Agreement by Broker or any act or
omission of Broker, its agents, servants, contractors, patrons, guests or invitees and includes any costs,
attorneys' fees, expenses and liabilities incurred in the defense of any such claims or the investigation
thereof. Broker agrees to pay all claims and losses and shall defend all suits, in the name of the City, its
employees, and officers, including but not limited to appellate proceedings, and shall pay all costs, judgments
and attorneys' fees which may issue thereon. City reserves the right to select its own legal counsel to
conduct any defense in any such proceeding and all costs and fees associated therewith shall be the
responsibility of Broker under this indemnification provision. To the extent considered necessary by the
City, any sums due Broker under this Agreement may be retained by City until all of City's claims for
indemnification have been resolved, and any amount withheld shall not be subject to the payment of interest
by City. This indemnification agreement is separate and apart from, and in no way limited by, any insurance
provided pursuant to this Agreement or otherwise. This paragraph shall not be construed to require Broker to
indemnify the City for its own negligence, or intentional acts of the City, its agents or employees. Nothing in
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this Agreement shall be deemed to be a waiver of the City's sovereign immunity under Section 768.28,
Florida Statutes. This clause shall survive the expiration or termination of this Agreement.
12. TERMINATION.
12.1 The City shall have the right to terminate this Agreement, in whole or in part, with or
without cause, and for its convenience, upon five (5) days written notice to Broker.
12.2 Broker shall immediately deliver all documents, written information, electronic data and
other materials concerning City projects in its possession to the City and shall cooperate in transition of its
consulting duties to appropriate parties at the direction of the City.
12.3 Upon termination, this Agreement shall have no further force or effect and the parties shall
be relieved of all further liability hereunder, except that the provisions of this Section and the provisions
regarding the right to audit, property rights, insurance, indemnification, governing law and litigation shall
survive termination of this Agreement and remain in full force and effect.
13. NOTICE. All written notices, demands and other communications required or provided for under
this Agreement shall be sent by certified mail, return receipt requested, postage prepaid, in the case of
mailing, or by overnight or same day courier, or by electronic transmission producing a written record, or
hand delivered to Broker at PO Box 2416, Daytona Beach, FL 32115, Attn: Robin Faircloth, Director of
Operations, with a copy to: Brown & Brown, Inc., 655 N. Franklin Street, Suite 1900, Tampa, FL 33602,
Attn: Carrie R. Brown, Corporate Counsel, Email: cbrown@bbinslegal.com, or to the City, at the address on
the first page of this Agreement, attention: City Administrator, with a copy to the City Attorney, or to such
other address or person as shall be designated by a party in a written notice given in the manner required
hereby.
14. TAXES. Broker understands that in performing the Services for the City, Broker is not exempt
from paying sales tax to Broker's suppliers for materials required for Broker to perform under this
Agreement. Broker shall not be authorized to use the City's tax exemption number for purchasing supplies or
materials.
15. NON-DISCRIMINATION. In performing under this Agreement, Broker shall not discriminate
against any person because of race, color, religion, sex, gender identity or expression, genetic information,
national origin, age, disability, familial status, marital status or sexual orientation.
16. ASSIGNMENT. This Agreement requires the personal skills and experience of Broker and may not
be assigned by Broker. This Agreement shall be binding upon and inure to the benefit of the parties hereto,
their successors and permitted assigns.
17. FORCE MAJEURE. Any deadline provided for in this Agreement may be extended, as provided in
this paragraph, if the deadline is not met because of one of the following conditions occurring with respect to
that particular project or parcel: fire, strike, explosion, power blackout, earthquake, volcanic action, flood,
war, civil disturbances, terrorist acts, hurricanes and acts of God, provided the non -performing party and its
subcontractors are without fault in causing such default or delay, and such default or delay could not have
been prevented by reasonable precautions and cannot reasonably be circumvented by the non -performing
party through the use of alternate sources, workaround plans or other means. When one of the foregoing
conditions interferes with contract performance, then the party affected may be excused from performance on
a day -for -day basis to the extent such parry's obligations relate to the performance so interfered with;
provided that no such extension shall be made unless notice thereof is presented by Broker to City in writing
within ten (10) business days after the start of the occurrence of such delay, and Broker shall use best efforts
to perform its obligations during such period of delay, and notify City of its abatement or cessation; and
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further provided, the party so affected shall use reasonable efforts to remedy or remove such causes of non-
performance. The party so affected shall not be entitled to any additional compensation by reason of any
day -for -day extension under this Agreement.
18. ETHICS: CONFLICTS OF INTEREST.
18.1 Broker represents that it has not given or accepted a kickback in relation to this Agreement
and has not solicited this Agreement by payment or acceptance of a gratuity or offer of employment.
18.2 Broker represents that it has not solicited this contract by payment of a gift or gratuity or
offer of employment to any official, employee of the City or any City agency or selection committee.
18.3 Broker represents that it does not employ, directly or indirectly, the mayor, members of the
city commission or any official, department director, head of any City agency, or member of any board,
committee or agency of the City.
18.4 Broker represents that it does not employ, directly or indirectly, any official of the City.
Broker represents that it does not employ, directly or indirectly, any employee or member of any board,
committee or agency of the City who, alone or together with his household members, own at least five
percent (5%) of the total assets and/or common stock of Broker.
18.5 Broker represents that it has not knowingly given, directly or indirectly, any gift with a value
greater than $100 in the aggregate in any calendar year to the mayor, members of the city commission, any
department director or head of any city agency, any employee of the city or any city agency, or any member
of a board that provides regulation, oversight, management or policy -setting recommendations regarding
Broker or its business.
18.6 Broker represents that it presently has no interest and shall acquire no interest, either direct
or indirect, which would conflict in any manner with its performance under this Agreement. Broker further
represents that no person having any interest shall be employed or engaged by it for said Services.
18.7 Broker, its officers, personnel, subsidiaries and subcontractors shall not have or hold any
continuing or frequently recurring employment, contractual relationship, business association or other
circumstance which may influence or appear to influence Broker's exercise of judgment or quality of the
Services being provided under this Agreement. Broker, its officers, personnel, subsidiaries and
subcontractors shall not perform consulting work for any third party that would in any way be in conflict
with the Services to be provided to the City under this Agreement.
18.8 Broker, its officers, personnel, subsidiaries and subcontractors shall not, during the term of
this Agreement, serve as an expert witness against City in any legal or administrative proceeding unless
compelled by court process. Further, Broker agrees that such persons shall not give sworn testimony or issue
a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the
interests of City or in connection with any pending or threatened legal or administrative proceeding. The
limitations of this section shall not preclude such persons from representing themselves in any action or in
any administrative or legal proceeding.
18.9 Broker shall promptly notify the City in writing by certified mail of all potential conflicts of
interest or any event described in this Section. Said notification shall identify the prospective business
interest or circumstance and the nature of work that Broker intends to undertake and shall request the opinion
of the City as to whether such association, interest or circumstance would, in the opinion of the City,
constitute a conflict of interest if entered into by Broker. The City agrees to notify Broker by certified mail
of its opinion within thirty (30) calendar days of receipt of the said notification and request for opinion. If, in
the opinion of the City, the prospectivebusiness association, interest or circumstance would not constitute a
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conflict of interest by Broker, the City shall so state in its opinion and Broker may, at its option, enter into
said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to
services provided to the City by Broker under this Agreement.
18.10 In the event Broker is permitted to utilize subcontractors to perform any services required by
this Agreement, Broker agrees to prohibit such subcontractors, by written contract, from having any conflicts
as within the meaning of this section.
19. PUBLIC ENTITY CRIMES ACT. Broker represents that the execution of this Agreement will not
violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), and certifies that Broker and its
subconsultants under this Agreement have not been placed on the convicted vendor list maintained by the
State of Florida Department of Management Services within 36 months from the date of submitting a
proposal for this Agreement or entering into this Agreement. Violation of this section may result in
termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from
City's competitive procurement activities.
20. PUBLIC RECORDS LAW. Broker shall allow public access to all documents, papers, letters or
other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by Broker in
conjunction with this Agreement. Failure by Broker to grant such public access shall be grounds for
immediate unilateral cancellation of this Agreement by the City.
21. LOBBYING CERTIFICATION. Broker certifies to the best of its knowledge and belief that no
funds or other resources received from the State in connection with this Agreement will be used directly or
indirectly to influence legislation or any other official action by the Florida Legislature or any state agency.
22. UNAUTHORIZED ALIENS/PATRIOT'S ACT. The knowing employment by Broker or its sub -
consultants of any alien not authorized to work by the immigration laws or the Attorney General of the
United States is prohibited and shall be a default of this Agreement which results in unilateral termination.
In the event that Broker is notified or becomes aware of such default, Broker shall take steps as are necessary
to terminate said employment with 24 hours of notification or actual knowledge that an alien is being
employed. Broker's failure to take such steps as are necessary to terminate the employment of any said alien
within 24 hours of notification or actual knowledge that an alien is being employed shall be grounds for
immediate termination of this Agreement and unilateral termination. Broker shall take all commercially
reasonable precautions to ensure that it and its sub -consultants do not employ persons who are not authorized
to work by the immigration laws or the Attorney General of the United States. Broker further represents that
it is not in violation of any laws relating to terrorism or money laundering, including the Executive Order No.
13224 on Terrorist Financing and/or the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56., the "Patriot Act").
23. SMALL BUSINESS REQUIREMENTS. Broker shall comply with the City's Small Business
Ordinance set forth in Chapter 66 of the Code of Ordinances of the City of West Palm Beach, which is
incorporated herein by this reference. Broker shall comply with the small business commitment contained in
Broker's Proposal, or as approved by the Procurement Division. Broker shall maintain all relevant records
and information necessary to document compliance with the Small Business Ordinance and shall allow the
City to inspect and audit such records.
24. GOVERNING LAW. This Agreement shall be construed and interpreted, and the rights of the
parties hereto determined, in accordance with Florida law without regard to conflicts of law provisions. The
City and Broker submit to the jurisdiction of Florida courts and federal courts located in Florida. The parties
agree that proper venue for any suit concerning this Agreement shall be Palm Beach County, Florida, or the
Federal Southern District of Florida. Broker agrees to waive all defenses to any suit filed in Florida based
upon improper venue or forum nonconveniens. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF
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ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED
TO THIS AGREEMENT.
25. SEVERABILITY. In the event that any term or provision of this Agreement shall to any extent be
held invalid or unenforceable, it is agreed that the remainder of this Agreement, or the application of such
terms or provision to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected and every other term and provision of this Agreement shall be deemed
valid and enforceable to the maximum extent permitted by law.
26. WAIVER. Any waiver by either party of any one or more of the covenants, conditions, or
provisions of this Agreement, shall not be construed to be a waiver of any subsequent or other breach of the
same or any covenant, condition or provision of this Agreement.
27. .. HEADINGS. The headings contained in this Agreement are provided for convenience only and shall
not be considered in construing, interpreting or enforcing this Agreement.
28. INSPECTOR GENERAL. Broker is aware that the Inspector General of Palm Beach County has the
authority to investigate and audit matters relating to the negotiation and performance of this contract, and
may demand and obtain records and testimony from Broker and its subcontractors and lower tier
subcontractors. Broker understands and agrees that in addition to all other remedies and consequences
provided by law, the failure of Broker or its subcontractor or lower tier subcontractors to fully cooperate with
the Inspector General when requested may be deemed by the City to be a material breach of this Agreement
justifying its termination.
29. CONTROLLING PROVISIONS. Except as otherwise specifically provided herein, in the event of
any conflict between the specific provisions of this Agreement and the requirements or provisions of the
RFQ and/or Quote, the provisions shall be given precedence in the following order: (1) this Agreement, (2)
the RFQ; and (3) the Quote. Wherever possible, the provisions of the documents shall be construed in such
manner as to avoid conflicts between provisions of the various documents.
30. ENTIRE AGREEMENT. This Agreement, including the RFQ, the Quotes, and exhibits, which are
incorporated into this Agreement in their entirety, embody the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements and understandings, oral or written, relating to said subject matter. This Agreement may only be
modified by written amendment executed by the City and Broker.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day
and year indicated below.
ATTEST:
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CITY OF WEST PALM BEACH
By:
Date:
eraldine Muoio, Mayor
1
3-0 , 2013
CITY ATTORNEY' S OFFICE
Appr ed a form and legality
By:
RISK MANAGEMENT ASSOCIATES, INC.
d/b/a Public Risk Insurance Agency
Rec.); de t-
Date: of - i .3
10
The
City f
`Lest Palm Beach
"The Capital City of the Palm Beaches"
Insurance Broker Services
(Property And Casualty Program)
Procurement Division
401 Clematis Street, 5th Floor
West Palm Beach, FL 33401
Phone: (561) 822-2100
Fax: (561) 822-1564
Request for Quotation
RFQ 12-13-302
The City of West Palm Beach is accepting bids from qualified and responsible Agents or Brokers (Broker) to
provide Broker Services for the City's Property and Casualty Program.
Quotation documents can be acquired electronically and free of charge by logging onto the City's website at:
http://wpb.org/procurement/procurement-division/bids-solicitations/
Firms shall submit one (1) original, four (4) copies and an electronic version of the quotation response in a
sealed envelope, marked in the lower left-hand corner with the company's name, RFQ number, title, due date
and time.
Time is of the essence and any bid received after 3:00 p.m. on December 6, 2012, whether by mail or
otherwise, will be returned unopened. The time of receipt shall be determined by the time clock located in the
office of the Procurement Official. Bids shall be placed in a sealed envelope, marked in the lower left-hand
corner with the bid number, title, date, and hour bids are scheduled to be received. Offerors are responsible for
insuring that their bid is stamped by Procurement office personnel by the deadline indicated.
Responses shall be submitted to:
City of West Paint Beach
Procurement Division
401 Clematis Street, 5th Floor
West Palm Beach, FL 33401
ENVELOPES CONTAINING QUOTATIONS MUST BE IDENTIFIED AS RFQ 12-13-302
Responses are due at 3:00 p.m. on Thursday, December 6, 2012. Late responses will not be accepted.
Althea Pemsel Issue Date: November 5, 2012
Althea Pemsel, MA, C.P.M.
Procurement Official
RFQ 12-13-302
Insurance Broker Services Page 1 of 24
1. SCOPE OF SERVICES
SCOPE OF SERVICES
The scope of work of for this RFQ shall include but not be limited to the following:
1) Provide recommendations to enhance the risk and insurance management program.
2) Provide names of qualified insurance companies that may be approached for insurance premium
quotations.
3) Provide an opinion regarding the long -,term financial security of these qualified companies.
4) Provide trended values for property insurance policies.
5) Prepare insurance specifications for review and approval by the City's Risk Manager at least 90 days
prior to renewal.
6) On the basis of instructions from the City, solicit bids based on insurance specifications and submit bids
to the City at least 30 days prior to expiration. Such bids will include a comparative analysis of price,
coverage and security with other competitive bids and each market or company that was solicited.
7) Prepare a working summary for the City of each policy including key terms, conditions and
endorsements and maintain summary up to date (outline will be approved by the City's Risk Manager).
8) Assist the City's Risk Manager in the negotiation for other insurance coverages, as directed by the
City's Risk Manager.
9) Submit to the City an annual report including the following:
a) A schedule of all insurance in force, showing expiration dates, net and gross annual premiums, Limits
and deductibles/retentions.
b) Detailed losses for each policy, both paid and reserved, summarized for the previous fiscal year and for
a five, -year period, segregated by cause.
c) A schedule of trend and development factors for past losses.
d) Comments on the status of major losses incurred during the year.
e) Comments on major pending risk control recommendations.
f) An assessment of current conditions of insurance market and outlook for market over next 12 months.
10) Provide stewardship report as requested.
11) Fee or other compensation for the coming year.
12) Provide a philosophy on retention for various policies, based on market conditions.
13) Schedule quarterly meetings with the City's Risk Manager to discuss loss control issues, exposure
changes and general administrative matters.
14) Analyze the City's exposure to loss, adequacy of coverage and develop options on coverage not
presently purchased by the City.
15) When requested, coordinate notice of claims and/or losses to underwriters or actuaries.
16) Prepare requested insurance certificates and endorsements as requested by the City's Risk Manager.
17) Obtain answers from underwriters to policy coverage questions as requested.
18) Prepare and submit special reports, loss analyses, etc. as requested.
19) Assist the City in developing insurance requirements for various contracts (design, construction and
service). Review certain leases, agreements for insurance requirements, assumption of liability and other
risk management issues as requested.
20) Submit annual evidence of agents' and brokers' required insurance, including professional liability
insurance with agreed upon limits.
21) Assist in the preparation and/or handling of all first and third party claims, as requested.
22) Follow, -up for timely issuance of all policies and endorsements and submit originals to the City's Risk
Manager.
23) The Broker will gather City information, prior to renewals, to prefill applications for the City
24) The Broker will use its commercial best efforts to secure such insurance coverage(s) on the CITY's
behalf. In the event an insurance company cancels or refuses to place such insurance coverage(s), the
Broker will use its commercial best efforts to obtain the coverage from another insurance company.
25) The Broker shall not provide any services which may constitute the unauthorized practice of law.
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26) No coverage shall be placed by the Broker with the City that allows the broker to receive a commission
or fee. Prior written notification by the Broker to the City shall be required before any coverage is
placed in any market that would allow a commission or fee to the Broker. The City will make the final
decision on the purchase of the coverage and the disposition of the commission or fee.
27) The City will allow two different options for Broker Services For The Property And Casualty Insurance
Program:
a) Option 1 — An annual fixed amount for Broker Services for the Property and Casualty
Insurance Program.
b) Option 2 — A program designed by the Broker to enhance the City's Broker Services for
the Property and Casualty Insurance Program and provides significant saving over the
contract period.
c) Broker(s) may bid for Option 1, Option 2 or Option 1 and 2.
2. ADDITIONAL SERVICES
The CITY may, during the term of this Agreement, request additional services beyond the scope of services and
the Broker shall have the right to charge the City additional fees for such additional services that may be
requested by the City. All agreements as to the additional services and additional fees to be paid by the City to
the Broker shall be documented by a written amendment to this Agreement, executed by the City Risk Manager
and/or the City Finance Director.
3. MINIMUM REQUIREMENTS
The broker of record must meet the following requirements in order to be considered:
a. Licensed as an insurance broker or agent in the State of Florida.
b. Minimum of seven (7) years of experience as insurance being your primary business.
c. Experience with at least four (4) Florida municipalities with an annual property/casualty premium in
excess of $1,000,000.00 (one million dollars).
d. Firm must have had at least four (4) municipal client in the past five (5) years with a municipal
population of at least 75,000 residents.
e. Must have premium volume of at least $10,000,000.00 (ten million dollars).
f. Must have access to insurance markets to provide all of the required City property and casualty
insurance (see City Profile)
g. Must have been in business for at least seven (7) years.
h. Firm must be covered for General Liability, Automobile, Workers' Compensation and Professional
Liability/Errors and Omissions insurance(s).
The City reserves the right to make such investigation as it may deem necessary
4. ADDITIONAL TERMS AND CONDITIONS
Upon receipt of a Notice of Intent to Award the Bidder shall: 1) obtain a Certificate(s) of Insurance
immediately after receiving a Notice of Intent to Award, and 2) obtain a Certificate of Registration for engaging
in business from the City, as such documents will be required prior to execution of a Contract.
5. INSURANCE REQUIREMENTS
The awarded Firm shall obtain and maintain at all times during the term of the Agreement, insurance coverage
pertaining to Professional Liability, Property Damage and Workers Compensation in the following types and
amounts: 1. Insurance: Throughout the term of this agreement and for all applicable statutes of limitation
periods, Broker shall maintain in full force and affect the insurance coverage set forth in this article.
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Insurance Broker Services Page 3 of24
a. All Insurance Policies shall be issued by companies that (a) are authorized to transact business
in the State of Florida, (b) have agents upon whom service of process may be made in Palm
Beach County, Florida, and (c) have a best's rating of A- VI or better.
b. All Insurance Policies shall name and endorse the following as additional insured(s):
i. The City of West Palm Beach (City), and their officers, agents, employees and City
commission members.
ii. Additional Insured — Designated Person or Organization endorsement, or similar
endorsement to the liability policies. Additional insured is defended and indemnified for claims
to the extent caused by the acts, actions, omissions or negligence of Broker, its employees,
agents, sub -contractors, and representatives; but is not defended or indemnified for the
additional insured's own acts, actions, omissions, and/or negligence.
c. All Insurance Policies shall be endorsed to provide that:
i. Broker's insurance is primary to any other insurance available to the additional insured(s)
with respect to claims covered under the policy and:
ii. Broker's insurance applies separately to each insured against who claims are made or suit is
brought and that the inclusion of more than one insured shall not operate to increase the
insurer's limit of liability.
d. Broker shall carry the following minimum types of insurance when services, installation/labor
and any instance where the Broker will be contracted by the City.
6. INSURANCE COVERAGES
BUSINESS AUTOMOBILE LIABILITY INSURANCE: Broker shall carry business automobile liability
insurance with minimum limits of One Million ($1,000,000) dollars per occurrence, combined single limits
bodily injury liability and property damage. The policy must be no more restrictive than the latest edition of the
business automobile liability policy without restrictive endorsements and must include owned vehicles and hired
and non -owned vehicles.
COMMERCIAL GENERAL LIABILITY: Broker shall carry Commercial General Liability Insurance for all
WORKERS' COMPENSATION: Workers' Compensation and Employer's Liability Insurance with limits Of
Employer's Liability Insurance not less than $500,000 "each accident," $500,000 "disease policy limit," and
$500,000 "disease each employee."
UMBRELLA OR EXCESS LIABILITY INSURANCE: Broker may satisfy the minimum liability limits required
above under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability
under the Umbrella or Excess Liability; however the Annual Aggregate limit shall not be less than the highest
"Each Occurrence" limit for any of the policies noted above. Broker agrees to name and endorse the City, and
the City Commission and their officers, agents, employees and City Commission members as additional insureds.
Additional insured is defended and indemnified for claims to the extent caused by the acts, actions, omissions or
negligence of Broker, its employees, agents, subcontractors, and representatives; but is not defended or
indemnified for the additional insured's own acts, actions, omissions, negligence.
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Insurance Broker Services Page 4 of 24
PROFESSIONAL LIABILITY/MALPRACTICE/ERRORS OR OMISSIONS INSURANCE: The Broker shall
purchase and maintain professional liability or malpractice or errors or omissions insurance with minimum limits
of two Million ($2,000,000) dollars per occurrence. If a claims made form of coverage is provided, the
retroactive date of coverage shall be no later than the inception date of claims made coverage, unless the prior
policy, was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by
a supplemental extended reporting period (ERP) of as great duration as available, and with no less coverage and
with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the
inception date of claims made coverage.
7. INSURANCE CERTIFICATES
Broker shall provide the City Risk Manager with a copy of the certificate of insurance (Acoed 25 or current
form) and endorsements evidencing the types of insurance and coverage required by this article within three (3)
calendar days of Broker's receipt of Notice of Intent to Award the contract and, at any time thereafter, upon
request by the City. It is the BROKER'S responsibility to ensure that the Risk Manager and the Contract
Manager both have a current insurance certificate and endorsements at all times.
8. INSURANCE NOTICES
Broker's Insurance Policies shall be endorsed to provide The City with at least thirty (30) calendar days prior
written notice of cancellation, non -renewal, restrictions, or reduction in coverage or limits. Notice shall be sent
to:
City of West Palm Beach
Attn: Procurement Division
401 Clematis Street
West Palm Beach, Florida 33401
9. ADDITIONAL INSURANCE REQUIREMENTS
If Broker's Insurance policy is a claims made policy, then Broker shall maintain such Insurance Coverage for a
period of five (5) years after the expiration or termination of the agreement or any extensions or renewals of the
agreement. Applicable coverage may be met by keeping the policies in force, or by obtaining an extension of
coverage commonly known as a reporting endorsement of tail coverage.
In any of Broker's Insurance policies includes a general aggregate limit and provides that claims investigation
or legal defense costs are included in the general aggregate limit, the general aggregate limit that is required
shall be no more than five (5) times the occurrence limits specified above in this article.
The provisions of this article shall survive the expiration or termination of this agreement.
10. RENEWAL OF INSURANCE
Broker shall be responsible for assuring that the insurance certificate/ endorsements required in conjunction with
this section remains in force for the duration of the contractual period. If the insurance certificate/endorsements
are scheduled to expire during this period, Broker shall be responsible for submitting a new or renewed
insurance certificate/ endorsements to City at a minimum of thirty (30) calendar days in advance of such
expiration. In the event that expired certificate/endorsements are not replaced with a new or renewed certificate
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which covers the contractual period, City shall suspend this Agreement until such time as the new or renewed
certificate/endorsements are received by City.
11. MINIMUM COVERAGE
Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Broker of liability
in excess of such coverage, nor shall it preclude City from taking such other actions as is available to the City
under any other provisions of this Agreement or otherwise in law or equity.
12. SUSPENSION OR TERMINATION BY OWNER FOR CONVENIENCE
City may, at any time, without cause, order Broker in writing to suspend, delay or interrupt the work in whole or
in part for such. period of time as City.may determine, or to terminate all or a portion of the Contract for City's
convenience. Upon such termination, the Contract Price earned to the date of termination shall be paid to
Broker, but Broker waives any claim for damages, including loss of profits arising out of or related to the early
termination. Those Contract provisions which by their nature survive final acceptance shall remain in full force
and effect. If the City orders a suspension, the Contract price and Contract time shall be adjusted for increases
in the cost and time caused by suspension, delay or interruption. No adjustment shall be made to the extent that
performance is, was or would have been so suspended, delayed or interrupted by another cause for which Broker
is responsible; or that an equitable adjustment is made or denied under another provision of this Contract.
13. LOBBYING PROHIBITED
As to any matter relating to this request for quotation, respondent or anyone representing a respondent are
advised that they are prohibited from contacting or lobbying the Mayor, any City Commissioner, City staff,
Evaluation Committee, or any other person authorized on behalf of the City related or involved with this request
for quotation. For purposes of clarification, a team's representative shall include, but not be limited to, the
team's employee, partner, officer, director, consultant, lobbyist, or any actual or potential subfirm or consultant
of the team. All oral or written inquiries are to be directed to the Procurement Division. Any violation of this
condition may result in rejection and/or disqualification of the respondent.
The "No Lobbying Condition" is in effect from the date of issuance and shall terminate at the time the City signs
final award contract(s) for the request for quotation, rejects all quotations, or otherwise takes action which ends
the solicitation process.
14. SUBMITTAL INFORMATION
Firms shall submit one (1) original, four (4) copies and an electronic version of the quotation response in a
sealed envelope, marked in the lower left-hand corner with the company's name, RFQ number, title, due date
and time.
Responses shall be submitted to:
City of West Palm Beach
Procurement Division
401 Clematis Street, 5th Floor
West Palm Beach, FL 33401
All information must be typed or legibly written in ink, and must be signed in ink by an officer or employee
having authority to bind the company or firm. SIGNATURES ARE REQUIRED WHERE INDICATED;
FAILURE TO DO SO SHALL BE CAUSE FOR REJECTION OF QUOTE.
RFQ 12-13-302 Insurance Broker Services Page 6 of 24
Responses must be submitted on the Forms provided. Quotes submitted on the company's letterhead or quotation
form will not be accepted.
The solicitation documents may be examined thirty days after the due date or if an award has been made prior to
that time, by appointment only.
16. QUESTIONS/CLARIFICATION
All questions regarding this Request for Quotation shall be submitted in writing and must be received no later
than ten (10) business days prior to the closing date.
Questions shall be submitted by fax: 561-822-1564 or e-mail: mbojorge@wpb.org
17. INQUIRIES AND ADDENDUMS:
Any interpretation or changes to the scope or meaning of this Request for Quotation will be by written
addendum. Any addendum issued for this RFQ will be posted on the City's Purchasing website at:
http://wpb.org/procurement/procurement-division/bids-solicitations/
It is the responsibility of the Firm to ensure that all addendum(s) are received. The City will not be responsible
for any addendum(s) issued that the bidder did not receive. Companies listed on the Plan -holder's List will
receive an automatic notification when an addendum has been issued. Addendum(s) will form an integral part
of the bid and shall modify and become part of the bid document. Bidders shall sign and return all addendum(s)
issued with their bid response.
18. FEDERAL AND STATE TAX
The City is exempt from Federal Tax and State Tax for Tangible Personal Property. The Procurement Official
will sign an exemption certificate submitted by the successful respondent. Vendors or firms doing business with
the City shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual
obligations with the City, nor shall any Firm be authorized to use the City's tax exemption number in securing
such materials.
19. LEGAL REQUIREMENTS
Federal, State, County and local laws, ordinances, rules and regulations that in any manner affect the items
covered herein apply. Lack of knowledge by the respondent will in no way be a cause for relief from
responsibility.
a. Vendors doing business with the City are prohibited from discriminating against any employee, applicant,
for employment, or client because of race, creed, color, ancestry, religion, national origin, sex, sexual
orientation or age with regard to, but limited to, the following: Employment practices, rates of pay or other
compensation methods, and training selection.
b. The Uniform Commercial Code (Florida Statues, Chapter 672) shall prevail as the basis for contractual
obligations between the awarded firm/vendor and the City of West Palm Beach for any terms and
conditions not specifically stated in the Request for Quotation.
c. The obligations of the City under this award are subject to the availability of funds lawfully appropriated
for its purpose.
d. This Request for Quotation shall be included and incorporated in the final award. The order of contractual
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precedence will be the purchase order or price agreement release, quotation document (original Terms and
Conditions), and response. Any and all legal action necessary to enforce the award will be held in the City
of West Palm Beach and the contractual obligations will be interpreted according to the laws of Florida.
20. EEO STATEMENT
Equal Opportunity: The City believes in equal opportunity practices, which conform to both the spirit and the
letter of all laws against discrimination, and is committed to nondiscrimination because of race, creed, color,
sex, age, or national origin.
21. CONFLICT OF INTEREST
The award hereunder is subject to provisions of State Statutes and City Ordinance. All respondents must
disclose with their quotation the name of any officer, director, or agent who is also an employee of the City.
Further, all respondents must disclose the name of any City employee who owns, directly or indirectly, interest
of ten percent (10%) or more in the respondent's firm or any of its branches.
22. NON -COLLUSION
Respondent certifies that their quotation is made without prior understanding, agreement, or connection with any
corporation, firm or person submitting a quotation for the same materials, services, supplies, or equipment and is
in all respects fair and without collusion or fraud. No premiums, rebates or gratuities permitted; either with,
prior to or after delivery of material or provision of service. Any such violation may result in award
cancellation, return of materials, and discontinuation of services, removal from vendor list, and/or disbarment or
suspension from doing business with the City.
23. SELECTION OF RESPONDENT WITH WHOM TO CONTRACT
The selection of a respondent with whom to contract for a procurement solicitation shall be based on the best
value to the City as provided in Section 66-71 of the City Code of Ordinances.
24. ACCEPTANCE/REJECTION OF QUOTATIONS - AWARD
The City reserves the right to accept or to reject any or all quotations and make the award to that respondent,
who in the opinion of the City will be in the best interest of and/or the most advantageous to the City. The City
also reserves the right to reject the quotation of any respondent who has previously failed in the proper
performance of an award or to deliver on time contracts of a similar nature or who is not in a position to perform
properly under this award. The City reserves the right to inspect all facilities of respondents in order to make
determination as to the foregoing. The City reserves the right to waive any irregularities and technicalities and
may, at its discretion, reissue the solicitation. Nothing herein will prevent the City from making multiple
awards.
The City reserves the right to require respondents to submit evidence of qualifications or any other information
the City may deem necessary.
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25. PROTEST PROCEDURE
Protest procedures are provided in Section 66-151 of the City Code of Ordinances. A protest -must be addressed
to the Procurement Official, in writing, identifying the protester, the solicitation and the basis for the protest and
must be received by the Procurement Official within seven (7) calendar days of the first date that the aggrieved
person knew or should have known of the facts giving rise to the protest. The protest is considered filed when it
is received by the Procurement Official. Failure to file protest in accordance with the Procurement Ordinance
shall constitute a waiver of said protest.
26. QUOTE FORMS
All quotations must be submitted on the City's Price Schedule Form provided. Quotations submitted on the
company's quotation form or letterhead will not be accepted.
27. RESPONDENTS RESPONSIBILITY
Each respondent is required, before submitting their quotation, to carefully examine the requirements and to
completely familiarize themselves with all the terms and conditions that are contained within this document.
Ignorance on the part of the respondent will in no way relieve the Firm of any of the obligations which will be
interpreted according to the laws of Florida.
28. RESPONDENTS PRICING
Respondent warrants by virtue of quoting that price shall remain firm for a period of one -hundred and twenty
(120) days from the date of solicitation opening. Quotations having erasures or corrections must be initialed
in ink by the respondent. Respondents may offer a cash discount for prompt payment. However, such
discounts will not be considered in determining the lowest net cost. Respondents should reflect any discounts to
be considered in the unit prices quoted.
29. PREPARATION COSTS
Neither the City nor its representatives shall be liable for any expenses incurred in connection with the
preparation of a response to this request for quotations.
30. INVOICE & PAYMENT DOCUMENTATION
The City will make payment after services have been performed and commodities received, accepted and
properly invoiced. Invoices must bear the purchase order number.
The invoice shall contain at a minimum the City's purchase order number, product and/or service description,
unit price, quantity, location of work, name of City employee who authorized work.
Invoices shall be submitted to City of West Palm Beach, Accounts Payable, PO Box 3366, West Palm Beach,
FL 33402.
31. FLORIDA PROMPT PAYMENT ACT
1. Proper Invoice
For purposes of billing submission and payment procedures, a "proper invoice" by a firm, vendor or
other invoicing party shall consist of at least all of the following:
a. a description (including quantity) of the goods and/or services provided to the City (or a party
on behalf of the City) reasonably sufficient to identify it (or them);
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b. the amount due, applicable discount(s), and the terms thereof;
c. the full name of the vendor, firm or other party who is supplying the goods and/or services
including a mailing address in case of a dispute and a mailing address for payment purposes (if they
are different) and a telephone number;
d. the Purchase Order or Contract number as supplied by the City; and
e. an identification by Bureau, Office or Department of the party(ies) to whom the goods were
delivered or services provided.
All invoices, in order to be classified as a proper invoice, shall be delivered to Accounts Payable,
Finance Department, City of West Palm Beach, 401 Clematis Street, P.O. Box 3366, West Palm
Beach, Florida, 33402.
Finally, in addition to all of the above, in order to be considered a proper invoice, it must be based
on a proper delivery, installation, or provision of the goods and/or services to and acceptance by the
City (or party on behalf of the City); the vendor, firm or other party who is supplying the goods
and/or services has otherwise complied with all of the contract's terms and conditions and is not in
default of any of them; and if the contract requires any subcontractors or other parties to be bound
by similar other "flow -down" requirements that those requirements have been complied with.
2. Dispute Resolution
In the event a dispute occurs between a firm, vendor or other invoicing party ("invoicing party") and
the City concerning payment of an invoice, the City Department and the invoicing party shall meet
to consider the disputed issues. The invoicing party'shall provide to the City such material and
information as the City may reasonably require. Any such procedure shall be initiated by either
party notifying the other in writing of a dispute and stating with specificity its nature.
Any decision by the Procurement Official shall constitute the final decision of the City regarding
these matters and shall be communicated in writing to the invoicing party within three business days
after such decision. If no decision is rendered within the time period as set out above, then a
decision against the invoicing party shall be deemed to have been issued.
32. BANKRUPTCY/INSOLVENCY
At the time of submittal of quotation, respondent shall not be in the process of or engaged in any type of
proceedings in insolvency or bankruptcy, either voluntary or involuntary or receivership proceedings.
33. INDEMNIFICATION
Respondent agrees to protect, defend reimburse, indemnify and hold the City, its agents, employees and elected
officers and each of them free and harmless at all times from and against any and all claims, liability, expenses,
losses, suits, costs, fines and damages (including attorney fees) and causes of action of every kind and character
against or from the City by reason of any damage to property or the environment, or bodily injury (including
death) incurred or sustained by any party hereto, or of any party acquiring any interest hereunder, and any third
or other party whomsoever, or any governmental agency, arising out of or incident to or in connection with
Firm's performance under this Agreement, Respondent's acts, omissions or operations hereunder, or the
performance, non-performance or purported performances of the Firm an any breach of the terms of this
Agreement; provided however, the Respondent shall not be responsible to the City for damages resulting out of
bodily injury or damages to property which Respondent can establish as being attributable to the sole negligence
of the City, its respective agents, servants, employees or officers.
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This indemnification shall include, but not be limited to, suits, actions, or claims brought because of any injuries
or damage sustained by any person or property on account, of the Respondent's operations in connection with
the Contract; or on account of or in consequence of any neglect in constructing the work; or because of any act
or omission by the Respondent; or because of any claims or amounts recovered for any infringement of patent,
trademark or copyright; or from any claims or amounts arising or recovered under the firm under this contract;
as is considered necessary by the City, may be retained for the use of the City, or in case no money is due, his
surety shall be held until such suits, actions, or claims for injuries or damages, as aforesaid, shall have been
steeled and suitable evidence to the effect furnished to the City.
34. INDEPENDENT FIRM RELATIONSHIP
The successful respondent(s) is and shall be, in the performance of all work, services and activities under the
contract, and independent firm and not an employee, agent or servant of the City. All persons engaged in any of
the work or services performed pursuant to the contract shall at all times, and in all places, be subject to the
respondent's sole direction, supervision and control.
35. PROCUREMENT OFFICIAL AS REFEREE
The Procurement Official is hereby designated as the direct representative of the City and shall settle all disputes
or questions of doubt that may arise as to the meaning of any clause in these specifications, or methods of
prosecution of the contract, and the decision shall be final and conclusive.
36. CITY AS GATEKEEPER OF DOCUMENTS
This document is issued directly by the City and the City shall be the sole distributor of all addendums and/or
changes to these documents. It is the responsibility of the respondent to confirm the legitimacy of procurement
opportunities or notices directly with the Procurement Division. The City is not responsible for any solicitations
advertised by subscribers, publications, or other sources not connected with the City and the respondent should
not rely on such sources for information regarding any solicitation made by the City.
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REPRESENTATIONS AND DISCLOSURES
STATE OF }
} SS:
COUNTY OF }
Form A
I am an officer of the Proposer firm, named below, submitting its qualifications under an RFQ and am
authorized_to make the following Representations and Disclosures on behalf of the Proposer. I certify or
affirm that to the best of my knowledge and belief, the following statements are true:
1. Proposer agrees that its proposal may become part of any contract entered into between the City and
the Proposer.
2. There are no actual, apparent or potential conflicts of interest with Proposer or any sub -consultants
or subfirms that are present or could develop with respect to the scope of services for the project/study
and any parties to this solicitation or any third parties.
3. The following Officer, director or agent of Proposer is also an employee of the City of West
Palm Beach: (if none, write "None").
4. • The following employees of the City of West Palm Beach own, directly or indirectly, an interest
of 10% or more in Proposer firm or any of its affiliates or subsidiaries:
(if none, write `done").
5. Submittal of Proposer's Proposal is made without connection with any persons, company or party
making another submittal, and that it is in all respects fair and in good faith without collusion or fraud.
6. Proposer has not filed for bankruptcy in the past five (5) years.
7. Neither Proposer nor any of Proposer's principals have been convicted of or indicted for a felony or
fraud.
8. Proposer and any parent corporations, affiliates, subsidiaries, members, shareholders, partners,
officers, directors or executives thereof are not presently debarred, proposed for debarment or declared
ineligible to quotation or participate in any federal, state or local government agency projects and are not
listed on the Florida convicted vendor list.
9. Proposer warrants that it has not employed or retained any company or person, other than a bona
fide employee working solely for Proposer, to solicit or secure an award under this RFQ and that it has
not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for Proposer, any fee, commission, percentage, gift, or any other consideration
contingent upon or resulting from an award.
10. I hereby depose and say that no portion of the sum to be paid in connection with the services
under this RFQ will be paid to any employee of the City of West Palm Beach as a commission, kickback,
reward or gift, directly or indirectly by me or any member of Proposer firm or by an officer of the
corporation.
11. Proposer certifies the compensation and hourly rates and other expenses or costs to be
compensated as proposed are accurate, complete and current and the time of contracting and no higher
than those charged to the Proposer's other customers for the same or substantially similar service in the
Southeast Region of the United States during the preceding twelve (12) month period.
RFQ 12-13-302
Insurance Broker Services Page 12 of24
12. Proposer certifies to the best of its knowledge and belief that no funds or other resources
received in connection with an award of a contract from this RFQ will be used directly or indirectly to
influence legislation or any other official action by the Florida Legislature or any state agency.
I certify or affirm that to the best of my knowledge and belief, the above statements are true.
Proposer Firm:
Officer's Name:
Title:
Signature:
AFFIRMED AND SIGNED before me this day of , 2012
by (name) as (title) of
(Proposer firm), and who is personally known to me or
produced
as identification.
Notary Public
Notary Stamp: Print Name:
My commission expires:
In the event Proposer cannot execute this form as drafted, Proposer may substitute a similar Representations and
Disclosure cert5ing to the facts applicable to the Proposer.
RFQ 12-13-302
Insurance Broker Services Page 13 of 24
AFFIDAVIT OF NON -COLLUSION AND PUBLIC ENTITY CRIME
State of }
County of }
(Name)
Form B
, being first duly sworn, disposes and says that:
1. I am the of the
(Title) (Name of Company)
Consultant firm that has submitted a proposal in response to the above -referenced RFQ;
2. Such proposal is genuine and is not collusive or sham;
3. Neither the Consultant nor any of its officers, partners, owners, agents, representatives, employees or
parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly
or indirectly with any other respondent, firm or person to submit a collusive or sham proposal in
connection with the contract for which the referenced RFQ has been submitted or to refrain from
proposing in connection with such Contract or has in any manner, directly or indirectly, sought by
agreement or collusion or communication or conference with any other proposer, consultant, firm or
person to fix the price or prices in the our proposal or of any other proposal, or to secure through any
collusion, conspiracy, connivance or unlawful agreement any advantage against the City of West Palm
Beach or any person interested in the proposed Contract; and
4. The following Officer, director or agent of Respondent is also an employee of the City of West Palm
Beach: (if none, write "None").
5. The following employees of the City of West Palm Beach own, directly or indirectly, an interest of
10% or more in Respondent firm or any of its affiliates or subsidiaries:
(if none, write "None").
6. Neither the Consultant nor any officer, director, partner, shareholder, employee, member or agent,
who is active in the management of Consultant firm, or any affiliate or subsidiary of the firm has
been convicted of a public entity crime or action regarding antitrust, fraud, theft, bribery, collusion,
racketeering, conspiracy or material misrepresentation with respect to any quotation or contract for
goods or services to be provided to any public entity, or has been listed on the state Convicted
Vendor List, within thirty-six months prior to the date of Consultant's proposal.
(Signed)
(Print Name)
(Title)
RFQ 12-13-302 Insurance Broker Services Page 14 of 24
The foregoing Affidavit of Non -Collusion and Public Entity Crime was acknowledged before me this
(Date)
by:
who is personally known to me or
who has produced as identification
and who did /(did not) take an oath.
Notary Public (print & sign name)
Commission No.
RFQ 12-13-302 Insurance Broker Services Page 15 of 24
LIST of REFERENCES
(1)
Name of Company:
Address:
Contact:
Phone:
Project Name:
Email:
Fax:
Award Amount: $
(2) Name of Company:
Address:
Contact: Email:
Phone: Fax:
Project Name: Award Amount: $
(3)
Name of Company:
Address:
Contact:
Phone:
Email:
Fax:
Project Name: Award Amount: $
(4) Name of Company:
Address:
Contact: Email
Phone: Fax:
Project Name: Award Amount: $
Form C
RFQ 12-13-302
Insurance Broker Services
Page 16 of24
RFQ 12-13-302 INSURANCE BROKER SERVICES
FOR PROPERTY AND CASUALTY
FEE SCHEDULE
Broker Fees
Form D
Options .
��� x��_�
Se'Mee � "" �p � -.� ��
� Price
�'
�_`
O • tion 1
All Inclusive Annual Brokerage Fee
(Covers all services in Scope of Services - Items 1
through 26)
$
O . tion 2
Broker Designed Program
(Explain in detail — Use additional pages if necessary
and explain cost savings measures and amounts)
Hourly Rates for Additional Services
a. Hourly Rates $
$
Additional
Services
b. Per Day $
RFQ 12-13-302
Insurance Broker Services
Page 17 of 24
Authorized Person:
Firm's Name:
Contact Person:
Address:
Phone:
Sign
Printed Name Date
Fax:
Please attach a Form W9 in this section.
RFQ 12-13-302 Insurance Broker Services Page 18 of 24
Form E
REGISTRATION FORM
RFQ 12-13-302
Submitters may complete and return this form to the Procurement Division prior 5:00 P.M. EST on
November 16, 2012 in order to receive any addenda(s) issued for this RFP.
It is the responsibility of the Contractor/Developer to ensure its receipt of all addenda.
Name of Company:
Contact Person: Title:
Street:
City: State: Zip:
Telephone: Fax:
E-Mail Address:
Preferred Method of Receipt:
❑ Fax 0 E-Mail
RFQ 12-13-302
Insurance Broker Services Page 19 of 24
BROKER OF RECORD FOR
PROPERTY CASUALTY INSURANCE PROGRAM
BACKGROUND INFORMATION
The City of West Palm Beach incorporated on November 5, 1894, and is the twentieth largest City in
the State of Florida. The City of West Palm Beach has a strong mayor form of government, with five
(5) commission members that are elected at large. Broker must seek any additional information
required for the bid.
The City presently owns approximately $450,000,000 in property (not fully insured).
a) , The City's current Moody's Bond Rating is AA. Outstanding bonds are $439,444,000.
b) The City's 1,460 employees serve a population of 100,801 people.
c) The 2012/2013 Fiscal Year Budget is $577,870,000. The City operates on an October 1
through September 30, fiscal year.
d) Property insurance renews in March for all property, except for City Hall, that renews in May.
RFQ 12-13-302 Insurance Broker Services Page 20 of 24
City's Four (4) Property Programs
City of West Palm Beach Master Property Insurance Program
All Property exceptECR, Water and City Center
$169,030,712
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$$V3.6a0
$703.033
S STLASVITS
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City of West Palm Beach Water Systems Property Insurance Programs
•100% of Coverage provided by Ace American Insurance Co.
•Insurable Property Values
•Insurance Limits
- Except
—Quake Sublimit
— Flood outside flood zones A&V
— Flood in flood zones A&V
-Deductibles
—All Other Perils
—r' amed Windstorm
— Flood
•Annual Premium
$62,744,197
$62,744,197
55,000,000
55,1300,000
S503,000
S100,000
5 ofvalue ofdamaged
property, s500,0N min.
5% of value of damaged
property 500,OOP min, (excess
of the VIP limits)
$149,065
RFQ 12-13-302 Insurance Broker Services Page 21 of 24
City's Four (4) Property Programs (continued)
City of West Palm Beach City Center Property Insurance Program
4Asurards Propertp Values
irseura@Ce units
-named Vwmastorm Linet
•DectuctINefs
-All Othia Perfls
-Kamen ➢ windstorm
•Anmttal Premium
SUMAC
5% OT vffili3 OT 'dg3n
ProPet
S746S25
ECR Property Insurance Programs
•100% of Coverage provided by Ace American insurance Co,
•Insurable PropertyValues
Insurance Limits
- Except
—Quake Sublimit
— Flood outside flood zones MN
—Flood in flood zonesA&V
*Deductibles
—All Other Perils
- Named Windstorm
- Flood
$196,770,961
$20,000,000
55,000,000
$5,600,000
$500,000
$25D,4 GO
5%ofvalue ofdamaged
property, $50a,0°a0 min.
5% of value of damaged
property,500;000 min, (excess
ofthe NFIP limits)
•Annual Premium $308,340
*Engineering study in 2011 to reduce rates
RFQ 12-13-302
Insurance Broker Services
Page 22 of 24
City's Casualty Programs
City of West Palm Beach Casualty Insurance Program
Excess Liability Insurance
• Coverage provide by Illinois Union Insurance Company
Coverages provided:
General Liability, Automobile Liability,
Police Professionals, Public Officia E&O,
Employment Practices Liability
• Coverage Limits S4,466,460 annual aggregate
• Self insured Retention S350,400 per occurrence
• Annual Premium $216,540
Excess Workers Compensation
• Coverage provided by Midwest Employers Casualty Company
• Coverage Provided: Workers Compensation & Employers Liability
• Coverage Limits WIC - Statutory E/L 51,400,000 per
occurrence
• Self Insured Retention: 5544,466
• Annual Premium $283,335
RFQ 12-13-302 Insurance Broker Services Page 23 of 24
City's Miscellaneous Programs
City of West Palm Beach Miscellaneous Insurance Coverage
• Storage Tank Pollution Liability
- Insurer Commerce & Industry Insurance Company
- Limit $1,000,000 per occurrence / $2,000,000 aggregate
- Deductible $25,000 each incident
- Annual Premium $10,698
Fine Arts Coverage
- Insurer Lloyd's of London
- Scheduled. pieces: Value of pieces
- Limit any one loss $659,200
- Deductible 52,500 each and every loss increasing to 510,000 in
respect of named windstorm and flood
- Annual Premium 51,167.99
City of West Palm Beach Miscellaneous Insurance Coverage
• T.U.L.I.P.
- Tenant User Liability Insurance Program
- Insurer Employers Fire Insurance Company
- Limit 51,000,000
- Deductible 50
- Annual Premium Premiums borne by tenant users when they rent or lease
City premises
• Fiduciary Liability Coverage
- Covered Plan -. WPB Restated Employees Defined Benefit System
- Insurer Illinois National Insurance Company
- Insured Plan Assets $24,861,112
- Limit 53,000,000
* HIPPA Sublimit 525,000
- Self Insured retention 35,000
- Annual Premium 511,844
RFQ 12-13-302 Insurance Broker Services Page 24 of 24