Compensation Agreement with Arthur J. Gallagher Risk Management Services, Inc. THIS COMPENSATION AGREEMENT is made and entered into and effective the 26th day of
May, 2014 ("Effective Date") by and between CITY OF MIAMI 'BEACH, a Florida municipal
corporation ("Client"), and ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, INC.,
an Illinois corporation ("Gallagher").
I. TERM AND TERMINATION
This Agreement shall commence on the Effective Date for a term of three (3) years. At
the City Manager's sole option and discretion, and upon thirty days (30) days written
notice to..Gallagher prior to the expiration of the -initial term,.the client may renew this
Agreement for up to (2) additional one (1) year terms. Not withstanding the preceding,
this Agreement may be terminated by either party, without cause and for convenience, at
any time during the term, upon thirty (30) days prior written notice.
II. OBLIGATIONS OF GALLAGHER
Gallagher will provide the services set out on Exhibit A attached hereto (collectively, the
"Services") to Client. If the Services include the placement of insurance coverages,
Gallagher will use its commercial best efforts to secure such insurance coverages on
Client's behalf. In the event an insurance company cancels or refuses to place such
insurance coverages, Gallagher will use its commercial best efforts to obtain the
coverage from another insurance company.
III. OBLIGATIONS OF CLIENT
Gallagher will receive commissions as compensation for its Services. Gallagher will be
compensated by the insurance carriers for insurance coverage that Gallagher has
placed on Client's behalf. Gallagher will provide a complete compensation disclosure
with all. insurance placements. Prior to receiving any compensation for a specific
coverage and/or policy such insurance coverage and/or policy shall be approved by
Client's City Manager or City Commission as the case may be.
IV. DISCLOSURES
A. In addition to such commissions provided herein, Gallagher may also receive
investment income on fiduciary funds temporarily held by it, such as premiums or
return premiums. Other parties, such as excess and surplus lines brokers,
wholesalers, reinsurance intermediaries, underwriting managers, captive
managers and similar parties, some of which may be owned in whole or in part
by Gallagher's corporate parent, may earn and retain usual and customary
commissions and fees in the course of providing insurance products to clients.
Any such fees or commission will not constitute compensation to Gallagher under
Section III. above.
B. Client is responsible for payment of premiums for all insurance placed by
Gallagher on its behalf. If any amount is not paid in full when due, including
premium payments to insurance companies, that nonpayment will constitute a
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material breach of this Agreement that will allow Gallagher to immediately
terminate this Agreement, at its option, without notice to Client. In addition, and
not in lieu of the right to terminate, Gallagher reserves the right to apply return
premiums or any other payment up to $5,000 received by Gallagher on Client's
behalf to any amounts owed by Client to Gallagher unless such return premiums
or other payments are disputed by Client.
C. Where applicable, insurance coverage placements which Gallagher makes on
Client's ,behalf, may require the payment of federal excise taxes, surplus lines
taxes, stamping or other fees, to the Internal Revenue Service (federal), various
state(s) departments of revenue, state regulators, boards or associations. In
such cases, Client is responsible for the payment of such taxes and/or fees,
which will -be identified separately by Gallagher on invoices covering these
placements. Under no circumstances will these taxes or other related fees or
charges be offset against the amount of Gallagher's commissions referred to
herein.
D.' Gallagher will not be operating in a fiduciary capacity, but only as Client's broker,
obtaining a variety of coverage terms and conditions to protect the risks of
Client's enterprise. Gallagher will seek to bind those coverages based upon
Client's authorization, however, Gallagher can make no warranties in respect to
policy limits or coverage considerations of the carrier. Actual coverage is
determined by policy language, so read all policies carefully. Contact Gallagher
with questions on these or any other issues of concern.
V. INDEMNIFICATION
A. Gallagher agrees to indemnify and hold Client harmless from any loss, cost,
damage, or expense (including reasonable attorney's fees) arising from the
negligent acts or omissions of Gallagher.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the
date first written above.
ARTHUR J. G LAGHER RI CITY OF MIAMI BE
MANAGEMEN E IC, , I C.
By: By:
OL Name: fif �.(�� ®�J� Name: ,� IFri, -Pv,�1e
Title: /`�/�' �/L/�/� Title: M a or
APPROVED AS TO
ATTEST: FORM &LANGUAGE
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INCORP ORATED: &FOR EXECUTION
RafaO E.dad®o City C1or .,',\ ' roc
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City A rney Date
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EXHIBIT A
SERVICES
I. SCOPE OF SERVICES
Gallagher agrees to assist the Client with the following Risk Management
Services, as well as others that may become necessary during the contract
period:
1. Provide assistance to the Client's Risk Management Department in
determining the Client's commercial insurance needs.
2. Prepare reports informing the Client's Risk Management Department
regarding insurance market conditions that may affect the Client's policies
and risk exposure prior to policy renewal.
3. Prepare bid specifications and underwriting data (subject to the approval
of the Client's Risk Management Department) to submit to acceptable
insurance markets for the purpose of obtaining quotations for insurance
coverage.
4. Upon direction from the Client, approach all acceptable insurance
companies on behalf of the Client, and obtain written, competitive quotes
for insurance coverage. A complete list of the companies contacted, along
with their response, shall be submitted.
5. Present to the Client all insurance coverage proposals obtained. This
report must contain a comprehensive analysis by the broker of the
proposals obtained with recommendations for the selection of one
proposal for the particular risk to be covered.
6. Negotiate, on behalf of, and with direction from, the Client with all
insurance carriers to obtain the best prices, terms and conditions
available.
7. Review all insurance policies and invoices received for policies purchased
by the Client to assure their accuracy and appropriateness.
8. Review and evaluate existing Client policies to provide recommendations
for possible improvement of price, terms, and conditions.
9. Service existing policies as necessary. This includes, but is not limited to,
issuing certificates of insurance to provide evidence of coverage, promptly
making policy changes, and obtaining endorsements.
10. Report any claims to the insurance carrier and monitor the handling and
disposition of the claim to assure the Client's policy rights are protected.
11. Provide an annual report summarizing all insurance coverage in place,
anticipated market conditions, recommendations and strategies.
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12. Provide appraisals for all Client buildings identified by Clients' statement of
values. The first 1/3 of the buildings that are identified by the Client will be
appraised the first year, the second 1/3 of the buildings that are identified
by the Client will be appraised the second year and the third 1/3 of the
buildings that are identified by the Client will be appraised in the third year.
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