25-84131500-ITN DFS BOR Attachment H Draft Contract.pdf

Contract No. 84131500-25-1 DFS Broker of Record Page 1 of 8

Attachment H – Draft Contract

Contract No. 84131500-25-1

For DFS Broker of Record/Reinsurance Broker for Property Insurance, Casualty Insurance, and Risk Management Consulting Services

This Contract is between the State of Florida, acting by and through the Department of Management Services (Department), for the benefit of the Department of Financial Services, Division of Risk Management (Insured), and Insert Contractor Name (Broker) with its principal place of business located at <insert address>, collectively referred to herein as the “Parties.”

WHEREAS the Insured desires a broker of record / reinsurance broker for property insurance, casualty insurance, and provide claims management and risk management consulting services;

and

WHEREAS the Department acting for the benefit of the Insured solicited competitive replies to its Invitation to Negotiate No. 25-84131500-ITN from prospective Broker of Records; and

WHEREAS the Department and the Insured negotiated with the Broker of Record; and

WHEREAS the Department awarded this Contract to the Broker of Record, a responsible and responsive vendor that will provide the best value to the state.

NOW THEREFORE the Department acting for the benefit of Insured, the Broker of Record and the Insured, agree to the following:

I. Initial Contract Term.

The Initial Contract Term shall be for five (5) years. The Initial Contract Term shall begin on October 1, 2025, or on the date signed by all Parties, whichever is later and shall expire on September 30, 2030, unless terminated earlier in accordance with the Attachment F, PUR 1000, General Contract Conditions.

II. Renewal Term.

Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for a period that may not exceed five (5) years. Renewals are contingent upon allocation of funding.

III. Order of Precedence.

As used in this document, “Contract” (whether or not capitalized) shall, unless the context requires otherwise, include this document and all incorporated Exhibits, which set forth the entire understanding of the Parties and supersedes all prior agreements. All modifications to this Contract must be in writing and signed by all Parties.

All Exhibits listed below are incorporated in their entirety into, and form part of, this Contract. The Contract document and Exhibits shall have priority in the following order:

a) This Contract document

b) Exhibit A, Scope of Work (as negotiated)

c) Exhibit B, Additional Terms and Conditions to the Contract

DFS Broker of Record Page 2 of 8

d) Exhibit C, PUR 1000, General Contract Conditions

e) Exhibit D, Scope of Work (as negotiated)

f) Exhibit E, Broker’s Technical Response

g) Exhibit F, PUR 7801 Vendor Certification Form

h) Exhibit G, Broker’s ITN Response (excluding Technical and Fee Schedule/Cost Proposal)

IV. Contract Management.

Contract Manager: Department’s Liaison:

(Insert name) (Insert name)

Division of Risk Management Division of State Purchasing

Department of Financial Services Department of Management Services

1801 Hermitage Blvd. 4050 Esplanade Way, Suite 360

Tallahassee, Florida 32308 Tallahassee, Florida 32399-0950

Telephone: (850) XXX-XXXX Telephone: (850) XXX-XXXX

Email: (insert name)@myfloridacfo.com Email: (insert name)@dms.fl.gov

Broker of Record Primary Liaison: Broker of Record Secondary Liaison:

(Insert name) (Insert name)

(Insert title) (Insert title)

(Insert Contractor Name) (Insert Contractor Name)

(Insert Contractor Address) (Insert Contractor Address)

(Insert Contractor City, State, Zip Code) (Insert Contractor City, State, Zip Code)

Telephone: (XXX) XXX-XXXX Telephone: (XXX) XXX-XXXX

Email: (insert email address) Email: (insert email address)

V. Broker Fee, Taxes and Travel

1. Broker Fee

The Broker shall be paid $ xxx.xxx.xx annual Broker Fee for the placement of property program insurance policies. The annual Broker Fee for the property insurance placement shall include fifty (50) general risk control consulting hours to be provided to State

Agencies and Eligible Users per contract year, for each of the five (5) years of the initial

Insurance Contract and for each year renewed thereafter

The Broker shall not require or accept any other compensation for placements made under this Contract other than the Broker Fee.

2. Other Compensation Any other compensation received by the Broker of Record from any other source in conjunction with the brokerage services provided under this Contract shall be fully disclosed in writing to the Department and the Insured by the Broker of Record.

The purpose of this section is to ensure that any undisclosed side agreements, revenue sharing agreements, contingent commissions or incentive will not be passed onto the Department and the Insured in the form of hidden and potentially increased costs.

If the Broker of Record receives any such commission payments from an Insurer, the Broker of Record agrees to refund that fee in the amount of such commission payment, credit the commission against the Broker Fee or take such other action, if any, as shall in all cases, comply with applicable law.

mailto:Jeffery.dykes@dms.fl.gov mailto:Jeffery.dykes@dms.fl.gov mailto:name@dms.fl.gov mailto:Jeffery.dykes@dms.fl.gov mailto:Jeffery.dykes@dms.fl.gov

DFS Broker of Record Page 3 of 8

3. Taxes If taxes or assessments are billed for the procurement and placement of insurance pursuant to state or federal law, the Insured shall pay the taxes or assessments. The Broker of Record shall identify such taxes and assessments on its invoices to the Insured.

4. Travel The Department, Division or the Insured parties will not compensate the Broker of Record, or any agent, person or entity employed by or under contract with the Broker of Record for travel expenses.

VI. Payments

All payments shall be made by the Division and be made in accordance with sections 215.422 and 287.0585, F.S. The Broker of Record shall submit invoices for fees, compensation for services, or expenses as provided herein, in sufficient detail to allow for pre/post audits.

VII. Invoices

All invoices shall be submitted to the Division’s Contract Manager with rates described herein, and as specified in this Section depending on the type of services invoiced.

1. Invoices All invoices shall include the following information at a minimum:

• Address to: State of Florida, Division of Risk Management, c/o State Purchasing, 4050 Esplanade Way, Suite 360, Tallahassee, FL 32399-0950

• Company Name submitting the invoice

• Invoice Number

• Invoice Date

• Contract Number

• A description of the service(s) being invoiced

• Dates of Service

• Amount Due

• Due Date

• Remittance Address

2. Broker Fee - Excess Property or Reinsurance The annual Broker Fee shall be invoiced quarterly in arrears in the amount of

$xxx,xxx.xx. each quarter. The quarterly invoice shall be submitted no later than thirty days after the end of the quarter it is billing for. The quarterly Broker Fee invoice shall include the following:

• This Contract Number

• Policy Number to be used: BORFEEXXXX

With xxx being the calendar year for the Contract annual anniversary date. (i.e.

2025, 2026, 2027, etc.

• Broker of Record Fee Installment x of 4

With x being the 1st, 2nd, 3rd or 4th of 4. for the Contract annual anniversary date.

3. Annual Property Insurance or Reinsurance Policy Premiums A single consolidated invoice shall be submitted for the excess property insurance or reinsurance policy placement(s) that includes each of the policies billed for the

DFS Broker of Record Page 4 of 8 coverage period and shall be submitted within ten (10) calendar days of coverage being bound.

Invoices for the annual property excess insurance or reinsurance policy premiums shall be invoiced at the beginning of each annual policy inception date. In addition to the invoice information required in section VIII. 1. above, the Annual Property Excess Insurance or Reinsurance Policy Premiums invoice shall include the following:

• Insurer’s Name and Policy Number.

• Amount(s) Due.

• Policy Period.

• Description of coverage provided, to include the layer of coverage and amount of coverage provided within the layer of coverage.

• Description and amount of any taxes, assessments or fees invoiced.

All Property Insurance policies shall be invoiced net of commission. NO COMMISSION

MAY BE RECEIVED BY THE BROKER, SUBSIDIRARIES, OR ANY OTHER

ENTITIES FOR PLACEMENT OF PROPERTY AND CASUALTY INSURANCE.

Commission means any funds paid by any insurance company to any of the Contractor’s companies for the placement of coverage.

4. Casualty Lines of Coverage Policy Premiums Invoices for each annual casualty line of coverage policy premium shall be invoiced within ten (10) calendar days of coverage being bound. Additional invoices are processed at the beginning of each annual policy inception date, upon finalization of an annual audit, or with each policy change endorsement. In addition to the invoice information required in section VIII. 1. above, the annual Casualty Line of Coverage Premium(s) invoice shall include the following:

• Insurer’s Name and Policy Number.

• Amount(s) Due.

• Policy Period.

• Description of coverage provided.

• Description and amount of any taxes, assessments or fees invoiced.

All Casualty Insurance policies shall be invoiced net of commission. NO

COMMISSION MAY BE RECEIVED BY THE BROKER, SUBSIDIRARIES, OR ANY

OTHER ENTITIES FOR PLACEMENT OF PROPERTY AND CASUALTY

INSURANCE. Commission means any funds paid by any insurance company to any of the Contractor’s companies for the placement of coverage.

5. Broker Fee – Casualty Lines The broker fee of $xx,xxx.xx for casualty insurance placements shall be invoiced annually within 30 calendar days after placement. In addition to the invoice information required in section VII. 1. above, the Broker Fee for casualty line placement(s) shall be invoiced within 30 days after policy onset.

6. Additional Consulting Services

Consulting services in excess of the annual 50 general risk control consulting and training hours, shall be invoiced by the contractor monthly in arrears directly to the Division, State Agency, or Eligible User receiving the consulting services, for additional

DFS Broker of Record Page 5 of 8 consulting approved by the Division. The invoice will detail the information required per section VII. 1. above, and be invoiced in fifteen (15) minute increments.

VIII. Reasonable Efforts to Fulfil brokerage services The Broker of Record shall use commercially reasonable efforts to provide all brokerage services, procure an indication/quote from interested Insurers at least four months prior to policy inception, unless waived upon express written authorization by the Insured, and ensure that adequate coverage is bound by the policy inception date. The Broker of Record shall be authorized under this Contract to represent and assist the Insured in all discussions and transactions with all Insurers, provided that the Broker of Record shall place any insurance on the lnsured's behalf only upon express prior written authorization from the Insured. A failure by the Broker of Record to timely place insurance on behalf of the Insured to ensure there is no lapse in coverage is a material breach of the Contract, and grounds for termination of the Contract.

IX. Underwriting Information The Broker of Record shall assist the Insured with documentation, including data sets crucial for underwriting, and other steps to obtain commitments for and implementation of the lnsured's insurance program, upon the lnsured's instructions. The Insured shall be responsible for the accuracy and completeness of such information and documents furnished to the Broker of Record and Insurers and shall sign any application for insurance.

X. Insurer Solvency The Broker of Record shall monitor published financial information of the lnsured's current Insurers and alert the Insured when the status of one or more Insurers falls below the Broker of Record's minimum financial guidelines. The Broker of Record will not be responsible for the solvency or ability to pay claims of any Insurer. Insurers with whom the lnsured's risks are placed will be deemed acceptable to the Insured, in the absence of contrary written instructions from the Insured.

XI. Notification of Claim The Broker of Record shall immediately notify in writing all Insurers of the Insured upon receiving written notice from the Insured that a claim potentially affecting the Insurers has been reported. If the Insured instructs in writing the Broker of Record to provide no notice to any Insurer, the Broker of Record shall have no responsibility for any consequences arising out of the failure to give notice.

XII. Dispute Resolution This provision supersedes Section 8.a. of the PUR 1000, General Contract Conditions. Any dispute concerning performance of the Contract shall initially be submitted to the lnsured's Contract Manager, who shall reduce the decision to writing and serve a copy to the Broker of Record. Jurisdiction for any dispute arising under the terms of the Contract will be in the courts of the State of Florida, venue will be in the Second Judicial Circuit, in and for Leon County and Florida law will govern. Except as otherwise provided by law, the Parties agree to be responsible for their own attorneys' fees incurred in connection with disputes arising under the Contract.

XIII. Consequences for Non-Performance In accordance with paragraph 287.058.(1)(h), Florida Statutes, if the Broker of Record’s performance of the services described in Exhibit A, Scope of Work in any quarter do not meet the Contract’s requirements, the Department shall apply the financial consequences set forth in Exhibit A, Scope of Work, section 3.7. Financial consequences for non-performance shall not be considered penalties.

DFS Broker of Record Page 6 of 8

XIV. Default

1. Event of Default by Broker of Record.

Any non-performance by the Broker of Record, which is not cured within a specified period after receipt of written notice thereof by the State, may constitute a default. At the State’s exclusive discretion, the period afforded for cure may be extended so long as the Broker of Record institutes satisfactory performance and thereafter diligently and continuously pursues satisfactory performance.

2. Event of Default by the State The State’s failure to perform or delay in performing any of its responsibilities under this Contract will not constitute grounds for termination of the Contract by the Broker of Record except for the failure by the State to timely pay amounts due and owing after a reasonable time to cure.

XV. Indemnification This section supersedes Section 8.f., Indemnification of the PUR 1000, General Contract Conditions. The Broker of Record shall be liable for the actions of its agents, employees, partners, or subcontractors and shall indemnify, defend, and hold harmless the State of Florida, including the Department and the Insured, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, to the extent arising from or relating to personal bodily injury and damage to real or personal tangible property caused by negligent acts or omissions of the Broker of Record, its agents, employees, partners, or subcontractors. The Broker of Record shall not indemnify that portion of any loss or damages proximately caused by the negligent act or omission of the State of Florida, the Department, or the Insured.

The Department shall give the Broker of Record:

1. Written notice of any action or threatened action; and

2. The opportunity to take over and settle or defend any such action at Broker of

Record's sole expense.

XVI. Limitation of Liability For all claims against the Broker of Record under this Contract, and regardless of the basis on which the claim is made, the Broker of Record's limit of liability for direct damages shall not exceed the amount of the Broker Fee collected by the Broker of Record from the Insured under this Contract. The Department’s liability to Broker shall be limited to the value of one annual Broker Fee payment.

XVII. Cooperation with subsequent or other Brokers of Record.

If, during the Contract term, Department enters into a contract on behalf of the Insured, with subsequent or other Brokers for additional work related to the services described in Exhibit A, Scope of Work, the Broker of Record agrees to cooperate with such subsequent or other brokers.

Such requirement shall exist notwithstanding the reasons for the retention of the subsequent or other brokers including but not limited to termination or expiration of this Contract. The Broker of Record shall not commit any act that will interfere with the performance of work by any other broker or contractor.

XVIII. Obligation of Broker of Record for claims If a claim under this Contract occurs during the Contract term, the Broker of Record shall retain control and manage the claim under the terms of this Contract until resolution or conclusion of the claim and all duties and responsibilities attached thereto. The warranties of this section shall survive this Contract.

DFS Broker of Record Page 7 of 8

XVIX. Contract Management

1. Contract Reports The Broker of Record shall deliver reports to the Division during the contract term as detailed in Exhibit A, Scope of Work. During the course of the Contract, additional ad hoc reports may be requested by the Division be to provided. The Broker of Record agrees to provide these additional reports to the fullest extent possible.

2. Business Review Meetings The Division reserves the right to schedule business review meetings as frequently as necessary. The Division will provide the format for the agenda. The Broker of Record shall submit the completed agenda and proposed presentation to the Division for review and acceptance no fewer than two days prior to the meeting. The Broker of Record shall address the agenda items and any of the Division’s additional concerns at the meeting. Failure to comply with this section may result in the Broker of Record being found in default of the Contract.

XX. Insurance Requirements.

This paragraph supersedes Section 8.e., Insurance Requirements of the PUR 1000, General Contract Conditions.

1. Commercial General Liability.

The Broker of Record shall obtain and maintain Commercial General Liability insurance in the minimum amount of $5,000,000. This insurance will provide coverage for all claims that may arise from the operations completed under this Contract, whether such operations are by the Broker of Record, subcontractor, Broker of Record's agents, or other employees. Such insurance shall include a Hold Harmless Agreement in favor of the State of Florida, Department of Management Services and must include the State of Florida as an Additional Named Insured for the entire length of the Contract.

2. Errors and Omissions

The Broker of Record shall obtain and maintain Errors and Omissions insurance on an occurrence basis in the minimum combined limit of $20,000,000 per claim and aggregate for a negligent act, error or omission in the performance of the Broker of Record's professional service.

3. Workers’ Compensation The Broker of Record shall obtain and maintain workers' compensation and employer's liability insurance in accordance with Chapter 440, Florida Statutes, with minimum employers' liability limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policy shall cover all employees engaged in any Contract work.

If any class of employees engaged in hazardous work under this Contract at the site of the project is not protected under the Workers' Compensation statute, the Broker of Record shall provide, and cause each subcontractor to provide, adequate insurance, satisfactory to the Purchaser, for the protection of his employees not otherwise protected. All insurance policies shall be authorized through Insurers to write policies in Florida. If any services under the Contract are subcontracted, the Broker of Record shall require the subcontractor to provide Workers' Compensation Insurance for all of the subcontractor's employees.

4. Data Breach or Cyber Liability

DFS Broker of Record Page 8 of 8

The Broker of Record shall obtain and maintain insurance against data breaches or cyber liability, consisting of a combined limit of a minimum of $5,000,000 per claim.

5. Certificates of Insurance The Broker of Record shall provide Certificates of Insurance to the lnsured's Contract Manager as proof of the insurance described in this section of this Contract or proof of its ability to self-insure, including renewal or replacement evidence of insurance at least thirty (30) days prior to the expiration or termination of any insurance. Certificates of Insurance shall be in effect within ten (10) calendar days after the effective date of this Contract. The Certificate Holder's Name on the certificates shall be:

Department of Financial Services Division of Risk Management 1801 Hermitage Boulevard Suite# 200, Tallahassee, FL 32308

XXI. Advertising This section supersedes Section 10.d. of the PUR 1000, General Contract Conditions. The Broker of Record shall not publicly disseminate any information concerning the Contract without prior written approval from the Insured, including but not limited to mentioning the Contract in a press release or other promotional material, identifying the Department, the Insured, or the State of Florida as a reference, or otherwise linking the Broker of Record's name and either a description of the Contract or the name of the State of Florida, the Department, or the Insured in any material published, either in print or electronically, to any entity that is not a party to Contract, except in furtherance of this Contract.

XXII. Guarantee of Parent Corporation As the Broker of Record is a subsidiary of another corporation or other business entity, the Broker of Record asserts that its parent corporation will guarantee all the obligations of the Broker of Record for purposes of fulfilling the obligations of the Contract. If the Broker of Record is sold during the period the Contract is in effect, the Broker of Record agrees that it will be a requirement of sale that the new parent company guarantee all the obligations of the Broker of Record.

This Contract is executed by the undersigned officials as duly authorized. This Contract is not valid and binding on all Parties until signed and dated by both Parties.

Insert Contractor Name STATE OF FLORIDA, DEPARTMENT OF

MANAGEMENT SERVICES

[Name] Pedro Allende, Secretary

Date Date

Signing as Named Insured:

DFS Broker of Record Page 9 of 8

STATE OF FLORIDA,

DEPARTMENT OF FINANCIAL SERVICES

DIVISION OF RISK MANAGEMENT

[Name]

Date