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AGREEMENT TO PROVIDE INSURANCE BROKERAGE SERVICES Agreement City of Clearwater and Arthur J. Gallagher & Co. (Florida) THIS AGREEMENT is made and entered into and effective this 1 st day of April, 2007, by and between the CITY OF CLEARWATER, a Municipal Corporation ("City") and ARTHUR J. GALLAGHER & CO. (FLORIDA), a Florida Corporation ("Gallagher") This Agreement will remain in effect until terminated by either party upon thirty (30) days' prior written notice. Gallagher will provide insurance brokerage services to City and will use its best efforts to secure Property insurance on City's behalf, said insurance may be in the form of an inland marine policy, special utilities policy, auto physical damage policy, or any other policy that would best suit the city's need to protect against first party losses. In the event an insurance company cancels or refuses to place the listed insurance, Gallagher will use its best efforts to obtain the coverage from another insurance company. Gallagher will also provide safety and loss prevention consulting services, and PML modeling services at no additional cost to City. Gallagher shall work on a commission basis, at an amount not to exceed $90,000. Commissions shall be included in the insurance company billings. This level of remuneration is guaranteed for three years, with two one-year options of a 4 percent inflationary adjustment. In addition to such fees and 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 City, except that Risk Placement Services, a wholly owned subsidiary of Arthur J. Gallagher, will agree to a rate of 5 percent subject to a maximum of $90,000. Any such fees or commission will not constitute compensation to Gallagher under Section IILA. above. City 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 material breach of this Agreement that will allow Gallagher to immediately terminate this Agreement, at its option, without notice to City. Gallagher agrees to indemnify and hold City harmless from any loss, cost, damage, or expense (including reasonable attorney's fees) arising from the negligent acts or omissions of Gallagher. Gallagher agrees to provide proof of errors and omissions coverage prior to the term of this agreement and agrees to maintain coverage during the course of the agreement. A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above. CITY OF CLEARWATER, FLORIDA By:4l~~4 William B. Home II, City Manager Approved as to form: ya~L42YLCL Assistant City Attorney Attest: By: Lk- Sf. Af'e.a.. \[\e.~ Pk.'>~dt'n~ (Title)