Insurance Broker Services Request for Proposal

Transcription

1 Insurance Broker Services Request for Proposal Des Moines Airport Authority 5800 Fleur Drive Des Moines, IA All proposals are due on or before 11:00 A.M., CDT, April 20, 2018, and shall be valid for 120 days from the RFP due date. One original and two (2) copies of the proposal shall be submitted at: Des Moines Airport Authority Attn: Director of Finance 5800 Fleur Drive, Suite 207 Des Moines, IA Requests for clarification regarding this RFP must be made to the Director of Finance at no later than 3:00 P.M., CDT, April 6, Written answers to requests for clarification will be posted to the Authority website no later than 5:00 P.M., CDT, April 9, Electronic copy of this Request for Proposal is available on line at or by contacting the Director of Finance at 1

2 INSURANCE BROKER SERVICES REQUEST FOR PROPOSALS DES MOINES AIRPORT AUTHORITY PROPOSALS are being requested for an Insurance Brokerage Firm to assist with the marketing and placement of various lines of insurance for the Des Moines Airport Authority ( Authority ). These proposals will be opened by the Director of Finance at the above specified date and time and a recommendation from Authority staff will be presented to the Des Moines Airport Authority Board. 1. Inquiries must be received in written format by April 6, 2018, at 3:00 P.M. CDT. Inquiries must be addressed to the Authority s Director of Finance. 2. A written response to all inquiries in the form of an addendum to the RFP will be posted to the Authority s website by 5:00 P.M., CDT, April 9, In all cases, no verbal communications will override written communications and only written communications are binding. 4. The Authority reserves the right to schedule proposer interviews at its discretion in order to fully evaluate competing proposals. 2

3 1. INTRODUCTION REQUEST FOR PROPOSALS SUMMARY INSURANCE BROKER SERVICES DES MOINES AIRPORT AUTHORITY DES MOINES, IOWA 2018 The Des Moines Airport Authority ("Authority"), as owner and operator of the Des Moines International Airport ("Airport"), hereby requests written proposals from experienced and qualified insurance brokers desiring to provide insurance broker services that include, but are not limited to, insurance placement and servicing, risk exposure analysis, general advice and claims assistance for liability and property coverage. It is the intent of the Authority to contract for services with an Insurance Broker ( Proposer ) to assist staff in developing its insurance program and operation of commercial risk management programs for a period of three (3) years. The successful Proposer will be expected to provide a full range of services, including but not limited to, placing the Authority s insurance coverages, assisting staff with insurance related issues and providing detailed, written insurance coverage recommendations, to be approved by the Authority s Board of Directors. Insurance coverages to be placed on behalf of the Authority include, but are not limited to: a. Workers' Compensation b. Property, including earthquake, inland marine, boiler and machinery and terrorism c. Airport Liability d. Public Officials Liability, including employment practices and fiduciary liability e. Commercial Automobile f. Crime g. Other coverages, as requested by the Authority, at its sole discretion. The successful Proposer will be expected to maintain adequate staff and facilities, maintain and retain records, maintain all required licenses, keep current of the changes in insurance law, meet with staff and be fully prepared to address the Board s interests and needs in terms of products and services. The insurance broker services will be provided in accordance with the specific provisions of a service agreement, a sample copy of which is attached ("Sample Agreement"). 2. BACKGROUND The Airport is a commercial service airport serving all of Iowa with facilities to accommodate all phases of air transportation including scheduled air service, general 3

4 aviation, and air cargo operators. During calendar year 2017, the Airport accommodated approximately 2.5 million airline passengers, and 68,500 U. S. tons of air freight and mail. The Airport is situated on approximately 2,800 acres of land on the southwest side of Des Moines, Iowa. Major tenants of the Airport include six commercial passenger airlines, two major air cargo airlines, seven car rental brands, restaurant and gift shop concessions, three general aviation operators, U.S. Customs Office, FAA Air Traffic Control Tower, FAA Airways Facilities Office, and the Iowa Air National Guard Headquarters. The Authority is in the early stages of replacing its nearly 70-year-old terminal building. The size and complexity of this project, along with the day to day operations of a smallhub airport, will be the driving factor in the risk management services to be provided. The Authority was established in The Authority operates as a self-sustaining entity that receives no local funding and is managed by five board members appointed by the mayor of the City of Des Moines, Iowa. The Airport has two 9,000 foot runways, 13/31 and 05/23. The Des Moines International Airport is classified as a small-hub airport that is currently serviced by carriers on behalf of Delta, American, United, Allegiant Airlines, Frontier, and Southwest. As of June 2018, non-stop commercial service will include twenty-one destinations including: Atlanta Charlotte Chicago Dallas Denver Detroit Houston Las Vegas Los Angeles Minneapolis New York City Newark Orlando Philadelphia Phoenix Punta Gorda Salt Lake City San Francisco St. Louis Tampa/St. Petersburg Washington, DC 4

5 General aviation at the Des Moines International Airport is serviced by two Fixed Based Operators, Elliott Aviation and Signature Flight Support, who operate under lease agreements with the Authority utilizing Authority owned infrastructure and assets. Additional information not included in this RFP including aircraft operations and enplanement statistics may be found on the Authority s website at Financial information may be obtained by request. 3. PROPOSER MINIMUM QUALIFICATIONS The following minimum requirements have been established as a basis for determining the eligibility of the Proposer and the assigned Account Manager. A proposal will be considered non-responsive and will not be evaluated unless sufficient documentation is provided to determine whether the Proposer and the Account Manager meet the following requirements: Proposer: 1. The Proposer is authorized to do business in the State of Iowa; 2. The Proposer has acted as a broker for a similar size airport operation as the Authority s within the past three years; 3. The Proposer has placed property insurance for an airport with total insurable assets in excess of $50,000,000; and 4. The Proposer has placed liability insurance for a commercial service airport with at least 1,000,000 annual enplanements. Account Manager: 1. The Account Manager must have a current State of Iowa Insurance License. 2. The Account Manager has previous experience placing coverage for a commercial service airport. The Authority reserves the right to disqualify any Proposer who, during the past five years, has had an agreement or contract canceled, or threatened to be canceled by a public agency for cause including either failure to perform or illegal activity. 4. COMPLETING AND SIGNING PROPOSALS A. Each Proposer must complete and sign their proposal by an authorized official representing the company. The Proposer's full business address must be given. Proposals by partnerships must be signed with the partnership name by one of the general partners. Proposals by corporations must bear the proper corporate name, state of incorporation, and signature and designation of an officer authorized to bind it in the matter. 5

6 B. Each proposal must be tabbed, ordered, and submitted in the following format: TAB SUBJECT I. Executive Summary (including Proposer s qualifications, previous experience, and special corporate competencies that would contribute to or benefit the Authority). II. Account Management - Resumes of individuals assigned to work with the Authority and implement the Authority s risk management plan. III. Risk Management Plan and Scope of Services Description of process used to market insurance policies as needed, methods and markets the firm regularly accesses for coverage, and advisory services available to help control risk and meet the enclosed Scope of Services detailed in Section 6. IV. Fee Proposal V. References VI. Required Documents (i.e., Non-Collusion Affidavit and Proof of Insurance) C. By submission of the proposal, the Proposer agrees to the terms set forth in the Sample Agreement, as they may be modified to become the final Agreement between the parties as set forth in Section 5, General Provisions. Requests for changes to the Sample Agreement must be submitted for consideration with the firm s proposal. 5. GENERAL PROVISIONS A. If there is any conflict between the wording in this Summary and the Sample Agreement; the Sample Agreement will prevail. B. If there is any conflict between the wording in this Summary and the STANDARD PROVISIONS AND REQUIREMENTS FOR REQUESTS FOR PROPOSALS (RFPs), the STANDARD PROVISIONS AND REQUIREMENTS FOR REQUESTS FOR PROPOSALS (RFPs), will prevail. 6. SCOPE OF SERVICES 6.01 Services. The successful Broker must provide, at a minimum, the following insurance brokerage services for the insurance coverages the Broker is to provide and they must possess and keep in force all licenses and permits required to perform the services listed herein but which are not limited to the following: A. Design specifications for the insurance program and market the program for coverage when instructed to do so by the Authority, including assisting staff in the 6

7 completion of all applications, documents and gathering data which may be requested by insurance companies. B. Analyze proposals received from various insurance companies and other parties, negotiate changes for the benefit of the Authority and verify the reasonableness of the price for the coverage provided. Make recommendations to the Authority as to the most advantageous insurance program providing the highest level of coverage at the best possible price to meet the Authority s needs and objectives. C. Provide the Authority with a summary of various insurance program options, including but not limited to: limits, coverages, retention levels, terms, conditions, and payment options. D. Provide analysis and recommendations as to the most cost effective means for addressing the Authority s exposures. E. Represent the Authority in all negotiations with insurers, underwriters and other parties with regard to the insurance program. F. When instructed to do so by the Authority, administer the placement of coverage and provide original binders, policies and endorsements as required by the Authority. G. Provide extensive review of binders and policies including verification of conformity to specifications. Request any necessary endorsements / changes / revisions that may be required. H. Assure that insurance policies are placed with reputable and financially responsible insurers (based on insurance rating among other criteria), including keeping the Authority informed of any changes in rating of the insurers and making recommendations should ratings change during the policy term. I. Continually evaluate the insurance program and recommend coverage changes and improvements to provide the highest level of coverage at the least possible cost to the Authority. Oversee and coordinate all relevant services performed by insurance companies/underwriters or any service agencies. J. Perform administrative and clerical services relative to account management, including but not limited to, issuance of certificates of insurance, and verification of the accuracy of bills, audits and all premium adjustments. K. Submit all premiums/payments to carriers, and other parties. All payments/premiums will be made to the selected Broker. L. Assign an Account Manager to the Authority who will be responsible for communication with the staff and who, along with any other team members 7

8 assigned, must be available on a daily basis to the staff for advice and consultation on insurance program related issues and concerns. M. Review any related insurance company audits for accuracy. N. Review various insurance publications and provide the Authority with copies of articles applicable to aviation/airport insurance issues. O. Provide the Authority with aviation market trends on a regular basis. P. Inspect all properties and provide appraisal services to ensure properties are insured to proper values. Q. Coordinate (at a minimum) annual claims meetings with staff and a representative of the underwriters to analyze services. R. Work with staff to review contracts and agreements in order to ensure minimal liability and compliance with terms. S. Act as the Authority s agent with carriers and claimants to resolve claims. T. Review loss runs biannually, provide copies of the loss runs to the Authority staff and advise of any anticipated problems. U. Provide loss control services to include analyzing of current programs and providing recommendations to improve. This should include reviewing of open claims and trends with respect to loss control Coverage. The Authority currently maintains the following coverages, all with an October 1 renewal date: Coverage Carrier Property AIG Airport Liability Chartis Commercial Auto Travelers Workers Compensation Starr Crime Travelers Public Officials and Employment Practices Hiscox The successful Proposer will enter into a Service Agreement with the Authority for insurance brokerage services. The term for this Service Agreement will commence on July 1, 2018, (pending approval of the Service Agreement by the Des Moines Airport Authority Board) and will end three (3) years after the commencement of the Agreement 8

9 on June 30, The term is subject to a renewal option exercisable at the discretion of the Authority. 7. TECHNICAL EVALUATION 7.01 Objective It is the Authority s intention to solicit proposals from potentially qualified Brokers; to evaluate proposals; to negotiate terms; and to award a contract to the Broker whose proposal is determined to serve the best interests of the Authority. It will be within the sole discretion of the Authority to determine the viability and soundness of each Proposal, and to accept or reject a Proposal in its entirety or in part Evaluation and Recommendation An evaluation committee ("Committee") will evaluate the proposals. The Authority reserves the right to request additional information and clarification of any information submitted, including any omission from the original proposal. All proposals will be treated equally with regard to this item. The following evaluation criteria have been established to determine which Broker will best contribute to the overall goals of the Authority. Higher scores will be given for experience providing similar services to small-hub airports as defined by the FAA. Risk Management Plan 0-30 Points Proposals will be reviewed and points assigned based on a demonstration of understanding the Authority s current operations, future goals and objectives and needs for insurance coverage. Expertise, and Previous Experience 0-30 Points Points will be assigned based on the resumes of individuals assigned to work with the Authority and implement the risk management plan. Previous experience at airports will be given additional consideration. References 0-15 Points Points will be assigned based on substantiated favorable references that indicate a Proposer is competent, trustworthy and possessive of noteworthy insurance broker capabilities. Fee Proposal Additional Factors Points will be assigned based on any of these items: 0-20 Points 0-5 Points 1. Being a certified ACDBE, or using a certified ACDBE as a vendor; 9

10 2. Technologies, or capabilities that would contribute to the success of the risk management program. The Authority may schedule interviews as part of its evaluation process. If the Authority decides to conduct interviews, the top ranked firms may be invited to participate in the interview process. The person identified as the Account Manager will play the lead role in the interview and may be accompanied by only one other person from each business unit. Information from the interview, including content and style, will be part of the evaluation process, as will the reference verification. The technical evaluation will be made on the basis of comparative fulfillment of the criteria where 0 is non-responsive and 10 is the highest score. Total scoring is a mathematical extension of the criteria score multiplied weight Selection. The final selection and approval of the successful Broker will be made by the Authority Board. The Committee will evaluate proposals on the basis of the guidelines set forth in this RFP and present its findings and provide a recommendation to the Authority's Board at the June 12, 2018 Board meeting. The Board will then make a final selection and award. The Authority reserves the right to modify the solicitation schedule during the RFP process with at least two (2) days written notice by posting on the Authority s website Agreement Execution. The Authority will transmit to the successful Broker two original copies of the Insurance Broker Services Agreement for execution. The successful Broker agrees to deliver two duly executed original Agreements to the Authority within five days from the date of receipt of the original Agreements. 8. PROPOSED FEES AND PAYMENT A. Broker must fully complete and submit with the proposal RFP Attachment 4 Proposed Fee Form. B. Payment to the successful Broker for the performance of the services specified herein, including labor, materials, transportation, and other such services, shall be specified in Attachment 4 Proposed Fee Form. No other charges shall be allowed. C. The Broker s fee will be paid annually upon placement of the coverages. D. All premiums for insurance placed by the Broker on behalf of the Authority shall be invoiced by the Broker upon initiation of the coverage. The Authority shall 10

11 remit payment to the Broker in accordance with the specified terms and conditions of the applicable Agreement. E. All premiums shall be payable according to the terms and condition of the insurance policy of contract. F. All premium refunds shall be paid immediately by the Broker to the Authority upon receipt of the refund by the Broker. G. The Broker shall not accept any payment other than the fee stated in Attachment 4 Proposed Fee Form for placing the coverage. The Broker must disclose to the Authority all standard commissions received as a result of coverage placed on behalf of the Authority. 9. TERM OF AGREEMENT The term of the Agreement shall commence on July 1, 2018 and continue through July 1, 2021 with two (2) one-year options to renew at the sole option of the Authority. The Authority may, without cause, terminate the Agreement by giving 30 days written notice to the Broker firm. 10. REQUIRED PROVISIONS The final executed agreement will contain provisions required by the FAA, including but not limited to: non-discrimination, civil rights, just services, exclusive rights, disadvantaged business enterprise (DBE) and will be subordinate to agreements between the Authority, the United States of America, and the state of Iowa. 11. INSURANCE AND INDEMNITY REQUIREMENTS The selected Proposer shall purchase and maintain insurance in accordance with the insurance requirements set forth in the attached Sample Agreement to protect the selected Proposer and Authority throughout the duration of this Agreement. The selected Proposer shall not commit any act which might invalidate any policy of insurance. The selected Proposer shall defend, indemnify and hold harmless the Authority in accordance with the indemnification requirements set forth in the attached Sample Agreement. The selected Proposer shall be subject to all terms and provisions set forth in the Insurance Endorsements in the Sample Agreement thereto. 12. EXCLUSIVE AGREEMENT The Agreement that results from this Request for Proposals constitutes the exclusive Agreement between the parties and incorporates the provisions of these terms and conditions, and supersedes any previous agreements or contracts, either written or oral. The terms and conditions may not be altered without prior written consent of both parties. 11

12 THIS SUMMARY IS INTENDED TO BE A BRIEF OVERVIEW OF THE PROPOSAL PROCEDURES AND AGREEMENT PROVISIONS FOR INSURANCE BROKERAGE SERVICES TO THE DES MOINES AIRPORT AUTHORITY, DES MOINES, IOWA. ALL PROPOSERS SHOULD REVIEW THE SAMPLE AGREEMENT FOR THE ACTUAL PROVISIONS THAT WILL BE APPLICABLE. 12

13 EXHIBIT A STANDARD PROVISIONS AND REQUIREMENTS FOR REQUESTS FOR PROPOSALS (RFPs) 1. Proposal Must Be Signed by Proposer or Its Officer or Designated Agent A proposal submitted in response to the Authority's Request for Proposals shall be signed by the Proposer if an individual, or by an officer of the proposing firm, or by a designated agent empowered to bind the firm in a contract. 2. Partnership and Joint Venture Proposals; Use of Corporate Name or Fictitious Corporate Name A. If a proposal is submitted by two or more persons acting as a partnership, the names of the persons appearing on the proposal must be followed by the notation -- "a partnership", or words of similar import. B. If a proposal is submitted by two or more persons or corporate entities as a joint venture, the names of the persons or entities appearing on the proposal must be followed by the notation -- "a joint venture". In that instance, the proposal must also be signed by all such persons and/or the authorized agents of all such entities. Joint venture proposals shall identify which person or firm will act as lead person of firm. Any proposal from a joint venture that fails to meet the above requirements will be subject to rejection. C. In submitting a proposal and in entering into a contract in response to an RFP, a corporate entity may use its fictitious corporate name in addition to its legal corporate name, if the fictitious name is appropriately registered with the Iowa Secretary of State. Proposers are advised to exercise care in the use of any fictitious name for their firms. 3. Communication with Authority During RFP Process Upon issuance of this RFP, Proposers shall not communicate in any way with any Authority employees other than the Director of Finance regarding the terms or provisions of this RFP. Questions about this RFP are to be in writing and directed to the Director of Finance, and will be addressed in a written addendum to the RFP. 4. Authority's Response to Proposer Questions, Objections, and Requests for Clarification or Interpretation The Authority's Director of Finance will respond in writing to all inquiries presented to the Authority as provided in Section 3, above. The Authority's written response will be directed to all known potential Proposers. Only the Authority's written responses will be considered to be the Authority's official response binding upon the Authority. In addition 13

14 to making a written response, the Authority may issue addenda amending the RFP by changing or deleting the provisions of, or adding provisions to, the RFP. 6. Collusion Affidavit Required Any agreement or collusion among Proposers or prospective Proposers, in restraint of freedom of competition by agreement to propose a fixed price or otherwise will render the proposals of such Proposers void. Proposers will be required to execute and submit with their proposals a Non-Collusion Affidavit in the form appended hereto as Attachment 2. Any disclosure by one Proposer to another Proposer of the content of a proposal in advance of the submission of proposals will render the proposals of both such Proposers void, and may at the discretion of the Director of Finance render the RFP proceedings void. 7. Proposals Not Confidential; Proposer Requests for Confidentiality under Iowa Open Records Law, Chapter 22 of Iowa Code; Disclosure of Proposal Content Under Iowa Code chapter 22, "Examination of Public Records", all records of a governmental body are presumed to be public records, open to inspection by members of the public. Section 22.7 of the Iowa Code sets forth a number of exceptions to that general rule, establishing several categories of "confidential records". Under this provision, confidential records are to be kept confidential, "unless otherwise ordered by a court, by the lawful custodian of the records, or by another person duly authorized to release such information". Among the public records which are considered confidential under this Iowa Code provision are the following: 22.7(3). Trade secrets which are recognized and protected as such by law. 22.7(6). Reports to governmental agencies which, if released, would give advantage to competitors and serve no public purpose. The Authority, as custodian of the proposal submitted in response to a Request for Proposals, may, but is not required, to keep portions of such proposals confidential under Iowa Code Sections 22.7(3) and 22.7(6) noted above. If a responding individual or company determines that a portion or portions of its proposal constitute a trade secret, or should otherwise be kept confidential to avoid giving advantage to competitors, a confidentiality request may be submitted with the proposal identifying which portion or portions of the proposal should be kept confidential and why. The burden will be on each individual Proposer to make a confidentiality request and to justify application of a confidentiality exception to its proposal. The Authority will not under any circumstance consider the entire proposal to be a confidential record. If a request is made by a member of the public to examine a proposal including the portion or portions for which a confidentiality request has been made, the Authority will notify the Proposer and will keep confidential that portion of the proposal covered by the confidentiality request, pending action by the Proposer requesting confidentiality to defend its request. In that notification, the Proposer requesting confidentiality will be 14

15 given not more than five calendar days within which to file suit in Polk County District Court seeking the entry of a declaratory order and/or injunction to protect and keep confidential that portion of its proposal. Absent such action by a Proposer requesting confidentiality the entry of a court order declaring such portion or portions of the proposal confidential, the entire proposal will be released for public examination. The Proposer shall indemnify the Authority for any attorneys fees and court costs the Authority may incur or that be awarded against it as a result of complying with the Proposer's request for confidentiality. 8. Proposers to Provide Evidence of Ability to Obtain Insurance and/or Bond Each Proposer shall provide evidence satisfactory to the Authority that it can obtain the required insurance coverages and/or bond. For this purpose, each Proposer shall submit with its proposal the certification form appended to this RFP as Attachment 3, in which the Proposer's insurance agent and/or bonding agent certifies that the Proposer can obtain the required insurance coverages and/or bond. Failure to submit the required certifications form will be grounds for rejection of the proposal. 9. Procedure for Evaluation and Recommendation as to Selection of Best Proposal A. Competing proposals submitted in response to the RFP will be evaluated by Authority staff. The Authority staff will utilize the evaluation criteria set forth in this RFP in making its determination as to the best proposal. B. Upon completing its evaluation and the scoring of competing proposals, a Notice of Intent to Award will be provided to all competing Proposers by mail, FAX or at least five days prior to the appeal deadline set forth in the Notice of Intent to Award. 10. Appeal of Authority Staff Recommendation A Proposer who is aggrieved by the Authority staff s determination and recommendation as to the selection of the best proposal, may appeal such determination and recommendation by filing a written objection to the Authority within the appeal deadline set forth in the Notice of Intent to Award. Such objections may be filed in person or by mail, FAX or . In its written objection, the appealing Proposer shall set forth all of its objections to the Authority staff s recommendation and all arguments in support of its objections, and shall attach all documentation supporting its objections upon which it intends to rely. The Authority Board may, in its discretion, hear presentations by the appealing Proposer and by competing Proposers with respect to the appealing Proposer's objections. If the Authority Board agrees to hear presentations, it may limit their length and all Proposers will be given an equal opportunity to speak. The Authority Board's decision will be final. 15

16 11. Authority Board Consideration of Authority Staff Recommendation as to Best Proposal When the Authority staff s recommendation comes before the Authority Board for consideration, the Board may request that the recommended Proposer appear before the Board to give a presentation or to answer questions regarding its proposal. Competing Proposers will not be allowed to speak at that time unless a prior request has been made by such a Proposer and permission to speak granted, or unless an Authority Board member requests that the competing Proposer be allowed to speak and the Board consents to such request. 12. Rejection of Proposals The Authority reserves the right to reject any or all proposals in whole or in part received in response to the RFP. The Authority will not pay for any information requested in the RFP, nor is it liable for any cost incurred by a Proposer in responding to the RFP. 13. Formation of Contract A. The successful Proposer shall enter into a contract with the Authority in substantially the form of the attached Sample Agreement. B. Upon the Authority's approval of the evidence of insurance submitted by the successful Proposer (if required by the RFP), and upon the Authority's legal representative's review of the form of contract executed by the Proposer, and of the performance bond submitted by the Proposer (if required by the RFP), the Authority Board Chairperson will execute the contract as directed by the Authority Board. 14. Proposal Obligations The contents of this RFP, of a proposal submitted in response thereto, and of the Authority's official response to a question, objection, or request for clarification or interpretation regarding the RFP, and of any exception to the RFP submitted by the successful Proposer and accepted by the Authority via written addendum to the RFP, will become part of the contractual obligation and be deemed incorporated by reference into the ensuing contract. 15. Disposition of Proposals All proposals submitted in response to the RFP become the property of the Authority and will not be returned. 16. Assignment of Contract Prohibited Unless Approved in Writing by the Authority No contract awarded pursuant to RFP is assignable without the written consent of the 16

17 Authority. 17. Title VI Solicitation Notice The Des Moines Airport Authority, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d to 2000d-4) and the Regulations, hereby notifies all proposers that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. 18. Attachments. A. Attachment 1: General Terms and Conditions B. Attachment 2: Non-Collusion Affidavit C. Attachment 3: Certification of Proposer's Insurance Agent Regarding Proposer's Ability to Obtain Required Insurance Coverages; D. Attachment 4: Proposed Fee Form 17

18 1. Exclusive Contract ATTACHMENT 1 GENERAL TERMS AND CONDITIONS The contract that results from this Request for Proposals constitutes the exclusive contract between the parties and incorporates the provisions of these terms and conditions, and supersedes any previous agreements or contracts, either written or oral. The terms and conditions hereof may not be altered without prior written consent of both parties. 2. Assignment Successful Proposers may not assign contracts or purchase orders to any party (including financial institutions) without written permission of the Executive Director of the Authority or his/her designee. 18

19 ATTACHMENT 2 NON-COLLUSION AFFIDAVIT The Proposer hereby certifies: 1. That this proposal is not affected by, contingent on, or dependent on any other proposal submitted for any improvement at the Des Moines Airport Authority; and 2. That no individual employed by the Proposer was paid or will be paid by any person, corporation, firm, association, or other organization for soliciting the bid, other than the payment of their normal compensation to persons regularly employed by the Proposer whose services in connection with the making of this proposal were in the regular course of their duties for the Proposer; and 3. That no part of the compensation to be received by the Proposer was paid or will be paid to any person, corporation, firm, association, or other organization for soliciting the bid, other than the payment of their normal compensation to persons regularly employed by the Proposer whose services in connection with the making of this proposal were in the regular course of their duties for the Proposer; and 4. That this proposal is genuine and not collusive or sham; that the Proposer has not colluded, conspired, connived or agreed, directly or indirectly, with any other Proposer or person, to put in a sham proposal or to refrain from making a proposal, and has not in any manner, directly or indirectly, sought, by agreement or collusion, or communication or conference, with any person, to fix the proposal price of Proposer or of any other Proposer, or to otherwise restrain freedom of competition, and that all statements in this proposal are true; and 5. That the individual(s) executing this proposal have the authority to execute this proposal on behalf of the Proposer. Proposer Signature By Name (Print/Type) Title Street Address City, State, Zip Code 19

20 ATTACHMENT 3 CERTIFICATION OF PROPOSER'S INSURANCE AGENT REGARDING PROPOSER'S ABILITY TO OBTAIN REQUIRED INSURANCE COVERAGE I hereby certify that my client, as identified below, will be able to meet all of the insurance requirements of Article 8 of the Sample Agreement, has been advised of any additional costs associated with doing so, and has agreed to obtain such coverages if selected as the successful proposer of the RFP to which my client has responded: Legal Name of Proposer: Name/Address/Phone/FAX # of Insurance Agency: Phone FAX Name of Agent/Broker (Print): Signature of Agent/Broker: Date of Signature: Signature and stamp of Notary Republic 20

21 ATTACHMENT 4 Proposed Fee Form The proposed fee shall be all inclusive which means that all related items, including labor, travel, deliverables, tools, materials, equipment, supplies, expenses, etc. shall be factored into the fees listed below. Travel, including airfare, hotel, meals, and any other related accommodations are the Broker s responsibility and will not be reimbursed or paid for by the Authority. Failure to complete this form and submit with your Proposal shall result in your Proposal being deemed nonresponsive and rejected without any further evaluation. Corporate Name: Date: Proposed Broker Fee: (Annual fee) Year 1: Year 2: Year 3: Year 4: Year 5: 21

22 INSURANCE BROKER SERVICES AGREEMENT DES MOINES AIRPORT AUTHORITY DES MOINES, IOWA THIS AGREEMENT, made and entered into this 1st day of July, 2018, by and between the Des Moines Airport Authority, an airport authority organized and existing pursuant to the laws of the State of Iowa (the "Authority") and, a company incorporated under the laws of the State of and authorized to operate in the State of Iowa ("Service Provider"). WITNESSETH: WHEREAS, the Authority currently operates an airport known as the Des Moines International Airport (the "Airport"), located in Des Moines, Polk County, Iowa; and WHEREAS, Service Provider has met the qualifications identified in the Request for Proposals and has been selected to provide insurance broker services for the Authority; and WHEREAS, the Authority deems it advantageous to itself and to its operation of the Airport to retain Service Provider to provide insurance broker services; and WHEREAS, the Authority and Service Provider desire to enter into this Agreement and each party has full power and authority to enter into this Agreement. NOW, THEREFORE, the parties agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. The following words and phrases, wherever used in this Agreement, shall, for the purpose of this Agreement, have the following meanings: "Agreement" means this Insurance Broker Services Agreement, the Authority's Request for Proposals and Service Provider's response to the Request for Proposals. "Airport" means Des Moines International Airport, as it now exists or as it may change from time to time. "Authority Board" means the Des Moines Airport Authority Board. "Executive Director" means the Executive Director of the Authority or a duly authorized representative who is designated to exercise functions with respect to the rights and obligations of the Authority under this Agreement. 1

23 "FAA" means the Federal Aviation Administration of the United States Government or any federal agencies succeeding its jurisdiction. "FAR" means Federal Aviation Regulations adopted by the Federal Aviation Administration of the U.S. Government or federal agencies succeeding to its jurisdiction. "Rules and Regulations" means the Rules and Regulations adopted by the Authority Board from time to time. "Transportation Security Administration (TSA)" means the Transportation Security Administration of the U.S. Government or any federal agencies succeeding to its jurisdiction. "TSR" means Transportation Security Regulations adopted by the Transportation Security Administration of the U.S. Government or federal agencies succeeding to its jurisdiction. "Terminal Building" means the building commonly referred to as the passenger terminal building used primarily for enplaning and deplaning passengers and their associated services. ARTICLE 2 TERM OF AGREEMENT The term of this Agreement shall commence on July 1, 2018, and shall terminate on June 30, The Agreement may be extended for one or more additional 1 year periods at the sole discretion of the Authority. ARTICLE 3 TERMINATION AND CANCELLATION OF AGREEMENT 3.1 Termination by Service Provider. A. Service Provider may terminate this Agreement, with or without cause, in whole or in part, at any time with 30 days written notice to Authority sent by Certified Mail to the address designated in this Agreement. The failure of Service Provider to declare this Agreement terminated or canceled upon the default of Authority for any reason shall not operate to bar or estop Service Provider from declaring this Agreement terminated or canceled by reason of any subsequent violations of the terms of this Agreement by Authority. 2

24 3.2 Termination by Authority A. Authority may terminate this Agreement, with or without cause, in whole or in part, at any time with 30 days written notice to Service Provider sent by Certified Mail to the address designated in this Agreement. The failure of Authority to declare this Agreement terminated or canceled upon the default of Service Provider for any reason shall not operate to bar or estop Authority from declaring this Agreement terminated or canceled by reason of any subsequent violations of the terms of this Agreement by Service Provider. 4.1 Per Fee Proposal in RFP ARTICLE 4 PAYMENT OF FEES 5.1 Per RFP Response to Scope of Services. ARTICLE 5 SCOPE OF SERVICES 5.2 Service Provider shall at all times comply with all federal, state and local laws, regulations and ordinances. Service Provider shall display no signs or advertising, or disseminate any printed material, unless approved by the Executive Director. Service Provider shall comply with rules issued by the Executive Director or established by the Authority Board. 5.3 Service Provider shall perform all services required by this Agreement in accordance with the applicable professional standards. Except as otherwise explicitly noted in this Agreement, nothing herein contained, however, shall be construed to protect Service Provider against any liability to the Authority by reason of Service Provider s failure to comply with federal or state law, rule, or regulation or any misfeasance, bad faith or negligence in the performance of its obligations and duties under this Agreement, nor shall anything herein contained constitute a waiver or limitation on any rights which the Authority may have. In no event will Service Provider be liable for the negligent acts or omissions of the Authority, its employees, contractors or vendors. 3

25 ARTICLE 6 INDEPENDENT CONTRACTOR 6.1 In providing service to the Authority, Service Provider will serve as an independent contractor to the Authority, performing such services as attending necessary meetings, and providing as necessary, written reports on its activities. A. The parties intend that this Agreement create an independent contractor relationship between them. The Authority is interested only in the end results achieved by the services of Service Provider and that they conform to the requirements specified in this Agreement. B. Service Provider is not an agent or employee of the Authority for any purpose. Neither party shall be considered to be an agent, master or servant of the other party for any purpose whatsoever, and neither party has any authority to enter into any contract, assume any obligations or make any warranties or representations on behalf of the other. Service Provider accordingly waives any claim to any other payment or benefit of any kind, quantity or amount on account of performance, hereunder, except such payment as provided for in this Agreement. No workers' compensation insurance, or any other type of insurance (including, but not limited to, professional liability insurance) has been or will be obtained, by the Authority on account of Service Provider. Service Provider is responsible for all withholding taxes, social security, unemployment, workers compensation and other taxes and insurance and shall hold the Authority harmless for any claim for the same. 6.2 No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to Service Provider. The payroll or employment taxes that are subject to this paragraph include, but are not limited to, FICA (social security tax), FUTA (federal unemployment tax), federal income tax, state income tax and state unemployment insurance tax. ARTICLE 7 RIGHTS, PRIVILEGES, USES, AND RESTRICTIONS 7.1 Interference. It is understood and agreed that the rights granted by this Agreement will not be exercised in such a way as to interfere with or adversely affect the use, operation, maintenance, or development of the Airport. 7.2 Confidentiality. Service Provider agrees to keep all information provided by the Authority during the course of this Agreement ("Protected Information") confidential, will use Protected Information solely to enable it to perform its obligations hereunder, and will not disclose any information concerning this Agreement to any person or entity without the prior express written consent of the Authority; provided, however, that Protected Information may be provided by Service Provider (i) to those of its employees who need such information to enable 4

26 Service Provider to perform its obligations and who are required to keep such information confidential, and (ii) to its auditors, consultants and advisors who agree to keep such information confidential or are otherwise bound to restrictions on disclosure. Protected Information shall not include information which is now or hereafter becomes part of the public domain, was received by Service Provider from a third party under no obligation of confidentiality to the Authority, or is disclosed by the Authority to a third party without restriction. In the event that such disclosure is required by applicable law, regulation or court order, Service Provider agrees if reasonably practicable, to refrain from such disclosure until such time as the Authority has received written notice with regard to any required disclosure (provided that notice of the required disclosure is not prohibited by law), and the Authority has had a reasonable opportunity to contest the basis for disclosure and review the content of any disclosure proposed to be made to any person or entity. Pursuant to Iowa Code Chapter 22 - Examination of Public Records, all records of the Authority are presumed to be public records, open to inspection by members of the public. Section 22.7 of the Iowa Code sets forth a number of exceptions to that general rule, establishing several categories of confidential records. Under this provision, confidential records are to be kept confidential, unless otherwise ordered by a court, by the lawful custodian of the records, or by another person duly authorized to release such information. If a request is made by a member of the public to examine information provided by or to the Authority during the course of this Agreement, the Authority will notify the Service Provider and will keep confidential that portion of the information covered by a confidentiality request made by Service Provider, pending action by the Service Provider to defend its request. In that notification, the Service Provider will be given not more than 5 calendar days within which to file suit in the Iowa District Court for Polk County seeking the entry of a declaratory order and/or injunction to protect and keep confidential said information. Absent such action by Service Provider, and absent the entry of a court order declaring such portion or portions of the requested information confidential, the entire information will be released for public examination. ARTICLE 8 INSURANCE AND INDEMNIFICATION 8.1 General. Service Provider shall purchase and maintain insurance to protect Service Provider and Authority throughout the duration of this Agreement. All policies shall be written on a per occurrence basis and not a claims-made basis unless otherwise approved by Authority. All policies shall be written in form and amounts and with companies satisfactory to Authority. Certificates of Insurance confirming adequate insurance coverage shall be submitted to Authority prior to agreement execution or commencement of work and/or services. 5

27 8.2 Insurance Requirements. A. Workers Compensation Insurance. Service Provider shall procure and maintain during the life of this contract, Worker's Compensation Insurance, including Employer's Liability Coverage, in accordance with all applicable statutes of the State of Iowa. The coverage limits shall include $500,000 each accident for Bodily Injury by Accident, $500,000 each accident for Bodily Injury by Disease, and $500,000 policy limit for Bodily Injury by Disease. With regard to activities conducted within the Permitted Locations, Service Provider shall provide Authority a Waiver of Subrogation favoring the Authority of Des Moines, Iowa. B. Commercial General Liability Insurance. Service Provider shall procure and maintain during the term of this Agreement, Commercial General Liability Insurance on a per occurrence basis with limits of liability not less than $2,000,000 per occurrence and $4,000,000 aggregate combined single limit, Personal Injury, Bodily Injury and Property Damage. Coverage shall include the following: (1) Contractual Liability; (2) Premises and Operations; (3) Products and Completed Operations; (4) Independent Contractors Coverage; and (5) Personal and Advertising Injury. Coverage shall be no less comprehensive and no more restrictive than the coverage provided by a standard form Commercial General Liability Policy (ISO CG 0001, Ed 07/98) with standard exclusions "a" through "o" or an equivalent acceptable to Authority. The policy shall be endorsed to provide an Aggregate Per Location Endorsement. C. Umbrella/Excess Insurance. The General Liability requirements above may be satisfied with a combination of primary and Umbrella/Excess Insurance. The Umbrella/Excess Insurance shall also be written on a per occurrence basis unless otherwise approved by Authority and shall include the same endorsements as required of the primary policy(-ies). D. Errors & Omissions/Professional Liability Insurance. Service Provider shall procure and maintain during the life of this Agreement Errors & Omissions/Professional Liability Insurance in an amount not less than $5,000,000 per claim and annual aggregate, covering all acts, errors, omissions, and negligence in the performance of services for Authority or on behalf of Authority hereunder. Such insurance shall be maintained in force at all times during the term of the Agreement and for a period of 2 years thereafter for services completed during the term of the Agreement. E. Insurance for Other Losses. The Service Provider shall assume during the life of this Agreement, full responsibility for all loss or damage from any cause whatsoever to any property brought onto Authority property that is owned or rented by the Service Provider, or any of the Service Provider's employees, agents, subcontractors, suppliers or their employees, to the extent that such property is utilized in carrying out the provisions of this Agreement. The Service Provider shall cause its insurance carrier(s) providing physical damage insurance 6