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Services Agreement This Services Agreement (the "Agreement") made and entered into effective as of October 1, 2022 ("Effective Date"), by and between INDIAN RIVER COUNTY ("Client") and the Southeast Series of Lockton Companies, LLC ("Lockton"). In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. TERM. This Agreement will be in effect from the Effective Date to September 30, 2027 unless earlier terminated in accordance with the provisions of Section 4 of this Agreement. This Agreement may be extended by mutual written agreement of the parties pursuant to Section 6.3 of this Agreement. 2. COMPENSATION, DISCLOSURE AND PAYMENT TERMS 2.1 Compensation. All insurance brokerage and/or other insurance brokerage services provided by Lockton as set forth in Addendum A are services required by applicable law or regulation to be or are customarily performed by a licensed insurance broker (including a person designated by applicable law as a consultant licensed to render services as an insurance broker). Any services (other than services as a consultant licensed to render services as an insurance broker) that may from time to time be included in or rendered in connection with the foregoing services are embedded in or ancillary to the performance of Lockton's insurance brokerage services and will be performed without separate payment for such consulting services (if any). Compensation for the services to be rendered under this Agreement shall consist of the following: • This Agreement will be in effect from the Effective Date above on an annual basis and shall automatically renew for annual periods through September 30, 2027 unless earlier terminated in accordance with the provisions of the Agreement. • Base commissions calculated as a percentage of premiums on those insurance placements so referenced in Addendum B, and • As applicable, other compensation set forth below 2.2 Disclosure. In addition to the compensation set forth above, Client acknowledges, consents and agrees that Lockton may also receive other forms of incentive compensation such as contingency payments, bonuses, overrides, prizes/awards and/or supplemental commissions or other commission -like payments from insurance companies, intermediaries (which may be affiliated with Lockton) or other third parties as a result of being Client's insurance broker (collectively, "Additional Compensation"). Addendum B, receipt of which is hereby acknowledged, sets forth a disclosure of actual or estimated commissions and/or Additional Compensation, if any, Lockton may or will receive on account of its services provided to you or on your behalf. 2.3 Payment Schedule. Client shall pay the fee set forth above on the following payment schedule: -C, IOCKTOK Due Date Amount Due Quarterly $22,250 Client will provide full payment to Lockton for all fee invoices submitted within 30 days of Client's receipt of each invoice. Client grants Lockton a right to offset any amounts Lockton owes to Client against any unpaid fees Client owes to Lockton. 2.4 No Offset. It is further agreed that no portion of any noncash compensation (e.g., meals, entertainment, travel, gifts, etc.) received by Lockton from any insurance company, intermediary, or other third party as a result, in whole or in part, of Lockton's services as Client's insurance broker shall be offset or credited against the compensation payable to Lockton as set forth above. 3. SERVICES 3.1 Scope of Services. It is hereby understood and agreed that in consideration of the compensation set forth above, Lockton will provide the consulting services outlined in Addendum A, which is attached to and made part of this Agreement. In the event Client: 1) requests that Lockton place coverage on any line(s) of business not indicated in Addendum B; 2) requests that Lockton provide other services beyond those set forth in Addendum A; or 3) makes an acquisition or otherwise experiences growth such that the level and/or scope of services needed by Client shall significantly exceed the level of services as contemplated at the inception of this Agreement, Client and Lockton agree to review in good faith the additional services required and increase the fee set forth herein or agree to other compensation (such as commissions on additional placements) in addition to the fee. Such additional compensation shall be set forth in a written and signed addendum pursuant to Section 6.3 of this Agreement. 3.2 Use of Intermediaries. When in Lockton's professional judgment it is necessary or appropriate, Lockton may utilize the services of intermediaries or other appropriate outside vendors to assist in the servicing and marketing of Client's employee benefit programs. However, this may only be done after consultation with Client. Such intermediaries may or may not be affiliates of Lockton. Lockton will advise Client whether any such intermediary is an affiliate of Lockton. Under all circumstances, any and all compensation earned by any intermediary or outside vendor shall be in addition to the compensation paid to Lockton as described herein. 3.3 Modeling and Analytics Services. Lockton provides various modeling and/or data analytics services to its clients ("Modeling Services Agreement Page 1 of 15