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Agreement THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida organized and existing underthe Laws ofthe State of Florida, (hereinafter called OWNER) and ArthurJ. Gallagher Risk Management Services, LLC (hereinafter called BROKER). OWNER and BROKER, inconsideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 - WORK BROKER shall complete all Work as specified or indicated in the Contract Documents. The Work was advertised and awarded through Request for Proposals 2024008, and is generally described as Property and Casualty Insurance Broker Services, and more explicitly defined in Attachment A. ARTICLE 2 - TERM The term of the agreement shall begin January 1, 2024 for a one-year period. The agreement may be extended for up to four additional one-year terms. ARTICLE 4 - CONTRACT PRICE OWNER shall pay BROKER fees as detailed in Attachment B. ARTICLE 5 - PAYMENT PROCEDURES 5.01 Method of Payment Owner shall make only one payment for the entire amount of the contract when the work has been completed. Upon a determination of satisfactory completion, the COUNTY Project Manager will authorize payment to be made. All payments for services shall be made to the BROKER by the COUNTY in accordance with the Local Government Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida Statutes, et seq.). 5.02 Acceptance of Final Payment as Release The acceptance by the BROKER of final payment shall be and shall operate as a release to the OWNER from all claims and all liability to the BROKER other than claims in stated amounts as may be specifically excepted by the BROKER for all things done or furnished in connection with the work under this Agreement and for every act and neglect of the OWNER and others relating to or arising out of the work. Any payment, however, final or otherwise, shall not release the BROKER or its sureties from any obligations under this Agreement, the Invitation to Bid or the Public Construction Bond. ARTICLE 6 - INDEMNIFICATION 6.01 BROKER shall indemnify and hold harmless the OWNER, and its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the BROKER and persons employed or utilized by the BROKER in the performance of the Work.