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HomeMy WebLinkAbout2017-020 Agrmt - Brown & Brown of Oregon CONSULTANT SERVICES AGREEMENT THIS CONSULTANT SERVICES AGREEMENT (this "Agreement"), effective March 1, 2017 (the "Effective Date"), is made by and between CITY OF ASHLAND ("City"), and the Medford office of BROWN & BROWN OF OREGON, LLC, D/BA/ BROWN & BROWN NORTHWEST ("Consultant"). Background City wishes to retain Consultant to perform certain specified advisory services as described in this Agreement. Consultant wishes to perform such services according to the terms and conditions in this Agreement for the compensation set forth in this Agreement. The parties agree as follows: 1. Term. The term of this Agreement shall request of Consultant. City further agrees to provide commence on the Effective Date and continue for a Consultant with notice of any material changes in period of one (1) year, unless sooner terminated as City's business operations, risk exposures or in any herein provided. other material information provided under this Agreement. In addition, City shall carefully read each 2. Relationship of Parties. Consultant is an insurance policy issued to City in order to confirm the independent contractor and nothing in this Agreement accuracy of the facts reflected therein and that the is intended nor shall be construed to create an policy(ies) contain(s) the terms and coverages employer/employee relationship, a joint venture desired. City is responsible for recommending any relationship or partnership relationship. In changes to insurance policies issued to City. consideration of the compensation paid to the Consultant by the City, Consultant will provide 5. Compensation. In consideration of the services to the City as an insurance consultant. City Services, City shall compensate Consultant as set acknowledges that Consultant, or its parent company, forth in Schedule B (the "Consultant Services Fee"). Brown & Brown, Inc. ("Parent"), and related or With regard to the Consultant Services Fee, City and affiliated companies (collectively with Parent, "B&B Consultant acknowledge and agree as follows: Affiliates"), may provide services as an insurance agent on behalf of certain insurance carriers or risk- (a) Compensation for the Services bearing entities. City expressly consents to such specified under this Agreement is exclusive of all relationship, if applicable, in the rendition of services federal, state and local sales, use, excise, receipts, by Consultant under this Agreement. gross income and other similar taxes and governmental charges and fees. Any such taxes, 3. Consultant Services. Consultant, subject charges or fees for the Services under this to the terms of this Agreement, shall provide certain Agreement, now imposed or hereafter imposed during services set forth in the attached Schedule A (the the term of this Agreement, shall be in addition to the "Services"). Nothing in this Agreement shall be compensation, premiums and charges set forth in this construed to impose any obligations on Agreement and shall be paid by City upon request. Consultant, or limitations on Consultant's compensation, relative to services other than as (b) City acknowledges and agrees that specifically delineated above. the Consultant Services Fee is reasonable in relation to the Services to be provided by Consultant 4. City Responsibilities. In consideration of hereunder. the Services provided by Consultant, City agrees as follows: 6. Confidentiality. To the extent consistent with performances of Consultant's duties under this (a) City shall cooperate fully with Agreement, Consultant and City agree to hold in Consultant and the insurance companies with whom confidence Confidential Information (defined below). Consultant solicits in the performance of Consultant's City acknowledges, however, that Consultant will obligations under this Agreement. disclose Confidential Information as reasonably required in the ordinary course of performing the (b) City shall timely produce complete Services to insurance companies and other insurance and accurate information including, but not limited to, intermediaries. "Confidential Information" means all current financial information, statements of values, nonpublic information and all documents and other loss information and any other information, necessary tangible items (whether recorded information, on for the effectuation of insurance coverage at the paper, in computer readable format or otherwise) Page 1 of 6 City of Ashland Brown & Brown of Oregon, LLC d/b/a Brown & Brown Northwest Consultant Services Agreement effective March 1, 2017 relating to the disclosing party's business (including Consultant's material failure to properly perform its without limitation business plans, manner of doing duties and responsibilities hereunder because of business, business results or prospects), proposals, Consultant's gross neglect, proven dishonesty, or recommendations, marketing plans, reports, any of commission of a felony. which (i) at the time in question is either protectable as a trade secret or is otherwise of a confidential nature (and is known or should reasonably be known (c) Notwithstanding the provisions in by receiving party as being of a confidential nature) sub-paragraph (a) above, Consultant may terminate and (ii) has been made known to or is otherwise this Agreement upon the happening of any one of the learned by receiving party as a result of the following causes: (i) City's failure to pay any relationship under this Agreement. Confidential Consultant Services Fee more than five (5) days after Information should be protected with the same such payment is due; (ii) City's participation in any reasonable care as each party protects its own fraud; or (iii) City's material failure to properly perform Confidential Information. its duties and responsibilities hereunder because of City's gross neglect, proven dishonesty, or Confidential Information will not include any commission of a felony. information, documents or tangible items which (i) are a matter of general public knowledge or which subsequently becomes publicly available (except to Termination for any cause enumerated in sub- the extent such public availability is the result of a paragraphs (b) or (c) shall become effective upon the breach of this Agreement), (ii) were previously in delivery of written notice of termination to the possession of receiving party as evidenced by breaching party or at such later time as may be receiving party's existing written records, or (iii) are specified in the written notice. hereafter received by receiving party on a non- confidential basis from another source who is not, to (d) Termination of this Agreement shall receiving party's knowledge, bound by confidential or not release City from any accrued obligation to pay fiduciary obligations to disclosing party or otherwise any sum to Consultant (whether then or thereafter prohibited from transmitting the same to receiving payable) or operate to discharge any liability incurred party. In the event that Consultant or City become prior to the termination date. legally compelled to disclose any of the Confidential Information, they shall provide the other party with $ Notices. Any notices required or permitted prompt notice so that such party may seek a to be given under this Agreement shall be sufficient if protective order or other appropriate remedy and/or waive compliance with the provisions of this in writing by Certified Mail to: Agreement. In the event that such protective order or If to City: other remedy is not obtained, or that the other party waives compliance with the provisions of the City of Ashland Agreement, such party may disclose such information 20 E. Main Street as is necessary or advisable to comply with the legal Ashland, OR 97520 process. Attn: Bev Adams Email: bev.adams(a~ashland. or.us 7. Termination. If to Consultant: (a) Either party may terminate this Agreement, without cause and for any reason Brown il Brown Northwest whatsoever, by giving written notice of termination to 3256 Hillcrest Park Drive Medford, OR 97504 the other party at least ninety (90) days prior to the Attn: Mike Mastroni effective date of termination, which shall be specified Email: mmastroni(c-bbnw.com in such written notice. (b) Notwithstanding the provisions in With a copy to: sub-paragraph (a) above, City may terminate this Agreement upon the happening of any one of the Brown & Brown, Inc. 220 S. Ridgewood Avenue following causes: (i) Suspension or termination of Daytona Beach, FL 32114 Consultant's insurance license in the State of Oregon Attn: General Counsel if not cured by Consultant within sixty (60) days Email: legaldept(a bbins.com following such suspension or termination; (ii) Consultant's participation in any fraud; or (iii) Page 2 of 6 City of Ashland Brown & Brown of Oregon, LLC d/b/a Brown & Brown Northwest Consultant Services Agreement effective March 1, 2017 or such other address as either shall give to the other 12. Assignment. Neither this Agreement nor in writing for this purpose. any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto 9. Severability. The invalidity or (whether by operation of law or otherwise) without the unenforceability of any provision of this Agreement prior written consent of the other party, which consent shall in no way affect the validity or enforceability of shall not be unreasonably withheld, conditioned or any other provision. delayed. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties 10. Oregon Law Applies; Venue. This and their respective successors and permitted Agreement shall be governed by and construed and assigns. enforced in accordance with the laws of the State of Oregon, without regard to its conflicts of laws 13. Entire Agreement. This Agreement principles. Exclusive venue is agreed to be in a state (including the schedules, documents and instruments or federal court of competent jurisdiction in or for referred to herein or attached hereto) constitutes the Jackson County, Oregon. entire agreement and supersedes all prior agreements and understandings, both written and 11. Limitation of Liability; Waiver of Jury oral, between the parties with respect to the subject Trial. THE PARTIES WAIVE ANY RIGHT TO A matter hereof. This Agreement does not alter, void, TRIAL BY JURY IN THE EVENT OF LITIGATION terminate, or rescind any agreement that may be in ARISING OUT OF THIS AGREEMENT. IN NO effect between the City and the Consultant for EVENT WILL EITHER PARTY BE LIABLE TO THE insurance needs not identified in this Schedule A. The OTHER PARTY OR ANY OTHER PERSON FOR Agreement shall not be modified except by a written ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR agreement dated subsequent to the date of this INCIDENTAL DAMAGES, INCLUDING LOSS OF Agreement and signed on behalf of City and PROFITS, REVENUE, DATA OR USE, EVEN IF Consultant by their respective duly authorized SUCH PARTY HAS BEEN ADVISED OF THE representatives. POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. [Remainder of page intentionally left blank - Signature page follows.] Page 3 of 6 City of Ashland Brown & Brown of Oregon, LLC d/b/a Brown & Brown Northwest Consultant Services Agreement effective March 1, 2017 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY: CONSULTANT: City of Ashland Brown & Brown of Oregon, LLC an Oregon municipality d/b/a Brown & Brown Northwest an Oregon limited liability company By; e4~j,, By: Name: C Name: Title: Title: 1 'ROVE ORM Ashla ty Attorney Date ~ j Page 4 of 6 City of Ashland Brown & Brown of Oregon, LLC d/b/a Brown & Brown Northwest Consultant Services Agreement effective March 1, 2017 SCHEDULE A CONSULTANT SERVICES Subject to the terms of this Consultant Services Agreement, Consultant shall provide the Services listed below, but only in relation to the following Lines of Insurance: (a) Boiler & Machinery; (b) Commercial / Auto Trucking/ Garage; (c) Commercial Property; (d) Crime; (e) Directors & Officers Liability; (f) Earthquake / DIC; (g) Employment Practices Liability; (h) General Liability; (i) Inland Marine; Q) Liquor Liability; (k) Professional Liability; (1) Umbrella/ Excess Liability. Services are as follows: Evaluate City's business practices with regard to risk and possible transfer of risk to third parties and conduct regular, scheduled meetings with City to review City's risk management program. Review and analyze City's existing insurance coverage and identify potential lines of coverage or coverage enhancements to improve City's insurance program. Coordinate loss prevention services provided by any insurance company with those services provided by Broker. Analyze past and current claim and loss history information and advise City of significant implications for City's insurance program. Claims and Risk Management Services: Claim Review -Workers' Compensation Claim Review - Property and Liability Employment Practices Consultative Services Safety Committees - Review and Training Fleet Management - Review and Training Elements Connection Provides safety tools as needed Agent Insurance Placement: Analyze current insurance market conditions and advise City of significant implications for City insurance program. Facilitate marketing and procure quotat6ions from carriers; review and analyze quotations and provide proposals for review by City. Secure and bind all coverage accepted by City, when applicable. Page 5of6 City of Ashland Brown & Brown of Oregon, LLC d/b/a Brown & Brown Northwest Consultant Services Agreement effective March 1, 2017 SCHEDULE B COMPENSATION Consultant Services Fee: In consideration of the Services, City shall compensate Consultant in the amount of NINETEEN THOUSAND DOLLARS AND 00/100 ($19,000.00) (the "Consultant Services Fee"). The Consultant Services Fee shall be fully earned and payable on a monthly basis in the amount of ONE THOUSAND FIVE HUNDRED EIGHTY-THREE DOLLARS AND 33/100 ($1,583.33). The first payment shall be fully earned and payable upon the City's execution and delivery of this Agreement and thereafter the first of every month during the term of this Agreement. Insurance Placements: In addition to the Consultant Services Fee above, the Consultant, as Agent for the City, may receive commission on insurance placement(s) from Insurance Company(ies) not related to this Agreement. Below are the current lines of insurance placement requested by the City: Excess Workers Compensation Surety Aviation Liability Flood Pollution Liability Accident Insurance Page 6 of 6 City of Ashland Brown & Brown of Oregon, LLC d/b/a Brown & Brown Northwest Consultant Services Agreement effective March 1, 2017