HomeMy WebLinkAbout2019-051 20190270 Brown & Brown 20190270
CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT (this "Agreement"), effective November 1, 2018 (the "Effective
Date"), is made by and between CITY OF ASHLAND ("City), and the Medford office of BROWN & BROWN OF
OREGON, LLC, DIBAI 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 four (4) months, unless sooner terminated City's business operations, risk exposures or in any
as 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:
Affiliates7, 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 May 1, 2018
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 (1) at the time in question is either protectable
as a trade secret or is otherwise of a confidential (c) Notwithstanding the provisions in
nature (and is known or should reasonably be known
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
teamed by receiving party as a result of the following causes: (i) Citys 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) Citys 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 Termination for any cause enumerated in sub-
subsequently becomes publicly available (except to paragraphs (b) or (c) shall become effective upon the
the extent such public availability is the result of a
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 became prior to the termination date.
legally compelled to disclose any of the Confidential
Information, they shall provide the other party with B Notices. Any notices required or permitted
prompt notice so that such party may seek a
protective order or other appropriate remedy and/or to be given under this Agreement shall be sufficient if
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: Mark Welch
Email: mark.welch@ashland.or.us
7. Termination.
If to Consultant:
(a) Either party may terminate this
Agreement, without cause and for any reason Brown & Brown Northwest
whatsoever, by giving written notice of termination to 3256 Hdlcrest Park Drive
the other party at least ninety (90) days prior to the Attn: Medford, OR 97504
David Luttrell
effective date of termination, which shall be specified Email: dcuttrell anbbnw.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: legaldeot(a)bbins.com
following such suspension or termination; (ii)
Consultants 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 May 1, 2018
Fr 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 May 1, 2018
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
\c
By: By:
ame: /hAQ, Name: VW tJVA G fAAT''aC L-C.
Title: s ~ J-Teer QR►ecFti Title: fE 1t O TQ/'S. V P CI RZE ; L drO T
ro 70
Page 4 of 6
City of Ashland
Brown & Brown of Oregon, LLC d/b/a Brown & Brown Northwest
Consultant Services Agreement effective May 1, 2018
• 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 I DIC; (g) Employment Practices
Liability; (h) General Liability; (1) Inland Marine; Q) Liquor Liability; (k) Professional Liability; (I) 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 Citys 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 5 of 6
City of Ashland
Brown & Brown of Oregon, LLC d/b/a Brown & Brown Northwest
Consultant services Agreement effective May 1, 2018
SCHEDULE B
COMPENSATION
Consultant Services Fee:
In consideration of the Services, City shall compensate Consultant In the amount of SIX THOUSAND THREE
HUNDRED THIRTY-TWO DOLLARS AND 00/100 ($6,332.00) (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 001100 ($1,583.00). 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 May 1, 2018
Purchase Order
,M Fiscal Year 2019 Page: 1 of: 1
THIS PO NUMBER MUST APPEAR ON ALL `
B City of Ashland -NVOICES, AND SHIPPING DOCUMENTS
ATTN: Accounts Payable Purchase
L 20 E. Main 20190270
Ashland, OR 97520 Order #
T Phone: 541/552-2010
O Email: payable@ashland.or.us
j I
V S
C/O Finance
E BROWN & BROWN NORTHWEST H 20 East Main
N PO BOX 29018 Ashland, OR D PORTLAND, OR 97296-9018 P Phone: 41 4885 300
O
Fax: 541!552-2059
R T
O
Sharlene Stephens
11/02/2018 1144 FOB ASHLAND OR/NET30 Cit Accounts Pa_abie
71 _ FIRM.
Risk Management Services
Risk Management Consulting Services
4 MO $1,583.0000 $6,332.00
Contract extension for four (4) months, November 2018 to
February 2019 @ $1,583 per month
Brown & Brown Consultant Services Agreement
Project Account:
GL SUMMARY
030022 - 604100 $6,332.00
Date.
By. thorize Signature PO Total - $6,332.00
CITY OF
• FORM
ASHLAND
REQUISITION Date of request: 10/2912018
Vendor Name Brown & Brown Northwest
Address, City, State, Zip 2701 NW Vaughn Street, Suite 340, P.O. Box 29018, Portland, OR 97296-9018
Contact Name Sandy Orr, Local Branch Supervisor
Telephone Number (541) 494-2687
Email address
sorr(c)bbnw.com
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency
❑ Reason for exemption: Date approved by Council: ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 -(Attach copy of council communication) ❑ Written quote or proposal attached
❑ Written quote or proposal attached If council approval required, attach co of CC
❑ Small Procurement ❑ Request for Proposal Cooperative Procurement
Not exceeding $5,000 Date approved by Council: ❑ State of Oregon
❑ Direct Award (Attach copy of council communication Contract #
❑ Verbal/Written quote(s) or proposal(s) 0 Request for Qualifications (Public Works) ❑ State of Washington
Intermediate Procurement Date approved by Council: Contract #
GOODS & SERVICES (Attach copy of council communication) ❑ Other government agency contract
Greater than $5,000 and less than $100,000 ❑ Sole Source Agency
❑ (3) Written quotes and solicitation attached ❑ Applicable Form (#5,6, 7 or 8) Contract #
PERSONAL SERVICES ❑ Written quote or proposal attached Form Intergovernmental Agreement
Greater than $5,000 and less than $75,000 ❑ Form #4, Personal Services >$5K & <$75K Agency
❑ Direct appointment not to exceed $35,000 Special Procurement El Annual cost to City does not exceed $25,000.
❑
❑(3) Written proposals/written solicitation ❑ Form #9, Request for Approval Agreement approved by Legal and approved/signed by
❑ Form #4, Personal Services >$5K & <$75K City Administrator. AMC 2.50.070(4)
❑ Written quote or proposal attached
Date approved by Council: Annual cost to City exceeds $25,000, Council
'
Valid until: (Date) approval required. (Attach copy of council communication)
Description of SERVICES Total Cost
Extension of four months (November 2018 through February 2019) on consultant services
agreement for risk management consulting for the City of Ashland. ($1,583 per month)
$ 6,332.00
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
Per attached quote/proposal TOTAL COST
E,xpendit.use Fnusl be charged to .3 ads i - ray L~ 7vi i e j"f'aw:-! fr~
Project Number _ _ _ _ _ _ _ Account Number 030022 _ 4 604100 s 6,332.00
Project Number Account Number $
Project Number Account Number
IT Director its collaboration with epartmen! _10 PF,proye all hardowe and software purchases:
By signing this requisition form, I certify that the City's public contracting requirements have been satisfied. / T Date Support -Yes , No
Employee® 3 = Department Head:
(Equal to or greater than $5,000)
Department Manager/Supervisor: City Administrat6r:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year NO I.
:Fi ce Director- (Equal to or greater ~ n $5.000) Date
Form #3 - Requisition