HomeMy WebLinkAbout2022-184 PO 20230122 and Contract - Brown & Brown of Oregon LLC - Medford Purchase Order
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Fiscal Year 2023 Page: 1 of: 1
B City of Ashland
ATT. Accounts Payable
� 20 E. MainPurchase
Ashland, OR 97520 20230122
Order#
T Phone: 541/552-2010
O Email: payable@ashland.or.us
V H C/O Administration
E BROWN & BROWN OF OREGON LLC - MEDFORD 1 20 East Main St
N PO BOX 743059 P Ashland, OR 97520
D LOS ANGELES, CA 90074-3059 Phone: 541/488-6002
O T Fax: 541/488-5311
R O
:. a_ tmtr=
Sabrina Cotta
_=-
09/08/2022 1144 FOB ASHLAND OR/NET30 Citv Accounts Pa able
Risk Management FY 2023
1 MODIFIED: Risk Managgement Services - FY 2023 $0.01 $0.01
Term: 07/01/2022 to 06/30/2023
Annual Fee $32,000.00
(Invoice paid in July 2022. PO being issued to track contract.) 1.0
Project Account:
*************** GL SUMMARY***************
030022-604100 $0.01
By: Date:
Authorize o Sig'n4fdre $0.01
INVOICE
Mail payment im
fbmwn Drown of Oiegon,LLC „' City Of Ashland
M Brown&Brown BP.o.r3ox743959
Log Angeles,CA 00074.3059 D9
325455
Overnight payment to: � 07/14/2022
Brown A Brown of Oregon,LLC
Lockfwx 743059 (541)772-1111
V06 Media Center Drive a i,
To Pay Online:bbow-medfwd,epaypolicy.com Los Angoles.CA 9W6.1133
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$ 32,000,00
City Of Ashland
20 E Main St Invoiae#9299912
Ashland,OR 97520 2022AGENCY FEE
Thank you
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Customer:City Of Ashland
" Ilf dsT' F d r SPIN,,�/ ,en
Service Agreement#2022 AGENCY FEE
07/01/2022-07/0112025
9299912 07/01/2022 New Business Service,
Fee in Lieu of Commission 2022 32,000,00
9r� tt�r�,
PLEASE RETURN TO PAYABLES ..
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� 32,aan,aa
# xx�rw a FUtttrk3 Invoices*a
07/01/2023 32,960.001 07/01/2024 33,949,001 'mani( Yot1
Meese Remit Payment Upon Receipt
'PIOc,
07/14/2022 ,,;,
FORM #3 1 T Y 0 F
ASHLAND
REQUISITION Date of request: T-Jo-
Required date for delivery:
Vendor Name &COLiA + R>rOwA 11bryiX um-'st
Address,City,State,Zip 0 PJ Z901r
Contact Name&Telephone Number ok 9 5?0/9
Email address
SOURCING METHOD
171 Exempt from Competitive Bidding F1 Invitation to Bid El Emergency
El Reason for exemption: Date approved by Council: 171 Form#13,Written findings and Authorization
El AMC 2.50 _(Attach copy of council communication) 171 Written quote or proposal attached
El Written quote or proposal attached _(If council approval required,attach copy of CC)
171 Small Procurement 171 Request for Proposal Cooperative Procurement
Not exceeding$5,000 Date approved by Council: El State of Oregon
El Direct Award _(Attach copy of council communication) Contract 4
❑ Verbal/Written bid(s)or proposal(s) El Request for Qualifications(Public Works) E] State of Washington
Date approved by Council: Contract#
_(Attach copy of council communication) El Other government agency contract
Intermediate Procurement 0 Sole Source Agency
GOODS&SERVICES El Applicable Form(#5,6,7 or8) Contract#
Greater than$5,000 and less than$100,000 171 Written quote or proposal attached Intergovernmental Agreement
F1 (3)Written bids&solicitation attached El Form#4,Personal Services$5K to$75K Agency
PERSONAL SERVICES Date approved by Council: 171 Annual cost to City does not exceed$25,000.
Greater than$5,000 and less than$75,000 Valid until: (Date) Agreement approved by Legal and approved/signed by
El Less than$35,000,by direct appointment 1771 Special Procurement City Administrator.AMC 2.50.070(4)
El (3)Written proposals&solicitation attached El Form#9,Request for Approval El Annual cost to City exceeds$25,000,Council
El Form#4,Personal Services$5K to$75K 171 Written quote or proposal attached approval required,(Attach copy of council communication)
Date approved by Council:
Valid until: (Date)
Description of SERVICES
-;e'ro TOTAL COST
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
L -1
E] Per attached quote/proposal TOTAL COST
Project Number— — — — — —-— — — Account Number 0,3()Q2Z-- -q/c()
Account Number_ _ _ _ _ _-_ _ _ _ _ _ Account Number
*Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support-Yes/No
By signing this requisition form,I certify that the City's public contracting requirements have been satisfied.
Employee: Department Head: qual to or Ater than$5,000)
Department Manager/Supervisor: City Manager: 4m,
$35000)
(Greater than Z
Funds appropriated for current fiscal year: ('Y�g&iNO
Finance Director-(Equal to or greater than$5,000) Date
Comments:
Form#3-Requisition
DocuSign Envelope ID:2CE0689E-BOB4-47A2-BFCO-CB86EABFOA01
CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT (this "Agreement"), effective July 1, 2022 (the "Effective Date"), is
made by and between CITY OF ASHLAND ("Company"), and BROWN & BROWN OF OREGON, LLC, dba
BROWN&BROWN NORTHWEST,("Consultant").
Background
Company 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 at the request of Consultant. Company further agrees
commence on the Effective Date and continue for a to provide Consultant with notice of any material
period of one (1) year, unless sooner terminated as changes in Company's business operations, risk
herein provided. exposures or in any other material information
provided under this Agreement. In addition, Company
2. Relationship of Parties. Consultant is an shall carefully read each insurance policy issued to
independent contractor and nothing in this Agreement Company in order to confirm the accuracy of the facts
is intended nor shall be construed to create an reflected therein and that the policy(ies)contain(s)the
employer/employee relationship, a joint venture terms and coverages desired. Company is
relationship or partnership relationship. In responsible for recommending any changes to
consideration of the compensation paid to the insurance policies issued to Company.
Consultant by the Company, Consultant will provide
services to the Company as an insurance consultant. 5. Compensation. In consideration of the
Company acknowledges that Consultant, or its parent Services, Company shall compensate Consultant as
company, Brown&Brown, Inc. ("Parent"), and related set forth in Schedule B (the "Consultant Services
or affiliated companies (collectively with Parent, "B&B Fee"), With regard to the Consultant Services Fee,
Affiliates"), may provide services as an insurance Company and Consultant acknowledge and agree as
agent on behalf of certain insurance carriers or risk- follows:
bearing entities. Company expressly consents to
such relationship, if applicable, in the rendition of (a) Compensation for the Services
services by Consultant under this Agreement. specified under this Agreement is exclusive of all
federal, state and local sales, use, excise, receipts,
3. Consultant Services. Consultant, subject gross .income and other similar taxes and
to the terms of this Agreement, shall provide certain governmental charges and fees. Any such taxes,
services set forth in the attached Schedule A (the charges or fees for the Services under this
"Services"). Nothing in this Agreement shall be Agreement, now imposed or hereafter imposed during
construed to impose any obligations on the term of this Agreement,shall be in addition to the
Consultant, or limitations on Consultant's compensation, premiums and charges set forth in this
compensation, relative to services other than as Agreement and shall be paid by Company upon
specifically delineated above. request.
4. Company Responsibilities. In (b) Company acknowledges and
consideration of the Services provided by Consultant, agrees that the Consultant Services Fee is
'Company agrees as follows: reasonable in relation to the Services to be provided
by Consultant hereunder.
(a) Company shall cooperate fully with
Consultant and the insurance companies with whom
Consultant solicits in the performance of Consultant's 6. Confidentiality. To the extent consistent
obligations under this Agreement. with performances of Consultant's duties under this
Agreement, Consultant and Company agree to hold in
(b) Company shall timely produce confidence Confidential Information (defined below).
complete and accurate information including, but not Company acknowledges, however, that Consultant
limited to, current financial information, statements of will disclose Confidential Information as reasonably
values, loss information and any other information, required in the ordinary course of performing the
necessary for the effectuation of insurance coverage Services to insurance companies and other insurance
Page 1 of 6
DocuSign Envelope ID:2CE0689E-BOB4-47A2-BFCO-CB86EABFOA01
intermediaries. "Confidential Information"means all following causes: (i) Suspension or termination of
nonpublic information and all documents and other Consultant's insurance license in the State of Oregon
tangible items (whether recorded information, on if not cured by Consultant within sixty (60) days
paper, in computer readable format or otherwise) following such suspension or termination; (ii)
relating to the disclosing party's business (including Consultant's participation in any fraud; or (iii)
without limitation business plans, manner of doing Consultant's material failure to properly perform its
business, business results or prospects), proposals,
recommendations, marketing plans, reports, any of duties and responsibilities hereunder because of
which (i) at the time in question is either protectable Consultant's gross neglect, proven dishonesty, or
as a trade secret or is otherwise of a confidential commission of a felony.
nature (and is known or should reasonably be known
by receiving party as being of a confidential nature) (c) Notwithstanding the provisions in
and (ii) has been made known to or is otherwise sub-paragraph (a) above, Consultant may terminate
learned by receiving party as a result of the this Agreement upon the happening of any one of the
relationship under this Agreement. Confidential following causes: (i) Company's failure to pay any
Information should be protected with the same Consultant Services Fee more than five(5)days after
reasonable care as each party protects its own such payment is due; (ii) Company's participation in
Confidential Information.
any fraud; or (iii) Company's material failure to
Confidential Information will not include any properly perform its duties and responsibilities
information, documents or tangible items which (i) are hereunder because of Company's gross neglect,
a matter of general public knowledge or which proven dishonesty,or commission of a felony.
subsequently becomes publicly available (except to
the extent such public availability is the result of a Termination for any cause enumerated in sub-
breach of this Agreement), (ii) were previously in paragraphs (b)or(c)shall become effective upon the
possession of receiving party as evidenced by delivery of written notice of termination to the
receiving party's existing written records, or (iii) are breaching party or at such later time as may be
hereafter received by receiving party on a non- specified in the written notice.
confidential basis from another source who is not, to
receiving party's knowledge, bound by confidential or (d) Termination of this Agreement shall
fiduciary obligations to disclosing party or otherwise
prohibited from transmitting the same to receiving not release Company from any accrued obligation to
party. In the event that Consultant or Company pay any sum to Consultant(whether then or thereafter
become legally compelled to disclose any of the payable) or operate to discharge any liability incurred
Confidential Information, they shall provide the other prior to the termination date.
party with prompt notice so that such party may seek
a protective order or other appropriate remedy and/or 8. Notices, Any notices required or permitted
waive compliance with the provisions of this to be given under this Agreement shall be sufficient if
Agreement. In the event that such protective order or in writing by Certified Mail to:
other remedy is not obtained, or that the other party
waives compliance with the provisions of the If to Company:
Agreement,such party may disclose such information
as is necessary or advisable to comply with the legal 20 E Main Street,Ashland,OR 97520
process. Attn:Joseph L. Lessard
Email:joe.lessard a ashland.or.us
7. Termination.
If to Consultant:
(a) Either party may terminate this 3256 Hillcrest Park Drive, Medford, OR 97504
Agreement, without cause and for any reason Attn: David F.Cuttrell
whatsoever, by giving written notice of termination to Email:david.cuttrell(a_bbrown.com
the other party at least thirty (30) days prior to the
effective date of termination, which shall be specified With a copy to:
in such written notice. Brown&Brown,Inc.
300 N. Beach Street
(b) Notwithstanding the provisions in Daytona Beach, FL 32114
sub-paragraph (a) above, Company may terminate Attn: General Counsel
this Agreement upon the happening of any one of the
Page 2 of 6
DocuSign Envelope ID:2CE0689E-BOB4-47A2-BFCO-CB86EABFOA01
or such other address as either shall give to the other POSSIBILITY OF SUCH POTENTIAL LOSS OR
in writing for this purpose. DAMAGE.
9. Severability. The invalidity or 12. Assignment. Neither this Agreement nor
unenforceability of any provision of this Agreement any of the rights, interests or obligations hereunder
shall in no way affect the validity or enforceability of shall be assigned by any of the parties hereto
any other provision. (whether by operation of law or otherwise)without the
prior written consent of the other party,which consent
10. Oregon Law Applies; Venue. This shall not be unreasonably withheld, conditioned or
Agreement shall be governed by and construed and delayed. This Agreement will be binding upon, inure
enforced in accordance with the laws of the State of to the benefit of, and be enforceable by the parties
Oregon without regard to its conflicts of laws and their respective successors and permitted
principles. Exclusive venue is agreed to be in a state assigns.
or federal court of competent jurisdiction in or for
Jackson County, Oregon. 13. Entire Agreement. This Agreement
(including the schedules, documents and instruments
11. Limitation of Liability; Waiver of Jury referred to herein or attached hereto) constitutes the
Trial. THE PARTIES WAIVE ANY RIGHT TO A entire agreement and supersedes all prior
TRIAL BY JURY IN THE EVENT OF LITIGATION agreements and understandings, both written and
ARISING OUT OF THIS AGREEMENT, IN NO oral, between the parties with respect to the subject
EVENT WILL EITHER PARTY BE LIABLE TO THE matter hereof. The Agreement shall not be modified
OTHER PARTY OR ANY OTHER PERSON FOR except by a written agreement dated subsequent to
ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR the date.of this Agreement and signed on behalf of
INCIDENTAL DAMAGES, INCLUDING LOSS OF Company and Consultant by their respective duly
PROFITS, REVENUE, DATA OR USE, EVEN IF authorized representatives.
SUCH PARTY HAS BEEN ADVISED OF THE
[Remainder of page intentionally left blank—Signature page follows.]
Page 3 of 6
DocuSign Envelope ID:2CE0689E-BOB4-47A2-BFCO-CB86EABFOA01
IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.
COMPANY: CONSULTANT:
CITY OF ASHLAND BROWN & BROWN OF OREGON, LLC, dba BROWN &
BRO T0WIST
By:C— � By: �aw
n Men
Na e: Name: 4TCr
Title: C` t \tLi f' Title: Executive Vice President
Page 4 of 6
DocuSign,
Certificate Of Completion
Envelope Id:2CE0689EBOB447A2BFCOCB86EABFOA01 Status:Completed
Subject:Please DocuSign:Brown_Brown2022Contract.pdf
Source Envelope:
Document Pages:6 Signatures: 1 Envelope Originator:
Certificate Pages:1 Initials:0 Sandy Orr
AutoNav:Enabled Sandy.Orr@bbrown.com
Envelopeld Stamping:Enabled IP Address:67.51.46.34
Time Zone:(UTC)Dublin,Edinburgh,Lisbon,London
Record Tracking
Status:Original Holder:Sandy Orr Location:DocuSign
8/3/2022 12:56:53 AM Sandy.Orr@bbrown.com
Signer Events Signature Timestamp
by:David F.Luttrell [D—Sill1d Sent:8/3/2022 12:57:55 AM
david.cuttrell@bbrown.com aw' , �, l uttrt.t.�. Viewed:8/3/2022 12:32:44 PM
Executive Vice President E5C7F8o2FCEF4Co... Signed:8/3/2022 12:32:54 PM
Brown&Brown, Inc.
Signature Adoption:Pre-selected Style
Security Level:Email,Account Authentication
(None) Using IP Address: 174.211.235.216
Signed using mobile
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/3/2022 12:57:55 AM
Certified Delivered Security Checked 8/3/2022 12:32:44 PM
Signing Complete Security Checked 8/3/2022 12:32:54 PM
Completed Security Checked 8/3/2022 12:32:54 PM
Payment Events Status Timestamps
DocuSign Envelope ID:2CE0689E-BOB4-47A2-BFCO-CB86EABFOA01
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)Commercial Property;(b)Boiler&Machinery; (c)
Earthquake/DIC; (d)Flood(Package); (e)Commercial/Auto Trucking/Garage;(f)Inland Marine;(g)General Liability;
(h)Liquor Liability;(1)Umbrella/Excess Liability; 0)Professional Liability; (k)Directors&Officers Liability; (1)
Employment Practices Liability;(m)Aviation Liability;(n)Environmental 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 5 of 6
DocuSign Envelope ID:2CE0689E-BOB4-47A2-BFCO-CB86EABFOA01
SCHEDULE B
COMPENSATION
Consultant Services Fee:
In consideration of the Services, Company shall compensate Consultant in the amount of THIRTY TWO
THOUSAND AND NO DOLLARS AND 00/100 ($32,000.00) (the "Consultant Services Fee"), The Consultant
Services Fee shall be fully earned and paid in annual installments for a term of one (1) year upon the Company's
execution and delivery of this Agreement.
Page 6 of 6
relationshipCONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVIC S AGREEMENT (this "Agreement"), effective July 1, 2022 (the "effect! e#64te"), is
made by and between CITY F ASHLAND ("Company"), and BROWN & BROWN OF OREGO r/'LLC d
Background
VE
AG
Is—
su
Company wishes to retain Consultant perform certain specified advisory services as described In this Agreement.
Consultant wishes to perform such s ices according to the terms and conditions in this Agreement for the
compensation set forth in this Agreement, The parties agree as follows:
ter of this Agree nt shall at the request of Consultant. Compari�y further agrees
n�l on the EWecti a Date and conti a for a to provide Consultant with noti3O of any material
per,, f three(3)year, Ness sooner termi ted as changes in Company's busiorss operations, risk
fo
he
herel rovided. ad a exposures or In any othef` material information
2. Relationship of Parties,
antan shall carefully re aid-e:ap insurance policy Issued to
independent contractor and nothing in this,Agree ant Company in order to onfirrm the accuracy of the facts
Is intended nor shall -be construed to create an reflected therein aridthat the pollcy(les)contain(s)the
employer/employee relationship, a joint vent e terms and verages desired. Company is
—_— _ partnership—_ relationship.
compensationconsideration of the p
aid to th insurance licies issued to Company.
Consultant by the Company, Consultant will provide
In
sp
services mthe Company as a, insurance consultant. 5. Compensation. In consideration of the
Company acknowledges that Consultant, or Its parent Se ices, Company shall compensate Consultant as
company, Brown&Brown, Inc. ("Parent!'), and related 1p t forth in Schedule B (the "Consultant Services
or affiliated companies (collectively with Parent, "B&B Fee"). With regard to the Consultant Services Fee;
Affiliates"), may provide services as an insurance Company and Consultant acknowledge and agree as
agent on behalf of certain Insurance carriers or risk- follows:
bearing entities. Company expressly consents
ed
ices
ce Corn
such relationship,_ —_— ' applicable,
services by Consultant under this Agreement. sp cified under this Agreement Is exclusive of all
ed all. state d local sales, use, excise, receipts,
Iros%T
3. Consultant Services. Consu nt, subject In om:n and other similar taxes and
to the terms of this Agreement, shall rovide certain ,ver�menitrl charges and fees. Any such taxes,
services s* forth in the uvuo charg 0 fees for the Services under this
"Services"). Nothing In this Ag reernent shall be Agre m�t,tnow imposed or hereafter imposed during
tie t:rn
construed to Impose " obligations on h his Agreement,shall be in addition to the
Consultant, or limhti s on ConsultanVs compensat�n,premiums and charges set forth in this
compensation,
specifically delineated ove. request.
� �wnpww ',
consideration of tpe Services provided by Consultant, agrees that th Consultant Services Fee is
Company agree as follows: reasonable in rela' n to the Services to be provided
pan/ag ee
"' Consultant.,~
reu der.
(a) Company shall cooperate fully with
Consultan and the insurance companies with whom
It t 11 al To
Consult t solicits In the performance of Consultant's 6. Confidentiall To the extent consistent
oblig ons under this Agreement. with performances of Go sultant's duties under this
Agreement, Consultant and ompany agree to hold in
- Company ohoU timely produce confidence Confidential Inflo ation (defined below).complete and accurate information Including, but not Company acknowledges, however,
limited to, current financial |nfhnnoUnn, statements of will diao|uoe Cnn8danUo| In as reasonably
values, (nou |nihnnaUnn and any other information, required In the ordinary course of pndbnninO the
necessary for the effectuation nf insurance coverage Services to insurance companies and other insurance
Page 1ofO
'
|
i
�
�
i
|
|
/
Intermediaries. "Confidential Information"means all following oeuaau: NGuopenokm or termination of
nonpublic Information and all documents and other Consultant's insurance license In the State of Oregon
tangible Items (whether recorded |nhonnoUnn. on If not cured by Consultant'within sixty (60) days
paper, In computer readable hunnat or otherwise)
following such suspension or termination; (ii)
relating to the disclosing padty'u buo|m*on (including Cunuu|tanya participation In any fraud; or (iii}
without ||m|todun buo|naoo plans, manner of doing Consultant's material failure to properly pedhnn its
hua|neou, business mouka or pmnpoctu), pmp000|o,
recommendations, marketing p|onn, reports, any of duties end responsibilities hereunder because of
which (|) e( the time In question |u either pmhoutob|e Consultant's gmmo nag|oct, proven diahnnoxty, or
as a trade u000et or Is otherwise of e confidential commission ufofelony.
nature (and Is known or should reasonably be known
by receiving party as being of onnfidonUo| nature) (u) Notwithstanding the provisions in
and (||) has been made known to or is otherwise sub-paragraph (a) above. Consultant may terminate
|eomud by receiving party as a result of the this Agreement upon the happening of any one of the
m|uUunoh|p under this Agreement. Confidential fuUmv|nQ causes: (V Company's failure to pay any
|nfnmooUon should be protected with the same Consultant Services Fee more than five(5)days after
reasonable care as each party pmtodo its own such payment iadue; (ii) Company's participation in
Confidential Information
. any fraud; or (III) Company's material failure to
Confidential Information will not include anyproperlyperformItsduties and responsibilities
Information, documents or tangible items which (1)are hereunder because of Company's gross noglect,
a matter of general public knowledge or which proven dishonesty,or commission ofofelony.
subsequently becomes publicly available (except to
the extent such public availability is the result of Termination for any cause enumerated in sub-
breach of this Agreement), (Ii) were previously In paragraphs (b)or(o)shall become effective upon the
possession of receiving party as evidenced by delivery of written notice of VanninaUun to the
receiving party'e existing written moon]u. or (iii} are breaching party or at such /ohor time as may be
hereafter received by receiving Party on a non- specified in the written notice.
confidential basis from another source who is not, to
receiving pedY'aknmw|adQe bound
' W) Term|naUonnfthis Agmemontshall
fiduciary nb|�oUonm to disclosing party or otherwise
prohibited from transmitting the same to receiving
party. Company from any aocruadob|igoUunb
pody. In the event that Consultant or Company pay any sum hoConsultant(whether then orthereafter
become legally compelled to disclose any of the Poyob|n) or operate k,discharge any liability incurred
Confidential Information, they shall provide the other prior Vo the termination date.
party with prompt notice ao that such party may seek
o protective order or other appropriate remedy and/or O. Notices. Any notices required or penn|#ad
-- — waive compliance with the provisions of this (obegiven under this Agreement shall be sufficient|[
Agreement. |n the event that such protective order ur in writing by Certified Mail to:
other remedy Is not obhained, or that the other party
wm|vou compliance with the provisions of the |fhoCompany:
Agreement,such party may disclose such information
as in necessary or advisable to comply with the legal 20 EMo|n Street,Ashland,OR87§2O
process. �Attn:Joseph L Looeon1
Email:
7. Termination.
|fhoConsultant:
(a) Either party may terminate this 3256 Hillcrest Park Drive,Medford,OR975O
Agreement, without cause and for any reason Attn: David F.CuMmU
whatsoever, bY giving written notice of termination to Email:
the other party at least thirty (30) doyo prior (nthe
effective date of termination, which ohoU be opeo|8od With m copy to:
in such written notice,
Brown&Brown,Inc.
300N. Beach Street
(b) Notwithstanding the provisions in Daytona Beach,FL521i4
sub-paragraph (a) above, Company may terminate Attn:General Counsel
this Agreement upon the happening of any one of the
Page 2ofO
!
i
or such other address as either shall give to the other POSSIBILITY OF SUCH POTENTIAL LOSS OR
in writing for this purpose. DAMAGE.
9. Severability. The invalidity or 12. Assignment. Neither this Agreement nor
unenforceability of any provision of this Agreement any of the rights, interests or obligations hereunder
shall in no way affect the validity or enforceability of shall be assigned by any of the parties hereto
any other provision. (whether by operation of law or otherwise)without the
prior written consent of the other party,which consent
10. Oregon Law Applies; Venue. This shall not be unreasonably withheld, conditioned or
Agreement shall be governed by and construed and delayed. This Agreement will be binding upon, inure
enforced in accordance with the laws of the State of to the benefit of, and be enforceable by the parties
Oregon without regard to its conflicts of laws and their respective successors and permitted
principles. Exclusive venue is agreed to be in a state assigns.
or federal court of competent jurisdiction in or for
Jackson County, Oregon. 13. Entire Agreement. This Agreement
(including the schedules, documents and instruments
11, Limitation of Liability; Waiver of Jury referred to herein or attached hereto) constitutes the
Trial. THE PARTIES WAIVE ANY RIGHT TO A entire agreement and supersedes all prior
TRIAL BY JURY IN THE EVENT OF LITIGATION agreements and understandings, both written and
ARISING OUT OF THIS AGREEMENT. IN NO oral, between the parties with respect to the subject
EVENT WILL EITHER PARTY BE LIABLE TO THE matter hereof. The Agreement shall not be modified
OTHER PARTY OR ANY OTHER PERSON FOR except by a written agreement dated subsequent to
ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR the date of this Agreement and signed on behalf of
INCIDENTAL DAMAGES, INCLUDING LOSS OF Company and Consultant by their respective duly
PROFITS, REVENUE, DATA OR USE, EVEN IF authorized representatives. j
SUCH PARTY HAS BEEN ADVISED OF THE
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Page 3 of 6 j
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IN WITNES WHEREOF,the parties have executed this Agreement as of the Effective Date./^^
COMPANY: CONSULTANT:
CITY OF ASHLAN BROWN & BROWN ,� OREGON, LLC, dba BROWN &
BROWN NORTH , 6T
By: Bv:
Title: "' l o ., ..> el;,,.,Name: C �,' Nam_
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Page 4 of 6
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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)Commercial Property;(b)Boiler&Machinery; (c)
Earthquake/DIC;(d)Flood(Package);(e)Commercial/Auto Trucking/Garage;(f)Inland Marine;(g)General Liability;
(h)Liquor Liability;(1)Umbrella/Excess Liability; Q)Professional Liability;(k)Directors&Officers Liability; (1)
Employment Practices Liability;(m)Aviation Liability;(n)Environmental Liability;
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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.
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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.
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Analyze past and current claim and loss history information and advise City of significant implications for City's
insurance program.
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Claims and Risk Management Services: l
Claim Review—Workers'Compensation i
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:
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Analyze current insurance rriarket conditions and advise City of significant implications for City insurance program.
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Facilitate marketing and procure quotat6ions from carriers;review and analyze quotations and provide proposals for
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review by City.
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Secure and bind all coverage accepted by City,when applicable.
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Page 5 of 6
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SCHEDULE B
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COMPENSATION
Consultant Services Fee:
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In consideration of the Services, Company shall compensate Consultant in the amount of NINETY EIGHT
THOUSAND NINE HUNDRED AND NINE DOLLARS AND 00/100 ($98,909.00) (the "Consultant Services Fee").
The Consultant Services Fee shall be fully earned and paid in annual installments for a term of three(3)years upon
the Company's execution and delivery of this Agreement, as follow: 7/1/2022 — $32,000; 7/1/2023 - $32,960;
7/1/2024-$33,949, i
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Page 6 of 6
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