HomeMy WebLinkAbout2025-115 AGRMT - Brown & Brown Insurance Services, Inc. Docusign Envelope ID: DDADCF46-1 F76-41 AB-A73C-97DC9A5D5263
CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT (this "Agreement"), effective July 1, 2025 (the "Effective Date"), is
made by and between CITY OF ASHLAND ("Company"), and BROWN & BROWN INSURANCE SERVICES, INC.,
("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
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Docusign Envelope ID: DDADCF46-1 F76-41 AB-A73C-97DC9A5D5263
intermediaries. "Confidential Information" means all this Agreement upon the happening of any one of the
nonpublic information and all documents and other following causes: (i) Suspension or termination of
tangible items (whether recorded information, on Consultant's insurance license in the State of Oregon
paper, in computer readable format or otherwise) if not cured by Consultant within sixty (60) days
relating to the disclosing party's business (including following such suspension or termination; (ii)
without limitation business plans, manner of doing
business, business results or prospects), proposals, Consultant's participation in any fraud; or (iii)
recommendations, marketing plans, reports, any of Consultant's material failure to properly perform its
which (i) at the time in question is either protectable duties and responsibilities hereunder because of
as a trade secret or is otherwise of a confidential Consultant's gross neglect, proven dishonesty, or
nature (and is known or should reasonably be known commission of a felony.
by receiving party as being of a confidential nature)
and (ii) has been made known to or is otherwise (c) Notwithstanding the provisions in
learned by receiving party as a result of the sub-paragraph (a) above, Consultant may terminate
relationship under this Agreement. Confidential this Agreement upon the happening of any one of the
Information should be protected with the same following causes: (i) Company's failure to pay any
reasonable care as each party protects its own Consultant Services Fee more than five (5)days after
Confidential Information.
such payment is due; (ii) Company's participation in
Confidential Information will not include any any fraud; or (iii) Company's material failure to
information, documents or tangible items which (i)are properly perform its duties and responsibilities
a matter of general public knowledge or which hereunder because of Company's gross neglect,
subsequently becomes publicly available (except to proven dishonesty,or commission of a felony.
the extent such public availability is the result of a
breach of this Agreement), (ii) were previously in Termination for any cause enumerated in sub-
possession of receiving party as evidenced by paragraphs (b)or (c)shall become effective upon the
receiving party's existing written records, or (iii) are delivery of written notice of termination to the
hereafter received by receiving party on a non- breaching party or at such later time as may be
confidential basis from another source who is not, to specified in the written notice.
receiving party's knowledge, bound by confidential or
fiduciary obligations to disclosing party or otherwise
prohibited from transmitting the same to receiving (d) Termination of this Agreement
party, or (iv) information subject to a valid public shall not release Company from any accrued
records request. In the event that Consultant or obligation to pay any sum to Consultant (whether then
Company become legally compelled to disclose any or thereafter payable) or operate to discharge any
of the Confidential Information, they shall provide the liability incurred prior to the termination date.
other party with prompt notice so that such party may
seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this g. Notices. Any notices required or permitted
Agreement. In the event that such protective order or to be given under this Agreement shall be sufficient if
other remedy is not obtained, or that the other party in writing by Certified Mail to:
waives compliance with the provisions of the
Agreement, such party may disclose such information If to Company:
as is necessary or advisable to comply with the legal
process. 20 E Main Street,Ashland, OR 97520
Attn: Sabrina Cotta
7. Termination. Email: sabrina.cottaAashland.or.us
(a) Either party may terminate this If to Consultant:
Agreement, without cause and for any reason 3256 Hillcrest Park Drive, Medford, OR 97504
whatsoever, by giving written notice of termination to Attn: David F. Cuttrell
the other party at least thirty (30) days prior to the Email: david.cuttrell2bbrown.com
effective date of termination, which shall be specified
in such written notice. With a copy to:
(b) Notwithstanding the provisions in Brown &Brown, Inc.
300 N. Beach Street
sub-paragraph (a) above, Company may terminate Daytona Beach, FL 32114
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Docusign Envelope ID: DDADCF46-1 F76-41 AB-A73C-97DC9A5D5263
Attn: Legal Department SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH POTENTIAL LOSS OR
DAMAGE.
or such other address as either shall give to the other
in writing for this purpose. 12. Assignment. Neither this Agreement nor
any of the rights, interests or obligations hereunder
9. Severability. The invalidity or shall be assigned by any of the parties hereto
unenforceability of any provision of this Agreement (whether by operation of law or otherwise)without the
shall in way affect the validity or enforceability of prior written consent of the other party, which consent
any otherr provision. shall not be unreasonably withheld, conditioned or
delayed. This Agreement will be binding upon, inure
10. Oregon Law Applies; Venue. This to the benefit of, and be enforceable by the parties
Agreement shall be governed by and construed and and their respective successors and permitted
enforced in accordance with the laws of the State of assigns.
Oregon without regard to its conflicts of laws
principles. Exclusive venue is agreed to be in a state 13. Entire Agreement. This Agreement
or federal court of competent jurisdiction in or for (including the schedules, documents and instruments
Jackson County, Oregon. referred to herein or attached hereto) constitutes the
entire agreement and supersedes all prior
11. Limitation of Liability; Waiver of Jury agreements and understandings, both written and
Trial. THE PARTIES WAIVE ANY RIGHT TO A oral, between the parties with respect to the subject
TRIAL BY JURY IN THE EVENT OF LITIGATION matter hereof. The Agreement shall not be modified
ARISING OUT OF THIS AGREEMENT. IN NO except by a written agreement dated subsequent to
EVENT WILL EITHER PARTY BE LIABLE TO THE the date of this Agreement and signed on behalf of
OTHER PARTY OR ANY OTHER PERSON FOR Company and Consultant by their respective duly
ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR authorized representatives.
INCIDENTAL DAMAGES, INCLUDING LOSS OF
PROFITS, REVENUE, DATA OR USE, EVEN IF
[Remainder of page intentionally left blank—Signature page follows.]
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Docusign Envelope ID: DDADCF46-1 F76-41 AB-A73C-97DC9A5D5263
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
COMPANY: CONSULTANT:
CITY OF ASHLAND BROWN &BROWN INSURANCE SERVICES, INC.
Signed by: S' d by:
FSAW,"
By: "A"� By: � � � CV
Name: Snna Gotta Name: IUUttre
Title: City Manager Title: Executive Vice President
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Docusign Envelope ID: DDADCF46-1 F76-41 AB-A73C-97DC9A5D5263
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;
(d)Flood (Package); (e)Commercial Automobile; (f) Inland Marine; (g)General Liability; (h)Liquor Liability; (i)
Umbrella/Excess Liability; Q)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.
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Docusign Envelope ID: DDADCF46-1 F76-41 AB-A73C-97DC9A5D5263
SCHEDULE B
COMPENSATION
Consultant Services Fee:
In consideration of the Services, Company shall compensate Consultant in the amount of THIRTY-FOUR
THOUSAND AND NINE HUNDRED SIXTY-SEVEN DOLLARS AND 00/100 ($34,967.00) (the "Consultant Services
Fee"). The Consultant Services Fee shall be fully earned and paid upon the Company's execution and delivery of this
Agreement. In the event of termination of this Agreement prior to the end of the term, the unearned portion of the
Consultant Services Fee will be returned to the Company on a pro rata basis.
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:
Workers Compensation
Surety
Aviation Liability
Flood
Pollution Liability
Accident Insurance
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