HomeMy WebLinkAbout2015-076 Contract - Brown & Brown Northwest
CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT (this "Agreement"), effective March 1, 2015 (the "Effective Date"), is
made by and between CITY OF ASHLAND ("City'), and the Medford office of BROWN & BROWN OF OREGON,
LLC, D/BAf BROWN & BROWN NORTHWEST ("Consultant"). By signing this agreement. City consents to
assignment of its attached contract with Beecher Carlson Insurance Agency LLC (Exhibit'T') to Brown &
Brown of Oreclon. LLC, and Consultant agrees that each of the terms and conditions of the contract set
forth in Exhibit "1" and its ancillary attachments take precedence over and supersede any discrepant or
conflicting terms and conditions within this agreement and its ancillary Schedules A and B
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 (b) City shall timely produce complete
commence on the Effective Date and continue for a and accurate information including, but not limited to,
period of one (1) year, unless sooner terminated as current financial information, statements of values,
herein provided. loss information and any other information, necessary
for the effectuation of insurance coverage at the
2. Relationship of Parties. Consultant is an request of Consultant. City further agrees to provide
independent contractor and nothing in this Agreement Consultant with notice of any material changes in
is intended nor shall be construed to create an City's business operations, risk exposures or in any
employerlemployee relationship. a joint venture other material information provided under this
relationship or partnership relationship. In Agreement. In addition, City shall carefully read each
consideration of the compensation paid to the insurance policy issued to City in order to confirm the
Consultant by the City, Consultant will provide accuracy of the facts reflected therein and that the
services to the City as an insurance consultant. City policy(ies) contain(s) the terms and coverages
acknowledges that Consultant, or its parent company, desired. City is responsible for recommending any
Brown & Brown, Inc. ("Parent"), and related or changes to insurance policies issued to City.
affiliated companies (collectively with Parent, "B&B
Affiliates"), may provide services as an insurance 5. Compensation. In consideration of the
agent on behalf of certain insurance carriers or risk- Services, City shall compensate Consultant as set
bearing entities City expressly consents to such forth in Schedule B (the "Consultant Services Fee").
relationship, if applicable, in the rendition of services With regard to the Consultant Services Fee, City and
by Consultant under this Agreement. Consultant acknowledge and agree as follows:
3. Consultant Services. Consultant, subject (a) Compensation for the Services
to the terms of this Agreement, shall provide certain specified under this Agreement is exclusive of all
services set forth in the attached Schedule A (the federal, state and local sales, use, excise, receipts,
"Services"). Nothing in this Agreement shall be gross income and other similar taxes and
construed to impose any obligations on governmental charges and fees. Any such taxes.
Consultant. or limitations on Consultant's charges or fees for the Services under this
compensation, relative to services other than as Agreement, now imposed or hereafter imposed during
specifically delineated above. the term of this Agreement, shall be in addition to the
compensation, premiums and charges set forth in this
4. City Responsibilities. in consideration of Agreement and shall be paid by City upon request.
the Services provided by Consultant, City agrees as
follows: (b) City acknowledges and agrees that
the Consultant Services Fee is reasonable in relation
(a) City shall cooperate fully with to the Services to be provided by Consultant
Consultant and the Insurance companies with whom hereunder.
Consultant solicits in the performance of Consultant's
obligations under this Agreement. 6. Confidentiality. To the extent consistent
with performances of Consultant's duties under this
Page 1 of 6
City of Ashland
Brown & Brown Northwest
Consultant Services Agreement effective March 1. 2015
Agreement, Consultant and City agree to hold 'in effective date of termination, which shall be specified
confidence Confidential Information (defined below). in such written notice.
City acknowledges, however, that Consultant will (b) Notwithstanding the provisions in
disclose Confidential Information as reasonably sub-paragraph (a) above, City may terminate this
required in the ordinary course of performing the Agreement upon the happening of any one of the
Services to insurance companies and other insurance following causes: (i) Suspension or termination of
intermediaries. "Confidential Information" means all
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 property perform its
business, business results or prospects), proposals, duties and responsibilities hereunder because of
recommendations, marketing plans, reports, any of Consultant's gross neglect, proven dishonesty, or
which (i) at the time in question is either protectable commission of a felony.
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
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) City'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, (payment is due 30 days after
Confidential Information. receiving the billing invoice); (ii) City's participation in
any fraud; or (iii) City's material failure to properly
Confidential Information will not include any perform its duties and responsibilities hereunder
information. documents or tangible items which (i) are because of City's gross neglect, proven dishonesty, or
a matter of general public knowledge or which
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). (il) were previously in
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 (d) Termination of this Agreement shall
prohibited from transmitting the same to receiving not release City from any accrued obligation to pay
party. In the event that Consultant or City become any sum to Consultant (whether then or thereafter
legally compelled to disclose any of the Confidential payable) or operate to discharge any liability incurred
Information, they shall provide the other party with prior to the termination date. Upon termination.
prompt notice so that such party may seek a
protective order or other appropriate remedy and/or reconciliation for Consulting Services will
ly
waive compliance with the provisions of this completed and any remaining unused monthly
Agreement. In the event that such protective order or allocated Fee will be reimbursed to the City, based on
other remedy is not obtained, or that the other party a 30 day monthly allocation.
waives compliance with the provisions of the
Agreement, such party may disclose such information 8. Notices. Any notices required or permitted
as is necessary or advisable to comply with the legal to be given under this Agreement shall be sufficient if
process, in writing by Certified Mail to:
7. Termination. If to City:
City of Ashland
(a) Either party may terminate this 20 E. Main Street
OR 97520
Agreement, without cause and for any reason Ashland,
Attn: Lee T ungiber
eberg
whatsoever, by giving written notice of termination to Email: Ituneberie-ashiand or.us
the other party at least thirty (30) days prior to the
if to Consultant:
Page 2 of 6
City of Ashland
Brown & Brown Northwest
Consultant Services Agreement effective March . , 2015
ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR
Brown & Brown Northwest INCIDENTAL DAMAGES, INCLUDING LOSS OF
2701 NW Vaughn St, Suite 340 PROFITS, REVENUE, DATA OR USE, EVEN IF
Portland, OR 97210 SUCH PARTY HAS BEEN ADVISED OF THE
Attn: Jessica Getman POSSIBILITY OF SUCH POTENTIAL LOSS OR
Email: jgetmand-)bbnw.com DAMAGE.
With a copy to: 12. Assignment Neither this Agreement nor
Brown & Brown, Inc. any of the rights, interests or obligations hereunder
220 Ridgewood Ave shall be assigned by any of the parties hereto
Daytona Beach, FL 32114 (whether by operation of law or otherwise) without the
Attn: Came R. Brown, Corporate Counsel prior written consent of the other party, which consent
Email: cbrown &bbinsleoal.com shall not be unreasonably withheld, conditioned or
delayed. This Agreement will be binding upon, inure
or such other address as either shall give to the other to the benefit of, and be enforceable by the parties
in writing for this purpose. and their respective successors and permitted
assigns.
9. Severability. The invalidity or
unenforceability of any provision of this Agreement 13. Entire Agreement This Agreement
shall in no way affect the validity or enforceability of (including the schedules, documents and instruments
any other provision. referred to herein or attached hereto) constitutes the
entire agreement and supersedes all prior
10. Oregon Law Applies; Venue. This agreements and understandings, both written and
Agreement shall be governed by and construed and oral, between the parties with respect to the subject
enforced in accordance with the laws of the State of matter hereof. This Agreement does not alter, void,
Oregon, without regard to its conflicts of laws terminate, or rescind any agreement that may be in
principles. Exclusive venue is agreed to be in a state effect between the City and the Consultant for
or federal court of competent jurisdiction in or for insurance needs not identified in this Schedule A. The
Jackson County, Oregon. Agreement shall not be modified except by a written
agreement dated subsequent to the date of this
11. Limitation of Liability; Waiver of Jury Agreement and signed on behalf of City and
Trial. THE PARTIES WAIVE ANY RIGHT TO A Consultant by their respective duly authorized
TRIAL BY JURY IN THE EVENT OF LITIGATION representatives.
ARISING OUT OF THIS AGREEMENT. IN NO
EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ANY OTHER PERSON FOR
[Remainder of page intentionally left blank - Signature page follows.)
Page 3 of 6
City of Ashland
Brown & Brown Northwest
Consultant Services Agreement effective March 1, 2015
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 dlbla Brown & Brown Northwest
an Oregon limited liability company
By By:
Name: t-ec n. Gs Name: 77,►?a~r G,/• a- r-k-~--
Title: F n.. f Title: S✓,D nAi Mf r IC ✓r~Gs
Page 4 of 6
City of Ashland
Brown & Brown Northwest
Consultant Services Agreement effective Maran 1. 2015
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; 6) Liquor Liability; (k) Professional Liability; (1) Umbrella/ Excess
Liability; and (m) Watercraft.
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 quotations 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 Northwest
Consultant Services Agreement effective March 1. 2015
SCHEDULE B
COMPENSATION
Consultant Services Fee:
In consideration of the Services, City shall compensate Consultant in the amount of EIGHTEEN THOUSAND FIVE
HUNDRED DOLLARS AND 00/100 ($18,500.00) (the "Consultant Services Fee"). The Consultant Services Fee shall
be paid in full on any annual basis, but earned on a monthly basis for allocation purposes as follows:
March 1, 2015 - February 28, 2016.
Agent Insurance Placements:
Brown & Brown Northwest of Oregon LLC/ D/BA Brown & Brown Northwest, (As Agent), may receive commission on
insurance placement requested by the City, in addition to the Consultant Services Fee above. Below are the current
requested lines of business:
Excess Workers Compensation
Surety
Aviation Liability
Flood
Pollution Liability
Accident Insurance
(As Agent), Brown & Brown Northwest may receive commission on any additional requested lines of business in the
future, as the City may request.
Page 6 of 6
City of Ashland
Brown & Brown Northwest
Consultant Services Agreement effective March 1, 2015
Please Mail Payment To:
Brown & Brown Northwest
PO Box 29018 City Of Ashland
Portland, OR 97296-9018 Customer
6545
Overnight Payment To:
Brown & Brown Northwest Date 03/30/2015
2701 NW Vaughn St, Suite 340 Customer (503)274-6511
Portland, OR 97210 Service:
Page 1 of 1
Payment Information
Invoice Summary 18,500.00
City Of Ashland Payment Amount
20 E Main St Payment for: Invoice#189648
Ashland, OR 97520 COMMERCIAL SERVICE FEE
Customer: City Of Ashland
Invoice Effective'' ` Transaction -Description Amount .
Policy #COMMERCIAL SERVICE FEE
03/01/2015-03/01/2016
Fee
189648 03/01/2015 Renew policy 2015-2016 Risk Mgmt Consulting Fee 18,500.00
Payment due upon receipt - thank youl
U
l~
Total
18,500.00
Brown & Brown Northwest (503)2746511 Date .
2701 NW Vaughn St, Suite 340 PO Box 29018 03/30/2015
Portland, OR 97296-9018 bbnwmail@bbnw.com
Page 1 / 1
CITY OF
ASHLAND DATE NUMBER
low 20 E MAIN ST. 3/31/2015 F 12801
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 018116 SHIP To: Ashland Finance Deartment
BROWN & BROWN NORTHWEST (541) 488-5300
PO BOX 29018 20 E MAIN STREET
PORTLAND, OR 97296-9018 ASHLAND, OR 97520
FOB Point: Ashland, Oreqon Req. No.:
Terms: Net Dept:
Req. Del. Date: Contact: Lee Tuneberq
Special Inst: Confirming? No
Quantity Unit Description Unit Price Ext. Price
THIS IS A REVISED PURCHASE ORDER
Risk Manaqement Consultinq Services 18,500.00
Term: March 1, 2015 to February 28,
2016
Note: Exisitinq contract with Beecher
Carlson assiqned to new owner Brown &
Brown for one Vear extension. All terms
of existinq contract approved bV
Council accepted. Professional risk
management/insurances aqent services
agreement attached qood for one Vear.
Subiect to new RFP in late 2015.
SUBTOTAL 18 500.00
BILL To: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 18,500.00
ASHLAND, OR 97520
Account Number Project Number Amount Account Number Project Number Amount
E 720.03.00.00.60410 18 500.00
Author d Signature VENDOR COPY
FORM- #3 CITY OF
ASHLAND
REQUISITION Date of request: 3/30/15
Required date for delivery:
Vendor Name Br_nwn R Rrnwn Nnrfhwact Inciiranra
Address, City, State, Zip 2701 N ,ghn Straat Sidtp 340
Contact Name & Telephone Number pnrfland Oren n 97201
Fax Number
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: C2~ Invitation to Bid (Copies on file ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: / ❑ Written quote or proposal attached
❑ Written quote or proposal attached F i ,v ~uG
❑ Small Procurement Cooperative Procurement
Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Date approved by Council: Contract #
❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5,000 to $100,000 ❑ Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
Risk Management Consulting Services 3/1/2015 - 2/28/2016. Existing contract with Beecher
Carlson assigned to new owner Brown & Brown for one year extension. All terms of existing
contract approved by Council accepted. Professional risk management/insurances agent services $18,500.00
agreement attached good for one year. Subject to new RFP in late 2015.
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
TOTAL COST
❑ Per attached quotelproposal $18,500.00
Project Number Account Number
Account Number _720.03.00 - 00 -604100_ 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:
(Equal to or greater than $5,000)
Department Manager/Supervisor: City Administrator:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year CY' / NOS 3~3zoi f
Finance Director- (Equal to orgreate an $5,000) Date
Comments
Form #3 - Requisition