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Home My WebLink AboutBrown and Brown of Kentucky, Inc- March 1, 2013 CONSULTANT SERVICES AGREEMENT effective March 1, CONSULTANT SERVICES AGREEMENT (this "Agreement ") JEFFERSONVILLE ("Company"), the THIS CO „ and between CITY 2013 (the "Effective Date"), is made OF KENTUCKY, INC. ("Consultant"). by Louisville office of BROWN & Background certain advisory services relating to the Lines of Insurance n has selected Consultant to provide consideration, the receipt and sufficiency of which are Company good and adequate (as hereinafter defined) the d �art1eg agree as follows: hereby acknowledged P commence 1. on the Effective Date and continue for a Term. The term of this Agreement shall rovided. period of one (1) year, unless sooner terminated as herein p this Agreement is Co nsultant is an independent contractor and nothing in relationship em is intended Relationship of Parties. to an to the Consultant, or shall be construed to create an employer/employee n relationship, the Company i nor sh compensation partnership relationship. In consideration f as an insurance consultant. Consultant is providing services to the Company ment shall provide those 3. Consultant Services. Consultant, subject to the terms onl this i n regat on to the followin � lines of services set forth in the attached Schedule A (the "Services"), edical. insurance collectivel referred to as Lines o Insurance" nsura g Nothing in Consultant, or A reement shall be construed to impose any in or cov other tha n obligations r limitations on Consultant's compensation, relative those specifically included in the Lines of Insurance delineated above. 4. Company Responsibilities. In consideration of the Services provided by Consultant, Company agrees as follows: 1l coo erate fully with Consultant in the performance of Consultant's (a) Company sha p obligations in this Agreement. (b) Company shall timely produce complete and accurate information incchud ing but on n t limited to, current financial information, statements of values, loss further agrees to provide Consultant with necessary for the Consultant to perform the Service information business o erations, risk exposures or in any other material notice of any material changes in Company's busin p information provided under this Agreement. (c) Company shall timely pay all fees due pursuant to this Agreement. Page 1 of 5 5. Compensation. In consideration of the Services, Company shall compensate Consultant through a "Consulting Services Fee" in the amount of THIRTY THOUSAND DOLLARS AND 00 /100 ($30,000.00). The Consulting Services Fee shall be due and payable in two installments of FIFTEEN THOSUAND DOLLARS AND 00 /100 ($15,000.00). The initial payment shall be due upon Company's execution and delivery of this Agreement and the balance due upon completion of the Services. With regard to the Consulting Services Fee, Company and Consultant acknowledge and agree as follows: (a) Company acknowledges and agrees that the Consulting Services Fee is reasonable in relation to the Services to be provided by Consultant hereunder. 6. Termination. (a) Either party may terminate this Agreement, without cause and for any reason whatsoever, by giving written notice of termination to the other party at least thirty (30) days prior to the effective date of termination, which shall be specified in such written notice. (b) Notwithstanding the provisions in sub - paragraph (a) above, Company may terminate this Agreement upon the happening of any one of the following causes: (1) Suspension or termination of Consultant's insurance license in the State of Indiana is not cured by Consultant within sixty (60) days following such suspension or termination; (2) Consultant's participation in any fraud; or (3) Consultant's material failure to properly perform its duties and responsibilities hereunder because of Consultant's gross neglect, proven dishonesty, or commission of a felony. (c) Notwithstanding the provisions in sub - paragraph (a) above, Consultant may terminate this Agreement upon the happening of any one of the following causes: (1) Company's failure to pay any Consulting Services Fee more than five (5) days after such payment is due; (2) Company's participation in any fraud; or (3) Company's material failure to properly perform its duties and responsibilities hereunder because of Company's gross neglect, proven dishonesty, or commission of a felony. Termination for any cause enumerated in sub - paragraphs (b) or (c) shall become effective upon the delivery of written notice of termination to Company or at such later time as may be specified in the written notice. (d) Termination of this Agreement shall not release Company from any accrued obligation to pay any sum to Consultant (whether then or thereafter payable) or operate to discharge any liability incurred prior to the termination date. Page 2 of 5 7. Notices. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by Certified Mail to: If to Company: If to Consultant: City of Jeffersonville Brown & Brown of Kentucky, Inc. 500 Quartermaster 13101 Magisterial Drive, Suite 200 Jeffersonville, IN 47130 Louisville, KY 40223 Attn: Kim Calabro Attn: David C. Walker Email: kcalabro @cityofjeff.net Email: dwalker @bblouisville.com With a copy to: Brown & Brown, Inc. 655 N. Franklin Street, Suite 1900 Tampa, Florida 33602 Attn: Carrie R. Brown, Corporate Counsel Email: cbrown @bbinslegal.com or such other address as either shall give to the other in writing for this purpose. 8. Severability. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision. 9. Indiana Law Applies; Venue. This Agreement has been made and executed in the State of Indiana and shall be governed by and construed and enforced in accordance with the laws of the State of Indiana, without regard to its conflicts of laws principles. Exclusive venue is agreed to be in a state or federal court of competent jurisdiction in or for Clark County, Indiana. 10. Waiver of Jury Trial. THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF THIS AGREEMENT. 11. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and permitted assigns. 12. Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. The Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Company and Consultant by their respective duly authorized representatives. Page 3 of 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. COMPANY: City of Jefferso I'lle, an Indiana un i..lity By: Name: , /I � �% Title: r /;.,, ., CONSULTANT: Brow • :• • wn of i.ntucky, Inc., a ' ntucky co . or. on far a -: •.id C. Walker Title: Executive Vice President Page 4 of 5 SCHEDULE A CONSULTANT SERVICES OUR SERVICE Review eligible team member census data Look for trends and concerns BENEFIT FOR YOU Comb through enrollment elections Analyze enrollment by tiers and plan offerings Review health plan designs Determine areas that need fine tuning Health Plan Review Read through Summary Plan Description P ...................... Look for areas that need to be addressed ............ ity contnbution strategy ................................................. .............................:. Provide alternative methods and ideas ' Retiree health coverage _ Analyze current strate Union contract - ...... ... Read and make recommendations for changes Benchmarkmg .......... ......... . Compare program versus others Humana resources Provide details of current carrier offerings 4E s Wellness Strategies Communit resources Free or low cost solutions Nnthin the community ��''" Evaluate the options and provide the best solution Wellness mcentwes Provide stick and Garrott ap ... ch _........ . . ., x % �, .� Eyi '.• Make sure meet essential coverage requirements Taxes /Fees PPACA Guidance Design program to eliminate all avoidable taxes and fees ;Contribution Strategy Make sure meet affordable regwrements Summa ry of Benefits and Covera e g Review current docum station for team members W 2 Reportung _ Review current calculation method Leadership meetings Work with leaders to understand their issues / concems and come ba k with V _.._. solution Education $e5510115 'Team member meetings Educate team members to understand the benefit changes and teach them to be better consumers of healthcare by utilizing appropriate services and thus keeping ,� , a. ` ,::,E o available for all meetings 8 hou neY.ln. the ....R? ticket .................. ............................... tal hrs it .. xaaq, ..,...a .11 V. x3S r' N4 ,;' ..,�Qti'p5 .............. ., • Xr Y � TOTAL FOR ALL SE w s ra:; E ti :. waw , t..uC ' a�J.. � ��Yk �' 2Z 'S �:. v£5^' C,`�`K �'�RC�, , RVICES �� r .......... $30,000 Page 5 of 5 Schedule A