HomeMy WebLinkAboutConsultant Services March 1, 2017 CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT(this "Agreement"), effective March 1, 2017 (the"Effective Date"), is
made by and between CITY OF JEFFERSONVILLE ("City"), and the Louisville office of BROWN & BROWN OF
KENTUCKY, INC("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 one (1) year, unless sooner terminated as City's business operations, risk exposures or in any
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:
Affiliates"), 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
(a) City shall cooperate fully with with performances of Consultant's duties under this
Consultant and the insurance companies with whom Agreement, Consultant and City agree to hold in
Consultant solicits in the performance of Consultant's confidence Confidential Information (defined below).
obligations under this Agreement. City acknowledges, however, that Consultant will
disclose Confidential Information as reasonably
(b) City shall timely produce complete required in the ordinary course of performing the
and accurate information including, but not limited to, Services to insurance companies and other insurance
current financial information, statements of values, intermediaries. "Confidential Information" means all
loss information and any other information, necessary nonpublic information and all documents and other
for the effectuation of insurance coverage at the tangible items (whether recorded information, on
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City of Jeffersonville
Brown&Brown of Kentucky,Inc.
Consulting Services Agreement effective March 1,2017
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, 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
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) 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; (ii) City's participation in any
Confidential Information. fraud; or(iii)City's material failure to properly perform
its duties and responsibilities hereunder because of
Confidential Information will not include any City's gross neglect, proven dishonesty, or
information, documents or tangible items which (i)are commission of a felony.
a matter of general public knowledge or which
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 not release City from any accrued obligation to pay
prohibited from transmitting the same to receiving any sum to Consultant (whether then or thereafter
party. In the event that Consultant or City become
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.
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 City:
Agreement, such party may disclose such information City of Jeffersonville
as is necessary or advisable to comply with the legal 500 Quartermaster
process. Jeffersonville, Indiana 47130
Attn: Kim Calabro
7. Termination. Email: kcalabro(d-)cityofieff.net
(a) Either party may terminate this If to Consultant:
Agreement, without cause and for any reason
whatsoever, by giving written notice of termination to Brown &Brown of Kentucky, Inc.
the other party at least ninety (90) days prior to the 13101 Magisterial Drive, Suite 200
effective date of termination, which shall be specified Louisville, Kentucky 40223Attn: Jason Weilage
in such written notice. Email:jweilage@bblouisville.com
(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 Ridgewood Ave
following causes: (i) Suspension or termination of Daytona Beach, FL 32114
Consultant's insurance license in the State of Indiana Attn: General Counsel
if not cured by Consultant within sixty (60) days
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City of Jeffersonville
Brown&Brown of Kentucky, Inc.
Consulting Services Agreement effective March 1,2017
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. Indiana 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
Indiana, 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
Jefferson County, Kentucky. 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 City 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.]
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City of Jeffersonville
Brown&Brown of Kentucky, Inc.
Consulting Services Agreement effective March 1,2017
IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date.
CITY: CONSULTANT:
City of Jeffersonvil a Brown &Brown of Kentucky, Inc.
an Indiana municipa ity a Kentucky corporation
By: J�Vj_ By:
Name: ill ► 1z-G cio Name: t o
Title: Title: rn w
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City of Jeffersonville
Brown&Brown of Kentucky,Inc.
Consulting Services Agreement effective March 1,2017
SCHEDULE A
CONSULTANT SERVICES
Subject to the terms of this Consultant Services Agreement, Consultant shall provide the Services as follows:
• Attend Insurance Committee Meetings as requested
o Work with HR to develop agenda and bring new ideas for committee to consider
• ACA Repeal Guidance
o Assist with ramifications of repealing ACA. (Notices, laws,education,compliance)
• FSA Education
o Conduct group educational meetings with City employees to explain benefits of
program
• Open Enrollment Assistance
o Assist Human Resources with creating form language and calculations
• Monthly newsletter
o Provide employee focused health topic monthly to be placed in City newsletter
• Medicare education
o Conduct a meeting around open enrollment time with employees soon to be turning 65
to explain their Medicare options.
• HSA education
o Conduct group educational sessions with City employees to encourage migration to
HDHP.
• Union Contract Negotiations
o Assist with contract negotiations providing input on changes that are considered
• Activity Reporting
o I will provide Human Resources with an activity log on a quarterly basis
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City of Jeffersonville
Brown&Brown of Kentucky,Inc.
Consulting Services Agreement effective March 1,2017
SCHEDULE B
COMPENSATION
Consultant Services Fee:
In consideration of the Services, City shall compensate Consultant in the amount of THIRTY THOUSAND
DOLLARS ($30,000.00) (the "Consultant Services Fee"). The Consultant Services Fee shall be fully earned and
payable in twelve (12) equal monthly installments in the amount of TWO THOUSAND FIVE HUNDRED DOLLARS
($2,500.00). The first installment shall be fully earned and payable upon the City's execution and delivery of this
Agreement and the first of every month thereafter during the term of this Agreement.
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City of Jeffersonville
Brown&Brown of Kentucky, Inc.
Consulting Services Agreement effective March 1,2017
Cit y of Jeffersonville = own
� rown i
Consultant Services
INSURANCE
Work with HR to develop agenda and bring new ideas for committee to consider
Assist with ramifications of repealing ACA. (Notices, laws, education, compliance)
• Conduct group educational meetings with City employees to explain benefits of program
• Assist Human Resources with creating form language and calculations
Provide employee focused health topic monthly to be placed in City newsletter
• Conduct a meeting around open enrollment time with employees soon to be turning 65 to
• explain their Medicare options.
• Conduct group educational sessions with City employees to encourage migration to HDHP
Assist with contract negotiations providing input on changes that are considered
• I will provide Human Resources with an activity log on a quarterly basis