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HomeMy WebLinkAboutHR Contract for New Insurance for 2024 City of Jeffersonville Government Contract Coversheet Please note: All information MUST be completely filled out and submitted to Clerk's Office within 48 hrs of execution. Date Submitted to Clerk: 06/27/2033 Department: Human Resources Vendor Name: Brown and Brown Sign Date: 6/9/2023 Ending Date: 12/31/2023 Amount of Original Contract: $30,000.00 Is this an amendment or change order to original contract? Yes or No Amended Contract Amount: Purpose: shopping new insuracne for 2024 and coordiantinio of the transition to a new provider for all health related benefits. Coordination of open enrollment and new halth electronic platform For Clerk's Office to fill out Date uploaded to Gateway: CONSULTANT SERVICES AGREEMENT THIS CONSULTANT SERVICES AGREEMENT (this "Agreement"), effective June 1, 2023 (the "Effective Date"), is made by and between CITY OF JEFFERSONVILLE ("Company"), and BROWN & BROWN OF KENTUCKY, 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 until December 31, 2023, unless sooner terminated changes in Company's business operations, risk as 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 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 Indiana 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 business, business results or prospects), proposals, Consultant's material failure to properly perform its 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 a ment is due; (ii) Company'sparticipation in Confidential Information. payment y p p 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 fiduciary obligations to disclosing party or otherwise (d) Termination of this Agreement shall 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 500 Quartermaster Court process. Jeffersonville, IN 47130 Attn: Les Merkley 7. Termination. Email: lmerkley@cityofjeff.net If to Consultant: (a) Either party may terminate this Agreement, without cause and for any reason 13101 Magisterial Drive whatsoever, by giving written notice of termination to Louisville, KY 40223 the other party at least thirty (30) days prior to the Attn: Jim Wetterer effective date of termination, which shall be specified Email:jim.wetterer@bbrown.com in such written notice. With a copy to: (b) Notwithstanding the provisions in Brown &Brown, Inc. sub-paragraph (a) above, Company may terminate 300 N. Beach Street this Agreement upon the happening of any one of the Daytona Beach, FL 32114 Attn: Legal Department Page 2 of 6 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 no way affect the validity or enforceability of prior written consent of the other party, which consent any other provision. shall not be unreasonably withheld, conditioned or delayed. This Agreement will be binding upon, inure 10. Kentucky 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. Kentucky 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 Jefferson County, Kentucky. 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 SUCH PARTY HAS BEEN ADVISED OF THE [Remainder of page intentionally left blank—Signature page follows.] Page 3 of 6 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)Health Reinsurance; (b)Health Admin; (c)Life AD&D& Voluntary Life;(d)Dental;(e)Vision;(f)STD;(g)Worksite Products; Services are as follows: a. Evaluate Company's business practices with regard to risk and possible transfer of risk to third parties and conduct regular,scheduled meetings with Company to review Company's risk management program. b. Review and analyze Company's existing insurance coverage and identify potential lines of coverage or coverage enhancements to improve Company's insurance program. c. Analyze current insurance market conditions and advise Company of significant implications for Company's insurance program. d. Facilitate, market, and procure quotations from carriers; review and analyze quotations and provide proposals for review by Company. e. Coordinate loss prevention services provided by any insurance company with those services provided by Broker. f. Analyze past and current claim and loss history information and advise Company of significant implications for Company's insurance program. g. Online Enrollment Systems—Employee Navigator Page 5 of 6 SCHEDULE B COMPENSATION Consultant Services Fee: In consideration of the Services, Company shall compensate Consultant in the amount of THIRTY THOUSAND DOLLARS AND 00/100 ($30,000.00) (the "Consultant Services Fee"). The Consultant Services Fee shall be fully earned and paid in monthly installments. Page 6 of 6 DocuSign Envelope ID:83BF9DEE-4F2F-4B3A-8595-05F864329864 AMENDMENT# 1 CONSULTANT SERVICES AGREEMENT This Amendment, effective as of June 9, 2023 is made by and between City of Jeffersonville ("Company") and Brown & Brown of Kentucky, Inc., ("Consultant"). Capitalized terms used herein but not otherwise defined shall have the meanings as described to them in the Agreement. BACKGROUND Company and Consultant entered into the Consultant Services Agreement dated June 1,2023. 1. Both parties agree to amend the payment terms of the Consultant Services Fee to be fully earned and payable upon the Company's receipt of the Consultant's invoice. 2. Except as otherwise modified by this Amendment, the terms and conditions of the Agreement shall remain in full force and effect. ********** IN WIT 'S. WHEREOF,the parties have executed this Amendment as of the date first written above. City of Jeffer e By: h'f� Printed Name: PI I x P Ma a iI Title: 01 A V O.( - 14i v' ' le Date: (RP - O q - a 0 3-3 Browar8Pif1 'Of Kentucky, Inc. Ski UJt ftx r By• ' arnrcxoalcosaa.. Printed Name: Jim Wetterer Title: Profit center Leader Date: 6/9/2023