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HomeMy WebLinkAboutHR CONSULTATION AGREEMENT 2019-2020 CONSULTANT SERVICES AGREEMENT THIS CONSULTANT SERVICES AGREEMENT (this "Agreement"), effective October 2, 2019 (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 on a Consultant with notice of any material changes in month to month basis until terminated as herein City's business operations, risk exposures or in any 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 Page 1 of 6 City of Jeffersonville Brown&Brown of Kentucky, Inc. Consulting Services Agreement effective October 2,2019 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 (Hi) 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 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) 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 (Hi) 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 as is necessary or advisable to comply with the legal City of Jeffersonville 500 Quartermaster process. Jeffersonville, Indiana 47130 7. Termination. Attn: Kim Calabro Email: kcalabro@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 Louisville, Kentucky 40223 effective date of termination, which shall be specified Attn: 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 Page 2 of 6 City of Jeffersonville Brown&Brown of Kentucky, Inc. Consulting Services Agreement effective October 2,2019 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.] Page 3 of 6 City of Jeffersonville Brown&Brown of Kentucky, Inc. Consulting Services Agreement effective October 2,2019 SCHEDULE A CONSULTANT SERVICES Subject to the terms of this Consultant Services Agreement, Consultant shall provide the Services as follows: • Educate civilian employees on new benefit o Conduct group meetings to educate civilians on the HSA contribution from the City, civilian contribution limits to the HSA, and what the funds can be spent on. • Open Enrollment Assistance o Assist Human Resources with drafting of correspondence and calculations • Employee Education o Update Employee Benefit Booklet with changes for 2020. • Activity Reporting o I will provide Human Resources with an activity log on a quarterly basis Page 5 of 6 City of Jeffersonville Brown&Brown of Kentucky, Inc. Consulting Services Agreement effective October 2,2019 SCHEDULE B COMPENSATION Consultant Services Fee: In consideration of the Services, City shall compensate Consultant in the amount of_$200 Dollars and 00/100 per hour(the "Consultant Services Fee").The Consultant Services Fee shall be fully earned and payable upon City's receipt of invoice by Consultant. The minimum billed time increment will be 1/4 of an hour. Page 6 of 6 City of Jeffersonville Brown&Brown of Kentucky, Inc. Consulting Services Agreement effective October 2,2019 IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. CITY: CONSULTANT: City of Jeff:rs•n ills ( Brown & Brown of Kentucky, Inc. an Indiana ,u ic..ality a Kentuc y-co oration By: IBy: // 1/\1_, ,,, Name: >r - ,el.- Name: S , l.' a+ 1 6,..c'1:` Title: M 4%or Title: F. 1.,...n 1„ A-„:,, if3c rt:14 J- Z�.o,�; . I f .„-} 1 v 7 Page 4 of 6 City of Jeffersonville Brown&Brown of Kentucky,Inc. Consulting Services Agreement effective October 2,2019