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HomeMy WebLinkAboutBroker Services Agreement - Brown & Brown of Oregon BROKER SERVICES AGREEMENT THIS BROKER SERVICES AGREEMENT (this "Agreement"), effective July 1, 2020 (the "Effective Date"), is made by and between CITY OF CENTRAL POINT ("City") and the Medford office of BROWN & BROWN OF OREGON, LLC.,D/B/A BROWN&BROWN NORTHWEST("Broker"). Background City wishes to retain Broker to perform certain specified insurance services as described in this Agreement. Broker 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 and commence on the Effective Date and continue for a complete accurate information including, but not period of one (1) year, unless sooner terminated as limited to, current financial information, statements of herein provided. values, loss information and any other information, necessary for the effectuation of insurance coverage 2. Relationship of Parties. Broker is an at the request of Broker. City further agrees to independent contractor and nothing in this Agreement provide Broker 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 employer/employee 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 Broker insurance policy issued to City in order to confirm the by the City, Broker will provide services to the City as accuracy of the facts reflected therein and that the an insurance broker. City acknowledges that Broker, policy(ies) contain(s) the terms and coverages or its parent company, Brown & Brown, Inc. desired. City is responsible for recommending any ("Parent"), and related or affiliated companies changes to insurance policies issued to City. (collectively with Parent, "B&B Affiliates"), may provide services as an insurance agent on behalf of (c) City shall timely pay all premiums certain insurance carriers or risk-bearing entities. City and fees. expressly consents to such relationship, if applicable, in the rendition of services by Broker under this (d) City shall provide Broker with at Agreement. least ninety (90) days notice in advance of any policy effective date in the event City intends to allow 3. Broker Services. Broker, subject to the competing agents or brokers to solicit or market terms of this Agreement, shall provide certain insurance to City. services set forth in the attached Schedule A (the "Services"), but only in relation to the lines of 5. Compensation. In consideration of the insurance identified in Schedule A ("Lines of Services, City shall compensate Broker as set forth in Insurance"). Schedule B (the "Broker Services Fee"). With regard to the Broker Services Fee, City and Broker Nothing in this Agreement shall be construed to acknowledge and agree as follows: impose any obligations on Broker or limitations on Broker's compensation, relative to any lines of (a) The Broker Services Fee is not a insurance or coverages other than as specifically part of, but rather is in addition to, any premium delineated above. that may be paid by the City for the Lines of Insurance. 4. City Responsibilities. In consideration of the Services provided by Broker, City agrees as (b) It is understood and agreed that follows: Broker, or B&B Affiliates, may receive contingent payments or allowances from insurers based on (a) City shall cooperate fully with factors which are not client-specific, such as the Broker and the insurance companies with whom performance and/or size of an overall book of Broker solicits in the performance of Broker's business produced with an insurer. Such contingent obligations under this Agreement. payments or allowances are not subject to this Agreement and will not be credited against the Page 1 of 7 balance of the Broker Services Fee owed to Broker 6. Confidentiality. To the extent consistent pursuant to this Agreement or paid to City. with performances of Broker's duties under this Agreement, Broker and City agree to hold in (c) Broker may utilize insurance confidence Confidential Information (defined below). intermediaries(such as a wholesale insurance broker, City acknowledges, however, that Broker will disclose managing general agent (MGA), managing general Confidential Information as reasonably required in the underwriter or reinsurance broker) for the placement ordinary course of performing the Services to of City's insurance. In addition to providing access to insurance companies and other insurance the insurance company, the intermediary may provide intermediaries. "Confidential Information" means all the following services: (i) risk placement; (ii) coverage nonpublic information and all documents and other review; (iii) claims liaison services with the insurance tangible items (whether recorded information, on company; (iv) policy review; and (v) current market paper, in computer readable format or otherwise) intelligence. The compensation received by the relating to the disclosing party's business (including insurance intermediary for placements and, if without limitation business plans, manner of doing applicable, the services above is typically in the range business, business results or prospects), proposals, of 5% to 15% of policy premium. There may be an recommendations, marketing plans, reports, any of intermediary utilized in the placement of your which (i) at the time in question is either protectable insurance, which may or may not be a B&B Affiliate. as a trade secret or is otherwise of a confidential Any payments or allowances paid to the intermediary nature (and is known or should reasonably be known are not subject to this Agreement and will not be by receiving party as being of a confidential nature) credited against the balance of the fee owed to Broker and (ii) has been made known to or is otherwise pursuant to this Agreement or paid to City. learned by receiving party as a result of the relationship under this Agreement. Confidential (d) If City chooses to finance its Information should be protected with the same premiums, Broker may assist City in the arrangement reasonable care as each party protects its own of such financing. Any payments or allowances paid Confidential Information. to Broker for arranging premium financing are not subject to this section and will not be credited against Confidential Information will not include any the balance of the fee owed to Broker pursuant to this information, documents or tangible items which (i) are Agreement or paid to City. a matter of general public knowledge or which subsequently becomes publicly available (except to (e) Broker may, in the ordinary course the extent such public availability is the result of a of its business, receive and retain interest on breach of this Agreement), (ii) were previously in premiums paid by the City from the date received by possession of receiving party as evidenced by Broker until the date the premiums are remitted to the receiving party's existing written records, or (iii) are insurance company or intermediary. Any interest hereafter received by receiving party on a non- income retained by Broker on these premiums are not confidential basis from another source who is not, to subject to this section and will not be credited against receiving party's knowledge, bound by confidential or the balance of the fee owed to Broker pursuant to this fiduciary obligations to disclosing party or otherwise Agreement or paid to City. prohibited from transmitting the same to receiving party. In the event that Broker or City become legally (f) Compensation for the Services compelled to disclose any of the Confidential specified under this Agreement is exclusive of all Information, they shall provide the other party with federal, state and local sales, use, excise, receipts, prompt notice so that such party may seek a gross income and other similar taxes and protective order or other appropriate remedy and/or governmental charges and fees. Any such taxes, waive compliance with the provisions of this charges or fees for the Services under this Agreement. In the event that such protective order or Agreement, now imposed or hereafter imposed during other remedy is not obtained, or that the other party the term of this Agreement, shall be in addition to the waives compliance with the provisions of the compensation, premiums and charges set forth in this Agreement, such party may disclose such information Agreement and shall be paid by City upon request. as is necessary or advisable to comply with the legal process. (g) City acknowledges and agrees that the Broker Services Fee is reasonable in relation to the Services to be provided by Broker hereunder. Page 2 of 7 7. Termination. Email: Chris.Clavtonna centraloointoreaon.aov (a) Either party may terminate this If to Broker: Agreement, without cause and for any reason Brown&Brown of Oregon, LLC whatsoever, by giving written notice of termination to d/b/a Brown& Brown Northwest the other party at least ninety (90) days prior to the 3256 Hillcrest Park Drive effective date of termination, which shall be specified Medford, Oregon 97504 in such written notice. Attn: David Cuttrell Email:dcuttrell@bbnw.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. following causes: (i) Suspension or termination of 220 Ridgewood Ave Broker's insurance license in the State of Oregon if Daytona Beach, FL 32114 not cured by Broker within sixty (60) days following Attn: General Counsel such suspension or termination; (ii) Broker's or such other address as either shall give to the other participation in any fraud; or (iii) Broker's material in writing for this purpose. failure to properly perform its duties and responsibilities hereunder because of Broker's gross 9. Severability. The invalidity or neglect, proven dishonesty, or commission of a unenforceability of any provision of this Agreement felony. shall in no way affect the validity or enforceability of any other provision. (c) Notwithstanding the provisions in sub-paragraph (a) above, Broker may terminate this 10. Oregon Law Applies; Venue. This Agreement upon the happening of any one of the Agreement shall be governed by and construed and following causes: (i) City's failure to pay any Broker enforced in accordance with the laws of the State of Services Fee more than five (5) days after such Oregon, without regard to its conflicts of laws principles. Exclusive venue is agreed to be in a state payment is due; (ii) City's participation in any or federal court of competent jurisdiction in or for fraud; or(iii) City's material failure to properly perform Jackson County, Oregon. its duties and responsibilities hereunder because of City's gross neglect, proven dishonesty, or 11. Limitation of Liability; Waiver of Jury commission of a felony. Trial. THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF LITIGATION Termination for any cause enumerated in sub- ARISING OUT OF THIS AGREEMENT. IN NO paragraphs (b) or(c)shall become effective upon the EVENT WILL EITHER PARTY BE LIABLE TO THE delivery of written notice of termination to the OTHER PARTY OR ANY OTHER PERSON FOR breaching party or at such later time as may be ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR specified in the written notice. INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE (d) Termination of this Agreement shall POSSIBILITY OF SUCH POTENTIAL LOSS OR not release City from any accrued obligation to pay DAMAGE. any sum to Broker (whether then or thereafter payable) or operate to discharge any liability incurred prior to the termination date. 12. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder 8. Notices. Any notices required or permitted shall be assigned by any of the parties hereto to be given under this Agreement shall be sufficient if (whether by operation of law or otherwise)without the in writing by Certified Mail to: prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or If to City: delayed. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties City of Central Point and their respective successors and permitted 140 S. Third Street assigns. Central Point, Oregon 97502 Attn: Chris Clayton Page 3 of 7 13. Entire Agreement. This Agreement matter hereof. The Agreement shall not be modified (including the schedules, documents and instruments except by a written agreement dated subsequent to referred to herein or attached hereto) constitutes the the date of this Agreement and signed on behalf of entire agreement and supersedes all prior City and Broker by their respective duly authorized agreements and understandings, both written and representatives. oral, between the parties with respect to the subject [Remainder of page intentionally left blank—Signature page follows.] Page 4 of 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CITY: BROKER: City of Central Point Brown &Brown of Oregon,LLC an Oregon municipality d/b/a Brown &Brown Northwest an Oregon limited liability company cDocuSigned by: By. By. .ctrocamcrcrnrn Name: [ kin�.5 0 I&..U44-4'\ Name: David F. Cuttre l I Title: ✓n114.vt.ti.t .'P Title: Executive vice President Page 5 of 7 SCHEDULE A BROKER SERVICES Subject to the terms of this Broker Services Agreement, Broker shall provide the Services listed below, but only in relation to the following Lines of Insurance: (a)Commercial Property; (b) Boiler&Machinery; (c)Inland Marine; (d) General Liability; (e) Business Auto; (f) Excess Liability; (g)Crime; (h) Earthquake; and(i) Flood. Services are as follows: a. 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. b. Review and analyze City's existing insurance coverage and identify potential lines of coverage or coverage enhancements to improve City's insurance program. c. Analyze current insurance market conditions and advise City of significant implications for City's insurance program. d. Facilitate, market, and procure quotations from carriers; review and analyze quotations and provide proposals for review by City. e. Secure and bind all coverages accepted by City. f. Coordinate loss prevention services provided by any insurance company with those services provided by Broker. g. Analyze past and current claim and loss history information and advise City of significant implications for City's insurance program. Page 6 of 7 SCHEDULE B COMPENSATION Broker Services Fee: In consideration of the Services, City shall compensate Broker in the amount of SIX THOUSAND NINE HUNDRED DOLLARS AND 00/100 ($6,900.00) (the "Broker Services Fee"). The Broker Services Fee shall be fully earned and payable upon City's execution and delivery of this Agreement. The Broker Services Fee is not a part of, but rather is in addition to, any premium that may be paid by the City for the Lines of Insurance. Insurer Commissions: Broker agrees that it will not receive any commission for the placement of City's insurance business pursuant to this Agreement. If Broker receives any such commission payments from an insurer in error or otherwise, Broker agrees to refund the Broker Service Fees in the amount of such commission payment, credit the commission against the Broker Services Fee or take such other action, if any, as shall in all cases comply with applicable law. Page 7 of 7