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HomeMy WebLinkAboutBroker Services Agreement - Brown & Brown DocuSign Envelope ID: 1A43AA0A-8FBA-493D-9A2A-A4F2422468F3 BROKER SERVICES AGREEMENT THIS BROKER SERVICES AGREEMENT (this "Agreement"), effective July 1, 2022 (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 DocuSign Envelope ID: 1A43AA0A-8FBA-493D-9A2A-A4F2422468F3 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 DocuSign Envelope ID: 1A43AA0A-8FBA-493D-9A2A-A4F2422468F3 7. Termination. Email:Chris.Clavtonacentraloointoreoon.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 300 N Beach Street 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 INCIDENTAL DAMAGES, INCLUDING LOSS OF specified in the written notice. 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 DocuSign Envelope ID: 1A43AA0A-8FBA-493D-9A2A-A4F2422468F3 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 DocuSign Envelope ID: 1A43AA0A-8FBA-493D-9A2A-A4F2422468F3 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 ��DDocc�uSigned by: DocuSigned by: Name: hhs Clayton Name: ooa�rrc� dviU l.u[ireu Title: uIry manager Title: Executive Vice President Page 5 of 7 DocuSign Envelope ID: 1A43AA0A-8FBA-493D-9A2A-A4F2422468F3 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 followina Lines of Insurance:(a)Commercial Property; (b)Boiler&Machinery; (c)Inland Marine; (d) General Liability;(e)Automobile; (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 6of7 DocuSign Envelope ID: 1A43AA0A-8FBA-4930-9A2A-A4F2422468F3 SCHEDULE B COMPENSATION Broker Services Fee: In consideration of the Services, City shall compensate Broker in the amount of SEVEN THOUSAND FOUR HUNDRED AND TWENTY DOLLARS AND 00/100 ($7,420.00) (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 DocuSign Certificate Of Completion Envelope Id: 1A43AA0A8FBA493D9A2AA4F2422468F3 Status:Completed Subject:Please DocuSign:Central Point_BB NW_BSA_2022.pdf Source Envelope: Document Pages:7 Signatures:2 Envelope Originator: Certificate Pages:5 Initials:0 Sandy Orr AutoNav:Enabled Sandy.Orr@bbrown.com Envelopeld Stamping:Enabled IP Address:47.36.173.101 Time Zone:(UTC)Dublin,Edinburgh,Lisbon,London Record Tracking Status:Original Holder:Sandy Orr Location:DocuSign 6/10/2022 1:29:53 AM Sandy.Orr@bbrown.com Signer Events Signature Timestamp David Cuttrell —DoaaSiignetlby' Sent:6/10/2022 1:32:57 AM dcuttrell@bbnw.com Vtwub, ()Ara Viewed:6/10/2022 5:10:44 PM Executive Vice President —88A1FF6E3856429 Signed:6/10/2022 5:11:04 PM Security Level:Email,Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to dcuttrell@bbnw.com Using IP Address:67.51.46.34 Electronic Record and Signature Disclosure: Accepted:6/10/2022 5:10:44 PM ID:3b4c7289-f7c4-4626-9d24-b6c4c8d87819 Chris Clayton �rlDocuS9nedby Sent:6/10/2022 5:11:05 PM (L chris.clayton@centralpointoregon.gov .ns CLuifOin, Viewed:6/14/2022 5:15:34 PM —C413E/A0E38752491 City Manager Signed:6/14/2022 5:15:53 PM Security Level:Email,Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to chris.clayton@centralpointoregon.gov Using IP Address:216.115.5.34 Electronic Record and Signature Disclosure: Accepted:6/14/2022 5:15:34 PM ID: 15c88073-9aeb-4577-893d-d3e900168be5 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/10/2022 1:32:57 AM Certified Delivered Security Checked 6/14/2022 5:15:34 PM Signing Complete Security Checked 6/14/2022 5:15:53 PM Completed Security Checked 6/14/2022 5:15:53 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 10/4/2019 9:05:21 PM Parties agreed to:David Cuttrell,Chris Clayton ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Brown& Brown, Inc. (we, us or Company)may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD),please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein,we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure,we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Brown & Brown,Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To advise Brown & Brown,Inc. of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Brown & Brown,Inc. To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to and in the body of such request you must state your email address, full name,mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Brown & Brown, Inc. To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: httns://sunnort.docusian.com/euides/signer-auide- si enin a-system-reauirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically,which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and(i)that you are able to print on paper or electronically save this ERSD for your future reference and access; or(ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify Brown & Brown, Inc. as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Brown& Brown, Inc. during the course of your relationship with Brown &Brown, Inc..