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HomeMy WebLinkAboutR-2001-162 Zaremba Claims Service AgreementRESOLUTION NO. R-2001- 162 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to enter into an Agreement with Zaremba Claims Service - Yakima for the purpose of reviewing and investigating property and general liability damage claims filed with and against the City of Yakima. WHEREAS, the City is self-insured for most property and general liability damage claims; and WHEREAS, the City requires investigation and adjustment services regarding such claims; and WHEREAS, the City has previously contracted with Zaremba Claims Service - Yakima ("ZCS") for these services; and WHEREAS, ZCS is willing to continue to provide these claims investigation and adjustment services to the City in accordance with the terms and conditions of the attached Claims Service Agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into an Agreement with Zaremba Claims Service - Yakima in accordance with the terms and conditions of the attached Agreement, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to sign the Claims Service Agreement with Zaremba Claims Service - Yakima for the purpose of obtaining investigation and adjustment services regarding property and general liability damage claims filed with and against the City of Yakima. ADOPTED BY THE CITY COUNCIL this 4th day of December , 2001. ary Place, Mayor ATTEST: City Clerk C:\KW\Resolutions\HH\Zaremba Contract.doc CLAIMS SERVICE AGREEMENT THIS CLAIMS SERVICE AGREEMENT (hereinafter the "Agreement") is made and entered into by and between ZAREMBA CLAIMS SERVICE - YAKIMA, with its principal place of business at 508 North 20th Avenue, Yakima, Washington 98902 (hereinafter "ZCS"), and the CITY OF YAKIMA, a municipal corporation, with its principal place of business at 129 North Second Street, Yakima, Washington 98901 (hereinafter the "City"). WHEREAS, the City is self-insured for most property and general liability damage claims; WHEREAS, the City requires investigation and adjustment services regarding such claims; WHEREAS, ZCS is willing to provide said claims investigation and adjustment services in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, it is agreed by and between the City and ZCS as follows: 1. Scope of Services. ZCS shall provide the following claims investigation and adjustment services to the City: a. Review and investigate all property and general liability damage claims filed with and against the City during the term of this Agreement. b. Provide the City with a written investigation report concerning each damage claim within thirty (30) calendar days of receipt of the damage claim from the City. In the event that more time is necessary to complete the investigation report, a ZCS representative shall contact and notify the appropriate attorney or his/her designee at the City Legal Department. Each investigation report shall contain the following: a recommendation whether the claim should be denied or accepted; if appropriate, an analysis of the validity of the claimed damages; and, if appropriate, a recommended settlement amount/ range for the claim. c. In the event that the City attorney responsible for reviewing an investigation report determines additional investigation 1 services are necessary, provide such services as directed by said attorney or his/her designee. d. When a damage claim is accepted and a settlement amount/range is approved by the City, ZCS shall take all necessary steps to contact the damage claimant and resolve the damage claim, including execution of an appropriate release and settlement agreement by the damage claimant. e. Provide accurate quarterly and annual claim reports in a format acceptable to the City and Marsh Advantage America. A copy of the claim database file will be provided by ZCS to the City in Dbase format on a quarterly basis. f. Furnish all damage claim forms necessary for proper claims administration. g. Establish and maintain an investigation file for each damage claim received by ZCS from the City. All such files shall be the property of the City and may be inspected by a City representative at a reasonable time with or without advance notice. h. Provide the City with e-mail access and voice mail with individual mailboxes. 2. Term of Agreement. The term of this Agreement shall be for a period of four (4) years commencing January 1, 2002, and terminating at 12 p.m. on December 31, 2005, unless sooner terminated by either party in accordance with Section 6 of this Agreement. 3. Consideration. In consideration of the damage claims investigation and adjustment services to be performed by ZCS hereunder, the City shall pay ZCS an annual fee of Twenty -Seven Thousand Five Hundred Dollars ($27,500.00) for a total sum of One Hundred Ten Thousand Dollars ($110,000.00). Each annual fee shall be paid by the City to ZCS on a quarterly basis in payments of Six Thousand Eight Hundred and Seventy -Five Dollars ($6,875.00); provided, however, that payment of the entire remaining annual fee shall become due when ZCS receives 110 damage claims in that year for which claims investigation and adjustment services are necessary. The City shall make payment to ZCS within thirty (30) calendar days of receipt of each quarterly billing; provided, however, that all such payments are expressly conditioned upon ZCS providing services hereunder that are satisfactory to the City. 2 Each annual fee represents consideration to ZCS for claims investigation and adjustments services for 110 damage claims that are received that year (damage claims where ZCS prepares just "incident" reports and no other investigation and adjustment services are not counted as part of this annual figure). The City shall pay ZCS the sum of Two Hundred and Forty Dollars ($240.00) for claims investigation and adjustment services for each additional damage claim over 110 that is received by ZCS during that year. 4. Payment of Accepted Damage Claims. When a damage claim and corresponding settlement amount is accepted and approved by the City, the necessary funds shall be made available by the City to ZCS for payment of the damage claim. Unless otherwise directed by the City, payment of all damage claims by ZCS to the claimants is expressly conditioned upon the respective claimant executing an appropriate release and settlement agreement. 5. Payment of Allocated Loss Expenses. In addition to the claim service fee required under Section 3 of this Agreement, the City shall pay all reasonable and necessary "allocated loss expenses" incurred during and as a result of the investigation and adjustment of damage claims against the City; provided, however, that ZCS must obtain prior approval for these expenses from the appropriate City attorney at the City Legal Department. These expenses include fees and charges for commercial photography services, expert witness services, witness fees, independent medical examinations, witness travel, extraordinary travel for ZCS personnel (outside of Yakima County), court reporter services, transcription services, obtaining public records, auto or property appraisal services, and other similar costs or expenses. 6. Termination. The City or ZCS may terminate this Agreement, with or without cause, by giving not less than sixty (60) calendar days' written notice of termination to the other party. If Craig Nance is unable or unwilling to work at ZCS, then the City may terminate this Agreement, with or without cause, by giving not less than fifteen (15) calendar days' written notice of termination to ZCS. In the event of termination, and except as otherwise provided in this Section, the City shall pay ZCS a pro -rata share of the applicable quarterly payment through the termination date. With regard to the processing of damage claims pending with ZCS at the time of termination, the City shall have the option to directly investigate and adjust all such damage claims, or the City may negotiate a fee with ZCS for all necessary investigation and adjusting services to bring these pending damage claims to conclusion. 7. Status of Contractor. ZCS and the City understand and expressly agree that ZCS is an independent contractor in the performance of each and every part of this Agreement. ZCS and its employees shall make no claim of City employment nor shall ZCS make any claim against the City for any related employment benefits, social security, and/or retirement. 3 8. Taxes and Assessments. ZCS shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, ZCS shall pay the same before it becomes due. 9. Indemnification. a. ZCS agrees to hold harmless, indemnify, and defend the City, its elected officials, officers, employees, and agents from and against any and all suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees) which result from or arise out of the sole negligence of ZCS, its officers, employees, and agents in connection with or incidental to the performance or non-performance of this Agreement. b. The City agrees to hold harmless, indemnify, and defend ZCS, its officers, employees, and agents from and against any and all suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees) which result from or arise out of the sole negligence of the City, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non-performance of this Agreement. c. In the event that the officials, officers, agents, and/or employees of both ZCS and the City are both negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). d. Nothing contained in this Section or this Agreement shall be construed to create a liability to any third party or a right of indemnification in any third party. 10. Insurance Provided by ZCS. a. Commercial Liability Insurance. On or before the date this Agreement is fully executed by the parties, ZCS shall provide the City with a certificate of insurance as proof of commercial liability insurance with minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and 4 confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days' prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. b. Automobile Liability Insurance. On or before the date this Agreement is fully executed, ZCS will identify those individuals who will use their personal vehicles in conjunction with this Agreement. As proof of insurance, each of those individuals will be required to furnish the City either a certificate of insurance or a copy of the declarations page from their personal automobile policy. Minimum limits required are $1,000,000 per occurrence combined single limit bodily injury and property damage. Updated declarations pages will be furnished to the City each time the personal automobile policies renew. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. c. Professional Liability Policy. On or before date this Agreement is fully executed by the parties, ZCS shall provide the City with a certificate of insurance as evidence of professional liability coverage with a limit of One Million Dollars ($1,000,000.00) for each wrongful act and an annual aggregate limit of Two Million Dollars ($2,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company rated A -VII or higher in Best's Guide. The retroactive date of the insurance policy shall be on or before January 1, 1993, or shall provide full prior acts. The insurance coverage shall remain in effect during the term of this Agreement and for a minimum of three (3) years following the termination of this Agreement. 11. No Insurance. It is understood the City does not maintain liability insurance for ZCS and/or its employees. 12. Nondiscrimination Provision. During the performance of this Agreement, ZCS shall not discriminate on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other 5 forms of compensation, selection for training, and the provision of services under this Agreement. 13. Compliance with Law. ZCS agrees to perform those services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 14. Non -Waiver. The waiver by ZCS or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. 15. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by ZCS to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of ZCS as stated herein. 16. Severability. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 17. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or delivered to the parties to their addresses as follows: TO CITY: TO ZCS: Finance Director City of Yakima 129 North Second Street Yakima, WA 98901 City Attorney City of Yakima Legal Department 200 South Third Street Yakima, WA 98901-2830 Craig M. Nance, Claims Manager Zaremba Claims Service - Yakima 508 North 20th Avenue Yakima, WA 98902 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage 6 prepaid or personally served. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 18. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 20. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 21. Integration and Supersession. This Agreement sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all such former agreements, which are hereby declared terminated and of no further force and effect upon the execution and delivery hereof. There are no terms, conditions, or agreements with respect thereto except as herein provided, and no amendment or modification of this Agreement shall be effective unless reduced to writing and executed by the parties. 7 CITY OF YAKIMA By: ZAREMBA CLAIMS SERVICE;INC..,u R. A. Zais, Jr., City Manager Date: S ,,,,I6.e ,. 621 ..01::)/ ATTEST: By: f`l A City Clerk Craig M. Its Mana r -Owner Date: /2 ' / ? - .20 o �. City Contract No.: 2001-127 Resolution No.: R-2001-162 State of Washington ss. County of Yakima I hereby certify that I know or have satisfactory evidence that Craig M. Nance is the person who appeared before me, and said person acknowledged that he signed this instrument, and on oath stated that he was authorized to execute the instrument and acknowledged it as the Manager -Owner of Zaremba Claims Service - Yakima, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. SUBSCRIBED AND SWORN TO before me this /-544 day of November, 2001. Printed name: ,ems vs1 .i Sam tht.htlee NOTARY PUBLIC in and for the State of Washington, residing at . My commission expires 4/14,iv) 2.06Y. C: Karen's Piles \AGREEMENTS \HARVEY\Zaremba Claims Contract 2001.doc Last printed November 28, 2001 3:08 PM 8 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 8 For Meeting of December 4, 2001 ITEM TITLE: Consideration of resolution authorizing professional services contract for Zaremba Claims Service - Yakima to review and investigate property and general liability damage claims filed against the City of Yakima. SUBMITTED BY: Raymond L. Paolella, City Attorney Helen A. Harvey, Assistant City Attorney Cindy Epperson, Accounting Manager, Finance Department CONTACT PERSON/TELEPHONE: Helen A. Harvey, 575-6030 SUMMARY EXPLANATION: The City of Yakima is self-insured for most property and general liability damage claims. The City requires professional services for the investigation and adjustment of those claims. Zaremba Claims Service - Yakima ("Zaremba") is willing to continue to provide claims investigation and adjustment services in accordance with the terms of the enclosed Claims Service Agreement. The City's current four-year contract with Zaremba ends on December 31, 2001. This Claims Service Agreement for professional services with Zaremba will commence on January 1, 2002. Resolution X Ordinance Other (Specify) Contract Mail to (name and address): Phone: Funding Source Risk Management Reserve Fund APPROVED FOR SUBMITTAL: - � 4(4City Manager STAFF RECOMMENDATION: Adopt Resolution. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2001-162