HomeMy WebLinkAboutZaremba Claims Service - Claims Service AgreementCLAIMS SERVICE AGREEMENT
THIS CLAIMS SERVICE AGREEMENT (hereinafter the "Agreement") is
made and entered into by and between ZAREMBA CLAIMS SERVICE - YAKIMA,
P.O. Box 87, Yakima, Washington 98907 (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 previously has been self-insured for most property
and general liability damage claims; and effective on December 14, 2005, the
City of Yakima joined the Cities Insurance Association of Washington ("CIAW"),
which offers pooled insurance purchasing for liability coverage with a $100,000
deductible;
WHEREAS, the City requires investigation and adjustment services
regarding some 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 property and general liability damage
claims filed with, against or by the City as assigned.
b. Provide the City and/or CIAW 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 and/or CIAW. 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.
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c. In the event that the City attorney responsible for reviewing
an investigation report and/or CIAW determines additional
investigation services are necessary, provide such services as
directed by said attorney or his/her designee and/or CIAW.
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 claim reports as requested in a format
acceptable to the City and Wells Fargo Insurance Services on
the claims that were filed through December 31, 2006.
f. Furnish all damage claim forms necessary for proper claims
administration.
g.
Maintain an accurate record of open matters on which
Zaremba Claims Service is performing services for the City,
as requested by the City.
h. 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.
i. Provide the City with e-mail access and voice mail with
individual mailboxes.
J.
As may be requested during the term of this agreement on
specific damage claims occurring or filed on or after
January 1, 2011, provide services as described in Section la
through lh above.
k. As may be requested during the term of this agreement,
provide services related to investigating, adjusting,
negotiating and settling claims by or against the City.
2. Term of Agreement. The term of this Agreement shall be for a period of
three (3) years, beginning on January 1, 2018, and continuing through
December 31, 2020, unless sooner terminated by either party in accordance
with Section 6 of this Agreement. The City reserves the right to extend this
Agreement for two (2) additional one (1) year periods, upon thirty (30) days
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written notice to ZCS prior to its expiration. The City Manager has the
authority to extend this Agreement pursuant to this Section.
3. Consideration. In consideration of the damage claims investigation and
adjustment services to be performed by ZCS hereunder, the City shall pay ZCS
a rate of Sixty -Five Dollars ($65.00) per hour. ZCS shall bill the City on a
quarterly basis on claims that are closed in the preceding quarter, and on a
quarterly basis for services performed on open claims. The City shall make
payment to ZCS within thirty (30) calendar days of receipt of each billing;
provided, however, that all such payments are expressly conditioned upon ZCS
providing services hereunder that are satisfactory to the City.
ZCS shall provide accurate claim reports as requested in a format
acceptable to the City and Wells Fargo Insurance Services as required by
Section le of this Agreement in consideration of the compensation described
above.
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 or CIAW 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
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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.
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.
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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. 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 prior written notice. 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. ZCS has identified Craig Nance as
the individual who will use his personal vehicle in conjunction with this
Agreement. As proof of insurance, Craig Nance will be required to furnish the
City either a certificate of insurance or a copy of the declarations page from his
personal automobile policy. Minimum limits required are $250,000 per
occurrence for single limit bodily injury and $100,000 per occurrence for
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,
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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
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:
City of Yakima Legal Department
Attention: Helen Harvey, Sr. Assistant City
Attorney
200 South Third Street
Yakima, WA 98901-2830
City of Yakima Finance Department
Attn: Danny Agsolog, Director of Finance
8s Budget
129 North Second Street
Yakima, WA 98901
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TO ZCS:
Craig M. Nance, Claims Manager
Zaremba Claims Service - Yakima
P. O. Box 87
Yakima, WA 98907
Fax Number: (509) 452-7236
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
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.
CITY OF YAKIMA
ZAREMBA CLAIMS -SERV - YAKIMA
By: It •By:
Clif oo.►', City Manager aig fiance
Date: 13i
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Its: Manager -Owner
Date:
ATTEST:
By:
tPoMA
City Contract No.: 2o/7 -5/E " :} c f
City Clerk
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 1) Y r `day o
2017.
Printed name: J O/ Y KR0E
NOTARY PUBLIC in and for h- Sta - of
Washington, residing at
My commission expires
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First Extension of
Claims Se ce Agreement
This First Extension of the existing Claims Service Agreement, City
Contract No. 2017-318 (hereinafter "Agreement") with Zaremba Claims Service —
Yakima (hereinafter "ZCS") is made and entered into by and between the City of
Yakima (hereinafter the "City") and ZCS.
Whereas, the City entered into said Agreement with ZCS for the purpose
of obtaining investigation and adjustment services regarding property and
liability damage claims against or by the City of Yakima; and
Whereas, the original term of said Agreement was for a three-year period
beginning January 1, 2018, and ending December 31, 2020; and
Whereas, Section 2 of said Agreement allows the City the right to extend
the Agreement for two additional one-year periods, upon thirty days written
notice to ZCS, which has occurred, and provides that the City Manager has the
authority to extend the Agreement pursuant to Section 2 of the Agreement; and
Whereas, the City wishes to exercise its option to extend the Agreement for
a one-year period; and
Now, therefore, the City and ZCS agree to the following one-year extension
of the existing Agreement, under the conditions set forth:
The term of the Agreement (City Contract No. 2017-318) is hereby
extended for one year through December 31, 2021, at which time
said Agreement shall terminate, unless sooner terminated by either
party in accordance with Section 6 of the Agreement, or unless
extended for one additional year at the option of the City.
Additionally, all references in the original Agreement to "CIAW" shall be
read to include any and all insurance carriers or insurance pools utilized by
the City for its insurance coverage during the term of the original Agreement or
this extension to the Agreement.
Except as expressly modified herein, all other terms and conditions of the
Claims Service Agreement between the City of Yakima and Zaremba Claims
Service — Yakima. (City Contract No. 2017-318) shall remain in full force and
effect.
First Extension of Claims Service Agreement
between City of Yakima and
Zaremba Claims Service — Yakima
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CI OF
By: t ;°
Robert Harrison
City Manager na°-C
Date:
City
City Contract No.: _2017-318_
CITY CT CT
RESOLUTION
First Extension of Claims Service Agreement
between City of Yakima and
Zaremba Claims Service - Yakima
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Date: P %