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HomeMy WebLinkAboutR-2011-081 Property and Casualty Insurance Broker and Risk Management Services Agreement Extension RESOLUTION NO. R- 2011 -81 A RESOLUTION authorizing the City Manager of the City. of Yakima to execute a two -year extension to the professional services agreement for property and casualty insurance broker and risk management services with Wells Fargo Insurance Services USA, Inc. WHEREAS, the City of Yakima requires professional services related to insurance brokerage services for property and casualty insurance broker and risk management services for the City of Yakima; and WHEREAS, the City's three -year contract for such services commenced on September 1, 2008, and expires on August 31, 2011; and WHEREAS, section 2.1 of the City's current contract for property and casualty insurance broker and risk management services allows a two (2) year extension, making the total contract term five (5) years, with an expiration date of August 31, 2013; and WHEREAS, the City entered into Contract No. 2008 -101 with Wells Fargo Insurance Services Northwest, Inc., for property and casualty insurance broker and risk management services, and Wells Fargo Insurance Services Northwest, Inc. was consolidated into Wells Fargo Insurance Services USA, Inc. on January 1, 2010; and WHEREAS, Wells Fargo Insurance Services USA, Inc., has been satisfactorily performing the professional services required by the City in accordance with the terms and conditions of the Contract; and WHEREAS, the City of Yakima and Wells Fargo Insurance Services USA, Inc. desire to extend their Professional Services Contract for property and casualty insurance broker and risk management services for a two -year term, from September 1, 2011 through August 31, 2013; and WHEREAS, the City Council finds it to be in the best interest of the City to authorize the City Manager to execute the extension of the Professional Services Contract for the property and casualty insurance broker and risk management services with Wells Fargo Insurance Services USA, Inc, under the terms and conditions set forth in the Extension of the Professional Services Agreement attached hereto; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Council authorizes the City Manager to execute a two -year extension of the professional services agreement for property and casualty insurance broker and risk management services with Wells Fargo Insurance Services USA, Inc., for two years commencing September 1, 2011, in accordance with the conditions set forth in the "Extension of Professional Services Contract Between City of Yakima and Wells Fargo Insurance Services USA, Inc." ADOPTED BY THE CITY COUNCIL this 7th day of June, 2011. 1 Micah Cawley, or Y, ay or 43 City Clerk Extension of Professional Services Contract Between City of Yakima and Wells Fargo Insurance Services USA, Inc. This Extension of the existing Professional Services Contract (City Contract No. 2008 -101, adopted by Resolution No. R- 2008 -129 on August 19, 2008, hereafter "Contract ") with Wells Fargo Insurance Services USA, Inc., the successor in interest to Wells Fargo Insurance Services Northwest, Inc. (hereafter referred to "Wells Fargo Insurance Services ") is made and entered into by and between the City of Yakima (hereafter the "City "), and Wells Fargo Insurance Services USA, Inc. Whereas, the City entered into a Contract in 2008 with Wells Fargo Insurance Services Northwest, Inc., for property and casualty insurance broker and risk management services, and Wells Fargo Insurance Services Northwest, Inc. was consolidated into Wells Fargo Insurance Services USA, Inc. on January 1, 2010; and Whereas, Wells Fargo Insurance Services USA, Inc., is the successor in interest to Wells Fargo Insurance Services Northwest, Inc., and represents that it has the expertise necessary and is willing to perform the professional services required by the City in accordance with the terms and conditions of the Contract; and Whereas, since 2008 the primary contacts for the City on City Contract No. 2008- 101 have been Senior Vice Presidents Joel Pearson and Deborah A. Krautwurm and both continue to be the primary contacts for the City at Wells Fargo Insurance Services USA, Inc., and Whereas, the original term of said Contract was for a three (3) year period beginning September 1, 2008, and continuing until August 31, 2011; and Whereas, Section 2 entitled "Period of Performance" of the Contract allows the City the option to extend the Contract for an extension of two (2) additional years, making the total term five (5) years, to August 31, 2013; and Whereas, the City wishes to exercise its option to extend the Contract for an additional two (2) year period; and Now, therefore, the City and Wells Fargo Insurance Services USA, Inc. agree to the following two (2) year extension of the existing Contract, under the conditions set forth: 1. The City consents to and approves the transfer of the Contract from Wells Fargo Insurance Services Northwest, Inc. to Wells Fargo Contract Extension between City of Yakima 1 and Wells Fargo Insurance Services USA, Inc. Insurance Services USA, Inc., to the extent such consent is required by the terms and conditions of City Contract No. 2008 -101 and applicable law, and the assumption by Wells Fargo Insurance Services USA, Inc. of all obligations and liabilities of Wells Fargo Insurance Services Northwest, Inc., under City Contract No. 2008 -101, known and unknown, subject to applicable law. 2. The term of the Contract (City Contract No. 2008 -101) is hereby extended for two (2) years commencing September 1, 2011 and continuing through August 31, 2013, at which time said Contract between the City and Wells Fargo Insurance Services USA, Inc., shall terminate, unless sooner terminated by either party in accordance with Section 13 of the Contract. 3. The City shall pay Wells Fargo Insurance Services USA, Inc. the sum of Sixty Thousand Dollars ($60,000) for each year of the two -year (2 -year) extension pursuant to the provisions in Section 3 of City Contract No. 2008 -101. Except as expressly modified herein, all other terms and conditions of the Professional Services Contract between the City of Yakima and Wells Fargo Insurance Services (City Contract No. 2008 -101) shall remain in full force and effect. CITY OF YAKIMA WELLS FARGO I URANCE SERVIC.=S US • , IN I . B BY: ��. ` R.A. Zais, Jr., ,r el earson J City Manager Its: Senior Vice President Date: &f �/!/ Date: .- 0 1 ATTEST: yp.Ki Mq `,, • •%� � � ' ' 4 ! L : * i City Clerk ' + + 9 '. ® *.- • ',, h�gSNING' ( � : City Contract No. 2008 -101 Resolution No.: f - ? /1 - Contract Extension between City of Yakima 2 and Wells Fargo Insurance Services USA, Inc. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON III AGENDA STATEMENT Item No. ' hi.. For Meeting Of: June 7, 2011 ITEM TITLE: Consideration of Resolution authorizing the City Manager to execute a two - year extension to the professional services agreement for property and casualty insurance broker and risk management services with Wells Fargo Insurance Services USA, Inc. SUBMITTED BY: Finance Department CONTACT PERSON: Rita DeBord, Finance & Technology Director, 576 -6771 -; i Helen Harvey, Sr. Asst. City Attorney SUMMARY EXPLANATION: This resolution, if approved by Council, authorizes the execution of a two -year extension to the Professional Services Agreement with Wells Fargo Insurance Services USA, Inc. for property and casualty insurance broker and risk management services. The City's current three -year contract commenced on September 1, 2008 and expires on August 31, 2011. Wells Fargo has provided insurance and risk management services to the City since the 1980's. In 2003 the City performed a Request for Proposal (RFP) for property and casualty insurance 0 broker and risk management services and Wells Fargo Insurance Services Northwest was the successful candidate. The current contract was re- negotiated in 2008 for a three year period and allows for a two -year extension. Wells Fargo has agreed to maintain their current fee schedule, of $60,000 annually, for the two year extension period. Based on the high caliber of work that Wells Fargo has provided to the City over the years and their integral knowledge of the city's operations and related insurance needs, staff is recommending that the Council authorize the two -year extension of the existing contract with Wells Fargo, commencing September 1, 2011 and expiring on August 31, 2013, for our critical insurance broker and risk management services. Resolution X Ordinance Other (Specify) Contract X Mail to (name and address): Mr. Joel Pearson, Sr. V.P, Wells Fargo Ins. Services USA, Inc., P.O. Box 2547 Yakima, Wa. 98907_ Phone: Funding Source Risk Management APPROVED FOR SUBMITTAL: '�� ,:-, ;� City Manager STAFF RECOMMENDATION: Adopt Resolution BOARD / COMMISSION RECOMENDATIONS Ell COUNCIL ACTION: • III PROFESSIONAL SERVICES CONTRACT THIS PROFESSIONAL SERVICES CONTRACT is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter the "City "), and Wells Fargo Insurance Services Northwest, Inc., a Washington corporation ( "Wells Fargo ") (hereinafter the "Contractor "). WHEREAS, the .City of Yakima requires professional services related to insurance brokerage services for Property & Casualty Broker and Risk Management Services for the City of Yakima; WHEREAS, the Contractor represents that it has the expertise necessary and is willing to perform the professional services required by the City in accordance with the terms and conditions of this Contract; NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is . agreed by and between the City and Contractor as follows: . Section 1. Scope of Work 411) 1.1 The minimum services that the Contractor will provide. include: (a) Market and advise the City on its insurance coverage; (b) Prepare accurate quarterly and year -end claims reports promptly; and (c) Provide risk management services, including but not limited to review of vendor certificates of insurance to meet contract requirements; advise on wording for insurance requirements and the amounts of appropriate insurance coverage in City contracts; and training for City personnel as required. 1.2 Contractor shall provide the services and staff described in the text of the Professional Services Contract, including the services described in Exhibit "A ", which is incorporated herein by this reference. The services are included within the base fee. The Professional Services Contract and Exhibit "A" is referred to herein as the "Contract." The Contract specifies the working relationship between the City and the Contractor, and specific obligations of both parties. 1.3 Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be required to perform the services described in paragraph 1.1 in accordance with this Contract: personnel, labor and supervision; and technical, professional and other services. All such services, property and other items furnished or required to be furnished, together with all other obligations performed or . Professional Services Contract -1- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc required to be performed, by Contractor under this Contract are sometime collectively referred to in this Contract as the "Services." 1.4 All provisions of this Contract are intended to be complementary, and any Services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the Services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the Services, without any increase in the compensation otherwise payable under this Contract. Section 2. Period of Performance 2.1 The period of performance under this Contract will be three (3) years, commencing on September 1, 2008, and continuing until August 31, 2011. An additional extension of two (2) years may be offered, at the option of the City, making the total contract term five (5) years, to August 31, 2013. In the event the City elects to extend the Contract for an additional two -year term, the City shall provide written notice to the Contractor at least ninety (90) days prior to the end of the initial three -year Contract period, or on or before June 1, 2011. The City's option to extend the Contract for an additional two -year term is subject to a mutually satisfactory agreement between the parties on the value of the services during the additional two -year (2 -year) period, and is further subject to approval by the City Council. Section 3. Compensation 3.1 As full compensation for satisfactory performance of the Services, City shall pay Contractor Fifty Thousand Dollars ($50,000.00) for the first year of the Contract, Fifty -Five Thousand Dollars ($55,000.00) for the second year of the Contract, and Sixty Thousand Dollars ($60,000.00) for the third year of the Contract. At the end of this term, the parties may extend this Ordinance under terms and conditions then agreed. The three -year term of the Contract is subject to an option to extend for two (2) additional years if the City and Wells Fargo can reach a mutually satisfactory agreement on the value of the services for the additional two -year (2 -year) period and as provided in Section 2.1 above. 3.2 Each annual fee shall be paid by the City to Contractor in three installments, in four - month intervals. The three invoices that will be submitted each year by Contractor to the City of Yakima will be submitted on or about January 1, May 1, and September 1 of each year.. The first invoice for the first year of the Contract will be submitted on or about January 1, 2009. Each of Contractor's invoices shall set forth a description of the Services performed during the applicable period, and any reimbursable costs and expenses incurred in connection with such Services. With each invoice, the Contractor will also submit a report to the City listing the. City departments with whom the Contractor worked and the issues that the Contractor worked on for the respective City departments during the previous four month period. Professional Services Contract -2- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc. • 3.3 City of Yakima shall pay each of Contractor's invoices within thirty (30) days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Contractor providing services hereunder that are satisfactory to the City. 3.4 Any additional service(s) provided by the Contractor which are to be paid by the City must have prior written approval of the City. Section 4. Performance by Contractor 4.1 Delegation of Professional Services. The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged on such work or services. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any Services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the Services, with or without the City's prior written consent, shall relieve Contractor of its responsibility to perform the Services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, Contractor's III subcontractors, and any other person who performs or furnishes any Services (collectively, the "Support"). 4.2 Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the Services. Contractor shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. 4.3 Contractor shall perform the Services in a timely manner and in accordance with the standards of the profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the Services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the Services in accordance with its own methods. 4.4 Contractor shall take all reasonable precautions to protect against any bodily injury (including death) or property damage that may occur in connection with the Services. Section 5. Compliance with Laws 5.1 Contractor shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, and other requirements, now in effect, of any governmental authority (including, but not limited to, such requirements as may be imposed upon the City and ID applicable to the Services). Contractor shall furnish such documents as may be required Professional Services Contract -3 - Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc. to effect or evidence such compliance. All laws, ordinances, rules and orders required to be incorporated in agreements of this character are incorporated in this Contract by this reference. Section 6. Taxes and Assessments 6.1 Contractor 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 Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. Section 7. Nondiscrimination Provision 7.1 During the performance of this Contract, Contractor 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 forms of compensation, selection for training, and the provision of Services under this Contract. Section 8. Inspection: Examination of Records 8.1 The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 8.2 Contractor shall promptly furnish the City with such information related in the Services as may be requested by the City. Until the expiration of three (3) years after final payment of the compensation payable under this Contract, Contractor shall provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services of this Contract. Section 9. Property and Confidential Information 9.1 Contractor shall not, without the prior written consent of the City, disclose to third parties any information received in connection with the Services unless: (a) information is known to Contractor prior to receiving the same directly or 410 indirectly in connection with the Services; Professional Services Contract -4- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc • (b) information is in the public domain at the time of disclosure by Contractor; or (c) information is received by Contractor from a third party who does not have an obligation to keep the same confidential. Section 10. Indemnification and Hold Harmless ' 10.1 Contractor agrees to protect, defend, indemnify, and hold harmless the City, its elected officials, officers, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) resulting from death or bodily injury to any person or damage or destruction to a third party or third parties to the extent caused by any negligent act and /or omission of the Contractor, its officers, employees, agents, and/or subcontractors, arising out of the performance of. this Contract. 10.2 Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. Section 11. Insurance Provided by Contractor 0 11.1 At all times during performance of the Services, the Contractor shall secure and maintain in effect insurance to protect the City and the Contractor from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. 11.2 Commercial Liability Insurance. Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of Five Million Dollars ($5,000,000.00) per occurrence combined single limit bodily injury and property damage, and Five Million Dollars ($5,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. 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. • Professional Services Contract -5- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc 11.3 Commercial Automobile Liability Insurance. Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with a minimum liability limit of Five Million Dollars ($5,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. 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. 11.4 Professional Liability Insurance. Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as evidence of Professional Errors and Omissions Liability Insurance with coverage of at least Ten Million Dollars ($10,000,000.00) per occurrence and an annual aggregate limit of at least Ten Million Dollars ($10,000,000.00). 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. If the policy is on a claims made basis, the retroactive date of the insurance policy shall be on or before the inception date of the Contract, or shall provide full prior acts. The insurance coverage shall remain in effect during the term of this Contract and for a minimum of three (3) years following the termination of this Contract. Section 12. Changes 12.1 The City may, at any time by written notice thereof to Contractor, make changes in the Services within the general scope of this Contract (including, but not limited to, additions to or deletions from any Services, suspension of performance and changes and location of performance). 12.2 If any change under paragraph 12.1 causes a significant increase or decrease in the cost of the time required for performance of the Services, an equitable adjustment in the compensation and schedules under this Contract shall be negotiated to reflect such increase or decrease, and this Contract shall be modified in writing accordingly. Such equitable adjustment shall constitute full compensation to Contractor for such change. If any change under paragraph 12.1 results in a decrease in the Services to be performed, Contractor shall not be entitled to anticipated profit on Services not performed and the loss of anticipated profit shall not reduce the decrease in compensation under this Contract resulting from such exchange. Further, Contractor shall not be entitled to any reallocation of cost, profit or overhead. Professional Services Contract -(- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc 12.3 , Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment under paragraph 12.2, Contractor shall immediately proceed with performance of the Services as changed pursuant to paragraph 12.1. If Contractor intends to assert a claim for equitable adjustment under paragraph 12.2, Contractor must, within sixty (60) days after Contractor's receipt of any notice under paragraph 12.1 that does not set forth an acceptable adjustment, submit to the City a written statement of the basis and nature of the adjustment claimed. Contractor shall not be entitled to any adjustment unless such written statement is submitted by Contractor to the City within the applicable period. Section 13. Termination 13.1 The City may, by giving the Contractor thirty (30) calendar days written notice of termination, terminate this Contract as to all or any portion of the Services not then performed, whether or not Contractor is in breach or default, and with or without cause. Upon receipt of any such notice of termination, Contractor shall, except as otherwise directed by the City, immediately stop performance of the Services to the extent specified in such notice. Contractor shall have the same termination rights as the City in Section 13. 13.2 In the event of termination pursuant to paragraph 13.1, an equitable adjustment shall be made in the compensation payable to Contractor under this Contract, provided that such 1110 compensation as so adjusted shall in no event exceed a percentage of the total compensation otherwise payable under this Contract equal to the percentage of the Services satisfactorily completed at the time of termination. Further, Contractor shall not be entitled to any reallocation of cost, profit or overhead. Contractor shall not in any event be entitled to anticipated profit • on Services not performed on account of such termination. Contractor shall use its best efforts to minimize the compensation payable under this Contract in the event of such termination. 13.3 If the City purports to terminate or cancel all or any part of this Contract for Contractor's breach or default when Contractor is not in breach or default which would permit such termination or cancellation, such termination or cancellation shall be deemed to have been a termination by the City pursuant to paragraph 13.1 and the rights of the parties shall be determined accordingly. Section 14. Miscellaneous 14.1 Assignment. This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor 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 Contractor stated herein. • 14.2 No Conflict of Interest. Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would Professional Services Contract -7- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc I 1 conflict in any manner or degree with the performance of this Contract. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 14.3 No Insurance. It is understood that the City does not maintain liability insurance for Contractor and /or its employees. 14.4 Severability. If any portion of this Contract is changed per mutual agreement or any portion is held invalid, the remainder of the Contract shall remain in full force and effect. 14.5 Integration. This written document constitutes the entire agreement between the City and Contractor. There are no other oral or written Contracts between the parties as to the subjects covered herein. No changes or additions to this Contract shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 14.6 Rule of Construction. In the event of an inconsistency in this Contract, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) "Professional Services Contract." (b) City Request for Proposal. (c) Contractor's Proposal. 14.7 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: Rita DeBord, Finance Director, AND TO: Sue Ownby, Purchasing Manager City of Yakima Finance Department City of Yakima City Hall — First Floor City Hall — First Floor 129 North Second Street 129 North Second Street Yakima, WA 98901 Yakima, WA 98901 TO CONTRACTOR: Joel Pearson, Senior Vice President Deborah Krautwurm, Senior Vice President Wells Fargo Insurance Services Northwest, Inc. • 1430 North 16th Avenue P. O. Box 2547 Yakima, WA 98907 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 hand delivered. Such notices shall be deemed effective when hand delivered at the addresses Professional Services Contract -8- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc specified above, or three (3) days after the date of mailing to the addresses specified • above. 14.8 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 14.9 Venue. The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. CITY OF YAKIMA WELLS FARGO INSURANCE SERVICES NORTHWEST, INC. By B Richard A. Zais, Jr., City Manager Joel Pearson, Senior Vice President Date: Date: 111 ATTEST: By City Clerk City Contract No.: Resolution No.: • • Professional Services Contract -9- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc. STATE OF WASHINGTON) • ) ss. COUNTY OF YAKIMA ) I hereby certify that I know or have satisfactory evidence that Joel Pearson 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 Senior Vice President of Wells Fargo Insurance Services Northwest, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this day of , 2008. Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: • Professional Services Contract -10- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc. EXHIBIT A TO PROFESSIONAL SERVICES CONTACT All services will be provided by the Yakima Wells Fargo Insurance Services Northwest, Inc. offices. Services included within the base fee: BROKERAGE SERVICES • . Exposure Identification and Evaluation • Insurance Program Audit (The Review of Existing Insurance Policies to Determine Adequacy of Coverage, Adequacy of Limits, Appropriate Deductible /Retention Levels, Significant Restrictions. in Coverage, the Existence of Warranties, Concurrency of Coverage, Duplications or Gaps in Coverage, Suitability of Forms, Financial Stability of Insurers and Insurer Service Capability) • Insurance Program Design (The Drafting of Insurance Policy Specifications to Address Exposures to Loss Confronting Client) • Property, Casualty and Marine Marketing of Coverages and Related Services: • The Preparation of Appropriately Detailed Coverage Specifications • The Submission of Specifications to Selected Markets /Vendors • The Negotiation of Coverage and Pricing at Decision Making Level • The Evaluation of Alternatives in Accordance with Client Determined Priorities • The Preparation of Presentation and Recommendations to Client • The Verification of all Requested New and Renewal Policy Terms, Conditions, Rates and Premiums • The Verification of Insurance Company Audit Calculations if Applicable • The Allocation of Premiums and Premium Adjustments • The Review of Client's Contracts (Indemnification Agreements and Insurance Requirements) • Certificate of Insurance Review for Compliance Professional Services Contract -1 1 - Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc. • The Monitoring of Insurance Company Services • The Monitoring of Insurer Security • Insurance Company Liaison Activities (Troubleshooting) • Day -To -Day Insurance /Risk Management Advice and Counsel • The Preparation of Insurance Certificates • • The Preparation of Insurance Data for Client's Audits • The Maintenance of Client Service Records • Annual Service Planning. • In Depth Annual Account Reviews • Annual Stewardship Reports RISK MANAGEMENT SERVICES • Analysis of Pools and Self - Insurance Plan 411 • Periodic Evaluation of Loss Data with Appropriate Action Recommendations • Monitoring of Insurance Company or Independent Risk Control Services • Review and Negotiation of Insurer Fire Protection Engineering Recommendations • Assistance in Selecting Insurance Company /Independent Risk Control Service Providers • Day -to -Day Advice and Counsel on Risk Control Related Matters • Boiler and Machinery Surveys— Monitoring Carrier Services • Training to City Personnel on Insurance Coverage Issues and Obtaining Proper Certificates of Liability Insurance Professional Services Contract -12- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc. CLAIMS MANAGEMENT SERVICES o The Monitoring of Insurance Company or Independent Claims Services O The Resolution of Coverage Questions /Disputes in a Timely and Amicable Fashion O Assistance in Locating Qualified Defense Counsel when Special expertise /Technical Experience is Required such as on Insurance Coverage Issues o Day -to -Day Advice and Counsel on Claims Related Matters o Evaluating Insurance Company or Vendor Service Performance , o Assistance in Preparation of Claims Reports for City Council 410 • • • Professional Services Contract -13- Between City of Yakima and Wells Fargo Insurance Services Northwest, Inc.