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
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• 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
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Professional Services Contract -13-
Between City of Yakima and Wells Fargo
Insurance Services Northwest, Inc.