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HomeMy WebLinkAboutCAG1998-0067 - Original - Bell-Anderson Agency, Inc - Risk Management & Insurance Services - 01/01/1998 x CONSULTANT SERVICES CONTRACT BETWEEN THE CITY OF KENT AND BELL-ANDERSON AGENCY, INC. THIS AGREEMENT is made by and between the CITY OF KENT, a Washington municipal corporation ("City"), whose mailing address is 220 Fourth Avenue South, Kent, Washington, 98032, and BELL-ANDERSON AGENCY, INC., organized under the laws of the State of Washington and located and doing business at 724 W. Smith Street, Kent, Washington 98032 ("Consultant"). IN CONSIDERATION OF THE MUTUAL PROMISES ESTABLISHED HEREIN, THE PARTIES AGREE AS FOLLOWS: I. Description of Work; Time for Performance; Contract Term. Consultant shall provide certain professional risk management and insurance services for the City as more particularly described in the Scope of Work attached as Exhibit A and incorporated by this reference. Consultant represents that the services furnished under this agreement will be performed in accordance with generally accepted professional practices in effect at the time these services are performed. The time for performance under this agreement shall commence on January 1, 1998, and contract performance shall apply to all matters commenced with the City during the 1998 calendar year, whether or not any individual matter is brought to completion before the end of 1998. The Contract term shall be for one year, commencing on January 1, 1998 and terminating at the end of the last day of the 1998 calendar year. If both parties agree in writing at least thirty(30) calendar days prior to the end of the applicable contract year., this agreement may be extended, on the same terms and conditions, for up to five (5) additional one-year terms. II. Payment. The City shall pay the Consultant Ten Thousand dollars ($10,000)for the services and work products described in Section I. This is the maximum amount to be paid under this agreement and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed supplemental agreement. However, the City reserves the right to direct the Consultant's compensated services before reaching the maximum amount. The City shall provide payment in full within thirty (30) calendar days from the date this agreement is fully executed by all parties or by January 31 of any year that a renewal option has been exercised. BELL-ANDERSON INSURANCE SERVICES AGREEMENT--Page I of 5 III. Relationship of Parties. The parties intend to create an independent contractor- employer relationship. Consultant is customarily engaged in an independently established trade that encompasses the specific services provided to the City, and no agent, employee, representative or subcontractor of Consultant shall be deemed to be the employee, agent, representative or sub- contractor of the City. In the performance of the work, Consultant is an independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained under this agreement. The City may, during the term of this agreement, engage other independent contractors to perform the same or similar work. IV. Termination. Either party may terminate this agreement prior to the end of year termination date, with or without cause, upon giving the non-terminating party at least thirty (30) calendar days prior written notice. After termination,the City may take possession of all records and data within the Consultant's possession pertaining to the contract work and may use those records and data without restriction. Any such use by the City that is not related to the contract work shall be without liability or legal exposure to the Consultant. V. Discrimination. In the hiring of employees for the performance of work under this agreement,the Consultant or any person acting on behalf of such Consultant shall not, by reason of race, religion, color, sex, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. VI. Indemnification. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this agreement, except for injuries and damages caused by the sole negligence of the City. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and BELL-ANDERSON INSURANCE SERVICES AGREEMENT--Page 2 of 5 the City, its officers, officials,employees, agents and volunteers,the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this agreement. VII. Insurance. Before beginning work on this agreement,the Consultant shall procure and maintain for the duration of this agreement,Errors and Omissions or Professional Liability insurance with limits no less than $1,000,000 per occurrence against claims which may arise from or in connection with the performance of the contract work by the Consultant, its agents, representatives, employees, subconsultants or subcontractors. This insurance must be placed with insurers with a current Bests' rating of A:XII, or with an insurer acceptable to the City. The Consultant shall furnish the city with certificates of insurance affecting coverage required by this Section VII. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. The Consultant's insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary insurance as respects the City, and the City shall be given thirty (30) calendar days prior written notice of any cancellation, suspension or material change in coverage. VIII. Ownership and Use of Records and Documents. Original documents and reports developed under this agreement shall belong to and become the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. BELL-ANDERSON INSURANCE SERVICES AGREEMENT--Page 3 of 5 IX. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. X. Resolution of Disputes and Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Washington. In any claim or lawsuit for damages arising from the parties' performance of this agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this agreement. XI. Assignment. Any assignment of this agreement by the Consultant without the written consent of the City shall be void. XII. Modification. No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. XIII. Entire Agreement. The written provisions and terms of this agreement,together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this agreement. The entire agreement between the parties with respect to the subject matter hereunder is contained in this agreement and any Exhibits attached hereto. All of the above documents are hereby made a part of this agreement and form the agreement document as fully as if the same were set forth herein. Should any language in any of the Exhibits to this agreement conflict with any language contained in this agreement, the terms of this agreement shall prevail. BELL-ANDERSON INSURANCE SERVICES AGREEMENT--Page 4 of 5 IN WITNESS,the parties below have executed this agreement, which shall be effective on the last date signed below. BELL-ANDERSON AGENCY, INC. THE CITY OF KENT O J 1 by by its _6 its c z DATE: 2 iti r DATE: 3 '3 "T k Notices to be sent to: Notices to be sent to: Mr. Carl G. Hart Mr. Ken Chatwin Director, Risk Management Services Risk Manager Bell-Anderson Agency, Inc. The City of Kent 220 Fourth Avenue South Kent, Washington 98032 tel. (253) 859-3340 (fax.l (253) 813-2190 APPROVED AS TO FORM: ATTEST: en City ney l Ol ��;/X�2. Kent City Clerk / P_TAWTONTRACTIBELLANDR EES BELL-ANDERSON INSURANCE SERVICES AGREEMENT--Page 5 of 5 EXHIBIT A SCOPE OF WORK Bell-Anderson will provide Agent of Record and Consulting Brokerage Services relating to the placement of insurance for real property, business personal property, vehicles and other equipment, as well as the other services defined in this Scope of Work. Recognizing that the scope of services includes a range of activities anticipated to be required, and that the priority or actual need of these or related activities may vary in response to factors outside the control of either City or Consultant, Consultant shall be responsive to City's actual service needs to the extent possible. Consultant shall work under the direction of the City's Risk Manager, performing within the range of services outlined below: Property/Casualt^y Risk Analysis, Marketing and Placement of Insurance 1. Develop underwriting information, prepare specifications for marketing insurance coverage, structure offerings to insurers and secure insurance coverage selected by the City. 2. Design insurance policy wording to meet the specific needs and requirements of the City. 3. Structure insurance programs to eliminate gaps and overlaps in coverage and to provide the limits or amounts of coverage requested by the City. 4. Review each insurance policy, binder, certificate or other insuring document to see that wording is complete and accurate and that coverage is in compliance with specifications. Verify the accuracy of invoices, making every effort to assure that billing(s) by insurer(s) are correct. Deliver binders and insurance policy(ies) to the City as soon as possible. 5. Service each policy issued to the City, processing changes and endorsements as needed. 6. Monitor all insurance and other risk financing or loss funding arrangements to assure their continuing adequacy in terms of cost and protection. 7. Act as liaison between City and insurer(s) and in accordance with Broker of Record Letters dated December 22, 1993. 8. Provide the City with a written explanation of the basic structure of each policy, including coverage, exclusions, terms, analysis of coverage 0 scope, cost and services, and other essential information, in a format suitable for use as a high level executive summary document. 9. Issue insurance certificates as requested by the City. 10. Maintain customary written records pertaining to the Consultant's marketing activities, and any other records which may be necessary in the future to document the handling of the City's account and placement of coverage. 11. Provide early warning of pending rate, coverage, or renewal problems, including significant changes in the financial status of insurers. Keep City informed of significant market conditions that may affect the City's insurance programs. 12. Provide general supportive risk management and insurance consulting as appropriate or as requested by the City. Attend meetings with the City as required. 13. Designate Carl Hart as the individual responsible for the City of Kent's account. Consultant agrees that it will not change the designated person without the expressed written approval of the City. Consultant further agrees to provide another person responsible in the event it is requested to do so by the City, and after obtaining the expressed prior written approval of the City for any replacement. 14. Consultant acknowledges the City's right to approve the selection of personnel or subcontractors to perform functions outlined in the Scope of Work. 15. The person designated as responsible for the City's account shall meet and/or discuss with the City on a regular basis (every 6 months at minimum) to review service requirements and services performed. P:\LAW\CONTRACT\BELLANDR.EES