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HomeMy WebLinkAboutES11-098 - Original - Carl Warren & Company - Claims Consultant Services - 12/17/2010 ® Records M _ e e KEN` Document HINGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: C6 r Q OC V- kl CD Vendor Number: JD Edwards Number Contract Number: e sl )—© IaOc7 This is assigned by City Clerk's Office Project Name: Description. ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract M Other: _rjs��A,:. - SQL A('o,o Contract Effective Date: Ld-) 1-7 1 O Termination Date: 1.2 3/ 3 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: C. Y Department: t; s Detail: (i.e. address, location, parcel number, tax id, etc.): CfM ,�-J1Y�11� t S:Publfc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 KENT WAS IIINGTOM CONSULTANT SERVICES AGREEMENT between the City of Kent and Carl Warren & Company THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Carl Warren & Company organized under the laws of the State of California, located and doing business at 1400 — 112th Ave SE, Suite 218, Bellevue, WA 98004 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform for the City the services described in its October 19, 2010 response to the City's Request for Proposals a copy of which is attached and incorporated as Exhibit A, as well as the following services: 1. Set up and review new claim files within published performance standards; 2. Establish existing open claims on Carl Warren RMIS based upon limited information available and without expectation of that data remaining current without updated input material from the City; 3. Regular and consistent communication with both Risk Management and the City Attorney's office concerning claims and litigation. 4. Assign a dedicated Claims Specialist to the City of Kent's account as well as an identified backup in the event of vacations, illness, etc. 5. Participate, on an "on-call" basis, in any incidents which may give rise to major litigation, such as Police Shootings, Pursuits or other emergencies. 6. Provide regular Quarterly reports during the term of this agreement detailing the status of all Open claims, including details such as reserves, paid to date and action plan for resolution. 7. Maintain a Claims Disbursement Account which is attached and incorporated as Exhibit B. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Upon the effective date of this Agreement, Consultant shall complete the work described in Section I. The initial term granted by this Agreement shall be through December 31, 2013. Thereafter, this Agreement will automatically renew on an annual basis until terminated in accordance with Section V of this Agreement. CONSULTANT SERVICES AGREEMENT- 1 (Over$10,000) III. COMPENSATION. A. The City shall pay the Consultant an annual amount, not to exceed $48,500 in 2011 and 2012, and $49,955 in 2013 for the services described in this agreement. If the Consultant believes it has been required to handle an abnormally high number of claims in any calendar year in as manner that Consultant asserts would require any increase over this maximum amount, the parties shall negotiate an amendment to this Agreement before any additional compensation will be due to the Consultant and owed by the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, CONSULTANT SERVICES AGREEMENT - 2 (Over$10,000) discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. 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 Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. 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 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. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit C attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The City's use or reuse of any of the documents, data and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. CONSULTANT SERVICES AGREEMENT - 3 (Over$10,000) XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. 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, including all appeals, 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 VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. 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. CONSULTANT SERVICES AGREEMENT - 4 (Over$10,000) G. 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. All of the above documents are hereby made a part of this Agreement. However, 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. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. I IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT: u � I By � �_�� By: signatur ) (signature) Pri Na c r �Y1c �� Pri N e•� uzette Cooke Its SY`2S 1� Its Mayor � (�e) DATE: � V DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Richard McAbee, AVP Business Development Chris Hills, ARM-P, CRM, Risk Manager Carl Warren & Company City of Kent PO Box 25180 220 Fourth Avenue South Placentia, CA 92799-5180 Kent, WA 98032 888-858-2807, ext. 101 (telephone) 866-302-5035 (facsimile) (253) 856-5285 (telephone) (253) 856-6270 (facsimile) APPROVED AS TO FORM: -1WA 11M, LP Cti� Kent Law Department [In this field,you may enter the electronic fileVath where the contract has Even saved] CONSULTANT SERVICES AGREEMENT- 5 (Over$10,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this �� day of _ C S2 Y1,V4PL G , 20 . By; \e[ru1 hP For: C c�1A �.L1 r r-12 0 Title: \ 1 QV try,( __� Date: CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. p� I, the undersigned, a duly represented agent of CGS r` )01 if`Ci ICE r m 02t n Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as �� �_ Y��i � _ that was entered into on the �c P m\Y z r as40(date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of �.J:. Q r� r 20 . For: Cc. f \ \ )C, r�r u �D ✓� r���_ Date: Exhibit B Claims Disbursement Account Consultant shall establish and maintain a bank checking account entitled "Carl Warren & Company, as agent for City of Kent, WA, Claims Fiduciary Account" (the Claims Disbursement Account) at Bank of America, NA. Any interest earned on said account shall be used solely by the Consultant to make payments of City of Kent claims and associated expenses in accordance with the terms of this exhibit and agreement. Ali funds deposited by the City and the Consultant into the Claims Disbursement Account for the payment of claims and associated expenses are the property of the City and shall be maintained by the Consultant on behalf of the City in a fiduciary capacity separate and distinct from any other funds maintained by the Consultant on behalf of any other person or entity. The Consultant is authorized to withdraw funds from the Claims Disbursement Account only for the purpose of paying claims and/or associated expenses when authorized by the City. The City shall make an initial deposit to the Claims Disbursement Account of $50,000 (Account Maximum). The City, upon written request of the Consultant, shall deposit additional funds into the Claims Disbursement Account. When, as a result of the withdrawal of funds for the payment of valid claims and associated expenses, the amount maintained in the Claims Disbursement Account is less than $10,000, the Consultant shall submit to the City a written request to wire transfer funds to replenish the Claims Disbursement Account in an amount equal to the difference between such amount and the Account Maximum. The City shall transfer the funds to the Consultant within two (2) business days of the request. The Consultant may request in writing, based upon analysis done in conjunction with the City, an increase in the Account Maximum. The City will give reasonable consideration to such request by the Consultant. The Consultant agrees not to issue or authorize any check or other withdrawal from the Claims Disbursement Account unless ready funds are on deposit sufficient to pay or cover such check or withdrawal. It is expressly understood that the Consultant shall not be required to advance its own funds to pay any of the City's obligations. The Consultant agrees that the City shall have at least one authorized signor on the Claims Disbursement Account and the Consultant shall provide the required bank forms to the City of execution. In the event of termination of the Agreement, pursuant to Section V, provided the Consultant has acted in good faith and has performed its duties and obligations in accordance with the standards and requirements set forth in this Agreement, and except as otherwise required by law, at its sole option, the City shall continue to fund the Claims Disbursement Account in amounts sufficient to enable the Consultant to pay claims and associated expenses in accordance with the terms and conditions of this Agreement. In the event the Consultant is in material breach of this Agreement, or in the event the City gives notice of Termination of this Agreement pursuant to Section V, the City may modify the terms of this Agreement with respect to the Claims Disbursement Account. The City agrees to indemnify the Consultant for any losses resulting from the City's failure to fund its obligations. It is further understood that any losses not related to the City's failure to adequately fund its obligations shall be the responsibility of the Consultant. EXHIBIT C INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability _insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance EXHIBIT C (Continued) policies. The Consultant's Commercial General Liability insurance shall also 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. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. 4400 REQUEST FOR MAYOR'S SIGNATURE KENT Please Fill in All Applicable Boxes WASHINGTON Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) OriginatorLi�v t Phone (Originator): c3Z ?J5 Date Sent: 1 Zl -2-0 D Date Required: 1-L 7-1 /I vt (7 Return Signed Document to:C cl(5 CONTRACT TERMINATION DATE: ,z�3 ► Zoc 3 VENDOR NAME: Cr, I LUce-v v c� [ le, DATE OF COUNCIL APPROVAL: L Brief Explanation of Document: C I u f— r-GG r.,.`c1-�7 �i✓ �1 N.t►1�,t s�va 7tzvr. p-�L r 4 7c-/i �-k L-e? tq c-e Y 0 V 4 LG1 Cja)l 4s rtil4 k 9 Q� �G��-t►/G I �I�zotl All Contracts Must Be Routed Through the Law Department (Thu Area to be Completed By the Law Department) Received: DEC 1 5 2010 Approval off#City Attorney.),� l` /� /� I city of Kent City Attorney Comments: Cti `'' ` � " office of the �,Aayar Date Forwarded to Mayor: Shaded Areas to Be Completed by Administratio`ry,Staff I `l 1 I1 Received: = Recommendations & Comments: - �- -- 7 �p.r T< ; ,rt. IgI1111-0-1 Date Returned: Iage5870 • 2/04