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HomeMy WebLinkAbout03-05-2024 Consultant Service Agreement - Trask Insurance - Bell Insurance Trask Service Agreement Page 1 of 5 CONSULTANT SERVICE AGREEMENT This agreement (this “Agreement”) is made by and between The City of East Wenatchee (“City”) and Bell-Anderson Insurance Agency, Inc. dba Trask Insurance (“Consultant”). SECTION 1 – SERVICES 1.1 Services. Consultant is being retained pursuant to this Agreement for purposes of assisting in the acquisition of and management of insurance services. Consultant is not being retained as an employee of City. Consultant shall perform its services for City is a good and competent manner and shall provide all services in full compliance with the terms and conditions of this Agreement, exercising that Consultant skill and care which is consistent with customary practice of insurance brokers. 1.2 Scope of Services. Subject to Section 10 of this Agreement, Consultant’s services shall consist of providing that scope of work as identified in the services description attached as Exhibit “A”. 1.3 Time of Performance. Consultant’s Services shall commence on execution of this agreement. SECTION 2 – COMPENSATION 2.1 Compensation. City will pay to Consultant, for services furnished in compliance with the terms of this agreement, a fixed fee of $5000 for calendar year 2024. Consultant shall submit an invoice to City for this amount which will be paid as a single by City within 45 calendar days following receipt of the invoice by the City. Consultant will not be receiving any commissions, overrides, or other contingent compensation derived from the Services. If additional services are requested of Consultant, the parties shall either amend this Agreement or enter into a new agreement, at which time, Consultant may receive commissions, overrides, or other contingent compensation derived from such services. In any event and to the extent legally required of Consultant, City will receive a compensation disclosure from Consultant. The fixed fee, may not be waived under any circumstances, unless otherwise agreed to in writing by Consultant. 2.2 Taxes and Withholdings. Consultant shall be exclusively liable for the payment to the appropriate governmental authority of all required contributions and taxes, including taxes imposed under the provisions of any unemployment insurance, Social Security or pension plan insofar as the taxes pertain to the work performed by Consultant under this Agreement. City shall not be responsible for any of Consultant’s employer required tax payments or withholdings. SECTION 3 – TERM AND TERMINATION 3.1 Normal Term. This agreement shall be effective from the date of the last signature to be applied and shall terminate December 31, 2024. Trask Service Agreement Page 2 of 5 3.2 Failure to Perform. The failure of Consultant or City to fully conform with all the terms and conditions of this Agreement shall constitute a default. If Consultant or City have failed to cure any default within ten (10) business days After receipt of a notice specifying the default, Consultant or City, in addition to all other remedies available to it, may terminate this Agreement. In the event of termination for default of Consultant, City may have the work taken over and completed by another consultant of its choosing. In the event of a default, Consultant shall deliver to City upon five (5) days written notice all finished or unfinished documents, data, studies, reports and the like prepared by the Consultant. Upon termination or default by City, Consultant may suspend performance of services under this Agreement. In the event of this suspension of services, Consultant shall have no liability to City for delay or damage caused City because of such suspension of services and subject to Section 2.1 Consultant shall be compensated for services properly performed prior to termination. SECTION 4 – OWNERSHIP OF DOCUMENTS 4.1 Ownership of Documents. Consultant grants City a nonrevocable, worldwide, nonexclusive license to use all information, reports, charts, documents, data, programs, information, concepts, and the like generated and delivered to City by Consultant in the course of performing services for City, to the extent used for their intended purpose. The City shall retain ownership of all information, reports, charts, documents, data, programs, information, concepts, and the like made available to Consultant by City. Nothing in this Agreement is intended to or shall be construed as to transfer any intellectual property from one party to the other. 4.2 Confidentiality/Nondisclosure. All documents identified in Section 4.1 (including City information used in the generation of documents and other materials prepared by Consultant) above shall be considered confidential and shall not be disclosed to any third person or entity by Consultant except with the prior written approval of City, or to the extent that such party has a need to know such Confidential Information and is subject to confidentiality restrictions no less rigorous than those of this Agreement. In addition, information may be provided to Consultant that would otherwise be considered confidential and not subject to disclosure. Consultant agrees to maintain such information confidential without the express written approval of City or lawful subpoena or court order. In the event that Consultant receives an lawful subpoena or court order for production of information that would be considered confidential, Consultant shall promptly notify City to the extent not prohibited by law or regulation so that City will have the opportunity to seek a protective order if appropriate; provided, however, that no such notice shall be required if Consultant is requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight by regulatory authorities with jurisdiction over Consultant. If, after providing such notice and protective order or other remedy, Consultant remains subject to the legal order to disclose any Confidential Information, Consultant shall disclose no more than that portion of the Confidential information which, on the advice of Consultant’s legal counsel, such legal order specifically requires Consultant to disclose. Trask Service Agreement Page 3 of 5 At any time during or after the term of this Agreement, at City’s written request, Consultant shall promptly return to City all copies, whether in written, electronic or other form or media, of City’s Confidential Information, or destroy all such copies and certify in writing to City that such Confidential Information has been destroyed; provided, however, that Consultant may retain copies of Confidential Information (i) in order to comply with applicable law or regulation, (ii) to comply with Consultant’s records management or similar policy, or (iii) that are stored on the Consultant’s IT backup and disaster recovery systems until the ordinary course deletion thereof. Consultant shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information. This Section shall survive any expiration or termination of this Agreement. 4.3 Production of Relevant Information. City shall furnish to Consultant all applicable information available to City reasonably required for the proper performance of the Services. Consultant shall be entitled to reasonably rely upon the information provided by City. City shall promptly review coverage documents concerning any programs delivered by Consultant for consistency with City’s specifications. SECTION 5 – NOTICES Any notice provided for or concerning this Agreement shall be in writing. Notice shall be considered given either when delivered in person to the recipient or upon receipt by registered U.S. Mail or nationally recognized overnight courier, to the following address: NOTICE TO CITY: Attn: Finance Department 271 9th St. NE East Wenatchee, WA 98802 Attn: Finance Director NOTICE TO CONSULTANT: Attn: Mr. Shane Heston Trask Insurance 108 W Broadway Ave, PO Box 1075, Moses Lake WA 98837 509-881-5616 COPY TO: Attn: Legal Department Bell-Anderson Insurance Agency, Inc. dba Trask Insurance 100 Ottawa Ave. SW. Grand Rapids, MI 49503 Trask Service Agreement Page 4 of 5 SECTION 6 – ASSIGNMENT OF RIGHTS The rights and obligations of each party under this Agreement may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party, which may be denied for any reason in the sole discretion of the party requested to approve assignment, except to an affiliate entity or wholly owned subsidiary of such assigning party. SECTION 7 – LAW, VENUE, AND ATTORNEY FEES In the event of a dispute, the parties agree to resolve the dispute by binding arbitration conducted pursuant to RCW 7.04A. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the state of Washington. Venue shall be in Douglas County, state of Washington. The substantially prevailing party shall be entitled to recover all costs of suit and collection, including but not limited to, reasonable attorneys’ fees, lodging and meals, and travel. SECTION 8 – NO WAIVER The failure of either party to this Agreement to insist upon performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. SECTION 9 – EFFECT OF PARTIAL INVALIDITY The invalidity of any portion of this Agreement may not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the removal of the invalid provision. SECTION 10 – NOFIDUCIARY RESPONSIBILITY; NO LEGAL OR TAX ADVICE 10.1 Disclaimer of Fiduciary Responsibility. To the extent any law or regulation incurs any fiduciary responsibility, Consultant and City acknowledge and agree that: (a) Consultant shall have no discretionary authority or discretionary control with respect to the management and administration of any employee benefit plan sponsored by City or coverages selected by City; (b) Consultant shall exercise no authority or control with respect to the management or disposition of the assets of City, including any assets of any employee benefit plan sponsored by City; and, (c) Company shall perform Services pursuant to this Agreement in a non- fiduciary capacity. Ryan Foley (Apr 8, 2024 16:36 EDT)Ryan Foley4/8/2024 Trask Service Agreement Exhibit A Exhibit A Service Description 1. Historical insurance questions (including for public records requests) 2. Determining and providing Building and vehicle values 3. Updates to our insurance schedule(s) – adding/deleting vehicles, determining what should be replacement value, etc. 4. Renewal, upon request with CIAW. This action on to be performed upon request by the City. 5. Resolution of Claims questions 6. Provide general insurance expertise on questions that arise 7. Generate and provide Builder’s risk quotes 8. Add or subtract vehicles to/from our City Asset list for coverage 9. Generate and provide certificates of coverage for events 10. Resolve questions of liability pertaining to events. For example, having inflatables at our events, people walking next to cars in our Classy Chassis Parade, requiring car insurance for Classy Chassis participants, etc. 11. Applications and Renewals a. In person meetings via a prearranged, scheduled appointment. b. Assistance with all aspects of City’s policy renewal and application documents. 12. Property Valuations a. Assistance with property scheduling and property values, helping City determine the level of insurance and protecting City property. 13. Review of Insurance Schedules & Deductibles a. A detailed review of City’s auto, equipment, and personal property schedules and then assist City in determining the level of insurance needed. Offer recommendations regarding scheduling of statement of values and deductibles Trask Service Agreement Exhibit A 14. Claims a. Support through the entire claims process. Once a claim has been received by the insurance company, Trask will continue to monitor that such claim is being handled properly. In addition, Trask will provide the City Finance Director with a claims review and analysis on no less than a quarterly basis. 15. Representation a. When requested by City, represent the City at Council meetings and trainings. b. Placement of other non-program business, IE builders’ risk, bonds, surety, special projects, etc. c. Assist in the placement of insurance coverage that may not be standard coverage. Examples would be: underground storage tanks, builders risk, supplemental accident and disability coverages. 16. Monitoring a. Monitoring of the insurance program by reviewing the annual report, annual audit reports, and risk management audits and providing annual summaries and recommendations to City’s Finance Director. 17. Market Placement a. Active assessment of current and applicable insurance markets. Upon request by City, Trask will obtain quotes on City’s behalf and present the various options to City. 18. Contact Information a. Trask will provide a contact/resource list will be provided to City’s Finance Director. 19. Educational Services a. Trask will analyze and identify educational service needs for City’s HR team and City’s Finance Director and will coordinate and recommend proactive risk management solutions. 20. Loss Control a. Trask will assist with identifying potential risk(s), work collectively with City’s Finance Director to develop risk management strategies, and assist City’s Finance Director with coordination of risk management personnel. 21. Pre-Litigation Solutions a. Trask will provide on-going monitoring and feedback to promote early detection of potential claims. Once a potential claim is identified, Trask will assist with the coordination between City and the Pre-Litigation Program Team. 22. Account Service Plan a. As your insurance/risk representative, Trask will work with City’s Finance Director and the CIAW program to customize a 12 month insurance and risk management plan, designed to mitigate risk and optimize insurance goals. This plan will be reviewed and updated annually. 03-05-2024 Consultant Service Agreement - Trask Insurance - Bell Insurance Final Audit Report 2024-04-08 Created:2024-04-08 By:City Clerk (cityclerk@eastwenatcheewa.gov) Status:Signed Transaction ID:CBJCHBCAABAAjLORRKLl4Q11DNVcXktPtq31C33p8ZHN "03-05-2024 Consultant Service Agreement - Trask Insurance - Bell Insurance" History Document created by City Clerk (cityclerk@eastwenatcheewa.gov) 2024-04-08 - 4:58:25 PM GMT Document emailed to Ryan Foley (rfoley@acrisure.com) for signature 2024-04-08 - 4:58:51 PM GMT Email viewed by Ryan Foley (rfoley@acrisure.com) 2024-04-08 - 8:33:01 PM GMT Document e-signed by Ryan Foley (rfoley@acrisure.com) Signature Date: 2024-04-08 - 8:36:23 PM GMT - Time Source: server Agreement completed. 2024-04-08 - 8:36:23 PM GMT