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Home My WebLink AboutWELLS FARGO INSURANCE SERVICES USA CLIENT SERVICE AGREEMENT-EMPLOYEE BENEFITS Wells Fargo Insurance Services USA, Inc. Client Service Agreement — Employee Bene�ts This Client Service Agreement is made and entered into this i� day of June, 2oii by and between Wells Fargo Insurance Services, Inc. ("WFIS"), with its principal place of business at 25 Bull Street, Savannah, Georgia 3i4oi and the Consolidated Government of Augusta, Georgia ("Augusta, Georgia") with its principal place of business located at 53o Greene Street, Augusta, Georgia 3o9ii. WHEREAS, WFIS is cluly licensed in the State of Georgia to engage in the insurance business for the purposes set forth herein, and; WHEREAS, Augusta, Georgia desires to engage the services of WFIS upon the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. LINES OF INSURANCE COVERAGE This Agreement is entered into with respect to the following lines of insurance coverage and for which Augusta, Georgia agrees to name WFIS as its Broker of Record: Medical Dental All forms of Life Insurance Vision All forms of Disability Insurance Prescription Coverage Stop Loss Coverage (if applicable) Disease Management (if applicable) 2. SERVICES WFIS agrees to provide to Augusta, Georgia the following insurance brokerage & consulting services: % \ Client Service Agreement 1 �� Wells Fargo Insurance Services USA, Inc. A. Consulting Services • Conduct strategic planning sessions to review current performance of Augusta, Georgia's current employee benefits coverage and establish future objectives and strategies to manage Augusta, Georgia's employee benefit coverage to which this Agreement applies. • Meet with Augusta, Georgia's key personnel, designated by your employee benefits manager on a quarterly basis, to discuss strategy and open items. • Develop a mutually agreeable renewal action plan and timeline that meets Augusta, Georgia's stated objectives. • Keep Augusta, Georgia informed of significant changes and/or trends in the employee benefits marketplace. • Benchmark various benefit plan costs and employee contributions to industry, size, and regional standards on an annual basis. • Analyze factors driving Augusta, Georgia's plan costs if experience data is available. In connection with such analysis, WFIS will review utilization reports to determine possible causes of identified cost increases. Assist Augusta, Georgia in managing risks and costs of its employee benefits coverage. • Establish comprehensive claims reports for identified coverage [medical/prescription drug] detailing paid claims (and reimbursements if applicable), premium/funding and enrollment summaries. WFIS will review these reports with Augusta, Georgia on a quarterly basis and will identify and discuss trends and potential problems. • Provide cost projections and funding analysis (review of funding methodology with emphasis on employer costs and the tier structure of the contribution). • When marketing Augusta, Georgia's plans, prepare an analysis comparing current costs, plan designs, administration costs, network discounts, and network accessibility. • With respect to the renewal process of Augusta, Georgia's Employee Benefits Program, WFIS will conduct an annual review during the renewal process to include negotiations on your behalf with current vendors/carriers, as per Augusta, Georgia's request. • Upon request, WFIS will assist Augusta, Georgia in the preparation of an RFP for purposes of obtaining competitive quotes from the marketplace. WFIS will be the primary point of contact during the bidding process. • Assist Augusta, Georgia in the implementation of the benefit program by dealing with vendors/carriers and performing contract and Summary Plan Description review for purposes of determining conformity to agreed-upon plan provisions and costs. Advise Augusta, Georgia with respect to available technology platforms to support delivery and administration of its employee benefit plans. • Assist Augusta, Georgia in the development of paper and/or Web-based communication strategies. Client Service Agreement Z Wells Fargo Insurance Services USA, Inc. B. Placement Services • Identify and negotiate on Augusta, Georgia's behalf with insurers and other benefit program providers and keep Augusta, Georgia informed of significant developments. WFIS shall be authorized for purposes of this Agreement to represent and assist Augusta, Georgia in all discussions and transactions with all insurers/providers, provided that WFIS shall not place any insurance or vendor programs on behalf of Augusta, Georgia unless so authorized by the Augusta, Georgia Commission. • Assist with documentation and other steps to obtain commitments for and implement insurance policies and other sexvices selected by Augusta, Georgia regarding its employee benefits program upon instruction, it being understood that WFIS will not independently verify or authenticate information provided by Augusta, Georgia necessary to prepare proposals or underwriting submissions and other documents relied upon by insurers/providers, and Augusta, Georgia shall be solely responsible for the accuracy and completeness of such information and other documents furnished to WFIS and/or insurers/providers, and shall sign any application for coverage. • Provide Augusta, Georgia access to the national insurance marketplace and related services marketplace that is available to WFIS and use WFIS' commercially reasonable efforts to place insurance policies and other services selected by Augusta, Georgia regarding its employee benefit program, if so instructed by the Augusta, Georgia Commission. • Act as a liaison between Augusta, Georgia and insurers/providers for the lines of coverage and services that WFIS has placed or obtained on behalf of Augusta, Georgia or for which WFIS is named as the broker of record. • Provide Augusta, Georgia with detailed invoices, except in the case of direct billing by insurers or employee benefits providers. In certain cases, placements that WFIS makes on Augusta, Georgia's behalf may require the payment of surplus lines taxes and/or fees to state regulators, boards or associations, which Augusta, Georgia agrees to pay. Such taxes will be identified on marketing results and invoices covering these placements. • WFIS may utilize the services of other intermediaries to assist in the marketing of Augusta, Georgia's program (including brokers in the London and other markets), when in WFIS' professional judgment those services are necessary or appropriate. Such intermediaries may be affiliates of WFIS or not related to WFIS. The compensation of such intermediaries is not included in WFIS' compensation under this Agreement and will be paid by insurers/providers out of paid premiums. • Following any such placement, deliver confirmation of coverage as promptly as practicable. • Follow up with insurance carriers/providers for timely issuance of policies and endorsements/contracts. • Review policies, contracts and endorsements for accuracy and conformity to specifications provided by Augusta, Georgia and the related negotiated coverage. Client Service Agreement 3 Wells Fargo Insurance Services USA, Inc. • Assist Augusta, Georgia in connection with issues relating to interpretation of insurance policies/contracts placed by WFIS. • Provide information/coverage summaries for all new coverage and updates on changes to existing coverage. g. COMPENSATION Fee Only WFIS will be compensated for the services through payment of a fee by Augusta, Georgia to WFIS as outlined in this Agreement. The $46,00o Annual Fee will be payable and to be invoiced as follows: WFIS will generate and mail the consulting fee invoice the i� week following month end. The invoice will be for i/i2� of the annual fee and is due within 6o days of the invoice date. Miscellaneous Sources of Compensation In addition to the foregoing, WFIS may also receive income from the following sources: ■ Interest earned on premiums received from Augusta, Georgia and forwarded to the insurance company through WFIS' bank accounts. ■ Payments from insurance companies to defray the cost of services provided for them, including advertising, training, certain employee compensation, and other expenses. In the event there is a significant change in Augusta, Georgia's operations which affects the nature and scope of its insurance requirements, the parties agree to renegotiate WFIS' compensation as appropriate. 4. BROKERAGE INTERMEDIARIES WFIS may utilize the services of other intermediaries, such as wholesale brokers, excess and surplus lines brokers, reinsurance intermediaries and underwriting managers, to assist in the marketing of Augusta, Georgia's insurance coverage, when in WFIS' professional judgment those services are necessary. Depending on the circumstances involved, it may be necessary to use an intermediary affiliated with WFIS. The compensation of such intermediaries is included in WFIS' compensation under this Agreement and shall not be paid by insurers out of paid premiums. Client Service Agreement 4 Wells Fargo Insurance Services USA, Inc. 5. TERM AND TERMINATION The term of this Agreement shall commence on June i�, 2oii and shall terminate 3 years thereafter. The term may be extended by mutual written agreement of the parties. In the event of termination, WFIS will assist Augusta, Georgia in arranging a smooth transition process. However, WFIS' obligation and the obligation of its affiliates to provide services to Augusta, Georgia will cease upon the effective date of termination, unless otherwise agreed in writing. Notwithstanding the term of this Agreement, either party shall have the right to terminate this Agreement upon 90 days' prior notice to the other. In the event of termination by Augusta, Georgia prior to expiration, WFIS' $46,00o annual compensation will be deemed earned according to the following schedule: ■ 25% at inception ■ 50% after 6 months ■ i00% after 9 months 6. ACCURACY OF INFORMATION WFIS' ability to provide Augusta, Georgia with the services outlined in paragraph 2 above is conditioned upon WFIS' receipt of accurate and timely information from Augusta, Georgia. WFIS will not independently verify or authenticate information provided by or on behalf of Augusta, Georgia. Augusta, Georgia shall be solely responsible for the accuracy and completeness of such information and other documentation furnished to WFIS. �. ADDITIONAL SERVICES Additional services are available for additional compensation and subject to the negotiation of separate agreements or by addendum to this Agreement. Such services include, but are not limited to: ■ Human Resources advisory services ■ Claims audits ■ Dependent Audits ■ Actuarial services, not in conjunction with routine Self-Funded plan analysis ■ Printing of Employee communications ■ Non-benefits insurance brokerage, risk management, and risk financing advice ■ Executive benefits ■ Worksite Benefit placement, enrollment and general day to day service ■ Worksite Wellness Program Ciient Service Agreement 5 Wells Fargo Insurance Services USA, Inc. 8. BOOKS AND RECORDS Augusta, Georgia is entitled to copies of reports prepared by WFIS hereunder, contracts between Augusta, Georgia and its carriers/administrators to the extent such contracts are in WFIS' possession and control, and communications between WFIS and Augusta, Georgia's insurance carriers and employee benefits providers to the extent such books and records are maintained by WFIS with regard to its performance under this Agreement. 9. MISCELI.ANEOUS � WFIS is not named a fiduciary with respect to any plan for which it may provide services. It is not intended by Augusta, Georgia or WFIS that any services performed by WFIS under this agreement shall include any fiduciary duties or make WFIS a fiduciary of any plan maintained by Augusta, Georgia. In order to provide the services identified herein, it may be necessary for WFIS to receive from Augusta, Georgia, or from a parry on its behalf, information of a personal nature that may be protected by various federal and state privacy or other laws. WFIS advises that Augusta, Georgia consult with its legal counsel as to how these laws impact Augusta, Georgia and its employees, Augusta, Georgia's plan, and our contemplated engagement. It is understood that Augusta, Georgia has the right and authority to disclose an individual's protected health information to WFIS for WFIS' use in performing its services for Augusta, Georgia and its employees. It is further understood that WFIS' use of this information to perform services for Augusta, Georgia and its employees does not violate any privacy notice issued by Augusta, Georgia or a benefit program Augusta, Georgia maintains, or any applicable law. Moreover, since WFIS is not engaged in the practice of law and the services provided hereunder are not intended as a substitute for legal advice, WFIS recommends that Augusta, Georgia secure the advice of competent legal counsel with respect to any legal matters related to any plan subject to this Agreement. io. ENTIRE AGREEMENT This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein, superseding all prior agreements, understandings, and negotiations with respect to such matters. This Agreement may be modified or otherwise amended and the observance of any term of this Agreement may be waived only if such modification, amendment, or waiver is in writing and signed by the parry to be charged with same. This Agreement shall be binding upon and inure to the benefit of the parties' respective successors. Neither parly shall have any liability for any failure or delay in performance of its obligations under this Agreement Client Service Agreement 6 Wells Fargo Insurance Services USA, Inc. because of circumstances beyond its reasonable control, including, without limitation, acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances, sabotage, accidents, unusually severe weather, governmental actions, power failures, computer/network viruses that are not preventable through generally available retail products, catastrophic hardware failures, or attacks on its server. The parties further agree that neither party shall have any liability for indirect, special, punitive, consequential, or incidental damages, including, without limitation, loss of profits. ii. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of The State of Georgia i2. SELECTION OF ISSUING INSURANCE COMPANY WFIS has no ownership interest in and is not under common control with the insurance company that is issuing the lines of insurance coverage described in this Agreement. WFIS represents Augusta, Georgia for the placement of insurance and provides related services to Augusta, Georgia. IN WITNESS THEREOF, the parties have hereunto set their hands on the date and year first above written for the purposes set forth in this Agreement: Wells Fargo Insurance Services, Inc. Consolidated Government of Augusta, Georgia. � , �� i�- l �`-�C Signature �� David S. Copenhaver � b�`�j� Mayor Co� � � �``�-�� '� Attest: ,�,a��►'�''�►\� Print Name _�"�° � [��O �1�� r° � Y6 ��5�_Sf��" �i� �'�'� il�� o � � � S� Lex�i �: �ori k � �f C��i�ission . �, � � o � J C Ci d �R' W{'d� . �} O '� �,,,/ Tide Sea � n -0 y � e X�k� i e J� � � C`.. . - ". Client Service Agreement ` � 7