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Vendor
Subject
Department
Status Code
Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number 4586
WILLIS OF SEATTLE
Employee Benefits Accounts
Human Resources
PRO File Class LEG 12-1
$19500.00
01/01/2006
12/31/2006
02/15/2009
GL
AL
E&O
$1000000.00
$1000000.00
$1000000.00
Insurance Total
Insurance Review Date
$3000000.00
11/01/2006
See Agreement for compensation
Vault 01/01/2009
Willi s
City of Bremerton
345 Sixth Street
Sixth Floor
Bremerton, W A 98337
Willis of Seattle, Inc.
505 Fifth Ave. S., Suite 200
Seattle, W A 98104
TERMS OF BUSINESS AGREEMENT - EMPLOYEE BENEFITS ACCOUNTS
The purpose of this document is to record our mutual understanding regarding our professional
relationship and the services with which we have agreed to provide you.
City of Bremerton ("CLIENT" and/or "you" and/or "your") and Willis of Seattle, Inc.
("WILLIS" and/or "our" and/or "we" and/or "us") agree as follows:
I. Services and Responsibilities
Subject to all other terms and conditions of this Agreement, WILLIS shall provide the Services
identified in Schedule A.
Weare committed to acting in your best interests at all times in providing services to you. In
order to underscore our commitment to our clients, we have adopted a Client Bill of Rights and
attach a copy to this document to better explain our commitment to you.
The services we will provide to you rely in part on the facts, information and direction provided
by you or your authorized representatives. The parties agree to provide each other with accurate
and timely facts, information and direction as is reasonably required.
You agree to render complete and accurate information to WILLIS as to your loss experience
and any other information reasonably requested by WILLIS. You also agree to advise WILLIS
of any changes in your business operations that may affect the Services to be performed by
WILLIS hereunder.
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We will assess the financial soundness of the insurers we recommend to provide your coverages
based on publicly available information, including that produced by well-recognized rating
agencies. Upon request, we will provide you with our factual analysis of such insurers. We cannot,
however, guarantee or warrant the solvency of any insurer or any intermediary that we may use to
place your coverage.
You understand and agree that you shall make final decisions with respect to underwriting
submissions and all matters relating to your insurance coverage and employee benefits program.
We will procure the insurance coverage and services chosen by you, assist in confirming coverage,
and review and transmit policies to you.
We will review all policies and endorsements delivered to us by insurers or intermediaries for the
purpose of confirming their accuracy and conformity to negotiated specifications and your
instructions and advise you of errors in or recommended changes to such policies. You agree
that you will also review all policies and endorsements delivered to you and advise us of any
questions you have or of any document or provision that you discover which you believe may
not be in accordance with your instructions.
We will meet, as requested by you, with your representatives to explain coverage and policies. We
will promptly respond to your requests for coverage or other pertinent information and assist you in
reporting subsequent changes in information to insurance companies and service providers.
In our capacity as employee benefits professionals, we do not provide legal or tax advice. We
encourage you to seek any such advice you need or want from competent legal or tax professionals.
II. Confidentiality
We will treat information you provide us in the course of our professional relationship as
confidential, will use it only in performing services for you and, in doing so, will comply with all
applicable state or federal privacy laws. We may share this information with third parties as may
be required to provide our services. We may also disclose this information to the extent required
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to comply with applicable laws or regulations or the order of any court or tribunal. Records you
provide us will remain your property and will be returned to you upon request, although we will
have the right to retain copies of such records to the extent required in the ordinary course of our
business or by law. You will treat any information we provide to you, including data,
recommendations, proposals, or reports, as confidential, and you will not disclose it to any third
parties. You may, however, disclose this information to the extent required to comply with
applicable laws or regulations of the order of any court or tribunal including RCW Chapter
43.56. We retain the sole rights to all of our proprietary computer programs, systems, methods
and procedures and to all files developed by us.
In the event that you or any of the benefit plans you sponsor need to enter into business associate
agreements with Willis in order to satisfy the requirements of the Health Insurance Portability
and Accountability Act, the regulations implementing that Act (the "Standards for Privacy of
Individually Identifiable Health Information," codified at 45 C.F.R. parts 160 and 164), or any
other similar law, you agree to execute, or to arrange for the plans to execute business associate
agreements similar in form and substance to Exhibit A to this Agreement
III. Compensation /Conflicts of Interest
Fee: $ 145/hour
LEOFF 1 Medicare Part D: $4 per enrollee per month
Our Fee or the commissions we are entitled to receive may be revised if you request a change in
the Coverages and/or Services during the Term of this agreement and we enter into a written
agreement documenting any change in Coverages, Services and compensation.
Other parties such as wholesale brokers, excess and surplus lines brokers, underwriting
managers, or managing general agents may also earn and retain usual and customary
commissions for their roles in providing insurance products and services to you. If any such
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parties are corporate parents, subsidiaries or affiliates of ours, we will also disclose the rate or
amount of the commissions they will earn before you purchase the coverage.
You may choose to use a third party administrator, utilization review company or other similar
service provider in connection with the insurance coverages we place for you or the services we
provide to you. If you elect to use a service provider from which we or our corporate parents,
subsidiaries or affiliates will receive any compensation directly or indirectly relating to the
services you purchase from the provider, we will disclose additional information regarding that
compensation to you before you make a final decision to use the service provider.
We or our corporate parents, subsidiaries, and affiliates may provide reinsurance brokerage
services to insurers with which your coverage is placed pursuant to separate agreements with
those insurers. Under these arrangements we may be compensated by the insurers for the
services provided in addition to any commissions we may receive for placement of your
Insurance coverages.
As an insurance intermediary, we normally act for you. However, for some insurance products
we or our corporate parents, subsidiaries or affiliates may have managing general agent
agreements or other agreements which give us binding authority enabling us to accept business
on their behalf and immediately provide coverage for a risk. Further, we or our corporate parents,
subsidiaries or affiliates may arrange lineslips or similar facilities which enable an insurer to bind
business for itself and other insurers and we may manage these lineslips for such insurers. We
may place your insurance business under a managing general agent's agreement, a binding
authority, lineslip or similar facility when we reasonably consider these match your insurance
requirements/instructions. When we intend to bind coverage for you under such a facility, we
shall inform you prior to the inception of the insurance contract
The insurance market is complex, and there could be other relationships which are not described
in this document which might create conflicts of interest. Notwithstanding any possible conflict
which might exist, we will act in your best interests at all times in providing services to you. If a
conflict arises for which there is no practicable way of complying with this commitment, we will
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promptly inform you and withdraw from the engagement, unless you wish us to continue to
provide the services and will provide your written consent. Please let us know in writing if you
have concerns or we will assume that you understand and consent to our providing our services
pursuant to these terms.
Prices on the services specified herein are exclusive of all federal, state, and local sales, use,
excise, receipts, gross income and other similar taxes and governmental charges. Any such taxes
or charges upon the services provided hereunder now imposed or hereafter becoming effective
during the Term of this agreement, shall be added to the price herein provided and paid by you
unless, in lieu thereof, you provide us with a valid tax exemption certificate acceptable to us.
Similarly, we reserve the right to pass through to you any mutually agreed reasonable costs
related to the printing of your employee communications material, WillisMed data scrubbing, or
other out-of-pocket expenses.
IV. PremiumIHandline: of Funds
You agree to pay premiums and other money that is contractually owed to third parties directly
to the insurers or other service providers by the payment dates specified in the insurance policies,
invoices or other payment documents. Failure to pay premium on time may prevent coverage
from incepting or result in cancellation of coverage and services by the insurer and service
provider.
V. Term/Termination
The initial term of this Agreement shall be from January 1, 2006 to December 31, 2006. Either
party may terminate this Agreement at any time by giving the other party sixty (60) days advance
written notice of termination, with such termination to be effective immediately upon the
expiration of the sixty (60) day notice period.
Either party may terminate this Agreement for material breach of the Agreement by giving the
other party at least thirty (30) days advance written notice of termination specifying the nature
and substance of the breach or breaches. Unless the other party remedies the breach or breaches
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within the notice period, or makes reasonable progress toward remedying the breach or breaches
if complete remedy is not reasonably possible within the notice period, the Agreement shall
automatically terminate at the end of the notice period.
Our obligation to render the Services under this agreement ceases at the end of the Term or on
termination of the Agreement, whichever is sooner. Nevertheless, we will take reasonable steps
to assist in the orderly transition of matters to you or to a new insurance broker which you
designate. Claims and premium or other issues may arise after our relationship ends. Such items
are normally handled by the insurance broker or consultant serving you at the time the claim or
other issue arises. However, we are willing to consider providing services in these areas after the
Term or termination of this Agreement for mutually agreed additional compensation.
VI. Other Provisions
During the Term of this Agreement and for a reasonable period thereafter, you may audit the
records and accounts of WILLIS related to this Agreement, at your expense. You agree to give
us reasonable advance written notice of any audit and to conduct the audit during normal
business hours in a manner which is not unduly disruptive to our ongoing business.
We agree that we may communicate with each other from time to time by electronic mail,
sometimes attaching further electronic data as and when the circumstances require attachments.
By consenting to this method of communication you and we accept the inherent risks (including
the security risks of interception of or unauthorised access to such communications, the risks of
corruption of such communications and the risks of viruses or other harmful devices). We each
agree, however, that we will employ reasonable virus checking procedures on our computer
systems, and we will each be responsible for checking all electronic communications received
for viruses. You will also be responsible for checking that messages received are complete.
Please note that our system blocks certain file extensions for security reasons, including, but not
necessarily limited to, .rar, .text, .vbs, .mpeg, .mp3, .cmd, .cpl, .wav, .exe, .bat, .scr, .mpq, .avi,
.com, .pif, .wma, .mpa, .mpg, .jpeg. Emails with such files attached will not get through to us;
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Willi 5
and no message will be sent to tell you they have been blocked. If you intend to send us emails
with attachments, please verify with us in advance that our system will accept the proposed form
of attachment.
This agreement supersedes any and all prior agreements between us regarding the insurance
coverages and services set forth on Schedule A.
This Agreement shall be governed by and construed in accordance with the laws of the state in
which our office is located and any dispute shall be resolved in the appropriate state or federal
courts in such jurisdiction.
VII. Inquiries and Complaints
Thank you for choosing Willis as your professional insurance service provider. Your satisfaction
is important to us. If you have complaints, please inform the person who handles your account.
Alternatively, you may contact the head of our office. In the alternative, you may call 1-866-704-
5115, the nationwide toll-free number which Willis has established for client feedback and
complaints.
City of Bremerton
Willis of Seattle, Inc.
By: ~~CO~
Title: ~ ~
Date: II /~/ob
By:
Title:
Date:
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willi s
Schedule A
SCOPE OF SERVICES & COVERAGES
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: ' Services . '
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Strategic Planning
. Assist in defining and prioritizing strategic health & welfare plan objectives
. Assist in the evaluation of internal technical capabilities to determine
increased/improved applications for administrative processes
. Identify underperforming vendor relationship
. Assess carrier/vendor customer service levels
. Develop project action timelines
. Assist in the development of an employee survey, Conduct survey and provide
an executive summary detailing results
. Discuss relevant benchmarking data
Financial Analysis
. Perform financial review and analysis of experience reports (subject to reporting)
. Assess current funding arrangements for appropriateness and make
recommendations as needed
. Evaluate current costs of benefits versus effectiveness of plan design
. Review managed care expense and administrative service fees (where
applicable)
. Forecast projected benefit costs to include maximum exposure
. Evaluate excess loss coverage
. Prepare experience reviews as directed
. Assist in developing appropriate employee contributions levels
. Perform trend analysis from available diagnostic and normative data
. .
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Renewal
. Analyze and negotiate renewals with vendors
. Review vendor renewal methodology, experience data, and assumptions for
accuracy and logic
. Com are vendor renewal with Willis ro'ections
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Wllh s
. Develop and present alternative plan designs and provisions with associated
financial and member impact analysis
. Finalize program design, rates, and fees
. Prepare an accurate renewal document with recommendations for delivery to
senior management (as needed)
Marketing
. Develop plan specification based on feedback from strategic planning meeting
. Jointly determine list of vendors best suited to meet plan goals and objectives
. Assist in the review of current electronic data transfer processes with vendors
. Perform pre-marketing evaluation of census data, network service areas, and
administrative needs
. Evaluate carrier client support services
. Evaluate vendor financial ratings and accreditation
. Review provider network accessibility/employee match
. Perform critical analysis and comparison of plan features and costs
. Assist in the scheduling of selected finalist site visits
. Assist in conducting finalist negotiations
. Prepare and submit a summary report with recommendations to management
. Assist in the notification of all bidders as to the final outcome
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Annual Enrollment
. Assist in the planning of employee meetings, round tables, and health seminars
. Provide guidance on delivering a comprehensive communication strategy
. Introduce workable technology solutions for communications and enrollment
where appropriate
. Coordinate vendor sponsored communication material
Compliance
. Provide legislative updates as needed
. Provide access to ERISA attorneys for regulatory and compliance updates
. Review plan documents and summary plan descriptions for regulatory compliance
from a non-legal perspective (client would need to retain legal advice)
· Provide access to periodic web cast compliance sessions
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Account Management Services
. Serve as a liaison between the client and all insurance companies/vendors
. Monitor administrative process and assist in the smooth resolution of elevated
issues
. Act as an employee/employer advocate in the resolution of ongoing claims issues
. Audit, confirm, and manage all changes in legal documents (contracts, policies,
SPDs, etc.)
. Review plan performance as directed
. Review and provide guidance of diagnostic data
. Identify and monitor potential catastrophic claims
. Review large claims management activity
. Review network utilization
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Our Client Bill of Rights 2. At the commencement of 5. Willis will require that 9. Willis clients will receive
is our commitment to every new engagement the training its Associates the benefits of our glocal
upholding the highest and at renewal thereafter receive includes approach to service: our
standards of integrity in our Willis will describe the enhanced emphasis on global resources
industry and how we deliver service and value it their duty of care and full delivered locally to help
the Willis Value Experience. provides and how it is disclosure to clients. clients realize their
compensated for it - in highest risk management
At Willis, our culture and our plain and simple 6. Willis Associates are and business objectives
actions are guided by the language as part of our prohibited from regardless of geography.
following principles: Terms of Business accepting any gifts,
Agreement and our Willis entertainment or trips 10. Adherence to these
1. Willis represents the Client Service model. from insurers that could principles will be
client's best interests create the appearance of enforced by a series of
through our client 3. Willis will listen before it a conflict of interest with enhanced internal
advocacy model. Willis' acts. Its partnerships with its clients. controls, including
global resources and clients will be typified by regular compliance
services are committed clear, complete and 7. Willis will not accept reviews, audits and
to understanding the candid communication. contingency review by the Audit
client's company, its compensation from Committee of the Willis
industry and its 4. Clients will have a toll- insurers. Board of Directors.
individual needs. Willis' free number to give Willis
customized feedback on the quality 8. Willis will conduct its
recommendations and of its services. Clients can business in accordance
solutions will be driven comment, critique and with its 11 best practices 11
by what is in the client's suggest areas for guidelines, which are Willis
best interests. This is the improvement. Willis incorporated in our Willis
centerpiece of the value values client input. Excellence Model.
Willis provides its clients.