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CA Risk Management Consulting; Frank JamesAGREEMENT FOR RISK MANAGEMENT CONSULTATION This Agreement is made and entered into this `day ofci` , 1996, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and `Frank E. James hereinafter "CONSULTANT"). RECITALS WHEREAS, City of San Rafael desires the services of a consultant to assist with the City's Risk Management program; and WHEREAS, Frank E. James represents that he has the experience, expertise and ability to provide consulting services, and is willing to perform said work; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Assistant City Attorney is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. 2. DUTIES OF CONSULTANT. CONSULTANT shall , upon request of CITY, provide consultation, advice, analysis and recommendations to CITY staff, including the Risk Management Committee, on all aspects of the Risk Management program, including, but not limited to: A. safety inspections, safety reports, and compliance with state and federal safety requirements; B. insurance needs and requirements C. training requirements and resources D. Risk Management policies and procedures 1 y-3-3oL4 E. loss prevention programs F. workers' compensation program & requirements DUTIES OF CITY. CITY shall perform the duties as follows: A. cooperate with CONSULTANT in his performance of this agreement; B. compensate CONSULTANT for his performance under this agreement. 4. COMPENSATION. Fees for the services described in this Agreement are to be compensated at the rate of $65 per hour. CONSULTANT shall be paid mileage at the rate of $ .50 per hour, and shall be reimbursed at cost for typing expenses. The total contract value per year shall not exceed $1500. Payment will be made promptly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. TERM OF AGREEMENT. The term of this Agreement shall be two (2) years commencing upon execution of the Agreement. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement may be extended for an additional period of up to three (3) years, not to exceed a total term of five (5) years. 6. TERMINATION. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. L 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the perfor- mance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE. A. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. A comprehensive-genetaLliab�suranee-poli in fte minimum amount of - one million ($1,000JD0) dollars per occurrence for death, bodily injury, personal ir�ury, �-r Prof rtydamage; 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; B. The insurance coverage required of the CONSULTANT by section 8. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 4. CONSULTANT shall provide to PROJECT MANAGER: 3 (a) Certificates of Insurance evidencing the insurance coverage required herein; and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement, 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER. C. If it employs any person, CONSULTANT shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONSULTANT and CITY against all liability for injuries to CONSULTANT's officers and employees. D. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 10. INDEMNIFICATION. CONSULTANT shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONSULTANT or CONSULTANT'S officers, agents and employees in the performance of their duties and obligations under this Agreement." 11. NONDISCRIlVIINATION. d CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CM, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Gus Guinan Assistant City Attorney/Project Manager City of San Rafael 1400 Fifth Avenue POB Box 151560 San Rafael, CA 94915-1560 TO CONSULTANT: Frank E. James Risk Management Consultant POB 1601 Sonoma CA 95476 15. INDEPENDENT CONTRACTOR. 5 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 18. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 19. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. 6 CITY OF SAN RAFAEL City ager ATTEST: CONSULTANT Name:i�/� Title: