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Agenda Item No: 3. f
Meeting Date: July 6, 2015
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: MANAGEMENT SERVICES
Prepared by: Deirdre Dolan, HR Director City Manager ApprovaM. M.
TOPIC: RISK MANAGEMENT SERVICES CONTRACT
SUBJECT: RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT
WITH LAWRENCE MOSS FOR RISK MANAGEMENT SERVICES
RECOMMENDATION: Adopt Resolution.
BACKGROUND:
In 2005, after an extended vacancy, the City's Risk Manager position was eliminated. Since
that time, responsibility for risk management functions such as contract administration and
property, liability, and workers compensation insurance and claims administration has been
shared among the City Attorney, Human Resources, and Finance Departments, with no one
department or individual having overall responsibility for the risk management program. As a
result, various aspects of the risk management function have not been fully coordinated, leading
to inefficiencies in program administration and assessment.
ANALYSIS:
The City has need of professional consulting services to assess and update the City's risk
management program and procedures. The City would like to contract with Lawrence Moss, a
Risk Management consultant with 26 years of public entity risk management experience, to provide
risk management services to the City, including the following tasks:
1. Assist with identifying major areas of risk, evaluating alternative methods of mitigating risk,
recommending appropriate levels of insurance coverage, marketing the City's insurance
program, assigning and monitoring claims and managing the City's self-insurance program.
2. Assess the City's safety program by reviewing work practices and making recommendations
to ensure compliance with safety standards, laws and ordinances, as well as safe work
techniques, and conducting safety audits.
3. Review primary loss areas for the City property damage claims, public liability claims,
workers' compensation claims, and other claims including reviewing and investigating
incident reports and claims, and recommend methods for mitigating risk.
FOR CITY CLERK ONLY
File No.: 4-3-Sg5-
Council Meeting:
Disposition:
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
4. Plan and implement loss prevention programs including inspections of facilities, safety
training, and OSHA compliance; provide leadership to the City's safety committee.
5. Assist with the administration of insurance coverage including negotiating with brokers,
planning and implementing self-insurance programs, and evaluating the cost -benefit of
available financial options.
Mr. Moss would first conduct an assessment of the City's current risk management program,
and set forth a proposed work plan to address areas in need of updating or increased oversight.
Mr. Moss would provide reports to the Human Resources Director on the status of his work on a
regular basis.
FISCAL IMPACT:
Funds in the amount of $67,000 have been appropriated in the General Fund for this contract.
OPTIONS:
The City Council has the following options to consider on this matter:
1. Staff's recommended action.
2. Adopt the resolution with modifications.
3. Direct staff to return with more information.
4. Take no action.
ATTACHMENTS:
• Resolution
• Professional Services Agreement with Lawrence Moss for Risk Management Services
• Exhibit A: Proposal for City of San Rafael Risk Management Services
• Exhibit B: Risk Management Contract Services
RESOLUTION NO. 13956
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH LAWRENCE MOSS FOR RISK
MANAGEMENT SERVICES
WHEREAS, the City of San Rafael's risk management program is currently
administered by multiple departments; and
WHEREAS, the City is in need of professional consulting services to
assess and update the City's risk management program and procedures; and
WHEREAS, Lawrence Moss is a qualified and experienced risk manager
with the skills to provide the needed services.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
The City Manager is authorized to execute, on behalf of the City of San Rafael, a
Professional Services Agreement with Lawrence Moss for Risk Management
Services, a copy of which is hereby attached and by this reference made part
hereof.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that
the foregoing Resolution was duly and regularly introduced and adopted at a
regular meeting of the Council of said City on Monday, the 6th day of July 2015,
by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Colin
ESTHER C. BEIRNE, CITY CLERK
AGREEMENT FOR PROFESSIONAL SERVICES
FOR RISK MANAGEMENT SERVICES
This Agreement is made and entered into this 1&rg day of V , 20/� ,
by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Lawrence Moss
(hereinafter "CONTRACTOR").
RFf iTAi S
WHEREAS, the CITY has need of professional consulting services to assess and update
the CITY's risk management program and procedures; and
WHEREAS, CONTRACTOR is a qualified and experienced risk manager with the skills
to provide the needed services;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The Human Resources Director 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.
B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONTRACTOR. Lawrence Moss is hereby designated as the PROJECT
DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the
execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the
CONTRACTOR shall notify the CITY within ten (10) business days of the substitution.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as set forth in
CONTRACTOR's "Proposal for the City of San Rafael Risk Management Services," attached
hereto as Exhibit A and incorporated herein by reference, and the "Risk Management Contract
Services" referred to therein, and attached hereto as Exhibit B and incorporated herein by referencc.
Rev. Date: 1/30/14
DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and shall assist
CONTRACTOR in obtaining all documentation and information required to perform the services
described in Paragraph 2.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR at the rate of $80.00 per hour plus government rate mileage for travel on
behalf of the CITY. In no event shall the total compensation payable under this Agreement exceed
$67,000.
Payment will be made within 45 days of receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
TERM OF AGREEMENT.
The term of this Agreement shall be for one (1) year(s) commencing on July 1, 2015 and
ending on June 30, 2016.
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon
thirty (30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to
cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such
notice, within such fifteen (15) day time period.
C. Effect of Termination. 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.
D. Return of Documents. Upon termination, any and all CITY documents or
materials provided to CONTRACTOR and any and all of CONTRACTOR'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.
7. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR 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.
Rev. date: 1/30/14
8. INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection
with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate
with CITY or its agent in any such audit or inspection.
9. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance 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.
10. INSURANCE.
A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, the following insurance policies:
1. A commercial general liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for
death, bodily injury, personal injury, or property damage.
2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence.
3. Professional Liability Insurance. N/A.
4. If it employs any person, CONTRACTOR 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 CONTRACTOR and CITY,
against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S
worker's compensation insurance shall be specifically endorsed to waive any right of subrogation
against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONTRACTOR in subparagraph A of this section above shall also meet the following
requirements:
1. Except for auto 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.
2. The additional insured coverage under CONTRACTOR'S insurance
policies shall be primary with respect to any insurance or coverage maintained by CITY and shall
not call upon CITY's insurance or self-insurance coverage for any contribution.
Rev. date: 1/30/14
3. Except for professional liability insurance, the insurance policies shall
include, in their text or by endorsement, coverage for contractual liability and personal injury.
4. The insurance policies shall be specifically endorsed to provide that the
insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said
insurance policies except upon ten (10) days written notice to the PROJECT MANAGER.
5. 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.
6. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement)
before CITY'S own insurance or self-insurance shall be called upon to protect it as a named
insured.
8. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements
and/or limits shall be available to CITY or any other additional insured party. Furthermore, the
requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this
Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or
proceeds available to the named insured; whichever is greater.
C. Deductibles and SIR's. Any deductibles or self-insured retentions in
CONTRACTOR's insurance policies must be declared to and approved by the PROJECT
MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any
self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be
satisfied by either the named insured or CITY or other additional insured party. At CITY's option,
the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to
CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT
MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance
evidencing the insurance coverage required in this Agreement; (2) a copy of the policy
declaration page and/or endorsement page listing all policy endorsements for the commercial
general liability policy, and (3) excerpts of policy language or specific endorsements
evidencing the other insurance requirements set forth in this Agreement. CITY reserves the
right to obtain a full certified copy of any insurance policy and endorsements from
CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to
Rev. date: 1/30(14 4
exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT
MANAGER and the City Attorney.
11. INDEMNIFICATION.
A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the
fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and
hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City
Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of
any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of
litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its
obligations or conduct of its operations under this Agreement. The CONTRACTOR's
obligations apply regardless of whether or not a liability is caused or contributed to by the active
or passive negligence of the City Indemnitees. However, to the extent that liability is caused by
the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's
indemnification obligation shall be reduced in proportion to the City Indemnitees' share of
liability for the active negligence or willful misconduct. In addition, the acceptance or approval
of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial
proceeding arising from CONTRACTOR'S performance of or operations under this
Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S
option reimburse the City Indemnitees their costs of defense, including reasonable attorneys'
fees, incurred in defense of such claims.
B. Where the services to be provided by CONTRACTOR under this Agreement are
design professional services to be performed by a design professional as that term is defined
under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law,
indemnify, release, defend and hold harmless the City Indemnitees from and against any
CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of CONTRACTOR in the performance of its duties and obligations under this
Agreement or its failure to comply with any of its obligations contained in this Agreement,
except such CLAIM which is caused by the sole negligence or willful misconduct of CITY.
C. . The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the fill period
of time allowed by law.
12. NONDISCRIMINATION.
CONTRACTOR 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.
Rev. date: 1/30/14 5
13. COMPLIANCE WITH ALL LAWS.
CONTRACTOR 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. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, 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.
14. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR 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.
15. 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's Project Manager:
TO CONTRACTOR's Project Director:
16. INDEPENDENT CONTRACTOR.
Deirdre Dolan, Human Resources Director
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Lawrence Moss
5836 Mendocino Avenue
Oakland, CA 94618
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
Rev. date: 1/30/14
17. ENTIRE AGREEMENT -- AMENDMENTS.
A. 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.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY.
C. 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.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. 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.
18. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to
CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under
any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments,
unpaid checks or other amounts.
19. 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.
20. • 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.
Rev. date: 1/30/14
21. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and
all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any
work performed under this Agreement, until CONTRACTOR has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
22. 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.
CITY OF SAN RAFAEL
-._. NANCY, City Manager
APPROVED AS TO FORM:
ROBERT F. EPSTEINty : ?
Ci ttorn
Rev. date: 1/30/14
Proposal for the City of San Rafael Risk Management Services
Objective:
To provide the City with recommendations to:
1) To augment the management of risk related issues as outlined in the City's Risk
Management Contract Services
2) Address immediate risk management priorities
3) Provide a long-term recommendation after an assessment that will be cost-effective yet
yield a steady oversight of risk -related cost and issues that might not otherwise receive
attention
Issues and Plan to Meet Objectives:
Plan:
Workers' Compensation:
1) Claims tracking and augmenting communication on claims management will be a
primary objective. A review of claims, review of REMIF's claims service, creating a
communication flow for injured workers and their departments, and a review of the
exposures plus a loss control plan to address areas of potential or frequent claims should
all be addressed.
2) Review the $1,000,000 retention to insure it is the optimal finance mechanism.
Loss Control:
1) Insure compliance with CalOSHA mandates
2) Identify loss trends then implement action to remediate losses or potential losses.
Contract Review:
1) Identify best practices for contract insurance provisions so that the City is not retaining
risks and create a means for managing unique insurance contract issues.
2) Provide training and/or on-going consulting services to improve the City's position in
contract insurance provisions.
Insurance:
1) collating the required information for renewals and creating a long term management of
this annual process
2) identify the appropriateness of the insurance policies and assess if present retention levels
are optimal for the City
Other Areas of Risk Control: While the issues noted above are the traditional risk management
issues, there are other areas of risk that may be ripe for review and revision. There may be
instances wherein a proposed action is thwarted because of misinformation about the ability to
retain the risk, wherein proper advice/creative risk management can help the action move
Pagel of 2
Exhibit A
forward. Furthermore, there may be risks that are not identified as potential losses which may
need to be addressed. These are more global issues that could be addressed after the previously
mentioned issues receive adequate attention. Of course, focus on these outlying issues will be
only upon approval by management.
Proposed Procedure:
I propose a short and informal review with several key managers in areas such as the Attorney's
office, Public Safety, Police, Public Works, Human Resources, and Finance. That will provide
additional insight into department specific needs and priorities. Thereafter, create an agreed plan
of action to address each issue. Time spent less than 20 hours to accomplish this would be gratis.
A written or oral update will be provided to the Human Resources Director every two weeks on
issues/ accomplishments. At the end of 6 months key departments will assess the progress and
pending long term needs, assuming that the short term issues are already addressed (or being
addressed).
The goal will be to focus on the long-term risk management needs of the City so that there is
manageable ongoing management of risk issues. Some issues may be resolved by singular
solutions such as writing a guideline; other issues can be resolved by training existing staff, and
other issues may need on-going attention from assigned staff.
Page 2 of 2
Risk Management Contract Services
Purpose:
• Assess workers compensation and liability trends, and develop strategies to
reduce claims exposure.
• Assess risk management program practices and procedures, and develop
recommendations for improved program management.
Scope of Duties
1. Assist with identifying major areas of risk, evaluating alternative methods of
mitigating risk, recommending appropriate levels of insurance coverage,
marketing the City's insurance program, assigning and monitoring claims and
managing the City's self-insurance program.
2. Assess the City's safety program by reviewing work practices and making
recommendations to ensure compliance with safety standards, laws and
ordinances, as well as safe work techniques, and conducting safety audits.
3. Review primary loss areas for the City property damage claims, public liability
claims, workers' compensation claims, and other claims including reviewing
and investigating incident reports and claims, and recommend methods for
mitigating risk.
4. Plan and implement loss prevention programs including inspections of
facilities, safety training, and OSHA compliance; provide leadership to the
City's safety committee.
5. Assist with the administration of insurance coverage including negotiating with
brokers, planning and implementing self-insurance programs, and evaluating
the cost -benefit of available financial options.
Exhibit B
M
CITY OF SAN RAFAEL
ROUTING SLIP / APPROVAL FORM
INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT,
ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY.
SRRA / SRCC AGENDA ITEM NO. 3 .-f
DATE OF MEETING: July 6, 2015
FROM: Deirdre Dolan, Human Resources Director
DEPARTMENT: Human Resources / Management Services
DATE: June 26, 2015
TITLE OF DOCUMENT: RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT
WITH LAWRENCE MOSS FOR RISK MANAGEMENT SERVICES
a
Department Head (signature)
(LOWER HALF OF FORM FOR APPROVALS ONLY)
APPROVED AS COUNCIL / AGENCY
AGENDA ITEM:
rw�
City Manager (signat e)
NOT APPROVED
REMARKS:
APPROVED AS TO FORM:
L 6
City Attorney (signature)