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HomeMy WebLinkAbout9/5/2018 - STAFF REPORTS - 1.N.CITY COUNCIL STAFF REPORT DATE: September 05, 2018 Consent SUBJECT: APPROVE AMENDMENT NO. 9 TO CONSULTING SERVICES AGREEMENT FOR LOSS CONTROL AND REGULATORY SERVICES WITH KEENAN & ASSOCIATES FROM: David H. Ready, City Manager BY: Department of Human Resources SUMMARY: The City entered into a consulting services agreement in 2009 to establish regulatory compliance for safety programs as required under OSHA and other entities. This agreement has provided the City with both on-site and remote assistance in the implementation, coordination, and oversight of OSHA and other mandated required safety programs and training. RECOMMENDATION: 1. Approve Amendment No. 9 to consulting services agreement for Loss Control and Regulatory Services with Keenan & Associates, in the amount of $69 ,888 . 2. Authorize The City Manager to execute all necessary documents. BUSINESS PRINCIPAL DISCLOSURE: According to its Certificate of Status, Revised Bylaws, and Statement of information, Keenan & Associates , is a California corporation whose corporation officers and directors are Sean Smith as CEO and President, John Stevens as Senior Vice President, and David Seres as COO. STAFF ANALYSIS: The City entered into a consulting services agreement for Loss Control and Regulatory Compliance Services with Keenan & Associates to establish, update , and maintain mandated safety compliance programs and training. The work in this agreement culminated with the revision and adoption of the City of Palm Springs' Injury and Illness Prevention Program (IIPP) and other required safety compliance programs in 2011 . ITEM NO. ___ )-_. N ........ - 2 City Council Staff Report September 05 , 2018-Page 2 Amendment No .9 for Loss Control and Regulatory Compli ance Services The City identified there was a need to provide essential staff support in the maintenance of the IIPP and develop and maintain related safety compliance programs. Keenan & Associates has provided this additional support. This amendment specifies this valuable work will continue to be performed and supported, by providing the continued on-site and remote consulting assistance to maintain and update the IIPP and other mandated compliance programs; as well as assisting in the coordination and compliance of safety reporting, on-site inspections, and hazards analysis ; assisting with program compliance training; and maintaining safety rules and polic ies of the City and the provisions of the IIPP for OSHA compliance. During the FY 2017-2018 the services under the agreement included providing specialized loss control services in the maintenance of the City's IIPP and safety training programs ; new hire safety orientations; hazardous materials observation , and maintenance and access to hazardous materials inventory online management tool; and in-house job specific OSHA training. This essential agreement for the FY 2018-2019 places special focus on specialized on- site compliance trainings, safety training program maintenance , training program materials, training records , on-site inspections, hazard compliance review audit, safety hazards , and further compliance assessments. Keenan & Associates will continue to provide regular status reports to document time and services provided . This agreement is vital in continuing to maintain, enhance , and ensure requirements of compliance under the safety programs, as well as promoting safety in the work place. ENVIRONMENTAL IMPACT: The proposed agreements are not "projects" for purposes of the Californ ia Environmental Quality Act (CEQA), as that term is defined by CEQA guidel ines (Guidelines) section 15378. Engagement of these lawyers is an organizational or administrative actively by the City of Palm Springs in furtherance of its police power, and will not result in a direct or indirect physical change in the environmental , per section 15378(b )(5) of the Guidelines. FISCAL IMPACT: This cost for the loss control and compliance services pursuant to this agreement, not to exceed $69 ,888 is currently budgeted in the Human Resources risk fund for FY 2018-2019 . David ~eady , Esq~ City Manager Attachments: Amendment 9 3 AMENDMENT NO.9 TO CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, Keenan & Associates (Agreement No. 5862) THIS NINTH AMENDMENT to the Consulting Services Agreement No. 5862 for Loss Control and Regulatory Compliance Services is made and entered into to be effective on the 1st day of July 2018 by and between the City of Palm Springs, a California charter city and municipal corporation (hereinafter referred to as the City) and Keenan & Associates, a California corporation (hereinafter referred to as Consultant) collectively, the "Parties". RECITALS A. City and Consultant previously entered into a consulting services agreement for Loss Control and Regulatory Compliance Services, which was made and entered into on July 1, 2009 (the "Agreement"). The Agreement was continued thru June 30, 2018. B. Section 3.3 of the Agreement provides that the Agreement may be amended at any time with the mutual written consent of the Parties for Additional Services. C. City and Consultant desire to amend the Agreement to authorize Consultant to continue to perform on-site Loss Control services in amount not-to-exceed $69,888 for the period July 1, 2018 thru June 30,2019. AGREEMENT 1. Amendment to Section 3.1. Exhibit "A" of the Agreement entitled "Compensation of Consultant": Exhibit "A" of the Agreement concerning, total compensation, is hereby amended to read as follows: "Compensation of Consultant": For the services rendered pursuant to this Agreement under Amendment No. 9, Consultant shall be compensated and reimbursed $69,888 for on-site Loss Control services for the period of July 1, 2018 thru June 30, 2019. 2. Amendment to Section 4.2 Exhibit "A" of the Agreement entitled "Schedule of Performance": Exhibit "A" of the Agreement is hereby amended to include the following additional provisions: Effective July 1, 2018 through June 30, 2019, Keenan & Associates shall provide on-site Loss Control services of up to 63 days of full day on site visits and unlimited offsite consultations, and in addition provide a Hazard Compliance Review Audit. The specialized safety control services will include, but is not limited to: live compliance trainings, maintenance, update and access to safety training programs, technical oversight assistance, on-site inspections and hazard analysis, and review and update of safety compliance programs. In addition, Keenan & Associates shall provide a review of the Hazard Compliance Program; provide an overview and audit of all compliance plans; update training records and reports in compliance with the Injury and Illness Prevention Programs (IIPP); and develop and implementation of monthly training materials for tailgates and related IIPP requirements. Keenan & Associates will provide the City with regular monthly service reports to document both the services and time provided under the Agreement. 4 3. Amendment to Section 10.2 Exhibit "A" of the Agreement entitled "Covenant Against Discrimination": Exhibit "A" of the Agreement is hereby amended to read as follows: Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting 4. Full Force and Effect. This modifying Amendment is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions, thereof, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respects govern and control. 5. Corporate Authority. The persons executing this Amendment on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. IN WITNESS WEHREOF, the parties have executed this Amendment as of the dates stated below. ATTEST: By ____________________________ _ Anthony Mejia, City Clerk Date: ______________________________ __ APPROVED AS TO FORM: By ____________________________ _ Edward Kotkin, City Attorney Date: _____________________________ __ Date: _____________________________ __ "CITY, CITY OF PALM SPRINGS, CA. By ____________________________ ___ David H. Ready, City Manager Date: ------------------------------ "CONSULTANT" Keenan & Associates By __________________________ __ John Stephens, Sr. Vice President 5 Exhibit "A'' . Consulting Services Agreement; loss Control and Regulatory Compliance Services, Keenan & Associates 6 ... ., .... CONSULTING SERVICES AGREEMENT Loss Control and Regulatory Compliance Services, !{ecnan & Associates . ~ AGRE~ F~ONSULTING SERviCES {(he "Agreement') is made a~d entered into 'fhis L~ay of ~~ , 2009, by and between tbe City of Palm Springs, a ·california charter city and mu · ~orpomtion ('cCity"), arid Keenan & Associates, ~ California corpora~on, ("Consultant"). . · i . RECITALS -~·---------·---------~---__ .. : ---·~-·------·-. -·-----·-#· ·····------------··-··--- A. Ci~y requires the ~ervices of a professional consul{?nt to provide Loss Control and · · Regulato~ Compliance ServiceS , ("Project"). B. Consultant has submitted· to· City a proposal to provide Loss Control .and R.e~tozy Compliance SerVices, to~ City pursuant to_ the tenns of tfiis Agreezpent. C. Based on its experience, education~ trainin& and reputation, Consultant is. qualified to provide the. necessary' services to City for the. Project and desires to provide suob services. D. City desires to retain the services of Consultant for the Proje;ct. · NOW, THEREFORE, in consideration of t\le promises and mutqal agreements cpntained : . herein, City agrees to retain and does he~y retain Consultant and Consultant agrees to provide · services .to the City~ follows: . AGREEM:ENT .1. CONSULTANT S:ERVICES ·t.l ,.~ Scope of Services. In compliance with all _terms and conditions of tbis Agreement, Consultant shall provide Loss Control and Regulatory Compliance servic~ to City as described in the Scope of Services!Woik. attached to thi~ Agreement· as Exbi~it "A~' and incotporated herein by reference (the "servicesu or c'work,'), ·which inqludes. the agre¢ upon. .. .. s~ed':lle of performance and the s~hedule of fees. Consultant warrants that all services and 'YOrk :. ·· _ shall be pe~o~ed in ~ ccimpetent, P.rofessioruil, and satisfactory mariner in accordance with.all . standards prevalent .iri ·the indwtzY. In fhe event of any inconsistency between the te~ contained in the. Scope of Ser-vices/Work tmd the terms set forth in the m.aih body of~ :f\gree~cn~ the tenlxs set fo~ in the main bOdy ofthls .Agreement shall govern. . . . . 1.2 Compliance with Law. ·'All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable fedeml, state,. aJ;Ld local laws, statutes . and o~inances and all lawful orders, rules, and regulation:s pJ;Omulgated thereunder I' · · 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses,. permit~,. and approvals. as ~ay be required by law fox: tlie perfonru1t1ce of the servi~ . required· by this Agreement. ·. · · · . . · .. . .. ' . . • 507639.2 ----------·---·. ...... .. .. . .. ---· ........ ·-·------·--. ··--··-··---·······--·-.. 7 ':", I ·. .... .. ~· ... -· ..... ., ...... -..... ··--·----·-··--·· 1.4 Familiarity with Work. By execu~g this Agreement, Consultant warrants that it has "carefully considered how the work should be performed and fully unders~ds the facilities, difficulties. and restrictions attending performance of the work under this Agreement.. 2: . TIME FOR COMPLETION~ . . The time for completion of the services to be performed by Consultant is ~ essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this A~ent according .to the agreed upon ·sChedule of performance set forth in Exhibit ''A.u Cqnsultant. shall nof be· accountable for· delays in the progress of its work oaus:ed by any CO.Ilditio.n bey~nd its control and without the fault or negligence of Olnsultant. Delays shall no( entitle Consultant to any additional compensation regardless of the party responsible for 1he delay. ~ 3.. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant ·For the services rendered pursuant to th.fs Agreem.ent, Consultant shall be compensated and reimbursed, in accordance Vlith the schedule of fees set forth m Exhibit" A,, which total amount shall not exceed $74,050.. 3.2 Method of. Pavment. In any month in which ConsJ,Iltant· wishes to receive paymen~, Consultant shall. no later than the first working day of such month, S!Jbmit to ·City D! the fon;n approved by City's finance director, an invoice for s.ervices rendered prior to the date of the invoice. PaJ'llleilts shall be based on the houtly rates as· set forth in Exhibit ·"A" for authorized services perfoimed.. City shall pay Consultant. for all expenses stated thereoD.t w~ch ~e approved by City ~nsistent with ·this-Agreement, within thirty ·(30) chiys of receipt of Consultant's invoice. · 3.3 Changes. In the event any ~ge or cb·anges in the Scope of Servicesf\Yoxk is requested by City, the _parties hereto sha;ll «<Xecute a written amendment to this Agreement, · setting forth witli particularity ail terms of such _amendment; including, but not limited t~, any _ additional fee:S: An amendment may be entered into~ A. To provide for· revisions or modifications to documents or ather work product or work when dociunents or other work product· or work is required by the enactment Or revision of law subsequent to the preparation of any documents~ other work product~ or work; · B. ·To provide for additional services not included in this Agreement or no~ · ·· .customarily furnished in accordance with generally accepted practice in. Consultant's profession .. 3.4 Approprl,ations. This Agreement is subject to and contingent upon funds being . ~ppropriated therefore by the City Council . 'of City for each fiscal year covered by the Agreement. . If such appropriations are not made, this Agreement shall automaticall)' tenninate wi~out penalty to City. · 4. PERFORMANCE SCHEDULE 4 .. 1 Time o~ Essence. "Time is of the essence in. the pe~onnance ofthi~ Agreem~t. 2 fb.!vised: 3123107 __ ,._, ___ ............ -··---··-·-· ···---.... . .· ·. 8 ---------------------------·----------------------------------------------- '· . -· ·.· c. • .. . 4.2 Schedule of Performance. All semccs rendered pursuant to this Agreement shall be perfonned pursuant to the agreed upon schedule of performance set forth in Exhibit" A. u The extension of any time pe.rio~ must be CJpproved in writing by the Contract Officer. 4.3 Foree Majeure. The time for performance of services to be rendered pursuant to this Agreement may be extended b~cause of any delays due to unforeseeable causes beyond the control and without the :fitult or negligence of Consultant, including, but not limited to, acts of God or of a public enemy. acts of the. government, fires, earthquakes, floods, epidetnicJ . quarantine restrlctio.ns, riots, strikes, freight embargoes, and unusually severe w~ther if Consultant shall within ten (10) days of$e commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the periop of the. enforced delay when and if in the Contract Officer's judgment such delay is justified, and' the Contract Officer's determination ·shall be~ and conclusive upon the parties tb this Agreement. '- 4.4 ~ Unless earlier tecm.inated in accordance with Section 9.5 of this Agreement; this Agreement ~hall continue in full force and ef{ect for a period of three years WY 09-IOJ FY.l0-11, FY 11-12), commencing on July 1, 2009, and ending on June 30, 2012, unles~ · . extended by mutual written agreement of the parties. ·s. COORDINATIONOFWORK. · 5.1 Representative of Consultant.. The following princ~pal of Codsultan~ is hereby d~signated as being the prjncipal and representative of C~nsultant autliorized to ac~ in its behalf · with respect tQ the services and work specified herein and make all decisions in connection ·_thereWith: John Stephens.~ Senior Vice President. It is expressly understood that the experi~ce.,_ ~owledge, education, capability, and reputation of the foregoing principal is a substantial . inducement for City to ehter into this Agreement. Therefore, the foregoing princip~ shall be responsiOle during. the term of this Agreement for directing all activities of Consultant and devoting sufficient time to p~onally supervise the services. hereunder. The foregoing principal . JllaY not be changed by Consultant without prior written approval of the .Contract Offiyer. . . . 5.2 Contract Officer .. The Contract Officer shall be the City Manageri ~r hislher. ~~~sne.e.~ .Jtshall.beJlie 'Consultant's responsibility to keep ·the ·contraof'd.fficer, or hiS/her ~ignee, fully informed of the progress of the perfonna~ce of the servi~ and Consultant shall refer any decisions that must be made by City to the Contract Officer. ·Unless otherwise ~specified herein, any approval of City required hereunder shall mean the approval of the Contract Offi~~ . . · 5.3 Prohibition Against Subcontracting or Assignment The experience., kno:wlcdge, education, capability, and r~putation of Consultant, its principals and ~loyees, · were a. substantial inducement for City to enter into this Agreement Therefore, Consl!ltant shall not contract with any ~ther individual .or entity to perform in whole or in part the servi~s : . . requited here,under without. the express written approval of Clty. In addition, neither this . · . ' Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation· of law a without the prior written approval of Cizy. _,.. J Revi~: 3123107 50763!J.! i • j ~ 9 ......... ·. .·. r. • .. ·. . .~ 5.4 · Independent Contractor4 Neither clty nor any of its employees sh~l bavo any OOJ;J.trol over the manner, mode, or means by which Consultant, its agents or employees, perfonn the services required herein, except as otherwise set forth. herein. Consultant shall perform aU -services required hecein as an independent contractor of City and shall not be an employee ~f City and shall ~main ·at all times as to .City a whplly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant~s work product, result; and advice. Consultant shall nett at any time or in. any manner represent f:bat it or any of its-.agents or employees are agen~ or employees ~f City. S.S Personnel. Consultant agrees to assign the following individuals to perfu~ the services set forth her~ Con:suitant ~hall not al~er the assignment 'of the following personnel · without the prior _written approval t;Jf the Conttact Officer. Acting through·the .City Manager, th.e_ . City shall have the unrestricted right ·to order· the removal of any ·personnel assigned by . Con~ultant by providing written notice to Consultant. · John Stephens Marco Guardi 6. INSURANCE Senior Pice Presidellt Assistant Vice Pres_ident, Loss Control Consultant shall procure and maintain~ ~t its sole cost ·and expense~ policies of bts~OO. · as set forth in Exhibit "B," wJ:tich is attached hereto and is incotpo~ed herein by referenpe.. 7. JNDEM:NIFICATION. . To the fullest extent P.ermitted by law, Coo~ultant shall defend (at Consultant's sole cost -· and expense), indemnify, protect, and hold harmless City, its elected officials. officers, ·· employees, agents, and volwtteers (collectively the ccrndemnified· Parties:'), .from and against any and all liabilities, actio.nS, suits, cl$3, ~ema.nds, losses, costs, judgme!l~,_ar}:,itra~()J1 !!:~~~~ .. ~-:s~ements, .damages,·· demands; orders, penaltjes~ and expenses 'including legal. costs and attorney fees (collectively ~'Claims,), including t?ut not limited to Cl~ arising from injuries to :or ·death of persons (Consultant's employees included), for damage to .property, including · property Qwned by City, from any violation of any federal, state, or local law or ordinance., and from et'l'Ors and omissions committed by ConsUltant, itJ; officers, employees, representatives, and' .· agents, which Claims arise out of or are relatea to Consultant's penonnance tinder this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officer$,· employees, agents, and volUn.teers.: Under no circumstances · · ·. shall !1?-e instJrance requirements and limits set forth in this Agreement be construed to limit. :consultant•s indemni~cation obligation or other liability hereunder. · 4 • . 5076-39.1 -'·· .. 10 . · .. • 4. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer· such reports concerning the performance of the services required by this Agreement 8;S the Contract Officer shall require. · 8.2 Records. Consultant shall keep such books and records aS shall be necessary t~ properly perform the services required by this Agreement and enable the Contract Officer to evaluate the perfoiiilance of such services .• The Contract Offi~ shall have full aQ.d free access to such books and reeords at aJl reasonable times, including the right to inspect, copy, audit, and· make records and transcriptS from such records. 8.3 Ownership of Doeuments. All drawings, ·specifications, reports~. records, documents, and other materials prepared by Consultant in the perfonnance of this Agreem~t . shall be the propet:ty of City and.shall be delivered to City"upon request of the Contract Officer or upon the tennination 9f ·this Agreement, and Consultant' shall have no claim for :further employment or additional compensation as a result of the exer~ise by City of itS -~1 rights or · . o~ership of the documents and lll:aterials hereunder. Consultant may retain-eopies of such . doCUlJlents for its. own use. Consultant shaii have an unrestricted right to use the concepts . embodied therein . 8.4 Release of Documents. All drawings.. specifications, reports~. records, documents_, and other mate-rials prepared by Consultant in the perfoonance of set-vices under this . ····.Agreement shall .not be released publicly. without the prior written approval ~f the Contract Officer. . . . 8.5 Cost Records. Consultant shall maintain all books, documents, ~apers:-employee time sheets, acciounting records, and other evidence pertaining to costs-incurred whiJe performipg -under this Agreement an(! shall make ~ucb materials available at its offices at all reasonable· -times during the t~ ~fthi~ AgreeD1ent and forth!ee (~)years from the date of~al payroent . for inspection by City and 'copies ~ereof shall be promptly furnished to City upon requ~t . 9. . ENFORCEMENT OF AGREEMENT . 9.1 California Law. This Agreement shall be co~ and interpreted bptb. as to v:alidity and to ·perfonnance of the parties in aocardance with the laws of the StB:te of California. Le¢. actions concerning any dispute, claim.. or matter ariSing out of or in relation-to this Agreement ~11 be instituted in . the Superior Court of the County of Riverside, State· of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurlsdicti.~n of such court in the event of such action. · 9.2 Waiver. No delay or omission in the exercise of any right or rerpedy o~ a non- defilulting party on any default shall impair such r,ight or remedy or be construed as a waiver. No oonsent or approval of Cizy shall be deemed to waive or render unnecessary City's co~sent to , . . . s Re.vi$ed: 3123107 S07639.2 ~ i I 11 :. 11 . ' .. .. or approval of any subsequent act of Co~sultant. Any waiver by either party of ap.y default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 Rights and Remedies are Cumulative. Except wi.th respect to rights and remedies expressly declared to be exclusive in this Agreement; the rights. and .remedies of the parties are 1CUm.ulative an4 the exercise by either party of one or more of such rights or remedies shall noF preclude the exercise by it, at the same or different times, of any other rigbts or remedies for.the same default or any other default by the other party; . 9.4 Legal Action. .In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for · any· default, to compel ·specific performance of this Agreement, to obtain injunctive reliet: a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City reserves the right to termmate ·. this Agreement at any time, with or without cause,. upon thirty {30) days written notice to Consultant; except that where termination is due to the fault of Consultant and con,stitutes an immediate danger.to health, safety, and general welfare, the period of notices~ be such shorter · time as may be detepnined by the City. UP9n receipt of the notice of terminatioll; Consultant shall immediately cease all services hereWlder except sucli as may be sp.ecifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior· to receipt of the notice of ter.mination and for any serviCes authorlze4 .by the Contract Offieer thereafter. Consultant may terminate this Agreement, with or Without cause, upon thirty (30) days written notice to City. · · 10. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 10.1 Non-Liability of Citv Officers and Employees. No officer or employee·.of City shall b~ personally liable to the Consultant, or any successor-in-interest, in the even~ of any default or breach by City or for any ·~ount which may become due to th~ Consultant or its successor, or for breach of any obligation of the tenns of this Agreement. . · 10.2 Covenant Against Dlscrimination. Consultant eovenants that, by and for itself, ·. its -heirs, executors, assigns~· arid all persons claiming under or through them, that there shall be no 4iscrimination or segregation in the perfonnance of or in connection with this Agreement regarding any p~on or group of persons on at?C<>unt of race~ color, cree4~ religio~ sex, marital status, disability, sexual orientation, nation~ origin, or ancestry. 11. ~SCELLANEOUS PROVISIONS 11.1 Noti~. Any notice, demand, request, cons.ent, approv~, or communication either party desires or is required to give to the other party or any other person shall be in wciti~g and · . either served personally Qr sent by pre-paid1 first-class mail to the address set forth below. Either · party may change its address by notifying the other party of the change of address in writing. · .Notice shall be deemed com.m~nicateP seventy-two (72) 1.1ours from the time of mailing ifm~ed as provided in. ~s Section.. · -'so7&39.l 6 Ravi;ed: 3123/07 12 · .. ' '•. . ' . .. ... To City: To Consultant: City of Palm Springs · Attention: City Manager/ City Clerk 320Q ~· Tahquitz Canyon Way Palm Springs, Ca!ifomia ~2262 Keenan & ·Associates Attention: John Stephens, Senior Vice President 901 Calle Amanecer, Suite 200 .San Clemente, CA 92673 ·· 11.2 Intef:rated Agreement. This A.greement contains all of the agreements-of the . , parties and cannot be amended or modified except by written agreement 11.3 Amendm~t. !his. Agreement may be amended at any time by th~ mutual consent of the patties by an instrument in writing. '', .· 11.4 S~verabDity. In the eve~t that-any one or more oftlie phra$est sent~ces,.clemses:~~ par~graphs, or sections contained in this Agreement shall be declared ·invalid or un¢orceable by valid judgment· or d~ee of a coUrt of competent jurisdiction, such invalidity or on enforceability shall not affect any of the ~aining phrases; sentences, clauses, paragraphs) .o.r sections of this A:greement, which shall be inter.prete9 to cany.out the intent of the parties hereunder. 11.5 Anthoritv. The persons executing this A8reement on behalf of the parti~ hereto wammt that they·are duly autfu?rized to execute this Agreement on behalf of said partieS and that by so execyting· this. Agreement the parties hereto are formally. bound to· the provisions of this Agreement. · Ill' (II Ill · [SIGNATURBPAGESEPARATBLY ATTACHED] \ 7 Revl:oad: 31Z31J7 501639.2 · .. 13 ..... ·• ·. . ' ... iN' WITNESS WHEREOF, .. the parties have execut~ tbfu Agreement as of the dates stated below. · Date: .. ~. ~ ~oct?\ .. APPROVED AS TO FORM: .. . · ·· Date:--~.:.....~~:.-.~~' /.t;.....__o·.:... -~ · __ _ .· ..... · Date; ______ ~--- .·. . ' · .• S07&l9.l .• ('CITY" City of Palm Springs ,. ~~~ .. David.H.Ready .. ~· .· . 8 City ManagiPPROVED BY CIJY COUNCIL A TrEST (!lame) . ~.,J\,:o~ · W¢ · ~%b? 12.. !.2 s..g:Lp . ·(secretary) Ro~ed! 312M)? . ' 14 .... ... .. . t' .. -· 50763U. CALIFORNIA ALL·PURPOSE ACKNOWLEDGM~T · . . · . ~·B~f!tf•A ;,-na¥1Pf<ilif0._4"!it' ?~~"?if¥~ -mqs'S!?9ttr!4~ WITNESS in~.seal • . Slgnalure .~1it'14lf~ ----~---------------OPnONAL------~~--~~-------- 7110U$llha bfOlmstkM beiDWiBllot MttrJimd bY~ It may~ vaAJab/Q to Pdr.ICM ~on f1f> ~ -SUlci e«JJd J'l'fS1m1llnliJCIJJknt tsmoftlland roatr;~ Dl this bm ro enoiMtd«udttnf. • Descriptfon~AttaohedD~~: ./ ··~ TJtfaor'ftpeOtDaoumant:~. . · ~J,.~ · DOcumantoile: ~~ . r~=;J{ .Sf(11er{s} OlhorThanNamedAbowf; --!IJ~f....t.:tj:-\--------------. I . ~cJty(le$J Oralmed'by Sf9nor($}-· .. s4;nDJ'sN~ :<(~~ (><, ~hw_s 0 ·rndMdual • ~ .;)!!.Corporate Officer -TlUe(c}: _ __,_ __ _ 0 Partnei-0 Umltod D GenoroJ D Atlamey in Feet . . 0. Thlsfee . 0 Gueidlan ar Consorvator . • [] ............. ____ c::::;;.. __ _ 9 S'~gner rs Rep(asanting~---- · .. Ra1Jscd: 3/2.3/fJ7 15 --------------------------- •'•. ... ~ •. -.. 507639.2 . . ... .. . . . . •• l . . •, EXHIBIT "A" CONSULTANT'S. SCOPE OF SERVICES/WORK Including, Schedule of Fees : And Schedule ofP~r;formance .. ,. ·-~ . • l -... . .. . ' lO \ I" .. 16 CITY OF PALM SPRINGS Loss Control S~tvice Proposal Amendment to Broker Contract. February 20, 2009 Presf.!Jlted By: John Stephens, .Senior Vice President Property & Casualty Practice "Lead~ jst~hen s @keenan.cor;n . Marco Guardi, ARM, MPA Assistant Vice President-Loss Control i . mguardi@keen-?n.com Keenan & Ass ociates 901 Calle Amane ce.C, Suite 200 San Clemente, CA 92673 949-940-1760 (Phone) 949-369...0324 (Fax) 17 ---·----··-----·----------------------·..-- ... ..) CITY OF PALM SPRINGS Rent A Safety P.cofessio.oal (RASP) Program The City of Palm Sptiogs has asked I~ & Associates to provide a loss. conttol p.ropos.al to .assist the City meet its .regula.toty oblig:l.tions. We ue pleased 19 p.tovide the following p.ropoS21 which ou.tlines Loss Control services that will be provided. The se.tv.ice5 listed ue customized to hdp die Cio/. U!ldersmnd and develop a stmtegy to meet the various regulato.ty requirements in the most effici~t, cost effective m:LQller. The ptogmm services were 4ev-eloped based· 00. the mfonnation provided by the qty and discussions with Captain y ent.ur4 from the City's Fire Department. Kee:Dan will as$ign a d~cated Loss Control consult:lnt to the dty and this CO!lsult:Ult wil! be responsible for ensuring the services liso:d in this progr:run are provided as well as any o!=her matters related to this pro~ .Although the Consultant may provide ~y of the services to the City, other consultants with spedalized ~ of expertise may be called up!JO. to p.covide some of the services. .The goal o( this service p.rognun is to assist the City with c:&t:tblishing an efficient -and effective ~fety pro~. . · . . . T.he program ptima.ty goals ate: • Assist the City with Cal/ OSHA aad Fed/OSHA complia.tlce • Raise awareness of J:egulatoty responsibilities .i Keep City a~reast ~f r~tol:f changes and their potential impa~ to City operations • Reduc~ the F.cequency ofWo.rk Related Injuries . The success.of the p.togmm, in large p~ will depend on the cooinrltttlent of the City. By accepting t1;lis program, the City agtees: · • It is demoostmti.ag its co~tme11.t to providing a safe and · health.ful wo.tkplace for employees · · · · • To designate an .individ~al to cootdiaate and &c;ilitate the · p.rogtam setriecs wi~ the ·Co~sultant . . . ·To ~dlitate a fo.cuscd safety propm and safety culture, the assigoed Consultant will assist .organizing. and patticipatiog .iJl City Safety Cp.tlllllittee meetings. The City will. be reSponsible for establishing the make-up .. of the committee and the qequency of tpeetings ·and the Consult:ult; in coopetation with the City, will identify topics fo.r meeting agenchs and prepate · support documdlmtioa for the meetings. ; ' 18 . .. ,. . ---· ----·-------. PROGRAM s:gRVICES 1. Compliance Needs Assessm~t Ewtmte the City's operatiOns to detennine the application of and complian~e status with Cal/ OSHA regulations. This will be achieved by: . . a. Comprehe:nslvc· .review of cu.ttent writteu complia.nce programs and plans; health · and safety policies aod procedures. . · b . F"reld verlfication of c~t prog:wn, plan, policy and proceduxe implementation . throughout City opemtioOSJ c. Assess ment report identifying progxam, plao, policy ru1d procedure deficiencies ;?. Compliance P.r;Qgtam, Plan. Policy and Procedure Development I£ it is . det:e.t:mio.~ existing City prognuns, plans, policies and proccd~ :ue not ia9ompli,s..n~ Keenw will modify or am.en.d them accordingly w1th input from the City .. If it is detem1ined tbs:t required wrltteo co.mplliulcc prognuns, plans, policies.lUJd proced~ iu:e not~ pl.a ce, they will be provided and ~eel sp_ecific to the City's opetatioos. Phi..os to be reviewed, evaluated ap.d · amended include bnt ?.re not litnited to: · · lnjurr & nlncss Prc\'C:ntion , . · .. " .. Locl~our/.T:t£!Ol!t Plnn •· .... :::.\. ·.' ... Repetitive Motion I~jl;l'j" 0 ~ ::; : .... Pbn . 0 · • ·::_·:·._.~_-.... 0:·.·.'.~ .... _::~:-·,:·::·;· •. : _: 0 .: 0 : 0 :._-.-, _ _.·= ·:·=.' · . .':.·: o 0 ·•• .• ·o. \'·.) •• • ... ~-·: •.. :_· := ·;: .:::.: ···i. ·;: :: .Pr~vcntion Pl:m > .':, ·: ·.:. ; ·. =.::-:-' -;;: .. :. • • • • • • ~ ••••• ,t,, •••. ,...... .• • .·: •• ,. • . ;,, • ··:: •• '• •• 0. •• :::: ·: ... ••• •• ·.: •• ···-, •• , •••• • •• _ ·:. H<t!a!d Conunnoicnriim l'Jnn · · ·c~nfin~d· .S~ac~ E~tn: Pbn : ·, .... > .. i·; I-!c~.d~g cltis'~~ari~:i Pl~·:· · ; ~: ~· . i ····· ··:.:;_:_;:.·~-=·· •.... :·.··-.. :·:':· .. : ... ·.::::·.-.. -... ···~~: • •.. ·.::. ·::' ~: :_._~--~·-:·:· .~. · .. :_.:·;. -:: .. ·::·:···.~~. ···.\:< .. : Dloodbomc Pat11ogcns ·. ··:, . -~ · ·:: Rcspimton-Pmtcctionl'lan · 0 :· •• • Ee:t€ ~Unc~s .Pre~cntion J,ll•m ·: : · Ex~~~s~trf. ~~~~i~~-fo~~~ ..... :::·:; -~·. :.-~~ ·:·:·.~:,~-=~i\ .. ~i~.:::; f:~;:~:<.:~:.:: .. ::·:i.:~;-:,::.:·:.::0.·:.~.:·:./·:/::::~; :··;:·::··:? ·;-:;: ~~,·~;j .. ::-~::; ·;: :::: :·:· ·. :·,:;'i . :·.·; ·:·: · . Addi.tion.ally, ~will provide coosulting s~~ necess:uy to llSSist the City ~~ccess£:ully_ implem~~ ~ch p.rogouns, p.lms, policies and procedures · to achieve compliance with Cal/ OSHA .regulatioo.S as wcll:~.S reduce the numbc:.r of injuries. · 3: H.az~dous Mat~rial Inventory ChiefVentunl from the City's F'ue Dep:u:tment suggested we include ~dous Mnt~ Inventoty ~ the City s.pp~ently b2.s not done this for several years . An inventory of hazd.rdous lllat:erial used by and stoied a t city facilities, will b _e conducted lUJilua!ly. 'Ibis inv entory will assist with the City's. · ~mpliaoce tomu:ds C2l/OSHA's &za.rd Communication .cegulri.~oo.. Upon completion of the · _invc;-oto.cy, the City will receive a repo.rt outlini.og the Ql.Q.t:eri:U oarn.c and qtmntitics used IUld stored :tt . each city .fitc:ilii:y. 11$ inventory will secvc :.IS the foundation fo r compiling and distributing Matc.cial Safety Da.tn Shc'cts (MSDS) throughout the City. .&.cilities using Kee11Jl!l's OoDne MSDS system, g, :feature of the Hazardous Mate.riru Inv~to.ty service. . 19 ------------------··--- I . ~-:·=-----------------, .... . .. ·. ;4. Employee Training . . ·rn conjunction with the Progt:Un S~ces #1 :i.o.d #2 outlin.cd W<Jv e, K.eeo:m will provide six (6} orie-hour training sessions annualiy. All toiniogs will be provided on dates and times conv~eilt fo.r the City. Al:l f:I::U.nlngs Will be conducted by Keenan Loss Control Co.osul.twts who ar.e members of the American Society of S:tfety Engh;lecr:s. Suggested ttalning.topics include but :ue not limited to: A~cid~11~. In\·~dgatio~~ . . . . . . · Fo.rlillfr, Acri:1~ & Doomlift Hc:mring Con~n·~tion · ... ·.· • .. · Certification (Ccxdficd Instructor · . · AsbeslOS A\\'3lCSlCSS . Gro1Utd..'i . . . ·. ... . . . . . ·: Hear I11ncss Prevc.naiost: r • - .Bloodbrnnc Pathogen E!'.-posure · H:md/P()wcr Tool Snfi!tv · .· JlPP (Illness & !njmy :~ ·. Control · · .. .. ": . · · · ·. · ·. · · · · . · • · · Prevention P.l'ogmm} Custadi:!l · · .-. . ·. · · . 'Haz:u-d Commnnic:~tion · Lndder sefct\· . · : : : .. Elcctric:.l Safety.:: : .:~.' .. · ·.' ·.:·.: ~-. Hazard~us \~:;tstc M_anagcntcnt ·.~ !.ibnuyErg~n~mics .. · .. ;.:: .. :· :;. Fire Safety.:·.· : ::.·:·> ._. : ·=· ::, > _; ::. ~ :_ :. Ucalrb ·and \';'cUncss ·-:·· '-; '· ~-:::·::::.-_.· :·. !.oclrotrt-:-Tago~ : .. ~·!. -.~ : ....• : .. = ··; :·:: . .- i\!~Ctlinc Guurding'=':: :· .-· ··.··:· ~-.:.-: •. Pci:.Sonni .frcitccth.·id::quip~cLi1>'· .. ~cspir~toF)·.~tot~cd~:;' :: j :: = =>. :·:· .... ·. : ..... ·: ........ ·.·· . · · .. : {PPE}··· ·.·.: .:. ··.: .. : ·· .. _. ·· ...... '·-... ·· .. ·.. ... . .. Sdf ~~s~~~~;i~in ·::;.> :· ·.· ... _:·._:,·. :-: ;~·.Daclc s~r~~~:/iob ~r~~~t~~~i~s;·:· ··:: · D~fcnsi,·e· D..ri,it~g '(ce.f:rlfiat1 .: -:. · . ·. . . .. . . . : · .. :: · · bus dri\'crs, ntni:ltcu:tncc ,:: · : . : :NSC ins~~uciaa:s) .. ·; · . . : · .. . ·· , .: \<' ··_·;,:! ::_. \" ·•· · ·: • .. •·•· .:. •· :·::.i ::.s::~;r~:>~~~~~~~-· ·.; _.,::;_ ·F·}:· :.:.K~·-:··;s!;;::i .. e-',{ .· J:I:i7.ar4 ,Rc~~gn~lio.~ :'.:;:.":: :~ ._. :;::-: :;-~::·· • .P~~~~cn~iog ~UpsfT~p:;(pa,l!~./-:!.'~~u~s ,1\f~.'!ag~!~~~~!£~·;;:_;-;~::: •J. ~:: .. a·:: Utilii:); Cart ~=··".;~-. ·=.:··:J::-'· .,:· .. : · ~ .. :··.•r·.• :sl!.-rual Hru-as5mcrit'·';: ... ·' >~;-•: ;::.~ \Voriipbcc Viol~nce =~~::: ··· .... : •.····· · Addendum to Broker of Record Agreement In conjunction with the City's Broke! of Record a.greement with Keeaan & Assocktes, the services described wove will be p~vided through an a.~duin to the ~eemc.ot ~ .~ol,l~ws: Policy Year 2009/2010 PolicyY~ 2010/2011 . Policy Year 2011/2012 $32,250 $24,250 $17,550 o Fees include Professional T101e, Preparation and Scheduling, T.tavel Time, Follow Up Analytica.l Reports and Clerical Support/Word Processing. . The sttucta.re above reflects the greater effort expended in Policy Year 2po9/2010 to r~w, .. develop and establish progrruns, .plans, policies and procedw:es. In anticipatio n of establishing ' progrnms, pl.ans, .prC>CMw:es ~ policies, activities in Policy year 2010/2011 will -focus ~n Implementing and ensuring the e ffe ctiv-eness of these items·. Activities in Policy Year 2011 /2012 will . nuinly focus on maintaining the City's safety progcun and measuring the program's succeSs. 20 507639.2 . . . EXHIBIT ''B" lNSURANCE PROVISIONS Including . Verification of Coverage, · Su+ficie~cy_ oflnsurers, . Errors and Omissions Coverage, 41 • # • . .Minithinn Scope of Insurance, · Deductibles· and Self~Insured Retentions, and Severability of Interests· (Separation of Insureds) ... II Revised: 3123107 • . . . 21 .. ·. . ,.. . Insurance Consultant shall procure and mai.nt.ai~ at its sole cost and expense, and submit concurrently wit!?. its execution of this Agreement, in a form and content satisfactory to the City,-.. public liability and property damage insurance against all claims for injuries against persons or damages ~o property resulting from Consultant's perf-ormance under this Agreement Consultant shall also carry workers' compensation insurance . in accordance with California work~' compensatio~ laws. Such insurance shall be kept" in full force and effect during the term of this Agreement, including any extension thereo~ and sfulll not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating 1he City, its cleqted officials, officers, employees, agents, and · volunteers as additional named insuteds by original endorsement shaD be delivered· to and approved by City prior to conunen.cement of services. The procuring of such insurance·and the delivecy of policies, certificates, and endorsem.ents evidencing the same shall not be coostn1ed as ·a limitation of Consultant's obligation to indemnify City, its elected officials, officers,.agentsll employees, ~d volunteers. A.· Minintum Scope of Insurance. The minimum amount of insurance requir~ · hereunder shall be as foiiows: · . l. Comprehensive general liability' and personal injUry with limits of at least one milliop doll~ ($1,000,000.00) combined single limit coverage per occurrence and two . million dollars ($2,0DO,OOO) general aggre'gate; . . 2. Automobile liability insurance with limits of at least one million dol.Iars .($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with ~ts of at lea.St one million dollars ($1,000,000.00) per occurrence and tvio million dollars ($2,000,000) .. ·annual aggregate; and, . . . . 4. Workers' Compensation insurance in the statutory amount as reqUired by . the S1;ate of California and Employer's Liability Insurance with limits of at ·least one millioh doUars $1 nlillion per occurrence. Jf Con.s_ultant has. no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. · . For any claims related to this Agreement, Consultant's insUrance coverage ~all be. · pr.inia!y insurance as respects City anq its respective elected offic~alsi officers, empl~yees, · agents~ and volunteers. Any insurance or self-instiran® maintained by City and its respective elected officials, officers, employees, agents, and volunteerS shall be in excess of Constiltant's insurance and shall not contribute with it. For Workers' Compensation ~d Employer's ~iability .In.swcmce only, the insurer shall waive all rights of subrogation and contribution it m~y have against ~ty, its elected officials, officers, employees, agents, and volunteers . . · B. Errors and Omissions Coverage. If Co~tant provides claims made · professional liability insurance, Consultant shall also agree in writing either (1) to purchase ~1 insurance in the amoun~ required by.this Agreement to ~ver cfuims made within . .fhree years of "\ 12 Revr,cd: 3123/07 S07639.l 22 f . , ....... . ~· ·. the completion of Consultant's services under this Agreement, or (2) to maintain prof~.sic:nial liability insurance coverage with the .same carrier, or equivalent coverag~ with another c~mpany, in the amount required by this Agreement for at least three years after completion of. Consultant's services under this Agreement Consultant shall also. be reqUired to provid~ evidence to City of the purchase of the required tail insuro·nce or contii1'uation of the professional liability policy. · . C. Sufficiency of IJisurers. Insurance required herein. shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by · insurers admitted in the State of c8tllornia with an A.M. Best's Key Rating ofB++, Class VII, or better, unless otherwise acceptable to the City. D. V~rification of Coverage. ConSultant shall furnish CitY with both certificates of insurance and endorsements, including additional insured endorsements, effecting all" of the . coverages required by this Agreement The certificates and endorsements are to be signed by a person authorized. by that msurer to bind C?QVemge on its behalf All proof of insurance is to ~e received and approved by the City before work co·mmences. City reserves the pght to reqult'e Consuttant,s insurers to provide comp~te, certified copies of all required insurance policies at any ~e. Additional insW'ed endorsements are not required· for Errors and Omissions and Workers, Compensation policies. . . · Verification of Insurance coverage may be provided by: (1) an approved Genetal andlo~ Auto ~iabillty Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of· ~iabillty Insurance Coverage with an approved Additional · IDsured Endorsement with the following endorsements stated on the certificate: · · · 1. . "The City of Palm Springs, its. officials} emptdyees. and agents are 1zamed as an · additional insured ... Jl ("as rerpects City of Palm Springs Contrac! No._· _· ·" or ':for any and all . ~ork per.fonned with tlze City" may be included in this statement). · · . 2. '1Thls i11sunmce. is primary alid nan-contributory over OIIJ' insurance or self- instmlnce the City may have. .. " C'as respects City of Palm Springs Contract No.-:-" or "for any antf. all work peiformed with the City 11 may be.included iu. this statement). ." · · 3. "ShoUld any of the ahove described polic~ be ct11zceled before Jhe expiratio1t date thereof, the issuing company will mall ?O days written notiCe to thti Certificate Holder named. tt Language such as, ~endeavor to" mail and "but failure to mail St.Jch notice shall impose ·no obligation or liability of an~ kind upon the company, its agents or representative" is not . aoocpta~le and must be crossed out . : : . · · · .. 4. Both the Workers' Compensation and Employers' Liability policies shall contain . · the insurer's waiver of subrogation in favor of Gity, its elected officials, officers, employees, agents., and voltm.teers. In ~ddition to the endorsements listed above, the City of Palm Spring-S shall be nameP the certificate holder on the policies. . · · . · ·. 13 f{cvt=ed=" 3/23107 5016J9.2 ... I I .I .· 23 1· ., ·. ·.· --------------- . . Ali certificates of insuiance .and endoxs~ments are. to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with author.ity to bind coverage, \Vheth~r that is the authorized agent/broker or insurance underwrit~r. ·... . _Failure to obtain the required documents prior to the ·commencement of work shall not waive the Consultant's obligation to provide them. · .. E. . Deducboles and Self-Insured Retentions. Any deductible$ or self·ios~ed -retentions m~t be dectared to and approved by the City prior to commencing any work: or ~~ryices 'Qllder ~s Agreeni~t. At the option of the City, either the ·insurer shall reduce or eliminate such de~uctibles or self-insured retentions as respects the City, its elected .officials, officers, employees, age~, and volunteers; 'or, Consultant. sltaii procure a bond guaranteeing payment of losses and . related investigations, claim administratio~ and defense expenses. Certificates of Insurance must include evidence of the amount of any deauctible or self.:insured retention. under the policy. Consultant guarantees payment of all deductibles ~ sel?insured retentions . . F. Seve.ra~illtv of Interests (Separation of Insureds}. Thls in~~ce applies separately to each insured against whom claim is made or suit is brought' except with resp~ to · ·. the limits of the insurer's liability. · · .· . 14 S07G39~ '. ..