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HomeMy WebLinkAbout1993-123 Agrmt - Helmsman MgmtSERVICE AGREEMENT This Agreement, entered into between Helmsman Management City of Ashland, (EMPLOYER). August 15, 1993, describes the relationship Services Northwest, Inc. (HELMSMAN) and the PURPOSE HELMSMAN's purpose in entering into this Agreement is to provide loss control services to EMPLOYER for a fee. EMPLOYER's purpose in entering into this Agreement is to have HELMSMAN assist EMPLOYER with its loss control program and to provide other services as agreed between the parties. I. HELMSMAN'S OBLIGATIONS HELMSMAN agrees to provide the following services to the EMPLOYER for a fee outlined in Schedule A: A. Loss Control Services and Industrial Hygiene Services including the following: Safety audits. Audits include review of policies and procedures, safety inspections, review of safety committee activity, review of communications with management, and a written audit report. As requested, advice and consultation on a regular basis, involvement with the safety committee, supervisory training, noise level surveys, industrial hygiene testing, and recommendations on use of personal protective equipment. 3. Providing information relating to specific safety topics as appropriate. 4. Assistance in the development of formal Loss Control Programs for EMPLOYER. 5. Assistance in implementing EMPLOYER Loss Control Programs. 6. Other loss control and industrial hygiene services as agreed upon by both parties. Neither the right to provide these services and recommendations, nor the providing thereof nor any report thereon, shall constitute a representation by HELMSMAN that such work places, operations and machinery are safe. Lo~s Prevention Services Contract Septe~er, 1993 -- Page 1 II. EMPLOYER OBLIGATIONS III. EMPLOYER agrees that it will: A. Pay HELMSMAN a fee as outlined in Schedule A of this agreement. Pay for all lab fees, costs of printing necessary forms, and all costs for training materials or materials used in developing audio/visual training programs, including associated shipping and handling and other incidental and special costs incurred in the provision of Loss Control Services. TERM This Agreement shall commence August 15, 1993. It is contemplated by the parties that this agreement shall terminate one year from its inception but shall be renewable by later written agreement of the parties. IV. TERMINATION A. Either party may terminate this Agreement for any reason with thirty (30) days written notice to the other party. B. Upon termination of service by written notice, a final accounting will be made of the fees payable to HELMSMAN, and any balance due either party will be promptly paid by the debtor party. Ce Upon termination by EMPLOYER and as soon as reasonably practical, HELMSMAN will turn over all ancillary work products to EMPLOYER or its designated representative. V. STATUTORY REQUIREMENTS Ail applicable provisions of ORS 279.312, 279.314, 279.316 and 279.320 are made part of this contract. VI. ACTION AGAINST HELMSMAN HELMSMAN shall have no insurance obligation with respect to services under the Agreement, and no person or entity not a party to this Agreement shall be entitled to rely on, benefit from or bring any action under this Agreement unless otherwise provided in this Agreement. VII. INDEMNIFICATION HELMSMAN will hold EMPLOYER harmless and defend and indemnify EMPLOYER against any and all claims, lawsuits, settlements, judgments, penalties, and expenses -- including but not limited to attorney's fees -- resulting from or arising out of or in connection with the performance of this Agreement, if liability therefor was the direct consequence of the conduct, negligence or fraud on the part of HELMSMAN or any of its directors, officers or employees. HELMSMAN's obligations under this section shall survive termination of this Agreement. EMPLOYER will hold HELMSMAN harmless and defend and indemnify HELMSMAN for any and all claims, lawsuits, settlements, judgments, penalties, and expenses -- including but not limited to attorney's fees -- resulting from or arising out of or in connection with the performance of this Agreement, if liability therefor was the direct consequence of the conduct, negligence or fraud on the part of EMPLOYER or any of its directors, officers or employees. EMPLOYER's obligations under this section shall survive termination of this Agreement. VIII. INSURANCE HELMSMAN shall at all times maintain a policy of insurance which insures against errors and omissions and other liability. The policy shall contain combined single limit of not less than $1,000,000.00. IX. ASSIGNMENT Assignment of EMPLOYER's interest under this Agreement shall not bind HELMSMAN until its consent is endorsed hereon. X. NOTICE/CONTACT PERSON Helmsman Contact: Susy Wagner, Vice President Helmsman Management Services Northwest, 825 NE Multnomah Street Portland Oregon 97232 In¢. Employer Contact: Bob Nelson, Risk Manager City of Ashland Ashland, Oregon 97520 XI. INDEPENDENT CONTRACTOR Any terms indicating EMPLOYER as an employer herein merely refers to EMPLOYER's role as an employer with respect to providing loss control consulting services to its employees and the parties to this Agreement specifically deny that as between them there is an employer/employee relationship. The parties further acknowledge and agree that HELMSMAN is an independent contractor providing loss control services to EMPLOYER for a fee. The parties hereto agree that arms-length bargaining took place in formulating this Agreement and that neither party was coerced, unduly influenced, or otherwise caused to enter into this Agreement against their will or as a result of overreaching or disparity in resources by any other party hereto. XII. GOVERNING LAW XIII. The parties agree that this Agreement shall, in all instances where legally possible, be construed under and governed by the laws of the State of Oregon. Neither party shall be deemed the drafter of this Agreement for purposes of construction or interpretation. CONFIDENTIALITY HELMSMAN recognizes the need for confidentiality as to EMPLOYER's operations and other information provided to HELMSMAN by EMPLOYER. Absent specific approval from EMPLOYER, HELMSMAN shall release only such information and records as are required by applicable statute and administrative rule. HELMSMAN will take all reasonable steps to ensure confidentiality of information. XIV. ARBITRATION Any unresolved dispute between EMPLOYER and HELMSMAN shall be submitted to arbitration by three arbitrators. One arbitrator shall be chosen by EMPLOYER and one shall be chosen by HELMSMAN. The third arbitrator shall be chosen by the other two arbitrators within ten days after they have been appointed. If the two arbitrators cannot agree upon a third arbitrator, each arbitrator shall nominate three persons of whom the other shall reject two. The third arbitrator shall then be chosen by drawing lots. If either party fails to choose an arbitrator within thirty (30) days after receiving the request of the other party to do so, the latter shall choose both arbitrators, who shall choose the third arbitrator. The parties shall submit all pertinent information to the arbitrators within twenty (20) days of selection of the arbitrators. The decision of the majority shall be final and binding upon the parties. The costs of arbitration, including the fees of the arbitrators, shall be shared equally by the parties. The arbitration shall be held at the time and places agreed upon by the arbitrators. Notwithstanding the foregoing, termination of this Agreement shall not in and of itself be subject to arbitration or suit. Despite the above, should litigation arise as to this Agreement, the prevailing party shall be entitled to costs and attorneys fees at the conclusion of such litigation. Lo~s Preve~tien Service~ ~ntract Septmber, 1993 -- page 4 MERGER This contract, including Schedule A and any Attachments or Addendum, constitutes the entire agreement between the parties. All prior oral or written agreements with respect to the subject matter of this contract are superseded by this agreement. No changes or amendment shall be allowed unless in writing signed by authorized representatives of the parties. Signed this _~9~ day of By: Services Northwest, Inc. Susy Waqner, Vice President Name/Title _The_ Cit~ of .Ashland Brian L. Alm~ist _C~ tx Admin~ator Bo~Nel s-~~ k Ma~aqer Name/Title Date Date Septel~er, 1973 -- page SCHEDULE A LOSS control services are provided at $65 per hour of direct professional service provided. Industrial hygiene services are provided at $75 per hour of direct professional service provided. Travel time and support staff services are included within the hourly fee and therefore are not billed separately. All loss prevention or industrial hygiene services are billed monthly as incurred. NOTICE OF CONTRACT AMENDMENT This contract amendment is made and entered into this 24th day of October, 1995 by and between Helmsman Management Services Northwest, Inc., dba Liberty Management Services, Inc., (LIBERTY) and the City of Ashland (EMPLOYER), mid modifies that certain agreement between the parties dated September 30, 1993. Amendment Description Amend Schedule A as follows: Loss control services provided dttfing the period August 15, 1995 through August 14, 1996 will be billed at a rate of $65 per hour for each hour of direct professional services provided. Industrial hygiene services provided at a rate of $75 per hour for each hour of direct professional service provided. Travel time and support staff services are included within the hourly fee and therefore are not billed separately. All loss prevention and industrial hygiene services are billed monthly as incurred. This Agreement shall remain in full force and effect ttu:ough August 14, 1996 and shall be renewable for further terms by later agreement of the parties, All other terms and conditions of the original agreement shall remain in full force and effect. By: Liberty Management Services, Inc. S~-sy ~g~er, Vid President Operations City of Ashland Na~ne/Title --~ Director of Finance Date Libe,,fly North west Compames October 30, 1995 Jill Turner City of Ashland 20 East Main Street Ashland OR 97520 Members of the Liberty Mutual Group Liberty Northwest Insurance Liberty Management Services Liberty Health Plan Dear Jill: Enclosed is the Notice of Contract Amendment for Loss Prevention Services provided by Liberty Management Services, Inc., effective August 15, 1995 through August 14, 1996. Please sign both originals; one is for you to keep and one may be returned in the envelope provided for your convenience. If you have any questions, please give me a call. Thank you, Rober~ L. Horton Senior Account Executive LIBERTY NORTHWEST INSURANCE Enclosures RLH/al 1380Oleander, Suite A Medford, Oregon 97504 503.772.1931 This Agreement, entered into August 15, 1993, describes the relationship between Helmsman Management Services Northwest, Inc. (HELMSMAN) and the City of Ashland, (EMPLOYER). PURPOSE HELMSMAN's purpose in entering into this Agreement is to provide loss control services to EMPLOYER for a fee. EMPLOYER's purpose in entering into this Agreement is to have HELMSMAN assist EMPLOYER with its loss control program and to pro%ide other services as agreed between the parties. I. HELMSMAN'S OBLIGATIONS HELMSMAN agrees to provide the following services to the EMPLOYER for a fee outlined in Schedule A: A. Loss Control Services and Industrial Hygiene Services including the following: Safety audits. Audits include review of policies and procedures, safety inspections, review of safety committee activity, review of communications with management, and a written audit report. As requested, advice and consultation on a regular basis, involvement with the safety committee, supervisory training, noise level surveys, industrial hygiene testing, and recommendations on use of personal protective equipment. 3. Providing information relating to specific safety topics as appropriate. 4. Assistance in the development of formal Loss Control Programs for EMPLOYER. 5. Assistance in implementing EMPLOYER Loss Control Programs. 6. Other loss control and industrial hygiene services as agreed upon by both parties. Neither the right to provide these services and recommendations, nor the providing thereof nor any report thereon, shall constitute a representation by HELMSMAN that such work places, operations and machinery are safe. September, 199'5 -- page I II. EMPLOYER OBLIGATIONS III. EMPLOYER agrees that it will: A. Pay HELMSMAN a fee as outlined in Schedule A of this agreement. Be Pay for all lab fees, costs of printing necessary forms, and all costs for training materials or materials used in developing audio/visual training programs, including associated shipping and handling and other incidental and special costs incurred in the provision of Loss Control Services. TERM This Agreement shall commence August 15, 1993. It is contemplated by the parties that this agreement shall terminate one year from its inception but shall be renewable by later written agreement of the parties. IV. TERMINATION A. Either party may terminate this Agreement for any reason with thirty (30) days written notice to the other party. B. Upon termination of service by written notice, a final accounting will be made of the fees payable to HELMSMAN, and any balance due either party will be promptly paid by the debtor party. C. Upon termination by EMPLOYER and as soon as reasonably practical, HELMSMAN will turn over all ancillary work products to EMPLOYER or its designated representative. V. STATUTORY REQUIREMENTS Ail applicable provisions of ORS 279.312, 279.314, 279.316 and 279.320 are made part of this contract. VI. ACTION AGAINST HELMSMAN HELMSMAN shall have no insurance obligation with respect to services under the Agreement, and no person or entity not a party to this Agreement shall be entitled to rely on, benefit from or bring any action under this Agreement unless otherwise provided in this Agreement. VII. INDEMNIFICATION HELMSMAN will hold EMPLOYER harmless and defend and indemnify EMPLOYER against any and all claims, lawsuits, settlements, judgments, penalties, and expenses -- including but not limited to VIII. attorney's fees -- resulting from or arising out of or in connection with the performance of this Agreement, if liability therefor was the direct consequence of the conduct, negligence or fraud on the part of HELMSMAN or any of its directors, officers or employees. HELMSMAN's obligations under this section shall survive termination of this Agreement. EMPLOYER will hold HELMSMAN harmless and defend and indemnify HELMSMAN for any and all claims, lawsuits, settlements, judgments, penalties, and expenses -- including but not limited to attorney's fees -- resulting from or arising out of or in connection with the performance of this Agreement, if liability therefor was the direct consequence of the conduct, negligence or fraud on the part of EMPLOYER or any of its directors, officers or employees. EMPLOYER's obligations under this section shall survive termination of this Agreement. INSURANCE HELMSMAN shall at all times maintain a policy of insurance which insures against errors and omissions and other liability. The policy shall contain combined single limit of not less than $1,000,000.00. IX. ASSIGNMENT Assignment of EMPLOYER's interest under this Agreement shall not bind HELMSMAN until its consent is endorsed hereon. X. NOTICE/CONTACT PERSON Helmsman Contact: Susy Wagner, Vice President Helmsman Management Services Northwest, 825 NE Multnomah Street Portland Oregon 97232 Inc. Employer Contact: Bob Nelson, Risk Manager City of Ashland Ashland, Oregon 97520 XI. INDEPENDENT CONTRACTOR Any terms indicating EMPLOYER as an employer herein merely refers to EMPLOYER's role as an employer with respect to providing loss control consulting services to its employees and the parties to this Agreement specifically deny that as between them there is an employer/employee relationship. The parties further acknowledge and agree that HELMSMAN is an independent contractor providing loss control services to EMPLOYER for a fee. The parties hereto agree that arms-length bargaining took place in formulating this Agreement and that neither party was coerced, unduly influenced, or otherwise caused to enter into this Agreement against their will or as a result of overreaching or disparity in resources by any other party hereto. September, 1993 -- page XII. GOVERNING LAW XIII. The parties agree that this Agreement shall, in all instances where legally possible, be construed under and governed by the laws of the State of Oregon. Neither party shall be deemed the drafter of this Agreement for purposes of construction or interpretation. CONFIDENTIALITY HELMSMAN recognizes the need for confidentiality as to EMPLOYER's operations and other information provided to HELMSMAN by EMPLOYER. Absent specific approval from EMPLOYER, HELMSMAN shall release only such information and records as are required by applicable statute and administrative ~lle~ HELMSMAN will take all reasonable steps to ensure confidentiality of information. XIV. ARBITRATION Any unresolved dispute between EMPLOYER and HELMSMAN shall be submitted to arbitration by three arbitrators. One arbitrator shall be chosen by EMPLOYER and one shall be chosen by HELMSMAN. The third arbitrator shall be chosen by the other two arbitrators within ten days after they have been appointed. If the two arbitrators cannot agree upon a third arbitrator, each arbitrator shall nominate three persons of whom the other shall reject two. The third arbitrator shall then be chosen by drawing lots. If either party fails to choose an arbitrator within thirty (30) days after receiving the request of the other party to do so, the latter shall choose both arbitrators, who shall choose the third arbitrator. The parties shall submit all pertinent information to the arbitrators within twenty (20) days of selection of the arbitrators. The decision of the majority shall be final and binding upon the parties. The costs of arbitration, including the fees of the arbitrators, shall be shared equally by the parties. The arbitration shall be held at the time and places agreed upon by the arbitrators. Notwithstanding the foregoing, termination of this Agreement shall not in and of itself be subject to arbitration or suit. Despite the above, should litigation arise as to this Agreement, the prevailing party shall be entitled to costs and attorneys fees at the conclusion of such litigation. September, 199~ -- P~ge 4 XV. MERGER This contract, including Schedule A and any Attachments or Addendum, constitutes the entire agreement between the parties. All prior oral or written agreements with respect to the subject matter of this contract are superseded by this agreement. No changes or amendment shall be allowed unless in writing signed by authorized representatives of the parties. Signed this ,~ day of By: Hel~s~nff~anagem~t -- ServicesVNorthwest, Inc. Sus¥ Wagner, Vice President Name/Title city of ~Ashland t~ Admin ' s~ator Bo~Neison , RlS Manager Name/Title Date Date SCHEDULE A Loss control services are provided at $65 per hour of direct professional service provided. Industrial hygiene services are provided at $75 per hour of direct professional service provided. Travel time and support staff services are included within the hourly fee and therefore are not billed separately. All loss prevention or industrial hygiene services are billed monthly as incurred. NOTICE OF CONTRACT AMENDMENT This contract amendment is made and entered into this 24th day of October, 1995 by and between Helmsman Management Services Northwest, Inc., dba Liberty Management Services, Inc., (LIBERTY) and the City of Ashland (EMPLOYER), and modifies that certain agreement between the parties dated September 30, 1993. Amendment Description Amend Schedule A as follows: Loss control services provided during the period August 15, 1995 through August 14, 1996 will be billed at a rate of $65 per hour for each hour of direct professional services provided. Industrial hygiene services provided at a rate of $75 per hour for each hour of direct professional service provided. Travel time and support staff services are included within the hourly fee and therefore are not billed separately. All loss prevention and industrial hygiene services are billed monthly as incurred. This Agreement shall remain in full force and effect through August 14, 1996 and shall be renewable for further terms by later agreement of the parties. All other terms and conditions of the original agreement shall remain in full force and effect. By: Liberty Management Services, Inc. S~s~ ~V .a/g/n~r, Vi~ President Operations Date~ / / City of Ashland Na(-ne/Title ~2 l~irector of F±nance Date