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DRAFT |
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SERVICE AGREEMENT BETWEEN THE CITY OF SUNNYVALE |
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AND GREGORY B. BRAGG & ASSOCIATES, INC., |
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FOR THIRD PARTY WORKERS' COMPENSATION CLAIMS
ADMINISTRATION SERVICES |
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THIS AGREEMENT dated ______________________________ is by and between the CITY OF SUNNYVALE, a municipal corporation ("CITY"), and GREGORY B. BRAGG & ASSOCIATES, INC., a California corporation ("ADMINISTRATOR"). |
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WHEREAS, CITY is in need of specialized services in relation to the administration of CITY's Workers' Compensation claims; and |
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WHEREAS, ADMINISTRATOR possesses the skill and expertise to provide the required services; |
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NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT. |
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1. Services by ADMINISTRATOR |
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ADMINISTRATOR shall provide services in accordance with Exhibit "A" attached and incorporated by reference. ADMINISTRATOR shall determine the method, details and means of performing the services. |
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2. Time for Performance |
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The term of this Agreement shall be January 1, 2004, to June 30, 2005, unless otherwise terminated. ADMINISTRATOR shall deliver the agreed upon services to CITY as specified in Exhibit "A". Agreement term may be extended for three additional one-year periods at the option of CITY. |
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3. Duties of CITY |
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CITY shall supply any documents or information available to City required by ADMINISTRATOR for performance of its duties. All documents, materials, reports, claims and other written, photographed or electronic records provided to ADMINISTRATOR by CITY, or which are produced by ADMINISTRATOR, in connection with the duties under this Agreement, shall be maintained in confidence by ADMINISTRATOR except when disclosure is authorized by CITY or is necessary to perform the obligations of ADMINISTRATOR under this Agreement. Any materials provided shall be returned to CITY upon completion of the work. |
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4. Compensation |
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CITY agrees to pay ADMINISTRATOR at the rates set fort in Exhibit "B" attached and incorporated by reference. Total compensation shall not exceed Three Hundred Sixty Seven Thousand Five Hundred and no/100 Dollars ($367,500.00) during the initial eighteen-month period. Should CITY exercise its option to extend the Agreement, total compensation during any one-year period shall not exceed Two Hundred Forty Five Thousand and no/100 Dollars ($245,000.00). ADMINISTRATOR shall submit invoices to CITY to be paid in accord with the procedures set forth in Exhibit "B". |
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5. Ownership of Documents |
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CITY shall have full and complete access to ADMINISTRATOR's working papers, drawings and other documents during progress of the work. All documents of any description prepared by ADMINISTRATOR shall become the property of the CITY at the completion of the project and upon payment in full to the ADMINISTRATOR. ADMINISTRATOR may retain a copy of all materials produced pursuant to this Agreement. |
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6. Conflict of Interest |
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No officer or employee of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement, ADMINISTRATOR shall not accept employment or an obligation, which is inconsistent or incompatible with ADMINISTRATOR's obligations under this Agreement. |
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7. Confidential Information |
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ADMINISTRATOR shall maintain in confidence and at no time use, except to the extent required to perform its obligations hereunder, any and all proprietary or confidential information of CITY of which ADMINISTRATOR may become aware in the performance of its services. |
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8. Compliance with Laws |
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(a) ADMINISTRATOR shall strictly adhere to all state and federal laws with respect to discrimination in employment and shall not discriminate against any individual on the basis of race, color, religion, gender, sexual orientation, marital status, national origin, age or disability. |
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(b) ADMINISTRATOR shall comply with all federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement, including, but not limited to, the Worker's Compensation laws of the State of California. Such obligations shall include not only an obligation to comply with California Workers' Compensation laws with respect to its employees, but also an obligation to administer CITY's Workers' Compensation claims in accordance with said laws. |
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9. Independent Contractor |
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ADMINISTRATOR is acting as an independent contractor in furnishing the services or materials and performing the work required by this Agreement and is not an agent, servant or employee of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and ADMINISTRATOR. ADMINISTRATOR is responsible for paying all required state and federal taxes. |
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10. Indemnity |
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ADMINISTRATOR shall indemnify, defend and hold harmless CITY and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with ADMINISTRATOR's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. |
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11. Insurance |
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ADMINISTRATOR shall take out and maintain during the life of this Agreement policies of insurance as specified in Exhibit "C" attached and incorporated by reference, and shall provide all certificates and endorsements as specified in Exhibit "C." |
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12. CITY Representative |
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Barbara Coats, CITY's Risk and Insurance Manager, as the City Manager's authorized representative, shall represent CITY in all matters pertaining to the services to be rendered under this Agreement. All requirements of CITY pertaining to the services and materials to be rendered under this Agreement shall be coordinated through the CITY representative. |
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13. ADMINISTRATOR Representative |
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Randall Smith, President, shall represent ADMINISTRATOR in all matters pertaining to the services and materials to be rendered under this Agreement; all requirements of ADMINISTRATOR pertaining to the services or materials to be rendered under this Agreement shall be coordinated through the ADMINISTRATOR representative. |
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14. Notices |
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All notices required by this Agreement shall be in writing, and shall be personally delivered, sent by first class with postage prepaid, or by sent by commercial courier, addressed as follows: |
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To CITY: |
Risk and Insurance Manager |
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CITY OF SUNNYVALE |
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P. O. Box 3707 |
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Sunnyvale, CA 94088-3707 |
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To ADMINISTRATOR: |
Randall Smith, CPA, ARM |
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GREGORY B. BRAGG & ASSOCIATES, INC. |
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PO Box 2216 |
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Granite Bay, CA 95746-2216 |
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Nothing in this provision shall be construed to prohibit communication by more expedient means, such as by telephone or facsimile transmission, to accomplish timely communication. However, to constitute effective notice, written confirmation of a telephone conversation or an original of a facsimile transmission must be sent by first class mail or commercial carrier, or hand delivered. Each party may change the address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of two days after mailing, unless such date is a date on which there is no mail service. In that event communication is deemed to occur on the next mail service day. |
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15. Assignment |
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Neither party shall assign or sublet any portion of this Agreement without the prior written consent of the other party. |
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16. Termination |
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If ADMINISTRATOR defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to ADMINISTRATOR. If CITY fails to pay ADMINISTRATOR, ADMINISTRATOR at its option may terminate this Agreement if the failure is not remedied by CITY within thirty (30) days from the date payment is due. |
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Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to ADMINISTRATOR. In the event of such termination, ADMINISTRATOR shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. ADMINISTRATOR shall present CITY with any work product completed at that point in time. |
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17. Entire Agreement; Amendment |
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This writing constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced by writing signed by all parties. |
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18. Miscellaneous |
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Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. This Agreement shall be governed and construed in accordance with the laws of the State of California. |