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HomeMy WebLinkAboutContracts & Agreements_150A-2025Public Risk Innovation, Solutions, and Management (PRISM) Enterprise Risk Consultant Services Member Agreement Consultant: Jiles Smith Member: Cityof Redlands Assignment No. 1 This AGREEMENT is entered into by and between City of Redlands ("Member') and the undersigned Public Risk Innovation, Solutions, and Management ("PRISM") and governs the procurement and ongoing use of the Enterprise Risk Consultant Services (hereinafter "Program) described in this AGREEMENT. This AGREEMENT is effective for the term as outlined in Exhibit A (Scope of Services and Fees), pursuant to the termination provisions set forth under paragraph 6 of this AGREEMENT. 1. Scope of Services: The Consultant will provide services to Member as specified under the AGREEMENT between the Consultant and PRISM. The Consultant and Member shall determine the specific scope of work Member desires, as outlined in Exhibit A, Assignment No. 1 PRISM shall take no role in determining or advocating any specific scope of work for the Consultant, unless specifically requested by the Member. 2. Fees: PRISM shall be responsible for direct payment of the fees to Jiles Smith ("Consultant") on behalf of Member receiving services. Payments for services rendered by the Consultant under this Program shall be invoiced to PRISM with a copy to the Member. Once the Member has confirmed the invoice is accurate, PRISM will process the invoice for payment to the Consultant. PRISM shall submit to Member an invoice for fees, costs, or expenses connected with services provided under this Program for the total cost of services accessed by Member (See Exhibit A, Assignment No. 1 ), All hourly billing charges shall be charged in 10-minute increments. The fee shall be due and payable to PRISM on or before 30 days from the invoice date. The total invoiced amount for this Assignment shall not exceed $ 30,300 without prior written approval from the Member. 3. Supplemental Engagement(s): Should Member elect to retain the Consultant separately for services that are supplemental to those provided under the AGREEMENT, Member and the Consultant shall establish a separate engagement with scope of work and deliverables to be determined at the time of said engagement. Fees and/or costs for any supplemental services shall be determined at the time of engagement. These services will not be subject to oversight or administration by PRISM under the Enterprise Risk Consultant Program. 4. Independent Contractor: While performing services, the Consultant will be acting as an independent contractor and not an employee of PRISM or any Member. 5. Insurance and indemnity: 5.1.a. CONSULTANT shall procure the following required insurance coverage at his/her sole cost and expense. Such insurance coverage, in the minimum limits as specified below, shall be maintained during the term of this AGREEMENT and shall name both PRISM and the Memberas additional named insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of CONSULTANT. CONSULTANT shall maintain in force and .effect the required workers' compensation insurance, comprehensive general liability insurance, professional liability (errors and omissions) insurance, and coverage required by PRISM during the term of this AGREEMENT and shall provide proof of insurance in the form and manner specified by PRISM. I. Workers' Compensation Insurance: CONSULTANT shall provide and maintain for all employees of CONSULTANT engaged in work under this AGREEMENT Workers' Compensation insurance as required by Labor Code Section 3700. CONSULTANT shall be responsible for Workers' Compensation Insurance for any subcontractor who directly or indirectly provides services under this AGREEMENT. To the extent that CONSULTANT may have principals performing work under this AGREEMENT who are not covered by Workers' Compensation insurance CONSULTANT shall indemnify and hold harmless PRISM and Member, its officers and directors from any and all liabilities for injuries or illness incurred, or claimed to be incurred by those individuals while performing work hereunder. Should CONSULTANT not have any employees,or subcontractors, CONSULTANT must certify that fact to PRISM and PRISM shall waive any requirement for Workers' Compensation insurance under this provision. ii. Comprehensive General Liability Insurance: Minimum coverage of $2,000,000 combined single limit to include: Premises/Operations Independent Contractors Products/Completed Operations Blanket Contractual . Broad Form Property Damage Endorsement III. Professional Liability (Errors and omissions) Insurance: Minimum limit of $2,000,000 per occurrence. iv. Comprehensive Automobile Liability Insurance with a minimum limit of coverage of $1,000,000 combined single limit including owned, non -owned and hired vehicles. v. Cyber Liability Insurance Insurance appropriate to the Consultant's profession and work hereunder with limits not less than $2,000,000. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of copyright; trademark, title, slogan, trade name, trade dress, mark, service mark, service name, domain name or license agreement or any other intellectual property, invasion of privacy violations. In addition, coverage shall respond PRISM Enterprise Risk Consultant; Member Agreement - 2 Revision Date May 2023 to information theft, release of private information, and the resulting emotional distress or mental anguish, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. Cyber coverage is required unless Consultant and PRISM certify by initialing hereafter that there does not appear to be a cyber risk component to the Consultant's assignment. 5.1.16 If requested by the CONSULTANT, PRISM will provide insurance for assignments by adding the CONSULTANT as an Additional Named Insured to PRISM's Comprehensive General Liability, Professional Liability (including Errors & Omissions), and Automobile Liability policies. If this occurs, Member will be named as an additional named insured on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of CONSULTANT. CONSULTANT will remain responsible for providing his/her own Workers' Compensation insurance in accordance with the requirements set forth above. I. If PRISM provides insurance for assignments by adding CONSULTANT as an Additional Named Inured to PRISM's insurance policies, PRISM shall hold harmless, defend and indemnify the Member from any and all liability, loss, damage, expense, costs, including reasonable attorney's fees, in connection with PRISM or CONSULTANT's negligence, recklessness or willful misconduct. 5.1.c. If the CONSULTANT will be providing his/her own insurance, CONSULTANT shall hold harmless, defend and indemnify PRISM and the Member from any and all liability, loss, damage, expense, costs, including reasonable attorney's fees, in connection with the CONSULTANT's performance of work hereunder or his/her failure to comply with any of his/her obligations contained in the AGREEMENT, except such loss or damage which was caused by the sole negligence or willful misconduct of PRISM or the Member. If the CONSULTANT will be providing his/her own insurance, PRISM shall hold harmless, defend and indemnify the Member from any and all liability, loss, damage, expense, costs, including reasonable attorney's fees, in connection with PRISM's negligence, recklessness or willful misconduct. 6. Term and Termination. 6.1. Term: The term of this AGREEMENTshall commence on the Effective Date listed in Exhibit A, and will remain in full force and effect until terminated by either party in accordance with paragraphs 6.2. or 6.3. 6.2. Cancellation with Cause. This AGREEMENT may be terminated by either party (the "Terminating Party") with fifteen (15) days prior written notice in the event that the other party (the "Breaching Party") breaches any material term or condition of the AGREEMENT; provided, however, that such notice must have first identified the nature and scope of the claimed breach, affording an opportunity to the Breaching Party to cure the breach, and the Breaching Party must have failed to cure the breach within thirty (30) days of receiving such notice. 6.3. Cancellation without Cause. This AGREEMENT may be terminated by either party, in advance of expiration, for no reason or for any reason, otherthan for material breach of its terms or conditions, PRISM Enterprise Risk Consultant; Member Agreement - 3 Revision Date May 2023 (collectively, "without cause"), by the Terminating Party giving the other party at least thirty (30) days written notice prior to the effective date of cancellation. If Member cancels without cause, the Consultant will cease rendering any included services on the effective date of cancellation. If the Consultant cancels without cause, the Consultant will continue, if Member desires, to perform included services for all assignments remaining open, up to the effective date of cancellation. 6.4. Should Member accessing services under this Program be dissatisfied with the Consultant, Member shall immediately notify PRISM. PRISM and Member shall discuss any deficiencies or other concerns regarding the services provided by the Consultant. If Member advises PRISM that Member wishes to terminate the services of the Consultant, then the consulting agreement shall be immediately terminated. Thetermination of the Consultant by any Member under this Program shall not affect the termination provisions as set forth between the Consultant and PRISM. 7. Materials: All materials accessed and provided to a Member under this Program shall be specifically for use by the Member. No other use of these materials, except for use under this AGREEMENT, is expressly or impliedly given. 8. Data: Member shall be the owner of all information or data collected for services rendered by the Consultant, including information or data that relates to the Member(s) access to services of the Consultant, except any data that PRISM deems necessary for compensating the Consultant, audits or other purposes reasonably deemed necessary by PRISM. The Consultant shall not release any materials under this section except after prior approval of the accessing Member or as required by this AGREEMENT or by law. 9. Mutual Warranties and Disclaimer: Each party represents and warrants that it has full authority to enter into this AGREEMENT and to fully perform its obligations hereunder. 10. Governing Law. This AGREEMENT shall be governed by, and enforced in accordance with, the laws of the state of California. Any civil action or legal proceeding arising out of or relating to this AGREEMENT shall be brought in the courts of record of the State of California. 11. Nondiscrimination. Without limiting any other provision hereunder, PRISM shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, sexual orientation or other prohibited basis, including Discrimination Policy. 12. Arbitration. If a dispute arises out of or relates to this AGREEMENT, or the breach thereof, the parties endeavorto resolve the dispute by cooperative mutual agreement. Any controversy, claim or dispute arising out of or relating to this AGREEMENT, that cannot be resolved by the parties shall be settled solely and exclusively by binding arbitration in Sacramento, California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of JAMS/Endispute ("JAMS"), with the following exceptions if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will equally share the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS' rules and regulations) of the proceedings has been given to such party. PRISM Enterprise Risk Consultant; Member Agreement - 4 Revision Date May 2023 Each party shall bear its own attorney's fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this AGREEMENT. The arbitrator shall be required to follow applicable law. 13. No Waiver. No waiver, amendment or modification of this AGREEMENT shall be effective unless in writing and signed by both parties. 14. Severability. If any provision of this AGREEMENT is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this AGREEMENT shall continue in full force and effect. 15. Entire AGREEMENT. This AGREEMENT and its exhibits represent the entire understanding and agreement between the Member and PRISM, and supersedes all other negotiations, proposals, understandings and representations (written or oral) made by and between the Member and PRISM on the subject matter of the AGREEMENT. Participating Member Name Name: Charles M. Duggan, Jr. Signature.�''"�—� Title: City Manager Date: 07/21 /2025 Public Risk Innovation, Solutions, and Management (PRISM) Name: Rick Brush Signatur - X_Zzl� Title: Chief Member Services Officer Date: PRISM Enterprise Risk Consultant; Member Agreement - 5 Revision Date May 2023 Exhibit A: Scope of Services and Fees Consultant: Jiles smith Member: city of Redlands Assignment No. t This AGREEMENT is effective on 97/1412025 Start Date: 07/1412/25 End Date: 09/30/2025 Termination is subject to the provisions of paragraph 6 of the Member Agreement. Fee Schedule: PRISM shall pay the Consultant at the rate of $ 150.00 per hour for services performed under this AGREEMENT and payments shall not exceed $ 30,000 without prior written approval from the Member. Payment will be made monthly. Services Provided: This is a service that will provide participating Members with the ability to contract for Consultant services through the PRISM's "Enterprise Risk Consultant" Program. The Consultant will provide the specific services contracted for by Member, which may include any of the following: ❑ Accident Investigation ❑ Actuarial Services ❑ Budgets ❑ Business Continuity ❑ Cal/OSHA Rules & Regulations ❑ Claims Management ❑ Compliance ❑ Conflict Resolution ❑ Construction Mgmnt. ❑ Contingency Planning ❑ Contracts/Negotiations ❑ Crisis Management ❑ Cyber Risk ❑ Data Loss Prevention ❑ Disaster Recovery ❑ Employment Practices Liability ❑ Ergonomics ❑ Emerging Risks ❑ Facilities Management ❑ Finance ❑ Group Administration ❑ Health & Benefits ❑ Hedging ❑ Human Resources ❑ Information Technology ❑ Insurance Policy Coverage/ Review Insurance Reqs. ❑ Litigation Management A specific Scope of Work is attached to this Exhibit. ❑ Program Governance ❑ Program Implementation ❑ Project Management ❑ Records Management ❑ Return — to — Work [1 Risk Assessment IiJ Risk Financing W Risk Mgmt. Princ. & Pracs. Q Risk Mitigation Q Risk Reporting Q Safety, Loss Control/ Prev. Q Safety Training ❑ Strategic Planning/Team Meetings ❑ Technology Risk ❑ Underwriting ❑ Other: Supplemental Engagement(s): Should Member elect to retain the Consultant separately for services that are supplemental to those provided under the AGREEMENT, Member and the Consultant shall establish a separate engagement with scope of work and deliverables to be determined at the time of said engagement. Fees and/or costs for any supplemental services shall be determined at the time of engagement. These services will not be subject to oversight or administration by PRISM under the Enterprise Risk Consultant Program. Administration: This Program for Members shall be administered directly by PRISM in accordance with the terms of PRISM's Agreement with Consultant. Exhibit B: Pool Service Providers' Bill of Rights Public Risk Innovation, Solutions, and Management (PRISM) recognizes its place as one of the premier organizations in the public entity pooling industry. We are constantly striving to achieve the goals of excellence in governance and management by conducting our official business with social responsibility that will encourage public trust. PRISM has established standards that our business partners— pool service providers (PSP's) —should expect in serving PRISM and its Members. The basic rights that PSP's should expect while providing services to PRISM, include the following: PSP's should expect to be treated consistently with dignity, respect, and professionalism. 1. PSP's should not be expected to provide gifts, perks or other benefits to Members of the Board of Directors or Committees, or staff Members (or any person or organization associated with them) as a condition of doing business with the pool. 2. PSP's should expect fair and equitable treatment in the procurement process. Every competitive bidding process should be open, well defined and transparent. PRISM recognizes that there is a direct cost to the PSP in preparing every service proposal. 3. PSP's should expect to have a written service agreement with PRISM specifying all terms and conditions of the contractual relationship. 4. PSP's should only be expected to provide services contained within the scope of the service agreement. 5. PSP's should be paid in a timely manner for services rendered in accordance with the provisions of the service agreement. Service Providers' Bill of Rights Page 1 of 1 Approved June 1, 2007 Sole Source/ Single Source/ Standardization Form For procurement of supplies, equipment and services valued at $5,000 and over NOTE: Every question must be aumvered Nvith appropriate documentation attached; hicounplete forms will he immediately rejected by Purchasing. Date: 7/23l25 To: Purchasing Division From: Kisha McDonald Estimated Total Cost: $ 30,000 Proposed Vendor: PRISM Request Term: 5-Months This form must accompany the purchase document whenever an exception to the competitive process is requested. Requests for goods and/or services from a specific vendor or limited to a specific brand, where substitutes to the recommended vendor or brand are unacceptable, must be accompanied by a written justification explaining the circumstances that make alternatives unacceptable. The City Manager -will determine whether the justification is appropriate. Requests for exception must be supported by factual statements that will pass an audit. EXCEPTION T'O BIDDING AND DISCLOSURE STATEMENT 2 Page INSTRUCTIONS 1. Please check all applicable categories (a. through i.) below and provide additional information where indicated. a, The requested product is an integral repair part or accessory compatible with existing equipment. Existing Equipment: Manu.facturer/Model Number: Age: _ Curresit Estimated Value: b. The requested product has unique design/performance specifications or quality requirements that are not available in comparable products. c. I have standardized the requested product and the use of another brand/model would require considerable time and funding to evaluate. d. The requested product is one in which I (and/or my staff) have specialized training and/or, extensive expertise. Retraining would incur substantial cost in time and/or funding. ❑ e. The requested product is used or demonstration equipment available at a lower -than - new cost. f Repair/Maintenance service is available only from manufacturer or designated service representative. g. Upgrade to or enhancement of existing software is available only from manufacturer, ❑ h. Service proposed by vendor is unique; therefore, competitive bids are not available or applicable. ai. Other factors (provide detailed explanation in #2 below). 2. Provide a detailed explanation and pertinent documentation for each category checked in item I above. Attach additional sheets if necessary: PRISM offers highly tailored consulting solutions focused on workers' compensation and liability management, areas that require deep technical knowledge and an understanding of complex regulatory and operational frameworks. Their exclusive capabilities make them the only viable provider to ensure continuity and effectiveness in managing critical risk management functions, Rev 1.31.19 EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT 3 3. Was an evaluation of other equipment, products, or services performed? ❑ Yes � No If yes, please Explain the type of evaluation peiforined and provide all supporting documentation: 4. List below the name of each individual who was involved in the evaluation, if conducted, and in making the recommendation to procure this product or service. Attach additional information, if necessary, Page 5. Explain what action(s) the department would take if the sole/single source services were no longer available The City would issue a Request for Proposal for the services, however, that option would adversely affect Risk Management operations. I certify that the above information is accurate to the best of my knowledge, and a signed copy of this document will be kept on file and available for audit in my department Prepared by Department Digitally signed by 1:41: Mc07'00' 7/23/25 Gate: 2025-07.23 11:41:38-oTtJ4' Date Date Purchasing Agent Approval Date City Manager Approval Rev 1.31.19 23 / �5-- 7 - Zy- 1 o:2S Date