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HomeMy WebLinkAboutContract 22492249 AGREEMENT To: Lauren McClanahan Public Works Superintendent City of Columbia Heights Public Works Department 637 - 38th Avenue NE Columbia Heights, MN 55421 (763) 706-3706 For: Ongoing Services Safety and Environmental Program Support December 2, 2009 From: Michael H. Holmquist, MS, CSP President Integrated Loss Control, Inc. 1970 Oakcrest Avenue Suite 117 Roseville, MN 55113 651/633-6525 Agreement Ongoing Loss Control Services DATE: December 2, 2009 CLIENT: City of Columbia Heights Public Works Department 637 - 38th Avenue NE Columbia Heights, MN 55421 CONTACT: Lauren McClanahan Public Works Superintendent PROJECT: On-Going Safety & Environmental Program Support AGREEMENT PERIOD: 1-Unless sooner terminated in accordance with this Agreement, ILC and City of Columbia Heights Public Works Department, will have at minimum the following Agreement period. Start date: Januar~l , 2010 through December 31 2010 2- During the Agreement period there will be at minimum quarterly evaluations of the services provided and the requests of service to ensure expectations are met. SCOPE: Environmental, Health and Safety Monthly On-Going Support ILC will provide a fixed level of monthly support to the Environmental, Health and Safety Program at City of Columbia Heights Public Works Department's (City's) operations. This will include assisting with routine operation reviews to ensure compliance with applicable occupational health and safety regulations and relevant environmental requirements. Service would include training on selected topics, assistance with Safety Committee (training, resources, etc.), facility tours to identify any health or safety issues which could adversely impact the health or safety of employees, perform required reporting to regulatory agencies and serve as an on-call resource for management. Coordinate services available from other sources, such as insurance companies, would be provided to help ensure no duplication of services or unnecessary costs. A structured workplan for both safety and environmental affairs will be maintained. The workplan items would be addressed over the normal Service Agreement period, unless required to expedite, with prior approval, a particular item. Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 2 of 15 ~~ Integrated Loss Control, Inc. (651)633-6525 The following tasks are near completion but are still due you from the previous service period (will be completed by January 30, 2010): Three(3) additional Safety Technician ($85.00 per hour) labor hours per month and four (4) Support Services ($45.00 per hour) hours per month to aid the Public Works Department in completing its Lockout/ragout procedure development. During the monthly site visits the following, at minimum, will be accomplished, within the allotted time: Health and Safety, within the allotted time (one site visit each month - 2.5 hours allotted for the iiloiltll) A. Conduct a facility physical hazard identification walk-through and discuss findings with the designated management representative. A written copy of any issues identified will be provided. B. Review all applicable OSHA and environmental recordkeeping, making sure all records are current and complete. Examples might be; employee training records (Right-To- Know, fork truck, etc.), crane, chain and sling inspection records, fork truck inspection records, injury reporting, First Reports of Injury, accident investigation follow-up, reports, etc. C. Meet with the designated management representative to discuss any safety and health issues which have been identified by employees since our last visit or during the site visit conducted by the ILC representative. Answer questions. D. If applicable, conduct quarterly carbon monoxide monitoring as required by OSHA (relating to gas powered fork trucks). E. Identify any OSHA requirements that may have changed due to current operations or that have been published which impact operations. Make the necessary updates and communicate the changes as required. F. Conduct safety related training on predetermined topics. This would include training on the updated Environmental, Health and Safety Program and its compliance requirements applicable to the facility. G. Review the Material Safety Data Sheet file and assist with updates as necessary. Coordinating this applicable information between safety program and environmental program needs. Environmental Services, within the allotted time (bi-monthly on-site visits, 1 hour allotted bi- monthly) A. Conduct a facility walk-through of the operations and discuss findings with the designated representative. A written copy of any issues identified will be provided. B. Review all applicable environmental record keeping, making sure all records are current and complete. --- Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 3 of 15 Integrated Loss Control, Inc. (651)633-<>525 C. Meet with the designated representative to discuss any environmental issues which have been identified by staff since our last visit or during the site visit conducted by the ILC representative. Answer questions. D. Ensure that applicable compliance reporting requirements are met, which includes: discharge reports, hazardous waste manifest review and shipping, Tier II reporting, etc. E. Identify any environmental requirements that may have changed due to current operations or that have been published which impact operations. Make the necessary updates and ., , communicate the cnanges as requirea. F. Conduct training on predetermined topics. This would include training on the updated Environmental Program and its compliance requirements applicable to City of Columbia Heights Public Works Department. G. Review the Material Safety Data Sheet file and assist with updates as necessary. Coordinating this applicable information with the safety program. General On-going Service will include: 1. Coordinate, as appropriate, with the insurance Agent and insurance company any industrial hygiene sampling required or other services as may be needed. 2. Serve as an ex-officio member of the Company Safety Committee, providing guidance and technical support. 3. Assist with maintaining individual facility Environmental, Health and Safety Program binders. 4. Within the time allotted, develop any applicable environmental, health and safety compliance programs and provide the required training to supervision and employees. In addition, provide various recordkeeping farms, which will serve to meet applicable recordkeeping requirements. Coordinate, as appropriate, with state and federal agencies other services as may be needed. 6. As appropriate, serve as an ex-officio member of the Hazardous Materials Emergency Response Team, providing guidance and technical support. 7. Serve as a readily available resource for questions from the management or their designated representative. 8. ILC would welcome any opportunity to conduct joint training or other services to other cities with which the City of Columbia Heights may have a mutual aid arrangement. Any additional costs, related to such an activity, would reflect applicable discounts due to additional potential business opportunities for ILC. Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 4 of 15 ~~ Integrated Loss Control, Irac. (651)633-6525 STAFFING: ILC will provide qualified professionals as needed to meet the nature of the service request. SERVICE LEVEL ILC agrees that it will provide services of a high quality in a prompt and efficient manner to City of Columbia Heights Public Works Department. GENERAL CONDITIONS: 1. It is understood that City of Columbia Heights Public Works Department has retained ILC as a whole company and therefore will receive the benefit of all applicable resources. 2. ILC may have to work off-site at its own office sometimes. 3. Whenever ILC staff have planned to be on-site and something comes up that requires a change in the schedule, the affected parties will be notified as far in advance as passible. 4. City of Columbia Heights Public Works Department will provide ILC staff with adequate work space for those times they are required to work on-site. 5. Standards regarding reaction time to requests far service or timeliness of reports. Upon request for service, ILC will make an initial contact with City of Columbia Heights Public Works Department within 24 hours excluding holidays and weekends. Following this contact, a mutually agreed upon date and time for the services will be arranged. 6. Dispersement (release} and timeliness of reports. All reports generated through this Agreement will be made directly to City of Columbia Heights Public Works Department. Detailed reports will be generated within 10 working days of the receipt of final information pertinent to the report (eg. lab results). 7. The hours allotted for the service period are consumed at the rate of one hour for one hour during normal day shift hours (7:OOam through 7:OOpm), any on-site labor required during other that this time frame between Monday and Friday, would consume 1.25 hours per contract hour. On-site labor required during weekends would be consumed at 1.5 hours per contract hour. The fixed monthly fee does not increase, only the rate of hours utilization during these non-typical activities . Agreement Administrator. The Agreement Administrator for City is Lauren McClanahan, Public Works Superintendent. The Agreement Administrator for ILC is Michael Holmquist, MS, CSP, President. NOTE: All services provided by ILC through this Agreement are to be coordinated through Lauren McClanahan, or their designee. CONFIDENTIALITY/OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHT As a result of rendering services under this Agreement ILC will learn the identity of key employees, clients of City of Columbia Heights and will learn about the nature of the work Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 5 of 15 `' Int~grcztecl Loss C'ontr~ol, Inc (651)633-6525 performed, and results achieved by City of Columbia Heights and the procedures, systems, forms, and methodologies utilized by City of Columbia Heights in its business. This information constitutes confidential, proprietary information of City of Columbia Heights. ILC shall not use, divulge to, or disclose to any person or entity, without written consent of an officer of City of Columbia Heights, any Confidential Information unless legally required to do so. In addition to and not to the exclusion of any other rights which City of Columbia Heights may have, City of Columbia Heights shall be entitled to seek injunctive relief to restrain any threatened or actual breach of ILC's obligations under this Section. The terms of this Confidentiality/Ownership of Materials and Intellectual Property Right section shall survive the termination of this Agreement. As a result of using the services of iLC under this Agreement, City of Colum'ia Heights will learn the identity of key ILC employees and wi111earn about and receive (purchase) procedures, products (hard copy and/or electronic), equipment, forms, and methodologies utilized by ILC in its business. This information is for the sole use of City of Columbia Heights and constitutes confidential, proprietary information of ILC. City of Columbia Heights shall not use, sell, divulge to, or disclose to any person or entity, outside the scope of this Agreement, any confidential information without written consent of an officer of ILC. The terms of this Confidentiality/Ownership of Materials and Intellectual Property Right section shall survive the termination of this Agreement. ILC and the City of Columbia Heights agree that the City of Columbia Heights will own and have the right to use, reproduce and apply as it desires, any data, reports, analyses and materials which are collected or developed by ILC or anyone acting on behalf of ILC which are uniquely and specifically conceived or created by ILC or anyone action on behalf of ILC which arise out of the performance of this Service Agreement. ILC IS AVAILABLE TO PROVIDE THE FOLLOWING GENERAL SERVICES ILC will, upon request and as appropriate, provide services such that the following general Loss Control Activities/Services are readily available. ILC can be available to address program needs which come up monthly, quarterly, annually and those which are ongoing day-to-day. PROGRAM STRATEGIES Assist in developing Loss Control strategies, working with tap management to determine the level of program necessary to accept, transfer or eliminate risk of loss. HEALTHAND SAFETY COMPLIANCE GENERAL RESPONSIBILITIES CAN INCL UDE: Upon specific request, detect and monitor facility conditions that may adversely affect the health of employees and/or violate applicable laws, and to effect or recommend corrective measures. Audit and develop safety programs and to upgrade implemented accident prevention procedures and programs. Assist in reviewing and maintaining records required by federal, state and local laws and those required by the City. Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 6 of 15 ~"~,} Integrated Lors C'orxtrol, Inc. (651)633-653.5 SPECIFIC SERVICE AREAS: PROGRAM AUDITS -review existing compliance programs and identify those compliance programs absent, making recommendations as needed, (ex: AWAIR, Right-To-Know, Respiratory Protection Program, Forklift Operations, Workers' Compensation, etc.) HEALTH & SAFETY PROGRAM -assist with providing the development, implementation, maintenance and training required to meet federal, state and local regulations (ex: Minnesota AWAIR law). EMPLOYEE HAZARD COMMUNICATION -assist with providing the development, implelTieritatior~, n"iair'itenanCe and traiT'iing required to irieet federal, state and local regulations (ex: Minnesota Employee Right-To-Know law). OTHER PROGRAMS -assist with providing the development, implementation, maintenance and training required to meet federal, state and local regulations. INCENTIVE PROGRAMS -assist with the development, implementation and maintenance as applicable. WORK ENVIRONMENT ASSESSMENT -assist with. providing physical hazard assessment, conduct selected industrial hygiene evaluations (sampling for air contaminants, hazardous substances, harmful physical agents or infectious agents), ergonomic analysis, noise surveys and general environmental assessment. EMERGENCY ACTION PLAN -assist with the development, implementation, maintenance and applicable training. Ensuring that OSHA and applicable Pollution Control Agency requirements are met with the same program. SAFETY TEAM (Committee) -assist with the training and facilitating of the safety committee. TRAINING PROGRAMS -Provide training such as, but not limited to: Employee safety training employee Right-To-Know lifting mechanics respiratory protection repetitive motion (carpal tunnel) lockout/tagout hazard recognition forklift operations Supervisory safety training accident analysis job safety awareness job safety analysis-JSA accident investigation motivational techniques ergonomic (worksite design) training and communication skills __ Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 7 of 15 "~~~ Integr-crtec~Loss Control, Inc. (650633-6525 SERVE AS A RESOURCE -regarding applicable laws and regulations. COMPLIANCE REVIEWS -schedules allowing, participate during regulatory inspections of the company. PROVIDE OTHER HEALTH AND SAFETY SERVICES AS REQUESTED OVERALL RISK ASSESSMENT SERVICES ILC can, upon request, help identify risk exposures and the scope of those exposures, and determine the existence and extent of controls to those exposures. ILC can conduct loss analysis, suggest improvements to controls, and assist in their implementation. ILC can provide one stop, integrated risk assessment services. Risk Assessment Surveys and Reporting - Evaluate exposures and the scope of those exposures - Determine the adequacy of controls to major exposures - Suggest administrative and engineering improvements to existing controls - Assist in implementing controls to exposures - Develop loss data and analyze losses to determine loss trends - Provide a detailed evaluation for underwriting purposes in a timely manner - Provide photographs and building diagrams - Service for multiple lines of insurance coverage (Workers Compensation, Fire, Crime, General Liability, Products Liability, Fleet, Builder's Risk, Pollution) Occupational Injury/Illness Management - Analyze past losses to determine loss trends and, the base cause of loss - Analyze existing programs (AWAIR, Confined Space, Lockout/Tag out, Bloodborne Pathogens) - Formulate loss reduction plans through training - Analyze production materials flow, and perform workstation design reviews - Conduct aMulti-Dimensional Job Analysis - Assist in establishing or refining loss prevention programs and training personnel in loss analysis - Establish Medical Case Management programs that will reduce duplication of effort and assist in cost containment strategies - Assist in establishing a Timely Notice of Loss process - Establish an Early Return to Work program that will assist in effectively managing claims Fleet Safety Evaluations - Consultation and educational bulletins to assist businesses in establishing comprehensive fleet management programs tailored to their needs. - Assist in establishing programs for reviewing - Driver selection qualification criteria - Equipment controls - Vehicle maintenance Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 8 of 15 "~~ Integrated Losr Control, hoc. (651)633-6525 - Accident reporting - Accident review procedures Through analysis of motor vehicle accident trends a defensive driving training educational program can be provided to: - Target a reduction in accidents - Enhance defensive driving skills - Meet regulatory requirements - Promote safety awareness. Property Protection and Fire Prevention Evaluations - Develop a property protection and conservation program. - Provide basic training for inspection, testing, and maintenance of the automatic sprinkler system. - Assist in evaluating operations and help establish emergency preparedness and catastrophe plans. Products Liability Evaluations (when applicable) - Assist you in identifying and evaluating your product liability exposure - Formulate recommendations that could reduce the potential for loss or reduce the impact of a loss that could possibly make the product more sellable. - Assist in establishing accountability programs, defense programs and help monitor the success of programs currently in place. General Liability Evaluations Our evaluations can help enable underwriting to be more informed on the risk transfer process or exposures to and from the general public. Accident Investigations City of Columbia Heights Public Works Department management, claim managers and legal counsel call upon ILC to provide the necessary resources to deliver timely, quality accident investigation services. V4~orkers' Compensation Cost Containment City of Columbia Heights Public Works Department and the insurance company can, upon request, utilize ILC to assist with: I. Disability Management: identify and assist with early intervention and disability management activities which can include: - Employee return-to-work opportunities - Organizational and administrative functions which can be integrated to minimize costs related to claims - Working with medical providers (Managed Care Provider coordination) - Training managers and supervisors - Development of return-to-work policies and procedures - Workers' compensation case screening Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 9 of 15 y° Integr~atecl Loss Control, Inc. (651)633-6525 - Perform factual research to determine the legitimacy of workers' compensation claims brought by employees - Assist in preparing for workers' compensation hearings on litigated matters II. Job Evaluations: help conduct special job analysis to identify: - Health and safety concerns which will aid you in returning injured employees to work - Proper placement opportunities of individuals in jobs that match their physical, mental and emotional make-up, without endangering their health and safety or that of others - Potential work design elements that may result in either acute injury or repetitive trauma disorders - Sob accommodations and position description development which can be made to meet the requirements of the Americans with Disabilities Act (ADA) III. Educational Services: specialized training and workshops covering such topics as: - Workers` Compensation issues - Developing the knowledge and skill to manage your workers' compensation program - Opportunities for the prevention of occupational injuries and non-occupational injuries which may affect your workforce - Statutory rules, collective bargaining Agreements, policy changes and management information necessary to more effectively implement a workers' compensation program - Back injury prevention presentations which can be tailored to individual worksites - Several specialty training topics relating to loss control activities, preventing injuries, identifying the information and team needed to determine liability should an injury or illness occur and claim cost containment. ENVIRONMENTAL COMPLIANCE Environmental services apply to the City as an employer and generator of wastes, etc., related to day to day operations of its facilities and equipment. This service does not apply to the City's responsibilities to provide various services to the citizens of the City. ILC can, upon request, assist City of Columbia Heights Public Works Department with the administration of any applicable Pollution Prevention Program. GENERAL RESPONSIBILITIES CAN INCLUDE: - Obtain, analyze, and evaluate a wide variety of data in order to assess potential air and water pollution sources accurately. - Coordinate outside services as requested; laboratories, testing firms (stack sampling, modeling, technical expertise relating to permit applications, etc.). - Recommend courses of action to remedy any non-compliance with environmental laws and regulations. Initiate corrective action upon approval. - Ensures required reporting is accomplished in a timely manner. - Train management and employees as necessary. --_ _ _._ Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 10 of 15 ~~ Iy~teg~~ated Loss Co~~i~rol, bac. (6.51)633-65?5 WASTE MANAGEMENT Relating to: Ground Water/Run-off, Sewered Waste, Hazardous Waste, Non-Hazardous Special Waste and Std. Industrial Waste ILC can, upon request, provide technical support, applying its technical resources to recognize, evaluate, research and recommend waste managements methods to City of Columbia Heights Public Works Department, working to assist product quality wherever possible. ILC can serve as an administrative focal point for the coordination of the waste management efforts, the ongoing health and safety program and any overall pollution prevention program. ILC can: 1. Coordinate and conduct those research and development activities necessary for the proper ir~aiiager~~ei~it of wastes generated. 2. Investigate and evaluate waste management methods, recommending options available to City of Columbia Heights Public Works Department based on its current operations. 3. Investigate and evaluate waste management methods regarding future processes. 4. Ongoing monitoring of the waste stream, noting the impact of changes to processes, etc. upon the waste and its methods of proper handling. Follow-up with waste disposal vendors who receive City of Columbia Heights Public Works Department wastes, verifying the waste disposal method identified to City of Columbia Heights Public Works Department is being applied. 6. Coordinate and work with vendors and outside contractors on special needs, always integrating results into existing or proposed program. AIR EMISSION ILC can, upon request, assist with. the ongoing coordination and administration of applicable Air Emission Permits. ILC can: 1. Provide coordination of existing permit and future permit needs. - in the event of anon-compliance issue, coordinate the necessary actions and resources to abate the non-compliance issue, being sensitive to and working to minimize the ramifications of past operations during the non-compliance period. - ensure coordination of any permit conditions, testing, engineering, amendments and reissuance with City of Columbia Heights Public Works Department's health and safety program and waste management program. - make sure required reporting, testing, and amendments or reissuance are timely. - coordinate the need for outside independent testing companies to conduct performance tests or special testing as requested. - maintain records and files in a proper and orderly manner. 2. Coordinate, develop, implement and administratively maintain any required operation and maintenance plan. - pull information and resources together - write the plan - develop "forms" for maintenance recordkeeping Agreement -Loss Control. Services City of Columbia Heights Public Works Department December 2, 2009 Page 11 of I S "' l~zteg~~c~~tc:d Loss CorTtr~1, hac. (651)633-65'5 train maintenance and/or operations staff on basic understanding of ventilation system and monitoring methods and equipment. Assist with ventilation system design, maintenance and trouble shooting. 4. Upon request, assist with the coordination and/or evaluation of identified planned production increases and the impact on emissions. - evaluations (testing, etc.} - reporting - communication with agency 5. Monitor on an ongoing basis adherence to any rules or permit conditions. 6. When applicable assist with future planning for amendments and modifications - coordinating the permit and related activities with the health and safety program, and waste management program. 7. Help identify opportunities that result from the health and safety program, the waste management program or permit initiatives which improve the indoor air quality (IAQ) resulting in protection of employees and product quality. Provide training as needed to City of Columbia Heights Public Worlcs Department staff regarding applicable permit or rules: - management - supervision - employees 9. Staff special projects as directed. 10. Assist with meeting monitoring requirements. POLLUTION PREVENTION PLAN ILC can, upon request, develop, maintain, update and coordinate activities surrounding any applicable Pollution Prevention Plan and ensure that any applicable requirements are met in a timely manner. Applies to City's day to day operations of its facilities and equipment. This service does not apply to the City's responsibilities to provide various services to the citizens of the City. COST OF SERVICE: ILC will provide the stated services for the fixed monthly cost of $378.00 during the twelve month Agreement period ($299.00 for safety and $79.00 for environmental). This includes travel, reporting and on-site time. For the additional support provided in January, 2010 for the Lockout/Tagout Procedure development; $521.00 will be added to your January, 2010 monthly invoice. No costs beyond the basic monthly cost will be incurred without approval of City. Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 12 of 15 ~~~Integr•at~dLoss Goratrvl, Irzc. (651}633-6525 Note: (due to possible increases in the cost of fuel, beyond ILC's control, this cost may be adjusted by mutual agreement of client and ILC). Should it be necessary, hours above and beyond the monthly allotment will be billed at an hourly rate determined by the nature of the service requested. A Service Memo/Estimate with the cost, based on ILC's applicable rates, will be provided for approval. REIMBURSABLE EXPENSES: - If requested by the City that ILC staff have to travel out of town, meals, lodging and mileage would be paid according to ILC's current reimbursement rates which will be provided on the Sci'"JICe/Tvieiiio Estimate for approval. - If requested by the City that ILC staff attend a special seminar at a time and place specifically relating to this Agreement, any cost for registration, materials, travel, lodging etc., will be itemized on the Service/Memo Estimate for approval. - With prior approval of the City, ILC will be reimbursed for supplies it purchases for activities related to this Agreement. Normally supplies will be obtained through the City. - When ILC is requested to use its technical equipment such as industrial hygiene monitoring equipment and various audio visual equipment, ILC will invoice a basic use fee for the period of time the equipment is used. Prior approval will be obtained before such a cost is incurred. - Questions regarding expenses will be brought to the attention of Lauren McClanahan or the individual responsible for the service request. PAYMENT: Payment is to be made monthly at the beginning of the month for that months services. ILC will invoice the City monthly for the agreed upon level of service approved. Hours and travel in excess of basic amount will be invaiced separately during the month in which they were incurred. Payment is due within 30 days. INSURANCE: ILC shall maintain, at its expense, the following minimum insurance coverage: (a) Workers' Compensation; (b) Commercial general liability insurance (c) Professional errors and omissions insurance ILC shall require its employees to maintain the minimum level of automobile insurance coverage required under Minnesota law. INDEMNIFICATION: ILC shall defend, indemnify and hold the City harmless from any and all claims, liabilities, judgments, losses, damages, costs and expenses (including reasonable attorney's fees) asserted against the City by any person or entity, or incurred by the City, arising out of any injury, illness, death, property or other loss or damage arising out of or in any manner related to any negligent act or omission on the part of ILC or any of its employees, agents, or independent contractors. Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 13 of 1 S '~~y Integ~~ated Loss C~nh^ol, Inc. (6.51)633-6525 The City shall defend, indemnify and hold ILC harmless from any and all claims, liabilities, judgments, losses, damages, costs and expenses (including reasonable attorney's fees) asserted against ILC by any person or entity, or incurred by ILC, arising out of any injury, illness, death, property or other loss or damage arising out of or in any manner related to any negligent act or omission on the part of the City or any of its employees, agents, or independent contractors. The party seeking indemnification (the "Indemnified Party") hereunder shall give the other party (the "Indemnifying Party"), notice in writing within ten (10) days of the occurrence of any event giving rise to indemnification rights hereunder. With respect to threatened or asserted claims of third parties, the Indemnifying Party shall have the right to control the defense of such claim by counsei of its own choosing, provided that the indemnirying Party receives the consent of the Indemnified Party to the counsel chosen, such consent not to be unreasonably withheld. In any event, the Indemnified Party shall have the right at its awn expense to participate in any claim, action or proceeding which is being defended by another party. If the Indemnifying Party within reasonable time after notice of a claim hereunder fails to defend such claim, the Indemnified Party shall be entitled to undertake the defense, compromise or settlement of such claim at the reasonable expense of and for the account and risk of the Indemnifying Party subject to the right of the Indemnifying Party to cooperate in the defense of such claim at any time prior to the settlement, compromise or final determination thereof. The Indemnifying Party will not, without Indemnified Party's written consent, settle or compromise any claim or consent to any entry or judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability with respect to such claim, provided, however, that should the Indemnified Party assume the control of the defense of a claim, the Indemnified Party shall have the authority to settle or compromise any claim or consent to any entry of judgment, without the Indemnifying Party's prior consent. Service Level Adjustment As discussed, should you agree with our proposed level of on-going support and after a few months there is an opportunity to have The City resources pick up selected program administrative responsibilities which ILC was performing, we would at that time, adjust our Service Agreement to meet your requirements. You always have the option to adjust the level of support or terminate the Service Agreement as you require. TERMINATION: Without Cause: The City or ILC may terminate this Agreement in whole or in part, at any time without cause, a 30 days written notice is not required but appreciated. Should the Agreement end early, an equitable adjustment shall be made to provide for termination settlement cost ILC incurs relating to commitments (relates only to such things as materials, equipment rental, laboratory costs, etc., does not relate to staffing) that had become firm before termination. INDEPENDENT CONTRACTOR: In rendering its service under this Agreement, ILC is and shall remain an independent contractor and neither ILC nor its employees shall be deemed to be an employee of the City. ILC shall be Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 14 of 15 ~~~ Integrated Goss Conn~•ol, Inc (651)633-65?5 solely responsible for all payroll, withholding, unemployment, and other taxes and all other employee liabilities of every kind and nature, whether in connection with this Agreement or otherwise. ILC shall defend, indemnify and hold the City harmless against all tax and related liabilities arising out of ILC's status as an employer. ILC's obligation to defend and indemnify the City under this Section shall survive the expiration or termination of this Agreement by either party for any reason. NO AUTHORITY: Neither ILC nor any of its employees or agents shall have any authority, right, or power to obligate, bind or commit the City in any respect, directly or indirectly, to any commitment, Agreelricnt,11ab212ty or obligation, except as expressly approved IIi w~`Itillg by ati aut11or2zed representative of the City. SURVIVAL OF TERMS: The provisions of the Confidentiality/Ownership of Materials and Intellectual Property Right, Independent Contractor, and Indemnification sections and any other sections of this Agreement which are intended. to remain in effect after the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement and remain in full force and effect thereafter. NO ASSIGNMENT: This Agreement is personal to ILC. Neither this Agreement nor any of ILC's rights, obligations, or duties under this Agreement may be assigned or delegated to any other party without the prior written consent of an authorized representative of the City. AGREEMENT: When signed by both parties, this is the Agreement upon which both parties will abide and which ILC will deliver the agreed upon services. Agreement -Loss Control Services City of Columbia Heights Public Works Department December 2, 2009 Page 15 of I S ~~`~ Integrated Loss Control, Inc. (651)633-6525