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HomeMy WebLinkAboutGladwell Governmental Services, Inc. AGREEMENT THIS AGREEMENT is made and entered into on the 1st day of July, 2012 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Gladwell Governmental Services, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: See Exhibit A. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated February 20, 2012 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 9, 2012 and shall be completed by September, 30, 2012, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed six thousand seven hundred dollars and no cents ($6,700.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Short form Updated 423110 V 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 shoe form Updated 4/23110 hi+ tl/ c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer- employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Short form UpOaled 4/33/10 V V h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Deborah Padovan Th(n ut�� EiOUii olrw � ,XYvtes, City Clerk bite. Town of Los Altos Hills BY: w ��/u w Kw 26379 Fremont Road � aature Date Los Altos Hills, CA 94022 cou P a lailtar a P name, Title TOWN OF LOS ALTOS HILLS: By: CD J Q 6Iz5)Z0IZ Carl Cahill, City Manager Date • Town of Los Altos Hills Page 4 of 4 Short KIM Updated 4/23/10 V EXHIBIT A: SCOPE OF WORK RECORDS RETENTION SCHEDULES Option 1: City-wide Records Retention Schedules / On-Site "Best Practices" Meetings GGS (Gladwell Governmental Services, Inc.) will create a new, customized records retention schedule for all departments in the City, including utilities and airport, utilizing GGS's pre- existing (copyright-protected) format. GGS will then meet individually with each department / function (with the records schedules already prepared) to provide an interactive, educational approach: Employees will be trained, have a high level of ownership, and will be making well- informed decisions based upon the best practices of other cities. GGS provides detailed citations and rational, identifies vital records, and provides recommendations on what records series should be imaged, and which records may have the paper version destroyed after imaging and quality checking. GGS provides training and education relating to various laws and standards interactively during the meetings, as well as informing each department about standard business practices in like departments throughout the State. This enables each department to make well-informed decisions relating to their records retention policy, providing a high level of ownership and buy-in for the program. Deliverables: • Meetings with each Department/ Function to review and/or update their Records Retention Schedules, including various other information (vital records, what to image, etc.) • One day of on-site meetings • Records Retention Schedules for each department • One retention schedule for records common to all departments • Index to retention schedules • Draft resolution of adoption • Draft staff report Cost: $4,500 Travel Reimbursement Estimate: $500 Total: $5,000 Option 2: Destruction Procedures, Training and Assistance (on-site) GGS will review, update, develop and/or provide destruction policies and procedures, and develop all forms, logistics (equipment / scheduling) and training schedule / agenda for the "Free the Files" or destruction day. Ms. Gladwell will be on site for one full day to train employees, then assist employees in implementation of the records retention schedules, and preparation of records for destruction in compliance with various laws, policies and procedures. Exhibit A: Records Retention Agreement Submitted by Gladwell Governmental Services,Inc.909.337 3516 www.gladwellgov.org page 1 ir+ METHODOLOGY All work is performed by the President of Gladwell Governmental Services, Inc. Assignments are not delegated to less skilled personnel or subcontractors, assuring the project is well- coordinated without communication problems or scheduling conflicts among various consultants and their other projects. In addition, this also assures the highest quality work. The consultant proposes to build on the progress already made in the organization and the pre- existing intellectual property of GGS, ensuring consistency and high levels of quality for the project. The City has full internal use of the deliverables, however, the City is not purchasing the underlying pre-existing copyrights. The project will be structured to increase participation, expedite results, minimize costs and ensure the successful implementation of an excellent program by temporarily employing the skills and knowledge of the contractor as needed. This approach is customized for Los Altos Hills to ensure the program: • Provides a "one-time fix"; • Is interactive, producing a high level of participation and ownership; • Matches the organization's values and structure; • Provides appropriate solutions; • Can be implemented quickly; • Will achieve long-term viability; and • Has the highest cost/benefit ratio and return on investment. Drafts of all work will be released to Los Altos Hills during the course of the project. Los Altos Hills will have an opportunity to edit and comment on these drafts, assuring that (1) the City will maintain control of the project, and (2) the current work of the organization supports the final program. In addition, on-site visits, e-mail, and telephone communications will keep Los Altos Hills apprised of the work progress. The consultant will provide the computer facilities, forms and equipment necessary to complete the work in this proposal. A resident workspace will be necessary when the consultant is on- site with access to computer systems, a photocopier, and Los Altos Hills staff for information. "...a records management program is actually a money saver-a protection against ineffective operations. It is even more significant as a safeguard against disaster and lawsuits" -ICMA (International City/County Management Association) Exhibit A: Records Retention Agreement Submitted by Gladwell Governmental Services, Inc.909.337.3516 www.gladwellgov.org page 3 Trif 1110 GLADW-1 OP ID:AC ACIGIOE IMM/DD/YYTY) CERTIFICATE 10131/12 ATE OF LIABILITY INSURANCE RA'10/31/ 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 909-435-0230 xAME: Sawyer Cook Insurance re�RLL,,�e� FAA 1200 California St,Ste 260 IMT'We WC NO Redlands,CA 92374 A • Eric Sammons NOVINSURER(S)AFFORDING COVERAGE RAC _ 2 -JNMtaER A:Hartford Insurance Company 22357 INSURED Gladwell Governmental Services INSURER B:United States Liability Ins 25895 Diane ll P.O.Boxox 62 52 TOWN OF LOS MILS Lake Arrowhead,CA 92352 NSURER INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOLISUBR POLICY EFF POLICY EXP LIMITS LTRIXSa1?ND POLICY NUMBER IMMIDOIYYYYI IMMIDD lYYI GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY 72SBAFT4487 10/31/12 10/31/13 DAMMGETORENTED 1,000,000 DAMAGE TORENTmnrel $ CLAIMS.MADE X OCCUR MED EXP(My one person) $ 10,000 PERSONAL B ADV INJURY $ 1,000,000 • GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGC $ 2,000,000 ^ 7 POLICY U 9 LOC $ AUTOMOBILE BIIRY )FOM BHEDSINGLE LIMIT E A X ANY AUTO 72UECJR6553 10/31/12 10/31/13 BOCILY INJURY Ter person) $ 1,000,000 ALL OWNED SCHEDULED BODILY INJURY(Per ersidem) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per eaiden0 •• E UMBRELLA WB _ OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ OED RETENTIONS E WORKERS COMPENSATOR WC STATU- 0TH. AND EMPLOYERS'WMLITY VIM TORY I IMITS FR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E L DISEASE-EA EMPLOYEE S NY Uesaile under OEBCRIPTION OF OPERATIONS below . E.L DISEASE-POLICY LIMIT $ B Errors II!missions SP1020955B 10/31/12 10/31/13 EA CLAIM 1,000,000 ANN AGG 2,000,000 DESCRIPTOR OF OPERATIONS/LOCATORS/VEHICLES (Attach ACORD 101,AddMtond Reineae Schedule,If Mare space Is required) *Except 10 day notice of non payment of premium. Certificate holder is named as additional insured as their interest may appear. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Hills THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Deborah Padovan, City Clerk AUTHORIZED REPRFSENTAINE 26979Fremont Road An , Los Altos Hills,CA 94022 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 16110 OP ID:AC acoRL CERTIFICATE OF LIABILITY INSURANCE DATE06/20/12 06/20H 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(Ies)must be endorsed. N SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCERCONTACT 909435-0230 NAME. Sawyer Cook Insurance 909-798-7971 (PHONE APC. R1200edlands, nds,C California St.,Ste 260 (Aro.Ns.EMI: FAX Nol: Redlands,CA 92374 EMAa Eric Sammons PRODUCE: CUSTOMER GLADW-1 CUSTOMER IO/: __- INSURERIS)AFFORDING COVERAGE NAIC INSURED Gladwell Governmental Services INSURER A:Hartford Insurance Company 22357 Diane Gladwell INSURER B:United States Liability Ins -25895 P.O.Box 62 Lake Arrowhead,CA 92352 INSURER C: I INSURER O: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INV% TYPE OF INSURANCE �oO LBUBR POLICY EFF POLICY DIP LIMITS �"`^ WVO POLICY NUMBER JMMNDLYYYYI IMM/DONYYYI GENERAL LABILITY EACH OCCURRENCE 1,000,000 DAMAGLTOHEN ILD A X COMMERCIAL GENERAL LIABILITY 725BAFT4487 10/31/11 10/31/12 pgrMls3s(E.nmmrm) 1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one penin) 10,000 PERSONAL E.ADV INJURY 1,000,000 GENERAL AGGREGATE 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: I PRODUCTS-COMP/OP AGO 2,000,000 7 POLICY PFO LOC • AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 A X ANY AUTO 72UECJR6553 10/31/11 10/31/12 (Ea accident) BODILY INJURY/Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident/ $ SCHEDULED AUTOS ,PROPERTY DAMAGE HIRED AUTOS (Per ecaLp) NON-OWNED AUTOS S __ UMBRELLA LIAB OCCUR EACH OCCURRENCE E _ EXCESS LIAB CLAIMS-MADE AGGREGATE E - _ DEDUCTIBLE RETENTION $ WORKERS COMPENSATION WC STATU. pTH- IANDEMPLOYERS'UAT. BILITY /N TORY LIMITS ER ._.- ANY PROPRIETORPAATNER/EXECUTIVE^ N/A EL EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? EL.DISEASE-EA EMPLOYEE E (Mandatory in NH) Il yn desaiLe under DESCRIPTION OF OPERATIONS below E DISEASE•POLICY LIMIT S B Prof.Liability 5P1020955A • 10/31/11 10/31/12 Per Clain 1,000,000 Aggregate 2,000,000 DESCRIPTOR OF OPERAPONS I LOCATIONS/VEHIC S(Minh ACORD 101 AM Mont Remarks schedule,11 more space is pu°M) Except 10 day notice of non payment of premium.Certificate holder is named as additional Insured as Their interest may appear. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town Of Las Altos Hills THE EXPIRATION DATE THEREOF, NOTICE WILL BE DEUVERED IN Attn:Deborah Patlovan, ACCORDANCE WITH THE POLICY PROVISIONS. City Clerk 26979 Fremont Road AUTHORIZED REPRESENTATIVE Los Altos Hills,CA 94022 SS 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009109) The ACORD name and logo are registered marks of ACORD V 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 72 SBA FT4487 SC Named Insured and Mailing Address; GLADWELL GOVERNMENTAL SERVICES PO BOX 62 LAKE ARROWHEAD CA 92352 Policy Change Effective Date: 06/20/12 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 015 Agent Name: SAWYER COOK INSURANCE AGENCY Code: 180719 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - PERSON-ORGANIZATION PRO RATA FACTOR: 0.364 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 1211 O4 05 T Page 001 Process Date: 06/22/12 Policy Effective Date: lo/31/11 Policy Expiration Date: 10/31/12 POLICYNUMBER: 72 SBA FT4487 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION CITY OF SAN MARCOS AND ITS ELECTED AND APPOINTED BOARDS, OFFICERS, AGENTS AND EMPLOYEES PRIMARY NON-CONTRIBUTORY BASIS CITY CLERK DEPARTMENT 1 CIVIC CENTER DRIVE SAN MARCOS, CA 92069-2918 RE: LOC 001 BLDG 001. CITY OF SAN GABRIEL 425 SOUTH MISSION DR. SAN GABRIEL, CA 91778 LOC 001 BLDG 001 CITY OF MERCED ATTENTION: INFORMATION TECHNOLOGY 678 18TH ST. MERCED, CA 95340 LOC 001 BLDG 001 CITY OF BEVERLY HILLS 455 N. REDFORD DR. BEVERLY HILLS, CA 92352-0062 TOWN OF LOS ALTOS HILLS 26379 FREMONT ROAD LOS ALTOS HILLS, CA 94022 Form IH 1200 11 85 T SEO. NO. 005 Printed in U.S.A. Page 001 Process Date: 06/22/12 Expiration Date: 10/31/12