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HomeMy WebLinkAboutGladwell Governmental Services, Inc. (4) AGREEMENT Me t4er I( THIS AGREEMENT is made and entered into on t r, 2014 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- Option 1. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated October 9, 2014 3. TERMS. The services and/or materials furnished under this Agreement shall commence January 26, 2015 and shall be completed by January 27, 2015, unless terminated pursuant to Section 5(0. 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Three Thousand One Hundred Twenty dollars and no cents ($3,120.00) 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 2 of 4 Short form Updated 4/23/10 �lr J 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 3 of 4 short form Updated 4/2110 V 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 4 of 4 Short form Updated 4nY10 400 rl 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 Okla MOO fithiltat t City Clerk Town of Los Altos Hills By: X11 , 114 26379 Fremont Road "nature Date Los Altos Hills, CA 94022 east artja_4_1116,2400- Print name, Title TOWN OF LOS ALTOS HILLS: By: (1.n JI /2-in-2.0/9 Carl Cahil , City Manager Date Town of Los Altos Hills Page 5 of 4 short form Updated 4123/10 V J PROPOSAL FOR LOS ALTOS HILLS, CALIFORNIA RECORDS RETENTION IMPLEMENTATION / FREE THE FILES DAYS GGS will provide on site services to prepare records for destruction in accordance with the Town's records retention policies, including destruction policies and procedures, and develop all forms, logistics. Option 1 -Two On Site Days Deliverables: • Records Destruction Policies, Procedures and Forms • Planning and Logistics • Two days on site Cost: $1,920 Travel Reimbursement Estimate: $1,200 Total: $3,120 Option 2-Three On Site Days Deliverables: • Records Destruction Policies, Procedures and Forms • Planning and Logistics • Three days on site Cost: $2,880 Travel Reimbursement Estimate: $1,800 Total: $4,680 Proposal for Los Altos Hills Submitted by Glaowell Governmental Services, Inc.909.337.3516 www.gladwellgov.org page 1 GLADGOV-01 SGONZALEZ AC R DATE OMTYI 4------ CER OF LIABILITY INSURACE 10/11/2016 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(sy �� I��D PRODUCER License#0757776 News:CONTACT Jordan Bartleson HUB International Insurance Services Inc. PHONEFAX 3390 University Ave.,Ste 300 Al_( ,NnEMJ_(877)825-2681 , (AS,No): (951)231-2572 E-MNL Riverside,CA 92501 ADDRESS:cal.cpu@hubinternational.com MCI 14 2016 INSURER(S)AFFORDING COVERAGE NAM II INSURER A:Sentinel Insurance Company, Ltd. 11000 INSURED TOWN OF LOS AIDS-A'aRERS:Hartford Insurance Group 914 Gladwell Governmental Services INSURER C:United States Liability Insurance 25895 P.O.Box 62 INSURER D: Lake Arrowhead,CA 92352 INSURER E: INSURER F: I 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. EXP NSR TYPE OF INSURANCE IINSD WVD POLICY NUMBER (MMIDDYNYYY) (MIDDEFFYIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE XI OCCUR X 72SBAIB5623 10131/2016 10/31/2017 EMISES(EpAMA6ETO RENTE PRMISE$(Ea ooccurrence) $ _. 1.000,000 MEDa one person)O — _ 'IS 10,000 PERSONAL 8ADV INJURY I$ 1,000,000_ I— GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGO $ 2,000,000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea arLYINJURY B OD X ANY AUTO 72UECPT0490 10/31/2016 10/31/2017 BILY INJURY(Per person) $ ALL OWNEDID SCHEDULED BODILY INJURY(Pei accident) $ AUTOS I . AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS JAUTOS /(Per&cide„U $ UMBRELLA UAB I OCCUR EACH OCCURRENCE $ EXCESS UAB '. CLAIMS-MADE AGGREGATE $ I DED RETENTION 5 S WORKERS COMPENSATION I PER 0TH. AND EMPLOYERS'LABILITY YIX STATUTE ER 'ANY PROPRIETORNARTNERIEXECUTIVE /NIA EL EACH ACCIDENT $ 'OFFICERMEMBER EXCLUDED? (Mandatory in NH) . E L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION Or OPERATIONS below I E.L.DISEASE.POLICY LIMIT $ C Professional Liab I SP1020955F 10/31/2016 10/31/2017 Per Claim 1,000,000 • C PROF LIAR DED:$2500 'ISP1020955F 10/31/2016 10/31/2017 Aggregate 2,000,000 DESCRIPTION OF OPERALONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more apace s required) Certificate Holder Is Additional Insured by contract in regards to General Liability per attached endorsement foml IH12001185T. 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. Attu:Deborah Padovan,City Clerk 26379 Fremont Road Los Altos Hills,CA 94022 AUTHORIZED REPRESENTATNE karliaVe-fae.-__ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD i- 141 i. is 0GLADW-1 OP ID: AD ACORO' CERTI ATE OF LIABILITY INSURANCE D 9/10IDDNm) �-� snonola 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 ` NAME: Robbin McGinnis Sawyer Cook Insurance ap, 1 PHONE FAX 1200 California St.,Ste 260 RECE141L� EMAIL Ean:909d35A230 (Aly No):909-708-7971 Redlands,CA 82774 ADDRESS:rmcginnis@sawyercook.com Robbin Mc Ginnis 2014 [1 SEP 1 J -_ _ INSURERn AFFORDING COVERAGE NAICII INSURER A:HaNford Insurance Company 22357 INSURED Gladwell Governmental Services INSURER a:United States Liability Ins 25895 Diane Gladwell P.O. BOX 62 TOWN OF LOS ALTOS HILI SURERC: Lake Arrowhead,CA 92352 INSURER D: 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER IMM/DDMIYYI IMMIDDNYYY) LIMITS • A X j COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 TO RENTED T CLAIMS-MADE X OCCUR X 725BAFT4487 10/31/2014 10/31/2015 PREMISES(Ea aamrencel $ 1,000,000 MED EXP(Pry one l»rsdn) $ 10,000 PERSONAL a ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER I GENERAL AGGREGATE 3 2,000,000 1POLICY PRO- 1ECT LOC PRODUCTS.COMP/OP AGO $ 2,000,000 OTHER I s AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT $ _.. (Ea aultlent) __ _ A X ANY AUTO 72UECJR6553 10/31/2014 10/31/20151 BODILY INJURY Per person) $ 1,000,000 ALL OWNED SCHEDULED 1 BODILY INJURY(Par accident) $ AUTOS AUTOS HIRED AUTOS AUTOS ED (Per PROPERTY $ $ UMBRELLA LIAB — OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE' AGGREGATE $ DED RETENTION $ WORKERS COMPENSATION ! PER 0TH- AND EMPLOYERS'LIABILITY Y I N 1 I STATUTE ER ANY PROPRIETORPARTNER/EXECUTIVEE.L EACH ACCIDENT $ OFFICERRAEMBER EXCLUDED? nIN/A (Mandatory In NH) E.L.DISEASE•EA EMPLOYEE $ If describe under DESCRIPTION OF OPERATIONS below I E.L DISEASE•POLICY LIMIT $ B Errors&Omissions I 5P1020955D 10/31/2014 10/31/2015!EA CLAIM 1,000,000 (ANN AGG 2,000,000 DESCRIPTOR OF OPERATIONS/LOCATORS/VEHICLES IACORD 101,Additional Remarks Schedule,may be attached U more space Is required) *Except 10 day notice of non payment of premium. Certificate holder is named as additional insured by contract SS00080405 (pg 17-20)attached to policy. 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 REPRESENTATIVE 26979 Fremont Road RpgyiR Mc��_G77µ{{��Lnis - - Los Altos Hills,CA 94022 t- -y[//� �.ftYljJ �C ',//` © 988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD