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HomeMy WebLinkAboutAgr 2005-12-15 (Gladwell Governmental Services) AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered this 15th day of September, 2005, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and Gladwell Governmental Services, Inc., hereinafter referred to as "Consultant," RECIT ALS A. The Town wishes to update and develop a comprehensive records retention program; B. The Consultant is an expert in California municipal government records retention. C. The parties wish to contract for the Consultant to provide the services described in Exhibit A ("Services"), which is attached hereto and incorporated herein by reference. AGREEMENT 1. Scope of Consultant Services. Consultant shall perform those Services described in Exhibit A. Consultant may subcontract out certain of the Services to other Consultants only as may be approved in advance in writing by Town. In the event of such subcontracting, Consultant shall remain responsible for the full performance of such services. 2. Compensation. Consultant's fee for the Services shall be as set forth in Exhibit A, which shall be payment in full for all Services. Consultant's total compensation for the Services shall not exceed $5,900, without prior Town approval of an amendment to this agreement. Payments shall be due thirty days after submission of an itemized invoice showing work actually completed in a manner acceptable to the Town and time and materials actually expended. 3. Standard of Work: Indemnitv. Consultant shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Consultant's profession. Consultant shall indemnify, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by a negligent or willful act or omission of Consultant's in the performance Qfthe Services pursuant to this Agreement. 4. Consultant as Independent Contractor. Consultant (including its agents and employees) is not an agent or employee of the Town but is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Consultant shall maintain complete control of its operations and personnel and shall be solely liable and responsible to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. 5. Attendance at Hearings. If requested by the Town Manager, Consultant shall appear at litigation and/or administrative hearings that pertain to the Project. Town shall reimburse Records Retention-revARD9-1 5-05. FINAL. doc 1 Consultant for such appearance(s) at the hourly rate specified in Exhibit A and standard travel expense reimbursement (travel expenses not to exceed $500 without prior Town approval).. 6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent audit and/or evaluation of the Consultant's records and accounts of expenditures and program activities at its own expense. Consultant shall furnish all items necessary in the Town's discretion to complete said audit and/or evaluation subject to restrictions on confidentiality limited to expenditure or receipt of program funds, and program quality. 7. Insurance. Consultant shall maintain insurance as set forth below. Town shall be added as an additional insured to all required insurance policies: A. Comprehensive General Liability: Combined single limit of $1,000,000 for each single occurrence and $2,000,000 annual aggregate. B. Comprehensive Automobile Liability: Combined single limit of $1,000,000 for each single occurrence. 8. Ownership of Documents: Re-Use: Indemnitv. All documents, including the Records Retention Schedules prepared by Consultant pursuant to this Agreement ("Records Retention Schedules") shall be the property of Town. Town acknowledges that said documents are prepared for use only in connection with the Project described in the Exhibit A. The Town recognizes that Consultant uses pre-existing intellectual property to develop the Town's Records Retention Schedules, and that Consultant has made significant investments in developing such pre-existing intellectual property ("Consultant's Intellectual Property"), holds registered copyrights, and considers its Consultant's Intellectual Property to be one of Consultant's assets and competitive advantages. Therefore: A Nothing in this Agreement shall prevent the Town from complying with the Public Records Act. Consultant acknowledges that the Records Retention Schedules will be public documents subject to disclosure under the Public Records Act. However, in the event that Town receives a request to disclose Consultant's Intellectual Property pursuant to the Public Records Act, Town shall advise Contractor promptly of such request and shall obtain Contractor's written authorization prior to disclosing any Consultant's Intellectual Property. B. Town shall use the Town shall use the Consultant's Intellectual Property and the Records Retention Schedules for its "Internal Purposes" only. "Internal Purposes" shall exclude any and all commercial applications or uses without Contractor's express, prior written consent. In no event shall the Town disclose, make available to, or use for the benefit of any third party; sell, assign lease or otherwise dispose of; or commercially exploit or market in any way, the Consultant's Intellectual Property, except as may be required by the California Public Records Act. Records Retention-revARD9-15-05.FINAL.doc 2 C. Town shall not remove or modify any proprietary markings, copying restrictions, or legends placed upon or contained within the Consultant's Intellectual Property or the Records Retention Schedules. D. Internet. Without Contractor's express, prior written consent, Town shall not post or transmit the Consultant's Intellectual Property or the Records Retention Schedules on or through any publicly accessible internet, listserv, website, or similar medium. In the event that said information is posted or published in violation of this section, Consultant shall request Town to de-post or de-publish said information and Town will promptly comply with said request. 9. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work Order"), require Consultant to stop or suspend performance of the Services, in whole. or in part, for a period of up to ninety days after such notice is delivered to Consultant. Upon receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all reasonable steps to minimize the incurrence of costs allocable to the Services covered by the Stop Work Order during the period of work stoppage. Within ninety days of the delivery of the Stop Work Order, or such later time as may be agreed to by the parties, Town shall either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 13. Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent that the Stop Work Order results in a documentable increase in the cost of performing the Services or the time required for such performance, Consultant shall receive an equitable adjustment in compensation or an extension of time for performance, as appropriate. 10. Delinquency. In the event that a proper invoice remains unpaid for more than 45 days after submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser of 1.5% per month or the maximum rate allowed under applicable usury laws. In addition, Consultant may suspend the performance of the Services after giving Town 10 days notice of its intent to do so. In the event of such suspension, the Base Fee shall be increased to include Consultant's reasonable costs of suspending and restarting the Services. 11. Termination of Contract. It is expressly understood that either party shall have the right to terminate this agreement within five (5) days written notice to the other party. In such event, Consultant shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the contract, and Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed as determined by the Town. 12. Discrimination. In the performance of the terms of this Agreement, Consultant shall not engage in nor permit others he may employ to engage in discrimination in the employment of such persons based on race, color, religion, sex, sexual preference, age, or handicapped conditions. Records Retention-revARD9-1 5-05. FINAL. doc 3 13. Miscellaneous. A. Other Contract Provisions. Other contract provisions are set forth in Exhibit A. To the extent that there are any inconsistencies with such Exhibit and the other portions of this Agreement, the latter shall prevail. B. Governing Law. The laws of the State of California shall govern this Agreement. C. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on either party. D. Successors in Interest: Assignment. This Agreement shall be binding on the assigns and successors in interest to both parties. Neither party may assign their obligations under this Agreement without the written consent of the other party. E. Entire Agreement: Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT Gladwell Governmental Services, Inc. TOWN OF TIBURON Ale APPROVED AS TO FORM: ~~/tf- Ann R. Danforth, Town Attorney Records Retention-revARD9-15-05.FINAL.doc 4 Exhibit A Scope of Services Update Records Retention Schedules This is a highly interactive, educational approach to records retention and document imaging, and will result in a very accurate retention schedule, a better understanding, and "ownership" of the retention schedules and document imaging throughout the Town. Based upon the Towns existing schedule and GGS's expertise with other California local governments, GGS will develop the first drafts of the revised records retention schedules for each department, then discuss these drafts with each department, including information regarding "best practices" of other cities and towns and how they handle like records, and how document imaging may affect their choices. This ensures Town employees understand the retention schedules thoroughly, and provides them with additional choices so they are making well-informed decisions. Deliverables: . Proj ect Schedule for meetings . Town-wide kick-off meeting . Meetings with each department . Two days 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: Estimated Travel Expenses: Total Cost $5,240 $6601 $5,900 Hourly rate, if Town would like attendance at a City Council meeting (which is not typically required): $120.00, plus travel expense reimbursement not to exceed $500. 1 Includes 2 days, using SouthWest Airlines airfare and economy rental car. GGS will comply with all Town travel policies. Records Retention-revARD9-1 5-05. FINAL. doc 5 ACORD", CERTIFICATE OF LIABILITY INSURANCE OP 10 CI DATE (MM/DDIYYYY) GLADW-1 09/12/05 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Sawyer, Cook & Company HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 550 F.:. Hospitality Lane, #100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Bernardino CA 92408 Phone: 909-379-6700 Fax:909-379-6900 INSURERS AFFORDING COVERAGE NAIC# 1--- --- INSURED INSURER A: Hartford Insurance Company 22357 INSURER B: Markel Insurance Company Gladwell Governmental Services INSURER C: Ir1 Ii rN f? n nn i- Diane Gladwell P.O. Box 62 INSURER D: II t~ WI !.G !1 W Lake Arrowhead CA 92352 INSURER E: COVERAGES L [ S I- P T 5 7nnr:; 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 rOVVN CU::I"<K MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TOWN OF TIBUROt IN~K ~~~~ POLICY NUMBER PD~';!~1J~rJ~~E Pgk~Cl(~*ltb~J!gN LIMITS LTR TYPE OF INSURANCE GENERAL LIABILITY EACH OCCURRENCE $ 1000000 - UAMAljt: I U Kt:N I t:u X COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurence) $ 300000 I CLAIMS MADE D OCCUR MED EXP (Anyone person) $ 10000 A X Business Owners 72SBAFT4487 10/31/04 10/31/05 PERSONAL & ADV INJURY $1000000 '----- GENERAL AGGREGATE $2000000 f--- GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS. COMP/OP AGG $2000000 II n PRO- nLOC POLICY JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT c-- $1000000 A ANY AUTO 72UECUM8398 09/14/05 09/14/06 (Ea accident) I----- -- ALL OWNED AUTOS BODILY INJURY f---- $ X SCHEDULED AUTOS (Per person) I----- X HIRED AUTOS BODILY INJURY I-- $ X NON-OWNED AUTOS (Per accident) f--- I ------ f--- PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ~ ANY AUTO OTHER THAN EA ACe $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ ~ OCCUR D CLAIMS MADE AGGREGATE $ $ ~ DEDUCTIBLE $ RETENTION $ $ I WORKERS COMPENSATION AND I wr.; ~ f A l~__ I IOfH- TORY LIMITS ER I EMPLOYERS' LIABILITY -- ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT [$ OFFICE'R/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER A Professional Liab MG821345 10/31/04 10/31/05 Aggregate 1000000 Deducible 2500 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Town of Tiburon is named as additional insured as their interest may appear per attached form SS04490593 * 10 days notice of cancellation for non payment of premium. ~ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL * 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOS~ OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR RE ESENtATIVES. AUTHO P SEN ~TIVE ''\ ' f\ . .~\~ l.Lt()..J/tL,'''{'1l C @ ACORD CORPORATION 1988 TIBURON Town Of Tiburon Diane Crane Iacopi 1505 Tiburon Blvd Tiburon CA 94920 ACORD 25 (2001/08) x THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZA TION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM C. Who is an insured in the BUSINESS LIABILITY COVERAGE FORM is amended to include as an insured the person or organization shown in the Declarations but only with respect to liability arising out of the operations of the named insured. For losses covered under the BUSINESS LIABILITY COVERAGE of this policy this insurance is primary to other valid and collectible insurance which is available to the person or organization shown in the Declarations as an Additional Insured. Form SS 0449 05 93 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1993