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17-069 Diane R. Gladwell, Annual Maintenance of the Records Retention Schedule for the City of CupertinoCITY OF m CUPERTINO AGREEMENT C ITY OF CUPERTINO I 0300 Torre A venue Cupertino , CA95014 408-777-3200 NO . N I A This Agreement, made and entered into this 19th day of April , 2017, (the "Effective Date") is by and between the City ofCupe1tino (hereinafter "City") and Diane R. Gladwell. MMC President of Gladwell Governmental Services. Inc .. PO Box 62, I 028 Tirol Lane, Lake Arrowhead, CA 92352-0062; (909) 337-3516: g ladwe ll 4 @ ao l.co m (hereinafter "Contractor"), in consideration of their mutual covenants, the parties agree as fol lows : A. SCOPE OF SERVICES. Contractor shall provide or furnish the following specified services and /or materials : Annua l maintenance of the Records Retention Schedule fo r the City of C upertino, utilizing Gladwell Governmental Services. Inc. pre-existing copyrighted format. Services are further described in Exhibit "A". B. TERM. The serv ic es and /or materials furnished under this Agreement shall commence on Apri l 19 , 2017 a nd shall be ongoing a nnu a ll y each fiscal year until cance ll ed by the City. C. COMPENSATION. For the full performance of this Agreement, CITY sha ll pay Contractor a total amount not to exceed $750 dollars ($750.00) for the past three fiscal years including FY 2017-18 and then $250 dollars ($250 .00) annuall y each fiscal year thereafter. D. EXHIBITS. The following attached exhibits hereby are made part of this Agreement: X Exhibit "A"-Consultant services to be performed D Exhibit "B "-Acknowledgement of Mandated Reporting Requirements, Receipt of Training, and Receipt of Penal Code Statutes Exhibits "B " and "C " are for anyone working with minors D Exhibit "C "-City of Cupertino, Consu ltant Declaration GENERAL TERMS AND CONDITIONS I. Hold Harmless. Contractor shall , to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, with respect to all services performed in connection with the Agreement, indemnify, defend , and hold harmless the City and its officers, officials , agents , employees and volunteers from and against any and a ll liability, claims, actions, causes of action or demands whatsoever against any of them , including any injury to or death of any person or damage to property or other liability of any nature, whether physical , emotional, consequential or otherwise, arising out, pertaining to , or related to the performance of this Agreement by Contractor or Contractor's emp loyees, officers , offic ials , agents or independent contractors . Such costs and expenses shall include reasonable attorneys ' fees of counsel of City 's choice, expert fees and all other costs and fees of litigation . The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Contract. 2. Subcontracti ng. Contractor has been retained due to their unique skills and Contractor may not substitute an o ther, assign or tran sfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, on ly those people whose names are li sted on this Agreement shall be used in the performance of this Agreement. 3. Ass ignment. Contractor may not assign, transfer, or subcontract this Agreement or any portions thereof, without prior written consent of City . 4. Insurance. Contractor shall maintain the following in surance coverage, with the City as an additional named insured , and provide a Certificate of Insurance and Additional Insured Endorsement consistent with the following requirements: (a)Workers' Compensation: Statutory coverage as required by the State of California . (b)Liability: Commercia l general liability coverage, inc lud ing sexual abuse and molestation coverage, in the following minimum limits: Bodily Injury : Property Damage: $500,000each occurrence; $1 ,000 ,000aggregate -all other $100,000 each occurrence; $250,000 aggregate If submitted, combined s in g le limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (c)Automotive : Comprehensive automotive liability coverage in the following minimum limits : Bodily Injury: $500,000 each occurrence Property Damage : $100,000 each occurrence or Combined Single Limit: $500 ,000 each occurrence 5. Subrogation Waiver. Contractor agrees that in the even t of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability in s urance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and a utomotive liability insurance to either Contractor or C ity with respect to the services of Contractor herein , a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. 6. Termination of Agreement . In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required hereund e r, Contractor s ha ll be deemed in default in the performance of this Agreement. If Contractor fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Co ntractor written notice thereof, which s hall be effective immediately. The C ity Manager shall also have the option , at its sole discretion and without cause, of terminatin g this Agreement by giving seven (7) calendar days' prior written notice to Contractor as provided herein. Upon receipt of any notice of termination , Contractor s hall immediately discontinue performance. 7. Non-Discrimination. Co ntractor shall not discriminate against a job applicant, employee, City employee, or a citizen on the basis of race, color, national origin , ancestry , religion , gender, sexual orientation or other protected class of such person. 8. Interest of Contractor . It is understood and agreed that this Agreement is not a contract of employment and , at all times , Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind th e C it y to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financi a l interest under this Agreement is an officer or employee of City. C it y s hall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless , City may , at any time, observe the ma nner in which such services are bein g performed by the contractor. Co ntractor shall comply with all applicable Federal , State, and local laws and ordinances including, but not limited to , unemployment insurance benefits , FICA laws, and the City business license ordinance. 9. Permits and Licenses. Contractor, at his/her own expense, shall obtain and maintain during the term of this Agreement, all appropriate permits , licenses , and certificates including but not limited to a C ity business license, that may be required in connection with the performance of services under this Agreement. IO. Reports and Records. Each and every report, draft, work product, map , record and other document, hereinafter collectively referred to as "Report", reproduced , prepared or caused to be prepared by Contractor pursuant to or in connection with thi s Agreement, shall be the exclusive property of City. Contractor shall not copyright any Report required by this Agreement a nd shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Contractor may retain a copy of any report furnished to the City pursuant to this Agreement. Co ntractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other s uch information required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles a nd shall be clearly identified a nd readil y accessible. Contractor s hall provide free access to such books and records to the representatives of City or its designees at al I proper times, and gives City the ri g ht to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work , data , documents , proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Contractor receives final payment from City for all services required under this agreement. 11. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: Grace Schmidt, City Clerk In witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: ~ltt~n ~o~v~r ~k,e~ (Yit, By:~g~ Title: ,?~ fpte,,tr' APPROVALS DEPARTMENT HEAD EXPENDITURE DISTRIBUTION DATE ACCOUNT NUMBER I 00-13-130-700-702 AMOUNT $750.00 EXHIBIT A CONSULT ANT SERVICES TO BE PERFORMED ANNUAL SUBSCRIPTION -RECORDS RETENTION SCHEDULE MAINTENANCE The subscription includes: • Legal review of all changes for the year (presented in "Track Change" format ,) • Additional changes requested by your employees, • Approval forms and assistance , • Re-writing of the index to your schedules to reflect the changes made, • Unlimited e-mai l and telephone assistance / Q&A throughout the year. Ongoing $250 a y ear (July I -June 30); Subscription continue s until cancelled by the City. The last update to the Records Retention Schedules was in November, 20 I 3 (FY 2013-14) The "catch up " for three fiscal years is $750 total which includes FY 2017-18 , then $250 a year after that (July I -June 30). GLADGOV-01 SGONZALEZ ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) "'-...----10/11/2016 THIS CERTIFICATE IS ISSUED AS A MATIER 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 License# 0757776 ~~~?cT Jordan Bartleson HUB International Insurance Services Inc. r.t8NJo Extl: (877) 825-2681 / r..o~. Nol : (951) 231-2572 3390 University Ave., Ste 300 ~t1l~~ss , cal.cpu@hubinternational.com Riverside, CA 92501 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Company, Ltd. 11000 INSURED INSURER B : 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: 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 MA Y 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 .. " POLICY EFF POLIC Y EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM /DD IYYYY) (MM /DD IYYYY ) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -~ CLA IMS -M ADE 0 OCCUR Uf\Mf\'.>C: \~"C:"IC:U X 72SBAIB5623 10/31/2016 10/31/2017 PREMISES Ea oc currence } $ 1,000,000 - MEO EXP (An y one pers on) $ 10,000 >-- PE RS ONA L & ADV IN JURY $ 1,000 ,000 >-- GEN'L AGGREGATE LIMIT APPLIE S PER : GENERAL AGGREGATE $ 2,000,000 ~ D PRO-D LOC PRODUC TS -COMP/OP AGG $ 2,000 ,000 POLICY JECT OTHER : $ AUTOMOBILE LIABILITY COMB IN ED SINGLE LIMIT $ 1,000,000 /Ea accidentl B x ANY AUTO 72UECPT0490 10/31/2016 10/31/2017 BODIL Y INJURY (Per pe rson) $ -ALLOWNEO -SCHEDULE D AUTO S AUTOS BOOIL Y INJUR Y (Per acci den t) $ --NON-OWNED PROPERTY DAM AGE HIRED AUTOS AUTOS /Per acc ide ntl $ -- $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ >--EXCESS LIAB CLAIMS -MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER YIN ANY PROPRIETOR/PARTNER/E XECUTIVE D NIA E.L. EACH ACC IDENT $ OFFICE R/MEMBER EXC LUDED ? (Mandatory In NH) E.L. DI SEASE -EA EMP LOYEE $ If yes , de scribe under DESCRIPTION OF OPERATIONS be low E.L. DISEASE -POLI CY LIMIT I $ C Professional Liab SP1020955F 10/31/2016 10/31/2017 Per Claim 1,000,000 C PROF LIAS OED: $2500 SP1020955F 10/31/2016 10/31/2017 Aggregate 2 ,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VE HICLES (ACORD 10 1, Additiona l Remarks Schedu le, ma y be attached if more space is requi red) RE : For Loe 001 Bldg 001 . The City of Cupertino, its City Council , boards and commissions, officers, employees and volunteers are Additional Insured by contract in regards to General Liability per attached endorsement form IH12001185T. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cuperti no THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Public Works Department 10300 Torre Ave . Cupertino, CA 95014 AU TH OR IZED REPRESENTATIVE W~aL_ I © 1988-2014 ACORD CORPORATION. All right s reserved. ACORD 25 (2014/01) The ACORD name and logo are r egistered marks of ACORD