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17-167 David Wellhouse & Associates for Preparation and Filing of Claims for State Mandated Cost ReimbursementCITY OF II CUPERTINO SERVICES AGREEMENT ($5,000 OR LESS) 1. Parties. This Agreement ("Agreement") is made and entered into as of January 22, 2018 ("Effective Date") by and between the City of Cupe1tino , a municipal corporation ("City") and David Wellhouse & Associates , Inc. ("Contractor"), a_C_o_r~o_o_ra_t_io_n _______ _ 2. Services . Contractor agrees to provide the programs, classes or activities ("Services") set fo1th in detail in the Scope of Services, attached and incorporated here as Exhibit A. 3. Time of Performance . This Agreement begins on the Effective Date and ends on June 30, 2018 . ("Contract Time"), unless te1minated earlier as provided herein . Contractor must deliver the Services in accordance with the Schedule of Perf01mance included or attached to Exhibit A. Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. Compensation. City will pay Contractor for satisfact01y perfo1mance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed$ 4 000 .00 ~--------- ("Contract Price"), based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Upon City approval of written invoices, Contractor will be paid as follows : (check on e; cross out others ): 0 A lump sum amount of$ 4 000.00 which shall not exceed the Contract Price. D At the rate of$ per hour for a total not to exceed the Contract Price . D Based on the payment schedule included or attached to Exhib it A which shall not exceed the Contract Price. 5. Independent Contractor . Contractor is an independent contractor and not an employee, pmtner, or joint venture of City. Contractor is solely responsible for the means and methods ofperf01ming the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, workers compensation or other benefits from the City. Contractor must have the skills and qualifications to perfo1m the Services in a competent and professional manner, and must be licensed , registered, and/or ce1tified and have a City Business License . Contractor will supply all tools, materials and equipment required to perfo1m the Services under this Agreement. 6. Assignment. This Agreement is not assignable . Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City . Only those persons whose names are included in Exhibit A may perfo1m the Serv ices . Proj ect Pre para ti o n a nd F ilin g of C la im s for State M a nd ate d Cost Re imburse me nt Services Agreement ($5,000)/Rev. Nov 3, 2017 Pa g e 1 of 6 7. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel , Contractor shall indemnify, defend , and hold haimless City, its City Council, boards and commissions , officers, officials, employees, agents , servants, volunteers and consultants ("Indemnitees "), through legal counsel acceptable to City, from and against any and all liability, damages , claims , actions , causes of action, demands, charges , losses , costs and expenses (including attorney fees , legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or wan-anties; (b) Negligent or willful acts or omissions committed during perf01mance of the Services; ( c) Personal injury, property damage, or economic loss resulting from the work or perfo1mance of Contractor or its subcontractors or sub-subcontractors ; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim aiising out ofthis Agreement. 8. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B, and must maintain the insurance for the duration of the Agreement, or longer as required by City . City will not execute the Agreement until City approves receipt of satisfactory ce11ificates of insurance and endorsements evidencing the type , amount, class of operations covered, and the effective and expiration dates of coverage . Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or te1minating the Agreement. 9. Compliance with Laws . Contractor shall comply with all laws and regul ations applicable to this Agreement, included without limitation the following laws: Labor Laws . Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works " component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. D Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement. Discrimination Laws. Contractor shall not disc1iminate on the basis of race , religious creed, color, ancestry, national origin, ethnicity, handicap , disability, ma1ital status , pregnancy, age , sex , gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-disc1imination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077 .5 . Consistent with City policy, Contractor understands that harassment and disc1imination directed toward a job applicant , an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated . Proj ec t Pre parati on and Filin g o f Claim s fo r State Mand ated Cos t Re imburse ment Services Agreement ($5,000)/Rev. Nov 3, 2017 Pag e 2 of 6 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain govennnental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations . Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 10 . Abandonment. City may abandon or postpone the Project at any time . Contractor will be compensated for satisfactory Services perfonned tlu·ough the date of abandonment. 11. Termination. City may tenninate this Agreement for cause or without cause at any time . City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor's cancellation of a Service (i .e ., program, class or activity) without giving advance notice or obtaining written approval from City. 12. Governing Law. This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbih·ator 'saward must be supported by law and substantial evidence and include detailed written findings of law and fact. 13. Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes an y other agreement or understanding, either oral or written, between the Parties . Any changes to this Agreement will be effective only i f in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 14. Services Coordinator. The Parties designate the following persons as Services Coordinators for this Agreement. Contractor's designation and any substitution are subject to City approv al. For Contractor: ::Booee w'ell boUJe.. For City: ~fllA,Y± ~res;der,+ Name clWk · C,~ Contact Contact Proj ect Pre pa ra tion and Filing of Claim s fo r Stat e Mand ate d Cost Rei m burs emen t Ser vice s Agreement ($5,000)/Rev. No v 3, 201 7 Page 3 of 6 15. Contract Interpretation . There are no intended third patty beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach.The headings in this Agreement are for convenience only. The Indemnification and Governing Law sections expressly survive this Agreement. 16. Severabilitv. If a te1m or provision of the Agreement or its application to a pmticular situation is found by the court to be void, inv alid , illegal or unenforceable , such te1m/ provision shall remain in effect to the extent allowed by such rnling . All other te1ms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 17. Notices. All notices, demands , requests and approvals must be sent to the persons below in w1iting , and will be considered effective on the date of personal delivery, upon confinnation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof in the United States Mail, postage prepaid, registered or ce1tified, or the next business day following electronic submission: To City of Cupertino: I 0300 To rre Ave ., Cupertino, CA 95014 Attention: Grace Schmidt, C ity C le rk Email: c itycl e rk@ cupe rtino .o rg To Contractor: David Wellho use 3609 Bradshaw Ro ad, Suite H-382 Sacrame nt o, CA 95827 Attention: Renee M. Wellhouse Pres id e nt Email : dwa-re nee@ surewest.net 18. Validity of Contract. This Agreement is valid and enforceable only if (a) it complies with the contract provisions of Cupe1tino Municipal Code Sections 3.22 and 3.23, (b) is signed by the City Manager or an autho1ized designee, and (c) is approved for fonn by the City Attorney 's Office. 19. Execution. Contractor's signatory wmnnts that he or she is autho1ized to execute the Agreement and to legally bind Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrnment. Proj ec t Pre parati o n a nd F ilin g of C la im s for State Ma nd ate d Cost Re imburse me nt Service s Agreement ($5,000)/Rev. Nov 3, 2017 Page 4 of 6 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the Effective Date written above. · CONTRACTOR CITY OF CUPERTINO o oration By:--1,4--~____..:;;e_"'--~ -~ ATTEST: Project Preparation and Filing of Claims for State Mnndnted Cost Reimbursement Services Agreement f,$5,000}/Rev. Nov 3, 2017 Page 5of 6 Contractor's Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of Tio.. V \ d lJel l house.. 4 ,dwoG<~ ~(!_ · I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers' compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino's contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers' Gompensation insurance. I declare under penalty of pe1jury under the laws of the State of California that the foregoing is true and con-ect. Executed on this :Jl';i.y o~ 2018, at ~-/v , California. Project Preparation and Filing of Claims for State Mandated Co st Reimburseme nt Services Agreement ($5,000)/Re,;. Nov 3, 2017 Page 6 of 6 S cope of Work Claims To Be Filed. CONSUL TANT shall prepare and file wi t h the Sta te Controller's Office on behalf of CITY , the following state mandated cost (SB 90) claims during 2016/2017 fiscal year. B. February 20 18 Annual Claims for fiscal yea r 2016 /2017 to be prepared and filed on or before February 15, 2018 as re quired by the Sta te Controller's Claiming I nstructions. CITY acknowledges that CONSUL TANT does not warrant that claims will be filed for all of the mandates listed in Scope of Work. CONSUL T A NT shall only prepare and file claims for those mandates listed in Scope of Work which the CITY has reimbursable costs. The claims and services described in this Section 1 shall hereinafte r be referred to as "PROJECT". CONSUL TANT hereby designates Renee Wellhouse to be sole con ta ct a nd agent in all consultations with CITY during the performance of se rvi ces as stated in PROJECT. Time For Performance CONSULT ANT shall file all claims in accordance with the State Controller's claim filing deadline conta ined in the appl icable State Controller Claiming Instructions . City Assistance CITY shall assign a staff coordinator to wo rk d irec t ly with CONSUL TANT in the performance of this agreement. CITY shall provide CONSUL TANT with requested information in a timely manner, pursuan t to PROJECT. CITY rep resents and warrants that all financial documents and other informat ion provided are accurate and correct. CONSUL TANT shall not be liab le for claims that are not filed or incorrectly filed due to inaccurate o r unt im e ly data . Disposition Of Documents CONSUL TANT shall furn ish to CI T Y copies of all claims filed with the State within 30 days after filing . CONSU L TANT shall, upon written request , make copies of work papers available to CI TY. CITY acknowledges that all such work papers are the property of CONSUL TAN T , and may not be disclosed to any third party, provided , however, that such wo rk pape rs may be disclosed to appropriate governmental authorit ies fo r au d it purposes . CONSU LTANT shall be entitled to retain copies of a ll d at a p repa red. -------· ------·---------------- ~ SNW I DAT E (M M/OD/Y YYY) ACC>RD® CERTIFICATE OF LIABILITY INSURANCE ~ R0 0 2 2/6 /2018 THI S CERTIFICATE IS ISS UED AS A MATIER OF INFORMATION ON LY AND CO NFERS NO RI GHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TH IS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTA TI VE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditio ns of the p o licy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsementls\. PRODUCER CONTACT NM1E : USAA INSURANCE AGENCY INC /PHS PH ONE IFAX (888 ) 4 43 -611 2 (AJC . No, Ext)· (888 ) 2 4 2 -1 43 0 {A/C, No}: 8 1 2 8 4 5 P: (888) 2 42-143 0 F: (888) 443-6112 E-MA IL ADDRESS: PO BOX 3 3 015 INSUR ER(SJ AFFO RDING COVERAGE NAIC# SAN ANTONIO TX 78265 INSURER A : Se nt i n e l In s Co LT D 11 00 0 INSURED INSURERS : INSURERC : DAVID WELLHOUSE & ASSOCIA TES IN SURERD : 36 0 9 BRADSHA W RD STE H382 INSURERE : SACRAMENTO CA 95827 INSUR ER F : COVERAGES CERTIFICATE NUMBER: RE V IS ION NUMBER: TH IS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELO W HAV E BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIC Y 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 HERE IN IS SUBJECT TO ALL THE TER MS.EXC LUSIONS AND CONDITIONS OF SUCH POLICIES . LI MITS SHOWN MAY HAV E BEE N REDUCED BY PAID CLAI MS. INSR Tl'PE OF INSURANCE A.VVL SUBR POl/CJ' N UMBER POLICYEFF POUCl'EXP LIMITS TD l llf l'D wvn (MMIDD/1'1'1'1? /,\f,\lll)ll/1'1'1'10 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s2 , 0 0 0 , 000 I CLAIMS-MADE ~OCCUR DAMAGE TO RENTED .1 , 00 0 , 0 0 0 PRE MIS ES (Ea occu rr ance ) A X Gene r a l L i ab X 6 5 SBA NH 5072 08/3 1/20 17 08/31/2018 MED EXP (A ny one person) ,10 ,0 00 -PE RSONAL & ADV INJU RY s2 , 00 0 , 0 0 0 - GEN'L AGGREGATE LIMIT A PPLIES PER: GENERAL AGGREGATE s4 , 000 , 00 0 Fl POLI CY o PRO-0 LOG PR ODUCTS -COM P/OP AGG s4 , 000 , 000 JECT OT HER: ~ AUTOMOBILE LIABILITY COMB INE D SI NG LE LI MIT s2 , 000 , 00 0 (Ea accident ) ,-- AN Y AUTO BODILY INJURY (Per person) $ ,-- OW NED -SCHEDUL ED A AUTOS ON LY AUT OS X 65 SBA NH5072 08/3 1/2 0 17 08/31/2018 BODILY IN JURY (Per accident) s --X H IRED X NON-OWNED PROPERTY DAMAG E AUTOS ONLY AUT OS ONLY (Per accident ) s ~ - $ UMBRELLA LIAS H OCCUR EACH OCCURRENCE $ - EXCESS LIAS CLAIMS-MADE AGGREG ATE ~ oeol (RETE NTION $ IS WORKERS (V.IIPENS.ATION I PER I IOTH- A.ND EJ/PfOYEJlS' LIAB/Lln' STATUTE ER AN Y PROPRIETOR/PARTNER/EXECUTIVE YIN E.l. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? D NI A I-- (Mandato,y in NH) E.L. DISEASE-EA EMPLOYEE $ ~ If yes. de scribe under E.l. DISEASE -POLICY LI MI T s D ESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERA T/ONS I LOCATIONS I VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space Is requi red) Th ose u sual to the Insured's Operatio ns . Pl e a se s ee Ad diti on a l Remarks S c hedul e Acord Fo rm 101 attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIV ERED IN ACCORDANCE W ITH THE POLICY PRO VI SIONS . Ci t y of Cup e r tin o AUTHORIZED REPRESENTATIVE 10 3 0 0 TO RRE AV E a~£c~~ C U PERT INO , CA 9 5 0 1 4 © 1988-2015 ACORD CORPORATION. All nghts reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID : ------------------- LO C #: -------- ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED USAA I NSURANCE AGENCY INC/PHS POLIC Y NUMBER DAVI D WE LLHOUSE & ASSOC I ATES SEE ACORD 25 3609 BRADSHAW RD S TE H382 CARRIER I NAICCODE SACRAMENTO CA 95827 SE E ACORD 25 EF FECTIVE DATE : SEE ACORD 2 5 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER: ACORD 2 5 FORM TITLE: CERTIFICATE OF L I ABI L I TY INSURANCE City o f Cupert i no , its City council, boards and comm issions , officers , agents , emp loye rs , servants and vo lunteers are an additional i n sure d per Add iti onal Ins u red: Owner s , Lessees , o r Contractors ; Sch edu led Person or Organization Form SS4170 a nd Additional Insured : Ow ners , Lessees or Co n tract ors ; Compl eted Operations form SS4171 , attached t o this policy . ACORD 101 (2014/0 1) © 2014 ACORD CORPORATION. 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