Loading...
HomeMy WebLinkAbout2013 CON Gladwell Governmental Services - Citywide Retention Schedule ServicesCITY OF NATIONAL CITY SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND GLADWELL GOVERNMENTAL SERVICES, INC. THIS AGREEMENT is entered into this 'Y �`' day of Ju qt , 2013, by and between the CITY OF NATIONAL CITY,a municipal corporation (the "CITY"), and GLADWELL GOVERNMENTAL SERVICES, INC. (the "CONTRACTOR"). WHEREAS, the CITY desires to employ a CONTRACTOR to provide an update of the city-wide Records Retention Schedule. WHEREAS, the CITY has determined that the CONTRACTOR is a records management specialist, and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide services as outlined in attached proposal, Exhibit "A". 2. Length of Agreement. This Agreement will become effective on the date of execution. The update of the retention schedule shall be completed by June, 30, 2013. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed a one-time cost of $1,000. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 5. Termination. CITY may terminate this Agreement at any time by providing a five (5) day written notice to CONTRACTOR. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants or employees of CITY. 7. Insurance. CONTRACTOR shall obtain: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. Insurance certificates must specify certificate holder as: City of National City ATTN: Risk Management 1243 National City Blvd National City, CA 91950-4301 8. Hold Harmless. CONTRACTOR shall defend, indemnify and hold CITY, its Officers, employees and agents harmless from any liability for damage or claims of same, including but not limited to personal injury, property damage and death, which may arise from CONTRACTOR, or CONTRACTOR'S subcontractors, agents or employees' operations under this Agreement. CITY shall cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. City of National City and Gladwell Govenmental Services, Inc. 9. Acceptability of Work. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 10. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 11. Miscellaneous Provisions. A. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. B. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. C. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. D. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. E. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. F. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. G. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. H. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. --- Signature Page to Follow --- 3 CITY OF NATIONAL CITY Leslie Deese, City Manager CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4301 Phone: Fax: Contact: Title: Email: (619) 336-4228 (619) 336-4229 Mike Dalla City Clerk mdalla@nationalcityca.gov GLADWELL GOVERNMENTAL SERVICES, INC. By: GG !< e R. Gladwell President COMPANY: Complete Address: P.O. Box 62 Lake Arrowhead, CA 92352 Phone: (909) 337-3516 Fax: (903) 337-6430 Contact: Diane R. Gladwell Title: President Email: Gladwel14@aol.com Taxpayer I.D. No.: 33-0975874 4 Exhibit "A" SCOPE OF WORK LEGAL REVIEW AND UPDATE — RECORDS RETENTION SCHEDULES Gladwell Governmental Services, Inc. (GGS) will provide a legal review, analysis and update for the records retention schedules for the City of National City (last updated in 2008). The Scope of Work Includes: • Legal review of all changes from 2008 to date (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-mail and telephone assistance / Q&A throughout the year • On -site meetings with all departments Total Cost: $1,750 Proposal for National City / Records Retention Legal Review & Update Submitted by Gladwell Governmental Services, Inc. 909.337.3516 www.gladwellgov.org page 1 - - CALIFORNIA --° NATIONAL CITv 3J QOx Tnnn'reo City of National City (To be submitted only when there are no employees subject to Workers' Compensation) DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: 4.I u ((o ed{ I Iry i e-�s I i4 ( ompany Name) For the purpose of inducing the City of National City to go forward with any contracts awarded to sure( AiO k'oi rtit ( Wiize5g 1,i c- - %� / ,y (Company), I declare as follows: I f( j;CY'n g e., lQ'e'C � (name) , authorized to(erecute this document on behalf of (title), am mpany) with respect to compliance with the California Workers' Compensation and Labor laws. All work required will be performed personally and solely by volunteers of (company), who are independent contractors. If, however, el kVbI l 6/WVr/I 'u i7b.( ,5r.edite5a h� . (company) shall ever be required to hire employees or Subcontractors to perform this contract htL ,vIL( W el'6eYAt-'(company) shall obtain Workers' Compensation Insurance and/or provide proof of Workers' Compensation Insurance coverage to the City of National City. This document constitutes a declaration by 6 (ai i 4 ( 6ZA fire NNActzed Saeuttesi /t('- (company) against its financial interest, relative to any claims which may be asserted under the California Workers' Compensation and/or Labor laws against the City of National City relating to any bid or contract awarded 6s j��iplai e/1 IIf/n 11146141 ,/I"l 1O. (company). klet4Arta e 704014> hale/ ' v, J.i (company) will defend, indemnify, and hold harmless the City of National City, its officers and employees, from any and all claims and liability, including Workers' Compensation claims and liability that may be asserted or established by any party in the event it hires an employee in violation of this addendum or if a volunteer of the organization makes a claim against or alleges liability of the City of National City for Workers' Compensation, and it will further indemnify the City of National City, its officers and employees, for all damages the City thereby suffers. III agree that these declarations shall constitute an addendum to any bid or contract awarded to: fag60)-e , 6c v" clr'lrw5jviees Jam- (company). Dated: 201Z. (company) By: ature of Author iT d Representat e) i46ges, )roc i�lvw[ 1e 4311044,0 gkeStD�t Vt ( ame and Title)