HomeMy WebLinkAboutGladwell Governmental Services, Inc. (2) v ri
AGREEMENT
THIS AGREEMENT is made and entered into on the S day of September, 2012 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.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made
a part of this Agreement:
Proposal from CONTRACTOR dated August 8, 2012
3. TERMS. The services and/or materials furnished under this Agreement shall
commence September 17, 2012 and shall be completed by October 3, 2012, unless
terminated pursuant to Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR an amount not to exceed nine hundred and fifty
dollars and no cents ($950.00) 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/sl'rvices
in a manner consistent with professional/industry standards for the area it 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 1 of 4
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updeied 4/23/10
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 2 of 4
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Updated 423/10
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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 with.,ut 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 documen/s 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 3 of 4
Short form
updated 4¢3/10
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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:nR
Deborah Padovan niktih€i r C��WOmt�ro+al SCV4065,lAt•
City Clerk D
Town of Los Altos Hills By: ow I'. epouArizt Scutt_
26379 Fremont Road srrature Date
Los Altos Hills, CA 94022
Print name, Title
TOWN OF LOS ALTOS HILLS:
By: t anQ,� JL . 9I5j2PIL
Carl Cahill, City Manager date
Town of Los Altos Hills Page 4 of 4
short form
updated 4/23/10
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PROPOSAL FOR LOS ALTOS HILLS, CALIFORNIA
PARLIAMENTARY PROCEDURE AND BROWN ACT TRAINING
(Meeting Efficiency)
Diane R. Gladwell, MMC, will provide training on parliamentary procedure, the Brown Act, and
the how to conduct efficient meetings for employees, board members, or commission members
at the direction of the City.
Deliverables:
• Development of Course Syllabus and all Course Materials (handouts, "cheat
sheets," PowerPoint presentations, etc.)
o Parliamentary Procedure
o Brown Act
o Meeting Agenda and Minutes(style and approval process)
o Conducting Efficient Public Meetings
• One 90 minute class (on site)
Cost: $450
Travel Reimbursement Estimate: $500
Total: $950
Proposal for Los Altos Hills—Parliamentary Procedure and Brown Act(Meeting Efficiency)
Submitted by Gladwell Governmental Services,Inc.909.337.3516 www.gladwellgov.org page 1
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RESUME
SUMMARY
Diane R. Gladwell is a Master Municipal Clerk with over twenty years experience managing in public and
private sectors. Recipient of multiple awards recognizing excellence in municipal clerk administration.
Facilitator, author and instructor for document imaging, best practices and reengineering in over 100
organizations, including AIIM,ARMA and COMDEX.
PROFESSIONAL BACKGROUND
Gladwell Governmental Services, Inc. 1989 to present
President
Clients have included over 100 California Cities and Counties; VISA Corporation; City and County of
Kansas City, Kansas; Saint Paul, Minnesota; the International Institute of Municipal Clerks (IIMC); an the
City Clerks Association of California (CCAC). Projects have included:
1. Organization-wide and Department-level Records Management Programs:
Retention Schedules, Procedures, Manuals and Training
2. EDMS/Document Imaging/Optical Disk System Acquisition or Remediation
3. Educational Programs and Publications in Technology, Business Process Reengineering,
Best Practices, Records Management and other subjects.
4. Facilitation of Business Process Reengineering.
5. Elections Management.
City of San Luis Obispo 1992 to 1995
City Clerk
As a member of the management team, responsible for records management, election administration,
municipal code maintenance, FPPC disclosures, special event permits, City Council support, and
coordination of over 20 boards and commissions for the City of San Luis Obispo. Administration of the
agenda process and all public notification and advertisement.
Received the Presidents Award of Distinction for Excellence in Organization and Administration from the
California Clerks Association (1994). Reduced expenses by 22% while increasing services to the public;
developed "InfoSLO" computerized information kiosk, electronic advertising and electronic agendas;
reengineered all programs and processes in the Division.
City of Glendale 1989 to 1992
Assistant City Clerk
As a member of management, responsible for records management, election administration, mu.lcipal
code maintenance, FPPC disclosures, business licensing, film permits and special events for Glendale
(population 187,000). Supervised Council and Redevelopment Agency agendas, packets and minutes
preparation as required; administrated publication and mailing of legal notices, bids, and process claims
for the City. Develop, presented and administrated City Clerk annual budget of$800,000. Acted as Public
Information Officer for the City during emergencies (Glendale fire, storm damage). Supervised a staff of
nine who serve a culturally diverse community.
Developed, implemented, and administrated a Citywide records management program based on optical
disk technology which has received international, national and state awards for exceptional records
management programs.
Proposal for Los Altos Hills
Submitted by Gladwell Governmental Services,Inc.909.331.3516 www.gladwellgov.org page 2
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Food 4 Less/Market Basket/Viva!Boys Markets 1980-1989
Credit Management Services Supervisor
Administered payment systems and collections for a chain of 50 grocery stores (over five million
transactions annually.) Records management for payment transactions, criminal and civil incidents for
chain. A key member of the management team that developed and implemented computerized Electronic
Funds Transfer for checks and credit cards as well as several custom applications to track returned hams
and issue check cashing cards. Budget development and administration for four Divisions representing
expenditures of over$8,000,000.
EDUCATION
Pacific Southern University, Los Angeles: Bachelor of Science, Business Administration
California Polytechnic University, Pomona: Business administration courses
Citrus College,Azusa: Associate of Science, Business Administration
UCLA: Business management courses
Institution de Technologico,Yucatan, Mexico: Attended institute as a foreign exchange student
ESRI Geographic Information Systems(GIS)training
HONORS
Olsten Award for Excellence in Records Management Programs;
Association of Records Management Administrators (ARMA)
Presidents Award of Distinction for Excellence in Organization and Administration;
City Clerks Association of California(CCAC)
Records Management Award for Exceptional Municipal Programs Utilizing Alternative Technologies;
International Institute of Municipal Clerks(IIMC)
President's Award for Excellence in Public Presentations and Published Articles;
City Clerks Association of California(CCAC);
Rotary, International, Lake Arrowhead Chapter: (2)Special Service Awards for Projects which raised
over$40,000 for fire victims.
(3) Honorary Service Awards(California PTA,for outstanding service to youth and community)
Life Member: Delta Mu Delta,Alpha Gama Sigma and California Scholarship Federation
Listed in Who's Who of Executives and Professionals
PRESENTATIONS AND PUBLICATIONS
University of Riverside, Extension/Technical Track for Clerks: Records Management, Elections
AIIM (Association for Information and Image Management)
ARMA(Association of Records Mangers and Administrators)
IIMC (International Institute of Municipal Clerks)
CCAC(City Clerks Association of California)
Government Technology Conference
Co-Author: Ballot Counting Procedures and Guidelines(various voting systems)
Author: Document Imaging
Efficient Filing
Funding Records Management Projects
Elections Management and Performance Measurement
Various articles published by ARMA, ICMA, IIMC and NAGARA
PROFESSIONAL MEMBERSHIPS
AIIM Professional Level Member
Association of Records Managers and Administrators
California Association of Clerks and Elections Officials
City Clerks Association of California (Past First Vice President, Past Second Vice President)
Continuing Education for Public Officials: Member, Executive Board of Directors
International Institute of Municipal Clerks (Past Chair, Resource Committee, Membership Task Force,
Vice Chair, Records Management Committee)
National Association of Government Archives and Records Administrators (NAGARA)
Proposal for Los Altos Hills—Parliamentary Procedure and Brown Act(Meeting Efficiency)
Submitted by Gladwell Governmental Services,Inc.909 337.3516 www.gladwellgov.org page 3