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HomeMy WebLinkAboutGladwell Governmental Services, Inc. (5) AGREEMENT THIS AGREEMENT is made and entered into on the 2111I-day of August, 2015 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 May 3, 2015 3. TERMS. The services and/or materials furnished under this Agreement shall commence August 26, 2015 and shall be completed by August 27, 2015, 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 two thousand one hundred forty dollars and no cents ($2,140.00) 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/services in a manner consistent with professional/industry standards for the area in 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 Short form Updated 4/23/10 Cr ri 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. Hi. 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 Shan tom Updated 4/23/10 41. 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 without 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 documents 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 4123/10 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: 1 Deborah Padovan C�latiVat E7OVCY nevacfai sMees,JNC . City Clerky' Town of Los Altos Hills By: L49LL( 4ett/A'te-g- r qdDIS 26379 Fremont Road ignature 0C Date Los Altos Hills, CA 94022 --:? ofnaTito( � ��� .1' �1el TOWN /O7F LOS ALTOS/1HILLS: / By: 1iOz ,ti V/29/Z015 Carl Cahill, City Manager ate Town of Los Altos Hills Page 4 of 4 Short m,m Updated 4123/10 (AO Vtl`b�+ Pt- Deborah Deborah Padovan From: Gladwell4@aol.com Sent: Sunday, May 03, 2015 6:17 PM To: jeannefire@cruzers.net Cc: Deborah Padovan Subject: Re: Proposal Attachments: PR3B96-1.PDF Hi, I've attached one proposal that both of you can use ... see what you think. I have the dates reserved for you. Thanks! Diane R. Gladwell, MMC President, Gladwell Governmental Services, Inc. office 909.337.3516 cell 951.288.7360 httpl/www.gladwellgov.orq This message contains information which may be confidential and privileged.Unless you are the addressee(or authorized to receive for the addressee),you may not use,copy or disclose to anyone the message or any information contained in the message.If you have received the message in error,please advise us by reply e-mail(infoealadwelloay.orq),and delete the message.Thank you very much. In a message dated 5/312015 3:41:45 P.M.Pacific Daylight Time,jeannefire/Ocruzers.net writes: Hi Diane, Hope you are doing well! I talked to my Board about retaining your services in July. I want to bring it to them formally at our May 19 meeting. As we had mentioned before, Deborah(City Clerk, Los Altos Hills)and I would like to share you over the three days July 13, 14 and 15. Do those days still work for you? Deborah may need your services for one full day or one full and one-half day. I would like to have you for one day and the remaining half day or two full days, which ever works out. Do you mind preparing a proposal for each scenario-1 V2 day or two days for the Los Altos Hills County Fire District? 1 4 Thank you for your assistance, Diane. Look forward to seeing you. Jeanne Evilsizer District Clerk Los Altos Hills County Fire District 2 ko PROPOSAL FOR LOS ALTOS HILLS and LOS ALTOS HILLS COUNTY FIRE DISTRICT (Shared Travel Expenses) RECORDS RETENTION IMPLEMENTATION / FREE THE FILES DAYS GGS will provide on-site services to prepare records for destruction in accordance with records retention destruction, including all forms, logistics and employee training. 1 Y On-Site Days, Travel Expenses Shared Deliverables: • Records Destruction, Procedures and Forms • Planning and Logistics • One and a half days on site Cost: $1,440 Travel Reimbursement Estimate: $700 (each') Total: $2,140 *Sharing travel expenses and scheduling consecutive days saves each agency approximately $300 Proposal for Los Altos Hills 8 Los Altos Hills County Fire District Submitted by Gladwell Governmental Services,Inc.909.3373516 www.gladwellgov.org page 1 G 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); and 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, municipal 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.909.337.3516 www.gladwellgov.org page 2 fr+ 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 items 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) President's 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 Clerics: 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 8 Los Altos Hills County Fire District Submitted by Gladwell Governmental Services,Inc.909.337.3518 www.gladwellgov.org page 3 Ih/ 3LADGOV-01 SGON7AJF7 AC RO o CERTIFICATE OF LIABILITY INSURANCE OA10/23/2017 ' �-� 10/23/2017 THIS CERTIFICATE IS ISSUED AS A MATTER 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(es)must have ADDITIONAL INSURED provisions or 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 Ileu of such endorsement(s). PRODUCER License 110757776 22 ACr Jordan Bartleson HUB International Insurance Services Inc. PHONE Ax 3190 University Ave.,Ste 300 _WC.No.EM):(951)779-8575 (AK,No):(951)231-2572 Riverside,CA 92501 ADDRFESS:cal.cpu@hubinternationaLcom INSURER(S)AFFORDING COVERAGE NAIC% INSURER A:Sentinel Insurance Company, Ltd. 11000 INSURED INSURER B:Hartford Accident and Indemnity Company 22357 Gladwell Governmental Services INSURER C:United States Liability Insurance__ 25895 P.O.Box 62 INSURER O: Lake Arrowhead,CA 92352 - " -- INSURERE:_... 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. NOTWTHSTANDING 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 HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INBD I MD IMMND/YYYYI IMMNWYYI'YI A X I COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1.000.000 ,_ CLAIMSMmE %, OCCUR X 72SBAIB5623 10/31/2017 10/31/2018 pREM[ETO aENTED S 1,000,000 ._ ➢aidIH1YB1. MED EXP(Any one person) $ 10,000 HPERSONAL a ADV INJURY $ 1,000,000 GEM AGGREGATE LIMIT APPLIES PER'. GENERAL AGGREGATE s 2,000,000 X POLICY IJECT LOC PRODUCTS_COMWOP AGG $ 2,000,000 ' OTHER. S B AUTOMOBILE LIABILITY Ea BIINE D15INGLE LIMIT $ 1,000,000 X ANY AUTO I]2UECPT0490 10/31/2017 10/31/2018 BODILY INJURY(Per Person) S OWNED f .- SCHEDULED AUTOS�� ONLY AUTOSQ 'NEf BODILY INJURY(Per accident) $ Zags ONLY roam? ( TY DAMAGE Per amdeen) $ S UMBRELLA LAB I I OCCUR EACH OCCURRENCE S• EXCESS LIAR CLAIMS-MADE AGGREGATE S DED RETENTIONS $ I WORKERS COMPENSATION I PERTUTE I ER AND EMPLOYERS'LIABILITY Y,/N IMP ROP IMTORIPARTNEROiECUTIVE I. 1 NIA E L.EACH ACCIDENT $ (Mandl"I rill) E.L.DISEASE-EA EMPLOYEE $ IIfyes.desu late wider DESCRIPTION OF OPERATIONS below E L.DISEASE-POLICY LIMIT $ C Professional Liab SP 1020955G 10/31/2017 10/31/2018 Per Claim 1,000000 C PROF LIAB DED:52500 SP 1020955G 10/31/2017 10/31/2018 Aggregate 2,000,000 I DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,A4dW0aa1 Remarks Schedule,may be attached II more space Is requIred) Town of Los Altos Hills is Additional Insured with regard to the General Liability policy when required by written contract per the attached endorsement IH12001185T. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Los Altos Hills THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Deborah Padovan,City Clerk 28379 Fremont Road Los Altos Hills,CA 94022 AUTHORIZE�DDRREEPP�RRES)EENTTAATIIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 SBA IB5623 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION CITY OF SAN MARCOS AND ITS ELECTED AND APPOINTED BOARDS, OFFICERS, AGENTS AND EMPLOYEES PRIMARY NON-CONTRIBUTORY BASIS CITY CLERK DEPARTMENT 1 CIVIC CENTER DRIVE SAN MARCUS, CA 92069-2918 RE: LOC 001 BLDG 001. CITY OF SANTA ROSA ATTENTION: CITY CLERK 100 SANTA ROSA AVE, ROOM 10 SANTA ROSA, CA 95404 CITY OF SAN GABRIEL 425 SOUTH MISSION DR. SAN GABRIEL, CA 91778 LOC 001 BLDG 001 CITY OF MERCED ATTENTION: INFORMATION TECHNOLOGY 678 18TH ST. MERCED, CA 95340 LOC 001 BLDG 001 CITY OF BEVERLY HILLS 455 N. REDFORD DR. BEVERLY HILLS, CA 92352-0062 TOWN OF LOS ALTOS HILLS 26379 FREMONT ROAD LOS ALTOS HILLS, CA 94022 CITY OF EL CAJON ATTN: KATHIE RUTLEDGE, CITY CL 200 CIVIC CENTER WAY EL CAJON, CA 92020-3916 Form IH 1200 11 85 T SEO.NO. 005 Printed in U.S.A. Page 001 (CONTINUED ON NEXT PAGE) Process Date: 08/17/17 Expiration Date: 10/31/18