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13-019 Diane R. Gladwell, MMC, President of Gladwell Government Services, Inc. for customized records retention scheduleNovember 26, 2013 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE= • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 771 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cupertiiio.org Diane R. Gladwell Gladwell Governmental Services P.O. Box 62 Lake Arrowhead, CA 92352 -0062 Re: Second Amendment to Agreement with the City of Cupertino Enclosed for your signature are two (2) original copies of the second amendment to your agreement for consultation services with the City of Cupertino. Please sign both originals, retain one for your record, and return the other to our office at your earliest convenience. If you have any questions or need additional information, please contact our office at (408) 777 -3223. Sincerely, Dorothy Ste fott Senior Office Assistant Enclosure SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND GLADWELL GOVERNMENTAL SERVICES FOR RECORDS RETENTION SCHEDULE DEVELOPMENT This Second Amendment to the Agreement between the City of Cupertino ( "City "), a California municipal corporation, and Diane R. Gladwell, MMC, President of Gladwell Governmental Services, Inc., for reference dated March 11, 2013, is made with reference to the following: RECITALS: _.A. On March 11, 2013,. an agreement was entered into by and between City and Consultant (hereinafter "Agreement ") requiring consultant to create Tan !updated records retention schedule for all City departments. B. On September 12, 2013, a first amendment was entered into modifying the Agreement on the terms and conditions set forth herein and on Exhibit "A," - Scope. C. City and Consultant desire to modify the Agreement further on the terms and conditions set forth herein and on Exhibit "A," - Scope. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: L. The deliverables portion on Exhibit A to the Agreement is amended to read as follows: Deliverables: • Meetings with each department /function to review and /or updated their Records Retention Schedules, including various other information (vital records, what to image, etc.) • One day of on -site meetings • Records Retention Schedules for each department to include additional column noting comparison with City's current retention schedule • One retention schedule for records cornmon to all departments to include . additional column, noting comparison with City's current retention schedule • Index to retention schedules • 'Draft "resolution of adoption • Draft Staff report 2. The Scope is amended to include the following language: "Contractor agrees that the City may reuse the form used in the Retention Schedules for its own purposes at any time without permission from Contractor" 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT Date d/ CITY OF CUPERTINO A Municipal Corporation By Title RECOMMENDED FOR APPROVAL: By Tit APP ED AS TO FORM: By City Attorney ATTEST: City Clerk Total Amount $4,500 Additional Amendment Amount $450 P.O. No. 00057976 EXHIBIT A Scope of? Work Records Retention Schedules GGS (Gladwell Governmental Services, Inc.) will create a new, customized records retention schedule for all departments in the City, utilizing GGS' pre- existing copyrighted format. GGS will then meet individually with each department /function (with the records schedules already prepared) to provide -an interactive, educational approach: Employees will be trained, have a high level of ownership, and will be making well- informed decisions based on the best practices of other cities. GGS provides detailed citations and rationale, identifies vital records, and provides recommendations on what records series should be imaged, and which records may have the paper version destroyed after imaging and quality checking. GGS provides _training_and_education relating- to various laws and standards interactively during the meetings, as well as informing each department about standard business practices in like departments throughout the state. This enables each department to make well informed decision relating to their records retention policy, providing a high level of ownership and buy -in for the program. Deliverables: • Meetings with each department / function to review and /or updated their Records Retention Schedules, including; various other information (vital records, what to image, etc) • One day of on -site meetings • Records Retention Schedules for each. department • One retention schedule for records common to all departments • Index to retention schedules • Draft resolution of adoption • Draft Staff report Total (includes all travel expenses) $4,500.00 Copyright Markings on Records Retention Schedule: Contractor and City agree and acknowledge that Contractor has a pre- existing copyright format for the form used in the Retention Schedules, that City is a public entity subject to the requirements of the California Public Records Act (CPRA), and that the Records Retention Schedule will be a public document that the City will be required to disclose in response to any CPRA or other valid and legal request. Contractor agrees that the City may provide a copy of the Retention Schedule in hard or electronic format in response to such requests without notice to-Contractor, and that the Retention Schedule shall include the following footnote: "This material is protected by copyright held by Gladwell Governmental Services, Inc., (909) 337 -3516, but is also a public record, which the City may duplicate and distribute upon a valid request for public records pursuant to state law." Contractor agrees to defend and hold harmless the City and all of its officers, employees, officials, agents and volunteers from any and all liability, claims, actions, causes of action or demands whatsoever stemming from or related in any way to City's duplication or disclosure of the Records Retention Schedules in response to a public records request. OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) '777 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cup(�rtino.org CUPERTINO September 16, 2013 Diane R. Gladwell P.O. Box 62 1028 Tirol Lane Lake Arrowhead, CA 92352 -0062 Enclosed for your records is a fully executed original copy of the first amendment to your agreement with the City of Cupertino. If you have any questions, please contact the City Clerk's Office at (408) 777 -3223. Sincerely, 0"- -'� Dorothy Ste fott Senior Office Assistant Enclosure FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND GLADWELL GOVERNMENTAL SERVICES, INC. FOR RECORDS RETENTION ;SCHEDULE DEVELOPMENT This First Amendment to the Agreement between the City of Cupertino ( "City "), a California municipal corporation, and Diane R. Gladwell, MMC, President of Gladwell Governmental Services, Inc., for reference dated March 11, 2013, is made with reference to the following: RECITALS: A. On March 11, 2013, an agreement was entered into by and 'between City and Consultant (hereinafter "Agreement ") requiring consultant to create an updated records retention schedule for all City departments. B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. The paragraph of the Agreement: entitled "TERM" is modified to read as follows: TERM: The services and /or materials furnished by this Agreement shall commence on March 11, 2013 and shall be completed no later than December 31, 2013. 2. The following Exhibits to the Agreement are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A, "- Scope 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT TitleCl i Date ' r CITY OF CUPERTINO A Muni c' 1 Corporation B Y �� Title RECOMMENDED FOR APPROVAL: By Title APPROVED AS TO FORM: By (,TrCity Attorney ATTEST: City Clerk EXHIBIT A Scope of Work Records Retention Schedules GGS (Gladwell Governmental Services, Inc.) will create a new, customized records retention schedule for all departments in the City, utilizing GGS' pre- existing copyrighted format. GGS will then meet individually with each department /function (with the records schedules already prepared) to provide an interactive, educational approach: Employees will be trained, have a high level of ownership, and will be making well- informed decisions based on the best practices of other cities. GGS provides detailed citations and rationale, identifies vital records, and provides recommendations on what records series should be imaged, and which records may have the paper version destroyed after imaging and quality checking. GGS provides training and education relating to various laves and standards interactively during the meetings, as well as informing each department about standard business practices in like departments throughout the state. This enables each department to make well informed decision relating to their records retention policy, providing a high level of ownership and buy -in for the program. Deliverables: • Meetings with each department /function to review and /or updated their Records Retention Schedules, including various other information (vital records, what to image, etc) • One day of on -site meetings • Records Retention Schedules for each department • One retention schedule for records common to all departments • Index to retention schedules • Draft resolution of adoption • Draft Staff report Total (includes all travel expenses) $4,500.00 Copyright Markings on Records Retention Schedule: Contractor and City agree and acknowledge that Contractor has a pre- existing copyright format for the form used in the Retention Schedules, that City is a public entity subject to the requirements of the California Public Records Act (CPRA), and that the Records Retention Schedule will be a public document that the City will be required to disclose in response to any CPRA or other valid and legal request. Contractor agrees that the City may provide a copy of the Retention Schedule in hard or electronic format in response to such requests without notice to Contractor, and that the Retention Schedule shall include the following footnote: "The material is protected by copyright held by Gladwell Governmental Services, Inc., but is also a public record, which the City may duplicate and distribute upon a valid request for public records pursuant to state law." Contractor agrees to defend and hold harmless the City and all of its officers, employees, officials, agents and volunteers from any and all liability, claims, actions, causes of action or demands whatsoever stemming from or related in any way to City's duplication or disclosure of the Records Retention Schedules in response to a public records request. Gova PNtoEf4T"Of ,L SEiZV ICE. . INC. Records Management;Cmputer T� ehnotogies. EleCtiohs & Oatmgfnearing Excellence For Your Programs'" September 4, 2013 Grace Schmidt City Clerk, Cupertino 10300 Torre Ave Cupertino, CA 95014 -3255 Dear Grace: I have enclosed the amendment to the agreement, as requested. Thank you for your time and effort to ensure everyone has a clear, mutual understanding of managing copyright - protected records in a public agency. Sincerely, ,p4w_ Diane R. Gladwell, MMC President Enc.: Agreement (two copies) P.O. Box 62, 1028 Tirol Lane, Lake Arrowhead, CA 92352 -0062 Voice: (909) 337 -3516 • Fax: (909) 3:37 -3526 a E -mail: aladwell4a-aol.com www.gladvvellgov.org OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cupertino.org CUPERTINO March 4, 2013 Diane R. Gladwell 1028 Tirol Lane Lake Arrowhead, CA 92352 -0062 Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact the City Clerk's Office at (408) 777- 3223. Sincerely, Brittany Carey Senior Office Assistant City Clerk's Office Enclosure cc: City Clerk's Office CITY OF AGREEMENT CITY OF CUPERTINO 10300 Torre Avenue n/ Cupertino, CA 95014 q / CUPERTINO( Q `f 408 -777 -3200 NO. Oy-,� 2 THIS AGREEMENT, made and entered into this 21st day of February, 2013 is by and between the CITY OF CUPERTINO (Hereinafter "CITY ") and Diane R. Gladwell, MMC, President of Gladwell Governmental Services, Inc., PO Box 62, 1028 Tirol Lane, Lake Arrowhead, CA 92352 -0062; (909) 337 -3516; gladwe114(&- aol.com Hereinafter "CONTRACTOR "), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and /or materials: Create a new, customized records retention schedule for all departments in the City, utilizing Gladwell Governmental Services, Inc. pre-existing copyrighted format. Check box if services are further described in an Exhibit. Fx EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A. TERM: The services and /or materials furnished under this Agreement shall commence on March 11, 2013 and shall be completed no later than June 30, 2013. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $4,500.00. California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, stop notices, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of, pertaining to, or related to the performance of this Agreement by Contractor or Contractor's employees, officers, officials, agents or independent contractors. Contractor shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. 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. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Page 1 of 3 Short Form Agreement Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) 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 (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City 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. Termination of Agreement. The City reserves the right to terminate this Agreement with or without cause with a seven (7) -day notice. The Contractor may terminate this Agreement with or without cause with a seven (7) -day written notice. Non - Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations 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 City. City shall have no right of control as to the manner Page 2 of 3 Short Form Agreement Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. The Contractor shall comply with all applicable F=ederal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. 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: NAME: Grace Schmidt DEPARTMENT: City Clerk This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: CAM WI!I� 4jjqd6v1vK"W 5(4i► t; 6' IVIc CITY OF CUPERTINO: (' h By By. p ) c VIA, Soc. Sec. # or Tax I.D 7J�✓ J v &175 2134 APPROVALS Title: EXPENDITURE DISTRIBUTION D7A7ENT HEAD DATE ACCOUNT NUMBER AMOUNT 110 -4300 -7014 $4,500 MTV ATT NEY PR '� ED AS O FORM DATE �_la,I 13 13 CITY CLERK: ATTE WSJ 1C DATE Page 3 of 3 Short Form Agreement EXHIBIT A SCOPE OF WORK RECORDS RETE14TION SCHEDULES GGS (Gladwell Governmental Services, Inc.) will create a new, customized records retention schedule for all departments in the City, including utilities and airport, utilizing GGS's pre- existing copyrighted format. GGS will then meet individually with each department / function (with the records schedules already prepared) to provide an interactive, educational approach: Employees will be trained, have a high level of ownership, and will be making well- informed decisions based upon the best practices of other cities. GGS provides detailed citations and rational, identifies vital records, and provides recommendations on what records series should be imaged, and which records may have the paper version destroyed after imaging and quality checking. GGS provides training and education relating to various laws and standards interactively during the meetings, as well as informing each department about standard business practices in like departments throughout the State. This enables each department to make well- informed decisions relating to their records retention policy, providing a high level of ownership and buy -in for the program. Deliverables: • Meetings with each Department / Function to review and /or update their Records Retention Schedules, including various other information (vital records, what to image, etc.) • One day of on -site meetings • Records Retention Schedules for each department • One retention schedule for reccrds common to all departments • Index to retention schedules • Draft resolution of adoption • Draft staff report Total: $4,500 (Includes all travel expenses)