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13-150 Gladwell Governmental Services Inc, Consultant Services for Public Works Records Management Procedure Re-Design and ImplementationyS.►9s • January 24, 2014 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 Gladwell Governmental Services P.O. Box 62 1028 Tirol Lane Lake Arrowhead, CA 92352 -0062 RE: Agreement 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 Public Works Department at (408) 777 -3354. Sincerely, d Dorothy Steenfott Senior Office Assistant cc: Public Works Enclosure FIRST AMENDMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND GLADWELL GOVERNMENTAL SE]R.VICES FOR CONSULTANT SERVICES FOR PUBLIC WORKS RECORDS MANAGEMENT PROCEDURE RE- DESIGN AND IIMPLEMENTATION This First Amendment to the Agreement between the City of Cupertino and Gladwell Governmental Services, for reference dated January 14th, 2014, is by and between the CITY OF CUPERTIN.O, a municipal corporation (hereinafter "CITY ") and Gladwell Governmental Services, a California corporation whose address is PO Box 62, 1028 Tirol Lane, Lake Arrowhead, CA. 92352 -0062; (909)337 -3516, (hereinafter "CONSULTANT "), and is made with reference to the following: RECITALS: A. On September 19th, 2013, an agreement was entered into by and between City and Gladwell Governmental Services for Consultant Services for Public Works Records Management Procedure Re- Design and Implementation (hereinafter "Agreement "). 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: d 1. The TERM of the Agreement as set forth in Paragraph 1 of the Agreement is modified to read as follows: The term of this Agreement shall commence on September 19, 2013, and shall terminate on June 30, 2014, or as terminated earlier as set forth in the Contract. 2. Exhibit `B" to Agreement, "Schedule of Performance" is modified such that CONSULTANT shall complete all work by June 30, 2014. 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. Page 1. of 2 First Amendment IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. Gladwell Governmental Services CITY OF CUPERTINO A Municipal Corporation By By�� -��-�� Director of Public Works, Timm Borden Title 0V�Q(�/►1r1' APPRO ED AS TO FORM: By City Attorney, Carol Kora e ATTEST: BJ��- Y 1 City Clerk, Grace Schmidt Page.! of 2 First Amendment NJ September 23, 2013 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE= • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cupertiio.org Gladwell Governmental Services, Inc. P.O. Box 62 1028 Tirol Lane Lake Arrowhead, CA 92352 -0062 RE: Agreement Enclosed for your records is a fully executed original copy of your agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777 -3354. Sincerely, Dorothy Steenfott Senior Office Assistant Enclosure cc: Public Works AGREEMENT BETWEEN THE CITY OF CUPERTINO AND GLADWELL GOVERNMENTAL SERVICES, INC. FOR CONSULTANT SERVICES FOR PUBLIC WORKS RECORDS MANAGEMENT PROCEDURE RE- DESIGN AND IMPLEMENTATION THIS AGREEMENT, for reference dated � e 2013, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City "), and Gladwell Governmental Services, a California corporation, whose address is PO Box 62, 1028 Tirol Lane, Lake Arrowhead, CA 92352 -0062; (909)337 -3516 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on January 31, 2014 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" titled "Scope of Services" which is attached hereto and incorporated herein by this reference. Page 1 of 11 Consultant Agreement 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed Twelve Thousand Eight Hundred Dollars ($12,800). The rate of payment is set out in Exhib 1 C, titled "Compensation ", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer - independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Page 2 of 11 Consultant Agreement 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his /her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON - DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer /employee conduct. Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Ryan Roman, is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Diane R. Gladwell. 11. HOLD HARMLESS: Indemnification: Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of Page 3oF11 Consultant Agreement any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. 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. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A, B, C, ID and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liabili 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 $2.50,000 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. Page 4 o:: 11 Consultant Agreement (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 B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he /she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during thE- term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to Page 5 of 11 Consultant Agreement perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directIv or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. Page 6 of 11 Consultant Agreement r 17. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as 'Report ", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Ciiy the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and /or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, Page 7 of 11 Consultant Agreement data, documents, proceedings and activitiE's related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Ryan Roman All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Diane R. Gladwell Gladwell Governmental Services PO Box 62,1028 Tirol Lane Lake Arrowhead, CA 92352 -0062 Phone: (909) 337 -3516 Email: gladv7ell4 @aol.com 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. Page 8of11 Consultant Agreement City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted. under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed tinder this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 25. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. Page 9 of 11 Consultant Agreement 26. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 27. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted ]Herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 28. CAPTIONS: The captions in this Agreement are .For convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. Page 10 of 11 Consultant Agreement P.O. No.:� IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULT Gladwell J% tal Services, INC. i E&Z - "OAM-liffl Name d Title 6V2- ideW- Date 1101 2013 Tax I.D. No.: 33 - y q -75 g 7 `l Address: PO Box 62,1028 Tirol Lane, Lake Arrowhead, CA 92352 -0062 Phone (909) 337 -3516 CITY OF CUPERTINO A Municipal Corporation B:y _ Tim orden, Director of Public Works APPROVED AS TO FORM: �1 .�( arol Korade, City Attorn ATTEST: C race Schmidt, City Clerk Contract Amount: $12,800 Account No.: 610 - 9863 -9400 Page 11 of 11 Consultant Agreement EXHIBIT A SCOPE OF SIERVICES CONSULTANT shall perform services as detailed in the following sections related to records management procedure re- design and implementation of paper and electronic documents, including the preparation of records for final imaging /archiving for the City of Cupertino Public Works Department. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves developing efficient, consistent procedures for all Engineers and other employees in the Public Works Department to follow for various records series (including, but not limited to CIP, Private Development Projects, Transportation and Environmental Services) supported by the department. CONSULTANT will provide on -site training of all Engineers and staff after performing collaborative analysis and re- design of the Departments procedures. This analysis will include the management of paper and electronic records in an end -to -end process (including the preparation for final imaging of the records in a manner that makes the records easy to retrieve and integrate with GIS in the future). hollowing the re- design of department standards, CONSULTANT will provide training to CITY staff on implementing the procedures, including reviewing and separating all appropriate files for processing for destruction, off -site storage or preparation for final imaging. B. General Performance Requirements: 1. "The performance of all services by �'_.ONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CHY The team members shall include Diane R. Gladwell as CONSULTANT's Senior Project Manager in charge for the c_uration of the PROJECT. CONSUL:I'ANT shall not substitute any team members without the prior approval of the CITY. 3. CONSULTANC's services shall be performed as expeditiously as is consistent with skill and care and the orderly process of the work. The schedule for the performance included in 1,,XII1131'I' 13, may be adjusted by mutual agreement. SECTION 2. TASKS Task 1. Public Works Records Management Procedure Re- Design (paper, electronic, imaging) CONSULTANT shall provide three (3) on -site half days to facilitate new procedures and standards, end -to -end business process maps transition plan, and provide on -site training. The work will include developing efficient, consistent procedures for all Engineers and other Page I of 7 Gladwell Governmental Services Agreement Exhibits employees of the department to follow for various records series (CIP, Private Development Projects, etc.) supported by the department. On -site training of all Engineers and staff is included in the collaborative analysis and re- design of the Departments procedures, including the management of paper and electronic records in an end -to -end process (including the preparation for final imaging of the records in a Irianner that makes the records easy to retrieve and integrate with GIS in the future). Task 2. Public Works Training / Implementation CONSULTANT shall provide written procedures and a total of two on -site days to train CI FY staff. CONSULTANT shall provide one on -site day of training of CITY staff on procedures to process the difficult / complex / unknown records series. CONSULTANT will provide advice on logistics and one day of on -site analysis and processing of difficult to determine, or complex records to ensure they are processed correctly. This task does not include the cost of scanning, indexing and quality checking final documents into the CITY's Laserfiche repository. Additional Services If CITY staff deems necessary, CONSULTANT mE,y provide staff to process records based on the hourly rate set forth in EXI III3TI' C -1. Part -time temporary staff shall only perform work with advance written consent of the CITY. Page 2 of 7 Gladwell Governmental Services Agreement Exhibits EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by January 31, 2014. The following sets forth the distribution of CONS U LTA NT' s Schedule of Performance for each project. The CITY may approve in writing the extension of any milestone date set in this Exhibit. Task #1: Public Works Records Management Procedure Re- Design (paper, electronic, imaging): Task #2 Public Works Training /Implementation Page 3 of 7 Gladwell Governmental Services Agreement Exhibits 1 week after Notice to Proceed (NTP) for this phase Upon completion of Task 1 EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for services, and reimbursable expenses, shall not exceed TWELVE THOUSAND EIGHT HUNDRED DOLLARS ($ 12,800) based on the rates set forth in Exhibit C -1. CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of EIGHT THOUSAND DOLLARS ($ 8,000). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is FOUR THOUSAND EIGHT HUNDRED DOLLARS ($4,800). B. Method of Payment For Task Nos. 1 and 2 CONSULTANT shall, during the term of this AGREEMENT, invoice the CTTY monthly based upon actual hours for services performed under this AGREEMENT. (Hereinafter "Invoice. ") Provided CONSULTANT has completed the services covered by the Invoice in accordance with the provisions of this /\,GRE'EME,NT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1: Public Works Records Management Procedure Re- Design $ 4,500 (paper, electronic, imaging): Task #2: Public Works Training /Implementation: $ 3,500 Task #3: Additional Services $ 4,800 TOTAL $ 12,800 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed TWELEVE TI IOUSAND EIGLIT FIUNDRED DOLLARS ($ 12,800). Page 4 of 7 Gladwell Governmental Services Agreement Exhibits D. Payment Schedule The Payment Schedule for this AGREEMEN'I' sha 11 be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE Task #1 — Public Works Records Management Procedure Re- Design (paper, electronic, imaging): 1001% Task #2 - Public Works Training /Implementation: 100% Additional Services Paid Pursuant to Subsection G below E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSUITANT work on this PROJECT. SUBCONSULTAN'T work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULT'AN'T as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSUL'tANT's lump sum compensation, including, but not limited to, any expenses related to the work, 8 1/2" x 11" copies or fax copies and travel. Printing for distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1 -2 of EXI III3IT A. 'Travel may be reimbursed consistent with City policy. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CI'T'Y. The CITY has set aside the sum of FOR'I`Y EIGIIT HUNDRED DOLLARS ($4,800.00) for the payment of Additional Services. 'The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Page 5 of 7 Gladwell Governmental Services Agreement Exhibits Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXI-IIBIT C -1 shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXI IIBIT C. Page 6 of 7 Gladwell Governmental Services Agreement Exhibits EXHIBIT C -1 CONSULTANTS HOURLY RATES FOR ADDITIONAL SERVICES President Travel Reimbursement Staff $480 per half day on site $960 per full day on site $120 per hour for off -site work "Travel approved by City may be reiembursed consistent with City policy $20 per hour Consultant's staff shall only perform work with advance written consent of the CITY. Hourly rates include all direct costs and reimbursable such as, equipment, computers, communications and reproduction. Page 7 47 Gladwell Governmental Services Agreement Exhibits GLADW -1 OP ID: AD ACRD' CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDNYYY) 09/18/13 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(ies) must 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 lieu of such endorsement(s). PRODUCER 909 -435 -0230 CONTACT NAME: Sawyer Cook Insurance 1200 California St., Ste 260 909- 798 -7971 Redlands, CA 92374 Scott Williamson PFIONE FAX Arc No Ext : A/C No : E -INAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURERA:Hartford Insurance Company 22357 INSURED Gladwell Governmental Services INSURER IS: United States Liability Ins 25895 Diane Gladwell P.O. BOX 62 INSURER C 72SBAFT4487 10/31/12 Lake Arrowhead, CA 92352 INSURER D: $ 1,000,000 MED EXP (Any one person) $ 10,00 INSURER E: INSURER F CnVFRAGES cFRTIFICOTF NIJMRFR- 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. 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 HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AD L UB POLICY NUMBER MMLDDNYYY MM DD/YYYY LIMITS GENERAL LIABILITY _ EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY 72SBAFT4487 10/31/12 10/31/13 DAMA T NTED ence PREMISES Ea occurr $ 1,000,000 MED EXP (Any one person) $ 10,00 CLAIMS -MADE I—XI OCCUR PERSONAL &ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,00 $ POLICY X PRO LOC AUTOMOBILE LIABILITY _ COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ A X ANY AUTO 72UECJR6553 10/31/12 10/31/13 BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS PROPERTY TY DAMAGE accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DE D RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR /PARTNER /EXECUTIVE _ WC STATU- OTH- TORY LIMIT i LR E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ OFFICER. /MEMBER EXCI UDED? ❑ (Mandatory in NH) N/A E.L. DISEASE -POLICY LIMIT 1 $ If yes, describe under DESCRIPTION OF OPERATIONS below B Errors & Omissions SP1020955B 10/31/12 10/31/13 EA CLAIM 1,000,00 ANN AGG 2,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) "The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under the terms of this policy." i. r r Cn r'AWr_FI I ATInN ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Public Works Department 10300 Torre Ave. AUTHOF44 REPRE ENTATIVE Cupertino, CA 95014 Scott ' 'am n ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 SBA FT4487 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON - ORGANIZATION City of Cupertino- Public Works Dept. 10300 Torre Ave Cupertino, CA 95014 Form IH 12 00 11 85 T SEQ. NO. 005 Printed in U.S.A. Page 003 (CONTINUED ON NEXT PAGE) Process Date: 08/14/13 Expiration Date: 10/31/14