HomeMy Public PortalAbout06) 7E 1st Amend to Gladwell Govt Svc IncCity Council
April17, 2012
Page 2
• Phase 3: Record Destruction Procedures, Training and Assistance.
• Phase 4: Document Imaging/Enterprise Content management System
(ECMS) Assessment, Phased Implementation Strategy.
• Phase 5: Document lmaging/ECMS RFP, Vendor Selection and Contract
Negotiation.
• Phase 6 : E-Mail Policies, Procedures, and Best Practices Training for
Employees .
4. On January 12, 2012, with input from the City Attorney, Phase 6 was completed with
development of a new e-mail policy. This policy will allow staff to properly manage
their email in conjunction with the records retention schedule , thus reducing potential
risks to the City. This phase included one all-day and two half-day on-site trainings
for all staff.
5. On March 20, 2012, Phase 2 was completed with the City Council adopting the
updated City-Wide Records Retention Schedule. The last update to the retention
schedule had been completed in 1992 . The new retention schedule defined
destruction dates for non-permanent City records, thus reducing the amount of
archived material and staff time spent on locating and reproducing outdated
documents. This phase included one on -site meeting with all departments.
6. On April 5, 2012, Phase 1 was completed with a newly developed City Clerk Desk
Manual. The development of this manual serves as a general guide for Clerk related
duties and functions . The manual will also enable other personnel to provide the
delivery of general services, in the absence of staff from the City Clerk 's department.
This phase included four half-day, on-site meetings with City Clerk staff.
The remaining phases are all underway, and include:
• Phase 3: Records Destruction Procedures, Training and Assistance . The
estimated completion date is May 2012.
• Phase 4: Document Imaging I ECMS Assessment, Phased Implementation
Strategy. The estimated completion date is December 2012.
• Phase 5: Document Imaging I ECMS RFP , Vendor Selection and Contract
Negotiation. The estimated completion date is December 2012.
7 . On April 17, 2012, the City Manager recommended adding three new add itional
phases, which would necessitate a budget appropriation of $10,000 in the Council
Support Budget. These services were not included in the original agreement, as the
needs were identified during the completion of the phases outlined in the initial
City Council
April17, 2012
Page 3
scope of services. The additional services are as follows:
• Phase 7: Document Imaging lmplementation/ECMS Implementation
Assist the City in establishing policies and procedures for scanning,
templates for indexing documents, ECMS design and other
assistance to ensure the document imaging system is efficiently
implemented . Consultant will provide three half days on site training
for all employees as required .
Cost: $3,000.00
• Phase 8: Council Training for E-mail and Records Protocol
On site training and follow-through to update Council on e-mail and
records policies, review the Council Protocol and answer any
questions .
Cost: $500 .00
• Phase 9: Staff Report Policies, Procedures, Standards and Employee
Training .
ANALYSIS:
Consultant to review the policies, procedures and standards for City
Council Agenda Staff reports and make recommendations for
modifications and improvements. Consultant will develop written
policies and procedures, then provide employee training for
department heads and all employees who write Agenda Staff
Reports. Consultant will provide four half-days of on-site training for
all Department Heads and Employees .
Cost: $6,500.00
Over the past seven months, Gladwell Governmental Services, Inc . has assisted staff in
implementing the City Clerk's two-year work plan, as described above . As the initial
phases were completed, it was determined that the development of additional policies
and procedures relating to Document lmaging/ECMS Implementation were necessary.
This phase will ensure consistency in the way records are identified and maintained,
once the ECMS system has been selected.
City Council
April 17, 2012
Page4
Additionally , review of the current standards and procedures for City Council Agenda
Staff Reports has been identified as an area where further standardization will increase
staff efficiency and promote more effective communications to both the City Council and
general public .
Further, after training of City staff on e-mail and public records protocols, it was realized
that Council members are also affected by the same policies, but had not been afforded
the benefit of updated training . The training is integral to minimizing potential risks to
the City relative to its handling and retention of records.
CONCLUSION :
City Council approval of the First Amendment to the Consultant Services Agreement
with Gladwell Governmental Services, Inc. will provide additional technical support and
training for the Management Services Division and City Council , establish policies and
procedures for records management, and provide professional assistance in securing a
document imaging system .
FISCAL IMPACT:
This item would require a budget amendment from the unappropriated fund balance,
General Fund , i n the amount of $10,000 .00 to the Council Support Budget for Fiscal Year
(FY) 2011-12 .
ATTACHMENTS:
A. First Amendment to the Agreement for Gladwell Governmental Services, Inc. Original
B. Agreement with Gladwell Governmental Services, Inc.
RIV 114840-1328-2571 vi
FIRST AMENDMENT TO
Consultant Service Agreement
by and between
the
CITY OF TEMPLE CITY
and
ATTACHMENT A
Gladwell Governmental Services, Inc
Dated April 17, 2012
FIRST AMENDMENT TO GLADWELL GOVERNMENTAL SERVICES, INC.
This First Amendment to GLADWELL GOVERNMENTAL SERVICES, INC . (''First
Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into
by and between the CITY OF TEMPLE CITY, a California charter city ("City"), and Gladwell
Governmental Service, Inc a ("Consultant"), as follows:
RECITALS
A. City and Consultant entered in an consultant services agreement on October I, 2011
("Agreement"). The Agreement provides that Consultant will improve City Clerk
Department Efficiency; update city-wide records retention schedule; provide records
destruction policies and procedures; facilitate to develop an ECMS Master Plan; ECMS
RFP, vendor selection and contract negotiation ; develop e-mail policies and best practice
tnuning. Scope of Services as provided in Exhibit A of original agreement.
B. Section 2 of the Agreement provides the Scope of Services to be performed by
Consultant.
C. Section 4 of the Agreement provide that the maxtmum compensation under the
Agreement shall not exceed $24,800.00
D . This First Amendment amends the Agreement to expand the Scope of Services performed
by Consultant to include Document Imaging/ECMS Implementation; Council Training of
E-mail, Records, Protocol; Agenda Staff Report Policies; Procedures, Standards and
Employee Training and increase the maximum total compensation to $34,800.00
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration ofthe promises made and recited herein, the
parties do hereby enter into this First Amendment which modifies and amend s the Agreement as
follows :
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 SCOPE OF SERVICES. Exhibit "A" to the Agreement is hereby
amended to include new phases 7, 8 and 9. The new phases shall read as
shown in Exhibit "A" to this First Amendment.
1.2 COMPENSATION.
RIV #4840-1328 -2571 vl
1.2 .1 Section 4 of the Agreement is hereby amended as follows :
The second sentence of Section 4, subparagraph (a) of the Agreement is
amended to read as follows: "The total compensation, including
reimbursement for actual expenses, shall not exceed THIRTY FOUR
THOUSAND EIGHT HUNDRED DOLLARS ($34,800.00), unless
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additional compensation is approved in writing by the City Council or
City Manager."
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in
this First Amendment, the Agreement remains in full force and effect and binding upon the
parties.
2.2 Integration. This First Amendment consists of pages 1 through _
inclusive, which constitute the entire understanding and agreement of the parties and supersedes
all negotiations or previous agreements between the parties with respect to all or any part of the
transaction discussed in this First Amendment.
2.3 Effective Date. This First Amendment shall not become effective until
the date it has been formally approved by the City Council and executed by the appropriate
authorities of the City and Consultant.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
2.5 References. All references to the Agreement include all their respective
terms and provisions. All defined terms utilized in this First Amendment have the same meaning
as provided in the Agreement, unless expressly stated to the contrary in this First Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
CITY:
THE CITY OF TEMPLE CITY
By:--=------:::--;-:--;---=-:---:--,--------
Jose Pulido, City Manager
ATTEST:
Mary Flandrick, City Clerk
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APPROVED AS TO FORM
Eric S. Vail, City Attorney
CONSULTANT:
Diane Gladwell , President
Gladwell Governmental Services, Inc.
RIV #4840 -1328-2571 v1 -4-
Exhibit A
Phase 7: Document Imaging I ECMS Implementation
Consultant shall assist the City in establishing policies and procedures for scanning, templates
for indexing documents, ECMS design and other assistance to ensure the document imaging
system is efficiently implemented. GGS will provide hands-on on-site training for employees as
required.
Services include one full day on site, and three ~ days on site , and all policies, procedures and
"Quickstarts."
Total, including all travel expenses: $3,000
-
Phase 8: Council Training: E-mail, Records, Protocol
Consultant shall meet with Council Members (either one-on-one, or two-by-two) to update them
on the e-mail and records policy, and to review the Council Protocols and answer any
information.
Services include on site meetings and all preparation and follow-tluough.
Total, including all travel expenses: $500
Phase 9: Agenda Staff Report Policies, Procedures, Standards and Employee Training
Consultant shall review the policies, procedures and standards for City Council Agenda Staff
reports and make recommendations for modifications and improvements.
The consultant will develop written policies and procedures, then provide employee training for
department heads and all employees who write Agenda Staff Reports.
Services include four ~ days on site, and all policies, procedures and standards, and training
sessions for Department Heads and Employees.
Other services as directed by the City
Total, including all travel expenses: $6,500
Total additional services, if all options are utilized: $10,000
ATTACHMENT 8
CONSULTANT SERVICES AGREEMENT
RJV #4838-6958·3880 vi
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
Gladwell Governmental Services, Inc.
Expires June 30,2012
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AGREEMENT FOR CONSULTANT SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
Gladwell Governmental Services, Inc.
This Agreement for Consultant Services ("Agreement") is entered into as of this 1st day
of October, 2011 by and between the City of TEMPLE CITY, a municipal corporation ("City")
and Gladwell Governmental Services, Inc. a California Corporation ("Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties."
RECITALS
A. City has sought the services defined and described particularly in Exhibit A,
Scope of Services, ofthis Agreement. Consultant is uniquely qualified to provide these services.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Exhibit A of this Agreement, was selected by the
City to perform those services.
C . Pursuant to the City of Temple City's Municipal Code, City has authority to enter
into this Consultant Services Agreement and the City Manager has authority to execute this
Agreement.
D . The Parties desire to formalize the selection of Consultant for perfonnance of
those services defined and described particularly in Exhibit A of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, TIIEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained here and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement,
the scope of services set forth in Exhibit "A" "Scope of Services" shall be completed pursuant to
the schedule specified in Exhibit "A." Should the scope of services not be completed pursuant to
that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to
Section 21 of this Agreement. The City, in its sole discretion, may choose not to enforce the
Default provisions of this Agreement and may instead allow Consultant to continue performing
the scope of services until such services are complete.
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SECTJON2. SCOPE OF SERVICES.
Consultant agrees to perfonn the services set forth in Exhibit "A" "Scope of Services''
and made a part of this Agreement.
SECTION3. ADDITIONAL SERVICES.
Consultant shall not be compensated for any services rendered in connection with its
performance of this Agreement which are in addition to or outside of those set forth in this
Agreement or listed in Exhibit '~A., "Scope of Services," unless such additional services are
authorized in advance and in writing by the City Council or City Manager of City. Consultant
shall be compensated for any such additional services in the amounts and in the manner agreed to
by the City Council or City Manager.
SECfiON 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant the amounts specified in Exhibit ''B" "Compensation" and made a part of this
Agreement. The total compensation, including reimbursement for actual expenses, shall not
exceed twenty four thoussnd eight hundred dollars ($24,800), unless additional compensation is
approved in writing by the City Council or City Manager.
(b) Following the completion of each phase, the Consultant shall furnish to City an
original invoice for all work. performed and expenses incurred during the preceding month.
Consultant may submit invoices for deliverables for taslcs completed within each phase. The
invoice shall detail charges by the following categories: work performed, travel, materials,
equipment, supplies, and sub-consultant contracts. Sub-consultant charges shall be detailed by
the following categories : labor, travel, materials, equipment and supplies. City shall
independently review each invoice submitted by the Consultant to detenninc whether the work
performed and expenses incurred are in compliance with the provisions of this Agreement. In
the event that no charges or expenses are disputed, the invoice shall be approved llild paid
according to the terms set forth in subsection (c). In the event any charges or expenses are
disputed by City, the original invoice shall be returned by City to Consultant for correction and
resubmission. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within
forty-five (45) days of receipt of Consultant's correct and undisputed invoice.
(c) Payment to Consultant for work performed pursuant to this Agreement shall not
be deemed to waive sny defects in work performed by Consultant.
SECTIONS. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Consultant's work under this Agreement,
either during perfonnance or when completed. City shall reject or finally accept Consultant's
work within sixty (60) days after submitted to City. City shall reject work by a timely written
explanation, otherwise Consultant's work shall be deemed to have been accepted. City's
acceptance shall be conclusive as to such work. except with respect to latent defects, fraud and
such gross mistakes as amoWlt to fraud. Acceptance of any of Consultant's work by City shall
RIV M4838~58-3880 vI -2-
not constitute a waiver of any of the provisions of this Agreement including, but not limited to,
sections 16 and 17, pertaining to indemnification and insurance, respectively.
SECflON6. OWNERSHIP OF DOCUMENTS.
All "DeJiverables" as defined in Exhibit "A" provided to the Ctiy by Consultant in the
course of providing any services pursuant to this Agreement shall become the sole property of
City and may be used, reused or otherwise disposed of by City without the permission of the
Consultant. Except as provided below:
Use of Records/Electronic Files. The City recognizes that Consultant has made
significant investments in its pre-existing intellectual properties and holds registered copyrights.
Therefore:
(a) California Public Records Act and Freedom of Infonnation Act. Nothing
herein shall prevent the City from legally complying with the Public Records Act and
Freedom of Information Act To the extent the City receives a public records request to
disclose Contractor Materials (defined as Records Retention Schedules, Records
Destruction Policies and Procedures, and ECMS plans) pursuant to the Public Records
Act or the Freedom of Information Act, City shall advise Contractor promptly of such
request to allow contractor to seek a protective order, if necessary to prevent disclosure.
(b) Internal Purposes. City shall use the Contractor Materials for its "Internal
Purposes" only. "Internal Purposes" shall exclude any and all commercial applications or
uses in connection with or for the benefit of City's vendors and/or third parties without
Contractor's express, prior written consent;
(c) Non-Disclosure. Except as may be required in Section 6(a), Contractor
Materials shall not be disclosed, made available to, or used for the benefit of any third
party; sold, assiGJled, leased or otherwise disposed of; or commercially exploited or
marketed in any way. with or without charge, by City or any of City's employees or
agents without Contractor's prior written approval.
(d) Proprietary Markings. City shall not remove or modify any proprietary
markings, copying restrictions, or legends placed upon or contained within the Contractor
Materials to any copies of the Contractor Materials permitted hereunder;
(e) Internet. Without Contractor's express, prior written consent, City shall
not post or transmit the Contractor Materials on or through any internet, listserv, website,
or otherwise publish or publicly disseminate or distribute any Contractor Materials;
(f) Modification. City shall have the right to modify the Contractor Materials
solely for City's Internal Purposes. City agrees that any works such created are derivative
works of the Contractor Materials within the meaning of the U.S. Copyright Act, and, as
such, are included within the defmition of "Contractor Materials."
(g) Reservation of Rights. Nothing in this Agreement shall be deemed to grant,
directly or by implication, estoppel or otherwise, any right or license with respect to any
RIV 114838-69S8-31180 vI -3-
process, methods, or other intellectual property rights Contractor may own or control
prior to the date of this Agreement, and Contractor retains all right, title and interests in
and to such of its own process, methods, and other intellectual property rights.
(h) Ownership. City acknowledges and agrees that as between City and
Contractor. Contractor exclusively owns and retains all right. title and interest (including,
without limitation, a11 patent rights, copyrights, trademarks, trade secrets and other
intellectual property rights), in and to aiJ Contractor Materials and any portion thereof.
SECTION7. CONSULTANT'S BOOKS AND RECORDS.
(a) Consultant shall maintain any and all documents and records demonstrating or
relating to Consultant's performance of services pursuant to this Agreement. Consultant shall
maintain any and all ledgers, books of account. invoices, vouchers, canceled checks, or other
documents or records evidencing or relating to work, services, expenditures and disbursements
charged to City pursuant to this Agreement. Any and all such documents or records sha)J be
maintained in accordance with generally accepted accounting principles and shall be sufficiently
complete and detailed so as to permit an accurate evaluation of the services provided by
Consultant pursuant to this Agreement. Any and all such documents or records shall be
maintained for three years from the date of execution of this Agreement and to the extent
required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection. audit and copying, at any time during regular
business hours, upon request by City or its designated representative. Copies of such documents
or records shall be provided directly to the City for inspection. audit and copying when it is
practical to do so; otherwise, wtless an alternative is mutually agreed upon, such documents and
records shall be made available at Consultant,s address indicated for receipt of notices in this
Agreement.
(c) Where City has reason to believe that any of the documents or records required to
be maintained pursuant to this section may be lost or discarded due to dissolution or tennination
of Consultant's business, City may, by written request, require that custody of such documents or
records be given to the City and that such documents and records be maintained by the requesting
party. Access to such documents and records shall be granted to City, as well as to its
successors-in-interest and authorized representatives.
SECTIONS. STATUS OF CONSULTANT.
(a) Consultant is and shall at all times remain a wholly independent contractor and
not an officer. employee or agent of City. Consultant shall have no authority to bind City in any
manner, nor to incur any obligation, debt or liability of any ldnd on behalf of or against City,
whether by contract or otherwise, unless such authority is expressly conferred under this
AGREEMENT or is otherwise expressly conferred in writing by City.
(b) The personnel performing the services under this Agreement on behalf of
Consultant shall at all times be under Consultant,s exclusive direction and control. Neither City,
nor any elected or appointed boards, officers, officials, employees or agents of City, shall have
RIV f4838-69S8·3880 vi -4-
control over the conduct of Consultant or any of Consultant's officers, employees, or agents
except as set forth in this Agreement. Consultant shall not at any time or in any manner represent
that Consultant or any of Consultant's officers, employees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Consultant , nor any of Consultant's officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City's employees. Consultant expressly waives any claim Consultant may have to any such
rights.
SECTION9. STANDARD OF PERFORMANCE.
Consultant represents and warrants that it has the qualifications, experience and facilities
necessary to properly perfonn the services required under this Agreement in a thorough,
competent and professional manner. Consultant shall at all times faithfully, competently and to
the best of its ability, experience and talent, perfonn all services described herein. In meeting its
obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted
standards and practices utilized by persons engaged in providing services similar to those
required of Consultant under this Agreement.
If and to the extent that City utilizes for any purpose not related to this Agreement any
maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents prepared, developed or discovered by Consultant in the course of
providing any services pursuant to this Agreement, Consultant's guarantees and warranties
related to Standard of Performance shall not extend to such use of the maps, models, designs,
drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Consultant shoJI keep itself informed of and comply with all app1icable federal, state and
local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this
Agreement. Consultant shall obtain any and all licenses, pennits and authorizations necessary to
perform the services set forth in this Agreement. Neither City, nor any elected or appointed
boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a
result of any failure of Consultant to comply with this section.
SECTION ll. PREVAILING WAGE LAWS
It is the understanding of City and Consultant that California prevailing wage laws do not
apply to this Agreement because the Agreement does not involve any of the following services
subject to prevailing wage rates pursuant to the California Labor Code or regulations
promulgated thereunder: Construction, alteration, demolition, installation, or repair work
performed on public buildings, facilities, streets or sewers done under contract and paid for in
whole or in part out of public funds. In this context, "construction" includes work performed
during the design and preconstruction phases of construction including, but not limited to,
inspection and land surveying work.
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SECTION 12. NONDISCRIMINATION.
Consultant shall not discriminate, in any way, against any person on the basis of race,
color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or
marital status in connection with or related to the performance of this Agreement.
SECfiON 13. UNAUTHORIZED ALIENS.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U .S.C.A. §§ 1101, et ~ .• as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the perfonnance of work and/or services covered by this Agreement,
and should the any liability or sanctions be imposed against City for such use of unauthorized
aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or
sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Consultant covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would io any way hinder Consultant's performance of services under
this Agreement. Consultant further covenants that in the performance of this Agreement, no
person having any such interest shall be employed by it as an officer, employee, agent or
subcontractor without the express written consent of the City Manager. Consultant agrees to at all
times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of
City in the performance of this Agreement.
(b) City understands and acknowledges that Consultant is, as of the date of execution
of this Agreement, independently involved in the performance of non-related services for other
governmental agencies and private parties. Consultant is unaware of any stated position of City
relative to such projects. Any future position of City on such projects shall not be considered a
conflict of interest for purposes of this section.
(c) City understands and acknowledges that Consultant will, perform non-related
services for other governmental agencies and private parties following the completion of the
scope of work under this Agreement. Any such future service shall not be considered a conflict
of interest for purposes ofthis section.
SECTION tS. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Consultant in performance of
this Agreement shall be considered confidential, unless such information is in the public domain
or already known to Consultant. Consultant shall not release or disclose any such information or
work product to persons or entities other than City without prior written authorization from the
City Manager, except as may be required by law.
(b) Consultant, its officers, employees, agents or subcontractors. shall not, without
prior written authorization from the City Manager or unless requested by the City Attorney of
RlV 14838-69.58-3880 vi -6-
City, voluntarily provide declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this Agreement .
Response to a subpoena or court order shall not be considered "voluntary" provided Consultant
gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant,
provides any information or work product in violation of this Agreement, then City shall have the
right to reimbursement and indemnity from Consultant for any damages, costs and fees,
including attorneys fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant sl!all promptly notify City should Consultant , its officers, employees ,
agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition,
request for documents, interrogatories, request for admissions or other discovery request, court
order or subpoena from any party regarding this Agreement and the work performed thereunder.
City retains the right, but has no obligation, to represent Consultant or be present at any
deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided by
Consultant. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
SECfiON 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by law,
Consultant shall indemnify, protect, defend and hold harmless City and any and all of its
officials, employees and agents ("Indemnified Parties") from and against any and all losses,
liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are
caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its
officers, agents, employees or sub-consultants (or any entity or individual that Consultant shall
bear the legal liability thereof) in the perfonnance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent pennitted by law, Consultant shall
indemnify, protect, defend and hold hannless City, and any and all of its employees, officials and
agents from and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any
kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs,
interest, defense costs, and expert witness fees), where the same arise out of, are a consequence
of, or are in any way attributable to, in whole or in part, the performance of this Agreement by
Consultant or by any individual or entity for which Consultant is legally liable, including but not
limited to officers, agents, employees or sub-contractors of Consultant.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity Agreements with provisions identical to those set forth here in this section from each
and every sub-contractor or any other person or entity involved by, for, with or on behalf of
Consultant in the performance of this Agreement. In the event Consultant fails to obtain such
indemnity obligations from others as required here, Consultant agrees to be fully responsible
according to the terms of this section. Failure of City to monitor compliance with these
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requirements imposes no additional obligations on City and will in no way act as a waiver of any
rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the
successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or
this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this Section 16
[Indemnification] to the contrary, design professionals are required to defend and indemnify the
City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a
design professional to claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the design professional. The term "design
professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape
architects, registered professional engineers, professional land surveyors, and the business
entities that offer such services in accordance with the applicable provisions of the California
Business and Professions Code.
(e) The provisions of this section do not apply to claims occurring as a result of City's
sole negligence. The provisions of this section shall not release City from liability arising from
gross negligence or willful acts or omissions of City or any and all of its officials, employees and
agents.
SECTION 17. INSURANCE.
Consultant agrees to obtain and maintain in full force and effect during the term of this
Agreement the insurance policies set forth in Exhibit "C" .. Insurance" and made a part of this
Agreement. All insurance policies shall be subject to approval by City as to fonn and content.
These requirements are subject to amendment or waiver if so approved in writing by the City
Manager. Consultant agrees to provide City with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Consultant are material considerations for this
Agreement. City has an interest in the qualifications of and capability of the persons and entities
who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In
recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion
of this Agreement or the performance of any of Consultant's duties or obligations under this
Agreement without the prior written consent of the City Council. Any attempted assignment
shall be ineffective, null and void, and shall constitute a material breach of this Agreement
entitling City to any and all remedies at law or in equity, including summary termination of this
Agreement. City acknowledges, however, that Consultant, in the performance of its duties
pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
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if any, assigned to perform the services required under this Agreement, prior to and during any
such performance.
SECTION20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving
thirty (30) days written notice of termination to Consultant. In the event such notice is given,
Consultant shall cease immediately all work in progress.
(b) Consultant may terminate this Agreement for cause at any time upon thirty (30)
days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this
Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this
Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or City, all property
belonging exclusively to City which is in Consultant's possession shall be returned to City.
Consultant shall furnish to City a final invoice for work performed and expenses incurred by
Consultant, prepared as set forth in Section 4 of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 of this Agreement.
SECTION21. DEFAULT.
In the event that Consultant is in defauJt under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30} days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. 1f Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under Section 20. Any failure on the
part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver
of the City's legal rights or any rights arising out of any provision of this Agreement.
SECTION22. EXCUSABLE DELAYS.
Consultant shall not be liable for damages, including liquidated damages, if any, caused
by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal,
state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes.
and unusually severe weather. The term and price of this Agreement shall be equitably adjusted
for any delays due to such causes.
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SECfiON23. COOPERATION BY CITY.
All public infonnation, data, reports, records, and maps as are existing and available to
City as public records, and which are necessary for carrying out the work as outlined in the
Exhibit "A" "Scope of Services," shall be furnished to Consultant in every reasonable way to
facilitate, without undue delay, the work to be performed under this Agreement.
SECfiON24. NOTICES.
AU notices required or permitted to be given under this Agreement shaH be in writing and
shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return
receipt requested, addressed as follows:
To City:
To Consultant:
City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
Gladwell Governmental Services, Inc.
Diane R. Gladwell, President
PO Box62
Lake Arrowhead, CA 92352
Notice shall be deemed effective on the date personally delivered or transmitted by
facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States
Postal Service.
SECTION2S. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Consultant represents and
warrants that he/she/they has/have the authority to so execute this Agreement and to bind
Consultant to the perfonnance of its obligations hereunder.
SECTION26. ADMINISTRATION AND IMPLEMENTATION.
lbis Agreement shall be administered and executed by the City Manager or his or her
designated representative, following approval of this Agreement by the City Council. The City
Manager shall have the authority to issue interpretations and to make minor amendments to this
Agreement on behalf of the City so long as such actions do not materially change the Agreement
or make a commitment of additional funds of the City. All other changes, modifications, and
amendments shall require the prior approval of the City Counci l.
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SECTION27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties.
SECI'ION28. MODIFICATION OF AGREEMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing
and approved by the Consultant and by the City Council. The parties agree that this requirement
for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION29. WAIVER.
Waiver by any party to this Agreement of any tenn, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach ofthe provisions of this Agreement shall not constitute a waiver of any
other provision nor a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Consultant shall not constitute a
waiver of any of the provisions ofthis Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the
State of California. In the event of litigation between the parties, venue in state trial courts shall
lie exclusively in the County of Los Angeles, California In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision
of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to
an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to
which it may be entitled.
SECI'ION32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits 11 A" through 11 C'', is the entire, complete.
final and exclusive expression of the parties with respect to the matters addressed therein and
supersedes all other Agreements or understandings, whether oral or written, or entered into
between Consultant and City prior to the execution of this Agreement. No statements,
representations or other Agreements, whether oral or written, made by any party which are not
embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and
binding unless in writing duly executed by the parties or their authorized representatives.
SECTION33. SEVERABILITY.
If any tenn, condition or covenant of this Agreement is declared or determined by any
court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
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By:~~ 1 ~ ~J.f1,V-__
Di R. Glad well
Gladwell Governmental Services, Inc
Its: President
Bye~~
Gladwell Governmental Services, Inc
Its: Corporate Secretary
NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATIESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S
BUSINESS ENTITY.
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EXHIBIT "A"
SCOPE OF SERVICES
The Contractor shall provide suggested project schedules to the City; however, the project shall be
scheduled at the direction of, and convenience of, the City.
Phase I: City Clerl{ Dcpa1·tment Efficiency Improvements I Contract Management
Consultant will meet with City Clerk and City Management staff as required to provide a variety of
services, including
Deliverables:
• Four ~day on-site meetings .
• Review, Analysis and Recommendations for:
o Contract Management I Insurance Compliance Program
o City Clerk Desk Manual I Standard Operating Procedures, including the
revisions of existing procedures, and development of missing procedures
o Fee Schedule and Revenue Opportunities
o Voter Outreach Initiatives
o File Classification System-Municipal Unified Functional Filing System
(MUFFS)
o Cable TV Support
• Employee Development Plans for City Clerk and Deputy City Clerk
• Policies & Procedures for publishing Agenda Packets on the Internet
Consultant shall complete this phase by March, 2012 .
-
J>hasc 2: City-" ide Rcconls Rclcnlion SchL'dnles I On-Sitl' •·Best Practices" Meetings
Consultant will create a new, customized records retention schedule for all departments in City,
utilizing Consultant's pre-existing format Consultant will then meet individually with each
department I 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.
Consultant shall provide detailed citat ions and rationale, identify vita) records, and provide
recommendations on what records series should be imaged, and which records may have the paper
vers ion destroyed after imaging and quality checking. Consultant will also provide training and
education relating to various laws and standards interactively during the meetings, as well as infonning
each department about standard business practices in like departments throughout the State.
This phase will enable City to make well-infonned decisions relating to its records retention policy,
providing a high level of ownership and buy-in for the program.
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Delivera bles:
• Meetings with each Department I Function to review and/or update their Records
Retention Schedules, including various other infonnation (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 al1 departments
• Index to retention schedules
• Draft resolution of adoption
• Draft staff report
Consultant shall complete this phase by January, 2012.
Phase 3: Destruction Procedures, T1·aining and Assistance (on-site)
Consultant will review, update, develop and/or provide destruction policies and procedures, and develop
all forms, logistics (equipment I scheduling) and training schedule I agenda for the "Free the Files" or
destruction day.
The first day will be focused on training and visiting and assisting each department; subsequent days will
be focused on the basement and/or the City Clerk's Municipal Unified Functional filing system.
Deliverables:
• Records Destruction Policies, Procedures and Fonns
• Memorandum to Employees
• Various Planning logistics, planning. and meetings (telephone & e--mail)
• C ity-wide Kick-off Meeting I Employee Training
• Meetings with Departments to provide advice and assistance
• Three days on site (two days devoted to the basement I City Clerk)
Consultant shall complete this phase by March, 2012.
· Phase 4: Document Imaging I ECMS Assessment, Phased Implementation Stnttt:g,\
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(i) EDMS: Enterprise Document Manogement System
ECMS: Enterprise Content Management System
Consultant will provide on·site facilitation to develop an ECMS Master Plan, including policies and
procedures.
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Following the development and adoption of the Records Retention Schedule, Consultant will develop
prioritized plans for each department for what records series should be imaged. An ECMS Master Plan
will be developed, including recommended investments in software, hardware, scanning I indexing I
quality checking and the resources in which to accomplish the City's goals .
Consultant will present the draft Master Plan to a team of City's choosing to review the
recommendations and make modifications.
Consultant will develop recommendations for phased implementation plan, including proposed budgets
for software, hardware and scanning I indexing I quality checking costs.
The plan will ensure the most valuable documents to be stored in the system are identified, and costs
assoc iated with the planned imaging of the records are estimated prior to scanning any additional records
series .
Del iverables:
• ECMS Assessment
• Two days of on-site analysis, meetings with all departments & estimation services
• ECMS Master Plan, including recommendations for a phased implementation plan,
including proposed budget for software, hardware and scanning I indexing I quality
checking costs.
• City-wide ECMS policy
• Presentation of the Draft ECMS Master Plan to the Executive Team, or other team at the
direction of the City.
Consultant shall complete this phase by April, 2012 .
Phase 5: Document Imaging I ECMS RI<~P, Vendor Selection, and Contract Negotiation
Task J: Scope of Work and/or RFP for ECMS and Scanning Bureau Services,
Vendor List
Consultant, wm draft a RFP and/or Scope of Work and ~view it with City staff,
providing two on-site meetings to discuss options and make changes to the documents
Detiverables:
• ECMS RFP I Scope of Work, including software, hardware, and scanning services.
• Two on-site meetings with Stakeholder team
• Pre-proposal conference with vendors
Task 2: Analysis of Responses, Benchmarking I Leveling Pricing, Vendor
Questions
Consultant will review and analyze the responses to the RFP and provide a written
matrix that provides a tool to compare pricing on an "apples to apples" basis, which includes all
communications with vendors to get answers and clarify or correct proposals.
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Teleconferences with the City and/or vendors will be provided to assist the City in their
selection.
Deliverables:
• Analysis of all proposals
• Matrix comparing costs, including all vendor correspondence for corrections and
clarifications
• Teleconferences with the City's Stakeholder Team
Task 3: Facilitation of On-Site Demonstrations I Vendor Interviews
If the City wishes, Consultant could schedule on-site vendor demonstrations,
standardized requirements for the demonstrations , and be present on site to ask further questions
and facilitate the selection of the successful vendor.
Deliverables:
• Scheduling and facilitation of on-site demonstrations by vendors
• Compulsory demonstrations required by vendors
• One on-site day to facilitate the system selection
Task 4: Contract Review, Vendor Negotiations
Consultant would develop the vendor conttact using the City's standard terms I
boilerplate, and negotiate the specific scope of work and provide wording that properly protects
the City and provides the maximum value.
Deliverables:
• Contract review, recommendations, and negotiat ions in compliance with City
procurement policies and procedures.
Consultant shall complete this phase by June, 20 12.
Phase 6: E-mail Policies, Procedul'es, Rest Practices Training
Consultant has already provided a draft e-mail policy at no charge; the retention policy
will be established in Phase 2, the Records Retention Schedules.
In addition, meetings will be held with Stakeholders to discuss a phased implementation
plan, best practices, and employee training materials will be developed.
Four different one-hour training classes held throughout the day will allow all employees
to be trained without short-staffing departments.
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Deliverables:
• E-mail phased Implementation Plan
• Various Training Materials and Presentations
• Two on-site meetings with Stakeholders
• One day of on-site employee training
Consultant shall complete this phase by January. 2012
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VII. AMENDMENT
The Scope of Services, including services, work products, and personnel, are subject to
change by mutual Agreement In the absence of mutual Agreement regarding the need to change
any aspects of performance, Consultant shall comply with the Scope of Services as indicated
above.
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EXHIBIT "C"
INSURANCE
;... Insurance ReQuirements. Consultant shall provide and maintain insurance,
acceptable to the City Manager or City Counsel , in full force and effect throughout the term of
this Agreement, against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the work hereunder by Consultant, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A: VII. Consultant shall provide the following scope and limits of
insurance:
1. Minimum Scooe of Insurance . Coverage shall be at least as broad as :
(1) Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CO 0001).
(2) Insurance Services Office form number CA 0001 (Ed. 1187)
covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or
equivalent fonns subject to the written approval of the City.
(3) Workers' Compensation insurance as required by the Labor Code
of State of California and Employer's Liability insurance and covering all persons providing
services on behalf of the Consultant and all risks to such persons under this Agreement.
(4) Professional liability insurance appropriate to the Consultant's
profession. This coverage may be written on a "claims made, basis, and must include coverage
for contractual liability. The professional liability insurance required by this Agreement must be
endorsed to be applicable to cJaims based upon, arising out of or related to services performed
under this Agreement. The insurance must be maintained for at least 3 consecutive years
following the completion of Consultant's services or the termination of this Agreement During
this additional 3-year period, Consultant shall annually and upon request of the City submit
written evidence of this continuous coverage.
2~ Minimum Limits of Insurance . Consultant shall maintain limits of
insurance no less than:
(l) General Liability: $1,000,000 general aggregate for bodily injury,
personal injury and property damage.
(2) Automobile Liability: $1,000,000 per accident for bodily injury
and property damage. A combined single limit policy with aggregate limits in an amount of not
less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth
above .
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(3) Workers, Compensation and Employer1s Liability: Workers1
Compensation as required by the Labor Code of the State of California and Employers Liability
limits of not less than $1,000,000 per accident.
(4) Professional Liability: $1,000,000 per occurrence.
B,. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
1. All Policies. Each insurance policy required by this Agreement shall be
endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either
party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice
by Certified mail, return receipt requested, has been given to City.
2. General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers, officials,
and employees and volunteers are to be covered as additional insureds as respects: Jiability
arising out of activities Consultant performs; products and completed operations of Consultant;
premises owned, occupied or used by Consultant ; or automobiles owned, leased, hired or
borrowed by Consultant. The coverage shall contain no special limitations on the scope of
protection afforded to City, and their respective elected and appointed officers, officials, or
employees.
(2) Consultant's insurance coverage shall be primary insurance with
respect to City, and its respective elected and appointed, its officers, officials, employees and
volunteers. Any insurance or self insurance maintained by City, and its respective elected and
appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute
with, Consultant's insurance.
(3) Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(4) Any failure to comply with the reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to City, and its
respective elected and appointed officers, officials. employees or volunteers.
3~ Worken;' Compensation and Employer's Liability Coverage. Unless the
City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of
subrogation against City, and its respective elected and appointed officers, officials, employees
and agents for losses arising from work performed by Consultant.
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C,. Other Requirements. Consultant agrees to deposit with City, at or before the
effective date of this contract, certificates of insurance necessary to satisfy City that the insurance
provisions of this contract have been complied with. The City Attorney may require that
Consultant furnish City with copies of original endorsements effecting coverage required by this
Section. The certificates and endorsements are to be signed by a person authorized by that
insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified
copies of all required insurance policies, at any time.
1. Consultant shall furnish certificates and endorsements from ee.ch
subcontractor identical to those Consultant provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or appointed
officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions
and requirements of this Agreement.
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