HomeMy WebLinkAboutReso 153-11 Gladwell Svcs AgmtRESOLUTION NO. 153 - 11
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING AGREEMENT WITH GLADWELL GOVERNMENTAL SERVICES, INC. TO
EVALUATE CITY DOCUNIENTS AND OFFICIAL RECORDS IN ACCORDANCE WITH THE
RECORDS RETENTION AND IMPLEMENTATION PLAN
WHEREAS, the City of Dublin requires evaluation and organization services of City
documents and official records in accordance with the Records Retention and Implementation
Plan; and
WHEREAS, the quatifications of Gladwell Governmental Services, Inc. are appropriate
for the work proposed.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin
hereby approves the agreement (attached hereto as Exhibit A) with Gladwell Governmental
Services, Inc. to evaluate city documents and official records, in an amount not to exceed
$39,000. ~
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
agreement.
PASSED, APPROVED AND ADOPTED this 6th day of September, 2011, by the
following vote:
AYES: Councilmembers Hart, Hildenbrand, Swalwell, and Mayor Sbranti
NOES: None
ABSENT: Councilmember Biddle
ABSTAIN: None
Jv
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Mayor
ATT ~T:
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City Clerk
Reso No. 153-11, Adopted 9-6-11, Item 4.4 Page 1 of 1
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND GLADWELL GOVERNMENTAL SERVICES, INC.
THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City°) and Gladwell
Governmental Services, Inc. ("Consuitant") as of
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall
provide to City the services described in the Scope af Work attached as Exhibit A at the time and place and in the
manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and
Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall
end on the date of completion specified in Exhibit A, and Consultant shall complete the work
described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or
extended, as provided for in Section 8. The time provided to Consultant to complete the services
required by this Agreement shall not affect the City's right to terminate the Agreement, as provided
for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent practitioner of
the profession in which Consultant is engaged in the geographical area in which Consultant
practices its profession. Consultant shall prepare all work products required by this Agreement in a
substantial, first-class manner and shall conform to the standards of quality normally observed by a
person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services
pursuant to this Agreement. In the event that City, in its sole tliscretion, at any time during the term
of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately
upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the stantlard of performance provided in
Section 1.1 above and to satisfy Consultant's obligations hereunder. ~
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $39,000,
notwithstanding any contrary indications that may be contained in ConsultanYs proposal, for services to be
performed and reimbursable costs incurred under thi~ Agreement. In the event of a conflict between this Agreement
and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall
prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set
forth herein. The payments specified below shall be the only payments from City fo Consultant for services rendered
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one
person.
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EXHIBIT A TO RESOLUTION
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is
based upon Consuitant's estimated costs of providing the services required hereunder, including salaries and
benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation
hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and
its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions
beyond compensation required under this Agreement.
2.1 Invoices. Consultant shail submit invoices, not more often than once a month during the term of
this Agreement, based on the cost for services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
^ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
^ The beginning and ending dates of the bifiing period;
^ A Task Summary containing the original contract amount, the amount of prior billings, the
total due this period, the balance available under the Agreement, and the percentage of
completion;
^ At City's option, for each work item in each task, a copy of the applicable time entries or
time sheets shall be submitted showing the name of the person tloing the work, the hours
spent by each person, a brief description of the work, and each reimbursable expense;
^ The total number of hours of work performed under the Agreement by Consultant and each
employee, agent, and subcontractor of Consultant performing services hereunder, as well
as a separate notice when the total number of hours of work by Consultant and any
individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours,
which shall include an estimate of the time necessary to complete the work described in
Exhibit A;
^ The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, basetl on invoices received, for services
satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days
from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within
sixty (60) days after completion of the services and submittal to City of a final invoice, if all services
required have been satisfactorily perfarmed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this
Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by
Consultant in rendering services pursuant to this Agreement. City shall make no payment for any
extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of
compensation provided above either for a task or for the entire Agreement, unless the Agreement is
modified prior to the submission of such an invoice by a properly executed change order or
amendment.
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2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the
amounts shown on the following fee schedule:
2.6 Reimbursable Expenses. Reimbursable expenses are included in the total amount of
compensation provided under this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of empioyment taxes incurred
under this Agreement and any similar federai or state taxes.
2.8 Pavment upon Termination. In the event that the City or Consultant terminates this Agreement
pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and
reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of
termination. Consultant shall maintain adequate logs and timesheets in order to verify costs
incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or
incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the
Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and
expense, provide all facilities and equipment that may be necessary to perform the services required by this
Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only
under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably
necessary for Consultant's use while consulting with City.employees and reviewing records and the information in
possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of
City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including
but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction
facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at
its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance of the work hereunder by the
Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance
satisfactory in afl respects to the City. Consultant shall maintain the insurance policies required by this section
throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid.
Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required
insurance shall be submitted and made part of this Agreement prior to execution.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory
Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons
employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and
Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS
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($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to
meet those requirements, but only if the program of self-insurance complies fully with the provisions
of the California Labor Code. Determination of whether a self-insurance program meets the
standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The
insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and volunteers
for loss arising from work performed under this Agreement.
An endorsement shall state that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail,
return receipt requested, has been given to the City.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this Agreement in an
amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined
single limit coverage for risks associated with the work contemplated by this Agreement. If a
Commercial General Liability Insurance or an Automobile Liability form or other form with a
general aggregate limit is used, either the general aggregate limit shall apply separately to
the work to be performed under this Agreement or the general aggregate limit shall be at
least twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury, including death
resulting therefrom, and damage to property resulting from activities contemplated untler
this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coveraqe. Commercial general coverage shall be at least as broad as
Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed.
11/88) or Insurance Services Office form number GL 0002 (ed. 1173) covering
comprehensive General Liability and Insurance Services Office form number GL 0404
covering Broad Form Comprehensive General Liability. Automobile coverage shall be at
least as broad as Insurance Services Office Automobi-e Liability form CA 0001 (ed. 12/90)
Code 1("any auto"). No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the insurance
coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered as
insureds with respect to each of the following: liability arising out of activities
performed by or on behalf of Consultant, including the insured's general supervision
of Consultant; products and completed operations of Consultant; premises ownetl,
occupied, or used by Consultant; and automobiles owned, leased, or used by the
Consultant. The coverage shall contain no special limitations on the scope of
protection afforded to City or its officers, employees, agents, or volunteers.
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b. The insurance shall cover on an occurrence or an accident basis, and not on a
claims-made basis.
An endorsement must state that coverage is primary insurance with respect to the
City and its officers, officials, employees and volunteers, antl that no insurance or
self-insurance maintained by the City shall be calletl upon to contribute to a loss
under the coverage.
d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall
not affect coverage provided to CITY and its officers, empioyees, agents, and
volunteers.
e. An endorsement shall state that coverage shall not be suspended, voided, canceled
by either party, reduced in coverage or in limits, except after thirty (30) days' prior
written notice by certified mail, return receipt requested, has been given to the City.
4.3 Professional LiabilitY Insurance. Consultant, at its own cost antl expense, shall maintain for the
period covered by this Agreement professional liability insurance for licensed professionals
performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS
($1,000,000) covering the licensed professionals' errors and omissions.
4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice
by certified mail, return receipt requested, has been given to the City.
4.3.3 The policy must contain a cross liability or severability of interest clause.
4.3.4 The following provisions shall apply if the professional liability coverages are written on a
claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the
Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at
least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-
made policy form with a retroactive date that precedes the tlate of this Agreement,
Consultant must provide extended reporting coverage for a minimum of five years
after completion of the Agreement or the work, The City shall have the right to
exercise, at the Consultant's sole cost and expense, any extended reporting
provisions of the policy, if the Consultant cancels or does not renew the coverage.
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d. A copy of the claim reporting requirements must be submitted to the City prior to the
commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with
insurers with a Bests' rating of no less than A;VII.
4.4.2 Verification of coveraqe. Prior to beginning any work under this Agreement, Consultant
shall furnish City with certificates of insurance and with original endorsements effecting
coverage required herein. 7he certificates and endorsements for each insurance policy are
to be signed by a person authorized by that insurer to bind coverage on its behalf. The City
reserves the right to require complete, certified copies of all requiretl insurance policies, at
any time.
4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies
or shall furnish separate certificates and endorsements for each subcontractor. All
coverages for subcontractors shall be subject to all of the requirements stated herein.
4.4.4 Variation. The City may approve a variatiori in the foregoing insurance requirements, upon
a determination that the coverages, scope, limits, and forms of such insurance are either not
commercially available, or that the City's interests are otherwise fully protected.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the
approval of City for the self-insured retentions and deductibles before beginning any of the
services or work called for by any term of this Agreement.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Atlministrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond, guaranteeing payment
of losses and related investigations, claim administration, and defense expenses that is
satisfactory in all respects to each of them.
4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section
is reduced, limited, or materially affected in any other manner, Consultant shall provide
written notice to City at Consultant's earliest possible opportunity and in no case later than
five days after Consultant is notified of the change in coverage.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, City may, at its sole option exercise any of the following remedies, which are alternatives
to other remedies City may have and are not the exclusive remetly for Consultant's breach:
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^ Obtain such insurance and tleduct and retain the amount of the premiums for such insurance
from any sums due under the Agreement;
^ Order Consultant to stop work under this Agreement or withhold any payment that becomes due
to Consultant hereunder, or both stop work and withhold any payment, until Consultant
demonstrates compliance with the requirements hereof; antl/or
^ Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify,
defentl with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents,
and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action
arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal,
state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent
acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held
strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when
(1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or wiliful
misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its
employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to. property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold harmless inciudes the duty to
defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and
endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and
hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for
damages whether or not such insurance policies shall have been determined to apply. By execution of this
Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of
consideration. .
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this
Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System
(PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold
harmless City for the payment of any employee andlor employer contributions for PERS benefits on behalf of
Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on
such contributions, which would otherwise be the responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an
independent contractor and shall not be an employee of City. City shall have the right to control
Consultant only insofar as the results of Consultant's services rentleretl pursuant to this Agreement
and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Consultant accomplishes services rendered pursuant to this
Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or
ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors
providing services under this Agreement shall not qualify for or become entitled to, and hereby
agree to waive any and afl claims to, any compensation, benefit, or any incident of employment by
City, inclutling but not limited to eligibility to enroll in the California Public Employees Retirement
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System (PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Aqent. Except as City may specify in writing, Consultant shall have no authority,
express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall
have no authority, express or implied, pursuant to this Agreement to bind City to any obligation
whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant antl any subcontractors shall comply with all laws
applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal
assistance from another governmental entity, Consultant and any subcontractors shall comply with
all applicable rules and regulations to which City is bound by the terms of such fiscal assistance
program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its
employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals
of whatsoever nature that are legally required to practice their respective professions. Consultant
represents and warrants to City that Consultant and its employees, agents, any subcontractors shall,
at their sole cost and expense, keep in effect at all times during the term of this Agreement any
licenses, permits, and approvals that are legally required to practice their respective professions. In
atldition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the
term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal OpportunitY Consultant shall not discriminate, on the basis of a
person's race, religion, color, national origin, age, physical or mental handicap or disability, medical
condition, marital status, sex, or sexual orientation, against any employee, applicant for
employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for
any services or programs provided by Consultant under this Agreement. Consultant shall comply
with all applicable federal, state, and local laws, policies, rules, and requirements related to equal
opportunity and nondiscrimination in employment, contracting, and the provision of any services that
are the subject of this Agreement, including but not limited to the satisfaction of any positive
obligations r,equired of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by the
Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
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Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such
notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to
the effective tlate of termination; City, however, may condition payment of such compensation upon
Consultant tlelivering to City any or all documents, photographs, computer software, video and
audio tapes, and other materials provided to Consu~tant or prepared by or for Consultant or the City
in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement
beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment
to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants
such an extension, City shall have no obligation to provide Consultant with compensation beyond
the maximum amount provided forin this Agreement. Similarly, unless authorized by the Contract
Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable
expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting City and Consultant recognize and agree that this Agreement
contemplates personal performance by Consultant and is based upon a determinat'ion of
Consultant's unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial inducement to City for entering into this Agreement was and is the
professional reputation and competence of Consultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval of the Contract Administrator. Consultant
shall not subcontract any portion of the performance contemplated and provitled for herein, other
than to the subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this
Agreement allocating liability between City and Consultant shall survive the termination of this
Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this
Agreement, City's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work
protluct prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by
Consultant; or
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8.6.4 Charge Consultant the difference between the cost to complete the work described in
Exhibit A that is unfinished at the time of breach and the amount that City would have paid
Consultant pursuant to Section Z if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consuitant's Performance. All reports, data, maps, models, charts,
studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any
other documents or materials, in electronic or any other form, that Consultant prepares or obtains
pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of
the City. Consultant hereby agrees to deliver those documents to the City upon termination of the
Agreement. It is understood and agreed that the documents and other materials, including but not
limited to those described above, prepared pursuant to this Agreement may include portions of
Consultant's pre-existing intellectual property, and therefore will not be published, or distributetl on
the Internet or at conferences. City and Consultant agree that, until final approval by City, all data,
plans, specifications, reports and other documents are confidential and will not be released to third
parties without prior written consent of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or
relating to charges for services or expenditures and disbursements charged to the City under this
Agreement for a minimum of three (3) years, or for any longer period required by law, from the date
of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement
requires Consultant to maintain shall be made available for inspection, audit, andlor copying at any
time during regular business hours, upon oral or written request of the City. Under California
Government Code Section 8546.7, if the amount of public funds expended under this Agreement
exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the
examination and audit of the State Auditor, at the request of City or as part of any autlit of the City,
for a period of three (3) years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory
relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The
court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other untler this Agreement, the
parties agree that trial of such action shall be vested exclusively in the state courts of California in
the County of Alameda or in the United States District Court for the Northern District of California.
10.3 Severabilitv. If a court of competent juristliction finds or rules that any provision of this Agreement
is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in
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full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement
does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall
apply to and bind the successors antl assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and
other printed material on recycled paper to the extent it is available at equal or less cost than virgin
paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the
corporate limits of City or whose business, regardless of location, would place Consultant in a
"conflict of interest," as that term is defined in the Political Reform Act, cotlified at California
Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No
officer or employee of City shall have any financial interest in this Agreement that would violate
California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an
employee, agent, appointee, or official of the City. If Consultant was an employee, agent,
appointee, or official of the City in the previous twelve months, Consultant warrants that it did not
participate in any manner in the forming of this Agreement. Consultant understands that, if this
Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void
and Consultant will not be entitled to any compensation for services performetl pursuant to this
Agreement, including reimbursement of expenses, antl Consultant will be required to reimburse the
City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing,
it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview
related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Julie Carter, Assistant to the
City Manager ("Contract Administrator"). All correspondence shall be directed to or through the
Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Diane Gladwell, President
Gladwell Governmental Services
P. 0. Box 62
Lake Arrowhead, CA 92352
Consulting Services Agreement between September 6, 2011
City of Dublin and Gladwell Governmental Services, Inc. Page 11 of 12
Any written notice to City shall be sent to:
Caroline Soto, City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first
page of a technical report, first page of design specifications, and each page of construction
drawings shall be stamped/sealed and signed by the licensed professional responsible for the
repo~/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of
Registered Professional with repo~/design responsibility," as in the following example.
Seal and Signature of Registered Professional with
repo~/design responsibility.
10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein
as Exhibit A, represents the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either written or oral.
CITY OF DUBLIN
CONSULTANT
Joni Pattillo, City Manager
Consulting Services Agreement between
City of Dublin and Gladwell Governmental Services, Inc.
September 6, 2011
Page 12 of 12
EXHIBIT A
SCOPE OF SERVICES
Under the Direction of the City Clerk, and in compliance with the Records Retention Implementation Plan, all City
policies and procedures, Gladwell Governmental Services, Inc. (Consultant) will provide the following services to the
City of Dublin.
The sequence of activities may be changed as directed by the City, who is under no obligation to use all of the
services proposed. Consultant will not charge the City for any unused portion of the project.
The consultant or the City, will acquire the services of two clerical contract employees through a temporary
employment services company. If the consultant acquires the services of the temporary employees, the City agrees
to pay a 25 cents an hour premium to the Consultant to cover billing and other administrative expenses. The
clerical / contract employees will be trained by the consultant, who will direct their activities. The City may
participate in the selection, supervision, evaluation, and dismissal of the employee(s), who shall abide by all City
policies and procedures.
The consultant shall provide the specifications for the skills of the contract temporary employees, whether or not
they are acquired through the City or the Contractor.
The consultant shall provide a weekly update to the City Clerk of all hours used, activities, and achievements and a
project status on a weekly basis. The contract temporary employees will be included in the weekly summary,
whether or not they are contracted with the City or the Consultant.
It is recognized that the Consultant has other clients, and may not be on site supervising the contract temporary
employees every day; however, clear direction, policies and procedures will be provided to the contract temporary
employees, and all of the more complex analysis, procedures, and preparation will be provided by the Consultant.
All policies and procedures will be provided to the City, who shall be allowed to make whatever changes they deem
appropriate by notifying the Consultant via e-mail or other writing.
It is also recognized that the boxes and/or file drawers contain records that may be very unorganized, and require
more time than estimated to organize and inventory. The consultant and contact temporary employees shall only
charge for time actually provided; the City can authorize more time allotted to the estimate for each activity at their
discretion. .
The following activities were outlined in the Records Retention Implementation Plan. At the direction of the City
Clerk, the following Activities will be provided by the Consultant:
All estimates are provided with the following rates:
GGS / Consultant: $90/hr +$450 per day travel reimbursement
Contract Temporary Employees: $15/hr, no travel reimbursement
1.2: DRFA Files (30 boxes)
GGS: $720 + $450 Travel Reimbursement: $1,170
Contract Temporary Employees: $240
3.1: City Hall - 2"d Floor Central Files (City Clerk's high density system)
GGS: $3,700 + $2,300 Travel Reimbursement: $6,000
Contract Temporary Employees: $1,220
3.2: Outback - Community Development Cage / Convert to Boxed Storage
GGS: $2,400 + $1,500 Travel Reimbursement: $3,900
Contract Temporary Employees: $800
Consulting Services Agreement between September 6, 2011
City of Dublin and Gladwell Governmental Services, Inc. Page 1 of 2
Exhibit A to Agreement
3.3: Outback - Public Works Cage / Convert to Boxed Storage
GGS: $6,800 + 4,300 Trave{ Reimbursement: $11,100
Contract Temporary Employees: $2,260
3.4: Outback - Supervise the Move of Boxes to New Shelving
GGS: $720 + $450 Travel Reimbursement: $1,170
Contract Temporary Employees: $240
3.5: Scarlett Court - Community Development #246
GGS: $2,340 + $1,500 Travel Reimbursement: $3,840
Contract Temporary. Employees: $800
3.6: Scarlett Court - Public Works #A177 (Audit to determine what has been imaged)
GGS: $1,500 + $900 Travel Reimbursement: $2,400
Contract Temporary Employees: $480
3.10: Library - Annex / Training Room
GGS: $780 + $480 Travel Reimbursement: $1,260
Contract Temporary Employees: $260
TOTAL ESTIMATED COSTS:
GGS: $30,840 (includes travel reimbursement expenses)
Contract Temporary Employees: $6,300
TOTAL, including Temporary Employees: $37,140
Consulting Services Agreement between September 6, 2011
City of Dublin and Gladwell Goverrimental Services, Inc. Page 2 of 2