Loading...
CM Finance Management Services; RGSDocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 Agreement for Management and Administrative Services This Agreement for Management and Administrative Services ("Agreement") is made and entered into as of the 16th day of December 2016, by and between the City of San Rafael, a municipal agency ("Agency"), and Regional Government Services Authority (RGS), a joint powers authority, (each individually a "Party" and, collectively, the "Parties"). RECITALS This Agreement is entered into with reference to the following facts and circumstances: A. That Agency desires to engage RGS to render a range of services to it; B. That RGS is a management and administrative services provider and is qualified to provide such services to the Agency; and C. That the Agency has elected to engage the services of RGS upon the terms and conditions as hereinafter set forth. TERMS AND CONDITIONS Section 1. Services. The services to be performed by RGS under this Agreement shall include the services set forth in the attached Exhibits A and B (the "Exhibits"), which are incorporated by reference herein. Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in the Exhibits. 1.1 Standard of Performance. RGS shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the types of services that RGS agrees to provide in the geographical area in which RGS operates. 1.2 Lead Advisor. To ensure quality and consistency for the services provided, RGS also assigns a lead advisor to the Agency. The lead advisor is available to assigned RGS staff and to Agency management and will check in regularly with both to address program/project directives. Typically lead advisor time is not billed to the agency, with some exceptions where significant programmatic direction is provided. 1.3 Selection of Services. Agency may request that RGS provide additional services described in the Exhibits. If RGS agrees to provide those services, the addition of services may be confirmed in a letter or email, at the Agency's request, RGS will prepare Amendments to this Agreement to add terms specific to the service not otherwise provided. 1.4 Reassignment of Personnel. Assignment of personnel to provide the services described in the Exhibits is in the sole discretion of RGS. In the event that Agency, at any time during the term of this Agreement, desires the reassignment of personnel, Agency may make a request to RGS and RGS shall meet and confer in good faith to address the issue of concern, including but not limited to reassigning such person or persons. Agreement for Management and Administrative Services Page 2 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 1.5 Time. RGS shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance described above and to provide the services described in the Exhibits. Section 2. Term of Aereement and Termination. Services shall remain in force for two years after the date of the agreement, at which time the services hereunder may continue on a month-to-month basis until the "not -to -exceed" annual amount specified in Exhibit A has been reached, at which point the parties shall either amend or terminate this Agreement. This Agreement may be terminated by either Party, with or without cause, upon 30 days' written notice. Agency has the sole discretion to determine if the services performed by RGS are satisfactory to the Agency, which determination shall be made in good faith. If the Agency determines that the services performed by RGS are not satisfactory, the Agency may terminate this Agreement by giving written notice to RGS. Upon receipt of notice of termination by either Party, RGS shall cease performing duties on behalf of Agency on the termination date specified and the compensation payable to RGS shall include only the period for which services have been performed by RGS. Section 3. Compensation. Payment under this Agreement shall be as provided in the Exhibits for a total not - to -exceed amount of $543,000. Section 4. Effective Date. This Agreement shall become effective as of the date first herein above written. Section 5. Relationship of Parties. 5.1 It is understood that the relationship of RGS to the Agency is that of an independent contractor and all persons working for or under the direction of RGS are its agents or employees and not agents or employees of Agency. The Agency and RGS shall, at all times, treat all persons working for or under the direction of RGS as agents and employees of RGS, and not as agents or employees of the Agency. Agency shall have the right to control RGS only insofar as the results of RGS' services rendered pursuant to this Agreement. 5.2 RGS shall provide services under this Agreement through one or more employees of RGS qualified to perform services contracted for by Agency. The positions of RGS staff who will coordinate services to the Agency are indicated in the Exhibits. The Executive Director of RGS or assigned supervising RGS staff will consult with Agency on an as - needed basis to assure that the services to be performed are meeting Agency's objectives. 5.3 Agency shall not have the ability to direct how services are to be performed, specify the location where services are to be performed, or establish set hours or days for performance of services, except as set forth in the Exhibits. 5.4 Agency shall not have any right to discharge any employee of RGS from employment. 5.5 RGS shall, at its sole expense, supply for its employees providing services to Agency pursuant to this Agreement any and all benefits, such as worker's compensation, disability insurance, vacation pay, sick pay, or retirement benefits; obtain and maintain all licenses and permits usual or necessary for performing the services; pay any and all taxes incurred as a result of the employee(s) compensation, including employment or other taxes; and provide Agency with proof of payment of taxes on demand. Agreement for Management and Administrative Services Page 3 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 Section 6. Loss Occurrence Coverage. RGS is self-insured and maintains loss occurrence coverage through its membership in the Municipal Insurance Cooperative ("MIC"), a California Joint Powers Authority, which is a risk purchasing joint powers authority. Consistent with sections 990.4 and 990.8 of the Government Code, the MIC provides coverage to RGS, in excess of its member retained limit, 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 RGS and its agents, representatives, employees, and subcontractors. 6.1 Workers' Compensation Coverage. 6.1.1 General requirements. RGS shall, at its sole cost and expense, maintain Workers' Compensation coverage and Employer's Liability coverage with limits of not less than $1,000,000.00 per occurrence. 6.1.2 Waiver of subrogation. The Workers' Compensation coverage shall be endorsed with or include a waiver of subrogation in favor of the Agency for all work performed by RGS, its employees, agents, and subcontractors. 6.2 Commercial General. Automobile. and Professional Liabilitv Coverages 6.2.1 General requirements. RGS, at its own cost and expense, shall maintain commercial general and automobile liability coverage for the term of this Agreement in an amount not less than $2,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. RGS shall additionally maintain commercial general liability coverage in an amount not less than $2,000,000 aggregated for bodily injury, personal injury, and property damage. 6.2.2 Minimum scope of coverage. The MIC MOC is not written on ISO forms but provides coverage at least as broad as the latest version of the following: (A) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (B) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 001, code 1 (any auto). 6.3 Professional Liability Insurance. RGS, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability coverage for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. 6.4 All Policies Requirements. 6.4.1 Coverage requirements. Each of the following shall be included in the coverage or added as an endorsement: a. Agency and its officers, employees, agents, and volunteers shall be covered as additional covered parties with respect to RGS' general commercial, and automobile coverage for claims, demands, and causes of action arising out Agreement for Management and Administrative Services Page 4 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 of or relating to RGS' performance of this Agreement and to the extent caused by RGS' negligent act, error, or omission. b. An endorsement to RGS' general commercial, and automobile coverages must state that coverage is primary with respect to the Agency and its officers, officials, employees and volunteers. C. All coverages shall be on an occurrence or an accident basis, and not on a claims -made basis. 6.4.2 Acceptability of coverage Droviders. All coverages required by this section shall be acquired through providers with a Bests' rating of no less than A: VII or through sources that provide an equivalent level of reliability. 6.4.3 Verification of coverage. Prior to beginning any work under this Agreement, RGS shall furnish Agency with notifications of coverage and with original endorsements effecting coverage required herein. The notifications and endorsements are to be signed by a person authorized by the Municipal Insurance Cooperative to bind coverage on its behalf. The Agency reserves the right to require complete, certified copies of all Memorandums of Coverage at any time. 6.4.4 Subcontractors. RGS shall include all subcontractors as insureds under its coverage or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 6.4.5 Variation. During the term of this agreement, RGS may change the insurance program in which it participates. RGS will provide reasonable notice of any such change to Agency and replacement copies of Certificates of Coverage and endorsements. 6.4.6 Deductibles and Self -Insured Retentions. RGS shall disclose any self-insured retention if Agency so requests prior to performing services under this Agreement or within a reasonable period of time of a request by Agency during the term of this Agreement. 6.4.7 Maintenance of Coverages. The coverages stated herein shall be maintained throughout the term of this Agreement and proof of coverage shall be available for inspection by Agency upon request. 6.4.8 Notice of Cancellation or Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, RGS shall provide written notice to Agency at RGS earliest possible opportunity and in no case later than five days after RGS is notified of the change in coverage. Section 7. Legal Requirements. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. Agreement for Management and Administrative Services Page 5 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 7.2 Compliance with Applicable Laws. RGS and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Reporting Requirements. If there is a statutory or other legal requirement for RGS to report information to another government entity, RGS shall be responsible for complying with such requirements. 7.4 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, RGS and any subcontractors shall comply with all applicable rules and regulations to which Agency is bound by the terms of such fiscal assistance program. 7.5 Licenses and Permits. RGS represents and warrants to Agency that RGS and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to provide the services contemplated by this Agreement. RGS represents and warrants to Agency that RGS and its employees, agents, and 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. 7.6 Nondiscrimination and Equal Opportunitv. RGS 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 under this Agreement. RGS 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. Section 8. Keeping and Status of Records. 8.1 Records Created as Part of RGS' Performance. All final versions of 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 RGS prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Agency. RGS hereby agrees to deliver those documents to the Agency upon termination of the Agreement, if requested. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Agency and are not necessarily suitable for any future or other use. 8.2 Confidential Information. RGS shall hold any confidential information received from Agency in the course of performing this Agreement in trust and confidence and will not reveal such confidential information to any person or entity, either during the term of the Agreement or at any time thereafter. Upon expiration of this Agreement, or termination as provided herein, RGS shall return materials which contain any confidential information to Agency. For purposes of this paragraph, confidential information is defined as all information disclosed to RGS which relates to Agency past, present, and future activities, as well as activities under this Agreement, which information is not otherwise of public Agreement for Management and Administrative Services Page 6 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-BFFF-C28B5F9E5324 record under California law. Agency shall notify RGS what information and documents are confidential and thus subject to this section 8.2. 8.3 RGS Books and Records. RGS 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 Agency under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment under this Agreement. 8.4 Inspection and Audit of Records. Any records or documents that Section 8.3 of this Agreement requires RGS to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Agency. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of Agency or as part of any audit of the Agency, for a period of three years after final payment under the Agreement. Section 9. Non -assignment. This Agreement is not assignable either in whole or in part without the written consent of the other party. Section 10. Amendments. This Agreement may be amended or modified only by written Agreement signed by both Parties. Section 11. Validitv. The invalidity, in whole or in part, of any provisions of this Agreement shall not void or affect the validity of any other provisions of this Agreement. Section 12. Disputes. Should any dispute arise out of this Agreement, Agency agrees that it shall only file a legal action against RGS, and shall not file any legal action against any of the public entities that are members of RGS. Section 13. Governing Law/Attornevs' Fees. This Agreement shall be governed by the laws of the State of California and any suit or action initiated by either party shall be brought in Alameda County, California. In the event of litigation between the Parties hereto to enforce any provision of the Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs of litigation. Section 14. Mediation. Should any dispute arise out of this Agreement, the Parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the Parties. If a mediated settlement is reached, neither Party shall be deemed the prevailing party for purposes of the settlement and each Party shall bear its own legal costs. Section 15. Emplovment Offers to Our Staff. Should the Agency desire to offer permanent or temporary employment to an RGS employee who is either currently providing RGS services to the Agency or has provided RGS services to the Agency within the previous six months, Agency will be charged a fee equal to the full-time cost of the RGS employee for one month, using the most recent RGS bill rate for the RGS employee's services to the Agency. This fee is to recover RGS' Agreement for Management and Administrative Services Page 7 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 expenses in recruiting the former and replacement RGS staff. Section 16. Entire Agreement. This Agreement, including the Exhibits, comprises the entire Agreement. Section 17. Indemnification. 17.1 RGS' indemnity obligations. RGS shall indemnify, defend, and hold harmless Agency and its legislative body, boards and commissions, officers, and employees ("Indemnitees") from and against all claims, demands, and causes of action by third parties, including but not limited to attorneys' fees, arising out of RGS' performance of this Agreement, to the extent caused by RGS' negligent act, error, or omission. Nothing herein shall be interpreted as obligating RGS to indemnify Agency against its own negligence or willful misconduct. 17.2 Agencv's indemnitv obligations. Agency shall indemnify, defend and hold harmless RGS and its officers, directors, employees and agents from any and all claims and lawsuits where such persons are named in the lawsuit solely by virtue of them temporarily staffing a position with Agency, or solely because of a duty any of them performs while temporarily staffing that position. It is the intent of the parties here to define indemnity obligations that are related to or arise out of Agency's actions as a governmental entity. Thus, Agency shall be required to indemnify and defend only under circumstances where a cause of action is stated against RGS, its employees or agents: a. which is unrelated to the skill they have used in the performance of the duties delegated to them under this Agreement; b. when the allegations in such cause of action do not suggest the active fraud or other misconduct of RGS, its employees, or agents; or c. where an Agency employee, if he had been acting in a like capacity, otherwise would be acting within the scope of that employment. Whenever Agency owes a duty hereunder to indemnify RGS, its employees or agents, Agency further agrees to pay RGS a reasonable fee for all time spent by any RGS employee, or spent by any person who has performed work pursuant to this Agreement, for the purpose of preparing for or testifying in any suit, action, or legal proceeding in connection with the services the assigned employee has provided under this Agreement. 17.3 Obligations and indemnitv related to Pension Plans. a. RGS and Agency acknowledge and agree that, if Agency contracts with defined benefit pension plans for retirement benefits, it is possible that those plans may determine that RGS employees providing services pursuant to this Agreement are common-law employees of Agency and should be enrolled in a particular pension plan as employees of Agency, which possibility is the same as if Agency were contracting with a private consulting firm. Pursuant to Section 5.1 of this Agreement, Agency has an obligation to treat all persons working for or under the direction of RGS as agents and employees of RGS, and not as agents or employees of the Agency. Agreement for Management and Administrative Services Page 8 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-BFFF-C28B5F9E5324 b. In the event that any pension retirement plan initiates an audit of Agency that includes examination of whether individuals providing services to Agency are Agency's common-law employees, Agency shall inform RGS within five days and share all communications and documents from the pension plan that it may legally share. Agency and RGS shall cooperate to determine the manner of responding to the inquiry and what, if any, documents to provide. Agency agrees not to ask RGS employees for personally identifying information In the event that a preliminary determination is that one or more RGS employees are common-law employees of Agency, Agency shall promptly inform RGS and share all communications and documents from the pension plan that it may legally share. RGS and Agency shall cooperate in determining how to respond to the direction from the pension plan in its preliminary determination, including but not limited to whether and how to make any corrections described in the preliminary determination. d. RGS and Agency each reserves the right to file an administrative appeal of a pension plan determination that an RGS employee is a common-law employee of Agency and should be enrolled in the pension plan as an employee of Agency, and to challenge such a decision in court. Agency assigns to RGS its right to file an administrative appeal of such a determination, if Agency does not itself file an administrative appeal. In the event that either RGS or Agency files an administrative appeal or court challenge of such a determination, RGS and Agency each agree to cooperate with each other in pursuit of the action. Section 18. Notices. All notices required by this Agreement shall be given to Agency and RGS in writing, by first class mail, postage prepaid, or by email transmission addressed as follows: Agency: City of San Rafael Jim Schutz, City Manager 14005 th Avenue San Rafael, CA 94901 Email: City.Manager@cityofsanrafael.org RGS: Regional Government Services Authority P. O. Box 1350 Carmel Valley, CA 93924 Email: contracts(ax2s.ca.I?o, Notice by email transmission shall be deemed given upon verification of receipt if received before 5:00 p.m. on a regular business day or else on the next business day. [SIGNATURES ON FOLLOWING PAGE] Agreement for Management and Administrative Services Page 9 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date first written by their respective officers duly authorized on their behalf. DATED: 12/20/2016 , 2016 APPROVED AS TO FORM: DATED: iz/20/zo16 '2016 ATTEST: DATED: 12/20/2016 , 2016 DATED: 12/20/2016, 2016 APPROVED AS TO FORM: DATED: 22016 City of San Rafael By: 51% S&4'� _— Jim Schutz, City Manager By: Robert F. Epstein, City Attorney Esther Beirne, City Clerk Regional Government Services Authority By: ecu. I Richard H. Averett, Executive Director Lo Sky Woodruff, Authority Counsel Agreement for Management and Administrative Services Page 10 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Enveinpe ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 REGIONAL L GOVERNMENT ,-. SERVICES SERVING PUBLIC AGENCIES SINCE 2002 Preamble: The agreement for services described below is also an agreement to engage in a relationship between organizations — agency partners. In order to establish a mutually respectful relationship as well as a productive one, RGS has adopted the following values and business methods. Our Values • Expert Services: RGS serves exclusively public sector agencies with its team of public -sector experts. • Innovation: RGS encourages and develops innovative and sustainable services to help each agency meet its challenges through new modes of service provision. • Customer Driven: RGS customizes solutions to achieve the right level and right kind of service at the right time for each agency's unique organizational needs. • Perseverance: Sometimes the best solutions are not immediately apparent. RGS listens, works with you, and sticks with it until a good fit with your needs is found. • Open Source Sharing: RGS tracks emerging best practices and shares them, learning openly from each other's hard won experience. • Commitment: Government agencies are the public's only choice for many services. Public trust is earned and must be used wisely. And RGS will do its part. Each agency should and will know how RGS sets its rates. RGS' pledge to you is that we will act with honesty, openness, and full transparency. How RGS Does Business When your agency works with RGS you can expect: • RGS will strive to be explicit up front and put our understandings in writing. Before making assumptions, we hope to talk directly to prevent any misunderstandings. • Ongoing interaction throughout our relationship to ensure that your needs are being met, and that projects progress appropriately and agreed-upon timelines are met. • RGS is committed to honest interaction. • When RGS employees are on your site, we expect them to treat people respectfully and be treated respectfully. If problems arise, we want to communicate early, accurately, and thoroughly to ensure that we find mutually acceptable solutions. • As a public agency, partnering is valued. We look out for each agency's interests consistent with maintaining the public trust. • To keep expectations realistic, it is important to understand that RGS is a governmental, joint powers authority evolving to meet changing local government needs. RGS has carefully constructed policies and procedures to allow maximum flexibility to meet your needs. P.O. BOX 1350 1 CARMEL VALLEY, CA 93924 1 844-587-7300 1 WWW.RGS.CA.GOV DocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 Exhibit A Compensation. 1. Fees. The Agency agrees to pay to RGS the hourly rates set forth in the tables below for each RGS employee providing services to Agency, which are based in part on RGS' full cost of compensation and support for the RGS employee(s) providing the services herein described. RGS and Agency acknowledge and agree that compensation paid by Agency to RGS under this Agreement is based upon RGS' costs of providing the services required hereunder, including salaries and benefits of employees. The parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities for which RGS may be obligated for its employees or may otherwise be contractually obligated. Consequently, the parties agree that adjustments to the hourly rate shown below for "RGS Staff' will be made for changes to the salary and/or benefits costs provided by RGS to such employee. On July 1 of each year, RGS' hourly bill rates will be adjusted by the percentage change in the Employment Cost Index (total compensation - not seasonally adjusted) for state and local government workers ("ECI") from March of the prior year to March of the current year. Irrespective of the movement of the ECI, RGS will not adjust its hourly rates downward; nor will RGS adjust its hourly rates upward in excess of a two and one- half percentage (2.5%) change excepting instances where there was no increase in the prior year's hourly rates. In that event, RGS will adjust its hourly rates by the full percentage change in the ECI from March of the prior year to March of the current year. 2. Reimbursement of RGS' Administrative Cost. The Agency shall reimburse RGS for overhead as part of the hourly rate specified below, and direct external costs. Support overhead costs are those expenses necessary to administering this Agreement, and are included in the hourly rate. Direct external costs, including such expenses as travel or other costs incurred for the exclusive benefit of the Agency, will be invoiced to the Agency when received and without mark-up. These external costs will be due upon receipt. 3. Terms of Pavment. RGS shall submit invoices monthly for the prior month's services. Invoices shall be sent approximately 10 days after the end of the month for which services were performed and are due and shall be delinquent if not paid within 30 days of receipt. Delinquent payments will be subject to a late payment carrying charge computed at a periodic rate of one-half of one percent per month, which is an annual percentage rate of six percent, which will be applied to any unpaid balance owed commencing 7 days after the payment due date. Additionally, in the event the Agency fails to pay any undisputed amounts due to RGS within 15 days after payment due date, then the Agency agrees that RGS shall have the right to consider said default a total breach of this Agreement and the duties of RGS under this Agreement may be terminated by RGS upon 5 working days' advance written notice. Pavment Address. All payments due RGS shall be paid to: Regional Government Services Authority PO Box 1350 Carmel Valley, CA 93924 [EXHIBIT A CONTINUES ON FOLLOWING PAGE] Agreement for Management and Administrative Services Page 11 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-8FFF-C28B5F9E5324 AGENCY CONTACTS Agencv BillinLy Contact. Invoices are sent electronically only. Please provide the contact person to whom invoices should be sent: NAME EMAIL Van Bach van.bach@cityofsanrafael.org A2encv Insurance Contact. Please provide the contact person to whom the certificate of coverage should be sent: NAME Esther C. Beirne, City Clerk RGS STAFF ADDRESS esther.beirne@cityofsanrafael.org City of San Rafael 14005 1h Avenue San Rafael CA 94901 CLASSIFICATION HOURLY RATE* Lead Advisor, RGS Services I $164.12 Senior Advisor $115 to $140 Program Advisor I $105 to $125 Project Advisor I $95 to $110 Project Coordinator $65 to $80 *The Hourly Rate does not include direct external costs which will be invoiced to the Agency with no markup and will fall outside of the not -to -exceed (if established) for services provided. Invoicing will be for hours in a paid status in hourly increments. Some positions may be on site for partial or full days, while others may work from remote locations more frequently, as needed. Agreement for Management and Administrative Services Page 12 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 DocuSign Envelope ID: 26FA40B8-0464-47CE-BFFF-C28B5F9E5324 Exhibit B Scope of Services. RGS shall assign an RGS employee or employees to perform the functions as described below: • Perform the tasks as identified in the scope of work, and as assigned by the lead advisor. • Be reasonably available to perform the services during the normal work week at the Agency offices or at other locations; hours may be worked in less than full-day increments. • Meet regularly and as often as necessary for the purpose of consulting about the scope of work performed with the appropriate agency project manager and with the RGS lead. • Perform other duties as are consistent with the services described herein and approved by the RGS lead advisor. • Perform related work as required and as approved by the RGS lead advisor. Assignment 1: The RGS Services Lead Advisor will perform a variety of strategic and operational professional - level financial activities, for a not -to -exceed amount of $250,000 for each year of the term of this Agreement: • Reviewing fiscal policies and making recommendations to the chief executive, finance committee, and legislative body. • Managing the development of the preliminary and final annual operating budgets. • Managing the production of the year-end financial statements. • Consulting with operating departments in the areas of fiscal policy, resource allocation, and accounting. • Coordinate the Capital financing team (financial advisor, bond council, disclosure council, trustee, etc.) and consult with chief executive's office and finance committee on the financial of the San Rafael Essential Faculties construction project. Advising finance staff in areas impacting finance operations, including input into employee performance; following up on operational issues; supporting strategic and day-to-day departmental operations; overseeing payroll; interacting with human resources to ensure legal and contractual compliance; recommending long-term department and organizational strategic goals; meeting with representatives and others on behalf of the City to explain financial policy issues; signing a variety of routine documents and preparing other documents for the chief executive to sign. Assignment 2: The RGS Senior Project Advisor will perform accounting and process review relating to recreation registration system including procedure documentation in preparation for 2017 software implementation for recreation and child care services. Based on the hourly billing rate for the Project Advisors assigned, this provides a total of approximately 300 billable hours at a rate of $110.00 for a total not to exceed amount of $33,000. Assignment 3: The RGS Senior Advisor will perform a variety of professional -level financial review and analysis duties related to business licenses staffing, procedures, and processes, for a total not to exceed amount of $10,000. Agreement for Management and Administrative Services Page 13 of 13 Between the City of San Rafael and Regional Government Services Authority September 30, 2016 meyers i nave 555 12`h Street, Suite 1500 Oakland, California 94607 tel(510)808-2000 fax(510)444-1108 www.meyersnave.com MEMORANDUM DATE: December 20, 2016 TO: Jack Blyskal, Contracts Administrator Regional Gouen ment Services FROM: Sky Woodruff, Authority Counsel BY: Lauren Quint, Associate Attorney COPY: Richard Averett, Executive Director Sky Woodruff Attorney at Law Direct Dial: (510) 808-2000 swoodruff@meyersnave.com RE: Regional Government Services Contract with the City of San Rafael The City of San Rafael is a current client of Meyers Nave on an unrelated matter. In order for our firm to review the attached agreement, we would be required to obtain a waiver from both Regional Government Services and the City of San Rafael. (California Rules of Professional Conduct, Rules 3-310(B), 3-310(C) and 3-310(E)). To avoid the waiver process, and at Mr. Blyskal's request, we will not review the agreement. SW:LQ 2748607.1 CONFIDENTIAL: This material is subject to the attorney-client andlor attorney work product privileges. Do not disclose the contents hereof. Do not file with publicly accessible records. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA SAN DIEGO