HomeMy WebLinkAboutCM 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