HomeMy WebLinkAboutCM City Council Retreat Facilitation AgreementAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND JACOB GREEN & ASSOCIATES, INC FOR CITY COUNCIL RETREAT FACILITATION SERVICES This Agreement is made and entered into as of Dec 8, 2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and JACOB GREEN & ASSOCIATES, INC, a California Corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated October 10, 2024 ("Proposal") set forth in Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT a fixed fee Rev 08 22 in the amount of $14,000 for retreat facilitation services and at the unit rates for the assessment tool and expenses, as further described in Exhibit A, provided that the total amount payable under this Agreement does not exceed $14,500. CONSULTANT will bill City for Services provided by CONSULTANT, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 1, 2025. 4. PROJECT COORDINATION. A. CITY'S Project Manager. Cristine Alilovich, City Manager is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Jacob Green, President/CEO is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. v 08 22 2 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 0822 4 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To CITY's Project Manager: Cristine Alilovich, City Manager 1400 Fifth Avenue San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Jacob Green, President/CEO 13217 Jamboree Road 248 Tustin, CA 92782 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, v 08 22 agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. X0822 6 [Signatures are on the following page.] X0822 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: Cristine Alilovich (Dec 9, 202418:59 PST) CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney ko&r'E- P &Agffk Robert F. Epstein (Dec 2,'2024 16:48 PST) By: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk - Saw N mi (fog) Brenn] Nutmi(!oi((Dec9,202407S 6PS , LINDSAY LARA, City Clerk 08 22 8 CONSULTANT: ,7acob CiYBBN Jacob Green IN, 2.2024 09:56 PSTI By: Jacob Green Name: Jacob Green Title: President/CEO [If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Title: EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT's proposal, which is attached to this Exhibit A. Rev. 08 22 A-1 PROPOSAL FOR COUNCIL RETREAT FACILITATION SERVICES OCTOBER, 2024 in. v Cover Letter LETTER FROM CEO JACOB GREEN Page 1 Section A SCOPE OF SERVICES Pages 2 - 4 Section B YOUR TEAM Pages 5 - 9 Section C COST PROPOSAL Pages 10 -11 JACOB GREEN Cristine Alilovich, City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Dear City Manager Alilovich, 1.888.4.JGA.IST I INFO@JACOBGREENANDASSOCIATES.COM October 10, 2024 Thank you for reaching out to Jacob Green & Associates (JGA) for City Council Retreat Facilitation Services. Based on our previous discussion, we understand that the City of San Rafael is seeking a Council facilitation session focused on the following outcomes: 1. Review and Update of the Council Agreements 2. Role Clarity Training and Discussion 3. Process Alignment Moving Forward JGA specializes in providing services to public sector organizations and has extensive experience in creating alignment between the community, Council, and staff. The team at JGA has over 600 combined years of experience serving as leaders in local government and overseeing the vision for organizational success. The team assigned to this project understands how important City Council cohesion and alignment are in the teambuilding process. . We are excited about the opportunity to continue our partnership with the City of San Rafael. Sincerely, Jacob Green President & CEO PAGE 1 JACOB GREEN SCOPE OF SERVICES SECTION A JACOB GREEN PAGE 2 S,, I 0,;A I L. SCOPE OF SERVICES JGA's facilitation team will craft a four-hour customized Council retreat designed specifically for the City of San Rafael. Recognizing that top -performing teams benefit from stepping away from the daily grind, our program focuses on enhancing team cohesion, increasing engagement, and aligning your Council for future success. JGA's teambuilding/goal setting services are tailored to meet your unique needs, providing opportunities to reflect on current operations and ensure your team is prepared for future changes and challenges. Our facilitation approach allows all team members to actively participate in discussions, avoiding the need for any one member to take on the facilitator role and miss out on contributing to the dialogue. While the final agenda is subject to client direction, we have put together the following customized facilitated services to meet the needs of the City: PRE -RETREAT TASKS • Pre -Retreat Alignment Meeting: We will hold virtual meetings with the City Manager, Mayor, and City Attorney to discuss retreat intentions, outline logistics, and review relevant materials. • Council Survey: Our team may conduct a survey of each councilmember to solicit input for retreat success. RETREAT FACILITATION JGA will guide the City Council through the following three sessions: 1. Review and Update of the Council Agreements - This session focuses on revisiting the foundational guidelines that govern the Council's internal operations and interactions. This process ensures that the agreement aligns with current priorities, fosters cohesive decision-making, and reinforces shared commitments. Through collaborative discussion, council members may refine expectations for communication, roles, and responsibilities, promoting a stronger sense of unity and enhancing the Council's ability to serve the community effectively. Role Clarity Training and Discussion - During this session participants will engage in a focused facilitated discussion to clarify their individual roles within the Council, ensuring that everyone understands their specific duties and how they contribute to the team's overall effectiveness. Using the AEM Cube Assessment tool (see page 4), the session emphasizes aligning each Council member's strengths and preferences with their responsibilities, enhancing collaboration, and minimizing overlap or confusion. 3. Process Alignment Moving Forward - The final module will focus on aligning the Council and Executive Staff around the Goals and Objectives process moving forward. To date, significant work has been successfully accomplished by the organization and this discussion will ensure that the process for the next 12 months is aligned and built to create maximum value. PAGE 3 JACOB GREEN TEAM DYNAMICS ASSESSMENT TOOL - AEM-CUBE JGA's certified professional facilitators will administer the AEM-Cube team dynamics assessment to all retreat participants. The assessment was created as the result of decades of research focused on understanding how high -performing teams tackle complex challenges and enhance performance. r s s ra s s 0 The AEM-Cube is a cutting-edge management tool that identifies and aligns the strategic diversity within an organization so that performance is optimized. Findings help management identify how teams interact and how to get the greatest contribution from each individual, team, and department, which in turn maximizes both productivity and collaboration. This exclusive suite of 3D tools visualizes where individuals contribute optimally to overall team and organization growth. The AEM-Cube is delivered as an online questionnaire that provides each Council member with a comprehensive report describing where they add value and what this means in a team and organizational setting. Individual results are also compiled to provide a deeper understanding of the team's limitations and opportunities. JACOB GREEN &ASS,ACIATE S-� PA (11 4 1� O J J O V 6 r s s ra s s 0 The AEM-Cube is a cutting-edge management tool that identifies and aligns the strategic diversity within an organization so that performance is optimized. Findings help management identify how teams interact and how to get the greatest contribution from each individual, team, and department, which in turn maximizes both productivity and collaboration. This exclusive suite of 3D tools visualizes where individuals contribute optimally to overall team and organization growth. The AEM-Cube is delivered as an online questionnaire that provides each Council member with a comprehensive report describing where they add value and what this means in a team and organizational setting. Individual results are also compiled to provide a deeper understanding of the team's limitations and opportunities. JACOB GREEN &ASS,ACIATE S-� PA (11 4 YOUR TEAM SECTION B P A G L i JACOB GREEN JGA's Team Video Link: Jacob Green and Associates - JGA - Your First Call JACOB GREEN, MPA President & CEO Jacob is a nationally recognized local government expert in organization and leadership development. As an Assistant City Manager for the City of San Juan Capistrano and the City of Ontario, he has managed hundreds of employees and numerous government departments. As a trainer, keynote speaker, facilitator and coach, Jacob has worked with municipal clients, as well as commercial clients such as Mattel, FedEx, Hyundai Capital, ADP, and many others. In 2019, Jacob distilled his personal and professional experiences into an Amazon best- selling book: See Change Clearly: Leveraging Adversity to Sharpen Your Vision and Build Resilient Teams. Jacob has received numerous awards for his leadership, including the National Caring Award, the Orange County Human Relations Award, the Most Inspiring Student at UC Irvine, and is the youngest recipient of the Gene Lentzner Humanitarian Award. Jacob has his Bachelor of Arts in Social Sciences with a Minor in Management from the University of California, Irvine, his Master of Public Administration (MPA) degree from California State University, Long Beach, and was recently awarded an honorary doctorate from Western University School of Health Sciences. DAVE BROWN Director of Client Success Chief Dave Brown (ret.) is passionate about helping public sector executives and organizations succeed in a dynamic and challenging environment, especially when facing leadership, political, or personnel challenges. Chief Brown has held command positions in every division of law enforcement, including many years as a Chief of Police. He has also served as Director of Public Safety, Assistant City Manager, and held several stints as Interim City Manager. In 2017, Chief Brown was recruited by the City of Menifee, California, to spearhead the creation of the Menifee Police Department. Over the next three years, Brown created and implemented a robust, data -driven strategy, successfully launching the new Menifee Police Department on July 1, 2020. More recently, Dave served as the Executive Director of the Riverside Sheriffs Association (RSA), one of the largest law enforcement labor organizations in the country. NICOLE BEACH Director of Strategic Initiatives Nicole Beach is a project management and strategy delivery leader who specializes in assisting organizations in realizing value by aligning strategy with execution. Nicole collaborates closely with our clients to develop work plans that ensure their success in executing strategic goals and provides project management oversight across all projects. Before joining JGA, Nicole amassed a wealth of experience leading complex technology, organizational, and strategic projects, including M&A integrations, ERP implementations, and process improvement initiatives. Most recently, she oversaw Project Management Offices and Strategic Portfolio Management for SAFEbuilt, Citrix, and Sport Clips. Nicole holds certifications as a Project Management Professional (PMP) and Lean Six Sigma Green Belt. She also earned an MBA with a concentration in Process Improvement from Nova Southeastern University. NICOLE RAMET Director of Professional Development & Coaching Services Nicole Ramet serves as Director of Professional Development for JGA. As a seasoned coach with over 12 years of professional coaching and training services, Nicole brings the "Brief Coaching' philosophy developed by Insoo Kim Berg and Peter Szabo. Nicole oversees the team of JGA coaches to ensure that coaching services are provided with defined goals and are outcome -focused. Nicole incorporates the AEM-Cube Team Dynamics assessment into JGA's coaching services to enable the client to develop insights about their own talents and their strategic contribution to a team. Nicole utilizes her depth and breadth of communications knowledge in all her engagements with JGA clients whether that's in group facilitations, trainings, or one-on-one coaching opportunities. Nicole holds a Bachelor's Degree in Business Communications from Chapman University and has extensive experience in project management, program oversight, and customer service training. J KATHRYN HAM E L Senior Facilitator Kathryn Hamel, Ph.D., is a seasoned executive with over 28 years of experience in the public, non-profit, and private sectors. She previously worked as a Vice - President and Chief Executive Officer for two non-profit mental health organizations. Before transitioning into nonprofit leadership, she served as the Senior Vice President of Human Resources and Organizational Development for a private, accredited international university. She also served her community for nearly 25 years as a law enforcement professional for two mid- sized municipal police departments and retired as a police lieutenant in 2019. In addition to her professional accomplishments, Dr. Hamel is chairperson of the International Association of Chiefs of Police Engagement and Education Subcommittee, a subcommittee of the Human and Civil Rights Committee. She was recognized as the Advocate of the Year by the Greater Irvine Chamber of Commerce in 2023, and the Mental Health Professional of the Year from the Mental Health Association of Orange County in 2022. She is pursuing a Master's Degree in Clinical Psychology, projected to be completed in late 2024. In addition, she holds a Doctoral Degree in Organizational Public Safety Leadership & Criminal Justice from Capella University, a Master's Degree in Criminal Justice from Chapman University, and a Bachelor's Degree in Vocational Education and Occupational Studies from California State University, Long Beach. Dr. Hamel also holds two professional certifications in trauma and resilience and a third professional certification in the prevention of human trafficking from Florida State University. She is the author of Body, Mind, and Badge: Strategies for Navigating Law Enforcement Trauma and Resilience and co-author of A Trauma -Informed Approach to Labor & Sex Trafficking,' published in Police Chief magazine in 2023. TERI LEDOUX Senior Facilitator Teri Ledoux served in local government for over 25 years. Starting as an unpaid intern in the City Manager's Office, Teri quickly realized a passion for serving the community through problem solving, analysis, and most importantly through teamwork. Holding positions as Analyst, Assistant to the City Manager, Director of Administrative Services, Assistant City Manager and City Manager in 3 cities (within 3 different counties) over her career provided Teri with the opportunity to constantly learn and grow. While Teri's City Manager position came relatively late in her career, she was able to take years of watching and learning from others to work side by side with her team to accomplish what seemed to be impossible. Teri worked in cities with large and small populations, cities with healthy and not so healthy budgets, and cities with very different issues. This journey led Teri to return home to the City of San Bernardino late in her career where she was able to lead the City through the final steps of bankruptcy. Her major accomplishment during this time was successfully leading the community engagement effort to replace the expiring .25 ($9M) sales tax measure with a 1% ($40M) sales tax measure. The importance of giving back to our upcoming leaders is a priority for Teri. Teri holds a Bachelor's Degree in Business Administration and a Master's Degree in Public Administration. — JACOB GREEN PAGE 8 "`I`D"Ari• JOHN ANDREWS John Andrews spent more than 37 years serving in various capacities with four different Southern California municipal agencies. From January 2009 to September 2020, he served as Director of Economic Development & Redevelopment for the City of Ontario, responsible for the oversight and implementation of Ontario's Economic Development, Business Retention and Attraction, and Communications/Marketing programs. John spent most of his local government career with the Community Development Commission of the City of Pasadena. He also served as Director of Economic Development/ Redevelopment for the City of Azusa, and Downtown Development Manager for the City of Riverside. John has represented two local agencies on Business Improvement District boards and participated in the development and implementation of comprehensive downtown revitalization strategies. He served as a member of the San Bernardino County Workforce Development Board and currently serves as an economic development advisor to the City of Ontario. John holds a Bachelor of Science Degree in Urban and Regional Planning from California State Polytechnic University, Pomona, and has completed graduate studies in Public Administration at California State University, Northridge. NICOLI HILSCHER Senior Project Manager Nicoli Hilscher has over 21 years of experience in Federal and Local Government. She retired from the United States Air Force in the top two percent of the active enlisted force, as a Senior Master Sergeant. Nicoli has an extensive background in Leadership Development, Training Facilitation, Project Management, and Instructional Development. She has held positions internationally in various levels of leadership providing long-term organizational growth in diverse, fast -paced environments. Nicoli is a cross - functional leader overseeing operations, professional development, and recognition programs for organizations ranging from 20 to 300 personnel. She oversees JGA's Project Management Office, ensuring high-quality service delivery to all JGA clients. COST PP-..-OPOSAL SECTION Wl JACOB GREEN PA G F 10 &%% WC AF:� �a COST PROPOSAL Description City Council Retreat Facilitation $14,000 (Pre -Retreat Tasks & Retreat Facilitation) Team Dynamics Assessment Tool - AEM-Cube Travel Printed Materials EXCLUSIONS: • Food and beverages for the retreat • Venue rental fees for the retreat INVOICING SCHEDULE: 25% - Upon executive of contract 75% - Upon completion of retreat LATE PAYMENT FEE: $70 / participant Invoiced at Cost Invoiced at Cost All invoices are due and payable within 30 days of the invoice date. Any invoice not paid within 30 days will be subject to a late payment fee. A fee of 1.5% per month will be added to the outstanding balance until the invoice is paid in full. The prices, specifications, and conditions covered within this proposal are satisfactory and hereby accepted. IGA is authorized to do the work as specified. Signature: Name/Title: Date: JACOBGREENANDASSOC IATES.COM The costs outlined in this proposal are considered valid and binding for a period of 90 days, commencing from the date of the proposal's issuance. During this timeframe, the provided pricing and estimates for products, services, and associated expenses will remain unchanged, subject to the terms and conditions specified in the proposal document. Any modifications or alterations to the proposal, as well as adjustments to the costs, will require mutual agreement between the involved parties. PAGE 11 JACOB GREEN SAN RAFAEL'S PROJECT COMMITMENT Successful project outcomes rely on a strong partnership between our team and yours. To ensure the best results, we've outlined key client responsibilities that foster effective collaboration and project efficiency. By fulfilling these roles, you actively contribute to the project's success, helping us deliver high-quality work on time and within scope. This mutual commitment not only improves project outcomes but also maximizes the value and impact of our combined efforts. • Confidentiality: Maintain strict confidentiality and abide by all JGA confidentiality requirements. • Clear Objectives: Define and communicate project goals, expectations, and deliverables clearly at the project's outset. • Active Participation: Engage in regular meetings and provide necessary feedback to ensure the project stays on track and aligns with expectations. • Resource Allocation: Ensure the availability of internal resources, including key personnel, data, and tools, required for the project. • Open Communication: Maintain open and honest communication with the Consultant, addressing any concerns or changes in scope as soon as they arise. • Decision -Making: Facilitate timely decision-making processes to avoid delays and ensure project progress. • Access Provision: Provide the Consultant with necessary access to relevant systems, documentation, and facilities. • Respect Timelines: Adhere to agreed-upon timelines for reviews, approvals, and information requests to maintain project momentum. • Change Management: Collaborate on managing any changes in project scope, requirements, or timelines, ensuring mutual agreement on modifications. • Partnership Approach: Foster a collaborative and respectful working relationship, recognizing that successful outcomes depend on both parties' commitment and cooperation. • Timely Payment: Pay invoices pursuant to contract terms and communicate any payment issues promptly with the Consultant. EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers' compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT's insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as Rev 08.22 B-1 ISO form CG20 0104 13. 3. Except for professional insurance, the insurance policies shall include, contractual liability and personal injury. liability insurance or workers' compensation in their text or by endorsement, coverage for 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and Sl R's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. Jacob green associates PSA City Council Retreat Final Audit Report 2024-12-02 Created: 2024-11-22 By: Bernadette Sullivan (bemadette.sullivan@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAxvPBH3UAOH18WbpLbP3gVbvvzAxQsTdM "Jacob green associates PSA City Council Retreat" History Document created by Bernadette Sullivan (bernadette.sullivan@cityofsanrafael.org) 2024-11-22 - 6:03:30 PM GMT 0`-► Document emailed to Jacob Green (Jacob@jacobgreenandassociates.com) for signature 2024-11-22 - 6:03:52 PM GMT Email viewed by Jacob Green (Jacob@jacobgreenandassociates.com) 2024-12-02 - 5:42:48 PM GMT d© Document e -signed by Jacob Green Qacob@jacobgreenandassociates.com) Signature Date: 2024-12-02 - 5:56:51 PM GMT - Time Source: server Agreement completed. 2024-12-02 - 5:56:51 PM GMT 0 Adobe Acrobat Sign RAP,q�! s o y r�TY WITH P CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager Project Manager: Cristine Alilovich Extension: 3070 Contractor Name: Jacob Green & Associates Contractor's Contact: (323) 533-4217 Contact's Email: namaya@jacobgreenandassociates.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to enter a date. b. Email contract (in Word) and attachments to City 11/21/2024 Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 11/22/2024 and return to Project Manager 11/22/2024 © NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X NT 3 Department Director Approval of final agreement form to send to 11/22/2024 _ contractor 4 Project Manager Forward three (3) originals of final agreement to 11/22/2024 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑X N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager PSA - Jacob Green & Associates - City Council Retreat Facilitation Services Final Audit Report 2024-12-09 Created: 2024-12-02 By: Nataly Torres (nataly.torres@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAATPEmrNZgVvOlkcFT311snQlv08eBRVln "PSA - Jacob Green & Associates - City Council Retreat Facilitat ion Services" History Document created by Nataly Torres (nataly.torres@cityofsanrafael.org) 2024-12-02 - 8:32:56 PM GMT- IP address: 199.88.113.8 El Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2024-12-02 - 8:35:45 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-12-03 - 0:26:49 AM GMT- IP address: 104.47.64.254 dm Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2024-12-03 - 0:29:52 AM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-12-03 - 0:29:56 AM GMT Email viewed by rob.epstein@cityofsanrafael.org 2024-12-03 - 0:48:38 AM GMT- IP address: 73.170.94.56 dQ Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-12-03 - 0:48:54 AM GMT- IP address: 73.170.94.56 6o Document e -signed by Robert F. Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2024-12-03 - 0:48:56 AM GMT - Time Source: server- IP address: 73.170.94.56 Document emailed to city.clerk@cityofsanrafael.org for approval 2024-12-03 - 0:49:02 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-12-03 - 5:17:06 PM GMT- IP address: 104.47.65.254 �Jfjj�O` SAN RAFAEL "reAdobe Acrobat Sign b© Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-12-03 - 5:17:24 PM GMT- IP address: 199.88.113.8 d© Document approved by Brenna Nurmi(city.clerk@cityofsanrafael.org) Approval Date: 2024-12-03 - 5:17:26 PM GMT - Time Source: server- IP address: 199.88.113.8 C'y Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-12-03 - 5:17:34 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-12-09 - 2:59:35 AM GMT- IP address: 104.47.64.254 GS0 Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-12-09 - 2:59:51 AM GMT- IP address: 71.198.110.147 &o Document e -signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-12-09 - 2:59:53 AM GMT - Time Source: server- IP address: 71.198.110.147 y Document emailed to city.clerk@cityofsanrafael.org for signature 2024-12-09 - 2:59:56 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-12-09 - 3:56:41 PM GMT- IP address: 104.47.65.254 be Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-12-09 - 3:56:53 PM GMT- IP address: 199.88.113.8 i;t Document e -signed by Brenna Nurmi (for) (city.clerk@cityofsanrafael.org) Signature Date: 2024-12-09 - 3:56:55 PM GMT - Time Source: server- IP address: 199.88.113.8 C) Agreement completed. 2024-12-09 - 3:56:55 PM GMT SAN RAFAEL Adobe ��' A I I Acrobat Sign