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HomeMy WebLinkAboutCM Strategic Planning ServicesRev. 08.22 1 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND JACOB GREEN & ASSOCIATES, INC FOR STRATEGIC PLANNING SERVICES This Agreement is made and entered into as of ________________________ (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 1. 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 December 19, 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 fixed fees in the amounts of $24,000 for council goal setting and $63,500 for work planning and at the unit Feb 11, 2025 v 08.22 2 rates for travel and materials, as further described in Exhibit A, provided that the total amount payable under this Agreement does not to exceed $90,000. CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City’s receipt of invoice. 3. 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 31, 2025. 4. PROJECT COORDINATION. A. CITY’S Project Manager. John Stefanski 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 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. 5. 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 3 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, v 08.22 4 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. v 08.22 5 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: John Stefanski, Assistant City Manager 1400 Fifth Avenue San Rafael, CA 94901 To CONSULTANT’s Project Director: Jacob Green 13217 Jamboree Rd., #248 Tustin, CA 92782 15. INDEPENDENT CONTRACTOR. 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 6 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. v 08.22 7 [Signatures are on the following page.] v 08.22 8 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, City Manager APPROVED AS TO FORM: Office of the City Attorney _________________________________ By: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk _________________________________ LINDSAY LARA, City Clerk CONSULTANT: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If CONSULTANT is a corporation, add signature of second corporate officer] __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ Jacob Green (Jan 7, 2025 09:55 EST) Jacob Green President and CEO Jacob Green & Associates, Inc. Jacob Green nrea $.1e.#2ara !or (eb р0, 2025 р7:02 ST) 'nGrea <LVYeVKZara Ior r$./$ne '$'o1$c# (eb рр, 2025 рт:2х ST) )rLVWLne 'OLOoYLcK $n.a4 ara (eb рр, 2025 рх:2у ST) 2LnGVa\ 2ara Rev. 08.22 A-1 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. Proposal for Strategic Planning Services 13217 Jamboree Rd., #248 Tustin, CA 92782888.4.JGA.1ST JacobGreenAndAssociates.com DECEMBER 2024 LETTER FROM CEO JACOB GREEN TABLE OF CONTENTS SCOPE OF SERVICES COST PROPOSAL YOUR TEAM Page 1 Section C Section B Section A Cover Letter Pages 2 - 6 Pages 7 - 11 Pages 12 - 13 CI T Y O F SA N R A F A E L PAGE 1 Jacob Green President & CEO 1.888.4.JGA.1ST | INFO@JACOBGREENANDASSOCIATES.COM December 19, 2024Cristine Alilovich, City ManagerCity of San Rafael 1400 Fifth Avenue San Rafael, CA 94901Dear City Manager Alilovich,Thank you very much for your interest in having Jacob Green & Associates (JGA) provide Strategic Planning Services for the City of San Rafael. Our menu style proposal outlines our comprehensive Strategic Planning Services to include: Service #1: Council Goal Setting Service #2: Work Planning Optional: Work Plan Maintenance & UpdateThe JGA team comprises diverse, veteran local government leaders with over 600 years of combined municipal experience. JGA provides comprehensive local government services that focus on helping organizations achieve long-term impact. We provide tailored services by developing a deep understanding of our clients' needs, fostering authentic and trusted relationships, and focusing on solutions and outcomes that consistently exceed expectations.We look forward to continuing our partnership with the City of San Rafael.Sincerely, PAGE 2 SCOPE OF SERVICESSECTION A PAGE 3 SERVICE #1: COUNCIL GOAL SETTING STEP 1: ONE-ON-ONE INTERVIEWS WITH THE CITY MANAGEMENT TEAM AND COUNCIL MEMBERSOur team will conduct one-on-one interviews with the City Management team and each Council Member in advance of the workshop. The purpose of these one-hour conversations is to build rapport and ensure that, by working with the City Management team, we create a customized experience to meet the Council's individual and collective interests. These sessions will focus on gathering the individual Council Member’s Vision, Strategic Priorities, and expectations for staff performance. Following the interviews, our team will meet with the City Manager and Mayor to align on retreat content based on the interview findings. STEP 2: OPEN SESSION ALIGNMENT TRAININGThe consultant team will provide a one-hour open session training to include, but not limited to, the following topics:1.AEM-Cube Cognitive Diversity2.Building a Highly Effective Team3.Roles and Responsibilities in a Municipal Organization4.Vision, Mission, Goals/Objectives, and Values STEP 3: CLOSED SESSION FACILITATION (OPTIONAL) The consultant will facilitate a closed session to solidify the Council's Goals and Strategic Priorities. This will be tied to the City Manager's performance expectations.Facilitators will create a safe and respectful environment for the Council to discuss the Vision and Strategic Priorities for the organization as they relate to the City Manager's performance expectations. The facilitators will present a rough Vision statement based on the one-on-one interviews and seek Council modification and/or adoption to guide the organization's future direction. Additionally, the consultants will provide a comprehensive list of all Strategic Priorities for the Council to modify and/or finalize based on exercises facilitated by the consultant team. This draft Vision and set of Strategic Priorities will also be crafted with input and feedback from the City Manager. The Council will leave the session with an opportunity to bring the Vision and Strategic Priorities for approval at a public meeting.This component of the facilitation will be conducted in closed session under California Government Code Section 54954.5 - Public Employee Performance Evaluation – City Manager. The purpose of the session is to establish Goals and Objectives to enable the City Manager’s performance to be evaluated in the future. The closed session environment will allow for candid and comprehensive discussion. SERVICE #2: WORK PLANNING Effective work planning plays a crucial role in successfully implementing strategic planning by translating strategic goals into tangible tasks, timelines, and resource allocations that drive desired outcomes. JGA is committed to guiding the City through the following steps, providing comprehensive support for work planning and strategic plan implementation. Our aim is to enable the City of San Rafael to effectively convert strategic goals into actionable tasks, allocate resources appropriately, and monitor progress toward achieving desired outcomes. STEP 1: KICKOFF MEETINGMarking the beginning of the work planning facilitation process, JGA will host a virtual meeting for the relevant staff and stakeholders. This kickoff meeting will set the stage to ensure the team is aligned and ready to move forward with work plan development. STEP 2: WORK PLAN INPUT JGA will collaborate closely with staff to develop or update work plan content that aligns with strategic goals. Through virtual working sessions with staff, JGA will define and document actionable tasks, milestones, realistic timelines, owners, budget sources, and any additional information to be included in the final work plan deliverable. STEP 3: WORK PLAN DELIVERYJGA will provide the City with a final work plan document. Upon request, the content can also be provided in Excel format for use or integration into the City’s internal project tracking software. PAGE 4 OPTIONAL: WORK PLAN MAINTENANCE & JGA will guide the City of San Rafael through the next step of the Work Plan Implementation process by ensuring continued visibility. This process of monitoring and follow-up not only keeps the project on track but also fosters a culture of continuous improvement, leading to more reliable and sustainable outcomes. JGA will provide the following: •Facilitate quarterly updates to the work plan document and dashboard from staff using theprocess established during the implementation phase. •Make as-needed modifications to the work plan document based on input from your team. UPDATE PAGE 5 •Confidentiality: Maintain strict confidentiality and abide by all JGA confidentiality requirements. •Clear Objectives: Define and communicate project goals, expectations, and deliverables clearly atthe project's outset. •Active Participation: Engage in regular meetings and provide necessary feedback to ensure theproject 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 projectprogress. •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 informationrequests to maintain project momentum. •Change Management: Collaborate on managing any changes in project scope, requirements, ortimelines, ensuring mutual agreement on modifications. •Partnership Approach: Foster a collaborative and respectful working relationship, recognizingthat successful outcomes depend on both parties' commitment and cooperation. •Timely Payment: Pay invoices pursuant to contract terms and communicate any payment issuespromptly with the Consultant. San Rafael's Project CommitmentSuccessful 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. PAGE 6 PAGE 7 YOUR TEAMSECTION B JGA’s Team Video Link: Jacob Green and Associates - JGA - Your First Call JACOB GREEN, MPAPresident & CEOJacob 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. PAGE 8 DAVE BROWNDirector of Client SuccessChief 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, CCMPDirector of Strategic InitiativesNicole 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. KATHRYN HAMELSenior AdvisorKathryn 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. PAGE 9 TERI LEDOUXSenior AdvisorTeri 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. JOHN ANDREWSSenior AdvisorJohn 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. PAGE 10 MEGHAN MURRAYProject SpecialistMeghan Murray has over 24 years of experience in Operations Management, Program Management, Personnel Management, Executive Communication, and Continuous Process Improvement. Meghan served in the Air Force for 22 years and has extensive background in Organizational Development. Meghan excelled in overseeing operations, professional development, and personnel programs for organizations and has directed multiple programs valued at $1B while managing risk, safety, and compliance. Meghan holds a Masters of Science degree with a specialty in Human Resource Management bringing to the team an extensive knowledge in team leadership, strategic planning, and data driven decision making. One of Meghan’s most notable projects was being a strategic team lead of the Organization of the Future that led to the building of the latest branch of the military, the United States Space Force. As a Project Specialist with JGA, Meghan supports the Organizational Development and Emergency Management Departments by coordinating projects, managing timelines, and ensuring the successful execution of department initiatives. PAGE 11 NICOLI HILSCHERSenior Project ManagerNicoli Hilscher brings over 23 years of expertise in Organizational Development, Leadership Development, Training, Facilitation, and Project Management. A retired Senior Master Sergeant from the United States Air Force, she distinguished herself in the top two percent of the active enlisted force. Nicoli's extensive background includes leading positions internationally, where she drove long-term organizational growth in diverse and fast-paced environments. She excelled in overseeing operations, professional development, and recognition programs for organizations ranging from 20 to 300 personnel. As a Senior Project Manager with Jacob Green and Associates, Nicoli plays a pivotal role in managing Organizational Development projects; such as Teambuildings, Retreats, Leadership Academies, Organizational Assessments, Strategic Planning, and supporting our Work Planning teams. Known for her ability to keep teams on task and on-time, Nicoli ensures the highest quality of service delivery to all JGA clients. PAGE 12 COST PROPOSAL SECTION C PAGE 1 3 COST PROPOSAL Description Cost Service #1: Council Goal Setting $63,500 $2,200 / quarterly updateService #2: Work Planning Optional: Work Plan Maintenance & Update Travel Invoiced at cost Printed Materials Invoiced at cost $24,000 JacobGreenAndAssociates.comThe 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. ExclusionsThe following program expenses are not included in consultant fees and are the responsibility of the City, if necessary. •Venue rental fees for the workshop •Food and beverages for the workshop •Materials/supplies for the workshop Invoicing Schedule: 15% upon execution of the contract and monthly percentage progress payments. Late Payment Fee 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. JGA is authorized to do the work as specified.Signature:_________________________________ Name/Title:_______________________________ Date:_______________________________________ Rev. 08.22 B-1 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 v 08.22 B-2 ISO form CG20 01 04 13. 3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 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 v 08.22 B-3 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 SIR’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 and Associates G&O Final PSA Final Audit Report 2025-01-07 Created:2025-01-07 By:Walter Gonzalez Valdez (walter.gonzalez@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAA3Z4fvt_1NDd0HDZ0Nva0luKiiY7W7Grt "Jacob Green and Associates G&O Final PSA" History Document created by Walter Gonzalez Valdez (walter.gonzalez@cityofsanrafael.org) 2025-01-07 - 1:16:52 AM GMT Document emailed to Jacob Green (jacob@jacobgreenandassociates.com) for signature 2025-01-07 - 1:17:03 AM GMT Email viewed by Jacob Green (jacob@jacobgreenandassociates.com) 2025-01-07 - 2:52:31 PM GMT Document e-signed by Jacob Green (jacob@jacobgreenandassociates.com) Signature Date: 2025-01-07 - 2:55:08 PM GMT - Time Source: server Agreement completed. 2025-01-07 - 2:55:08 PM GMT CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. Step RESPONSIBLE DEPARTMENT DESCRIPTION COMPLETED DATE REVIEWER Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org Click here to enter a date. 1/2/2025 ☐ ☒ for JS 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 1/2/2025 1/2/2025 ☒ NT ☒ NT 3 Department Director Approval of final agreement form to send to contractor 1/6/2025 ☒ _WG for JS___ 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature 1/6/2025 ☒ 5 Project Manager When necessary, contractor-signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval ☐ N/A Or 1/21/2025 ☒ PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 2/10/25 X 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 TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager’s Office Project Manager: John Stefanski Extension: 3475 Contractor Name: Jacob Green and Associates Contractor’s Contact: Jacob Green Contact’s Email: jacob@jacobgreenandassociates.com ☐ FPPC: Check if Contractor/Consultant must file Form 700 PSA - Jacob Green & Associates - Strategic Planning Services Final Audit Report 2025-02-12 Created:2025-02-10 By:Nataly Torres (nataly.torres@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAAwXqGol7LK2mV8cQNt-sWWTrr8CCEpPgL "PSA - Jacob Green & Associates - Strategic Planning Services" History Document created by Nataly Torres (nataly.torres@cityofsanrafael.org) 2025-02-10 - 11:52:14 PM GMT- IP address: 199.88.113.8 Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2025-02-10 - 11:55:08 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2025-02-10 - 11:56:31 PM GMT- IP address: 104.47.64.254 Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2025-02-10 - 11:59:37 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to andrea.visveshwara@cityofsanrafael.org for signature 2025-02-10 - 11:59:41 PM GMT Email viewed by andrea.visveshwara@cityofsanrafael.org 2025-02-11 - 0:00:06 AM GMT- IP address: 104.47.65.254 Signer andrea.visveshwara@cityofsanrafael.org entered name at signing as Andrea Visveshwara for 2025-02-11 - 1:02:51 AM GMT- IP address: 199.88.113.8 Document e-signed by Andrea Visveshwara for (andrea.visveshwara@cityofsanrafael.org) Signature Date: 2025-02-11 - 1:02:53 AM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to city.clerk@cityofsanrafael.org for approval 2025-02-11 - 1:02:56 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2025-02-11 - 6:58:26 PM GMT- IP address: 199.88.113.8 Signer city.clerk@cityofsanrafael.org entered name at signing as Lindsay Lara 2025-02-11 - 7:00:19 PM GMT- IP address: 199.88.113.8 Document approved by Lindsay Lara (city.clerk@cityofsanrafael.org) Approval Date: 2025-02-11 - 7:00:21 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2025-02-11 - 7:00:24 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2025-02-11 - 9:25:50 PM GMT- IP address: 104.47.65.254 Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2025-02-11 - 9:25:59 PM GMT- IP address: 199.88.113.8 Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2025-02-11 - 9:26:01 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to city.clerk@cityofsanrafael.org for signature 2025-02-11 - 9:26:04 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2025-02-12 - 0:24:38 AM GMT- IP address: 199.88.113.8 Signer city.clerk@cityofsanrafael.org entered name at signing as Lindsay Lara 2025-02-12 - 0:24:49 AM GMT- IP address: 199.88.113.8 Document e-signed by Lindsay Lara (city.clerk@cityofsanrafael.org) Signature Date: 2025-02-12 - 0:24:51 AM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2025-02-12 - 0:24:51 AM GMT