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HomeMy WebLinkAboutHR City Clerk Office Assessment and PRA Redesign ServicesRev. 08.22 1 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND MUNICIPAL RESOURCE GROUP, LLC FOR CITY CLERK OFFICE ASSESSMENT AND PRA REDESIGN 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 MUNICIPAL RESOURCE GROUP, LLC, a California limited liability company (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 February 19, 2025 (“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 at the unit rates and rates per hour for labor, as set forth in Exhibit A, for a total amount not to exceed 03/14/2025 v 08.22 2 $29,637.50. 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 June 30, 2026. 4. PROJECT COORDINATION. A. CITY’S Project Manager. The Human Resources Director 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. Cathy Capriola 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: Marissa Sanchez, Human Resources Director 1400 Fifth Avenue San Rafael, CA 94901 To CONSULTANT’s Project Director: Cathy Capriola PO Box 561 Wilton, CA 95693 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: ANDREA VISVESHWARA, Chief Assistant 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: ____________________________ Municipal Resource Group, LLC Mary Egan CEO Andrea Visveshwara (Mar 14, 2025 13:27 PDT) Andrea Visveshwara ris/ine A'i'*vih (Mar 14, 2025 13:4ч PDT) )risWine AOiORviFh indsa4 ara (Mar 14, 2025 15:0ш PDT) 2indsa\ 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. February 11, 2025 Christine Alilovich, City Manager Lindsay Lara, City Clerk Angela Robinson Pinon, Assistant City Manager Marissa Sanchez, HR Director City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Dear Lindsay, Angela, and Marissa: Thank you for requesting a proposal from Municipal Resource Group LLC (“MRG”) to provide professional consulting services to the City of San Rafael (“City”). MRG Consultant and former City Clerk Shirley Concolino has provided a scope of work to perform an organizational assessment of the City Clerk’s Office with a deeper review of the City’s management of public record requests. MRG has built our practice around assisting our clients in identifying core issues impacting performance and organizational health and developing effective strategies for removing these barriers. We consider these engagements an opportunity to work with staff, helping them grow and develop, ensuring they fully understand the recommendations and rationale for change, and providing staff with practical tools to continue building healthy relationships with each other. We are “no surprises” consultants, and we work with leadership to define a path to achieve desired realistic outcomes. If you have any questions about the proposed services, please let us know. We look forward to working with your team! Sincerely, Mary Egan, CEO MRG, LLC 916-261-7547 egan@solutions-mrg.com 8788 Elk Grove Blvd, Suite L Elk Grove, CA 95624 866-774-3222 www.Solutions-MRG.com Updated 2-19-2025 Project Fees and Timeline 2 GENERAL INFORMATION: MRG was founded in 2009 by broadly experienced public-sector professionals. Our principal consultants have over three hundred years of combined experience working as public and private sector executives, managers, and consultants. MRG prides itself on providing professional consulting services based on our hands-on experience managing local, regional, and state governments and our expertise in delivering products that meet and exceed our clients' expectations. In addition to our well-established public sector expertise, we also provide services to more than 20 private employers. Firm Name: Municipal Resource Group, LLC (“MRG”) Address: 8788 Elk Grove Blvd, Ste. L, Elk Grove CA 95624 Contract Mailing Address: PO Box 561, Wilton, CA 95693 Website: www.Solutions-MRG.com Project Director: Cathy Capriola Lead Consultant: Shirley Concolino Telephone Number: 916-804-2544 E-Mail: sconcolino@solutions-mrg.com MRG’s Consulting Philosophy As a consulting firm, MRG brings talented consultants to assignments to meet clients’ needs. MRG differentiates its work based on the following principles. Trusted Advisors MRG prides itself on building long-term relationships with clients who turn to MRG for guidance and expertise. We work as “trusted advisors,” working directly with the leadership of organizations to help them manage their complex organizations and to adjust to change that is constantly knocking on the door. Commitment to Public Service We have also chosen to focus our work on local, regional & state agencies that are delivering public service to communities. We understand that our client’s work is important and impactful – and our goal is to help organizations do that work with more grace and better effectiveness and efficiency. Partnership for Impact As seasoned executive leaders ourselves, we have no interest in writing reports that sit on shelves or are not reality-based for action. MRG needs to work Trusted Advisor Commitment to Public Service Partnership for Impact Management Practitioners + Leadership Coach Strategic Organizational Development directly with management in a consultative partnership for organizational impact. We see our role as true partners with the leadership team to work productively to help you find solutions for actionable impact in your organization. 3 Team of Management Practitioners + Executive Leadership Coach Today’s organizations require a robust understanding of people and teams, plus talented management, and leadership. The key to an organization’s success is integrating control, which creates value (efficiency, effectiveness, empowerment), and leadership which inspires change and a collective vision. By bringing a consultant team with management plus leadership coaching expertise, MRG can deliver tools, perspectives, and paradigms for the continued growth and support of an organization’s leadership team. Strategic Organizational Development Organizations are complex, multi-faceted organisms that take time and strategy to develop and shape. While employees are focused on delivering services, “care and feeding” of the organization, structure, and systems need to be done to support the workforce, mold culture, and deliver services/mission. MRG brings deep organizational development and human resources experience to transform and help organizations continue to invest in their operations' strategic and hands-on development. SCOPE OF WORK: The City of San Rafael is seeking an assessment of the City Clerk’s Office to review and provide recommendations on the following items:  Organizational structure and staffing;  Use of technology and systems;  Overall operational efficiency and effectiveness;  Customer service;  More detailed review of the City’s public records system with recommendations for enhanced management and sustainable processing of public records requests; and,  Potential for training and implementation assistance on the final PRA roll-out to the organization. The proposal has two phases. Phase 1 focuses on an assessment of the operations of the City Clerk’s Office and a redesign of the City’s PRA process. Phase 2 offers support for implementation and training focused on public records. PHASE I – CITY CLERK OFFICE ASSESSMENT & PRA Redesign Task 1 – Overall Organizational Assessment  Conduct interviews with City Clerk, City Manager and key departments.  Capture key themes, findings and ideas from interviews.  Review records and key City Clerk documents.  Assess overall volume of work in all City Clerk’s Office areas of responsibility (Council agendas, Commissions, Elections, PRA, etc.) .  Review use of technology and operational efficiency and effectiveness. 4 Task 2 -- Records Management and Public Records Requests  Analyze the number and types of PRAs received.  Review process for accessing and processing PRAs including the use of technology. Work with City’s Digital team to explore solutions for more efficient PRA searches and collection.  Evaluate the structure and utilization of the Citywide records team.  Review of existing Records Management and PRA policies.  Update PRA policies and procedures. Task 3 -- Recommendations and Work Plan  Bring forward best practices to weave into final recommendations  Deliver recommendations on staffing capacity and structure including roles of other key departments.  Propose a best practice approach for PRA management that fits San Rafael’s needs.  Provide key findings and recommendations for process improvements and other areas of the organizational assessment.  Develop a summary report in PowerPoint format.  Prepare a roadmap (work plan) for implementation.  Present findings to City Manager, Assistant City Managers, HR Director and City Clerk. PHASE 2 – PRA TRAINING & IMPLEMENTATION  Support the City in developing training and implementation for PRA improvement areas.  Develop PRA training materials for City Clerk and other departments.  Hold three to four in-person training sessions (1 day of training).  Provide strategic advising to City Clerk for additional implementation steps. MRG’S TEAM OF EXPERTS: Mary Egan (CEO) – Mary, MRG CEO, collaborates with organizations and their executive leadership, and in some cases, appointed or elected Boards to achieve their full potential. Mary’s specialties are facilitating performance evaluations and organizational analysis as well as coaching employers to address deficiencies and maximize their impact. She is a certified professional executive coach and uses these skills to help clients increase their level of performance and identify potential limiting blind spots. She also advises clients regarding investigations, employment-related risk mitigation, strategic planning, and interest-based problem resolution. Mary is a Certified Professional with the Society for Human Resources Management (SHRM) and is a founding member of the Association of Workplace Investigators (AWI). 5 Cathy Capriola (Project Director) – Cathy is an experienced local government consultant with 31 years of experience in the areas of general management, emergency management, organizational development, human resources, public information, community engagement, finance, information technology, and risk management. Cathy’s key strengths are strategic planning, facilitation, team building, coaching, mentoring, and project management. Cathy is a strategic thinker with extensive experience managing complicated, time sensitive and high stakes projects for departments and elected officials. As a developer of people and organizations, Cathy enjoys delivering best practices, new systems, and innovation. With a strategic entrepreneurial lens, Cathy has the ability to see enhanced levels of service delivery and to drive initiatives to reach the next level. She has extensive experience managing human resource operations, classification, and compensation, and developing financial strategies and strategies for labor negotiations. Shirley Concolino (Lead Consultant) – Shirley has over 35 years of experience working with elected officials and city managers and, as such, understands and possesses the skill set to effectively work in the political environment while remaining apolitical. Shirley retired as City Clerk of the City of Sacramento. Shirley has also held positions supporting elected officials and city managers/county administrative officers in the City of Davis and the County of Solano. Shirley is certified as an MMC, a distinguished city clerk Master Municipal Certification, and is past president of the City Clerk Association of California (CCAC). In 2010, she was selected by CCAC as California City Clerk of the Year. Shirley is also active in the International Institute of Municipal Clerks (IIMC), having taught national seminars and serving as a coach to City Clerks all over California. PROJECT FEES AND TIMELINE Hours Costs PHASE 1 - City Clerk Office Assessment & PRA Redesign Task 1 - Overall Organizational Assessment 25.0 $ 6,950 Task 2 - Records Management & PRA Assessment & Redesign 24.5 $ 6,787 Task 3 - Recommendations & Work Plan 27.0 $ 7,475 Sub-Total 76.5 $ 21,212.5 PHASE 2 - PRA Training & Implementation Task 4 - Implementation and Training 25.0 $ 6,925 Sub-Total 25.0 $ 6,925 TOTAL 101.5 $ 28,137.5 The project estimate is not to exceed $28,137.50 plus $1,500 in expenses for in-person travel and training. The project scope includes two phases of work. Phase 1 work will be delivered primarily virtually/online with one in-person visit. The training recommended in Phase 2 will be conducted in-person on-site. This project will be billed on milestones based on the completion of tasks as outlined above. Expenses will be charged based on actual costs. Expenses include mileage at the current IRS rate and travel time. Additional services not contemplated in this proposal will be invoiced at $275 per hour and will begin only after being agreed upon by the City and MRG. 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. 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. 3/12/2025 ☐ amc ☒ 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 3/13/2025 3/13/2025 ☒ NT ☒ NT 3 Department Director Approval of final agreement form to send to contractor 3/13/2025 ☒ amc for ms 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature 3/13/2025 ☒ amc 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 Click here to 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 TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Human Resources Project Manager: Alissa Curtin for Marissa Sanchez Extension: 3069 Contractor Name: MRG Contractor’s Contact: Cathy Capriola Contact’s Email: ccapriola@solutions-mrg.com ☐ FPPC: Check if Contractor/Consultant must file Form 700 AGREEMENT FOR MRG City Clerk Assessment and PRA Redesign Final Audit Report 2025-03-14 Created:2025-03-13 By:alissa curtin (alissa.curtin@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAANtZGZOmWBtrfo6n1MET5jLPMeDFWfgNg "AGREEMENT FOR MRG City Clerk Assessment and PRA Red esign" History Document created by alissa curtin (alissa.curtin@cityofsanrafael.org) 2025-03-13 - 6:55:16 PM GMT Document emailed to Mary Egan (egan@solutions-mrg.com) for signature 2025-03-13 - 6:55:23 PM GMT Email viewed by Mary Egan (egan@solutions-mrg.com) 2025-03-13 - 6:56:16 PM GMT Document e-signed by Mary Egan (egan@solutions-mrg.com) Signature Date: 2025-03-14 - 4:05:42 PM GMT - Time Source: server Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2025-03-14 - 4:05:45 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2025-03-14 - 5:24:46 PM GMT Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2025-03-14 - 6:17:37 PM GMT - Time Source: server Document emailed to Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) for signature 2025-03-14 - 6:17:39 PM GMT Email viewed by Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) 2025-03-14 - 8:26:50 PM GMT Document e-signed by Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) Signature Date: 2025-03-14 - 8:27:29 PM GMT - Time Source: server Document emailed to Lindsay Lara (city.clerk@cityofsanrafael.org) for approval 2025-03-14 - 8:27:31 PM GMT Email viewed by Lindsay Lara (city.clerk@cityofsanrafael.org) 2025-03-14 - 8:31:53 PM GMT Document approved by Lindsay Lara (city.clerk@cityofsanrafael.org) Approval Date: 2025-03-14 - 8:33:09 PM GMT - Time Source: server Document emailed to Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) for signature 2025-03-14 - 8:33:10 PM GMT Email viewed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) 2025-03-14 - 8:48:14 PM GMT Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2025-03-14 - 8:48:32 PM GMT - Time Source: server Document emailed to Lindsay Lara (city.clerk@cityofsanrafael.org) for signature 2025-03-14 - 8:48:34 PM GMT Email viewed by Lindsay Lara (city.clerk@cityofsanrafael.org) 2025-03-14 - 9:10:32 PM GMT Document e-signed by Lindsay Lara (city.clerk@cityofsanrafael.org) Signature Date: 2025-03-14 - 10:09:40 PM GMT - Time Source: server Agreement completed. 2025-03-14 - 10:09:40 PM GMT