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HomeMy WebLinkAboutCM City Manager Performance Review ServicesContract No. 2025.0013 AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND JACOB GREEN & ASSOCIATES, INC. FOR CITY MANAGER PERFORMANCE REVIEW 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 the certain proposals, dated April 22, 2025 (“Proposals”) 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, as further described in Exhibit A, in an amount of $22,800. May 15, 2025 v 08.22 2 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. 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. Cristine Alilovich 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. 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with v 08.22 3 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. v 08.22 4 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. 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 v 08.22 5 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 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, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. v 08.22 6 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. [Signatures are on the following page.] v 08.22 7 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: ____________________________ FJ 94A.N .#O9J9җ9QшѶспсфссѷпч."2Ҙ Dndrea YisveshZara JA.LAF DADGNA;#җ9QрфѶспсфруѷтц."2Ҙ Fristine Dlilovich AF.9Q 9J9җ9QрфѶспсфруѷфц."2Ҙ Oindsay Oara 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 proposals, which are attached to this Exhibit A. Proposal for City Manager 360° Performance Review 13217 Jamboree Rd., #248 Tustin, CA 92782 888.4.JGA.1ST JacobGreenAndAssociates.com APRIL 2025 TABLE OF CONTENTS LETTER FROM CEO JACOB GREEN SCOPE OF SERVICES PROPOSAL COSTS YOUR TEAM Page 1 Cover Letter Section C Section B Section A Pages 2 - 4 Pages 5 - 8 Pages 9 - 10 PAGE 1 Jacob Green President & CEO 1.888.4.JGA.1ST | INFO@JACOBGREENANDASSOCIATES.COM April 22, 2025Cristine Alilovich, City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Dear City Manager Alilovich, Thank you for the opportunity to support the City of San Rafael in conducting a 360° Review of the City Manager.This type of review is a valuable leadership development tool that gathers confidential feedback from those who work most closely with the City Manager—direct reports, members of the City Council, and key external stakeholders. By capturing input from these core perspectives, the process provides a well-rounded view of performance and leadership impact, reinforcing strengths and highlighting opportunities for continued growth.Jacob Green & Associates (JGA) brings extensive experience in performance evaluation and leadership development within local government. We approach this work with discretion, professionalism, and a deep understanding of the unique dynamics of city leadership roles. Our goal is to deliver meaningful insights that support alignment with Council priorities and the continued success of San Rafael’s executive leadership.We appreciate the opportunity to partner with you on this important effort.Sincerely SCOPE OF SERVICES SECTION A PAGE 2 •Direct Reports •Executive Team •City Councilmembers •External Stakeholders and Partner Agencies CITY MANAGER 360°PERFORMANCE REVIEWIt is essential for local government leaders to receive comprehensive, well-rounded feedback to support their continued growth and alignment with the community's goals. This 360° Performance Review will provide the City Council and City Manager with valuable insight into how the City Manager’s leadership is experienced across a variety of stakeholder groups—internally and externally. JGA’s 360° Review process is confidential, structured, and anchored in best practices for executive development. The review ensures that feedback is collected and delivered in a constructive, actionable format that promotes professional growth and organizational alignment. JGA will perform the following: STEP 1: DESIGN AND DEPLOY 360° SURVEY INSTRUMENT: Deploy JGA's 360° survey tool tailored to the City Manager’s role, aligned with Council goals, organizational values, and best practices in executive performance. The survey may be distributed to any sample of the following stakeholders (to be determined by the City Manager): The City Manager will also complete a self-assessment for comparison purposes. STEP 2: STAKEHOLDER ENGAGEMENT AND FEEDBACK COLLECTION: Coordinate and administer the survey process, ensuring high participation and candid input through secure, anonymous channels. JGA will remain available to participants for clari�ication and support throughout the process. STEP 3: DATA ANALYSIS AND COMPARATIVE INSIGHTS:Analyze quantitative and qualitative feedback across stakeholder groups, drawing out key themes and patterns. JGA will identify areas of alignment and divergence between the City Manager’s self-assessment and the feedback provided by others. STEP 4: FINAL 360° FEEDBACK REPORT:Prepare a summary report in an easy-to-navigate format. The report may include: •Key Takeaways and Themes •Feedback Comparison by Stakeholder Group •Identified Strengths and Areas for Improvement •Actionable Development Plan outlining specific growth opportunities, professional developmentgoals, and suggested follow-up steps. PAGE 3 •Strict Confidentiality: Maintain strict confidentiality throughout the process and only discussthe content of the 360° evaluation with the appointee and/or the consultant team. •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 4 PAGE 5 YOUR TEAM SECTION 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 6 NICOLE BEACH, PMPDirector 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. ELISABETH SALLACKProject CoordinatorElisabeth Sallack is a versatile leader with 11 years of experience spanning military operations, special needs education, victim advocacy, and Department of Defense initiatives. As a Project Coordinator Intern at Jacob Green and Associates, Elisabeth enhances client experiences by providing seamless project support and fostering strong relationships. She plays a vital role in organizing JGA’s resources to ensure efficient execution and high-quality service for clients. From teaching and supporting special needs children to leading teams of over 1,000 personnel as a United States Army Field Artillery Officer, Elisabeth has developed a unique ability to adapt, communicate, and lead in diverse environments. This dynamic background has honed expertise in crisis response, resilience training, and strategic decision-making—critical skills for emergency management and leadership development. With extensive experience in project management and cross-functional collaboration, Elisabeth has successfully executed large-scale military operations, streamlined HR processes, and developed data-driven solutions to enhance efficiency. As a Certified Victim Advocate, she spearheaded initiatives supporting over 1,000 individuals, fostering safer workplace cultures and reinforcing the importance of leadership in high-stakes situations. Working within the Department of Defense has further strengthened Elisabeth’s expertise in operational coordination, risk management, and policy implementation. Holding a Secret Security Clearance, Elisabeth is well-equipped to lead in high-pressure environments, ensuring mission success through strategic planning and team empowerment. With a Master’s in International Relations (Security Policy) from Saint Mary’s University and a Bachelor’s in Criminal Justice and Criminology from Arizona State University, Elisabeth Sallack is committed to applying this diverse skill set to emergency management, leadership training, and organizational resilience. 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 7 PAGE 8 MIKE BARAYSenior Advisor // Law Enforcement Chief Mike Baray (ret.) brings 40 years of law enforcement experience to the Jacob Green and Associates team. As a former police chief and district attorney chief investigator, he has a unique law enforcement perspective. Chief Baray has extensive criminal and civil investigation experience. He also has notable experience building successful teams, assessing the core functions and operations of municipal and county government organizations, and implementing positive transformational changes. Chief Baray has over 20 years of progressively responsible investigative experience, 12 years of chief executive experience, and 15 years of tactical operations experience. He began his law enforcement career in 1982, with the Long Beach Police Department and was assigned to the patrol division, metropolitan division/ SWAT, and the special investigation division (SID), as a detective. In 1992, Chief Baray lateraled to the Murrieta Police Department and held every rank including chief of police. In 2013 Chief Baray accepted the job as the chief investigator for the Ventura County District Attorney’s Office, where he served for 9 years. PAGE 9 PROPOSAL COST SECTION C PAGE 10 JacobGreenAndAssociates.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 speci�ied in the proposal document. Any modi�ications or alterations to the proposal, as well as adjustments to the costs, will require mutual agreement between the involved parties. Description Cost Travel Not applicable Materials City Manager 360° Performance Review $2,800 Digital format provided at no cost INVOICING SCHEDULE FOR PERFORMANCE EVALUATION:Monthly invoices will be submitted based on a percentage of milestones completed. 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:_______________________________________ JacobGreenAndAssociates.com Proposal for City Manager Performance Evaluation Facilitation 13217 Jamboree Rd., #248 Tustin, CA 92782 888.4.JGA.1ST APRIL 2025 TABLE OF CONTENTS LETTER FROM CEO JACOB GREEN SCOPE OF SERVICES PROPOSAL COSTS YOUR TEAM Page 1 Cover Letter Section C Section B Section A Pages 2 - 4 Pages 5 - 8 Pages 9 - 10 PAGE 1 Jacob Green President & CEO 1.888.4.JGA.1ST | INFO@JACOBGREENANDASSOCIATES.COM April 22, 2025 Cristine Alilovich, City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Dear City Manager Alilovich, Thank you for the opportunity to once again support the City of San Rafael in facilitating the City Manager Performance Evaluation process.We are pleased to continue this important work with you and your team. As we did last year, Jacob Green & Associates (JGA) will bring a thoughtful, structured approach to this effort—one that supports accountability, encourages transparency, and promotes continuous improvement. This process enables the City Council and other key stakeholders to acknowledge progress, identify areas for growth, and align on priorities for the future.Our team’s extensive experience in local government leadership—over 600 years combined—positions us well to provide insight and facilitation that reflect best practices and practical, actionable feedback. We look forward to building on the strong foundation we established last year and helping ensure the City’s leadership continues to serve the San Rafael community with excellence.Thank you again for your trust in JGA. We value our continued partnership with the City of San Rafael.Sincerely SCOPE OF SERVICES SECTION A PAGE 2 PAGE JGA will meet virtually with each councilmember to discuss the City Manager's performance. Input is compiled into a concise, written performance review draft to include four sections: 1) Areas of Success, 2) Areas for Improvement, 3) Goals for Next Performance Period, and 4) Overall Rating. A second “One-off” document is also created to capture any feedback received from only one member of the Council. The drafts will be sent to the Council for review via e-mail. Assuming no substantive changes are received from the Council, the draft documents will be considered approved. If concerns are raised regarding the draft content, JGA reserves the right to request a special closed session with the Council to receive Council direction on the documents prior to proceeding with the next steps. 1.Ensure compliance with existing employment agreements.2.Recognize the accomplishments of the City Manager and show appreciation for the uniquecontributions to the organization.3.Design a credible appraisal process that incorporates industry best practices.4.Ensure an environment that creates a thoughtful and deliberative environment with directcommunication and embrace of the Council-Manager relationship.5.Maintain alignment between established City Council goals and achievements attained.6.Clearly identify areas where the City Manager is doing well and can improve performance.7.Determine the need for further professional development, education, and training. CITY MANAGER PERFORMANCE EVALUATION FACILITATION JGA will facilitate the City Manager Performance Evaluation process. PROCESS GOALS: STEP 1: ONE-ON-ONE CITY COUNCIL INTERVIEWS STEP 2: DRAFT CREATION & COUNCIL APPROVAL PAGE 3 JGA will facilitate the closed session performance review virtually for the City Manager. JGA will review the draft performance review document with the City Manager and any “One-off” comments obtained to help the City Manager prepare for the �inal closed session review. STEP 3: REVIEW OF MATERIALS WITH APPOINTEE STEP 4: FACILITATED PERFORMANCE REVIEW •Strict Confidentiality: Maintain strict confidentiality throughout the process and only discussthe content of the performance evaluation with the appointee and/or the consultant team. •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 4 PAGE 5 YOUR TEAM SECTION 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 6 NICOLE BEACH, PMPDirector 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. ELISABETH SALLACKProject CoordinatorElisabeth Sallack is a versatile leader with 11 years of experience spanning military operations, special needs education, victim advocacy, and Department of Defense initiatives. As a Project Coordinator Intern at Jacob Green and Associates, Elisabeth enhances client experiences by providing seamless project support and fostering strong relationships. She plays a vital role in organizing JGA’s resources to ensure efficient execution and high-quality service for clients. From teaching and supporting special needs children to leading teams of over 1,000 personnel as a United States Army Field Artillery Officer, Elisabeth has developed a unique ability to adapt, communicate, and lead in diverse environments. This dynamic background has honed expertise in crisis response, resilience training, and strategic decision-making—critical skills for emergency management and leadership development. With extensive experience in project management and cross-functional collaboration, Elisabeth has successfully executed large-scale military operations, streamlined HR processes, and developed data-driven solutions to enhance efficiency. As a Certified Victim Advocate, she spearheaded initiatives supporting over 1,000 individuals, fostering safer workplace cultures and reinforcing the importance of leadership in high-stakes situations. Working within the Department of Defense has further strengthened Elisabeth’s expertise in operational coordination, risk management, and policy implementation. Holding a Secret Security Clearance, Elisabeth is well-equipped to lead in high-pressure environments, ensuring mission success through strategic planning and team empowerment. With a Master’s in International Relations (Security Policy) from Saint Mary’s University and a Bachelor’s in Criminal Justice and Criminology from Arizona State University, Elisabeth Sallack is committed to applying this diverse skill set to emergency management, leadership training, and organizational resilience. 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 7 PAGE 8 MIKE BARAYSenior Advisor // Law Enforcement Chief Mike Baray (ret.) brings 40 years of law enforcement experience to the Jacob Green and Associates team. As a former police chief and district attorney chief investigator, he has a unique law enforcement perspective. Chief Baray has extensive criminal and civil investigation experience. He also has notable experience building successful teams, assessing the core functions and operations of municipal and county government organizations, and implementing positive transformational changes. Chief Baray has over 20 years of progressively responsible investigative experience, 12 years of chief executive experience, and 15 years of tactical operations experience. He began his law enforcement career in 1982, with the Long Beach Police Department and was assigned to the patrol division, metropolitan division/ SWAT, and the special investigation division (SID), as a detective. In 1992, Chief Baray lateraled to the Murrieta Police Department and held every rank including chief of police. In 2013 Chief Baray accepted the job as the chief investigator for the Ventura County District Attorney’s Office, where he served for 9 years. PAGE 9 PROPOSAL COST SECTION C PAGE 10 JacobGreenAndAssociates.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 speci�ied in the proposal document. Any modi�ications or alterations to the proposal, as well as adjustments to the costs, will require mutual agreement between the involved parties. INVOICING SCHEDULE FOR PERFORMANCE EVALUATION:25% Upon Execution25% Upon Completion of Step 125% Upon Completion of Step 2 & 325% Upon Completion of Step 4 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:_______________________________________ Description Cost City Manager Performance Evaluation Facilitation $28,000 $20,000 Price reduced based on reduced scope to accommodate the client's timing request Travel Included Materials Included 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 4/24/2025 Click here to enter a date. ☐ LS or CL ☐ 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 5/5/2025 5/5/2025 ☒ NT ☒ NT 3 Department Director Approval of final agreement form to send to contractor 5/7/25 ☒ LS for CA 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature 5/7/2025 ☒ 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 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 5/7/25 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 Managers Office Project Manager: Cristine Alilovich Extension: 3384 Contractor Name: Jacob Green & Associates Contractor’s Contact: Jacob Green Contact’s Email: jacob@jacobgreenassociates.com ☐ FPPC: Check if Contractor/Consultant must file Form 700 PSA -Jacob Green & Associates - City Manager Performance Evaluation Final Audit Report 2025-05-15 Created:2025-05-07 By:Nataly Torres (nataly.torres@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAARgRBWFtcUKdLQy9pjuI0JDVM_OnR5MTT "PSA -Jacob Green & Associates - City Manager Performance E valuation" History Document created by Nataly Torres (nataly.torres@cityofsanrafael.org) 2025-05-07 - 11:55:36 PM GMT- IP address: 199.88.113.8 Document emailed to Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) for signature 2025-05-07 - 11:59:36 PM GMT Email viewed by Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) 2025-05-10 - 5:06:33 AM GMT- IP address: 104.47.65.254 Document e-signed by Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) Signature Date: 2025-05-10 - 5:08:02 AM GMT - Time Source: server- IP address: 73.66.5.250 Document emailed to city.clerk@cityofsanrafael.org for approval 2025-05-10 - 5:08:06 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2025-05-12 - 8:28:36 PM GMT- IP address: 24.5.253.74 Document approval delegated to Lindsay Lara (lindsayl@cityofsanrafael.org) by city.clerk@cityofsanrafael.org 2025-05-12 - 8:28:46 PM GMT- IP address: 24.5.253.74 Document approved by Lindsay Lara (lindsayl@cityofsanrafael.org) Approval Date: 2025-05-12 - 8:29:00 PM GMT - Time Source: server- IP address: 24.5.253.74 Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2025-05-12 - 8:29:03 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2025-05-15 - 9:37:32 PM GMT- IP address: 104.47.65.254 Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2025-05-15 - 9:37:53 PM GMT- IP address: 199.88.113.8 Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2025-05-15 - 9:37:55 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to city.clerk@cityofsanrafael.org for signature 2025-05-15 - 9:37:59 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2025-05-15 - 9:55:03 PM GMT- IP address: 199.88.113.8 Signer city.clerk@cityofsanrafael.org entered name at signing as Lindsay Lara 2025-05-15 - 9:57:42 PM GMT- IP address: 199.88.113.8 Document e-signed by Lindsay Lara (city.clerk@cityofsanrafael.org) Signature Date: 2025-05-15 - 9:57:44 PM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2025-05-15 - 9:57:44 PM GMT