HomeMy WebLinkAboutCC Resolution 13616 (Finance Dept. Director Services; RGS)RESOLUTION NO. 13616
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH REGIONAL GOVERNMENT SERVICES
AUTHORITY FOR FINANCE DEPARTMENT DIRECTOR SERVICES
WHEREAS, the City has been without a permanent Finance Director since May 2011; and
WHEREAS, a stable finance department with a permanent Finance Director is in the City's best
interest; and
WHEREAS, Regional Government Services is a Joint Powers Authority that was formed in 2001
to provide services to public agencies in the areas of staffing, employee benefits administration, and other
consulting and project management services; and
WHEREAS, the City wishes to utilize Regional Government Services to provide the Finance
Director services;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL DOES RESOLVE,
DETERMINE AND ORDER AS FOLLOWS:
The CITY MANAGER is authorized to execute an agreement with Regional Government Services
Authority in a form approved by the City Attorney.
I, Esther C. Berne, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly
and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael,
held on Monday, the 16th of September, 2013, by the following vote, to wit:
AYES: Councilmembers: Colin, Connolly, Heller, McCullough & Mayor Phillips
NOES: Councilmembers: None
ABSENT: Councilmembers: None
Esther C. Beirne, City Clerk
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Preamble: The agreement for services described below is also an agreement to engage in
a relationship between organizations — agency partners. In order to establish a mutually
respectful relationship as well as a productive one, RGS has adopted the following values
and business methods.
Our Values
• Expert Services: RGS serves exclusively public sector agencies with its team of public
sector experts.
• Innovation: RGS encourages and develops innovative and sustainable services to help
each agency meet its challenges through new modes of service provision.
• Customer Driven: RGS customizes solutions to achieve the right level and right kind of
service at the right time for each agency's unique organizational needs.
• Perseverance: Sometimes the best solutions are not immediately apparent. RGS
listens, works with you, and sticks with it until a good fit with your needs is found.
• Open Source Sharing: RGS tracks emerging best practices and shares them, learning
openly from each other's hard won experience.
• Commitment: government agencies are the public's only choice for many services.
Public trust is earned and must be used wisely. And RGS will do its part. Each agency
should and will know how RGS sets its rates. RGS' pledge to you is that we will act with
honesty, openness, and full transparency.
How RGS Does Business
When you work with RGS you can expect:
• Pre -contract meetings either in person or by phone to ensure our working relationship
starts on firm footing. RGS will strive to be explicit up front and put our
understandings in writing. Before making assumptions, we hope to talk directly to
prevent any misunderstandings.
• Ongoing interaction throughout our relationship to ensure that your needs are being
met, and that projects progress appropriately and agreed-upon timelines are met.
• RGS operates candidly, and will be open with what we can and cannot do. RGS is
committed to honest interaction.
• When our employees are on your site, we expect them to treat people respectfully and
be treated respectfully. If problems arise, we want to communicate early, accurately,
and thoroughly to ensure that we find mutually acceptable solutions.
• As a public, agency, partnering is valued. We look out for each other's interests
consistent with maintaining the public trust.
• To keep expectations realistic, it is important to understand that RGS is a governmental
joint powers agency evolving to meet upcoming local government needs. RGS has
carefully constructed policies and procedures to allow us maximum flexibility to meet
your needs. In doing this, we must recover our costs, which are kept to a minimum so
client agency revenues are used wisely. We receive no tax revenues or client subsidies.
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Agreement for Management and Administrative Services
This Agreement for Management Services ("Agreement") is made and entered into as of
the 16th day of September 2013, by and between the City of San Rafael, a municipal
agency ("Agency"), and Regional Government Services Authority (RGS), a joint
powers authority, (each individually a "Party" and, collectively, the "Parties").
RECITALS
THIS AGREEMENT is entered into with reference to the following facts and
circumstances:
A. That Agency desires to engage RGS to render certain services to it;
B. That RGS is a management and administrative services provider and is qualified to
provide such services to the Agency; and
C. That the Agency has elected to engage the services of RGS upon the terms and
conditions as hereinafter set forth.
TERMS AND CONDITIONS
Section it. Services. The services to be performed by RGS under this Agreement shall
include those services set forth in the Exhibits, which is by this reference
incorporated herein and made a part hereof as though it were fully set forth
herein.
Where in conflict, the terms of this Agreement supersede and prevail over
any terms set forth in the Exhibits.
1.1 Standard of Performance. RGS shall perform all services required
pursuant to this Agreement in the manner and according to the
standards observed by a competent practitioner of the profession in
which RGS is engaged in the geographical area in which RGS practices
its profession. RGS shall prepare all work products required by this
Agreement in a substantial, first-class manner and shall conform to
the standards of quality normally observed by a person practicing in
RGS's profession.
1.2 Assignment of Personnel. RGS shall assign only competent
personnel to perform services pursuant to this Agreement. In the
event that Agency, in its sole discretion, at any time during the term of
this Agreement, desires the reassignment of any such persons, RGS
shall consider reassigning such person or persons. RGS's Executive
Director will notify Agency's Chief Executive Officer in writing prior to
assigning a different RGS employee to provide services other than the
initial RGS Staff identified on the Exhibits.
1.3 Time. RGS shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to meet
the standard of performance provided in above and to satisfy RGS's
obligations hereunder in the Exhibits.
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Between the City of San Rafael and Regional Government Services Authority September 16, 2013
Section 2. Term of Agreement and Termination. Services shall commence on or
about the date specified in the Exhibits and shall continue until the date
anticipated in the Exhibits to terminate, at which time services may continue
on a month-to-month basis until one party terminates the agreement. This
agreement may be terminated by either Party, with or without cause, upon
go days written notice. Agency has the sole discretion to determine if the
services performed by RGS are satisfactory to the Agency, which
determination shall be made in good faith. If the Agency determines that the
services performed by RGS are not satisfactory, the Agency may terminate
this agreement by giving written notice to RGS. Upon receipt of notice of
termination by either Party, RGS shall cease performing duties on behalf of
Agency on the termination date specified and the compensation payable to
RGS shall include only the period for which services have been performed by
RGS.
Section 3. Compensation. Payment under this Agreement shall be as provided in the
Exhibits.
Section 4. Effective Date. This Agreement shall become effective on the date first
herein above written.
Section 5. Relationship of Parties.
5.1 It is understood that the relationship of RGS to the Agency is that of
an independent contractor and all persons working for or under the
direction of RGS are its agents or employees and not agents or
employees of Agency. The Agency and RGS shall, at all times, treat all
persons working for or under the direction of RGS as agents and
employees of RGS, and not as agents or employees of the Agency.
Agency shall have the right to control RGS only insofar as the results
of RGS's services rendered pursuant to this agreement and
assignment of personnel pursuant to Section 1.
5.2 RGS shall provide services under this Agreement through one or more
employees of RGS qualified to perform services contracted for by
Agency. Key RGS staff who will provide services to the Agency are
indicated in the Exhibits. The Executive Director will not reassign any
of the staff indicated in the Exhibits without first consulting with the
Agency. The Executive Director will consult with Agency on an as -
needed basis to assure that the services to be performed are being
provided in a professional manner and meet the objectives of Agency.
5.3 Agency shall not have the ability to direct how services are to be
performed, specify the location where services are to be performed, or
establish set hours or days for performance of services, except as set
forth in the Exhibits.
5.4 Agency shall not have any right to discharge any employee of RGS
from employment.
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5.5 RGS shall, at its sole expense, supply for its employees providing
services to Agency pursuant to this Agreement any and all benefits,
such as worker's compensation, disability insurance, vacation pay,
sick pay, or retirement benefits; obtain and maintain all licenses and
permits usual or necessary for performing the services; pay any and all
taxes incurred as a result of the employee(s) compensation, including
estimated taxes, FICA and other employment taxes; and provide
Agency with proof of payment of taxes on demand.
Section 6. Insurance Requirements. Before beginning any work under this
Agreement, RGS, at its own cost and expense, shall procure "occurrence
coverage" insurance against claims for injuries to persons or damages to
property that may arise from or in connection with the performance of the
work hereunder by RGS and its agents, representatives, employees, and
subcontractors. RGS shall provide proof satisfactory to Agency of such
coverage that meets the requirements of this section and under forms of
insurance satisfactory in all respects to the Agency. RGS shall maintain the
insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be paid by RGS. RGS shall not
allow any subcontractor to commence work on any subcontract until RGS
has obtained all insurance required herein for the subcontractor(s) and
provided evidence thereof to Agency. Verification of the required insurance
shall be submitted and made part of this Agreement prior to execution.
6.1 Workers' Comuensation. RGS shall, at its sole cost and expense,
maintain statutory Workers' Compensation Insurance and Employer's
Liability Insurance for any and all persons employed directly or
indirectly by RGS. The statutory Workers' Compensation Insurance
and Employer's Liability Insurance shall be provided with limits of not
less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In
the alternative, RGS may rely on a self-insurance program to meet
those requirements, but only, if the program of self-insurance complies
fully with the provisions of the California Labor Code. The insurer, if
insurance is provided, or RGS, if a program of self-insurance is
provided, shall waive all rights of subrogation against the Agency and
its officers, officials, employees, and volunteers for loss arising from
work performed under this Agreement where the subject loss is not
proximately caused by the actions of or failure to act by a Agency
officer, agent or employee or any person or entity other than the
parties to the agreement.
An endorsement shall state that coverage shall not be suspended,
voided, canceled by either party, reduced in coverage or in limits,
except after 15 days' prior written notice has been given to the Agency.
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6.2 Commercial General and Automobile Liabilitv Insurance.
6.2.1 General requirements. RGS, at its own cost and expense,
shall maintain commercial general and automobile liability
insurance for the term of this Agreement in an amount not less
than ONE MILLION DOLLARS ($1,000,000.00) per
occurrence, combined single limit coverage for risks associated
with the work contemplated by this Agreement. RGS shall
additionally maintain commercial general liability in an
amount not less than TWO MILLION DOLLARS ($2,000,000)
aggregated for bodily injury, personal injury, and property
damage. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general
aggregate limit is used, either the general aggregate limit shall
apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice
the required occurrence limit. Such coverage shall include but
shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities
contemplated under this Agreement, including the use of
owned and non -owned automobiles.
6.2.2 Minimum scone of coverage. Commercial general coverage
shall be at least as broad as Insurance Services Office
Commercial General Liability occurrence form CG 000l or GL
0002 (most recent editions) covering comprehensive General
Liability and Insurance Services Office form number GL 0404
covering Broad Form Comprehensive General Liability.
Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA o001 (ed. 12/90)
Code 8 and 9. No endorsement shall be attached limiting the
coverage.
6.2.3 Additional requirements. Each of the following shall be
included in the insurance coverage or added as an endorsement
to the policy:
a. Agency and its officers, employees, agents, and
volunteers shall be covered as insureds with respect to
each of the following: liability arising out of activities
performed by or on behalf of RGS including the
insured's general supervision of RGS; products and
completed operations; premises owned, occupied, or
used by RGS; and automobiles owned, leased, or used by
RGS. The coverage shall contain no special limitations
on the scope of protection afforded to Agency or its
officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an
accident basis, and not on a claims -made basis.
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C. An endorsement must state that coverage is primary
insurance with respect to the Agency and its officers,
officials, employees and volunteers, and that no
insurance or self-insurance maintained by the Agency
shall be called upon to contribute to a loss under the
coverage.
d. An endorsement shall state that coverage shall not be
suspended, voided, cancelled by either party, or reduced
in coverage or in limits, except following reasonable
notice to the Agency.
6.3 Professional Liabilitv Insurance. Upon written request of
Agency, RGS, at its own cost and expense, shall maintain for the
period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000)
covering the licensed professionals' errors and omissions.
6.3.1 Any deductible or self-insured retention shall not exceed
$1,000 per claim.
6.3.2 An endorsement shall state that coverage shall not be
suspended, voided, canceled by either party, reduced in
coverage or in limits, except after 15 days' prior written notice
has been given to the Agency.
6.3.3 The following provisions shall apply if the professional liability
coverages are written on a claims -made form:
a. The retroactive date of the policy must be shown and
must be before the date of the Agreement.
b. Insurance must be maintained and evidence of
insurance must be provided for at least five years after
completion of the Agreement or the work, so long as
commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not
replaced with another claims -made policy form with a
retroactive date that precedes the date of this
Agreement, RGS must provide extended reporting
coverage for a minimum of 5 years after completion of
the Agreement or the work. The Agency- shall have the
right to exercise, at RGS's sole cost and expense, any
extended reporting provisions of the policy, if RGS
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be
submitted to the Agency prior to the commencement of
any work under this Agreement.
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6.4 All Policies Requirements.
6.4.1 Accevtability of insurers. All insurance required by this
section is to be placed with insurers with a Bests' rating of no
less than A:VII.
6.4.2 Verification of coverage. Prior to beginning any work under
this Agreement, RGS shall furnish Agency with notifications of
coverage and with original endorsements effecting coverage
required herein. The notifications and endorsements for each
insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. The Agency reserves the
right to require complete, certified copies of all required
insurance policies, at any time.
6.4.3 Subcontractors. RGS shall include all subcontractors as
insureds under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated
herein.
6.4.4 Variation. The Agency may approve a variation in the
foregoing insurance requirements, upon a determination that
the coverages, scope, limits, and forms of such insurance are
either not commercially available, or that the Agency's interests
are otherwise fully protected.
6.4.5 Deductibles and Self -Insured Retentions. RGS shall
disclose to and obtain the approval of Agency for the self-
insured retentions and deductibles before beginning any of the
services or work called for by any term of this Agreement.
During the period covered by this Agreement, only upon the
prior express written authorization of Agency's Chief Executive
Officer, RGS may increase such deductibles or self-insured
retentions with respect to Agency, its officers, employees,
agents, and volunteers. The Agency's Chief Executive Officer
may condition approval of an increase in deductible or self-
insured retention levels with a requirement that RGS procure a
bond, guaranteeing payment of losses and related
investigations, claim administration, and defense expenses that
is satisfactory in all respects to each of them.
6.4.6 Notice of Reduction in Covera-ze. In the event that anv
coverage required by this section is reduced, limited, or
materially affected in any other manner, RGS shall provide
written notice to Agency at RGS's earliest possible opportunity
and in no case later than five days after RGS is notified of the
change in coverage.
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Between the City of San Rafael and Regional Government Services Authority September 16, 2013
6.5 Remedies. In addition to any other remedies Agency may have if
RGS fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required,
Agency may, at its sole option exercise any of the following remedies,
which are alternatives to other remedies Agency may have and are not
the exclusive remedy for RGS's breach:
• Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under the
Agreement;
• Order RGS to stop work under this Agreement or withhold any
payment that becomes due t hereunder, or both stop work and
withhold any payment, until RGS demonstrates compliance
with the requirements hereof; and/or
• Terminate this Agreement.
Section 7. Legal Reauirements.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Comvliance with Anulicable Laws. RGS and any subcontractors
shall comply with all laws applicable to the performance of the work
hereunder.
7.3 Other Governmental Regulations. To the extent that this
Agreement may be funded by fiscal assistance from another
governmental entity, RGS and any subcontractors shall comply with
all applicable rules and regulations to which Agency is bound by the
terms of such fiscal assistance program.
7.4 Licenses and Permits. RGS represents and warrants to Agency that
RGS and its employees, agents, and any subcontractors have all
licenses, permits, qualifications, and approvals of whatsoever nature
that are legally required to practice their respective professions and
that RGS is authorized by law to provide the services contemplated by
this agreement. RGS represents and warrants to Agency that RGS and
its employees, agents, and subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement
any licenses, permits, and approvals that are legally required to
practice their respective professions.
7.5 Nondiscrimination and Eaual Ouuortunity. RGS shall not
discriminate, on the basis of a person's race, religion, color, national
origin, age, physical or mental handicap or disability, medical
condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a
subcontract, or participant in, recipient of, or applicant for any
services or programs provided under this Agreement. RGS shall
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comply with all applicable federal, state, and Local laws, policies,
rules, and requirements related to equal opportunity and
nondiscrimination in employment, contracting, and the provision of
any services that are the subject of this Agreement.
Section 8. Keeping and Status of Records.
8.1 Records Created as Part of RGS's Performance. All reports,
data, maps, models, charts, studies, surveys, photographs,
memoranda, plans, studies, specifications, records, files, or any other
documents or materials, in electronic or any other form, that RGS
prepares or obtains pursuant to this Agreement and that relate to the
matters covered hereunder shall be the property of the Agency. RGS
hereby agrees to deliver those documents to the Agency upon
termination of the Agreement. It is understood and agreed that the
documents and other materials, including but not limited to those
described above, prepared pursuant to this Agreement are prepared
specifically for the Agency and are not necessarily suitable for any
future or other use.
8.2 Confidential Information. RGS shall hold any confidential
information received from Agency in the course of performing this
Agreement in trust and confidence and will not reveal such
confidential information to any person or entity, either during the
term of the Agreement or at any time thereafter. Upon expiration of
this Agreement, or termination as provided herein, RGS shall return
materials which contain any confidential information to Agency. For
purposes of this paragraph, confidential information is defined as all
information disclosed to RGS which relates to Agency past, present,
and future activities, as well as activities under this Agreement, which
information is not otherwise of public record under California law.
Agency shall notify RGS what information and documents are
confidential and thus subject to this section 8.2.
8.3 RGS's Books and Records. RGS shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other
records or documents evidencing or relating to charges for services or
expenditures and disbursements charged to the Agency under this
Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment under this
Agreement.
8.4 Inspection and Audit of Records. Any records or documents that
Section 8.2 of this Agreement requires RGS to maintain shall be made
available for inspection, audit, and/or copying at any time during
regular business hours, upon oral or written request of the Agency.
Under California Government Code Section 8546.7, if the amount of
public funds expended under this Agreement exceeds $io,000.00, the
Agreement shall be subject to the examination and audit of the State
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Between the City of San Rafael and Regional Government Services Authority September 16, 2013
Auditor, at the request of Agency or as part of any audit of the Agency,
for a period of 3 years after final payment under the Agreement.
Section 9. Non -assignment. This Agreement is not assignable either in whole or in
part without the written consent of the other party.
Section 10. Amendments. This Agreement may be amended or modified only by
written agreement signed by both Parties.
Section 11. Validity The invalidity, in whole or in part, of any provisions of this
Agreement shall not void or affect the validity of any other provisions of this
Agreement.
Section 12. Governing Law/Attornevs Fees. This Agreement shall be governed by
the laws of the State of California and any suit or action initiated by either
party shall be brought in Alameda County, California. In the event of
litigation between the Parties hereto to enforce any provision of the
Agreement, the prevailing Party shall be entitled to reasonable attorney's fees
and costs of litigation.
Section 13. Mediation. Should any dispute arise out of this Agreement, the Parties shall
meet in mediation and attempt to reach a resolution with the assistance of a
mutually acceptable mediator. Neither Party shall be permitted to file legal
action without first meeting in mediation and making a good faith attempt to
reach a mediated resolution. The costs of the mediator, if any, shall be paid
equally by the Parties. If a mediated settlement is reached, neither Party shall
be deemed the prevailing party for purposes of the settlement and each Party
shall bear its own legal costs.
Section 14 Emulovment Offers to Our Staff. During the term of this Agreement
and for a period of six months thereafter, the parties agree not to hire, solicit,
or attempt to solicit whether directly or indirectly, the services of any staff,
employee, consultant, or subcontractor of the other party without the prior
written consent of the party. Violation of this provision shall, in addition to
other relief, require the breaching party to compensate the non -breaching
party with loo % of the solicited person's annual total compensation.
14.1 Hiring EmiDlovees. Should the AGENCY desire to offer permanent
or temporary employment to an RGS employee who is either currently
assigned to the AGENCY or has been assigned to the AGENCY within
the previous six months, said AGENCY will be charged a fee equal to
the full-time cost of the RGS employee for one month, using the most
recent RGS bill rate for the RGS employee's services to the Agency.
This fee is to recover RGS' expenses in recruiting the former and
replacement RGS staff.
Section 15 Entire Agreement. This Agreement, including the Exhibits, comprises the
entire Agreement.
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Between the City of San Rafael and Regional Government Services Authority September 16, 2013
Section 16 Indemnity.
16.1 RGS's indemnity obligations. Neither party will assume undue
risk for the other party. RGS will defend and indemnify Agency, and
hold it harmless, from any claim, demand or liability that is related to,
or results from the manner in which RGS has performed this
Agreement. Thus, RCS's indemnity obligations will arise when any
claim or demand is made against Agency which premises Agency's
liability, in whole or in part, upon any of the following:
a. the quality or character of the work of RGS's employees or
subcontractors;
b. the negligent acts or omissions of RGS or its officers, directors,
employees, or agents; or
C. the willful misconduct of RGS or its officers, directors,
employees, or agents.
Further, RGS will defend and indemnify Agency, and hold it harmless,
from any claim, demand or liability that is related to, or results from
an assertion that as a result of providing services to Agency, an RGS
employee or a person performing work pursuant to this agreement is
entitled to benefits from, or is covered by, the Social Security
retirement system or other such defined benefit retirement systems.
Notwithstanding the foregoing, however, RGS's obligation for any
payments to such a claimant shall be limited to those payments which
Agency may be required to pay.
16.2 Agencv's indemnitv obligations. Agency shall indemnify, defend
and hold harmless RGS and its officers, directors, employees and
agents from any and all claims and lawsuits where such persons are
named in the lawsuit solely by virtue of the position they hold with
Agency, or solely because of a duty any of them performs while in that
position.
It is the intent of the parties here to define indemnity obligations that
are related to or arise out of Agency's actions as a governmental entity.
Thus, Agency shall be required to indemnify and defend only under
circumstances where a cause of action is stated against RGS, its
employees or agents:
a. which is unrelated to the skill their have used in the
performance of the duties delegated to them under this
Agreement;
b. when the allegations in such cause of action do not suggest the
active fraud or other misconduct of RGS, its employees, or
agents; and
C. where a Agency employee, if he had been acting in a like
capacity, otherwise would be acting within the scope of that
employment.
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Whenever Agency owes a duty hereunder to indemnify RGS, its
employees or agents, Agency further agrees to pay RGS a
reasonable fee for all time spent by any RGS employee, or spent
by any person who has performed work pursuant to this
agreement, for the purpose of preparing for or testifying in any
suit, action, or legal proceeding in connection with the services
the assigned employee has provided under this Agreement.
Section 17 Notices. All notices required by this Agreement shall be given to Agency and
RGS in writing, by first class mail, postage prepaid, addressed as follows:
Agency: City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
RGS: Regional Government Services Authority
P.O.Box 1350
Carmel Valley, CA 93924
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on
the date first written by their respective officers duly authorized on their behalf.
DATED: /`0 2013 City of San Rafael
By:
Nancy Mackl4' City Manager
APPROVED AS TO FORM:
DATED: 16IL? 2013 By:
Rob Epstei4, Legal Ounset
DATED:
2013 Regional Government Services Authority
By:
DATED:
Richard H. Averett, Executive Director
Sky Woodruff, Authority Counsel
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Betweeii the City of San Rafael and Regional Government Services Authorit-, September 16, 2013
Whenever Agency owes a duty hereunder to indemnify RGS, its
employees or agents, Agency further agrees to pay RGS a
reasonable fee for all time spent by any RGS employee, or spent
by any person who has performed work pursuant to this
agreement, for the purpose of preparing for or testifying in any
suit, action, or legal proceeding in connection with the services
the assigned employee has provided under this Agreement.
Section 17 Notices. All notices required by this Agreement shall be given to Agency and
RGS in writing, by first class mail, postage prepaid, addressed as follows:
Agency: City of San Rafael
140o Fifth Avenue
San Rafael, CA 94901
RGS: Regional Government Services Authority
P. O. Box 1350
Carmel Valley, CA 93924
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on
the date first written by their respective officers duly authorized on their behalf.
DATED: 2013 City of San Rafael
Nancy Mackle, City Manager
APPROVED AS TO FORM:
DATED: , 2013 By:
Rob Epstein, Legal Counsel
DATED: Regional Government Services Authority
By,
f
Richard H. Averett, Executive Director
APPROVED AS TO FORM:
DI TED: DC/4�r. Z,1- , 2013 By:
sky Woodruff; AAuthority Counsel
Agreement For :Management and administrative Services Page 12 of 15
Between the City of San Rafael and Regional Clavernmeut Services Authority September t6, 2013
Exhibit A
Compensation.
1. Fees. The Agency agrees to pay to RGS the full cost of compensation and support,
as shown in Exhibit A, for the assigned RGS employee(s). Compensation is shown
on an hourly basis.
RGS and Agency acknowledge and agree that compensation paid by Agency to RGS
under this Agreement is based upon RGS's costs of providing the services required
hereunder, including salaries and benefits of employees. Consequently, the parties
agree that adjustments to the hourly rate shown below for "RGS Staff' will be made
for changes to the salary and/or benefits costs provided by RGS to such employee.
The parties further agree that compensation hereunder is intended to include the
costs of contributions to any pensions and/or annuities for which RGS may be
obligated for its employees or may otherwise be contractually obligated.
2. Reimbursement of RGS's Administrative Cost. The Agency shall reimburse
RGS for overhead as part of the hourly rate specified below, and direct external
costs. Support overhead costs are those expenses necessary to administering this
Agreement, and are included in the hourly rate. Direct external costs, including
such expenses as travel or other costs, incurred for the exclusive benefit of the
Agency, will be invoiced to the Agency when received and without mark-up. These
external costs will be due upon receipt.
3. Terms of Pavment. RGS shall submit invoices monthly for the prior month's
services. Invoices shall be sent approximately to days after the end of the month
for which services were performed and are due and shall be delinquent if not paid
within 20 days of receipt. Delinquent payments will be subject to a late payment
carrying charge computed at a periodic rate of 1% per month, which is an annual
percentage rate of 12%, which will be applied to any unpaid balance owed
commencing 7 days after the payment due date. Additionally, in the event the
Agency fails to pay any undisputed amounts due to RGS within 15 days after
payment due date, then the Agency agrees that RGS shall have the right to consider
said default a total breach of this Agreement and the duties of RGS under this
Agreement may be terminated by RGS upon io working days advance written
notice.
Pa`-ment Address. All payments due RGS shall be paid to:
Regional Government Services Authority
PO Box 1350
Carmel Valley, CA 93924
Agreement For Management and Administrative Services Page 13 of 15
Between the City of San Rafael and Regional Government services Authority September 16, 2013
AGENCY CONTACTS
Aizenev Billine Contact. Invoices are sent electronically only. Please provide the
contact person to whom invoices should be sent:
NAME
Anil Comelo
EMAIL
Anil.comelo@cityofsanrafael.org
Agencv Insurance Contact. Please provide the contact person to whom the certificate
of coverage should be sent:
NAME ADDRESS
Anil Comelo City Hall
1400 5th Avenue, San Rafael CA 94915
RGS STAFF
NAME ( POSITION i ANNUAL RATE*
Mark Moses Senior Financial $235,000
Consultant/ Finance Director
*The Hourly Rate does not include mark-up for direct external costs which will be invoiced to the Agency at
cost.
The start date for the services to be performed is September 16, 2013, and this agreement
is anticipated to remain in force through September 30, 2016. Upon expiration of the
agreement, services may continue on a month-to-month basis until one party terminates
as provided for in Section 2 of the agreement.
The total amount billed for services is not to exceed $235,000 annually.
Such employee(s) may perform services at the Agency offices available in San Rafael or at
other locations.
Agreement For Management and Administrative Services Page 14 o€15
Between the City of San Rafael and Regional Government Services Authority September 16, 2013
Exhibit B
Scone of Services. RGS shall assign an RGS employee or employees to perform the
functions as described below:
• Perform the functions as assigned.
• Be reasonably available to perform the services during the normal work week, as agreed
upon.
• Meet regularly and as often as necessary for the purpose of consulting about the scope
of work performed.
• Other Duties - As part of the Agency job description(s) for this/these position(s) and/or
as outlined below.
• Perform related work as required.
Agreement For Management and Administrative Services Page 15 of 15
Between the City of San Rafael and Regional Government Services Authority September 16, 2013