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HomeMy WebLinkAboutHR Finance Director Services; RGSAO" 101 =Pt Prepared by: Nancy Mackie, City Manager MAN Agenda Item No: 3. g Agenda EMeeting Date: Sept. 16, 2013 City Manager ApprovaVJ�y-� .......... �Tj F .3 L" F 0 =A W =4 T W 0 A W W a as 0 A A DIRECTOR SERVICES BACKGROUND: The City's Finance Director position has not been filled on a permanent basis since May 20117 at which time the previous director resigned to take a position with another agency. Since that time, two separate recruitments, one in 2011 and another in 2012, failed to yield a suitable candidate. For the past two years, two successive interim Finance Directors have fulfilled the responsibilities of the position. The incumbent interim Finance Director, Mark Moses, has been performing these services under a professional services contract approved by the City Council in March of 2012. The City has developed and used alternative hiring structures that provide greater flexibility for the City and employee while working to secure employment for key poons. These include direct hiring, professional services agreements, and the use of Regional Government Services ("RGS"). RGS is a California-based Joint Powers Authority (see Attachment) of which the city is a member, created in 2001 to provide staffing and employee benefits administration services to other public agencies. Under the proposed contract with RGS, RGS will provide the City with a Finance Director. We have been informed that the current incumbent Mark Moses would be assigned to the City. Mr. Moses, through this new contact via RGS, would be appointed as a permanent Finance Director and no longer would be considered interim in this role. Mr. Moses would be an employee of RGS, which would provide his salary, health insurance, life and long term disability insurance, dental, vision, Medicare, workers' compensation, liability and unemployment insurance, auto and management allowances, and retirement contribution. The File No.: Council Meeting: Disposition V111, SAN RAFAEL CITY C CIL AGENDA REPORT Paa :.2, term of the contract would be for a period of three years with extensions by mutual consent. The contract can be terminated with 120 days notice by either party. RGS allows the City to purchase only the services/benefits needed, at the level needed, so as to mirror as closely as possible the benefits of a City of San Rafael Director -level employee. At the same time, the City will not be exposed to the uncertainty associated with providing defined benefits directly to an employee. RGS contracts have been successfully utilized for other City positions in the past. FISCAL IMPACT: The cost of the proposed agreement with RGS will be $235,000 which falls within the budget allocation of $245,244. This total includes all RGS fees. Therefore, no additional appropriations are required. The position is funded through the City's General Fund. Since the intention is to mirror the City's director positions as closely as possible, Mr. Moses would receive any wage adjustments in the same manner of other City directors. 101:1 99-ITI Approve the Resolution approving the agreement with RGS Deny or request changes to the appointment. Direct staff to develop alternatives for directing the Finance Director functions. ATTACHMENTS: • Resolution • Draft Agreement with Regional Government Services JPA ■ 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 bes! interest; and WHEREAS, Regional Government ServicesJoint 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 CIT -Y OF SAN RAFAEL DOES RESOLVE, YVETERMINE 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. - 1, 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 16 th of September, 2013, by the following vote, to wit: AYES- Councilmembers: Colin, Connolly, Heller, McCullough & Mayor Phillips Esther C. Beirne, City Clerk LOCAL AND REGIONAL GOVERNMENT SERVICES AUTHORITIES NovidingSolutions to California Public,4gencies www.1gs.ca.gov wwwrgsxa.gov 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 P_ods. Our Values 0 Expert Services: RGS serves exclusively public sector a • gencies 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 poes 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. Admin-IstratIVIT, Offices,- P.O. Box 1350 - Carmel Valley, CA 93924 ph. 831/308-1508 fax: 831/308-1509 Agreement for Management and Administrative Services This Agreement for Management Services ("Agreement") is made and entered into as of the 16thday of September2013, 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�01 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 eement• in a substantial, tirst-class manner• and shall conform to Agr the standards of quality normally observed by a person practicing in RGS's profession. 192 Assikqment 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 al RGS Staff identified on the Exhibits. 1L3 Time. RGS shall devote such time to the performance of services pursuInt to this Agreement as may be reasonably necessary to meet the standard of performance provided m above and to satisfy RGS's obligations hereunder in the Exhib I*ts. Agreement For Management and Administrative Services Page 2 Of 15 Between the City of San Rafael and Regional Government Services Authority September 16, 2013 • Term of A eement and Termination. ai ii shall commence i i about ` date ` •` `! in the Exhibits and shall continue` dat( anticipated ` Exhibits to terminate, at which • services ! i on a month-to-month basis until one party terminates the agreement. Thi.< agreement a. a i • ` terminated • either Party, or without cause, • i i days `n notice. Agency !solediscretion determine i • services performed by RGS are satisfactory to the Agency, determination shall be made in good faith. If the Agency determines that th( services performed by RGS are not satisfactory, the Agency may terminat( this agreement • • • • ` to �` iireceipti notice i . termination by either Party, shall`. performing duties on behalf i . ency on the termination date specified and the compensation payable WRGS shall include only the period for which services have been performed b3 R Section Compensation. •a I• under this Agreement •• • shall • ` as provided ! Exhibits. AgreementSection 4. Effective Date. This herein above written. SectionRelationship Parties. 5*1 It is understood i!! ! ` relationship of i the Agency I of an independent i / i and all persons wi for or underthe direction of are its agents or employees and not agents or employees of Agency. The Agency and RGS shall, at all times, treat all persons i for or !` e direction of RGS as agents and agentsemployees of RGS, and not as Agency. Agency shallhave the right to control RGS only i 1 I • results of • • rendered pursuant to this agreementand assignment Agreement5.2 RGS shall provide services under this employees of RGS qualified to perform services contracted for by Agency. Agency indicated • Exhibits. i • • Director i not of ` staff indicated in the Exhibits withouti ` Agency. Agency Agencyneeded basis to assure that the services to be performed are being provided in a professional manner and meet the objectives of Agency. 5.3 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 i Exhibits. 5.4 Agency shall not have any right to discharge any employee of RG from eplo ent, Agreement For Management and Administrative Services Page S of 15 Between the City of San Rafael and Regional Government Services authority September lei, 2013 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 be•ginnin•g 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 poes 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 *ded evidence thereof to Agency. Verification of the required insurance provi shIll be submitted and made part of this Agreement prior to execution. 6.1 Workers' Compensation. RGS shall, at its sole cost and expense maintain statutory Workers' Compensation Insurance and Employer' Liability Insurance for any and all persons employed directly indirectly by RGS. The statutory Workers' Compensation Insuranc and Employer's Liability Insurance shall be provided with limits of no less than ONE MILLION DOLLARS ($1,000,000.00) per accident. I I 0 • the alternative, RGS may rely on a self-insurance program to mee those requirements, but only if the program of self-insurance complie fully with the provisions of the California Labor Code. The insurer, 1 insurance is provided, or RGS, if a program of self-insurance i provided, shall waive all rights of subrogation against the Agency an its officers, officials, employees, and volunteers for loss arng fro work performed under this Agreement where the sub ect loss is noJ proximately caused by the actions of or failure to act by a Agen officer, agent or employee or any person or entity other than th 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. Agreement For Management and Administrative Services Page 4 Of 15 Between the City of San Rafael and Regional Government Services Authority September 16, 2013 11�iOpiiq � "Mrs gli!������ nmi_ I •M 6.2.1 General requirements. RGS, at its own cost and expense, shIll maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,iii iii .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,iii ) 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 covera•ge shall include but shall not be limited to, protection against claims arising from bodily and personal injury, mcluding death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of 0 6.2.2 Minimum scope of coveraize. 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 000l (ed. 12/90) Code 8 and • endorsement shall be attached limiting the coverage. 6.2.3 Additional reguirements. 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 covee shall contain no special limitatio ragns 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. Agreement For Management and Administrative Services Page 5 Of 15 Between the City of San Rafael and Regional Government Services Authority September 16, 2013 C. An endorsement must state that coverage is primari insurance with respect to the Agency and its officers officials, employees and volunteers, and that n( insurance or self-insurance maintained by the Agenci shall b•e called upon to contribute to a loss under th( coverage. d. An endorsement shall state that coverage shall not b( suspended, voided, cancelled by either party, or reduce( in coverage or in limits, except following reasonabl( notice to the Agency. 6.3 Professional Liabilily 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 In amount not less than ONE MILLION DOLLARS ($1,iii ,iii ) covering the licensed professionals' errors and om issions. 6.3.1 Any deductible or self-insured retention shall not exceed $l,000 per claim. 114.2 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. �io-3-3 Thefollowing 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. 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. C1. A copy of the claim reporting requirements must be submitted to the Agency prior to the commencement of any work under this Agreement. Agreement For Management and Administrative Services Page 6 Of 15 Between the City of San Rafael and Regional Government Services Authority September 16, 2013 6.4 All Policies Reauirements. If* 6.4-1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A: VI 6.4.2 Verification of covera Ye. 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 satisfactoi-y m all respects to each of them. 6.4.6 Notice of Reduction in Covera In the event that any 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 chan•ge in coverage. Agreement For Management and Administrative Services Page 7 Of 15 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 Requirements, 7*1 'Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. RGS and any subcontractor shall comply with all laws applicable to i` of the wor hereunder. I 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 Ill 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 !- ! • origin, age, physical or mental handicap or disabty, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment., subcontractor, bidder for a subcontract, or participantrecipient of, or applicant for any services or programs provided under this Agreement. RGS shall Agreement For Management and Administrative Services Page 8 Of 15 Between the City of San Rafael and Regional Government Services Authority September 16, 2013 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 a M are • subject • i Agreement. •* • • KeepingSection 8. and Status of Records. 8.1 Records Created . Part Performance. a ♦ • i! 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 •ai ! that relate ! the Agency.matters covered hereunder shall be the property of the hereby i i « i s deliver s i documents! • ! Agency i ! # futuretermination 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 or other • i Confidential i 1 RGS shall!! any i !` « information i i a! ! Agency i course of performing •i • this Agreement . it i and confidence and will ! reveal confidential in• « ! • any person or entity, either duringi term of a Agreement • •a s ! at any • thereafter. •i ` Upon expiration ! paragraph,this Agreement, or termination as provided herein, RGS shall return materials which contain any confidential information to Agency. For purposes of this information disclosed ! RGS which relatesto Agency past,present, ! •• as well as activities under Agreement, i 1 i # chargesinformation 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 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 i date of final payment under Agreement. e i 8.4 Inspection and Audit of Records. Any,records ! i or documents Section8.2of this Agreement ii a ii RGS to maintain shall be . i` available for inspection,audit,and/or c•! at any time durin regular business •urs, upon oral or ` request of • Agency Under California Government Code Section 8546.7, if the amount o. public funds expended under this Agreement exceeds $io,000.00, th Agreement s i e subject to i examination and audit of i Agreement For Management and Administrative Services Page 9 Of 15 Between as n Rafael f Services a Authority: a • Regionalr 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 pIrt without the written consent of the other party. Section io. Amendments. This Agreement may be amended or modified only by written agreement signed by both Parties. Section ii. Validily 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/Attorn 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 gation. Section 13. Mectiation. Should any dispute arise out of this Agreement, the Parties shall mi e 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 shIll bear its own legal costs. Section 14 EmploMent 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 partv to compensate the non -breaching party with l00% of the solicited person's annual total compensation. 14.1 Hiring Employees. 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. Agreement For Management and Administrative Services Page 10 Of 15 Between the City of San Rafael and Regional Government Services Authority September 16, 2013 Section 16 Indem 16. 1 RGS's indemnily oblig tions. 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, RGS'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 indemnity oblipations. 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 they 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. Agreement For Management and Administrative Services Page 11 of is Between the City of San Rafael and Regional Government Services Authority September 16, 2013 Whenever Agency owes a duty hereunder to indemnify RGS, it employees or a•gents, Age•ncy further agrees to pay RGS reasonable fee for all time spent by any RGS employee, or spen by any person who has performed work pursuant to thi agreement, for the purpose of preparing for or testng in an suit, action, or legal proceeding in connection with the service4 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 writi, by first class mail, postage prepaid, addressed as follo ng Agency: City of San Rafael 140o Fifth Avenue San Rafael, CA 94901 RGS.. Regional Government Services Authority P. 0. 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:Rafael __ L4 By: ------ Nancy Mackl4, tity Manager APPROVED AS TO FORM: DATED .1,0/9 2013 By: I Rob Epstei4, Legal Ounset DATED: 13 Regional Government Services Authority 5j4t20 By: Richard H. Averett,, Executive Director DATED: � 201.�si By: Sky Woodruff, Authority Counsel Agreement For Management and Administrative Services Page 12 Of 15 Between the City of San Rafael and Regional Government Services Authority, September 16, 2013 Whenever Agency owes a duty hereunder to indemnify RGS, it employees or agents, Agency further agrees to pay RIGS reasonable fee for all time spent by any RGS employee, or spen by any person who has performed work pursuant to thi agreement, for the purpose of preparing for or testifying in a suit, action, or legal proceeding m connection with the service the assigned employee has provided under this Agreement. Section 17 Notices. All notices required by this Agreement shall be givg en to Aency 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 RG: Regional Government Services Authority P. 0. 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 DATED: � 2013 DATED: a6p 2011 0 City of San Rafael Nancy Mackle, City Manager Regional Government Services Authority By* - Richard H. Averett, Executive Director DATED: Dc,isb1-e- ZZ 12013 By: VV V TTk_y Woo'druft,/Authority Counsel Agreement For Management and Administrative Services Page 12 Of 15 Between the City of San Rafael and Regional Government Services Authority September 16, 2013 FOMM 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, includin•g salaries and benefits of employees. Consequently, the parties a•gree 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 A• gency when received and without mark-up. These external costs will be due upon receipt. 3. Terms of PpMent. RGS shall submit invoices monthly for the prior month's services. Invoices shall be sent approximately lo days after the end of the month for which services were performed and are due and shall be delinquent it not paid within2o days of receipt. Delinquent payments will be subject to a late payment carrying charge computed at a periodic rate of i% per month, which is an annual percentae rate •Of 12%, which will be applied to any unpaid balance owed g comme7 days after the payment due date. Additionally, in the event the ncing 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 Aeement may be terminated by RGS upon lo working days advance writte grn notice. P ent 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 Agengy Bining Contact,, Invoices are sent electronically only. Please provide th@ contact person to whom invoices should be sent: 11 1 j! 40 Anil.comelo@cityofsanrafael.org Agengy Insurance Contact. Please provide the contact person to whom the certificate Anil Comelo City Hall 1400.,th Avenue, San Rafael CA 94915 A 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 *ded for in Section 2 of the agreement. as provi 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 *ther locations. Agreement For Management and Administrative Services Page 14 Of 15 Between the City of San Rafael and Regional Government Services Authority September 16, 2013 FpM, 31 Sco e 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 workweek, 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