Regional Government Services - 2018 Agreement for Administrative and Management ServicesREGIONAL
GOVERNMENT
SERVICES
SERVING PUBLIC AGENCIES SINCE 2002
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 land 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:
• 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 is committed to honest interaction.
• When RGS 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 Agency's interests
consistent with maintaining the public trust.
• To keep expectations realistic, it is important to understand that RGS is a governmental,
joint powers authority evolving to meet changing local government needs. RGS has
carefully constructed policies and procedures to allow maximum flexibility to meet your
needs.
P.O. BOX 1350 1 CARMEL VALLEY, CA 93924 1 844.587.7300 1 WWW.RGS.CA.GOV
Agreement for Management and Administrative Services
This Agreement for Management Services ( "Agreement ") is made and entered into as of the 19th
day of March 2o18, by and between the CITY OF GILROY, 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 Agency has elected to engage the services of RGS upon the terms and conditions as
hereinafter set forth.
TERMS AND CONDITIONS
Section i. Services. The services to be performed by RGS under this Agreement shall include
those services set forth in the attached Exhibits, which are incorporated by this
reference 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 types of services that RGS agrees to provide in the
geographical area in which RGS operates.
1.2 Lead Advisor. To ensure quality and consistency for the services provided,
RGS also assigns a lead advisor to Agency. The lead advisor is available to
assigned RGS staff and to Agency management and will check in regularly with
both to address program /project directives. Typically lead advisor time is not
billed to Agency, with some exceptions where significant programmatic direction
is provided.
1.3 Reassignment of Personnel. Assignment of personnel to provide the services
described in the Exhibits is in the sole discretion of RGS. In the event that Agency
or RGS, at any time during the term of this Agreement, desires the reassignment
of personnel, Agency and RGS shall meet and discuss in good faith to address the
issue of concern, including but not limited to reassigning such person or persons.
1.4 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 described above and to provide the services described in the
Exhibits.
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Section 2. Term of Agreement and Termination. Services shall commence on or about
March 20, 2018, and this Agreement is anticipated to remain in force to August 13,
2018, at which time services may continue on a month -to -month basis until one party
terminates the Agreement, or if Exhibit A contains a "not to exceed" amount, until that
amount of charges has been reached, at which point the parties shall either amend or
terminate this Agreement. This Agreement may be terminated by either Party, with or
without cause, upon 3o 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 Agency determines that the services
performed by RGS are not satisfactory, 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.
5.1L 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' services rendered pursuant to this Agreement. In furtherance of this Section
5.1, the Parties agree as follows:
5.1.1 Agency shall not request from RGS or from an RGS employee
providing services pursuant to this Agreement an RGS employee's Social
Security Number or other similar personally identifying information.
5.1.2 Agency shall not report an RGS employee to a third party as an
employee of Agency. For the purposes of his Section 5.1, "third party"
means another government agency, private company, or individual.
5.1.3 In the event that a third -party requests information about an RGS
employee — including but not limited to personally identifying information,
hours or locations worked, tasks performed, or compensation— Agency
shall inform RGS of the request prior to responding. If Agency possesses
such information about an RGS employee, the Parties shall confer in good
faith about an appropriate and legally compliant response to the request.
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5.2 RGS shall provide services under this Agreement through one or more employees
of RGS qualified to perform services contracted for by Agency. The positions of
RGS staff that will coordinate services to the Agency are indicated in the Exhibits.
The Executive Director or assigned supervising RGS staff will consult with
Agency on an as- needed basis to assure that the services to be performed are
meeting Agency's objectives. At any time the RGS employee may be providing
services to one or more RGS clients concurrent with the services being provided
under this agreement.
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 RGS employees may require access to Agency's computer systems and networks
to complete the assigned services. RGS requires its employees to agree to
appropriate system usage policies, which include a pledge not to use partner
agency electronic equipment for anything other than partner agency work.
(These policies can be provided to Agency upon request.)
5.5 Agency shall not have any right to discharge any employee of RGS from
employment.
5.6 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 employment or other taxes; and provide
Agency with proof of payment of taxes on demand.
Section 6. Loss Occurrence Coverage. RGS is self - insured and maintains loss ow-urrence
coverage through its membership in the Municipal Insurance Cooperative (`° � - C "), a
California Joint Powers Authority, which is a risk purchasing joint powers authority.
Consistent with sections 990.4 and 990.8 of the Government Code, the MIC provides
coverage to RGS, in excess of its member retained limit, 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.
6.1 Workers' Compensation Coverage.
6.1.1 General requirements. RGS shall, at its sole cost and expense,
maintain Workers' Compensation coverage and Employer's Liability
coverage with limits of not less than $1,000,000.00 per occurrence.
6.1.2 Waiver of subrogation. The Workers' Compensation coverage shall be
endorsed with or include a waiver of subrogation in favor of Agency for all
work performed by RGS, its employees, agents, and subcontractors.
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6.2 Commercial General, Automobile, and Professional Liability
Coverages.
6.2.1 General requirements. RGS, at its own cost and expense, shall
maintain commercial general and automobile liability coverage for the
term of this Agreement in an amount not less than $2,000,000 per
occurrence, combined single limit coverage for risks associated with the
work contemplated by this Agreement. RGS shall additionally maintain
commercial general liability coverage in an amount not less than
$2,000,00o aggregated for bodily injury, personal injury, and property
damage.
6.2.2 Minimum scope of coverage. The MIC MOC is not written on ISO
forms but provides coverage at least as broad as the latest version of the
following: (A) General Liability: Insurance Services Office Commercial
General Liability coverage (occurrence form CG 000l); and (B)
Automobile Liability: Insurance Services Office Business Auto Coverage
form number CA o01, code 1(any auto).
6.3 Professional Liability Insurance. RGS, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability coverage
for licensed professionals performing work pursuant to this Agreement in an
amount not less than $2,000,000 covering the licensed professionals' errors and
omissions.
6.4 All Policies Requirements.
6.4.1 Coverage requirements. Each of the following shall be included in the
coverage or added as an endorsement:
a. Agency and its officers, employees, agents, and volunteers shall be
covered as additional covered parties with respect to RGS' general
commercial, and automobile coverage for claims, demands, and
causes of action arising out of or relating to RGS' performance of
this Agreement and to the extent caused by RGS' negligent act,
error, or omission.
b. An endorsement to RGS' general commercial and automobile
coverages must state that coverage is primary with respect to
Agency and its officers, officials, employees and volunteers.
C. All coverages shall be on an occurrence or an accident basis, and
not on a claims -made basis.
6.4.2 Acceptability of coverage providers. All coverages required by this
section shall be acquired through providers with a Bests' rating of no less
than A: VII or through sources that provide an equivalent level of
reliability.
6.4.3 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
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notifications and endorsements are to be signed by a person authorized by
the Municipal Insurance Cooperative to bind coverage on its behalf.
Agency reserves the right to require complete, certified copies of all
Memorandums of Coverage at any time.
6.4.4 Subcontractors. RGS shall include all subcontractors as insureds under
its coverage or shall furnish separate certificates and endorsements for
each subcontractor. All coverages for subcontractors shall be subject to all
of the requirements stated herein.
6.4.5 Variation. During the term of this agreement, RGS may change the
insurance program in which it participates. RGS will provide reasonable
notice of any such change to Agency and replacement copies of Certificates
of Coverage and endorsements.
6.4.6 Deductibles and Self - Insured Retentions. RGS shall disclose any
self - insured retention if Agency so requests prior to performing services
under this Agreement or within a reasonable period of time of a request by
Agency during the term of this Agreement.
6.4.7 Maintenance of Coverages. The coverages stated herein shall be
maintained throughout the term of this Agreement and proof of coverage
shall be available for inspection by Agency upon request.
6.4.8 Notice of Cancellation or Reduction in Coverage. 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 earliest possible opportunity and in no case later than five days
after RGS is notified of the change in coverage.
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 subcontractors shall
comply with all laws applicable to the performance of the work hereunder.
7.3 Reporting Requirements. If there is a statutory or other legal requirement
for RGS to report information to another government entity, RGS shall be
responsible for complying with such requirements.
7.4 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.
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7.5 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
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.
7.6 Nondiscrimination and Equal Opportunity. 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 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' Performance. All final versions of
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 Agency. RGS hereby agrees to deliver those documents to Agency upon
termination of the Agreement, if requested. 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 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 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 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.
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8.4 Inspection and Audit of Records. Any records or documents that Section
8.3 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 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 Auditor, at the request of Agency or as part of any audit of Agency, for
a period of three 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. Vdi . 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. Disputes. Should any dispute arise out of this Agreement, Agency agrees that it shall
only file a legal action against RGS, and shall not file any legal action against any of the
public entities that are members of RGS.
Section 13. Governing Law /Attorneys' 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 14. 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 Parry shall be permitted to file legal action without fif At meeting in
mediation and making a good faith attempt to reach a mediated resolutidti. 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 Parry shall bear its own legal costs.
Section 15. Empployment Offers to RGS Staff. Should Agency desire to offpr'Vermanent or
temporary employment to an RGS employee who is either currently providing RGS
services to Agency or has provided RGS services to Agency within the previous six
months, said Agency will be charged a fee equal to the full -time cost ,of 4he RGS
employee for one month, using the most recent RGS bill rate for the RCT§ erlWee's
services to Agency. This fee is to recover RGS' expenses in recruiting tl p fo}rlk-,r -, md
replacement RGS staff. RGS may agree in writing to waive the fee reggifpd by this
section. If RGS agrees to waive the fee required by this section and (1) Ca1PERS
determines that the RGS employee hired by Agency was a common -law employee of
Agency and should have been enrolled as an employee of Agency while providing
services pursuant to this Agreement; (2) CalPERS determines that a payment is required
as part of enrolling the employee for the time that the employee provided services
pursuant to this Agreement (the "payment "); and (3) neither RGS nor Agency challenges
those determinations or the payment is upheld in a final administrative appeal or court
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decision, then Agency shall contribute an amount equal to the fee waived by RGS toward
the payment. If the amount of the payment is less than the fee, then Agency shall make
the payment. If the amount of the payment is more than the fee, RGS shall pay the
difference. In the event that the payment is a liability covered by Section 17.3 of this
Agreement, this Section shall apply up to the amount of the payment and Section 17.3
shall apply to any Ca1PERS- related covered liability other than or in excess of the
payment.
Section 16. Entire Agreement. This Agreement, including the Exhibits, comprises the entire
Agreement.
Section 17. Indemnification.
17.1 RGS' indemnity obligations.
RGS shall indemnify, defend, and hold harmless Agency and its legislative body,
boards and commissions, officers, and employees ( "Indemnitees ") from and
against all claims, demands, and causes of action by third parties, including but
not limited to attorneys' fees, arising out of RGS' performance of this Agreement,
to the extent caused by RGS' negligent act, error, or omission. Nothing herein
shall be interpreted as obligating RGS to indemnify Agency against its own
negligence or willful misconduct.
17.2 Agenc3fs indemnity 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 because
of a duty any of them performs in accordance with the services outlined in
Exhibit B.
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; or
C. where an Agency employee, if he had been acting in a like capacity,
otherwise would be acting within the scope of that employment.
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.
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17.3 Obligations and indemnity related to CaIPERS.
a. RGS and Agency acknowledge and agree that, if Agency contracts with
CalPERS for retirement benefits, it is possible that CalPERS may
determine that RGS employees providing services pursuant to this
Agreement are common -law employees of Agency and should be enrolled
in CalPERS as employees of Agency, which possibility is the same as if
Agency were contracting with a private consulting firm. Pursuant to
Section 5.1 of this Agreement, Agency has an obligation to treat all persons
working for or under the direction of RGS as agents and employees of
RGS, and not as agents or employees of Agency.
b. In the event that CalPERS initiates an audit of Agency that includes
examination of whether individuals providing services to Agency are
Agency's common -law employees, Agency shall inform RGS within five
days and share all communications and documents from CalPERS that it
may legally share. Agency and RGS shall cooperate to determine the
manner of responding to the inquiry and what, if any, documents to
provide. Agency agrees not to ask RGS employees for personally
identifying information
C. In the event that CalPERS' preliminary determination is that one or more
RGS employees are common -law employees of Agency, Agency shall
promptly inform RGS and share all communications and documents from
CalPERS that it may legally share. RGS and Agency shall cooperate in
determining how to respond to the direction from CalPERS in its
preliminary determination, including but not limited to whether and how
to make any corrections described in the preliminary determination.
d. RGS and Agency each reserves the right to file an administrative appeal of
a CalPERS determination that an RGS employee is a common -law
employee of Agency and should be enrolled in Ca1PERS as an employee of
Agency and to challenge such a decision in court. Agency assigns its right
to file an administrative appeal of such a CalPERS determination, if
Agency does not itself file an administrati ve appeal. In the event that
either RGS or Agency files an administrative appeal or court challenge of
such a CalPERS determination, RGS and Agency each agree to cooperate
with each other in pursuit of the action.
e. Notwithstanding Section 17.1 of this Agreement, RGS and Agency shall
each bear their own costs in responding to a CalPERS investigation,
including but not limited to costs of an administrative appeal or court
challenge. In the event that (1) CalPERS determines that an RGS employee
is a common -law employee of Agency and should be enrolled as an
employee of Agency; (2) CalPERS determines that a payment is required
to enroll the employee as an employee of Agency; and (3) neither RGS nor
Agency challenges those determinations or the payment is upheld in a
final administrative appeal or court decision, RGS' obligation for any
payments to Agency for CalPERS benefits shall be limited to 50% of the
employer's share of those payments that Agency may be required to pay.
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Section 18. Notices. All notices required by this Agreement shall be given to Agency and RGS in
writing, by first class mail, postage prepaid, or by email transmission addressed as follows:
Agency: City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
RGS: Regional Government Services Authority
P. O. Box 1350
Carmel Valley, CA 93924
Email: contracts @rgs.ca.gov
Notice by email transmission shall be deemed given upon verification of receipt if received before
5:00 P.M. on a regular business day or else on the next business day.
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: qlqlV, , 2018 Agency
By: lam'
Kristi Abrams, Community DevelopiVent Director
APPROVED TO FORM:
DATED:Jlwolr , 2oi8 By:
Andy Faber, City Alto -ey
DATED: 3 —�2-J , 2o18 Regional Government Services Authority
�% 1 _
By:
Richard H. Averett, Executive Director
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Exhibit A
Compensation.
1. Fees. Agency agrees to pay to RGS the hourly rates set forth in the tables below for each RGS
employee providing services to Agency, which are based in part on RGS' full cost of
compensation and support for the RGS employee(s) providing the services herein described.
RGS and Agency acknowledge and agree that compensation paid by Agency to RGS under this
Agreement is based upon RGS' costs of providing the services required hereunder, including
salaries and benefits of employees. 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.
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. On July i of each year, RGS' hourly bill rates will be adjusted by the percentage
change in the Consumer Price Index (Bureau of Labor Statistics, CPI for urban wage earners
and clerical workers in the San Francisco - Oakland -San Jose area) ( "CPI ") for the twelve
months through the end of December of the prior year. Irrespective of the movement of the
CPI, RGS will not adjust its hourly rates downward; nor will RGS adjust its hourly rates
upward in excess of a two and one -half percentage (2.5%) change excepting instances where
there was no increase in the prior year's hourly rates. In that event, RGS will adjust its hourly
rates by the full percentage change in the -CPI for the twelve months through the end of
December of the prior year. - -
2. Reimbursement of RGS' Administrative Cost. 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 Agency when received and
without mark -up. These external costs will be due upon receipt.
3. Terms of Payment. RGS shall submit invoices monthly for the prior month's services.
Invoices shall be sent approximately 10 days after the end of the month for which services were
performed and are due and shall be delinquent if not paid within 3o days of receipt.
Delinquent payments will be subject to a late payment carrying charge computed at a periodic
rate of one -half of one percent per month, which is an annual percentage rate of six percent,
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 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 5 working days' advance written notice.
Payment Address. All payments due RGS shall, be paid to:
Regional Government Services Authority
PO Box 1350
Carmel Valley, CA 93924
[EXHIBITA CONTINUES ON FOLLOWING PAGE]
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AGENCY CONTACTS
Agency Billing Contact. Invoices are sent electronically only. Please provide the contact person to
whom invoices should be sent:
NAME
FAUM
LeeAnn McPhillips
Leeann.mcphillips @cityofgilroy.org
Agency Insurance Contact. Please provide the contact person to whom the certificate of coverage
should be sent:
NAME
ADDRESS
LeeAnn McPhillips
Leeann.mcphillips@cityofgilroy.org
RGS STAFF
CLASSIFICATION
HOURLY RATE
Chief Operating Officer
$120 to $175
Deputy Chief Operating Officer
$120 to $165
Senior Lead Advisor
$115to$165
Advisor
$105 to $135
Project Advisor
$95 to $115
Project Coordinator
$ 5 to $105
Technical Specialist
$65 to $95
The cost of services, including reimbursement for direct external costs, shall not exceed $49,999•
Agreement for Management and Administrative Services Page 13 of 14
Between the City of Gilroy and Regional Government Services Authority March 19, 2018
Exhibit B
Scope of Services. RGS shall assign an RGS employee or employees to perform the functions as
described below:
• Review and finalize the Parklet Process, including required permits
• Research and provide a Pros and Cons Analysis for an impact fee waiver or payment program
• Evaluate a second Pasco
• Evaluate a requirement for, or no requirement for, parking in the previous parking payment
district area
• Be reasonably available to perform the services during the normal work week.
• Meet regularly and as often as necessary for the purpose of consulting about the scope of work
performed with the appropriate Agency project manager and with the RGS lead.
• Perform other duties as are consistent with the services described herein and approved by the
RGS lead advisor.
• Perform related work as required as approved by the RGS lead advisor.
• Such employee may perform services at Agency offices available or at other locations.
Agreement for Management and Administrative Services Page Fbf 14
Between the City of Gilroy and Regional Government Services Authority March 19, 2018