CC 2015-01-13_10c Agreement for Interim City Manager ServicesMEMORANDUM
TO: CITY COUNCIL
FROM: DEBBIE MALICOAT, ACTING CITY MANAGER~·
SUBJECT: CONSIDERATION OF AGREEMENT WITH REGIONAL GOVERNMENT
SERVICES FOR INTERIM CITY MANAGER SERVICES
DATE: JANUARY 13, 2015
RECOMMENDATION:
It is recommended the City Council execute an agreement with Regional Government
Services (RGS) to provide Interim City Manager services:
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
The contract specifies an hourly billing rate of $120 and a monthly housing allowance of
$1,700. Total costs will depend on the length of service of the Interim City Manager;
however it is estimated to be four (4) months in length, with an estimated cost of
$60,000. To put this in context, the current budget for the City Manager position for four
months is approximately $70,600.
BACKGROUND:
The City is currently recruiting for the position of City Manager and is in need of an
Interim City Manager to fill this role during the recruitment, which is expected to take
approximately four months. RGS is a governmental joint powers authority that assists
other government agencies with short-term staffing needs. The City Council has
interviewed several potential Interim City Manager candidates and, through the
assistance of RGS, has selected a candidate to fill this role.
ANALYSIS OF ISSUES:
RGS exclusively serves public agencies and hires public-sector experts in every
discipline to offer solutions to short-term staffing needs at competitive prices. They
have provided Interim City Manager solutions to several other communities that were
pleased with the services received. The attached agreement provides for RGS staff
member Robert McFall to serve as Interim City Manager beginning January 14, 2015.
Mr. McFall is very familiar with the City of Arroyo Grande, having previously assisted the
City with several departmental assessments, executive goal setting and team building,
and facilitation of interdepartmental issues. His rapport with the department head team
and other city employees will enable him to quickly come up to speed on issues and
concerns and be an effective leader for the City.
Item 10.c. - Page 1
CITY COUNCIL
CONSIDERATION OF AGREEMENT WITH REGIONAL GOVERNMENT SERVICES
FOR INTERIM CITY MANAGER SERVICES
JANUARY 13, 2015
PAGE2
Mr. McFall spent 33 years in the public sector for the City of Glendale, 22 of them as the
Assistant City Manager, prior to his retirement in 2010. He served as the Chief
Operating Officer for the full-service city of 205,000 residents and managed an annual
operating budget of $800,000,000. Among his many and varied tasks, he was directly
responsible for the day-to-day operations of sixteen departments, oversaw the city's
internal audit, public information, public outreach, strategic planning, legislative, citizen
inquiry and community mediation programs. In addition, he liaised closely with the City
Council and served as the Interim City Manager for approximately six months when the
position was vacant. He is exceptionally well qualified to fill the Interim City Manager
position for the City of Arroyo Grande.
ALTERNATIVES:
The following alternatives are provided for the Council's consideration:
• Approve the attached agreement
• Do not approve the agreement; or
• Provide direction to staff regarding City Council alternatives.
ADVANTAGES:
Hiring an Interim City Manager will provide the leadership and management for the City
to continue accomplishing required duties while recruiting for a permanent City
Manager. Mr. McFall's familiarity and rapport with City staff will enable him to step into
this role quickly and continue moving the City forward during this time.
DISADVANTAGES:
The only disadvantage is the cost, however it is anticipated to be within the approved
budget for the City Manager position.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted in front of City Hall on Thursday, January 8, 2015. The
Agenda and report were posted on the City's website on Friday, January 9, 2015. No
public comments were received.
Attachments:
1. Agreement with RGS
Item 10.c. - Page 2
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ATTACHMENT 1
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:
• 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.
RGS provides quality, innovative, cost-effective services exclusively to public agencies.
Main 650.587.7300 Fax 650.587.7311 P.O. Box 1350 Carmel Valley, CA 93924
www.rgs.ca.gov
Item 10.c. - Page 3
Agreement for Management and Administrative Services
This Agreement for Management Services ("Agreement") is made and entered into as
of the 14th day of January 2015, by and between City of Arroyo Grande, a municipal
corporation of the State of California ("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 1. Services. The services to be performed by RGS under this Agreement
shall include those services set forth in the attached Exhibits "A" and
"B", which are incorporated 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. In the event that Agency, in its sole
discretion, at any time during the term of this Agreement, desires
the reassignment of personnel, Agency shall make a request to RGS
and RGS shall reassign such person or persons. RGS shall assign
only competent personnel to perform services pursuant to this
Agreement. RGS may not reassign the RGS employee identified in
Exhibit A or a subsequent RGS employee approved by the Agency,
without the written consent of the Agency.
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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 above and to satisfy RGS's
obligations hereunder in the Exhibits.
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, without
cause at any time, upon 30 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 at any time without
providing 30 days written notice, by giving written notice to RGS. Upon
receipt of notice of termination by Agency, 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 coordinate services to the
Agency are indicated in the Exhibits. The Executive Director or
assigned staff 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.
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Item 10.c. - Page 5
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. However, Agency shall have the right to
terminate this Agreement pursuant to Section 2 of this Agreement.
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 employment or other 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 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.
6.1 Workers' Compensation. RGS shall, at its sole cost and
expense, maintain statutory Workers' Compensation Insurance and
Employer's Liability Insurance with limits of not less than ONE
MILLION DOLLARS ($1,000,000.00) per accident.
6.2 Commercial General and Automobile Liability 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 ONE MILLION DOLLARS
($1,000,000) 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.
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6.2.2 Minimum scope of coverage. Coverage shall be at least
as broad as the latest version of the following: (A) General
Liability: Insurance Services Office Commercial General
Liability coverage (occurrence form CG 0001); and (B)
Automobile Liability: Insurance Services Office Business
Auto Coverage form number CA 001, code 1 (any auto).
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.
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.
6.3 Professional Liability Insurance. 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 Claims Made Policies. 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.
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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.
6.4 All Policies Requirements.
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: 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 Agency self-insured retentions and deductibles
before beginning any of the services or work called for by any
term of this Agreement.
6.4.6 Insurance Policies. The insurance policies shall be
maintained throughout the term of this agreement and proof
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of insurance shall be available for inspection by Agency upon
request.
6.4.7 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's earliest
possible opportunity and in no case later than five days after
RGS is notified of the change in coverage.
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:
a. Obtain such insurance and deduct and retain the amount of
the premiums for such insurance from any sums due under
the Agreement;
b. Order RGS to stop work under this Agreement or withhold
any payment that becomes due hereunder, or both stop work
and withhold any payment, until RGS demonstrates
compliance with the requirements hereof; and/ or
c. 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
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 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.
7.6 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'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
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Item 10.c. - Page 10
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 8.3 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 the
Agency. Under California Government Code Section 8546.7, if the
amount of public funds expended under this Agreement exceeds
$io,ooo.oo, 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 the 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. 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/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 San Luis Obispo 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
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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. Employment Offers to Our Staff. Should the AGENCY desire to offer
permanent or temporary employment to an RGS employee who is either
currently providing RGS services to the AGENCY or has provided RGS
services 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.
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, 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 the California Public Employee
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 Agency's 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 by virtue of the position they hold
with Agency.
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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; and
b. when the allegations in such cause of action do not suggest
the negligence, active fraud or other misconduct of RGS, its
employees, or agents.
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:
RGS:
Agreement for Management Services
City of Arroyo Grande
Attn: Director of Administrative Services
300 E. Branch Street
Arroyo Grande, CA 93420
Regional Government Services Authority
P.O.Box1350
Carmel Valley, CA 93924
City of Arroyo Grande and Regional Government Services Authority
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IN WI1NESS 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: _____ ,, 2015 Agency
Jim Hill, Mayor
APPROVED AS TO FORM:
DATED: _____ , 2015 By:-----------------
Timothy J. Carmel, City Attorney
DATED: ------:' 2015 Regional Government Services Authority
By: __________________ _
Richard H. Averett, Executive Director
APPROVED AS TO FORM:
DATED: _____ , 2015 By: ________________ _
Sky Woodruff, Authority Counsel
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Exhibit A
Compensation.
1. Fees. The Agency agrees to pay to RGS the full cost of compensation and
support, as shown in this Exhibit A, for the RGS employee(s) providing the
services herein described. 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. 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 1 of each year, RGS' hourly bill rates
will be adjusted by the percentage change in the Employment Cost Index (total
compensation -not seasonally adjusted) for state and local government workers
("ECI") from March of the prior year to March of the current year. Irrespective of
the movement of the ECI, 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 ECI from March of the prior year to March of the current year.
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, approved in advance by the
Agency, 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 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 20 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 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 5
working days advance written notice.
Agreement for Management Services
City of Arroyo Grande and Regional Government Services Authority
Page 13 of15
January 14, 2015
Item 10.c. - Page 15
Payment Address. All payments due RGS shall be paid to:
Regional Government Services Authority
PO Box 1350
Carmel Valley, CA 93924
AGENCY CONTACTS
Agency Billing Contact. Invoices are sent electronically only. Please provide the
contact person to whom invoices should be sent:
,,
~ ', .· NAME " E~L '• '''l , , ,
Debbie Malicoat dmalicoat@arroyogrande.org
Agency Insurance Contact. Please provide the contact person to whom the
certificate of coverage should be sent:
NAME . , ADDR,.ESS •, '' '• , , :
, '
Debbie Malicoat 300 E. Branch St., Arroyo Grande,
93420
RGSSTAFF
~:AMR RGS STAFF POSITION : .JIOURLY.RAXE* : ; ,
Bob McFall Interim City Manager $120.00
*The Hourly Rate does not include mark-up for direct external costs which will be
invoiced to the Agency at cost.
Agency shall pay housing allowance of $1,700 per month. This is in addition to the
hourly rate paid for Interim City Manager services.
CA
The start date for the services to be performed is on or about January 14, 2015, and this
agreement is anticipated to remain in force through May 1, 2015.
Such employee(s) may perform services at the Agency offices available in Arroyo Grande
or at other locations.
Agreement for Management Services
City of Arroyo Grande and Regional Government Services Authority
Page 14 of15
January14, 2015
Item 10.c. - Page 16
ExhibitB
Scope of Services. RGS shall assign an RGS employee or employees to perform the
functions as described below:
• Perform the functions of Interim City Manager 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 are consistent with the services described herein.
• Perform related work as required.
Agreement for Management Services
City of Arroyo Grande and Regional Government Services Authority
Page 15 0£15
January 14, 2015
Item 10.c. - Page 17
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Item 10.c. - Page 18