HomeMy WebLinkAboutRegional Government Services (3)
P.O. BOX 1350 | CARMEL VALLEY, CA 93924 | 650.587.7300 | WWW.RGS.CA.GOV
RGS Is Committed to Reducing Paper Waste by Use of Electronic Processes
RGS requests your assistance with meeting these waste reduction goals by joining us in the use of digital
signature and electronic payment methods during our collaboration to reduce mailing and paper expenses.
As a convenience, RGS offers DocuSign to digitally sign our Agreements, providing a secure and legally
binding digital signature process that eliminates the need for printing and distribution of documents.
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.
DocuSign Envelope ID: D38E06BE-DD82-4F82-BED5-9A117453C83E
Agreement for Management and Administrative Services [4/24 Rev5] Page 2 of 14
Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
Agreement for Management and Administrative Services
This Agreement for Management Services (“Agreement”) is made and entered into as of the 9th day
of April 2024, by and between the TOWN OF LOS ALTOS HILLS, 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 1. 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 Service Advisor. To ensure quality and consistency for the services provided,
RGS also assigns a service advisor to Agency. The service advisor is available to
assigned RGS staff and to Agency management and will check in regularly with
both to address program/project directives. Typically service 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 at 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. For the avoidance of doubt, however, RGS retains sole control
as to assignment of its personnel.
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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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
Section 2. Term of Agreement and Termination.
2.1 Services shall commence on or about the Effective Date, and this Agreement is
anticipated to remain in force to December 31, 2024, at which time services may
continue on a month-to-month basis until one party terminates the Agreement
or if Section 3 contains a “not to exceed” amount, until RGS charges for services
reach the not-to-exceed amount at which point the Agreement will automatically
terminate unless amended. Services provided under the month-to-month
provision are subject to current RGS staff rates in effect at the time of service.
Once this Agreement has converted to a month-to month basis, it shall
automatically terminate upon the ninety-first (91st) continuous day with no
billable service hours. After the ninety-first (91st) day with no billable service
hours, RGS shall provide Agency with written notice of the automatic
termination of the Agreement.
2.2 This Agreement may be terminated by either Party, with or without cause, 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 Agency determines that the services performed by
RGS are not satisfactory and/or RGS has not resolved the performance issues to
the satisfaction of the Agency, 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 the 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 for services under this Agreement shall not exceed $60,000
and 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 employees 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 this Section 5.1, “third party” means
another government agency, private company, or individual.
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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
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.
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. Agency
confirms that RGS employees are not assuming and are not expected to assume
any Agency staff position(s).
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 RGS
employment.
5.6 The provisions of this Agreement are not intended to create, nor shall they in way
be interpreted or construed to create a joint venture, partnership, or any other
similar relationship between the parties.
5.7 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. General Liability Coverage. RGS, pursuant to California Government Code Section
990, may satisfy its contractual liabilities with self -insurance and/or participate in a
pooled risk purchasing program. RGS has and will continue to maintain a program of
liability coverage 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.
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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
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.
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
$2,000,000 aggregated for bodily injury, personal injury, and property
damage.
6.2.2 Minimum scope of coverage. RGS coverage may not be written on
ISO forms but will always provide 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 0001); and
(B) Automobile Liability: Insurance Services Office Business Auto
Coverage form number CA 001, 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, and agents, 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 agents.
c. All coverages shall be on an occurrence or an accident basis, and
not on a claims-made basis.
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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
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
notifications and endorsements are to be signed by a person authorized to
bind coverage on its behalf. Agency reserves the right to require complete,
certified copies 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 business
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.
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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
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.
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.
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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
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.
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 $10,000.00, 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 only be amended or modified by written
Amendment 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. 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. Venue/Attorneys’ Fees. 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 i n
mediation and attempt to reach a resolution with the assistance of a mutually acceptable
mediator. Neither Party shall be permitted to file legal action without first meeting in
mediation and making a good faith attempt to reach a mediated resolution. The costs of
the mediator, if any, shall be paid equally by the Parties. If a mediated settlement is
reached, neither Party shall be deemed the prevailing party for purposes of the
settlement and each Party shall bear its own legal costs.
Section 15. Employment Offers to RGS Staff. Should Agency desire to offer permanent 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 the RGS
employee for one month, using the most recent RGS bill rate for the RGS employee’s
services to Agency. This fee is to recover RGS’ expenses in recruiting the former and
replacement RGS staff.
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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
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 reasonable 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.
Training disclaimer
Agency understands and acknowledges that RGS advisors may, as part of the
scope of services under this Agreement, provide training on various matters
including human resources, accounting, or management practices. The advice
and guidance included in such training does not, and is not intended to,
constitute legal advice; instead, all information, content, and materials provided
are based on industry best practices, but may not be applicable in all
situations. Agency staff should not act or refrain from acting on the basis of the
information provided as part of a training without first seeking legal advice from
counsel in its relevant jurisdiction and/or appropriate Agency approval. RGS’
obligation to indemnify, defend, and hold harmless indemnities pursuant to this
section 17.1 for professional errors and omissions shall not exceed $500,000.
17.2 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 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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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
17.3 Obligations and indemnity related to defined benefit retirement plan
participation.
a. RGS and Agency acknowledge and agree that, if Agency participates in a
defined benefit plan (such as CalPERS, a pension plan, or Social Security)
(“Retirement Program”), it is possible that the Retirement Program may
find that RGS employees providing services pursuant to this Agreement
are employees of Agency and should be registered with the Retirement
Program 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. Agency agrees not to ask
RGS employees for personally identifying information.
b. In the event that the Agency’s Retirement Program initiates an inquiry
that includes examination of whether individuals providing services under
this Agreement to Agency are Agency’s employees, Agency shall inform
RGS within five business days and share all communications and
documents from the Retirement Program that it may legally share. In the
event that either RGS or Agency files an appeal or court challenge, RGS
and Agency each agree to cooperate with each other in responding to the
inquiry and any subsequent administrative appeal or court challenge of an
adverse determination. Notwithstanding Section 17.1 of this Agreement,
RGS and Agency shall each bear their own costs in responding to an
inquiry by a Retirement Program, including but not limited to costs of an
administrative appeal or court challenge.
c. In the event that any RGS employee or subconsultant providing services
under this Agreement is determined by a court of competent jurisdiction
or the Agency’s Retirement Program to be eligible for enrollment in the
Retirement Program as an employee of the Agency, to the fullest extent of
the law, Agency shall indemnify, defend, and hold harmless RGS for any
Retirement Program contribution payment that Agency is required as a
result to make to the Retirement Program as well as for the payment of
any penalties and interest on such payments, if any.
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: Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
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
5:00p.m. on a regular business day or else on the next business day.
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This Agreement may be executed in counterparts, each of which shall constitute an original, and all of
which taken together shall constitute one and the same instrument. In accordance with California
Government Code Section 16.5 and California Civil Code Section 1633.7, the Parties agree that this
Agreement may be transmitted and signed by electronic or digital means by either or both Parties and
that such signatures shall have the same force and effect as original signatures.
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: __________ Agency
By: __________________________________
Peter Pirnejad, Town Manager
E: ppirnejad@losaltoshills.ca.gov
DATED: __________ Regional Government Services Authority
By:
Sophia Selivanoff, Executive Director
DocuSign Envelope ID: D38E06BE-DD82-4F82-BED5-9A117453C83E
4/10/2024
4/10/2024
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Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
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. The Parties
further agree adjustments to the hourly bill rate shown below for “RGS Staff” will be made on
July 1 of each year, when 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 five
percentage (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’ Direct Costs. Agency shall reimburse RGS for direct external
costs. Direct external costs, including such expenses as travel or other costs incurred for the
exclusive benefit of the Agency are not included in the hourly bill rate and, 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 30 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 Process/Address. RGS prefers invoices be paid electronically.
RGS will reach out to your invoicing contact to establish and provide electronic payment
instructions.
However, should you have questions or need other payment options, please contact:
Lindsay Rice, RGSA Accounting Manager
(650) 587-7300X12 | lrice@rgs.ca.gov
[EXHIBIT A CONTINUES ON FOLLOWING PAGE]
DocuSign Envelope ID: D38E06BE-DD82-4F82-BED5-9A117453C83E
Agreement for Management and Administrative Services [4/24 Rev5] Page 13 of 14
Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
AGENCY CONTACTS
Agency Billing Contact. Invoices are sent electronically only. Please provide the contact person to
whom invoices should be sent:
NAME EMAIL
Cody Einfalt, Interim Assistant to the Town
Manager
ceinfalt@losaltoshills.ca.gov
Agency Insurance Contact. Please provide the contact person to whom the certificate of coverage
should be sent:
NAME EMAIL
Cody Einfalt, Interim Assistant to the Town
Manager
ceinfalt@losaltoshills.ca.gov
RGS STAFF RATES
TITLE HOURLY
RATE*
Strategic Services Consultant $176
Senior Advisor $150
Advisor $128
Technical Specialist $114
Administrative Specialist $102
*The Hourly Rate does not include direct external costs
which will be invoiced to Agency with no markup and will
fall outside of the not-to-exceed (if established) for services
provided.
DocuSign Envelope ID: D38E06BE-DD82-4F82-BED5-9A117453C83E
Agreement for Management and Administrative Services [4/24 Rev5] Page 14 of 14
Between the TOWN OF LOS ALTOS HILLS and Regional Government Services Authority April 9, 2024
Exhibit B
Scope of Services. Subject to the terms and conditions of this Agreement, Regional Government
Services Authority (RGS) shall perform the functions as described below. RGS services are not
duplicated by Agency employees and are not intended to be performed by Agency employees but are
wholly outsourced to RGS. This work may be done onsite or remotely.
1) A team of RGS employees will facilitate the delivery of financial management consulting services,
This will reflect best management practices appropriate to a California Municipality. Services may
include but are not limited to:
a) Provide finance management advisory and consulting services.
b) Facilitate financial policy and procedure development.
c) Facilitate the development of a 2-year operating budget and 5-year CIP budget.
d) Review activities of the ASD Department and provide best practices recommendations.
e) Coach staff in the completion of vital finance tasks and facilitate cross training of staff.
f) Provide professional consultative advice regarding Risk Management programs and
practices on request.
g) Provide support to Risk Management on request.
2) RGS Advisors will be reasonably available to perform the services during the normal work week.
3) RGS Team members will maintain open communication lines with each other and Agency staff
through written documentation, video conference calls, phone, and e -mail as needed to
accomplish agreed-upon projects.
4) The Agency will only be invoiced for the actual hours worked. The work will be done remotely or
onsite. Work at City worksites requires the pre-approval of the RGS Lead Advisor.
5) External costs, such as postage, courier services, or other tracked hard copy delivery confirmation
services will be invoiced at cost to the Agency with no markup. All such costs will fall outside the
not-to-exceed for services provided.
6) Projects and activities may be modified on request of the Agency.
7) The RGS team assigned will be led by a Lead Advisor, who will both perform work and direct
projects to other RGS staff as needed. RGS staff, with equal or lower bill rates, will be assigned to
projects or tasks at Lead Advisor’s discretion.
DocuSign Envelope ID: D38E06BE-DD82-4F82-BED5-9A117453C83E