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2010/04/27 City Council Resolution 2010-40RESOLUTION NO. 2010-40 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING AN AGREEMENT FOR MANAGEMENT SERVICES BETWEEN THE CITY OF ROHNERT PARK AND THE LOCAL GOVERNMENT SERVICES AUTHORITY FOR THE SERVICES OF A PROJECT MANAGER WHEREAS, the City of Rohnert Park ( "City ") has need of project management services and the Local Government Services Authority has an individual with the background capability to provide that services. NOW THEREFORE BE IT RESOLVED by the City Council that the City Manager is hereby authorized and directed to execute the attached agreement for Management Services between the City of Rohnert Park and the Local Government Services Authority for the Services of a Project Manager in substantially similar form, for and on behalf of the City, including authorization for staff to make minor adjustments in this agreement with City Attorney review and approval. DULY AND REGULARLY ADOPTED on this 27th day of April, 2010, by the City Council of the City of Rohnert Park. ATTEST: CIV Clerk CITY OF ROHNERT PARK Mayor BELFORTE: AYE BREEZE: AYE CALLINAN: AYE MACKENZIE: AYE STAFFORD: AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0) Email: RAverettQLGS.ca.gov PO Box 1350 Carmel Valley, CA 93924 Business: 650/587 -7300 Fax: 650/587 -7311 Email: JBower @LGS.ca.gov PO Box 1077 Camarillo, CA 93011 -1077 AGREEMENT FOR MANAGEMENT AND ADMINISTRATIVE SERVICES This Agreement for Management Services ( "Agreement ") is made and entered into as of the 27th day of April 2oio, by and between the City of Rohnert Park, a municipal agency ( "AGENCY"), and Local Government Services Authority (LGS), 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 LGS to render certain services to it; B. That LGS is a management and administrative services provider and is qualified to provide such services to AGENCY; and C. That AGENCY has elected to engage the services of LGS upon the terms and conditions as hereinafter set forth. TERMS AND CONDITIONS Section i. Services. The services to be performed by LGS under this Agreement shall include those services set forth in Exhibit A, which is by this reference incorporated herein and made a part hereof as though it were fully set forth herein. Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A- 1.1 Standard of Performance. LGS 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 LGS is engaged in the geographical area in which LGS practices its profession. LGS 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 LGS's profession. 1.2. Assignment of Personnel. LGS shall assign only competent personnel to perform services pursuant to this Agreement. In the Agreement For Management and Administrative Services Page 1 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 I event that AGENCY, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, LGS shall consider reassigning such person or persons. LGS's Executive Director will notify AGENCY's Chief Executive Officer in writing prior to a ,signing a different LGS .employee to provide services other than the initial LGS Staff identified on Exhibit A- 1-3 Time. LGS shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in above and to satisfy LGS's obligations hereunder in Exhibit A. Section 2. Term of Agreement and Termination. Services shall commence on or about the date specified in Exhibit A and shall continue until the date anticipated in Exhibit A to terminate, at which time it may be extended by mutual consent of the Parties for up to one -year intervals until terminated. 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 LGS are satisfactory to. the AGENCY, which determination shall be made in good faith. If the AGENCY determines that the services performed by LGS are not satisfactory, the AGENCY may terminate this agreement by giving written notice to LGS. Upon receipt of notice of termination by either Party, LGS shall cease performing duties on behalf of AGENCY on the termination date specified and the compensation payable to LGS shall include only the period for which services have been performed by LGS. Section 3. Compensation. Payment under this Agreement shall be as provided in Exhibit A. 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 LGS to AGENCY is that of an independent contractor and all persons working for or under the direction of LGS are its agents or employees and not agents or employees of AGENCY. AGENCY and LGS shall, at all times, treat all persons working for or under the direction of LGS as agents and employees of LGS, and not as agents or employees of the AGENCY. AGENCY shall have the right to control LGS only insofar as the results of LGS's services rendered pursuant to this agreement and assignment of personnel pursuant to Section 1. 5.2 LOS shall provide services under this Agreement through one or more employees of LGS qualified to perform services contracted for Agreement For Management and Administrative Services Page 2 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 by AGENCY. Key LGS staff who will provide services to the AGENCY are indicated in Exhibit A. The Executive Director will not reassign any of the staff indicated in Exhibit A without first consulting with the AGENCY. The Executive Director will consult with AGENCY on an as- needed basis to assure that the services to be performed are being provided in a professional manner and meet the objectives of AGENCY. 5.3 AGENCY shall not have the ability to direct how services are to be performed, specify the location where services are to be performed, or establish set hours or days for performance of services, except as set forth in Exhibit A- 5.4 AGENCY shall not have any right to discharge any employee of LGS from employment. 5.5 LGS shall, at its sole expense, supply for its employees providing services to AGENCY pursuant to this Agreement any and all benefits, such as worker's compensation, disability insurance, vacation pay, sick pay, or retirement benefits; obtain and maintain all licenses and permits usual or necessary for performing the services; pay any and all taxes incurred as a result of the employee (S) compensation, including estimated taxes, FICA and other employment taxes; and provide AGENCY with proof of payment of taxes on demand. Section 6. Insurance Requirements. Before beginning any work under this Agreement, LGS, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by LGS and its agents, representatives, employees, and subcontractors. LGS shall provide proof satisfactory to AGENCY of such coverage that meets the requirements of this section and under forms of insurance satisfactory in all respects to the AGENCY. LGS shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be paid by LGS. LGS shall not allow any subcontractor to commence work on any subcontract until LGS has obtained all insurance required herein for the subcontractor(s) and provided- evidence thereof to AGENCY. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 6.i Workers' Compensation LGS shall, at its sole cost and expense, maintain statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by LGS. The statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided Agreement For Management and Administrative Services Page 3 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, LGS may rely on a self - insurance program to meet those requirements, but only if the program of self - insurance complies fully with the provisions of the California Labor Code. T-Pe insurer, if insurance is provided, or LGS, if a program of self - insurance is provided, shall waive all rights of subrogation against` the AGENCY and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement where the subject loss is not proximately caused by the actions of or failure to act by a AGENCY officer, agent or employee or any person or entity other than the parties to the agreement. An endorsement shall state that coverage shall . not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after 15 days' prior written notice has been given to the AGENCY. 6.2 Commercial General and Automobile Liabilitv Insurance. 6.2.1 General requirements. LGS, 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,o0o,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. LGS shall additionally maintain commercial general liability in an amount not less than .TWO MILLION DOLLARS ($2,0oo,000) aggregated for bodily injury, personal injury, and property damage. If a Commercial General Liability Insurance or an Automobile Liability form or other form with .a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall. not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and. non -owned automobiles. 6.2.2 Minimum scope of coverage Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 000l or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Agreement For Management and Administrative Services Page 4 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 Office form number GL 0404 covering Broad Form Comprehensive General. Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA o6oi . (ed. 12/90) Code 8 and 9. No endorsement shall be ttached limiting the coverage. 6.2.3 Additional requirements Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. AGENCY and its officers, employees, agents, and volunteers shall be covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of LGS including the insured's general supervision of LGS; products and completed operations; premises owned, occupied, or used by LGS; and automobiles owned, leased, or used by LGS. 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. d. An endorsement shall state that coverage shall not be suspended, voided, cancelled by either parry, or reduced in coverage or in limits, except following reasonable notice to the AGENCY. 6.3 Professional Liability Insurance Upon written request of AGENCY, LGS, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 6.3.1 Any deductible or self - insured retention shall not exceed $1,000 per claim. 6.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in Agreement For Management and Administrative Services Page 5 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 5 coverage or in limits, except after 15 days' prior written notice has been given` to; the AGENCY. 6.3.3 The following provisions shall apply if the professional liability coverages are I -Vritten on a claims -made form: a. The retroactive ate of the policy must be shown and must be before'the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, LGS 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 LGS's sole cost and expense; any extended reporting provisions of the policy, if LGS 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 AXII. 6.4.2 Verification of coverage. Prior to beginning any work under this Agreement, LGS 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. LGS 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 Agreement For Management and Administrative Services Page 6 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 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. LGS shall disclose to and obtain the approval of AGENCY for the self - insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of AGENCY'S Chief Executive Officer, LGS may increase such deductibles or self - insured retentions with respect to AGENCY, its officers, employees, agents, and volunteers. The AGENCY'S Chief Executive Officer may condition approval of an increase in deductible or self insured retention levels with a requirement that LGS procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 6.4.6 Notice of Reduction in Coverage In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, LGS shall provide written notice to AGENCY at LGS's earliest possible opportunity and in no case later than five days after LGS is notified of the change in coverage. 6.5 Remedies. In addition to any other remedies AGENCY may have if LGS 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 LGS's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order LGS to stop work under this Agreement or withhold any payment that becomes due t hereunder, or both stop work and withhold any payment, until LGS demonstrates compliance with the requirements hereof; and /or • Terminate this Agreement. Agreement For Management and Administrative Services Page 7 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 i 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 LGS and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental. Regulations To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, LGS and any subcontractors shall comply with all applicable rules and regulations to which AGENCY is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. LGS represents and warrants to AGENCY that LGS 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 LGS is authorized by law to provide the services contemplated by this agreement. LGS represents and warrants to AGENCY that LGS and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required; to practice their respective professions. 7.5 Nondiscrimination. and Eaual Opportunity. LGS 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. LGS 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 LGS'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 LGS prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Agreement For Management and Administrative Services Page 8 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 AGENCY. LGS 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 sp ifically for the AGENCY and are not necessarily suitable for any fuure or other use. 8.2 Confidential Information. LGS 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, LGS shall .return materials which contain any confidential information to AGENCY. For purposes of this paragraph, confidential information is defined as all information disclosed to LGS 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 LGS what information and documents are confidential and thus subject to this section 8.2. 8.3 LGS's Books and Records. LGS shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements ` charged to the AGENCY under this Agreement for a minimum Of 3 years, or for any longer period required by law, from the date of final payment under this Agreement. 8.4 Inspection and Audit of Records Any records or documents that Section 8.2 of this Agreement requires LGS to maintain shall be made available for inspection, audit, and /or copying at any time during regular business hours, upon oral or written request of the AGENCY. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $io,000.00,'the Agreement shall be subject to the examination and audit of the State Auditor, at the request of AGENCY or as part of any audit of the AGENCY, for a period of 3 years after final payment under the Agreement. Section 8. Non - assignment. This Agreement is not assignable either in whole or in part without the written consent of the other party. Section 9. Amendments. This Agreement may be amended or modified only by written agreement signed by both Parties. Agreement For Management and Administrative Services Page 9 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 4' Section 1o. 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 11. Governin g Law Attorn e s Fem This Agreement shall be governed by the laws of the State of California ant any suit or action initiated by either party shall be brought in San Mateo 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 12. Mediation. Should any dispute arise out of this Agreement, the Parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the Parties. If a mediated settlement is reached, neither Party shall be deemed the prevailing party for purposes of the settlement and each Party shall bear its own legal costs. Section 13. Entire Agreement. This Agreement, including Exhibit A, comprises the entire Agreement. Section 14. Indemnity 14.1 LGS's indemnity obligations. LGS .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 LGS has performed this Agreement. Thus, LGS'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 LGS's employees or subcontractors; b. the negligent acts or omissions of LGS or its officers, directors, employees, or agents; or C. the willful misconduct of LGS or its officers, directors, employees, or agents. Further, LGS 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 LGS 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, LGS's obligation for any payments to such a claimant shall be Agreement For Management and Administrative Services Page 10 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 limited to those payments which AGENCY may be required to pay. 14.2 AGENCY'S indemnity obligations. AGENCY shall indemnify, defend and hold harmless LGS and its officers, directors, employees and agents from any and all cVims and lawsuits where such persons are named in the lawsuit solely by virtue of the position they hold with AGENCY, or solely because of a duty any of them performs while in that position. It is the intent of the parties here to define indemnity obligations that are related to or arise out of AGENCY'S actions as a governmental entity. Thus, AGENCY shall be required to indemnify and defend only under circumstances where a cause of action is stated against LGS, 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 LGS, its employees, or agents; and ce 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 LGS, its employees or agents, AGENCY further agrees to pay LGS a reasonable fee for all time spent by any LGS 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 she has provided under this Agreement. Agreement For Management and Administrative Services Page ii of 14 Rohnert Park and Local Government Services Authority April 20, 2010 f I Section 15. Notices. All notices required by this Agreement shall be given to AGENCY and LGS in writing, by first class mail, postage prepaid, addressed as follows: AGENCY: City of Rohnert Park 13o Avram Avenue Rohnert Park, CA 9492$ LGS: Local Government Services Authority P. O. Box 1350 Carmel Valley, CA 94o61 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: 2olo ROHNERT PARK APPROVED AS TO FORM: DATED: DATED: I: 2010 By: Daniel Schwarz, Interim City Manager Michelle Marchetta, City Attorney 2o10 LOCAL GOVERNMENT SERVICES APPROVED AS TO FORM: DATED: 2010 By: Richard H. Averett, Executive Director Sky Woodruff, Authority Counsel Agreement For Management and Administrative Services Page 12 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 EXHIBIT;A SCOPE OF SERVICES LGS shall assign an LGS employee or employees to serve as the AGENCY's Interim Capital Projects Manager which position requires ; performing the functions as described below: • Perform the functions as assigned. • Be reasonably available to perform the services during the normal work week, as agreed upon. • Meet regularly and as often as necessary for the purpose of consulting about the scope of work performed. • Perform related Capital Projects Manager work as required. Such employee(s) may perform services at the AGENCY offices available in Rohnert Park or at other locations. LGS will provide Capital Projects Manager services for up to one year from the date services commence pursuant to this agreement, subject to the provisions of Section 2 related to termination. COMPENSATION i. Fees. The AGENCY agrees to pay to LGS the full cost of compensation and support, as shown in Exhibit A, for the assigned LGS employee(s). Compensation is shown on an hourly basis. LGS and AGENCY acknowledge and agree that compensation paid by AGENCY to LGS under this Agreement is based upon LGS's costs of providing the services required hereunder, including salaries and benefits of employees. Consequently, the parties agree that adjustments to the hourly rate. shown below for "LGS Staff' will be made for changes to the salary and /or benefits costs provided by LGS to such employee. The parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and /or annuities for which LGS may be obligated for its employees or may otherwise be contractually obligated. 2. Reimbursement of LGS's Administrative Cost. The AGENCY shall reimburse LGS 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 will be invoiced to the AGENCY when received and without mark- up. These external costs will be due upon receipt. 3. Terms of Payment. LGS shall submit invoices monthly for the prior month's services. Invoices shall be. sent approximately io days after the end of the month Agreement For Management and Administrative Services Page 13 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 a, .g for which services were provided. 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 i% per month, which is an annual percentage rate of 12%, which will be applied to any unpaid balance owed commencing 7 days after the payment du�" date. Additionally, in the event the AGENCY fails to pay any undisputed amp°unts due to LGS within 15 days after payment due date,. then the AGENCY agrees that LGS shall have the right to consider said default a total breach of this Agreement and the duties of LGS under this Agreement may be terminated by LGS upon. io working days advance written notice. 4. Hiring LGS Employees. Should the AGENCY desire to offer permanent or temporary employment to an LGS employee who is either currently assigned to the AGENCY or has ' been assigned to the AGENCY within the previous six months, said AGENCY will be charged a fee equal to the full -time cost of the LGS employee for one month, using the most recent LGS bill rate for the LGS employee's services to the Agency. This fee is to recover LGS' expenses in recruiting the former and replacement LGS staff. Payment Address. All payments due LGS shall be paid to: LGS C/O McGilloway & Ray Accounting and Consulting 2511 Garden Road, Suite A -18o Monterey, CA 93940-5381- LGS STAFF Total annual cost for this agreement is expected to be $123,00o and it is anticipated that the CAPITAL PROJECTS Manager will work approximately 32 hours a week. The start date for the services to be performed is on or about April 28, 2010, and this agreement is anticipated to remain in force through April 30, 2011 unless extended by mutual consent of both parties. Agreement For Management and Administrative Services Page 14 of 14 Rohnert Park and Local Government Services Authority April 20, 2010 are Total annual cost for this agreement is expected to be $123,00o and it is anticipated that the CAPITAL PROJECTS Manager will work approximately 32 hours a week. The start date for the services to be performed is on or about April 28, 2010, and this agreement is anticipated to remain in force through April 30, 2011 unless extended by mutual consent of both parties. Agreement For Management and Administrative Services Page 14 of 14 Rohnert Park and Local Government Services Authority April 20, 2010