HomeMy WebLinkAbout2023-06-07 RGS (HR & Fin Srvs)-2Town of Tiburon 7/20 1 Agreement for Professional Services
TOWN OF TIBURON 1505 Tiburon Boulevard, Tiburon, CA 94920 AGREEMENT FOR PROFESSIONAL SERVICES
PROJECT MANAGEMENT & AUDIT COMPLETION SERVICES JUNE 7, 2023 This Professional Services Agreement (the "Agreement") is dated__June 7___, 2023 and is by and between the Town of Tiburon, a public body of the State of California ("Town") and Regional Government Services Authority (“Consultant”), a municipal joint powers authority relating to __________________________ Services (“Services"). Town and Consultant are sometimes individually referred to as “Party” and collectively as Parties.” RECITALS: WHEREAS, Government Code section 53060 permits the Town to enter into agreements for professional services with individuals specially trained and experienced and competent to perform those services; and WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, stipulated and agreed, the parties agree as follows: AGREEMENT:
1. GENERAL DESCRIPTION OF CONSULTANT’S SERVICES. Consultant agrees to provide
project management and audit completion services, as described in further detail in the Exhibit 1 and
Exhibit 2, attached hereto and incorporated herein by reference.
2. COMPENSATION FOR CONSULTANT’S SERVICES. Compensation for the Services shall be (select one):
[ ] Lump Sum of $ ______________, (with) / (without) [Circle one] progress payments; or
[ X ] Time and materials, per schedule of rates and charges included in Exhibit 1, with a guaranteed not to exceed price of $ 36,000.00 .
3. EFFECTIVE DATE AND TERM.
The effective date of this Agreement is ___June 7, 2023_______________ and it shall terminate no later than ____June 30, 2024_____________, with the option to renew or amend the agreement by either Party in writing.
4. PERSONNEL SUPPLIED FOR CONSULTANT’S SERVICES. Consultant shall assign its employee(s) to serve as Advisor(s) to the Town and, if deemed necessary by Consultant, may assign subconsultants for the services described in Exhibit 1 and Exhibit 2, attached hereto and incorporated herein by reference.
5. TERMS AND CONDITIONS. Consultant shall perform the Services identified herein, in accordance with the terms and conditions of this Agreement, including without limitation, terms regarding Compensation, Schedule, Personnel, Annex “A” Agreement Terms and Conditions, and Annex “B” Insurance. Consultant acknowledges its opportunity to negotiate such terms and conditions.
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Town of Tiburon 7/20 2 Agreement for Professional Services
6.LIMITATIONS. Changes made to printed Terms and Conditions on this Agreement are null andvoid unless approved in writing by the Town.
7.USE OF AGREEMENT. The Agreement number must appear on all invoices and correspondence.Send invoices in duplicate to Town of Tiburon, Finance & Accounting Manager 1505 TiburonBoulevard, Tiburon, CA 94920, immediately upon performance.
8.For purposes of this Agreement, Town and Consultant shall direct all communications to each
other as follows:
Town:
Town of Tiburon Greg Chanis 1505 Tiburon Boulevard Tiburon, CA 94920 Phone: (415) 435-7373 Fax: (415) 435-2438 Email: gchanis@townoftiburon.org
Consultant:
Sophia SelivanoffExecutive Director PO BOX 1350, Carmel Valley, CA 93924 (650) 587-7300contracts@rgs.ca.gov
IN WITNESS WHEREOF the parties have executed this Agreement in duplicate as of the dates identified
below.
TOWN OF TIBURON: CONSULTANT:
df [Signature of Consultant]
df Sophia Selivanoff
Town Manager
Title: Executive Director
[If Corporation: Chairman, President, or Vice President]
Date:
Date:
Attest:
[Town Clerk]
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6/16/2023
Town of Tiburon 7/20 3 Agreement for Professional Services
Approved as to form and procedure:
Town Attorney Consultant Attorney
END OF DOCUMENT
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Town of Tiburon 7/20 Annex A - 1 Purchase Order for Professional Services
ANNEX A – PROFESSIONAL SERVICES AGREEMENT TERMS AND CONDITIONS This is an Annex to the Agreement for Professional Services Agreement dated __June 7, 2023________ (“Agreement”) between the Town and Consultant, as described therein, for the provision of professional services (“Services”). ARTICLE 1 – TERMS OF PERFORMANCE
1.01 Agreement Force and Effect. The provisions of this Agreement constitute the entire agreement between the Consultant and Town regarding the Services, shall supersede all other prior purchase orders/agreements between Consultant and Town with respect to the Services, and shall control over any inconsistent provisions in any Consultant-prepared attachments hereto. No representation, term or covenant not expressly specified in this Agreement shall, whether oral or written, be a part of this
Agreement. Town is not responsible for Services rendered without the authority of an Agreement on this form.
1.02 Performance of Services. Consultant represents that it possesses the requisite training, licenses and permits necessary to perform the Services, and that its performance of the Services shall conform to
the standard of practice of a professional having experience and expertise in professional services of like nature and complexity of the Services.
1.03 Licenses. [Reserved, as Consultant is a public agency.]
1.04 Progress and Coordination. Upon Town’s request, Consultant shall provide Town with progress submittals showing status of Services, at times and increments as Town may reasonably request, and shall provide Town with a progress schedule for performance of the Services, at times and in a level of detail as
Town may reasonably request. Consultant shall coordinate with Town and authorities with jurisdiction as necessary to perform the Services. Time is of the essence in the performance of the Services.
1.05 Plans, Specifications, Reports, Deliverables. Work product under this Agreement shall comply with the requirements of this Agreement and with applicable design criteria established by Town, applicable laws and codes, and with all applicable professional standards. Services shall meet this standard within the agreed compensation and schedule; services necessary to correct work product, errors or omissions in
work product, shall not entitle Consultant to an increase in compensation.
1.06 No Waivers. The granting of any payment, and any inspections, reviews, approvals or oral
statements by any Town representative, or certification by any governmental entity, shall not limit or waive Consultant’s obligations under this Agreement. Either Party’s waiver of any breach, or the omission or failure of either Party, at any time, to enforce any right reserved to it, or to require strict performance of any provision of this Agreement, shall not be a waiver of any other right to which any party is entitled, and shall
not in any way limit or modify that party’s right thereafter to enforce or compel strict compliance with every provision hereof.
1.07 Modifications. This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved by fully authorized representatives of Town
and Consultant. Consultant’s authorized representative is the individual signing this Agreement unless Consultant otherwise informs Town in writing.
1.08 Payment Requests. Consultant shall submit all billings with all necessary invoices, time records, deliverables, or other appropriate evidence of performance, after which Town shall make payment at the earliest practicable time, but not longer than 30 days after receipt of an invoice from Consultant. If requested by Town in order to facilitate the payment process and track progress, Consultant shall provide
Town with an itemization of its compensation according to a Work Breakdown Structure (“WBS”) in a form Town supplies or approves (at Town’s option), that defines all Agreement tasks (Consultant’s and
Subconsultants’), along with a project schedule defining the time line for each task, a project budget defining
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Town of Tiburon 7/20 Annex A - 2 Purchase Order for Professional Services
the planned man-hours and costs for each task, and a schedule of deliverables defining each deliverable to be provided to Town.
1.09 Scope of Compensation. Agreed method of compensation shall be full compensation for all Services required, performed or accepted under this Agreement, and Consultant shall not be entitled to compensation or reimbursement beyond or outside of agreed compensation. If Consultant previously commenced services within the scope of the Services, then the services performed and the compensation
paid shall be subject to the terms of this Agreement.
1.010 Additional Services. Payment for Additional Services shall require a written addendum or amendment, negotiated and signed by the Consultant and Town prior to commencing work of Additional Services, providing for the scope, schedule and terms of compensation.
ARTICLE 2 – LEGAL AND MISCELLANEOUS
2.01 No Assignment. Consultant shall not subcontract any portion of the Services outside of the
outlined services in Exhibit B, or otherwise assign this Agreement without prior written approval of Town, and Consultant shall remain responsible for compliance with all terms of this Agreement, regardless of the
terms of any such assignment.
2.02 Records and Audit. At Town’s request, Consultant shall make available to Town, its authorized agents, officers, or employees, for audit, photocopy or compilation, any and all ledgers, books of accounts, invoices, payrolls, vouchers, cancelled checks, correspondence, internal memoranda, calculations, drafts,
and other records or documents evidencing or relating to the performance of the Services (hard copy or electronic), expenditures and disbursements charged to Town in connection with the Services. Consultant shall maintain such documents for at least three (3) years following completion of the Services. Such rights shall be specifically enforceable.
2.03 Independent Contractor. Consultant is an independent Contractor and does not act as Town’s agent in any capacity, whatsoever. Consultant is not entitled to any benefits that Town provides to Town
employees, including, without limitation, worker’s compensation benefits or payments, pension benefits, health benefits or insurance benefits. Terms within this Agreement regarding direction apply to and concern the result of the Consultant’s provision of Services, not the means, methods, or scheduling of the Consultant’s work. Consultant shall be solely responsible for the means, methods, techniques, sequences
and procedures with respect to its provision of Services under this Agreement. Consultant shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in
this Agreement as Town’s responsibility. Further, Town confirms that Consultant employees are not assuming and are not expected to assume any Town staff position(s).
2.04 Indemnity/Liability. To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), Consultant shall defend against third party claims (with legal counsel
reasonably acceptable to Town), indemnify, and hold harmless the Town of Tiburon, its officers, directors, officials, agents, employees, and volunteers (collectively, “Indemnitees”) from and against any and all
claims, suits, expenses, liability, cause of action, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of any person, including an employee of Consultant or its Subconsultants), of every kind, nature, and description, at law or equity, (including without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses and
fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) (collectively “Liabilities”), to the extent that arise out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of Consultant, any Subconsultant, anyone directly or indirectly employed or retained by them, or anyone that they control. In the event one or more defendants is unable to pay its
share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other parties regarding unpaid defense costs. The Consultant’s obligations to indemnify, defend,
hold harmless the Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all
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Town of Tiburon 7/20 Annex A - 3 Purchase Order for Professional Services
other Liabilities, and in no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault.
2.05 Conflict of Interest. Consultant represents and warrants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of work and services required under this Agreement. Without limitation, Consultant represents to and agrees with Town that Consultant has disclosed any potential conflict of interest, and will have no future conflict of
interest, in providing Town services hereunder, including but not limited to, any interest (financial, share ownership, shared management, shared directors, or reporting responsibilities) Consultant may presently have, or will have in the future, with respect to any other person or entity (including but not limited to potential suppliers, vendors, consultants, contractors, or regulatory agency) which may have an interest in the subject matter of the Services.
2.06 Confidentiality. Any information, whether proprietary or not, made known to or discovered by
Consultant during the performance of or in connection with this Agreement for Town, will be kept confidential and not be disclosed to any other person. Consultant will immediately notify Town in writing if it is requested to disclose any information made known to or discovered by Consultant during the performance of or in connection with this Agreement. These conflict of interest, confidentiality and future
service provisions and limitations shall remain fully effective indefinitely after termination of services to Town hereunder.
2.07 Ownership of Results. Any interest (including copyright interests) of Consultant or its contractors or subconsultants (together, “Subconsultants”), in studies, reports, memoranda, computational sheets, drawings, plans or any other documents (including electronic media) prepared by Consultant or its Subconsultants in connection with the Services, shall become the property of Town. To the extent permitted
by Title 17 of the United States Code, work product produced under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of Town. In the event that it is ever determined
that any works created by Consultant or its Subconsultants under this Agreement are not works for hire under U.S. law, Consultant hereby assigns to Town all copyrights to such works. With Town’s prior written approval, Consultant may retain and use copies of such works for reference and as documentation of experience and capabilities. As respects Consultant’s standard details and proprietary design instruments
of service (not specific to this Agreement), however, Town shall have only a non-exclusive but otherwise unrestricted license to use the materials prepared in connection with this Agreement.
2.08 Consultant subject to California Public Records Act. Notwithstanding the foregoing, Town acknowledges that Consultant is a public agency and is subject to the California Public Records Act
(“CPRA”) and will comply with this Agreement to the extent that it does not conflict with the CPRA.
2.09 Non-Discrimination Policy. Consultant shall not discriminate against any employee or applicant
for employment, nor against any Subconsultant or applicant for a subcontract, because of race, color, religious creed, age, sex, actual or perceived sexual orientation, national origin, disability as defined by the
ADA or veteran’s status. To the extent applicable, Consultant shall comply with all federal, state and local laws (including, without limitation, all Town and Town ordinances, rules and regulations) regarding non-
discrimination, equal employment opportunity, affirmative action and occupational-safety-health concerns, shall comply with all applicable rules and regulations thereunder, and shall comply with same as each may
be amended from time to time. Consultant shall provide all information reasonably requested by Town to verify compliance with such matters. Consultant stipulates, acknowledges and agrees that Town has the
right to monitor Consultant’s compliance with all applicable non-discrimination requirements, and may impose sanctions upon a finding of a willful, knowing or bad faith noncompliance or submission of
information known or suspected to be false or misleading.
2.010 Termination and Suspension. (i) Town may, with or without cause, direct Consultant to suspend,
delay or interrupt Services, in whole or in part, for such periods of time as Town may determine in its sole discretion. (ii) Town may terminate performance of the Services under this Agreement in whole, or from
time to time in part, for default, should Consultant commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of Town’s written notice to
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Town of Tiburon 7/20 Annex A - 4 Purchase Order for Professional Services
Consultant demanding such cure, in which case Consultant shall be liable to Town for all loss, cost, expense, damage and liability resulting from such breach and termination. (iii) Town or Consultant may terminate performance of the Services under this Agreement in whole, or from time to time in part, for convenience, whenever a Party determines that such termination is in the Party’s best interests, in which case Consultant shall be entitled to recover compensation and costs for services performed to the effective date of termination, but may recover no other cost, damage or expense. The Town may condition payment
of such compensation upon the Consultant’s delivery to the Town of any and all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement. Consultant shall continue its work throughout the course of any dispute, and Consultant’s failure to continue work during a dispute shall be a material breach of this Agreement.
2.011 Governing Law; Execution; Venue; Limitations. This Agreement shall be deemed to have been
executed in the Town of Tiburon, County of Marin. The exclusive venue for all disputes or litigation arising out of this Agreement shall be in the Superior Court of the County of Marin, unless the parties agree otherwise in writing. Enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of California, excluding its conflict of laws rules. Except as expressly provided
in this Agreement, nothing in this Agreement shall operate to confer rights or benefits on persons or entities not party to this Agreement. As between the parties to this Agreement, any applicable statute of limitations
for any act or failure to act shall commence to run on the date of Town’s issuance of the final Certificate for Payment, or termination of this Agreement, whichever is earlier.
ARTICLE 3 – CONSTRUCTION OF AGREEMENT
3.01 Headings. The headings in this Agreement are for convenience only and do not affect the
construction of this Agreement.
3.02 Modifications. Modifications to this Annex “A” Agreement Terms and Conditions shall not be
effective unless approved and initialed by Town’s Town Manager.
ARTICLE 4 – CONSULTANT’S PROPOSAL AND OTHER CONSULTANT-PREPARED DOCUMENTS
4.01 Exhibit 1. Exhibit 1 consists of Consultant-prepared documents (e.g., Consultant’s rate sheet and proposal, if any) attached to this Agreement for reference only, defining further the scope of Consultant’s scope of Services hereunder.
4.02 Complementary Construction. This Agreement, its Annexes and attachments (including but not
limited to the attached Exhibit 1) are deemed complementary; what is called for by one is as binding as if called for in both and shall be performed by Consultant. In the case of direct conflict, then the requirement providing Town with the broader scope of services shall have precedence.
4.03 Modifications. Exhibit 1 may not supplement, contradict or qualify Annex “A” Agreement Terms
and Conditions, except as listed below and initialed by the Town Manager.
4.04 Named Personnel and Subconsultants. It is recognized that the named personnel and
Subconsultants in the Agreement are not bound by personal employment contracts to Consultant, however, Consultant agrees that reassignment of any of the named personnel or Subconsultants during the Services requires prior written approval of Town, which approval shall not be unreasonably withheld. Under no circumstances may Consultant replace personnel or Subconsultants with less qualified or less experienced personnel, without Town’s written consent, which may be withheld by Town on a reasonable belief of good cause.
END OF ANNEX “A”
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Annex B - 1 Purchase Order for Professional Services
ANNEX B – INSURANCE REQUIREMENTS This is an Annex to the Agreement for Professional Services Agreement dated ___June 7, 2023_______ (“Agreement”) between Town and Consultant, as described therein, for the provision of professional services (“Services”).
ARTICLE 5 – INSURANCE
Consultant’s Duty to Show Proof of Insurance. Prior to the execution of this Agreement, Consultant shall furnish to Town satisfactory proof that Consultant has taken out for the entire period required by this Agreement, as further described below, the following insurance or comparable program of self-insurance, in a form satisfactory to Town. Town acknowledges that Consultant as a public entity may, pursuant to California Government Code § 990, satisfy the coverage requirements set forth herein with a combination
of self-insurance and self-insured pool insurance and/or with insurance carriers satisfactory to Town, authorized to do business in California and rated by A. M. Best & Company A- or better, financial category size VII or better, which will protect those described below from claims described below which arise or are alleged to have arisen out of the contractual liabilities contained in this Agreement for which Consultant
may be legally liable, whether performed by Consultant, or by those employed directly or indirectly by it, or by anyone for whose acts Consultant may be liable: 5.01 Commercial General Liability Insurance Commercial general liability insurance, written on an “occurrence” basis, which shall provide coverage for bodily injury, death and property damage resulting from operations, products liability, blasting, explosion, collapse of buildings or structures, damage to underground structures and utilities, liability for slander, false
arrest and invasion of privacy arising out of construction management operations, blanket contractual liability, broad form endorsement, a construction management endorsement, products and completed operations, personal and advertising liability, with per location limits of not less than One Million Dollars ($1,000,000) general aggregate and One Million Dollars ($1,000,000) each occurrence. 5.02 Business Automobile Liability Insurance CONSIDER IF APPROPRIATE FOR TYPE OF SERVICE. IF NOT, DELETE] Business automobile liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence including coverage for owned, non-owned and hired vehicles. 5.03 Workers’ Compensation Insurance CONSIDER IF APPROPRIATE FOR TYPE OF SERVICE. IF NOT, DELETE] Workers’ Compensation Employers’ Liability limits not less than One Million Dollars ($1,000,000) each accident, One Million Dollars ($1,000,000) per disease and One Million Dollars ($1,000,000) aggregate. Consultant’s Workers’ Compensation Insurance policy shall contain a Waiver of Subrogation. In the event Consultant is self-insured, it shall furnish Certificate of Permission to Self-Insure signed by Department of Industrial Relations Administration of Self-Insurance, State of California. 5.04 Professional Liability Insurance [CONSIDER IF APPROPRIATE FOR TYPE OF SERVICE. IF NOT, DELETE] Professional Liability Insurance, either limits of not less than One Million Dollars ($1,000,000) each occurrence or claim and Two Million Dollars ($2,000,000) aggregate, all with respect to negligent acts, errors or omissions in connection with services to be provided under this Agreement, with no exclusion for claims of one insured against another insured and with tail coverage for a period of five (5) years after the completion of the Services. 5.05 Additional Insured / Waiver of Subrogation
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Annex B - 2 Purchase Order for Professional Services
Consultant shall include Town, its officers, officials, agents, employees and volunteers as Additional Insureds under the General Liability and Auto policies, and shall supply specific endorsements for same. The Additional Insured endorsement under the General Liability policy will be the Additional Insured – Town, Lessees or Contractors – Scheduled Person or Organization ISO Form CG2010 with the current applicable revision date. It is acceptable that the Additional Insured endorsement to provide “where
required by written contract." Consultant shall obtain a specific endorsement to its workers’ compensation insurance policy waiving all rights of subrogation against the Town, its officers, officials, agents, employees and volunteers. 5.06 The policies shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company’s liability.
5.07 Written notice of cancellation of the policies shall endeavored to be mailed to Town thirty (30) days in advance of the effective date thereof.
5.08 Insurance shall be primary insurance and no other insurance or self insured retention carried or held by any named or additional insureds other than that amount Consultant shall be called upon
to contribute to a loss covered by insurance for the named insured. 5.09 Certificates of Insurance and Endorsements shall have clearly typed thereon the title of the Agreement, shall clearly describe the coverage and shall contain a provision requiring the giving of written
notice.
5.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant or any of its permitted subcontractors or subconsultants may be held responsible for payment
of damages resulting from their operations.
If Consultant fails to maintain any required insurance, Town may take out such insurance, and deduct and retain amount of premium from any sums due Consultant under this Agreement. END OF ANNEX “B”
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Exhibit 1
Mediation, Coaching and Teambuilding
Scope of Work
The Town of Tiburon has expressed an interest in providing mediation, teambuilding and
executive coaching to employees in the Administrative Services Department.
Work-related Mediation/Facilitation
The work environment between two key employees at the town is tense. Both are valued
employees whose talent and experience are needed by the Town. Both employees are willing
to participate in mediated meetings with an RGS facilitator.
Teambuilding
It is anticipated teambuilding may be necessary once mediation has concluded. Teambuilding
includes:
Pre-teambuilding interviews – Gathering the perception of each member of the team provides a
foundation for the teambuilding agenda. Interviews can be conducted remotely and take
approximately 45 minutes per person. Individual responses will remain confidential. Group
“themes” will be developed and reported back to the group.
Questions may include:
• What are the strengths of the team?
• What are the weaknesses of the team?
• On a scale of 1 – 10 (1=poor; 10=excellent) rate communications among team
members? How could it be improved?
• What is the smallest change that would have the most positive impact on the team?
• What would you like to see us accomplish during the team building session?
Executive Coaching
The Town wishes to extend the opportunity for an employee to receive Executive Coaching
services. Up to 12 hours of Executive Coaching will be provided with Coaching sessions
arranged by mutual agreement. It is anticipated that there will be four sessions scheduled in
the first two months, then reducing sessions to once a month.
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Exhibit 2
Subject to the terms and conditions of this Agreement, RGS shall assign RGS employee(s) to serve as
Advisor(s) to the Town, which may require performing any or all the functions described below on an
outsourced basis. RGS services are not duplicated by District employees and are not intended to be
performed by Town employees but are wholly outsourced to RGS. This work may be done onsite or
remotely.
Outsourced finance services are including but not limited to:
1. Project Management and Facilitation of Audit Completion.
a. Fixed Asset Schedule
b. Pension Liabilities, compliance with GASB 84, and 96
c. Adjusting entries.
d. Preparations for anticipated compliance with GASB 87
Other Finance services as requested.
RGS Finance advisors will meet as often as necessary for the purpose of consulting about the Town’s
needs and issues, and per the scope of work performed.
Projects and activities may be modified on request of the Town. The Town will only be invoiced for
tactual hours worked.
Agreement for Management and Administrative Services [4/21 Rev 2] Between the Town of Tiburon and Regional Government Services Authority
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