HomeMy WebLinkAboutContracts & Agreements_252-2016AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of services associated with State mandated (SB 90)
reimbursement claiming services ("Agreement") is made and entered in this 6th day of December,
2016 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)"
and MGT of America Consulting, LLC ("Consultant"). City and Consultant are sometimes
individually referred to herein as a "Parry" and, together, as the "Parties." In consideration of the
mutual promises contained herein, City and Consultant agree as follows:
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide services related to State mandated (SB 90)
reimbursement claiming services to the City's Management Services / Finance Department
(the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing Iike and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
entitled "Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to State prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Farrah Jenner, Assistance Finance Director, as City's representative with
respect to performance of the Services, and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "B," entitled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 The term of this Agreement shall be for a period of three (3) years commencing as of the
Effective Date and shall end on December 5, 2019, unless terminated earlier as provided
for herein (the "Term").
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with City
Council adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City Staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Seven Thousand Nine Hundred dollars ($7,900) per year for a maximum of
three (3) years. City shall pay Consultant on a time and materials basis up to the not to
exceed amount, in accordance with Exhibit "C" entitled "Project Costs and Hourly Rates."
Exhibit "C" is attached hereto and incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent and
by whom, and a description of reimbursable expenses related to the project. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days atter deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
C�
Farrah Jenner, Assistant Finance Director
Management Services I Finance Dept.
City of Redlands
35 Cajon Street
PO. Box 3005 (mailing)
Redlands, CA 92373
Consultant
J. Bradley Burgess, Executive Vice President
MGT of America Consulting, LLC
2251 Harvard Street, Suite 134
Sacramento, CA 95815
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration of
its performance of the Services. Consultant shall not perform any Services unless and until
the required insurance listed below is obtained by Consultant. Consultant shall provide
2
City with certificates of insurance and endorsements evidencing such insurance prior to
commencement of the Services. Insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty (30) days prior written notice
to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to City
that Consultant is self-insured or exempt from the workers' compensation laws of the State
of California. Consultant shall provide City with Exhibit "D," entitled "Workers'
Compensation Insurance Certification," which is attached hereto and incorporated herein
by this reference prior to performance of the Services.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term of
this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.
6.5 Consultant shall secure and maintain business auto liability coverage, with minimum limits
of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury
liability and property damage liability. This coverage shall include all Consultant owned
vehicles used in connection with Consultant's provision of the Services, hired and non -
owned vehicles, and employee non -ownership vehicles. City shall be named as an
additional insured and such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City.
6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall
perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City or
for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents, and any use of incomplete documents, shall be at City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to perform
4
the Services. Assigned personnel employed by Consultant are for its account only, and in
no event shall Consultant or personnel retained by it be deemed to have been employed by
City or engaged by City for the account of, or on behalf of City. Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent, nor shall Consultant have any authority, express or implied, to bind City to any
obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City. This Agreement may be terminated by
City, in its sole discretion, by providing not less than five (5) days prior written notice to
Consultant of City's intent to terminate. if this Agreement is terminated by City, an
adjustment to Consultant's compensation shall be made, but (1) no amount shall be
allowed for anticipated profit or unperformed Services, and (2) any payment due
Consultant at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and, within five (5)
days of the date of the termination notice, deliver or otherwise make available to City,
copies (in both hard copy and electronic form, where applicable) of project related data,
design calculations, drawings, specifications, reports, estimates, summaries and such other
information and materials as may have been accumulated by Consultant in performing the
Services. Consultant shall be compensated on a pro -rata basis for Services completed up to
the date of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by Iaw, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
89 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction,
the same shall be deemed severable from the remainder of this Agreement and shall not
affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections
contained herein, unless to do so would deprive a Party of a material benefit of its bargain
under this Agreement.
IN W'IT'NESS WHEREOF, duly authorized representatives of Cite and Consultant have signed in
confirmation of this Agreement.
C1
Attest:
am Ing' ity erli
LLC
EXHIBIT `A'
SCOPE OF SERVICES
MGT Consulting Group will provide the City with the following services as part of this project:
Identify all possible SB 90 claiming opportunities
Provide claiming summaries and data collection guides to assist the City to understand all of the
eligible components of each program.
Provide on-site interviews between our staff and key department staff to ensure that each
department understands precisely what data is required, and what the internal deadlines are
for submission. MGT will also help departments to understand the appropriate levels of
documentation required for each claim the City files.
Prepare indirect cost rate proposals (ICRPs) for all departments filing SB 90 claims in a given
year. ICRPs will only be prepared and used if they produce an indirect rate greater than 10%.
Complete elements of each SB 90 claim and will produce an original hard copy for the State
Controller and Adobe .pdf format claims which will be e-mailed to the City for review and
signature in advance of the claiming deadline.
File eligible annual FY 2015-16, 2016-17, and 2017-18 SB 90 claims with the State Controller
in Sacramento.
Prepare and file all eligible first time or new SB 90 claims that have claiming instructions issued
during the 2016-17, 2017.18, and 2018-19 fiscal years.
0 Assist the City with payment tracking
Assist the City with knowledge transfer and training related to the SB 90 process at the State
level and also related to other local agencies in California, provide proactive news that could
affect the SB 90 process, reports, and the earliest notification of new SB 90 claims possible.
VA
EXHIBIT `B'
PROJECT SCHEDULE
Proposed Project Timeline & Schedule
During the current cycle, MGT will complete SB 90 data collection and claims preparation on the
following schedule for Redlands. In subsequent years, our process will start sooner... likely in August or
September.
November
1 December
January
February
11/30
1120 MGT
2/4
Begin data
distribute
Claims to City
collection and
12130- All mandate specific claim
claims and
for final review
follow up on
data due to MGT
iCRPs for dept.
and signature
eligible activity
review
w/ MGT.
1/30
2/ 1 ! Signed
MGT Claim Preparation
Edits and
claims returned
Questions and
changes due to
to MGT
Compile data, calculate indirect
follow up from
cost rates, format claims, and
MGT
2/15/2015
11130 — 12/15
follow up with departments.
Hand Deliver
Claims to
State
8
EXHIBIT `C'
PROJECT COSTS AND HOURLY RATES
Project Timeline & Schedule
During the current cycle, MGT will complete SB 90 data collection and claims preparation on the
following schedule for Redlands. In subsequent years, our process will start sooner... likely in August or
September.
November
December
January
February
11/30
1120 MGT
214
Begin data
distribute
Claims to City
collection and
claims and
for final review
follow up on
12130- All mandate specific claim
ICRPs for depc.
and signature
eligible activity
data due to MGT
review
w! MGT.
1130
2/11 Signed
MGT Claim Preparation
Edits and
claims returned
Questions and
changes due to
to MGT
Compile data, calculate indirect
follow up from
cost rates, format claims, and
MGT
211512016
11/30 — 12/15
follow up with departments.
I -land Deliver
Claims to
State
.0
EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
V/I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code § 1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
MGT of America Consulting, LLC Date: fix_ 1
/13y:— t,9
T. Bradle Bur ss, Executive Vice President
10