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HomeMy WebLinkAboutContracts & Agreements_186A-2019PS 1 1(12439) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement fol the provision of Senate Bill 90 (SB 90) state mandated reimbursement claiming services ("Agreement") is made and entered in this 3rd day of September, 20I9 ("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 "Party" and, together, as the "Parties " 111 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 Senate Bill 90 (SB 90) state mandated reimbursement claiming services foi City (the "Services") 1 2 The Services shall be performed by Consultant in a professional rnannei, 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 othei practicing professional consultants in the industry providing like and similar types of Services ARTICLE 2 — SERVICES OF CONSULTANT 2 1 The Services that Consultant shall perform are more particular ly 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, Assistant Finance Directoi, 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 perforin and complete the Services in a prompt and diligent mannei in accordance with the schedule set forth in Exhibit '`B," entitled "Project Schedule." which is attached hereto and incorporated by reference 4 2 The term of this Agreement shall be foi a period of three (3) years from the Effective Date of this Agreement (the "Initial Terin") The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one -yeas terms (each, an "Extended Term") 1 L lealdjm\Aereements\MGT of America Consultma LLC Agreement 2019 docx in PS 1 1 (1 24 19) on the same terms and conditions, by providing written notice to Consultant at least thirty (30) days pi lot to the expiration of the Initial Term or any Extended 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 annual compensation foi Consultant's performance of the Services shall not exceed the amount of nineteen thousand five hundred dollars ($19,500) foi a period of three years after the Effective Date, with two additional one-year renewal options bringing the total to an amount not -to -exceed thirty-three thousand one hundred fifty dollars ($33,150) City shall pay Consultant on a fixed fee basis, all expenses included in the fixed fee Consultant shall bill equal amounts twice each fiscal yeai accordance with Exhibit "C" entitled "Project Costs and Hourly Rates" attached hereto and incorporated herein by reference 5 2 Consultant shall submit monthly invoices to City descitbing the Services performed during the preceding month Consultant's invoices shall include a bi ief description of the Services performed, the dates the Services were performed, the numbei of hours spent and by whom, and a desciiption of reimbursable expenses related to the Services City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice oi othei communication required, oi which may be given, pursuant to this Agreement, shall be in witting Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days aftei 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 propeily posted and fully prepaid to the appropriate address set forth below, of such othei address as a Party inay provide notice in accordance with this section City Farrah Jennet, Assistant Finance Director City of Redlands 35 Cajon Street P.O Box 3005 (mailing) Redlands, CA 92373 Consultant J Bradley Burgess MGT of America Consulting, LLC 4320 West Kennedy Boulevard Tampa, FL 33609 bburgess@mgtconsulting com ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant foi the duration of its performance of the Services Consultant shall not perform 2 L Ica\dim\AgreementslMG1 of America Consulting LLC Agreement 2019 docx jn Ps 1 1 (1 24 19) any Services unless and until the required insurance listed below is obtained by Consultant Consultant shall provide City with certificates of Insurance and endorsements evidencing such insurance prioi 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 A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carries acceptable to City, or certification to City that Consultant is self-insured 01 exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "D" entitled "Wailers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prioi to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount 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 -conte ibuting to any insurance o1 self-insurance maintained by City C 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 01 self- insurance maintained by City D Consultant is expressly prohibited from assigning 01 subcontracting any of the Services without the prior written consent of City In the event of mutual agreement by the Parties to assign 01 subcontract a portion of the Services, Consultant shall add such assignee 01 subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor 6 2 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses of liability, including attorneys' fees, arising from injury of death to persons or damage to property occasioned by any negligent act 01 omission by, 01 the willful misconduct of, Consultant, 01 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 01 interest in any real property that may be the subject of this Agreement os any other source of income, interest in real property 01 investment that would be affected in any manner 01 degree by the performance of Consultant's Services Consultant further covenants and represents that 3 L Ica\djm\AgreementslMGT of America Consulting LIC Agreement 2019 doc,.jn PS ] ](124]9) in the performance of its duties hereunder, no person having any such interest shall perform any Services undei 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, 01 adopt oi enforce a City law, (u) issue, deny, suspend or revoke any City permit, license, application. certification, approval, order or stmilai authorization or entitlement, (iii) authorize City to enter into, modify 01 renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, 01 to the specifications foi such a contract, (v) grant City approval to a plan, design, report, study or similat item, (vi) adopt, or grant City approval of policies, standards or guidelines foi City or foi any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision of otherwise perform the same of substantially the same duties foi City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code undei Government Code section 87302 7 3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fan Political Practices Commission Form 700, Statement of Economic Interests with the City Clerk's office pursuant to the written instructions provided by the City Cleik ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce oi interpret any of the terms of 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 foi the use of in- house counsel by a Party 8 2 Consultant shall not assign any of the Services, except with the pi for written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment of attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Consultant is fat all purposes under this Agreement an independent contractoi and shall perform the Services as an independent contractot 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 the Services Assigned personnel employed by Consultant are foi its account only, and in 4 L IcaldpnlAgreenients\M GT or America Consulting LLC Agreement 2019 doca .in PS 1 1 (I 24 19) no event shall Consultant of personnel retained by it be deemed to have been employed by City of engaged by City foi 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 4 This Agreement may be terminated by City, in its sole discretion, by providing not Tess 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 of 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 othei 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 5 Consultant shall maintain books, ledgers, invoices, accounts and othei records and documents evidencing costs and expenses related to the Services foi a period of three (3) years, or foi any longer period required by law, 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 6 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 8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 If one 01 more of the sentences, clauses, paragraphs 01 sections contained in this Agreement is declared invalid, void of unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impaii or invalidate the remaining sentences, clauses, paragraphs 01 sections contained herein. runless to do so would deprive a Party of a mates nal benefit of its bai gain under this Agreement 5 I lealdpnlAgreeinentslMGT of America Consulting LLC Agreement 2019 doexjn PSI I (l 24 19) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS By. 14,04)4 t0004A-eik anic McConnell, As tant City Manager Attest e Donaldson, City Clerk MGT OF AMERICA CONSULTING, LLC 6 L IcaldjmlAgreements\MCT of America Consulting LLC Agreement 2019 docx.jn ey : urgess ive Vice 1S 11(12419) EXHIBIT "Air SCOPE OF SERVICES MGT of Amei Ica Consulting, LLC will provide the City with the following services as part of this project. • Identify all possible SB 90 claiming opportunities • Provide claiming suinmaries and data collection guides to assist the City with understanding all of the eligible components of each program • Provide on-site interview between out staff and key department staff to ensure that each department understands precisely what data is required, and what the internal deadlines are for submission The Consultant will also help departments to understand the appropriate levels of documentation required foi each claim the City files • Prepare indirect cost rate proposals (ICRPs) for all departments filing SB 90 claims in a given yeas ICRPs will only be prepared and used if they produce an indirect cost rate greater. than 10% • Complete elernents of each SB 90 claim and will produce an original hard copy for the State Controller and Adobe PDF form claims which will be emailed to the City for review and signature in advance of the claiming deadline • Prepare and file all eligible SB 90 claims foi fiscal year 2018-19 and the subsequent two fiscal years, 2019-20 and 2020-21, with two additional one (I) year options foi the subsequent fiscal years with the California State Controller's Office • Prepare and file all eligible SB 90 claims for all new of first-time mandates, which have claiming instructions issued by the State ControlIei's office during fiscal year 2018-19 and the subsequent two Fiscal Years, 2019-20 and 2020-21, with two additional (1) year options foi the subsequent fiscal years • 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 othei 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 7 L lea\dpnlAgreements\MGT of America Consulting, LLC Agreement 2019 docx jn PS 1 1 (1.24 19) EXHIBIT "W' PROJECT SCHEDULE Proposed Project Timeline and Schedule TYPICAL SCHEDULE JULY - 0c1 OCT " DEC DCC -JAN -Fa Meet with the City SB 90 Coordinator & Departments All mandate specific claim & financial data due to MGT MGT distribute draft claims and ICRPs for City review Claims to City for final review & signature MGT Begin data collection & follow up on eligible activities MGT Claim Preparation Compile data, calculate indirect cost rates, process data & prepare claims Edits and changes to draft claims due to MGT Hand Deliver Claims to State Controller 8 L 1caldimlAgreernents\MGT of America Consulting LLC Agreement 2019 docx,jn PS 1 1 (1 24 19) EXHIBIT "C" PROJECT COSTS AND HOURLY RATES ..,.,,.....,ClarmsCovereil ..,.,...., Fee... Payment Terms FY 2018 19Annual Claims & New Claims Released During FY 2019 20 FY 2019 20 Annual Claims & New Claims Released During FY 2020-21 FY 2020 21 Annual Claims & New Claims Released During FY 2021 22 Option Year FY 2021 22 Annual Claims & New Claims Released During FY 2022 23 Option Year FY 2022 23 Annual Claims & New Claims Released During FY 2023 24 Fixed Fee $6,500 Fixed Fee $6,500 Fixed Fee $6,500 Fixed Fee $6 700 Fixed Fee $6,950 9 L lcald.nrlAgreenrents\MGT of America Consulting LLC Agreement 2019 docxin Payable in two payments 50% invoiced on September 1st and 50% invoiced on April lst Payable in two payments 50% invoiced on September lst and 50% invoiced on April 1st Payable in two payments 50% invoiced on September 1st and 50% invoiced on April 1st Payable in two payments 50% invoiced on September 1st and 50% invoiced on April 1st Payable in two payments 50% invoiced on September 1st and 50% invoiced on April 1st Ps 1 1 (1 24 19) 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 VI 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 y Burge*tive Vice President 10 L1ca\djm\Agreements\MGT of America Consulting LLC Agreement 2019.docxjn Date 8.29 19