HomeMy WebLinkAboutContracts & Agreements_75-2016 AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of service fee analysis, evaluation, and review services
of cemetery fees ("Agreement") is made and entered in this 5th day of April, 2016 ("Effective
Date"), by and between the City of Redlands, a municipal corporation ("City") and MSW
Consultants ("Consultant"). City and Consultant are sometimes individually referred to herein as
a "Party" 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 service fee analysis, evaluation, and review
services for City's Quality of Life 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 like 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 peiforning the Services.
3.2 City designates Chris Boatman, Quality of Life 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 perfon-n 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. The Services shall commence
within ten (10) days of the Effective Date of this Agreement. Consultant shall complete
IAca%djm\Agreemenis\MSW Cemetery Service Fee Study 3.31.16.doc 1
the Services by June 30th, 2016 (the "Term") in a prompt and diligent manner, unless
lengthened by the City.
4.2 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 Twenty Nine Thousand Dollars ($29,000.00). 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 after 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:
y
Consultant
Christopher Boatman, Director MSW Consultants
Quality of Life Department David L. Davis, President
City of Redlands 27393 Ynez Road, Suite 259
35 Cajon Street, Suite 222 Temecula, CA 92591
PO. Box 3005 (mailing)
Redlands, CA 92373
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 City with certificates of insurance and endorsements evidencing such insurance
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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 arnount 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 ConsuItant'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:
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A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City Iaw;
(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 the Services. Assigned personnel employed by Consultant are for its account
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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.
8.5 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 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.
8.7 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.
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IN WITNESS WHEREOF, duly authorized representatives of City and. Consultant have Signed
in confirmation of this Agreement.
CITY OF REDLANDS MSW Consultants
> By:
By:
Tina Kundig, finance Director David L. Davis, President
Attest:
4 41,.
Jn`ne Donaldson,
Deputy City Clerk
[:\ci�djm\Agreemen1s\MSW Ceme4n-yiia vim Fee SlcAy 3. 1.16.doc 6
Exhibit A
Scope of Service
1. Analyze and Evaluate Existing Fee Structure
We will review key background documents. This will include the Cemeteiy Business PIan,the current
rate schedule, operating budgets, capital improvement plans, and other relevant operational and
financial records. We will work with City staff to identify and prioritize its pricing objectives, and
consider how these pricing objectives support the mission of the Cemetery. In our initial meeting with
City staff,we will discuss the following general pricing objectives:
• Generate adequate revenues to meet the Cemetery's current and long-term financial
obligations.
• Assign an appropriate value among various burial types,locations,and services(e.g.,plots,
niches, crypts, etc.).
• Set prices that accurately reflect the City's cost of service.
• Set prices that are simple and easy for families to understand.
• Set prices that are competitive in relation to other cemeteries.
• Avoid significant changes to prices over time.
We will prepare a list of information that we will need to conduct our analysis. We will review
this list with Department staff at our initial meeting. We will use the information to develop a rate
model that will mirror the financial performance of the cemetery enterprise fund, and the
endowment fund, based on the current fee structure. The rate model will be able to project the
operating performance(profit and loss)and cash balance of the cemetery fund,and the endowment
fund.
The model will also include a single page `dashboard' that will aid the users of the model to perform
`what if analyses. The dashboard will enable the user to readily see in a single glance the impact of
various pricing scenarios on total revenue, expenses, and ending cash balance. A simplified example
of a`dashboard' is shown on the following page in Chart 1.
A-1
Exhibit A
Scope of Service
Chart 1 Example of Rate Model Dashboard
F Cost_f mry Volurroe
GravrihGrowth Growrth Rovrnue and Endownrenk and
Experod(tures
2.0%6.....I 2.0%4 ...... Il.ti",1
-_—____—__~.__—___ _--__—Y—__-, $1.0071 $3,500
NurnberofAnnual U tz
......... ......._..... .,. Total. __.
Gond, Metter Best $900
Plots...... 2 2" 20 Ass $3,000
crypts _n 25 �0 70I $a66 w
Michel 2 IiL 25 20 70' 5760 x.,„.,,.�,m TM' %i $7,500
p
Tptal 130 its 106 34s $2,000
price ets®r per Umt $540 °m wry
Gpc d g 0 t "" �
$400 $1s64
plots 52,000 ,f,.3,0W $4,.500 ,
Crypts $1,250 $1,800 531500 $300 $1,666
v,
Niches $750 $1,660 $L500
"°"
Other $304 $504 $300 $240
Grand�li
Annual 2017 Revenue
51'
Better ,l $4 0
Plats $30,000 5751000 $90,000 $24s,6o0
Crypts $31,256 545,000 576,006 $145,250 2012 2014 2016 Zola 2020 2022 2024 2626 2028
Niches $18':750 $85,600 $30,000 $73,750 RM Revenue WN Upcnd'Wt—s Mrkrng Capital -1-11-Eld,1ment Fund Target Balance•Endowment
Other $12,000 $20,000 $32,000 $64,600
Total $142,664 $165;000 $222,000 $525,000 Wn 60bs
We will build the model based on five years of actual historical data.. We will use the model to
project revenues, expenditures, and cash balances over a fifteen (15) year planning; horizon. We
will develop the rate model to project the Cemetery's financial performance based on current
internment levels. This will be the Base Scenario. We will review the rate model and base
Scenario with. Department staff, obtain feedback, and make any needed adjustments. The
completed ease Scenario will be the starting point for developing alternate pricing structures.
. Recommend Appropriate Levels for Service Fees and Charges
Based on our review of the Business flan,our review of City documents,and our discussions with.City
staff,we will design new service fees and charges. We will gather information from.the City regarding
the labor, material,, equipment, and products required to operate the cemetery and to provide 'specific
services and merchandise. We will identify the nexus between the City's cosi for each type of service
and the corresponding,fee that should be charged. We will also consider the amount to be collected to
maintain the enterprise fund's cash reserves, and replenish the cemetery endowment fend. We will
review the new fees and charges with City staff, and incorporate them into the rate model.
A,_2
Exhibit A
Scope of Service
3. Review existing ordinances and propose modifications
We will review the Redlands Municipal Code(including Resolutions 4334). We will review ordinances
from other city owned cemeteries for provisions that may be applicable to the City of Redlands. Based
on our review,we may propose modifications to the Redlands Municipal Code that may be necessary
to implement a new rate structure. We will review and discuss these with City staff. Based on our
review and discussions,we will recommend changes to the Redlands Municipal Codes as it relates to
the Cemetery. We will include these recommendations in our draft and final report.
4. Compare Rate Structures from Other Comparable Public Owned Facilities
We will compare the City's current prices to those charged by other publicly owned cemetery facilities
of comparable size and service. We will base this comparison on information gathered by City staff
from other publicly owned cemeteries. We will also use the competitive price information included in
the City's Business Plan. We will array the information in schedules that enable us to reasonably
compare similar properties, merchandise, and services. We will review these with the City staff, and
obtain their feedback. We will use this information in evaluating the competitiveness of the rates we
develop above in Task 2.
5. Allow City to Evaluate Alternative Rate Structures and Provide Rate Models to City
Our rate model will allow the City to evaluate alternative rate structures under various scenarios. Based
on the information we gather, and our discussions with City staff,we will use the model to design fee
structures for various alternative scenarios. These scenarios will likely include combinations of the
following circumstances:
• Base Scenario--Cemetery continues to accommodate the current level of interments per year
at the current fee structure.
• Moderate Increased Volume—Cemetery experiences modest increase over the current level of
internments at the current fee structure.
• Significant Increased Volume-Cemetery experiences significant increase over the current level
of interments at the current fee structure.
• Grant funding—the Cemetery receives a certain amount of grant funding.
• Advanced Loan Repayment—Loans fi-om the Water Fund and from the Endowment Fund are
repaid ahead of schedule.
We will design rates for each scenario with a mind toward the pricing objectives described above. Once
the new rates have been designed,and the scenarios modeled,we will review them with City staff. We
A-3
Exhibit A
Scope of Service
will re-visit the pricing objectives described above and evaluate whether, and the extent to which,the
rates in each of the modeled scenarios meets the City's pricing objectives. We will modify the scenarios
as needed. Together with City staff, we will identify the recommended scenario. Our recommended
rate adjustments will be based on the reconunended scenario,and will be included in our report.
We plan to document all analysis of the Cemetery fee structure. We will train City staff in the use of
the model, and deliver the model to the City. Therefore, any spreadsheets, or computer programs
developed as part of this project will be submitted to the City for future use. We will provide training
to City staff in the use of the model.
6. Prepare Copies of the Draft Rsport and the Final Report Incorporating City's Comments
We will prepare a draft report describing the project background,objectives,the Cemetery's current fee
structure, and our recommended rate adjustments. Our report will include a description for the logic
behind the recommended rate adjustments as well as appropriate tables and charts. We will submit a
PDF copy and up to five (5) printed copies of the draft report to Department staff for its review and
comment.
We will make any needed changes, and prepare a final report. The final report will be suitable for
submission to the City Council. Specifically,the rate analysis report shall include,but will not Iimited
to, processes used and alternatives presented in review, and recommended revisions to the cemetery
rates. We will finalize the rate analysis report within two weeks after receiving the Department's
comments. We will provide a PDF copy and up to fifteen (15) printed copies of the final report
incorporating the City's comments.
7. Allocate time for meetings with City staff
We expect to prepare for and attend three(3)meetings with City staff and two (2)meetings with the
City Council,for a total of five(5)meetings. The cost of these meetings is included in our proposed
fee amount.
A-4
Exhibit B
Project Schedule
April May funs
No. Task _.........__.
2 9 16 23 30 7 14 21 28 4 11 18 25
Conduct kickoff meeting with Cite staff I
1 Analyze and evaluate existing rate structure
2 Recommend!appropriate levels for potential fees
3 Review existing ordinances and,propose modifications
4 Compare rate structures to other facilities
5 Allow City to evaluate alternative rate structures
6A prepare draft report
City staff reviews draft report
613 prepare final report
7 present findings to City Council'
B - 1
Exhibit C
Project Cost and Hourly Rates
Task Description Davis Henderson Total
Hours
1 Analyze and evaluate existingfee structure 10 10 20
2 Recommend appropriate levels for other fees 10 10 20
3 Review existing ordinance and propose changes 8 8
4 Compare rate structures from other facilities 2 0 2
5 Review alternative rate structures with City staff 32 24 56
6 Prepare draft and final report 32 24 56
7 Prepare for and attend meetings 20 20
Total Hours 114 68 182
Hourly Rate $165 $145
Fees $18,810 $9,860 $28,670
Presentation Materials $330
Total Fees and Expenses $29,000
1
EXHIBIT "D11
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
seff-insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon ftirnishing 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 OE
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).
1 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.
MSW Consultants Date:
By:
David L. Davis
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