Loading...
HomeMy WebLinkAbout25C - AGMT - CIP CLAIMSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 2, 2016 TITLE: AGREEMENT WITH MGT OF AMERICA, INC., FOR CONSULTANT SERVICES RELATED TO PREPARATION OF STATE AND CAPITAL IMPROVEMENT PROGRAM REIMBURSEMENT CLAIMS {STRATEGIC PLAN NO. 6, 1G} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _-•;• r, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1S1 Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO Authorize the City Manager and Clerk of the Council to exercise the first of two one -year extension options for the agreement with MGT of America, Inc., for the one -year term beginning September 1, 2016, and expiring on August 31, 2017, to provide for State mandated cost reimbursement claim services for Fiscal Year 2016, in the amount not to exceed $11,400, and to include services related to preparation of reimbursement claims for capital projects, in the amount of $45,125, for an aggregate amount not to exceed $56,525, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION On September 16, 2013, at the conclusion of a Request for Proposals (RFP) process, the Finance & Management Services Agency (FMSA) received Council approval to award a consultant agreement to MGT of America, Inc., to provide cost reimbursement services (Exhibit 1). This agreement expires August 31, 2016, and is eligible for the first of two one -year renewal options. FMSA desires to exercise the first renewal option for preparation of State mandated cost reimbursement claims for Fiscal Year 2016. The Public Works Agency is in need of the services of a consultant with expertise in preparing cost analyses for the preparation of reimbursement claims for capital projects. MGT of America, Inc., is such a firm. Additionally, MGT of America, Inc., prepared the initial cost allocation plans for the Public Works Agency that are now ready for review and updating. Because of pressing deadlines for capital project cost reimbursements, including the Bristol Street Improvements and the OC Streetcar, staff is requesting authorization to engage MGT of America, Inc., to prepare 25C -1 Agreement with MGT of America, Inc. for Capital Project Reimbursement Claims August 2, 2016 Page 2 Indirect Cost Rate Proposals (ICRP) in accordance with the Code of Federal Regulations, Section 2, Part 225 (formerly OMB A -87) requirements and the accompanying Cost Allocation Plans as follows: FY 2013/2014 ICRP & Cost Allocation Plan — Review and Reconciliation $19,125 FY 2014/2015 ICRP & Cost Allocation Plan — Development $13,500 FY 2015/2016 ICRP & Cost Allocation Plan — Development $12,500 TOTAL: $45,125 Before the FY 2016/2017 cost reimbursement analyses are required, the Public Works Agency will complete a new RFP process for these services. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are available in the State Mandated Cost Reimbursement revenue account (No. 01114002- 50503) as funds are received. There is no direct fiscal impact on any expenditure accounts of the City or its related agencies. Funding is available in the Public Works Agency FY 2016/2017 Budget in the Administrative Services Account (No. 10117601- 62320). i - 4, )-L Fred Mousavipour Executive Director Public Works Agency 13 AWTAM APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25C -2 Agreement with MGT of America, Inc. for Capital Project Reimbursement Claims August 2, 2016 Page 3 Exhibits: 1. FMSA Agreement with MGT of America, Inc. (A- 2013 -154) 2. Proposed Fees 3. Agreement with MGT of America, Inc. (FMSA & PWA services) 25C -3 25C -4 C `4 INSURANCE lA ra c. vunri �1A1� i "y�()rJt ° °:liC1 NTIL IN.ci(IN - NC[: r'-XPIKS -1 -il�! d LERKOFCOUNCIL DATE: 10-11—(3 AGREEMENT FOR STATE MANDATED COST REIMBURSEMENT SERVICES A- 2013.154 This Agreement is effective as of the 18' day of September, 2013 by the City of Santa Ana, a municipal corporation and charter City duly organized and existing under the constitution and laws of the State of California ( "City ") and MGT of America, Inc, ( "Consultant "), a California Corporation, RECUALS A. The City desires to retain a Consultant having special skill and knowledge in the field of preparing applicable State Mandate Reimbursement claims in order to maximize revenue to City, B. The City issued a Request for Proposals for said services on July 16, 2013 (RFP 13 -035) and based, upon the proposals received, this contract is being awarded to Consultant. C. Consultant represents that Consultant is an independent contractor that has the knowledge and experience to prepare and submit such State Mandate Reimbursement claims on bohalf of City. D, In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE,, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: L SCOPE OF SERVICES Consultant shall perform those services and provide those products as set forth in Exhibit A to this Agreement. The following terms shall apply to the terms and conditions set forth in Exhibit A: 1) City shall approve each claim; 2) Claim shall be filed based upon proof of City costs; 3) Claim shall not be filed if costs do not exceed One Thousand Dollars ($1,000) per program per year. If data needed to file applicable claims is not provided by City in a timely manner Consultant cannot guarantee timely submission of claims, Consultant will file the claims with information obtained fi-om City, Consultant shall only file claims for which adequate records or documentation has been provided by City. 2. TERM This Agreement shall commence on the date first written above and be effective for a three (3) year period with two (2) additional one -year options to renew at the City's discretion, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be Exhibit 1 25C -5 IN extended upon a writing executed by the Executive Director of the Finance Department and the City Attorney, 3. COMPENSATION a, City agrees to pay, and Consultant agrees to accept as total payment for its services, identified in Exhibit A, Consultant agrees to file all eligible annual fiscal year actual cost reiruibnrseanent claims by the due date in accordance with the annual fixed fee schedule: Claims Covered Claims Due Date Annual Fixed Fee 2012 -2013 Annual & New February 15, 2014 $11,500 2013 -2014 Annual & New February 15, 2015 $11,400 2014 -2015 Annual & Now February 15, 2016 $11,400 b. City shall be billed quarterly for the annual Mixed fee. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work perfonned, subject. to City accountiarg procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. INSURANCE Consultant shall obtain and maintain for the entire term of tlus Agreement comprehensive general liability insurance, with companies acceptable to the City, authorized to issue such insurance in the State of California, Said insurance shall consist of the following: a, Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. Professional Responsibility (Errors and Omissions) insurance with a coanhined single limit of not less that $1,000,000.00 per claim, c. The following requirements apply to the insuarance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in hill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upori execution of this Agreement and shall be approved in form by the City Attorney, (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 25C -6 S. LIABILITY Consultant shall be responsible for performing the work pursuant to this Agreement in a professional manner and shall be responsible for the acts and omissions of its employees as related to this Agreement, liability of Consultant to City with regard to all work and services performed or provided by Consultant for City under this Agreement shall be limited to the total fee actually paid by City to Consultant. Under no circumstances shall Consultant have any liability to City in excess of the amount of such fees or compensation, City acknowledges and agrees that but for the above limitation of liability, Consultant would not be able to provide the services for City under this Agreement for the prices applicable to this Agreement, acid that this limitation of liability is reasonable, 6. WORT{ COMPLETION IN A TIMELY MANNER City agrees to provide information needed to complete the claims two weeks prior to the established due date or two weeks after the data has been requested by the Consultant, whichever is first. If information has been received in a timely manner, Consultant agrees to complete and file the clami(s) on or before the date established for submitting such claims to the State of California. If data is not provided in a timely manner and Consultant is unable to complete the claims, the claims shall be submitted late, when allowed by the State. City understands that late claims are subject to a '10% or One Thousand Dollar ($1,000) per claim penalty (whichever amount is less) up to one year after the original due date, City understands that the State does not allow claims to be submitted more than one year after the original due date. Consultant shall not be responsible for late penalties or for the loss of claiming opportunities, Consultant shall not be liable for any claims not filed due to incomplete, insufficient, or late information. Consultant shall be responsible for late penalties or failure to file claims if caused by mistake or negligence of its employees, officers and agents. 7. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended n.or shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be, provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services, Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes, 8. ASSISTANCE IF AUDITED In the event an audit is conducted by the State Controller's Office and upon notification by City, Consultant shalt assist City in defending its, claim(s). 25C -7 9. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just componsation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. M CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transforr(A orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement, The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City, 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed, by first class or certified mail, postage prepaid, or sent by tolefacsimile or other telegraphic commmnication W. the mariner provided in this Section, to the following persons: 25C -8 To City: Clerk of the City Council. City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6936 With courtesy copies to: Executive Director of Finance City of Santa Ana 20 Civic Center Plaza (M -17) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Consultant: MGT of America California Office: MGT of America, Inc. J. Bradley Burgess, Vice President 2001 P Street, Suite 200 Sacramento, CA 95811 Phone: 916. 595 -2646 bburgessq ngtamencom Corporate Headquarters: MGT of America, Inc. -21 .C�err""P te-Blvcl 3800 ESPLANADE WAY, SUITE210 he__pler�Q�TALLAHASSEE, FL 32311 Phone: 850-386-31,91 Fax: 850. 385 -4501 www.rrgtofaxnerica.com A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 25C -9 communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed. as set forth above, If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above, For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement mpresents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instument that are inconsistent with, or in addition to, that terns and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. a. The Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unloss prohibited by law, and Consultant consents to the City s use thereof for such put-poses as the City deems appropriate. b, Payment need not be made for work which fails to meet the standard of per fortnance specified in the Recitals of this Agreerent. 16. DISCRIMINATION Consultant shall not disarhninate, because of race, color, creed, religion, sex, marital status, sexual orientation, age, national ori gin, ancestry, or disability, as defined and prohibited by 25C -10 applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affmns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations, 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined acrd governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICE' ENSE+ S Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 1% MISCELLANEOUS PROVISIONS a. Each undersigned represonw and warrants that its signature hereinbelow has the power, authority and rig jit to bind their respective parties to each of the terms of this Agreement, and shall indemnify City filly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn, b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25C -11 IN WITNESS WHEREOF, the parties have executed this Agreement the date and year first above written. ATTEST; �4 1MARIA D. HIIIZAR .0-Clerk of the Council APPROVED AS TO FORM: SOMA R, CARVALHO City Attorney EY: k � . eU-e-vL Lisa Storck Assistant City Attorney 25C -12 CITY OF SANTA ANA Carlos Rojas, Acting City Manager MGT of America Title: SENIOR PARTNER TaxfD# 59- 1.576733 MGT of Arnerico Response to the City of Sunlrl Ano Request leer Proposal 11.035 for Mcandaiesd Cost Claiming Services (Z 90) UXHIBIT A Within the past five years, MGT of Amorlca has not boen a party to any litlgatlon relating the Work descrlbod by the City's UP, B. Scope Of Service Understanding of the Project The City of Santa Ana Is a California public agency that wishos to supplement existing revenue sources by filing state rnandate cost claims (SB 90 claims) with the California State Controller's Office (SCO), l lks many public, agencies In California, the City of Santa Ana has weathered a significant economic downturn over the past decade. Genorating sufficlent revenue to offset the growing demands for service and Increases{ costs In many areas of government reinalns a challenge, It Is our understanding that the City of Santa Ana would like to partner with a qualified consulting firm that spedaUaes in $3 90 consulting tra do the fallowing: r Prepare and fllo all eliglbde SB90 claims for annual dadms end associated ICRPs due during fiscal Year 2013.2014 and the subsequent two Distal Years, 201x4.2015 and 2015.2096. > prepare and file all ellgtble SIB 90 claims for all new or first -ehma mandates and associated ICpi's, which have dalming instruttaons Issued by the State Controller's office during Fiscal Year 20l and the subsequent two Fisnal Yaa.rs, 2014.2015 and 2015.2016, >- Assist the City with all asprets of remittance tracking including Annual Balm r%elpts and claims paid reports. r Provide assistance to the City In responding to Inquiries about and /or defending claims filed by the City that are audited by the State Colitr(aller°s office, r Provide guidance to the City in determining the data requlrod for claims submission and about now claiming opportunities including knowledge transfer and tmhnhng related to the SS 90 process at the state level, m Furnish copies of all claims filed with the State within 30 days after the filing and provide cnpias of working papers upon request, Following Is the MGT of America plan tea accomplish your request on tarna and on budget. F UG AMNId,. INA. 25C -13 MGT rat America Responses lt., trrci Cjty ci Sranlcl Aria s, a Re:clu eO fcor '13'•035 t01' M(iryciWrDd f.ra'st ..,„ Cicdminq Services (Sfi 90) t XIII)RIT .A Annual, New and inifial Claims: Preparation and Subl-rllssion r Establish schedule and approach needed to complete all annual Claims due to tho starter by February 15, 2014, This includes on�slto Interviews with all appilca6le City department personneL >• Identify new Claims that are expected to become mandated programs during FY 20 19.2014, end the dap7rtments likely to be affected by these claims. As part of this step, MGT will provide early claim summarlo and data collection requirements to provide a head start, on documeirtatlon strategies, > Weric with the city, as new clalining Instruetlons are issued by the SC), to establish schedules and approaches needed to complete all new or firstethne clalrns due dtn'Ing the h'isgl Year, Facilitate department interviews whero staff d%crlbo haw the City complies with the specific mandated programs and assist, the City to determine eligible costs based Oil the failowIng crlt'oria: ^ The test Claim's Statement, of DOC141011 The California Commission an State Mandates approved Parametors and Wdelhres The SCYs ciahning instructions A plow other Agencies arotn'rd the state are complying with wd interpretdng the mandato Prepare all necessary departmont-wido ICRPs in nccordanre with OMB AM87, MGT consoltants have prepared thousands of ICRPs over the past 25 years, We bolleve that our experience has developed a depth of understanding, that is unmatched in the field, r Prepare all eligible cialms for ti)o City's SI) 90 programs, and reylew 016 claims for completeness, propriety, and eligibility of costs, > Perform a quality assn once review of the city's Sn 90 elnimc to enour•o that they mesh with the associated department ICRPs and verity that no dlroct cosh are double counted, >r Discuss arty potentlal or necessary changes with the apps ^apr[ate City SO member, >» Provide the completed claims and ICRPs to the City for review and slgnaturo at least three weeks prior to the claiming deadline. >• Plla the signed Balms with the SC6 prior w the doadllna, GWT OF AAWCA. 010. 25C -14 '7 a rn4 ;;� 1r Proposed Scope & Fees CSA Finance & Management Agency MGT OF AMERICA, INC. MGT of America, LLC - 2251 Harvard Street, Suite 134, Sacramento CA 95815 Brad Burgess, Exec. Vice President, MGT Financial Services - bburgess@mgtamer.com ph. 916 -595 -2646 Description of Scope /Services to be Performed by the Consultant A. Prepare and submit cost claims for FY 2015 -2016 in accordance with the annual claiming instructions and deadlines provided by the State (February 17, 2017). B. Prepare and submit cost claims for FY 2016 -2017 in in accordance with the annual claiming instructions and deadlines provided by the State (February 15, 2018). C. Facilitate department interviews to documentand understand how the City complies with each eligible mandate reimbursement program. D. Prepare and submit other new or first -time cost claims pursuant to the State Controller's Office (SCO) claiming instructions which are issued in accordance with parameters and guidelines received from the Commission on State Mandates and mailed to local agencies during the fiscal year. E. Prepare all eligible City claims that exceed the State minimum of $1,000.00. Review the claims for completeness, propriety and eligibility of costs. F. Prepare all necessary department -wide ICRPs in accordance with CFR Part 200 (formerly A -87) G. Perform internal quality assurance reviews of all claims and ICRPs, H. Discuss any edits with appropriate City member, provide completed claims to City for review and signature by no later than three weeks prior to State claiming deadlines. I. File /deliver the executed claims with the SCO prior to claiming deadline(s). J. Provide assistance to the City in responding to inquiries about and /or defending the claims filed by the City that are audited or desl< reviewed by the Office of the State Controller K. Monitor the general payment status of all claims submitted and still due on behalf of the City /County pursuant to SB 90 claims due from the State. L. Assist the City with any claims filed by MGT of America that are audited by the SCO. M. Provide on -going support and status updates related to the anticipated changes in the claiming process arena of state government. See original MGT Proposal for Services for the 2012 -13, 2013 -14, 2014 -2015 Fiscal Years which is an integral part of this scope portion of Exhibit "A ". 1i Page 25C -15 June 21, 2016 MGT OF AMERICA, I N C. City of Santa Ana - SB 90 Claims Proposed Professional Fees Claims Covered Proposed 2015 -2016 Annual Claims & Fixed Fee equal to New Claims issued $11,400.00 Billed Quarterly. during City's 2016- 2017 Fiscal Year 2016 -2017 Annual Claims & Fixed Fee equal to New Claims issued $ 1 1,400.00 Billed Quarterly. during City's 2017- 2018 Fiscal Year This fee is all inclusive (no expenses will be charged to the City). There are no caps on number of claims, audit support, or on -site meetings /visits. Each new fiscal year outlined in this Exhibit is at the sole discretion of the City. MGT will only proceed with renewal year /period upon written approval from the City. 21 Page 25C -16 July 19, 2016 MGT Sacrawah 4o- 2251 Harvard S{rvzF Su.i,4z 134 Sau- w- wewtm, GA 959115 ry. 916.595.2646 www:w.gla fa.✓r.eri.cokco-w July 11, 2016 T� OF AMERICA, INC. Ms. Margaret Mercer Administrative Services Manager Public WorksAgency — Admin. Svcs. City of Santa Ana (714) 647 -5050 Subject: PW Hourly Rate Calculation Services Dear Ms. Mercer: We appreciate the opportunity to provide you with our proposal to develop hourly billing rates for Public Works staff members. Below is a summary of our proposal: Project Description: Annually, prepare hourly billing rates for reimbursement for selected PW staff members (requires two steps: 1 - prepare an allocation of PW administrative costs from 601 to 611/612 and then analyze the indirect vs. direct hours of 611/612 staff members) and 2 - calculate billable hour rates for staff in 611 and 612. Part A: 2013/2014 Year: Project Budget - $11.000 1) Calculate an actual 13/14 Indirect Cost Rate for 611/612: $6,000 2) Calculate actual 13/14 billing rates for staff in 611/612: $5,000 Part B: 201412015 Year - Project Budget: $13,500 1) Meet /Train city PW staff on the methods of time keeping, billing and assumptions used in the development of the indirect rate and billing rates: ($1,000) 2) Calculate actual 14/15 Indirect Cost Rate for 611/612: $6,000 Also, meet with OCTA and discuss the project going forward 3) Calculate actual 14/15 billing rates for staff in 611/612: $5,000 plus actual travel expenses: Est $1,500 25C -17 Part C: Project Budget:2015 /2016 Year - $12,500 1) Calculate actual 15/16 Indirect Cost Rate for 611/612: $6,000 check in with staff to make sure data assumptions are correct 2) Calculate actual 15/16 billing rates for staff in 611/612: $5,000 plus actual travel expenses: Est $1,500 Please call me at 916.595.2646 if you have any questions. We look forward to working with you and your staff on this project. Sincerely, 1 Bradley Burgess J. Bradley Burgess Executive Vice President MGT of America, LLC bburgessBmgtamer com 25C -18 AGREEMENT FOR STATE MANDATED COST REIMBURSEMENT SERVICES This Agreement is effective as of the 2 °d day of August, 2016 by the City of Santa Ana, a municipal corporation and charter City duly organized and existing under the constitution and laws of the State of California ( "City ") and MGT of America, Inc. ( "Consultant "), a California Corporation. RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of preparing applicable State Mandate Reimbursement claims in order to maximize revenue to City. B. The City issued a Request for Proposals for said services on July 18, 2013 (REP 13 -035) and based upon the proposals received, the City awarded Consultant contract #A- 2013 -154 which is still active. C. Insofar as the work sought herein is for the Public Works Agency specifically, a new separate agreement with Consultant in furtherance of capturing Public Works Agency funds is sought. D. Consultant represents that Consultant is an independent contractor that has the knowledge and experience to prepare and submit such State Mandate Reimbursement claims on behalf of City. E. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows! 1. SCOPE OF SERVICES Consultant shall perform those services and provide those products as set forth in Exhibit A to this Agreement as needed for reconciliation of the FY 2013/2014 Cost Allocation Plan and preparation of Cost Allocation Plans for FY 2014/2015 and FY 2015/16, in accordance with 2 CFR Part 225 (formerly OMB A -87 2. TERM This Agreement shall commence on the date first written above and be effective for a one (1) year period. Exhibit 3 25C -19 COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, identified in Exhibit A, in accordance with the fixed fee schedule: Task Fixed Fee 2013/2014 Cost Allocation Plan Reconciliation $19,125 2014/2015 ICRP and Cost Allocation Plan $13,500 2015/2016 ICRP and Cost Allocation Plan $12,500 b. City shall be billed upon completion of each Task and payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. INSURANCE Consultant shall obtain and maintain for the entire term of this Agreement comprehensive general liability insurance, with companies acceptable to the City, authorized to issue such insurance in the State of California. Said insurance shall consist of the following: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to connnencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. Professional Responsibility (Errors and Omissions) insurance with a combined single limit of not less than $1,000,000.00 per claim. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in filll force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 25C -20 S. LIABILITY Consultant shall be responsible for performing the work pursuant to this Agreement in a professional manner and shall be responsible for the acts and omissions of its employees as related to this Agreement. Liability of Consultant to City with regard to all work and services performed or provided by Consultant for City under this Agreement shall be limited to the total fee actually paid by City to Consultant. Under no circumstances shall Consultant have any liability to City in excess of the amount of such fees or compensation. City acknowledges and agrees that but for the above limitation of liability, Consultant would not be able to provide the services for City under this Agreement for the prices applicable to this Agreement, and that this limitation of liability is reasonable. 6. WORK COMPLETION IN A TIMELY MANNER City agrees to provide information needed to complete the claims two weeks prior to the established due date or two weeks after the data has been requested by the Consultant, whichever is first. If information has been received in a timely manner, Consultant agrees to complete and file the claim(s) on or before the date established for submitting such claims to the State of California. If data is not provided in a timely manner and Consultant is unable to complete the claims, the claims shall be submitted late, when allowed by the State. City understands that late claims are subject to a 10% or One Thousand Dollar ($1,000) per claim penalty (whichever amount is less) up to one year after the original due date. City understands that the State does not allow claims to be submitted more than one year after the original due date. Consultant shall not be responsible for late penalties or for the loss of claiming opportunities. Consultant shall not be liable for any claims not filed due to incomplete, insufficient, or late information. Consultant shall be responsible for late penalties or failure to file claims if caused by mistake or negligence of its employees, officers and agents. $. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 3 25C -21 4. ASSISTANCE IF AUDITED In the event an audit is conducted by the State Controller's Office and upon notification by City, Consultant shall assist City in defending its' claim(s). 10. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury including health, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 1L CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Infornation" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first 25C -22 class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: Executive Director of Public Works and City of Santa Ana 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 Facsimile (7'14) 647 -5635 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (7'14) 647 -6515 To Consultant: MGT of America California Office: MGT of America, Inc. J. Bradley Burgess, Vice President 2001 P Street, Suite 200 Sacramento, CA 95811 Phone: 916- 595 -2646 bbrngess@hngtaiuer.com Corporate Headquarters: MGT of America, Inc. 2123 Centre Pointe Blvd. Tallahassee, Florida 32308 Phone: 850 -386 -3191 Fax: 850- 385 -4501 www. mgtof america. com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been 25C -23 deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. a. The Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other 25C -24 employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDIC'T'ION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, pen-nits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signatures on following Page] 25C -25 IN WITNESS WHEREOI, the parties have executed this Agreement the date and year first above written. ATTEST': MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By' Jo S doval ChlefAssistant City Attorney I 25C -26 CITY OF SANTA ANA DAVID CAVAZOS City Manager MGT of America By: Title: TaxID# 59- 1576733 EXHIBIT A 25C -27 25C -28