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Maximus Consulting Services, Inc. - 2015-01-05
AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND MAXIMUS CONSULTING SERVICES, INC. FOR STATE MANDATE REIMBURSEMENT REPORT PREPARATION SERVICES THIS AMENDMENT is made and entered into by and between the CITY of HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and MAXIMUS CONSULTING SERVICES, INC., a Virginia corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY and CONSULTANT are parties to that certain agreement, dated January 5, 2015, entitled "Professional Services Contract Between the City of Huntington Beach and Maximus Consulting Services, Inc., for State Mandate Reimbursement Report Preparation Services," which agreement shall hereinafter be referred to as the "Original Agreement;" and CITY and CONSULTANT wish to amend the Original Agreement to reflect the additional work to be performed by CONSULTANT, the additional compensation to be paid in consideration thereof by CITY to CONSULTANT, and the term of the Original Agreement, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. ADDITIONAL WORK CONSULTANT shall provide to CITY such additional services as required by CITY, as described in Exhibit A-1, attached hereto. 2. ADDITIONAL COMPENSATION In consideration of the additional services to be performed hereunder as described in Section 1 above, CITY agrees to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full payment for services rendered, an additional sum not to exceed Eleven Thousand Five Hundred Dollars ($11,500.00), in addition to the original sum of Thirty-four Thousand Dollars ($34,000.00), for a new total not to exceed figure of Forty-six Thousand Dollars ($46,000.00), per Exhibit B, attached hereto. 3. TERM The term of the agreement, originally ending on January 5, 2018, is extended to end June 30, 2018. 17-6118/ 169205/mv 4. Section 1, Scope of Service. The parties agree that Meredith Miller shall replace. Mark Rewolinski as the point of contact for CONSULTANT's services under the Original Agreement. Ms. Millet shall also.replace:Mr. Rewolinski as the contact name in Section 16, Notices. Insurance. Changes to this section shall be made as follows. Section 10.C. Replace the language of this subsection with the following: "shall state that the insurance policies, except for professional liability, will provide 30 days prior written notice of cancellation or non -renewal to CITY." 6. REAFFIRMATION Except s specifically modified herein, all other terms and conditions of the Original. Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on CONSULTANT MAXIMUS C ULTING E ICES, .INC., CITY OF HUNTINGTON BEACH, a a Virginia conforition a municipal corporation of the State of California By: ® �l1 T. Isadora Huntley Chief Financial Officer Sr. Manager ContraeW narne ITS: (circle one) C APPROVED AS TO FORM: ND By: �t -,70c e-- print name ITS: (eircle ogre) 5eeretaryXhief Financial nfficerlAssl. Secretary - Treasurer 17-6118J169205/mv 2 City Attorney 4. Section 1, Scope of Service. The parties agree that Meredith Miller shall replace Mark Rewolinski as the point of contact for CONSULTANT's services under the Original Agreement. Ms. Millet shall also replace Mr. Rewolinski as the contact name in Section 16, Notices, 5. Insurance. Changes to this section shall be made as follows: Section 10.C. Replace the language of this subsection with the following: "shall state that the insurance policies, except for professional liability, will provide 30 days prior written notice of cancellation or non -renewal to CITY." 6. REAFFIRMATION Except s specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on /— 18 CONSULTANT MAXIMUS C ULTING 1; ICES, INC., a Virginia corforition By: T. [sadora Huntley Sr. Manager Contrae'tStname ITS- (circle one) C ND By: f 4. 4bot C CG print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer �— 17-6118/164205/mv 2 CITY OF HUNI'INGTON BEACH, a a municipal corporation of the State of California i Chief Financial Officer APPROVED City Attorney V Receive and File (/.tat _ I City Clerk 1 , EXHIBIT A-1 Scope of Services Consultant shall provide the Services stated in this Exhibit A-1 in a professional and workmanlike manner consistent with the typical standards of the industry. Consultant specifically disclaims all other warranties, express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose. 2017/18 Mandated Cost Claims Based on 2016/17 Actual Costs (A) Prepare cost claims for the current fiscal year pursuant to the Controller's annual claiming instructions applicable to the claims being prepared and file the claims by the deadline set by the State for those claims. (B) Initial reimbursement claims, first-time claims for reimbursement of costs for one or more prior fiscal year(s) of a program that was previously unfunded, are NOT included in this contract. The Consultant is ready, willing, and able to prepare such claims once the parties mutually agree upon a change in scope to this contract to cover these new claims. (C) Monitor the general payment status of a 1 1 claims submitted on behalf of the Client pursuant to this Agreement. (D) Assist the Client with any current fiscal year claims filed by the Consultant that are audited by the State Controller's office. Test claims and incorrect reduction claims are not covered under this agreement. (E) Cost claims submitted by Consultant may consist of both direct and indirect costs. Consultant may either utilize the ten percent (10%) indirect cost rate allowed by the State Controller or calculate a higher rate if Client's records support such a calculation. Consultant is not required to prepare a central service cost allocation plan or departmental indirect cost rate proposals for Client. (F) If CONSULTANT is requested by CITY to produce to CONSULTANT deliverables, documents, records, working papers, or personnel for testimony or interviews with respect to this Agreement or any services provided in Exhibits A or A-1, then CITY and CONSULTANT shall execute a change order or new services agreement for the sole purpose of setting forth any payment and the terms associated with CONSULTANT'S response and related to the reasonable fees of CONSULTANT in responding. The foregoing does not diminish or negate CONSULTANT'S obligation to negotiate and defend all cost allocation plans and CITY mandated cost claims." EXHIBIT B Compensation For Services provided as set forth in Exhibit A, Client agrees to pay Consultant compensation in the amount of Eleven Thousand Five Hundred dollars ($11,500) for State Fiscal Year 17- 18 (Prepare FY2016- 2017 Annual Claims). Fees shall be invoiced in two installments: 80% on December 31; and the remaining 20% on May 31. Consultant will render to Client invoices for the fees specified herein, with payment due thirty (30) days after the invoice date. Waiver of Submission of Claim(s). Notwithstanding any other provisions of this Agreement, the submission of claims may be waived as set forth below. Upon waiver exercised by either party, Client shall pay Consultant for all work performed up to and until the effective date of waiver in an amount not to exceed the maximum dollar amount indicated above and on the payment schedule as indicated below: Effective date of waiver prior to: Percentage of fee due: January 1 90% February 1 100% At Client's Option. At the sole discretion of Client, Client may instruct Consultant to not file a specific claim or claims. Such instruction must be in writing and provided to Consultant at least thirty (30) days prior to the due date of the claim. The effective date of Client's waiver shall be the date Consultant receives Client's written instruction. At Consultant's Option. At the sole discretion of Consultant, Consultant may notify Client of its intention to not pursue a specific claim and the reasons therefor. Such notification must be in writing and provided to Client not less than thirty (30) days prior to the due date of the claim. The effective date of Consultant's waiver shall be the date Consultant mails its notification. ra CITY OF HUNTINGTON BEACH RECEIVED Professional Service Approval Form R�t JUN 212017 PART Finance Department Date: 6/21/2017 Project Manager Name: Dahle Bulosan Requested by Name if different.from Project Manager: Department: Finance PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: SB90 State.Mandated Claims Processing 2) Estimated cost of the services being sought: $ 34,500 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 3 4) Check below how the services will be obtained: ® A Bid solicitation process in accordance to the MC 3.03.060 procedures will.be conducted. ❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized, 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) Yes ❑ No Fiscal S Signature (Purchasing Approval) i Date' 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object # Fiscal Year FY17118 Fiscal Year FY18/19 Fiscal Year FYI 9/20 Fiscal Year 10035205.69365 $11 00 $11500 $11500 $ $ $ $ $ Budget Assistant City Manager's Signature APPROVEDr D . ,❑ nager's Signature /L / . ate Aekl/oll Date Date -17- /-7 Date part i sb 90.doc REV: February 2015 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MAMMUS CONSULTING SERVICES, INC. FOR STATE MANDATE REIMBURSEMENT REPORT PREPARATION SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and MAXIMUS CONSULTING SERVICES, INC., a Virginia corporation, a wholly owned subsidiary of Maximus, Inc. hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide certain California state mandated cost claiming reimbursement for services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3 03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows. 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Mark Rewolinski who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. H J V 3 8 N 01 J N I 1 N (1 H 30 k 110 N 8310 k 110 Z i M Wd S I Nn 910? 14-4518/115414 1 03 A 13 d 3" 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on January 05 , 20 15 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 3 years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4 COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty Four Thousand Five Hundred Dollars ($34,500) 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such 2 144518/115414 work only after receiving written authonzation from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6 METHOD OF PAYNM 4T CONSULTANT shall be paid pursuant to the terms of Exhibit I'B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials first prepared pursuant to the scope of services described in Exhibit A, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY upon payment in full of all applicable fees, and CONSULTANT shall turn these materials over to CITY upon expiration or termmation of this Agreement or upon PROTECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. To the extent that the Services provided by CONSULTANT are generated by CONSULTANT'S proprietary software, nothing contained herein is intended nor shall it be construed to require CONSULTANT to provide such software to CITY. CITY agrees that it has no claims of ownership, including copyright, patents or other intellectual property rights to CONSULTANT'S software Nothing in this Agreement shall be construed to grant CITY any rights to CONSULTANT'S materials created prior to the execution of this Agreement. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, mdemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all'claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind 3 14-4518/115414 or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. Tins indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY e v i d e n c e o f a professional liability insurance policy covering Consultant's errors and omissions while performing the work hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. Any self -insured retention is the sole responsibility of Consultant, and shall be paid by the Consultant A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement 4 14-4518/115414 If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the C='s election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its tune and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10 CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement, the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided, canceled, or nonrenewed. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand a copy of the policy of insurance only in the event of a claim occurring. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required 5 14-45181115414 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all tunes in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. Either party may terminate services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete, upon 30 days prior written notice to the other party. In the event of a material breach of the terms of this Agreement, the non -breaching party shall provide written notice to the breaching party specifying the nature of the default. The breaching party shall have 30 days (or such longer period as the parties may mutually agree upon) from the date of receipt to'cure any such default pnor to the effective date of termination In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, become the CITY'S property and shall be promptly delivered to it by CONSULTANT, upon payment in full for the prorated amount of all goods and/or services provided to CITY as of the effective date of termination of the Agreement. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without 6 14-4518/115414_ the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove 14. COPYRIGHTS/PATENTS Reserved. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16 NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U S. certified mail -return receipt requested. TO CITY City of Huntington Beach ATTN: Dahle Bulosan 2000 Main Street Huntington Beach, CA 92648 7 14-45181115414 TO CONSULTANT: MA)MMUS Consulting Services, Inc. 1891 Metro Center Dr. Reston, VA 20190-5207 Attention: Mark Rewolmski 17 CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18 MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19 SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as 8 14-4518/115414 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an onginal. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. R&GGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of service's contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 9 144518/115414 24. ATTORNEYS FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing parry. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES 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 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. 28. AUDIT DISALLOWANCE & DATA ACCURACY. CONSULTANT shall provide guidance to CITY in determining the data required. The CITY acknowledges and agrees that CONSULTANT shall be entitled to rely upon the accuracy and completeness of the data provided by the CITY to perform the Services. CITY shall provide all such data in a timely manner sufficient to allow CONSULTANT to provide the Services. CONSULTANT shall have no liability to CITY whatsoever if CITY provides incomplete or inaccurate data or provides data in an untimely manner. The CITY represents that all financial and 10 144518/115414 statistical information provided to CONSULTANT by CITY, its employees and/or agents is accurate and complete to the best of CITY' S knowledge. CONSULTANT shaIl, upon notice of audit, make work papers and other records available to the auditors. CONSULTANT'S sole responsibility under an audit shall be to provide reasonable assistance to the CITY through the audit and to make those changes to the work product as required as a result of the audit. CONSULTANT shall not be liable for any audit disallowances or any missed or lost revenue associated with, or related to, the Services, regardless of cause. 29 LIMITATION OF LIABILITY. CITY agrees that CONSULTANT'S total liability to CITY for any and all damages whatsoever arising out of, or in any way related to, this Agreement from any cause, including but not limited to negligence, errors, omissions, stnct liability, breach of contract or breach of warranty shall not, in the aggregate, exceed the lesser of (a) the amount actually paid to CONSULTANT during the contract year in which the claim arose, or (b) $150,000. In no event shall CONSULTANT be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if CONSULTANT has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Any claim by CITY against CONSULTANT relating to this Agreement must be made in writing and presented to CONSULTANT within one (1) year after the date on which CONSULTANT completes performance of the services specified in this Agreement 11 14-4518/115414 30. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive amm s length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreemen. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 31. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attomey. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 12 14-4518/115414 CONSULTANT, MAXMUS CONSULTING SERVICES, INC. By _P� se see cAA-6rke ct c pant name ITS (circle one) Chai nan/President/Pice President By print name ITS: (circle one) Secretary/ChrefFinancial Officer ecre - Treasurer 144518/115414 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California �t�. Director of Finance APPROVED AS 13 ,'kV - I slS A(z 1 KI V (EXHIBIT "A" The CONSULTANT shall provide Comprehensive State Mandate Cost Reimbursement Senate Bill 90 (SB 90) Services for claim years 2013-14, 2014-15 & 2015-16. The CONSULTANT shall assist the City in recovering costs associated with carrying out programs mandated by the State of California in accordance with Article XTlTB of the California State Constitution. B. CONSULTANT'S DUTIES AND RESPONSIBIELITIES: CONSULTANT shall provide (SB90) Services for claim years 2013-14, 2014-15, and 2015-16 as shown in the schedule below. State Fiscal Year 2014-15 (Prepare FY13-14 Claims) State Fiscal Year 2015-16 (Prepare FY14-15 Claims) State Fiscal Year 2016-17 (Prepare FYI 5-16 Claims) Such services shall include, but is not limited to the following. 1. Review all SB90 claims filed by the City department. 2. Review on -site with each City department the methods and organization employed in carrying out state mandated services. 3. Determine with each City department which of those activities need to be included in the claims. 4. Discuss with each City department the data needs and methods of accumulating the data for the claims. 5. Prepare indirect cost rate proposals (ICRP) in accordance with the provisions of OMB Circular A-87, Cost Principles for Grants to State and Local Governments, for all reimbursable mandated programs to be claimed, and for all applicable years to be claimed. 6. For single department SB90 programs, receive claims from the project manager, in the same form as they were submitted by the City departments, review them for propriety, and submit the claim to the state for reimbursement. For multiple department SB90 programs, receive compiled claims from the City project manager, review them for propriety, and submit the claim to the State for reimbursement. 14 14-4518/115414 7. Discuss with each City department any necessary changes or corrections that may need to be made after initial review for propriety. 8. Assist the City in negotiations with the State pertaining to claims. 9. Assist the City with any claims audited by the State Controller's Office up to the point that it is determined that an incorrect reduction claim should be filed. 10. Submit a list to the Finance department of claims filed for reimbursement after each filing cycle. 11 Review and discuss with all applicable City departments of funded mandates that each department is entitled to file a claim for reimbursement and which they may not be filing a claim currently. 12. Prepare a final management report for the Finance department on the status of claiming efficiency for the annual filings due on February 15'h of each year. This management report is due to the City ninety (90) days after the annual claims have been submitted to the State Controller's Office. 13. Provide in-house training on the preparation of SB 90 claims and the calculation of Indirect Cost Rate Proposals. Upon award and during the contract period, if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications to the City for approval before they begin work. C. CITY'S DITTIES AND RESPONSIBILITIES: 1. The City will designate a contact person that will coordinate the Consultant's work. 2. The City will be available for interviews with the Consultant to review the existing claims process, and the strengths and weaknesses of the previous data capture materials. 3. The City will provide all financial data required to complete the claims such as the annual budgets, departmental expenditure reports, salary reports, cost allocation plans, and service invoices. ICRP's are to be submitted to the City departments five weeks before the due date published in the State Controller's claiming instructions for the associated claims. ICRP calculations must include supporting documents for audit purposes. 15 144518/115414 2. SB90 claims are to be submitted to the State on or before the due date published in the State Controller's claiming instructions for the associated claims. 3. Final management report is to be submitted ninety (90) days after completion of the annual filings deadhne. 16 144518/115414 FT "T" Payment Schedule 1 Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY 2 CONSULTANT shall be entitled to a full payment towards the fixed fee set forth herein in accordance with the following fee schedule - State Fiscal Year 2014-15 (Prepare FY13-14 Claims) $11,500 State Fiscal Year 2015-16 (Prepare FY14-15 Clams) $11,500 State Fiscal Year 2016-17 (Prepare FY15-16 Claims) $11,500 The fee shall be invoiced in three mstallments, as follows• • Forty Percent (40%) on September 30, • Forty Percent (40%) on December 31, and • Twenty (20%) on May 31within the fiscal year of work performed Total fees shall not exceed Thirty Four Thousand Five Hundred Dollars ($34,500 00). CONSUTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum limit per year CONSULTANT shall not continue with any work effort over the amount of the maximum limit per year unless 'first authorized in writing by City authorized representative(s). CONSULTANT agrees to provide additional services outside the scope of work specified in Exhibit A at an hourly rate of $130 (inclusive of all fees and expenses). 3. Delivery of work product- A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4 CONSULTANT shall submit to CITY an invoice for each progress payment due Such invoice shall- 1) Reference this Agreement; 2) Describe the services performed; 3) Show the total amount of the payment due; 4) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement, and 5) For all payments include an estimate of the percentage of work completed. Payment Schedule Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY Such approval shall not be unreasonably withheld If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is m, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5 Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate Such approval shall not be unreasonably withheld Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement C HELPING GOVERNMENT SERVE THE PEOPLE' CERTIFICATE OF CORPORATE SECRETARY The undersigned Secretary of MAXIMUS Consulting Services, Inc. (the "Corporation") hereby certifies that Adam Polatnlck, Vice President of Contracts and Assistant General Counsel, has been authorized by the Board of Directors of the Corporation to sign the Professional Services Contract between the City of Huntington Beach and MAXIMUS Consulting Services, Inc. for the State Mandate Reimbursement Report, Preparation Services. This authorization is provided on behalf of the Corporation in accordance with internal procedures adopted by the Corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation. SEAL r David R. Francis Secretary Date: J 1891 METRO CENTER DRIVE I RESTON, VA 20190 1 703 2518500 1 703 251.8240 FAX I W W W.MAXIMUS COM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) olro7nois THIS CERTIFICATE IS ISSUE AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THiS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT if the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed if SUBROGATION iS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the Certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services, inc of Washington, 0 C Aon Risk Servi es Central, Inc Chicago IL Office 200 East Randolph Chicago IL 60601 USA CONTACT NAME PHONE (g66) 283-7122 FAX (AIC No Ex1) No (800) 363-0105 E-MAIL ADDRESS INSURER(S) AFFORDING COVERAGE NAIC 0 INSURED MAXIMUS, Inc 1891 Metro Center Drive INSURER At National Union Fire Ins CO of Pittsburgh 19445 INSURERB Hartford Fire Insurance Co 19682 Reston VA 20190 USA INSURER C INSURER D INSURER E Cr1VFRAr�FC f�GOTICIf�wTC w...e.e-.._ r .-...... INSURER F --- ---- - -"'-- --- RCY1,a1Vry I11IL01W 3CK THiS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WiTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN iS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ADD S ILTR Limits shown are as requested TYPE OF INSURANCE INSO WVD POLICY NUMBER MMmDY EFF M�CY EXP LIMITS B X COMMERCIAL GENERAL LIABILITY 4 UEN ZW 7 5 1 014 01 15 EACH OCCURRENCE S1,000,000 CLAIMS -MADE OCCUR S300, 000 PREMISES (Ea occurrence MED EXP (Any one person) S10,000 PERSONAL aADVINJURY $1,000,000 GEN L AGGREGATE LIMIT APPLIES PER: X POLICY ❑J� ❑ LOC GENERAL AGGREGATE S2,000,000 PRODUCTS-COMP/OP AGG S2,000,000 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT a accident) BODILY INJURY ( Per person) ANY AUTO � OQSWNEDHlAuTEODSLILEDBODILY INJURY (Per accident) HIRED AUTOSNON-OWNED PROPERTY DAMAGE AUTOS(Per accident UMBRELLA LIARLl OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE DED I RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER µ STATUTE ER ANY PROPRIETOR / PARTNER / EXEClIT1YE OFFICERIMEMBER EXCLUDED? NIA A E.L. EACH ACCIDENT (Mandatory In NH) 8 yes describe umer EL DISEASE -EA EMPLOYEE DESCRIPTION OF OPERATIONS below E L DISEASE -POLICY LIMIT A E&O-PL-Primary 014247388 SIR applies 08/01/2014 08/01/2015 Agg/Per Occ 51,000,Oro per policy ter s & condi ions ■ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, AddRional Remarks Schedule, RE CA Cl Huntington may be attached if more space I ROVED AS TO FORM Beach SB90 Mandated Claims FY14-15 _ s a rity /attorney � City of Huntington Beach, CA Attn Dahle Bulosan, CPA 2000 Main St. Huntington Beach CA 92468 USA t:ANLELLATION Ipp / SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIDNS AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION All rights reserved The ACORD name and logo are registered marks of ACORD /jV7Z�� /�� C f 146 A"CW7— AGREEMENT FOR CONSULTING SERVICES This agreement ("Agreement"), dated as of August 2, 2013 ("Effective Date") is by and between the County of Sonoma, a political subdivision of the State of California (hereinafter "County"), and MAXIMUS Consulting Services, Inc (hereinafter "Consultant"). RECITALS WHEREAS, Consultant represents that it is a duly qualified and experienced in the preparation of state mandated cost claims and related services, and WHEREAS, in thejudginent of the Auditor-Controller-Tieasurer-Tax Collector, it is necessary and desirable to employ the services of Consultant for state mandated cost reimbursement claummg for the periods covering July 1, 2013 to June 30, 2016, with the option of services being provided for the two subsequent fiscal years NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereto agree as follows AGREEMENT 1 Scope of Services 1 1 Consultant's Specified Services. Consultant shall perform services described in the County of Sonoma Request for Proposals for SB-90 mandated process claims services for the period covering July 1, 2013 to June 30, 2016 (Exhibit "A") These services shall be provided in accordance with the standards and times/dates detailed in the Consultant's Proposal (Exhibit "B) and pursuant to Article 8, Prosecution of Work The services detailed in Exhibit A and the standards for their provision detailed in Exhibit B are hereinafter incorporated in this document as "Scope of Work" In the event of a conflict between the body of tivs Agreement and the Scope of Work, the provisions in the body of this Agreement shall control 1 2 Cooperation With County Consultant shall cooperate with County and County staff in the perforinance of all work hereunder 1 3 Performance Standard Consultant shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in Consultant's profession County has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement Consultant hereby agrees to provide all services under this Agreement in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Contractor's work by County shall not operate as a waiver or release If County determines that any of Consultant's work is not in accordance with such level of competency and standard of care, County, in its sole discretion, shall have the right to do any or all of the following (a) require Consultant to meet with County to review the quality of the work and resolve matters of concern, (b) require Consultant to repeat the work at PSA - Revision F, April 2012 no additional charge until it is satisfactory, (c) terminate this Agreement pursuant to the provisions of Article 4, or (d) pursue any and all other remedies at law or in equity 14 Assigned Personnel a Consultant shall assign only competent personnel to perform work hereunder In the event that at any time County, in its sole discretion, desires the removal of any person or persons assigned by Consultant to perform work hereunder, Consultant shall remove such person or persons immediately upon receiving written notice from County b Any and all persons identified in this Agreement or any exhibit hereto as the project manager, project team, or other professional performing work hereunder are deemed by County to be key personnel whose services were a material inducement to County to enter into this Agreement, and without whose services County would not have entered into this Agreement Consultant shall not remove, replace, substitute, or otherwise change any key personnel without the prior written consent of County c In the event that any of Consultant's personnel assigned to perform services under this Agreement become unavailable due to resignation, sickness or other factors outside of Consultant's control, Consultant shall be responsible for timely provision of adequately qualified replacements 2 Payment For all services required hereunder, Consultant shall be paid in accordance with the following terms Paid in three installments 40% payable on September 30, 40% payable on December 31, and 20% payable on May 31 Unless otherwise noted in this agreement, payments shall be made within the normal course of county business after presentation of an invoice in a form approved by the County for services performed Payments shall be made only upon the satisfactory completion of the services as determined by the County Pursuant to California Revenue and Taxation code (R&TC) Section 18662, the County shall withhold seven percent of the income paid to Consultant for services performed within the State of California under this agreement, for payment and reporting to the California Franchise Tax Board, PSA - Revision F, April 2012 if Consultant does not qualify as (1) a corporation with its principal place of business in California, (2) an LLC or Partnership with a permanent place of business in California, (3) a corporationlLLC or Partnership qualified to do business in California by the Secretary of State, or (4) an individual with a permanent residence in the State of California If Consultant does not qualify, County requires that a completed and signed Form 587 be provided by the Consultant in order for payments to be made If consultant is qualified, then the County requires a completed Form 590 Forms 587 and 590 remain valid for the duration of the Agreement provided there is no matenal change in facts By signmg either form, the contractor agrees to promptly notify the County of any changes in the facts Forms should be sent to the County pursuant to Article 12 To reduce the amount withheld, Consultant has the option to provide County with either a full or partial waiver from the State of California 3 Tenn of Agreement The term of this Agreement shall be from July 1, 2013 to June 30, 2016, with the option of services being provided for the two subsequent fiscal years, unless terminated earlier in accordance with the provisions of Article 4 below 4 Tenmination 4 1 Termination Without Cause Notwrthstandmg any other provision of this Agreement, at any time and without cause, County shall have the right, in its sole discretion, to terminate this Agreement by giving 5 days written notice to Consultant 4 2 Termination for Cause Notwithstanding any other provision of this Agreement, should Consultant fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this Agreement, County shall provide wntten notice to Consultant specifying the nature of the default Consultant shall have 10 days (or such longer penod as the parties may mutually agree upon) from the date of receipt to cure any such default pnor to the effective date of termination Any notice of default shall be delivered by certified mail or overnight couner 4 3 Delivery of Work Product and Final Payment Upon Termination In the event of termination, Consultant, within 14 days following the date of termination, shall deliver to County all materials and work product subject to Section 9 11 (Ownership and Disclosure of Work Product) and shall submit to County an invoice showing the services performed, hours worked, and copies of receipts for reimbursable expenses up to the date of termination 4 4 Payment Upon Termination Upon termination of this Agreement by County, Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total payment specified in the Agreement as the services satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be performed for such total payment, provided, however, that if services which have been satisfactonly rendered are to be paid on a per -hour or per -day basis, Consultant shall be entitled to receive as full payment an amount equal to the number of hours or days actually worked pnor to the termination times the applicable hourly or daily rate, and further provided, however, that if County terminates the Agreement for cause pursuant to PSA - Revision F, April 2012 Section 4 2, County shall deduct from such amount the amount of damage, if any, sustamed by County by virtue of the breach of the Agreement by Consultant 4 5 Authority to Terminate The Board of Supervisois has the authority to terminate this Agreement on behalf of the County Iu addition, the Purchasing Agent or Department Head, in consultation with County Counsel, shall have the authority to tennmate this Agreement on behalf of the County 5 Indemnification Consultant agrees to accept all responsibility foi loss or damage to any person or entity, including County, and to mdemnify, hold harmless, and release County, its officers, agents, and employees, from and against any actions, claims, damages, liabilities, disabilities, or expenses, that may be asserted by any person or entity, including Consultant, that anse out of, pertain to, or relate to Consultant's or its agents', employees', contractors', subcontractors', or invitees' performance or obligations under this Agreement Consultant agrees to provide a complete defense for any claim or action brought against County based upon a claim relating to such Consultant's or its agents', employees', contractors', subcontractors', or invitees' performance or obligations under this Agreement Consultant's obligations under this Section apply whether or not there is concurrent negligence on County's part, but to the extent i equired by law, excluding liability due to County's conduct This indemnification obligation is limited to the value of the contract, except that such limitation shall not apply to any claun for damage, whether by the County or a third party, for actions or inactions of consultant causing property damage or bodily injury 6 Limitation of Liability In no event shall the Consultant be liable for Indirect, special, incidental, economic, consequential or punitive damage, including but not limited to lost revenue, lost profits, replacements goods, loss of technology right or services, loss of data, or interruption of loss of use of software or any portion thereof The County agrees that Consultant's total liability to County for damages ansmg out of this Agreement, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed 150,000 This limitation does not apply to bodily injury or property damage 7 Insurance With respect to perfonmance of work under this Agreement, Consultant shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain, insurance as described in Exhibit C, which is attached hereto and incorporated herein by this reference 8 Prosecution of Work The execution of this Agreement shall constitute Consultant's authority to proceed immediately with the performance of this Agreement Performance of the services hereunder shall be completed within the time required herein, provided, however, that if the performance is delayed by earthquake, flood, high water, or other Act of God or by strike, lockout, or similar labor disturbances, the time for Consultant's performance of this Agreement shall be extended by a number of days equal to the number of days Consultant has been delayed 9 Extra or Changed Work Extra or changed work or other changes to the Agreement may be authorized only by written amendment to this Agreement, signed by both parties Minor changes, which do not increase the amount paid under the Agreement, and which do not significantly change the scope of work or significantly lengthen time schedules may be executed by the Department Head in a form approved by County Counsel The Board of Supervisors/Purchasing Agent must authonze all other extra or changed work The parties expressly recognize that, pursuant to Sonoma County Code Section 1-11, County personnel are without authonzation to order extra or changed PSA - Revision F, April 2012 work or waive Agreement requirements Failure of Consultant to secure such written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the Agreement price or Agreement time due to such unauthorized work and thereafter Consultant shall be entitled to no compensation whatsoever for the performance of such work Consultant further expressly waives any and all right or remedy by way of restitution and quantum meruit for any and all extra work performed without such express and prior written authorization of the County 10 Representations of Consultant 10 1 Standard of Care County has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement Consultant hereby agrees that all its work will be performed and that its operations shall be conducted in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Consultant's work by County shall not operate as a waiver or release 10 2 Status of Consultant The parties intend that Consultant, in perforining the services specified herein, shall act as an independent contractor and shall control the work and the manner in which it is performed Consultant is not to be considered an agent or employee of County and is not entitled to participate in any pension plan, worker's compensation plan, insurance, bonus, or similar benefits County provides its employees In the event County exercises its right to terminate this Agreement pursuant to Article 4, above, Consultant expressly agrees that it shall have no recourse or right of appeal under rules, regulations, ordinances, or laws applicable to employees 10 3 No Suspension or Debarment Consultant warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered transactions by any federal department or agency Consultant also warrants that it s not suspended or debarred from receiving federal funds as listed in the List of Parties Excluded from Federal Procurement or Non -procurement Programs issued by the General Services Administration If the Consultant becomes debarred, consultant has the obligation to inform the County 10 4 Taxes Consultant agrees to file federal and state tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes Consultant agrees to indemnify and hold County harmless from any liability which it may incur to the United States or to the State of California as a consequence of Consultant's failure to pay, when due, all such taxes and obligations In case County is audited for compliance regarding any withholding or other applicable taxes, Consultant agrees to furnish County with proof of payment of taxes on these earnings 10 5 Records Maintenance Consultant shall keep and maintain full and complete documentation and accounting records concerning all services performed that are compensable under this Agreement and shall make such documents and records available to County for inspection at any reasonable time Consultant shall maintain such records for a period of four (4) years following completion of work hereunder PSA - Revision F, April 2012 10 6 Conflict of Interest Consultant covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its services hereunder Consultant further covenants that in the performance of this Agreement no person having any such interests shall be employed In addition, if requested to do so by County, Consultant shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with County disclosing Consultant's or such other person's financial interests 10 7 Statutory Compliance Contractoi agrees to comply with all applicable federal, state and local laws, regulations, statutes and policies applicable to the services provided under this Agreement as they exist now and as they are changed, amended or modified during the term of this Agreement 10 8 Nondiscrimination Without limiting any other provision hereunder, Consultant shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, sexual orientation or other prohibited basis, including without limitation, the County's Non -Discrimination Policy All nondiscrimination rules or regulations required by law to be included in this Agreement are incorporated herein by this reference 109 AIDS Discrimination Consultant agrees to comply with the provisions of Chapter 19, Article II, of the Sonoma County Code prohibiting discrimination in housing, employment, and services because of AIDS or HIV infection during the term of this Agreement and any extensions of the term 10 10 Assignment of Rights Consultant assigns to County all rights throughout the world in perpetuity in the nature of copyright, trademark, patent, right to ideas, in and to all versions of the plans and specifications, if any, now or later prepared by Consultant in connection with this Agreement Consultant agrees to take such actions as are necessary to protect the rights assigned to County in this Agreement, and to refrain from taking any action which would impair those rights Consultant's responsibilities under this provision include, but are not limited to, placing proper notice of copyright on all versions of the plans and specifications as County may direct, and refraining from disclosing any versions of the plans and specifications to any third party without first obtaining written permission of County Consultant shall not use or permit another to use the plans and specifications in connection with this or any other project without first obtaining written permission of County 1011 Ownership and Disclosure of Work Product All reports, original drawings, graphics, plans, studies, and other data or documents ("documents"), in whatever form or format, assembled or prepared by Consultant or Consultant's subcontractors, consultants, and other agents in connection with this Agreement shall be the property of County County shall be entitled to immediate possession of such documents upon completion of the work pursuant to this Agreement Upon expiration or termination of this Agreement, Consultant shall promptly deliver to County all such documents, which have not already been provided to County in such form or format, as County deems appropriate Such documents shall be and will remain the property of County without restriction or limitation Consultant may retain copies of the above- PSA - Revision F, April 2012 described documents but agrees not to disclose or discuss any information gathered, discovered, or generated in any way through this Agreement without the express written permission of County To the extent that the services provided by Consultant are generated by Consultant's proprietary software, nothing contained herem is intended nor shall it be construed to require Consultant to provide such software to County County agrees that it has no claims of ownership, including copyright, patents or other intellectual property rights to Consultant's software. Nothing in this Agreement shall be construed to grant County any rights to Consultant's materials created prior to the execution of this Agreement 10 12 Authonty The undersigned hereby represents and warrants that he or she has authority . to execute and deliver this Agreement on behalf of Consultant 11. Demand for Assurance. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired When reasonable grounds for insecurity anse with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement, but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding thirty (30) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prqudice the aggrieved party's right to demand adequate assurance of future performance Nothing in this Article limits County's right to terminate this Agreement pursuant to Article 4 12 Assignment and Delegation. Neither party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other party shall have so consented. 13 Method and Place of Giving Notice Submitting Bills and Making Payments. All notices, bills, and payments shall be made in writing and shall be given by personal delivery or by U S Mail or couner service Notices, bills, and payments shall be addressed as follows. TO COUNTY ACTTC — Attn. Julianne Kamplain 585 Fiscal Drive, Suite 100 Santa Rosa, CA 95403 TO CONSULTANT: Mark Rewolinski, Vice President 17310 Red Hill Avenue, Suite 340 Irvine, CA 92614 When a notice, bill or payment is given by a generally recognized overnight couner service, the notice, bill or payment shall be deemed received on the next business day. When a copy of a notice, bill or payment is sent by facsimile or email, the notice, bill or payment shall be deemed received PSA - Revision F, April 2012 upon transnussion as long as (1) the original copy of the notice, bill or payment is promptly deposited in the U S snail and postmarked on the date of the facsimile or email (for a payment, on or before the due date), (2) the sender has a written confirmation of the facsimile transmission or email, and (3) the facsimile or email is transmitted before 5 p m (recipient's time) In all other instances, notices, bills and payments shall be effective upon receipt by the recipient Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph 14 Miscellaneous Provisions 14 1 No Waiver of Breach The waiver by County of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or piovision or any subsequent breach of the same or any other term or promise contained in this Agreement 14 2 Construction To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law The parties covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, unpaired, or invalidated thereby Consultant and County acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the other Consultant and County acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement 14 3 Consent Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed 14 4 No Third Party Beneficiaries Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties 14 5 Applicable Law and Forum This Agreement shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in Santa Rosa or the forum nearest to the city of Santa Rosa, in the County of Sonoma 14 6 Captions The captions in this Agreement are solely for convenience of reference They are not a part of this Agreement and shall have no effect on its construction or interpretation 14 7 Merger This writing is intended both as the final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the teens of the Agreement, pursuant to Code of Civil Procedure Section 1856 No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties PSA - Revision F, April 2012 14 8 Survival of Terms All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason 14 9 Time of Essence Tmie is and shall be of the essence of this Agreement and every provision hereof IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date PSA - Revision F, April 2012 CONSULTANT By Name am oanc Title Vice President Assistant-GeneralCognsel Dates PSA - Revision F, April 2012 10 COUNTY COUNTY OF SONOMA CERTIFICATES OF INSURANCE ON FILE WITH AND APPROVED AS TO SUBSTANCE FOR C UNTY By — G Depart ent Head Date 63� l3 APPROVED AS TO FORM FOR COUNTY - By Co my Counse Date / 3 OR EXHIBIT A COUNTY OF SONOMA SENATE BILL 90 STATE REIMBURSEMENT CLALVI PROGRAM SERVICES Request for Proposals (RFP) The County of Sonoma is pleased to invite you to respond to a Request for Proposal for Senate Bill 90 State Reimbursement Clain Program Services Proposals must be received no later than 2 00 p in on May 20, 2013 A. Introduction 1. Project Background and Description The County of Sonoma is soliciting Request for Proposals (RFP) to establish an agreement for SB-90 mandated process claim services for the fiscal year 2013-14, fiscal year 2014-15 and fiscal year 2015-16 with the option of providing services for each of the two subsequent fiscal years Article XIIIB of the California State Constitution provides that counties may recover costs associated with carrying out programs mandated by the State of California The purpose of this contract is to obtain the maximum reimbursement for costs incurred by the County in carrying out state mandated programs The County of Sonoma is a general -law County The County has 3,841 full -tine equivalent employees and provides a full range of services to its residents. The County's principal functions include seven major areas- general government, public protection, public ways and facilities, health and sanitation, public assistance, education, and recreation and cultural services The State and Federal governments mandate certain minimum levels of services in the public assistance and health areas A major challenge to the County during fiscal year 2011-2012 and future years is the maintenance of these services to the extent feasible within the County's financial resources. The County has a general fund budget of $384 million and a total budget of approximately $1 2 billion for the Fiscal Year 2012-2013. The County submitted 17 annual claims for approximately $450,000 for Fiscal Year 2011-12 claims. 2. Desired Goals/Objectives/Outcomes Sonoma County is interested in receiving proposals for the collection, documentation, preparation, filing and monitoring of its state mandates claims for the fiscal years indicated The Consultant is to provide the County with the following services A. The Consultant shall manage the SB90 state mandated cost reimbursement process for the mandated cost claims that are due during the fiscal years 2013-14, 2014-15 and 2015- 16 by providing the following services• 1) Annual State of Califorma-Mandated Cost Reimbursement Claims Consultant shall timely prepare, assemble required documentation, submit and file on the County's behalf, all eligible annual State of California mandated cost reimbursement claims including all other new or first time applicable actual and estimated state mandated cost reimbursement claims for which State Controller Claiming Instructions are issued during the fiscal year Preparation and assistance includes: a Conduct a yearly on -site meeting with each County department and the Auditor - Controller -Treasurer -Tax Collector's Office (ACTTC), explaining the methods employed in preparing SB90 state mandate claims and eligible reimbursable activities b Determine with each County department and the ACTTC which activities need to be included in the claims. c Discuss with each County department and the ACTTC the data requirements and recommended methods of compiling data for the claims d The consultant shall compile claims from the data reccived from the County departments For multiple County department SB90 programs, the consultant should also ensure that no direct costs are double counted e The consultant will submit the compiled claims for County department and ACTTC review The consultant will also review the claims for completeness, accuracy and eligibility of costs, in addition to submitting the claim to the state for reimbursement by the due date f Discuss with each County department and the ACTTC any necessary changes or corrections that may need to be made after initial review for completeness, accuracy and eligibility of costs g Provide regular updates to the County's SB-90 coordinator as to the status of the claims and any issues that arise 2) Indirect Cost Rate Proposals The consultant shall prepare indirect cost rate proposals (ICRP) in accordance with the provisions of OMB Circular A-87, Cost Principles for Grants to State and Local Governments, for all reimbursable mandated programs being claimed The ICRP's should be prepared for all applicable years and include supporting documents for audit purposes 3) New Claims. Identify new claims that are expected to become mandated programs Provide timely descriptions of these claims and data collection needs to the appropriate department/office. 4) Audit Assistance. Consultant shall provide the following services at no additional cost to the county a Provide requested work papers and other records to the County and State auditors. b Assist the County during the audit of claims by the State Controller's Office, including defending those claims c Assist the County in negotiations with the State pertaining to claims, including the preparation and filing of any applicable incorrect reduction claims 5) List of Submitted Claims. Provide a list of submitted County claims filed for reimbursement after each filing cycle 6) Amended Claims Assist and prepare amended claims as needed i B. Statement of Requirements - Services Required of Successful Proposer SB 90 claims and applicable ICRP's are to be submitted to County departments and the ACTTC as follows- * Draft claims and ICRP's will be provided four weeks before the State Controller's published due date o The effected departments and the ACTTC will have two weeks to review and submit any changes. • Final claims and applicable ICRP's will be submitted to the ACTTC one week before the due date C. Local Preference (please refer to attachment B) It is the policy of the County to promote employment and business opportunities for local residents and firms on all contracts and give preference to local residents, workers, businesses and consultants to the extent consistent with the law and interests of the public A Local Service Provider is defined as a business or consultant who has a valid physical address located within Sonoma County from which the vendor or consultant operates or performs business on a day-to-day basis, and holds a valid business license if required by a city within the jurisdiction of Sonoma County For quantitative evaluations of proposals, the locality of the service provider shall be included as an evaluation criterion in RFPs Extra percentage weighting of 5% shall be provided in the total rating score for local service providers For qualitative evaluations of proposals, Departments shall consider the locality of consultants or businesses and their sub -consultants along with other criteria identified in the RFP If there is more than one service provider being considered and the providers are competitively matched in terms of other criteria, local service providers should be selected If hiring sub -consultants, the County strongly encourages using local service providers. More information about the County's purchasing policies can be found on http //www solioma-couiity.org/-puichasing/selling lg_ztm D. Schedule The following schedule is subject to change. Except as provided below, changes will only be made by written amendment to this Request for Proposals, which amendment shall be issued to all parties by the Department issuing this proposal Date Event April 23, 2013 ' Release Request for Proposals h g Pre -Bid Conference & Walk Through May 3, 2013 Deadline for Proposer's Questions May 10, 2013 County's Responses to Questions Due N/A Demonstrations May 20, 2013 Proposals Due May 29, 2013 Proposals Evaluated by County June 5, 2013 Interviews Conducted — if needed June 7, 2013 Notice of Intent to Award (subject to delay without notice to proposers) June 25, 2013 Board of Supervisors Awards Contract (subject to delay without notice to proposers) E. Pre -Bid Conference A conference to discuss questions related to this RFP will not be held for this RFP process F. Questions Proposers will be required to submit any additional questions in writing before the close of business May 3, 2013 in order for staff to prepare written responses to all consultants Written answers will be shared with all potential bidders Questions are best received and most quickly responded to when sent via e-mail directly to Erick Roeser at Erick Roeser(c,sonoma-county org and Melissa Estrella at Melissa Estrella(cDsonoma-county or Questions will not be accepted by phone. G. Corrections and Addenda If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in this RFP, the proposer shall unmediately notify the contact person of such error in writing and request clarification or modification of the document Modifications will be made by addenda as indicated below to all parties in receipt of this RFP If a proposer fails to notify the contact person prior to the date fixed for submission of proposals of a known error in the RFP, or an error that reasonably should have been known, the proposer shall submit a proposal at their own risk, and if the proposer is awarded a contract they shall not be entitled to additional compensation or time by reason of the error or its subsequent correction Addenda issued by the County interpreting or changing any of the items in this RFP, including all modifications thereof, shall be incorporated in the proposal. The proposer shall submit the addenda cover sheet with the proposal (or deliver them to the Erick Roeser 585 Fiscal Drive Suite 100 Santa Rosa, CA 95403, if the proposer has previously submitted a proposal to the Department). Any oral communication by the County's designated contact person or any other County staff member concerning this RFP is not binding on the County and shall in no way modify this RFP or any obligations ansing hereunder. H. Proposal Submittal Form- Proposers must submit one (1) electronic copy, one (1) signed original, and four (4) copies of the signed proposal by May 20, 2013. Proposals must be enclosed in a sealed envelope or package and clearly marked "SENATE BILL 90 STATE REIMBURSEMENT CLAIM PROGRAM SERVICES". Proposals shall be submitted to, Erick Roeser County of Sonoma Auditor -Controller -Treasurer -Tax Collector 585 Fiscal Drive Suite 100 Santa Rosa, CA 95403 2 Due Date Proposals must be received no later than 2 00 p in. on May 20, 2013. The proposal due date is subject to change If the proposal due date is changed, all known recipients of the original RFP will be notified of the new date 3 General Instructions To receive consideration, proposals shall be made in accordance with the following general instructions a) The completed proposal shall be without alterations or erasures b) No oral or telephonic proposals will be considered c) The submission of a proposal shall be an indication that the proposer has investigated and satisfied him/herself as to the conditions to be encountered, the character, quality and scope of the work to be performed, and the requirements of the County, including all terms and conditions contained within this RFP 4 Proposal Format and Contents For case of review and to facilitate evaluation, the proposals for this project should be organized and presented in the order requested as follows. a) Section I - Organizational Information Provide specific information concerning the firm in this section, including the legal name, address and telephone number of your company and the type of entity (sole proprietorship, partnership, or corporation and whether public or private). Include the name and telephone number of the person(s) in your company authorized to execute the proposed contract If two or more firms are involved in a joint venture or association, the proposal must clearly delineate the respective areas of authority and responsibility of each party All parties signing the Agreement with the County must be individually liable for the completion of the entire project even when the areas of responsibility under the terms of the joint venture or association are lnruted Key Personnel Identify the key personnel and their back-ups that will be assigned to the program. b) Section II - Qualifications and Experience Provide specific information in this section concerning the firm's experience in the services specified in this RFP, preferably within the State of California Examples of completed projects, as current as possible, should be submitted, as appropriate References are required. Please provide names, addresses, and telephone numbers of contact persons within three (3) client agencies for whom similar services have been provided. Debarment or Other Disqualification Proposer must disclose any debarment or other disqualification as a vendor for any federal, state or local entities Proposer must describe the nature of the debarment/disqualification, including where and how to find such detailed information Firm Description Provide a description of the firm, number of years in business, and its core competencies c) Section III - Project Approach and Work Schedule Provide a description of the methodology developed to perform all required services, with an aggressive schedule that will complete the project four weeks before claims are due to the State Controller's Office. This schedule should contain specific milestones and dates of completion which will be used to set schedules. Also identify the extent of County personnel involvement deemed necessary, including key decision points at each stage of the project. Information as to the type of any software that is anticipated to be used in the process should also be discussed. _Oualrty Control Describe the level of quality control that you recommend for this program What characteristics define this level of quality? d) Section IV - Cost of Service - The proposal shall clearly state ALL of the costs associated with the project, broken down by category of products and services, and all on -going costs for recommended or required products and services, such as maintenance. The project costs must be broken out and include all expenses that will be charged to the County, including but not limited to hourly rates for labor, software costs, software maintenance costs, implementation fees, shipping, insurance, communications, documentation reproduction, and all expenses, including travel, meal reimbursement, hotel per deems, taxes, etc Failure to clearly identify all costs associated with the proposal may be cause for rejection of the Consultant's proposal. e) Section V — Identification of subcontractors: Proposers shall identify all subcontractors they intend to use for the proposed scope of work For each subcontractor listed, proposers shall indicate (1) what products and/or services are to be supplied by that subcontractor and, (2) what percentage of the overall scope of work that subcontractor will perform. 7 0 Section VI - Insurance - The selected proposer will be required to submit and comply with all insurance as described in the attached Sample Agreement Securing this insurance is a condition of award for this contract g) Section VII - Additional Information Include any other information you believe to be pertinent but not required h) Section VIII — Contract Terms: Proposers must include a statement acknowledging their willingness to accept the sample contract terms (Attachment A) or identify specific exceptions to the sample agreement 1. Selection Process 1. All proposals received by the specified deadline will be reviewed by the County for content, including but not limited to proposed fees, related experience and professional qualifications of the bidding consultants 2. County employees will not participate in the selection process when those employees have a relationship with a person or business entity submitting a proposal which would subject those employees to the prohibition of Section 87100 of the Government Code Any person or business entity submitting a proposal who has such a relationship with a County employee who may be involved in the selection process shall advise the County of the name of the County employee in the proposal 3 Proposals may be evaluated using the following criteria (note that there is no value or ranking implied in the order of this list). a. Demonstrated ability to perform the services described; b Experience, qualifications and expertise, c. Quality of work as verified by references, d Costs relative to the scope of services; e A demonstrated history of providing similar services to comparable entities, f Willingness to accept the County's contract terms, and g Any other factors the evaluation committee deems relevant (When such criteria are used for evaluation purposes, the basis for scoring will be clearly documented and will become part of the public record) h The locality of the Proposer, 4 The County Department Head in consultation with the Purchasing Agent reserves the right, in their sole discretion, to take any of the following actions at any time before Board approval of an award waive informalities or minor irregularities in any proposals received, reject any and all proposals, cancel the RFP, or modify and re- issue the RFP Failure to furnish all information requested or to follow the format requested herein may disqualify the proposer, in the sole discretion of the County False, incomplete, misleading or unresponsive statements in a proposal may also be sufficient cause for a proposal's rejection. 5 The County may, during the evaluation process, request from any proposer additional information which the County deems necessary to determine the proposel's ability to perform the required services. If such information is requested, the proposer shall be permitted three (3) business days to submit the information requested. 6. An error in the proposal may cause the rejection of that proposal; however, the County may, in its sole discretion, retain the proposal and make certain corrections. In determining if a correction will be made, the County will consider the conformance of the proposal to the format and content required by the RFP, and any unusual complexity of the format and content required by the RFP If the proposer's intent is clearly established based on review of the complete proposal submittal, the County may, at its sole option, correct an error based on that established content The County may also correct obvious clerical errors. The County may also request clarification from a proposer on any item in a proposal that County believes to be in error. 7 The County reserves the right to select the proposal which in its sole judgment best meets the needs of the County. The lowest proposed cost is not the sole criterion for recommending contract award. P 8 All firms responding to this RFP will be notified of their selection or non -selection after the evaluation committee has completed the selection process 9 Generally, the firm selected by the Evaluation Committee will be recommended to the Board of Supervisors for this project, but the Board is not bound to accept the recommendation or award the project to the recommended firm. J. Finalist Interviews After initial screening, the evaluation committee may select those firms deemed most qualified for this project for further evaluation Interviews of these selected firms maybe conducted as part of the final selection process Interviews may or may not have their own separate scoring during the evaluation process. K. General Information 1. Rules and Regulations a) The issuance of this solicitation does not constitute an award commitment on the part of the County, and the County shall not pay for costs incurred in the preparation or submission of proposals All costs and expenses associated with the preparation of this proposal shall be borne by the proposer b) Sonoma County reserves the right to reject any or all proposals or portions thereof if the County determmes that it is in the best interest of the County to do so c) The County may waive any deviation in a proposal The County's waiver of a deviation shall in no way modify the RFP requirements nor excuse the successful proposer from full compliance with any resultant agreement requirements or obligations Sonoma County reserves the right to reject any or all proposals, or to waive any defect or irregularity in a proposal. The County further reserves the right to award the agreement to the proposer or proposers that, in the County's judgment, best serves the needs of Sonoma County d) All proposers submit their proposals to the County with the understanding that the recommended selection of the review committee is final and subject only to review and final approval by the Department Head (via delegation), the County Purchasing Agent or the Board of Supervisors e) Upon submission, all proposals shall be treated as confidential documents until the selection process is completed. Once the notice of intent to award is issued by the County, all proposals shall be deemed public record. In the event that a proposer desires to claim portions of its proposal exempt from disclosure, it is incumbent upon the proposer to clearly identify those portions with the word "Confidential" printed on the top right hand corner of each page for which such privilege is claimed, and to clearly identify the information claimed confidential by highlighting, underlining, or bracketing it, etc Examples of confidential materials include trade secrets Each page shall be clearly marked and readily separable from the proposal in order to facilitate public inspection of the non - confidential portion of the proposal The County will consider a proposer's request for exemptions from disclosure, however, the County will make its decision based upon applicable laws An assertion by a proposer that the entire proposal, large portions of the proposal, or a significant element of the proposal, are exempt from disclosure will not be honored and the proposal may be rejected as non -responsive Prices, makes and models or catalog numbers of the items offered, deliverables, and terms of payment shall be publicly available regardless of any designation to the contrary f) The County will endeavor to restrict distribution of material designated as confidential to only those individuals involved in the review and analysis of the proposals Proposers are cautioned that materials designated as confidential may nevertheless be subject to disclosure. Proposers are advised that the County does not wish to receive confidential or proprietary information and those proposers are not to supply such information except when it is absolutely necessary If any 10 information or materials in any proposal submitted are labeled confidential or proprietary, the proposal shall include the following clause. a. [Legal name of proposer] shall indemnify, defend and hold harmless the County of Sonoma, its officers, agents and employees from and against any request, action or proceeding of any nature and any damages or liability of any nature, specifically including attorneys' fees awarded under the California Public Records Act (Government Code §6250 et seq) ansing out of, concerning or in any way involving any materials or information in this proposal that [legal name of proposer] has labeled as confidential, proprietary or otherwise not subject to disclosure as a public record 2. Nonhability of County The County shall not be liable for any precontractual expenses incurred by the proposer or selected contractor or contractors The County shall be held harmless and free from any and all liability, claims, or expenses whatsoever incurred by, or on behalf of, any person or organization responding to this RFP 3 Proposal Alternatives Proposers may not take exception or make material alterations to any requirement of the RFP. Alternatives to the RFP may be submitted as separate proposals and so noted on the cover of the proposal. The County reserves the right to consider such alternative proposals, and to award an agreement based thereon if it is deternuned to be in the County's best interest -and such proposal satisfies all mmimum qualifications specified in the RFP. Please indicate clearly in the proposal that the proposal offers an alternative to the RFP. 4. Lobb ing Any party submitting a proposal or a party representing a proposer shall not influence or attempt to influence any member of the evaluation committee, any member of the Board of Supervisors, or any employee of the County of Sonoma, with regard to the acceptance of a proposal Any party attempting to influence the RFP process through ex-parte contact may be subject to rejection of their proposal 5 Form of Agreement a) No agreement with the County shall have any effect until a contract has been signed by both parties. Pursuant to Sonoma County Code Section 1-11, County personnel are without authorization to waive or modify agreement requirements. b) A sample of the agreement is included as Attachment A hereto. Proposers must be willing to provide the required insurance and accept the terms of this sample 11 agreement. With few exceptions, the terms of the County's standard agreement will not be negotiated c) Proposals submitted shall include a statement that (1) the proposer has reviewed the sample agreement and will agree to the terms contained therein if selected, or (u) all terms and conditions are acceptable to the proposer except as noted specifically in the proposal A proposer taking exception to the County's sample agreement must also provide alternative language for those provisions considered objectionable to the proposer Please note that any exceptions or changes requested to the Agreement may constitute grounds to reject the proposal. d) Failure to address exceptions to the sample agreement in your proposal will be construed as acccptance of all terms and conditions contained therein e) Submission of additional contract exceptions after the proposal submission deadline may result in rejection of the consultant's proposal 6. Duration of Proposal Cancellation of Awards,• Time of the Essence a) All proposals will remain in effect and shall be legally binding for at least ninety (90) days b) Unless otherwise authorized by County, the selected consultant will be required to execute an agreement with the County for the services requested within sixty (60) days of the County's notice of intent to award If agreement on terms and conditions acceptable to the County cannot be achieved within that timeframe, or if, after reasonable attempts to negotiate such terms and conditions, it appears that an agreement will not be possible, as determined at the sole discretion of the County, the County reserves the right to retract any notice of intent to award and proceed with awards to other consultants, or not award at all 7 Withdrawal and Submission of Modified Proposal a) A proposer may withdraw a proposal at any time prior to the submission deadline by submitting a written notification of withdrawal signed by the proposer or his/her authorized agent. Another proposal may be submitted prior to the deadline A proposal may not be changed after the designated deadline for submission of proposals L. Protest Process Any and all protests must be in writing and must comply with the timelines and procedures set forth at http✓/fpww.sonovia-cottnty or-/Utirchasinz/sellinahtnt Attachments Attachment A: Sample Agreement Attachment B Local Business Declaration for Services 12 EXHIBIT B f3 T '1A wa� J-- Al"41- E.T1v V "VIP. ME MAXIMUS CONSULTING SERVICES, INC. Response to Request for Proposal Senate Bill 90 State Reimbursement Claim Program Services Prepared for County of Sonoma Auditor -Controller -Treasurer -Tax Collector 585 Fiscal Drive, Suite 100 Santa Rosa, CA 95403 May 20, 2013 Certain parts of this proposal may contain proprietary information Please contact NIAXINIUS before releasing any pages marked proprietary HELPING GOVERNMENT SERVE THE PEOPLE May 20, 2013 Mr Erick Roeser County of Sonoma Auditor -Controller -Treasurer -Tax Collector 585 Fiscal Drive, Suite 100 Santa Rosa, CA 95403 Re: RFP - Senate Bill 90 State Reimbursement Claim Program Services Dear Mr Roeser; The County of Sonoma has requested assistance in filing SB 90 mandated process claims for the next three (3) fiscal years MAXIMUS Consulting Services, Inc, a wholly owned subsidiary of MAXIMUS, Inc., is pleased to provide this proposal to prepare claims on behalf of the County of Sonoma for reimbursement of the costs associated with providing services mandated by the State of California We pride ourselves on being a sole service vendor who takes care of every aspect of the mandated cost reimbursement claiming process You want to make sure that you contract with a vendor you trust and who you can be sure will meet your goals and ob]ectives We believe that we offer the County the best SB 90 claiming services at the best price If another vendor offers you services at a reduced price, you should ask what they will not provide, because our cost structures are essentially the same If a vendor offers a lower cost, they plan to provide a lower level of service We believe the following factors are necessary to ensure the County's SB 90 claims are completed in a manner that minimizes the impact upon your organization, claims all of the funds to which you are entitled, and stands up under any future audits The Consultant should manage the claiming process for you The County wants a consultant who will manage the process with minimal impact on your schedule. You want the consultant to work with the departments and to follow up when data is not submitted on time You want the consultant to take on the time constraints of the process so you are better able to focus your efforts to benefit constituents of the County of Sonoma MAXIMUS is prepared to manage every aspect of the process. ® identify which claims are valid for the year, o analyze the Parameters and Guidelines (P's & G's) for each claim; ® develop claiming processes and procedures and claim templates, ® work with County staff to identify the best method to obtain the data needed to calculate the claims; e gather the data; MAXIMUS Consulting Services, Inc is a wholly owned subsidiary of MAXIMUS, Inc 17310 RED HILL AVE, SUITE 3401 IRVINE, CA 92614 PHONE 949 440 0845 1 FAx 703 251 8240 Mr Erick Roeser May 20, 2013 County of Sonoma Auditor -Controller -Treasurer -Tax Collector Page 2 of 3 ® enter the data in the claiming system; ® organize and store the documentation supporting the claims, a file the claims, and ® defend the claims in any future audits To meet the County's goals and objectives, your consultant must be able to gain each department's acceptance, and develop and establish a close working relationship with each department We are committed to making sure we meet your every need, and we have the experience to know how to do just that The Consultant should be your trusted advisor Some consultants feel they know what is best and try to dictate to you what you should do and how you should do it That is not the way we operate We make sure we advise you on your options so you can make an informed choice. We are your consultants, you are the administrator of your agency, so you should make the decision on what to do and not do We understand that the County is in charge of the mandated programs and it is our job to support and advise you on how to best claim for the cost of providing those mandated services The Consultant should understand the requirements for claims and be able to prepare a claim that is fully compliant with the Parameters and Guidelines issued by the State Some of our competitors have the philosophy to include whatever costs seem reasonable in the claim and deal with it if the claim is audited later We do not believe that is a proper thing to do. We take great care to make sure our claims are well documented and fully compliant with the P's & G's. We have an extensive internal Quality Assurance process, and no claim will be submitted to the County without a second experienced SB 90 staff person having reviewed the claim. We utilize a Quality Assurance checklist to verify the claim is comprehensive, that we have the documentation to support the claim, and that the data reported in the claim ties back to supporting documentation Claims should be presented to you early in a clear and well documented format You hire a consultant to make your life easier We understand you do not want claims submitted to you with little or no time to review the claims. To that end, we have strengthened and improved our processes to ensure that we provide you with complete and well documented claims for review well in advance of the claiming deadline The Consultant should be there to defend the claims should they be audited and should have the experience and knowledge to negotiate with the State Controller's Office You should always anticipate that SB 90 claims will periodically be audited by the State Controller's Office (SCO) Since the SCO can audit claims over a three-year period, it is conceivable the County will have six, nine, or even twelve of the claims filed in any fiscal year audited before the statute of limitations ends As a result, while it is foremost to claim every eligible dollar possible, it is equally important to make sure all claims are prepared in accordance with the State's requirements and can stand up to the rigors of an audit 1 V 1M1 V lUS Mr Erick Roeser May 20, 2013 County of Sonoma Auditor -Controller -Treasurer -Tax Collector Page 3 of 3 Project Contacts Our primary contact for this project is• ® Mark Rewolinski, Vice President Phone: 949.440 0845 ext 112 Fax 703 2518240 Email MarkRewolmski0maximus com Address• 17310 Red Hill Avenue, Suite 340, Irvine, CA 92614 We believe our proposal is complete and comprehensive, but we would be happy to address any issues or answer any questions Thank you for your consideration of our proposal We look forward to working with the County of Sonoma Sincerely yours, YaJ Mark Rewolinski Vice President MAXIMUS Consulting Cell, 949 440 0845 ext 112 Email MarkRewolmskiCcDmaximus com MAXIMUS 0 County of Sonoma Table of Contents MAXIMUS Section I — Organizational Information 2 11 Company Information 2 12 Key Personnel 2 Section H — Qualifications and Experience 4 II 1 Oui Experience Providing SB 90 Services 4 II 1 1 What Background, Experience and Skills should your Consultant Have9 4 II 12 Our SB 90 History 6 II 2 Our SB 90 References • •••.• 8 113 Debarment or Other Disqualification 9 II 4 Firm Description 9 Section III — Project Approach and Work Schedule 12 III I Project Work Plan 12 III 2 Project Schedule ......... 15 III 3 Expected Involvement of County Personnel 17 III 4 Software Information. . •• 17 II1.5 Quality Control ..• •..•..•.. 17 Section IV — Cost of Service . ... ... 19 Section V — Identification of Subcontractors 19 Section VI - Insurance 19 Section VII — Additional Information ...., . • 21 Section VIII — Contract Terms ......... 21 Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 1 0 County of Sonoma 1.1 Company Information MAXIMUS MAXIMUS Consulting Services, Inc, a wholly owned subsidiary of MAXIMUS, Inc, (MAX IUS) pioposes to provide SB 90 State iennbursement claim program services to the County of Sonoma (County) as described in the County's RFP and detailed in this proposal There are a number of unique key requirements that your SB 90 consultant should have to make sure you receive the best possible state mandated reimbursement claims and related services We understand that you are currently working with another vendor, but we believe when you look at what we offer, you will agree we provide better value Legal Name: MAXIMUS Consulting Services, Inc Address: 17310 Red Hill Avenue, Suite 340, Irvine CA 92614 Telephone: 949 440 0845 ext 122 Both MAXIMUS Consulting Services, Inc, and our parent MAXIMUS, Inc, are corporations incorporated in the Commonwealth of Virginia, and licensed to conduct business in all 50 States MAXIMUS Consulting Services is a large multi -national company with over 9,000 employees worldwide We have 12 offices in California with over 900 employees and our SB 90 services are managed from our office in Irvine Our primary contact for this project is s Mark Rewolinski, Vice President Phone 949 440 0845 ext 112 Fax 703 251 8240 Email MarkRewolinsk]@maximus com Address 17310 Red Hill Avenue, Suite 340, lrvme, CA 92614 The individual authorized to negotiate with the County and sign contracts is ® Adam Polatnick, Assistant General Counsel Phone 703 234 3215 Fax 703 251 8240 Email AdamPolatnick@maximus com 1.2 Key Personnel The staff we propose for this project are experienced and dedicated to providing mandated cost reimbursement claim services to our clients The team we propose includes the members of our current SB 90 project for the City of San Jose Our proposed team is structured as follows ® Mark Rewolmski, Project Director ® Frank Murphy, Project Manager ® Daniel Owens, Project Consultant ® Steven Whitney, SB 90 Legal Advisor Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 2 County of Sonoma MAXIMUS Our proposed Project Director, Mark Rewohnski, is our SB 90 Practice leader, with more than 25 years of experience analyzing costs and preparing claims f61 city and county clients, including preparing and processing SB 90 claims Our proposed Project Manager, Frank Murphy, has more than 10 years of experience preparing SB 90 claims for clients like Long Beach, Alameda County, Imperial County, Mono County, Santa Clara County, Sacramento County, Yolo County and Amador County. Our SB 90 Legal Advisor, Steven Whitney, is an attoiney who has extensive experience defending claims during audits He has successfully supported many of our clients during audits conducted by the State Controller's Office (SCO) and successfully completed negotiations with the SCO for Incorrect Reduction Claims (IRCs) on behalf of our chents Mr Whitney has a thorough understanding of the legal requirements under the State's Parameter and Guidelines for each of the mandates Though it was not included in the RFP specifications, at the County's request, we would be happy to provide detailed resumes and individual client references for each of our proposed key personnel Back-up Staff We have approximately 65 staff within MAXIMUS Consulting that specialize in helping cities, counties and states analyze their costs, prepare indirect cost rates, and prepare cost allocation plans No other firm has such a deep bench to draw from should the need arise Many of these staff members have worked within oui SB 90 practice, doing tasks such as quality assurance reviews of claims Experienced SB 90 staff who can provide back-up if needed include ■ Susan Lake ■ Matt Schuneman ■ Cheryl Leslie e Michelle Mendoza ■ Kathy Hodges ■ Deborah Kolis Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 3 County of Sonoma Section II —Qualifications and Experience 11.1 Our Experience Providing SB 90 Services MAXIMUS There are a number of unique key requirements that your SB 90 consultant should have to make sure you receive the best possible state mandated reunbursement claims and related services In this section, we discuss our qualifications to be your consultant going forwai d We understand that you have an existing vendor, but we believe when you took at what we have to offer, you will agree we provide better value 11.1.1. What Background, Experience and Skills should your Consultant Have? You want to make sure that you contract with a vendor you trust and who you can be sure will meet your goals and objectives You are going to get offers from a variety of vendors We believe that we offer you the best service at the best price If another vendor offers you SB 90 claiming services at a reduced price, you should ask them what services they will not provide because our cost structures are essentially the same If a firm is offering you a lower cost, they are going to provide less service We piide ourselves on being a vendor that takes care of every aspect of the mandated cost reimbursement claiming service We list below the factors that we believe are necessary to ensure your SB 90 claims ale completed in a manner that minimizes the impact upon your organization, claims all of the funds to which you are entitled, and will stand up under any future audits Claims should be Presented to You Early in a Clear and Well Documented Format We understand that you have limited resources and that you need sufficient lead times to gather data and review your claims while doing all of the other activities you are iequired to perform That is why we work very hard to make sure that there are no surprises, that we complete our work, including a comprehensive quality assurance review of our work, with plenty of tune for you to review and approve it so that you are not rushed before the filing deadline of February 15th When we provide you the claims to review, they will have been thoroughly reviewed by an independent Quality Assurance team, will be well organized, and will be provided to you with plenty of time for you to review and approve them The Consultant Should Manage the Claiming Process for You You hire a consultant to make your life easier Therefore, you want a consultant who will manage the process with minimal impact on your schedule You want the consultant to work with the departments and to follow up when data is not submitted on time — you want the consultant to take on the time constraints of the process so you ale better able to focus your efforts to benefit constituents of the County We have shown we can work quickly and effectively with departments and that we can prepare the claims with mammal impact upon your staff MAXIMUS will manage every aspect of the process ® identify what claims are valid for the year, o analyze the Parameters and Guidelines (P's & G's) issued by the State for each claim, ® develop claiming processes and procedures and claim templates, ® work with staff to identify the best method to obtain the data needed to calculate the claims, ® gather the data, ® prepare the claim, Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 4 County of Sonoma ® conduct a thorough quality assurance review of the claims, ® piesent the claims to you in a timely manner for your ieview and approval, ® organize and store the documentation supporting the claims, a file the claims, and ® defend the claims in any future audits MAXIMUS If any competitor offers you a lower price, you should ask which of the above functions they will NOT do for you because they certainly will have to reduce service somewhere We are a full service vendor, we have and always will manage and perform every step from beginning to end of a claim's life cycle To meet your goals and objectives, your consultant must be able to gam each department's acceptance, and develop and establish a close working relationship with each department. We have clearly demonstrated our ability to work closely with our clients' SB 90 Coordinators to ensure that person is fully versed on each department's plan and progress m documenting and reporting its various mandated programs or service activities The Consultant Should Be Your Trusted Advisor Some consultants feel they know what is best and try to dictate to you what you should do and how you should do it That is not the way we operate. We make sure we advise you on your options so you can make an informed choice We are your consultants, you are the administrator of your agency, so you should make the decision on what to do and not do Our work with our clients shows that we value our relationship with you and we understand you are in charge of the mandated programs and it is our job to support and advise you on how to best claim for the cost of providmg those mandated services. We will work collaboratively with County personnel to achieve the best results We are very proud of the relationships we have built with our clients and will continue to strive to work with all department staff We will constantly strive to improve our communication with you and your staff to help lessen each department's workload through improved communications and data efficiencies (such as easy -to -use reporting templates) We will work collaboratively with your staff— we will work as peers to consult with you, not dictate to you. We will provide detailed contact information for our Project Director and our Senior Corporate Officer at project initiation, and they will be available to the County to answer questions or resolve issues You Want a Consultant that Understands the Requirements for Claims and Will Prepare a Claim that is Fully Compliant with the P's & G's Issued by the State Some of our competitors have the philosophy to include whatever costs seem reasonable in the claim and deal with it if the claim is audited later We do not believe that is a proper thing to do We take great care to make sure our claims are well documented and fully compliant with the P's & G's We make extensive use of our attorney, Steven Whitney, to make sure our process meets state requirements and can be defended in an audit In addition, we have an extensive internal Quality Assurance process and no claim will be submitted to you without a second experienced SB 90 staff person having reviewed the claim We utilize a Quality Assurance checklist to verify the claim is comprehensive, we have the documentation to support the claim and the data reported in that claim tie back to the supporting documentation Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services County of Sonoma MAMMUS You Need a Vendor that Will be There to Defend the Claims Should they be Audited and has the Experience and Knowledge to Negotiate with the Auditors You should always anticipate that SB 90 claims will periodically be audited by the State Controller's Office (SCO) Since the SCO can audit clauns for up to three years aftei a claim is paid by the State, audits can occur many years after the claims are filed As a result, while it is foremost to claim every eligible dollar possible, it is equally important to make sure all claims are prepaied in accordance with the State's requuements and can stand up to the rigors of an audit MAXIMUS proposes a team of experienced staff members with extensive qualifications no other firm can match Our Local Agency Claiming Team has over 30 yeai s of experience with state mandated reimbursement and other financial services related work Our team will help ensure claims are prepared in a manner that will optimize claims, maintain comphance with all applicable claiming instructions, and are properly documented to pass audits 11.1.2. Our SB 90 History MAXIMUS is well and uniquely quahfied to serve Sonoma County in all aspects of the SB 90 mandated reimbursement process We will show the depth and experience of our staff and if we need to bring in additional staff, we have highly skilled and experienced staff that we can assign to the project We offer the County the resources and stability of a large national firm along with a dedicated California practice specializing in the full range of state mandate reimbursement services to help serve our clients' needs, and an additional seven California offices providing a host of related services This combination guarantees the County will receive the highest level of consulting expertise and support possible Many smaller firms cannot easily find qualified staff to replace proposed personnel that may leave the project mid -stream MAXIMUS has seasoned consultants with over 50 years of combined consulting and SB 90 experience that can assist with this engagement if needed Smaller firms cannot promise or provide that same comfort level MAXIMUS has provided financial services to all 58 Califorma counties, and our staff has assisted in the pieparation of mandated reimbursement claims for more than 400 local government agencies We know and understand the unique and critical operations of County governments in California Regardless of the scenario, selecting MAXIMUS will allow the County's mandated reimbursement service to continue without disc uption Our Experience in Providing State Mandated Reimbursement Claiming Services MAXIMUS has provided mandated cost reimbursement services since the SB 90 claims process started in 1981 We have been at the forefront of this program since the beginning. As just one example, our attorneys have litigated many of the major test claims that have resulted in mandates for school districts, cities and counties in California Many of our competitors learned their ci aft while working for us — we are very proud of the contributions we have made to the SB 90 claiming piocess MAXIMUS is the recognized national leader in helping state and local agencies manage their costs and recover those costs through such mechanisms as the SB 90 claiming process MAXIMUS is dedicated to working in the public sector and has dedicated specialized areas like SB 90 claiming, cost allocation, rate setting, user fees and other services helping clients better manage and recover their costs Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 6 County of Sonoma MAXIMUS Foi over 32 years, MAXIMUS and the staff assigned to this project have completed thousands of claims for over 400 jurisdictions, ranging in size from the large counties of Santa Clara, Alameda, Riverside, Sacramento, and Orange to cities like Long Beach, Santa Ana and West Covina Our clients include two of the three cities over 500,000 (San Jose and Los Angeles) and numerous small cities with populations under 10,000 Additionally, MAXIMUS has prepared mandated reimbursement claims for more than a hundred school districts No firm has had as much experience as we have in preparing the number of different types of claims foi wluch the SCO has issued claiming instructions Our Mandated Reimbursement Practice has served over 400 cities, counties, school districts and special districts We understand our clients' operations and we use best practices developed over 32 years of practical experience Tlus level of experience enables us to navigate the clanmmg process while addressing the specific needs of our clients Exhibit II 1 2-1, below, summarizes our State mandated reimbursement experience with just a few of those 400 clients we have worked with over the years City of San Jose 13 SB 90 Mandated Reimbursement and Related Services City of Long Beach 13 ', SB 90 Mandated, Reimbursement and Related Services County of Santa Clara 11 SB 90 Mandated Reimbursement, Test Claim and Related Services ;County Alameda 13 SB 90, Mandated Reimbursement, Test Claim and Related of Services City of Los Angeles 10 SB 90 Mandated Reimbursement, Test Claim, Incorrect Reduction Claims and Related Services SB 90 Mandated, Reimbursement, Test Claim, Incorrect County of Sacramento 13 Reduction Claims and Related Services County of Yolo 9 SB 90 Mandated Reimbursement and Related Services County of Imperial 12 SB 90 Mandated Reimbursement and Related Services County of Nevada 9 SB 90 Mandated Reimbursement and Related Services County of Amador' 11 SB 90 Mandated Reimbursement and Related Services County of Napa 9 SB 90 Mandated Reimbursement and Related Services County of El Dorado `11 SB 90 Mandated Reimbursement and Related Services County of Kings 9 SB 90 Mandated Reimbursement and Related Services City of Berkeley,,, 11 SB 90 Mandated Reimbursement,and Related Services City of Fremont 10 SB 90 Mandated Reimbursement and Related Services County of`Orange 11d SB 90 Mandate Reimb u rsement, 'Test Claim, Incorrect Reduction'Claims and Related Services < County of Tuolumne 11 SB 90 Mandated Reimbursement and Related Services County of San Bernardino 10 ,SB 90 Mandated Reimbursement and Related Services Total Years 196 Exhibit II 1 2-1. Selected Long -Term SB 90 Clients Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 7 County of Sonoma MAXIMUS XIMUS We thoroughly understand how Government operates, especially California Government and no other firm can being that level of knowledge and experience to bear on this project Listed below are some specific areas of expertise MAXIMUS has developed in serving or California clientele for over 25 years a Reimbursement Claims —Annual, Amended/Late & New —Completion of annual, amended, and new state mandated reimbursement claims We have prepared claims for over 400 local agencies ® Audit and Desk Reviews — Our desk review experience consists of all aspects of this process, including answering requests over the telephone, providing additional data to satisfy the State Controller's concerns, and holding face-to-face meetings with the Controller's staff over a variety of issues We are currently assisting many of our clients with their Animal Adoption Clain audits and meet with the SCO's Audit staff regularly ® Incorrect Reduction Claims — MAXIMUS has prepared over 176 incorrect reduction claims at our clients' request To date, MAXIMUS has been successful in returning most, if not all, of the funds at issue to our clients, which the client believes it is entitled to receive and has supporting documentation ® Test Claims — If the County would like assistance in the filing of a test claim, this would be a natural extension of our mandated reimbursement services MAXIMUS is the only consulting firm to file test claims for local agencies ® Statewide Cost Estimates — MAXIMUS has assisted the Commission on State Mandates in developing the methodology for conducting statewide cost estimates, as well as actually gathering data and providing the CSM with statewide cost estimates for their consideration ® State Agency Relationships — MAXIMUS is prepared to assist the County in developing relationships with agencies involved in the SB 90 Mandated Reimbursement area, including the SCO, CSM, DOFULegislativeAnalyst, Attorney General, or any other State Department involved in state mandated reimbursement claim issues ® New Reimbursement Claims—MAXIMUS closely follows and participates in adoption of all new claims resulting from parameters and guidelines adopted by the Commission on State Mandates 11.2 Our SB 90 References The RFP specifies three (3) business references for SB 90 claims consulting services performed for other agencies In this section, we have provided information for these references Address 1221 Oak Street, Oakland CA 94612-4222 Contact NameSherie Peterson x Contact Phone Number 510 645 9316 Contact Email sherie peterson@acgov ofg Work performed• Prepare and file SB 90 State Mandated Cost Reimbursement Claims Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 8 County of Sonoma Address 940 Main Street, Suite 108, El Centro, CA 92243 Contact No Ann McDonald Contact Phone Number, 1760 482 4543 Contact Erriail I annmcdonald@co imperial.ca us MAXIMUS Work performed I Prepare and file SB 90 State Mandated Cost Reimbursement Claims Address 333 W Ocean Blvd , Long Beach, CA 90802 Contact Name. Juhssa Jose -Murray Contact Phone Number 1562 570 6408 Contact Email• Julissa Jose-Murray@longbeach gov ; Work performed, I Prepare and file SB 90 State Mandated Cost Reimbursement Claims 11.3 Debarment or Other Disqualification MAXIMUS Consulting has never been debarred or disqualified as a vendor by any federal, state, or local entities 11.4 Firm Description Overview of MAXIMUS MAXIMUS was established in 1975 for the sole purpose of "Helping Government Serve the People`'' " We are proud of our success at this calling —a success that has led to our growth as a company and to a record number of satisfied clients, Today, MAXIMUS is a market leader specializing in SB 90 claims preparation, cost allocation services, cost of services analysis, process and performance improvement studies and public private partnerships helping our clients improve the cost effectiveness of their operations We serve clients in all 50 states, including most of the largest cities and counties within those states MAXIMUS is the largest management -consulting firm in the nation serving the needs of non- defense, public sector clients MAXIMUS is the recognized leader in SB 90 clamvng services MAXIMUS is dedicated to working in the public sector and is regarded as one of the largest public sector consulting firms in the nation We are a company that has dedicated speciahzed areas like SB 90, cost allocation, cost of services analysis and process improvement consulting We employ the best consultants in these areas Our staff members are frequent speakers on costing principles to national organizations and publish articles and presented numerous seminars on cost principles in the public sector While MAXIMUS is a large multi -national company with over 9,000 employees worldwide, we also have a specialized Financial Services Practice within MAXIMUS In Financial Services, we have over 65 staff dedicated to helping state and local agencies identify the cost of the services that our clients provide their Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 9 County of Sonoma MAXIMUS" citizens, prepare S13 90 claims, allocate indirect costs to benefittmg programs and identify ways to lower costs and inciease revenues The advantage of having such a large specialized cost allocation practice is that the County is guaranteed to have competent consulting support for many years You need a consulting partner whose credibility can stand against the inevitable public scrutiny of the State auditors In short, you need a partner to prepare your SB 90 claims and defend them should they be audited in which you can confidently place your trust — a partner like MAXIMUS Government Consulting MAXIMUS as a large multinational company dedicated to Helping Government Serve the People We have extensive expeiience helping State and local agencies better understand their costs and unprove their operations Why is that relevant your consideration of who to select to help you prepare clauns for mandated services? We are not just S13 90 specialists — we do many things besides S13 90 to help our clients (exclusively government agencies like yours) to improve their operations As a result, we understand the context in which these mandates operate and can better advise you on how to best meet the mandate's requirements in a cost effective manner For example, we understand the Sheriff s operations because we work with many Sheriffs and, therefore, we understand the best way to get the data needed for Public Safety related mandates that does not disrupt the Sheriffs normal and regular processes and procedures MAXIMUS provides many services to our government clients, including e Financial services consulting ® Operational and organizational assessments ® Cost -based analysis ® Defining and collecting comprehensive reporting and assurance metrics ® Ongoing program management and distribution improvements ® Assisting states, local agencies, and school disti icts to understand and comply with the Federal policy and programs they implement through specialized financial and technical consulting u Performing program integrity vulnerability analyses and prevention pilot projects as well as error rate reduction and avoidance studies ® Providing policy and best practice research and development ® Providing technical assistance in designing action plans and programs that implement law and policy a Establishing technical requirements for information systems that execute policies and programs, and providing QA and IV&V services during the implementation of information systems We Secure and Protect Your Data We take seriously our responsibility to protect your data In the course of providing financial consulting services to government clients, we often must review and take custody of data that is confidential and must be secured Many tunes, we have employee salaries and other sensitive data in our control To protect our clients' data, we take the following steps u Our full-time privacy officer monitors privacy and confidentiality processes and procedures, ® Our hard drives and our email system are encrypted, ® If a laptop is lost or stolen and someone tries to access the data on the laptop, the encryption software locks up the computer and makes it unusable, Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 10 County of Sonoma NMIMus ® If someone is able to access the hard drive, the encryption software will wipe the hard drive clean as soon as someone attempts to access the Internet, ® Our Internet usage is monitored, ® Our data is backed up to the cloud and encrypted A low-cost vendor cannot afford this level of security and will not take these steps to protect your sensitive data Many of our competitors operate out of their homes where they are not going to have the sophisticated firewalls that we have in our offices So a low cost vendor may have srgmfrcant hidden costs if they do not protect your sensitive data A very seal value to contracting with a large sophisticated company like MAXIMUS is that we have the infrastructure and capacity to make sure that we properly protect your valuable and sensitive data Our Corporate Structure and Organization MAXIMUS is incorporated in Virginia, but we have deep and strong connections with California with 12 offices and over 900 employees located across the State We have a management structure that is sheamlined and efficient, providing the benefits of local decision -making and subject matter concentrations, while allowing for the diversity and knowledge base of a multi -national corporation Our business model is defined by market areas, which allows us to recruit and hire individuals with expertise specific to a given market niche, and to attract consultants with national reputations in a particular market segment The SB 90 clamming services under this contract will be delivered by the Financial Services Practice We have more than 65 professionals dedicated to helping government agencies analyze costs, allocate indirect costs to benefitting programs, manage grants, reduce costs, and increase revenues Each of our Business Units is headed by a senior cost professional with at least 20 years of experience helping government agencies analyze and manage their costs Our Guiding Principles Help Us Meet Our Clients' Expectations We take great pride in providing high quality service to our clients We have consistently been successful in providing oui clients with services that meet and exceed expectations This success starts with the following guiding pi incrples of our Company a We are dedicated to providing the highest quality of service to our clients We take time to understand the operations and needs of our clients Then we develop solutions that resolve those issues ® We employ an interactive process in which our clients are fully involved in all aspects of our engagement, resulting in a product that the client understands, and accepts as accurate ® We assign senior project teams to our engagements, using staff members who have had many years of consulting and direct managerial experience, who are on -site for the project, and are directly involved in each step of the work process ® We seek to build long-term relationships based on mutual trust and respect, so that our clients feel free to seek us out for advice and counsel long after our engagement is complete. We communicate with our clients on a regular basis — always looking for a way to help them meet their objectives Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 11 County of Sonoma MAXIMUS Section III — Project Approach and Work Schedule 111.1 Project Work Plan Good projects are good, in part, because they are managed properly We place a high priority on the process of project management Is this necessaryQ If nothing goes wrong, perhaps not However, if schedules change and things do not happen as planned, it may be impossible to impose discipline after the fact We are committed to providing our clients with the most up-to-date state mandate information available No firm has greater experience with reimbursable state mandates than MAXIMUS Below, we describe the tasks we propose to follow on behalf of the County These tasks have been successfully and effectively deployed and improved upon for over 30 years Task 1 — Planning, Scheduling, & Communications For the fiscal year, completion of a project plan and schedule, as well as developing various means of communicating between the County's SB 90 staff, departmental fiscal officers, and department program staff This includes periodic project status reports that will be prepared by the Project Director and submitted to the SB 90 Coordinator We will work Jointly with your departments to develop specific plans during the year to ensure MAXIMUS has a solid foundation for the roles and responsibilities and expectations of all parties Communication is to be maintained regularly with the SB 90 coordinator and departmental staff Our staff is available and accessible to answer questions promptly We recommend at the project outset that the Project Team meet with all project stakeholders and the SB 90 Coordinator to agree on the proposed work plan, discuss project timing, and agree on deliverable dates MAXIMUS will sign -off on these dates so the project stays on task and is completed to the satisfaction of the County Task 2 — Conduct On -Site Workshops & Department Interviews The regular claiming cycle is to gather data from July through June and then claim the costs associated with the mandated activities the following February So under this project we would take the data that the County has already collected from July 2012 through June 2013 and use that data to prepare claims to file in February 2014 We will review the documentation for thus data and assess if there are ways to lower audit risk and improve the quality of the data For those claims where the County must identify the actual time spent by County staff performing the mandated activities, the time must be documented by contemporaneous sources In other words, the time must be supported by a source document created at or near the same time the actual cost was incurred for the event or activity in question Source documents may include, but are not limited to, employee time records or time logs, sign -in sheets, invoices, and receipts We will assess whether the County's current documentation processes are sufficient to meet thus requirement and identify if there are ways to improve documentation standards To identify if we need to change the data documentation process for the claiming cycle of from July 2013 through June 2014, our staff will conduct a series of on -site department interviews with knowledgeable program staff to identify how the County is carrying out each mandated program or service We will determine with each County department and the Auditor -Controller -Treasurer -Tax Collector's Office (ACTTC) which activities need to be included in the claims, the data requirements and recommended Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 12 County of Sonoma MAXIMUS methods of compilmg data for the claims We will discuss with County staff whether data documentation processes should change and then finalize the processes and procedures for the 2013 through 2014 claiming cycle and tram County staff on the updated processes and procedures Our training piogiams will include an explanation of the data requirements and the expected format for the data that will be prepared by your staff, record retention and audit, private and confidential information and the proper safeguards needed to protect this information, and other Mandated Reimbursement training that may be necessary with regard to understanding SB 90 mandates and the reimbursement process During these training visits, we will provide departments with a checklist of data elements needed for each mandated claim to be filed We will also gather the necessary financial or statistical documentation to support each claim as it may be available For most multi -department claims, we can conduct special workshops for the County staff to provide them with information and to coordinate the work between the departments Data Collection worksheets applicable to each claim will be provided to department heads with a complete set also provided to the SB 90 Coordinator in electronic format. The ideal time for doing these training sessions would be in June just prior to the start of the claiming cycle, but given the tuning of this RFP we will conduct the training for the 2013 — 2014 claiming cycle the first month of the contract We will conduct the training for the 2014 — 2015 claiming cycle in June 2014 Task 3 — Collect All Claims Data There are two types of data needed to prepare claims for mandated activities — one is financial data, such as salaries and benefits, and the other is the time spent on the mandated activity or statistics, such as the number of sworn police officers We understand that to obtain financial data, we will have to wart until the County closes its books, but the non -financial data should be available soon after the end of the claiming cycle We will work with County to identify the appropriate time to collect the non -financial data but we propose to collect and review this data during the late'summer and early fall so that we can verify that we have all required data before the crunch time just before the claiming deadline This will benefit the County because it will allow for more tune to address any potential issues with the data Task 4 — Collect All Financial & Salary Data We will discuss with the County the timing for when the financial data will be available. Financial data to be collected will be the actual final year end data, initially for FY 13-14 and each succeeding fiscal period of the contract This will include documents such as your general ledger, payroll reports, hours reports, etc at the fund, function and sub -object line item level The salary data collected will need to reflect actual year-to-date gross salaries and wages for each employee to be included in any mandated reimbursement claim Supporting many of the mandated claims will also require time studies to support the effort expended on mandated reimbursement activities Our project team will assist with the development and completion of these necessary supporting documents through the use of custom data collection sheets applicable to each individual mandate's reporting requirements Task 5 — Follow-up Data Collection Activities In most cases, to gather all the necessary data, it will require a series of follow-up calls and/or visits and emails to affected department staff If timelines are not met by department staff, immediate follow-up commences and the County`s SB 90 coordinator will be kept apprised This process enables us to file all Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 13 County of Sonoma MAXIMUS claims timely Any delays that may be caused by the County or our staff will be elevated in writing to the County`s SB 90 Coordmator Task 6 — Data Analysis Oui consultants will compile the reports and documents requned to file the mandates and monitor the activities of the department's mandate activities The data will then be reviewed by the consultant for completeness, integrity and validity The consultant will also compare the data with the information gathered during the department meetings and interviews to ensure the clam accurately represents the County`s true costs During this time, any questions related to the data submitted will be addressed with the claiming department All data prepared will be reviewed initially by the Project Manager, Project Director and Quality Assurance Officer assigned to this engagement Once quality reviews of the claims are completed, the Project Manager will present the claims and supporting data to the County for your review and ultimate approval Task 7 — Prepare A-87 Indirect Cost Rate Proposals We will prepare an Indirect Cost Rate Proposal (ICRP) for each claiming department so that we can include overhead costs allowable and claimable so that the full costs can be included in the claims All ICRPs that we prepare will be sent to the department for review and approval within four weeks after the financial data is available To meet this date, we need your cooperation — we need you to provide us data and respond to our queries in a timely manner Task 8 — Prepare Annual, New, and Amended/Late Claims Once we obtain the data necessary to prepare a claim, our team will develop draft claims for review by the County We will provide the County with the draft claims at least four (4) weeks prior to the clams due date. We will update the SB 90 Coordinator on any problems or issues we identify and develop solutions to resolve the issues, such as questionable documentation, or estimated staff time that appears to be either over or under -stated We will enter the financial claim statistics, offsets, and other required data into our claims system The consultant will also compile and copy all necessary supporting data for the claim The claim will then be printed out on the required Sate forms and checked by the consultant and compared against the prior year's claims for continuity, integrity, mathematical correctness, and validity We will monitor and identify new claims that are expected to become mandated programs Once the State has issued P's & G's and Claiming Instiuctions for any new claims, we will analyze them and assess what will be needed to file claims under those new mandates and provide timely descriptions of these claims and data collection needs to the appropriate department/office Task 9 — Perform Quality Assurance Reviews of Annual, New, and Amended/Late Claims Once the Project Manager has completed his review of the claims, the claim will then be reviewed by an independent Quality Assurance team for accuracy and completeness We use a checklist to verify that the claim is accurate and compliant with the State's Parameter and Guidelines Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 14 County of Sonoma I V AXI V LUS Task 10 — Obtain County's Approval and Signature of Annual, New, and Amended/Late Claims Once the claims have been approved by our Quality Assurance team, they will be sent to the County fol its review at least foul weeks prior to the due date of the claims The County will have two weeks to i eview and provide comments and we will submit revised copies of the claims for the County's final review and signature at least one week before the due date for the claims and submission to the SCO Task 11 — File Annual, New, and Amended/Late Claims with the State We will file the claims with the State Controller prior to the claims deadline and obtain a claims receipt to document that the claims were timely filed Task 12 — Management Reports, Recommendations & Claiming Cycle Close-out After claims are filed with the State, we will provide oral and written reports to update the County on the results of each claiming effort We will provide a list of submitted County claims filed for reimbursement after each filing cycle We will also organize and file all materials to make sure all necessary work papers will be available in the event of a State audit Task 13 — Monitor Payment Status We continuously monitor and communicate the status of claim payments due and paid to the County Our office receives reports on claims paid by the SCO These reports can be provided to the County as another quality assurance measure on claims that were paid Task 14 — Audit and Desk Reviews We will assist in the review of and respond to any field audit or desk review by the SCO relating to any mandate reimbursement claims we have prepared on your behalf We work with all types of local government, and have filed claims on local government client's behalf for longer than any other firm We have the greatest experience possible in providing both desk review and audit assistance and building its clients case with the SCO In fact, we have been i equested on occasion to assist the SCO in understanding how to interpret both direct and induect costs that it reviews Our history with the SCO predates the establishment of the State Mandated Cost program, we have maintained a close working relationship with the SCO for over 30 years Our desk review experience includes all aspects of this process, which includes answering requests over the telephone, providing additional data to satisfy the SCO's concerns, to holding face-to-face meetings with SCO staff With only a few exceptions, out of thousands of claims, any SCO reductions or disallowances have been settled to our clients' satisfaction 111.2 Project Schedule On the following page, in Exhibit 1112-1, we have included a Gantt chart that shows the proposed schedule for our work on this project, Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 15 (n O 0 N 0 T c 7 O U c � IBM � E E f to i 1 a a m 3 i LL C " !{1 t C O u 0 O Z 1 i O m m a' f 75 9 o E E o m r D a o d U c U 0 0 c E rn „ � c E rn o E oe Z i E m� o� a c m U och m c u c U Q" o ' E as c Bca s Ytm eo COlu w a 2 2 O" Q a U_ c 3 d cc E= aE : °a vva a maE E aZ A 0 0 o �dcc e�-E10 � LL a 0. a O¢ 0 � n ¢ E ul Yul YW YUl E H " 0 0 be 0 Y0 " N ul 0 0 7 v d L N v d 0 IL 'a CD m E N W tn a) _U Z a) U) E aS rn O All c a> E a> E a> a) 15 U) O rn CD w as c a> co a> -a O a` O En O Q 0 a County of Sonoma 111.3 Expected Involvement of County Personnel MAXIMUS We will need the County's active involvement in the claim preparation process We will support the County in every step of the process but the County staff will need to compile the data We will provide staff with data collection forms and tram staff on how to gather and document data needed to pi epare claims for mandated services However, only County staff can identify and document how much time they spend on mandated activities such as conducting an investigation of an Identity Theft and developing a report that documents the results of that investigation We will need the County to piovide us required financial data such as salaries and benefits paid to staff that performed the mandated activities Finally, we will need the County to review the claims, sign them and certify that they are accurate and complete 111.4 Software Information Our claims system consists of Excel worksheets, so the County will not need to review or have "soft" copies of the claims 111.5 Quality Control Quality control starts with good project management The industry standard for project management is that of the not -for -profit Project Management Institute, Inc (PMI) We tram our staff in PMI methods and require all consulting projects to use this method Our objectives for this assessment are to* e Meet your expectations ® Foster shared understanding of pertinent issues and identify and implement appropriate solutions m Execute the project with minimum disruption to your operations ® Complete the work on time and within budget A clearly defined project management structuie and work plan ensures project resources aie focused and coordinated The detailed work plan establishes a baseline that is critical foi managing change and risk going forward An integrated, comprehensive approach to planning and opeiations aligns strategic priorities and provides the foundation for a portfolio of capability Project Management Approach Initiation Planning • Update Workplan • Risk Management _ • Establish Project Team, . , . Quality Assurance Plan • Project Kick -Off Meeting', • Communication, Plan - Project Admin Procedures Execution >" j Control • Execute Workplan ' • Update Workpian • Status Reporting • Risk Mitigation 'x ;- • Issues Tracking, a^ °',a • Quality Management' _ > !Trig, Exhibit III 5-1 The MAXIMUS Project Management Approach Closing • Verify All Tasks < Completed • Transition to County Proposal to Provide Senate BIII 90 State Reimbursement Claim Program Services 17 County of Sonoma NMIMUS Key elements of our appi oach and the advantages to the County are presented in the table below Approach Elements Advantages to the County Structured Plans and ® Well defined plans and schedules including client tasks Processes ® Standards based PMI methodology ® Tasks have measurable outputs that contribute to ensuing tasks ® Regular status reports and communication Rigorous QA Process a Focus on quality products and services - ® Consistent measurements to assess progress ® Continuous process improvement evaluation Approach Tailored to a Focus on client goals and objectives , Unique Needs ® Team members selected who can best meet those goals and objectives ® Approach refined to meet changing needs of the County, Work as Partners ® Collaborative approach with stakeholders ® Side by side rather than face to face dialogue ® Secure up front agreement ® Communication protocols include key project stakeholders We Apply a Rigorous Quality Assurance Process Every vendor will tell you that it values quality What does that mean? In the case of MAXIMUS, our commitment to quality includes ® A Professional Practice Guide (based on Project Management Institute best practices) that guides the management, schedule, work paper structure and quality assurance of each consulting engagement Use of this method is mandatory and we perform random internal audits to ensure compliance ® Project Manager training for all of our project managers, using the methodology of the Project Management Institute To become certified as a project manager, PMI requires 4,500 hours of project management experience, completion of a course of study requiring approximately 100 hours of coursework and homework and a test ® A process for review and audit of all work Our rules require that a second person review and approve each methodology and deliveiable We conduct additional random reviews to ensure compliance ® Software with built-in validations and error checking ® A quality conti of checklist Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 18 County of Sonoma MAXIMUS Section IV — Cost of Service Listed below are the firm fixed prices for each year Our labor cost is inclusive of all non -travel costs, including but not limited to hourly rates foi labor, software costs, software maintenance costs, implementation fees, shipping, insurance, communications, documentation reproduction, and all other miscellaneous expenses Our travel cost includes travel, meal reimbursement, hotel pei deems, taxes, etc These prices include the costs for preparing the annual, new and amended claims as well as supporting those claims in any desk or field audits. 2013-14 $22,410 $2,490 $24,900 Prepare FY12-13 Claims 2014-15 $22,950 $2,550 <-' $25,560, Prepare FY13-14 Claims 2015-16 $23,535 $2,615 $26,150 Prepare FY14-15 Claims 2016.17 $24,120 $2,680 $26,800 Prepare FY15-16 Claims 2017-18 $24,750 $2,750 $27,500 Prepare FY16-17 Claims We would request that fees be paid in three installments ■ 40% payable on September 30, m 40% payable on December 31, and m 20% payable on May 31 Section V — Identification of Subcontractors We do not plan to use subcontractors on this project Section VI - Insurance MAXIMUS is a large multi -national company with thousands of clients We have comprehensive insurance but because of the number of clients we serve each year we cannot customize that insurance for each individual client. Therefore, we have offered below suggested changes to sections that we believe does not materially alter the terms, but would provide us the flexibility to not have to customize our insurance for just the County Below, we have included Section 6, Insurance from the RFP with our suggested changes 6. Insurance. With respect to performance of work under this Agreement, Consultant shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain, insurance as described below Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 19 County of Sonoma MAXIMUS 61 Workers' Compensation Insurance. Workers' compensation insurance with statutory limits as required by the Labor Code of the State of California laagaage This policy shall not be cancelled or materially changed without first giving thirty (30) days' prior written notice to the County of Sonoma, Department of Auditor-Controller/Treasurer-Tax Collector 62 General Liability Insurance Commercial general liability insurance covering bodily injury and property damage using an occurrence policy form, in an amount no less than One Million Dollars ($1,000,000) limit for each occurrence and One Million Dollars ($1,000,000) each for the general aggregate and the products/completed operations aggregate Said commercial general liability insurance policy shall either be endorsed with the following specific language or contain equivalent language in the policy a The County of Sonoma, its officers and employees, is named as additional insured for all liability arising out of the on -going and completed operations by GFea behalf of the named insured in the performance of this Agreement between the County of Sonoma and MAXIMUS, Inc b The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company's liability c The insurance provided herein is primary and non-contributory coverage to the County of Sonoma with respect to any insurance or self-insurance programs maintained by the County d This policy shall not be cancelled or materially changed without first giving thirty (30) days prior written notice to the County of Sonoma, Department of Auditor- Controller/Treasurer-Tax Collector 63 Automobile Insurance Automobile liability insurance covering bodily injury and property damage in an amount no less than One Million Dollars ($1,000,000) combined single limit for each occurrence Said insurance shall include coverage for owned, hired, and non -owned vehicles Said peIIGY Shall be This policy shall not be cancelled or materially changed without first giving thirty (30) days prior written notice to the County of Sonoma, Department of Auditor- Controller/Treasurer-Tax Collector 64 Professional Liability Insurance Professional liability insurance for errors and omissions committed by all astiv+ties of Consultant arising out of or in connection with this Agreement in an amount no less than One Million Dollars ($1,000,000) combined single limit for each occurrence Said pel♦f,YShall-he without first giving thAy (30) days PRGF WFItten RMIGE) to the CGURty Gf SORGMa, DepaFtFReRt Gf A- idkr 65 Documentation, The following documentation shall be submitted to the County of Sonoma, Department of Auditor-Controller/Treasurer-Tax Collector - a Properly executed Certificates of Insurance clearly evidencing all coverages and limits required above Said Certificates shall be submitted prior to the execution of this Agreement Consultant agrees to maintain current Certificates of Insurance evidencing the above -required coverages and limits on file with the County for the duration of this Agreement b Copies of properly executed endorsements required above for each policy Said endorsement copies shall be submitted prior to the execution of this Agreement Consultant agrees to maintain current endorsements evidencing the above -specified requirements on file with the County for the duration of this Agreement c Upon County's written request in the event of a claim, certified copies of the insurance policies Said policy copies shall be submitted within thirty (30) days of County's request. Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 20 County of Sonoma nnMIMUS d After the Agreement has been signed, signed Certificates of Insurance shall be submitted for any renewal or replacement of a policy that already exists, at least ten (10) days before expiration or other termination of the existing policy 66 Policy Obli-gations Consultant's indemnity and other obligations shall not be limited by the foregoing insurance requirements 67 Material Breach If Consultant, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, the same shall be deemed a material breach of this Agreement County, in its sole option, may terminate this Agreement and obtain damages from Consultant resulting from said breach Alternatively, County may purchase such required insurance coverage, and without further notice to Consultant, County may deduct from sums due to Consultant any premium costs advanced by County for such insurance These remedies shall be in addition to any other remedies available to County No additional information is required The main sections of the proposal comprise our response to the County's RFP Section V111— Contract Terms We appreciate the County's flexibility to trying to reach mutually agreeable terms and conditions Below, we have detailed some additional changes that we ask the County to consider, should MAXIMUS be selected to provide these services. Section 1 0 Proposed Language Consultant's Specified MAXIMUS requests that the paragraph entitled "Provide audit support" be modified as Services, Section 1 1, follows pages 1-2 Delete "Client" and replace with "County" Delete "unless caused by Consultant's negligence or willful misconduct" and replace with "regardless of cause " Cooperation With MAXIMUS requests that the following be added to the end of Section 12 County, Section 1 2, "Consultant shall provide guidance to the County in determining the data required page 2 County acknowledges and agrees that Consultant shall be entitled to rely upon the accuracy and completeness of the data provided by the County to perform the services The County shall provide all such data in a timely manner sufficient to allow the Consultant to provide the services " Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 21 County of Sonoma MAXIMUS Section Proposed Language Termination for MAXIMUS requests the following modifications to this section Cause, Section 4 2, Delete "County may immediately terminate this Agreement by giving Consultant written page 3 notice of such termination, stating the reason for termination " Replace with "County shall provide written notice to Consultant specifying the nature of the default, Consultant shall have 10 days (or such longer period as the parties may mutually agree upon) from the date of receipt to cure any such default prior to the effective date of termination Any notice of default shall be delivered by certified mail or overnight courier " Indemnification, MAXIMUS requests that the following sentence be deleted from this section Section 5, page 4 "County shall have the right to select its legal counsel at Consultant's expense, subject to Consultant's approval, which shall not be unreasonably withheld " Ownership and MAXIMUS requests that the following be added to the end of this section Disclosure of Work "To the extent that the services provided by Consultant are generated by Consultant's Product, Section 911, proprietary software, nothing contained herein is intended nor shall it be construed to page 8 require Consultant to provide such software to County County agrees that it has no claims of ownership, including copyright, patents or other intellectual property rights to Consultant's software Nothing in this Agreement shall be construed to grant County any rights to Consultant's materials created prior to the execution of this Agreement " Limitation of Liability MAXIMUS requests that the following be added to the Agreement "The County agrees that Consultant's total liability to the County for any and all damages whatsoever arising out of, or in any way related to, this Agreement from any cause, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed the lesser of (a) the amount actually paid to the Consultant during the contract year in which the claim arose, or (b) $150,000 In no event shall the Consultant be liable for indirect, special, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if the Consultant has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy, Any claim by the County against the Consultant relating to this Agreement must be made in writing and presented to the Consultant within one (1) year after the date on which the Consultant completes performance of the services specified in this Agreement " Proposal to Provide Senate Bill 90 State Reimbursement Claim Program Services 22 Exhibit C With respect to performance of work under this Agreement, Consultant shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain insurance as described below unless such insurance has been expressly waived by the attachment of a Waiver of Insurance Requirements Any requirement for insurance to be maintained after completion of the work shall survive this Agreement County reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Consultant from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement 1. Workers Compensation and Employers Liability Insurance a. Required if Consultant has employees. b. Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California. c. Employers Liability with minimum limits of $1,000,000 per Accident; $1,000,000 Disease per employee, $1,000,000 Disease per policy. d. Required Evidence oflnsurance• Certificate of Insurance If Consultant currently has no employees, Consultant agrees to obtain the above - specified Workers Compensation and Employers Liability insurance should any employees be engaged during the term of this Agreement or any extensions of the term. + 2. General Liability Insurance a. Commercial General Liability Insurance on a standard occurrence form, no less broad than Insurance Services Office (ISO) form,CG 00 01 b. Minimum Limits. $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The required limits may be provided by a combination of General Liability Insurance and Commercial Umbrella Liability Insurance. If Consultant maintains higher limits than the specified minimum limits, County requires and shall be entitled to coverage for the higher limits maintained by Consultant. c. Any deductible or self -insured retention shall be shown on the Certificate of Insurance If the deductible or self -insured retention exceeds $25,000 it must be approved in advance by County. Consultant is responsible for any deductible or self -insured retention and shall fund it upon County's written request, regardless of whether Consultant has a claim against the insurance or is named as a party in any action involving the County d. The County of Sonoma, its officers, agents and employees shall be additional insureds for liability arising out of operations by or on behalf of the Consultant in the performance of this Agreement. Maximus — Insurance Exhibit 05/30/13 Page 1 of 3 e. The insurance provided to the additional insureds shall be primary to, and non- contributory with, any insurance or self-insurance program maintained by them f. The policy definition of "insured contract" shall include assumptions of liability arising out of both ongoing operations and the products -completed operations hazard (broad form contractual liability coverage including the "f ' definition of insured contract in ISO form CG 00 01, or equivalent) g. The policy shall cover inter -insured suits between County and Consultant and include a "separation of insureds" or "severability" clause which treats each insured separately h. Required Evidence of1murance i. Copy of the additional insured endorsement or policy language granting additional insured status, and ii. Certificate of Insurance 3. Automobile Liability Insurance a. Minimum Limits- $1,000,000 combined single linut per accident b. Insurance shall apply to all owned autos If Consultant currently owns no autos, Consultant agrees to obtain such insurance should any autos be acquired during the term of this Agreement or any extensions of the term c. Insurance shall apply to hired and non -owned autos. d. Required Evidence oflnsurance• Certificate of Insurance 4. Professional Liability/Errors and Omissions Insurance a. Minimum Limit. $1,000,000 per claim or per occurrence. b. Any deductible or self -insured retention shall be shown on the Certificate of Insurance If the deductible or self -insured retention exceeds $25,000 it must be approved in advance by County c. If the insurance is on a Claims -Made basis, the retroactive date shall be no later than the commencement of the work. d. Coverage applicable to the work performed under this Agreement shall be continued for two (2) years after completion of the work. Such continuation coverage may be provided by one of the following (1) renewal of the existing policy; (2) an extended reporting penod endorsement, or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement. e. Required Evidence oflnsurance Certificate of Insurance 5. Standards for Insurance Companies Insurers, other than the California State Compensation Insurance Fund shall have an A M Best's rating of at least ANII. 6. Documentation a. The Certificate of Insurance must include the following reference, Senate Bill 90 State Reimbursement Claim Program Services. b. All required Evidence of Insurance shall be submitted prior to the execution of this Agreement Consultant agrees to maintain current Evidence of Insurance on Maximus — Insurance Exhibit 05/30/t3 Page 2 of 3 file with County for the entire term of this Agreement and any additional periods if specified in Sections 1 — 4 above c. The name and address for Additional Insured endorsements and Certificates of Insurance is County of Sonoma, it officers agents and employees, c/o Sonoma County Auditor -Controller -Treasurer -Tax Collector, 585 Fiscal Drive Suite 100 Santa Rosa, CA 95403 d. Required Evidence of Insurance shall be submitted for any renewal or replacement of a policy that already exists, at least ten (10) days before expiration or other termination of the existing policy e. Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced, or (3) the deductible or self -insured retention is increased L Upon written request, in the event of a claim, certified copies of required insurance policies must be provided within thirty (30) days 7. Policy Obligations Consultant's indemnity and other obligations shall not be limited by the foregoing insurance requirements. 8. Material Breach If Consultant fails to maintain insurance which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. County, at its sole option, may terminate this Agreement and obtain damages from Consultant resulting from said breach Alternatively, County may purchase the required insurance, and without further notice to Consultant, County may deduct from sums due to Consultant any premium costs advanced by County for such insurance. These remedies shall be in addition to any other remedies available to County. Maximus — Insurance Exhibit 05/30/13 Page 3 of 3 'ate ®® CERTIFICATE OF LIABILITY INSURANCE DATE /2013(MMIDDNYYY) 08/29/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s) PRODUCER MARSH USA INC SUITE 400 1255 23RD STREET, N W WASHINGTON, DC 20037 CONTACT NAME PHONE FAX A/C No E MAIL ADDRESS INSURERS AFFORDING COVERAGE NAIC q Attn DC CedRequestSlebel@marsh corn INSURER A Hartford Fire Insurance Co 19682 500625-maxco GAWXP-13-14 INSURED MAXIMUS CONSULTING SERVICES, INC 17310 RED HILL AVE, SUITE 340 INSURER B Twin City Fire Insurance Cc 29459 INSURER C N/A N/A IRVINE, CA 92614 INSURER D Trumbull Insurance Company 27120 INSURER E Zurich American Insurance Co 16535 INSURER F COVERAGES CERTIFICATE NUMBER CLE-0099794414Ofl REV!'5!ON NUMBER 56 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR I TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY 42UENZW3578 05/01/2013 05/01/2014 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL$ COMMERCIAL GENERAL LIABILITY CLAIMS MADE In OCCUR PREMISES EaDAMAGE TO 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OPAGG $ 2,000,000 X1 POLICY PRO- LOC I $ B AUTOMOBILE LIABILITY 42UENZW3578 05/01/2013 05/01/2014 COMBINED SINGLE LIMIT Ea accident 1,000,000 X A1NY AUTO BODILY INJURY (Per person) $ ALL SDULED AUTOSOWNED SCHAUTOS BODILY INJURY (Per accident) $ NON OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accdent $ $ t UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED I I RETENTION$ $ D B WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N OFFICER/MEMBER EXCLUDED? F (Mandatory in NH) firs descnheunder DESCRIPTION OF OPERATIONS below N / A 42 WN MG3740 (AOS) 42 WBR MG3741 (WI) 05/01/2013 05/01/2013 05/01/2014 05/012014 X I WC STATU- DTI+ EL EACH ACCIDENT _ $ 1,000,000 E L DISEASE - EA EMILOYEE $ 1,000,000 EL DISEASE -POLICY LIMIT I $ 1,000,000 E PROFESSIONAL LIAB EOC-9483034 02 18111/1013 08/01/20,14 EA6 CLAIWAGGREGATE 1,000,000 SIR 500,000 DESCRIPTION OF OPERATIONS) LOCATIONS IVEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) RE STATE MANDATED COST REIMBURSEMENT CLAIMING FOR THE PERIODS COVERING JULY 1, 2013 TOJUNE 30, 2016, WITH THE OPTION OF SERVICES BEING PROVIDED FOR THE TWO SUBSEQUENT FISCAL YEARS SENATE BILL 90 STATE REIMBURSEMENT CLAIM PROGRAM SERVICES COUNTY OF SONOMA, IT OFFICERS, AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED WHERE REQUIRED BY WRITTEN CONTRACT WITH RESPECTS TO GENERAL LIABILITY AND AUTO LIABILITY COUNTY OF SONOMA, CA ATTN SONOMA COUNTY AUDITOR CONTROLLER -TREASURER -TAX COLLECTOR 585 FISCAL DRIVE, SUITE 100 SANTA ROSA, CA 95403 liMMvGLLM IIVnl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE of Marsh USA Inc Manashl Mukherjee U 1988-2010 ACORD CORPORATION All rights reserved ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD POLICY NUMBER 42UENZW3578 COMMERCIAL GENERAL LIABILITY CG 20 10 03 97 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modules Insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization -ounly of Sonoma, Its Officers, Agents and Employees Min Sonoma County Auditor-Controiler-Treasurer-Tax Collector, 385 Fiscal Drive, Suite 100, Santa Rosa, CA 95403 (If no entry appears above, Information required to complete this endorsement will be shown In the Declarations as applicable to this endorsement ) Who Is An Insured (Section II) is amended to Include as an Insured the person or organization shown In the Schedule, but only with respect to liability arising out of your ongoing operations performed for that Insured CG 20 10 03 97 Copyright, Insurance Services Office, Inc, 1996