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CM MSS Rate Review 2017AGREEMENT FOR PROFESSIONAL SERVICES FOR MARIN FRANCHISORS' GROUP RATE METHODOLOGY AND RECYCLING REVENUE FUND REVIEW AND MEET AND CONFER ASSISTANCE This Agreement is made and entered into this 12 Ndday of May , 2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and R3 Consulting Group, Inc. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the City of Larkspur, the City of San Rafael, the Town of Ross, the County of Marin and the Las Gallinas Valley Sanitary District (hereinafter "FRANCHISORS' GROUP") have similar franchise agreements with Marin Sanitary Services; and WHEREAS, the FRANCHISORS' GROUP utilizes jointly sponsored programs to achieve financial and staff time savings through collaborative analyses such as the annual reviews of Marin Sanitary Services operations and expenses pursuant to the Franchise Agreements; and WHEREAS, the FRANCHISORS' GROUP desires to utilize the services of the CONTRACTOR to conduct an analysis of the rate -setting methodology and recycling revenue fund; and WHEREAS, the CITY has in the past acted as the contracting agency on behalf of the FRANCHISORS' GROUP, and has agreed to do so in this instance as well; and WHEREAS, the FRANCHISORS' GROUP entities (each a "Participating Entity" and collectively, "the Participating Entities") have agreed to share equally in the cost of the analysis, to be paid for by Marin Sanitary Service and allocated through each city/town's annual rate setting review as set forth below; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. Sustainability and Volunteer Program Coordinator Cory Bvtof is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Garth Schultz is hereby designated as the PROJECT DIRECTOR for Rev. Date: 1/30i14 CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason; the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR CONTRACTOR shall perform the duties and/or provide services as described in CONTRACTOR's Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review, dated May 1, 2017, attached hereto as Exhibit "A" and incorporated herein. 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in its performance under this agreement and shall compensate CONTRACTOR as provided herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CONTRACTOR shall be compensated as described in the Estimate of Costs, Hours and Contingencies set forth in Exhibit "A", referencing the Hourly Billing Rates & Other Costs dated March 23, 2017 attached hereto as Exhibit `B" and incorporated herein, in a total contract amount not to exceed $80,360.00. It is understood and agreed by the parties that payment of compensation hereunder shall be made as follows: CONTRACTOR shall submit monthly invoices to CITY for review and approval, then CITY shall forward CONTRACTOR's approved invoices to Marin Sanitary Services, which shall remit payment on each invoice directly to CONTRACTOR within thirty (30) days of receipt thereof. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this agreement and shall end on February 28, 2018. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. Rev. date: 1/30/14 D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS,. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's Rev. date: 1/30/14 compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. CONTRACTOR will provide the PROJECT MANAGER with thirty (30) days written notice prior to any planned cancellation or planned non-payment of premium, or planned modifications of the terms and conditions of said insurance policies. In addition, immediately upon CONTRACTOR's receipt during the term of this Agreement of any notice of cancellation or of intent to cancel any policy of insurance required herein issued by CONTRACTOR's insurance carrier for any reason, CONTRACTOR shall provide PROJECT MANAGER with a copy of said notice by personal delivery or overnight mail. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements Rev. date: 1/30/14 4 and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. Rev. date: 1/30/14 5 B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: Rev. date: 1/30/14 6 TO CITY: Cory Bytof Sustainability & Volunteer Program Coordinator City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR: Garth Shultz Principal R3 Consulting Group, Inc. 2600 Tenth Street, Suite 411 Berkeley, CA 94710 16. INDEPENDENT CONTRACTOR,. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS,. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under Rev. date: 1/30/14 any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR JI SC _ TZ,q- ager Rev. date: 1/30/14 By: ._ Name: GAR I SCLT Title: VI -P SID ATTEST: ESTI F FR C. BEIRNE, City Clerk APPROVED AS TO FORM: &Q1, - -1, FF -,E - ROBERT F. EPSTE7qCity Attorney Rev. date: 1/30/14 Z3CONSULTING GROUP, INC. RESOURCES•RESPECT- RESPONSIBILITY 1512 Eureka Road, Suite 220, Roseville, CA 95661 Tel: 916-782-7821 1 Fax: 916-782-7824 May 1, 2017 www.r3cgi.com 2600 Tenth Street, Suite 411, Berkeley, CA 94710 Tel: 510-647-9674 627 S. Highland Avenue, Suite 300, Los Angeles, CA 90036 Tel: 323-559-7470 Mr. Cory Bytof Sustainability & Volunteer Program Coordinator City of San Rafael 1313 Fifth Avenue San Rafael, CA 94901 Subject: Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Dear Mr. Bytof: R3 Consulting Group, Inc. (R3) is pleased to submit our scope of work proposal (SOW) for the Solid Waste Rate -Setting Methodology, Recycling Fund Meet and Confer Assistance, and 2018 Rate Review for the cities of San Rafael, Larkspur, and Ross, the County of Marin, and the Las Gallinas Valley Sanitary District (henceforth referred to as "Franchisors' Group" or "Group"). This SOW addresses the specific items included in your email from April 7, 2017, and further describes proposed Project Tasks that will be undertaken via this SOW. It also reflects changes to our original SOW dated April 18, 2017 as requested per your letter dated April 25, 2017. We appreciate the opportunity to submit this SOW to the Franchisors' Group. Should you have any questions regarding our proposal, or need any additional information, please contact me (Project Director Garth Schultz) by phone at (510) 292-0853 or by email at gschultz@r3cgi.com, or Project Manager William Schoen by phone at (916) 782-7821 or by email at wschoen@r3cgi.com. Sincerely, R3 CONSULTING GROUP Garth Schultz I Principal Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 2 of 10 This page intentionally left blank. Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 3 of 10 Scope of Work This SOW provides details for each of the key areas indicated by the Franchisors Group, which are restated below: 1. Proposal for the decision-making process, keeping in mind that there are five jurisdictions plus the refuse hauler — and that with our timeline, not all members may be able to attend every meeting, but may want to provide input. 2. Proposed meeting schedule including kickoff meeting, follow up meetings to review progress, gather input, and final draft review. There will most likely need to be additional meetings required for presentation to Council and Board members either as workshops and/or public meetings. 3. Schedule of deliverables based on your approach to assist the Franchisors' Group and Marin Sanitary Service (MSS) in developing a rate setting methodology to address simplifying the current method and address the recycling component of the rate. 4. Proposed method of addressing commercial service migration, i.e. more recycling and composting results in a smaller garbage cart and lower price, but not less service or cost. 5. Proposed method of utilizing a balancing account to address recycling commodities fluctuations, including how the processing cost and recycling revenue projections might be set at the beginning and adjusted after that. 6. Proposed method of addressing changes and challenges in the industry in the coming years. Where do you see it going, and what should we be planning for? 7. Proposed approach to address potential company (MSS) desired carve-outs/exceptions to a more streamlined and appropriate multi -index rate adjustment methodology. 8. Include an estimate of hours by task and associated cost. 9. Include contingencies for extra meetings or activities as a separate line item. This SOW addresses each of these key areas of interest in the general order that they were presented by the Group, though Items 4 through 7 are addressed within the context of describing our approach to the Project Tasks proposed for this project. Item 1 Proposed Decision Making Process R3's proposal for the decision-making process for this project is based on direct and iterative engagement of the Franchisor's Group, its members, and Marin Sanitary Service (MSS). The foundation of this decision-making process includes R3 conducting jointly with Group representatives and MSS: first, via one (1) initial meeting to agree on a Draft Approach, and then via up to two (2) follow-up meetings to discuss, review, and revise a set of Draft Deliverables (described in our response to Item 3, in the following pages), and one (1) final meeting, ultimately resulting in Final Deliverables for Board and Council consideration. Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 4 of 10 It is anticipated that these meetings will serve as the primary means of soliciting input and establishing an agreed-upon approach between all Group members. That said, the process is meant to be flexible, R3 has conducted similar processes like the one described in this SOW, in which member agencies have been positively engaged to provide initial input, feedback, and comments on draft deliverables. Most recently, R3 completed such a process via a series of several deliverables for the West Contra Costa Integrated Waste Management Authority (RecycleMore), which resulted in presentations of completed work products to the RecycleMore Board of Directors. and above all else, to ensure that Group member interests and concerns are represented and addressed during the development of Draft and Final Deliverables. R3 will provide for opportunities for Group members to join meetings via conference call or to provide input to R3 via phone or email directly as needed during the project to stay on schedule, while ensuring that all members have adequate opportunity to ensure that the needs of their communities and ratepayers are met. Initial Meeting with Franchisor's Group and MSS At the outset of the project, and immediately following a kickoff meeting with all parties (including the Franchisor's Group and MSS, which will affirm the scope, schedule, and deliverables for the project), R3 will meet jointly with the five jurisdictions to determine goals, objectives, questions, concerns, and initial positions regarding the work to be undertaken. Prior to this meeting, R3 will prepare and distribute a brief written "Draft Approach"' document that will include details regarding R3's specific initial approach to each of the proposed Project Tasks, including: ■ Task 1: Development of a new methodology for the recycling revenues balancing account; ■ Task 2: Development of a methodology for addressing commercial migration; and ■ Task 3: Development of simplified rate adjustment methodology that will include a proposed method of addressing changes/challenges to the industry in coming years, as well as a proposed method to address potential MSS exceptions. R3 will meet with the Group as a whole to establish areas of mutual concurrence regarding the Draft Approach, including working through differences of opinion between Group members, if any, via further refinement of the Draft Approach document. Ultimately, the Draft Approach document will continue to develop into a set of Draft Deliverables, with each being iteratively revised until completion of the Final Deliverables — prior to presentation to Boards and Councils. Following the first portion of the meeting with the Group, MSS would be invited to join the meeting, with R3 and the Group seeking MSS's input, comments, and feedback. Revisions to the Draft Deliverables document may be necessary, and will be performed by R3, subject to the direction of the Group. 1 All documents shared during the project will primarily be in electronic format via email, with print copies only being provided as necessary to ensure active engagement of Group members and MSS. Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 5 of 10 Follow-up Meetings Following the initial meeting, R3 will proceed to produce a set of Draft Deliverables, including draft language for potential inclusion as amendment to the Franchise Agreements (specifically to Exhibit B-1) and draft memoranda discussing the proposed changes, the process for developing them, how they will revise the rate setting process, and how the Group's goals and objectives for this project are being met. Once completed, the Draft Deliverables document set will be shared with the Group. R3 will then meet with the Group in up to two (2) follow-up meetings to ensure discussion and seek feedback from each group member. These meetings are meant to guarantee that the Draft Deliverables meet the need and intent of the Group as established during the initial meetings, and may result in revisions to the Draft Deliverables as needed (note that our estimated project hours and costs described in our response to Item 8 only anticipates one round of robust revisions at this stage) prior to sharing the Draft Deliverables with MSS. Once the Draft Deliverables have been vetted by the Group and revised by R3, MSS will be invited to share its response and feedback. Finalize Deliverables Upon completion of the follow-up meetings, R3 will proceed to produce a set of Final Deliverables, which will be circulated to all parties for final review prior to Board and Council consideration. Additional rounds of revision are not currently anticipated at this stage, though we have proposed a 20% contingency which could be applied to additional rounds of revision if necessary; alternatively, additional rounds of revision will be at R3's standard billable rates as provided in our Letter of Interest. Board and Council Adoption Deliverables Following development of the Final Deliverables — which is anticipated to occur by the end of July 2017, in order to allow for the possibility that MSS might submit its 2018 rate application in accordance with the potential changes discussed in this SOW — R3 will prepare to present the Final Deliverables to the Franchisor's Group Boards and Councils. The specific form and format of these presentations is yet to be determined, though R3 anticipates that these presentations will coincide with Board and Council consideration of MSS's 2018 rate applications. It is understood that the presentations may take the form or a workshop, study session or hearing depending on the desires of each member, though R3 also anticipates that Board and Council action approving Franchise Agreement amendment language governing the proposed changes to the rate setting process will also be necessary. In our estimated hours and cost for this project, R3 is assuming one (1) presentation to the governing body for each Franchisor's Group member (five meetings total), and our assumptions include travel time to and from meetings, as well as preparation and follow-up from those meetings. Additional meetings may be considered via proposed contingency (if it remains available at this stage); if necessary, additional meetings will be at R3's standard billable rates as provided in our Letter of Interest. Item 2 Proposed Meeting Schedule The proposed initial meeting schedule for this project is shown in Table 1, below. This schedule is based on the assumption that the Franchisor's Group still wishes to implement proposed changes to the rate adjustment process for the 2018 rate setting process. As such, completion of initial meetings leading up to a Final Draft of Proposed Deliverables is anticipated prior to the August 1, 2017 due date of the MSS 2018 Rate Application. The intent of this schedule is to provide the ability for the Group and MSS to Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 6 of 10 utilize the Proposed Deliverables in the 2018 rate setting process. It is anticipated that Council and Board hearings and/or workshops regarding the proposed changes to the rate setting methodologies described in this SOW will occur between September and December 2017, in conjunction with Council and Board consideration of the MSS Rate Application. Table 1 Proposed Meeting Schedule Meeting Type Kick-off Meeting (1) Initial Group Meeting (1) Follow-up Meeting with Parties (1 of 2) Follow-up Meeting with Parties (2 of 2) Final Draft Review with Group and MSS (1) Council/Board Public Meetings (5) Anticipated Week of: May 15, 2017 May 29, 2017 July 3, 2017 July 10, 2017 July 24, 2017 September 11, 2017 through December 4, 2017 Item 3 Schedule of Deliverables As noted on the following pages, R3 is proposing to complete three main Project Tasks. For each of these Project Tasks, R3 is proposing the following set of deliverables: ■ One (1) kick-off meeting with Group members and MSS; ■ One (1) discussion of approach to Project Tasks in the Draft Approach document, with revisions; ■ One (1) set of documents included in the Draft Deliverables, for each Project Task: o Draft Franchise Agreement/Exhibit B-1 language revising the rate setting methodology (with strikeouts and additions clearly shown); o Draft Memorandum discussing the proposed changes, the process for developing them, how they will revise the rate setting process, and how the Group's goals and objectives for this project are being met; and o Draft Excel model demonstrating the use and application of the revised methodology. ■ One (1) round of robust (meaning in response to a complete set of written comments from Group members and MSS) revisions to the Draft Deliverables; ■ One (1) set of Final Deliverables covering each Task; ■ Up to a maximum of four (4) three (3) hour meetings (one initial meeting, two interim meetings, one final meeting) during the decision-making process with Group members and MSS leading up to the development of the Final Deliverables (budget includes time for travel to/from meetings and meeting preparation); ■ One (1) presentation to the governing body of each Group member, for a total of five (5) presentations; and Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 7 of 10 ■ Additional meetings as necessary and requested, subject to time and budget constraints including the 20% project contingency. Items 4-7 Project Tasks Task 1 Develop New Methodology for Recycling Revenues Balancing Account Objective Describe the proposed method of utilizing a balancing account to address recycling commodities fluctuations, including how the processing cost and recycling revenue projections might be set at the beginning and adjusted after. Methodology There are two methodologies that R3 proposes for consideration by the Group, one of which would involve including the balance of the Balancing Account into the rates (like Novato Sanitary District) on a set schedule (e.g. every five years); the other would be to eliminate the Balancing Account, pay down the balance over time via the rates, and then set a "processing cost" and "recycling revenue" component of the rate that would be adjusted over time. Based on Item 5 included in the April 7, 2017 email, it is not clear to R3 whether the Group is interested in one option over the other, thus we discuss both below: Revised Balancing Account Model The basic model involves establishing the processing/revenue break-even point (i.e., the point at which per ton revenue fully covers the processing cost without surplus or subsidy). That break-even per ton revenue figure is then adjusted monthly, based on a material sales revenue index (e.g., Official Board Markets — Yellow Sheet). Each month, the break-even per ton figure is subtracted from the current calculated monthly per ton figure, and that difference is multiplied by the number of recyclable tons for that month to calculate the monthly balancing account revenue (surplus or shortfall). Each month, the calculated monthly balancing account revenue (surplus/shortfall) is added to the prior months' balancing account total, bringing the balancing account current. Variations to the above can include escalating processing costs annually, including, or not including various revenue sharing options to establish jurisdictional -specific recyclable material composition and per ton revenue prices. Rate Component Model This model differs somewhat from the balancing account model; this model would establish two new components of the MSS customer rates: a Processing Cost Element (which would be an expense item on the rates) and a Recycling Revenue Element (which would be a credit item on the rates), each of which would be set initially and then escalated over time as described below: Set Base Year Processing Costs and Recycling Revenue Based on Actuals Processing costs and recycling revenues are set at the beginning based on actuals from the prior 12 months. To ensure that the actuals for processing costs and recycling revenues are accurate, R3 would verify these actuals with the company via a detailed review of processing costs and recycling revenues, which will include verification of source documentation. Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 8of10 Adjust Base -Year Processing Costs and Recycling Revenue Annually Based on Inflation Factors As a part of the indexed or detailed rate adjustment processes, base -year processing costs would be adjusted by a to -be -determined escalation factor that takes into account the main costs of processing (labor, maintenance, utilities) in basically the same manner that other MSS cost elements are escalated annually. This would adjust the Processing Cost Element of the MSS rates up or down slightly in accordance with the change in processing costs based on the indexed adjustment. Recycling revenues, as in the previous example, would be adjusted by the indexed change in a sales index (e.g., Official Board Markets — Yellow Sheet), and would adjust the Recycling Revenue Element of the MSS rates up or down in accordance with the change in Recycling Revenues, based on the changes in the recycling markets. The net effect in any given year could be a net increase or a net reduction in MSS rates (resulting from changes in these two rate Elements only), generally depending on the state of recycling markets. Task 2 Develop Methodology for Addressing Commercial Migration Objective Describe proposed method of addressing commercial service migration, i.e. more recycling and composting results in a smaller garbage cart and lower price, but not less service or cost. Methodology R3 sees two main options for addressing commercial service migration for the Franchisor's Group and MSS (both of which would also work for residential migration as well): Establish Collection Rates Based on Cost of Service Setting rates based on the cost of providing service, meaning that the cost to ratepayers would be in direct alignment to the cost of providing services to those ratepayers, would effectively make the rates "migration neutral". Essentially, when rates are set to cover the costs of providing the services for which MSS is paid, any changes in revenues resulting from changes in service levels would be proportionate to the actual changes in costs borne by MSS — therefore, eliminating migration as a concern. At this time, R3 does not anticipate that the Franchisor's Group and MSS is ready to set rates to the cost of service, but R3 raises the point as we see moving rates to gradually come into alignment with the cost of service as one of the primary directions for the industry, and one that is worth discussing in some detail in conjunction with this project. Make Periodic Rate Adiustments to Account for Changes in Service Levels For this option, changes in service levels can be tracked and the associated impact on revenues can be directly calculated. That calculated impact can then be factored directly into the rates, as part of any indexed or detailed rate review. It is simply a matter of expressing the migration revenue impact as a percentage of the total annual revenue requirement, and adjusting the rates (up or down) accordingly. This methodology has been used by R3 in a number of other jurisdictions, most commonly with a minimum revenue impact threshold, so that the calculation is only made for significant levels of migration. Comparison of Rate Impacts Between Current and Proposed Methodology Once agreement on a selected methodology has been established between the Group and MSS, R3 will model the effects of rate impacts, including differences between the current methodology and the Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 9 of 10 proposed methodology. This comparison will forecast changes in rates under the same conditions between the two methodologies, and will estimate variances in rate impacts between the two. Task 3 Develop Simplified Rate Adjustment Methodology Objective Describe proposed approach to simplify and streamline the current rate adjustment methodology, including the proposed method of addressing changes and challenges in the industry in the coming years (i.e. where the industry is going and what the Group and MSS should be planning for) as well as the proposed approach to address potential MSS requested changes to programs and services in non - detailed rate review years. Methodology Streamlining the Rate Adiustment Methodology As identified during our presentation to the Group and MSS on April 5, 2017, R3 has identified a number of ways to streamline the current rate adjustment process. These include but are not limited to: ■ Adjusting the timing of indexed vs. detailed reviews, such that detailed reviews can occur on a less frequent basis, and only if so desired by the Group and MSS; ■ Limiting (or eliminating) true -ups in the current rate adjustment methodology, such as the annual true -up for processing costs and others; and ■ Reducing the number of indexed review categories. As stated during our interview, R3 sees that the current rate adjustment methodology can generally be retained, but with revisions consistent with those suggested above to reduce the amount of Group, MSS and consultant time that is required to complete annual indexed rate adjustments, as well as periodic detailed reviews. Proposed Method of Addressing Changes and Challenges A common means for addressing unforeseen circumstances that impact a franchisee's revenues and expenses (positively or negatively) is to establish a process for a Special Rate Adjustment. That process needs to clearly establish what is and is not allowed to be considered for a Special Rate Adjustment. Areas that R3 anticipates the Group and MSS should consider may include but are not limited to: ■ Potential increases to processing costs due to rising wages of sorting staff (Bay Area trend to higher -living wages); ■ Potential increases in processing costs due to greater acceptance of recyclable materials (accepting a greater amount of less valuable commodities in the recycling stream); ■ Potential increases to programmatic costs for commercial and multi -family customers specifically (due to increasing legislation and ramped -up implementation of existing AB 341 and AB 1826 legislation); ■ Potential increases to organics processing costs (due to increasing demand for limited organics processing capacity as well as increasing regulations on organics processing facilities); and ■ Potential recession and significant drop in recycling revenues (due to potential recession, during which recyclables may be difficult or impossible to sell). Mr. Cory Bytof May 1, 2017 Scope of Work Proposal (SOW) for Marin Franchisors' Group Rate Methodology Review Page 10 of 10 The above are, of course, only examples that may or may not represent the actual changes or challenges that could impact the Group and MSS in the future. The point is that when properly constructed, provisions for a Special Rate Review will provide protection to both the Franchisor's Group and MSS for unforeseen events. The Special Rate Adjustment process can be undertaken and a special rate adjustment made at any time, or the calculated rate impact can be factored into the next Indexed or Detailed Rate Adjustment (with or without a true -up for allowable expenses incurred prior to the rate adjustment). Proposed Method to Address Changes in Programs/Services Addressing the impacts of changes in programs and/or services can be handled by having MSS provide operational impacts (tons, subscription levels, etc.), and cost projections for the new service/program, which are reviewed by the Franchisor's Group for general reasonableness. Costs are tracked and actual expenses and revenues compared to projected expenses and revenues. The net revenue/expense difference is then expressed as a percentage of the total annual revenue requirement, and the rates will be adjusted (up or down) accordingly. Items 8 & 9 Estimate of Hours, Costs & Contingencies R3 estimates completion of the proposed Tasks described in this SOW utilizing 416 hours of R3 staff time, for an estimated amount of $80,360. This estimated project cost includes labor, travel time (including time to and from meetings), and reimbursable project expenses. R3 will invoice on a monthly basis only for actual work completed in accordance with the schedule of Hourly Billing Rates and Other Costs included in our Letter of Interest dated March 23, 2017. A detail of estimated hours and cost by task, as well as 20% project contingency, is shown in Table 2, below. Table 2 Estimate of Hours & Contingencies Task Hours Cost 1 Develop New Methodology for Recycling Revenues Balancing Account 48 $ 8,880 2 Develop Methodology for Addressing Commercial Migration 64 $ 11,680 3 Develop Simplified Rate Adjustment Methodology 106 $ 20,170 Meetings with Franchisor's Group Members, MSS, Councils and Boards 116 $ 23,780 20% Contingency for Extra Meetings / Task Items 82 $ 15,850 Total 416 $ 80,360 Mr. Steve Devine March 23, 2017 Letter of Interest Solid Waste Rate -Setting Methodology, Recycling Fund Meet and Confer Assistance, 2018 Rate Review Page 20 of 22 Hourly Billing Rates & other Costs R3 CONSULTING GROUP Category Principal / Project Director Senior Project Manager Project Manager Senior Project Analyst Project Analyst Associate Analyst Administrative Support REIMBURSABLE COSTS Consultants/Subcontractors Lodging and meals Travel — Private or company car Travel — Other Delivery and other expenses Hourly Rate $205 per hour $185 per hour $160 per hour $145 per hour $135 per hour $120 per hour $100 per hour Cost plus 10% Direct cost $0.54 per mile Direct cost Direct cost Payments Unless otherwise agreed in writing, fees will be billed monthly at the first of each month for the preceding month and will be payable within 30 days of the date of the invoice. Escalation Fees will be escalated annually in accordance with the change in the Consumer Price Index. E>'C I . RAFq�I 1 s 2 y0 ,ryWITH A'0 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager Project Manager: Cory Bytof Extension: 3407 Contractor Name: R3 Consulting Group, Inc. Contractor's Contact: Garth Shultz Contact's Email: gschultz@r3cgi.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 5/2/2017 5/2/2017 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 5/9/2017 ® LAG and return to Project Manager 5/8/2017 ® LAG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to Click here to contractor for their signature enter a date. 4 Project Manager When necessary, * contractor-siened agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 5/15/2017 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 5/18/17 CB Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed 6-11 1 qh-7 agreement //'' 7 City Attorney Review and approve insurance in PINS, and bonds -/%I,7 Q� (for Public Works Contracts) L5) / `/ 8 City Manager / Mayor Agreement executed by Council authorized official^ 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager y _17 SOLID WASTE RATE -SETTING METHODOLOGY RECYCLING FUND MEET AND CONFER ASSISTANCE ��i7��:�7_���Z��ll�le��l_��• _ ► � e1i1i7n[ � : ► �Il1��•� PURPOSE OF RFI The Franchisors' Group seeks the services of a consultant to 1. Review the existing rate setting methodology and provide alternative methods for rate setting for refuse services provided by a franchised garbage hauler 2. Review and provide assistance with a remedy for recycling losses related to our current rate setting methodology, vis-a-vis the recycling revenue fund currently in place 3. Assist with the meet -and -confer process with Marin Sanitary Service related to this Recycling Revenue Fund 4. As an optional task perform the 2018 rate application review using this new or revised rate setting methodology This Request for Information is a means of understanding the services offered and approach a consultant might take to assist the Franchisors' Group in addressing its core concerns. It is meant to be an iterative process that would allow the Franchisors' Group to determine a scope of work appropriate to the project through exploratory interviews. This process will also allow the Franchisors' Group to determine which consultant or consultants might be invited to submit a scope of work to be considered for a contract. The City of San Rafael will manage the contract on behalf of the Franchisors' Group. However, the work provided by the consultant will be used by the full Franchisors' Group. CURRENT RATE METHODOLOGY AND TIMING In 1995, the Franchisors Group adopted a new methodology to set MSS' refuse collection and disposal rates. The current rate methodology is based on the contractor's costs of operations for wages and benefits, disposal, fuel, equipment and lease expenses and certain allowable miscellaneous expenses. The franchise agreements provide for a detailed review of MSS' operations every three years. In the interim two-year period, annual summary reviews are conducted based on the last detailed analysis. However, summary reviews also incorporate the use of indices, analyze key expense components such as disposal costs, and make sure revenue requirements are satisfied, requiring a significant analysis as well. The rate methodology was revised in 2012 for the 2013 rate year, and the current rate methodology also includes a recycling revenue fund, which was meant to smooth fluctuations in the recycling commodities market. In good years when the recycling markets were strong, MSS would deposit 50% of the net recycling revenues into the fund. In down years when the markets lost money, MSS would take a loss on the first 50% and then make up the difference through a withdrawal from the fund. The Franchisors' Group and MSS have agreed to a meet -and - confer once the fund drops below $250,000. The last few years have seen regular withdrawals and now the fund sits at well below $250,000, triggering the meet -and -confer process. Rate applications are due August 1 each year. The most recent detailed review was in 2015 and the next one will occur in 2018 for the 2019 rate year. The Franchisors Group desires to implement a new rate setting for the 2018 rate year. GOALS & OBJECTIVES The Franchisors' Group desires to review our current rate setting methodology in order to address several key goals. These goals include addressing our main concern, which is the fluctuation in costs and revenues related to recycling, and how to include this in a fair and equitable way in the rates. In addition, the Franchisors' Group seeks to: 1) simplify the methodology and process, requiring less staff and consultant time to adopt, 2) maintain good value for the rate payer, and 3) demonstrate the value of recycling services to rate payers. Finally, the Franchisors' Group wishes to maintain the emphasis on zero waste and transparency with regard to services and finances. OBJECTIVE 1 Assist the Franchisors' Group in determining how to best address the losses MSS has suffered related to recycling revenue through a holistic, long-term strategy related to the rate setting methodology. Tasks may include: ■ Catalogue methods of addressing fluctuations in recycling markets and value to rate payers in use in other jurisdictions. ■ Provide a review of methods of including recycling processing and commodities costs and revenues in the rate setting methodology with particular emphasis on those that seek to reduce the burden on rate- payers and limit the fluctuations from year to year. ■ Analyze pros and cons of addressing fluctuations in the current methodology, and provide comparison to a few other methods. ■ Provide an analysis of a revenue sharing account vs. balancing account. ■ Explore a model in which recyclable commodity sales are assumed to be zero and any net revenues are then available for other purposes (rate stabilization, education and outreach programs, etc.). ■ Provide an analysis of processing costs at other dual stream or comparable recycling facilities in the greater Bay Area. ■ Conduct meetings with Franchisors' Group members and MSS staff. ■ Provide written materials and presentations. OBJECTIVE 2 Assist the Franchisors' Group in determining how best to revise the rate setting methodology to address our key goals. The rate setting methodology should include or attempt the following: ■ Fairly stable and predictable rates year to year. ■ Fairly simple and easy for staff, governing boards and the public to understand. ■ Fairly streamlined, and not requiring a lot of staff or consultant time annually to conduct the reviews ■ Spreads capital costs over time. ■ Recognizes the value of recycling and composting. ■ Takes into account a shrinking customer base and customers migrating to smaller receptacles ■ Transparency of recycling revenues and costs, while maintaining a stable rate structure. ■ Provides incentives to the hauler to keep the costs down while providing quality service. ■ Rewards the hauler for meeting JPA zero waste goals. ■ Analysis of different rate setting methodologies and their impact and potential changes necessary to the overall rate structure and billing practices. 2 Tasks may include: ■ Provide a review of a variety of rate models that could help us achieve our overall goals with pros and cons of each, including addressing fluctuations in recycling costs and revenues. ■ Consider revisions to our methodology vs. a new methodology. ■ Analyze the inclusion of the recycling center in the current rate setting methodology (Exhibit B) as well as with other methodologies identified during the process. ■ Provide an analysis of the pros and cons of annual detailed reviews vs. index reviews, CPI adjustments, and other annual rate adjustment methods. ■ Provide some examples of methods / best practices of considering new programs in rate reviews ■ Analyze and document necessary changes to franchise agreements and city and county codes to support new methodology, including local recycling mandates. ■ Provide an analysis of a local mandatory recycling/composting ordinances' impact on rates ■ Conduct meetings with Franchisors' Group representatives and MSS staff. ■ Provide written materials and presentations. OBJECTIVE 3 Advise the Franchisors' Group through the meet -and -confer process, and assist in writing and delivering the final methodology and reports. Tasks may include: ■ Help Franchisors' Group identify and develop/write methodology changes that support our goals. ■ Assist with meet and confer negotiation with MSS by providing information and advice to the Franchisors' Group. ■ Provide staff report language and assistance for adoption of rate setting methodology by the multiple agencies in the Franchisor's Group. ■ Provide background materials for governing board actions, including presenting to them. ■ Document rationale for decisions for easy reference in future revisions and negotiations. ■ Meeting with community members. ■ Presenting at governing board meetings, including special study sessions or community gatherings. OBJECTIVE 4 — OPTIONAL TASK Provide an estimate of costs to conduct the 2018 rate review utilizing new or current rate setting methodology. The Franchisors' Group hopes the new or revised rate setting methodology, including the results of the meet -and - confer, will be utilized for the 2018 rate year. However, should this not be possible, the Franchisors' Group may decide to utilize a temporary solution to the recycling losses and continue the rate methodology work for use in the 2019 rate review. The firm that is chosen to develop the rate methodology may be invited to submit a scope of work for the annual rate work. This optional task is to submit a separate proposal for conducting the rate review. 3 GUIDING PRINCIPLES The Franchisors' Group and Marin Sanitary Service developed the following Guiding Principles to guide the methodology and recycling loss remedy work: ■ Acknowledge the team relationship between MSS and Franchisors' Group entities ■ Acknowledge the value of recycling services ■ Maintain good customer service and value to the rate payer ■ Simplify the methodology so it is easier to review and communicate ■ Streamline the rate setting process (less time, cost) ■ Develop a means of addressing revenue and cost sharing for recyclable materials ■ Maintain transparency ■ Maintain emphasis on zero waste ■ Strategic planning for capital improvements and new programs ■ Be aware of and plan for potential unintended consequences IIn