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CM Annual MSS Refuse Rate Review 2017AGREEMENT FOR PROFESSIONAL SERVICES FOR REVIEW OF MARIN SANITARY SERVICES 2018 RATE APPLICATION This Agreement is made and entered into this I tkday of C9G7ozQ , 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, Ross Valley - South (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 this review; 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") agree 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 Bytof 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 CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Rev. Date: 1!30:14 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 Proposal to Review Marin Sanitary Service's Application for 2018 Rates, dated August 11, 2017, attached hereto as Exhibit " A " and incorporated herein. 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in his 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 Exhibit "-A " in a total contract amount not to exceed $88,090.00. 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) of receipt thereof. By separate agreements, Marin Sanitary Services and the Participating Entities have agreed that Marin Sanitary Services shall pass on the costs paid to CONTRACTOR hereunder by allocation of a proportionate share thereof, in accordance with the agreed upon rate setting methodology set forth in that Participating Entity's individual franchise agreement with Marin Sanitary Service, not to exceed $60,000 to CITY. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and shall end on March 31, 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 Rev. date: 1/30/14 incur additional obligations under any provision of this Agreement without the prior written consent of the other. 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 r—aced for or relating to the performance of its duties under this Agreement shall be p 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. 8. 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. Rev. date: 1/30-14 4. If it employs any person, CONTRACTOR shall maintain worker's 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. By execution of this Agreement, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. 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. 6. 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. 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. Rev. date: 1/30:14 4 8. 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. 9. 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 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 Rev. date: 1 30 14 5 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. 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. Rev. date: 1 `30114 6 16��C�711M�i�.� 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: 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 Schultz Principal R3 Consulting Group, Inc. 2600 Tenth Street, Suite 424 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. Rev. date: 1'30 14 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 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. Rev. date: 1/30/14 8 CITY OF SAN RAFAEL �- �Ct4--- JIM S TZ, ity Mht ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT - g Rev. date: 1 30 14 CONTRACTOR By: Name: Title: S f �'l 'c IF(e' P� RAF,q� a 2 � y0 ,lYWITH p'el`h CONTRACT ROUTING FORM r RECEIYEC OCT 2 7 201 {c L- Vit,tyis CITY ATTORNEY 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 5/8/2017 ❑x 9/29/2017 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org ❑x 2 City Attorney a. Review, revise, and comment on draft agreement 10/4/2017 ❑X LAG and return to Project Manager 10/4/2017 ❑X LAG b. Confirm insurance requirements, create Job on Project Manager PINS, send PINS insurance notice to contractor 10/17/2017 3 Forward three (3) originals of final agreement to ❑x Project Manager contractor for their signature N/A CB 4 When necessary, * contractor -signed agreement agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 10/16/17 CB Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City 5 Project Manager Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed �a/31 agreement 17 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by Council authorized official 9O/3/ 17 8 City Manager/ Mayor City Clerk 9 Attest signatures, retains original agreement and forwards copies to Project Manager CONSULTING GROUP, INC. EXHIBIT Z3 RESOURCES • RESPECT- RESPONSIBILITY www.r3cgi.com 1512 Eureka Road, Suite 220, Roseville, CA 95661 2600 Tenth Street, Suite 424, Berkeley, CA 94710 Tel: 916-782-7821 1 Fax: 916-782-7824 Tel: 510-647-9674 627 S. Highland Avenue, Suite 300, Los Angeles, CA 90036 Tel: 323-559-7470 August 11, 2017 Marin Franchisors' Group Cristine Alilovich, Assistant City Manager, City of San Rafael, Cory Bytof, Sustainability & Volunteer Coordinator, City of San Rafael Pat Echols, Assistant Director, County of Marin Susan McGuire, Administrative Services Manager, Las Gallinas Valley Sanitary District Dan Schwarz, City Manager, City of Larkspur Joe Chinn, Town Manager, Town of Ross Subject: Proposal for Detailed Rate Review of Marin Sanitary Services Dear Marin Franchisors' Group: R3 Consulting Group, Inc. (R3) is pleased to submit the attached proposal to the Marin Franchisors' Group (cities of San Rafael, Larkspur, and Ross, the County of Marin, and the Las Gallinas Valley Sanitary District) to conduct a detailed rate review of Marin Sanitary Services (MSS). This detailed rate review will establish MSS' revenue requirement under the proposed new rate setting methodology currently being completed by R3. As such, the primary purpose of this review will be to ensure that the forecasted costs of MSS operations are reasonable, with a key focus on excluding costs that are not reasonable for inclusion in the rate setting process. I, Garth Schultz, am Principal -in -Charge at R3's Berkeley office and will serve as project manager and point -of contact. R3 Principal William Schoen will serve as lead project analyst for this engagement. We are both currently leading the Rate Methodology Review for the City / Marin Franchisors' Group, and have assisted multiple jurisdictions throughout California with financial analysis projects, including detailed rate reviews, most recently for the City and County of San Francisco. We will be supported by R3 Senior Project Manager David Siddiqui, and R3 Senior Project Analyst Emily Ginsburg and other qualified R3 staff, as necessary. We appreciate the opportunity to submit our proposal to the Marin Franchisors' Group. Should you have any questions regarding our proposal, or need any additional information, please contact me by phone at (510) 292-0853 or by email at gschultz@r3cgi.com. Sincerely, R3 CONSULTING GROUP Garth Schultz I Principal Marin Franchisors’ Group August 11, 2017 Proposal for Detailed Rate Review of Marin Sanitary Services Page 2 of 9 Background In 1995, the cities of San Rafael and Larkspur, the Town of Ross, the Ross Valley and Las Gallinas Valley Sanitary Districts, and the County of Marin (the Franchisors’ Group) adopted a new methodology that would be used to set MSS’ rates for refuse collection and disposal, as well as recyclable and yard waste collection and processing. The methodology is based on a detailed review (performed every three years) with summary reviews (based largely on the detailed review, the use of indices, and the review of a few key matters such as revenues and disposal costs) during the intervening years. In 2002, MSS was awarded the franchise to provide services to the Town of San Anselmo. Also in 2002, MSS was awarded the franchise to provide services to the north area of the Ross Valley Sanitary District. In 2004, MSS acquired the Fairfax franchise. These expansions of service, and the need to allocate MSS’ costs among the Franchisors’ Group and these new jurisdictions, increase the importance of proper allocation of MSS’s costs among the jurisdictions to ensure that the Franchisor’s Group is not paying a share of the costs to service San Anselmo, Fairfax, and the north area of the Ross Valley Sanitary District. In 2005, customers that were in the Las Gallinas Valley Sanitary District franchise area were integrated into the customer base of the City of San Rafael. In 2012, the Franchisor’s Group engaged HF&H to assist in the negotiations with MSS to revise the Contractor’s Revenue Requirement and Rate Adjustment methodology. Significant revisions included documentation of: 1. Procedures that had been agreed to by MSS and the Franchisor’s Group over the years but not documented; 2. Related-party fees and how they will be adjusted in the future; 3. Additional reporting to be submitted with the rate adjustment applications; and 4. Procedures to develop a reserve for diversion programs by sharing in Marin Resource Recovery Association’s net revenues (net recyclables processing revenues). The last detailed rate review was conducted in 2015 for purpose of setting the rates that became effective on January 1, 2016. Earlier this year, the Franchisor’s Group engaged R3 to simplify both the detailed rate review and indexed rate review process. That work is currently ongoing, and revisions to the current Rate Adjustment Methodology have not been finalized. For purposes of preparing our proposal, we have generally followed the current Rate Adjustment Methodology. Any agreed upon changes to that methodology will be accounted for through appropriate revisions to our Scope of Work below. That Scope of Work also includes an additional task that involves working with MSS to assign and allocate its FY 16 financial statement revenues and expenses by line of business in support of the ability of the Franchisors’ Group to consider setting cost of service rates, should they wish to do so. Scope of Work Our scope of services is comprised of the following tasks: Task 1 Kick-off Meetings/Preliminary Application Review Task 1A Kick-off Meeting with the Franchisors’ Group R3 will meet with the Franchisor’s Group to confirm our understanding of the engagement, timing and identify issues from the perspective of the Franchisors’ Group. Marin Franchisors’ Group August 11, 2017 Proposal for Detailed Rate Review of Marin Sanitary Services Page 3 of 9 Task 1B Kick-Off Meeting with MSS R3 will meet with MSS to receive MSS’ Application and a presentation by MSS of the major matters leading to any rate adjustments. Our project budget assumes that this Task 1B will be held immediately following the Task 1A Kick-off Meeting with Franchisors’ Group, and that MSS’ Application and all supporting schedules will be provided in Excel format. We also request that MSS provide an Excel version of its line item general ledger. Task 1C Completeness and Compliance Review Upon receipt of the Application, R3 staff will test the current Application for compliance with the current procedures. We will seek explanations for any unusual findings and we will inform MSS of any matters that come to our attention leading us to believe the Application is either not in compliance or is inconsistent. Task 1D Mathematical Accuracy and Logical Consistency Review R3 staff will test the mathematical accuracy of all of the tables contained in the Application. We will verify that the Application is internally consistent and that any summary schedules agree to the supporting schedules or worksheets. We will seek explanations for any unusual findings and we will inform MSS in writing of any matters that may come to our attention that lead us to believe that the Application is not mathematically correct or logically consistent. Task 2 Review of Forecasted Cost of Operations Task 2A Review of Expenses We will test the following expenses for reasonableness based on historical trends, consistency with operating data, and consistency with management’s plans: 1. Wages and salaries; 2. Benefits expense; 3. Workers compensation expense; 4. Disposal expense; 5. Commercial mixed waste processing expense (See Task 2B); 6. Organics processing expense (See Task 2B); 7. Recyclable materials processing expense; 8. Adjustment for Non-Franchisors’ Group entities transfer/transport expenses (see Task 2C); 9. Fuel and oil expense; 10. Equipment and vehicle expense; 11. Depreciation/lease expense; 12. JPA Fees; and 13. Other operating / general and administrative expense. R3 will review individual transactions to ensure non-allowable costs, including non-allowable related party transactions, have been excluded from the 2018 forecasted annual cost of operations. We will seek explanations for any unusual findings and we will inform MSS of any adjustments that we believe are necessary to these estimated and projected expenses to ensure that the expenses are reasonable. Task 2B Review of Commercial Mixed Materials Processing Rate and Organic Materials Processing Rate Our Review of Expenses will include a review of MSS’ calculated commercial mixed waste processing expense and organics processing expense to determine if it was calculated in accordance with the rate setting methodology. Marin Franchisors’ Group August 11, 2017 Proposal for Detailed Rate Review of Marin Sanitary Services Page 4 of 9 Task 2C Review of Non-Franchisors’ Affiliate Transfer and Transport Adjustment Our Review of Expenses will include a review MSS’ calculation of the adjustment for non-Franchisor’s Group entities transfer/transport expenses. Task 2D Review Allocation Methodology R3 will review the methodology used by MSS to allocate operating expenses to the individual jurisdictions to ensure consistency with the compensation methodology. We will seek explanations for any unusual findings and will inform MSS of any adjustments that may come to our attention that we may believe are necessary to the estimated and projected expenses. Task 2E Review Management Salaries R3 will review the management salaries to determine the allocation to the operations of the Franchisors’ Group is reasonable based on a time study provided by MSS, and that overall compensation is reasonable based on similar positions in the industry. In advance of submitting its Application, we request that MSS review and update its time study used for its management salaries allocation. Task 2F Variance Analysis As part of its Application, R3 requests that MSS prepare a variance analysis of its actual 2016, estimated 2017, and forecasted 2018 annual cost of operations by developing a variance analysis, with an explanation for significant variances between periods. R3 will then review that analysis and assess the reasonableness of significant variances. Task 2G Review Profit Calculation R3 staff will calculate the allowed profit using a 90.5% operating ratio applied to the forecasted annual cost of operations, as the forecasted annual cost of operations submitted in the Application may be adjusted. Task 3 Review of Rate Adjustment Factor The Rate Adjustment Factor equals the Total Contractor’s Revenue Requirement for the coming Rate Year divided by the Gross Rate Revenues. The Rate Adjustment Factor is determined using the projected contractor compensation based on the projected costs of operations and profit, projected pass-through costs, and projected revenues. Task 3A Review Revenue Projection R3 will review and verify the accuracy of the MSS projected rate revenue at current rates. We will verify the calculation has been done in accordance with the methodology outlined in the agreement. Task 3B Review Non-Rate Revenue R3 staff will review non-rate revenue for consistency and reasonableness. We will seek explanations for any unusual findings and inform MSS of any adjustments that may come to our attention that we may believe are necessary to these estimated and projected revenues. Task 3C Review Calculation of Rate Adjustment Factor R3 staff will recalculate a Rate Adjustment Factor, as the forecasted annual cost of operations and projected revenues submitted in the Application may be adjusted based on our review. Marin Franchisors’ Group August 11, 2017 Proposal for Detailed Rate Review of Marin Sanitary Services Page 5 of 9 Task 4 Review of New Programs R3 staff will review MSS’ cost projections and anticipated rate impact for any anticipated new programs in the coming rate year. Task 5 Survey of Comparable Rates We will compile rates currently in effect in other municipalities in Marin County, as well as neighboring jurisdictions in other counties. Our project budget assumes that MSS will provide complete rate schedules for all of its franchisor and non-franchisor franchised operations as part of this Task. Rates will be presented as reported for each jurisdiction without any adjustments for franchise fees, services or other factors that my impact the rates. Task 6 Review of the Calculation of Reserve Fund Balance R3 will review MSS’ calculation of the increase or decrease to the reserve for future diversion programs in accordance with the procedures developed in 2012. Our findings will be summarized in our Task 8 Reports. Note: The specific handling of the Reserve Fund may be revised pending R3’s current work to simplify the Rate Adjustment Methodology and address the current Reserve Fund shortfall. Task 7 Cost of Service Analysis In conjunction with our review of MSS’s Application, R3 will work with MSS to prepare a cost of service analysis for its FYE 2016 Revenues and Expenses by residential, commercial, roll-off and/or other lines of business (LOBs), and by solid waste, recycling and organic services within each of those LOBs as applicable. Our project budget assumes that MSS will develop appropriate assignments and allocations of revenues and expenses among the agreed upon LOBs, with the associated allocation factors clearly noted. R3 will review those allocations and the allocation methodologies (factors) for reasonableness and confer with MSS as appropriate for purposes of developing a final agreed cost of service allocation by LOB. Task 8 Communication of Results Task 8A Review of Preliminary Findings with MSS R3 staff will meet once with MSS management to discuss the preliminary findings from our review and receive additional information from the Company that may revise our findings. Task 8B Initial Draft Report R3 staff will draft an initial report based on the results from the above meeting and will provide it to MSS management for review. We will subsequently confer with MSS management to discuss its comments regarding our initial draft report. Task 8C Final Draft Report Based on the above meeting, R3 will make any appropriate revisions to our initial draft report and present a Final Draft to the Franchisor’s Group. We will then confer with the Franchisor’s Group to discuss its comments regarding our Final Draft Report. Marin Franchisors’ Group August 11, 2017 Proposal for Detailed Rate Review of Marin Sanitary Services Page 6 of 9 Task 8D Meetings R3 staff will prepare for and attend up to three (3) informational meetings as requested by members of the Franchisors’ Group. Task 8E Final Report Based on the comments from the Franchisors’ Group, we will amend the Final Draft Report and issue our Final Report. Task 8F Presentation of Findings R3 will present our findings at one meeting for each of the members of the Franchisor’s Group. Limitations Every approach to an engagement is limited in its scope. The following are the major limitations regarding our proposed scope of work:  R3 reserves the right to conduct portions of our analyses off-site of MSS’ offices, as we deem appropriate.  Our project budget assumes that MSS Application, supporting documentation, including general ledger, and follow-up requests for information will be provided electronically, in Excel format (as applicable), in a complete and organized manner.  Our project budget assumes that Task 1B will be held immediately following the Task 1A Kick-off Meeting with Franchisors’ Group, and that MSS will provide the Task 2F Variance Analysis along with its Application. It also assumes that MSS review and update, as appropriate, its time study used for its management salaries allocation, and that MSS will provide a complete accounting of individual officer and management salaries and benefits (e.g., company cars, expense allowances etc.), in support of Task 2E – Review Management Salaries.  The scope of work described above is different from an audit of financial statements performed in accordance with Generally Accepted Auditing Standards, which is performed by MSS’ auditor.  We will perform the tasks presented above in a manner that will allow us to achieve the objectives of the review in a cost-effective manner. We will rely on MSS’ auditor with regard to matters related to MSS’ internal controls.  We will conduct our review in accordance with the Contractor’s Compensation and Rate Adjustment Methodology adopted by the Franchisors’ Group, with adjustments to reflect agreed upon changes to that methodology resulting from R3’s current work with the Franchisors’ Group and MSS to simplify that methodology.  The Rate Adjustment Methodology includes the review of MSS management’s projection of the future results of operations. We will review these projections for reasonableness and propose adjustments, as appropriate. We accept no responsibility to update these adjusted projected results after the date of our report. Additionally, the projections result from assumptions regarding future events and management’s planned response to them. Frequently, future events do not occur as anticipated and the difference can be material.  Our scope of work and budget does not include modifications to rate structures of any of the individual Franchisors’ Group members. If any member of the Franchisor’s Group would like us Marin Franchisors’ Group August 11, 2017 Proposal for Detailed Rate Review of Marin Sanitary Services Page 7 of 9 to perform modifications to their rate structures, we would be pleased to do so based on arrangements made with the requesting Franchisor.  Our scope of work and budget includes one (1) presentation to the governing bodies of the Franchisors’ Group. If additional meetings are requested, we would be pleased to do so based on arrangements made with the requesting Franchisor. Schedule Table 1 below includes the tentative project schedule, which is subject to change. Table 1 Tentative Schedule Key Task Completion Date MSS Submits Application TBD Kick-Off Meeting with Franchisors’ Group/MSS Week 1 R3 Commences Field Work Week 1 R3 Completes Field Work Week 7 R3 Reviews Results with MSS Week 8 R3 Provides MSS Draft Report Week 9 MSS Provides Comments on Draft Report Week 10 R3 Presents Draft Report to Franchisors’ Group for Comment Week 11 R3 Presents Final Report Week 12 Board / Councils Receive Report and Adopt Revised Rates As scheduled Rates Effective TBD Marin Franchisors’ Group August 11, 2017 Proposal for Detailed Rate Review of Marin Sanitary Services Page 8 of 9 Proposed Cost R3 initially proposes to complete our proposed scope of work for a total, not-to-exceed amount of $88,090. The project cost includes labor, travel, and project expenses. We would be happy to discuss changes to our scope or budget as may be needed to align with the needs of the Franchisors’ Group. Table 2 Project Cost Principals Senior Project Manager Senior Project Analyst Associate Analyst 205$ 185$ 145$ 120$ 1 24 4 24 0 $9,140 52 2 60 80 80 0 $38,700 220 3 2 2 10 0 $2,230 14 4 12 4 12 0 $4,940 28 5 0 4 0 8 $1,700 12 6 Review of Calculation of Reserve Fund Balance 8 4 8 0 $3,540 20 7 Cost of Service Analysis 4 8 16 0 $4,620 28 8 Communication of Findings 60 12 60 0 $23,220 132 Total Hours 170 118 210 8 506 Total Cost (1)34,850$ 21,830$ 30,450$ 960$ 88,090$ (1)Includes all expenses Task Cost Hours Kick-Off Meeting / Preliminary Application Review Survey of Comparable Rates Review Forecasted Cost of Operations R3 Consulting Group Review of Rate Adjustment Factor Review of New Programs Marin Franchisors’ Group August 11, 2017 Proposal for Detailed Rate Review of Marin Sanitary Services Page 9 of 9 Billing Rates Table 3 R3 Hourly Billing Rates Category Hourly Rate Principal / Project Director $205 per hour Senior Project Manager $185 per hour Project Manager $160 per hour Senior Project Analyst $145 per hour Project Analyst $135 per hour Associate Analyst $120 per hour Administrative Support $100 per hour REIMBURSABLE COSTS Consultants/Subcontractors Cost plus 10% Lodging and meals Direct cost Travel — Private or company car $0.535 per mile Travel — Other Direct cost Delivery and other expenses 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.