HomeMy WebLinkAboutCC Resolution 13313 (HF&H Refuse Rate Review)RESOLUTION NO. 13313
RESOLUTION AUTHORIZING CITY MANAGER TO ENTER INTO A
CONTRACT WITH HF AND H CONSULTANTS, LLC IN AN AMOUNT NOT TO
EXCEED $59,000 FOR WORK ON REFUSE RATE METHODOLOGY REVIEW
FOR THE CITIES OF SAN RAFAEL & LARKSPUR, TOWN OF ROSS, LAS
GALLINAS SANITARY DISTRICT AND ROSS VALLEY -SOUTH
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:
The CITY MANAGER and CITY CLERK are authorized to execute, on behalf of the City of San
Rafael, an agreement with HF& H Consultants for refuse rate methodology review, in a form to be
approved by the City Attorney. The agreement shall be for an amount not to exceed $59,000, the
terms described in the March 7, 2012 HF&H Consultants, LLC Proposal attached hereto as Exhibit
A and incorporated herein by reference.
1, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the City Council
of said City held on Monday the 19" day of March, 2012, by the following vote, to wit:
AYES: COUNCILMEMBERS: Connolly, Heller, Levine, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
;_ M
AEFUSE RATE METHODOLOGY REVIEW FOR THE CITIES OF SAN RAFAEL AND
LARKSPUR. TOWN OF ROSS, LAS GALLINAS SANITARY DISTRICT.
AND ROSS VALLEY -SOUTH
This Agreement is made and entered into this 20th day of March, 2012. by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"", and HFH Consultants, LLC 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 Sanitary District (hereinafter "FRANCHISORS GROUP") have
similar franchise agreements with Marin Sanitary Services: and
WHEREAS, the City of Larkspur. the City of San Rafae�, the Tcwn of Ross, the County of
Miant, and the Las Gallinas Sanitary District have utilized a jointly sponsored program to conduct
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 work on a refuse rate methodology review;
NOW, THEREFORE, the parties hereby agree as follows:
A. CITY. The City Manager shall be the representative of the CITY for all
purposes !under this Agreement. Stephanie Lovette. Economic Development Manager, is
hienetv designated �Ih�= PROJECT MANAGER for the CITY, and said PROJECT MANAGER
- I the
shale SLI[JeNfise all aspects of the progress and execution of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have Ovgall ,-esponsibiliv-, for f -he orrig,ress and Inxecu,tion of thiE� Aar�_-,;_� I
_menf for
CONTRACTOR. Ftp rt Htltor, Pr-sside�,4,, :s he� �zlov dns -Ina-,,:_�d as rdha PROJECT Dl11R-E'CT0R
0 nr :,L n s suk�s&q; en,= exe. +� n o ,s
circjmstances c CLtc
cr CONTRACTOR.
Agreement require a substiTLIte PROJECT DIRECTOR for any reason. the CONTRACTOR shall
notify the CITY within ten (1 0) business =days of the sUbst;tufion.
2. DUTIES OF CONTRACTOR
f PON, �� 11 fr. - i
CONTRACTOR shall perform 411he dijtes and -r � id� services as 1 -des -r" ed- in
hetein,
Exnihiavl ched am -1 d h
RIG-_
3. DUTIES OF CITY
CITY shall cooperate with CONTRACTOR in his performance under this
agree: neat and shall compensate CONTRACTOR as provided herein.
4. COMPENSATION
For the full performance of the services described herein 10 y
CONTRACTOR, CONTRACTOR shall be compensated in an amount NOT to exceed $59,000,
including the cost of local business license taxes as described in Section 20."
TERM OF AGREEMENT
The term of ,his Agre-ement shall commence upon the date Of execution of this
agreemert and shall end on December 31, 201Z The CITY reserves the right to extend the
term of this contract for one year at the discretion of the City Manager, and without further City
Council action..
TERMINATION
k 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 ten (10)
days written notice mailed or personally delivered to the other party, and the notified party's
failure to cure or correct the CiLfse of the termination nctice. to the reasonable satisfaction of the
party giving such notice, within thirty (30) days of the receipt of said notice.
C, Effect of Termination. Upon receipt of notice of termination, neither party,
shall incur additional obligations under any plovision of this Agreement without the ;prior Written
consent of the other,
i i
D. Return of Documents. I p n ly I -
U on terrnination. an-, and ail CITY rocuments or
materials pro`k/lded to CONTRACTOR and ani. and all of CONTRACTOR'S doCt-JillentS
" r
descriteld in paraqraph tek-Al, shall be IeWere 'o CITY as soont as pr;ssib'eLit ;fit lat�-Zt-
.
H
fl -tan th:� .K) days after tte3-� r:-M!Otl.
F F DOCUP,ilf`[�- T"
i
-
atena�s vepared by +! e CONTRACTOR iri
The written d-`(DciJmens arid rn
r
c C In n e ctl: C, i-: �jvi t h pet-formance of 'Its Jlj+ies under, tt, s Aareeme shall be the sole property of
CITY. CITY may use said pr perty for any purpose, ;--ii
to fn'-�Lroinaj-
pro�,----cts not contemplatec! by this
Agreement.
HOWIM
Upon reasonable notice. CONTRACTOR shall make available to CITY, or its
agent, for inspection and audit, all documents directly related to CONTRACTOR's performance
L
of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in
any such audit or inspection.
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. Durino the term of this Agreement, CONTRACTOR shall maintain, at no
expense to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum
amount of one million (S1.000,000) dollars per OCCUrrence for death.. bodily injury, personal
injury, or property damage;
2. An automobile liability (ovined. non -owned. and hired vehicles`,
insurance policy in the minimum amount of one million (S1 .000,000) dollars per occurrence:
3. If any licensed professional performs any of the set -vices required to
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be performed under this Agreement, a professional liability insurance policy in the miniMUrn
amount of one million lS1.000.000'i, dollars to cover any claims arising out of the
CONTRACTOR's performance ot4. services unde3 this Agreernlent.
B. The insurance coverage required of the CONTRACTOR by section 10. A.,
shall aiso, meet the follovving. requirements,
1. The insurance, shall be primary vviflh respect to any insurance oi-
coverage rinaln"ained by CITY or other entities in the FRANCHISORS� GROUP and shaill not calt
y L, Lit"
u,cor any in.surarlce or cc,,te, rage maintained [Dy CITY or other entities in the FRANCHISORS
GROUP lo;, ary con4rlbiuticnr
Pi: or pnotessiorial liabilitv inst irance. ti�e policies shall'
Exc4
be endorsed foo contractua' liability ,-and personal 'Injury:
3 Except for professional liability insurance. the ins ira nce policies shall
be specifica!i\ endorsed tIC include the CITY, and ether enfit'es in ttie FRANCHISORS' GROUP,
IT S Lt;
agen4s, �mpicavees an volunteers as additionMy narned ;nsurleds under th-
thei�
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4. CONTRACTOR shall provide to PROJECT MANAGER. (a)
Certificates of insurance evidencing the insurance coverage required herein. and (b) specific
endorsements naming CITY. and other entities in the FRANCHISORS' GROUP, their officers.
agents, emploVess and volunteers as additional insureds under the policies;
5. The insurance policies shall provide that the inst 'irance Carrier shall
not Cancel. terminate or otherwise modify the terms and conditions of said insurance policies
except ucon thirty (.3011 days written notice to CITY's PROJECT MANAGER
6. If the insurance is written on a Claims Made Form, then, following
termination of this Agreernent. said insurance coverage shall survive for a period of not less than
five years-,
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insurance policies shall on -vide for a retroactive date of
The insur, - retroactive
placement coinciding with the effective date of this Agreement;
8. PROJECT MANAGER and the City Attorney shall approve the
insunamce as to form and stiff icic-n'.�,
C. It it employs any per -son, CONTRACTOR shall maintain worker's
compensation and employer's liability insurance. as required by the Mate Labor Code and other
applicable laws and regulations. and as necessary to protect both CONTRACTOR and CITY
against all liability for injuries to CONTRACTOR's officers and employees.
D, Any deductibles or self-insured retentions in CONTRACTOR's insurance
policies must be declared to and approved by the PROJECT MANAGER and the City Attorney.
H
At CITY's option, the deductibles or self-insured retentions with respe,.-.t to CITY shaH be reduced
or eliminated to CITY's satisfaction. or CONTRACTOR shall prOcUre a bond guaranteeing
payment of losses and rafted investigations. claims adrininistration,. attorneys fees and defense
e XP e r i's ev s
11. INDEMNIFICATION
CONTRACTOR shaii kndemnify. re.11.8'a'Se. defE-nd and hold harmless CITY. and
othei, entities in thie FRANCHISORS' GROUP, 'heir ofcers, agents, ano ;,olijnteers
cia�nist any lcia'rn, demand. suit.
fess.or
d y k Ind
experisl-2_ can
it ciudinci
arisling cor ,,,r
re-sultuing in',
an-,/ irt
v�dlioi`e or from anv
ac:ts o!-
It .k.
I S i nS, fni'm al r - r�
-f CONTRACTOR
o� CONTRA%GTOR's
e- -S a n a,
1, � � i � 6 P i:3, 1, 1
n �O`MFu i
oyees
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fl�
iJl b�igaJ -ns
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; C2, er '�h�s
I _ION
12, NON DISCR,101 M I NA71 , 14
CONTRACTOR shalle nci d:scriminate. in anyivay, against any person on the basis
gir or disab ... �V
of ane. sex. race. color, religion. an-estry. nati� nal cri ' n vvrt h o, r
zj - � �, - !2 L in conn&'Tlo
re;ated tC fher�no' ts 1-1t;t_t--cz and obl' S r-71 e n
�n. of i dub uriaer this .ogre-
11 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, and other entities in the FRANCHISORS' GROUP,
their 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.
CITY and CONTRACTOR do not intend. by any provision of this Agreement. to
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create in any third party. any benefit or right owed by one party., under the terms and
of this Agreement, to the other party.
4 r,
I "'. 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:
TO CITY: Mr- Jim Schutz, Assistant City Manager
City of San Rafael
1400 Fifth Avenue
P. 0. Dox 1-1--1566
San Rafael CA 949"15-1560
TO CONTRACTOR: Mr, Rober+ D. Hilton. President.
HF&H 11-3onsu'I'Lants, LLC
2C, I No Civic Deive. & ti 'a 230
V%/alnult Creek, CA 94596
!,-�LEDE-PENDENT, -0' TRACT(,`
For the purposes. an'd for the duration, of this Agreement, CONTRACTOR, its
,oft!cers. agents and er-riplovees shall act in the capacity of in Independent Conti "3,-,+'cr. and not
as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status
of CONTRACTOR. its officers, acentS and em,-;IcVees be that ofan independent Contractor and
no+ tha' air empicyee of CITY.
* I
11 � H I 21�.I liiihlic� iiiiiiiiiaIsiia 11
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 mat
the respect to subject ter of this Agreement,
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B. This written Agreement shall supersede any and all prior agreements. oral
or written. regardinq 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 net be altered or modified
1
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 do-_Uments expressly incorporated
by reference, the terms and conditions s of this Agreement shall control.
18. WAIVERS
The waiver by eithel, 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, performanc-e. or other consideration
which may becorne 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 terra. condition, covEll-narlt of this
Agreement tor any applicable law, ordinance cr regUl-ti0n.
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-4 , 'AND ATTORNEYFEES,
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i �J COST'- t . -
The prevailing party in any action brriught to einforlCe the tern -is and conditions of
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th'Is Agreenle-n. cr arising g out of the, performance tit f is Agreement, may, rev cover its reason a I.
osts Jn1chiCina admiti_ trraticn)! an,!d a+.ornlev's fees expenriel, 1rt ccniner.lion vviti-i sUch
a c- t i0t!
- I L I t_, €r..€r..:r
20� CIFiFY BUI
ISNE&_- - i I-ENSE.'OTH--I I !ER TAMES
CONTRACTOR shall oo"ain an- mc` intailln di -P na te clu, `on o' this Acireerne,t. a
CITY business iicense as required by the San Rafael Municipal Code. CONTRACTOR shat'! pay
any: and all state and federal taxes and any other appilicabie taxes. CONTRACTOR's taxpayer
identifiCatic.n number is 94-3097242, an, -,,j CONTRACTOR cerltifieS Under perialt\ of perjury tl al
said taxpayel, identifFcation number is Cci,rect.
21. 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
City Manager
ATTEST:
City Clerk
Lip
-'L 0
City Attorney
HF&H CONSULTANTS, LLC
By:
Name: i v.
V
Title:
T._.i.:i.:, n
201 N. Civic Drive, Suite 230
Walnut Creek, California 94596
Telephone: 925/977-6950
Fax: 925/977-6955
www.hfh-consultants.com
March 7, 2012
Mr. Jim Schutz
Assistant City Manager
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94915-1560
Managing Tomorrow's Resources Today
Subject: MSS Franchisors Group Rate Methodology Review and Renegotiation
Dear Mr. Schutz,
Robert D. Hilton, CMC
John W. Farnkopf, PE
Laith B. Ezzet, CMC
Richard J. Simonson, CMC
Marva M. Sheehan, CPA
HF&H is pleased to provide this proposal to assist the Franchisors Group and Marin Sanitary Service
(MSS) in the review and renegotiation of the current rate adjustment methodology and rate structure.
Our proposal provide the background giving rise to the need for this engagement, the objectives of the
parties, our scope of work, fee estimate and schedule. These have been developed based on discussions
with you and representatives of MSS.
The current rate adjustment methodology was agreed to as part of an agreement between franchising
agencies and MSS and therefore cannot be unilaterally revised but requires agreement by both parties.
The current methodology that was created in 1995 and reviewed in 2001 is comprised of detailed cost of
service analysis every three years with an index adjustment in both the intervening years.
Until recently, the methodology was perceived to be working effectively. It produced modest rate
adjustments which have averaged 4.6% over the past fifteen years (compared to the weighted average
change in CPI based on expense categories of 3.31%), despite new programs (such as dual stream
recyclables collection and the separate collection and diversion of green waste with residential food
waste) , regulatory changes (such as CARB regulations requiring replacement of MSS's collection fleet)
and increasing local fees (e.g., franchise fee increases, establishment of vehicle impact fees and street
sweeping costs approved by the respective jurisdictions in the refuse fee).
Beginning in 2008, the national economic recession and the success of recycling and diversion programs
have resulted in a decrease in commercial customer subscription accounts and service levels causing a
decline in revenues. The current "Pay as You Throw" rate structure, which does not charge for recycling
and diversion services but instead charges only for garbage service, has contributed to the need for rate
increases as garbage subscription levels have declined.
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Nwr Managing Tomorrow's Resources Today
Mr. Jim Schutz
March 7, 2012
Page 2 of 8
Despite the new programs, regulatory changes, the economy and the "Pay as You Throw" rate structure,
MSS rates continue to be relatively low when compared to comparable rates in Marin County and
throughout the Bay Area. However, the unexpected timing of these factors has caused rate adjustments
to fluctuate from year to year.
There is a desire on the part of the Franchisors Group and MSS to review and, as appropriate, revise the
compensation and rate adjustment methodologies and the current rate structure adopted nearly 20
years ago.
•' f
A number of objectives for the review have been identified by the Franchisors Group, MSS and the
Public. The major areas are:
• Minimizing year to year fluctuations in rate adjustments.
• Anticipating future costs and managing rate adjustments to minimize fluctuations in rates.
• Achieving transparency and industry standard pricing of transactions between MSS and other
companies it owns in whole (recyclables processing) or in part (green waste processing).
• Revising the "Pay as You Throw" rate structure to minimize fluctuations in revenues and
subsequent rate adjustments as less garbage is "thrown—away".
• Revising the "Hill Rate" charge so that the criteria applied is easily understood by customers.
• Providing incentives to the customer and MSS to divert more material and achieve the goals of
the Zero Waste Plan adopted by the JPA.
• Providing an incentive for MSS to reduce costs.
In developing an approach to the achievement of the franchisor's group and MSS' objectives, we have
been guided by the following considerations:
• The review of and any changes to the compensation and rate setting methodology requires
consent of both the Franchisors Group (collectively and individually) and MSS. Also, the
revision to the current methodology requires MSS sharing its knowledge of its operations and
financial results as well as its knowledge of industry practices related to these matters.
Therefore, MSS must be an integral part of the process.
• Many of the representatives to the Franchisors Group are relatively new to these issues and do
not have a detailed understanding of the current methodology or the range of industry practices
Mr. Jim Schutz
March 7, 2012
Page 3 of 8
Managing Tomorrow's Resources Today
common to these matters. Therefore, an important component of the approach must be to
inform the Franchisors Group of the risks, incentives and disincentives inherent in the current
and alternative methodologies in preparation for discussions with MSS.
• Changes to the methodology must be identified, agreed to, documented and approved by the
cities, district and County in time to be incorporated into the next rate adjustment process that
begins in August (just five months from the likely start date). Therefore, the process must begin
in March and be completed by the end of June (allowing 4 months to perform the review) to
allow approval in July.
• It will be important to communicate to elected officials the need for and changes to be made to
the current methodology, in order that they will receive timely approval by the councils and
boards.
Our scope of work is comprised of gathering, analyzing and presenting information with which to inform
the Franchisors Group and facilitate the identification and evaluation of alternatives.
UP.M310 10
i
In order to provide a factual basis for discussion to the issues that have arisen, HF&H will obtain
documentation and information from MSS, analyze that material and prepare an independent expert
opinion regarding the following:
Task is
Compare the Franchisor's Group agreements as they relate to incentives for the achievement of Zero
Waste goals to the Fairfax and Novato agreements, JPA's model agreement, franchise agreements from
cities with Zero Waste goals (e.g., Mountain View, Palo Alto, San Jose, Sunnyvale,) as well as
arrangements between the City of San Francisco and its solid waste service provider. The comparison
will highlight potential modifications to the Franchisor's Group agreements as well as HF&H's innovative
suggestions based on best industry practices to maximize the achievement of Zero Waste goals (e.g.,
services, incentives and compensation) for consideration and discussion between the Franchisor's Group
and MSS.
Task ib
Document the past ten years' rate adjustments by agency and corresponding programmatic regulatory
or economic changes to revenues and costs causing the adjustments. While the factors giving rise to
Mr. Jim Schutz
March 7, 2012
Page 4 of 8
Managing Tomorrow's Resources Today
rate adjustments are documented annually, there is no summary documenting the rate adjustment
trends and the factors giving rise to those trends. Through this analysis, the absolute amount of rate
adjustments and their year-to-year fluctuation can be better understood and guide an understanding of
the results of the current methodologies and rate structure, which will lead to a better informed
identification of problems and solutions.
Task is
Document the future five to ten 10 years of anticipated building and equipment replacement costs and
potential costs resulting from new programs, regulatory changes and economic conditions. A revision to
the current methodology that provides consideration of future costs and revenues in the setting of rates
may help to reduce the volatility of rate adjustments. By working with MSS to identify and document
currently anticipated future costs and revenues, we can document the opportunities and limitations of
such projections.
Task id
Summarize the current compensation adjustment methodology and up to three alternative
compensation adjustment methodologies (reflecting statewide industry practices) and compare and
contrast them as they relate to:
• Rate volatility
• Transparency including ability to determine cost of service by agency (both inside and outside of
Franchisors Group) and line of business (e.g., residential, commercial, roll -off)
• Incentives for MSS to minimize costs and increase diversion
• Risk and reward during good and bad economic conditions
• Support of Zero Waste goals
• Proposition 218 and 26 compliance
• Administrative effort and cost
This comparative analysis will help to inform the Franchisors Group and MSS about the current
compensation and rate adjustment methodology and alternatives to that methodology. This may lead
to a new methodology or adjustments to the current methodology to further the objectives of the
Franchisors Group and MSS.
Mr. Jim Schutz
March 7, 2012
Page S of 8
Task le
Managing Tomorrow's Resources Today
Summarize current and up to three additional rate structures (e.g., San Francisco, Fresno, Sunnyvale)
and rate adjustment methodologies that incentivize the achievement of Zero Waste goals and compare
and contrast them as they relate to:
• Rate stability
• Incentives to customers to achieve Zero Waste goals
• Risks and rewards during good and bad economic conditions
• Support of Zero Waste goals
• Proposition 218 and 26 compliance
• Necessity of changes in municipal ordinances (e.g., prohibition of disposing of recyclables and
organic materials)
• Public understanding of basic structure and any other charges (e.g., hard to serve)
This comparative analysis will help to inform the Franchisors Group and MSS about the current rate
structure and alternatives to that methodology. This may lead to a new rate structure or adjustments to
the current rate structure to further the objectives of the Franchisors Group and MSS.
Task are for, Facilitateand DocumentMeetings:
In order to identify and agree upon desirable changes to the current compensation and rate adjustment
methodology and rate structure, HF&H will prepare for, facilitate and document the following meetings:
Task 2a
Two meetings with Franchisors Group: i. an initial meeting, approximately 30 days after receiving
approval of our proposal, to present and discuss the findings from the analytical tasks described in Task
1; and, ii. a follow-up meeting to respond to any questions or request for additional information from
the first meeting and to prepare for an initial meeting with MSS.
Task 2b
Three meetings with MSS and the Franchisors' group to discuss the analysis, alternative approaches and
agree upon changes to the methodology and rate structure. At the initial meeting, we will develop a
detailed schedule for the performance of the engagement.
Mr. Jim Schutz
March 7, 2012
Page 6 of 8
Task 2c
Managing Tomorrow's Resources Today
Up to two meetings with San Rafael`s Climate Change Action Plan Advisory Group.
Task 2d
Two meetings with elected representatives of the Franchisors Group (one or two from each agency) to
present the agreed upon methodology and respond to questions. The first meeting of this group may
occur following the first meeting between the Franchisors Group and MSS. During this meeting, the
objectives and approaches discussed between the Franchisors Group and MSS would be presented. The
second meeting of this group may occur following the last meeting between the Franchisors Group and
MSS at which time the agreed upon changes and necessary actions by the elected councils and boards
would be described.
Task 2e
One meeting at each of the Franchisors Group boards or councils to present and respond to questions
related to the recommended changes to the compensation and rate setting portions of the agreements.
Task 3: Documentation o: Revisions opn Rate d: e;.1
Rate Structures:
In order to implement the agreed-upon changes to the current compensation and rate adjustment
methodology and rate structure, HF&H will document the revisions to the compensation and rate
adjustment methodology and rate structure and prepare the drafts of the necessary documents for
implementation of the agreed upon changes . These are anticipated to include:
11M1%M
Prepare up to three drafts of the amendments to the agreements including the detailed rate adjustment
methodology and rate structure.
Task 3b
Prepare a model staff report for use by each of the Franchisors Group members.
Mr. Jim Schutz
March 7, 2012
Page 7 of 8
Task 3c
Managing Tomorrow's Resources Today
Prepare a brief PowerPoint presentation of the recommended changes to the methodology and rate
structure.
HF&H QUALIFICATIONS
HF&H Consultants, LLC is recognized statewide as the leading independent expert on solid waste
contracting, compensation, rate adjustments and rate structures. We have a larger number of better
qualified staff performing more engagements of this type, over a longer period of time for more
agencies than any other consulting firm. We are well known in the industry for our proprietary
franchising, industry benchmarks and rate databases which contain data gathered from throughout the
State. Since its founding in 1989, HF&H has worked exclusively for municipal agencies in the state,
despite our business like relationships with companies in the solid waste industry throughout the state.
This expertise, our resources and independence will allow the Franchisors Group confidence in the
comprehensiveness and thoroughness of the guidance we can provide the Franchisors Group and MSS.
HF&H is intimately familiar with the current rate methodology and of MSS' operations and financial
results of operations. This knowledge allows us to move quickly to perform this engagement in
accordance with the time available at the minimum possible cost, because we do not have to become
informed of such matters. Further, because we have discussed these matters with clients and at
industry conferences for many years statewide, we can quickly incorporate the Franchisors Group and
MSS' unique considerations into existing information about industry practices in this area and reduce
the time and cost of preparing such information.
1 will serve as engagement director and principal consultant to the Franchisors Group on this matter. I
will direct all the analysis to be performed, plan and facilitate meetings, and prepare the various
documents and present our results. I will be assisted by Marva Sheehan who, based on her knowledge
and experience, will guide much of the data gathering and analysis. Peter Deibler, a Senior Project
Manager with our firm who has twenty years of experience with diversion service planning and
contracting arrangements (including the past five years with HF&H), will also assist me in the analysis of
alternative compensation methods and rate structures. This senior team will blend industry experience,
local knowledge and a fresh viewpoint to the work we perform.
FEE ESTIMATE
We propose to perform this engagement on a time and materials basis for a not to exceed fee of
$58,068. Our estimate is based on the hours required for our staff to perform the tasks described above
at their standard billing rates plus out-of-pocket expenses (refer to Attachment A). Should our actual
hours be less than estimated, we will bill you the lesser amount. Should the Franchisors Group request
Mr. Jim Schutz
March 7, 2012
Page 8 of 8
Managing Tomorrow's Resources Today
us to perform additional work, we will do so at our standard billing rates after the cost of such additional
work has been authorized.
We propose to commence the engagement in early March and be completed by the end of June. This
allows for adoption of the resulting changes to the compensation and rate adjustment methodology in
July prior to the companies preparation of its annual rate adjustment methodology. We propose to
develop a detailed schedule for the performance of the engagement at our first meeting with the
Franchisors Group and MSS. Failure to commence this engagement in early March will jeopardize the
opportunity to incorporate any changes in time for the next rate application and review process.
HF&H appreciates this opportunity to assist the Franchisors Group and Marin Sanitary Service in the
review and renegotiation of the current rate adjustment methodology and rate structure.
Very truly yours,
HF&H CONSULTANTS, LLC
Robert D. Hilton, CMC
President
Attachment A: Fee Estimate
cc: Joe Garbarino, Jr., Marin Sanitary Service
Patty Garbarino, Marin Sanitary Service
Marva Sheehan, HF&H
Kim Erwin, HF&H
Attachment A
City of San Rafael
Rate Methodology Review and Renegotiation
Fee Estimate
la
Review Contracts
4
0
8
24
0
36
$5,812
1 Meeting with MSS
Staff
1 b
Document Rate Adjustment History
1
8
0
0
0
9
$2,081
1c
Project Future Costs
1
8
0
0
0
9
$2,081
ld
Summarize Current Compensation Adjustment
1
4
12
0
17
$3,745
1 Meeting with MSS
Methodology and Compare and Contrast with Alternative
Staff
Methods
le
Document Current Rate Structure and Compare to
1
4
12
16
0
33
$5,809
Alternative Structures
Task 1
8
24
32
40
0
104
$19,528
2a
Meet Twice with Franchisors' Group
12
8
0
0
0
20
$4,820
2 Meetings
2b
Meet Three Times with Franchisors Group and MSS
16
12
0
0
0
28
$6,732
3 Meetings
2c
Meet Up to Two Times with Advisory Committees of the
16
12
0
0
0
28
$6,732
3 Meetings
Frachisor's Group agencies
Meet Twice with Elected Represenatives from
8
0
0
0
0
8
$1,992
2 Meetings
Franchisors' Group Agencies
2d
Meet Once with the Each of the Franchisors' Group
20
0
0
0
0
20
$4,980
5 Meetings
Boards and Councils
Task 2
72
32
0
0
0
104
$25,2561
W
3a
Prepare up to Three Drafts of Amendments to Rate
16
0
0
24
8
48
$7,840
Methodology Attachment to Franchise Agreeements
3b
Prepare a Model Staff Report
4
0
0
0
2
6
$1,186
3c
Prepare Brief PowerPoint presentation
4
2
2
4
2
14
$2,590
Task 3
24
2
2
28
12
68
I $11,6161
HF&H Consultants, LLC
3/7/2012
HILTONIF OP ID: SW
(MM;
CERTIFICATE OF LIABILITYDATE INSURANCE � 12/02DDIYYYY,
/11
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER 925-866-7050 CONTACT
NAME:
CCI Financial & Ins. Solutions PHONE FAx
License #0381524 925-866-8275 (A/C,No.Ext):-,- Na):
P. O. Box 5076 E-MAIL
San Ramon, CA 94583-1328 ADDRESS: - ----- --- --
CC[ House: previous Concal INSURER(S) AFFORDING COVERAGE NAIL it
INSURER A: Hartford Insurance Company 22357
INSURED HF&H Consultants, LLC -INSURER B American Casualty Co. of
201 North Civic Drive Ste 230 Houston Casualty Company
Walnut Creek, CA 94596 INSURER C
INSURER D:
INSURER E!
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY 1 HAT THE POL;C:ES OF INSURANCE LISTED BELOW HAVE BEEN iSSUED TO THE �NSURED NAMED ABOVE FOR THE POLICY PER!OD
iNDiCATED. NOTVIfiTHSTANDAiG ANY REOUI;REMENT TERM OR COINDiTION OF ANY CONTRACT OR OTHER DOCUMENT V,"TH RESPECT TO V...'HiCH THiS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE `NSURANCE AFFORDED BY THE P0LIC1ES DESCRIBED HEREiN tS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND COND:TIONS OF SUCH POLICES. LIM!TS SHOWN MAY HAVE BEEN REDUCED BY PAID Ci-A!MS.
NSR ADbLisUaR POLICY_EFF_ POLICY EXP
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER iMM/DDtYYYYI iMW1iDDiYYYY1 LIMITS
GENERAL LIABILITY EACH 0C-_,_,RREN'C-E s 2,000,006,
4 1 LL
A X E' X 57SBAGB6653 12115/11 12115112 PRE - cc
a our,e, �,e g1,000,000
X 10,000;
GEN'L 4GG�REG ATE LIM211T APP_E`• PER
ppr)-
X I LOC
POLIC) JECT
AUTOMOBILE LIABILITY
A :.Ny'!,,jTO
LL ID'AINED
X NOW-GY","" ED
X 7�_
X UMBRELLA LIAB X
A EXCESS LIAR
X 10,000
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY y N
B1t4,=
FF;�E=.t!=t_FR EX-: - N.'A
Wandatiory'rn W
i
C Protesional Liab
i Retro Date; 811189
FIER-SCIIIAL &ADV 'NiURY $ 2,000,000
DESCRIPTION OF OPERA'IONS: LOCATIONS; VEHICLES iAttachACORD 101 Addaicna[Remarks Scheduie if more, space is requlrao�
This insurance shall be primary with respect to any insurance or coverage
maintained by City and shall not call upon City's insurance for coverage or
contribution. The city and their officers, a eats, employees and volunteers
are included as Additional Insured under General Liability policy per
the attached.
CERTIFICATE HOLDER
City of San Rafael
Attn: Stephanie Lovette
P.O. Box 151560
San Rafael, CA 94915
F IVIAN1102"02 M041001i ON
AUTHORIZED REPRESENTATIVE
Co 1988-2010 ACORD CORPORATION, All rights reserved.
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD
GENERAL AGGREGATE $
4,000,000
PRODUCT� - COMIPIOR AGG
4,000,000
SiNL
_�GMEINcj C. E�; fi,,!!T
2,000,000;
it&a acodc,�t�
57SBAGB6653
12/15111
12/15112
B00:0'IN'
d
$
3r000,00(1
:57SBAGB6653
12t15111
12/15/12
3,000,000
X CSTTU-GTH.-
WC412259330
09106/11
09/06/12
15_000,000
---A
1,000,000L
1.000.000:
H71113087
06101"11
06/01/12
Occur/Agg
Retention
DESCRIPTION OF OPERA'IONS: LOCATIONS; VEHICLES iAttachACORD 101 Addaicna[Remarks Scheduie if more, space is requlrao�
This insurance shall be primary with respect to any insurance or coverage
maintained by City and shall not call upon City's insurance for coverage or
contribution. The city and their officers, a eats, employees and volunteers
are included as Additional Insured under General Liability policy per
the attached.
CERTIFICATE HOLDER
City of San Rafael
Attn: Stephanie Lovette
P.O. Box 151560
San Rafael, CA 94915
F IVIAN1102"02 M041001i ON
AUTHORIZED REPRESENTATIVE
Co 1988-2010 ACORD CORPORATION, All rights reserved.
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD
(b) Rented to, in the care. custody or
I
control of, or over which physical
control is being exercised for any
OUrpose by you, any of ,/our
eniployees". "volunteer workers",
any partner or member of you are
a partnership or joint venture.). cr
any miember (if You are a hinited
liability company)
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"). or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody o, your property if you
die, but OfflV:
(1) V%Iith respect to liability, arising Out of the
maintenance or use cif that property: and
(2) Until your legal representative has
been, appointed.
d. Legal Representative if You Die
Your legal representative if You diet out
t
only ,%th respect to duties as such. That
representative will have all your rhts and
duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof. of
yours which is a fegallT, rrcorporated entity`
of vvhich you own a financial interest of
more than 50-11--, of the �rjting stook of-, the
effective- date -r;f this Co,,z,eage ParL.
The insurance afforded her�tn for any
subsidfar'y,, not czho.%en to the Dom-laraticrs
as nan'ed �nSL!red does rict ai.,,,--,[% to
Miury or dat-narte, witf, respec' to %,-!-�c!
3C`
lrf: irk` l -d up-idel th:S 1- C-1, I S 3 ail
t'"!S!Jred Under anctf,pr c, ,roW,J be
ar -nsuredF-11"
,der slj.- 1 -1
tern, i 3t�cfn e�.r ii, fha =--Xhlaius
a. Newly cquiriad Or Formed Organizatirm
/Anv 1[
than a panne rsn-.. jolv,,-t Cr
lc—
M,ain-,a- �,nPr,'c'm tn-lerest of more -- ! OU
thr- votiro stock. will qualFfy-' as P. Narmed
insured it 'L" -ere fs no c1her s:ri-,�lar irSurance
ava:lsible to that cf-ganizator . �oyever:
a_ C3,ve,,a-c unider �!-s Is afl[crdd
da,at4er o!- a -quire
e or. a 7.-,e eind of the
BUSINESS LIABILITY COVERAGE E1402
b. Coverage order this provision does not
apply to:
(1) "Bodily injury" or "propelty damage"
that occurred: or
(2) "Personal and advertising injury"
arising Out of an offense committed
before you acquired or formed the
organization
4. Operator Of Mobile Equipment
ti" J'ittli respect to "rnobile equiprifient" registered in
your name under any motor vehicle registration
law, any I person is an insured while driving such
equipment along a publiR, highway with your
permission. Any other person or organization
responsible for fl)e conduct of such person is
also an insured. but only with respect to liability
arising out of the operation of the equipment. and
only if no other insurance or any kind is available
to that person or organization for this liablity.
Ho,vivover, no person or organization is an insured
w!th respect o:
a. "Bodily injury" to a co -"e rr, ploy ee " of the
persiOr driving the equipi-nent: or
b. "Pro -peri,,, da gage' to property owned by,
rented to. in the charge of or occupied by
-cu or the ernniover of any person ,,zho is
an Insured under this provision,
5. Operator of Nonowned Watercraft
th respect to v�atercraft you do not ovvn that
is less than 5--1 Feet long and is not being used
to carf-v persons for a cilarap, any person is at-,
insured o-eratina such watercraft o,,ith,
11 1 - L
your Oerfll;Ssrr-li Anv oTIr.e;- cerson or
oaniz,ation i` }S r,S;1,jp f r he conduct o f
I - 1, , ic;, t
suc . n oersc)n -, alSo an ...sure 1. but only
-,-� ; ;�,,n�[, of!t � the erati, n
- if -� o-jL,
': - �y Cptto
of the- ,atercafL and orwj j no
other
-adah t
r�erscn or
pe-sor
-r Z -t e,,cfover e_f a— perso t .viii.,m- 1: -
an S UrC- -,ijer this provisjk,,;,�
6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The pe'scr(s� cr idenflned i -r.
Pa ra,::f r ,i; h Se i okv e t:' r, a
a,
:iisureds &r, vou f,a �e ao--rs-erl.
Form SS 66 68 64 05 Page 11 of 24
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement- or the issuance of the
A. person or organization is an additional
insured under this provision onK for that
period of time required by the contract.
agreement or permiT.
However, no such person or organization is an
additional insured Linder this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. - Optional Additional insured Coverages.
MENS
Any person(s) or organization(s) iYeleried to
below as vendoN, but onNi respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular course of the vendor's
business and only if 'his Coverace Pat
nrc-�Jdes coverage for "bodily injury" or
"property damage" included vvithin the
products -completed operations hazard",
h e
(1) 1 T , insurance afforded to the vendor
is subject to the °ol[owing additional
exclusions.
This insurance does not apply to:
(a) `Bodily nJury` or 'property
damage" f,r vendor s
obligated -iu pa,',
,, damages cy
reason, c,f the as-,sumptfon of
This exclusicn, dc'e's n,t appiv to
ItaoJVt,,, �cr 'amaces tha-I the
..eider wo u ict h a e in tne abserce
f'M
--" e
o; - cr ag-- emen"
(b) f =Y S S —anit,,
U
(c) I,,, -Jhvscai or chemimac;,0
L
lr� o �!,CdLlCt n. f7t e n ti,3 lna 1
by the vendor:
(d) Repackaging. exce-It, ,v her;
un
npacked solely for the purpose of
i-spection, dernonstrat;on. testing
ot- Is the sutsti7lut:c- of oa: under
frCM, the ntanufaCtUrer
a rd 'he- -eoackaged ;n H,
'af L
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normaRy
undertakes to rnake in the Usual
course of business. i1r, connection
with the distribution or sale of the
products:
(f) Demonstration. installation,
servicing or repair operations.
except such operations performed
at the vendor's premises in
connection with the sale of the
product:
(g) Products which. after distribution
or sale by you. have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor: or
(h) "Bodily in ' iury" or "property,
damage" ail' sing out of `he sole -
negligence of the vendor for its
own acts or omissions cs those of
its employees or anyone else
acting Oil its behalf. However, this
exclusion does not apply to:
The exceptions contained in
Subparagraphs (d' or (f): or
(4) Such inspections, adjustn-~ents.
tests or si&aIcing as the vendor
has agreed to mak-e or normally'
underrates to make in the usual
course OT business. in
connection the distribution
or sale of the pcoductzs .
(2) This insurance dces -ic;, arialk; m, any
insured person for ort,,anization from
'hiarn ,cu ha,2e, arquircl} su& products
c
a. n,,, inn-rediert ,)art or
o stain SUCt
b. Lessors Of Equipment
�J
rescect to the:r ilab I-- fc! E dil
on
J V dal ageI --n
�ni ul r, ULC,
arc adve�-ts'ng
caused. rn w -
� iole Cr in 1 oart� by C! I r
ma.rterarce, operation or use oi
eiquio...-,ent [eased to you by sucli-
person or crqan,za`,o.n.
Page 12 of 24 Form SS 00 08 04 05
(2) With respect to the insurance afforded
e. Permits Issued By State Or Political
to these additional insureds. this
Subdivisions
insurance does not apply to any
(1) Any state or political subdivision, but
occurrence" ,Mlich takes place after
only vith respect to operations
Vol] cease to lease -that equipment
Performed bv vou or on your behalf for
c. Lessors Of Land Or Premises
,vhich the state or ooliticaf subdivision
(1) Any person or organization from;
has issued a permit.
whom you lease land or prerr�ises, !out
(2) VViith respect to the insurance afforded
only Mth respect to liability arising out
to these additional insureds, this
of the ownership. maintenance or use
insurance does not apply to:
of that par', of the land or premoses
(a) "Bodily injury". "property damage"
[eased to vou,
or personal and advertising
(2) With respect to the insurance afforded
injury" arising out of operations
to these additional, Insureds, 'his
performed for the state or
insurance does not apply to:
municipality-, or
(a) AnY "00CUrrence" which takes
(b) "Bodily injury" or "property damage
place after you cease to tease that
included within the "products -
land of be a teriant in that
completed operations hazard".
P.- (:_= mi s e s: or
f. Any Other Party
(b) Structural alterations. nevv
(1) Any othe=r Person. or organ'z-ation v,1hc
constiUction or deii,olffio-
is not an insured under Parngraph.s a,
operations Perfcnried by or on
fhr-vouch e. ab( buL onlytvith
behalf of such person cil
resnect to HabiRy lar "bcdih/ injury".
1.
organization.
11
broperty damage" or "pel-sonal and
Architects, Engineers Or Surveyors
advetising injury" caused. In whole or
,d.
An,,-,' architect, engineer, ol- Surveyor, but
in part. by your acts or ornissions or
only ,vith respect to liabilitY 'or "bodily
tide acts or OrnISSIOn s of triose acting
inj:urv". `-ropertv darnace" or "oersonal
ob
n %!our enaff:
and advertising injuni" caused, :n t&Mole
(a) In the performance of your
or 0 part. by your act's or cmissions or
ongoing coeraficirs:
'he acts or omlssOns of -hose actina on
(b) in connection vour prernises
vour behalf:
cot."ined by or remted to YOU or
(a) In -connection t;vith 'VOLP- premises
(c) in conrect�,,nl wi?h `�iour %.vork" an!
lUr
tr'ClUded Yitilin the 'prodUCtS-
(b) l;l the perfornnanse of1'.- u r
compieted ccerafinns hazard". but
'. t - d I
I n -t " "
C—
"t(DU cj� on --,our behaiff.
0) The vxr'ticer; i crj:%act xt',;*it'e,,
(21 re-,s;--_ct fl -e 1 sui 1 d -d
n
pee 'i- r�quires ',OU to
aq -rile L
mese addit'on,it incuredis-, t:� ea
pro,,,,de su t- tc
f t additional 2r-;.iTes,
ECIdlitic-ral iTlsured, 3�_l 1 t
hi i,.sura!r,e d"C'es ?C; apclv cf
cc�,&rage Par, 1)"CJces
,Jlc%t-,tv ir';,Ir-.t. der�,ia,_-je" C
e,agc -Hy
_arc E;` 11
n, -c
A e In -c U
iluf-e to -enlder an"
,ser ces by or fc--ou, i -ch ofir
(2) ;M_ 1 e CIL U'e
(a) The prepar no, appro,;mg, c-
_F�
tt�� '
H ese L L
:,dd*�ionai �nsijreds this
'allure to epr apo Drl-,Ve,
:nSUr nce does rc' aopl,y tc:
-is. cpriicns,
.1 S��Cp &a�,,,�;n,,,,
'njrurv". "prcoe.,-y damao'e" or
r ca P c rt s, surve%--s. fleld" order` -
o e 1 - sor. a 1 a, -r d a c! v e 4�,; si n o ni
chal ce rd e rs desin,!,zz cr
:ra Ou L �D, ir'o C' file
-_F,Lions� or
U I - Ce-. -�C - ; M 1
c e - P,
(b)
arc! ts,-wr a' enc;
3 e
includ;--
act;v:,ties.
Form, SS' 00 08 04 05
Page 13 of 24
(a) The preparing, approving, or
failure to prepare or approve.
ma.ps, shop drawings, opinions,
reports, surveys, field orders,
change orders. designs or
dravvings and specifications; or
(b) Supervisory. inspection.
architectural or engineering
activities.
The limits of insurance that apply to additional
insureds are described in Section D. - Limits
Cif Insurance.
How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. - Liability And Medical Expenses
General Conditions.
No person ci organization is an insured with
respect to the conduct of any current or past
partnership, Joint venture or limited liability
company that is not shown as a Named insured ;n
the Declarations.
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE
The Limits of Insurance shown in the
Declarations and the rules below fix the most
we w1l pay regardless of 'he number of:
a. Insureds:
b. Claitiisinvade or"stjits"broug,lit!^or
c. Persons or organizations making claims or
bringing "suits".
2. Aggregate Limits
The most h.e tnlffl pay for:
a. Damages becau'Se of `,-odiiv iniur," al -111
pro to e rty damage" 'rlClUded in the
proulucts-connpleteld operaticnis: 1haza-rd" is
the Products-Coi-,,,,,[Pted Operations.
Agc;reaate L I m, it s hi c,ikv n i'i Vie
Declara-Cc"s,
b. Camages !Decause of all t.-ef hc d;
and &c'./E,r-f1'S:ra
ey,-jer,ses. is the Get-eial Aggregate Lifrn.t
shc,vn- it. the Declarat,
This General Aggregate Limit applies
secarateh.- to eac) of vour `locations`
owned b%1 or rented to you.
"Loca:�cnmeans cremi-ses involving the
sar-e cr Cotmne0ng icts. or prei -nises
,�.hiDse commotion is c;nl\. bv a
ee'
-cadway or
OT a
This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temporarily
occupied by you with pern-iission of the
ci,vvrier, arising out of fire, lightning or
explosion,
3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies. the most v,. -e will pay for the sura of all
damages because of all "bodily injury",
property damage" and medical expenses
arising out of any one "Occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.
The most we will pay far all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Lirnit-
shown in the Declarations.
4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for
the SUrT1 of all damages because of all
"personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertisino Injury Limit shown in the
Declarations.
5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most iA.,e ovill pa,/ under Business
Liability Coverage for damages because of
"property damage" to any one premises. t,vhile
rented to you. or in the case of damage by fire.
lightning or explosion, while rented io you or
temporarily occupied by you ivithi pernnission of
the owner.
In the case of damage by fire, lightning or
evolosion. the -Damage to Prer,-;Qes Pente.d To
ou Limit applies to all dar-laCe *eIv
caused by the same- event. l.k.110-ler Such
dpri"aae ;-esults, fionn fire, I'gghv�tnc. or explosion
ct ccornbiral:or of �hese,
6, How Limits Apply To Additional Insureds
he -os: Fill patci-, b&a[4' of a ce- or-, o *
is an adirJi,in i,
d s -J-i i 1_, ace P �' M! , s 4 (. I nvS C, G
ai. T)e- hrr ts of ;rsuranoe-, spec'fi&n
`;i,.-Jter agreerrier.-I or
i-,erm1T issued by a state c, ccliL:;cal
subc!Ms'oro,
b. The Limits of irsurance si-icivr, i:n the
Declarations.
Si_1ci-[ si`ali Ce a par -i cf arid, nict in
additior c tl-°e L'.rrins of insurarce shc,.,vr in
i
'-a ard-descric e '144 "n I , ilz:
t" (Z - IV-;
Page 14 of 24 Form SS 00 O6 04 05
(6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering tiat,-rlily for d
arising out of the prernises or
operations, or products and completed
operations, for which you have been
added as an additional insured, by that
KISLIrance, or
(7) When You Add Others As An
Additional Insured To This
Insurance
That is other insurance available to an
additional insured.
Hovever, the Tollowing provisions
apply to other insurance available to
any person or organization who is an
additiona! insured underthis Coverage
Part:
(a) Primary Insurance When
Required By Contract
'rhis insurance is prinnary if you
flave agreed in a written, contract,
written agreement or pert -nit that
this insurance be primary, if other
also primar, we ,vill
.IISUrance is a
snare with all that G€1 i' ins,-urance
by the method described in c.
be I o,,el I
(b) Primary And Non -Contributory 8,
To Other Insurance When
Required By Contract
If you have agreed in a writien
ciontract, <v, -;Men agreerner-Il or
permit that flhfs fl)sUia�'ice is
arl,d non-con'ribulory, ,Ah
TI -.e a O;
Insuran-
_e,
that
(b) &)
(a) and
J
C,
otner 41, Q,
insisted; neis t.eri ,aiJa&6 as a-
a dd*,6o.nwl jnsulek!.
.,Is insurance excess. ,`,e viiii
have no f-_4ut`ll under "Uhl is to
defend 1he iiiKii-ed against nny "suit" If anv
other ;nsurer has a duty +0 de f e i i C' the
�nsu-ed agai71St that `SLJ�", It r`0 Other
inswe, defe!-_os, wc, will uridertElke- is 00
so. out %%,e 11.1.1.,1! be &I-itilled to the insured's
aha; `4;t ail thcose other Insurers'
When this insurance is excess over other
insurance, `,ve will pay only our share of
i
the anIGUnt of the loss, if any. that
exceeds the sunn of:
(1) The total amount that all such other
insurance .would Pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-
insured amounts Linder all that other
insurance.
We will share the remaining loss. if any, with
anv other insurance that is not described in
this Excess Insurance provision and was not,
bought specifically to apply in excess of the
Urnits of Insurance shown in the
Declarations of this Coverage Part,
c. Method Of Sharing
if all the other insurance permits
contribution by equal shares, we will follo"N'
this method also. Under this approach,
each insurer Contnbutes equal amounts,
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever cotsaes first.
If any of the, other Insurance does not permit
contribution by equal shares, we will
contrMinute by limits. Under this method. each
insurers share is based on the !atici of its
applicable limit of insurance to 'he total
applicable limits ofinSiLlrance of all insurers,
Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
if the insured has rights to re -overall or
oar' of payme�nl, .ncludiing
anv
h,@ve maCE�
under :ht--- Cro0;erage Pait those rights are
lti-,Insferred irj tis,
I T2 flsilirc, r,'!Ust de,
2f�,-r loss ',c irnpa�r thenni, At a tj 1,
�U;c
,ques�, the t"
Tra,,sfer those rgh;s to' uss andi hef')
e
F_rc�
-,:,PJV
iklied,;ca! Expenses —,-,verage,
b� Waiver Of Rights Of Recovery (Waiver
Of Subrogation')
me M.sured I as v,aived, amy ngftz� -,�)f
rec-over"I aga!nst a ny Pe, rsor, o t
organlzatIcn nor all or -art ol any payrnerit,
includling Supple,, entary Payments, v,,e
have made under this Coverage Pal, "V6
also `Aslvt, uvpt r'ghl, nrovide" :nsu,
lheir riga of eecx�v=ry ea- f:
,,valved L i - t 'e.,'`Jr - I - � 1
such Person or craa.mza;o-- in a cot -tract
2, t I 'CLft -
greement permit that 1,Vas eV, Le o
pr�or to the inJury or damage,
Form SS 00 48 04 05 Page 17 of 24