HomeMy WebLinkAboutCM Annual Refuse Rate Review; HF&H 2016-,rY onr Agenda Item No: 3.c Meeting Date: August 15, 2016 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: CITY MANAGER S_ Prepared by: Cory Bytof City Manager Approval: Sustainability & Volunteer Program Coordinator TOPIC: CONTRACT FOR ANNUAL REFUSE RATE REVIEW SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH HF&H CONSULTANTS, LLC IN AN AMOUNT NOT TO EXCEED $69,855 FOR WORK ON THE ANNUAL REFUSE RATE REVIEW FOR THE CITIES OF SAN RAFAEL & LARKSPUR, TOWN OF ROSS, LAS GALLINAS VALLEY SANITARY DISTRICT AND THE COUNTY OF IU7MbIiT►1 RECOMMENDATION: Adopt the Resolution EXECUTIVE SUMMARY: The City Council is required to set refuse rates annually for residents and businesses within City boundaries. This contract provides for HF&H Consultants, LLC (HF&H), to conduct the annual independent, third -party rate review for refuse and recycling services by Marin Sanitary Service (MSS) on behalf of the City as well as several other local agencies that also utilize MSS for similar services. HF&H reviews the rate application that MSS submits in August each year to verify that the calculations are correct and match the agreed upon rate setting methodology set forth in our Franchise Agreement. The rate review provides the Council with information to set rates for the coming year based on past expenses and revenues as well as future projections. BACKGROUND: A number of local agencies within Marin County have franchise agreements with Marin Sanitary Service (MSS) to provide refuse collection and recycling services to customers in their jurisdictions. Many of these agencies have similar contracts with MSS and share the same rate setting methodology. These agencies are the cities of San Rafael and Larkspur, the Town of FOR CITY CLERK ONLY File No.: 4-3-306 x 4-3-32 Council Meeting: 08/15/2016 Disposition: Resolution 14170 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Paye: 2 Ross, Ross Valley South (Marin County), and the Las Gallinas Valley Sanitary District. Due to common interests and common contracts, these agencies have formed a Franchisors' Group in order to share costs and resources. For a number of years, the Franchisors' Group has worked together to make certain that the ratepayers (citizens and businesses) are being properly charged for the various levels of service provided. In order to substantiate the rate schedules, the Franchisors' Group developed a jointly sponsored program designed to conduct routine reviews of Marin Sanitary Service's operating efficiencies and expenses contained in the annual rate application. In 2012, City staff conducted a consultant selection process for the annual rate application review. A committee consisting of San Rafael City Councilmembers, City staff, staff from the County and a community representative from San Rafael conducted the interviews and recommended HF&H for the 2013 review. The Franchisors' Group members have been pleased with the work HF&H has done with the rate reviews and have elected to contract with them again this year. The Franchisors' Group entities have also agreed to conduct an RFP every five years, and this will be the fifth year that we have used HF&H. Next year we will conduct an RFP process and review applicants for the rate review services, then bring a recommendation to Council. ANALYSIS: In 1995, the Franchisors' Group adopted a three-year methodology to set MSS' refuse collection and disposal rates. The methodology was designed to provide a detailed review of MSS' franchised operations once every three years with annual summary or indexed reviews in the interim two years. In a detailed review year, all categories are compared to actual costs and revenues, a new three-year projection is set, and rates are compared to other Bay Area communities. Last year's review for the 2016 rate setting was a detailed review and included additional analyses pursuant to 2012 amendments to the Franchise Agreement. This additional work included analysis on the Food to Energy program, the recycling revenue fund for diversion programs, and revenue projections. Results from the 2016 detailed review were used to establish 2016 refuse and recycling rates for the Franchisors' Group. This year's review is an index review and uses indices in some calculations to determine the rate impact, such as using the Employment Cost Index for projecting certain employee benefits. HF&H submitted a proposal dated July 19, 2016 setting forth a scope of services for the 2017 rate review for the Franchisors' Group, and a fee estimate for that work for an amount not to exceed $69,855. The proposal includes a survey of rates in other similar jurisdictions, a presentation to the Franchisors' Group for input and revisions, and one presentation to the governing body of each member agency. In addition, at the request of the Franchisors' Group, this year's scope of work includes an item to review the contract with MSS in order to understand the pros and cons of including the recycling operations in the rate setting methodology. The City's contract with MSS calls for reviewing our contract every five years, which would occur in 2017, and MSS has expressed SAN RAFAEL CITY COUNCIL AGENDA REPORT / Pa2e: 3 their desire to explore amendments to address significant changes in the industry related to the collapse of commodities markets for recyclable materials. The attached Resolution would authorize the City Manager to execute an agreement with HF&H on the terms set forth in HF&H's proposal dated July 19, 2016, in a form to be approved by the City Attorney. FISCAL IMPACT: The proposal from HF&H for the summary review is a not to exceed amount of $69,855, which will be apportioned to each jurisdiction based on the number of accounts in their service area. Last year the amount apportioned to San Rafael was approximately 65% of the total amount. Any additional meetings beyond the presentation to the governing body of each member agency would be charged to the individual agencies on a time and materials basis. The cost for this contract is passed through to MSS and is not an expense of either the City of San Rafael or the other members of the Franchisors' Group. However, the contract payments are absorbed into MSS operating expenses, which are the basis for the annual refuse collection rates. All participating agencies have received a copy of this agreement and are aware of the scope of work and project costs. OPTIONS: The City Council has the following options to consider on this matter: 1. Adopt the Resolution 2. Direct staff to return with more information 3. Reject the Resolution RECOMMENDED ACTION: Adopt the resolution as presented. ATTACHMENTS: 1. Resolution with proposed Agreement attached, and Exhibit `A`, HF&H Proposal dated July 19, 2016 RESOLUTION NO. 14170 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH HF&H CONSULTANTS, LLC IN AN AMOUNT NOT TO EXCEED $69,855 FOR WORK ON THE ANNUAL REFUSE RATE REVIEW FOR THE CITIES OF SAN RAFAEL & LARKSPUR, TOWN OF ROSS, LAS GALLINAS VALLEY SANITARY DISTRICT AND THE COUNTY OF MARIN THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES AS FOLLOWS: The CITY MANAGER is authorized to execute, on behalf of the City of San Rafael, a Professional Services Agreement with HF&H Consultants, LLC for Refuse Rate Review of Marin Sanitary Service's Rate Application for the 2017 calendar year, in the form attached hereto as Attachment 1, subject to final approval by the City Attorney. The agreement shall be for an amount not to exceed $69,855, the terms described in the July 19, 2016 HF&H Consultants, LLC Proposal attached hereto as Exhibit A and incorporated herein by reference. I, 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 fifteenth day of August 2016, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough and Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTHER C. BEIRNE, City Clerk AGREEMENT FOR PROFESSIONAL SERVICES FOR REVIEW OF MARIN SANITARY SERVICES 2017 RATE APPLICATION This Agreement is made and entered into this 16%+, day of Q u g c.sL _, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and HF&H 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 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. Sustainabilitv and Volunteer Program Coordinator Cory Bvtof is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall Rev. Date: 1/30/14 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. Marva Sheehan is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason; the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 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 2017 Rates, dated July 19, 2016, attached hereto as Exhibit "A" attached and incorporated herein, including the Optional Task: Contract Review Assistance. 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in its perfonnance 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 $69,855.00, which includes Optional Task: Contract Review Assistance. It is understood and agreed by the parties that payment of compensation hereunder shall be made as follows: CONTRACTOR shall submit monthly invoices to CITY for review and approval, then CITY shall forward CONTRACTOR's approved invoices to Marin Sanitary Services, which shall remit payment on each invoice directly to CONTRACTOR within thirty (30) days of receipt thereof. 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 $50,000 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 June 30, 2017. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon Rev. date: 1/30/14 2 thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the perfonnance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AL!DIT. Upon reasonable notice, CONTRACTOR shall snake 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 Rev. date: 1/30114 policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State 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. 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 01 04 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. CONTRACTOR will provide the PROJECT MANAGER with thirty (30) days written notice prior to any planned cancellation or planned non-payment of premium, or planned modifications of the terms and conditions of said insurance policies. In addition, immediately upon CONTRACTOR's receipt during the term of this Agreement of any notice of cancellation or of intent to cancel any policy of insurance required herein issued by CONTRACTOR's insurance carrier for any reason, CONTRACTOR shall provide PROJECT MANAGER with a copy of said notice by personal delivery or overnight mail. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. Rev. date: 1/30/14 4 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements 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 Rev. date: 1/3014 obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising fi•om 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 wider 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 tinder 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 willfill 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 perforn 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 Rev. date: 1/30/14 6 any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or pennitted 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: Robert D. Hilton, CMC President HF&H Consultants, LLC 201 North Civic Drive, Suite 230 Walnut Creek, CA 94596 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 terns 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. Rev. date: 1/30114 D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET -OFT 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 Rev. date: 1/30/14 8 and year first above written. CITY OF SAN RAFAEL SC TZ, City ana;er ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney Rev. date: 1130!14 CONTRACTOR Name: V SHEEHA.N Title: Vice -President, HF&H Consultants, LLC H F, H CC)NSULTANTS LLC 201 N. Civic Drive, Suite 230 Walnut Creek, California 94596 Telephone: 925/977-6950 Fax:925/977-6955 www.hfh-consultants.com July 19, 2016 Sent via e-mail Ms. Cristine Alilovich Assistant City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94919-1560 Mr. Steve Devine Program Manager County of Marin 1600 Los Gamos Drive, Suite #210 San Rafael, CA 94903 Ms. Susan McGuire Administrative Services Manager Las Gallinas Valley Sanitary District 300 Smith Ranch Road San Rafael, CA 94903 Managing Tomorrow's Resources Today Mr. Dan Schwarz City Manager City of Larkspur 400 Magnolia Avenue Larkspur, CA 94939 Mr. Joe Chinn Town Manager Town of Ross 31 Sir Francis Drake Blvd Ross, CA 94957 Robert D. Hilton, CMC John W. Farnkopf, PE Laith B. Ezzet, CMC Richard J. Simonson, CMC Marva M. Sheehan, CPA Robert C. Hilton, CMC Subject: Proposal to Perform a Review of Marin Sanitary Service's Application for 2017 Rates Dear Ms. McGuire, Ms. Alilovich and Messrs. Schwarz, Chinn, and Divine: HF&H Consultants, LLC (HF&H) is pleased to present this proposal to perform a review of Marin Sanitary Service's (MSS) application for rates to be effective January 1, 2017. Background 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 (Franchisors' Group) have adopted a methodology 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, disposal, processing, and fuel costs) during the interim years. The last detailed review was performed in 2015 for rates to be effective in 2016. As part of reviewing the rates to be effective 2017, we have been asked to: 0 Perform the review using the summary method (the use of indices, and the review of key IN Managing Tomorrow's Resources Today Marin Franchisors' Group July 19, 2016 Page 2 of 8 components such as revenues, disposal, processing, workers' compensation and fuel costs); and, • Perform a survey of similar rates from cities in the Bay Area receiving comparable services. Scope of Work and Schedule We will perform the following tasks related to the review of MSS' Application. Task 1: Pre -Fieldwork 1a We will meet once with the Franchisors' Group to discuss the requested review process. 1b We will meet once with MSS management to receive the application and discuss the review schedule. 1c We will review the application to ensure that it is complete and in compliance with the summary methodology. 1d Thereafter, we will review the application for math accuracy and logical consistency. Task 2: Review of Revenues 2a HF&H will review MSS management's projection of collection and non -collection revenues for the 12 -month periods ending December 31, 2015, and 2016. 2b We will compare the results to MSS' audited financial statements for rate year 2015 and year-to- date revenues for 2016 and request explanations for variances. 2c We will review MSS' calculation of the three-year trend in subscription levels to determine an average surplus or shortfall in rate revenues. The average surplus or shortfall will be used in the determination of gross rate revenues. 2d We will summarize the findings of our work in Tasks 2a through 2c. Task 3: Review of Expenses 3a HF&H will review the appropriateness of MSS management's classification of expenses into the various expense categories. 3b We will review MSS management's calculation of the rate year 2017 indexed expenses and compare them to the calculated expenses for 2016 established in our prior report, and the calculated changes to the indices determined in Task 1. 3c We will review MSS management's projection of other expenses including: • Workers' Compensation by determining if the base wages, established as part of the prior review, IN Managing Tomorrow's Resources Today Marin Franchisors' Group July 19, 2016 Page 3 of 8 were properly multiplied by the applicable premium rates from MSS' insurance carrier. • Disposal Expense for residential and solid waste tons transferred at MSS' transfer station by evaluating MSS' projection for 2017 disposal expense and MSS' adjustments for the previous projections for Rate Years 2015 and 2016 based on historical trends, management's plans and adjustment to the disposal rates. • Commercial Mixed Waste Processing Expense for commercial tons processed at MSS' processing facility by evaluating MSS' projection for 2017 commercial mixed waste processing and MSS' adjustments for the previous projections for Rate Years 2015 and 2016 based on historical trends and management's plans. We will verify the processing rate per ton was calculated in accordance with the rate -setting methodology. • Organics Processing Expense by evaluating MSS' projection for 2017 organics processing and MSS' adjustments for the previous projections for Rate Years 2015 and 2016 based on historical trends and management's plans. We will verify the processing rate per ton was calculated in accordance with the rate -setting methodology. • The Transfer/Transport Adjustment for tons not affiliated with the Franchisors' Group transferred and transported through MSS' transfer station by evaluating MSS' tonnage projection for 2017 and MSS' adjustments for the previous tonnage projections for Rate Years 2015 and 2016 based on historical trends and management's plans. We will verify the Transfer/Transport Fee per ton was calculated in accordance with the rate -setting methodology. • Fuel Expense by evaluating MSS' 2017 projection and the adjustments for Rate Years 2015 and 2016. We will review MSS' calculations of the average price per gallon for fuel and verify the use of the proper projected gallons. • Depreciation/Lease Expense projections by evaluating the reasonableness of MSS management's estimates for these expenses based on historical trends and records and MSS management's plans. We will review MSS' adjustments to previous year projections, if any. • JPA Fees expense by reviewing documentation from the JPA and MSS projections. 3d HF&H will summarize the findings from the analysis performed during Tasks 3a through 3c above. Task 4: Review of Projected Profit 4a HF&H will review MSS management's calculation of projected profit for procedural compliance and mathematical accuracy. Task 5: Review of Pass-through Expenses/ Revenue 5a HF&H will review MSS' calculations of the Pass-through Expenses and Other Revenue, including: Interest Expense based on MSS' actual interest from its loan amortization schedules for actual and projected capital expenditures. IN Managing Tomorrow's Resources Today Marin Franchisors' Group July 19, 2016 Page 4 of 8 • Franchise Fees based on each agency's appropriate rate and the forecasted values. • Other Agency Fees based on fees established by each agency and forecasted values. • Other Revenues based on revenues received by MSS from related and third parties from the use of assets and services of employees where the costs are paid by the rates from the Franchisors' Group ratepayers. 5b We will summarize the findings from the analysis performed in Task 5a above. Task 6: Review of the Calculation of the Reserve for Future Diversion Programs 6a HF&H will review MSS' calculation of the increase or decrease to the reserve for future diversion programs in accordance with the procedures developed in 2012. 6b We will summarize the findings of Task 6a. Task 7: Review of Revenue and Expense Allocations 7a HF&H will review the appropriateness of MSS management's allocation of revenues and expenses among the Franchisors and the other service areas in accordance with the procedures developed in 2012. 7b If requested by the Franchisors' Group, we will include the review of the allocations for San Anselmo and Fairfax and present the impact of the allocations to the Franchisors' Group. Task 8: Review of Adjustments 8a We will meet once with MSS management to review our adjustments to their calculated and projected revenues and expenses and their allocation among the Franchisors. We will obtain management's comments, review any additional material, and amend our adjustments, if necessary. 8b Thereafter, we will meet once with the Franchisors' Group to present our adjustments to MSS' calculated revenues and expenses and its allocation among the Franchisors. Task 9: Survey of Comparable Rates 9a We will work with the Franchisors' Group to identify appropriate communities to include in the survey. We will compile rates currently in effect in the municipalities in Marin County, as well as neighboring jurisdictions in other counties, as agreed upon. When possible, we will draw data from our existing project files. If necessary, we will contact cities to obtain or clarify information. We will prepare a table and graphs summarizing the results. Task 10: Communicate Findings 10a HF&H will distribute a copy of our initial draft report documenting our findings and IN Managing Tomorrow's Resources Today Marin Franchisors' Group July 19, 2016 Page 5 of 8 recommendations for review by MSS management. Thereafter, we will meet once with MSS management to present and obtain its comments regarding our initial draft report. 10b We will make any appropriate adjustments to our initial draft report and present a preliminary draft to the Franchisors' Group. 10c Based on comments from the Franchisors' Group, we will amend the preliminary draft report and issue the final report. 10d We will attend council/board meetings to present findings. Optional Task: Contract Review Assistance Based on discussions with the Franchisors' Group and MSS, we are aware there are areas of concern for both parties. In order to fully understand the potential impact to the ratepayers for changes to the contracts, we recommend HF&H assist the Franchisors' Group in the following areas: • Prepare a matrix of terms of all existing Franchisors Group contracts and up to four other contracts in the Marin County. HF&H will discuss the options with the Franchisors' Group to determine the non -Franchisors Group contracts to include. • Research other agencies that have similar operational relationships with their collection hauler (collection, processing, and/or transfer and transport of materials) and summarize our findings. • Develop a list of pros and cons of including MRRC and MRRA in the Franchisors' Group, including, where possible, the financial impact to the ratepayers. • Perform other research/analysis as requested by the Franchisors' Group. Limitations Every approach to an engagement is limited in its scope. The major limitations regarding our proposed scope of work are: • 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. Our testing of MSS' application (using judgmental samples of transactions and analytical procedures) will only be for the purpose of providing evidence that allows us to reach conclusions and recommendations regarding MSS' application. • We will conduct our review in accordance with the methodology adopted by the Franchisors' Group. This methodology includes the review of MSS management's projection of the future IN Managing Tomorrow's Resources Today Marin Franchisors' Group July 19, 2016 Page 6 of 8 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. If San Anselmo, Fairfax and the County (RVSD-N) are not included in the rate -setting process for the Franchisors' Group, we would be pleased to meet with them on a time -and -materials basis. Further, this scope of work does not include modifications to any of the individual Franchisor's rates or rate structures. Firm and Engagement Team Qualifications Since its founding, HF&H has been providing independent solid waste rate review services to municipalities throughout California and the West Coast. HF&H has extensive experience as the Franchisors' Group's consultant performing these reviews. Through the years, we have helped the Franchisors' Group to substantially reduce the cost of the review through changes in methodology, while ensuring that both the customers' rates and MSS' level of profit are reasonable. Marva Sheehan, Vice President, will serve as Engagement Director and will be responsible for directing the project and for your satisfaction with the engagement. Ms. Sheehan has been the Engagement Director or Manager for the MSS reviews since 2006. She is a Certified Public Accountant with over 35 years of accounting and auditing experience; 24 of which have been in the solid waste industry. She will supervise and review the work performed by the staff assigned to the project to ensure that it is performed in accordance with the proposed scope of work, our detailed work plans, and the Franchisors' Group's objectives. She, along with Mr. Holt, will also make presentations of our findings to the various councils and boards. Scott Holt, an accountant with more than 20 years of industry experience, 18 of which as an industry controller, will serve as Engagement Manager. Since joining HF&H, he has performed the rate adjustment reviews for the Franchisors' Group for the last two years. Additionally, he has performed the rate adjustment reviews for the Town of Fairfax, the contractor compensation review for the City of Sunnyvale, and contract compliance reviews for the Cities of Lawndale and Bellflower. Ms. Sheehan and Mr. Holt will be assisted by less senior, experienced staff at lower billing rates, which will perform certain tasks under their direct supervision Fees Based on our last review of MSS' rate application, my current understanding of matters to be considered during this review, and the level of effort necessary to address them, I estimate our professional fees and out-of-pocket expenses for the base scope of work described above to be $56,215, as shown on Attachment A. Additionally, we have provided a cost proposal to perform the "Optional Task — Contract IN Managing Tomorrow's Resources Today Marin Franchisors' Group July 19, 2016 Page 7 of 8 Review Assistance" of $13,640 as shown on Attachment A. As in the past, we will bill you in accordance with our standard rates and practices, as described in Attachment B, up to the $56,215 for the base scope of work and $13,640 should the Franchisors' Group authorize the Optional Task. We will bill you on a time -and -materials basis and, if the level of effort is less than anticipated, we will bill you the lesser amount. Also, it is possible that the level of effort to perform the review may exceed our estimate and, if so, we will contact you before proceeding to obtain your approval or direction. Proposed Schedule We have prepared the following proposed preliminary schedule: Activity Completion Date MSS Submits Application August 1, 2016 Kick -Off Meetings with Franchisors' Group / MSS August 3, 2016 HF&H Commences Field Work August 3, 2016 HF&H Completes Field Work August 31, 2016 HF&H Reviews Results with MSS September 5, 2016 HF&H Provides MSS Draft Report September 12, 2016 MSS Provides Comments on Draft Report September 19, 2016 HF&H Presents Draft Report to Franchisors' Group for Comment October 26, 2016 HF&H Delivers Final Report October 10, 2016 Boards/Councils Receive Report and Adopt Revised Rates October/November Rates Effective January 1, 2017 The performance of our review, in accordance with the schedule described above, is dependent on: The ability of MSS management to prepare its application and respond to questions in a timely manner; and • The ability of the Franchisors' Group to provide necessary direction and comments to draft work products in a timely manner. We anticipate that neither MSS management nor the Franchisors' Group will have difficulty performing in the manner we have assumed. IN Managing Tomorrow's Resources Today Marin Franchisors' Group July 19, 2016 Page 8 of 8 Thank you for this opportunity to again be of service to you. If you have any questions, please call me at (925) 977-6961. Sincerely, HF&H CONSULTANTS, LLC Marva M. Sheehan, CPA Vice President Attachments: A) Fee Estimate B) Standard Hourly Rates and Billing Arrangements cc: Mr. Joe Garbarino, Jr., Marin Sanitary Service Ms. Patty Garbarino, Marin Sanitary Service Mr. Neil Roscoe, Marin Sanitary Service Mr. Cory Bytof, City of San Rafael Ms. Kim Erwin, HF&H ATTACHMENT A: FEE ESTIMATE 1a Kick-off Meeting with Franchisors Group 8 8 0 0 16 $3,560 1b Kick-off Meeting with Company via a conference call 1 2 0 0 3 $640 1c Completeness & Compliance Review 0 3 6 0 9 $1,395 1d Math Accuracy & Logical Consistency 1 3 6 0 10 $1,645 Task 1 10 16 12 0 38 $7,240 Task 2 Review of Revenues 2a Review of MSS projected revenue 0 1 4 0 5 $735 2b Compare 2015 revenue to MSS' audited financial 1 2 4 0 7 $1,180 statements 2c Review MSS' calculation of three year trend of subscription 0 2 2 0 4 $660 levels and surplus or shortfall from projections 2d Summarize Findings 2 2 4 0 8 $1,430 Task 2 3 7 14 0 24 $4,005 Task 3 Review of Expense 3a Classification of Expenses 0 4 8 0 12 $1,860 3b Calculation of Indexed Expenses 0 4 10 0 14 $2,130 3c Review of Other Expenses 2 12 24 0 38 $6,080 3d Summarize Findings 2 4 4 0 10 $1,820 Task 3 4 24 46 0 74 $11,890 Task 4 Review of Projected Profit 4a Review Calculation of Profit 0 1 1 0 2 $330 Task 4 0 1 1 0 2 $330 July 19, 2016 Page A-1 HF&H Consultants, LLC ATTACHMENT A: FEE ESTIMATE 5a Review MSS' calculations of pass-through expenses and 1 0 revenue(interest, franchise fees, other agency fees, and 8b Review with Franchisors Group 6 other revenue) 0 5b Summarize Findings 1 10 Task 5 2 Task 6 Review Calculation of Reserve for Future Diversion Programs 6a Review MSS' calculations of reserve for future diversion 4 1 programs 0 6b Summarize Findings 1 3 Task 6 5 Task 7 Review of Allocations 7a Review Allocations for Reasonableness and Consistency 1 7b Review of Allocations for San Anselmo and Fairfax 1 Task 7 2 Task 8 Review of Adjustments 4 12 0 17 $2,650 1 1 0 5 13 0 4 0 0 2 0 0 6 0 0 2 2 0 2 2 0 4 4 0 8a Review with MSS Management 4 4 0 0 8b Review with Franchisors Group 6 6 0 0 Task 8 10 10 0 0 Task 9 Rate Comparisons 9a Survey and Document Comparable Rates 1 3 0 16 Task 9 1 3 0 16 3 $580 20 $3,230 8 $1,780 3 $640 11 $2,420 5 $910 5 $910 10 $1,820 8 $1,780 12 $2,670 20 $4,450 20 $2,515 20 $2,515 July 19, 2016 Page A-2 HF&H Consultants, LLC ATTACHMENT A: FEE ESTIMATE 10a Prepare draft report and meet with MSS management 10 10 12 6 38 $6,700 10b Prepare draft report and meet with Franchisors 4 6 4 2 16 $2,920 10c Prepare and distribute Final Report 2 2 2 2 8 $1,370 10d Prepare for and attend council meetings 12 20 0 0 32 $6,900 Task 10 28 38 18 10 94 I $17,890 Labor 65 114 108 26 313 $55,790 Out -of -Pocket Expenses $425 Total Budget before Optional Task $56,215 Optional Task: Contract Review Assistance Assist the FG in reviewing the contracts with MSS: Prepare a matrix terms of all existing FG contracts and other 2 4 12 0 18 $2,900 4 other Marin County agencies Research for other agencies that have similar operational 6 4 4 0 14 $2,820 relationships with their hauler (collection and processing) and present to FG Develop pros and cons of including MRRC and MRRA in the 2 4 0 0 6 $1,280 FG, including, where possible, the financial impact to the ratepayers Perform other tasks as requested by the FG 16 8 8 0 32 $6,640 Total Optional Task 26 20 24 0 70 I $13,640 I Total Budget with Optional Task I $69,855 July 19, 2016 Page A-3 HF&H Consultants, LLC This page intentionally left blank ATTACHMENT B: STANDARD HOURLY RATES AND BILLING ARRANGEMENTS (Effective January 1, 2016)1 Professional Fees Hourly rates for professional and administrative personnel are as follows: Pncitinn President Senior Vice President & Vice President Senior Project Manager Senior Associate/Project Manager Associate Analyst Assistant Analyst Administrative Staff Direct Expenses Standard charges for common direct expenses are as follows: Automobile Travel Document Reproduction Facsimile Telephone Public Conveyances Postage Overnight Mail and Couriers Billing Policies Rate $270 $250-$269 $230-$235 $195-$219 $130-$170 $110-$130 $105 Prevailing IRS mileage rate 15 cents per page (black & white) 75 cents per page (color) No charge No charge Actual Actual Actual Our policy is to bill for our services and direct expenses based on the standard hourly rates of the staff member assigned, multiplied by the time required to perform the client -related tasks, plus the subcontractor services as described above. In implementing this policy we adhere to the following practices: • It is our standard practice to e-mail invoices to our clients, although hard copies of invoices can be sent to clients on request. • We round to the nearest one-half hour (e.g., if two hours and 50 minutes are spent on a task, it is recorded as three hours, if two hours and 10 minutes are spent on a task, it is recorded as two hours). A minimum charge of one-half hour is charged for any client work performed in a day. • We attempt to schedule travel time before and after normal work hours and we do not bill for this time. If travel occurs during normal work hours and we can use public conveyances, we 1 Litigation Support and Expert Witness Services are not covered by this schedule of fees and expenses. July 19, 2016 Page B-1 HF&H Consultants, LLC ATTACHMENT B: STANDARD HOURLY RATES AND BILLING ARRANGEMENTS attempt to use the time productively for the benefit of the client or for another client and this time is billed to the appropriate client. If we must travel during business hours and cannot use the time productively or use a public conveyance, we bill the time to the client on whose behalf we are traveling. • Because public meetings (e.g., Board of Supervisors, City Council, and Board of Directors meetings) generally occur after business hours and are not conducted in accordance with strict schedules, our standard policy is to bill a minimum two-hour charge. • We do not markup out-of-pocket expenses, however, we may charge administrative or professional time related to the provision of the goods and services associated with these charges. • Mileage fees are based on the round-trip distance from the point of origin. • If a client's change to a previously scheduled meeting results in penalties being assessed by a third party (e.g., airline cancellation fee), then the client will bear the cost of these penalties. While no minimum fee for a consulting engagement has been established, it is unlikely (given the nature of our services) that we can gain an understanding of a client's particular requirement, identify alternatives, and recommend a solution in less than twenty-four hours. Insurance We maintain the following policies of insurance with carriers doing business in California: • Comprehensive General Liability Insurance ($2,000,000) • Workers' Compensation ($1,000,000) • Professional Liability Insurance ($2,000,000) • Hired and Non -Owned Auto Liability ($1,000,000) All costs incurred in complying with special insurance, licensing, or permit requirements, including but not limited to naming client as an additional insured and waiver of subrogation, become the responsibility of the client and are not included in the fees for services or direct charges but are billed in addition to the contract at cost, plus any professional or administrative fees. Invoices and Payment for Services Our time reporting and billing system has certain standard formats that are designed to provide our clients with a detailed invoice of the time and charges associated with their engagement. (We typically discuss these with our clients at our kick-off meeting.) We are also pleased to provide our clients with a custom invoice format but we will have to bill the client for any additional costs associated with their unique requirements. Billings for professional services and charges are submitted every month, in order that our clients can more closely monitor our services. A late fee of one and one-half percent per month is applied to balances unpaid after thirty (30) days. July 19, 2016 Page B-2 HF&H Consultants, LLC ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval by the City Council. Save staff report (including this cover sheet) along with all related attachments in the Team Drive (T:) 4 CITY COUNCIL AGENDA ITEMS -> AGENDA ITEM APPROVAL PROCESS --> [DEPT - AGENDA TOPIC] Agenda Item # Date of Meeting: 8/15/2016 From: Cory Bytof Department: City Manager Date: 8/5/2016 Topic: CONTRACT FOR ANNUAL REFUSE RATE REVIEW Subject: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH HF&H CONSULTANTS, LLC IN AN AMOUNT NOT TO EXCEED $69,855 FOR WORK ON THE ANNUAL REFUSE RATE REVIEW FOR THE CITIES OF SAN RAFAEL & LARKSPUR, TOWN OF ROSS, LAS GALLINAS VALLEY SANITARY DISTRICT AND THE COUNTY OF MARIN Type: ® Resolution ❑ Ordinance ® Professional Services Agreement ❑ Other: Staff Report APPROVALS ® Finance Director Remarks: MM - approved 8,18 ® City Attorney Remarks: LG -approved 8!8116 with minor changes. ® Author, review and accept City Attorney / Finance changes Remarks: F71 City Manager Remarks: FOR CITY CLERK ONLY File No.: Council Meeting: Disposition: CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager Project Manager: Cory Bytof Extension: 3407 Contractor Name: HF&H Consultants, LLC Contractor's Contact: Marva Sheehan Contact's Email: msheehan@hfh-consultants.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 7/26/2016 ❑ 7/26/2016 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement 8/1/2016 ® LAG and return to Project Manager 7/28/2016 ® LAG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval Click(ere to enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds en�G— (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official' l 9 City Clerk Attest signatures, retains original agreement and �� t'/� �� forwards copies to Project Manager HF&HCON-01 DPAHLKE ACORO E (MMroD/YYYY) CERTIFICATE OF LIABILITY INSURANCE DATE 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). CONACT PRODUCER License # 0757776 NAME: Alvaro Sapiz HUB International Insurance Services Inc. PHONE (925) 415-1104 FAX No : (925) 884-8028 P. O. Box 5076 AIC No Ext San Ramon, CA 94583 a DRESS: cal.cpu hubinternational.com DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of San Rafael and their officers, agents, employees and volunteers are Additional Insured with regard to General Liability per attached forms SS0008 04/05, Primary/Non-Contributory wording included. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of San Rafael THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Cory Bytof P.O. Box 151560 San Rafael, CA 94915 AUTHORIZED REPRESENTATIVE 0"14w�� ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INSURER(S) AFFORDING COVERAGE NAIC d/ INSURER A: Sentinel Insurance Company, Ltd. 11000 INSURED I INSURER 13: Hartford Casualty Insurance Company 29424 HF&H Consultants, LLC I INSURER C: Regg Penovich 1 INSURER D 201 North Civic Drive, Suite #230 Walnut Creek, CA 94596INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY HAT TH POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR LTR INSD WVD POLICY NUMBER POLICY EFF POLICY EXP MM/DD/YYYY MMIDD/YYYYI LIMITS 1 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,0001 CLAIMS -MADE FK OCCUR X 57SBABH9155 09/06/2016 09/06/2017 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1, 000, 0001 MED EXP (Any one person) $ 10,0001 PERSONAL & ADV INJURY $ 2,000,0001 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,0001 1 jE 1 4,000,0001 POLICY � O LOC PRODUCTS - COMPIOP AGG $ OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 2,000,0001 A ANY AUTO 57SBABH9155 09/06/2016 09/06/2017 BODILY INJURY (Per person) $ 1 ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ _ AUTOS AUTOS X X NON -OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) X UMBRELLA UAB X OCCUR EACH OCCURRENCE $ 3,000,0001 A EXCESS UAB H CLAIMS -MADE 57SBABH9155 09/06/2016 09/06/2017 I AGGREGATE $ 3,000,0001 DED I X I RETENTION $ 10,000 $ 1 WORKERS COMPENSATION X IPER STATUTE I I OTETH AND EMPLOYERS' LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N 57WECZR5765 09/06/2016 09/06/2017 E.L. EACH ACCIDENT $ 1,000,0001 OFFICER/MEMBER EXCLUDED? N / A 1,000,0001 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ , 1 000 0001 , DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of San Rafael and their officers, agents, employees and volunteers are Additional Insured with regard to General Liability per attached forms SS0008 04/05, Primary/Non-Contributory wording included. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of San Rafael THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Cory Bytof P.O. Box 151560 San Rafael, CA 94915 AUTHORIZED REPRESENTATIVE 0"14w�� ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Named Insured: HF&H Consultants, LLC Policy Number: 57SBABH9155 Policy Term: 09/06/2016 to 09/06/2017 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited 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 of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property 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 With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission, Any other person or organization responsible for the 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 of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM Named Insured: HF&H Consultants, LLC Policy Number: 57SBABH9155 Policy Term: 09/06/2016 to 09/06/2017 contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises inconnection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages, the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury' or (I) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c} Any physical or chemical change with respect to their liability for "bodily "property in the product made intentionally injury", damage" or "personal by the vendor; and advertising injury" caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Named Insured: HF&H Consultants, LLC Policy Number. 57SBABH9155 Policy Term: 09/06/2016 to 09/06/2017 BUSINESS LIABILITY COVERAGE FORM (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" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on b () In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 Named Insured: HF&H Consultants, LLC Policy Number: 57SBABH9155 BUSINESS LIABILITY COVERAGE FORM Policy Term: 09/06/2016 to 09/06/2017 (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings 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 Of 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 or 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 in the Declarations. D. LIABILITY AND MEDICAL EXPENSES I �SI��=Y7�P► FY�IZhI� 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of a. Insureds; b. Claims made or "suits" brought, or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations, This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum 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 for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.1b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising 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 we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of. a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 Policy Number. 57SBABH9155 Policy Term: 09/06/2016 to 09/06/2017 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum 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 under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits 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 follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24