Loading...
HomeMy WebLinkAboutCC Resolution 10599 (MSS Refuse Rate Review 2000)RESOLUTION NO. 10599 A RESOLUTION AUTHORIZING AN AGREEMENT WITH HILTON, FARNKOPF & HOBSON, LLC TO PERFORM A REVIEW OF MARIN SANITARY SERVICES 2000 RATE APPLICATION. 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 Hilton, Farnkoof & Hobson, LLC for Refuse Rate Review for the 2000-2001 fiscal vear a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, 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 Mondav the 6th day of March , 20 00 , by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Elel l er, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None �JIEANNE M. LEONCINI, City Clerk Asa AGREEMENT FOR: Review of Marin Sanitary Service's 2000 Rate Application This Agreement is made and entered into this 6th day of March , 20 00 , by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Hilton,Farnkopf and Hobson. LLC hereinafter "CONTRACTOR"). PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Director of Administrative Services, Ken Nordhoff is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Robert D. Hilton 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. 2. DUTIES OF CONTRACTOR CONTRACTOR shall perform the duties and/or provide services as described in Exhibit " A " attached and incorporated herein. 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in his performance under this agreement and shall compensate CONTRACTOR as provided herein. 4. COMPENSATION For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR an amount NOT to exceed $23,100.00 plus the cost of local business license taxes as described in Section 20. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT The term of this Agreement shall commence upon the date of execution of this agreement and shall end on July 31, 2000. 6. TERMINATION A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon ten (10) 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 notice, 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 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 described in paragraph 7 below, 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. 8. INSPECTION AND AUDIT Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents directly related to CONTRACTOR'S 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. Page 2 10. INSURANCE A. During 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 ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($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 ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 11. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, and other entities in the Franchisor's' Group, their officers, agents, employees and volunteers as additionally named insured under the policies; 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 Franchisor's' Group, their officers, agents, employees and volunteers as additional insured under the policies; 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; Page 3 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code, 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. 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. 11. INDEMNIFICATION CONTRACTOR shall indemnify, release, defend and hold harmless CITY, and other entities in the Franchisor's' Group, their officers, agents, employees and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. 12. NONDISCRIMINATION CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, and other entities in the Franchisor's' 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. Page 4 14. NO THIRD PARTY BENEFICIARIES CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Mr. Kenneth A. Nordhoff Assistant City Manager (Project Manager) City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR: Mr. Robert D. Hilton, CMC (Project Director) Hilton Farnkopf and Hobson, LLC 2175 N. California Boulevard, Suite 990 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 terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. Page 5 C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. 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. 19. 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. 20. 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. CONTRACTOR's taxpayer identification number is 94-3097242 , and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 21. APPLICABLE LAW The laws of the State of California shall govern this Agreement. Page 6 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: CiYyClerk Professional contracts\2000\hf&H contract 2000.doc Page 7 CONTRACTOR Name: /�'o 6 /. Title: ?-,-L1Rj I dp,(, 1 f HILTON FARNKOPF & HOBSON, LLC Advisory Services to Municipal Management 2175 N.'California Boulevard, Suite 990 Walnut Creek, California 94596 Telephone: 925/977.6950 Fax: 925/977-6955 www. hfh-consultants.com February 23, 2000 Mr. Kenneth A. Nordhoff Director of Administrative City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Exhibit A Ms. Jean Bonander Services City Manager City of Larkspur 400 Magnolia Avenue Larkspur, CA 94939 Mr. Jeff Rawles Manager Special Projects County of Marin 10 North San Pedro Road, #1022 San Rafael, CA 94903 Mr. Ned Ongaro District Manager Ross Valley Sanitary District 2000 Larkspur Landing Circle Larkspur, CA 94939 Mr. Rabi Elias Public '(Forks Director Town of Ross P.O. Box 320 Ross, CA 94957 Mr. Leon Eddings District Manager Las Gailinas Sanitary District 300 Smith Rancho Road San Rafael, CA 94903 San Francisco Newport Beach Sacramento Portland Re: Proposal to Perform a Review of Marin Sanitary Service's 2000 Rate Application Dear Ms. Bonander and Gentlemen: Jn response to Mr. Nordhoff's request, Hilton Famkopf & Hobson, 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 July 1, 2000. Backg1ound In 1995, the Franchisors adopted a new methodology that would be used to set MSS' refuse collection and disposal as well as recyclable collection and processing rates. The methodology alternates detailed reviews with summary reviews (based largely on the detailed review, the use of indices and the review of a fete key matters such recycled el paper Marin Sanitary Services Franchisors Group February 23, 2000 Page 2 as revenues and disposal costs). In 1998 the last detailed review was performed and in 2000 the abbreviated review will again be conducted. Scope of Work and Schedule We Neill perform the following tasks related to the reviev,, of MSS' Application. The schedule for the performance of these tasks is presented in parentheses and refers to the week beginning on the date indicated. Task 1: Determination of Index Value, (T\4arch 17. 2000) For each index used for adjusting costs, ive will obtain and document the most recent value and the index's value 12 months ago. VVe will provide these results to MSS for their revieiv and comment. We will meet once with NiSS management to discuss these values and any differences between their calculations and ours. Task 2: Pre -Fieldwork (March 31, 2000) 2.1 We will meet with MSS management to receive the application and discuss the review schedule. 2.2 Thereafter, we will revieiv the application to ensure that it is complete and in compliance with the methodology. Task 3: Review of Revenues (April 3 to April 14, 2000) I3F&H will revieiv MSS management's projection of collection and non -collection revenues for the 12 -month periods beginning July 1, 2000 and 2001. We will compare the results to MSS' audited financial statements for the rate year 1999 and request explanations for variances. Task 4: Review of Expenses (April I to April 14, 2QQL We will review the appropriateness of MSS management's classification of expenses into the various expense categories. VNIe will review MSS management's calculation of rate year 2000 expense. Depreciation/Lease Expense and Interest Expense projections will be reviewed by evaluating the reasonableness of HISS Marin Sanitary Services Franchisors Croup February 23, 2000 Page 3 management's estimates for these expenses based on historical expenses and management's plans. Task 3: Review of Projected Profit (April 14 2000) HF&H Neill review MSS management's calculation of projected profit for compliance with the procedures and mathematical accuracy. Task 6: Ft iew of Rate Adjustments (April 21 2 0 We will review MSS management's calculation of adjustments to the current rate revenues, giving effect to any adjustments identified through performance of the procedures described above. Task 7: Communicate Fi:n. dines (April 21, 2000 to April 28, 2000) HF&H will meet once with MSS management to present and obtain its comments regarding our findings and recommendations. We will make any appropriate adjustments to our preliminary findings and recommendations. Task 8: Eraagement Management We will prepare and amend detailed workplans, monitor engagement progress, and provide sufficient resources to ensure timely completion of the engagement, review analytical results and interim findings, review the draft and final report, and respond to questions regarding the progress of the engagement and other issues. Limitations Every approach to an engagement is limited in its scope. The major limitations regarding our proposed scope of Nvork are: The scope of work described above is different than an audit of financial statements performed in accordance with Generally Accepted Auditing Standards, which is performed by HISS' auditor. The tasks presented above will be performed in a manner that will allow us to achieve the objectives of the review in a cost effective manner. IYe will rely on Marin Sanitary Services Franchisors Croup February 23, 2000 Page 4 MSS' auditor with regard to matters related to MSS' internal controls. Our testing of judgmental samples of transaction and analytical procedures, used in the Detailed Rate Review but not in the Rate Index Methodology, will only be for the purpose of providing evidence which supports our findings and recommendations regarding MSS' application. • Our review will be conducted in accordance with the Rate Index Methodology adopted by the Franchisors Croup. This methodology includes the review of MSS management's projection of the future results of operations. We will review these projections for reasonableness and propose adjustments as appropriate. We accept no responsibility to update these adjusted projected results after the date of our report. Additionally, the projections result from assumptions regarding future events and management's planned response to them. Frequently, future events do not occur as anticipated and the difference can be material. • The performance of our review in accordance with the schedule described above is dependent on: - The ability of MSS managemen to prepare its application and respond to questions in a timely manner; and, The ability of the Franchisors to provide necessary direction and comments to draft work products in a timely -manner. We anticipate that neither MSS- management nor the Franchisors will have difficulty performing in the manner we have assumed. We have neither included in the scope cf our work modifications to any of the individual Franchisors' rates nor rate structures. If anv of the Franchisors would like us to perform these functions, ive would be pleased to discuss the matter with them. We have also not included in the scope of our work presentations to the Franchisors' governing bodies. However, ive would be pleased to do so based on arrangements made with the requesting Franchisor. Marin Sanitary Services Franchisors Group February 23, 2000 Page 5 ata f I will be responsible for directing the project and will perform all sub -tasks related to the project management task described above, as well as attending all meetings with the Franchisors and key meetings with MSS' management. 1 will be assisted by less senior experienced staff at lower billing rates who will perform certain tasks under my direction. Fee Based on our last Rate Index ivfethodology, I estimate our professional fees for this scope of work to be $21,450. Our out-of-pocket expenses should not exceed $1,650. Therefore, we propose to perform this scope of work for a not -to -exceed fee of $23,100. As in the past, we will bill you in acco_dance with our standard rates and practices. Thank you for this opportunity to again be of service to you. If you have any questions, please call me at 925/9'77-6952. Very truly ,yours, HILTON FARNKOPF & HOBSON, LLC Robert D. Hilton, CMC President Copies to: Mr. Joe Garbarino, Jr., Marin Sanitary Service Mr. Doug Griffith, Marin Sanitary Service