HomeMy WebLinkAboutCC Resolution 9780 (Refuse Rate Review; HF&H)RESOLUTION NO. 9780
A RESOLUTION AUTHORIZING THE SIGNING OF AN
AGREEMENT WITH HILTON, FARNKOPF & HOBSON, LLC
FOR REFUSE RATE REVIEW FOR THE 1997/98 FISCAL
YEAR
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, Farnkopf & Hobson, LLC for Refuse Rate Review
for the 1997/98 fiscal year
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 reaular meeting of the City
Council of said City held on Tuesdav the 21st
day of January , 19 97 , by the following vote, to wit:
AYES: COUNCILMEMBERS: Heller, Miller, Phillips & Vice -Mayor Cohen
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Mayor Boro
JEANWEiK.LEONCINI, City Clerk
��IGI�AIPexe°
AGREEMENT
FOR Review of Marin Sanitary Service's
1977 Rate Application
This Agreement is made and entered into this 21st day of
JANUARY , 1997 , by and between the CITY OF SAN RAFAEL
(hereinafter "CITY"), and Hilton Farnkopf and Hobson. LLC
hereinafter "CONTRACTOR").
1. 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
$18,500.00 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.
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COPY
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, 1997.
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
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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. 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 Franchisors' Group, their
officers, agents, employees and volunteers as additionally named
insureds 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 Franchisors' Group, their officers, agents,
employees and volunteers as additional insureds 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;
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 and other applicable laws and
regulations, and as necessary to protect both CONTRACTOR and CITY
against all liability for injuries to CONTRACTOR's officers and
employees.
D. Any deductibles or self-insured retentions in
CONTRACTOR's insurance policies must be declared to and approved by
the PROJECT MANAGER and the City Attorney. 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 Franchisors' Group, their
officers, agents, employees and volunteers, against any claim,
demand, suit, judgement, 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,
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in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this
Agreement in accordance with these laws, ordinances, codes and
regulations. CONTRACTOR shall release, defend, indemnify and hold
harmless CITY, and other entities in the Franchisors' Group, their
officers, agents and employees from any and all damages,
liabilities, penalties, fines and all other consequences from any
noncompliance or violation of any laws, ordinances, codes or
regulations.
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
Director of Administrative Services
(Project Manager)
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael CA 94915-1560
TO CONTRACTOR: Mr. Robert D. Hilton, CMC
(Project Director)
Hilton Farnkopf and Hobson, LLC
2201 Walnut Avenue Suite 280
Fremont CA 94538-2334
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.
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17. ENTIRE AGREEMENT -- AMENDMENTS
A. The terms and conditions of this Agreement, all
exhibits attached, and all documents expressly incorporated by
reference, represent the entire Agreement of the parties with
respect to the subject matter of this Agreement.
B. This written Agreement shall supersede any and all
prior agreements, oral or written, regarding the subject matter
between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or
oral, relating to the subject matter of this Agreement, shall be
valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not
be altered or modified except by a written amendment to this
Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and
conditions of this Agreement, and the terms and conditions of the
attached exhibits or the documents expressly incorporated by
reference, the terms and conditions of this Agreement shall
control.
18. 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
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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.
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 Rod Gould
ATTEST:
M�
C' y rk CleJe
M. Leoncini
City AttorAy Gary �. Ragghianti
FA
CONTRACTOR
HILTON F_ARRNNK,✓OPF AND ROBS N, /ILLC
By: `/-� <LG C-C-LIQ//�! K ' ,C_ L
Name: A. nA*, : 4 'Z /'Z'
Title:
Exhibit A
HILTON FARNKOPF & HOBSON
_ Advisory Services to
=E _Municipal Management
2201 Walnut Avenue, Suite 280
Fremont, California 94538-2334
Telephone: 510/713-3270
Fax: 510/713-3294
December 2, 1996
Mr. Kenneth A. Nordhoff
Director of Administrative Services
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Copy by facsimile: Orig nal by mail
Re: Proposal to Perform a Review of Marin Sanitary Service's 1997
Rate Application
Dear Mr. Nordhoff:
Fremont
Newport Beach
In response to Mr. Ongaro's request of October 24, 1996, and subsequent discussions
with the Franchisors' Group on November 19, 1996, Hilton Farnkopf & Hobson,
LLC is pleased to present this proposal to perform a review of Marin Sanitary
Service's (MSS) application for rates to be effective July 1, 1997.
Background
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 few key matters such
as revenues and disposal costs). In 1995 the last detailed review was performed and
in 1996 the abbreviated review was conducted for the first time. The abbreviated
review procedures will be used again in 1997.
Scove of Work and Schedule
We will perform the following tasks related to the review 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.
recycled 0 Paper
Mr. Kenneth A. Nordhoff
December 2, 1996
Page 2
Task 1: Determination of Index Values (March 3, 1997)
For each index used for adjusting costs, we will obtain and document the most
recent value and the index's value 12 months ago. We will provide these results to
MSS for their review and comment. We will meet once with MSS management to
discuss these values and any differences between their calculations and ours.
Task 2: Pre -Fieldwork (March 10, 1997)
2.1 We will meet with MSS management to receive the application and
discuss the review schedule.
2.2 Thereafter, we will review the application to ensure that it is complete
and in compliance with the methodology.
Task 3: Review of Revenues (March 10 to March 31, 1997)
HF&H will review MSS management's projection of collection and non -collection
revenues for the 12 -month periods beginning July 1, 1996 and 1997. We will
compare the results to MSS' audited financial statements for rate year 1995 and
request explanations for variances.
Task 4: Review of Expenses (March 10 to March 31, 1997)
We will review the appropriateness of MSS management's classification of
expenses into the various expense categories. We will review MSS management's
calculation of rate year 1997 expense. Depreciation/ Lease Expense and Interest
Expense projections will be reviewed by evaluating the reasonableness of MSS
management's estimates for these expenses based on historical expenses and
management's plans.
Task 5: Review of Projected Profit (March 31, 1997)
HF&H will review MSS management's calculation of projected profit for
compliance with the procedures and mathematical accuracy.
Task 6: Review of Rate Adjustments (March 31, 1997)
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.
HILTON FARNKOPF & HOBSON, LLC =E.E
Mr. Kenneth A. Nordhoff
December 2, 1996
Page 3
Task 7: Communicate Findings (April 7 to April 21, 1997)
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: Engagement 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 reports,
and respond to questions regarding the progress of the engagement and other
issues.
Limitation:
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 than an audit of financial
statements performed in accordance with Generally Accepted Auditing
Standards, which is performed by MSS' 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. We will rely on
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' Group. 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.
HILTON FARNKOPF Sc HOBSON, LLC =E=�
Mr. Kenneth A. Nordhoff
December 2, 1996
Page 4
• 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 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.
• The passage of Proposition 218 may require modifications to this scope of work.
If so, we would be pleased to discuss modifying our scope of work with the
Franchisors' Group.
We have neither included in the scope of our work modifications to any of the
individual Franchisors' rates nor rate structures. If any of the Franchisors would
like us to perform these functions, we 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, we would be pleased to do so based on
arrangements made with the requesting Franchisor.
Staffing
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.
I 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 Methodology, I estimate our professional fees for this
scope of work to be $17,000. Our out-of-pocket expenses should not exceed $1,500.
Therefore, we propose to perform this scope of work for a not -to -exceed fee of
$18,500.
HILTON FARNKOPF & HOBSON, LLC
HFFI
Mr. Kenneth A. Nordhoff
December 2, 1996
Page 5
As in the past, we will bill you in accordance with our standard rates and practices
as described in Attachment A.
Thank you for this opportunity to again be of service to you. If you have any
questions, please call me at 510/713-3272.
Very truly yours,
HILTON FARNKOPF HOBSON, LLC
Robert D. Hilton, CMC
President
Attachment A:
Standard Billing Rates and Practices
Copies to:
Ms. Jean Bonander
City Manager
City of Larkspur
420 Magnolia Ave.
Larkspur, CA 94939
Ms. Dee Johnson
Manager Special Projects
County of Marin
10 North San Pedro Rd. #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 Works Director
Town of Ross
P.O. Box 320
Ross, CA 94957
Ms. Nadine A. Muller
Chief Financial Officer
Marin Sanitary Service
1050 Andersen Drive
San Rafael, CA 94901
Mr. Peter Vine
District Manager
Las Gallinas Sanitary District
300 Smith Ranch Road
San Rafael, CA 94903
HILTON FARNKOPF & HOBSON, LLC = E
Attachment A
HILTON FARNKOPF & HOBSON, LLC
BILLING RATE SCHEDULE AND STANDARD TERMS
Professional Fees
Hourly rates for professional and administrative personnel are as follows:
Position
President
Senior Vice President
Vice President
Senior Associate
Associate
Assistant
Administrative Staff
Direct ExvenseS.
Standard charges for common direct expenses are as follows:
Automobile Travel
Document Reproduction (over 25 pages per run)
Facsimile
Telephone
Public Conveyances
Postage
Overnight Mail and Couriers
Updated 8/26/%
Rate
$200
$165-$180
$155
$110-$135
$90-$100
$65-$85
$45
$0.31 /mile
$0.15/page
No charge
No charge
Actual
Actual
Actual
HILTON FARNKOPF & HOBSON, LLC =E_E
Billing Policies
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:
• 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 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 mark up 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. Costs for outside consultants and
subcontractors are billed at actual cost plus a 15 percent administrative fee.
• 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.
Updated 8/26/96 Oft
HILTON FARNKOPF & HOBSON, LLC —E—E
Insurance
We maintain the following policies of insurance with carriers doing business in
California:
• Comprehensive General Liability Insurance ($1,000,000)
• Workers Compensation ($1,000,000)
• Professional Liability Insurance ($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 two weeks, in order
that our clients can more closely monitor our services. Alternatively, if a project is of
substantial duration, we will arrange to bill on a monthly basis, if the client prefers. In
either case, a late fee of one and one-half percent per month is applied to balances
unpaid after thirty (30) days.
Updated 8/26i96
HILTON FARNKOPF & HOBSON, LLC � -