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HomeMy WebLinkAboutCC Resolution 9519 (Waste Management Study)RESOLUTION NO. 9519 A Resolution Authorizing the Signing of a Contract, Lease or Agreement THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a contract, lease or agreement with Hilton Farnkopf & Hobson (Waste Manaaement Studv) in a form to be approved by the City Attorney. 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 MONDAY the 4th day of DECEMBER , 1995 , by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Heller DISQUALIFIED: COUNCILMEMBERS: Zappetini (due to conflict of interest) JE NE M.LEONCINI, City Clerk BRIGINA10S,q AGREEMENT FOR Evaluation of Alternative Organizations for Solid Waste Management This Agreement is made and entered into this 4th day of DECEMBER , 199 5 , by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Hilton, Farnkopf & Hobson hereinafter "CONTRACTOR"). RECITALS WHEREAS, City and other jurisdictions (as defined in Exhibit "A") desire to evaluate the effectiveness of the countywide JPA for Solid Waste Management; and, WHEREAS, Contractor represents that it has the expertise, experience and willingneE to perform said evaluation, 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. The Finance Director 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. gnhPrt u;lt-nn 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 provide services as described in Exhibit "A" attached and incorporated herein. 3. DUTIES OF CITY. CITY shall facilitate the payment of CONTRACTOR for performance under this agreement. CITY shall cooperate in all 1 reasonable ways with CONTRACTOR in its performance under this agreement. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR a fee, not to exceed $25,000 in a manner more particularly set out in Exhibit "A". 5. TERM OF AGREEMENT. CONTRACTOR shall complete performance under this agreement on or before February 1, 1996. Upon mutual agreement of the parties, and subject to the approval of the PROJECT MANAGER, the term of this Agreement shall be extended for an additional one month period. 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 and materials prepared for or relating to the performance 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. B. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available 2 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. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A coir,:)rehensive 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 10. 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, its officers, agents, and employees as additionally named insureds under the policies; 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage 3 required herein, and (b) specific endorsements naming CITY, its officers, agents and employees, 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, its officers, and employees, 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 4 Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 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. Ransom Coleman, Finance Director (Project Director) City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, California 944915-1560 TO CONTRACTOR: Robert D. Hilton, Managing Partner (Project Director) Hilton, Farnkopf & Hobson 39350 Civic Center Drive Suite 100 Fremont, California 94538-2331 510/713-3270 (fax) 510/713-3294 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 5 of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 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 FAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code (or CONTRACTOR is exempt for the business license requirement of the San Rafael Municipal Code because ). CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number is 44-30.47242 , and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF AN RAFAEL CONTRACTOR -HILTON, FARNKOPF & HOBSON - I /l — — ' , � � By M ozY Alber, - J. Boro Name: Robert Hilton ATTEST: 7 Title:Manaaina Partner Services/Professional Services Contract Form 1 (1.95) HILTON FARNKOPF & r.tJBSON Advisory Services to =E Municipal Management 39350 Civic Center Drive, Suite 100 Fremont, California 94538-2331 Telephone: 510/713,3270 Fax: 5101713.3294 November 27, 1995 Mr. Ransom Coleman Finance Director City of San Rafael 1400 Fifth Avenue San Rafael, CA 94915-1560 Covv by facsimile: Original by Mail EXHIBIT A Fremont Newport Be;tch Re: Proposal to Assist in the Evaluation of Alternative Organizations for Solid Waste Management Dear Mr. Coleman: Hilton Farnkopf & Hobson is pleased to present this proposal to provide consulting support to the City of San Rafael, Los Gallinas Sanitary District, Ross Valley Sanitary District, City of Larkspur, and Town of Ross (jurisdictions) in their evaluation of alternative organizations for solid waste management. Background The Jurisdictions have joined with other municipal agencies in Marin County to form a countywide joint powers authority for the management of certain solid. waste activities (Countywide JPA). The Jurisdictions recognize that these activities must be performed and that economies of scale result from several jurisdictions joining together in their performance. However, the Jurisdictions are concerned that the Countywide JPA may not be cost- effectively pursuing the interests of the rate payers they represent. A few of the areas of concern are: • Certain public education activities of the Countywide JPA may be duplicative of efforts currently performed by Marin Sanitary Service resulting in the Jurisdictions' rate payers paying twice for the same service. • The agreed upon formula for funding the Countywide JPA may result in the Jurisdictions' rate payers paying more than their fair share for the activities of the Countywide JPA. recycled ILJ paper -E HILTON FARNKOPF & HOBSON November 27, 1995 Mr. Ransom Coleman Page 2 • Despite their participation in the Countywide JPA, the Jurisdictions feel insufficiently informed about fiscal year 1995 results of the Countywide JPA's operations; whether funds are due to or due from the Redwood Landfill for landfill disposal services; and, the relationship between the nearly $1 million fiscal year 1996 budget for the Countywide JPA and the programs to be financed from that budget. The agreement that formed the Countywide JPA, provides that members may withdraw effective July 1 upon giving notice of their intent to withdraw by the preceding May 1. While the Jurisdictions have not concluded that they will give such notice, they are sufficiently concerned that they would like an evaluation of their options sufficiently to prior to the May 1 date in order to allow discussion of the alternatives prior to the giving of any notice. Approach and Workplan Our approach to this engagement is intended to: • Evaluate the Countywide JPA's performance, vis-a-vis the Jurisdictions' interests, in order to identify whether the JPA is fulfilling those interests and, if not, how the Jurisdictions interests could -e fulfilled through the existing Countywide JPA. • Identify and evaluate organizational alternatives to the current Countywide JPA that might be available to the Jurisdictions for the performance of those activities currently performed by the Countywide JPA on their behalf. Our work plan will consist of the following tasks: 1. Evaluate the work program for 1995/96 that was prepared by the JPA to determine whether it is all necessary. We will identify and document the major activities that must be performed by districts, towns, and cities by State law and regulation, through a review of the Countywide Integrated Waste Management Plan, other solid waste management plans and discussions with representatives of the Integrated Waste Management Board. recycled LJ paper HILTON FARNKOPF & HOBSON November 27, 1995 Mr. Ransom Coleman Page 3 2. Assuming that the workplan will be completed by July 1st, identify what still has to be done to satisfy State requirements for AB 939. We will identify and document which of these activities have been performed or are anticipated to be performed by the JPA by July 1st and at what cost, based on a review of the JPA workplan and the latest adopted budget for the JPA. 4. Estimate what it would cost the Jurisdictions to form and operate their own JPA to meet the State requirements and determine whether it would be cost effective compare to the current JPA. We will identify alternative organizations for the performance of those activities currently performed by the Countywide JPA (e.g., a smaller joint powers authority composed of the Jurisdictions (Small JPA), a combination of the Countywide JPA and a Small JPA, etc.) and estimate budgets for these alternative organizations. 5. Prepare a report of our findings that will initially be reviewed in a meeting with the Jurisdictions and then will be finalized and made available for distribution. I will be the Engagement Partner attending all meetings with the Jurisdictions, reviewing detailed work plans, analyses and work -roducts. The Engagement Manager will be Mr. Scott Hanin, a Senior Associate with our firm. Mr. Hanin will be assisted by other less senior staff where their experience qualifies them to perform certain tasks in order to minimize the fees related to this matter. Our resumes are available upon request. Schedule I have assumed that the engagement would commence in early December. Because of the approaching holidays and the necessity to coordinate the performance of certain tasks with various other parties, I anticipate that we will be prepared to present our report to you by the end of February, 1996. Fee I estimate the time required by the engagement staff to perform the tasks identified above will not exceed 225 hours. Based on this estimate our fees would be $25,000. recycled .J paper A -ESE HILTON FARNKOPF & HOBSON November 27, 1995 Mr. Ransom Coleman Page 4 If our actual hours are less and this results in lower professional fees, we will bill you the lesser amount. Should other jurisdictions in Marin County wish to participate in this engagement, certain of our tasks will require additional hours. We will bill for our services based on the hours worked on your matter multiplied by the hourly rates of the persons performing the tasks, plus related out-of-pocket expenses. Our invoices will present the actual hours worked by staff member and task. Payment is due in 30 days and outstanding balances beyond 30 days may be asses a 1% additional fee per month. We appreciate the opportunity to again be of service to the Jurisdictions. We trust that this proposal is responsive to your needs. If you have any further questions or if it would be helpful for us to revise our proposal in order to be more responsive, please call me at 510/713-3270. If not, please indicate your acceptance of this proposal by having an authorized representative of the City sign below. Very truly yours, Robert D. Hilton, CMC Managing Partner - CITY OF SAN AEL I Accepted by: (Signature) ALBERT J. BORO (Name) MAYOR (Title) ATTEST: -k r''` np e'a4ne M. Lecincini City Clerk recycled IL"J paper December 4, 1995 (Date)