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HomeMy WebLinkAboutCC Resolution 12816 (MSS Rates 2010)RESOLUTION NO. 12816 RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH HF &H CONSULTANTS, LLC TO PERFORM A REVIEW OF MARIN SANITARY SERVICE'S 2010 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 HF & H Consultants for Refuse Rate Review of Marin Sanitary Service's Rate Application for the 2010 calendar year, in a form to be approved by the City Attorney. The agreement shall be on the terms described in the August 6, 2009 HF &H Consultants, LLC Proposal attached hereto as Exhibit A and incorporated herein by reference, excluding the services relating to the Towns of Fairfax and San Anselmo described in Attachment B of the Proposal. 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 17" day of August, 2009, by the following vote, to wit: AYES: COUNCILMEMBERS: Brockbank, Connolly, Heller, Miller & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTHER C. BEIRNE, City Clerk /J8/ AGREEMENT FOR: Review of Marin Sanitary Service's 2010 Rate Application This Agreement is made and entered into this 18 th dgy of August 2009, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and HF and 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 Sanitary District (the "Franchisors Group") have similar franchise agreements with Marin Sanitary Services; and WHEREAS, the City of Larkspur, the City of San Rafael, the Town of Ross, the County of Marin and the Franchisors Group have utilized a jointly sponsored program to conduct reviews of Marin Sanitary Services operations and expenses pursuant to the Franchise Agreements; and WHEREAS, the Franchisors Group desires to utilize the services of HF& H Consultants to conduct the review; and WHEREAS, the Franchisors Group desires that CITY be the lead agency for purposes of contracting for the required review; and WHEREAS, all members of the Franchisors Group have agreed to be equally liable for the costs of the services of HF and H Consultants under this Agreement, to the extent that any such cost cannot be passed through to Marin Sanitary Services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. Economic Development Specialist, Stephanie Lovette, 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. 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. 2. DUTIES OF CONTRACTOR CONTRACTOR shall perform the duties and/or provide services as described in the "Scope of Services" in Exhibit " A " attached and incorporated herein. 3. DUTIES OF CITY CITY shall cooperate with CONTRACTOR in its 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 a professional services fee not to exceed $76,000, based on the hourly rates and services described in "Attachment A" of Exhibit "A" attached hereto, and including 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 June 30, 2010. 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. K 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. 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 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 3 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. PROJECT MANAGER and the City Attorney shall approve the insurance as to form and sufficiency. 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, 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. tl 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 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. Ken Nordhoff, City Manager City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael CA 94915-1560 TO CONTRACTOR: Mr. Robert D. Hilton, President Hilton Farnkopf and Hobson, LLC 2175 North California Boulevard, Suite 990 Walnut Creek, CA 94596 19 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. 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL City Klbizqger ATTEST: , ' City Clerk APPROVED AS TO FORM: City Attorney I ED\rdaspeci a I ist\projects\refuse\hf&hcontract10 CONTRACTOR By: ;{ f, , ,�vG�v1 Name: f� r� ; �� ,� �`� / � c�• , Title: N /-,'.\ i r115,. ATTACHMENT A Fee Estimate Marin Franchisors Group Review of Marin Sanitary Service's 2010 Rate Application Senior Detail Rate Review Hilton Sheehan Assoc Associate Admin Billing Rate $245.00 $225.00 $180.00 $125.00 $90.00 Task/Step Description Task 1 Preliminary Application Review 1.1 Kick -Off Meeting with Franchisors Group 1.2 Kick -Off Meeting with Company 1.3 Completeness & Compliance Review 1.4 Math Accuracy & Logical Consistency 1.5 Reconciliation to Financial Statements Sub -total Hours Fees Task 2 Revenue Testina Sub -total Hours Fees Task 3 Expense Testinq 3.1 Review Forecasted Annual Cost of Operations 3.2 Review Allocation Methodology Sub -total Hours Fees Task 4 Profit Calculation Sub -total Hours Fees Task 5 Calculation of Necessary Rate Adiustments Sub -total Hours Fees Task 6 Comparison of Actual to Forecasted Results Sub -total Hours Fees Task 7 Additional Member Agencies 7.1 Calculate effects of Fairfax & San Anselmo inclusion into Group Sub -total Hours Fees Task 8 Communication of Results 81 Present Preliminary Findings to MSS 8.2 Draft Report 8.3 Revise Draft Report and Present to Franchisors 8.4 Final Report Sub -total Hours Fees Task 9 Rate Comparison Studv Sub -total Hours Fees Task 10 Engagement Management Sub -total Hours Fees Total Fees Hours Fees Total 4 4 0 0 0 - $0 $0 4 4 $( 4 8 4 1 8 4 16 16 4 1 8 10 4 4 2 1 8 2 4 4 8 7 24 0 41 $980 $1,800 $1,260 $3,000 $0 $7,041 4 2 14 20 $225 $720 $0 $450 $2,520 $2,500 $0 $5,471 21 2 65 67 $625 $0 $3,94! 2 2 12 27 46( $4,410 2 4 77 94 0 171 $490 $900 $13,860 $11,750 $0 $27,00( Sub -total $7600( 1 1 $0 $0 $180 $0 $0 $18( 2 12 10 V $0 $450 $2,160 $1,250 $0 $3,86( 2 10 15 2 $0 $450 $1,800 $1,875 $0 $4,11 0 0 0 0 0 - $0 $0 $0 $0 $0 $( 4 8 4 2 4 16 16 4 4 6 10 4 4 2 14 8 2 4 8 28 42 26 12 11( $1,960 $6,300 $7,560 $3,250 $1,080 $20,151 1 4 16 21 $0 $225 $720 $0 $1,440 $2,38! 4 4 8 5 0 21 $980 $900 $1,440 $625 $0 $3,94! 18 51 175 194 28 46( $4,410 $11,475 $31,500 $24,250 $2,520 $74,15! Out -of -Pocket Expenses IMIf Sub -total $7600( Contingency Total Budget $ S:\Clients\S\San Rafael\2009\2010 MSS Rate Application Review\Proposal\llttach A - Fee Estimate - Fran Grp