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Home My WebLink About7.2 SolidWasteCollection CITY CLERK File # DI~l¡i51öJ-~ AGENDA STATEMENT CITY COUNCIL MEETING DATE: January 18,2005 SUBJECT: Solid Waste Collection Transition and Construction and Demolition Debris Franchise Consulting Services Agreement Report Prepared By: Jason Behrmann, Administrative Analyst ATTACHMENTS: 1) 2) Resolution Approving Agreement with R3 Consulting Group Budget Change Fonn RECOMMENDATION:A IIX' I) It/v 2) Adopt Rcsolution Approve Budget Change in the amount of$55,890 FINANCIAL STATEMENT: The total cost of services is for an amount not to exceed $55,890, which requires a Budgct Change in thc amount of$55,890 from Unappropriated Recycling Fund Rcserves. DESCRIPTION: The City of Dublin's current Agreement with Waste Management Inc. ("WMI") for residential and commercial solid waste collection and disposal services expires on Junc 30, 2005. In April of 2004, the City engaged R3 Consulting Group ("R3") to assist with thc administration of a competitive procurcment process for residential and commercial solid wastc services. On December 6, 2004, the City awarded a Collection Service Agreement to Amador Vallcy Industries ("A VI"), and a Disposal Service Agreement to WMI, both of which begin on July I, 2005. Transition Scrvices The new Collection Service Agreement requires A VI to implement several new programs, including an on-call large item collection program, a residential organic waste collcction program, bundled commercial recycling and an extensive public education and outreach program among others. In order to havc these programs ready lor implementation by July 1, 2005, A VI will need to complete a significant number of tasks and procedures during the six-month transition pcriod. The City recognizes that this is an aggressive schedule that may prcsent significant opcrational challenges and customer service issues. In an effort to cnsurc a smooth transition and minimize the impacts to City staff and the community, the City requested that R3 submit a proposal to provide assistance during the initial transition period, from approximately January 2005 through September 2005. The primary objectives of the consulting services agreement with R3 are to monitor all transition activities, contractual requirements and deadlincs, and to ~______________________________________________________________________~.____w_________________________~____~ H/cc-forrnslagdastmt.doc COPIES TO: Ric Hutchinson, R3 Consulting Group ITEM NO. 7.2- I Dba facilitate communications between the City, contractors and the community. The tasks that R3 will accomplish during this period are described in Exhibit A to the agreemcnt, included as Attachment 1. Construetion and Demolition Debris Franehise Al!reement The collcction of construction and demolition (C&D) debris is not part ofthe ncw Collection Service Agreement with A VI, nor is it part of the current agreement with Waste Management. This service was intentionally excluded from the agreement to allow more scrvicc options and competition from haulcrs that specialize in collccting and recycling C&D materials. The City's current Solid Waste Ordinance rcquircs companies collecting source separated recyclable materials such as C&D, to receive a Recycling Transporter Pemlit from the City. There are currently 6 companics operating in the City under this permitting system. The problem with this system is that it only requires an annual payment of $50.00 and does not have specific insurance or reporting requirements. Staff rccommends developing a non-exclusive construction and demolition collcction franchise agreement that would replace the current permitting system and correct these deficiencies. It is recommended that all collection companies pay franchise fees to reimburse the City for administration of the program, road maintenance and other costs associated with heavy-duty truck traffic. All companies wanting to perfonn C&D debris collection services in the City, including A VI would bc required to enter into a non-exclusive franchise agrcement with the City. The tasks that R3 will accomplish for this project arc described in Exhibit A. It is anticipated that the draft agreement will be prcsented to the City Council for approval in May 2005. RECOMMENDATION: Staff recommcnds that thc City Council adopt the Resolution approving the Consulting Services Agreement with R3 Consulting Group and approve the Budgct Change in the amount of$55,890. ~'Þ9.. 1'b2Ç RESOLUTION NO. - OS A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AN GREEMENT WITH R3 CONSULTING GROUP FOR SOLID WASTE FRANCHISE TRANSITION AND CONSTRUCTION AND DEMOLITION DEBRIS FRANCHISE SERVICES WHEREAS, thc City currently has a solid waste fÌanchise agreement which will expire on June 30,2005; and WHEREAS, in April of 2004, the City engaged R3 Consulting Group ("RJ") to assist with thc administration of a competitivc procurement process for residential and commercial solid waste services; and WHEREAS, on December 6, 2004, the City awarded a Collcction Service Agreement to Amador Valley Industrics ("A VI"), and a Disposal Service Agreement to WMI, both of which begin on July 1, 2005; and WHEREAS, in an effort to cnsure a smooth transition and minimize the impacts to City staff and thc community, the City requested that R3 submit a proposal to provide assistance during the initial transition period, from approximately January 2005 through September 2005. The primary objectives of the agrcement with R3 arc to monitor all transition activities, contractual requiremcnts and deadlines, and to facilitate communications between the City and the Contractors; and WHEREAS, thc primary objectives ofR3 are to monitor all transition activities, contractllal requirements and deadlines, and to facilitate communications bctween the City and the Contractors; and WHEREAS, the City is interested in devcloping a non-exclusive fÌanchise agrecmcnt for the provision of Construction and Demolition Debris Services. WHEREAS, thc City Council received and considered the report outlining the proposal sllbmitted by R3 Consulting Group; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin docs hereby approve the agreement for consulting services with R3 Consulting Group attaehed hereto. and authorizes the City Manager to execute to agreement, in the amount not to exceed $55,890 PASSED, APPROVED AND ADOPTED this 18th day of January, 2005. AYES: NOES: ABSENT: -ß-c5' ï.2- ATTACHMENT 1 ABSTAIN: ATTEST: City Clerk '2c1b2~ .~~....~-~ Mayor ~'b '2.6 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND R3 CONSULTING GROUP THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and R3 Consulting Group("Consultant") as of January 18, 2005. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The tellTl of this Agreement shall begin on the date first noted above and shall end on September 30, 2005, and Consultant shall complete the work described in Exhibit A prior to that date, unless the tellTl of the Agreement is otherwise tellTlinated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perfollTl all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assianment of Personnel. Consultant shall assign only competenl personnel to perfollTl services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the tellTl of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $55,890, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services perfollTled by more than one person. Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18,2005 Page 1 of 13 ~'b 2.~ Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreemen\, based on the cost for services performed and reimbursable costs incurred prior to the invoice dale. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill NO.1 for the first invoice, etc.; · The beginning and ending dates of the billing period: · A Task Summary containing the original contract amoun\' the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the worn, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agen\, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; · The Consultant's signature. 2.2 Monthlv Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 2 of 13 ?~ 7.6" In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work periormed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the tenns of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to periorm the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall fumish physicai facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-{jistance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors_ Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 3 of 13 It; ~ 25' subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MilLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the Califomia labor Code. Determinalion of whether a self-insurance program meets the standards of the labor Code shall be solely in lhe discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.2 Commercial General and Automobile Llabilitv Insurance. 4.2.1 General reauirements. Consultant, at its own cost and expense, shall maintain commerciai general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MilLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with lhe work conlemplated by this Agreement. if a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities conlemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coveraQe. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number Gl 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number Gl 0404 covering Broad Form Comprehensive General Liability. Aulomobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 1 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 4 of 13 1f'b 7~' 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsemenl to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunleers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MilliON DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 5 of 13 ßq/~ 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of Ihe policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. if coverage is canceled or not renewed and it is not replaced with another claims"made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Reauirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coveraae. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interesls are otherwise fully protected. Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 6 of 13 qro2Ç 4.4.5 Deductlbles and Self·lnsured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coveraae. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consullant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonslrates compliance with the requirements hereof; and/or · Tenninate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18,2005 Page 7 of 13 1Dot> ~~.. violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event lhat Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement Syslem (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the Califomia Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No AQent. Except as City may specify in writing, Consultant shall have no . authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governinq Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 8 of 13 11~ï.~' 7.3 Other Governmental Reaulations. To the extent that this Agreement may be funded by fiscal assistance from another govemmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Eaual Opportunity, Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon wrillen notification to Consultant. Consultant may cancel this Agreement upon 30 days' wrillen notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 9 of 13 \2'b u: written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administralor, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by alllhe parties. 8.4 AssiQnment and SubcontractinQ. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than 10 the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documenls, and any other work product prepared by Consultant pursuant to lhis Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 10 of 13 I~~~ Consultant prepares or obtains pursuant 10 this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant 10 this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and olher documents are confidenlial and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000,00). the Agreement shall be subject to lhe examination and audit of the State Auditor, at the request of City or as part of any audil of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an action for deciaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action broughl for that purpose, 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 11 of 13 Hq, 2Ç.' 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assians. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports. written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Ac!, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate Califomia Government Code Sections 1090 et seq. Consultant hereby warrants that il is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agen!, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in Ihe State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Jason Behrmann, Administrative Analyst ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: ATTENTION: RICHARD J. HUTCHINSON R3 CONSULTiNG GROUP 4811 CHIPPENDALE DRIVE, SUITE 902 SACRAMENTO, CA 95841 Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 12 of 13 15'b ').~ Any written notice to City shall be sent to: ATTENTION: JASON BEHRMANN, ADMINISTRATIVE ANALYST CITY OF DUBLIN 100 CIVIC PLAZA DUBLIN, CA 94568 10.11 InteQration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN CONSULTANT RICHARD C. AMBROSE, CITY MANAGER RICHARD J. HUTCHINSON, PRINCIPAL Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between City of Dublin and R3 Consulting Group January 18, 2005 Page 13 of 13 IIoUb-¡Ç EXHIBIT A SCOPE OF SERVICES Consulting Services Agreement between City 01 Dublin and R3 Consulting Group--Exhibit A January 18, 2005 Page 1019 PROJECT UNDERSTANDING The City of Dublin's ("City") current Agreement with Waste Management Inc. ("WMI") for residential and commercial solid waste collection and disposal selVices expires on June 30, 2005. In April of 2004, the City engaged R3 Consulting Group ("R3") to assist with the administration of a competitive procurement process for residential and commercial solid waste selVices. On December 6, 2004, the City awarded a Collection SelVice Agreement to Amador Valley Industries ("A VI"), and a Disposal SelVice Agreement to WMI, both of which begin on July 1, 2005. The new Collection SelVice Agreement requires AVI to implement several new programs, including an on-call large item collection program, a residential organic waste collection program, and an extensive public education and outreach program, and to expand the commercial organic waste program and the customer selVice program. In order to have these programs ready for implementation by July 1, 2005, AVI will need to complete a significant number of tasks and procedures during the six month transition period. The City recognizes that this is an aggressive schedule that may present significant operational challenges and customer selVice issues. In an effort to ensure a smooth transition and minimize the impacts to City staff and the community, the City requested that R3 submit a proposai to provide assistance during the initial transition period, from approximately January 2005 through September 2005. The primary objectives of R3 are to monitor all transition activities, contractual requirements and deadlines, and to facilitate communications between the City and the Contractors. In addition, the City is interested in developing a non-exclusive franchise agreement for the provision of Construction and Demolition Debris SelVices. These services will not be part of the exclusive Collection SelVice Agreement with AVI, but instead will be regulated through a non-exclusive franchise agreement. Consulting Services Agreement between City of Dublin and R3 Consulting Group--Exhibit A l1ðb"2.Ç" Scope of Services Transition Assistance 12.3 Page 1 J nuary 18, 2005 Page 2 of 9 Q3 Scope of Services I "Þ ~"2.~- . SCOPE OF SERVICES Task 1 Transition Planning & Implementation Task 1.1 Project Meetings Task 1.1.1 Kick-off Meeting A kick-off meeting will be convened in late January 2005 with representatives of the City, AVI and R3. The purpose of the meeting will be to discuss the transition schedule and identify important . milestones, to establish a communication protocol between the parties, and to identify items for the transition period checklist as discussed below. Task 1.1.2 Regularly Scheduled Project Meetings Regularly scheduled project meetings will be held between R3 and the Contractor to discuss program implementation, transition activities and contractual issues. The frequency of the meetings will be based on the needs of the transition team and the scheduled transition activity. Task 1.1.3 Preparation of Monthly Status Reports R3 will prepare a monthly status report to the City that summarizes the activities of the Contractor and the transition status of new programs. The report will be submitted to the City and the Contractor, and will be used as a communication and organization tool during the transition period. Upon request, R3 will be available to present the status reports to the City Council. Del.iverablesfor Task 1.1 As part of this Task, R3 will be responsible for the following items: · Facilitate one kick-off meeting · Schedule, facilitate and attend project coordination meetings with City staff, AVI and R3 · Prepare and submit 8 monthly project progress reports (February through September, 2005) Task 1.2 Transition Period and Reporting Checklists and Forms Task 1.2.1 Transition Period Checklist and Forms The transition implementation schedule, particularly the portions related to the on-call large item collection program, container distribution and Consulting Servi es Agreement between January 18, 2005 City of Dublin and R3 Consulting Group--Exhibit A Page 3 of 9 Page 2 Scope of Services development of customer service billing data, includes numerous tasks. Using the initial AVI Transition Plan, R3 will work with AVI to develop and maintain a checklist and related forms to organize and track implementation tasks during the transition period, R3 proposes that the checklist be initially deveioped at the project kick-off meeting, and reviewed and updated at the regularly scheduled meetings between the Contractor and R3. The following are examples of AVI transition checklist tasks: · Public Outreach Plan Compliance · Annual collection service notice development and delivery · Public Education Plan Compliance · Hire and train additional Customer Service Representatives · Order Equipment (vehicles, carts, etc.) · Develop cart delivery schedule (by collection route) · Develop new route maps · Develop equipment inventory · Develop and mail public education materials, including newsletter, bill inserts, starter kits, door hanger, "sorry-tags", newspaper ads, recyclable products resource guide, etc. · Coordinate "Kick-off' media events for collection programs, including public service announcements (newspaper, radio and public access TV) · Plan, schedule, advertise and implement community workshops, City Council presentations, school education programs, etc. · Develop Customer Billing Database · Implement Customer Service and Billing functions · Coordinate Route "Day Change" Logistics (if necessary) Task 1.2.2 Develop Contractor Reporting Checklist and Forms AVland WMI will be required to submit numerous reports of collection and disposal activities to the City during the Agreement term. R3 will develop a checklist and the related reporting forms for easy reference by both the City and the Contractors to identify recurring contractual requirements and the corresponding due dates. The checklist will be used as a tool at the regular meetings between the Contractors and R3 to address concerns or confusion regarding these requirements. The following are examples of reporting checklist tasks: · Monthly, Quarterly and Annual reports to City · Contractors payment to City (Franchise fee) · Financial information report Consulting Services Agreement between City of Dublin and R3 Consulting Group--Exhiblt A 1'1'b $.Ç' R-3 Page 3 J nuary 18, 2005 Page 4 of9 R3 Page 4 Scope of Services 2.Dq, -¡ ç · Maintenance of accounting records · Agreement materials records · CIWMB annual reports · Annual Public Education and Outreach Plan · Annual Collection Service Notice · Annual vehicle registration; licensing and inspection · Performance bond and insurance certificates Deliverables for Task 1.2 As part of this Task, R3 will be responsible for the following: . Development of Transition Period Checklist . Development of Contractor Reporting Checklist Task 1.3 Rate and Compensation Model Task 1.3.1 Development of Residential and Commercial Rate and Compensation Model The Collection Agreement requires that the City calculate a "total compensation" amount annually for all residential and commercial collection services provided by AVI in the City of Dublin. The City may assign rates individually to residential and commercial customer categories as long as the assigned rates, when applied to the appropriate customer census data, will provide calculated revenue equal to or greater than the required annual compensation amount. R3 will develop a rate model in electronic format to be used by City staff to calculate annual compensation due for collection services and to develop a rate structure to provide that compensation. The model will allow City staff to compare alternate rate scenarios and combinations and instantly compare revenue generation with revenue requirements. In addition, R3 will prepare a written document to accompany the model that will describe the model inputs and outputs, assumptions, etc. Task 1.3.2 Assist with First Rate Setting Process At the conclusion of Task 1.3.1, R3 will assist City staff with the setting of rates for the first Agreement Year. Deliverables for Task 1.3 As part of this Task, R3 will be responsible for the following · Development of Rate and Compensation Model and Documentation · Assistance with First Rate Adjustment Calculation Consulting Servi es Agreement between City of Dublin and R3 Consulting Group--Exhibit A January 18, 2005 Page 5 of 9 Scope of Services Task 1.4 Customer Service & Billing AVI is required to provide a Customer Service center to receive calls from City residents, and to provide customer billing services. Also, the Collection Services Agreement contains a variety of other requirements related to customer service and billing. Task 1.4.1 Customer Service Program Review During the transition period. R3 will review the customer service training program and observe the customer service operations serving other jurisdictions. During July, August and September, 2005, R3 will analyze the Dublin customer service call logs to identify problem area patterns, and work with the City and AVI as needed to resolve the identified problem areas. Our monthly status report will include comments and recommendations related to the customer service program. Task 1.4;2 Customer Billing and Service Data In order to achieve a smooth transition, AVI must be able to develop a billing and customer service system that includes customer service addresses, customer billing addresses (which are often different) and customer service requirements (which will change based on the new and expanded programs being offered). Some of this information is available from WMI, and other portions must be developed by AVI through a variety of means. R3 will work with AVlto ensure that the data Is obtained in a timely fashion to ensure that the billing system is implemented with sufficient time prior to July 1, 2005. The data will also be utilized to provide the City with the Rate and Compensation Model discussed in Task 1.3.1. Deliverables for Task 1.4 As part of this Task, R3 will be responsible for the following: · Review of Customer Service Training Program · Review of Customer Service Operations and Facilities · Analysis of Customer Service Logs During Implementation · Up to four (4) Meetings with City and Contractor to resolve Service Problems (as necessary) 2.1'b7~ 12.3 Page 5 J nuary 18, 2005 Page 6 of 9 Consulting Services Agreemenl between City of Dublin and R3 Consulling Group--Exhibit A Scope of Services 2.¿'b2~ Task 2 Construction and Demolition Debris Franchise Task 2.1 KickRoff Meeting R3 will facilitate a project kick-off meeting with City staff in early 2005. The purpose of the kick-off meeting will be to review and confirm the project objectives, schedule and deliverables. Deliverables for Task 2.1 As part of this Task, R3 will be responsible for the following: · Develop agenda for kick-off meeting · Attend one (1) kick-off meeting Task 2.2 Develop Franchise Agreement Task 2.2.1 Develop Draft and Final Franchise Agreement R3 will work with City staff to prepare a draft non-exclusive C&DD Franchise Agreement. The draft agreement will include the development of definitions, reporting requirements, level and frequency of franchise fee payments, limits of insurance requirements, diversion requirements, penalties for non-compliance, etc. Task 2.2.2 Facilitate Hauler Meeting R3 will work with City staff to facilitate one (1) meeting with the regulated companies. . The objective of the meeting will be to introduce the companies to the requirements of the franchise agreement, discuss the application process, etc. Deliverables for Task 2.2 As part of this Task, R3 will be responsible for the following: · Up to three (3) meetings with City staff to discuss the draft franchise agreement · Development of a draft C&DD franchise agreement · Incorporation of staff comments and development of a final C&DD franchise agreement · Preparation of a presentation for the hauler meeting · Facilitation of one (1) hauler meeting Q3 Task 2.3 Revise City Solid Waste Ordinance R3 will work with City staff and the City attorney to review and revise the solid waste ordinance to reflect the new C&DD franchise system. Page 6 Consulting Servi es Agreement between City of Dublin and R3 Consulting Group-Exhibit A January 18, 2005 Page 7 of 9 Scope of Services Task 2.4 Execute Franchise Agreements Task 2.4.1 Develop Franchise Application R3 will develop an application package for companies to complete, to apply for a franchise. The application package will include contact information, corporate relationships, equipment inventory, insurance requirements and certificates, etc. Task 2.4.2 Execute Franchise Application R3 will assist City staff in the review and execution of franchise agreements with each of the haulers that applies for a franchise. Deliverables for Task 2.4 As part of this Task, R3 will be responsible for the following: . Development of franchise application package . Assistance with execution of franchise application Project Schedule R3 has developed this Scope of 8eIVices and project schedule to include the transition period beginning in January 2005 through September 2005. Our project staff has extensive experience in providing solid waste transition selVices and is committed to assisting the City in achieving a smooth transition. Project Budget R3 will provide the services set forth in Tasks 1 and 2 for a not to exceed price of $55.890, and such other direct costs or expenses as may be authorized by the City. In the event additional meetings or other services are requested by the City, we will provide the City with a budget amendment prior to performing the additional services. A detailed project budget is presented on the following page. Consulting Services Agreement between City of Dublin and R3 Consulling Group--Exhibit A ""- '2.. ?'1I"b).'? - 1Z3 Page 7 J nuary 18, 2005 Page 8 of 9 Scope of Services 24zq,"lÇ" Q . City of Dublin Proposed Project Budget Task Description Hours Cost 1 TransItion Assistance 1.1.1 Kick-off Meetirm 6 $ 810 . 1.1.2 Proiect Meetinos (8 Estimated) 32 $ 4320 1.1.3 MonthlY Status Reports (8 total) 32 $ 4320 Subtotal 1.1 $ 9460 1.2.1 Transition Checklist & Forms 20 $ 2,700 1.2.2 Contractor Reportino Checklist & Forms 20 $ 2,700 Subtotal 1.2 $ 5400 1.3.1 Rate and Compensation Model 120 $ 16200 1.3.2 Assist with First Rate Settino 24 $ 3240 Subtotal 1.3 $ 19440 1.4.1 Customer Service Review 8 $ 1080 1.4.2 Customer Service Data 24 $ 3.240 Subtotal 1.4 $ 4320 Subtotal Task 1 $ 38 610 1311 .. ".I!I'II.iliJr. ' 2 C&DD Franchise 2.1 Kick-off Meetin!'1 6 $ 810 Subtotal 2.1 5; 810 2.2.1 Draft and Final C&DD Franchise Aoreement 72 $ 9720 2.2.2 Hauler Meetin!'1 (1) 10 $ 1350 Subtotal 2.2 $ 11 070 2.3 Assist with Revision of City Solid Waste Ordinance 16 $ 2,160 Subtotal 2.3 5; 2160 2.4.1 Develop Franchise Application 16 $ 2,160 2.4.2 Assist with Franchise Execution . 8 $ 1080 Subtotal 2.4 $ 3240 Subtotal Task 2 $ 17 280 . ¡«'Ij'i!fIJ~:;'IJt.W!.?fJj'$IM. WIiB\:œ"M:j¡j' , Total Proiect . $ 55890 I . 3 age 8 Consultin Servi es A reement between January 18,2005 p 9 g City of Dublin and R3 Consulting Group--Exhibit A Page 9 of 9 CITY OF DUBLIN BUDGET CHANGE FORM 2. IS" 'Ò ?.b CHANGE FORM # New Appropriations (City CQuncil Approval Required): Budget Transfers; _x_From Unappropriated Reserves (Fund 224) .""...... ."'.·.·.."'....·.·i.·.·¡··i '~~:I,:'I ,. From Budgered Contingent Reserve (1080- 799.000) Within Same Department Activity Between Departments (City Council Approval Required) Other .. .¡".,.":.,, ... ;;;;;¡;¡;¡I.··. ·.·.·.~:I.'.¡,¡:;:;;;.'.··.'.'·.I'·.I1I·11"1'·'''''1'',·····'''' ".'.... "1111"" ~"'~.,.,I:w,:¡l:'iii:,,<"¡¡ji \ii', i 'willl: $55,890 From New Revenues Name~ Name; Waste Management Account #; Name: Account #: 224.50200.740. 00;> ç Name: Account #; Name: Account #: Namc; Account #: Name; Account #: Name: Account #: Name: Account #: Name; Account #: Account #: Fin Mgr/ASD: ~~J...f.-~ Date: \ I 5"' I ò"l Signature REASON FOR BUDGET CHANGE ENTRY: To fund consulting scrvices to assist with the transition to a new solid waste collection company. City Managcr: Date: Signature As Approved at the City Council Meeting on: Datc: Mayor: Date: Signature Posted By: Date: Signature ATTACHMENT 2 {(rnu\hLulgâllZg