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HomeMy WebLinkAboutItem 8.4 Solid Waste Consultant CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE: October 24, 1994 SUBJECT: Authorization To Secure Solid Waste Consultant Services (Prepared by: Paul S. Rankin, ASsistant City Manager) EXHIBITS ATTACHED: 1. Excerpts From Proposal Dated October 14, 1994 by Hilton Farnkopf & Hobson (HF&H) 2. Project Overview Prepared by HF&H. 3. Resolution Approving An Agreement With HF&H 4. Standard Agreement For Consultant Services RECOMMENDATION: Wv Authorize the City Manager to execute an agreement substantially in the form as presented in Exhibit 4. FINANCIAL STATEMENT: The cost of the services will fluctuate depending on the length of the negotiations. The basic agreement will provide for a not to exceed amount of $40,525.($28,370 from Measure D funds and $12,155 from the General Fund). Sufficient funding has been included in the 1994/95 Budget. DESCRIPTION: At the City Council meeting on September 12, 1994, the City Council authorized Staff to circulate a Request For Qualifications to firms which provide solid waste consulting services. The focus of the scope of work is to assist in preparing a Request For Proposal and negotiating a solid waste franchise agreement with the current provider. The current agreements with Waste Management of Alameda County (WMAC) will expire on April 1, 1996. Staff is recommending the selection of Hilton Farnkopf & Hobson (HF&H). Staff distributed the Consultant RFQ to four firms which have a background with solid waste issues. The city received responses from two firms, which have a variety of consulting experience related to the solid waste industry. The two firms were: Hilton Farnkopf & Hobson (HFH) of Fremont, and Brown Vence & Associates (BVA) of San Francisco. The Administrative Services Staff conducted an individual interview with representatives of both firms and clarified information submitted in each proposal. The cost proposals presented by both firms were competitive. Both firms identified the importance of proceeding at the earliest date possible, given the current garbage contract expiration date of April 1996. The approach is to utilize sole source negotiations with Waste Management of Alameda County. The Consultant has provided adequate time to evaluate the progress of the negotiations. If the City Council determines that the negotiation process is not in the City's interest, adequate time is available to embark on competitive bidding of the services. This can result in the need for additional consultant costs which will vary depending on how far the process has proceeded, prior to seeking competitive bids. The city Council would be presented with more precise cost information in the event that the proposed sole source negotiations are abandoned. CONSULTANT BACKGROUND & EXPERIENCE As shown in Exhibit 1, the firm of HF&H has extensive experience in assisting public agencies with the procurement of solid waste services. The firm exclusively represents public agencies, which avoids any appearance of a conflict of interest. City Staff are familiar with the Consultant Staff, as the firm was the primary consultant assisting the Alameda County Joint Refuse Rate Review CommEttee (JRRRC) for several COPIES TO: L. Scott Hobson, HF&H CITY CLERK ! years. This also provided the firm with a great understanding of the financial status and cost centers of Waste Management of Alameda County (WMAC). WNAC is the parent company of Livermore Dublin Disposal. These attributes support the recommendation to select the firm of HF&H. Staff also contacted agencies which have recently used HF&~ services and received favorable recommendations. PROJECT APPROACH Exhibit 3 depicts the proposed approach for the project. A more detailed description of the Scope of Work is contained in Exhibit A of the proposed Agreement (See Exhibit 4). The Consultant will be working with city Staff in Task 1 and 2 to develop the Request For Proposal (RFP) to be distributed to the Company. It is anticipated that this doc~ment will also be presented at a City Council meeting, to obtain additional public input on the scope of services to be included. Following the receipt of a response from WMAC, the Consultant will prepare a detailed evaluation of the proposal. Task 4 -Negotiations", involves the area which has the greatest potential for deviation in the level of Consultant services required. The number and extent of negotiating sessions are relatively unpredictable at this time. HF&H indicated in the original proposal that this task could represent between 70 and 200 hours of service. Following additional discussions with the Consultant, Staff has established in the agreement a funding level which represents the midpoint of the range provided by HF&H. Staff and the Consultant believe that this is a reasonable approach and it should provide adequate services to complete the process. In the event that unforeseen events impact the cost of this phase, an appropriate adjustment in the Agreement can be made. The total project cost is currently well within the adopted 1994-95 budget of $69,000 for this project. If additional negotiating services are required, it is 'anticipated that they could be acquired without any need for an additional budget appropriation. COST OF PROJECT The total fees payable under this agreement are $40,525. HF&H have agreed to a fixed fee for all tasks except the Negotiation phase. The total fixed fees ( excluding Negotiations) is $23,525 including up to $1,000 for reimbursable costs. Due to the unpredictable nature of negotiations, this task will be billed on a time and materials basis. The Agreement establishes a Not To Exceed amount for this task of $17,000, which includes up to $2,000 for reimbursable expenses. As previously discussed this is considered to be a reasonable estimate of the work effort required. The Standard City Agreement allows the City Manager to execute change orders to the scope of work, provided the chan~es do not exceed $10,131. This contingency will be maintained in the event that unanticipated additional services are required. RECOMMENDATION Staff recommends that the City Council authorize the agreement with Hilton Farnkopf & Hobson as outlined above. PROPOSAL EXCERPTS SUBMITTED BY HILTON FARNKOPF & HOBSON City of Dublin Pre./~j~ation r'"'x Solid Waste Franchise ~- Negotiations Proposal October 19,1994 Related ExPerience City of AlBany cccsw^ ',/ ',/ ~/ ',/ City of Daly City ~/ city of Enc~tas ~/ ~/ ,/ ~/ City of Indian Wells ~J City of Livermore ~/ City of Los Altos Hills ~ City of Millbrae ~J '~ City of Montclair 5/ County of Orange ~/ 'd City of Poway '~ city of san Bue=ve~,~a ,/ ,/ ~/ ,/ County of San Mateo '~ ' City of Santa Aha ~J South Bayside Transfer Std. ~J City of Thousand Oaks ~ tri-City Waste Mgrnt. Comrr ~ ~ ~/ City of Ur~or, city ~/ ~/ ~ ,/ City of Walnut Creek ~ West Valley Cities ~J ~J HILTON FARNKOPF & HOBSON ~ City of Dublin Pre'~.t~'tation '~"~ Solid Waste Franchise October 19,199'~ Negotiations Proposal Organization Chart City of Dublin Presets...ion ..... Solid WaSte Franchise "October 19,1994 Negotiations PropOsal Schedule Begin Work Nov. 1 EStablish Goals/Objectives ~ {3 weeks) and Term and Conditions 2 Development of Proposal ~ ~'~ (3 weeks) for WMAC $ Evaluation of WMAC ~ ~ ($ weeks) Proposal 4 Negotiation of Proposed ~. ~ (4 weeks) Agreement 5 Determine the Need ~(2 weeks) for Competitive Bids RFP Schedule Draft RFP/Franchise Agmt. Issue RFP Companies Prepare Proposal Evaluate Proposals Negotiate Agreement Approve Agreement & Issue RFP March 1 HILTON FARNKOPF & HOBSON RES~ES OF PROJECT TE~ ROBERT D. HILTON Managing Partner Education Masters, Public Administration, California State University, San Jose B.A. Political Science, California State University, San Jose Professional Certification Certified Management Consultant (CMC Professional Certification) Range of Experience Over 19 years of public management experience in county and city government and special districts, the past ten years as a consultant. Mr. Hilton has been responsible for: cost of service studies; utility rate analysis; financial feasibility studies; policy studies; organizational/ management studies; privatization studies; franchise bid processes and contract negotiation; rate process development; financial consulting and litigation consulting. He has provided expert advice to more than 70 agencies in water and waste water, solid waste, gas and electric utility financial operations. Privatization Studies/Franchise Bid Process · Analyzed the economic benefits, risks and contractual requirements for privatizing waste collection activities. · Developed and negotiated solid waste collection franchise agreements for more than 20 municipalities including scope of services~ performance standards and rate review procedures. · Developed and negotiated material recovery facility agreements for 14 municipalities. · Reviewed and evaluated private and public sector proposals to develop landfill gas recovery systems. · Developed procurement procedures, RFP, and contracts for solid waste collection and disposal services for numerous jurisdictions. · Developed and negotiated recycling franchise agreements for more than 14 municipalities. _. Hilton Farnkopf & Hobson ROBERT D. HILTON Page 2 Rate Process Development · Developed solid waste collection cost-of-service methodologies, rate application and review procedures, and microcomputer programs for use by more than 30 municipal agencies in regulating private franchised solid waste companies. · Developed solid waste landfill disposal cost-of-service methodologies, and rate application and review procedures of both public and private operators. · Developed rate modification procedures for solid waste collection franchises using a cost-of- service methodology. · Developed rate modification procedures for solid waste collection franchises using indices and review procedures. · Developed AB 939 Fees to be paid by private haulers to the cities in which they operate. · Developed a refuse rate index system for the regulation of refuse collection, transfer and disposal services. · Developed revised refuse rate structures to encourage waste reduction and recycling for numerous cities. Cost of Service Studies · Analyzed the cost of residential, commercial and debris box collection and disposal service to more than 45 municipalities throughout California. Financial Feas~oiIity Studies · Conducted a feasibility study of a 5200 million "blind pool" financing for a state-wide municipal financing corporation. · Conducted financial feasibility studies and provided negotiation support to jurisdictions considering waste-to-energy facilities. · Evaluated multi-year financial projections for a multi-city resource recovery project. Projections of five scenarios over a 47-year period were reviewed and specific recommenda- tions for changes in the forecasting methodology made. · Conducted a financial feasibility study of a publicly-owned transfer station. Hilton Famkopf & Hob$on , ['. ,i ROBERT D. HILTON Page 3 i. · Conducted a financial feasibility study of alternative landfill disposal sites/contracts. ~ ~_~ Policy Studies · Conducted studies to evaluate the benefits, risks, policy guidelines, organization and costs of establishing a joint powers authorities for the management of solid waste including drafting the joint powers agreements. · Conducted a study to guide public agencies in the payment of closure and post-closure maintenance costs which considered the legal requirements, county-wide impact and financial effects. 17- Financial Consulting ° Served as financial advisor to the North Charleston Sanitary District for the refinancing of .... existing debt and financing of their master facilities plan. · Served as financial advisor to the Union Sanitary District to evaluate refinancing of current debt, financing of short-term capital requirements and financing of master facilities plan. · Served as financial advisor to the Alameda County Water District to evaluate the financing of long-term capital requirements. I · Conducted a five year capital planning and financing study for a California elementary school district. · Assisted in the placement of the proceeds of a $100 million bond sale through a competitive [-7_ bidding process on behalf of a state financing authority. Litigation Consulting ° Served as expert witness in litigation involving corporate officer compensation. · Testified in litigation involving municipal utility rate regulation. --~! -! · Provided litigation consulting support to a city in defense of rate regulation activities. · Developed and negotiated solid waste disposal agreements for three municipalities. Hilton Farnkopf & Hobson ROBERT D. HILTON Page 4 Organizationa I/Management Studies · Conducted studies to evaluate the benefits, risks, policy guidelines, organization and costs of establishing a joint powers authority for the management of solid waste including drafting the joint powers agreement. · Conducted a study to guide public agencies in the payment of closure and post closure maintenance costs which considered the legal requirements, county wide impact and financial effects. · Managed an operations audit of a County Public Works Depax-tment. The audit included both staff (financial, personnel and administrative) and line (roads, solid waste, engineering, transit, and land development) functions. · Managed an operations audit of a County Sheriffs Depai-tment financial and administrative functions. The functions audited included purchasing, stores, accounts payable, payroll, fund accounting, pro~perty control and inventory. Identified numerous methods improvements and staffing requirements. · Managed an operations audit of a District Attorney's Laboratory of Criminalistics. Identified numerous methods improvements, staffing and equipment requirements, and opportunities for automation. · Participated in the operations audit of a State Contractors License Board. Responsibility included the review of 15 field offices located throughout the state. Identified numerous methods improvements. · Directed a county-wide productivity measurement program which identified productivity measures for more than one-half of the functions performed by the County. The functions included criminal justice, health, social services, and administration functions. The produc- tivity measures were incorporated into the budget document and budget deliberations. · Developed and reviewed hazardous and solid waste joint powers authorities for Alameda, Contra Costa, and Marin counties. Government Accounting · Managed an operations audit of a City's Finance Department. The operations audit included the functions of general ledger, accounts receivable, accounts payable, purchasing, stores inventory, and payroll. The audit identified more than twenty methods improvements. Hilton Farnkopf & Hobson ROBERT D. HILTON Page 5 · Managed the Audit and Control Unit of a more than $1 billion EPA construction grant program. Responsibilities included construction management contract administration; resolution of State and Federal audit exceptions, and development of an audit manual for the program. · Managed ai 1'7 member Internal Audit Unit for a major California County. The unit was responsible for performing both financial and compliance audits. Professional and Business History Hiltor~ Farnkopf & Hobson: Managing Partner, August 1989 to present. Price'Waterhouse: Senior Manager, July 1985 to August 1989; Manager, August 1983 to July 1985. City and County of San Francisco: Solid Waste Program Manager, March 1982 to July 1983. City and County of San Francisco: Clean Water Program, Assistant Executive Director - Audit and' Control, July 1981 to March 1982. Countv of Santa Clara: Director of the Office of Management and Budget, June 1978 to July 1981; Budget Director, June 1976 to June 1978; Management Analyst, August 1973 to June 1976. CaLifornia State University, San Jose: Graduate Instructor, Public Management and Budgeting. Professional Organizations · Institute of Management Consultants, Northern California Chapter Treasurer · City of Saratoga, Finance Commission · California Municipal Utilities Association · International City Managers Association · California Society of Municipal Finance Officers · Governmental Refuse Collection and Disposal Association Hilton Farnkopf & Hobson L. SCOTT HOBSON Partner Education Master of Accountancy, Brigham Young University B.S., Accounting, Brigham Young University Professional Certification Certified Public Accountant Range of Experience Iv2. Hobson's expertise lies in the solid waste and water disciplines of our consulting practice. He has experience in performing financial feasibility studies, rate reviews, management reviews, public policy development, and bid evaluations. In addition, he has performed financial analysis of capital and operating costs of solid waste collection, recycling, transfer and disposal facilities. He also has experience in evaluating internal accounting controls, performing audits and developing microcomputer applications. Water Rate Management Partner in charge of monitoring the compliance of the San Francisco Water Department with its long-term suburban water sales contract. Performed numerous annual rate reviews for an association of over 30 water users who purchase their water from San Francisco. Reviewed rev- enue requirements, rate projections, City budgets, and City's auditor's workpapers annually. Supervised the development of a fully interactive spreadsheet model of the revenue requirement, cost of service and rates for a large water district in Northern California. So lid Waste Management Reviewed financial projections related to a proposed $52 million waste-to-energy plant. Reviewed support for and reasonableness of underlying cost elements and assumptions. Compared plant economics to landfill and transfer station alternatives. Performed extensive sensitivity analysis on each scenario. Performed an audit of franchise fee payments to several jurisdictions by a private solid waste company. Managed the development of alternative rate structures for several California jurisdictions. The rate structures were designed to provide incentives for rate payers to participate in recycling -- programs. Performed rate reviews on behalf of many jurisdictions responsible for regulation of solid waste franchises. Reviewed multi-year revenue requirement and revenue forecasts. [~2z Hilton Farnkopf & Hobson ,----. L. SCOTT HOBSON Page 2 Managed development of over twenty solid waste public policies for a Southern California city. These policies formed the basis for a revision to the City's solid waste ordinance and program planning. Developed solid waste rate regulation processes for several California cities. Reviewed operations and financial systems of the private collection companies providing collection services to the cities. Performed a cost of solid waste collection services study for two large California counties and two Southern California cities. Reviewed costs and projections of five collection companies in providing service to the unincorporated areas of one County. Developed the cost of residential, commerdal and roll-off service for another County based on cost accounting and operational data. Performed time and motion studies for the cities and used the resulting data to allocate costs of service to customer classes. Evaluated the responses to a request for proposals for commerdal recycling and yard waste collection services for a Northern California dty. Assisted in the development and negotiation of the proposed contract for services. Assisted in the preparation of a request for proposal for a ten-year solid waste collection contract for a large San Francisco Bay Area dry. Assisted in the evaluation of the bids received and the development of the rate setting methodology to be used over the contract term. Assisted in the preparation of a financial feasibility study for a materials recovery facility. Prepared a projection of solid waste practices over the twenty-year life of the proposed facility. Managed an operations and management review of a large subsidiary of Waste Management, Inc. The review included an analysis of hiring practices, safety programs, project management, organizational structure and operational efficiency. Performed a review of the corporate and regional overhead allocation methodology of both Waste Management, Inc. and Browning-Ferris Industries. Made recommendations regarding the appropriateness of the methodology for rate purposes to local regulatory agencies. Financial Analysis Performed a review of the inventory system of a $20 million manufacturer of microwave equipment. Proposed recommendations for improving inventory controls and documentation. Calculated damages in support of a claim by a heavy construction company against the company's former auditors. Managed publication of several highly sensitive trade association reports. Project involved on- going modification of report formats, market estimates and system methodology. Involved significant client and participant interaction. Hilton Famkopf & Hobson ~ L. SCOTT HOBSON Page 3 Audited accounting Systems for a distributor, a wholesaler, a retailer, and several manufacturers. Reviewed accounts payable, accounts receivable, inventory, fixed assets, equity, debt, payroll and other accounts. Performed fluctuation and ratio analysis. Prepared financial statements and notes. Supervised and reviewed the work of several staff. Developed 130 multiple-choice questions for a Civil Service exam in governmental acccmnting, generally accepted accounting principles and budgeting. Instructed undergraduate students in basic and intermediate accounting, accounting systems, and business math. EDP Controls/Microcomputer Developed and documented internal control procedures for a consulting firm in connection with their implementation of new general ledger, accounts payable, and resource management systems. Taught introductory LOTUS 1-2-3 courses covering basic data entry, data manipulation, spreadsheet analysis, database, and graphing techniques. Performed a general and applications controls review for various companies. Proposed recommendations for improving data processing controls. Managed the implementation of a micro-computer-based financitl accounting system for a small consulting firm. Functions performed during the implementation included modification of the chart of accounts, system testing, training, documentation, procedures development, and implementation review. Implemented a microcomputer-based billing and accounting system for a management consulting firm. Maintained the books and records. Managed all accounting systems and produced financial statements and other management reports. Professional and Business History Hilton Farnkopf & Hobson: Partner, August 1989 to present. Price Waterhouse: Management Consulting Services Department, Manager, July 1987 to July 1989; Senior Consultant, July 1985 to June 1987; Staff Consultant, September '1984 to June 1985; Audit Department; Staff Accountant, December 1983 to August 1984. San Jose State University, part-time instructor, August 1985 to May 1987. Professional Organizations American Institute of Certified Public Accountants California Society of Certified Public ,Accountants Government Finance Officer's Association Solid .Waste Association of North America SCOTT HANIN Associate Education Masters in Public Administration, New York University Bachelor of Arts (Political Science), University of Delaware Range of Experience Mr. Hanin's seven years of experience lles in service/program procurement recycling program de- sign, implementation and evaluation, integrated waste management planning, solid waste franchis- ing, operational reviews, contract negotiation, facility siting and project management. Service Procurement/Negotiations · Designed an RFP and evaluated proposals related to solid waste and yard waste collection and processing for a Bay Area city. · Designed a procurement and solid waste implementation plan for Green Waste and recycling services for a Northern California Solid Waste Authority. · Reviewed and made recommendations for improvement of four solid waste franchise agree- ments. · Managed the development and implementation of a non-exclusive solid waste and recycling franchise system. · Designed five RFP's for the procurement of recycling program-related services and negotiated and received approval for eight separate recycling program contracts worth over $3 million. · Designed and secured funding for a buy-back and redemption center program which promoted job creation and local economic development. Recycling Program Development · Reviewed cost of service requests for green waste collection and commercial recycling for a Cali- fornia city and made recommendations for improvements in contract terms and cost. · Designed an outreach and implementation plan for a multi-family recycling program currently serving over 20(3,000 residential units. · Developed programs for recyclable materials buy-back and drop-off centers using local non-profit and private vendors. · Managed and evaluated a contract for office paper recycling programs. · Developed a memorandum of understanding which expanded a materials exchange program benefiting non-profit, cultural institutions. · Analyzed the impacts of New York's "Bottle Bill" on local recycling programs. · Designed a pilot, semi-automated recycling collection program for multi-family buildings. Hilton Farnkopf & Hobson ~ SCOTT HANIN Page 2 Financial and Operational Analysis · Assisted in the rate review analyses for three separate Northern California solid waste jurisdic- tions. · Performed a comparison of the financial plan and business-related terms and conditions of two proposed transfer stations. · Assisted in the development of a mitigation fee to offset the costs of future landfill depletion as a result of imported waste disposal. · Prepared annual budgets for $2.7 million annual recycling contracts budget. · Prepared a comparison of jurisdiction expenditures related to waste diversion programs. · Oversaw the budget development and operations of two New York City agencies. · Recommended productivity improvements and staff reorganizations to improve efficiency and cost-effectiveness in city agencies. Identified $14 million in productivity improvements related to standard refuse collection in New York City. · Revised the commercial cost of service collection rates for a local municipality. Solid Waste Planning and Policy · Assisted in the development of a study recommending the appropriate solid waste franchise system when current franchise agreements expire. · Sat on a task force which implemented siting and zoning requirements for transfer stations. · Member of a technical work group which assisted in the development of New York City's solid waste management plan. · Performed analysis on the impacts of local, state and federal legislation. Professional and Business History Hilton Farnkopf & Hobson, Assodate, April, 1993 to present City of Pasadena, Acting Recycling and Waste Reduction Supervisor, September, 1992 to April, 1993. Brown, Vence & Associates, Associate Planner II, January, 1992 to August, 1992. Office of the Mayor of New York City, Senior Policy Analyst/Liaison, ~une, i990 to December, 1991. New York City Department of Sanitation, Project Manager/City Planner, June, 1987 to ~une 1990. Affiliations Board Member - San Francisco League of Conservation Voters Member - Institute of Management Consultants Member - Commonwealth Club Member - California Resource Recovery Association Hilton Farnkopf & Hobson ~ CYNTHIA BATTENBERG Assistant Analyst Education M.B.A., Anderson Graduate SchoOl of Management at UCLA Certificate, Municipal Solid Waste Management, UCLA B.S., Economics and Political Theory, University of Cmlifomia, Berkeley Range of Experience Recycling Program Development Assisted a Northern Cmli£ornia JPA in negotiating a yard waste collection program and processing facility. Designed and oversaw implementation of a pilot, automated, residenti_al yard waste collection program. Created and produced outreach and educational materials for city-wide recycling, yard waste collection, grasscycllng, and household hazardous waste programs. Established and implemented special recycling and collection programs with local organizations, such as Goodwill and local schools. Negotiated an agreement for the use of a recycling and yard waste processing facility. Analyzed a multi-national corporations' environmental programs and made recommendations to increase employee acceptance of programs and target programs that would achieve the greatest return on investment. Solid Waste Management Prepared and finalized a city's Source Reduction and Recycling Element and Household Hazardous Waste Element. Developed and oversaw an RFP for a Solid Waste Efficiency Study. Managed the preparation of a Department of Public Works army_al budget of $151VfilI~on. Developed Integrated Solid Waste Management Ordinances for two separate cities. Analyzed and evaluated municipal collection operations and implemented reporting procedures to better monitor costs, tons collected, customer complaints, hours worked, etc. Researched, evaluated and designed plan for a city to implement variable can rates. Hilton Farnkopf & Hobson; CYNTHIA BATTENBERG Page 2 Contracts & Negotiations Evaluated solid waste operations and cost proposals for a Bay Area city and assisted them in entering into an exclusive franchise for solid waste and yard waste services. Evaluated solid waste collection cost proposals for a Southern California City to assist in selecting several hauling companies to provide commercial solid waste & recycling and debris box services. Reviewed and made recommendations for improvement of two separate solid waste franchise agreements. Drafted franchise agreement for solid waste services for a Southern Cmlifomia city. Drafted RFP and assisted a JPA in the selection of a consulting firm to perform an Operations Analysis. Drafted RFP for exclusive residential, commercial and industrial solid waste, recycling and yard waste services for a JPA in Northern C~lifomia. Rate Reviews Acted as Project Analyst for a residential solid waste collection rate review. Assisted in the review of capital costs associated with a $60 million landfill development. Professional and Business History Hilton Farnkopf & Hobson, Assistant Analyst, March 1994 to present City of Beverly Hills, Solid Waste Marmgement Intern, November, 1992 to February, 1994. Georgiou, Buyer, September 1988 to June 1990/Manager, September 1987 to August 1988. Affiliations C~]ifomia Resource Recovery Association Northern C~lifomia Recycling Association Hilton Farnkopf & Hobson 0"-'-' City of Dublin Pr~;tation ~ October 19, 1~9~ ' ~ ,, Solid Waste Franchise Negotiations PropoSal Pro.iect OVerview Develop Request for Proposal from WMAC i -'~--] Evaluate WMAC Proposal ~~ Negotiate Proposed Agreement Determine the Need for Competitive Bids Document Draft. Draft Administer Evaluate Key Issues Evaluation Draft RFP Franchise Procurement Proposal Methodology Agreement Process RESOLUTION NO. - 94 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING THE EXECUTION OF ANAGREEMENT WITH HILTON FARNKOPF & HOBSON FOR SOLID WASTE FRANCHISE NEG~IATION SERVICES WHEREAS, the City currently has a solid waste franchise agreement which will terminate on April 1, 1996; and WHEREAS, due to the technical nature of these services it is important for the city to obtain professional assistanCe on this project; and WHEREAS, the firm of Hilton Farnkopf & Hobson (HF&H) have submitted a proposal to provide the necessary services; and WHEREAS, in order to protect the city's interests it is important for this project to proceed as soon as possible; and WHEREAS, the City Council received and considered a Staff Report at a meeting on October 24, 1994 outlining the proposal submitted by HF&H. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby authorize the City Manager to execute an Agreement with Hilton Farnkopf & Hobson, substantially in the form presented at the City Council Meeting on October 24, 1994. PASSED, APPROVED AND ADOPTED this th day of , 1993. AYES: NOES: ABSENT: Mayor ATTEST: City Clerk CITY OF DUBLIN RO. Box 2340, Dublin, California 94568 · City Offices, 100 Civic Plaza, Dublin, California 94568 October 31, 1994 Mr. L. Scott Hobson Hilton Farnkopf & Hobson 39350 civic Center Drive, suite 100 Fremont, California 94538-2300 RE: Transmittal Of Agreement For Signature: (city of Dublin SOlid Waste Franchise Negotiations) Dear Scott: Enclosed are two copies of the agreement referenced above. Both copies have been fully executed by the appropriate City officials. Please obtain the signature from the appropriate individual at your firm. One fully eXecuted copy must be returned to my attention at the address above.' The secOnd copy is for your records. We are looking forward t© working with you on~this project. Please note that I will be out of town on November 10-14th. Please give me a call in the near future so that we may discuss the project schedule and the proposed first meeting date. I look forward to hearing from you. Paul S. Rankin Assistant City Manager / Administrative Services Director ¢..ayKeck, City Clerk Administration (510) 833-6650" City Council (510) 833-6605" Finance (510} 833-6640" Building Inspection (510) 833-6620 Code Enforcement (510) 833-6620 * Engineering (510) 833-6630 · Planning(510) 833-6610 Police (510) 833-6670 · Public Works (510) 833-6630 * Recreation (510) 833-6645 e e STANDARD CONTRACTUAL SERVICES AGREEMENT THIS AGREEMENT is made at Dublin, California, as of OCTOBER 24. , 1921, by and between the CITY OF DUBLIN, a municipal corporation ("city"), and HILTON FARNKOPF & HOBSON (HF~H)' ("Contractor"), who.agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to city the services described in Exhibit A.Contractor shall provide said services at the time, place and in the manner specified in Exhibit A. 2. PAYMENT. city shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to Contractor for services rendered pursuant to this Agreement. contractor shall submit all billings for said services to city in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which contractor uses for billing clients similar to city. Agreement Page 1 of 3 4/1/90 []{~'HB]T; l-f e e 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, contractor shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. city shall furnish to contractor only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. 5. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 6. CONTRACT ADMINISTRATION. This Agreement shall be administered by PAUL S. RANKIN. ASSISTANT r.TTV MANAGER ("Administrator"). All correspondence shall be directed to or through the Administrator or his or her designee. 7. NOTICES. Any written notice to contractor shall be sent to: ATTENTION: L. SCOTT HOBSON HILTON FARNKOPF & HOBSON 39350 CIVIC CENTER DRIVE, SUITE 100 FREMONT, CALIFORNIA 94538-2300 Agreement page 2 of 3 4/1/90 e e Any written notice to city shall be sent to: ATTENTION: ASSISTANT CITY MANAr.FR P.O. BOX 2340 100 CIVIC PLAZA DUBLIN, CA 94568 Executed as of the day first above stated: CITY OF DUBLIN, a municipal corporation By "city" RICHARD C. AMBROSE, CITY MANAGER Attest: city Clerk By "contractor" Approved as to form: city Attorney Agreement Page 3 of '3 4/1/90 Exhibit A page 1 of 1 4/1/90 - EXHIBIT A SCOPE OF SERVICES - . City of Dublin October 14, 1994 e e Solid Waste Franchise Negotiations Proposal SECTION II - SCOPE OF WORK BACKGROUND The City entered into an Agreement with Oakland Scavenger Company (now Livermore Dublin Disposal (LDD)) in March 1986 for the collection of solid waste and an agreement for.the collection of curbside recycling in April 1990. With those agreements ending in March 1996, the City is presented with an opportunity to make substantial revisions to its current solid waste agreements, including securing long-term stability in both rate- setting and disposal (rates and capacity). We have listed below some of the opportunities we believe are available through the negotiation process. OPPORTUNITIES Whether the City negotiates a new agreement with WMAC or goes out to bid, the City has an excellent opportunity to make substantial changes and improvements in its current agreements. The available opportunities include: . Providing increased services (e.g., yard waste); . Maximizing diversion (e.g., improved public education, competition, new programs); . Revising the rate-setting process (e.g., indexed and/ or periodic rate reviews); . Increasing productivity (e.g., curbside automation or semi-automation, dual collection vehicles, etc.); . Achieving long-term disposal capacity and disposal rate commitment; . Developing a competitive commercial recycling program; . Combining all services under one agreement; . Revising the agreement in accordance with current waste management practices; . Updating the bonding and insurance requirements; . Obtaining new equipment and vehicles at competitive prices; . Maintaining the right to direct green waste and recyclables; and, . Considering competitive debris box collection. PRO JECf APPROACH Our approach is designed to capitalize on our experience in negotiating., solid waste agreements and assisting jurisdictions in procuring new or additional services. Through this experience, we have learned that proposals on the same scope of work could vary by between ten percent and twenty percent and productivity assumptions can range by as much as thirty percent. OUf accumulated knowledge allows us to determine the reasonableness of proposals with a great degree of certainty. ,~ ~.. \ .I. EXHIBIT A PAGE 1 OF 6 , ' [ [ [ [ [ [ [ [ [ [ [ [ r r [ [ [ [ L City of Dublin October 14, 1994 - Solid Waste Franchise Negotiations Proposal It TASK 1 ~ IDENTIFY ELEMENTS TO BE REQUIRED IN WMAC PROPOSAL In order to maximize the chance for successful negotiations, it is important that we fully understand the goals and objectives the City hopes to accomplish and to obtain direction on the key terms and conditions which are desired by the City in the next franchise agreement. We successfully used the following approach with the Central Contra Costa Solid Waste Authority (CCCSW A) where we had a workshop with staff to detennine the objectives they hoped to accomplish and were able to structure the RFP in a manner that maximized the Authority's chance of receiving proposals that met their objectives. In order to accomplish the same goal for the City, we propose to perform the following tasks: Task la. Establish City Goals and Objectives At the start of the engagement, HF&H will provide the City staff with a matrix of goals and objectives that jurisdictions typically hope to accomplish through either negotiations or public procurements (RFPs). City staff will be asked to rank the relative importance of the goals and objectives and to add and rank any other goals and objectives that may not have been included and return the results to HF&H. Possible goals and objectives may include: · Lower rates; . Guaranteed long-term disposal capacity and long-term disposal rate stability; . Maximum diversion; . Increased services (e.g., green waste collection, commercial recycling); . Increased or modified reporting; . Compliance with laws and regulations (e.g., AB 939, Rancho Mirage); and, . Changes to rate-setting methodology. Task lb. Facilitate Workshop HF&H will prepare for and facilitate a workshop in order to determine the terms and conditions that would be desirable for the City to achieve through the negotiations. Based on the goals and objectives obtained from the City and franchise agreements we have preVIously negotiated, we will provide to City staff descriptions of the major topics that should be included in a new agreement and make recommendations regarding the terms and conditions. The goal of the workshop will be to reach a consensus on the terms and conditions that will guide WMAC's proposal and the competitive procurement process, should negotiations with WMAC faiL The information HF&H presents will serve as a starting point for discussions with City staff. An example of the format is as follows: EXHIBIT A PAGE 2 OF 6 [, [ [ [ [ [ [, [ [ [ [ [ [ [ [ [ [ l f 1/. J '. J 11 '1 ] 'I ~ J J J J J J J ] ] ] ] J I ) City of Dublin October 14, 1994 It .Olid Waste Franchise Negotiations Proposal Topic Agreed on Terms and Conditions HF&H Recommended Terms and Conditions 1) 8 Years Term of Agreement To Be Determined. at Workshop 2) Two 12-Month Periods Term Extensions To Be Detennined at Workshop Upon Council Approval . 3) Company-Provided. Containers To Be Detennined. at Workshop The result of this task will be written terms and conditions desired by the City through negotiations that will provide direction in the preparation of the Request for Proposal from WMAC. TASK 2. DEVELOPMENT OF A REQUEST FOR PROPOSAL FROM WMAC Based on the information and direction received in Task 1, HF&H will prepare a Request for Proposal from WMAC. The RFP would be very similar to that needed in the event that the City decided to seek competitive proposals after either Task 2 or Task 5. The RFP will describe the framework for the WMAC proposal and the information required in order to do a detailed evaluation of the proposal. With minor modifications, this RFP could be used to request competitive proposals. We recommend this approach in order to remain on schedule in the event sole source negotiations do not result in an agreement. We have used a similar proposal outline in Union City, the CCCSWA, and the City of Sunnyvale. As a result, comprehensive proposals were received which were relatively easy to evaluate and met each jurisdiction's objectives. The outline for the Request for Proposal from WMAC and other potential proposers would be similar to the following: i. Title Page ii. Transmittal Letter Hi. Table of Contents, Attachments, etc. iv. Proposal Summary 1. Proposal Outline a. Company Description 1) Overview of Proposal 2) Details of Ownership of LOO and Relationships to Affiliates Including Proviper of Disposal Capacity EXHIBIT A PAGE 3 OF 6 City of Dublin Octo ber 14, 1994 e Solid Waste Franchise Negotiations Proposal e 3) Description of LDD Experience 4) Description of LDD's Service Initiation/Transition Experience 5) Information Regarding Pending or Current litigation 6) Financial Information 7) Personnel Proposed (Public Education, Marketing, etc. and percent of time dedicated to Dublin) b. Technical Proposal 1) General Requirements 2) Refuse Collection 3) Refuse Transfer and Disposal 4) Recycling Collection, Processing and Marketing 5) Green Waste Collection, Processing and Marketing 6) Implementation and Transition Plan 7) Customer Service 8) Public Education 9) Billing , 10) Hazardous Waste Management/Handling c. Financial Proposal 1) Financing Plan 2) Detailed Cost Proposal Worksheets (Provided by HF&H) d. Exhibits The result of this task will be a written request for a proposal from WMAC based on the services requested by the City and the terms and conditions necessary to negotiate a new agreement. TASK 3 ~ EV ALVA nON OF WMAC PROPOSAL HF&H will assist the City in evaluating WMAC's proposaL We have recently assisted in solid waste negotiations and have performed rate reviews throughout California and the Bay Area, which has provided us with an extensive data base of financial and operational information. Of particular interest, we have assisted in negotiations and performed rate reviews of Waste Management subsidiaries, including WMAC, through....which we have become very familiar with their operations and financial perspective. As part of these engagements,. we have developed a detailed proposal evaluation methodology that allows us to effectively judge the competitiveness and reasonableness of proposals. Factors we will consider in the evaluation include the: · Reasonableness of the operatiqnal and financial assumptions; · Collection methodology (rnanp,al, 5emi~automated, automated); EXHIBIT A PAGE 4 OF 6 r [ [' r [' l- [' r [ [ r [ [ [ [ r [ r [ ~. :J ; I I ~) I ~ ~ City of Dublin Odober 14,1994 e e Solid Waste Franchise Negotiations Proposal ~ Technology (e.g., innovativeness, cost, etc.); . Disposal price and capacity commitments compared to other Bay Area' jurisdictions; . Number of exceptions taken to the terms and conditions sought by the City; and, . Competitiveness versus other jurisdictions. As a result of this task, we will provide the City a detailed financial and operational analysis comparing the WMAC proposal to industry standards. We will identify areas in the proposal where we believe a need for improvement exists and identify where WMAC has taken exception to the draft terms and conditions and whether or not we believe these exceptions are reasonable. We will also suggest ways that the City could mitigate its risks under the WMAC proposal. TASK 4 . NEGOTIATION OF PROPOSED AGREEMENT HF&H has developed both collection and disposal agreements which are currently being utilized throughout the State. These agreements include detailed terms and conditions and detailed performance standards and rate-setting procedures. Our model agreement will serve as the basis for the negotiations. Recently, in Union City, WMAC agreed to a new franchise agreement that was based on our model agreement and tailored to Union City's individual needs. Through these prior engagements, we have developed a thorough understanding of the terms and conditions that are typically negotiated and can provide direction to the City in the areas where some flexibility may be possible, or alternatively, where the City should not negotiate. HF&H will assist the City in negotiations witl1 WMAC. This will include preparing for and facilitating negotiating sessions, as appropriate, and evaluating offers and counter- offers prepared by WMAC. The result of Task 4 will be a final, signed franchise agreement for City Council approval. , TASK 5.. DETERMINE THE NEED FOR COMPETITIVE BIDS Based on the progress of the negotiations and at the direction of City, HF&H, in consultation with City staff, will assist in determining if the WMAC proposal is reasonable and competitive with similar services in the Bay Area. In the event that the negotiations do not conclude in an agreement, we will provide the City with a brief summary of what might be expected if the City sought competitive bids, based on our experience with other competitive proposals. Recently, for the CCCSW A, we assisted in negotiations and evaluations of a long-term, sole source agreement with a Waste Management subsidiary an9. helped determine if the proposal should be accepted or if EXHIBIT A PAGE 5 OF 6 .., e e City of Dublin October 14, 1994 Solid Waste Franchise Negotiations Proposal ~ other bids should be sought. As part of the negotiations, we provided staff with an analysis of what might be expected if an RFP was issued. As a result of this task, the City will have better understanding on whether to seek additional proposals to provide services or to finalize on an agreement with WMAC. Although, it is impossible for HF&H or any finn to predict the outcome of any negotiations, we will provide information on what we have seen occur in the past. EXHIBIT A PAGE 6 OF 6 e . . EXHIBIT B PAYMENT SCHEDULE A. CITY shall pay CONTRACTOR an amount not to exceed the total sum of $40,525.00 (Forty thousand five hundred and twenty five dollars) for services to be performed pursuant to this agreement. CONTRACTOR shall submit invoices, not more often than once per month, based upon the work completed on each task identified in EXHIBIT A "scope of Work". B. The corresponding not to exceed fee for tasks numbered 1, 2, 3, and 5 shall be as follows: Task 1 - Identify Proposal Elements $ 4,000.00 Task 2 - Develop Request For proposal $ 5,195.00 Task 3 - Evaluate WMAC Response To RFP $ 9,580.00 Task 5 - Determine Need For competitive Bids $ 3,750.00 Reimbursable Costs $ 1.000.00 TOTAL FIXED FEE $23,525.00 C. Task 4 "Negotiations" are to be billed on a time and material basis using the hourly rates shown below. The total not to exceed amount stated in section A. above, limits the cost of this task to $17,000. ($15,000 in professional services and $2,000 in Reimbursable costs)., :.=,. HOURLY RATES: Managing Partner (Robert D. Hilton) Project Partner (L. Scott Hobson) project Analyst (Scott Hanin) project Assistant (cynthia Battenberg) Administration / support $ 195.00 170.00 100.00 80.00 45.00 D. City shall retain 10% of all billings for each task, until the City has determined that the scope of services pursuant to this Agreement have been satisfactorily performed. E. The total sum stated in section A above, shall be the total which the CITY shall pay for the services to be rendered by CONTRACTOR pursuant to this Agreement. CITY shall not pay any additional sum for any expense or cost whatsoever incurred by CONTRACTOR in rendering services pursuant to this Agreement. F. CITY shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefor is agreed to in a written Change Order executed by the City Manager, or other designated official of the CITY, authorized to obligate CITY thereto. Said Change Order shall be executed prior to the time such extra service is rendered and in no event shall such change order exceed twenty-five percent (25%) of the initial Contract price stated in Section A. In the event the Change Order exceeds this limitation, City Council approval shall be required. G. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of CITY. In this event, CITY shall compensate the CONTRACTOR for all outstanding costs incurred as of the date of written notice thereof pnd shall terminate this Agreement. CONTRACTOR shall maintain adequate logs and timesheets in order to verify costs incurred to date. H. The CONTRACTOR is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed copy of this Agreement. e e ~ EXHIBIT C city shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for contractor's use while consulting with city employees and reviewing records and the information in possession of city. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of city. In no event shall city be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Exhibit C Page 1 of 1 4/1/90 tit e . ,j} EXHIBIT D GENERAL PROVISIONS 1. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, contractor shall be an independent contractor and shall not be an employee of city. city shall have the right to control contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement; however, city shall not have the right to control the means by which contractor accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. contractor represents and warrants to city that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for contractor to practice his profession. contractor represents and warrants to city that contractor shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for contractor to practice his profession. 3. TIME. contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of contractor's obligations pursuant to this Agreement. . 4. INSURANCE REQUIREMENTS. contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may- arise from or in connection with the performance of the work hereunder by the contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the contractor's bid. (a) Minimum Scope of Insurance. coverage shall be at least as broad as: 1. 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; or Insurance services Office Commercial General Liability coverage ("occurrence" form CG 0001.) Exhibit D page 1 of 6 4/1/90 . e e ,:. 2. Insurance services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Workers' compensation insurance as required by the Labor Code of the state of California and Employers Liability Insurance. (b) Minimum Limits of Insurance. contractor shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the state of California and Employers Liability limits of $1,000,000 per accident. . (c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the city. At the option of the city, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the city, its officers, officials and employees; or the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. (d) Other Insurance provisions. The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability coverages. a. The city, its officers, officials, employees and volunteers are to be covered as insureds Exhibit D Page 2 of 6 4/1/90 ~ e e ~ as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor, premises owned, occupied or used by the contractor, or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of the protection afforded to the city, its officers, officials, employees or volunteers. b. The contractor's insurance coverage shall be primary insurance as respects the city, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the city, its officers, officials, employees or volunteers shall be excess of the contractor's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the city, its officers, officials, employees or volunteers. d. The contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. workers' compensation and Employers Liability coverage. The insurer shall agree to waive all rights of subrogation against the city, its officers, officials, employees and volunteers for losses arising from work performed by the contractor for the city. 3. professional Liability. contractor shall carry professional liability insurance in an amount deemed by the city to adequately protect the contractor against liability caused by negligent acts, errors or omissions on the part of the contractor in the course of performance of the services specified in this Agreement. Exhibit D page 3 of 6 4/1/90 - - e ~ ~ 4. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thir~y (30) days' prior written notice by certified mail, return receipt requested, has been given to the city. (e) Acceptabilitv of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:VII. (f) Verification of Coveraqe. Contractor shall furnish city with certificates of insurance and with original endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved by the city before work commences. The city reserves the right to require complete, certified copies of all required insurance policies, at any time. (g) subcontractors. contractor 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. (h) The Risk Manager of city may approve a variation in those 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 interests are otherwise fully protected. 5. CONTRACTOR NO AGENT. Except as city may specify in writing, contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind city to any obligation whatsoever. 6. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. Exhibit D Page 4 of 6 4/1/90 ! e e ~ ~ 7. PERSONNEL. contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that city, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, contractor shall, immediately upon receiving notice from city of such desire of city, cause the removal of such person or persons. 8. STANDARD OF PERFORMANCE. contractor shall perform 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 Contractor is engaged in the geographical area in which contractor practices his profession. All instruments of service of whatsoever nature which contractor delivers to city pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in contractor's profession. 9. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTORS. contractor shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subcontractor, to the city, to city officers and employees, or to parties designated by the city, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the contractor or of any subcontractor. contractor shall indemnify, defend and hold harmless the city, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the performance of the work. This paragraph shall not be construed to exempt the city, its employees and officers from its own fraud, willful injury or violation of law whether willful or negligent. For purposes of section 2782 of the civil Code the parties hereto recognize and agree that this agreement is not a construction contract. By execution of this agreement contractor acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the contractor or subcontractors from liability under this paragraph. 10. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, contractor shall comply with all applicable rules and regulations to which city is bound by the terms of such fiscal assistance program. Exhibit D Page 5 of 6 4/1/90 r , t' .*~ ..~ . . F;\~!.' . ""'i'~'l : .1, 'J~- } ( lY. . '~~t '~~:k~i':" ~ . (" , 11. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other written documents or materials prepared by Contractor pursuant to this Agreement shall become the property of city upon completion of the work to be performed hereunder or upon termination of the Agreement.