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MSW Consultants Inc - FY2021-032 CITY OF RANCHO PALOS VERDES CONTRACT SERVICES AGREEMENT FOR PERFORMANCE AUDIT OF EDCO DISPOSAL CORPORATION THIS CONTRACT SERVICES AGREEMENT (herein `Agreement") is made and entered into this 7th day of Decembe5 2020, by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation ("City ) and MSW CONSULTANTS, INC a California corporation(herein"Consultant") NOW, THEREFORE,the parties hereto agree as follows 1. SERVICES OF CONSULTANT 1 1 Scope of Services In compliance with all of the terms and conditions of this Agreement the Consultant shall perform the work or services set forth in the Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference Consultant warrants that it has the expenence and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner 1 2 Compliance With Law All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction 1 3 California Labor Law If the Scope of Services includes any "public work" or "maintenance work,' as those terms are defined in California Labor Code section 1720 et seq and California Code of Regulations, Title 8 Section 16000 et seq , and if the total compensation is $1,000 or more, Consultant shall pay pre'vailing wages for such work and comply with the requirements in California Labor Code section 1770 et seg and 1810 et seq , and all other applicable laws 1 4 Licenses, Permits, Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement 15 Special Requirements Additional terms and conditions of this Agreement, if any, winch are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit"B"shall govern 2. COMPENSATION 2 1 Contract Sum For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the ` Schedule of Compensation" attached hereto as Exhibit "C' and incorporated herein by this reference, but not exceeding the maximum contract amount of reference The total compensation, including reimbursement for actual 01203 0006/678370 1 1 expenses, shall not exceed $24,500 (Twenty Four Thousand Five Hundred Dollars) ("Contract Sum") 2 2 Invoices Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement The invoice shall contain all information specified in Exhibit "C", and shall detail charges for all necessary and actual expenses by the following categones labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts Sub-contractor charges shall also be detailed by such categones Consultant shall not invoice City for any duplicate services performed by more than one person City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's correct and undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law 2 3 Additional Services City shall have the right at any time dunng the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altenng, adding to or deducting from said work No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer Any greater increases, taken either separately or cumulatively, must be approved by the City Council No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed 3. PERFORMANCE SCHEDULE 3 1 Time of Essence Time is of the essence in the performance of this Agreement 3 2 Schedule of Performance Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time penod(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference When requested by the Consultant, extensions to the time penod(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively 2 01203 0006/678370 1 3 3 Force Majeure The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restnctions, riots, stnkes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the penod of the enforced delay when and if in the judgment of the Contract Officer such delay is justified The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section 3 4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D") 4. COORDINATION OF WORK 4 1 Representative of Consultant David L Davis, President, is hereby designated as being the representative of Consultant authonzed to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant Consultant shall utilize only competent personnel to perform services pursuant to this Agreement Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes 4 2 Contract Officer Ramzi Awwad, Deputy Director of Public Works, or any other person designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer") 4 3 Prohibition Against Assignment Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express wntten approval of the City Neither this Agreement nor any interest herein may be assigned or transferred, voluntanly or by operation of law, without the prior written approval of City Any such prohibited assignment or transfer shall be void 4 4 Independent Consultant Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a point enterprise with City 3 01203 0006/678370 1 5. INSURANCE AND INDEMNIFICATION 5 1 Insurance Coverages Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City (a) General liability insurance Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO "insured contract" language will not be accepted (b) Automobile liability insurance Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident (c) Professional liability (errors & omissions) insurance Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement (d) Workers' compensation insurance Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) (e) Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall include all of the requirements stated herein (f) Additional Insurance Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B" 5 2 General Insurance Requirements (a) Proof of insurance Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with City at all times during the term of this Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time 4 01203 0006/678370 1 (b) Duration of coverage Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants (c) Primary/noncontnbuting Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured (d) City's rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments In the alternative, City may cancel this Agreement (e) Acceptable insurers All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager (f) Waiver of subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants (g) Enforcement of contract provisions (non-estoppel) Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder (h) Requirements not limiting Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City 5 01203 0006/678370 1 (i) Notice of cancellation Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage (I) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (1) Separation of insureds A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review (n) Agency's right to revise specifications The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation (o) Self-insured retentions Any self-insured retentions must be declared to and approved by City City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible Self-insurance will not be considered to comply with these specifications unless approved by City (p) Timely notice of claims Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies (q) Additional insurance Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work 5 3 Indemnification To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified 6 01203 0006/678370 1 Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occumng as a result of City's sole negligence or willful acts or omissions The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement 6. RECORDS, REPORTS,AND RELEASE OF INFORMATION 6 1 Records Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a penod of three years following completion of the services hereunder The Contract Officer shall have full and free access to such books and records at all times dunng normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records 6 2 Reports Consultant shall penodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require 6 3 Confidentiality and Release of Information (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer (b) Consultant shall not, without prior written authonzation from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives the City notice of such court order or subpoena (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct 7 01203 0006/678370 1 (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant 6 4 Ownership of Documents All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full nghts of ownership use, reuse, or assignment of the documents and materials hereunder Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U S C § 101, such documents and materials are hereby deemed "works made for hire" for the City 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7 1 California Law This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California In the event of litigation in a U S District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California 7 2 Disputes, Default In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default Instead, the City may give notice to Consultant of the default and the reasons for the default The notice shall include the timeframe in which Consultant may cure the default This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article 7 3 Legal Action In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , in order to pursue any legal action under this Agreement Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or 8 01203 0006/678370 1 different times, of any other rights or remedies for the same default or any other default by the other party 7 4 Termination Prior to Expiration of Term This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause The City reserves the right to terminate this Contract at any time, with or without cause, upon fifteen (15) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the penod of notice may be such shorter time as may be determined by the Contract Officer In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' wntten notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C" In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7 2 7 5 Termination for Default of Consultant If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated 8. MISCELLANEOUS 8 1 Covenant Against Discnmination Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discnmination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual onentation, marital status, national ongin, ancestry, or other protected class in the performance of this Agreement Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class 8 2 Non-liability of City Officers and Employees No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement 9 01203 0006/678370 1 8 3 Notice Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, California 90275, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement Either party may change its address by notifying the other party of the change of address in writing Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section 8 4 Integration, Amendment It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing 8 5 Severability In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so matenal that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless 8 6 Waiver No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver A party's consent to or approval of any act by the other party requinng the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement 8 7 Attorneys' Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment 8 8 Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 8 9 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 10 01203 0006/678370 1 8 10 Warranty & Representation of Non-Collusion No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which(s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect Consultant's Authorized Initial t I 8 11 Corporate Authority The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties [Signatures On The Following Page] 11 01203 0006/678370 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above wntten CITY CITY OF RANCHO PALOS VERDES, a 4munic .: -.s atio Ara '`- .man, y Manager ATTEST: ell'A'dk ... Emily Colborn, City Clerk APPROVED AS TO FORM. ALESHIRE & WYNDER, LLP Ze)4.1/44v1 4114-Th William W Wynder, City Attorney CONSULTANT: MSW CONSULTING, INC , a California corporation By / _ j_L_ Name David Davis Title President ByC----�.4 �� Name Chnsinda Dav Title Chief Financial Officer Address 41760 Ivy St , Suite 203 Mumeta, CA 92562 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups 1) Chairman of the Board, President or any Vice President, and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 12 01203 0006/678370 1 A notary public or other officer completing this certificate verifies only the identity of California Certificate the individual who signed the document to which this certificate is attached,and not of Acknowledgment the truthfulness,accuracy,or validity of that document g State of California County of (ZtV .-rS;de On ki0../e-sivb€X `II v 0 , before me,Joanne Cooper, Notary Public, personally appeared Zvi d Dav►S c.vt-1 Ckr1sfndc- who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)-+s/are subscribed to the within instrument and acknowledged to me that befslje/they executed the same in lus/1 er/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct Witness my hand and official seal 1AAAAAAAAAAA JOANNEAA COAAOPERAAA f COMM #2212781 C) _'r"' NOTARY PUBLIC CALIFORNIA O`s +I RIVERSIDE COUNTY lvVvvvvJ i Comvsvon Erpires 101I12021 Signature 0! ) I At l mavO (seal) Description Of Attached Document— C (TN/N/ C F gArkic Ho PA LoS U ERR ES C bN I RlCT SEP/iceS A6P-EEkr fog P€2fot4HAtuc£ Au_D1 i 6E 'D1SPo #f1. Co SPO KA i 1OPi EXHIBIT "A" SCOPE OF SERVICES I. Consultant will provide professional consulting services to conduct a Performance Audit of EDCO Disposal Corporation's ("EDCO") residential solid waste services for calendar years 2017,2018, and 2019 ("Services"): A. Task 1 —Initiate Project Consultant will conduct an initial meeting with City staff and representatives from EDCO At this meeting, Consultant will review the project scope, and discuss any key issues Consultant will provide EDCO with a list of information Consultant will need to conduct the audit Consultant will also confirm the project schedule B. Task 2—Review Operations Consultant will audit EDCO's residential routes in the City The audit will include both fieldwork and work conducted in EDCO's offices Consultant will work with EDCO to identify a representative sample of EDCO's regular routes in the City, and will undertake the following as part of the audit 1 Labor Hours/Hours of Operation. The Agreement between the City and EDCO stipulates the hours of operation for residential collection in the City to minimize noise in residential neighborhoods Consultant will physically observe a representative sample of the start and end times of EDCO's service routes, as well as observe the hours of operation within the City for EDCO's regular routes Consultant will also review a sample of driver timecards and note the start and end times Consultant will also review EDCO's complaint logs to identify any complaints related to hours of operation(e g , operating too early or too late in the day) 2 Disposal Activities. EDCO is required to dispose of waste collected in the City at permitted disposal or transfer facilities In conjunction with Consultant's review of EDCO's quarterly and annual reports (described further below), Consultant will review EDCO's tonnage tracking system to venfy delivery of each specified waste stream handled by the company, including a Refuse, b Recyclables, c Green waste, 01203 0006/678370 1 A-1 d Bulky waste, e Used oil and filters, f Electronic waste, and g Battery Collection Consultant will do this by comparing the tons reported by EDCO to the tons shown in disposal reports obtained from various disposal and processing facilities 3 Dedicated Routes. The Agreement requires EDCO to collect waste and recyclables in the City using dedicated routes To verify that EDCO has operated dedicated routes in the City, Consultant will follow a representative sampling of trucks during their regular collection routes Consultant will also compare this disposal information from EDCO to the reports from disposal facilities to verify that the waste collected in the City was not commingled with tons from other jurisdictions 4 Vehicle Evaluation. Consultant will review the fleet of trucks that EDCO uses in the City Consultant will note the quantity, body type, fuel type, year, and condition of each vehicle used in the City Consultant will verify that the fleet meets the requirements of the Agreement between the City and EDCO Consultant will obtain from EDCO downloads of all landfill and processing facility transactions Consultant will sort these by total weight and compare the total weight to each vehicle's Gross Vehicle Weight Rating (GV WR) Consultant will prepare a list of any vehicle loads over the legal weight limit State law requires all fleet operators to undergo a Biennial Inspection of Terminals (BIT inspection) every two years Consultant will review EDCO's BIT inspection reports to confirm that the company has obtained a `Satisfactory' rating Further, Consultant will review the CHP inspector's comments, and obtain explanations for any significant comments 5 Quarterly and Annual Reports. EDCO is required to submit to the City quarterly and annual reports on the quantities of materials collected in the City, including refuse, recycling, green waste, electronic waste, oil, used oil filters, and bulky items The reports indicate the final destination of the disposed waste stream, and include a breakdown of the types and quantities of recyclables collected City facilities collection is also 01203 0006/678370 I included, as well as recycling from special events The report also includes a breakdown of the residential disposal rate Consultant will review EDCO's quarterly and annual reports, and venfy them for accuracy Consultant will accomplish this by performing detailed testing of EDCO's tonnage tracking system Consultant will also calculate standard industry ratios (lbs per home, lbs per cubic yard, etc ), and compare them to industry averages Consultant will also corroborate the tonnage amounts by comparing them to reports independently obtained from landfill and processing facilities 6 Diversion EDCO is responsible to divert certain materials to enable the City to meet its state-mandated diversion requirement EDCO includes this information in their quarterly and annual reports By reviewing the reports from destination facilities, Consultant will verify the following • Diversion of items from City facilities and special events, including paper shredding events, City Hall and Parks recycling, beverage container recycling from the 4th of July festival, Whale of a Day, annual catch basin cleaning debns, and other City events • Diversion of green waste for ADC, composting, conversion or other beneficial use to evaluate if EDCO is achieving the maximum level of diversion • Diversion of commingled recyclables, and the quantity of residuals, to evaluate if EDCO is achieving the maximum level of diversion • Diversion of green waste and mixed recyclables to diversion facilities to evaluate if EDCO is achieving the maximum level of diversion 7 Compliance with AB 341 and AB 1826. Consultant will review EDCO's performance regarding compliance with AB 341 and AB 1826 Consultant will review a list of EDCO's multi-family customers in the City Consultant will identify which multi-family residential customers are subject to AB 341 and mandated to participate in recycling service (i e , customers with either four(4) or more cubic yards per week or five (5) or more dwelling units) Consultant will determine which of these customers are recycling, and which are not in compliance with AB 341 Consultant will review documents that support EDCO's efforts to reach out to these customers Consultant will also review EDCO's multi-family customers to determine which customers are subject to AB 1826 (mandatory organics recycling) Consultant will review correspondence between the City and EDCO 01203 0006/678370 1 regarding AB 1826 compliance Consultant will discuss with EDCO how it determined which of its multi-family customers generate more than two (2) cubic yards of organics per week Based on Consultant's industry knowledge and Consultant's observations of these customers, Consultant will assess the reasonableness of EDCO's determination C. Task 3—Review Customer Service The City's objective is to provide the highest quality of service to its residents Over the years, the City has implemented a variety of policies and contractual requirements in their service Agreements with the residential haulers in order to meet this objective To review EDCO's customer service, Consultant will perform the following procedures 1 Review Complaints and Resolutions Documentation. Consultant will review a representative sample of complaints from EDCO's complaint logs The review will include the nature of the complaint, frequency of and type of complaint, timing of resolution, and customer satisfaction with resolution method 2 Review Public Outreach and Education Effort. EDCO is required to provide Public Outreach and Education to its customers regarding services, changes to service (holidays, new programs, etc ) as well as other communications Consultant will review copies of materials that are developed and distributed to residents, and evaluate them for timeliness, completeness of information, aesthetics, and ease of understanding D. Task 4—Review Financial Requirements The purpose of this task is to verify that EDCO is fulfilling the financial terms of its Agreement with City Consultant will perform the following procedures 1 Customer Billing Records. The Agreement allows EDCO to bill its customers up to the maximum rates set forth in the Agreement (including amendments to the Agreement) The rates are based on the level and type of services and in some cases the location of the residence Consultant will confirm that EDCO has billed only up to the maximum rates allowed in the Agreement Consultant will obtain a download of the company's entire list of single-family and multi-family customers This list will include each customer's name, service address, number and sizes of containers, and type of service Consultant will sort and analyze this information Consultant will also review a representative sample of historical billing information Consultant will identify any inconsistencies in the data, and obtain any needed explanations from each company Consultant will verify eligible discounts (senior citizen, annual prepayment, and low income) were calculated properly and applied to eligible applicants 01203 0006/678370 1 Consultant will review a representative sample of historical billing information 2 Fees Paid to the City. Consultant will review the calculation of the amounts due to the City for the Collector Fee and the Environmental Fee Consultant will obtain information from the City's finance department to confirm the payments received by the City Consultant will evaluate those payments to ensure that they comply with the Agreement (and Amendment 2 to the Agreement) 3 Customer Recycling Credits. In January 2013, the recycling rebate was transitioned to a customer recycling credit These credits are incorporated into the amounts billed to customers Consultant will review the billing download and reports from EDCO's billing system to verify that all customers are receiving the correct recycling credit The credit for EDCO's Area 1 customers and EDCO's Area 2 (former Universal Waste Systems service area) are slightly different 4 Insurances, Bonds and Letters of Credit EDCO is required to obtain and maintain insurance, bonds, and letters of credit in relation to the services they provide to the City Consultant will request copies of the most recent renewals of these documents, and verify they meet the requirements in the Agreement E. Task 5 - Review Previous Rate Adjustments Consultant will review the rate adjustments that became effective on July 1, 2018, July 1, 2019, and July 1, 2020 Consultant will review them for accuracy and completeness Consultant will confirm the external data(e g , CPI,PPI, disposal tip fees, labor rates, etc ) on which the rate adjustments were based Consultant will ensure that EDCO followed the methodology outlined in Exhibit 5A of the Agreement Consultant will share the results of Consultant's review with EDCO and the City If needed, Consultant will recalculate the rate adjustments Consultant will also include the results of Consultant's review in Consultant's report F. Task 6—Conduct Closing Conference After Consultant has completed its procedures, Consultant will meet with representatives of EDCO to discuss Consultant's findings and seek to resolve any outstanding issues Consultant will then meet with City staff to review Consultant's preliminary findings, and report on any outstanding issues G Task 7 —Prepare Draft and Final Report Consultant will prepare a draft report that describes the project background, objectives, and Consultant's findings Consultant will provide a copy of the report to EDCO and to 01203 0006/678370 1 the City for review City staff and EDCO will review the draft report, and provide written feedback Consultant will incorporate this feedback into the final report Consultant will be available to present Consultant's findings to the City Council Solid Waste Subcommittee and the City Council II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A Draft Report, as described in Task 7 B Final Report, as described in Task 7 III In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports. A Project Status Reports, containing status on all ongoing tasks, completed tasks, and any delays or issues with the Services Reports will be delivered on December 1s`, December 15th, and January 2nd IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City V. Consultant will utilize the following personnel to accomplish the Services. A David L Davis, CMA—Project Manager B Craig D Stroud, CPA— Senior Consultant C Girard Mobley —Financial Analyst/Auditor 01203 0006/678370 1 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) [NOT APPLICABLE] 012030006/678370 1 B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following Services at the following rates. Total Task Description Davis Stroud Mobley Hours 1 inititate Project 4 4 8 16 2 Review Operations 3 6 18 27 3 Review Customer Service 4 4 8 16 4 Review Financial Requirements 2 3 12 17 5 Review Previous Rate Adjustments 2 3 14 19 6 Conduct Closing Conference 2 2 6 10 7 Prepare Draft and Final Report 8 6 12 26 Total Hours 25 28 78 131 Hourly Rate $190 $190 $185 Total Fees $4,750 $5,320 $14,430 $24,500 II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment upon satisfactory completion of services Not Applicable III Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 21, unless Additional Services are approved per Section 2.3. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A Line items for all the work performed, the number of hours worked, and the hourly rate B Line items for all matenals and equipment properly charged to the Services C Line items for all other approved reimbursable expenses claimed, with supporting documentation D Line items for all approved subcontractor labor, supplies, equipment, matenals, and travel properly charged to the Services V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. C-1 01203 0006/678370 I VI. Consultant's billing rates for all personnel are attached as Exhibit C-1. Not Applicable 01203 0006/678370 1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: A Consultant will have a preliminary report ready for presentation to staff and/or the Solid Waste Subcommittee by January 15, 2021 B Consultant will have a final report ready for presentation to City Council for the 2nd City Council meeting in February, which will take place on Tuesday, February 16, 2021 C Any delays due to unforeseen circumstances shall be discussed with the City II. Consultant shall deliver the following tangible work products to the City by the following dates. A. Draft Report—January 15, 2021 B. Final Report—February 16, 2021 III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. D-1 01203 0006/678370 1