MSW Consultants - FY2022-006-01 AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
("Amendment No 1")by and between the CITY OF RANCHO PALOS VERDES("City")and
MSW CONSULTANTS, a California corporation("Consultant")is effective as of July 21,2022
RECITALS
A City and Consultant entered into a certain Agreement for Professional Services
dated July 20,2021 ("Agreement")whereby Consultant agreed to provide professional solid waste
regulatory compliance services for adherence to state laws, including Senate Bill 1383 (the
"Services"), for a Term of one year, for a Contract Sum not to exceed of$105,800
B City and Consultant now desire to extend the scope of the Agreement to include
additional assistance with solid waste management services, increasing the contract amount by
$142,820 to a not to exceed sum of$248,620, and to extend the Term of the Agreement to June
30, 2023
TERMS
1 Contract Changes The Agreement is amended as provided herein (Deleted text
is indicated in stakethfeugh and added text in bold italics)
a Section 2.1, Contract Sum, is amended to read:
"Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant the amounts specified in the "Schedule of Compensation" attached hereto as
Exhibit "C" and incorporated herein by this reference The total compensation, including
reimbursement for actual expenses, shall not exceed $105,800 (On,, Hundred Five
$248,620(Two Hundred Forty Eight Thousand Six
Hundred Twenty Dollars) (the "Contract Sum"), unless additional compensation is
approved pursuant to Section 1 9
b Section 3.4, Term, is amended to read.
"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, o ..f om the date hereof June 30,2023, • . .., . . . . _ _ , .
of Performance(Exhibit"D")"
c The following is added to Task 1 under Section I of Exhibit "A" Scope
of Services.
"Develop an SB 1383 Implementation Plan, Train Staff
The purpose of this task is to provide the City with an SB 1383 Solid Waste
Management
Plan (Plan) and training program. Consultant will prepare a written SB 1383 work
plan that will serve as a roadmap to ensure the City complies with all SB 1383
requirements. The work plan will contain a checklist that clearly identifies each of the
SB 1383 requirements, where (or from whom) to gather the needed information, the
responsible personnel, and the deadline for each requirement.
Consultant will provide the workplan to the City, and train City personnel to perform
the tasks in the workplan. Consultant will spend approximately 16 hours in training of
City staff.
Deliverables
• SB 1383 work plan
• Training of City personnel
d The following is added to Task 2 under Section I of Exhibit "A" Scope
of Services:
"Conduct an Automatic Enrollment Program for Non-compliant Generators
The purpose of this task is to bring all of the City's commercial businesses into
compliance with SB 1383. For all businesses that do not qualify for a waiver,
Consultant will work with each franc/used hauler to automatically enroll that business
in waste management services required by State regulations. Consultant will use their
experience and capabilities to provide the City and its commercial customers support
related to compliance with AB 341,AB 1826 and SB 1383.
Consultant will conduct outreach and education to non-compliant generators
Consultant's work will consist of
• Assisting the City in preparing a mandatory compliance letter,
• Making phone calls and conducting site visits at all non-compliant businesses,
• Informing them of recycling requirements;
• Recommending recycling services (or documenting self-haul recycling),
referring to the relevant hauler for subscription services;
• Identifying de minim's and physical space constraint waiver eligible customers,
and,
• Documenting the results.
For businesses that do not qualify for a waiver, Consultant will coordinate with the
hauler to subscribe that business for service. Consultant will record information about
our site visits into the City's Implementation Record(Minerva®database)."
e The following tasks are added to Section I of Exhibit "A" Scope of
Services
"Task 3—Implement Compliance Reporting System
01203 0006/803417 4 -2-
The purpose of this task is to, in collaboration with the franchise haulers, establish a
system that will monitor the recycling compliance of individual waste generators, and
identify generators that are out of compliance.
Consultant will provide the City with Minerva®, a cloud-based software platform that
will enable the City to monitor, manage, and report on the recycling status of its
individual commercial and multi family waste generators
Minerva®includes the following capabilities:
• Upload individual commercial and multi family customer service data from
each hauler's billing system.
• Organize commercial customers and multi family customers into whether they
are `covered'or 'not covered.'
• Track recycling, including organics,status information for CalRecycle
reporting.
• Track and manage education and outreach activity
• Evaluate and approve requests for recycling and organics self-haul customers.
• Grant and track waivers for lack of space, and de minims generation.
• Upload images and documents.
• Allow collaboration among haulers, City, and outreach staff
• Track edible food generators and edible food recovery organizations.
• Build an Implementation Record for compliance with SB 1383.
To implement and support Minerva®Consultant will:
• Set up the City's commercial franchised haulers in Minerva®
• Obtain and upload commercial and multi family customer data from the
franchised haulers
• Upload any legacy compliance data (notes, self-haul status, waivers, etc.)
• Train City staff in the use of Minerva
Deliverable.
• Set up the City's commercial and multi family franchised haulers in Minerva®
• A 2-year subscription to Minerva
Task 4—Implement an Edible Food Recovery Program
The purpose of this task is to develop and implement a compliant edible food recovery
program as required by SB 1383
To perform this task, Consultant will.
• Include a written food recovery program plan in the SB 1383 work plan.
• Identify Tier 1 and Tier 2 commercial edible food generators, and food service
organizations
• Assist the City in developing a food recovery agreement for edible food
generators.
01203 0006/803417 4 -3-
• Ensure that all commercial food generators enter in to a food recovery
agreement with at least one food recovery organization.
• Record the food recovery agreements in the Implementation Record(Minerva
database).
Deliverables:
• Written food recovery program in SB 1383 work plan
• Food recovery agreements recorded in the Minerva database
Task 5—Conduct CalGreen Construction & Demolition (C&D) Diversion/Recyclinm
Program Review
The purpose of this task is to ensure the City is complying with the CalGreen C&D
diversion/recychng requirements. The CalGreen requirements that are incorporated
into the City's municipal code require that all C&D contractors divert at least 65% of
the C&D material they collect in the City The City accomplishes this by requiring
applicants of all covered projects to submit a waste management plan upon project
approval, and delivering all C&D material collected in the City to an approved C&D
diversion facility.
To complete this task, Consultant will:
• Interview City staff and review documents to evaluate the City's existing C&D
diversion/recycling program.
• Prepare a written evaluation with any recommendations for improvement.
• Develop or update the City's written C&D diversion/recycling procedures
Train staff on new requirements and forms (virtually or in person)
Deliverables.
• Written evaluation of City's existing C&D diversion/recychng program
• Updated C&D diversion/recychng procedures
• Train inspectors and permit technicians/clerks on procedures
Task 6—Prepare CalRecycle Annual Report, Grant Applications and Attend Meetings
The purpose of this task is to assist the City by preparing reports for CalRecycle (via
LARA), preparing grant applications, and attending meetings. The Annual Report to
CalRecycle is due annually on October 1
It will include information for
• AB 939,AB 341 and AB 1826 information for calendar 2021, and
• SB 1383 information for the first six months of calendar 2022.
Consultant will gather and prepare information needed to prepare and submit the
Annual Report to CalRecycle This will include all the AB 939 program information,the
AB 341 and AB 1826 information (Mandatory Commercial Recycling-MCR and
Mandatory Commercial Organics Recycling-MORe), and SB 1383 information.
01203 0006/803417 4 -4-
Consultant will gather this information from various sources (EDCO Disposal,
commercial haulers, the City, outside sources, etc.) Consultant will provide this
information to Los Angeles Regional Agency-LARA (or enter it into the LARA
database)
In addition, Consultant will prepare any other CalRecycle reports such as Household
Hazardous Waste(HI-lW) annual Household Hazardous Waste Collection Information-
Form 303. Consultant will also prepare any monthly updates and attend any CalRecycle
monthly conference calls and LARA quarterly meetings.
Consultant will also prepare grant applications for•
• Beverage Container Recycling City/County Payment Program
• Used Oil Payment Program
• HHW Grant Program, if applicable
• SB 1383 Local Assistance
Deliverables
• CalRecycle Annual Report
• HHW annual Form 303
• Attendance at CalRecycle and LARA meetings
• SB 1383 Grant Annual Report and Expenditure Report
• Grant applications
• Any other reports needed by CalRecycle
Task 7—Develop Inspection Protocol
The purpose of this task is to develop an inspection protocol for the City's code
enforcement to incorporate periodic SB 1383 compliance reviews of waste generators
into their ongoing responsibilities
Consultant will prepare
• A form to be used by City staff The form will include instructions and a
checklist.
Deliverables:
• SB 1383 Inspection Compliance Review Form
Task 8—Other Tasks as Directed by Public Works Director
Consultant will perform all other tasks related to the City's solid waste program and or
compliance with SB 1383 as directed by the Public Works Director Consultant will
perform these tasks upon receiving a written task order from the Public Works Director
via email. The task order will describe the work to be done, the estimated number of
hours, schedule, and the work product.
Deliverables:
• As described in each task order
01203 0006/803417 4 -5-
C. The following is added to Exhibit"C" Schedule of Compensation:
"The following Schedule of Fees applies to the Services, including the Services to be
provided from July 21, 2022 through July 20, 2023.
We propose to perform the grant-funded services for an amount not-to-exceed $59.640
We propose to perform the tasks paid from current resources for an amount not-to-
exceed $83,180. The total project cost of the project will not exceed $142,820. These
amounts are based on the hours and billing rates for each of our staff members shown
below in Table 1 if the City requests that we perform any additional tasks outside the
scope of work, we will do so at the same hourly rates. We will not perform any additional
tasks prior to receiving written approval from the City.
Table 1 - Proposed Fees
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.141 lam 114• e.
Tula Ill..sAr+.. 444+40 r.*s t muss 14 11• w4411 Own Sad c
ellOile eU.114s C•+war - ��yn �..6re
libomipor 4e Ise Id•.r...•e1•w hobs
1 f w 1$1141 w. ....•.•ion trsn C4 414,1 4 u • • • a 40 310,440
I 4u4•+tMt sradirne.4 or,ru....nno4arn'nw r,rt D 14 11 4 ! J0 141 $21.100
I I n>.••...,$cs.nsrnrs' b4•s•••.. 4 4 J4 0 4 M 104 $17 420
4 i . —a.t 1.04 ase nn•.i Rt./•r. 4 ■ 0 0 4 4 44 $4.1110
1.11113 0...!1.4/444441 M.444
0..1.1*4ftessime/]..11411
I taw t 1JG,41W�>VO R.r....1r+.* 11 I. 2 4 ■ 0 42 S t,!SO
• ►-.•y•C. vo.4.•na.44R1 114 M • M 110 111 S41•440
1 C+•mtao Cad.I..1a.,...vt4.4• •.Vf II..►nrw
rsO. $ 12 0 1 ■ 0 10 S5,9:11
• OT.r t•4b••0•n•cbd a••W 0•'=1••' b 0 14 14 4 II 1:1 I1C 44)tI
Crtwnl r It1.uli•11%Mr SWISS
I,t1I•I•as• 144 1111 4J 114 111 u It]e
1•nI'Y tu• $310 St ts S744 $141 Saes ::et
hal 4+ f W,eM
D. The following is added to Exhibit"D" Schedule of Performance:
"Consultant shall perform all additional tasks as provided in Amendment No. 1 to the
Agreement and complete the work by no later than June 30, 2023. The individual
tasks'Schedule of Performance are detailed below.
Task 1:March 31, 2023
Task 2: October 1, 2022
Task 3; October 1, 2022
Task 4: October 1, 2022
Task 5: March 31, 2023
Task 6:No later than the CalRecycle Deadline for each report
Task 7:March 31, 2023
01203.0006/803417.4 -6-
Task 8•As needed and agreed by Director of Public Works ."
2 Continuing Effect of Agreement. Except as amended by Amendment No 1, all
provisions of the Agreement shall remain unchanged and in full force and effect From and after
the date of this Amendment No 1, whenever the term "Agreement" appears in the Agreement, it
shall mean the Agreement, as amended by Amendment No 1 to the Agreement
3 Affirmation of Agreement; Warranty Re Absence of Defaults City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein Each party
represents and warrants to the other that the Agreement is currently an effective,valid,and binding
obligation
Consultant represents and warrants to City that, as of the date of this Amendment No 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement
City represents and warrants to Consultant that, as of the date of this Amendment No 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a matenal
default under the Agreement
4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment
5 Authority The persons executing this Amendment No 1 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 Amendment No 1 on behalf of said party, (iii) by so executing this
Amendment No 1, such party is formally bound to the provisions of this Amendment No 1, and
(iv)the entering into this Amendment No 1 does not violate any provision of any other agreement
to which said party is bound
[SIGNATURES ON FOLLOWING PAGE]
01203 0006/803417 4 -7-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written
CITY
CITY OF RANCHO PALOS VERDES, a
•• - • sal co 'oration
41Ib (40
Day d :radley, Mayor
ATTEST
•esa T EaQka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
40.
William W W er, City Attorney
CONSULTANT
MSW CONSULTANTS, a California
corporation
By
Name David Davis
Title President
By
Name Chrisinda D is
Title Secretary Treasurer
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
01203 0006/803417 4 -8-
notary public or other officer completing this certificate verifies only the ident,t California Certificate
of the individual who signed the document to which this certificate is attached,and of
not the truthfulness accuracy or validity of that document Acknowledgment
State of California
County of f'Je_xsict2
On J(Aj I CAl , before me,Joanne Cooper, Notary Public, personally appeared,
who proved to me on the basis of satisfactory evidence to be the person( whose name is/ re
subscribed to the within instrument and acknowled:ed to me thahe he/they executed the same in
his her/their authorized capacity(tes), and that b ( / er/their signature(s)-on the instrument the
persons), 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 , 00 rsJOANNE COOPER:
COMM #� 2375438�Z
fr RIVERSIDE County IA
afri California Notary Public''."
°C�FoFt��P Comm Exp Oct 1, 2025 :
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Signature �.� kr/
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(seal)
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4 e vtevh For 1 roceSStvYtcii gervic-e,S
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Sc i'er. PreStt lead- o,� RSt i l._ovLsLd-k 5
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached,and
not the truthfulness,accuracy,or validity of that document Acknowledgment
State of California
County of R&'ers:cJe
OnJ UJ j tat 12O , before me,Joanne CoorRer, Notary Public, personally appeared,
C LriCiriclk rUc -"tS
who proved to me on the basis of satisfactory evidence to be the persor0)whose name,( are
subscribed to the within instrument and acknowledged to me that h:00 hey executed the same in
hi AM heir authorized capacity(ies.),and that by hi.tirat their signatures)on the instrument the
persorir);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 ��} %s� JOANNE COOPER
COMM it 2375438 Z
w.,
�` �� ._ RIVERSIDE County 1�
e1 v/California Notary Pubtl,cr
I , gClFORa�P Comm Exp Oct 1, 2025
Signature cp / /� -
(seal)
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MSW CONSULTANTS
01203 0006/727797 I EQG 1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MSW CONSULTANTS
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein "Agreement") is made
and entered into on July 20, 2021, by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation ("City") and MSW CONSULTANTS, a California
corporation ("Consultant") City and Consultant may be referred to, individually or collectively,
as "Party" or"Parties "
RECITALS
A City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement
B Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement
D The Parties desire to formalize the selection of Consultant for performance of
those services defined and descnbed particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and descnbed herein
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services", as stated in the Proposal, attached
hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein
as the "services" or "work" hereunder As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
01203 0006/727797 1 EQG
intended For purposes of this Agreement, the phrase "highest professional standards" shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's Proposal which shall be incorporated
herein by this reference as though fully set forth herein In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having junsdiction in effect at the time service is
rendered
1.4 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 prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq and 1810 et seq , and all other applicable laws,
including the following requirements
(a) Public Work The Parties acknowledge that some or all of the work to be
performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ("DIR")
implementing such statutes The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR Consultant shall post job site notices, as prescribed by
regulation
(b) Prevailing Wages Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement
(c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
01203 0006/727797 1 EQG 2
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor
(d) Payroll Records Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776, certify and make such payroll records available for inspection as
provided by Section 1776, and inform the City of the location of the records
(e) Apprentices Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of Regulations Title 8,
Section 200 et seq concerning the employment of apprentices on public works projects
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement
(f) Eight-Hour Work Day Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work Consultant shall comply with and be bound by Labor Code
Section 1810
(g) Penalties for Excess Hours Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars) for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2
(one and one half)times the basic rate of pay
(h) Workers' Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract"
01203 0006/727797 1 EQG 3
Consultant's Authonzed Initials
(i) Consultant's Responsibility for Subcontractors For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a penodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor
1.5 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 this Agreement
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restnctions attending performance of the services under this Agreement If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer in the form of a Change Order
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence
01203 0006/727797 1 EQG 4
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible
for the service of the other
1.9 Additional Services.
City shall have the right at any time during 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 altering, adding to or deducting from said work No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs 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 15% of the Contract
Sum, or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract
Officer through a written Change Order Any greater increases, taken either separately or
cumulatively, must be approved by the City Council It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor City
may in its sole and absolute discretion have similar work done by other Consultants No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which 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
01203 0006/727797 1 EQG 5
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference The total compensation, including reimbursement for
actual expenses, shall not exceed $105,800 (One Hundred Five Thousand Eight Hundred_
Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section
19
2 2 Method of Compensation
The method of compensation may include (i) a lump sum payment upon completion, (ii)
payment in accordance with specified tasks or the percentage of completion of the services, (iii)
payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks,
and (b) the Contract Sum is not exceeded, or (iv) such other methods as may be specified in the
Schedule of Compensation
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5,
and only if specified in the Schedule of Compensation The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City
Coordination of the performance of the work with City is a critical component of the services If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, 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 detail charges for all necessary and actual expenses by the
following categories labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categories 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, or as provided in Section 7 3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
01203 0006/727797 1 EQG 6
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 City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law
2 5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant
ARTICLE 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 period(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 period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively
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 restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) 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 period 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
01203 0006/727797 1 EQG 7
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„)
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant
The following principals of Consultant ("Pnncipals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith
David Davis CMA President, Project Manager
(Name) (Title)
Craig Stroud Senior Consultant
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement
Therefore, the foregoing pnncipals shall be responsible dunng the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Pnncipals For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City Additionally, Consultant shall utilize
only the personnel included in the Proposal 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, if any, assigned to perform the services required under this
Agreement Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance City shall have the nght to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld
4.2 Status of Consultant
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
01203 0006/727797 I EQG 8
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such rights
4.3 Contract Officer.
The Contract Officer shall be Lauren Ramezani, Public Works Senior Administrative
Analyst, or such person as may be designated by the Director of Public Works It shall be the
Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of
the performance of the services and the Consultant shall refer any decisions which must be made
by City to the Contract Officer Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer The Contract Officer shall have
authority, if specified in wnting by the City Manager, to sign all documents on behalf of the City
required hereunder to carry out the terms of this Agreement
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 herein City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor 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 City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a Joint venturer or a member of any
Joint enterprise with Consultant
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City, all subcontractors included
in the Proposal are deemed approved In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more than 25% (twenty five percent) of the present ownership and/or control
of Consultant, taking all transfers into account on a cumulative basis In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City
01203 0006/727797 1 EQG 9
ARTICLE 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 covenng 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 penod 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
01203 0006/727797 1 EQG 10
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 dunng the term of this Agreement City
reserves the right to require complete, certified copies of all required insurance policies, at any
time
(b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injunes 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/noncontributing 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 and continuously maintain 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 authonzed 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 pnor to a loss Consultant hereby waives its own nght 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
01203 0006/727797 1 EQG 1 I
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
(i) Notice of cancellation Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage
(l) 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 wnting
(I) 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 90 (ninety) 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
01203 0006/727797 1 EQG 12
(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 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 ansing out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or 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, and in connection therewith
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith,
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom,
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder The provisions of this Section do not apply to claims or liabilities occurring
01203 0006/727797 1 EQG 13
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement
ARTICLE 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 Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
01203 0006/727797 1 EQG 14
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 City of its full
rights of ownership use, reuse, or assignment of the documents and matenals hereunder Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment Consultant may retain copies of such
documents for its own use Consultant shall have the right to use the concepts embodied therein
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom Moreover, Consultant with respect to any documents
and matenals 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
6.4 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 City without prior written
authorization from the Contract Officer
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization 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 City notice of such court order or subpoena
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then 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
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors 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 there under 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 City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant However, this right to review any such response does not imply or mean
the nght by City to control, direct, or rewrite said response
01203 0006/727797 1 EQG 15
ARTICLE 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 ansing out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropnate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action In the event of litigation in a U S Distnct
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 15 (fifteen) days, but may be extended, though not reduced, 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 In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices dunng the period of default If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article Any failure on the part of the City
to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's
legal rights or any nghts arising out of any provision of this Agreement
7.3 Retention of Funds
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim The failure of
City to exercise such nght to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
01203 0006/727797 1 EQG 16
provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver 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
7.5 Rights and Remedies are Cumulative
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
different times, of any other rights or remedies for the same default or any other default by the
other party
7.6 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 a legal action under this Agreement
7.7 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 30 (thirty) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer 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 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, except as provided in Section 7 3 In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7 2
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement
(a) 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
01203 0006/727797 1 EQG 17
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
(b) Consultant may, after compliance with the provisions of Section 7 2, terminate the
Agreement upon written notice to the City's Contract Officer Consultant shall be entitled to
payment for all work performed up to the date of termination
7.9 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 may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 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
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement
01203 0006/727797 1 EQG 18
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, mantal status, national ongin, ancestry or other protected class in the performance of
this Agreement Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated dunng employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national ongin, ancestry or other
protected class
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U S C § 1101 et seq , as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City
ARTICLE 9 MISCELLANEOUS PROVISIONS
9.1 Notices.
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 Blvd , Rancho Palos Verdes, 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
9.2 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
9.3 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
01203 0006/727797 1 EQG 19
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties 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 No amendment to or modification
of this Agreement shall be valid unless made in wnting and approved by the Consultant and by
the City Council The parties agree that this requirement for wntten modifications cannot be
waived and that any attempted waiver shall be void
9.5 Severability
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in 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 phrases, sentences, clauses, paragraphs, or sections 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 material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless
9.6 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 Initials
01203 0006/727797 1 EQG 20
9.7 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, (in) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that 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 FOLLOWING PAGE]
01203 0006/727797 1 EQG 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
.)164
Eric Alegria, Mayor
ATTEST.
eresa .o a, City Clerk
APPROVED AS TO FORM:
ALESHIRE& WYNDER, LLP
b}ailietAfet G4I4 -
William
W Wynder, City Attorney
CONSULTANT:
MSW CONSULTANTS, INC , a California
corporation
By
Name David Davis, CMA
Title President
By /
Name C. 5 ►1.A.rti co./1.5
Title C 4liefe iWcc'tciuJ Oc(;cer
Address 41'1 i•is `4 I -f 3
vtk ut c t' ce'r'-., G A 125 (32,
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
01203 0006/727797 1 EQG 22
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF 143g-ANGELES' 121veQS1 DE
On3tl\y )3 ,2021 before mejOcuune a-AP,personally appeared,ci 'J S , proved to me on
the basis of satisfactory evidence to be the person(a)whose names( )Jare subscribed to the within instrument and
acknowledged to me that®'she/they executed the samei '(�I er/their authorized capacity(ie&),and that by
(Der/their signature( on the instrument the person(,or the entity upon behalf of which the person(e)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
AAL'.
A A A A A AA
A A A A A A A A A A A• r JOANNE COOPER r
WITNESS my h.nd and official al COMM #2212781 0
g E4,A NOTARY PUBLIC CALIFORNIA
l t9� 7' RIVERSIDE COUNTY
Signature '., /v v v v v,m) m1.":nYYp1T 1r011R021v y
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL l
® CORPORATE OFFICER (C IACkd Sem ceS (2ew
P(estc evr TITLE OR TYPE OF DOC
ENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED ��-
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR 041D-o 1,)-0.1-1
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING l rl bi viA 4N S
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
hlSv.) (ccul-4cLvtkS, I rt(
01203 0006/727797 1 EQG
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF i24V-62SLDE
,2021 before mei ji Cow(Knersonally appeared& 6;ocki.!_kvs,proved to me on
the basis of satisfactory evidence to be the personO whose names(.& is are subscribed to the within instrument and
acknowledged to me that hAti they executed the same in his er their authorized capacity(i&),and that by
hisePtheir signature($)on the instrument the person*,or the entity upon behalf of which the person(e-)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
A A A A A A A A A A A A A A A A A
.�•o JOANNE COOPER
WITNESS my hand and official seals COMM #2212781 0
t` NOTARY PUBLIC CALIFORNIA Z
-� - RIVERSIDE COUNTY
Signature Co
M mmssi
4r ues i011R021
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
• CORPORATE OFFICER �onfirc.L-f Sp rVt(eS ��
ah-1-€f Ctnct-v,ca Gi-f cer TITLE OR TYPE OF DOCUME
TITLE(S)
El PARTNER(S) El LIMITED Q o-
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR Q�
El OTHER DATE F DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR EN`S Y((IIES)) SIGNER(S)OTHER THAN NAMED ABOVE
14 1!J-1 rCAA SU 1iX1—i l V(C
01203 0006/727797 1 EQG
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will provide the following services to assist the City to update its waste
hauling contracts in conformance with the requirements of SB 1383 relating to
organic and food waste recycling(the "Services").
Task 1 - Residential Contract
Conduct Kickoff Meetings - Consultant will conduct a kickoff meeting with City staff
Consultant will also conduct a subsequent meeting with City staff and representatives from
EDCO The purpose of the meeting with City staff will be to confirm the project scope, schedule,
key issues, deliverables, and the City's negotiating strategy The purpose of the meeting with
EDCO will be to discuss the project schedule, review the information EDCO will need to
provide, and discuss potential modifications to the key terms and services in the franchise
agreement
Identify Deficiencies in Current Agreement - Consultant will review the City's franchise
agreement and prepare a contract profile to include incorporating provisions such as a medical
waste roundup be included during the bi-annual shredding, e-waste and mulch events The
contract profile will consist of a summary of relevant key terms and services Based on
Consultant's discussions with the City and EDCO, Consultant will identify the key contract
terms and services needed to fulfill the requirements of AB 341, AB 1826, and SB 1383
Consultant will prepare contract language to update the franchise agreement to contain the
services and terms to enable customers to comply with organics recycling requirements
Benchmark Comparable Jurisdictions - Consultant will gather and analyze information on
the solid waste contracts, programs, and rates, by other similar jurisdictions In addition to
simply collecting the amount charged to customers by those jurisdictions, Consultant will also
collect other information that will enable Consultant to determine and quantify any
`distinguishing characteristics' in comparing those rates to the City of Rancho Palos Verdes
Consultant will prepare tables comparing the rates in these jurisdictions to those in the City of
Rancho Palos Verdes These tables will also address the various distinguishing characteristics
among the jurisdictions
Outline Negotiation Strategy - Based on the information Consultant gathers, and
Consultant's previous discussions with City staff, Consultant will develop a negotiation strategy,
and prepare meeting materials for use in its discussions with EDCO These materials will also
include an updated version of the franchise agreement with the City's proposed changes
`redlined ' The purpose of the meeting materials will be to ensure that both parties have a
common understanding of the issues, and to promote an organized and systematic approach to
reaching an agreement that is best for the City
Review EDCO's Proposal - Consultant will perform a detailed review to ensure that
EDCO's proposal is complete and has met the requirements for AB 341, AB 1826, and SB 1383
It is the City's goal to approve a proposal that presents the greatest value to ratepayers
01203 0006/727797 1 EQG A-1
Perform Cost Analysis - Consultant will gather from EDCO billing information about its
customers in the City This information will likely include the number of customers, number of
dwelling units, and each residential customer's size, type and number of carts Consultant will
analyze the information it gathers and evaluate it for reasonableness The purpose for gathering
this information is to calculate the company's total revenue, disposal and fuel expense
Review the Potential to Share in the Use of Former PV Landfill Property - The City is
considering the potential shared use of the site of the former Palos Verdes Landfill for a green
waste/orgamcs processing facility The City of Rolling Hills Estates has discussed the possibility
of siting a pilot anaerobic digester at the site Consultant will review the cost-benefit analysis
prepared by the City of Rolling Hills Estates, and analyze the feasibility of the City sharing in
this venture
Create Base Contract and Rate Structure for Peninsula-wide Solid Waste Agreement -
The City is interested in possibly joining in a consolidated franchise agreement with the cities of
Palos Verdes Estates, Rolling Hills, and Rolling Hills Estates (Peninsula Cities) Consultant will
create language in the City's franchise agreement, along with a rate structure, that will
accommodate the types of services provided in other Peninsula Cities This base language and
rate structure would enable the City's franchise agreement to be more readily linked with the
agreements in other Peninsula Cities
Advise City Staff on Negotiation Sessions — Consultant will meet with City staff and
EDCO and provide input, seek clarification, and obtain any needed cost documentation
Consultant will perform any additional needed cost analysis
Prepare a Revised/New Agreement - Utilizing the CalRecycle Model Agreement,
Consultant will incorporate into the draft agreement any revised contract language that is
acceptable to the City Consultant will prepare `redline' versions of the agreement as well as
versions of the agreement with the changes accepted Once Consultant has completed the draft
agreement, Consultant will submit these to the hauler, City staff, and the City Attorney for their
review and approval Consultant will make additional changes as needed
Present Recommendations to Solid Waste Subcommittee and City Council - Consultant
will prepare a slide presentation that summarizes the key attributes of the new residential
agreement Consultant will review its presentation with City staff and make any needed changes
Consultant will then present its evaluation results and recommendations to the City Council
Solid Waste Subcommittee Consultant will also attend and present its recommendations to the
City Council meeting and answer any questions
Task 2—Commercial Contracts
Meet with Commercial Haulers — In addition to Consultant's initial meeting with City
staff, Consultant will meet via online video with representatives from each of the seven (7)
authorized commercial haulers The purpose of these meetings will be to discuss needed changes
to the non-exclusive franchise agreements, and to gain an understanding of each hauler's
approach and capabilities related to SB 1383 Consultant will also discuss the information they
01203 0006/727797 1 EQG A-2
will need to provide, and potential modifications to the key terms and services in the franchise
agreement
Identify Deficiencies in Non-exclusive Franchise Agreement - Consultant will review the
City's commercial franchise agreement and prepare a contract profile The contract profile will
consist of a summary of relevant key terms and services Based on Consultant's discussions with
the City and the seven (7) authorized commercial haulers, Consultant will identify the key
contract terms and services needed to fulfill the requirements of SB 1383 Based on the key
terms and services Consultant identifies, Consultant will prepare contract language to amend the
franchise agreement such that it will contain the needed services and terms to enable customers
to comply with their organics recycling requirements
Prepare Updated City Solid Waste Ordinance - Consultant will review the City's code
related to solid waste, recycling, and organics to identify deficiencies that need to be updated to
comply with State laws Using the CalRecycle Model Ordinance, Consultant will prepare
recommended revisions that comply with SB 1383 regulations, and align with the City's solid
waste program This will include a provision to address the issue of single-use plastic containers
Consultant will prepare these revisions in MS Word with track changes showing additions and
deletions Consultant will work with City staff and the City Attorney to review the drafts and
ensure the ordinance will lead to desired SB 1383 compliance outcomes
Combine Residential and Commercial Franchise Agreements - The City may be
interested in combining its non-exclusive commercial agreements with its exclusive residential
agreement to form a single city-wide solid waste franchise agreement Consultant will assist the
City by analyzing the advantages and disadvantages of this approach If the City is interested in
moving ahead with this approach, Consultant will
• Prepare the 5-year notice to the commercial haulers pursuant to PRC 49520
• Prepare an action plan to guide the City in transitioning to a single hauler with a
single city- wide agreement
• Update the City's current residential agreement such that it will include
commercial services, and serve as a citywide exclusive franchise agreement Analyze the Cost
and Feasibility of Using Recycled Food Waste for Mulch - SB 1383 requires the City to procure
a certain amount of products that include recycled organic material The City is interested in
procuring mulch for use on trails and medians Consultant will gather information about the
costs, and draft contract terms from an off-site facility that would allow the City to pursue this
option
Present Recommendations to Solid Waste Subcommittee and City Council - Consultant
will prepare a slide presentation that summarizes the key attributes of the new commercial
agreements Consultant will review its presentation with City staff and make any needed
changes Consultant will then present its evaluation results and recommendation to the City
Council Solid Waste Subcommittee Consultant will also attend and present its recommendations
to the City Council meeting and answer any questions
01203 0006/727797 1 EQG A-3
II. Consultant will use the following personnel to perform the Services.
David Davis, Project Manager
Craig Stroud, Senior Consultant
Chen Newman, Project Analyst
Girard Mobley, Project Analyst
01203 0006/727797 1 EQG A-4
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in stnketlifeligh
[INTENTIONALLY LEFT BLANK]
01203 0006/727797 1 EQG B-1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Task 1 Residential Agreement
Sub Project Senior Project Total
Task Description Total Cost
Manager Analyst Analyst Hours
-Residential Contracts
1 Project Initiation(includes info request,review of documents;kickoff 8 4 6 18 3,210
meetings)
2 Review current EDCO Agreement and Amendments
2a Identify Regulatory Deficiencies 4 2 12 18 3,090
Benchmark Com parable Ju risdictions'Contracts,Programs,Rates,and
2b Services 4 2 12 18 3,090
2c Outline Negotiations Strategies 6 2 10 18 3,140
3 Review Edco's Initial Proposal and Provide Feedback
3a Review Proposal Including Areas Of Interest 4 2 10 16 2,760
3b Perform Cost Analysis 6 2 12 20 3,470
3c Review the Potential to Share in the Use of Former PV Landfill Property 4 2 8 14 2,430
Create Base Contract and Rate Structure for Peninsula-wide Solid Waste
3d 4 2 8 14 2,430
Agreement
3e Make Recommendation to Staff(includes up to two in person meetings) 12 2 8 22 3,950
4 Advise City Staff on negotiation sessions)
4a Provide Input,Seek Clarification and/or Cost Documentation 2 4 8 14 2,400
4b Perform Additional Cost Analysis 8 4 16 28 4,860
5 Prepare a Revised/New Agreement
5a Utilize CaiRecycle Model Agreement 8 2 8 18 3,190
Sb Prepare and revise draft for review by Hauler,City Staff,and City Attorney 10 2 8 20 3,570
6 Present Recommendation to Solid Waste Subcommittee(hybrid meetings;
prepare staff report,and powerpoint) 10 0 4 14 2,560
Present Recommendation to City Council(in person)
7 8 0 4 12 2,180
Total Hours 96 32 134 264
Hourly Rate $190 $175 $165
SubtotalFees $18,620 $5,600 $22,110 46,330
Subtotal- Estimated Expenses $570
Total Fees and Expenses $46,900
01203.0006/727797.1 EQG C-1
Estimated personnel hours
Sub Project Senior Project Total
Description
Task Manager Analyst Analyst Hours
Residential Contracts
Project Initiation(includes info request,review of documents;kickoff
1 8 4 6 18
meetings)
2 Review current EDCO Agreement and Amendments
2a Identify RegulatoryDeficiencies 4 2 12 18
2b Benchmark Comparableiurisdictions'Contracts,Programs,Rates,and 4 2 12 18
Services
2c Outline Negotiations Strategies 6 2 10 18
3 Review Edco's Initial Proposal and Provide Feedback
3a Review Proposal Including Areas Of Interest 4 2 10 16
3b Perform Cost Analysis 6 2 12 20
3c Review the Potential to Share in the Use of Former PV Landfill Property 4 2 8 14
Create Base Contract and Rate Structure for Peninsula-wide Solid Waste
3d Agreement 4 2 8 14
3e Make Recommendation to Staff(includes up to two in person meetings) 12 2 8 22
4 Advise City Staff on negotiation session(s)
4a Provide Input,Seek Clarification and/or Cost Documentation 2 4 8 14
4b Perform Additional CostAnalysis 8 4 16 28
5 Prepare a Revised/New Agreement
5a Utilize CalRecycle Model Agreement 8 2 8 18
5b Prepare and revise draft for review by Hauler,City Staff,and City Attorney 10 2 8 20
6 Present Recommendation to Solid Waste Subcommittee(hybrid meetings; 10 0 4 14
prepare staff report,and powerpoint)
7 Present Recommendation to City Council(in person) 8 0 4 12
Total Hours 93 32 134 264
01203.0006/727797.1 EQG C-2
Task 2 Commercial agreements
AI Project Senior Total
Description Analyst Total Cost
Manager Analyst Hours
Commercial Contracts
Project Initiation(includes info request,review of documents;kickoff
1 16 2 6 24 4,380
meetings)
2 Review Current Agreement and Amendment
2a Identify Regulatory Deficiencies 8 8 16 32 5,560
3 Meet with Individual Haulers
3a Meet with Hauler's Representatives(hybrid) 16 2 14 32 5,700
3b Obtain Information to Meet Compliance with AB 827 and SB 1383 4 4 16 24 4,100
3c Review Plans 12 8 24 44 7,640
3d Address Deficiencies 4 6 4 14 2,470
4 Prepare a Revised/New Agreement
4a Utilize CalRecyle Model Agreement 8 4 28 40 6,840
4b Incorporate Program Implementation Details to Specific Hauler 8 4 28 40 6,840
4c Prepare and revise draft for review by Hauler,City Staff,and City Attorney 8 4 8 20 3,540
5 Update City's Solid Waste Ordinance
5a Identify Deficiencies 4 0 8 12 2,080
5b Utilize CalRecyle Model Ordinance 2 2 12 16 2,710
6 Combine Residential and Commercial Franchise Agreements 4 2 4 10 1,770
7 Analyze the Cost and Feasibility of Using Recycled Food Waste for Mulch 4 0 4 8 1,420
Present Recommendation to Solid Waste Subcommittee(hybrid meetings;
8 8 0 4 12 2,180
prepare staff report,and powerpoint)
9 Present Recommendation to City Council(in person) 6 0 2 8 1,470
Total Hours 112 46 17$ 336
Hourly Rate $190 $175 $165
Subtotal Fees $21,280 $8,050 $29,370 58,700
Subtotal-Estimated Expenses $200
Total Fees and Expenses $58,900
01203.0006/727797.1 EQG C-3
Estimated personnel hours
Sub Project Senior Total
Description Analyst
Task Manager Analyst Hours
Commercial Contracts
1 Project Initiation(includes info request,review of documents;kickoff 16 2 6 24
meetings)
2 Review Current Agreement and Amendment
2a Identify Regulatory Deficiencies 8 8 16 32
3 Meet with Individual Haulers
3a Meet with Hauler's Representatives(hybrid) 16 2 14 32
3b Obtain Information to Meet Compliance with AB 827 and SB 1383 4 4 16 24
3c Review Plans 12 8 24 44
3d Address Deficiencies 4 6 4 14
4 Prepare a Revised/NewAgreement
4a Utilize CalRecyle Model Agreement 8 4 28 40
4b Incorporate Program Implementation Details to Specific Hauler 8 4 28 40
4c Prepare and revise draft forreview by Hauler,City Staff,and City Attorney 8 4 8 20
5 Update City's Solid Waste Ordinance
5a Identify Deficiencies 4 0 8 12
5b Utilize CalRecyle Model Ordinance 2 2 12 16
6 Combine Residential and Commercial Franchise Agreements 4 2 4 10
7 Analyze the Cost and Feasibility of Using Recycled Food Waste for Mulch 4 0 4 8
8 Present Recommendation to Solid Waste Subcommittee(hybrid meetings; 8 0 4 12
prepare staff report,and powerpoint)
9 Present Recommendation to City Council(in person) 6 0 2 8
Total Hours 112 46 178 336
01203.0006/727797.1 EQG C-4
EXHIBIT "D" SCHEDULE OF PERFORMANCE
Task 1 Residential Agreement
Sub July August September October
Task Description !!!
3 10 17 24 31 7 14 21 28 4 11 18 25 2 9 16 23 30
1 Conduct KickoffMeetings CS MR MR MR
2 Review current EDCO Agreement and Amendments
Za Identify Regulatory Deficiencies
2b Benchmark Other Jurisdictions Solid Waste Programs
2c Outline Negotiations Strategies
3 Review Edco's Initial Proposal and Provide Feedback
Review Proposal Including Areas Of Interest
3b Perform Cost Analysis
3c Review Potential Share Use Former PV Landfill Property
3d Create Contract Rate Structure for Peninsula-wideAgreement
3e Make Recommendation to Staff
4 Advise City Staff on negotiation session(s)
4a Provide Input and SeekClarification 6121
4b Perform Additional CostAnalysis
5 Prepare a Revised/New Agreement
5a Utilize CalRecycle Model Agreement
OA
sb Send Draft For Review
SC
6 Present to Solid Waste Subcommittee
7 Present to CityCouncil
Deliverables:
CS City Staff Meeting
MR Monthly Report to City
DR Draft Report on Negotiated items
DA Draft Agreement
SC Solid Waste Subcommittee Meeting
CC City Council Meeting
01203.0006/727797.1 EQG D-1
Task 2 Commercial Agreements
Sub August September October November
Task Description
7 14 21 28 4 11 18 25 2 9 16 23 30 6 13 20 27
1 Conduct Kickoff Meetings CS MR MR MR
2 Review Current Agreement andAmendment
2a Identify Regulatory Deficiencies
3 Meet with Individual Haulers
3a Meet Hauler's Representatives
3b Obtain Haulers Programs
3c Review Plan
3d Address Deficiencies
4 Prepare a Revised/New Agreement
4a Utilize CalRecycle Model Agreement
4b Incorporate Haulers Compliance Programs
4c Send Draft For Review
5 UpdateCity's Solid Waste Ordinance
5a Identify Deficiencies DA
5b Utilize CalRecycle Model Ordinance _ OO
6 Combine Residential and Commercial Franchise Agreements
7 Analyze Cost&Feasibility for Recycled Food Waste for Mulch
8 Present toSolid Waste Subcommittee SC
9 Present Recommendation to City Council
Deliverables:
CS City Staff Meeting
MR Monthly Report to City
DR Draft Report on Negotiated items
DA Draft Agreement
DO Draft Ordinance
AP Action Plan and Updated Combined Services Agreement
SC Solid Waste Subcommittee Meeting
CC City Council Meeting
01203.0006/727797.1 EQG D-2