2017/10/10 City Council Resolution 2017-120RESOLUTION NO. 2017-120
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT
PARK AUTHORIZING AND APPROVING THE DIRECTOR OF FINANCE TO
INCREASE APPROPRIATIONS FOR FY 2017-18 FOR A CONTRACT WITH R3
CONSULTING GROUP
WHEREAS, the City Council of the City of Rohnert Park adopted the FY 2017-18
Budget on June 13, 2017; and,
WHEREAS, the City Council has the authority to amend the budget; and,
WHEREAS, during the past year there have been numerous changes in solid waste in
Rohnert Park including:
a. Completion of a detailed review of the rates of Rohnert Park's franchise hauler, Rohnert
Park Disposal;
b. Negotiations, that are still underway, of contract changes with Rohnert Park Disposal;
c. Procurement of construction and demolition haulers through a Request for Proposals
process;
d. Purchase of the assets of Rohnert Park Disposal by Recology, and a request for the City to
assign our Franchise Agreement to Recology;
e. Improved monitoring of solid waste contracts;
f. An analysis of the City's options for hauling green waste; and,
WHEREAS, the City needs help to evaluate the following tasks:
1. Monitoring contractor performance and training staff to perform this function;
2. Annual Rate Review;
3. Contract Negotiations;
4. Completion of the Construction and Demolition procurement;
WHEREAS, funds are available in the Refuse Fund to fund the contract.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that the foregoing recitals are true and correct and that it does hereby authorize and approve
the Director of Finance to increase FY 2017-18 Refuse Fund appropriations by $35,000 to fund
the contract with R3 Consulting.
DULY AND REGULARLY ADOPTED this 10th day of October, 2017.
CITY OF ROHNERT PARK
Jake Mackenzie,
ATTEST:
�"G' jq'4'j,
Caitlin Saldanha, Deputy City Clerk
Attachment: Exhibit A
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2017-120
Exhibit A
City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
R3 CONSULTING GROUP, INC.
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the I 01 Day of October, 2017 by and between
the CITY OF ROHNERT PARK ("City"), a California municipal corporation, and R3
Consulting Group, Inc. ("Consultant"). This Agreement replaces the May 10, 2016 and January
10, 2017 Agreements between the parties.
RECITALS
WHEREAS, City desires to obtain solid waste consulting services including providing
procurement services and contract negotiation and administration; and
WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation oi' Recitals. The recitals set forth above, and all defined terms set
forth in such recitals and in the introductory paragraph preceding the recitals, are hereby
incorporated into this Agreement as if set forth herein in full.
2. Prosect Coordination.
A. City. The City Manager or his/her designee shall represent City for all
purposes under this Agreement. R3 Consulting Group, Inc., Principal, Richard Tagore-Erwin is
hereby designated as the Project Manager. The Project Manager shall supervise the progress and
execution of this Agreement.
B. Consultant. The Consultant Richard Tagore-Erwin, Principal will have
overall responsibility for the progress and execution of this Agreement for Consultant.
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3. Scope and Pert-ormance of Services
A. Scone of Services. Subject to such policy direction and approvals as the
City through its staff may determine from time to time, Consultant shall perform the services set
out in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by reference.
B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. All services are to be completed as noted in Scope of
Work or as mutually agreed upon.
C. Standard of Qualit . City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be in accordance with all applicable legal requirements
and shall meet the standard of quality ordinarily to be expected of competent professionals in
Consultant's field of expertise.
4. Coi sensation and Method of Payrnent.
A. Compensation. The compensation to be paid to Consultant shall be at the
rate and schedules attached hereto as Exhibit A, and incorporated herein by reference. Payment
by City under this Agreement shall not be deemed a waiver of unsatisfactory work, even if such
defects were known to the City at the time of payment.
B. Timing of Payment. Consultant shall submit statements for work
performed. City shall make payment, upon completion of tasks, within thirty (30) days after
approval of the invoice by the Project Manager.
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Paragraph 4(A) without prior written
amendment to this Agreement.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pa . Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
is in the form of sick leave, administrative leave, or for any other form of absence.
F. Litigation Su 7 Port. Consultant agrees to testify at City's request if
litigation is brought against City in connection with Consultant's work product. Unless the
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action is brought by Consultant or is based upon Consultant's negligence, City will compensate
Consultant for the preparation and the testimony at Consultant's standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Amendment to Scope of Work. City shall have the right to amend the Scope of
Work within the Agreement by written notification to the Consultant. In such event, the
compensation and time of performance shall be subject to renegotiation upon written demand of
either party to the Agreement. Consultant shall not commence any work exceeding the Scope of
Work without prior written authorization from the City. Failure of the Consultant to secure
City's written authorization for extra or changed work shall constitute a waiver of any and all
right to adjustment in the contract price or time due, whether by way of compensation,
restitution, quantum meruit, etc. for work done without the appropriate City authorization.
6. Term. This Agreement shall commence upon its execution by both parties and
shall continue in full force and effect until completed, amended pursuant to Section 21, or
otherwise terminated as provided herein.
7. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if any,
shall be subject to the Project Manager's inspection and approval. The inspection of such work
shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
8. Ownership of Documents. Title to all work papers compiled by the Consultant
under the Agreement shall be vested in City, none of which shall be used in any manner
whatsoever, by any person, firm, corporation, or agency without the expressed written consent of
the City. Data prepared or obtained under the Agreement shall be made available, upon request,
to City without restriction or limitations on their use. (Except as stated in paragraph 19. D.
regarding Consultant not being liable for such use.). Consultant may retain copies of the above-
described information but agrees not to disclose or discuss any information gathered, discussed
or generated in any way through this Agreement without the written permission of City during
the term of this Agreement, unless required by law. Consultant's working papers, including audit
programs, analytical review schedules, and statistical sampling results, analyses and schedules
are the Consultant's property.
9. Employment of Other Consultants Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
10. Conflict of interest.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant's performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant's services hereunder. Consultant
further covenants that in the performance of the Agreement, no person having any such interest
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shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees to at all times avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will conduct research and arrive at conclusions with respect to its
rendition of information, advice, recommendation, or counsel independent of the control and
direction of the City or of any City official, other than normal contract monitoring; and
(2) possesses no authority with respect to any City decision beyond the
rendition of information, advice, recommendation, or counsel. (2 Cal. Code Regs.
§ 18700(a)(2).)
11. Liability of Members and Ejnplq.yggL2LLky. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement.
12. Indemnity. To the fullest extent permitted by law, Consultant hereby agrees to
defend (by counsel reasonably satisfactory to the City), indemnify, and hold harmless the City, its
officers, elected officials, employees, agents, and volunteers from and against any and all claims,
demands, damages, costs, liabilities, or obligations brought on account of or arising out of any
acts, errors, or omissions of Consultant, its officers, employees, agents, and subcontractors
undertaken pursuant to this Agreement excepting liabilities due to the sole negligence or willful
misconduct of City. The City has no liability or responsibility for any accident, loss, or damage
to any work performed under this Agreement whether prior to its completion and acceptance or
otherwise. Consultant's duty to indemnify and hold harmless, as set forth herein, shall include
the duty to defend as set forth in California Civil Code § 2778. This indemnification obligation
is not limited in any way by any limitation on the amount or type of damages or compensation
payable by or for Consultant under Worker's Compensation, disability or other employee benefit
acts or the terms, applicability or limitations of any insurance held or provided by Consultant and
shall continue to bind the parties after termination/completion of this agreement. This
indemnification shall be regardless of and not in any way limited by the insurance requirements of this
contract. This indemnification is for the full period of time allowed by law and shall survive the
termination of this agreement.
13. Consultant Not an Agent of Civ. Consultant, its officers, employees and agents
shall not have any power to bind or commit the City to any decision.
14. Independent Contractor. It is expressly agreed that Consultant, in the performance
of the work and services agreed to be performed by Consultant, shall act as and be an
independent contractor and not an agent or employee of City; and as an independent contractor,
Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City's
employees, and Consultant hereby expressly waives any claim it may have to any such rights.
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15. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession to
comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and expense, keep
in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance
and approvals which are legally required for Consultant to practice its profession. Consultant
shall maintain a City business license. The City is not responsible or liable for Consultant's
failure to comply with any or all of the requirements contained in this paragraph.
B. Workers' Compensation. Consultant certifies that it is aware of the
provisions of the California Labor Code which require every employee to be insured against
liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that Code, and Consultant certifies that it will comply with such provisions before
commencing performance of the Agreement and at all times in the performance of the
Agreement.
C. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires every
employer to adopt a written injury and illness prevention program.
D. Cily Not Responsible. City is not responsible or liable for Consultant's
failure to comply with any and all of its requirements under this section and Agreement.
E. Waiver of Subro ation. Consultant and Consultant's insurance company
agree to waive all rights of subrogation against City, its officers, elected officials, employees,
agents and volunteers for losses paid under Consultant's workers' compensation insurance policy
which arise from the work performed by Consultant for the City.
16. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by the City, or as required by law.
17. Assignment; Subcontractors, Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City's prior written consent. Any assignment
without such approval shall be void and, at the City's option, shall immediately cause this
Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform the services of Consultant hereunder.
No subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors
are deemed to be employees of the Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
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its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
18. i»surance. Without limiting consultant's indemnification provided herein,
Consultant shall comply with the requirements set forth in Exhibit A to this Agreement.
19. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon 5 -days' written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this Agreement
immediately upon written notice. In such event, Consultant shall be entitled to receive as full
payment for all services satisfactorily rendered and expenses incurred hereunder, an amount
which bears the same ratio to the total fees specified in the Agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from such amount the
amount of damages, if any, sustained by City by virtue of the breach of the Agreement by
consultant.
C. In the event this Agreement is terminated by City without cause,
Consultant shall be entitled to any compensation owing to it hereunder up to the time of such
termination, it being understood that any payments are full compensation for services rendered
prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately copies of studies, computations, and other data,
whether or not completed, prepared by Consultant or its subcontractors, if any, or given to
Consultant or its subcontractors, if any, in connection with this Agreement. Such materials shall
become the permanent property of the City. Consultant shall be entitled to retain copies of such
documents and shall not be required to erase all electronic backup copies or data. As stated
above in section 8, Consultant's working papers remain the property of Consultant. Consultant,
however, shall not be liable for the City's use of incomplete materials nor for the City's use of
complete documents if used for other than the project contemplated by this Agreement.
20. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory Services performed through the date of
temporary suspension.
21. Merger-, Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between the City and Consultant and shall supersede all prior
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negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
22. Interpretation. This Agreement shall be interpreted as though it was a product of a
joint drafting effort and no provisions shall be interpreted against a party on the ground that said
party was solely or primarily responsible for drafting the language to be interpreted.
23. Litigation Costs. if either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in writing
or by e-mail. Any such notice, demand, etc. shall be addressed to the other party at the addresses
set forth below. Either party may change its address by notifying the other party of the change of
address. Notice shall be deemed communicated within 72 hours from the time of mailing if
mailed as provided in this section.
If to City: Don Schwartz, Assistant City Manager
City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
dstl7 ��,•ar��:�ct? s•pei ty.or!
If to Consultant: Richard Tagore-Erwin, Principal
R3 Consulting Group, Inc.
1512 Eureka Road, Suite 220
Roseville, CA 95661
rt'erwin(if is ri.com.
26. Consultant's Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to the City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
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representative of any of these officers. Copies of such documents shall be provided to the City
for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant's address indicated for receipt of notices in this
Agreement.
27. Agreement Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
28. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, age, sex, creed, color, sexual orientation, marital status or national
origin. Consultant will take affirmative action to ensure that applicants are treated during such
employment without regard to race, age, sex, creed, color, sexual orientation, marital status, or
national origin. Such action shall include, but shall not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; lay-offs or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. Consultant further agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this nondiscrimination
clause.
29. City Not Obl is4ated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than the Consultant.
30. Waiver. No failure on the part of either party to exercise any right or remedy
hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.
31. Several}ilia. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
32. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Services and Compensation
As per attached R3 - Proposal Letter Dated September 28, 2017
B. Exhibit B: Insurance Requirements
33. lIAM16011. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
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when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
34. News Releases/lnlerviews. All Consultant and sub -consultant news releases,
media interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by the City.
35. Applicable Lacy; Venuc. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
36. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
37. STATEMi-:NT OF FCONOMiC INTEREST, if City determines Consultant
comes within the definition of Consultant under the Political Reform Act (Government Code
§87100), Consultant shall complete and file and shall require any other person doing work under
this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the
City of Rohnert Park disclosing Consultant and/or such other person's financial interests.
IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date
first above written.
CITY OF ROHNERT PARK CONSULTANT
By:
City Manager
Date:
Per Purchasing Policy approved by Resolution 2016-51
APPROVED AS TO FORM:
City Clerk
w
By:
Title:
Date:
Exhibit A
EXHIBIT A
SCOPE OF SERVICES / COMPENSATION
SCOPE OF SERVICES and COMPENSATION:
Provide additional Solid Waste Consulting Services as outlined below and in the attached letter
from R3 Consulting Group, Inc. dated September 28, 2017.
TABLE 1
Budget
Task
Budget
Current Client Discount
Task 1 Monitoring Exclusive and
Non -Exclusive Contracts
$13,361
$12,025
Task 2 Annual Service Recipient Rate
Review
$4,180
$3,762
Task 2 will be reimbursed by franchisee
Task 3 Exclusive Contract
Negotiations
$15,000
1 $13,500
Task 3 will be reimbursed by franchisee
Task 4 Non -Exclusive C&D
Competitive Procurement Process
$9,440
$8,496
Task 4 will be reimbursed by franchisee
Subtotal for Tasks 1-4
$41,981
$37,783
Contingency
$5,000
Total Not to Exceed with Contingency
$42,783
With City's approval, funds for one or more Tasks may be allocated to other tasks.
1,CY1'AL CONT1tr1CT NOT TO EXCEED :542,783
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1208604vl 80078/0012 Revised: 10/27/10
EXHIBIT B
INSURANCE REQUIREMENTS
For Consultant Services Agreement
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in
conformance with the requirements set forth below. Consultant will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here, Consultant
agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that
the insurance coverage and policy limits set forth in this section constitute the minimum amount of
coverage required. Any insurance proceeds available to City in excess of the limits and coverage
required in this agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the, following types and amounts of insurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form
CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no
cross liability exclusion for claims or suits by one insured against another. Limits are subject to review
but in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)
or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 (One
Million Dollars) per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -
owned auto endorsement to the general liability policy described above. If Consultant or Consultant's
employees will use personal autos in any way on this project, Consultant shall provide evidence of
personal auto liability coverage for each such person.
Workers Compensation on a state -approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide
coverage at least as broad as specified for the underlying coverages. Any such coverage provided under
an umbrella liability policy shall include a drop down provision providing primary coverage above a
maximum $25,000 self-insured retention for liability not covered by primary but covered by the
umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition
to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is
determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion
precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to
City for injury to employees of Consultant, sub -consultants or others involved in the Work. The scope of
coverage provided is subject to approval of City following receipt of proof of insurance as required
herein. Limits are subject to review but in no event less than $2,000,000 (Two Million Dollars) per
occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form
coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered
Professional Services" as designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $1,000,000 (One Million Dollars) per claim and in the
aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the
insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
insurance procured pursuant to these requirements shall be written by insurers that are admitted
carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial
size VII.
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City
agree to the following with respect to insurance provided by Consultant.
1. Consultant agrees to have its insurer endorse the third party general liability coverage required
herein to include as additional insureds the City, its officers, elected officials, employees, agents,
and volunteers using standard ISO endorsement No. CG 20 10 or an approved equivalent. If
completed operations coverage is excluded, the policy must be endorsed to include such coverage.
Consultant also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss.
Consultant agrees to waive subrogation rights against City regardless of the applicability of any
insurance proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The insurance
company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers,
elected officials, employees, agents, and volunteers for losses paid under the terms of this policy
which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
5. None of the coverages required herein will be in compliance with these requirements if they
include any limiting endorsement of any kind that has not been first submitted to City and
approved of in writing.
6. No liability policy shall contain any provision or definition that would serve to eliminate so-called
"third party action over" claims, including any exclusion for bodily injury to an employee of the
insured or of any contractor or subcontractor.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Consultant shall not make any reductions in scope of
coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect
City's protection without City's prior written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant's
general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right, but not the duty,
to obtain any insurance it deems necessary to protect its interests under this or any other agreement
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and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by
Consultant or deducted from sums due Consultant, at City option.
9. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation
of coverage. Consultant agrees to require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of cancellation
imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply
with the requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-
contributing basis in relation to any other insurance or self-insurance available to City.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project that
is brought onto or involved in the project by Consultant, provide the same minimum insurance
coverage 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
subcontractors and others engaged in the project will be submitted to City for review.
12. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any
portion of the insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or other entity or person in any way involved in the performance
of work on the project contemplated by this agreement to self -insure its obligations to City. If
Consultant's existing coverage includes a deductible or self-insured retention, the deductible or
self-insured retention must be declared to the City. At that time the City shall review options with
the Consultant, which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
13. The City reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the Consultant ninety (90) days advance written notice of
such change. If such change results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
15. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other regard.
16. Consultant will renew the required coverage annually as long as City, or its employees or agents
face an exposure from operations of any type pursuant to this agreement. This obligation applies
whether or not the agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
17. Consultant shall provide proof that policies of insurance required herein expiring during the term of
this Agreement have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A
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coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate
of insurance and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration of the
coverages.
18. The provisions of any workers' compensation or similar act will not limit the obligations of
Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its officers, elected officials, employees, agents, and
volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended as
limitations on coverage, limits or other requirements nor as a waiver of any coverage normally
provided by any given policy. 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
limiting or all-inclusive.
20. These insurance requirements are intended to be separate and distinct from any other provision in
this agreement and are intended by the parties here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this Agreement to
the extent that any other section or provision conflicts with or impairs the provisions of this
Section.
22. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any
way with the project reserves the right to charge City or Consultant for the cost of additional
insurance coverage required by this agreement. Any such provisions are to be deleted with
reference to City. It is not the intent of City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
23. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant
arising out of the work performed under this agreement. City assumes no obligation or liability by
such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City.
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CERTIFICATE OF CONSULTANT
I, HEREBY CERTIFY that I am Richard Tagore-Erwin, Principal, of R3 Consulting
Group, Inc., whose address is 1512 Eureka Road, Suite 220, Roseville, CA 95661 and that I here
represent has not:
a) Employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit to
secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to
employ or retain the services of any firm or person in connection with
carrying out the Agreement; or
C) Paid, or agreed to pay, to any firm, organization or person (other than a
bona fide employee working solely for me or the above consultant) any
fee, contribution, donation, or consideration of any kind for, or in
connection with, procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
Date
Signature
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Z3CONSULTING GROUP, INC.
RESOU -,CES • R7"SrECT. RES?OPJS B[L Ty
1512 Eureka Road, Suite 220, Roseville, CA 95661
Tel: 916-782-7821 1 Fax: 916-782-7824
September 28, 2017
www.r3cgi.com
2600 Tenth Street, Suite 424, Berkeley, CA 94710
Tel: 510-647-9674
627 S. Highland Avenue, Suite 300, Los Angeles, CA 90036
Tel: 323-559-7470
Mr. Don Schwartz
City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
Subject: Proposal to Continue Providing Solid Waste Technical Services
Dear Mr. Schwartz:
R3 Consulting Group, Inc. (R3) is pleased to present this proposal to the City of Rohnert Park (City)
to provide ongoing Solid Waste Consulting Services. Please note the proposed new work tasks and
budgets are in addition to our current work for the City, which is summarized below.
Our proposed new scope of works of budget request is outlined on the following pages.
Scope of Work
This scope of services provides the City with ongoing solid waste technical services, which may include,
but are not limited to, the sub -tasks set forth below. The specific tasks to be performed and the amount
of time to be allocated to each task will be dependent on the requests of the City and the not -to -exceed
budget. Please note that the following work is proposed separate and in addition to prior contracts.
Task 1 Monitoring Exclusive and Non -Exclusive Contracts
Task 1.1 Develop Exclusive and Non -Exclusive Reporting Forms
To assist the City in monitoring the exclusive and non-exclusive franchise agreements, R3 will develop a
quarterly and annual form to distribute to exclusive and non-exclusive franchisees. This tool will include
a detailed checklist designed as an administration tool for the City of Rohnert Park staff or its
designated representative.
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Task 1.2 Report Monitoring Training (Jan. 1—June 30, 2018)
R3 will train up to two (2) City staff in monitoring the Exclusive and Non -Exclusive Franchisees. City staff
will learn how to track and monitor reports, Franchise Fees, and other deliverable requirements, which
are set forth in the franchise agreements. For all franchise agreements, R3 assumes that the City's
franchisees will be submitting required reports and data directly to R3 in the required electronic format
(Task 1.1).
Some of the items to be monitored are:
• Monthly Franchise Fee payments;
■ Quarterly and annual reports, which are to include:
■ Compliance with the diversion requirements;
• Review of annual rate adjustment to ensure it is calculated correctly;
■ Vehicle registration, licensing and inspection;
■ Education and Recycling/Re-Use Support program requirements;
■ Insurance certificates and performance bond; and
■ Liquidated damages for non-compliance.
R3 suggests quarterly meetings with the all haulers will be conducted to review compliance. R3 will first
meet with City staff prior to the end of the first quarter to cover the reporting requirements of each
contract and how to verify compliance with those requirements.
R3 will then meet with City staff to train on monitoring the Exclusive and Non -Exclusive Franchisees
reports on the same day, prior to and after, the quarterly meetings with all haulers. Exclusive and Non -
Exclusive Franchisee quarterly meetings and staff training shall take place on the same day.
Following the quarterly meetings, R3 staff will be available to answer City staff questions as new reports
are submitted by the franchisees.
Task 1 Deliverables:
■ Quarterly and Annual Reporting Forms in electronic format;
■ Checklist for exclusive and non-exclusive agreement monitoring;
r Initial training session with City staff;
• Attendance at two (2) quarterly meetings; and
■ Two (2) quarterly report monitoring training sessions with City staff.
Task 2 Annual Service Recipient Rate Review
R3 will conduct the City's annual customer rate application adjustments. RPD is required to submit
financial information to the City by May 1st, annually, as part of its application for an adjustment in
Contractor's Maximum Refuse Rates. R3 will review the financial information provided, for accuracy,
and notify the City whether the Contractor has correctly calculated its adjustment. R3 will communicate
with RPD in the event that calculation errors exist, and will reevaluate calculation errors as part of the
resubmitted Application. Following the rate application review, R3 will also meet with City staff to train
on the annual customer rate application adjustment.
Task 2 Deliverables:
■ one (1) annual service recipient rate review training session with City staff; and
■ Memorandum summarizing 113's review of the rate application.
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Task 3 Exclusive Contract Negotiations
R3 will continue to work with the City staff and City Attorney to finalize the exclusive franchise
agreement. This is scheduled to be completed in October 2017 and presented to City Council as
appropriately scheduled by City Staff.
Task 3 Deliverables:
■ Complete new and restated franchise agreement for the City's current franchise provider;
■ Attend meetings with City Staff, current franchise provider (RPD and Recology); and
■ Attend up to two (2) public meetings related to the new and restated agreement (i.e., City
Council and Waste and Recycling Committee).
Task 4 Non -Exclusive C&D Competitive Procurement Process
R3 will continue to work with City staff to complete the non-exclusive C&D competitive procurement
process. This is scheduled to be completed and presented to City Council in November 2017.
Task 4 Deliverables:
■ Prepare addenda to RFP;
t Memorandum summarizing evaluation of applications submitted through the competitive
procurement process;
■ Preparation of agreements with selected vendors;
■ Assistance in preparing staff report for City Council; and
■ Attend up to two (2) public meetings related to the C&D Competitive Procurement Process (i.e.,
City Council and/or Waste and Recycling Committee).
Please note, the budget below assumes all budget from prior contracts has been depleted. If directed
by City, the budget for each individual task may be moved from one task to another.
TABLE 1
Budget
Task
Budget
Current Client Discount
Task 1 Monitoring Exclusive and
Non -Exclusive Contracts
$13,361
$12,025
Task 2 Annual Service Recipient Rate
Review
$4,180
$3,762
Task 2 will be reimbursed by franchisee
Task 3 Exclusive Contract
Negotiations
$15,000
$13,500
Task 3 will be reimbursed by franchisee
Task 4 Non -Exclusive C&D
Competitive Procurement Process
$9,440
$8,496
Task 4 will be reimbursed by franchisee
Subtotal for Tasks 1-4
$41,981
$37,783
Contingency
$5,000
Total Not to Exceed with Contingency
$42,783
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Contingency
R3 has included a contingency for the above tasks to cover any unknowns, such as additional meetings,
additional work tasks as requested by City that may come up during the course of prosecuting these
work tasks. Note that use of the contingency would need pre -authorization to by the City.
We appreciate the opportunity to be of assistance to the City. If you have any questions regarding this
submittal, please feel free to contact me or Carrie Baxter by phone at (916) 782-7821 or by email at
rterwin@r3cgi.com or cbaxter@r3cgi.com.
Sincerely,
Richard Tagore-Erwin I Principal
R3 CONSULTING GROUP, INC.
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