HomeMy WebLinkAboutC39600 - Solid Waste-Recycling-Organics Consulting SvcsCONTRACT NO. C-39600
STAFF REPORT
CITY OF PALM DESERT
PUBLIC WORKS DEPARTMENT
MEETING DATE: November 14, 2019
PREPARED BY: Heather Homing, Sr. Management Analyst
REQUEST: Award Contract No. C 39600 to HF&H Consultants, LLC of Irvine,
California, for solid waste, recycling, and organics consulting
services in an amount not to exceed $323,000
Recommendation
By Minute Motion:
Award Contract No. C39600 to HF&H Consultants, LLC of Irvine,
California, in the in an amount not to exceed $323,000 for solid waste,
recycling, and organics consulting services.
2. Appropriate $323,000 from the Recycle Fund to Account No. 2364195-
4309000.
3. Authorize the Mayor to execute the agreement and any documents
necessary to effectuate the actions taken herewith.
Upon approval, funds will be available in Account No. 2364195-4309000, Recycling Prof -
Other.
Strateaic Plan
This action supports the strategy to develop policies and programs to discourage waste,
increase renewable energy production and increase the use of environmentally
responsible materials as described in Priority 2 of the Energy and Sustainability Section
of the City's Strategic Plan.
Background Analvsis
In September 2016, Governor Brown signed into law Senate Bill (SB)1383 (Lara, Chapter
395, Statutes of 2016), establishing methane emissions reduction targets in a statewide
effort to reduce emissions of short-lived climate pollutants in various sectors of California's
economy. A large part of this legislation focuses on reducing methane produced from
organic waste and mandates diversion of organic waste from landfills. This will have a
significant impact on the solid waste services provided throughout the City. These impacts
November 14, 2019 - Staff Report
Award Contract No. C -j96nn to HF&H Consultants, LLC for Solid Waste, Recycling,
and Organics Consulting Services
Page 2 of 3
will result in changes to the scope of waste services the City is required to offer residents
and businesses, including the addition of residential curbside food waste collection,
mandatory commercial organic waste service, routine waste inspections, and
enforcement. These changes will also likely result in an increased cost of service.
To determine how extensive the impacts to the City may be, staff has been closely
following the developments of the regulations related to this new legislation. The unique
characteristics of these regulations, which place the majority of the requirements to
achieve the state mandated disposal targets on local jurisdictions, will require detailed
analysis and planning. In order to ensure the City is able to implement the required
programs for SIB 1383 within the mandated timeframe, staff recommends the City Council
award a contract for solid waste, recycling, and organics consulting services to provide
miscellaneous consulting services, including the following:
• Review of the current City franchise agreement and operational procedures to
provide a baseline analysis and tactical recommendations to the City for how to
approach any negotiations and contract extensions required to implement
proposed programs to comply with state waste and recycling laws, with a particular
emphasis on SIB 1383.
• Perform a cost of service/compensation study for commercial and residential
customer rates and service fees.
• Research and evaluate potential solid waste, recycling, and organics programs
and outreach initiatives required to meet state law, and the staffing needs in order
to implement proposed programs and initiatives.
• Draft City ordinances required to implement proposed programs required by state
law related to solid waste, recycling, and organics services.
• Evaluate the value, competitiveness and reasonableness of cost and technical
proposals from service provider(s) and support City staff in negotiating with service
provider(s) to provide proposed services.
• Provide ongoing technical assistance and expertise on solid waste, recycling, and
organics state mandates with particular emphasis on SIB 1383 and its mandated
servicing, processing, programming, reporting, and enforcement requirements.
A Request for Proposals (RFP) for solid waste, recycling and organics consulting services
was issued on October 10, 2019, and closed on October 29, 2019. Proposals were
received from the following firms:
November 14, 2019 - Staff Report
Award Contract No. C 39600 to HF&H Consultants, LLC for Solid Waste, Recycling,
and Organics Consulting Services
Page 3 of 3
Proposer
EcoNomics, Inc.
HF&H Consultants, LLC
Location
Del Mar, California
Irvine, California
Staff recommends awarding a contract to HF&H Consultants, LLC, based on their
experience with similar work in the solid waste industry, expertise in the solid waste
industry, familiarity with the City's solid waste contracts and environment, and approach
to complete the work. The proposal contains a clear path toward achieving City goals and
objectives to implement programs required to meet SB 1383 mandates.
Fiscal Analvsis
Staff is recommending approval of a contract in the amount of $323,000 for a term of three
(3) Years, with two (2) additional one (1) year extensions. Funds are available in the
Recycling Fund; therefore, there is not fiscal impact on the General Fund.
LEGAL REVIEW
NIA
Robert W. Hargreaves
City Attorney
DEPT. REVIEW
Tom Garcia, P.E.
Director of Public Works
FINANCIAL
REVIEW
1 -bO4-er
et M. Moore
Director of Finance
City Manager, Lauri Avlaian:
APPLICANT: HF&H Consultants, LLC
19200 Von Karman Avenue, Suite 360
Irvine, California 92612
ATTACHMENTS: Agreement C39600
ASSISTANT
CITY MANAGER
AnrantCity
Asnager
Contract No. C39600
CITY OF PALM DESERT
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.
This Agreement is made and entered into this 14th day of November 2019, by and
between the City of Palm Desert, a municipal corporation organized under the laws of the State
of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert,
California 92260-2578 ("City") and, HF&H Consultants, a State of California Limited Liability
Company, with its principal place of business at 19200 Von Karman Avenue, Suite 360, Irvine,
California, 92612 ("Consultant"). City and Consultant are sometimes individually referred to
herein as "Party" and collectively as "Parties."
RECITALS.
Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing professional Solid Waste, Recycling,
and Organics Consulting Services to public clients, is licensed in the State of California, and is
familiar with the plans of City.
Project.
City desires to engage Consultant to render such professional services for miscellaneous
solid waste, recycling, and organics projects ("Project") as set forth in this Agreement.
TERMS.
Scope of Services and Term.
General Scope of Services. Consultant promises and agrees to furnish to the City
all labor, materials, tools, equipment, services, and incidental and customary work necessary to
fully and adequately supply the professional Solid Waste, Recycling, and Organics Consulting
Services necessary for the Project ("Services"). The Services are more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject
to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations
Term. The term of this Agreement shall be from January 1, 2020 to December 31,
2022 unless earlier terminated as provided herein. The City shall have the unilateral option, at its
sole discretion, to renew this Agreement automatically for no more than two (2) additional one-
year terms. Consultant shall complete the Services within the term of this Agreement, and shall
meet any other established schedules and deadlines.
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 1-
Responsibilities of Consultant.
Independent Contractor: Control and Pavment of Subordinates. The Services
shall be performed by Consultant or under its supervision. Consultant will determine the means,
methods and details of performing the Services subject to the requirements of this Agreement.
City retains Consultant on an independent contractor basis and not as an employee. Consultant
retains the right to perform similar or different services for others during the term of this
Agreement. Any additional personnel performing the Services under this Agreement on behalf of
Consultant shall also not be employees of City and shall at all times be under Consultant's
exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees
or agents shall have control over the conduct of Consultant or any of Consultant's officers,
employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages,
salaries, and other amounts due such personnel in connection with their performance of Services
under this Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
Schedule of Services. Consultant shall perform the Services expeditiously, within
the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit
"A" attached hereto and incorporated herein by reference. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance with such
conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond
to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a
more detailed schedule of anticipated performance to meet the Schedule of Services.
Conformance to Applicable Reauirements. All work prepared by Consultant shall
be subject to the approval of City.
Substitution of Kev Personnel. Consultant has represented to City that certain key
personnel will perform and coordinate the Services under this Agreement. Should one or more
of such personnel become unavailable, Consultant may substitute other personnel of at least
equal competence upon written approval of City. In the event that City and Consultant cannot
agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement
for cause. As discussed below, any personnel who fail or refuse to perform the Services in a
manner acceptable to the City, or who are determined by the City to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety
of persons or property, shall be promptly removed from the Project by the Consultant at the
request of the City. The key personnel for performance of this Agreement are as follows:
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 2-
Name
Pirtle
I Discipline
Irvine office
1 Laith Ezzet, CMC
Sr. Vice President
Contract Negotiations/ Rate Studies
2 Debbie Morris, CMC
Sr. Project Manager
Regulatory Compliance/ Contract Management
3 Philip Mainolfi
Senior Associate
SB 1383 Specialist
4 April Hamud
Project Manager
Contract Assistance/Contract Management
5 Haley Kunert
Associate
Regulatory Compliance/ organics
Walnut Creek
Office
6 I Rob C. Hilton, CMC
J President
I SB 1383 and Regulatory Compliance
7 Marva Sheehan, CPA
11 Vice President
Audits
Citv's Representative. The City hereby designates Heather Horning, Sr.
Management Analyst, or his/her designee, to act as its representative in all matters pertaining to
the administration and performance of this Agreement ("City's Representative"). City's
Representative shall have the power to act on behalf of the City for review and approval of all
products submitted by Consultant but not the authority to enlarge the Scope of Work or change
the total compensation due to Consultant under this Agreement. The City Manager shall be
authorized to act on City's behalf and to execute all necessary documents which enlarge the
Scope of Work or change the Consultant's total compensation subject to the provisions contained
in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person
other than the City Manager, City's Representative or his/her designee.
Consultant's Representative. Consultant hereby designates Laith Ezzet or his/her
designee, to act as its representative for the performance of this Agreement ("Consultant's
Representative"). Consultant's Representative shall have full authority to represent and act on
behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative
shall supervise and direct the Services, using his/her best skim and attention, and shall be
responsible for all means, methods, techniques, sequences, and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
Coordination of Services. Consultant agrees to work closely with City staff in the
performance of Services and shall be available to City's staff, consultants and other staff at all
reasonable times.
Standard of Care, Performance of Emr)lovees. Consultant shaii perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Consultant warrants that all employees and subconsultants
shall have sufficient skill and experience to perform the Services assigned to them. Finally,
Consultant represents that it, its employees and subconsultants have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the Services,
and that such licenses and approvals shall be maintained throughout the term of this Agreement.
As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at
its own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
(A) (BB&K 2018)
(B) 72500.00001M 605678.1 (c)
Rev 11-9-18 3-
standard of care provided for herein. Any employee of the Consultant or its sub -consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re-employed to perform any of the Services
or to work on the Project.
Period of Performance. Consultant shall perform and complete all Services under
this Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Consultant
shall also perform the Services in strict accordance with any completion schedule or Project
milestones described in Exhibits "A" or "B" attached hereto, or which may be separately agreed
upon in writing by the City and Consultant ("Performance Milestones"). Consultant agrees that if
the Services are not completed within the aforementioned Performance Time and/or pursuant to
any such Project Milestones developed pursuant to provisions of this Agreement, it is understood,
acknowledged and agreed that the City will suffer damage.
Laws and Regulations: Emplovee/Labor Certification. Consultant shall keep itself
fully informed of and in compliance with all local, state and federal laws, rules and regulations in
any manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all violations
of such laws and regulations in connection with Services. If Consultant performs any work
knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely
responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its
officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any failure
or alleged failure to comply with such laws, rules or regulations.
Emplovment Eligibility: Consultant. By executing this Agreement,
Consultant verifies that it fully complies with all requirements and restrictions of state and federal
law respecting the employment of undocumented aliens, including, but not limited to, the
Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Consultant.
Consultant also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Consultant shall avoid any violation of
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Consultant shall maintain records of each such verification, and
shall make them available to the City or its representatives for inspection and copy at any time
during normal business hours. The City shall not be responsible for any costs or expenses related
to Consultant's compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
Emplovment Eligibility: Subcontractors. Consultants, Sub -subcontractors
and Subconsultants. To the same extent and under the same conditions as Consultant,
Consultant shall require all of its subcontractors, consultants, sub -subcontractors and
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 4-
subconsultants performing any work relating to the Project or this Agreement to make the same
verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
Emplovment Eliaibilitv: Failure to Comply. Each person executing this
Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant,
and understands that any of the following shall be grounds for the City to terminate the Agreement
for cause: (1) failure of Consultant or its subcontractors, consultants, sub -subcontractors or
subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2)
any misrepresentation or material omission concerning compliance with such requirements
(including in those verifications provided to the Consultant under Section 3.2.10.2); or (3) failure
to immediately remove from the Project any person found not to be in compliance with such
requirements.
Equal Opportunity Emplovment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subconsultant, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex
or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination. Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in
effect or hereinafter enacted.
Air Qualitv. To the extent applicable, Consultant must fully comply with
all applicable laws, rules and regulations in furnishing or using equipment and/or providing
services, including, but not limited to, emissions limits and permitting requirements imposed by
the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources
Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad,
Consultant shall specifically be aware of their application to "portable equipment", which definition
is considered by SCAQMD and CARB to include any item of equipment with a fuel -powered
engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD,
CARB, or any other governmental or regulatory agency for violations of applicable laws, rules
and/or regulations by Consultant, its sub -consultants, or others for whom Consultant is
responsible under its indemnity obligations provided for in this Agreement.
Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the
work and the conditions under which the work is to be performed. Safety precautions, where
applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving
equipment and procedures; (B) instructions in accident prevention for all employees and
subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
Insurance
(A) (BB&K 2019)
(B) 72500.00001\31605678.1 P
Rev 11-9-18 5-
Minimum Requirements. Without limiting Consultant's indemnification of
City, and prior to commencement of Work, 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 that is satisfactory to City.
General Liabilitv 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.
Automobile Liabilitv Insurance. Consultant shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of the Consultant arising out of or in connection
with Work 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. The City's Risk Manger may modify this requirement if it is determined that Consultant
will not be utilizing a vehicle in the performance of his/her duties under this agreement.
Professional Liability (Errors & Omissions) Insurance. Consultant
shall maintain professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the
aggregate. Any policy inception date, continuity date, or retroactive date must be before the
effective date of this agreement and Consultant agrees to maintain continuous coverage through
a period no less than three years after completion of the services required by this agreement.
Workers' Compensation Insurance. Consultant shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with
limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers,
agents, employees and volunteers.
Umbrella or Excess Liabilitv Insurance. Consultant may opt to utilize
umbrella or excess liability insurance in meeting insurance requirements. In such circumstances,
Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits
that will provide bodily injury, personal injury and property damage liability coverage at least as
broad as the primary coverages set forth above, including commercial general liability and
employer's liability. Such policy or policies shall include the following terms and conditions:
A drop down feature requiring the policy to respond if any
primary insurance that would otherwise have applied
proves to be uncollectible in whole or in part for any
reason;
Pay on behalf of wording as opposed to reimbursement;
Concurrency of effective dates with primary policies; and
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 6-
Policies shall "follow form" to the underlying primary policies.
Insureds under primary policies shall also be insureds under
the umbrella or excess policies.
If coverage is maintained on a claims -made basis, Consultant shall maintain such
coverage for an additional period of three (3) years following termination of the Contract.
Other Provisions or Requirements.
Proof of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and endorsements
must be approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this contract.
City reserves the right to require complete, certified copies of all required insurance policies, at
any time.
Duration of Coverage. Consultant shall procure and maintain for the
duration of the contract insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work hereunder by Consultant,
his/her agents, representatives, employees or subconsultants.
Primarv/Non-Contributinq.. 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.
Citv's Riqhts of Enforcement. In the event any policy of insurance
required under this Agreement does not comply with these specifications, or is canceled and not
replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any
premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts
sufficient to pay premium from Consultant payments. In the alternative, City may cancel this
Agreement.
Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact business of
insurance or 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 VII (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager.
Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against the City of
Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, or shall
specifically allow Consultant or others providing insurance evidence in compliance with these
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C) -
Rev 11-9-18 7-
specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own
right of recovery against the City of Palm Desert, its elected or appointed officers, agents, officials,
employees and volunteers, and shall require similar written express waivers and insurance
clauses from each of its sub -contractors.
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.
Requirements Not Limitinq. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage, limits or
other requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
Notice of Cancellation. Consultant agrees to oblige its insurance
agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except
for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
Additional Insured Status. General liability, automobile liability, and
if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide
that the City of Palm Desert and its officers, officials, employees, agents, and volunteers shall be
additional insureds with regard to liability and defense of suits or claims arising out of the
performance of the Agreement, under such policies. This provision shall also apply to any
excesslumbrella liability policies.
Prohibition of Undisclosed Coveraae Limitations. None of the
coverages required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
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.
Pass Throuah Clause. Consultant agrees to ensure that its sub -
consultants, sub -contractors, 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
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 8-
consultants, sub -contractors, and others engaged in the project will be submitted to City for
review.
Citv's Right to Revise Specifications. The City or Risk Manager
reserves the right at any time during the term of the contract to change the amounts and types of
insurance required by giving the Consultant ninety (90) days advance written notice of such
change. If such change results in substantial additional cost to the Consultant, the City and
Consultant may renegotiate Consultant's compensation. If the City reduces the insurance
requirements, the change shall go into effect immediately and require no advanced written notice.
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.
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.
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 Services.
Water Qualitv Management and Compliance.
Storm Water Management. Storm, surface, nuisance, or other waters may
be encountered at various times during the Services. Consultant hereby acknowledges that it
has investigated the risk arising from such waters, and assumes any and all risks and liabilities
arising therefrom.
Compliance with Water Qualitv Laws. Ordinances and Regulations.
Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in
compliance with all local, state and federal laws, rules and regulations that may impact, or be
implicated by the performance of the Services including, without limitation, all applicable
provisions of the City's ordinances regulating water quality and storm water; the Federal Water
Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality
Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued
pursuant to any such authority. Consultant must additionally comply with the lawful requirements
of the City, and any other municipality, drainage district, or other local agency with jurisdiction
over the location where the Services are to be conducted, regulating water quality and storm
water discharges.
Standard of Care. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the work assigned to them
without impacting water quality in violation of the laws, regulations and policies described in
Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and
subcontractors have or will receive adequate training, as determined by the City, regarding these
requirements as they may relate to the Services.
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(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 9-
Liabilitv for Non-compliance.
Indemnity: Failure to comply with laws, regulations, and ordinances
listed in Section 3.2.14.2 of this Agreement is a violation of federal and state law. Notwithstanding
any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold
harmless the City, its officials, officers, agents, employees and authorized volunteers from and
against any and all claims, demands, losses or liabilities of any kind or nature which the City, its
officials, officers, agents, employees and authorized volunteers may sustain or incur for
noncompliance with the laws, regulations, and ordinances listed above, arising out of or in
connection with the Services, except for liability resulting from the sole established negligence,
willful misconduct or active negligence of the City, its officials, officers, agents, employees or
authorized volunteers.
Defense: City reserves the right to defend any enforcement action
or civil action brought against the City for Consultant's failure to comply with any applicable water
quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the
City for the costs associated with, any settlement reached between the City and the relevant
enforcement entity.
Damages: City may seek damages from Consultant for delay in
completing the Services caused by Consultant's failure to comply with the laws, regulations and
policies described in Section 3.2.12.2 of this Agreement, or any other relevant water quality law,
regulation, or policy.
Fees and Payments.
Compensation. Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in
Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall
not exceed three hundred and twenty-three thousand dollars ($323,000.00) without written
approval of the City Council or City Manager as applicable. Extra Work may be authorized, as
described below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
Pavment of Compensation. Consultant shall submit to City a monthly invoice
which indicates work completed and hours of Services rendered by Consultant. The invoice shall
describe the amount of Services provided since the initial commencement date, or since the start
of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within
30 days of receiving such invoice, review the invoice and pay all non -disputed and approved
charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to
Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided
Services or termination in accordance with section 3.6.1 and failure by the Consultant to submit
a timely invoice may constitute a waiver of its right to final payment.
Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City, or included in Exhibit "B" of this Agreement.
Extra Work. At any time during the term of this Agreement, City may request that
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(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 10-
Consultant perform Extra Work. As used herein, "Extra Work" means any work which is
determined by City to be necessary for the proper completion of the Project, but which the Parties
did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant
shall not perform, nor be compensated for, Extra Work without written authorization from the City.
Rate Increases. In the event that this Agreement is renewed pursuant to Section
3.1.2, the rate set forth in Exhibit "B" may be adjusted each year at the time of renewal as set
forth in Exhibit "B."
Labor Code Requirements.
Prevailina Waaes. Consultant is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8,
Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage
rates and the performance of other requirements on "public works" and "maintenance" projects.
If the Services are being performed as part of an applicable "public works" or "maintenance"
project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such
Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per
diem wages in effect at the commencement of this Agreement. Consultant shall make copies of
the prevailing rates of per diem wages for each craft, classification or type of worker needed to
execute the Services available to interested parties upon request, and shall post copies at the
Consultant's principal place of business and at the project site. It is the intent of the parties to
effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the
Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code
sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees, agents, and volunteers free and harmless from any claim
or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
Registration/DIR Comoliance. If the Services are being performed on a public
works project of over $25,000 when the project is for construction, alteration, demolition,
installation, or repair work, or a public works project of over $15,000 when the project is for
maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and
1771.1, the Consultant and all subconsultants must be registered with the Department of
Industrial Relations ("DIR"). Consultant shall maintain registration for the duration of the project
and require the same of any subconsultants. This project may also be subject to compliance
monitoring and enforcement by the DIR. It shall be Consultant's sole responsibility to comply with
all applicable registration and labor compliance requirements, including the submission of payroll
records directly to the DIR. Any stop orders issued by the Department of Industrial Relations
against Consultant or any subconsultant that affect Consultant's performance of services,
including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting
from such stop orders shall be considered Consultant caused delay and shall not be compensable
by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees
and agents free and harmless from any claim or liability arising out of stop orders issued by the
Department of Industrial Relations against Consultant or any subconsultant.
Labor Certification. By its signature hereunder, Consultant certifies that it is aware
of the provisions of Section 3700 of the California Labor Code which require every employer to
be insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions before
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Rev 11-9-18 11-
commencing the performance of the Services.
Accounting Records.
Maintenance and Inspection. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Consultant shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Consultant shall allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3) years
from the date of final payment under this Agreement.
General Provisions.
Termination of Aareement.
Grounds for Termination. City may, by written notice to Consultant,
terminate the whole or any part of this Agreement at any time and without cause by giving written
notice to Consultant of such termination, and specifying the effective date thereof, at least seven
(7) days before the effective date of such termination. Upon termination, Consultant shall be
compensated only for those Services which have been adequately rendered to City, and
Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
Effect of Termination. If this Agreement is terminated as provided herein,
City may require Consultant to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Consultant in connection with the performance of Services
under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
Additional Services. In the event this Agreement is terminated in whole or
in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
Delivery of Notices. All notices permitted or required under this Agreement shall
be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant: HF&H Consultants, LLC
19200 Von Karman Avenue, Suite 360
Irvine, California, 92612
ATTN: [INSERT NAME AND TITLE]
City: City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
ATTN: Heather Horning, Sr. Management Analyst
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 12-
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
Ownership of Materials and Confidentialitv.
Documents & Data: Licensina of Intellectual Propertv. This Agreement
creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense
any and all copyrights, designs, and other intellectual property embodied in plans, specifications,
studies, drawings, estimates, and other documents or works of authorship fixed in any tangible
medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and
remain the property of City, and shall not be used in whole or in substantial part by Consultant on
other projects without the City's express written permission. Within thirty (30) days following the
completion, suspension, abandonment or termination of this Agreement, Consultant shall provide
to City reproducible copies of all Documents & Data, in a form and amount required by City. City
reserves the right to select the method of document reproduction and to establish where the
reproduction will be accomplished. The reproduction expense shall be borne by City at the actual
cost of duplication. In the event of a dispute regarding the amount of compensation to which the
Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide
all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no
right to retain or fail to provide to City any such documents pending resolution of the dispute. In
addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen
(15) years following completion of the Project, and shall make copies available to City upon the
payment of actual reasonable duplication costs. Before destroying the Documents & Data
following this retention period, Consultant shall make a reasonable effort to notify City and provide
City with the opportunity to obtain the documents.
Subconsultants. Consultant shall require all subconsultants to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subconsultant prepares under this Agreement. Consultant represents and warrants that
Consultant has the legal right to license any and all Documents & Data. Consultant makes no
such representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or its subconsultants, or those provided to Consultant by the
City.
Riqht to Use. City shall not be limited in any way in its use or reuse of the
Documents and Data or any part of them at any time for purposes of this Project or another
project, provided that any such use not within the purposes intended by this Agreement or on a
project other than this Project without employing the services of Consultant shall be at City's sole
risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall
remove the Consultant's seal from the Documents & Data and indemnify and hold harmless
Consultant and its officers, directors, agents and employees from claims arising out of the
negligent use or re -use of the Documents & Data on such other project. Consultant shall be
responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only
with respect to the condition of the Documents & Data at the time they are provided to the City
upon completion, suspension, abandonment or termination. Consultant shall not be responsible
or liable for any revisions to the Documents & Data made by any party other than Consultant, a
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 13-
party for whom the Consultant is legally responsible or liable, or anyone approved by the
Consultant.
Indemnification — Proprietary Information. Consultant shall defend,
indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free
and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged
infringement of any patent, copyright, trade secret, trade name, trademark, or any other
proprietary right of any person or entity in consequence of the use on the Project by City of the
Documents & Data, including any method, process, product, or concept specified or depicted.
Confidentialitv. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information, and other
Documents & Data either created by or provided to Consultant in connection with the performance
of this Agreement shall be held confidential by Consultant. Such materials shall not, without the
prior written consent of City, be used by Consultant for any purposes other than the performance
of the Services. Nor shall such materials be disclosed to any person or entity not connected with
the performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the related
industry shall be deemed confidential. Consultant shall not use City's name or insignia,
photographs of the Project, or any publicity pertaining to the Services or the Project in any
magazine, trade paper, newspaper, television or radio production or other similar medium without
the prior written consent of City.
Confidential Information. The City shall refrain from releasing Consultant's
proprietary information ("Proprietary Information") unless the City's legal counsel determines that
the release of the Proprietary Information is required by the California Public Records Act or other
applicable state or federal law, or order of a court of competent jurisdiction, in which case the City
shall notify Consultant of its intention to release Proprietary Information. Consultant shall have
five (5) working days after receipt of the Release Notice to give City written notice of Consultant's
objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and
hold harmless the City, and its officers, directors, employees, and agents from and against all
liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to
compel the release of Proprietary Information. City shall not release the Proprietary Information
after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend
(with City's choice of legal counsel), and hold City harmless from any legal action brought to
compel such release; and/or (2) a final and non -appealable order by a court of competent
jurisdiction requires that City release such information.
C000eration: Further Acts. The Parties shall fully cooperate with one another, and
shall take any additional acts or sign any additional documents as may be necessary, appropriate
or convenient to attain the purposes of this Agreement.
f Reservedl
Indemnification.
To the fullest extent permitted by law, Consultant shall defend (with counsel
of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
(A) (BB&K 2018)
(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 14-
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or
agents in connection with the performance of the Consultant's Services, the Project or this
Agreement, including without limitation the payment of all damages, expert witness fees and
attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall
survive expiration or termination of this Agreement and shall not be restricted to insurance
proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or
volunteers.
If Consultant's obligation to defend, indemnify, and/or hold harmless arises
out of Consultant's performance as a "design professional" (as that term is defined under Civil
Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which
is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, and, upon Consultant obtaining a final adjudication by a court of competent
jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the
Consultant's proportionate percentage of fault.
Entire Aareement. This Agreement contains the entire Agreement of the parties
with respect to the subject matter hereof, and supersedes all prior negotiations, understandings
or agreements. This Agreement may only be modified by a writing signed by both parties.
Governina Law: Government Code Claim Compliance. This Agreement shall be
governed by the laws of the State of California. Venue shall be in Riverside County. In addition
to any and all contract requirements pertaining to notices of and requests for compensation or
payment for extra work, disputed work, claims and/or changed conditions, Consultant must
comply with the claim procedures set forth in Government Code sections 900 et sea. prior to filing
any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based
upon the Government Code claims shall be limited to those matters that remain unresolved after
all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have
been followed by Consultant. If no such Government Code claim is submitted, or if any
prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant
shall be barred from bringing and maintaining a valid lawsuit against the City.
Time of Essence. Time is of the essence for each and every provision of this
Agreement.
Citv's Riaht to Emplov Other Consultants. City reserves right to employ other
consultants in connection with this Project.
Successors and Assians. This Agreement shall be binding on the successors and
assigns of the parties.
Assianment or Transfer. Consultant shall not assign, hypothecate, or transfer,
either directly or by operation of law, this Agreement or any interest herein without the prior written
consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates
or transferees shall acquire no right or interest by reason of such attempted assignment,
hypothecation or transfer.
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Rev 11-9-18 15-
Construction: References: Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work
days. All references to Consultant include all personnel, employees, agents, and subconsultants
of Consultant, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease
of reference only, and do not define, limit, augment, or describe the scope, content, or intent of
this Agreement.
Amendment: Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
No Third -Party Beneficiaries. There are no intended third party beneficiaries of
any right or obligation assumed by the Parties.
Invaliditv: Severabilitv. If any portion of this Agreement is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
Prohibited Interests. Consultant maintains and warrants that it has not employed
nor retained any company or person, other than a bona fide employee working solely for
Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely
for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or violation
of this warranty, City shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of City, during the term of his or her service
with City, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
Authoritv to Enter Agreement. Consultant has all requisite power and authority to
conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants
that the individuals who have signed this Agreement have the legal power, right, and authority to
make this Agreement and bind each respective Party.
Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original.
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Subcontracting.
Prior Approval Required. Consultant shall not subcontract any portion of the work
required by this Agreement, except as expressly stated herein, without prior written approval of
City. Subcontracts, if any, shall contain a provision making them subject to all provisions
stipulated in this Agreement.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO
PROFESSIONAL SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF PALM DESERT AND HF&F
Consultants, LLC
CITY OF PALM DESERT HF&H Consultants, LLC
By: By:
Susan Marie Weber, Mayor
Its:
Printed Name:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
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(B) 72500.00001\31605678.1 (C)
Rev 11-9-18 18-
Notary 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
On , 2019, before me, . Notary Public, personally
appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the
document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
(A)
(B)
Rev 11-9-18
Title or Type of Document
Number of Pages
Date of Document
Signer(s) Other Than Named Above
(BB&K 2018)
72500.00001\31605678.1 (C)
19-
EXHIBIT "A"
SCOPE OF SERVICES
(E) (BB&K 2018) (G) Exhibit
(F) 72500.00001\31605678.1
Rev 11-9-18
City of Palm desert
Section 4: Scope of Services and Methodology
Proposal to Provide Solid Waste Consultant Services
SECTION 4: SCOPE OF SERVICES AND METHODOLOGY
Project Understanding
The City maintains an exclusive solid waste agreement (Agreement) with Burrtec Waste & Recycling
Services, LLC (Burrtec). The Agreement's term expires on May 31, 2023, and does not provide for any
further extensions.
The City is seeking a qualified solid waste consultant to provide solid waste, recycling, and organics
consulting services, including but not limited to matters pertaining to contract administration and
negotiations, collection services, ordinance drafting, and program development and implementation of
solid waste, recycling, and organics services as required by State law.
HF&H's Systematic Approach to Engagement Management
Project Management and Quality Assurance
HF&H utilizes a highly client -interactive Figure 6: HF&H Consulting Methodology
management consulting methodology that
logically leads to the successful performance of
our engagements and that it tailors for each
client's specific engagement and task. This
methodology is intended to ensure alignment
of the project objectives to the organizations
goals, agreement on existing conditions and
consensus around the chosen solution, and
clear communication of the recommenda-
tions. It is based on interaction of client and
HF&H team staff, assignment of qualified staff,
direction of staff by managers using clear work
plans, and systems and procedures to support
the team and the project. The seven steps that satisfaction
comprise HF&H's project management and
approach are summarized above. We have a
more -detailed description of this methodology that we would be happy to provide to you upon request.
The Value of Contracting with HF&H
By retaining HF&H you can:
1. Be confident that you are taking a proactive approach in complying with State solid waste, recycling,
and organics laws.
2. Be assured that fees are calculated and remitted correctly.
3. Access HF&H's expert staff (diversion and regulatory specialists, accountants, attorney, economist,
etc.) to provide you with the assistance that you need, especially during solid waste contract
negotiations.
October 29, 2019 Page 10 HF&H Consultants, LLC
Section 4- Scope od Methodology
"ect Kick -Off Meeting
upon execution of a professional services agreement, HF&H will prepare for and attend an engagement
kick-off meeting with City staff. Our preparation for this meeting will include requesting relevant
documents and data from City staff, and developing an agenda. The purpose of this meeting Is to ensure
a comprehensive understanding of the City's goals for this engagement, and to discuss any challenges
facing the City as they relate to hauler or regulatory compliance.
Work Product: Document request, meeting agenda, attendance at engagement kick-off meeting, and
annotated meeting notes.
Task 1: Review City's Current Agreement and Procedures
HF&H will review the City's current franchise agreement and operational procedures to provide a baseline
analysis and tactical recommendations to the City for how to approach any negotiations and contract
extensions required to implement proposed programs to comply with State waste and recycling laws, with
a particular emphasis on SB 1383.
xfflv���
We understand the City is interested in having the existing solid waste franchise agreement analyzed to
provide a baseline analysis and identify opportunities to update key terms and conditions during
subsequent hauler contract negotiations. The City's current agreement commenced on June 1, 2015, and
expires on May 31, 2023.
This initial project phase will consist of comparing key terms In the existing agreement to those in a
modern, state-of-the-art agreement. Our analysis will include key terms related to the provision of
residential, commercial and roll -off box services, rate adjustment provisions, recycling requirements,
regulatory compliance with AS 341, AS 1826, and SB 1383, performance standards, reporting
requirements, indemnifications, complimentary services provided at no additional charge, and other key
contract requirements.
We will prepare a written work product and meet once with City staff to review it. We will subsequently
update the analysis based on the meeting with City staff. Our final work product will be a matrix comparing
the key contract terms and services provided in the City to industry standards based on our experience.
Work product: Contract Profile
Task 1.2: Strategy for Negotiations
We will provide to the City key recommendations for contract negotiations and potential contract
extensions. We can discuss with the City via telephone call or meeting.
Work product: Memorandum documenting the strategies for contract negotiations.
Task 2: Cost of Service/Compensation Study
HF&H will perform a cost of service/compensation study for commercial and residential customer rates
and service fees. The City is interested in conducting a comprehensive analysis of the City's residential and
commercial waste and recycling rates, along with the associated fees, with the goal of determining
reasonable rates that would sustain the hauler while protecting the interests of the community. We
October 29, 2019 Page 11 HF&H Consultants, LL11
City of Palm Desert Section 4: Scope of Services and Methodology
Proposal R Provide R R Waste Consultant
understand that the hauler has requested for multiple extraordinary rate adjustment requests in the past.
However, the City has not approved any extraordinary rate adjustment requests per the franchise
agreement.
HF&H can perform a cost analysis depending on the nature of the request. For example, the hauler may
request an extraordinary rate adjustment request due to decreasing recycling commodity prices, higher
organics processing costs, or due to the profitability of the contract. our general approach for a cost of
service/compensation study is provided below.
Task 2.2: Gather and review data
Prepare preliminary data collection forms for City staff and hauler. The data request will be tailored to the
type of adjustment requested. Examples of documents may include the following:
• Background documents, including the rate adjustment provisions of the City's franchise
agreement, current rate schedule, and related documents.
• Correspondence between Burrtec and the City regarding requested rate adjustments.
• Rate adjustment worksheets submitted by Burrtec to the City.
• Current customer service levels, number of containers, and frequency of collection
• City fee payments
• Reported rate revenues and expenses
• Additional supporting information that may be required based upon our preliminary review of the
background documents.
Work product: Data Request Forms
Task 2.2: Meetings with City and Hauler
Based on the information received, HF&H may need to discuss the proposed rate adjustment details with
City staff and/or Burrtec representatives during conference calls and/or meetings. Subsequently, we may
schedule an on -site visit to Burrtec's offices in order to validate supporting financial and operating data
related to the requested increase.
Work product: Meeting agendas and annotated meeting notes
Task 2.3: Prepare draft report
HF&H will prepare a summary of the draft findings for review by the Company to confirm our
understanding of the data provided and subsequently prepare a draft report for review by the City.
Work product: Draft Report
Task 2.4: Finalize report
We will review written comments submitted by the City and the waste hauler. We will discuss the report's
findings with City staff via telephone conference call. We will then prepare a final report.
Work product: Final Report
;Ictoberi it
City of Palm Desert
Section 4: Scope of Services and Methodology
Task 3: Research and Evaluate Programs and Outreach Initiatives
HF&H will research and evaluate potential solid waste, recycling, and organics programs and outreach
initiatives required to meet State law. We will also evaluate the staffing needs in order to implement
proposed programs and initiatives.
HF&H will analyze the City's current solid waste, recycling, and organics collection programs to determine
updates required to comply with regulatory requirements (including processing, food recovery,
education, and outreach and reporting). HF&H's proven tools efficiently assess compliance with SB 1383,
identify gaps in programs, synthesize the data, and Inform decisions about who to assign responsibility
for the various compliance requirements. These tools have been used in more than aO communities for
current and continual compliance analysis and are helpful working documents for use in the
Implementation Record required by SB 1383.
Work product: Recommended Enhancements to Current Programs
HF&H will prepare a preliminary menu of solid waste, recycling, and organics program options and
outreach initiatives for consideration by City staff. This menu will be tailored to the City based on the
assessment of current programs and needs (Task 3.1) and unique local conditions and infrastructure. We
will meet with City staff and work collaboratively to discuss the various program options with the objective
of refining the menu. HF&H will evaluate the staffing required for each program, and provide staffing
recommendations (e.g, City staff, consultants, etc.) in a Responsibility Matrix,
Work product: Menu of Program Options and Responsibility Matrix
Task 4: Draft City Ordinances
HF&H will draft City ordinances required to implement the proposed programs required by State law
related to solid waste, recycling, and organics services.
OFM
HF&H will review the City's existing ordinances related to solid waste, recycling, and organics services to
determine if the existing ordinances need to be modified to comply with State law. In addition, HF&H will
also provide a summary of the City's current ordinance and recommended ordinances.
Work product: Summary of Current Ordinances and Recommended Ordinances
Task 4.2: Draft City Ordinances
HF&H Consultants include staff with law degrees and we have assisted many of our clients in drafting
ordinances including, but not limited to, construction and demolition ordinances, organics and recycling
program ordinances, and mandatory recycling and organics diversion ordinances. HF&H is currently
assisting CalRecycle to develop several of the model ordinances required by S8 1383 which will be
available to all California jurisdictions. In order to be cost-effective for the City, HF&H recommends
drafting the ordinances after the CalRecycle model ordinances are available (which is estimated to be
around spring 2020). HF&H will work with City staff and the City Attorney to draft ordinances specifically
tailored to the City.
October 29, 2119 Page 13 AF&A Consultants,10
�49 �,v =
Section 4: Scope • Services and Methodology
HF&H keeps track of current and pending legislation and provides an annual Legislative Update to
jurisdictions on an annual basis. This knowledge of current and pending legislation will be of a significant
benefit to the City and the City Attorney in drafting ordinances.
Work product: Draft Ordinances
Task 5: Evaluate Cost and Technical Proposals and Support Negotiations
HF&H will evaluate the value, competitiveness, and reasonableness of cost and technical proposals from
service provider(s) and will support City staff in negotiating with service provider(s) to provide the
proposed services.
In order to comply with State solid waste and recycling laws including SB 1383, new services will need to
be added to the solid waste franchise agreement. In addition, the City may want to consider negotiating
an updated Agreement to modernize programs, update Agreement language for current practices, and
include provisions to comply with pressing state legislations, as well as other key contract requirements.
The proposed tasks below assume our standard negotiation assistance with a fully modernized
agreement. However, if the City requests to limit contract negotiations to SB 1383 related programs, we
anticipate the negotiation cost to be lower, and would be happy to discuss with the City the limited scope
in further detail.
'2 iI I I I I I R 1 11 1111 1
HF&H staff will prepare for and facilitate a kick-off meeting with City staff to confirm the contracting
objectives, and project schedule, and confirm the approach to the contract negotiations. The result of
the meeting will be a document confirming the contracting strategy and project schedule.
If requested, HF&H will also prepare for and attend one City Council meeting to provide a briefing to the
Council members based on direction from City staff given at the kick-off meeting.
Work product; Kick-off Meeting Document and Presentation to City Council
There have been many changes to solid waste regulations and technologies since the previous solid waste
agreement was approved. For example, mandatory commercial recycling has been implemented by the
State of California, and mandatory commercial organics recycling regulations are currently being phased
in with AB 1826 and Senate Bill 1383 (SB 1383). New facilities to process organics waste are being
developed or proposed throughout the Southern California region. As a result of these and other
regulatory and industry developments, there are many areas of the existing Agreement that will need to
be updated.
HF&H has been instrumental in defining the "state of the industry" throughout California, and we will
assist the City in development of an updated franchise agreement that reflects modern best practices.
HF&H will work closely with the City to identify and adapt the service specifications to industry trends and
developments that have occurred since the current Agreement was developed. HF&H has an extensive
library of franchise agreements throughout California to draw upon for examples of performance
standards, service options, diversion requirements, and rate adjustment methodologies for the City's
consideration.
'Ittober 29, 2019 Page 14 HF&H Consultants, LLO
Section 4: Scope of Services and Methodology
Based on the discussions with City staff described above, we will prepare a draft updated franchise
agreement for the desired services and contract terms. City staff, including the City Attorney, will
subsequently review the draft agreement, and the City will be responsible for consolidating comments
from the City's various reviewers into a single "redline" of the draft agreement, which we will then use to
prepare an updated draft agreement.
Work product: Updated Draft Agreement
We recommend that the draft agreement be provided to Burrtec documenting the City's desired services
and contract terms. Burrtec and the City can then negotiate rates that are consistent with the City's
desired terms and conditions contained in the draft agreement developed In Task 5.2. The result of
Burrtec's review of the agreement will likely be a series of points that they wish to address and proposed
rates that may or may not be satisfactory. HF&H will then assist in negotiating reasonable rates. We will
also work with City staff to guide the City through its determination of which service provider concerns
are minor and which are valuable enough not to negotiate away without a substantial offsetting gain for
the City.
HF&H will assist the City by scheduling the necessary negotiation meetings with all relevant parties from
the City and Burrtec and conference calls, creating meeting documents, and drafting meeting notes based
on the discussion.
Work product: Negotiation Meetings and Updated Draft Agreement
Task 5.4: Analyze Hauler Cost Proposals
HF&H will review the hauler's cost proposal based on the City's requested services. Service statistics, such
as the number of customers, container size and frequency of collection, can be used to determine the
overall value of the contract at the hauler proposed rates. Typically, we determine and compare the
overall compensation to the service provider under existing rates and using newly renegotiated rates in
order to demonstrate the true overall financial impact to the rate payer. For example, a decrease in the
rate for a common service level is more valuable than a decrease in a rate for a service that is seldom
used. With the proper data, we can compare the overall proposed company compensation on a similar
basis with other jurisdictions.
Work product: Hauler Cost Proposal Analysis
Task 5.5: Attend City Council Meeting
We have budgeted to attend one meeting of the City Council when the Council considers the new
agreement for award.
Work product: City Council Presentation
October 29, 2019 Page 15 HF&H Consultants, LLC
City of Palm Desert
Task 6: Annual On -going Compliance Support
Secton 4: Scope of Services and Methodology
The City has requested ongoing technical assistance and expertise on solid waste, recycling, and organics
State requirements with particular emphasis on SB 1383 and its mandated servicing, processing,
programming, reporting, and enforcement requirements. HF&H has developed strategies to ensure
hauler compliance, assess program issues/concerns, and expedite program data and information
collection. HF&H understands that City staff time is valuable, and these strategies have evolved over the
course of our engagements in order to maximize the effectiveness of our meetings, and to ensure
efficient use of the City's, hauler's, and HF&H's resources. HF&H will assist with various waste
management -related inquiries and miscellaneous tasks that arise from time to time. HF&H will provide
on -going compliance support to the City within the parameters of the available budget, which may
include, but is not limited to:
• Development of a Contract Management Checklist customized to the City's solid waste agreement;
• Monthly or quarterly analysis, contract compliance monitoring, data tracking, and summary
reporting of hauler activities to identify issues before they become problems;
• Regularly scheduled meetings with the jurisdiction and solid waste service provider to review
results, identify issues, and plan for the upcoming reporting period;
• Develop reporting forms to be completed by hauler documenting route reviews, contamination
tagging, organics tonnage, non -compliant generators, etc.
• Monitoring hauler compliance with contract and CalRecycle requirements including AB 341, As
1826 and SB 1383;
• Expert feedback on public education and outreach strategies and materials;
• Reporting to staff, and/or elected officials the successes, challenges, and opportunities for program
improvement; and
• Planning and preparing for future regulations.
Ictober 29, 2019 Page 16 HF&H Consultants, LLC
EXHIBIT "B"
COMPENSATION
(I) (BB&K 2018) (K) Exhibit
(J) 72500.00001 \31605678.1 `B"-2
Rev 11-9-18
City of Palm Desert
�1 t4i 6 01 z &70 J 4 41:1 1,101191--f-I I
•
We propose to perform this engagement based on time and materials. The estimated total budget is
$323,000, which includes $148,000 for the one-time services requested in Tasks 1 through 5, and
$175,000 for 3.5 years of on -going compliance support requested In Task 6. We will bill the City once per
month based on the number of hours worked and expenses Incurred, Payment is due within 30 days of
Invoicing. Hourly rates are shown below.
EM, MTIM.�- �
Hourly rates for professional and administrative personnel through December 31, 2020 are as follows:
President/Senior Vice President
Vice President
Senior Project Manager
Senior Associate/Project Manager
Associate Analyst
Assistant Analyst
Administrative Staff
* Adjusted each subsequent January 1 by 2.5% per year.
Direct Expenses
Standard charges for common direct expenses are as follows:
Automobile Travel
Telephone
Public Conveyances
Postage
Overnight Mail and Couriers
Hourly Rate*
$289
$269
$265
$175-$229
$145-$170
$115-$145
$99
Prevailing IRS mileage rate
No charge
Actual
Actual
Actual
*ctober 29, 2019
Page 17 HF&H Consultants, LLC
City of Palm Desert
Detailed Workplan
Project lila-off Meeting
Task 1= 8aview of current City fruedtise agreement
Section S: Fee Proposal
Proposal to Provide Solid Waste Consultant Services
7: HF&H Detailed Workplan
6 12 0 E 26
S 1.734 S 3.130 $ - S 1.360 5 5 6.274
1.1 Contract Profile
6
SQ
SS
D
16
50
1-2 Strategy for Negotiations
4
$
4
2
A
Task 1 Hours
10
16
24
0
LB
60
Task Ifees
S
489C S
4,240 5
4,920 S
$
2,610 S
14.660
Task 2: Cowpensation Study
2-1 Gather and Renew Data
2
4
8
2
4
7.2 Me"tings with City and H4uter
6
S
2
0
4
ZD
2.3 Prepare Draft Report
8
12
16
0
12
20
2.4 finalize Resat
4
S
S
0
8
49
Task 2 Hours
20
32
34
2
28
116
Task 2 Fees
$
5,780 S
9,480 5
6.970 5
140 S
4,060 5
25,630
Task 3: Evaluate programs and staffing needs
1.1 Analyze Current Programs for Compliance
2
6
3-2 Evaluate Staffing Needs IOr Proposed Program',
2
fit
g
@
D
Q
6
9
22
24
Task 3 Hours
A
12
16
0
14
45
Task 3 Fees
$
U56 5
3,180 5
3,280 5
- 5
2.030 $
9,646
Task 4- Draft City prdlnsnces
4.1 Reviewtxrstinfl0rdrnances
4
4
6
2
9
I4
4-2 Draft City Ordinances
a
a
lr
B.
.9
M
Task 4 Hours
12
12
22
10
16
72
Task 4 Fees
S
314fi8 S
3,18D S
4r51D S
1.700 S
2.M 5
15.178
Teak 5: Evaluate Cast Proposals and Assist with Negotiations
S.1 l+lrtiate Prupect and Arend Owe City Councii Study 5ess,on Bneting
10
12
6
D
9
37
S.2 Develoo New Contract Provisions and Prepare Updated Agreement
16
24
18
15
13
86
5.1 Negotiate Rates, Terries and Conditions df Assired 3ervk"
24
28
28
16
16
112
S.4 Analyze hauler Cost Proposals
a
12
12
a
10
so
5.5 Arend City Council Mesting
12
12
a
fl
11
52
Task S Hours
70
88
72
47
6D
337
Tatk 5 Fees
S
20,230 5
23,320 S
14,760 S
7,990 S
8,7DO 5
7S,03D
Total Hours
122
177 ^_l6g
67
.. 136
as
Hourly Rates
M
28
2DS
170
145
Total Fees
$
35.258 $
4%Sl0 S
34M0 S
11,390 S
19,720 3
146"
Total Fxpensoc
S
II
Total fees and Expenses For Tasks 1 Through 5
S
14t,000
Task 6: Annual OR-VkV Compliance Support
5.1 Develop and MaIntaln Contract Monitor I Ag Tool
2
5
4
0
8
21)
6.2 Cluarterfy Meetings with City and Haler
12
24
0
0
12
48
63 Reviewol Haulers MonthlylQuarterly Reports
2
6
0
3
a
19
6-4 Review and Analysis of Compliance Data for All 18i6/AS 341JS6 1383
g
16
12
16
16
68
5.6 Rrvlew Field Results of Waste Charaderltatlons Andjor Route
2
4
4
4
S
22
5.7 Additional Contra" 5Dppon
12,
15
1
6
In
51
Annual Hours
___ 39
71
28
29 _
_ _ /2 _
_ 22B
Hourly Rates
M
26S
M
170
145
Annual Fires
S
1013" $
WLS $
5e740 S
4,910 5
8.990 S
49AS7
Annual Expenses
S
S43
Annual Fees and Expenses for Task 6
S
50,90D
Humber of Years 6f On -going Corrmplia n re Su ppe re
33
Total Fees and Expenses for Task 6 for 3.5 yeaf5
S
17S,000
Total Fen and EVen3rs For Tasks 1 Through 6
1
5
322AW
(1) Hours may be shifted among tasks.
f21 Actual costs ME depend on The nature of the specific rate adjustment request suhmitted by the hauler and could be lower or higher than the amount budgeted
October 29, 2019 Page 18 HF&H Consultants, LLC