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19-0521_R3 CONSULTING GROUP, INC._Amd No. 1 to Professional Services AgreementAMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT FOR SOLID WASTE FRANCHISE NEGOTIATION ASSISTANCE BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND R3 CONSULTING GROUP, INC. 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement for Solid Waste Franchise Negotiation Assistance is made and entered into as of this —,.PL day of May, 2019, by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and R3 Consulting Group, Inc. a California Corporation with its principal place of business at 1512 Eureka road, Suite 220, Roseville, California 95661, ("Consultant'). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled "Solid Waste Franchise Negotiation Assistance" dated November 5, 2018, ("Agreement') for the purpose of retaining the services of Consultant to provide Solid Waste Franchise Negotiation Assistance. 2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to revise the scope of services and increase the not -to -exceed compensation amount. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Sections 3 and 24 of the Agreement. 3. Terms. 3.1 Amendment. Section I of the Agreement is hereby amended in its entirety to read as follows: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibits A and A-1. Services specified under Exhibit A-1 will extend to conducting a limited competitive Request for Proposal (RFP) process for solid waste hauler Page] of 8 61147,021 00\32043214.1 services, evaluating proposals received, and negotiating terms with the top ranked proposer as well as other tasks as directed by the City. 3.2 Amendment. Section 2 of the Agreement is hereby amended in its entirety to read as follows: 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for services specified in Exhibits A and A-1 in accordance with the Schedule of Charges set forth in Exhibits B and B-1, respectively. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of One Hundred Four Thousand Three Hundred Eighty Five Dollars ($104,385). This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3.3 Amendment. Exhibits A-1 and B-1 attached hereto are hereby added as Exhibits A-1 and B-1 to the Agreement. 3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.6 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.7 Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [Signatures on Next Page] Page 2 of 8 61147.02100132043214.1 SIGNATURE PAGE FOR AMENDMENT NO.1 TO THE SOLID WASTE FRANCHISE NEGOTIATION ASSISTANCE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND R3 CONSULTING GROUP, INC. CITY OF SAN JUAN CAPISTRANO Approved By: inA! /b'w` t;ity Manager el 5-23-1 Date Attrd_B w 1��r Mak@ Morris, UY Clerk Approved As To Form: City Attorney R3 CONSULTING GROUP, INC. // Signature Eichavz) ICt�10re-L�rtJin Name r:P'Inc IQo,I -Res Title 5,►5- 101 Date Page 3 of 8 61147.02100\32043214.1 EXHIBIT A-1 Scope of Services COMPETITIVE RFP PROCESS R3 Consulting Group, Inc. has completed all of Task 1, Task 2.1, and began working with City staff on Task 2.2; sole negotiations with the City's franchise solid waste hauler CR&R, Incorporated per the terms of the original Agreement. The work to date has provided basic contract terms and customer rates to consider in negotiations with CR&R for a revised franchise agreement. Consultant is recommending a competitive procurement process after reviews with City staff, other surrounding agencies, and inquiries from other solid waste haulers. A revised scope of work would involve new tasks to conduct a limited competitive procurement process. The RFP process is to be completed by July 31, 2019, and negotiations with selected vendor completed by August 30, 2019. 3. Preparing and issuing a limited Request for Proposals for solid waste franchise services. Compile the RFP package, including drafting the program requirements, the pricing options for different collection approaches, green waste, organics, and recyclables collection, etc. Develop a mailing list of potential proposers and minimum qualifications. Respond with written responses to questions submitted regarding the RFP, and addenda as necessary. 4. Evaluating proposals received, conducting interviews and clarifications with the top- ranked proposers, and providing recommendations. 6. Negotiating the specific terms and conditions of the new (or revised) franchise agreement with the top ranked proposer(s). The remaining Tasks 2.3, 2.4, and 2.5 in the original Scope of Work, Exhibit A would follow the RFP bid award to the selected proposer. Those tasks are renumbered in Table 1 as Task 5 and 7. 2.3 (5) Prepare revised or new agreement. 2.4 (7) Present revised or new agreement to the City Council. 2.5 (7) Finalize revised or new agreement for City Council Approval. Task 3: Prepare RFP Package 1. Consultant will take the findings and discussion with City staff in Task 1 to develop an RFP package which this includes a finalized RFP, a draft Agreement, and cost forms for proposers to complete. The RFP will specify minimum requirements and qualifications and will require proposers to submit work plans that specify how they will transition to new services, achieve diversion requirements, implement customer Page 4 of 8 61147.02100132043214.1 service programs, and promote public education activities. Separate sections of the RFP may include the following: ❑ Section 1: General Introduction to the RFP Document ❑ Section 2: Available Demographic and Service Account Data ❑ Section 3: Current Services and Requested Service Requirements ❑ Section 4: Communication Protocol for Contractors and the City, Qualification Requirements and the Required Submittal Format ❑ Section 5: Required Work Plans ❑ Section 6: Evaluation Criteria and Evaluation Process ❑ Section 7: Proposal Cost and Service Forms ❑ Section 8: Draft Agreement Consultant will finalize the RFP package based on City direction and send to limited list of eligible solid waste haulers. Task 4: Evaluate Proposals Received Consultant will assist the City with the evaluation of proposals received in response to the RFP. The evaluation will include, but not be limited to, conducting an initial "pass -fail" checklist against RFP minimum requirements, and evaluating the proposers' qualifications, references, processing and disposal facilities, approach to meeting the City's diversion requirements, customer rates (prices), collection methods, customer service programs, financial statements, transition experience and work plans. After the initial evaluation is completed, Consultant will prepare any written requests for clarification to the haulers, as necessary. In the event a proposal does not meet the minimum requirements of the RFP, Consultant may recommend that the proposal be disqualified as non-compliant with the RFP requirements. The Consultant's role in the evaluation process will also include facilitating the evaluation meetings, and the proposer interviews, along with several meetings with City staff and presentations to the City Manager or City Council to present (1) a summary of the proposals received, and (2) the results of the evaluation process. Task 6: Negotiate with Top Ranked Proposers) Based on direction from City staff and/or City Council, the Consultant will participate in Agreement negotiations with the top ranked proposer(s). Negotiations will focus on clarifying the proposer's service and cost proposal, and incorporating any optional services as may be selected by the City. This subtask will include meetings with the City beforehand to confirm the approach for the negotiation. Deliverables Tasks 3.4.6: One (1) finalized RFP package, in electronic format, that includes a background of the service area, requested services, RFP preparation instructions, evaluation and selection criteria, project schedule, draft Agreement, and all required cost and supporting forms to be filled out by the proposers (for distribution to potential proposers); Page 5 of 8 61147.021 00\32043214.1 • A mailing list of prospective proposers, for use in City's distribution of the RFP package; • Preparation of a notice of availability of the RFP document and how proposers may • obtain copies; • Preparation of all necessary addenda to the RFP; • Evaluation of the technical feasibility of each proposal received; • Evaluation matrix to easily compare the proposed programs and rates for each proposer; • Preparation of any written request for clarification to the proposers, as necessary; • Scheduling and conducting interviews with the top ranked proposers; • Preparation of staff reports that summarize the proposals received; • One (1) Draft Agreement in electronic format; • Up to three (3) negotiation sessions with top ranked proposers; • Preparation of a listing of outstanding service, cost, and Agreement issues to be negotiated with the proposers; • Revisions to the Agreement based on the results of the negotiation sessions; • Preparation of a draft staff report to the City Council to support the staff recommendation to execute an Agreement with the selected company; • Up to three (3) presentations to City Council as follows (or as otherwise directed by • City staff): o One (1) presentation of the draft RFP documents to City Council; o One (1) presentation of the results of the evaluation process to the City Council; and o One (1) presentation summarizing the results of the final negotiations and the final Agreement to the City Council for approval. Page 6 of 8 61147.021 00\32043214.1 EXHIBIT B-1 Schedule of Charges/Payments Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out -of -scope work being performed by Consultant. This is a time -and -materials contract. Consultant will complete the Scope of Work for a total, not -to -exceed amount of $104,385.00 (Table 1) based on the billing rates as listed in Table 2. Project cost includes labor, travel, and project expenses, and includes the work and deliverables as listed in Tasks 1 through 7. Movement of hours and costs between Tasks may be revised and shifted upon consultation with the City, provided the total project cost does not exceed $104,385.00. Table 1 Project Budget Budget Augmentation Request Budget5pent Remaining Task Budget Through Budget May 13, 2019 1. Comprehensive Analysis of City's Solid Waste Program and Preliminary Recommendations for $10,670 $10,670 -0- Agreement Updates. 2. Sole Source Negotiations with CR&R. $58,820 $28,085 $30,735 Total Original Tasks $69,490 $38,755 $30,735 3. Preparing and issuing a limited Request for $5,950 Proposals for franchised services. 4. Evaluating proposals received, conducting interviews/clarifications with the top ranked $18,120 proposers, and providing recommendations. N/A S. Developing a new (or revised) franchise agreement. $12,160 6. Negotiating the specific terms and conditions of the new (or revised) franchise agreement with the top $21,320 ranked proposer(s). 7. Finalizing and presenting the franchise agreement $8,080 for City Council approval. Total New Tasks 1 $65,630 $30,735 Net Augmentation Requested (augmentation minus remaining budget) $34,895 Total New Budget (original plus net augmentation) $104,385 Page 7 of 8 61147.02100132043214.1 Table 2 Billing Rates Category lluurl) Rate R3 Consulting Group, Inc. Principal / Project Director $205 per hour Senior Project Manager $185 per hour Project Manager $160 per hour Senior Project Analyst $145 per hour Project Analyst $135 per hour Associate Adalyst $120 per hour Administrative Sppport $100 per hour Integrated Waste Management Consulting Principal $185 per hour Reimbursable Costs Consultants/Subcontractors Cost plus 10% (included in project budget) Lodging and meals No Charge Travel — Private or company car No Charge Travel — Other No Charge Delivery and other expenses No Charge Page 8 of 8 61147.02100\32043214.1