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12-1204_R3 CONSULTING GROUP, INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 4�day of , 2012, by and between the City of San Juan Capistrano (hereinafter re erred to as the "City") and R3 Consulting Group, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to conduct an independent audit of the integrated solid waste collection franchise agreement; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit 'A" attached and incorporated herein by reference. To the extent that there are any conflicts 'between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than 120 days from the effective date. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $23,738 as set forth in Exhibit 'A" attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Chanaes to Scope of Work. For extra work not partof this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 2 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, 3 recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. 4 Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insured as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Keith Van Der Maaten, Utilities Director To Consultant: R3 Consulting Group Inc. Attention: Richard Tagore-Erwin 627 South Highland Ave., Suite 90036 Los Angeles, CA 90036 Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Aareement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. [SIGNATURE PAGE FOLLOWS] 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. I H ns V en, City Attorney 0 OF SAN JUAN CAPISTRANO .TANT IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: Mayor CONSULTANT By: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney Reference Services 1 Reconcile amount of waste generated quarterly by city accounts $ 987 Complied with section 6 of Franchise Agreement. Section 6: Services 2 provided by Contractor $ 755 3 Diverted 50% of solid waste collected under Agreement $ 987 4 Delivered C&D to facility for processing, diverted 50% $ 987 Complied with section 8 of Franchise Agreement. 5 Section 8: Minimum standards forequipment and maintenance $ 588 Complied with section 9 of Franchise Agreement. 6 Section 9: Contractor's personnel $ 755 7 Accurately calculated rate increases $ 1,020 8 Accurately billed customers $ 1,656 Complied with section 11 of Franchise Agreement. 9 Section 11: Compensation, including rates and billing $ 796 Complied with section 12 of Franchise Agreement. 10 Section 12: Franchise fees $ 856 Confirm compliance with section 13 and 14 of the Franchise Agreement. Section 13: Faithful performance bond. Section 14: 11 Insurance coverage. $ 755 Complied with section 22 of Franchise Agreement. 12 Section 22: Reports and adverse information $ 755 Complied with Exhibit C of Franchise Agreement. Exhibit C: Recycling programs, service commencement, AB939 13 education $ 755 Report on evaluation of existing Franchise Agreement terms in 14 Orange County $ 4,432 Recommendations on improvements to current Franchise Agreement and up to 3 meetings with the City Council, Commission or 15 lCommittee $ 7,652 16 Kickoff meeting, prepare reports, presentations $ - Total $ 23,738' 'Above services are for a review and audit of a period of the three previous fiscal years. u0c). 3p 12/4/2012 E17 City of San Juan apistrano Age/n. ort TO: Karen P. Brust, City N}5/Q�j/�FROM: Keith Van Der Masten,Directclr�A �' ' Prepared by: Ziad Mazboudi, Senior Civil Engineer DATE: December 4, 2012 SUBJECT: Consideration of Approval of a Personal Services Agreement for an Independent Audit of the Integrated Solid Waste Collection Franchise Agreement (CR&R) and the Appropriation of Funds (R3 Consulting Group, Inc.) By motion 1. Approve a Personal Services Agreement with R3 Consulting Group, Inc. for an independent audit of the City's Integrated Solid Waste Collection Franchise Agreement in the amount not to exceed $23,738; and, 2. Appropriate $23,738 from the general fund reserve to account 01-93829-62409- 10001-000. EXECUTIVE SUMMARY: The City of San Juan Capistrano and Solag Disposal, currently CR&R, Inc. entered into a Franchise Agreement on December 17, 1996, to provide exclusive collection, transportation, recycling, composting and disposal of all solid waste within the City. The City has approved six (6) amendments to the original agreement. The Franchise Agreement and its amendments have not undergone an independent audit since 1996 to verify compliance with their terms. At the August 21, 2012, City Council meeting, the City Council authorized staff to prepare a Request for Proposals (RFP) for an independent audit of the Integrated Solid Waste Collection Franchise Agreement. The audit is to verity that CR&R is complying with the terms of the Franchise Agreement, and includes a review of customer service levels, billing, fee payments, gross receipts, tonnage, verification of weightings of cost components used in the rate adjustment formula, verification of the diversion rate, and other related matters. The audit will also review the terms of the current Franchise Agreement and make recommendations for improvements. City Council Agenda Report December 4, 2012 Page 2 of 3 Staff recommends that the City Council approve a Personal Services Agreement with R3 Consulting Group in the amount of $23,738 (Attachment 1). DISCUSSION/ANALYSIS: Pursuant to City Council Policy 112, staff solicited six proposals from qualified firms to conduct an audit of the Integrated Solid Waste Collection Franchise Agreement. Staff received three proposals and determined that all three firms were qualified and had the relevant experience to conduct a thorough audit. All three firms met the requirements of the RFP, had verified positive references, and had positive interviews with staff. The determining factor in staffs recommendation was the reasonableness of the fee proposed. The total cost to perform the audit for three years, as summarized in Attachment 2, is as follows: • R3 Consulting Group, Inc.: $23,738 • MSW Consultants: $84,300 • HF&H Consultants: LLC: $96,863 FISCAL IMPACT: The cost for the recommended firm to conduct the audit is $23,738. This cost was not included in the adopted Fiscal Year 2012-2013 Budget. Staff has reviewed the budget for Fiscal Year 2012-2013 to identify funds that could be re -appropriated to conduct this task and could not identify funds. Therefore, staff recommends that the City Council appropriate $23,738 from the General Fund Contingency Reserve to account 01-93829- 62409-10001-000. This appropriation of funds will result in a 0.1% reduction in the General Fund Contingency Reserve, thereby lowering the General Fund Contingency Reserve from 25.9% to 25.8%. ENVIRONMENTAL IMPACT: Not applicable. PRIOR CITY COUNCIL REVIEW: • On September 7, 2010, the City Council approved the fifth Amendment to the Franchise Agreement, and directed staff to bring back information related to the rate calculations. • On September 21, 2010, staff presented to the City Council the rate calculation methodology. The City Council directed staff to bring back to the City Council the cost of conducting an audit of the Franchise Agreement. On October 10, 2010, staff presented to the City Council a consideration of performing an independent audit of the solid waste rates annual adjustment computation. The City Council did not recommend moving forward with an audit. City Council Agenda Report December 4, 2012 Page 3 of 3 • On August 21, 2012, the City Council authorized staff to prepare and solicit Request for Proposals (RFP) for an independent audit of the Integrated Solid Waste Agreement. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: Kim Lefner Ian Smith Dean Ruffridge, CR&R, Inc. Clint Worthington ATTACHMENTS: Attachment 1— Personal Services Agreement Attachment 2— Summary of Proposals ENCLOSURES: Enclosure 1—Proposal from R3 Consulting Group, Inc. Enclosure 2—Proposal from HF&H Consultants, LLC Enclosure 3—Proposal from MSW Consultants PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this day of , 2012, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and R3 Consulting Group, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to conduct an independent audit of the integrated solid waste collection franchise agreement; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than 120 days from the effective date. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $23,738 as set forth in Exhibit "A," attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. Attachment 1 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 2 Section I Time of Essence. Time is of the essence in the performance of this Agreement. Section 9_. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted bylaw, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemni . To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, 3 recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 14.2. Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. 4 Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insured as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. 5 Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Keith Van Der Maaten, Utilities Director To Consultant: R3 Consulting Group Inc. Attention: Richard Tagore-Erwin 627 South Highland Ave., Suite 90036 Los Angeles, CA 90036 Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Aureement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. [SIGNATURE PAGE FOLLOWS] 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Maria Morris, City Clerk APP D AS TO FORM: H ns V en, City Attorney CITY OF. SAN JUAN CAPISTRANO By: Mayor CONSULTANT 0 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney CITY OF SAN JUAN CAPISTRANO By: Mayor CONSULTANT By: 7 JC ii Reference Services' 1 Reconcile amount of waste generated quarterly by city accounts $ 987 Complied with section 6 of Franchise Agreement. Section 6: Services 2 provided by Contractor $ 755 3 Diverted 50% of solid waste collected under Agreement $ 987 4 Delivered C&D to facility for processing, diverted 50% $ 987 Complied with section 8 of Franchise Agreement. 5 Section 8: Minimum standards forequipment and maintenance $ 588 Complied with section 9 of Franchise Agreement. 6 Section 9: Contractor's personnel $ 755 7 Accurately calculated rate increases $ 1,020 8 Accurately billed customers $ 1,656 Complied with section 11 of Franchise Agreement. 9 Section 11: Compensation, including rates and billing $ 796 Complied with section 12 of Franchise Agreement. 10 Section 12: Franchise fees $ 856 Confirm compliance with section 13 and 14 of the Franchise Agreement. Section 13: Faithful performance bond. Section 14: 11 Insurance coverage. $ 755 Complied with section 22 of Franchise Agreement. 12 Section 22: Reports and adverse information $ 755 Complied with Exhibit C of Franchise Agreement. Exhibit C: Recycling programs, service commencement, AB939 13 education $ 755 Report on evaluation of existing Franchise Agreement terms in 14 Orange County $ 4,432 Recommendations on improvements to current Franchise Agreement and up to 3 meetings with the City Council, Commission or 15 Committee $ 7,652 16 lKickoff meeting, prepare reports, presentations $ Total $ 23,738 'Above services are for a review and audit of a period of the three previous fiscal years. woomala Iw unayal.a sda wM�u Mausenenosgeas m M��+m renu,.,rce a�ai R.N-"m' Liwnwhi GMHFLH Mm Co.jatnta $Bm¢es 3 ar 2 am 3 a t ears 3 ersl m nta E NJ $ $- S 9.]61 S 8488 g 30o $$)55 mp6adwlN saw 6Fran¢M1isaMrait emenL$ectioncfi Eervrce¢ $ $ 5 13.881 S 20821 E 2600 S S g mviaetl CmIMMr wlleclM wMar reement s987 987 $ S - S 1.389 S 1.9]0 S 1908 S 8fi00 5 4.800 5 4.6pp3 Ohredetl 50%olitl wash S - S - 5 2526 S 300 $ 300 $4 pelta M Cao to faCoMiled Tr2 wNlection Sol Franchise ggreemenL588 4 4 - S - 5 5320 S 8975 E 700 S 7006 8: Kinin staMe,, Im .t.nd maintme. 700 Section Compgetl wiN ¢ection9 of Franchise P9reeant S 755 S $ - 5 2.054 S 2050 S 700 $ $6 Seclbn9:Coitreclofs rsonnel $ 1.020 - S S 2984 $ 329] S 700 4 700 $700 ratelncreases 1858 S - $ 5 13.356 $ 20033 S 6500 S 5300 $ 5a pcwrete bluedcuwiltsectionFrau ise Agreement S 7% $ $ - $ 2745 S 3 668 S 700 Section 11: Com ema8on indutlin teles aM bilk S 700 $ 700 g ComplietlwM smtim l2 otFrenrFiu Agreement $ $$$ $ - E - 5 4228 5 5.741 $ 8.010 E 5,300 S 4.500 S 4.600 t0 SeGbn t2: Fmit&ise fms 13 eM 14 al Ore Frenr9tiu c4ofmcompI wM uclgn Faithful band Secton td: Agr¢ement. Sacllon 1S pedmmatwe S 755 S - S - $ 1.656 S t 656 5 1,656 4 two S 1,000 1000 11 Irrsurerce covere Complied wiN sac8on 22 of Frenc9ise Agreement. E 755 $ - $ g 1,EOD $ 19)0 5 2 M $ ]00 Ban $ 22: Re aM adverse iaa $ 700 700 12 Ag ExM1lbilC of FrencM1iae Agreement. Compiietl wiN pii wmmericemeM. A9939 ,,a,ea C. ReryG!M pro92ms, seM $ 755 $ 5 $ 1,257 5 1886 S 2829 S 1.300 S 300 $ 300 13 education al existing FrerrAise Pgrumam lermsm $ - $ 3998 S 3998 E Rewdonevaluation S 4432 $ - 3998 3 1300 $ $ it Ora coup Wnsonimpravemmts19wrrent aa�'uAgreement R.mmm,d aM upw3maab,a wiN M CityCMWo. Commlamlon or 4 7.652 S $ $ 2,054 E 2.054 S 2054 S 2800 S 15CammMae $ - 3 $ E 4,500 $ 4.500 S 4.500 5 14.500 5 - $ g 16 HIdmRl a ra re re resenutions eymftoplu¢atld8bml $ 23738 $ $ $ 56,482 5 18,183 3 22.198 E 45.900 8 19.200 4 19.200 Sutr70ta1 d3 eamem ThIuaiaW wslrper o sum of $ 0'm E :3.]38 f 58.982 f ]4,685 $ 88,883 WWI a ¢.tor eatlt wnSUlMnt $' 738 S 45,800 S 85.100 $ 61,300 T01a1 adtll6mal 32400 PASEO ADSL ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www sanjuancapistrano. orb► MEMDERS OF THE CRY COUNCIL SAM ALLEVATO LAURAFREESE LARRYKRAM:R DEREK REEYn JOHN TAYLOR NOTIFICATION OF MEETING OF POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL The City Council of San Juan Capistrano will meet at 6:00 p.m. on Tuesday, December 4, 2012, in the City Council Chamber in City Hall, to consider: 1117. Consideration of Approval of a Personal Services Agreement for an Independent Audit of the Integrated Solid Waste Collection Franchise Agreement (CR&R) and the Appropriation of Funds (113 Consulting Group, Inc.) (600.30) " — Item No. E17. If you have specific thoughts or concerns regarding this item, you are encouraged to participate in this decision making process. You can communicate with the City Council through correspondence addressed to the Council and/or by attending the meeting and speaking to the Council during the public meeting. Correspondence related to this item must be received at the City Clerk's office by 5:00 p.m. on Monday, December 3, 2012, to allow time for the Council to consider its content. If you would like to speak at the meeting, please complete a yellow "Request to Speak" form found inside the entrance to the Council Chamber. This form is turned in at the staff table, just in front of the Council dais. You will be called to speak by the Mayor when the item is considered. You have received this notice at the request of the City staff member Ziad Mazboudi, Senior Civil Engineer. You may contact that staff member at (949) 234-4413 with any questions. The agenda, including agenda reports, is available to you on our web site: www.sanivancapistrano.org. If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: citvclerkM)sanivancapistrano.oro. Maria Morris, CMC City Clerk cc: Kim Lefner; Dean Ruffridge, CR&R, Inc.; Ian Smith; Clint Worthington Sart Juan Capistrano: Preserving the Past iu Enhance the Fumm, Manny Ruelas From: Manny Ruelas Sent: Friday, November 30, 2012 9:55 AM To: 'klefner@cox.net'; 'DeanR@crrmail.com'; clintw@cox.net; 'Iansmith1221@gmail.com'; 'Smithdebnian@aol.com' Subject: Notification of Meeting of Potential Interest City Council- Item E17 Attachments: Notification of Meeting of Potential Interest City Council- Item E17.pdf, 12-1204 CC_E17.pdf Good Morning, Please find attached a City Council Notification for December 4, 2012. The item is entitled, "Consideration of Approval of a Personal Services Agreement for an Independent Audit of the Integrated Solid Waste Collection Franchise Agreement (CR&R) and the Appropriation of Funds (R3 Consulting Group, Inc.)" Item- E17 (600.30) I have also attached the agenda report. Have a great day, Manny Ruelas Office Assistant City of San Juan Capistrano (949) 443-6308 12/4/2012 E17 CONSULTANTS SOLID WASTE CONSULTAW'S TO LOCAL GOVERNMENT December 4, 2012 Mayor and City Council City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Agenda Item #E-17 (Consent) - December 4, 2012 City Council Meeting Consideration of Approval of a Personal Services Agreement for an Independent Audit of the Integrated Solid Waste Collection Franchise Agreement (CR&R) and the Appropriation of Funds (R3 Consulting Group, Inc.) Honorable Mayor and City Council: We submitted a proposal in response to the City's RFP for a performance audit of the City's solid waste franchise agreement. Although our total proposed cost for the entire scope of work was not the low bid, we would like to offer to perform the non -audit portion of the work for the amount that we proposed. This would result in a savings to the City's General Fund of approximately $8,000. This savings is outlined below in Table 1. Table 1— Savings to City of Using Two Consultants Items In Scope of Work Amount Amount Total Cost to Total Cost to Savings to Proposed by Proposed by City of Using City of Using City of Using R3 MSW Two Single Two Consulting Consultants Consultants Consultant Consultants Group Audit of Cll $11,654 $11,654 (Scope Items 1-13) Evaluation of Franchise $3,900 $3,908 Agreements In Orange county and Recommend Improvements to San Juan Capistrano's Current Franchise Agreement (Scope Items 14 & 15) Total $15,554 $23,738 $8,184 As you may recall, at its August 21, 2012 meeting, the City Council directed staff to solicit proposals from qualified firms to audit the performance of the City's solid waste franchise agreement. The Council directed staff to bring back cost options to conduct the audit going 27393 YNEZ ROAD, SUITE 259, TEMECULA, CALIFORNIA 92591 951.694.4001 951.694.9001 (FAN) W W W.MSW-CONSULTANTS.COM SOLID WASTECONSULTAWS TO LOCAL COVEIINMCNT Mayor and City Council December 4, 2012 Page 2 of 2 back one, two, or three years. The Council also requested that the consultant perform two non -audit tasks: 1) a review of franchise agreements in Orange County, and, 2) recommend Improvements in the in the City's current franchise agreement. These tasks can be performed independently of the performance audit of CR&R. In the RFP, the City requested that proposers provide a menu of costs for each of the items in the scope of work so that the City would be able to choose from any combination of items in the scope of work. The itemized results from each of the proposals are shown in Attachment 2 in the staff report, a copy of which we have included with this letter. As shown in Attachment 2, the cost of hiring R3 Consulting Group to perform tasks #14 and #15 (the non -audit portion of the work) is $12,084. The cost that MSW Consultants proposed to perform these two tasks was $3,900, a savings to the City's general fund of $8,184. If the City is interested in minimizing its cost, we would like to confirm our offer to perform tasks #14 and #15 for the $3,900 amount that was included in our proposal. Whatever the Council's decision, we are sincerely grateful for the opportunity to offer our services to the City. If you have any questions about our proposal, please feel free to e-mail me at: dave msw-consultants.com, or call me at 951.694.4001. Respectfully, Y L David L. Davis, CMA MSW Consultants cc: Ms. Karen 8rust—City Manager Mr. Keith Van Der Maaten — Utilities Director Mr. Ziad Mazboudi— Senior Civil Engineer Included - Attachment 2 — Summary of Proposals R¢avW bM14M]SNi Wule Mv.NM^rr'19arvYas MW^dY PoRmnmca lvW. evm�rYJOW�F Reference 6pMy R3fa6n 6 mSW iaaemnaiL y 2 j 1 ea 2yY9 m 3 3 x300 3 3M. i R amamlMwub W aero an BB] 4 S S 650] 8]fit S 0x80 3 300 300 6: 561 LontpedwlN ¢cWl6 of FnMi40 A9redmM. 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FnwNw ABIw 1 mpbdvaDws a.od, tho, and an b 3 nxC ps wYT Ne Loi Couzl,Genanlnbn a t5 CammObe S )862 E 3 E 2054 i 2054 3 2054 E 200..E - 3 46 gcko0 meadan pnoldna,re na. preawnYona S 8 S - 5 4.W0 4310 5 J.5.0 S 845.0 3 E - SUMToIYGalamnafor 2e and: e a additional msl n l Pm _ 33736 5 S 5 `bA32 S L_inJ'F 9," 19.21q liN Oa molveertplueeddac al coag, per< - Trial Wjywarwbmn add dpal az sfadeeh wnwllane $ 23138.tY 23ISB f 2L]30 f ,604b'-3 146656.5. 00065 S'4000 S 85100 Cui� fy �CK�vtW Tuolos #��K oA3A�#is � �ZioB't �31�,flo 9 32400 PASCO ADELANTO SAN JUAN CAPISTRANO. CA 92675 (949) 493.1171 (949) 493.1053 FAx n ►� ti+uvrrrjurruc uprsh oil' TRANSMITTAL TO: R3 Consulting Group, Inc. Attn: Richard Tagore-Erwin 627 South Highland Ave., Suite 90036 Los Angeles, CA 90036 DATE: December 12, 2012 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OF THE CITY COUNCIL SAM ALLEVATO ROY L- BYRNES. M.D. LARRY KRAMER DEREK REEVE JOHN TAYLOR RE: Personal Services Agreement — Independent Audit of the Integrated Solid Waste Collection Franchise Agreement Thank you for providing documentation confirming compliance with the terms of the agreement related to insurance. Please keep in mind this documentation must remain current with our office during the term of the agreement. If you have questions related to insurance requirements, please call Christy Jakl, Deputy City Clerk at (949) 443-6310. If you have questions concerning the agreement, please contact Ziad Mazboudi, Senior Civil Engineer at (949) 234-4413. Enclosed is an original agreement for your records. Cc: Ziad Mazboudi, Senior Civil Engineer .San Joan Calisti-ano: PI-ese"ving the Past to Enhance the Fulure 0 Pnr.t" cn icor mcyck-d PW' Christy JAI From: Christy Jakl Sent: Wednesday, December 12, 2012 8:59 AM To: Ziad Mazboudi Subject: R3 Consulting PSA Attachments: 12-1204 R3 Consulting PSA.pdf Hi Ziad, For your records, attached is an executed copy of the R3 Consulting PSA. Thanks! C.hrisN J akl Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6310 1 (949)493-1053 fax Christy Jakl From: Christy Jaki Sent: Tuesday, December 11, 2012 3:03 PM To: Ziad Mazboudi Subject: Wonsulting Group Hi Ziad, Just a quick reminder; please have R3 Consulting Group provide insurance documentation as soon as possible. They will be placed on non -pay until received. 01 Thank you! Christi J akl Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949)443-6310 1 (949)493-1053 fax Today's Date: N/ 2 (/ 1 Z - — — lting 1a\� apply) xney lager Clerk CONTRACT TRANSMITTA \ COUNCIL MEETING DATE (if applicable): �2-- Project Manager's Last /Name: /�g� Phone Extension: CIP No. (if any):7VI r APPROVING AUTHORITY: (Check One) © Mayor ❑ CRA Chair ❑ City Manager Provide (1) executed original contract for each signing party, including the City. If the agreement is to be recorded — only (1) original will be recorded with certified copies going to other parties. Please provide the mailing address of any party to included within the body of the agreement: OTHER INSTRUCTIONS: Form Dale: 01-2004 D-7 an agreement — unless the mailing address is