HomeMy WebLinkAbout2019-12-17; City Council; ; Authorize Execution of a Cooperative Agreement with HF&H Consultants, LLC for Solid Waste, Recycling and Organics Consulting Services, and Appropriation of Funds to the SDiscussion
On Aug. 20, 2019, City Council approved the City of Carlsbad SMM Plan . This plan identifies
policies, ordinances, programs, services, service provider contractual requirements and facility
capacity that will ensure the city's compliance with solid waste regulatory requirements and
allow the city to emerge as a leader in sustainability.
Additionally, the City of Carlsbad received a letter of concern from Cal Recycle on March 12,
2019. In this letter, CalRecycle indicated that the city has not demonstrated active planning or
provided organics recycling, including food waste and collection services, to regulated
businesses. On Oct. 2, 2019, Cal Recycle requested that the city submit a follow-up plan to start
recycling food waste.
City contracts for solid waste management with Coast Waste Management, Inc.
(residential/business collection) and Republic Services, Inc. (Palomar Transfer Station
operations) are scheduled to expire in 2022. These multi-year contracts do not include language
that requires the contractors to automatically meet new solid waste regulations that have been
promulgated since the contracts were executed, including food waste recycling. These
contracts need to be amended to fully support the SMM Plan goals, or the city could choose to
issue a Request for Proposals (RFP) for these services.
HF&H is a full service-consulting firm, which specializes in assisting municipalities with
recycling and solid waste materials management with additional services in water, wastewater
and stormwater. HF&H has assisted more than 180 jurisdictions in the State of California in
procuring recycling and solid waste related services, evaluating proposals to provide solid
waste related services, and negotiation of new or revised contracts for the provision of those
services.
On July 12, 2018, the City of Oceanside released a Request for Proposal (RFP) for
Miscellaneous Solid Waste, Recycling and Organics Consulting Services to provide as needed
solid waste, recycling, and organics consulting services. On Aug. 10, 2018, the City of
Oceanside received two complete proposals from professional consulting firms. HF&H
received the highest score from proposals received. On Oct. 3, 2018, the City of Oceanside
executed a contract not to exceed $800,000 for a four-year term for as needed solid waste,
recycling, and organics consulting services.
In order to most efficiently and effectively comply with solid waste regulations and direction
from CalRecycle, the City of Carlsbad may enter into a cooperative Agreement with HF&F based
on the pricing and scope described in their existing contract with the City of Oceanside. A
cooperative Agreement is permissible under CMC Section 3.28.100 where the other agency's
contract was competitively bid, as was the case with the City of Oceanside's HF&H contract,
and the purchasing pfficer determines that the cooperative Agreement is in the city's best
interest (Exhibit 2).
HF&H will assist city staff with the following duties:
Dec. 17, 2019 Item #8 Page 2 of 27
• Review current city agreements and policies (franchise agreement, lease agreements,
and operational procedures) and make recommendations to staff regarding contract
negotiations and extensions
• Evaluate customer rates and service fees including new commercial organics services
• Support staff in negotiating contract extensions with service provider(s)
• Draft collection and processing agreements for city staff
• Evaluate the value, competitiveness and reasonableness of cost and technical
proposals from solid waste, recycling and organics service providers
• Prepare draft city ordinances related to solid waste, recycling and organics services
• Additional as-needed services will be assigned and approved through task orders
By allowing the Environmental Management Department to contract with HF&H, the city will
expeditiously acquire the additional specialized help necessary to advance the goals of the
SMM Plan and address the areas of concern Cal Recycle identified in the letter sent to the city
on March 12, 2019.
Fiscal Analysis
Staff recommends an appropriation of $800,000 from the Solid Waste Enterprise Fund to fund
this Agreement. Sufficient funds are available to meet this request.
Next Steps
Once the Agreement is fully executed, city staff will direct HF&H to help the city reach the goals
of the adopted SMM Plan and to address the areas of concern Cal Recycle identified in their
· March 12, 2019, letter.
Environmental Evaluation (CEQA)
Pursuant to Public Resources Code Section 21065, this action does not constitute a "project"
within the meaning of the California Environmental Quality Act (CEQA) in that it has no
potential to cause either a direct physical change in the environment, or a reasonably
foreseeable indirect physical change in the environment, and therefore does not require
environmental review.
Public Notification and Outreach
This item was noticed in accordance with the Ralph M. Brown Act and was available for public
viewing and review at least 72 hours prior to the scheduled meeting date.
Exhibits
1. City Council Resolution
2. Cooperative Agreement Justification approved by the purchasing officer
3. City of Oceanside HF&H Agreement
Dec. 17, 2019 Item #8 Page 3 of 27
RESOLUTION NO. 2019-261
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF A COOPERATIVE PROFESSIONAL
SERVICES AGREEMENT (AGREEMENT) WITH HF&H CONSULTANTS, LLC,
(HF&H) FOR SOLID WASTE, RECYCLING AND ORGANICS CONSULTING
SERVICES IN AN AMOUNT NOT TO EXCEED $800,000 AND AUTHORIZING
APPROPRIATION OF FUNDS FROM THE SOLID WASTE ENTERPRISE FUND IN
AN AMOUNT NOT TO EXCEED $800,000 TO FUND THE AGREEMENT.
WHEREAS, the City Council ofthe City of Carlsbad, California has determined that it is necessary,
desirable and, in the public interest to enter into a cooperative Professional Services Agreement with
HF&H; and
WHEREAS, on Aug. 20, 2019, City Council adopted Resolution No. 2019-145, approving the city's
Sustainable Materials Management (SMM) Plan; and
WHEREAS, the SMM Plan Phases 1 and 2 are specific to ensuring the city's compliance with the
State of California's solid waste regulations including management of organics recycling; and
WHEREAS, the City of Carlsbad received a letter of concern from the California Department of
Resources Recycling and Recovery (CalRecycle) on March 12, 2019, in which CalRecycle indicated that
the city has not demonstrated active planning or provided organics recycling, including food waste and
collection services to regulated businesses; and
WHEREAS, on Oct. 2, 2019, CalRecycle requested that the city submit a follow-up plan to start
recycling food waste; and
WHEREAS, HF&H has assisted more than 180 jurisdictions in the State of California in procuring
recycling and solid waste related services, evaluating proposals to provide solid waste related services,
and negotiation of new or revised contracts for the provision of those services; and
WHEREAS, in order to most efficiently and effectively comply with solid waste regulations and
direction from CalRecycle, staff recommends that the City of Carlsbad utilize an existing cooperative
agreement between the City of Oceanside and HF&H, which was awarded through the public bidding
process; and
WHEREAS, the existing cooperative agreement between the City of Oceanside and HF&H has a
term of four years, expiring in October 2022, and it provides for solid waste, recycling and organics
consulting services that are now required by the City of Carlsbad; and
Dec. 17, 2019 Item #8 Page 4 of 27
WHEREAS, a cooperative purchase arrangement outside the city's ordinary competitive bidding
process is permissible under the terms of Carlsbad Municipal Code (CMC) Section 3.28.100; and
WHEREAS, in accordance with CMC Section 3.28.100, the purchasing officer has considered the
cooperative purchase arrangement and determined it to be in the city's best interest; and
WHEREAS, staff recommends that the City of Carlsbad enter into a cooperative Agreement with
HF&H for a term of four years, in an amount not to exceed $800,000, so that the Environmental
Management Department will expeditiously acquire the additional specialized assistance necessary to
advance the goals of the SMM Plan and address the areas of concern CalRecycle identified in their
March 12, 2019, letter.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the deputy city manager, administrative services, is authorized and directed to
appropriate funds from the Solid Waste Enterprise Fund, in an amount of $800,000, to
fund the cooperative Agreement with HF&H.
3. That the mayor of the City of Carlsbad is hereby authorized and directed to sign the
cooperative Agreement with HF&H, attached hereto as Attachment A, for solid waste,
recycling and organics consulting services in an amount not to exceed $800,000.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 17th day of December 2019, by the following vote, to wit:
AYES: Hall, Blackburn, Bhat-Patel, Schumacher.
NAYS: None.
ABSENT: None.
Dec. 17, 2019 Item #8 Page 5 of 27
performance of similar work, ability to provide services, quality of proposal and previous
work history for the City. Final scoring results demonstrate the highest score was
received by HF&H Consultants, LCC (Exhibit A).
ANALYSIS
HF&H is a full service-consulting firni, which specializes in recycling and solid waste
materials management with additional services in water, wastewater, and stormwater.
HF&H provides environmentally responsible economic, financial, strategic planning, and
management consulting services.
HF&H will assist City staff with the following duties:
• Reviewing current City assets (franchise agreement, lease agreements, and
operational procedures) and making recommendations to· staff regarding contract
negotiations ~nd extensions;
• Evaluating customer rates and service fees including new commercial organics
services;
• Supporting staff in negotiating contract extensions with service provider(s);
• Drafting collection and processing agreements for City staff;
• Evaluating the value, competitiveness and reasonableness of cost and technical
proposals from sol.id waste, recycling a.nd organics service providers; and
• Preparing draft City ordinances related to solid waste, recycling and organics
services.
Additional tasks will be assigned and approved through task orders.
FISCAL IMPACT
The project will be charged to the Solid Waste and Recycling Administrative account
700010731.5305, which has an available balance of $209,805; therefore sufficient funds
are available.
Years two through four will be included in the annual budget request for the Solid Waste _
and Recycling operating budget.
Funding is provided by the Solid Waste fund, primarily funded by ratepayer fees.
INSURANCE REQUIREMENTS
.,
The City's standard insurance requirements will be met.
COMMISSION OR COMMITTEE REPORT
The Utilities Commission approved staff's recommendation at its regularly scheduled
· meeting on September 18, 2018.
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Dec. 17, 2019 Item #8 Page 9 of 27
CITY OF OCEANSIDE
PROFESSIONAL SERVICES AGREEMENT
EXHIBIT B
EXHIBIT 3
PROJECT: MISCE,LLANEOUSSOLJ]) WASTE, RECYCLING, AND ORGANICS
CONSULTANT SERVICES 700010731.5305 --
__ TIIIS-AGREEMENT,:.dated ..... , .. , . _. , 201~ for identqication.pµi:poses, is
mack and entered into by and between th.e CITY OF OCE~SIDE, a mqnicipal ·
corporati611, hereinafter designated as "Cr:rY'', ;mg HF &H CONSlJLTAifl'S; i:LC,
hereinafter designated as ''CONSULTANT.( -. . . -.
1.
2.
3.
NQW TilE~FORE, TiIE P~TIES MUTUALLY AGRE:E: AS FOLLOWS:
SCOPE OF WORK. The CONSULTANT desires to provide miscellaneous solid
waste, recycling and organics co~ulting servi~¢s: Services include but are not _
limited to contract administration/negotiations, pqllectiqn sertjces, progtain
-development and implelllentation of solid. waste, recycling and. organics s~rvices as
is more P¥ticajcirly described in the CONSJJI/I'Ai'IT'S prnposal dat~d August 9,
2ois atta~~ed h~r~tq and -incorpor~,~4.: per,ei11 .as,;E~hlbit A. ··J ::: .. -
. . .
;1It21ifi~1~~iii!1El~\i~;.
CONSULTANT shall be s61ely respohsibl{{ fodhi performance of any of its
employees; agents, or subcontractqrs under this ~greerrient, inqlu,djng the training of
each _employe_e reganling the rights an~lresp~:msi.bilitiesQ( an erilployer and employee
, for any potenti~J cljscrimination o.r,harai:;~nient claim under sta~e:9r federal law.
CONSl:fJ/f:ANT sµ~il report tq th~ G~TY any and all yIIlploye~~, agynts,, and
-.• COJ.1.§Ult~Jlts::p~rfqfqtjng work µ1 COI1llec#911 w,Jtli this project, anµ iAI shall be subject Jo tij(! ~pp(ov~l 9fth~, .. ~;tfY; · · · · · · · --·
WOI{KERS': COMPENSA.'tlON~ P~suan{ td Labor Code secti6rrlS.61, the
~~if :i~t~~ilifiii!~Ji~:st~i!J~1Jf tons
. accorqanc~ with. the provisi9ns of thaLCode, a:11.d the ·coNSlJLT AN.T wpf 6omply
with such provisioq$, and provide certification of such co,npliance as apart of this
Agreem~~t. -_ ---
Dec. 17, 2019 Item #8 Page 12 of 27
SOLID WASTE, RECYCLING, AND ORGANICS CONSULTANT SERVICES 700010731.5305
The CONSULTANT shall be responsible for complying with all local, state, and
federal laws whether or not said laws are expressly stated or referred to herein.
Should any provision herein be found or deemed to be invalid, the Agreement shall
be construed as not containing such provision, and all other provisions, which are
otherwise lawful, shall remain in full force and effect, and to this end the provisions .
of this Agreement are severable.
11. AGREEMENT MODIFICATION. Tpis Agreement way not ,be modified orally
or in any)naniier oth~r thart by an agreement in writing signed by the parties. ].:1ereto.
. -.
12. TERMINATION OF-AGREEJVIENT. Either party m~y terminate th.is Agreement
byprovid.mg thirty (30) days written notice to the other party. If any portion of the
work is terminated or abandoned by the CITY, then the CITY shall pay
CONSUL TANT for any work completed up to and including the date of termination
or abandonment ofthis Agreement. The CITY shall be required to compensate
CONSUL TANT only for work performed in accordance with the Agreement up to
and. including the date of termination.
13.. SIGNATURES. The m:dividuals executing this Agreement represent arid warrant
tliat they have the right, power, legal cap~city and authority to enter into-anq to
execute thIS Agfeem.ent on ~ehalf of the respective legal eptities of the .
CON'SULTANT ?J1d the CITY. · l •
IN WITNESS WHEREOF, the parties p.ereto for themselves, their heirs, executors,
administrators, successors, and assigns do hereby agree to the full performance of the
covenants herein contained and have caused this Professional Services Agreement to be .
executed by setting hereunto their signatures on the dates set forth below.
BY: 1~tft NSUL:;::L2~0,4 By: .. CITY OF OCEANSIDE
, .·.· • · Name T1t e ·. .. · · .· . City Ma.nag et . .
By; ~~g,i£~MaNq51,,k, ~.~~..:~ .
.. 1", -"'. ""3 O q 1" '2 '-I "2--. · .. ·• . . . · ~½mcrrney · . ·. · · ·
· ·, Empfoyer ID'No. · · · . • ·. .
NOTARY ACKNOWLEDGMENTS OF CONSULTANT MUST BE ATTACHED.
5
(Revi~ed 12-2017)
Dec. 17, 2019 Item #8 Page 16 of 27
AGREEMENT FOR SOLID WASTE, RECYCLING, AND
ORGANICS MANAGEMENT SERVICES
HF&H CONSULTANTS, LLC
PSA20-931 ENV
THIS AGREEMENT is made and entered into as of the 18.fh, day of
Decero be ( , 2019, by and between the City of Carlsbad, a municipal
corporation, ("City"), and HF&H Consultants, LLC, a limited liability company, ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in solid
waste, recycling, and organics management.
B. Contractor has the necessary experience in providing professional services and
advice related to solid waste, recycling, and organics management.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of four (4) years from the date first above
written. The City Manager may amend the Agreement to extend it for one (1) additional one (1)
year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will prepare
a written amendment indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be
eight hundred thousand dollars ($800,000). No other compensation for the Services will be
allowed except for items covered by subsequent amendments to this Agreement. If the City elects
to extend the Agreement, the amount shall not exceed two hundred thousand dollars ($200,000)
per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until
City has accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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Dec. 17, 2019 Item #8 Page 18 of 27
PSA20-931 ENV
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any balance
owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus
line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating
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Dec. 17, 2019 Item #8 Page 19 of 27
PSA20-931 ENV
in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by
the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
"occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work
for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor
has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
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maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will 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.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City
Name Avecita Jones
Title Senior Program Manager
Department Public Works
City of Carlsbad
Address 1635 Faraday Ave.
Carlsbad, CA 92008
Phone No. 760-602-7542
For Contractor
Name Rob Hilton
Title President
Address 201 N. Civic Drive, Suite 230
Walnut Creek, CA 94596
Phone No. 925-977-6959
Email rob@hfh-consultants.com
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
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16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
Yes~ No D
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a
determination of fact based upon the work product delivered to City and of the percentage of work
that Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
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under this Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
City Attorney Approved Version 6/12/18
6
Dec. 17, 2019 Item #8 Page 23 of 27
PSA20-931 ENV
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
HF&H CONSULTANTS, LLC,
a limited liability company
B~--
(sign here)
~ ( /Z,-1 1/tc~ ,µ, f?z (~ I /j [ /Jf
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
&-"-~£___ -7 ,.......,-c~gn here)
ATTEST: ~
-~-----F--~#<--'-:_~:-:__:--=-~--'-----~-------l--_,_H___,__,e_c.,,....i'--"-'01._~6vmez1
~r Barbara Engleson, City Clerk Dtpvfj
l(IC,ff,ltt(}> ..::r: sLJI\ o ..1 s • .J CF-o
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
City Attorney Approved Version 6/12/18
7
Cl~
CJNIC
Dec. 17, 2019 Item #8 Page 24 of 27
CERTIFICATE OF ACKNOWLEDGEMENT
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 ~,J ~ } ss.
On Q~NR ~A't:f-f before me, Thomas F. Noon, Jr., a Notary Public, personally
appeared
6dl#8C /TJJ.'liw MD lfK/HRP .:C 5L71wSoA) ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is i@
subscribed to the within instrument and acknowledged to me that he/ she~ executed the same
in his/ her /~authorized capacity(ies), and that by his/ her ~ignature(s) on the instrument
the person(s) or the entity upon behalf of which the person(s) a~xecuted 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.
Commission Number:2275816
My Commission Expires February 13, 2023
Contra Costa County, California
Dec. 17, 2019 Item #8 Page 25 of 27
SCOPE OF SERVICES & METHODOLOGY
Project Understanding and Methodology
PSA20-929ENV
Exhibit A
Task 1. Review of current City assets (franchise agreement, lease agreements, and operational
procedures) and make recommendations to staff regarding contract negotiations and extensions
Task 1 will provide a baseline analysis and tactical recommendations to the City for how to approach the
negotiation of new services. This step is critical to getting a common understanding among the City's team
of what the opportunities and risks are during the negotiation, how to leverage opportunities and mitigate
risks, and to identify critical issues that must be addressed to succeed in the City's goals.
Task 2. Setting customer rates/service fees including new commercial organics services
Customer rates must be set to cover the costs of service for the new organics program. While that may
seem fairly straight-forward, there are multiple approaches to rate-setting. Those approaches include
consideration of how much of the cost will be covered by separate charges for organics service, how much
will be included in the base service fee, and what policy approach the City wishes to take with regard to
using rates to encourage behavior change.
Task 3. Support City staff in negotiating contract extensions with service provider(s)
HF&H understands that the City will negotiate for collection and processing services. This negotiation will
include determining: 1) the approach to providing service, including all programmatic and operational
considerations; 2) the cost of providing the service and the method for conveying that cost to users (Task
2); and, 3) the business terms that define the risk allocation, rate/cost adjustment approach, and
assurances of performance.
Task 4. Drafting collection and processing agreements for City staff
The contract that governs these services will be the most important output of this process. It documents
the programmatic and operating requirements as well as the manner of interaction between the service
provider(s) and customers. The contract defines the nature and length of the relationship between the
City, customers, and the service provider. The contract defines the cost of service, how it is conveyed to
customers, and how that cost gets adjusted over time. Getting this right is critical.
Task 5. Evaluating the value, competitiveness and reasonableness of cost and technical proposals from
solid waste, recycling, and organics service providers
During the negotiations, one of the most critical roles of the consultant is to evaluate the competitiveness,
reasonableness, and appropriateness of the costs proposed by the service provider(s). This task will be
conducted continuously during the negotiations process as each revised cost proposal is submitted to the
City.
Task 6. Drafting City ordinances related to solid waste, recycling, and organics services
With the significant changes to City programs through this negotiation, as well as the significant regulatory
and legislative changes at the state level, it is important to modify the City's municipal code to ensure that
it is consistent with and supportive of those changes.
Dec. 17, 2019 Item #8 Page 26 of 27
Additional As-Needed Se1Vice
PSA20-929ENV
Exhibit A (continued)
HF&H understands that the City may also request that the selected consultant provide additional as-
needed services in the following areas:
1. Provide ongoing technical assistance and expertise on solid waste, recycling, and Organics State
mandates with particular emphasis on SB 1383 mandated servicing, processing, programming,
reporting, and enforcement requirements.
2. Assistance in developing, evaluating and selecting diversion programs, and drafting long-range
implementation plans.
3. Researching and analyzing potential solid waste, recycling, and organics programs and outreach
initiatives, and evaluating staffing needs for implementation of programs.
4. Benchmarking existing and proposed City programs with those in other jurisdictions.
5. Obtaining stakeholder input on program alternatives from Oceanside residents, businesses, and
service providers.
Dec. 17, 2019 Item #8 Page 27 of 27