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HomeMy WebLinkAbout1991-06-04; City Council; Resolution 91-1727, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 26 21 22 23 24 25 26 27 28 0 0 RESOLUTION NO. 91-172 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING AN AGREEMENT WITH THE FIRM OF HILTON, FARNKOPF AND HOBSON FOR A SOLID WASTE DISPOSAL ALTERNATIVES ANALYSIS WHEREAS, the cities of Carlsbad, Del Mar, Enchitas, Escondido, Oceanside, ?oway, Solana Beach and Vista have jointly agreed to conduct a study of solid waste disposal alternatives in northern San Diego County, and WHEREAS, the consulting firm of Hilton, Farnkopf and Hobson possesses the requisite skills and experience to conduct such a study, and WHEREAS, the aforementioned cities have authorized the City of Carlsbad to contract with the consultant to conduct such a study NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California as follows: 1. 2. That the above recitations are true and correct. That the attached consultant agreement with Hilton, Farnkopf and I Hobson attached hereto as Exhibit A is hereby approved. i I 1 3. That the Mayor of the City of Carlsbad is hereby authorized and directed to sign the agreement on behalf of the City. 4. That a loan of $13,731 is hereby approved from the General Fund unappropriated fund balance to the Solid Waste Enterprise Fund to support the costs of said consultant agreement. s, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 I’i’ 18 19 20 21 22 23 24 25 26 27 28 0 0 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council 1991, by the following vote, to of the City of Carlsbad on the wit: 4th day of June AYES: NOES: None Council Members Lewis, Kulchin, Larson and Nygaard ABSENT: Council Member Stanton ATTEST: (SEAL) 0 0 -1 AGREEMENT THIS AGREEMENT, made and entered into as of the 13th day of May, 1991, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and Hilton Famkopf & Hobson, hereinafter referred to as "Consultant". RECITALS City requires the services of a Solid Waste Management consultant to provide the necessary consulting services for preparation of a study of solid waste disposal alternatives; and Consultant possesses the necessary skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: 1. CONSULTANT'S OBLIGATIONS Perform a financial comparison of the cost of waste processing and disposal alternatives in accordance with the proposal dated Mav 29. 1991 attached hereto as Exhibit A. 1 e 0 .. 2. CJTY OBLIGATIONS The City shall provide copies of reports relevant to the conduct of the study, in possession of the City, to the Contractor. City shall facilitate the acquisition by the Contractor of reports in the possession of the other participating cities, the County of San Diego and other City consultants. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) days after receipt of notification to proceed by the City and be completed within 140 days of that date. Extensions of time may be granted if requested by the Consultant and agreed to in writing by the City Manager. The City Manager, will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Consultant, or delays caused by City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONSULTANT The total shall not exceed the fee payable according to Paragraph 6, "Payment of Fees," and shall be $88,000 including out of pocket expenses and 10 copies of the final report. No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 7, "Changes in Work." 5. DURATION OF C0NTRA.Cl" This agreement shall extend for a period of 180 from date thereof. The 2 Rev. 11/8/90 e e .% contract may be extended upon mutual agreement of the City and consultant based upon satisfactory performance and the City's needs. 6. PAYMENT OF FEES Payment of fees shall be made to the consultant in accordance with the fee payment schedule in Exhibit A. 7. CHANGESMWORK If, in the course of the contract, changes seem merited by the Consultant or the City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Consultant or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by Consultant to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A supplemental agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.1 72. Such supplemental agreement shall not render ineffective or invalidate unaffected ~O~OIIS of the agreement. 8. COVENANTS AGAINST CONTINGENT FEES The Consultant warrants that their firm has not employed or retained any company or person, other a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant has not paid or agreed to pay 3 Rev. 11/8/90 e e .. 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, the City shall 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 such fee, commission, percentage, brokerage fees, gift, or contingent fee. 9. NONDISCRIMINATION CLAUSE The Consultant shall comply with the state and federal laws regarding nondiscrimination. 10. TERMINATION OF CONTRACT In the event of the Consultant's failure to deliver a final report in accordance with the terms and conditions of this agreement, including Exhibit A to this contract, the City may terminate this contract for non-performance by notifying the Consultant by certified mail of the termination of the Consultant. The Consultant, thereupon shall immediately conclude its work and shall, if requested, deliver related documents and work in progress to the City Manager. The City Manager shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Consultant has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as 4 Rev. 11/8/90 0 0 reported to the City Manager, the Manager shall determine the final payment of the contract subject to the dispute resolution provisions of Paragraph 11. 11. DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this contract, shall be reduced to writing by the principal of the Consultant or the City Manager. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City Manager or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the Office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 12. SUSPENSION OR TERMINATION OF SERVICES 5 Rev. 11/8/90 0 0 This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the lump sum fee payable under paragraph 4. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. 13. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished, but shall consult with the City as provided for in the request for proposal. The Consultant is an independent contractor of the City. The payment made to the Consultant pursuant to the contract shall be the full and complete compensation to which the Consultant is entitled. The City shall not make any federal or state tax withholdings on behalf of the Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of the Consultant. The Consultant agrees to indemnify the City for any tax, retirement contribution, social security, overtime payment, or workers' compensation payment which the City may be 6 Rev. 11/8/90 0 0 ., required to make on behalf of the Consultant or any employee of the Consultant for work done under this agreement. The Consultant shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this agreement. 14. 0WNERSHIPOFM)CUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports and studies shall be delivered forthwith to the City, if requested. Consultants shall have the right to make one (1) copy of all material provided to the City. 15. REPRODUCIION RIGHTS The Consultant agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 7 Rev. 11/8/90 e m 16. HOLD HARMLESS AGREEMENT The City, its officers, and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, any intentional or negligent acts, errors or omissions of Consultant or Consultant's agents, employees, or representatives. Consultant agrees to defend, inded, and save free and hadess the City and its officers and employees against any of the foregoing claims, liabilities, penalties or fines, including liabilities or claims by reason of alleged defects in any plans and specifications, and any cost, expense or attorney's fees which are incurred by the City on account of any.of the foregoing. 17. ASSIGNMENT OF CONTRACl' The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 18. SUBCONTMCIWG If the Consultant shall subcontract any of the work to be performed under this contract by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by consultant. Nothing contained in this contract shall create any contractual relationship between any subcontractor of 8 Rev. 11/8/90 0 0 _. Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Consultant’s work unless specifically noted to the contrary in the subcontract in question approved in writing by the City. 19. PROHIBITED MTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or similar functions in connection with the performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. 20. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, eirher before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Consultant to any additional payment whatsoever under the terms of this contract. 9 Rev. 11/8/90 e e .. 21. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 16, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 22. EFFECTIVEDATE This agreement shall be effective on and from the day and year first above written. 'L 23. CONFLICTOFINTEREST The Consultant 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 Consultant shall report investments or interests in real property. 24. INSURANCE The Consultant shall obtain and maintain policies of general liability insurance, automobile liability insurance, and a combined policy of worker's compensation and employers liability insurance from an insurance company authorized to do business in the State of California which meets the requirements of City Council Resolution No. 90-96 in an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the City Attorney or the City Manager. 10 Rev. 11/8/90 0 0 This insurance shall be in force during the life of this agreement and shall not be canceled without thirty (30) days prior written notice to the City sent by certified mail. The City shall be named as an additional insured on these policies. The Consultant shall furnish certificates of insurance to the City before commencement of work. Executed by Consultant this day of Y 19-. CONSULTANT: CITY OF CARLSBAD, a municipal corporation of the State of California (Name of Consultant) By: City Manager or Mayor By: (sign here) ATTEST: (PRINT NAME HERE) METHA L. RAUTENKEZANZ City Clerk (TITLE AND ORGANIZATION OF SIGNATORY) 11 Rev. 11/8/90 e 0 (Proper notarial acknowledgment of execution by CONSULTANT must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: VINCENT F. BIONDO, JR. City Attorney By Deputy City Attorney 12 Rev. 11/8/90 e 0 EXHIBIT A TO AGREEMEN' HILTON FARNKOW 6, HOBSON Acivkiow SCWIW w Municipd Mmuvmcne 39350CIvIc Ccnrcr Drive, Suite IO0 hilmnt, CaIlfornh 945384331 Telaphonc: 411/713*3270 Fnx: 415l713.3294 May 29,1991 Mr. Warren Shafer City Manager city of Encinitae 521 Encinitas Boulevard, suite 100 Encinitas, CA 92024 Subject: Disposal Alternaffves Aualysb Dear Warren: As you requested, I have prepared an estimate of our fees to perform a finan- cial comparison of the cost of waste processing and disposal altornativos. The alternatives we anticipate comparing include: A transfer stationAandfU1 alternative; A material recoveryflandfi11 alternative; * A material recovery/transferflandfill alternative; and, A cornpostinghaterial recoveryftransferflandfill alternative. KEYASSUMPTXONS Our proposal is based on the assumption that relevant public documents will be made available to us, including landfill disposal costs. Further, we assume that wasb volume and characterization data io available for our use in this aaaalyde, l?Iumcrr9copE During the Project Initiation phase, we will systematically review existing data to determine whcthcr there are any significant deficiencies that might cause us to revise our approach. At the conclusion of this phase, we will finalize the project approach, outline the final report, and finalize a project schedule, During Phase n, we will prepare the financial model, colk?ct; and organize all necessary data, and idonti@ tho key variables that will affect the results of the financial comparison. Where available, we will utilize actual data related to your wash management system. Whore this data is not available (e.g., mate- rial recovery facility financial results of operations), we will rely on published data and our own reports from prior engagements. e e t HILTON FARNKOPF & HOBSON &y29,19!?1 Mr. Warren Shafer Page 2 Phase 111 wII~ consist of calculatiag a "Base Case'' projection of each of the alternatives, and performing up to six sensitivity analyses of the results by varying key assumptions, Finally, we will prepare a draft report and make one presentation to tho cities and the County for commont, Thoreafbr, we will intorporah he comments received, finalize the report, and make one final presonta~on. I have included a Fee Estimate Worksheet that presents tho hours we esti- mate will be required to pcr€orm the study, As you can see, we anticipate that; approximatoly 750 hours will be required. !3czElDw At this point, WB have not discussed a spedfic schedule for the conduct of this study, For our part, we would be pleased to commence Phase I upon two weeks notice. At the end of three weeks, upon the completion of the Phase I tasks, we will prepare a fim project schedule. mE Our estimated fee for pmf"sion81 services to conduct this gtudy is approximately $79,000, plus out-of-pocket expenses of $9,000 for II total not-b- exceed cost of $88,000. This is consistent with our fees for similar projects that have ran od from $70,000 to $125,000, Should the scope of our work bo revised, we woul f , of course, revise our fee correspondingly. I sincerely appreciate the opportunity to be of assistance to you with this important project. I have previously provided YQU a statement of qualifica- tions for our firm and resumbs for our eta€€. Should additional co ies of these with you and the other sponsoring agencies to discuss this project, Very truly youri, statements or of reports from similar enga oments be useful, I wi P 1 be glad to provide thorn immediately, Additionally, i f appropriate, 1 will bo glad to most *4* Robert D, Eilton, CMC Managing Partner Enclosure - 0 a c- . DiSpdAl-tiYW Feepayment scheduze Milestane Eedhid Submission of: 1. Project Ran Including: $8,880 Detailed Workplan Project Schedule e Report Outline 2, Submission of Rnancial Model 3. Submission of "Base Case" of All Alternatives $8,800 $35,200 4, Submission of Sensitivity Analysis 8,800 17,606 AA2Q Total $88,000 5. Submission of Draft Report 6, Submission of Final Report