HomeMy WebLinkAbout1994-07-19; City Council; Resolution 94-212,I
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0 0 EXHIBIT 1
RESOLUTION NO. 9 4 - 2 12
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING EXECUTION OF A CONSULTANT SERVICES AGREEMENT WITH HILTON FARNKOPF & HOBSON
WHEREAS, Coast Waste Management provides solid waste collection servii
the City of Carlsbad; and
WHEREAS, Coast Waste Management and the City of Carlsbad agree cons
services are necessary to review and update the existing solid waste services contract and
and
WHEREAS, the firm of Hilton Farnkopf & Hobson has been selected to pc
said consultant services;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Cal
as follows:
1. The above recitations are true and correct.
2. The Agreement for Consultant Services and the Engagement
between the City of Carlsbad and Hilton Farnkopf & Hobson attachc
hereby approved.
3. The City Manager is hereby authorized to execute said Agreemc
behalf of the City.
PASSED, APPROVED AND ADOPTED by the Crty Council of the City of Ca
at its regular meeting held on the 19th day of JULY , 1994, by the followins
to wit:
AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Fin
NOES: None
ABSENT: None
ATTEST:
- .ALEl"rlA Li!Lz%LPP* L. RAUTENKRANZ, City Clerk
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4.
AGREEMENT
August THIS AGREEMENT, made and entered into as of the 2nd day of BC@'@ 199L
by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referrec
to as "City", and Hilton Farnkopf & Hobson, hereinafter referred to as "Consultant".
RECITALS
City requires the services of a qualified consultant to provide a review and updat
of the existing solid waste services contract and rates; and Consultant possesses th
necessary skills and qualifications to provide the services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual covenant
contained herein, City and Consultant agree as follows:
1. CONSULTANT'S OBLIGATIONS
The Consultant shall provide the services required to complete the project i
accordance with the attached Engagement Letter submitted by the Consultant and date
June 28, 1994. The term of the Agreement is from August 1, 1994 to December 3'
1994.
2. CITY OBLIGATIONS
The City shall provide appropriate direction and serve as liaison to the Consultan
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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 one hundred eighty (180)
days of that date. Extensions of time may be granted if requested by the Consultant and
agreed to in writing by the Community Services Director. The community Services
Director 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 $34,000.00. No other compensation for services will be allowed
except those items covered by supplemental agreements per Paragraph 8, "Changes in
Work."
5. DURATION OF CONTRACT
This agreement shall extend for a period of six months from date thereof.
The contract may be extended for additional one (1) month periods, based upon
satisfactory performance and the City's needs.
6. PAYMENT OF FEES
Payment of fees shall be made within thirty (30) days after approval of final
documents by the Community Services Director. Two (2) copies of the invoice for
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*. payment shall be submitted to the Community Services Department, 405 Oak Avenue
Carlsbad, California 92008.
7. FINAL SUBMISSIONS
Within fifteen (1 5) days of completion and approval of the services, the Consultar
shall deliver to the Community Services Director all final documents, which shall b
appropriately signed.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Consultant or the CiQ
and informal consultations with the other party indicate that a change in the condition
of the contract is warranted, the Consultant or the City may request a change in contrac
Such changes shall be processed by the City in the following manner: A letter outlinin!
the required changes shall be forwarded to the City by Consultant to inform them of th
proposed changes along with a statement of estimated changes in charges or timl
schedule. A supplemental agreement shall be prepared by the City and approved b,
the City according to the procedures described in Carlsbad Municipal Code Sectiol
3.28.172. Such supplemental agreement shall not render ineffective or invalidatc
unaffected portions of the agreement.
9. COVENANTS AGAINST CONTINGENT FEES
The Consultant warrants that their firm has not employed or retained 'any cornpan:
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or person, other a bona fide employee working for the Consultant, to solicit or secure th
agreement, and that Consultant has not paid or agreed to pay any company or persor
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gii
or any other consideration contingent upon, or resulting from, the award or making (
this agreement. For breach or violation of this warranty, the City shall have the right t
annul this agreement without liability, or, in its discretion, to deduct from the agreemel
price or consideration, or otherwise recover, the full amount of such fee, commissior
percentage, brokerage fees, gift, or contingent fee.
10. NONDISCRIMINATION CLAUSE
The Consultant shall comply with the state and federal laws regardin
nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Consultant’s failure to prosecute, deliver, or perform the work a
provided for in this contract, the City may terminate this contract for nonperformance k
notifying the Consultant by certified mail of the termination of the Consultant. Th
Consultant, thereupon, has five (5) working days to deliver said documents owned b
the City and all work in progress to,the Community Services Director. The Communi1
Services Director shall make a determination of fact based upon the documents delivere
to City of the percentage of work which the Consultant has performed which is usabl
and of worth to the City in having the contract completed. Based upon that finding a
reported to the City Manager, the Manager shall determine the final payment of th
contract.
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12. DISPUTES
If a dispute should arise regarding the performance of work under this agreemen
the following procedure shall be used to resolve any question of fact or interpretation nc
otherwise settled by agreement between parties. Such questions, if they becom
identified as a part of a dispute among persons operating under the provisions of thi
contract, shall be reduced to writing by the principal of the Consultant or the Cit
Community Services Director. A copy of such documented dispute shall be forwarda
to both parties involved along with recommended methods of resolution which would bc
of benefit to both parties. The City Community Services Director, or principal receivin!
the letter, shall reply to the letter along with a recommended method of resolution withir
ten (IO) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, i
letter outlining the dispute shall be forwarded to the City Council for its resolution througl
the Office of the City Manager. The City Council may then opt to consider the directec
solution to the problem. In such cases, the action of the City Council shall be bindinl
upon the parties involved, although nothing in this procedure shall prohibit the partie:
seeking remedies available to them at law.
13. SUSPENSION OR TERMINATION OF SERVICES
This agreement may be terminated by either party upon tendering thirty (30) day:
written notice to the other party. In the event of such suspension or termination, upor
request of the City, the Consultant shall assemble the work product and put same ir
order for proper filing and closing and deliver said product to City. In the event o
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
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City shall make the final determinati0.n as to the portions of tasks completed and thc
compensation to be made.
14. STATUS OF THE CONSULTANT
The Consultant shall perform the services provided for herein in Consultant’s owr
way as an independent contractor and in pursuit of Consultant’s independent calling, anc
not as an employee of the City. Consultant shall be under control of the City only as tc
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 whict-
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 tc
indemnify the City for any tax, retirement contribution, social security, overtime payment
or workers’ compensation payment which the City may be required to make on behal.
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.
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15. CONFORMITY TO LEGAL REQUIREMENTS
The Consultant shall cause all drawings and specifications to conform to a
applicable requirements of law: federal, state and local. Consultant shall provide a
necessary supporting documents, to be filed with any agencies whose approval i:
necessary.
The City will provide copies of the approved plans to any other agencies.
16. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, and specifications as herein require<
are the property of the City, whether the work for which they are made be executed o
not. In' the event this contract is terminated, all documents, plans, specifications
drawings, reports, and studies shall be delivered forthwith to the City. Consultant shal
have the right to make one (1) copy of the plans for his/her records.
17. REPRODUCTION RIGHTS
The Consultant agrees that all copyrights which arise from creation of thc
work pursuant to this contract shall be vested in City and hereby agrees to relinquish al
claims to such copyrights in favor of City.
18. 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 01
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negligent acts, errors or omissions of Consultant or Consultant’s agents, employees, c
representatives. Consultant agrees to defend, indemnify, and save free and harmless th
City and its officers and employees against any of the foregoing claims, liabilitie:
penalties or fines, including liabilities or claims by reason of alleged defects in any plan
and specifications, and any cost, expense or attorney’s fees which are incurred by thl
City on account of any of the foregoing.
19. ASSIGNMENT OF CONTRACT
The Consultant shall not assign this contract or any part thereof or any monies dul
thereunder without the prior written consent of the City.
20. SUBCONTRACTING
If the Consultant shall subcontract any of the work to be performed under thi!
contract by the Consultant, Consultant shall be fully responsible to the City for the act:
and omissions of Consultant’s subcontractor and of the persons either directly o
indirectly employed by the subcontractor, as Consultant is for the acts and omissions o
persons directly employed by consultant. Nothing contained in this contract shall creatt
any contractual relationship between any subcontractor of Consultant and the City. Tht
Consultant shall bind every subcontractor and every subcontractor of a subcontractor b)
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.
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21. PROHIBITED INTEREST
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.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the
City, either 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 additiona
payment whatsoever under the terms of this contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms,
conditions, and provisions hereof shall insure to and shall bind each of the partie:
hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
24. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written above.
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25. CONFLICT OF INTEREST
The Consultant shall file a conflict of interest statement with the City Clerk in
accordance with the requirements of the City's Conflict of Interest Code. The disclosure
category shall be categories 2, 3, and 4.
26. 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. 91-
403 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. 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.
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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 June, 1994.
CONSULTANT: CITY OF CARLSBAD, a municipal
,", c' . corporation of the State of California LIA i'l ?;i , hk[,,j-;/ / f-/r,L% i
(name of Consultaht)
By: q
By: '.-- /L', ,./(,,,/ , , , /, (:I</.- T \ f? ' i !1 , City Frank Manager Mannen, w"aya Acting City Mana!
//<ti .I I ;kLi ir ' ;/, rc: '7 , -1, /r 1, LLeaL k 7 .&by
, -.
I sign here
ATTEST:
/I ; d,< YJ .h /-L/ /r. i.2
(print name here)
(title ahd hrganization of signatory) ALETHA L. RAUTENKRANZ
City Clerk
(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:
RONALD R. BALL
City Attorney
dG2. k
s/l/cr. Bepu+y City Attorney
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June 28,1994
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Mr. Frank Mannen
Assistant City Manager
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Mr. Jim Hagaman
Special Projects Manager
City of Carlsbad
2075 Las Palmas Drive
Carlsbad, CA 92009
Solid Waste Consulting Support
Engagemen-t Letter
Dear Gentlemen:
In accordance with your request at our meeting on May 2,1994 and based on
subsequent discussions, I have prepared this engagement letter that describes the term:
and conditions under which Hilton Farnkopf 8~ Hobson will provide solid waste
consulting support to the.City of Carlsbad.
Scope of Servim
HF&H will perform the tasks described in Attachment 1 Project Scope and as more
fully discussed at OUT May 2,1994, meeting.
If, during the course of our performance of these tasks, we identdy the need for
additional services beyond those described in Attachment 1, we will notify you
immediately before proceeding. -
The term of this agreement is from August 1,1994, to December 31,1994, unless
extended in writing by both parties.
We anticipate that the project will require sixty (60) days to perform, however, the
schedule is dependent in part on the ability of Coast Waste Management (CWM) to
perform certain tasks. Once we have confirmed the schedule with CWM, we will
submit a final schedule by task to you.
recycled CJ papet CI
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EE<% ' _"- 1 lll,'I'ON l~'Al~Nl<ol~l~~&! I IOllSON
~ ~. ." . . "" .".""... ."."_."_ ~ ""_ ~. -
Messrs. Mannen and Hagaman
June 28,1994
Page 2
Staffing m n ' ement
I will be the partner in charge of the engagement. I will be assisted by Mr. David Dav
and Ms. Cynthia Battenberg. The tasks each of us will perform and our qualifications
for their performance are described in our proposal dated April 22,1994.
Fee for Services and Billinp Terms
Our not-to-exceed fee, including out-of-pocket expenses, for the performance of the
tasks described in Attachment 1 is $34,000 (refer to Attachment 2). If the City requires
additional services, we will agree upon a fee for such services, based on our then
current rates, before proceeding.
We will bill you bi-weekly based on the hours spent and out-of-pocket expenses
incurred on this project. Payment is due thirty (30) days after receipt of invoice and a
1% late fee will be assessed on any balances outstanding more than thirty (30) days.
If the terms and conditions described above meet with your approval, please have an
authorized representative of the City sign below. If you have any questions, please ca
me at 510/713-3270.
Very truly yours, &
Robert D. Hilton, CMC
Managing Partner
Enclosure -
Attachments 1 and 2
The above terms and conditions are accepted by
. (Name)
, on behalf of the City, this , day of June 1994. (Title)
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City of Carlsbad e c
Solid Waste
Consulting Support
Attach1
CITY OF CARLSBAD
SCOPE OF SERVICE
~~ ~~~~ ~
This Project Initiation Phase is composed of two tasks:
Task 1.1: Prepare for and Facilitate Kick-Off Meeting
The objective of this task is to summarize the objectives, approach and timing of the study a
to effectively communicate with the City our understanding of the engagement and to amer
that understanding, as appropriate.
We will review all background documents including the contract between the City and CW
past rate reviews, relevant City ordinances, current plans and studies, and recent correspon
dence. We will prepare for the Project Kick-Off Workshop by assembling discussion materi
and developing an agenda.
We will facilitate the Kick-Off Meeting during which we will confirm our understanding of
City's goals and objectives and reach agreement of the parties (HF&H, City and CWM)
regarding project logistics.
Task 1.2: Document Kick-Off Meeting Results
The objective of this task is to document the results of the Kick-Off Meeting so that the
understandings reached during the meeting are effectively communicated and available for
reference during the remainder of the engagement.
We will document the direction received at the Project Kick-off Workshop including finalizi
project logistics. Of particular importance will be the documentation of the City's goals and
objectives which will directly contribute to ow performance of the project. We will submit i
documentation to the City and CWM for their review and confirmation.
Hilton Farnkopf & Hobson 1
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City of Csrlsbad 0 0
Solid Waste
Consulting Support
The Review and Update of the Contract Phase is composed of two tasks:
Task 2.1(1): Review and-Evaluate Current Contract
The objective of this task is to update the contract between the City and CWM to remove
outdated and superfluous language and ensure the contract reflects both the current requirements for such agreements and the current and antiapated arrangements between tl City and CWM.
As part of this task, we will review the contract between the City and CWM using our Cont Quality Matrix which we developed specifically for this purpose and has been successfully
with numerous jurisdictions. Both outdated portions of the contract and recommendations
improving the contract will be identified and documented. We have assumed that these recommendations will be implemented by the City Attorney; however, we will be available time and materials basis to assist the City in this activity.
Task 2.2 (VIII): Analyze and Develop Terms for Multi-Year Contract
The objective of this task is to evaluate the benefits and risks of establishing a multi-year
contract and draft the related contract terms, if a multi-year contract is deemed appropriate
The advantages, disadvantages and impacts of a multi-year contract will be explored with (
staff. We will identify and document how certain contract provisions could be amended ov
time (e.g., rate adjustments).
We have assumed that the actual contract modifications would be made by the City Attorn
however, we will be available on a time and materials basis to assist the City.
The'Analyses of Cost of Services Phase is composed of three tasks:
Task 3.1(1V): Analyze Multi-Family Solid Waste Costs and Rates
The objective of this task is to determine if a new category of rates for multi-family dwellin:
should be established.
We will collect from CWM operations and cost information to isolate the costs of providing multi-family collection from the costs of providing commercial collection. The revenues received from multi-family accounts will then be compared to the actual cost of providing i service. Rates for multi-family collection will then be established and compared to current
The costs of administering a separate rate structure will then be determined and we will m recommendations as to whether the City should implement a separate rate structure and w
Hilton Farnkopf & Hobson I
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City of Carlsbad
Solid Waste
Consulting Support
~~ ~ ~~~~ ~
the rates should be.
Task 3.2 (V): Classify Residential Solid Waste Service Costs
The objective of this task is to estimate the costs for each of the residential solid waste collect services.
We will collect from CWM operations and cost information related to residential solid waste
services to determine the cost of providing each service (solid waste collection, recycling, yal
waste collection, bulky waste pick up, etc.).
Task 3.3 (V.a.1: Evaluate Yard Waste Program Costs
The objective of evaluating the costs of the yard waste program is to identify areas in which efficiency of the yard waste collection program can be improved.
We will compare the costs of the City's program to those of similar programs contained in 01 files. We will identify opportunities, if any, for improving the cost-effectiveness of the yard
waste collection operations.
The Rate Analyses Phase consists of two tasks:
Task 4.1 (VII): Review Non-Collectible Accounts
The objective of this task is to modify the Refuse Rate Index System to cover losses due to nc collectible accounts, if appropriate.
We will gather information from CWM regarding non-collectible accounts and determine th
annual percentage of bad debt. CWM's annual percentage of bad debt will then be compare
other haulers' annual percentage of bad debt to detennine the reasonableness of CWM's fig We will recommend a method to incorporate bad debt into the rate Calculation, if directed tc
so by the City.
Task 4.2 (11): Review Operating Ratio and Rate Structure
The objective of this task is to recommend an operating ratio and rate structure for FY 19944
which meets the City's goals and objectives.
We will provide the City and CWM with industry data and information on the method of
calculation of the operating ratio and amount of profit other jurisdictions that regulate rates
allow their haulers.
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Hilton Farnkopf & Hobson I I
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City of Carlsbad
Solid Waste
Consulting Support
Based on customer data supplied by CWM, we will design a uniform or increasing rate structure, based on direction from the City regarding its objectives, designed to meet CWM's
revenue requirement.
Based on this input, we will develop a rate structure to meet the City's goals.
The Communication Phase is composed of three tasks:
Task 5.1: Prepare Draft Report
The objective of this task is to document our findings from the analyses performed in the preceding phases in order that these may be commented upon by City and CWM managemc
We will prepare a draft report of our findings and distribute it to City and CWM manageme:
for review. We will meet once with City and CWM representatives to discuss their commen
The results from the review of the draft report by the City and CWM will be considered whe
preparing the final report in Task 5.2.
Task 5.2: Prepare Final Report
The objective of this task is to prepare a final reporting reflecting City and CWM managemel
comments on the draft report.
We will accept and review any written comments and additional docurnentation submitted i by City or CWM management. Based on our review, we will amend our draft report, as necessary, and issue a final report to the City and CWM. This final report will serve as the b
for our presentation materials and presentation to the Council during Task 5.3.
Task 5.3: Present Report
'ihe objective of this task is to present OLE report to the Council and respond to questions.
We will meet once with the Council to present our report and respond to any questions.
Hilton Farnkopf & Hobson I
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City of Carlsbad e e
Solid Waste
8. Consulting Support
- ~~ ~ ~ ~ ~ ~~~ ~ ~ ~~~
The objective of this activity is to perform internal quality reviews, prepare correspondence
compile our workpapers, and perform other administrative functions.
LIMITATIONS
As with any project approach, certain limitations exist. Rather than wait until the project is underway, we believe it is most appropriate to identify them during the proposal stage of t project.
Our analysis of current and historical results of operations relies upon representations of C We will inform you of any issues that come to our attention during our review of the ComF financial transactions; however, we have not proposed to conduct our own detailed testing
the Company's financial transactions.
The financial results of the Company's future operations depend upon certain assumptiom regarding future events and management's response to those events. Because there are us1 differences between the anticipated and actual events and responses, actual results typicall differ from the projected results and these differences can be material. Also, we are not responsible for the management of the Company and such management may change its pl,
Therefore, we can neither accept responsibility for the realization of the projected results n
we accept responsibility to update the projections subsequent to the date of their preparati Finally, the projections are intended for use by the City of Carlsbad (which is in a position understand the purpose of their preparation and the limitations of their use) only and thei
by any other person or for any other purpose is not intended.
Unless otherwise indicated, all meetings described in our approach are limited to one mee four consecutive hours to be arranged for a mutually agreeable time. Flather, we will soli
input from the Company at key points during the project; however, one a task is complet will not perform any detailed testing of subsequent documents or new information submi the Company regarding the subject performed during the task. Finally, we will prepare o
draft report which we will amend (if, in our sole discretion, we believe such amendment i appropriate) once to reflect comments from City and CWM management.
Finally, as noted in Phase I of the Scope of Service, we will identrfy areas for improvemen
modifications to the current agreement. While we have not proposed to draft specific lan
for the current agreement (we have assumed the City Attorney will do so) we will be avaj to draft amendments to the current agreement on a time-and-material basis.
Hilton Farnkopf & Hobson I
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