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HomeMy WebLinkAboutSloan Vazquez McAfee (2)AGREEMENT THIS AGREEMENT Is made and entered into on the 25th day of November, 2020 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Sloan Vazquez McAfee (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Assist the Town in negotiation services with GreenWaste Recovery, Inc. including strategy discussions, identifying goals, and participating in meetings during negotiations. Specifically, task 4 (Phase 2) of the attached proposal. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated July 17, 2020 3. TERMS. The services and/or materials furnished under this Agreement shall commence November 25 , 2020 and shall be completed by November 25, 2021, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed twenty five thousand dollars and zero cents ($25,000.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Shortform Updated 4/23/10 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short form Updated 4/23/10 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. TERMINATION. This Agreement may be terminated by TOWN upon seven (i) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Short form Updated 4/23/10 h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Carl Cahill, City Manager Town of Los Altos Hills By: 26379 Fremont Road Signature nate Los Altos Hills, CA 94022 R -i Print name, Title TOWN OF LOS ALTOS HILLS: Sy:IS C&iL Z L070 -/ Carl Cahill, City Manager ate Town of Los Altos Hills Page 4 of 4 Short form Updated 4/23/10 .. \� �� � • . :©:> «.» + 2 °°^ . . ».�..: .., :. . . . .. . . . . >. . MA J ZQUEZMCAF'-i--- July 17, 2020 Carl Cahill, City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Re: Proposal to Provide Professional Consulting Services Mr. Cahill: Thank you for the opportunity to submit our proposal to the Town of Los Altos Hills (Town). Sloan Vazquez McAfee (SVM) has prepared this proposal hopes to extend our strategic expertise to a review of the rates, and more specifically, the revenue requirement, established under the franchise agreement between the Town and Careen Waste Recovery (GWR) for the collection and processing of mixed yard trimmings, recyclable materials and yard trimmings. As discussed, because of the different approach in rate structures, a comparison of the rates and services as provided under the franchise agreements for Portola Valley/Woodside to those of Los Altos Hills will require the development of a total revenue requirement for the Los Altos Hills agreement. While the individual rates may vary, in the end, the rates should generate sufficient revenue to cover the total revenue requirement to cover GWR's costs and profit margin. With this information, Los Altos Hills can determine if the overall rates are "fair" and if there is room for renegotiation and or rebalancing of some rates. We hope to have -the privilege of assisting the Town of Los Altos Hills in the completion of this important project. We appreciate your consideration. Cordially, Enrique Vazquez Sloan Vazquez McAfee 3002 pow Avenue • Suite .116 • Tustin, CA 92780 Officer 866.241.4533 • info@sloanvazquez.com 1 .0 INTRODUCTION Sloan Vazquez McAfee (SVM) is pleased to present our proposal to the Town of Los Altos Hills to provide consulting services to provide analysis and comparison of the Town's rates for the collection and processing of mixed yard trimmings, recyclable materials and yard trimmings. This proposal details our understanding of the project requirements and our proposed pricing for those services. SVM Is a consulting firm focusing exclusively on municipal solid waste planning and management services, specializing in municipal solid waste procurement services, proposal and feasibility study preparation, waste composition and characterization studies, municipal contract analysis, residential and commercial collection operations, and management of MRF project development. The firm was founded by Joe Sloan in 2000 and was joined by Enrique Vazquez in 2005 and Charissa McAfee in 2013. Together, the firm's principals have over 70 years of wide-ranging expertise and experience in municipal waste management and recycling. With offices in Tustin, California, SVM maintains a specialized, streamlined organization that provides solid waste and recycling advisory services to both public and private sector solid waste and recycling enterprises. Our firm offers economic, regulatory and evaluation proficiency we have fine-tuned through our academic and professional experience, as well as keen industry insight developed through many years of direct, bottom-line management of municipal solid waste and recycling contracts, including day-to-day responsibility for delivery of services, ongoing development and. implementation of new services, rate negotiation for existing and/or new programs, development and preparation of operational data and service metrics. 21P<�y 1.0 SCOPE OF SERVICES SVM proposes to perform the following services toward the completion of the project: PHASE , 1. FINANCIAL PROFORI A DEVELOPlAENT — REVENUE Rd QUIRE A TENT PROJE :TION & ANALYSIS: • Review the 2019 Franchise Agreement. • Review GWR's documentation for revenue and expenses associated with the provision of services under the current agreement. SVM will prepare a request for information for GWR to provide the following information for all services provided to the Town of Los Altos Hills under the franchise agreement. o Service units, service charge codes, and subscription levels for all services provided. o Number of routes, vehicles, and drivers to operate the collection services. o Historical tonnage collected by waste stream, facilities used for processing and disposal, and cost per ton for processing and disposal. o The number of vehicles, model, model year, body type, cubic yard capacity, and purchase price. o Support staff for vehicle and container maintenance, customer service, and other direct services provided. o Wages, salaries, and fringe benefit costs for all personnel with direct and partial work assignments connected with the services to Los Altos Hills. o Allocated costs for indirect costs, overhead and corporate costs, including methodology for calculating such costs. • Prepare a financial proforma reflective of GWR's revenue requirement to provide the services under the current franchise agreement. The financial proforma will establish l'year revenue requirement but will include an evaluation of the anticipated revenue generation following the completion of the smoothing process. The financial proforma consists of a summary of anticipated revenues and operating costs broken down to the following categories: direct wages and benefits, equipment operating expenses (maintenance and repair, fuel, etc.), equipment depreciation, and processing and disposal expenses. Based on the extent of financial disclosure by GWR, the financial proforma will include indirect expense, overhead expenses, and any type of corporate charge. If sufficient informatipp is not disclosed by GWR, SVM will estimate these costs based on our professional knowldgq of similar operations. SVM will submit the financial proforma in a PDF format and will present the report in one meeting or conference call to explain the rationale, answer questions, and modify as necessary. _31F -age 2. PROGRAM AND SERVICE COMPARISON • Prepare a comparison of the programs and services included in the los Altos Hills franchise agreement to those required under the Portola Valley/Woodside contracts. In cases where a comparison is meaningful, service charges and fees for similar programs and services will be compared, within the limitations due to the dissimilarities in rate structures. Y. RATE STRUCTURE REVIEW AND ANLYS ': A. PREPARATION OF ALTERNATIVE RATE STRUCTURE Prepare an analysis and identify potential impacts of adjusting and/or replacing the rate "smoothing" approach. • This will include an alternative rate structure scenario that generates the revenue requirement over a shorter period than under the current rate structure. _3. IDENTIFICATION OF POTENTIAL SERVICE MODIFICATIONS • Prepare an analysis of potential options for service modifications and/or enhancements to increase value for residents. This includes identifying changes in services or programs that are likely to be accepted by GWR. PHASE 2 4. NEGOTIATION ASSISTANCE SVM will provide negotiation assistance with GWR. The work completed in Phase 1 will serve to better inform the negotiation effort. Under the circumstances, it is challenging to determine how much time and effort will be required to arrive at a mutual agreement; however, at a minimum, the process will need to include the following steps. • Participate in strategy discussions and negotiation preparation with Town staff. • Create a negotiation strategy and approach by identifying goals, and trade-offs. Review with Town Staff and modify and finalize based on staff input. • Engage in negotiations with GWR as directed by Town staff. .0 PROPOSED TERMS 'ROJECT S`i'As F Project staff assigned to this project will include SVM principals Enrique Vazquez and Charissa McAfee and supported by Senior Associate, Larry McQuaide. 41 Page SVM anticipates the following timeframe for completion of the Task 1-3: • Task 1 can be completed within 4-6 weeks of receiving the requested data from GreenWaste. • Task 2 can be completed within 4 weeks of the commencement of the project. • Task 3 can be completed within 2 weeks of completing Task 1. The data request would be sent to GreenWaste immediately upon commencement of the project, and a one-week turnaround time for submission of the data would be requested. If the data is incomplete, additional requests would be made. The projected timeframe is contingent upon the cooperation of GWR and the thoroughness and timeliness of their data submission PROJECTED HOURS SVM projects that a total of eighty-four (84) hours will be required to complete Phase 1 of the project. Phase 2 would be billed on an hourly basis, as directed by the Town Manager. Phase 1: 1 Financial Proforma 51 P a g C Enrique 40 $265 $10,600 Proforma Development and Revenue Vazquez Requirement Projection and Analysis Larry McQuaide 8 $225 $1,800 7-7 Task:1 Subtotal 48 $12,4.00 2 Program & Service comparison Charissa 8 $265 $2,120 (with Portola Valley/Woodside) McAfee Task 2 Subtotal 8 $2,120 3 Rate Structure Review & Analysis Preparation of Alternative Rate Structure Enrique11 16 $26S $4,240 Vazquez Rate Structure and/or Service Charissa 12 $265 $3,180 Modification Development i McAfee Task 3 Subtotal 28 $7,420 ; Total Estimated `Phase 1 Hours and Fees 84 $21,840 , 51 P a g C Phase 2: 4 , Negotiation Assistance Participate in one strategy discussion and 6 16 $265 negotiation preparation with Town staff. $4,240 Create a negotiation strategy and approach by $225 32 $26S identifying goals, and trade-offs. $8,480 Subtotal . 48 - $� 720 Engage in negotiations discussions with GWR as 32* $265 $$,480 directed by Town staff. Subtotal 32* _ _.. - . $8,480 Total Estimated Hours , 8D $21,200 "Note: Hours required for negotiation are unpredictable, Thirty-two hours used here for budgeting purposes. Any effort applied toward negotiation will be only upon approval of the City Manager, PROPOSAL FEES AND PAYMENT TERMS SVM will perform the proposed services in Phase 1 on a time and material basis at a fee not to exceed $21,940 (Twenty -One thousand Nine hundred and Forty dollars). Invoices will be submitted monthly for the actual number of hours worked and will be due on a net 30 -day basis. The total billing will not exceed eighty-four (84) hours without prior authorization by the City Manager. SVM will perform the proposed services in Phase 2 on a time and material basis in accordance with the 2020 Rate Sheet and approved expenses. At minimum, SVM expects that forty-eight (48) hours will be required to successfully to develop a negotiation strategy and goals. For direct negotiations, SVM estimates an additional thirty-two (32) hours. However, SVM will engage in direct negotiations with GWR only upon prior authorization by the City Manager, S11M.7-020 DATE SHEET AND EXPENSE € EIM URSEMtcNT RATES ! 6 Principal $265 Senior Associate $225 Associate $17 - Admin $65 Travel (airfare, hotel, ground transportation, parking, per diem) Actual Documented Cost 6Page