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19-175 HF&H Consultants, LLC, Tonnage Rates, and Process Audits, Policy Guidance, Hauler RFP Preparation CITY OF I i MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT i WITH HF&H Consultants, LLC CUPERTINO 1. PARTIES f This Master Agreement is made and entered into as of October 15,2019 ("Effective Date"), by and between the City of Cupertino,a municipal corporation("City"), and HF&H Consultants,LLC ("Contractor"),a Limited Liability Company for Tonnage,Rates, and Process Audits,Policy Guidance, Hauler RFP Preparation 2. SERVICES j 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis.The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. 2.2 Service Orders.Before issuing a Service Order,the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation,which the Parties will discuss. Thereafter,City will execute a Service Order Form for the Services,attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance,Compensation and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City's best interests. Contractor will not be compensated for Services performed without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on 1/31/2022 ("Contract Time"),unless terminated earlier as provided herein. 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order,and under no circumstances should the Services go beyond the Contract Time, 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time,resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $ 250,000 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. j Project Tonnage,Rates,and Process Audits,Policy Guidance,Hauler RFP Preparation Master ProfessionaUSpecialized Services Agreement/Rev.May 22,2018 ! Page 1 of 8 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order. 4.2 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval.Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits,worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed,registered,and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools,Materials and Equipment. Contractor will supply all tools,materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City,which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. /// Project Tonnage,Rates,mid Process Audits,Police Guidance,Haider RFP Preparation Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 2 of 8 I I i 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest(including copyright interests)of Contractor in any product, 4 memoranda,study, report,map,plan,drawing,specification, data,record, document or other information or work, in any medium (collectively,"Work Product"),prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered"works for hire"and all copyrights to the Work Product will be the property of City.Alternatively, Contractor assigns to City all Work Product copyrights.Contractor may use copies of the Work Product for promotion only with City's written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized 1 use of any third party intellectual property, including but not limited to patented,trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product.Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-Contractors,prepared or created under this ) Agreement, to execute or implement any of the following: J i (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work 1 Product,on recycled paper and copied on both sides,;except for one single-sided original. 8. RECORDS 9 Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles.The records must include detailed information of Contractor's performance,benchmarks and deliverables,which must be available to City for review and audit.The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT 1 Contractor shall not assign, sublease,hypothecate,or transfer this Agreement, or any interest therein, directly or indirectly,by operation of law or otherwise,without prior written consent of City.Any attempt to do so will be null and void. Any changes related to the financial control or business nature I of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City { approval. Control means fifty percent(50%)or more of the voting power of the business entity. I Project Tonnage,Rates,and Process Audits,Policy Guidance,Hauler RFP Preparation Master Professional/Specialized Services Agreement/Rev.May 22,2018 a Page 3 of 8 , 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter,will reference the City's contributions in making the project possible. The words"City of Cupertino"will be displayed in all pieces of publicity, including flyers, press releases,posters,brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract,without prior written approval from the City. i 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law,and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council,boards and commissions,officers, officials,employees,agents, servants,volunteers and Contractors ("Indemnitees"),through legal counsel acceptable to City,from and against any and all liability,damages, claims,actions, causes of action, demands,charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract,obligations,representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright,trade secret,trademark,or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision.Contractor must accept a tender of defense upon receiving notice from City of a third-party claim,in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price,workers' compensation payments, or the insurance or bond amounts required in the Agreement.Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement,a purchase order or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements,attached and incorporated here as Exhibit C,and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type,amount,class of operations covered, and the effective and Project Tonnage,Rates,and Process Audits,Policy Guidance,Hauler RFP Preparation Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 4 of 8 I expiration dates of coverage.Failure to comply with this provision may result in City,at its sole discretion and without notice,purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws.Contractor shall comply with all local,state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services,as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race,religious creed, color,ancestry,national origin, ethnicity, handicap,disability,marital status,pregnancy,age, sex, gender,sexual orientation,gender identity,Acquired-Immune Deficiency Syndrome(AIDS)or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135,and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant,an employee, a City employee,or any other person,by Contractor or Contractor's employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest.Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest.Contractor warrants that no public official, employee,or member of a City board or commission who might have been involved in the making of this Agreement,has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity,as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments,requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager.The City assigns Alex Wykoff as the City's representative for all purposes under this Agreement,with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time,and without prior notice to Contractor. Project Tonnage,Rates,and Process Audits,Policy Guidance,Hauler RFP Preparation Master ProfessionaVSpecialized Services Agreement/Rev.May 22,2018 Page 5 of 8 Contractor Project Manager. Subject to City approval, Contractor assigns Marva Sheehan as its single Representative for all purposes under this Agreement,with authority to oversee the progress and performance of the Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance. Contractor must regularly update the City's project manager about the status,progress and any delays with the work. City's written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment,and will be given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent(10%)of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement,the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. HI Project Tonnage,Rates,and Process Audits,Policy Guidance,Hauler RFP Preparation Master Pro fessional/Specialized Services Agreement/Rev.May 22,2018 Page 6 of 8 \ l { 21. ENTIRE AGREEMENT This Agreement represents the frill and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s)and understanding(s),either oral or written,between the Parties.Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative.No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto,the text of the main Agreement shall prevail. i 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein.Either party may request an amendment to cure mistaken insertions or omissions of required provisions.The Parties will collaborate to implement this Section,as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable,such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is,terminated, including the Indemnification, Ownership of Materials/Work Product,Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices,requests and approvals must be sent in writing to the persons below,which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service,on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: To Citv of Cupertino To Contractor: HF&H Consultants,Inc. 10300 Torre Ave.,Cupertino CA 95014 201 N.Civic Drive,Suite 230 Walnut Creek,CA 94596 j Attention:Alex Wykoff Attention: Marva Sheehan I Email: AlexW@Cupertino.org Email: msheehanr@rhth-consultants.com Project Tonnage,Rates,and Process Audits,Policy Guidance,Hauler RFP Preparation Master Professional/Specialized Services Agreement/Rev.May 22,2018 Page 7 of 8 1 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23,as amended from time to time, (b)is signed by the City Manager or an authorized designee,and(c)is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right,power,and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Contractor.This Agreement may be executed in counterparts,each one of which is deemed an original and all of which,taken together,constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO HF&H Consultants,LLC A Municipal Co ation B By Name Rob Hilton Name Roger Lee Title President Title Director of Public,Works Date October 17,2019 Date /® Tax LD. No.: 94-3097242 APPROVED AS TO FORD HEATHER M.MINNER Cupertino City Attorney ATTEST: at GRACE SCHMID City Clerk Project Tannage,Rates.and Process Audits,Police Guidance,Hauler RFP Preparation Master Professional/Specia&ed Services Agreement)Rev.May 22,2018 Page 8 of 8 t i EXHIBIT A—Scope of Work Contractor shall perform the following in the performance of this agreement: i 1. Analysis of existing and future solid waste, recycling, and organics hauling, j processing, and disposal service needs; 2. Analysis of commodity and their effects on recyclable and organics material i processing,revenue potential, and costs; a 3. Analysis of legislative changes and their effects on franchise, including diversion goals,reporting obligations,processing,and costs; 4. Analysis and audits of material disposal and recycling tonnage reports; 5. Preparation of a maximum rate study; 6. Preparation of a request for proposal(RFP)for solid waste,recycling,and organics hauling,processing, and disposal services; 7. Analysis of the existing franchise agreement maximum rates concerning special rate adjustments. L • • . City of Cupertsino Statement of Qualifications for Stormwater Permit Compliance and Zero Waste Consulting Services ,H H ti O.:�-..fit^-_ .. y - Fc July 10, 2019 Exhibit A Page A-2 Exhibit A _ Managing Tomorrow's Resources Today 201 N.Civic Drive,Suite 230 Robert D.Hilton,Emeritus Walnut Creek,California 94596 John W.Farnkopf,PE Telephone:925/977-6950 Laith B.Ezzet,CIVIC www.hfh-consultants.com Richard 1.Simonson,CIVIC Marva M.Sheehan,CPA Robert C.Hilton,CMC July 10,2019 Ms.Cheri Donnelly Environmental Programs Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Sent via email:cherid@cupertino.org Email cc to:environmental@cupertino.org Re: Statement of Qualifications for City of Cupertino Stormwater Permit Compliance and Zero Waste Consulting Services Dear Ms.Donnelly: HF&H Consultants, LLC(HF&H) is pleased to submit this Statement of Qualifications (SOQ)to the City of Cupertino to perform consulting services related to the City's Stormwater Permit Compliance and Zero Waste Consulting. We have prepared and organized our SOQ based on in the instructions contained in your request for qualifications and trust we are fully responsive to your direction. Compliance! The State has set forth various stormwater and waste reduction and diversion laws. The City needs assurance that its programs will satisfy the legal requirements. HF&H has incomparable experience in developing solid waste policies and procedures to assist the City in meeting its diversion and other state requirements. Additionally our waste/wastewater/stormwater experts will provide the City with assurance the Stormwater Parcel Fee will be presented in a manner that is easily explained to the public and meet the legal requirements of Propositions 218 and SB 231. Diversion! Beyond complying with Proposition 218,the passage of AB 341,SB 1826,and now AB 1383,the State has placed strict mandates on not only generators, but also collectors and the agencies themselves. The City currently contracts for the collection of solid waste, recyclables and organics for its residents and businesses. The collection contractor and the City will each have significant roles to play over the next few years in becoming compliant with the regulations, In short,the City will need to select new programs to develop, and such selection will require close coordination with its contractor. Besides the development of programs and implementation plans, a detailed cost/benefit analysis will need to be evaluated to determine the best options for the City. HF&H has developed SB1383 plans for several bay area agencies. We will work with the City developing is diversion plans, timing and anticipated costs of new program implementation. . Page A-3 Exhibit A s Managing Tomorrow's Resources Today Ms. Cheri Donnelly July 10,2019 Page 2 of 3 Fiduciary Responsibility! The City is responsible for providing excellent refuse and recycling collections to its residents and businesses at reasonable rates.The City has separate contracts for collection and disposal. The City pays the disposal costs based on tons reported by its collection contractor. Besides the direct cost aspect, accurate reporting of disposal tons is important for CalRecycle reporting and the evaluation of diversion programs. Inaccurate information could cause the City to incorrectly focus its diversion efforts and related funding. As each of the contracts near their expiration dates,the City will need a proven procurement process to be able to enter into new contracts that are in the best interest of its ratepayers. Whether through a competitive bidding process or sole source negotiations, the City needs contracts that provide quality services to its residents and businesses, provide assistance to the City in meeting its diversion goals at a cost that is reasonable. HF&H has developed state of the art contract templates that will provide the City with a frameworkto then customize for its unique needs.We understand every agency,its elected officials and its ratepayers have different needs.We provide the technical assistance from our depth of experience to meet each need. The Experience You Need HF&H has collectively hundreds of years of experience in providing zero waste and stormwater fee consulting services. Your zero waste project director, Marva Sheehan, CPA, has over 25 years of solid waste experience. Rick Simonson,your stormwater parcel fee management project director, has assisted 20 other agencies in evaluating their stormwater funding strategies and/or calculating stormwater fees for placement on the tax rolls. We have extensive experience in the following areas of your RFQ and will provide our relevant experience in the body of our SOQ: 1. Stormwater Parcel Fee Management 2. Waste Tonnage, Rates and Process Audits 3. Policy Guidance;and, 4. RFP for Haulers and Landfills HF&H has a very collaborative approach to its engagements. We have a "bench"that includes diversion planning, procurement of services, rate setting, extraordinary rate adjustment requests, policy and procedure development,including drafting of model ordinances. We are currently assisting CalRecycle in the development of the SB1383 toolkit. The City will benefit from this experience as we provide assistance with the City's SB1383 plan. Page A-4 Exhibit A Adik Managing Tomorrow's Resources Today Ms.Cheri Donnelly July 10,2019 Page 3 of 3 Thank you for the opportunity to provide you with our statement of qualifications. I will be the point of contact and I can be reached at (925) 977-6961 or marva@hfh-consultants.com. I'm available to discuss any questions or concerns you may have. Should we be selected, HF&H will perform this work from our Walnut Creek, California office. HF&H accepts the City's standard consultant contract, including indemnification and insurance requirements,without modification. Sincerely, HF&H CONSULTANTS, LLC Marva M.Sheehan, CPA Vice President Page A-5 Exhibit A This page intentionally left blank Page A-6 i Exhibit A l City of Cupertino Mission Statement I Ii The Mission of the City of Cupertino is to provide i !;! exceptional service, encourage all members of the community to take responsibility for one o v of another, and support the values a education, { innovation and collaboration. CONTENTS STATEMENT OF QUALIFICATIONS 1 Special Firm Knowledge, Experience, and Capabilities 1 Stormwater Parcel Fee Management 1 Waste Tonnage, Rates, and Process Audits 4 Policy Guidance 6 RFP for Haulers and/or Landfills 9 A Team Built for the City of Cupertino 13 Billing Rate Schedule 14 PROPOSAL ATTACHMENTS A. HF&H Staff Resumes July 10, 2019 1 Page i Page A-7 Exhibit A Page A-8 V i � i i 4, Exhibit A Statement of Qualifications Special Firm Knowledge, Experience, and Capabilities In 1989, HF&H was established by three partners with the desire to provide specialized consulting solutions to local governments in two practice areas: recycling and solid waste services; and, water, wastewater, and stormwater services. As consultants, we provide environmentally-responsible economic, financial, strategic planning, and management consulting services. For three decades, HF&H has remained committed to its core value to serve clients exceptionally and with integrity.Through these on-going commitments,HF&H has become California's first choice and recognized leader among municipal agencies for high-quality consulting services. Our focus has primarily been on serving municipal agencies in California,although we have provided consulting services in other states. Firm leadership is provided by five partners— Rob Hilton,John Farnkopf, Laith Ezzet, Rick Simonson,and Marva Sheehan. HF&H is a bit of a niche firm in that we provide expert consulting services in the areas of recycling, solid waste, organics, water, stormwater, and wastewater services. Below we provide our qualifications relative to each of the City's areas of expertise that we believe HF&H can provide the best consulting services to the City. Resumes for each staff member proposed in our Statement of Qualifications are included in Attachment A. Stormwater Parcel Fee Management Introduction HF&H is uniquely qualified to assist the City with the calculation and administration of their annual parcel-based stormwater fees. Our understanding the City's needs is informed by our experience in developing stormwater funding strategies and financial impact analyses for jurisdictions in California and our review of the City's recent Clean Water and Storm Protection Fee study conducted by SCI Consulting Group, in February 2019. This experience gives us a solid foundation for preparing a stormwater funding approach specific to the City's needs. We are currently assisting the Town of Hillsborough and the City of Daly City with an increase to their decades old stormwater fees. all We understand the City, in accordance with Proposition 218, recently mailed ballots to —� each parcel proposing an increase in the current stormwater fee,with ballots due this past Friday, July 5. Should the proposed increase pass, the City will be in a great position to fund their stormwater capital projects for the near future. In that case,HF&H can help the July 10, 2019 1 Page 1 Page A-11 City monitor the stormwater fee revenue sources and uses over the next couple of years to ensure the planned annual increases, tied to the change in the consumer price index, will continue to provide adequate funding. If shortfalls are project, we will help the City with funding strategies to bridge the gap. Such strategies may include re-evaluating the fee, or may include identifying other funding sources, such as, solid waste rates to cover expenses related to trash capture devices and/or street sweeping. Another funding source may be from sewer rates for expenses related to reducing Inflow and Infiltration (I&I). It is our experience that communities are willing to pay for needed improvements to reduce flooding and sanitary sewer system overflows, in general, minimize the impact of urbanization on the environment, and specifically improve bay area water quality. However,getting to"yes"from property owners to increase the City's existing stormwater fee is more than just about explaining the need for the stormwater improvements, in a clear and concise manner, but more importantly, that the costs for the needed improvements have been properly vetted and allocated in direct proportion to the benefits received by each property owner. In view of the fact that evaluating the existing stormwater fee will be pivotal in the stormwater funding approach,we expect that a high standard of technical analysis will be needed. In addition to a technically sound analysis,an appropriate level of public outreach will be required. We are experienced working with the public outreach consultants in setting stormwater,water,and sewer rates and developing the content for public outreach notices and meetings. Qualifications City of Daly City Stormwater Cost Allocation and Fee Study(2018-Present HF&H completed a water rate study in 2018. In the fall of 2018, we began a cost allocation study of the $100 Client Contact million Vista Grande project to apportion the cost of this Tom Piccolotti storm drainage project among the agencies that benefit Director of Water/ from storm drainage, groundwater recharge, Wastewater Resources wastewater disposal, and solid waste removal. The (650)991-8200 ext.8201 portion of the project costs that is allocated to Daly City will be included in a new stormwater fee that we will be assisting the City to determine and implement. Budget and Cost HF&H budgeted$40,000 forthe Stormwater Cost Allocation and$99,000 for the Fee Study. These projects are still in progress,so final costs cannot be reported. Town of Hillsborough Stormwater Financing (2015) and Stormwater Fee(2019) In 2015, as a subcontractor to Brian Kangas Falk, HF&H developed a stormwater financing study in conjunction Client Contact with BKF's update to the Town's stormwater facilities tan Cooke master plan. Our assistance included developing a Finance Director portfolio of funding options,which included categorizing (650)-375-7408 projects as either structural or capacity deficiencies. The deficiencies were then prioritized as high, medium or low priority. A funding strategy,and customer impacts, were derived for meeting each of the priority levels. The average customer impact ranged from$133 per year to cover just the low priority to$466 per year to cover all low, medium,and high stormwater-related projects. July 10, 2019 1 Page 2 Exhibit P� As a result of the recent drought and increases in sewer treatment expenses, w ich was projected to require substantial increases to water and sewer charges in 2016 and 2017, the Town chose not to increase the stormwater fee at the conclusion of the project. HF&H assisted the City in 2016 and 2017 to evaluate their water and sewer charges. Those projects concluded with updated water and sewer rates for a five-year period. Now that the water and sewer rates have been successfully approved and adopted, HF&H has begun updating the stormwater funding strategies,and subsequent stormwater fees. Our analysis includes a cost-of-service analysis to determine how much revenue will be generated by fixed and variable rate components. The fixed component would reflect costs that are common to all parcels regardless of size or surface area characteristics that vary by parcel. The derivation of the variable component will depend on each parcels specific proportions of pervious versus impervious surface. We are also exploring a simpler structure which would create lot size categories into which parcels would be classified and charged the same variable component as all parcels in the class. Budget and Cost Stormwater Financing Strategy: Budgeted$4,000,The scope and budget were modified by the client to a final total of$5,000. Stormwater Fee: Budgeted $59,000. Project is still in progress so final billing cannot be reported. City of Roseville Stormwater and Public Safety Funding Study(2016) HF&H developed a strategy for the city to fund its stormwater program from reimbursements from its Client Contact water,wastewater,and solid waste enterprises for public Ms.Terri Analyst 11 A safety services. The amount of the reimbursements was Business Services Analyst more than adequate to fund the City's current (916)774-5536 stormwater program,which required minimal funding at the time but was expected to grow substantially with the growth in funding. A copy of the report is provided to demonstrate our approach to deriving enterprise reimbursements for public safety. (The City already received reimbursements from its enterprises for right-of- way maintenance and governmental facilities.) Budget and Cost This project was budgeted at$20,000 and was completed within budget. Staffing HF&H proposes that Rick Simonson, CIVIC and Gabe Sasser, P.E. lead up the Stormwater Parcel Fee Management. In addition to their expertise,they can call upon the resources of John Farnkopf, P.E. and Geoffrey Michalczyk. July 10, 2019 1 Page 3 Page A-13 Waste Tonnage, Rates, and Process Audits Introduction The City will be implemented new programs with the express desire to continue to meet and exceed the State's diversion goals and compliance with SB1383. The information provided to the State is based on data reported by its Contractors. If the data is incorrect, there could be serious ramifications to the City. Besides possible penalties imposed by the State, the City could implement programs, at a cost to the ratepayers, targeting the incorrect material type and/or customer base. We emphasize the word "reported". The City needs verification that the"reported" data is correct! We are currently performing an in-depth review of the disposal reporting systems used by the City's current contractors, Our results and suggestions for process improvement will provide assurances to the City the "reported" data is correct. Hi HF&H has assisted the City in special rate adjustment requests submitted by its collection contractor. The current contract is fairly vague about the process; however, we have developed a procedure for the organics component of the rate that the City and the Contractor recently completed without any outside assistance. HF&H will provide you a team comprised of three former waste industry controllers Our engagement director is a CPA. Additionally,the team has performed many audits and rate reviews of most of the solid waste/diversion companies in the Bay Area. This experience will allow us to challenge in the appropriate areas,as we understand the Contractors'side Webelieve of the business, not just from a consulting perspective but from having worked it for a collaborativeapproachwith the Contractors is " cumulative total of over 60 years! the most successfull There is not another consulting firm with the same qualifications. We will be able to provide the City either with the assurance that the "reported" numbers are correct and explanations for the apparent inconsistencies, or corrections to the "reported" numbers and recommendations on how the Contractors can improve their respective systems for more accurate reporting. This is true for tonnage audits,fee audits or process audits. Qualifications City of Cupertino _ Organics Processing Cost Review (2017, 2018) The City of Cupertino and Recology South Bay initiated a Client Contact commercial organics collection program in 2010. The Agreement allows Recology South Bay to annually Cheri Donnelly request additional reimbursement from the City or a rate Environmental Programs adjustment to the customer to compensate for Manager increased processing costs and annual growth in (408)777-3242 participation. The City retained HF&H to perform a review of the organics processing cost adjustments requested by Recology South Bay. Results Each review resulted in substantial savings to the City from that which was originally requested. For 2017, Recology South Bay requested $91,087 in additional compensation that was adjusted to$5,365 after the HF&H review. For 2018, Recology South Bay requested $31,457 in additional compensation that was HEH adjusted to$9,023 after the HF&H review. July 10, 2019 1 Page 4 Budget and Cost Exhibit A For the 2018 project, HF&H budgeted$10,000 for this work and the total project cost was $11,000. City of Cupertino Tonnage Audit(2019-Present) The City of Cupertino has a collection Agreement with Recology South Bay and a disposal Agreement with Client Contact Newby Island Landfill. The City receives a monthly Cheri Donnelly invoice from Newby Island Landfill for disposal services Environmental Programs that itemizes disposal tonnages and rates for the City. Manager However,the City was concerned that disposal volumes (408)777-3242 attribuable to the City,were not accurately reflected on the monthly invoice. Furthermore, reports provided by Recology South Bay did not match the reports provided by Newby Island Landfill. The City retained HF&H to conduct a tonnage audit that included a reconciliation between Recology South Bay and Newby Island Landfill to ensure the City was being correctly invoiced and that tonnages were being reported correctly. Results Results are currently pending completion of the audit. Budget and Cost HF&H budgeted$32,000 for this work and the project is still in progress. --- ------- _--_ . ..-. City of Sacramento _ Waste Characterization Study (2019) The City of Sacramento has an Agreement with Waste Management, Northern California to process its single Client Contact stream curbside recyclable material. The Agreement Jerome Council requires payments to the City based on material Integrated Waste General delivered less residual waste. The Agreement also Manager requires annual waste characterization studies with City (916)808-4949 oversight. The 2018 waste characterization results showed a higher level of contamination than historical characterizations.The City's recyclables are collected every other week(Week A and Week B). The waste characterization study is conducted over a two week period with requirements that the recyclables are processed separately from other jurisdictions material and processed under normal operating conditions. For the 2019 waste characterization study,the City retained HF&H Consultants to monitor the the process in compliance with protocols outlined in the Agreement. Results During the initial sort, HF&H identified inconsistencies in Waste Management's current process vs.that of previous year studies,which resulted in changes prior to the second week. Final results are pending. Budget and Cost HF&H budgeted$65,000 for this work and the project is still in progress. July 10, 2019 1 Page 5 Page A-15 City of Beverly Hills _ Solid Waste Contract Compliance Audit(2016) The City of Beverly Hills entered into an exclusive franchise agreement, beginning April 1, 2012, for Client Contact commercial solid waste collection services and James Burnley residential solid waste processing. The franchise Solid Waste Manager agreement was acquired by another company in (310)285-2475 February 2015. The City retained HF&H Consultants to perform the triennial compliance audits for selected provisions of the Agreement. Results HF&H found inconsistencies between the processing requirements specified in the agreement and the services provided bythe hauler.These inconsistencies resulted in fewer tons being processed than required and the City not being credited with the minimum diversion percentage specified in the agreement. Budget and Cost HF&H budgeted $302,000 for this work and the project was completed under budget ($278,000). Staffing HF&H proposes that Marva Sheehan,CPA and Scott Holt lead up the Waste Tonnage, Rates and Process Audits. In addition to their expertise, they can call upon the resources of Colleen Costine, Dave Hilton, Danielle Derby,CPA and Hailey Gordon. Policy Guidance Introduction HF&H has long been a leader in helping local governments navigate compliance with state statutory and regulatory requirements. From AB 939 in 1989, through SB 1066, AB 341, and AB 1826, HF&H regularly assists our public sector clients in understanding pending requirements, identifying staffing needs, identifying and evaluating program options, planning programs, and monitoring public and private sector compliance efforts. In recent years we have assisted clients with understanding and incorporating the Cal- Green requirements into their C&D programs,including work with San Jose and San Diego County. For over two years, since the first draft SB 1383 regulations were released to the public during the in-formal rule-making process, HF&H has been actively engaged in monitoring the process, understanding the whys and nuances of the program requirements,providing comments,and keeping our clients (jurisdictions) informed. HF&H: • Attended all of CalRecycle's Sacramento SB 1383 rule-making meetings. • Provided comments and testimony during the SB 1383 rule-making meetings. • Submitted written comments to CalRecycle. • Planned and held two client workshops in 2018,disseminating information on SB 1383 to jurisdictions in Northern and Southern California, preparing our own presentation materials and a compliance checklist tool. Approximately 155 representatives from over 100 jurisdictions attended the workshops and spoke very highly of the information provided. Hank Brady, CalRecycle's SB 1383 Manager, provided the highest compliment in a recent email to us stating,"You and your team have this down solid,it is very impressive." -- July 10, 2019 1 Page 6 Exhibit A • Was invited to meet with the CalRecycle SB 1383 leadership team because they valued HF&H's understanding of the draft SB 1383 regulations and insight we have through engagement with clients around the State. • Staff have made 23 presentations on SB 1383 and edible food recovery to 13 different organizations and agencies including SWANA,CRRA, NCRA,and BioCycle. Qualifications HF&H is assisting a number of clients with SB 1383-related planning,such as: • The City of Anaheim is amending their environmental programs to comply with SB 1383. HF&H has identified program gaps to be addressed and will be amending the franchise agreement and municipal code, negotiating hauler compensation, and developing measurable compliance reporting methods. • The City of Bell Gardens is planningforSB 1383 implementation with HF&H's support. HF&H has identified SB 1383 program deficiencies and presented them to the City Council along with recommended action items. • The Central Contra Costa Solid Waste Authority (five municipalities and the County, also known as RecycleSmart) has been very proactive in addressing SB 1383. They engaged HF&H to prepare a cost-benefit analysis of organics program options, conduct research on food recovery program options, develop action plans to guide implementation of seven SB 1383-related programs, and develop ordinances to support SB 1383 compliance. • The City of Elk Grove initiated a long-range strategic planning process when the first draft SB 1383 regulations were available. HF&H prepared the long-range strategic plan and included a robust diversion analysis for recommended SB 1383 organics programs. • Kern County is factoring SB 1383 into a new long-term planning process that will address the roles of County staff and facilities in meeting the needs for processing. HF&H is assisting the County with these efforts. • The County of San Bernardino is evaluating their current solid waste programs for residents, businesses, and internal County operations for compliance with SB 1383. Upon identifying compliance gaps, HF&H will evaluate the costs and benefits of multiple compliance pathways, and provide an implementation master plan to guide the County's implementation. • The City of Santa Maria engaged HF&H to develop an SB 1383 action plan. • The City of Vacaville is planning for SB 1383 implementation with HF&H's assistance, including a compliance assessment and action plan, review of the franchise agreement,and a financial analysis identifying anticipated costs and rate impacts. • The City of Watsonville is determining how the City's owned and operated collection operations will need to be modified and expanded in order to achieve SB 1383 compliance. July 10, 2019 1 Page 7 Page A-17 San Diego County v Non-Exclusive Franchise&Ordinance (2017-Present) The County of San Diego set a goal of 75% Client Contact diversion by 2025. In April 2017, the Board of Supervisors received the"Final Strategic Plan to Michael Manager Reduce Waste", prepared by HF&H, which Program Manager provided an action plan to move the County (858}694-2465 from a diversion level of 62% to 75%. A key recommendation in the plan is implementation of significant programmatic and performance standard changes to the County's non-exclusive franchise system for residential and commercial customers. In addition, regulation of C&D haulers, which are currently operating in an open market,through the non-exclusive franchise system,is also recommended to increase C&D diversion. In 2018,the County retained HF&H to lead the development of the redesign of non-exclusive franchise system,updates to the solid waste ordinance, preparation of a new C&D recycling ordinance, and the stakeholder engagement process. Results HF&H revised the County's existing solid waste franchise agreement to encompass significant enhancements focused on expanding hauler obligations to provide recycling and organics programs.We also included minimum diversion standards and other performance standards to give the County the tools to effectively monitor contractor performance.Since this redesign of the County's non-exclusive franchise agreement has been occurring while SB 1383 regulations are being developed, HF&H also integrated numerous provisions to support the County's compliance with SB 1383 including:food waste collection,container color and labeling requirements, route monitoring and contamination noticing, SB 1383 education and reporting, low-population area exceptions, physical space and de minimis customer waivers, edible food recovery carve out, and more. In tandem, HF&H revised the County's solid waste ordinance to reflect the changes in the non-exclusive collection system and clarify generator requirements. During the process, we conducted two hauler workshops and meetings with various stakeholders and integrated feedback into the final draft agreement and ordinance. The agreement and ordinance are expected to be presented at a public workshop in May 2019 and then to the Board of Supervisors for approval in September 2019. Budget and Cost This project was budgeted at$237,000. Project is still in progress so final billing cannot be reported. StopWaste Five-Year Program Review(2016-17) In late 2016, HF&H,with the team of Kelly Runyon and Kies Strategies (Delyn Kies) was selected by Client Contact StopWaste from among five proposers to conduct Ms. Meri Soll the most recent "Five Year Review" as mandated Senior Program Manager by Alameda County's Measure D. Peter Deibler of (510)891-6500 HF&H managed the Review, as well as two earlier five year reviews. The Review was forward-looking and focused on supporting StopWaste goals over the next few years. HF&H completed the report in December 2017 and presented the results to the Recycling Board, and to the Programs and Administration Committee. July 10, 2019 1 Page 8 Results Exhibit A • Evaluated member agency data provided by collectors, and applied statistical techniques to assess use of data from StopWaste material characterizations for use in developing metrics to monitor diversion progress. • Identified steps StopWaste can take to develop metrics to help assess progress by individual member agencies, and in the aggregate towards meeting countywide "interim goals" "less than 10%good stuff' in the garbage. Focused analysis primarily on organics and food recovery;secondarily on recyclables and C&D. • Reviewed recent disposal characterizations for high-diversion communities nationwide, developed an Excel tool to compare "good stuff in the garbage" data, analyzed ability to connect data to program characteristics, and applied statistical analysis to comparison of results. • Reviewed, and provided recommendations related to assessing "true" diversion, including accounting for residue from secondary and tertiary processing. Budget and Cost Budgeted $88,000 and completed project on budget. Staffing HF&H proposes that Peter Deibler, Monaliza Noor, and Alison Griffith lead up the Policy Guidance. In addition to their expertise, they can call upon the resources of Rob Hilton, Tracy Swanborn, and Lauren Barbieri. RFP for Haulers and/or Landfills Introduction HF&H is involved in more solid waste contract procurements each year, whether through competitive or sole source processed,than any other single entity in the State. Collection, processing, and disposal contract development and negotiations are a core part of our business, accounting for approximately one third of our annual revenues. HF&H has performed more than 550 service procurements and contract development/negotiations projects, and has negotiated agreements with nearly every collection company in the State. HF&H has completed dozens of projects in the Bay Area, and has assisted, or is currently assisting most of the cities in Santa Clara County, as well as the County. HF&H offers Cupertino the benefit of our experience and lessons learned through all of these projects. We have developed numerous policies and franchise provisions for the implementation of organics collection and processing programs and created performance standards to incentivize the success of these programs. Most recently,these projects have involved the development of SB 1383-specific language related to collection, route monitoring, contamination monitoring, container colors and labeling, education, reporting,and exclusion of the haulers'exclusive rights to edible food. We recognize that, depending on the specific assignment, there may be a conflict of interest(real or perceived)given current processing procurement assistance we are giving nearby jurisdictions in Santa Clara County. We look forward to discussing any such conflicts, to help ensure the City makes decisions in allocating work that best meet the needs of all parties. Recognizing HF&H's expertise, we were just selected by CalRecycle to develop SB 1383 template materials for use statewide. The following qualifications highlight recent and _ ongoing projects that address SB 1383 planning for the division of public and private sector — compliance responsibility and service contracting. July 10, 2019 1 Page 9 Page A-19 Qualifications Sunnyvale Contract Options, Performance Review, Negotiation (2018-Present) Project Description The City of Sunnyvale's collection agreement Client Contact with Bay Counties Waste Systems (BCWS) and Mark Bowers the thirty year City Charter grant of franchise Solid Waste Program Manager both end in 2021.The City Council directed staff (408) 730-7421 to review three options for contracting post- 2021.Based on the results,Council chose to negotiate a new franchise agreement with the incumbent franchisee, with the option to implement a competitive process, if necessary. The Council also directed staff to conduct a performance review prior to beginning negotiations. HF&H Solution HF&H was selected on a sole source basis by the City to conduct all three phases of the work. HF&H has worked closely with senior Environmental Services Department management, the city attorney, and the city manager, and made three presentations to Council. For review of collection options, HF&H determined in consultation with the city attorney that the City could award a new agreement and a new franchise to the incumbent without modifying the City's charter.HF&H identified the necessary timeframes for a range of contracting options,including for following an unsuccessful sole source negotiation with a competitive process. HF&H then conducted a performance review,identifying key issues to address in negotiating a new agreement. HF& is currently facilitating development of a "min-RFP" and draft agreement to begin the negotiation process that addresses SB 1383 requirements. Budget and Cost This project was budgeted at$86,000 and was completed on budget. Sunnyvale SMaRT Procurements, Post 2021 Planning (2000-Ongoing) Operator Procurements On behalf of the City of Sunnyvale, and its two Client Contacts partner cities, Mountain View, and Palo Alto, Mark Bowers Sunnyvale manages an operating agreement for Solid Waste Program Manager the publicly-owned transfer station and (408)730-7421 materials recovery facility (the SMaRT Station). HF&H assisted Sunnyvale with the procurement of the facility operator in 2000, 2007 and 2013-14; Peter Deibler managed the 2007 and 2013 processes. Budget and Cost The most recent SMaRT Procurement project (2013-14) was budgeted at $83,978. We were granted two amendments for out-of-scope work in the amounts of $8,398 and $4,200,The total cost for this project was$96,219. Post 2021 Planning HF&H, as a subcontractor to HDR Engineering is leading team efforts in identifying future participants for the SMaRT Station following the late 2021 termination of the MOU with Sunnyvale, Mountain View, and Palo Alto. Work is in progress, with HF&H staff having arranged and participated in initial meetings with staff from five cities with a potential interest in future use of the SMaRT Station, and communicated with staff from additional July 10, 2019 1 Page 10 Exhibit A cities, and assisted with a multi-city workshop held in April 2019. Key issues include meeting SB 1383 processing mandates for removal of organics from MSW. Budget and Cost HF&H budgeted$80,000 for this work and the project is still in progress. City of San Jose Residential Negotiations(2017-Present) HF&H is managing a multi-consultant team for San Jose Client Contact under a three year master services agreement with the city's residential program. HF&H assisted the city in Jeff Anderson determining whether there is value in negotiating sole- Residential Program Manager source, long-term agreements with California Waste (408)975-2518 Solutions, Garden City Sanitation, GreenTeam of San Jose (dba of Waste Connections) and GreenWaste Recovery, the four companies that provide single-family and multi-family collection and processing services with combined compensation of about $120 million per year. Current agreements end in 2021. The alternative will be a competitive process. HF&H facilitated a series of negotiations with each company, including assisting staff in determining how to address council direction to apply the city's living wage ordinance to both current and future contracts, soliciting and evaluating costs and rates, providing briefings to the Environmental Services Department director,and supporting staff council presentations. Budget and Cost This project was conducted in 5 separate phases. We are currently working on Phase 5. Below is the budget and cost for each phase. Phase 1: Budgeted $81,000 and total cost was $81,000; Phase 2: Budgeted $66,000 and total cost was$66,000; Phase 3: Budgeted $71,000 and total cost was $71,000; Phase 4: Budgeted$42,000 and total cost was$42,000;Phase 5:Budgeted$96,000 and this work is still in progress. Phase&H budgeted$80,000 for this work and the project is still in progress. SBWMA(RethinkWaste) Franchise Negotiations (2016-17) The South Bayside Waste Management Authority Client Contact (SBWMA), also known as RethinkWaste, is a Joint Powers Authority comprising of twelve member Joe La Mariana agencies in southern San Mateo County. Recology Executive Director provides collection services to the member agencies (650)802-3505 through agreements with an initial term that ends December 31, 2020. In 2016, the SBWMA Board of Directors approved a plan to support member agencies with negotiating a potential extension of the Recology agreements. HF&H managed the negotiations process, which involved development of a model franchise agreement for use by the member agencies. Results • Facilitated a goal-setting workshop with over 20 representatives from the member agencies. • Prepared an RFP to solicit a formal proposal from Recology. • Served as lead negotiator and lead analyst of Recology's cost proposal and proposed — compensation and rate setting methodology. July 10, 2019 1 Page 11 Page A-21 • Developed a model franchise agreement with Recology that can be adapted by individual Member Agencies to their unique needs. • Presented the model agreement for the SBWMA Board's review in May 2017 and for approval in June 2017. Budget and Cost HF&H budgeted $210,000 for this work. We had one amendment for out of scope work and the total project cost was$216,000. SBWMA (RethinkWaste) Disposal Procurement (2018-In-progress) The SBWMA contracts with Republic Services for landfill disposal services at Ox Mountain Landfill for Client Contact receipt of solid waste from all member agencies. In Joe La Mariana preparation for the December 31, 2019 expiration of Executive Director the disposal agreement,the SBWMA engaged HF&H to (650)802-3505 manage a competitive procurement process for ilamariana@rethinkwaste.org solicitation of disposal services and additional service enhancements such as land leasing and other material handling services. Results HF&H prepared and issued an RFP for disposal services. Proposals have been received and evaluated by HF&H. Summary findings and recommendations were presented in February 2019 to a selection committee(comprised of various member agency representatives)and will be presented in May 2019 to the SBWMA Board. Subsequent to the Board's selection of a preferred proposer,final contract negotiations facilitated by HF&H,will be completed in June. Budget and Cost HF&H budgeted$77,000 for this work and completed the project on budget. City of San Ramon High Diversion Planning and Procurement(2017-18) The City's existing solid waste and recycling Client Contact collection agreement with Waste Management (WM) was set expire in 2019. In 2017 the City David Krueger Solid Waste & Recycling Manager engaged HF&H to perform detailed diversion program planning in anticipation of the new (925)973-2824 agreement term, to assist the City in determining whether to enter into sole-source negotiations with WM, or to go out to competitive bid. Following the initial planning process, the City elected to engage in a competitive procurement process, which was managed by HF&H. A key goal through the process was to design the new franchise agreement to be compliant with the requirements of SB 1383, which presented a challenge,as the regulations were in draft form at the time. Results The City received four proposals through the competitive RFP process. Following a preliminary evaluation process, HF&H assisted the City with dual negotiations with two proposers, WM and Alameda County Industries (ACI), which resulted in the City entering into an agreement with ACI.The new agreement retained all services provided under the priorfranchise agreement, as well as, in part,added the following: • 90% diversion by the end of the contract term, with significant penalties for non- performance; July 10, 2019 1 Page 12 Exhibit A • Multi-family and commercial organic materials collection and recovery;and • Updated,SB 1383 compliant color-coded containers and container labels. Budget and Cost HF&H budgeted $258,000 for this work. We had one amendment for out of scope work HF&H Difference and the total project cost was$268,000. a Leadership Staffing independence .. . HF&H proposes that Peter Deibler,Lauren Barbieri,Monaliza Noor,and Danielle Derby lead a Commitment up the RFP for Haulers and/or Landfills. In addition to their expertise, they can call upon * Thorough and .d the resources of Rob Hilton and Tracy Swanborn. * High quality A Team Built for the City of Cupertino Responsive The City requires a team with a personal breadth of knowledge and * Exceeds expectations expertise. Your HF&H team will provide the City the "shelter" it needs and wants. HF&H has extensive depth in staff that can provide assistance to the City. While we have assigned key City Staff& staff to each project area, our HF&H Project collaborative nature is a key benefit Team to the City. We have resumes in Attachment A of other HF&H team members that will be available to provide assistance from "the bench". Our team will be supported by staff from our two firm practices: solid waste management services and stormwater management services. Our staff includes Certified Public Accountants, Certified Management Consultants, and Registered Professional Engineers. Many of our team members possess advanced degrees, professional certifications,and have had a decade or more of government and/or industry experience prior to becoming consultants. They are leaders in such organizations as the California Resource Recovery Association, the Solid Waste Association of North America, the Southern California Waste Management Forum, and the Institute of Management Consultants. HF&H is more than the sum of its individual members, technical training, and proprietary analytical tools. Each project includes a team of consultants using work processes that provide a consistent level of quality. Principals, managers, and staff members each play a role in preparing, reviewing, supervising, and carrying out detailed work plans and schedules, monitoring status, creating reports and analyses, drafting work products, and presenting results in a timely and cost-effective manner. Our collaborative approach between the City and our diverse team of consultants will provide the City with the confidence to face its obligations to its ratepayers. July 10, 2019 1 Page 13 Page A-23 Billing Rate Schedule HF&H proposes the following billing rate schedule for the two-year qualification period: HF&H Staff Rate President $290 Senior Vice President&Vice President $285 Senior Project Manager $250 Project Manager $235 Senior Associate $210 Associate Analyst $180 Assistant Analyst $140 Administrative Staff $120 July 10, 2019 Page 14 CITY OF CUPERTINO Exhibit B MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT NO#: M.A.Date: Maximum Compensation: M.A.End Date: Consultant: Firm Name: Address: Contact: Phone: Project Description: Project Name: nDescription: (simple project description if appropriate) Attachment A: Includes Description of Project,Scope of Service,Schedule of Performance and Compensation City Project Management Managing Department:Public Works Project Manager: Fiscal/Budget: Amount Master Agreement Maximum Compensation: $0 Total Previously Encumbered to Date: $0 Encumbrance this Service Order: $0 Balance: $0 S.O.Acc't No.: P.O. # Contract Manager: Date: Approvals: Consultant: Date: Env. Prgms Manager: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date: Management Analyst City of Cupertino Master Agreement 181128 Page 1 of 1 Service Order No. XX EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor,his agents,representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability(CGL):Insurance Services Office("ISO")Form CG 00 01 covering CGL I n an "occurrence" basis, including products and completed operations, contractual liability, property tkdama e bodily injury, and personal and advertising in with limits no less than $2 000 000 g , Y J rY� P g Jam' per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project(ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/limits specified in this agreement; or(2)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. . Additional Insured coverage under Contractor's policy shall be "primary and non- contributory,"will not seek contribution from City's insurance/self-insurance,and shall be at least as broad as ISO CG 20 0104 13 c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to •�✓ protect City as a named insured. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto(Code 1),or,if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation:As required by the State of California,with Statutory Limits, and Employer's j Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. { (Not required if Contractorprovides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than$2,000,000 per occurrence or claim, $2,000,000.aggregate(fopplicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above,City requires i and shall be entitled to the broader coverage and higher insurance limits maintained byContractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain,the following provisions: A dditional Insured Status V The City of Cupertino,its City Council,officers, officials, employees,agents, servants and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the Services Insurance Requirements for Professional/Specialized Services Agreement Version:Nov 2017 1 performed by or on behalf of Contractor including materials,parts, or equipment furnished.Endorsement of CGL coverage shall be at least as broad as ISO Form CG 2010 1185 or if not available,through the addition of both CG 20 10, CG 20 26,CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract,the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation ✓Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor's ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the named insured or City. /Acceptability of Insurers V Insurers must be acceptable to City and licensed to do business in California,and each insurer must have an A.M.Best's financial strength rating of"A"or better and a financial size rating of"VII"orbetter. Claims Made Policies(applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five(5)years after completion of the Services. 4 3. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase "extended reporting"coverage for a minimum of five(5)years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. City retains the right to demand verification of compliance at any time duringthe Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Insurance Requirements for Professional/Specialized Services Agreement Version:Nov 2017 2 AC" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) L.� 09/03/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Dylon Riley Newfront Insurance Services,LLC PHCN No.E (415)754-3635 n/c No): 101 2nd Street E-MAIL ADDRESS: dylon.riley@newfrontinsurance.com y@ newfrontinsurance.com Suite 525 INSURERS AFFORDING COVERAGE NAIC# San Francisco CA 94105 INSURER A: Citizens Insurance Company of America 31534 INSURED INSURER B: Citizens Insurance Company of America 31534 HF&H Consultants, Inc. INSURER C: Citizens Insurance Company of America 31534 INSURER D: Hartford Casualty Insurance Company 29424 201 N Civic Dr#230 INSURER E: Gemini Insurance Company 10833 Walnut Creek CA 94596 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSIR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD SUER POLICY NUMBER MM/DD/YYYY MMIDD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE SS MAGE ( RENTED Eaoccurrence) $ 1,000,000 CLAIMS-MADE FxI OCCUR MED EXP(Any one person) $ 10,000 A X X OBF-D681476-02 09/06/2019 09/06/2020 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 X POLICY PRO LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT INCLUDED Ea accident $ ANY AUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED X X OBF-D681476-02 09/06/2019 09/06/2020 BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS Ix NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 C EXCESS LIAB CLAIMS-MADE X X OBF-D681476-02 09/06/2019 09/06/2020 AGGREGATE $ 3,000,000 DE�ol RETENTION$ $ WORKERS COMPENSATION X I WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN TO D OFFICERIMEMBER EXCLUDED?E I ER ANY CUTIVE ❑ N/A X 57 WEC ZR5765 09/06/2019 09/06/2020 E.L.EACH ACCIDENT $ 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 E Professional Liability VCPL065988 09/06/2019 09/06/2020 Each Claim-$2,000,000 Aggregate-$2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE:City of Cupertino,The City of Cupertino,Its City Council,Officers,Officials,Employees,Agents,Servants and Volunteers are to be covered as additional insureds.Coverage is primary and non-contributory.Waiver of Subrogation applies.30 Day Notice of Cancellation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave. AUTHORIZED REPRESENTATIVE Cupertino CA 95014 7 f ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury- Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - (2) Premises you own, rent, lease or LIABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II - b. The insurance afforded to such additional LIABILITY, C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for "bodily injury", required by the written contract, written "property damage", or "personal and agreement or permit. advertising injury" caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) property damage" or personal and designated in the contract, agreement or advertising injury"is otherwise excluded permit; from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 1 of 6 he HaTnover Insurance Group.. OBF D681476 5701751 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.; or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured -Broad Form Vendors damage", "personal and advertising The following is added to SECTION II - injury" arises out of sole negligence LIABILITY, C.Who Is An Insured: of the lessor. (4) To any: Additional Insured -Broad Form Vendors (a) Owners or other interests from whom a. Any person or organization that is a vendor land has been leased if the with whom you agreed in a written contract 11 or written agreement to include as an occurrence" takes place or the additional insured under this Coverage Part offense is committed after the lease is an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendor's business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (ii) The "bodily injury", "property (1) Only applies to the extent permitted by damage", "personal injury" or law; "advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage (5) To "bodily injury", "property damage" or provided to any other insured; and "personal and advertising injury" arising (4) Does not apply if the "bodily injury", out of the rendering of or the failure to "property damage" or "personal and render any professional services. advertising injury" is otherwise excluded This exclusion applies even if the claims from coverage under this Coverage Part, against any insured allege negligence or including any endorsements thereto other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal 1 "Bodilyinjury" or "property damage" for and advertising injury involved the ( ) which theendor is bli obligated to a rendering of or failure to render any g pay professional services by or for you. damages by reasons of the assumption of liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.; or demonstration, testing, or the 2. Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the 5 An failure to make such inspection, applicable Limits of Insurance shown in the ( ) Y p Declarations. adjustments, tests or servicing as the vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION II - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property, paragraph (2) is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment,Customers Goods, Use of Elevators substance by or for the vendor; a. The following is added to SECTION II - (8) "Bodily injury" or "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else Paragraph (4) does not apply to "property acting on its behalf. However, this damage" to borrowed equipment while at a exclusion does not apply to: jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6) Paragraph (3), (4) and (6) do not apply to above; or "property damage" to "customers goods" (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the undertakes to make in the usual following definition is added to SECTION II - course of business, in connection LIABILITY, F. Liability and Medical Expenses with the distribution or sale of the Definitions: products. roperty of (9) "Bodily injury" or "property damage" 1. your"Custocustomer mers oons your ep premisesans forfor the arising out of an "occurrence that took place before you have signed the purpose of being: contract or agreement with the vendor. a. Worked on; or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C.Who Is An Insured, these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 3 of 6 -"eHanover Insurance Group. OBF D681476 5701751 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. 6. Personal Injury - Broad Form Damages claimed for any loss, cost or expense incurred by you or others for a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall, Additional Exclusions Applicable only to inspection, repair, replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of: e. is deleted. (1) "Your product"; b. SECTION II - LIABILITY, F. Liability and (2) "Your work"; or Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION II - because of a known or suspected defect, LIABILITY, F. Liability and Medical Expenses deficiency, inadequacy or dangerous Definitions, Definition 14. "Personal and condition in it; but this exclusion does advertising injury": not apply to product recall expenses' that you incur for the covered recall of "Discrimination (unless insurance thereof is "your product". prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, does not apply to "product recall but only if such "discrimination" is: expenses" resulting from: (1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or (6) Loss of customer approval, or any member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, (7) Redistribution or replacement of prospective employment or termination "your product" which has been of any person or persons by an insured. recalled by like products or d. For purposes of this endorsement, the substitutes; following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses Definitions: (9) A condition likely to cause loss of 1. "Discrimination" means the unlawful which any insured knew or had treatment of individuals based upon race, reason to know at the inception of color, ethnic origin, gender, religion, age, this insurance; or sexual preference. "Discrimination" (10)Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11)Recall of "your products" that have emotional impairment or any no known or suspected defect solely combination of these. because a known or suspected e. This coverage does not apply if liability defect in another of "your products" coverage for "personal and advertising has been found. injury" is excluded either by the provisions of b. The following is added to SECTION II - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid. Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months. (1) Insureds; In that case, the additional period will be (2) "Covered Recalls" initiated; or deemed part of the last preceding period for 3 Number of " our products" the purposes of determining the Limits of ( ) Y P Insurance. withdrawn. b. The Product Recall Ex Aggregate d. The following is added to SECTION II - ExpenseLIABILITY, E. Liability and Medical Expense Limit is the most that we will reimburse General Conditions, 2. Duties in the Event of you for the sum of all product recall Occurrence, Offense, Claim or Suit: expenses" incurred for all "covered recalls" initiated during the policy period. You must see to it that the following are Product Recall Each Occurrence done in the event of an actual or anticipated c. The Pr Limit the most Each will a in covered recall that may result in product pay recall expense": connection with any one defect or deficiency. (1) Give us prompt notice of any discovery d. All "product recall expenses" in or notification that "your product" must p p enses be withdrawn or recalled. Include a connection with substantially the same description of "your product" and the general harmful condition will be reason for the withdrawal or recall; deemed to arise out of the same defect or deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of e. An amount reimbursed for "product distribution of like or similar products Y p until it has been determined that all recall expenses" in connection with any such products are free from defects that one "occurrence" will reduce the amount could be a cause of loss under this of the Product Recall Expense Aggregate insurance. Limit available for reimbursement of "product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION f. If the Product Recall Expense Aggregate II - LIABILITY, F. Liability and Medical Limit has been reduced by Expenses Definitions: reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit is the most that will be inadequacy, or dangerous condition in available for reimbursement of "product "your product" has resulted or will result recall expenses" in connection with any in "bodily injury" or "property damage". other defect or deficiency. 2. "Product recall expense(s)" means: g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for: "product recall expenses" which are in (1) Communications, including radio excess of the $500 Product Recall or television announcements or Deductible. The Product Recall printed advertisements including Deductible applies separately to each stationary, envelopes and "covered recall". The limits of insurance postage; will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 5 of 6 The Hanover Insurance Group.. OBF D681476 5701751 (2) Shipping the recalled products (1) If the "products - completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of "your products" that are otherwise necessary overtime; excluded from coverage under this (4) Hiring additional persons, other Coverage Part including endorsements than your regular "employees"; thereto. (5) Expenses incurred by"employees" 8. Unintentional Failure to Disclose Hazards including transportation and The following is added to SECTION II - accommodations; LIABILITY, E. Liability and Medical Expenses (6) Expenses to rent additional General Conditions: warehouse or storage space; Representations (7) Disposal of "your product", but We will not disclaim coverage under this only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy those employed for trash provided such failure is not intentional. discarding or disposal are 9, Unintentional Failure to Notify required to avoid "bodily injury" or "property damage" as a result The following is added to SECTION II - of such disposal, LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of you incur exclusively for the purpose Occurrence' Offense, Claim or Suit: of recalling "your product"; and b. Your lost profit resulting from such shall nYour ot tbeaffrej prejudiced if this fail Coverage Part "covered recall". p 1 Y give us notice of an "occurrence", offense, claim or "suit", f. This Product Recall Expense Coverage does solely due to your reasonable and documented not apply: belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 Hanover Insurance Group... OBF D681476 5701751 POLICY NUMBER: BUSINESSOWNERS BP06860517 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA- HIREDAUTOAND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Coverage Additional Premium A. Hired Auto Liability $ INCLUDED B. Non-owned Auto Liability $ INCLUDED Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Insurance is provided only for those coverages B. For insurance provided by this endorsement for which a specific premium charge is shown in only: the Declarations or in the Schedule. 1. The exclusions under Paragraph B.1. 1. Hired Auto Liability Applicable To Business Liability Coverage in The insurance provided under Paragraph Section II - Liability, other than Exclusions a., A.1. Business Liability in Section II - Liability b., d., f. and I. and the Nuclear Energy applies to "bodily injury" or "property Liability Exclusion, are deleted and replaced damage" arising out of the maintenance or by the following: use of a "hired auto" by you or your a. "Bodily injury" to: "employees" in the course of your business. (1) An "employee" of the insured arising 2. Non-owned Auto Liability out of and in the course of: The insurance provided under Paragraph (a) Employment by the insured; or A.1. Business Liability in Section II - Liability (b) Performing duties related to the applies to "bodily injury" or "property conduct of the insured's business; damage" arising out of the use of any or non-owned auto' in your business by any person. (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and BP 06 86 05 17 Copyright, Insurance Services Office, Inc., 2016 Page 1 of 2 Aihj, THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC ZR5765 Endorsement Number: Effective Date: 09/06/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HF&H CONSULTANTS LLC 201 N CIVIC DR STE 230 WALNUT CREEK CA 94596 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 07/28/19 Policy Expiration Date: 09/06/20 (2) To any obligation to share damages b. Any partner or "executive officer" for with or repay someone else who must any "auto" owned by such partner or pay damages because of injury. officer or a member of his or her This exclusion does not apply to: household; (1) Liability assumed by the insured c. Any person while employed in or under an "insured contract"; or otherwise engaged in duties in connection with an auto business", (2) "Bodily injury" arising out of and in other than an "auto business" you the course of domestic employment by operate; the insured unless benefits for such injury are in whole or in part either d. The owner or lessee (of whom you are a sublessee) of a hired auto" or the payable or required to be provided owner of a "non-owned auto" or any under any workers' compensation law. agent or employee of any such b. "Property damage" to: owner or lessee; or (1) Property owned or being transported e. Any person or organization for the by, or rented or loaned to the insured; conduct of any current or past or partnership or joint venture that is not (2) Property in the care, custody or shown as a Named Insured in the control of the insured. Declarations. 2. Paragraph C.Who Is An Insured in Section II C. For the purposes of this endorsement only, - Liability is replaced by the following: Paragraph H. Other Insurance in Section III 1. Each of the following is an insured under - Common Policy Conditions is replaced by the this endorsement to the extent set forth following: below: This insurance is excess over any primary insurance covering the "hired auto" or a. You; "non-owned auto". b. Any other person using a "hired auto" D. The following additional definitions apply: with your permission; C. Fora "non-owned auto": 1. "Auto business" means the business or occupation of selling, repairing, servicing, (1) Any partner or "executive officer" storing or parking "autos". of yours; or 2. "Hired auto" means any "auto" you lease, (2) Any "employee" of yours; hire, rent or borrow. This does not include but only while such "non-owned auto" any "auto" you lease, hire, rent or borrow is being used in your business; and from any of your "employees", your partners d. Any other person or organization, but or your "executive officers" or members of only for their liability because of acts their households. or omissions of an insured under a., b. 3. "Non-owned auto" means any "auto" you do or c. above. not own, lease, hire, rent or borrow which is 2. None of the following is an insured: used in connection with your business. This includes "autos" owned by your a. Any person engaged in the business "employees", your partners or your of his or her employer for "bodily "executive officers", or members of their injury" to any co-"employee" of such households, but only while used in your person injured in the course of business or your personal affairs. employment, or to the spouse, child, parent, brother or sister of that co-"employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; Page 2 of 2 Copyright, Insurance Services Office, Inc., 2016 BP 06 86 05 17 The Hanover Insurance Group.., OBF D681476 5701751 1. SECTION I - PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to contract, written agreement, or the same loss or damage, we will not pay written permit that the insurance more than the actual amount of the loss or provided to any person or damage. organization included as an 2. SECTION II - LIABILITY, it is our stated Additional Insured under this intent that the various Coverage Parts, Coverage Part is primary and forms, endorsements or policies issued to non-contributory, we will not seek the named insured by us, or any company contribution from any other affiliated with us, do not provide any insurance available to that Additional duplication or overlap of coverage for the Insured which covers the Additional same claim, "suit", "occurrence", offense, Insured as a Named Insured except: accident, "wrongful act" or loss. We will (1) For the sole negligence of the not pay more than the actual amount of Additional Insured; or the loss or damage. (2) When the Additional Insured is If this Coverage Part and any other an Additional Insured under Coverage Part, form, endorsement or another liability policy. policy issued to the named insured by us, b. Excess Insurance or any company affiliated with us, apply to the same claim, "suit", occurrence, This insurance is excess over: offense, accident, "wrongful act" or loss, (1) Any of the other insurance, the maximum Limit of Insurance under all whether primary, excess, such Coverage Parts, forms, contingent or on any other basis: endorsements or policies combined shall not exceed the highest applicable Limit of (a) That That is Fire, Extended e, Builder's Risk, Insurance under any one Coverage Part, CovInstallation Risk or similar form, endorsement or policy. coverage for "your work This condition does not apply to any b That is Property Insurance for Excess or Umbrella Policy issued by us ( ) remises rented to you or specifically to apply as excess insurance p Y over this policy. temporarily occupied by you G. Liberalization with permission of the owner; If we adopt any revision that would broaden (c) That you to covereourrliability d the coverage under this policy without as a tenant for "propert additional premium within 45 days prior to or damage" to premises rented during the policy period, the broadened to you or temporarily coverage will immediately apply to this policy. occupied by you with H. Other Insurance permission of the owner; or 1. SECTION I - PROPERTY (d) If the loss arises out of the If there is other insurance covering the maintenance or use ofaircraft, "autos" or watercraft same loss or damage, we will pay only for to aircraft, the extent not subject to the amount of covered loss or damage in SECTION - LIABILITY, excess of the amount due from that other Exclusion g. Aircraft, Auto or insurance, whether you can collect on it or Watercraft; and not. But, we will not pay more than the applicable Limit of Insurance of SECTION 1 (2) Any other primary insurance - PROPERTY. available to you covering liability 2. SECTION II - LIABILITY for damages arising out of the premises or operations, or the If other valid and collectible insurance is products and completed available to the insured for a loss we operations, for which you have cover under SECTION II - LIABILITY, our been added as an additional obligations are limited as follows: insured by attachment of an a. Primary Insurance endorsement. This insurance is primary except when When this insurance is excess, we paragraph b. below applies. If this will have no duty under SECTION II - insurance is primary, our obligations LIABILITY to defend the insured are not affected unless any of the against any "suit if any other other insurance is also primary. Then, insurer has a duty to defend the insured against that "suit". If no other we will share with all that other insurance by the method described in insurer defends, we will undertake to paragraph c. below. do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 Hanover Insurance Group- OBF D681476 5701751 a. Prior to a loss to your Covered We waive any right of recovery we may Property. have against any person or b. After a loss to your Covered Property organization with whom you have a only if, at time of loss, that party is written contract, permit or agreement one of the following: to waive any rights of recovery against such person or organization because of (1) Someone insured by this payments we make for injury or insurance; damage arising out of your ongoing (2) A business firm: operations or "your work" done under a a Owned or controlled b you; contract with that person or ( ) Y Y organization and included in the or "products-completed operations (b) That owns or controls you; or hazard". (3) Your tenant. This condition does not apply to You may also accept the usual bills of Medical Expenses Coverage. lading or shipping receipts limiting the L. Transfer of Your Rights and Duties Under liability of carriers. This Policy This will not restrict your insurance. Your rights and duties under this policy 2. Applicable to SECTION II - LIABILITY may not be transferred without our written Coverage: consent except in the case of death of an individual Named Insured. If you die, your If the insured has rights to recover all or rights and duties will be transferred to your part of any payment we have made legal representative but only while that under this Coverage Part, those rights legal representative is acting within the are transferred to us. The insured must scope of their duties as your legal do nothing after loss to impair such representative. Until your legal rights. At our request, the insured will representative is appointed, anyone with bring "suit" or transfer those rights to us proper temporary custody of your property and help us enforce them. will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81