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22-097 HF&H for Solid Waste Consulting Services
Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 1 of 9 MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH HF&H CONSULTANTS, LLC 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and HF&H Consultants, LLC., (“Contractor”) a Corporation for Solid Waste Consulting Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 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. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19. 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 August 31, 2025 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 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. Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 2 of 9 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 $350,000.00 (“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. 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. 4.3 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 (30) 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, if required by the Cupertino Municipal Code. 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 Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 3 of 9 unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 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. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, 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 upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the 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 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: (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. Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 4 of 9 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS 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 (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT 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 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. 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. 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 Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 5 of 9 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. 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. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 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 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. Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 6 of 9 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. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 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 Title 2 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 Ursula Syrova 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. Contractor Project Manager. Subject to City approval, Contractor assigns Peter Deibler 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. Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 7 of 9 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. 21. ENTIRE AGREEMENT This Agreement represents the full 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 any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 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. Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 8 of 9 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 City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Ursula Syrova Email: ursulas@cupertino.org To Contractor: HF&H Consultants, LLC. 201 N. Civic Drive, Suite 230 Walnut Creek, CA 94596 Attention: Peter Deibler Email: pdeibler@hfh-consultants.com 27. 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] Solid Waste Consulting Services Master Professional/Specialized Services Agreement/ Rev. October 2021 Page 9 of 9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By Name Title Date HF&H CONSULTANTS, LLC. By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Rob Hilton President Jul 12, 2022 Christopher D. Jensen Dianne Thompson (she/her) Acting City Manager Jul 25, 2022 Jul 25, 2022 City of Cupertino Technical Proposal Solid Waste Consulting Services Proposal May 20, 2022 Page 8 HF&H Consultants, LLC procurements, MOU discussions with neighboring cities, and a range of negotiations. In recent years, Rob has served as an advisor and Danielle and Alison have assisted on many of these projects. In particular, Danielle is participating in cost-of-service modeling and annual contractor compensation reviews for Sunnyvale. San José: Since 2008, Peter has managed multi-year MSA agreements with the city of San Jose, facilitating the process that resulted in the current contractual arrangements with Republic and GreenWaste for commercial collection and processing. He participated in residential collection and processing negotiations with four service providers and benchmarked the city’s C&D program against other progressive local programs. Peter and Alison recently assisted the city with its SB 1383 ordinance, and Peter, Danielle, and Alison recently provided confidential technical support to the city’s solid waste department and the city attorney’s office. Mountain View: Peter led a consulting team in developing a zero-waste plan, managed a sole source collection negotiation with Recology, and assisted the City in assessing operational and financial issues related to food scrap collection. Milpitas: In 2013-2014, Rob and Peter conducted competitive collection and disposal procurements for the city of Milpitas. SB 1383: HF&H has the most extensive SB 1383 knowledge and experience of any public-sector oriented consulting firm in California. Rob and Alison are part of HF&H’s SB 1383 team and Peter has also been heavily engaged in SB 13983 planning and implementation. In 2019, HF&H prepared four Model SB 1383 Implementation Tools for CalRecycle, which were used by jurisdictions across the State to prepare compliance plans, compliant franchise agreements, new or revised ordinances, and develop strategies for reporting, recordkeeping, enforcement, and monitoring. Performance Reviews: Peter leads HF&H’s performance review practice, most recently completing reviews for Pleasanton and Sunnyvale (the second one). In the South Bay, he has also managed performance reviews for Mountain View and Palo Alto. LABOR CATEGORIES AND RATE SCHEDULE HF&H proposes the following billing rate schedule for the three-year qualification period. Specific hourly rates for the four core team members are: Rob Hilton - $325, Peter Deibler - $305, Danielle Derby - $215, and Alison Griffith - $215. Position Rate Executive $310 - $325 Senior Project Manager $295 - $305 Project Manager $250 - $260 Senior Associate $215 - $230 Associate Analyst $165 - $175 Assistant Analyst $140 - $155 Administrative Staff $115 - $125 EXHIBIT A- SCOPE OF SERVICES City of Cupertino Technical Proposal Solid Waste Consulting Services Proposal May 20, 2022 Page 9 HF&H Consultants, LLC PROPOSED SCOPE OF WORK AND BUDGET BY TASK Task 1. Assistance Securing Disposal Services Background There are three disposal facilities in Santa Clara County: Republic’s Newby Island and Waste Management’s (WM) Kirby Canyon and Guadalupe Landfill. Of these, Newby Island and Kirby Canyon are the only viable options; Guadalupe is not accepting new municipal disposal contracts. GreenWaste Recovery and Waste Connections may offer to transfer MSW from San José for disposal in Monterey or Solano County, respectively, but with significant climate emissions and transportation cost impacts. Newby Island also provides exclusive construction and demolition (C&D) processing services. Fortunately, there are a number of options for C&D processing in the South Bay. In approaching a new disposal contract, the City will encounter four significant challenges during the process: 1) generating competition given the limited options; 2) evaluating alternative solutions that may include disposal or mixed waste processing plus disposal; 3) benchmarking pricing in a high inflation environment; and 4) communicating the final recommendation to City Council. Approach HF&H proposes to assist the City in conducting a parallel negotiation with Republic and WM for future use of Newby Island or Kirby Canyon. We believe that a parallel negotiation will be simpler, shorter, and more productive than a competitive RFP process, while addressing the challenges identified above by generating immediate competition, providing the best available current market options and pricing, addressing City interest in MSW processing, and providing clear choices for the Council. If the City is interested in MSW processing, HF&H recommends initiating discussions with Republic (Newby Island), GreenWaste Recovery (Charles Street in San José), and Sunnyvale (SMaRT Station). We can help the City assess the benefits and tradeoffs inherent in use of one of these privately- or publicly-owned options. For C&D processing, HF&H recommends moving to a non-exclusive system in which generators have a choice of approved facilities, consistent with the Cupertino Municipal Code and State law. We recommend the City negotiate capacity at the nearby Zanker Road facility, which is among the best processors of C&D material in the country, as a guaranteed backstop for the City’s generators but also to allow generators to use facilities that are on San José’s certified C&D facility list. We will assist the City in negotiating a simple agreement that guarantees City generator access to capacity without addressing pricing. HF&H recommends the City Council adopt a communication policy, such as the one used for the recent Recology negotiation. HF&H will assist the City in developing a process for evaluating the results of the negotiations and final Council approval of future services. The evaluation process should address cost factors, such as tip fees and transport cost, as well as qualitative factors, such as acceptance of the City’s contract terms, tradeoffs in greenhouse emissions, and relative recovery rates from MSW processing. The Recology agreement has a process to adjust compensation for off-route costs to accommodate changes in facility location. HF&H understands the City is seeking to or has already entered into a short extension with Republic. Assuming this is the case, HF&H will develop a draft disposal agreement defining the City’s needs and define MSW and C&D processing interests. A brief termsheet could be used to more rapidly initiate City of Cupertino Technical Proposal Solid Waste Consulting Services Proposal May 20, 2022 Page 10 HF&H Consultants, LLC discussion. In general, HF&H will refine our proposed approach, as necessary, following discussion with the City. Deliverables HF&H will assist the City in identifying and assessing options and approaches for disposal, MSW processing, and C&D processing. We will prepare a draft and final draft disposal agreement for use in a parallel negotiation and a termsheet summarizing MSW and processing needs, review proposals (including cost and non-cost factors), and assist in negotiating a new agreement(s) for disposition of materials. Fee Estimate The estimated fee for Task 1 is $125,000 - $150,000. Among the factors affecting cost: The degree of necessary coordination with other City departments and with outside counsel, if the City chooses to enlist such services. Whether the City Attorney’s office or outside counsel determines that CEQA requires analysis of the impact of changes in transport. Recology cooperates with the City and HF&H during the review and audit process, providing timely and complete responses to information requests and data to support transport analysis, including CEQA-related transport analysis. The degree to which Zanker Road representatives cooperate in a timely manner in entering into an agreement with the City. The extent and nature of HF&H’s assistance in supporting MSW processing discussions with Sunnyvale. Task 2. Assistance with Rate Year Four Cost-Based Hauler Rate Adjustment Background HF&H assisted the City in negotiating a ten-year rate plan with Recology that would balance the need to smooth rate increases by providing Recology a reasonable level of profit. Recology agreed to take losses in Rate Years One through Three, anticipating full recovery of costs in Rate Period Four and onward. The RY4 Cost-Based adjustment has the goal, within specified parameters, of fully compensating Recology for allowable costs. Final compensation will, at City discretion, be funded through rate revenues and use of reserves from the City’s Resource Recovery Enterprise Fund. Task 2 is an atypical cost-based review due to the variety of policy issues that factored into determining Recology’s compensation and customer rates under the new agreement, including in part, Recology’s shortfalls under the previous agreement, City fee revenue requirements, the City’s reserve balances, and gradual changes to the rate structure. While the agreement delineates the review process and provides protections for both parties there are important discretionary policy issues for City consideration, especially if Recology is not meeting its requirements. Thus, as discussed below for Task 3 Assistance with Performance Review and Audit of Hauler During RY4, HF&H recommends coordinating the work for Task 2 and Task 3 such that the results from Task 3 inform the final Task 2 results. City of Cupertino Technical Proposal Solid Waste Consulting Services Proposal May 20, 2022 Page 11 HF&H Consultants, LLC Approach The agreement requires Recology to submit the Application on or before August 1, 2023. HF&H recommends that the City, HF&H, and Recology meet in May 2022, following submittal of Recology’s financial statement, but well in advance of Recology’s RY4 application submittal. The purpose of this meeting is to discuss agreement language regarding the approach and schedule for the review, remind Recology staff, as necessary, of the context of the review, discuss any related issues that the City or Recology wishes to address in the process, and to discuss coordination of the review with the conduct of Task 3 Performance Review and Audit. Meeting relatively early with Recology gives the City and HF&H the opportunity to hear and, if necessary, to resist any Recology effort to use the submittal to expand the review scope to increase compensation. HF&H will review the submitted application for mathematical accuracy and logical consistency, confirming it follows the methodology specified in Exhibit E2 of the Franchise Agreement. The review will focus on vehicle capital expenditures, specific SB 1383 expenses including required added staff positions, forecasting of allowable costs based on predetermined indices and calculations subject to a five percent cap, and recalculation of franchise fees and City reimbursements. Once HF&H has developed draft results, we will share them with the City and begin discussion of how best to allocate rate increases to customer classes and whether it will be desirable to again use reserves to smooth rates. HF&H will also discuss with the City whether there is interest in establishing a Vehicle Street Maintenance Fee. In 2020, at the City’s request, HF&H conducted a cost nexus analysis to support such a fee, should the City wish to add it. Deliverables Draft, final draft, and final memo reports addressing our findings including reasonableness and comparison to industry standards. Supporting documents and data will be made available to the City upon request. Fee Estimate The estimated fee for Task 2 is $75,000 - $90,000. The cost range assumes: Coordination of Task 2 with the Task 3 Performance Review and Audit work provides timing, scope, and cost efficiencies for both Tasks 2 and 3. Recology cooperates with the City and HF&H during the review and audit process, including providing timely and complete responses to information requests. Recology’s financial and operational performance during Rate Years One through Three and the City’s existing approach to rate smoothing do not change, such that substantial revisions to the confidential model and ten-year plan are required to develop new projections. As a result, the City will not need significant HF&H assistance to reanalyze the use of City fees or reserves to meet funding needs, and it will not be necessary to remodel rate scenarios to not only address cost of service by customer class but also by container type within each customer class. City of Cupertino Technical Proposal Solid Waste Consulting Services Proposal May 20, 2022 Page 12 HF&H Consultants, LLC Task 3. Assistance with Performance Review and Audit of Hauler During RY4 Background Section 6.3 of the agreement allows the City to conduct two performance reviews and detailed financial audits, at the City’s discretion, at any point during the term. The City chose to negotiate a new sole-source agreement with Recology, and it is our understanding that Recology’soverall performance has been good. The cost of performance reviews range widely depending on the number of issues and the level of detail at which each issue is reviewed. HF&H’s recent financial audits of Recology did not identify any substantive issues or concerns. For the reasons above, HF&H recommends a targeted approach to both the performance review and audit that minimizes cost and maximizes value. HF&H believes that these goals can best be met by beginning the Task 3 Performance Review and Audit prior to or in tandem with the Task 2 work. This will ensure that the results of the Task 2 work are informed by the findings of Task 3, avoiding a situation in which the City approves a RY4 adjustment - effectively the new baseline for the next several years of compensation - and subsequently identifies performance or financial issues that might have led to a lower RY4 adjustment. Approach HF&H recommends that the City and HF&H meet in late 2022 to discuss the timing and the goals for the Performance Review and the Audit. Depending on the City’s decision on timing, the City and HF&H will either meet with Recology prior to the May 2023 Task 2 meeting to discuss the Performance Review and Audit, or will discuss them with Recology at the May meeting. Performance Review Based on discussion with the City, HF&H will provide a detailed scope for addressing issues in up to four broad areas of performance, such as SB 1383 program compliance (including contamination monitoring), customer service, education and outreach, record keeping and reporting, and other contractual requirements. HF&H will share the scope of work with and transmit a request for information (RFI) to Recology. HF&H will review the responses and request any necessary clarification from Recology. HF&H may suggest the City consider modifications in the focus of the Performance Review, should the RFI response indicate benefit in doing so. HF&H will assess the information provided by Recology against the requirements of the agreement. For example, if the City identified recordkeeping and reporting as an area of focus, HF&H might review submitted reports for the past 12 months for compliance and completeness with Exhibit D Reporting Requirements. HF&H will be available to assist the City in monitoring Recology’s continued compliance or improvement based on the results of the Performance Review. Based on the findings and after consultation with the City, HF&H will recommend steps that Recology and the City can take over-time to ensure needed improvements are achieved. As budget allows, HF&H will provide the City with direct assistance in monitoring Recology progress. Audit HF&H recommends that the Audit focus on City fee remittances (CF Audit) and review of key expenditures. HF&H’s 2020 Recology audit found that Recology was properly calculating and remitting City Fees in accordance with the prior agreement. The methodology for calculation and remittance of the City Fees is City of Cupertino Technical Proposal Solid Waste Consulting Services Proposal May 20, 2022 Page 13 HF&H Consultants, LLC the same in the new agreement and we do not anticipate a significant variance in the results. Thus, we propose that we audit the past 24 months of City Fee remittances to ensure compliance. For the key expenditures review, HF&H will assess whether Recology’s larger, funded expenditures, such as capital purchases and new staff hires, have in fact been incurred. HF&H will communicate with the City and Recology regarding the specific objectives of the City Fee audit and the key expenditures review, and send a request for information (RFI) to Recology listing the required documentation and review submittals for mathematical accuracy to confirm compliance with the agreement. As an alternative to, or possibly an addition to the CF Audit, HF&H suggests that the City consider conducting a billing audit to review the revenue generated from customer billings in order to assess the reasonableness and accuracy of the gross rate revenue, as reported by Recology. A billing audit entails review of the current customer subscription data and calculation of actual revenues based on then- current rates followed by testing a limited sample of commercial and residential customer accounts to verify the rates match the current approved rate schedule. Deliverables Performance Review Draft, final draft, and final memos addressing our findings, including reasonableness and comparison to industry standards, and recommendations on any areas for improvement. Recology will have the opportunity to review the findings and recommendations before they are finalized. Supporting documents and data will be made available to the City upon request. HF&H will assist the City in developing a monitoring process and will be available to assist with monitoring Recology’s progress towards making needed improvements, as described above. Audit Draft, final draft, and final memos addressing our findings including reasonableness and comparison to industry standards, and recommendations on any areas for improvement. Supporting documents and data will be made available to the City upon request. Fee Estimate The estimated fee for Task 3 is $60,000 ($50,000 for the Performance Review and $10,000 for the Audit). The cost range assumes: Coordination of Task 3 with the Task 2 Cost-Based Review work provides timing, scope, and cost efficiencies for both tasks. Recology cooperates with the City and HF&H during the review and audit process, including providing timely and complete responses to information requests. Task 4. Residue Audits Background Achieving the organics disposal reduction goals of SB 1383 requires that organic material be properly sorted and processed into beneficial recovered product. Waste characterizations can play an important role in this process, but often cost hundreds of thousands of dollars. HF&H proposes to work with the City to create a targeted methodology(ies) that provides the maximum value at minimized cost. City of Cupertino Technical Proposal Solid Waste Consulting Services Proposal May 20, 2022 Page 14 HF&H Consultants, LLC SB 1383 requires that jurisdictions conduct contamination monitoring (through route reviews or waste evaluations) and requires certain facilities to conduct evaluations of post-processing residue and recovery efficiency. The City’s new franchise agreement delegates these responsibilities to Recology, which is now compensated for services related to contamination monitoring and compliance with facility contamination sampling as follows: Section 4.2.C – Recology is required to actively work with the Organic Materials Processing Facility over the term to ensure that contamination of organic materials delivered to the Processing Facility remains below the limits established by applicable law, including SB 1383. Section 4.2.D – Recology is required to ensure that the organics processing facility and transfer facility comply with SB 1383 incompatible materials limits and sampling requirements. Section 4.13.1 – Recology is required to conduct annual SB 1383 contamination route monitoring. Exhibit B.4, Section 7 – Recology is required to cooperate with and assist the City with waste characterization studies “at no additional compensation, provided such assistance does not interfere with Contractor’s operations and is at no or de minimis cost to Contractor. Such assistance shall include allowing the City and its agents to perform generation and characterization studies at the Approved Transfer Facility at no additional compensation…Contractor shall work with the City’s agents to provide a waste characterization plan for the City’s approval that details methods, proposes material types to study, dates and times of studies, and number of sites to study in each sector.” Approach HF&H will work with the City, as provided in the SOQ question responses, to conduct sorts of “Cupertino material before it gets commingled and leaves the Recology transfer station to see how much non- compostable material is included and how that compares with the facility-level diversion rates.” Targeted sorts of collected material can help the City identify the most common contaminants, determine if certain sectors or routes have chronic contamination, and determine how City and Recology outreach efforts can best be targeted, etc. HF&H also wants to ensure that sorts expand on, rather than duplicate, the services Recology is already compensated to perform, and will seek to minimize City cost by enlisting Recology assistance as required in Exhibit B-4. HF&H staff will conduct an initial design meeting with City staff to further understand the City’s priorities and determine the metrics to be measured, followed by discussion with Recology of what assistance they will provide. Example key questions that will shape project schedule and costs include: What information is the City looking to gain and what studies will be necessary to capture this information? Sort methodology(ies) need to align with specific goals for the sort, including the types of studies and how each is designed. While factors mentioned below, such as how the number of samples will impact costs, the study design process is in itself one of the more significant costs. For example, should certain sectors (e.g., single-family or multi-family) be the focus or should all sectors be included? Should specific routes or portions of routes be targeted to measure changes in contamination over time, based on Recology’s contamination monitoring? HF&H will help the City consider the interaction between Recology’s route reviews and the City’s sampling process. The City may wish to verify Recology’s results or to select different samples in order to get information not covered in the route audits. How important is statistical significance? Providing for statistically significant results requires sorting more samples at greater cost. Given the large capital investment involved, facility and collection City of Cupertino Technical Proposal Solid Waste Consulting Services Proposal May 20, 2022 Page 15 HF&H Consultants, LLC program development benefit from statistically significant results. But larger margins of error are more acceptable if the goal is to measure relative amounts of different types of contamination, relative changes in contamination in specific areas of the City over-time, and to target education efforts. While more precision has its benefits, the City should weigh the extent to which increased sampling and associated cost achieves City goals. How many studies should be conducted and how frequently? For example, the City could conduct a full one-day study or multiple studies over an extended period of time. One study would be more operationally efficient and cost-effective, but less representative of fluctuations over time. In general, HF&H recommends use of several smaller repeats of targeted sorts that allow for assessing change over time. How will Recology assist? Recology is required, if requested to provide a waste characterization plan for the City’s approval, and to assist with the City with waste characterization studies. HF&H will assist the City in determining whether, and in what form, to take advantage of Recology assistance during the design process. HF&H assumes Recology will cooperate with the study, as required by the franchise agreement, including providing one piece of heavy equipment and a licensed operator. What communication and workflow processes will be needed for the project? Factors such as the number of meetings, whether meetings are virtual or in person, the number of review cycles of work products, and the number of City staff needing to review work products will impact study timing and cost. Based on City direction regarding the above issues, HF&H will design and manage the sort(s) based on the agreed methodology(ies). HF&H will obtain and manage a qualified sort crew, as necessary, to augment HF&H staff, drawing on sources, such as the Conservation Corps and the San Jose State waste management program, supplemented by industry networks and temporary staffing firms. As HF&H’s lead staff, Alison and Danielle are experienced in conducting waste characterizations and will supervise daily operations of the crew. HF&H will document and analyze the results of the sort(s) and will compare the results to available Recology data from Recology’s contamination route reviews and required State facility reporting. Deliverables: Documented methodology(ies). Waste characterization results, with raw data available upon request. Brief report containing a summary of the sort methodology, characterization and contamination analysis, and summary of findings and recommendations. Fee Estimate Our estimated fee for Task 4 is $25,000 to $50,000, depending on the factors discussed above, including the study design and resulting number of samples, the range of types of required methodologies, and the number of sorts. This page intentionally left blank CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT #:MA Date: Maximum Compensation: Consultant:Firm Name: Address: Contact: Ph: Email Address: Project Name: Description: (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 : SO Acc't #:PO #: Project #:Date: Approvals: Date: 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: Consultant: CIP Manager: Management Analyst Master Agreement Maximum Compensation: Master Agreement Unencumbered Balance: Total Previously Encumbered to Date: MA End Date: Encumbrance this Service Order: City of Cupertino Master Agreement Service Order Exhibit B Insurance Requirements for Professional/Specialized Services Agreement Version: Sept. 2019 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 on an “occurrence” basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (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 10 04 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 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 Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. (Not required if Contractor provides 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 (if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services 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 20 10 11 85 or if not EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Insurance Requirements for Professional/Specialized Services Agreement Version: Sept. 2019 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 of premiums. 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 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” or better. 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. 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 during the 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOS NON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD 06/28/2022 Newfront Insurance Services, LLC 450 Sansome Street Suite 300 San Francisco CA 94111 HF&H Consultants, LLC 590 Ygnacio Valley Rd. Suite 105 Walnut Creek CA 94596 Holly Alessi (415) 754-3635 holly.alessi@newfront.com Citizens Ins Co of America 31534 Hartford Casualty Ins Co 29424 Gemini Insurance Company 10833 Hudson Excess Insurance Co 14484 A OBF-D681476-04 09/06/2021 09/06/2022 2,000,000 1,000,000 10,000 2,000,000 4,000,000 3,000,000 A OBF-D681476-04 09/06/2021 09/06/2022 1,000,000 A OBF-D681476-04 09/06/2021 09/06/2022 3,000,000 3,000,000 B 57WECZR5765 09/06/2021 09/06/2022 1,000,000 1,000,000 1,000,000 C Errors and Omissions Claims-made VNPL008121 09/06/2021 09/06/2022 Each claim: $2,000,000 General aggregate: $2,000,000 Deductible: $10,000 (Insurer D) - Cyber Liability - CYB-3015118-00 - (03/31/2021 - 09/06/2022) - Each Claim: $1,000,000. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is included as an additional insured as required by a written contract with respect to General Liability. Coverage is Primary and Non-Contributory. Waiver of subrogation applies in favor of the certificate holder with respect to General Liability and Workers Compensation. Umbrella Follows Form. Notice of Cancellation form #IL 00 17 11 98 applies with respect to the General Liability policy. City of Cupertino Cupertino 10300 Torre Ave CA 95014 POLICY NUMBER: OBF-D681476-04 COMMON POLICY CONDITIONS IL 00 17 11 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 All Coverage Parts included in this policy are subject to the following conditions. A.Cancellation 1.The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b.30 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. B.Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C.Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D.Inspections And Surveys 1.We have the right to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. 3.Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4.Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. E.Premiums The first Named Insured shown in the Declarations: 1.Is responsible for the payment of all premiums; and 2.Will be the payee for any return premiums we pay. F.Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. HF&H for Solid Waste Consulting Services Final Audit Report 2022-07-26 Created:2022-07-25 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAU3JBFy3pEp5T2j9gtqZHsGS1-YpIpjnG "HF&H for Solid Waste Consulting Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-07-25 - 5:01:15 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2022-07-25 - 5:02:58 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2022-07-25 - 5:03:29 PM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-07-25 - 5:03:36 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-07-25 - 6:53:10 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to christopherj@cupertino.org for signature 2022-07-25 - 6:53:18 PM GMT Email viewed by christopherj@cupertino.org 2022-07-25 - 6:55:48 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. 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