FIRST AMENDMENT TO
PROFESSIONAL CONSULTANT SERVICES AGREEMENT FOR
SOLID WASTE PROCUREMENT ASSISTANCE CONSULTING SERVICES
This First Amendment to Professional Consultant Services Agreement for professional SOLID WASTE PROCUREMENT ASSISTANCE consulting services (this “First Amendment”) is made and entered into on this ____day of ________, 2022, by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and MSW CONSULTANTS (“Consultant”).
R E C I T A L S:
A. City and Consultant entered into that certain Professional Consultant Services Agreement for SOLID WASTE PROCUREMENT ASSISTANCE (the
“Agreement”) on March 21, 2022.
B. City and Consultant desire to amend the Agreement in the manner provided herein.
C O V E N A N T S:
Section 3.1 of the Agreement is hereby amended by adding services to provide for solid waste and recycling negotiations. In addition to the services to be performed by Consultant as referenced in Exhibit A to the Agreement, Consultant shall also perform those services described in Exhibit “A” to this First Amendment, which exhibit is attached hereto and incorporated herein by this reference.
Section 3.3 of the Agreement is hereby amended by increasing the not to exceed amount from Twenty Five Thousand Dollars ($25,000) to Sixty Thousand Dollars ($60,000) for the remainder of the Agreement.
Except as expressly amended by this First Amendment, the remaining portions of the Agreement shall remain in full force and effect.
Attachment 5
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed on the respective dates set forth opposite of their signatures.
CITY OF SAN CLEMENTE
By:________________________________
ATTEST: Its:_______________________________
______________________________ Dated: ____________________, 20____ CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
BEST BEST & KRIEGER
____________________________
City Attorney
APPROVED AS TO AVAILABILITY
OF FUNDING:
________________________________
Finance Authorization
__________________________
(“CONSULTANT”)
By:_____________________________
Its:_____________________________
Dated: __________________, 20____
EXHIBIT “A”
SCOPE OF WORK -TASK 2 - NEGOTIATE WITH CR&R
Objective of Negotiation with CR&R
The main objective of a sole source negotiation is to realize the 'best of both worlds.' The objective is to avoid the potential risks involved with the selection and transition to a new service provider, while at the same time securing an agreement with CR&R that represents the same value that the City would have otherwise obtained if it had conducted a competitive procurement.
Scope of Work - Negotiate with CR&R
To accomplish this objective, we will perform the following tasks:
Task 2a - Negotiation Kickoff Meeting
If the City decides to begin negotiations with CR&R, we will conduct a kickoff meeting with City staff. We will also conduct a subsequent meeting with City staff and representatives from CR&R. The purpose of the meeting with City staff will be to confirm the project scope, schedule, key issues, deliverables, and the City's negotiating strategy. The purpose of the meeting with CR&R will be to discuss the project schedule, the information CR&R will need to provide, and potential modifications to the key terms and services in the franchise agreement.
Deliverables:
Meeting agenda and notes
Task 2b - Gather Operational and Billing Information
We will gather from CR&R billing information about its customers in the City. This information will likely include the number of customers, number of dwelling units, and each residential customer's size and number of carts.
We will gather operational information from CR&R. For example, we will gather information about the number of routes they operate and the number of tons they collect. We will also gather information about the number of customers at each level of service, including the size and number of containers, and number of pickups per week, etc. We will analyze the information we gather and evaluate it for reasonableness. The purpose for gathering this information is to calculate the company's total revenue, disposal and fuel expense, as described below in Task 2c.1
We will also gather the bid results from other recent competitive solid waste procurements from other cities, including those in which CR&R may have participated. The purpose for gathering this market data is to gain a better understanding of CR&R's cost drivers and market objectives.
Deliverable:
Information gathered from CR&R
1 This step will need to be performed whether the City negotiates or goes out to bid. If the City decides to subsequently issue an RFP, this operational data will be included in the RFP Package. The purpose for including this operational data in the RFP Package is to assist the proposers in estimating their cost of service.
Task 2c - Estimate Total Contract Revenue
We will use the information we gather in Task 2b above to estimate CR&R's total revenue in the City, as well as its disposal and fuel cost expense. The purpose for estimating the company's total revenue, disposal and fuel expense is to enable the City to understand the rate impact of various negotiating issues.
Deliverables:
Workbook of CR&R's total current contract revenue
Task 2d - Develop Negotiating Strategy; Prepare Meeting Materials Based on the information we gather and our previous discussions with City staff, we will develop a negotiation strategy, and prepare meeting materials for use in our discussions with CR&R. We will develop a negotiation strategy by preparing an outline of the key contract terms, which will be accompanied by a 'preferred' and a 'fallback' outcome for each issue. The 'preferred' outcomes will be those that we believe would benefit the City and may be marginally acceptable to CR&R. The 'fallback' outcomes are those that would be marginally acceptable to the City, but not less favorable than the City might expect to achieve through a competitive procurement.
The purpose for developing such a negotiating strategy is not to necessarily prescribe the terms the City would be willing to accept. The City will always have the flexibility to 'call an audible,' and vary from its negotiating strategy. The primary purpose of having a written negotiation strategy is to cause the City to deliberate on all the issues, and thereby be better prepared for its discussions with CR&R.
We will also prepare written materials for use in negotiating meetings with CR&R. These materials will likely take the form of tables or exhibits listing all the issues. These materials will also include an updated version of the franchise agreement with the City's proposed changes 'redlined.' The purpose of the meeting materials will be to ensure that both parties have a common understanding of the issues, and to promote an organized and systematic approach to reaching an agreement that is best for the City.
Deliverables:
Meeting materials
Outline of negotiation strategy
Task 2e - Participate in Negotiating Sessions
We will prepare for and participate in up to four meetings with City staff and CR&R. At these meetings, we will listen to CR&R's proposals, and confirm our understanding of the company's objectives. We will also present the City's negotiating positions. To the extent that they will further the City's negotiating objectives, we will present various market information and cost analyses. We will seek to persuade CR&R to accept the City's proposals. The purpose of these meetings will be to systematically bring the parties closer together on the various issues, and to ultimately agree on a new franchise agreement that represents the best value for the City.
During the course the contract negotiations, we will perform other tasks such as preparing status reports for distribution to the Council Subcommittee, and revising our meeting materials (e.g., 'redlined' versions of the franchise agreement, etc.).
Deliverable:
Meeting agenda and materials
Task 2f- Meet with Council Subcommittee
We have found that it is often beneficial to consult with a City Council subcommittee during the negotiation process. Therefore, after the negotiations are complete, we propose to meet once with the Council Subcommittee and review the results of the City's negotiations with CR&R. If the City and CR&R have agreed to terms for a new agreement, we will present those terms to the members of the Council Subcommittee.
If the City is not able to agree on terms with CR&R, we will describe the outstanding issues, outline each party's position, and explain why it is not in the City's interest to agree to CR&R's terms. The purpose of this task is to obtain the City's approval of the outcome of the negotiating process, and to formulate a recommendation to the City Council on how to move forward.
Deliverable:
Meeting agenda and notes
Task 2g- Present Negotiation Results and Recommended Action to City Council We will prepare a Powerpoint summary of the results of the negotiations. If the negotiations result in the City and CR&R agreeing on terms for a new franchise agreement, we will prepare a City Council staff report and Power Point that outlines the services, rates, and key terms of the agreement. We will also present a rate comparison to other cities using the newly agreed-upon service rates.
If the negotiations are not successful, we will present, in general terms, the reasons why we found it not in the City's interest to agree to CR&R's proposed terms. However, we will be mindful to not present any information in public that may compromise the conduct of a competitive procurement. We will review this presentation with City staff, and revise it as necessary. We will attend a meeting of the City Council and present the outcome of the contract negotiations, and the recommended action.
Deliverables:
City Council staff report
Power Point presentation
Presentation to City Council