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2200 - MSW Consultants - Billing Audit Services of Republic Services, Inc.1 PROFESSIONAL SERVICES AGREEMENT BILLING AUDIT SERVICES (MSW CONSULTANTS) 1. PARTIES AND DATE. This Agreement is made and entered into this 0+ Day of 2025 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and MSW Consultants with its principal place of business at 41760 Ivy St., Suite 203, Murrieta, CA 92562 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Billing Audit Services of franchised waste haulers to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such ongoing professional Billing Audit Services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. MSW Consultants Page 2 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Billing Audit Services necessary for the Project, herein referred to as "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from the Effective Date through December 31, 2025 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. MSW Consultants Page 3 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates David Davis or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City business License, and MSW Consultants Page 4 that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Thirty Thousand Dollars ($30,000) and in accordance with consultant's proposal dated March 7t", 2025. Consultant's proposal is hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing, as MSW Consultants Page 5 described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Consultant. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make MSW Consultants Page 6 transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: MSW Consultants 41760 Ivy St., Suite 203 Murrieta, CA 92562 Attn: David Davis CITY: City of Rosemead 8838 Valley Blvd Rosemead, CA 91770 Attn: Sam Gutierrez MSW Consultants Page 7 Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. MSW Consultants Page 8 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. MSW Consultants Page 9 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. MSW Consultants Page 10 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. MSW Consultants Page 11 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next Page] MSW Consultants Page 12 CITY OF ROSEMEAD Ben Kim, y Manager ate Attest: Ericka Hernandez, City Clerk Approved as to Form: Rachel Richman City Attorney tI2-g)'15 Date V1 12,57 Date MSW CONSULTANTS By. t---j L' , Name: �) e;Ltl I J, Title: P K %t 4 -rW-� [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By — Name: ��-��'idq Title: ei� %�'JjfII#,to, onSUM �FLP OrtfIf � SEAL0140 • ' 10/11/1 '�' lllll MSW Consultants Page 13 EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE �RPORAZEp/ Proposal to Perform a Billing Audit of Republic Services, Inc. Submitted by u7m CONSULTANTS Solid Waste Consultants to Local Government March 21, 2025 Page intentionally left blank Proposal to Perform An Audit of Republic Services, Inc. Table of Contents 1 Cover Letter...........................................................................................................................................1 2 Background, Objectives, and Procedures............................................................................................3 3 Proposer's Background and Experience.............................................................................................. 7 3.1 Company Background............................................................................................................................7 3.2 Experience...............................................................................................................................................8 4 Project Team........................................................................................................................................10 5 Resumes...............................................................................................................................................11 6 Proposed Fees.....................................................................................................................................15 1 Cover Letter March 21, 2025 Ms. Arlene Tieu Administrative Analyst City of Rosemead Department of Public Works Proposal to Perform A Billing Audit of Republic Services, Inc. Dear Ms. Tieu: MSW Consultants is pleased to submit this proposal to perform a billing audit of Republic Services, Inc. for the City of Rosemead (City). We provide solid waste consulting services exclusively to local governments in the areas of finance, economics, and public policy. Our mission is to work with municipal managers to maximize the value of the solid waste services that are delivered to their ratepayers. In our 30-year history, we have provided a broad range of solid waste consulting services to over 100 cities, counties, and special districts in the areas of regulatory compliance, auditing, contract negotiation, rate setting, competitive service procurement, contract compliance, and waste diversion. We believe the following characteristics of our firm uniquely qualify us to perform this project for the City: • Our staff includes professional accountants with extensive waste hauler audit experience, including experience in auditing over 40 different solid waste haulers. • In addition to our auditing experience, each of our staff members has experience in assisting local governments comply with AB 341, AB 1826, and SB 1383. • We propose to conduct field visits to customers' locations to ensure they have the correct size of container. This is a step in the audit that not all firms include in the scope of work. • We take a constructive approach to working with private waste haulers. We only work for local governments to avoid any conflicts of interest. Our goal is not to necessarily find errors. Our goal is to professionally work through our procedures, and let the facts determine our findings. We find that this contributes to a professional and constructive relationship between the City and the firm that provides a vital public service. We appreciate the opportunity to submit this proposal. If you have any questions, please call me at (951) 704-9776, or email me at dave@msw-consultants.com. 1of15 Sincerely yours, r- - David Davis, CMA President MSW Consultants 2of15 2 Background, Objectives, and Procedures Background The City arranges for solid waste collection service through an exclusive franchise agreement (Agreement) with Republic Services, Inc. (Republic). The Agreement became effective in August 2013. Under the provisions of the Agreement, Republic has the exclusive right to provide for the collection, transportation, recycling processing, and disposal of solid waste in the City. In consideration for this right, Republic is required to: • Provide accurate and timely billing for commercial and residential customers. • Provide solid waste collection service at rates that are annually adjusted pursuant to the rate adjustment method set forth in the Agreement. • Remit to the City all fees outlined in the Agreement. • Submit monthly and quarterly reports to the City. • Undertake certain customer service activities in the City. • Meet the City's waste diversion goals. To confirm that Republic Services is accurately billing its commercial customers in accordance with the agreement, the City has indicated its desire to exercise its right to conduct a billing audit of Republic. Goal and Objectives The goal of this engagement is to conduct a billing audit according to procedures outlined below. The scope of the billing audit will be based on Republic's performance during the period from August 1, 2023, through December 31 ,2024. The objective of this engagement is to confirm that Republic complied with the following articles of the agreement: • Article 7 - Collection Service Billing • Article 4 - Franchise Fees and Payments • Article 6 - Collection Service Rates Procedures To accomplish the objective, we propose to perform the following tasks: Task 1— Project Administration We will conduct an initial kickoff with City staff and representatives from Republic. At the kickoff meeting, we will review the project scope, schedule, and key issues. We will also review the list of 3of15 information we will need from the City and Republic, discuss key issues, and outline the format of our final work products. In addition to the kickoff meeting, we will be available to participate in any number of conference calls, video conferences. Throughout the course of our work, we will keep City staff informed of our progress and discuss any key developments or findings. We will develop a documentation package and letter requesting information from the City and Republic. The package will introduce MSW Consultants and explain the purpose for the project, list the information needed, and provide target dates for submitting the information. Task 2 — Conduct Billing Audit The purpose of this task is to verify the accuracy of commercial customer billings for basic and additional services charged by Republic. We will review a download of billing data from all test sample transactions to verify that the billed amount and corresponding payment were properly recorded in Republic' billing and accounting systems. If payment for billed service is not received from the customer, we will review the approval process and documentation authorizing the write-off of the account as uncollectible. Task 2.1— Review Billing Accuracy Articles 6 and 7 of Agreement sets forth the procedures for customer rates and billing for residential and commercial customers. What sets us apart from other firms is that when we test billing accuracy rather than testing only a statistical sample of customers, we obtain a download of a waste hauler's entire customer base. We conduct data analysis upon that download to review billing accuracy. As a result, we test 100% of the customer base for billing accuracy. This will perform this task in three phases: Phase one: We will review the rate and billing procedures described in Articles 6 and 7 of the agreement and we will review the calculations for new methods for calculating rates approved by year. We will also review any billing or route audit procedures Republic uses to verify service levels and correct any billing errors. Phase two: We will obtain downloads of Republic' entire list of residential and commercial customers with recurring charges. The list will include each customer's name, service address, number and sizes of containers, and type of service. We will compare the current rates actually charged to customers to the current approved rates. We will sort and analyze this information and check for any exceptions. We will also review the periodic timing of Republic' single family and commercial billings. We will identify any inconsistencies in the data and obtain from Republic' explanations for any exceptions. 4of15 Phase three: We will select a statistically representative sample of single family and commercial customer locations. We will physically visit each selected location and compare the actual size and number of bins to those shown in Republic' billing system. For any exceptions we note, we will photograph the bin at the service location. We will obtain explanations for any exceptions. We will include our findings in our report to the City. Task 2.2 — Review Special Cases Based off the City's billing discrepancies and specific scenarios, we will review the full list of commercial accounts based off of Republic billing data provided to the City to identify any accounts that are being charged for such as: • Organics service above minimum service levels for accounts subscribed to bundled service. • Scout services and push services at incorrect rates or without customers subscribed to the service. • Incorrect "non -bundled" rates instead of the correct bundled rate that was approved as of July 2023 • Incorrect service level or incorrect number of containers/bins on -site. We will conduct an analysis of residential accounts based of Republic' subscription data. Based on our findings, we will provide the City with a detailed analysis based on the terms in the franchise agreement and provide guidance to City staff and legal counsel about how to proceed with those customers. Task 2.3 — Review Payment of Franchise Fees Article 4 of the Agreement requires that Republic pay a franchise fee equal to 10% of gross receipts. To perform this task, we will obtain from the City copies of the statements that accompanied Republic Services' fee payments. We will ensure that Republic' gross receipts were accurately calculated. We will visit Republic office and compare the reported gross revenues to supporting cash receipt reports from the company's internal accounting systems. We will also perform false exclusion testing to make sure Republic has reported 100% of its gross receipts by reviewing key fields like jurisdiction codes or city codes. We will also compile a list of streets in each service area and run queries on those street names in Republic' billing system to ensure gross receipts from all customers on those streets are included in the gross receipts reported to the City. We will evaluate the company's method for segregating payments from customers in the city of Rosemead from those of other jurisdictions. We will perform two false exclusion tests: 1) We will select a sample of customers located in the City from Republic's billing system. We will trace their payments to the cash receipts reports that support the Republic's franchise fees. 5of15 2) From an external source (Google maps, etc.), select a sample of residential and commercial customers in the City. We will ensure that those customers are included in the amounts on which the franchise fees are based. We will note any discrepancies and review them with Republic. We will include our findings in our report to the City. Task 3 — Final Report The purpose of this task is to provide the City with a draft and final report. Based on the results of the billing audit, we will prepare a draft report that includes preliminary review findings and recommendations Task 3.1— Draft Report and Presentation After we have completed our procedures, we will prepare a draft report that will include a preliminary review, findings, and recommendations. We will present our findings to City staff, as outlined in the draft report, to review data, procedures, and clarify the findings. Task 3.2 — Final Summary Report Once we receive feedback from the City, and if necessary to perform additional analyses and adjust the preliminary findings, we will prepare and deliver a final summary report documenting the findings and recommendations. The Final Report deliverable will include: • Finding from review of Customer payments (Task 2), including billing accuracy for basic and additional services. • Findings from review of Billing Accuracy (Task 2.1), including any adjustments to franchise fees due to the City under the franchise agreement. • Findings from review of Special Cases (Task 2.2), including any adjustments to franchise fees due to the City under the franchise agreement. • Findings from review of Franchise fee payment (Task 2.3), including billing completeness for the City's franchised accounts. 6of15 3 Proposer's Background and Experience 3.1 Company Background MSW Consultants provides solid waste consulting services exclusively to local governments in the areas of finance, economics, and public policy. Our mission is to work with municipal managers to maximize the value of the solid waste services that are delivered to their ratepayers. MSW Consultants was founded in 2000 by David L. Davis, CMA. In his over 30 years in the solid waste industry, Mr. Davis has provided a broad range of solid waste consulting services to over 100 cities, counties, and special districts in the areas of auditing, contract negotiation, rate setting, competitive service procurement, contract compliance, waste diversion, and regulatory compliance. MSW Consultants provides the following services for local governments: • Franchise fee audits. • AB 341, AB 1826, and SB 1383 compliance. • Performance reviews. • SB 1383 compliance planning • Design and implementation of waste diversion programs. • Performance audits of franchised waste haulers. • Contract negotiation and procurement assistance. • Rates studies for collection, processing, transfer, and disposal service. • Solid waste program planning and design • Reviews of contractor's requests for rate increases. • Route audits and routing efficiency studies. More information about can be found on our website at: www.msw-consultants.com 7of15 MSW Consultants has conducted audits and contract compliance reviews of over 40 waste haulers. This has included confirming fee payments, confirming tonnage accuracy, evaluating customer complaints, evaluating safety records, confirming billing accuracy, and confirming overall contract compliance. An overview of the waste hauler audits we have completed is shown on the following page in Table 1. Table 1— Waste Hauler Audit Clients Baldwin Park Waste Management Burbank Several Non-exclusive VO Carpinteria EJ Harrison & Sons VO VO Chula Vista Republic Services VO Hawthorne H&C/Sharp Disposal La Palma EDCO Disposal Los Angeles County Waste Management Monterey County Waste Management Monterey Park Athens Services Orange CR&RIncorporated VO Palm Springs Palm Springs Disposal Placentia Republic Services Rancho Palos Verdes EDCO Disposal Rolling Hills Republic Services YO City of Santa Barbara MarBorg Industries Santa Barbara County MarBorg/Waste Mgmt. Signal Hill EDCO Disposal VO Thousand Oaks Waste Management Vernon Several Non-exclusive Whittier Athens and Republic VO 3.2 Experience City of Chula Vista — In 2019, we conducted a performance audit of Republic Services. Our work included confirming the accurate billing of customers, confirming the accurate payment of fees to the City, and confirming the accurate reporting of tons to the City. Contact: Mr. Manuel Medrano — Environmental Services Manager (619) 585-5766 mmedrano@chulavistaca.gov City of Orange —We have conducted three hauler performance reviews of CR&R Incorporated for the City of Orange since 2010. Ourwork has included verifying the proper billing of customers and verifying the accurate reporting of tonnage and material types and confirming compliance with key terms of the Agreement. In 2019, we assisted the City in designing and sending recycling outreach forms to 2,600 commercial waste generators regarding their compliance with AB 341 and AB 1826. In addition, MSW Consultants uses a web -based application (MSW Compliance) to assist the City in monitoring 8of15 the AB 341 and AB 1826 compliance of the City's 2,600 commercial and multi -family waste generators. In 2014, as part of our performance review of CR&R Incorporated, we designed, sent, and followed up on over 200 confirmation letters to customers to verify the commercial recycling outreach performed by CR&R Incorporated. We also recently assisted the City in preparing its AB 939 Annual Report (EAR). Contact: Mr. Josh Soliz - Solid Waste Program Manager (714) 744-5588 jsoliz@cityoforane.or� City of Placentia — In 2018, we conducted a performance audit of Republic Services. Our work included confirming compliance with key terms of the franchise agreement, accurate billing of customers, proper payment of fees, and accurate reporting of tons. Contact: Mr. Damien Arrula — City Manager (714) 993-8171 darrula@placentia.ors City of Rancho Palos Verdes — In 2017 and 2020, we conducted a performance review of EDCO Disposal Corporation. Our work included reviewing the hauler's residential operations, customer service, and financial requirements of the franchise agreement. We also reviewed the franchise fee payments and AB 341/AB 1826 compliance of the City's non-exclusive commercial haulers (Republic Services and Waste Management). As part of our review of the commercial waste haulers, we categorized each hauler's commercial customers, and we confirmed their compliance with AB 341, AB 1826 and SB 1383. Contact: Mr. Ramzi Awwad, Sr. Public Works Director (310) 544-5245 Rawwad @ rpvca.gov City of Rolling Hills — In 2019, we assisted the City to confirm that Republic Services has accurately reported the amount of refuse, recyclable and organics tons collected in the City, and confirm the actual level of waste diversion achieved by Republic Services. Contact: Elaine Jeng — City Manager (310) 377-1521 eieng@cityofrh.net City of Signal Hill — in 2019, we conducted a five-year performance audit for the City on EDCO Disposal Corporation. Our audit reviewed the mathematical accuracy forthe annual rate adjustments, accurate billing of customers, accurate AB 939 and franchise fees payments to the City, recycling revenue sharing, annual tonnage reports of waste, recyclables, and organics collected in the City. Contact: Kelli Tunnicliff— Public Works Director (562) 989-7356 ktunnicliff@cityofsignalhill.org 9of15 4 Project Team MSW Consultant has a staff of eight solid waste industry experts. The key personnel assigned to this project will be: David L. Davis, CMA, Girard Mobley, Chen Newman, Lucas Arias, and Kayla Friederich. David Davis, CMA— President - Mr. Davis will serve as the Project Director for this project. He will have overall responsibility for the project. He has 30 years of experience in the solid waste industry. He is a Certified Management Accountant (CMA) and an expert in solid waste macro- and micro -economics. Mr. Davis will direct the planning of the project, attend all meetings, and review all work products. Girard Mobley —Senior Consultant —Mr. Mobley will serve as Protect Manager. He is a skilled financial analyst and project analyst. He has experience in conducting audits on waste haulers, analyzing tonnage data, and most recently, implementing an edible food recovery program in the City of Rancho Palos Verdes. He will perform the data analysis tasks, organize, and tabulate the data, and assist in preparing reports. He will serve as project manager and the City's main point of contact for the project. He will plan and manage the project, and coordinate and monitor the day-to-day data gathering activities of the project analyst. He will prepare and analyze work products and prepare monthly project status reports. Lucas Arias— Consultant— Mr. Arias will serve as Proiect Analyst. He has over five years of experience in the solid waste industry providing recycling outreach and education to commercial waste generators and most recently, designing and implementing SB 1383 programs. Kayla Friederich — Consultant — Ms. Friederich will serve as Project Analyst. She has experience in providing recycling outreach and education to commercial waste generators. She has conducted edible food recovery inspections for the cities of Jurupa Valley, Murrieta, and San Jacinto. She will perform most of the data gathering activities. Our staff will be fully dedicated and responsive to the City's needs. Key personnel will be available for the duration of this project. 10 of 15 EXPERIE 30 Years EDUCATION BA, Finance, Cal State Fullerton, 1983 LICENSES & CERTIFICATIONS Certified Management Accountant (CMA) PROFESSIONAL AFFILIATIONS Solid Waste Association of North America, Southern California Waste Management Forum (Chair) Zero Waste Practitioner 5 Resumes David Davis — Project Director - Mr. David Davis is a Certified Management Accountant (CMA) with over 30 years of experience in the field of solid waste management. Mr. Davis' expertise lies in working with municipal managers to maximize the value of the solid waste services provided to their ratepayers. He has held executive management positions in both the private and public sectors and has extensive experience in providing business advisory services to local government in the field of solid waste management. As a chief financial executive for local hauling and landfill divisions of a national solid waste management company, Mr. Davis was responsible for financial reporting, budgeting, cost analysis, billing and collections. He also managed the accounting and rate analysis sections of the City of Riverside's Department of Public Utilities. Mr. Davis has specific experience in: 1) analysis and design of customer rates for refuse collection, transfer, processing and disposal operations; 2) development and evaluation of competitive proposals for waste collection, recycling, and transfer service; 3) feasibility studies for waste processing, waste transfer, and landfill gas projects; 4) verification of the proper payment of solid waste fees; 5) management reviews of solid waste operations; 6) evaluation of alternative waste diversion programs; 7) solid waste program planning and funding; and, 8) evaluating internal management controls. 11 of 15 EXPERIENCE 25 Years EDUCATION BS, Finance, San Diego State University, 2014 LICENSES & CERTIFICATIONS Zero Waste Practitioner PROFESSIONAL AFFILIATIONS California Resource Recovery Association (Member) Southern California Waste Management Forum (Member) Girard Mobley — Project Manager - Mr. Mobley is a skilled financial analyst and project manager. He has extensive experience in conducting audits on waste haulers for municipalities, and in providing recycling outreach and education to commercial waste generators. He graduated from San Diego State University with a BS in Business Administration with a focus on Finance and a minor in Economics. He is also a certified practitioner in the zero waste principles and practices. Mr. Mobley has been with MSW Consultants since March 2019. In that time, he has worked on solid waste consulting engagements for the County of Santa Barbara, and the cities of Corona, Chula Vista, Del Mar, La Habra, La Palma, Lomita, Norco, Orange, Rolling Hills, San Clemente, South Pasadena, Signal Hill, Stanton, Vernon, Whittier, and Rancho Palos Verdes. Mr. Mobley has audited the accounting records of over 20 waste haulers. He also oversees the recycling survey program in the city of Vernon providing outreach and educational resources to over 400 commercial waste generators. He regularly educates commercial waste generators about the requirements of AB 341, AB 1826, and SB 1383. 12 of 15 4 EXPERIENCE 5 Years EDUCATION BA, Jazz Studies, California State University, Northridge 2015 PROFESSIONAL AFFILIATIONS Southern California Waste Management Forum (Member) Lucas Arias — Project Analyst - Lucas is a highly effective project analyst. He has substantial experience in the waste industry and has served multiple cities across Los Angeles, Orange, Riverside, and Ventura counties. He graduated from California State University, Northridge with a BA in Jazz Studies. Before entering the waste industry, Mr. Arias performed as a trumpet player and drums with multiple artists across the country. Mr. Arias has been with MSW Consultants since January 2022. In that time, he has worked on solid waste consulting engagements for the cities of Corona, Del Mar, La Habra, Lomita, Orange, San Clemente, and Stanton. Mr. Arias has conducted over 1,500 waste assessments, trained dozens of recycling coordinators, worked on sustainability grants for multiple cities and has conducted several waste characterizations. In addition, he has developed outreach performance internal audit protocols, created diversion reports, and played a key role in SB 1383 roll out and strategic planning for the city of Los Angeles including edible food capacity planning and organics outreach. As an outreach coordinator, Mr. Arias designed creative solutions to unique and complex waste compliance issues. 13 of 15 Kayla Friederich—Project Analyst —Ms. Kayla Friederich is a diligent project analyst new to the solid waste industry. She has high standards for reporting quality data and providing effective outreach. Before joining MSW Consultants, Ms. Friederich gained customer service experience in food service and retail. She has also gained further communication experience through social media creation by interning with The Water Conservation Garden and by assisting her family's small business. Ms. Friederich has been with MSW consultants since September 2022. In that time, she conducted outreach for SB 1383 compliance for the City of Stanton and the City of Rancho Palos Verdes. She has also edited Western Riverside Council of Government's tier generator lists to accurately identify which generators need to relate to a food recovery organization under SB 1383. Ms. Friederich has always been passionate about the environment. Because of this, she has earned a BS in Environmental Systems and a Minor in Communication from University of California, San Diego in 2021. She hopes to continue to grow in the solid waste industry and assist jurisdictions with compliance. 14 of 15 Proposed Fees We propose to perform this project for a flat fee of $30,000 payable upon the successful completion of the project. 15 of 15 MSW Consultants Page 14 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self -insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is MSW Consultants Page 15 determined, not requiring actual payment by the insured first. There shall be no cross - liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend the Named Insured. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size Vll. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 (or otherwise consistent with the insurer's endorsement). Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. MSW Consultants Page 16 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period} that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. A ten (10) day notice to City shall apply to nonpayment of premiums. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage (except Professional Liability and Workers' Compensation) required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. MSW Consultants Page 17 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this MSW Consultants Page 18 obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. MSW Consultants Page 19 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 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 have ADDITIONAL INSURED provisions or 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 ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED 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 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/29/2025 Inszone Insurance Services,LLC 2721 Citrus Road,Suite A Rancho Cordova,CA 95742 Certificate Team 877-308-9663 916-400-2625 certs@inszoneins.com License#:0F82764 Scottsdale Indemnity Co 15580 MSWCONS-01 Hartford Insurance Group 29424MSWConsultants,Inc. 41760 Ivy St.Ste.#203 Murrieta,CA 92562 California Automobile Insurance Co 38342 Houston Casualty Co 42374 113619611 B X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X 57SBABL9DRW 6/1/2025 6/1/2026 4,000,000 C 1,000,000 X BA040000093941 6/1/2025 6/1/2026 B X 1,000,00057SBABL9DRW6/1/2025 6/1/2026 1,000,000 X 10,000 B X57WECBT70W56/28/2025 6/28/2026 1,000,000 1,000,000 1,000,000 A A D Professional Liability Professional Liability Cyber Liability EKI3577767 EKI3577767 H25TG31834-03 6/12/2025 6/12/2025 2/4/2025 6/12/2026 6/12/2026 2/4/2026 Aggregate Each Claim Aggregate/Each Claim $3,000,000 $2,000,000 $2,000,000 Verification Of Insurance City of Rosemead Attn:Arlene Tieu 8838 E.Valley Blvd. Rosemead,CA 91770 AFRO® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 4/24/2025 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 have ADDITIONAL INSURED provisions or 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 Inszone Insurance Services, LLC 2721 Citrus Road, Suite A Rancho Cordova, CA 95742 CONTACT NAME: Certificate -ream PHONE FAX Alc o • 877-308-9663 A/c No : 916-400-2625 ADDRESS: certs@inszoneins.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Company, LTD 11000 License#: OF82764 INSURED MSWCONS-01 MSW Consultants, Inc. 41760 Ivy Street, Suite 203 INSURER B: California Automobile Insurance CO 38342 INSURER C: Scottsdale Indemnity Co 15580 INSURERD: Houston Casualty Co 1 42374 Murrieta, CA 92562 INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER:560518539 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. INSR LTR TYPE OF INSURANCE ADDL SD SUBR V POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 57SBANU5438 6/1/2024 6/l/2025 EACH OCCURRENCE _ - 52,000,000 CLAIMS -MADE M OCCUR PREMISESODAMAGE TEa occurr enRENTE�ce 5 1,000,000 MED EXP (Any one person) S 10,000 PERSONAL & ADV INJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 POLICY ] PE� � LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTHER: B AUTOMOBILE LIABILITY BA040000030086 10/21/2024 10/21/2025 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) S X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) S PROPERTY DAMAGE Per accident S HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ A X UMBRELLA LAB X OCCUR 57SBANU5438 6/1/2024 6/1/2025 EACH OCCURRENCE S 1,000,000 AGGREGATE S 1,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ 1 n nnn S I I WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N OTH- STERER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT S OFFICER/MEMBER EXCLUDED 9 ❑ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE S If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S C Professional Liability EKI3528543 6/12/2024 6/12/2025 Aggregate $3,000,000 C D Professional Liability Cyber Liability EKI3528543 H25TG31834-03 6/12/2024 2/4/2025 6/12/2025 2/4/2026 Each Claim Aggregate/Each Claim $2,000,000 $2.000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Verification Of Insurance CERTIFICATE HOLDER CANCELLATION City of Rosemead Attn: Arlene Tieu 8838 E. Valley Blvd. Rosemead, CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICYHOLDER COPY SP P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 04-22-2025 CITY OF ROSEMEAD SP 8838 VALLEY BLVD ROSEMEAD CA 91770-1714 GROUP: POLICY NUMBER: 9341226-2024 CERTIFICATE 10: 31 CERTIFICATE EXPIRES: 06-28-2025 06-28-2024/06-28-2025 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 06-28-2024 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ENDORSEMENT #2572 ENTITLED BLANKET WAIVER OF SUBROGATION EFFECTIVE 2024-06-28 IS ATTACHED TO AND FORMS A PART OF THIS POLICY EMPLOYER (AND/OR) MSW CONSULTANTS, INC. SP 41760 IVY ST STE 203 MURRIETA CA 92562 [P14,HOI (REV.7-2014) PRINTED : 04-22-2025 Form W-9 Request for Taxpayer Give form to the (Rev. March 2024) Identification Number and Certification requester. Do not Department of the Treasury Go to wwwJrs.gov/FormW9 for instructions and the latest information. send to the IRS. Internal Revenue Service Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. 1 Name of entity/individual. An entry Is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name on line 2.) MSW Consultants 2 Business name/disregarded entity name, if different from above. 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. ❑ Individual/sole proprietor ❑ C corporation ❑✓ S corporation ❑ Partnership ❑ Trust/estate ❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . . Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) 3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . . ❑ 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) 05 Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any) (Applies to accounts maintained outside the United States.) 5 Address (number, street, and apt, or suite no.). See instructions. Requester's name and address (optional) 41760 Ivy St. Suite #203 City of Rosemead 6 City, state, and ZIP code 8838 E. Valley Blvd Murrieta, CA 92562 Rosemead, CA 91770 7 List account number(s) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid LS.2ciaI security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a - M - resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a or TIN, later. Employer Identification number Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. 2 7 - 3 1 1 1 9 1 6 1 5 2 0 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be Issued to me); and 2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secure property, cancel ion of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, voVare not required JZipn the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of Here U.S. person Date 4Y General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.1rs.gov/FormW9, What's New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification. New line 3b has been added to this form. A flow -through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow -through entity in which it has an ownership interest. This change is intended to provide a flow -through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Cat. No. 10231 X Form W-9 (Rev. 3-2024)