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Home My WebLink About68-23RESOLUTION 68-23 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS APPROVING AND AUTHORIZING EXECUTION OF FOURTH AMENDMENT TO FRANCHISE AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND GREENWASTE RECOVERY, INC. WHEREAS, the Town of Los Altos Hills ("Town") and GreenWaste Recovery, Inc., a California corporation ("Franchisee") previously entered into an agreement titled "Franchise Agreement Between the Town of Los Altos Hills and GreenWaste Recovery, Inc. for Collection and Processing of Compostable Materials, Recyclable Materials and Yard Trimmings", dated June 28, 2019 and amended on July 16, 2020, November 18, 2021 and January 1, 2023 ("Franchise Agreement"); and WHEREAS, the Franchise Agreement includes a fifteen year term beginning July 1, 2019 and ending on June 30, 2034; and WHEREAS, the Town entered into an Agreement for Disposal of Municipal Solid Waste with International Disposal Corp. of California on April 11, 1989 ("Disposal Agreement") that expires on November 21, 2023. WHEREAS, the Disposal Agreement directs Franchisee to transport all Non -Recyclable and Non- Compostable items collected, materials that cannot be processed and residues to be disposed of from processing Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected by Franchisee from Service Recipients, to the Newby Island Landfill. WHEREAS, the Town would like to amend the Franchise Agreement to allow Franchisee to dispose of Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected by Franchisee from Service Recipients, to Franchisee's network of facilities. In consideration of Franchisee selecting a Designated Disposal Site pursuant to Article 1. 1, Franchisee will remit $25,000 to the Town yearly. WHEREAS, the Parties desire to amend the Franchise Agreement as described in the Fourth Amendment to Franchise Agreement between the Town of Los Altos Hills and GreenWaste Recovery, Inc. ("Fourth Amendment") effective November 21, 2023. NOW, THEREFORE, the City Council of the Town of Los Altos Hills does hereby resolve as follows: 1. Approve Fourth Amendment, attached hereto and incorporated herein, as Exhibit I. 2. Authorize the City Manager to execute the Fourth Amendment, subject to any minor modifications that are approved as to form by the City Attorney that do not substantially increase the City's obligations hereunder. Resolution 68-23 Page I The above and foregoing resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 17th day of August, 2023 by the following vote: AYES: Swan, Mok, Schmidt, Tankha, Tyson NOES: None ABSTAIN: None ABSENT: None ATTEST: Linda G. Swan, Mayor Resolution 68-23 Page 2 EXHIBIT I FOURTH AMENDMENT TO FRANCHISE AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND GREENWASTE RECOVERY, INC. FOR COLLECTION AND PROCESSING OF MIXED COMPOSTABLE MATERIALS, RECYCLABLE MATERIALS AND YARD TRIMMINGS THIS FOURTH AMENDMENT ("Amendment") is effective on the 21 day of November 2023, and made by and between the Town of Los Altos Hills ("Town") and GreenWaste Recovery, LLC (as successor to GreenWaste Recovery, Inc.) ("Franchisee"). Town and Franchisee are sometimes collectively referred to as "Parties" hereinafter. RECITALS WHEREAS, the Town and Franchisee previously entered into an agreement titled "Franchise Agreement Between the Town of Los Altos Hills and GreenWaste Recovery, Inc. for Collection and Processing of Compostable Materials, Recyclable Materials and Yard Trimmings", dated June 28, 2019 and amended on July 16, 2020, November 18, 2021 and January 1, 2023 ("Franchise Agreement"); and WHEREAS, the Franchise Agreement includes a fifteen year term beginning July 1, 2019 and ending on June 30, 2034; and WHEREAS, the Town entered into an Agreement for Disposal of Municipal Solid Waste with International Disposal Corp. of California on April 11, 1989 ("Disposal Agreement") that expires on November 21, 2023. WHEREAS, the Disposal Agreement directs Franchisee to transport all Non -Recyclable and Non-Compostable items collected, materials that cannot be processed and residues to be disposed of from processing Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected by Franchisee from Service Recipients, to the Newby Island Landfill. WHEREAS, the Town would like to amend the Franchise Agreement to allow Franchisee to dispose of Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected by Franchisee from Service Recipients, to Franchisee's network of facilities. In consideration of Franchisee selecting a Designated Disposal Site, Franchisee will remit $25,000 to the Town yearly. WHEREAS, on XXXX, the City Council adopted Resolution No. XXX directing the City Manager to proceed with an amendment to the Franchise Agreement to effectuate the foregoing recommendations; WHEREAS, the Parties desire to amend the Franchise Agreement as described herein. NOW, THEREFORE, in consideration of this Fourth Amendment, the mutual promises, covenants, and stipulations herein contained, the parties hereto agree to amend the Franchise Agreement as follows: 1. Recitals; Definitions. The foregoing recitals are true and correct, and incorporated into this Amendment by this reference. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning assigned to them in the Franchise Agreement, as amended. Resolution 68-23 Page 3 2. Amendments to Franchise Agreement. The following portions and sections of the Franchise Agreement, as amended, are hereby amended as follows, with additions in bold italics and deletions in st-Fi eg r ough tex : a. Amendment to Article 1.18 Designated Disposal Site — "Designated Disposal Site" means a permitted disposal facility. The Town approves all permitted disposal facilities as Designated Disposal Sites, including but not limited to the Monterey Peninsula Landfill. the Now -by Agr-eefnent for- Disposal of Mtmieipal Selid Waste between the Town and h4emational Disposal C;eFp. of fe errter-ed-ifAo as of A01 11, 1999, s eet to the } e inions in Seetion 8. 1.1 of the Agfeemetll. b. Amendment to Article 8. 1.1 Delivery of Materials — Franchisee shall transport all Non -Recyclable and Non- Compostable items collected, materials that cannot be processed and residues to be disposed of from processing Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected by Franchisee from Service Recipients, to a Designated Disposal Site. the No.,, y Island Landfill r nt to the to,.ms of the n goo i# f Dispesa4 of Mtmieipal Solid Waste between the Town a*d Latemationai Disposal Island Landfill is not -a le, the Town feserwes- the right -t e Fr chile disposal at an altemative leeation if sueh now laeation results in iner-eased rates to per-eepA (3.17 l c. Additions to Section 12.4 Payments to Town — Beginning July 1, 2019 and through June 30, 2023, Franchisee shall not charge nor be required to remit any Franchisee Fee to Town. Unless otherwise directed by the Town and authorized by the City Council, beginning on July 1, 2023 and annually thereafter, Franchisee shall, in partial consideration for granting the exclusive franchise granted to Franchisee, add to all then current rates a Franchise Fee that will permit Franchisee to remit to the Town a seven and fifty-two percent (7.52%) Franchise Fee, then adjust the rates set forth in EXHIBIT B based on the formula provided in Section 13.2 of this Agreement. Franchisee shall remit to Town, within ten (10) days of the end of each month, a Franchise Fee in the amount of seven and fifty-two percent (7.52%) of all revenues received in the prior month relating to the performance of this Agreement, including but not limited to Service Rates and Extra Services fees. This payment to Town shall be accompanied by sufficient documentation to identify the source of all revenues. This documentation shall include, at a minimum, specifics for each account, the amount billed, the amount collected, a listing of accounts which received Extra Services and the amount of Extra Services provided, and a listing of accounts which are delinquent. Resolution 68-23 Page 4 In consideration of the Town approving the Designated Disposal Sites pursuant to Article 1.18, Franchisee will remit $25,000 to the Town on December 1, 2024 and each subsequent December I thereafter, prorated for any partial year at the end of the contract. Franchise Fees will be due on any revenues received from the performance of this Agreement following the termination of this Agreement. d. Amendment to Exhibit I- Section 5 Where feasible, Residue from Mixed Compostable Materials, Recyclable Materials and Yard Trimmings collected by Franchisee from Service Recipients that is Processed at the Franchisee's GreenWaste MRF and Zanker Road Resource Management, LLC's GreenWaste Z -Best Composting Facility will be transported to a Designated Disposal Site. Now -by lsla,a Landfill f disposal Offough the to,.,Y, „r the Town's Disposal Agr-eefnent with New -by. General Provisions. a. Except as modified hereby, the terms and provisions of the Franchise Agreement shall remain unmodified and in full force and effect. b. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Franchise Agreement. c. In case of any conflict between any term or provision of this Amendment and any term of provision of the Franchise Agreement, the term or provision of this Amendment shall govern. d. This Amendment contains the entire agreement and understanding between the Parties with respect to the subject matter of this Amendment and supersedes any and all prior or contemporaneous oral and written representations, warranties, agreements, and understandings between the Parties concerning the subject matter of this Amendment. e. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one agreement. [SIGNATURE PAGE FOLLOWS] Resolution 68-23 Page 5 IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth above. Town of Los Altos Hills A California mnnicipal corporation AGREED: Peter Pirnejad City Manager ATTESTED: City Clerk APPROVED AS TO FORM: City Attorney 5388072.3 GreenWaste Recovery, LLC A Delaware limited liability company AGREED: Tracy Adams Chief Executive Officer Resolution 68-23 Page 6 RESOLUTION 76-23 A RESOLUTION ACCEPTING THE BROADBAND FEASIBILITY STUDY AND PRESENTATION BY GOVERNMENT TECHNOLOGY GROUP, LLC ON THE STUDY'S FINDINGS AND RECOMMENDATIONS WHEREAS, access to a reliable internet connection is limited in many areas of Los Altos Hills and expanding access has become an important issue for the Town to address; and WHEREAS, the broadband industry is complex and the Town partnered with a broadband consultant, Government Technology Group, LLC (GTG), to conduct a Broadband Feasibility Study; and WHEREAS, over the last year GTG has been research broadband in Los Altos Hills to compile their report; and WHEREAS, attached to this resolution is the Final Broadband Feasibility Study with findings recommendations on how the Town can advance the availability of broadband internet to its underserved residents (Exhibit A); and WHEREAS, the City Council has called a Special City Council Study Session meeting on August 23, 2023 to discuss the findings and recommendations of the report at length. NOW THEREFORE, the City Council of the Town of Los Altos Hills hereby receives and accepts GTG's Broadband Feasibility. The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on 17th of August 2023 by the following vote: AYES: Swan, Mok, Schmidt, Tankha, Tyson NOES: None ABSENT: None ABSTAIN: None By: Linda G. Swan, Mayor ATTEST: Deborah L. Padovan, City Clerk Resolution 76-23 Page I