HomeMy WebLinkAboutGreenWaste Recovery, Inc. (5)DocuSign Envelope ID: EC5B28C8-9771-4DDC-BE73-DE7EA8117927
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 Iills 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 August 17, 2023, the City Council adopted Resolution No. 68-23 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.
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2. Amendments to Franchise Agreement. The following portions and sections of the
Franchise Agreement, as amended, are hereby amended as follows, with additions in bolditalies and
deletions in strikethretigh text:
a. Amendment to Article 1.18
Designated Disposal Site - "Designated Disposal Site" means a petrnitted
disposal facility. The Town approves all permitted disposal facilities as
Designated Disposal Sites, including but not limited to the Monterey
Peninsula Landfill. the .T,.r by islandr andfii to __.l4e Fraf ,..:see dire, ted b_.
Agree t.
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 Ag-reernerrt-for- Disposal -e€-MufAe-ipal-Solid Waste between the Town and
iftternatiaiial Disposal Gai!p. of Galifafnia enter -ed into as of ApI4 11, 4989. 4
pt r- 4L"Yt to d s -O sue ----•..4 that --e thi!ee peiceeet (294
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
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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.
In consideration of the Town approving the Designated Disposal Sites
pursuant to Article Z18, Franchisee will remit $25,000 to the Town on
December 1, 2024 and each subsequent December 1 thereafter, prorated
for anypartialyear at the end ofthe 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. i.T,.w by Island r aed fee- disp s i thr-etigh th-e
Town'sterm of the
3. 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.
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DocuSign Envelope ID: EC5B28C8-9771-4DDC-BE73-DE7EA8117927
IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth
above.
Town of Los Altos Hills
A California municipal corporation
AGREED:
Qi Q'40c/
Peter Pirnejad
City Manager
" ! i 1! oi'(�lOn/,
APPROVED AS TO FORM: n
j.'Y
City Attorney
M
GreenWaste Recovery, LLC
A Delaware limited liability company
AGREED:
DocuSigned by:
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Tracy Adams
Chief Executive Officer