ITEM NO. : 11.4 TOWN OF WINDSOR AGENDA REPORT Town Council Meeting Date: December 6, 2017 To: From: Subject: Mayor and Town Council Kristina Owens, Administrative Operations Manager Amendment to Waste Delivery Agreement with Republic Services of Sonoma County, Inc. Recommendation to Council: Adopt a resolution approving an amendment to the Waste Delivery Agreement between the Town of Windsor and Republic Services of Sonoma County, Inc. to substitute an Exhibit C recognizing Sonoma County Resource Recovery, LLC, as the Town of Windsor s franchise waste hauler and making other changes, and authorizing the Amendment s execution by the Town Manager. Background and Discussion: On April 23, 2013, Republic Services of Sonoma County, Inc. ( Republic ) entered into an agreement with the County of Sonoma entitled Agreement for Operation of the Central Landfill and County Transfer Stations ( MOA ). As a requirement of the MOA, the Town of Windsor ( Town ) entered into an agreement with Republic entitled Waste Delivery Agreement ( WDA ) on September 30, 2014. Exhibit C to the WDA is among the Town, Republic, and Windsor Refuse and Recycling, the Town s franchise waste hauler at that time. As a result, the Town agreed to deliver committed city waste to the Central Landfill and County Transfer Stations ( County Facilities ) for a period of twenty-five (25) years. On August 2, the Town Council formally approved a ten (10) year franchise agreement with Sonoma County Resource Recovery, LLC ( SCRR ), as the Town s waste hauler providing Residential and Commercial Garbage, Recyclable Material, and Organic Waste Collection Services effective October 1, 2017. Pursuant to the WDA, a substitute Exhibit C is required for SCRR s signature. In addition to substituting SCRR for Windsor Refuse and Recycling as the Town s franchise waste hauler, the proposed substitute Exhibit C makes the following changes: removal of references of Construction and Demolition Debris, removal of language requiring SCRR to forbear from seeking additional compensation from the Town for specified incremental costs associated with commercial food waste and the dry commercial mixed waste program, removal of language referencing disposal costs as related to the Town on the effective date of the WDA, addition of language requiring that SCRR and the Town be informed of Contractor Gate Rates approved by the County of Sonoma Board of Supervisors, addition of language requiring SCRR to deliver Food Waste from commercial premises in the Town to Republic and the County Facilities, and addition of language requiring that the Town and SCRR be informed of the Recyclable Materials accepted by Republic at the Materials Recovery Facility at the Sonoma County Landfill. 1 of 2
Fiscal Impact: No fiscal impact. Environmental Review: Not applicable. Attachments: 1. Resolution with attached Amendment with proposed Exhibit C 2. Former Exhibit C Prepared by: Kristina Owens Administrative Operations Manager Reviewed by: Camille Kazarian Assistant Town Manager/ASD Recommended by: John Jansons Town Manager 2 of 2
ATTACHMENT 1 RESOLUTION NO. A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WINDSOR AMENDING THE WASTE DELIVERY AGREEMENT BETWEEN THE TOWN OF WINDSOR AND REPUBLIC SERVICES OF SONOMA COUNTY, INC. TO SUBSTITUTE EXHIBIT C RECOGNIZING SONOMA COUNTY RESOURCE RECOVERY, LLC, AS THE TOWN OF WINDSOR S FRANCHISE WASTE HAULER AND AUTHORIZING THE AMENDMENT S EXECUTION BY THE TOWN MANAGER WHEREAS, on April 23, 2013, Republic Services of Sonoma County, Inc. ( Republic ) entered into an agreement with the County of Sonoma entitled Agreement for Operation of the Central Landfill and County Transfer Stations ( MOA ); and WHEREAS, as a requirement of the MOA, the Town of Windsor ( Town ) entered into an agreement with Republic entitled Waste Delivery Agreement ( WDA ) on September 30, 2014; and WHEREAS, the Town agreed to deliver committed Town waste to the Central Landfill and County Transfer Stations for a period of twenty-five (25) years; and WHEREAS, Exhibit C to the WDA is among the Town, Republic, and Windsor Refuse and Recycling, the Town s franchise waste hauler at the time; and WHEREAS, on August 2, 2017, the Town Council formally approved a ten (10) year franchise agreement with Sonoma County Resource Recovery, LLC ( SCRR ), as the Town s waste hauler to provide Residential and Commercial Garbage, Recyclable Material, and Organic Waste Collection Services effective October 1, 2017; and WHEREAS, pursuant to the WDA, a substitute Exhibit C is required for SCRR s signature; and WHEREAS, Exhibit C has been updated to reflect the change in franchisee and other changes described in the accompanying agenda report.
NOW, THEREFORE BE IT RESOLVED that the Town Council of the Town of Windsor approves the attached Amendment to the WDA and authorizes its signature by the Town Manager. PASSED, APPROVED AND ADOPTED this 6th day of December 2017, by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: MAYOR MARIA DE LA O, TOWN CLERK Attachment: EXHIBIT A Amendment to the Waste Delivery Agreement with Town of Windsor and Republic Services of Sonoma County, Inc.
EXHIBIT A AMENDMENT TO WASTE DELIVERY AGREEMENT by and between TOWN OF WINDSOR and REPUBLIC SERVICES OF SONOMA COUNTY, INC. 1
This Amendment ( Amendment ) to Waste Delivery Agreement ( WDA ) dated as of, 2017, is executed by and between the Town of Windsor, a municipal corporation organized under the laws of the State of California ("Town"), and Republic Services of Sonoma County, Inc., a Delaware corporation ( Contractor ). Town and Contractor are referred to collectively herein as the Parties. RECITALS: WHEREAS, on April 23, 2013, Contractor entered into an agreement with the County of Sonoma entitled Agreement for Operation of the Central Landfill and County Transfer Stations, ( County Operations Agreement ), whereby Contractor agreed, subject to various conditions including Contractor receiving adequate waste delivery commitments from the cities in the County, to operate the Central Landfill, Central Transfer Station, Materials Recovery Facility and the County s other Transfer Stations to provide for the Waste Disposal needs of the communities in Sonoma County; and WHEREAS, in order to satisfy a condition to the effectiveness of the County Operations Agreement and to obtain the benefits of Contractor s performance thereunder, on September 30, 2014, the Town entered into the WDA with Contractor, pursuant to which the Town agreed to deliver its Committed City Waste, as defined therein, to the Contractor and the County Facilities for a minimum period of twenty-five (25) years, subject to the terms and conditions in the WDA; and WHEREAS, further pursuant to the WDA, the Town, Contractor and Windsor Refuse and Recycling, Inc. ( WR&R ), the Town s exclusive solid waste franchisee at the time of execution of the WDA, entered into that certain Franchised Hauler s Agreement to Be Bound by Town s Waste Delivery Commitment, which was affixed as Exhibit C to the WDA; and WHEREAS, WR&R s exclusive franchise with the Town terminates on September 30, 2017, and as of October 1, 2017 the Town s exclusive solid waste franchisee for a ten-year term is Sonoma County Resource Recovery, LLC, a California limited liability company ( SCRR ); and WHEREAS, pursuant to the terms of the WDA, the Town, Contractor and SCRR have executed a new Exhibit C to the WDA. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The above recitals are incorporated herein as if fully set forth. 2. The WDA is hereby amended to delete the original Exhibit C among the Town, Contractor and WR&R, and to replace it with a new Exhibit C among the Town, Contractor and SCRR, a fully-executed copy of which is attached hereto and incorporated by reference. 3. Except as hereby amended, all other terms and conditions of the WDA shall remain unchanged and in full force and effect. 2
Dated: TOWN OF WINDSOR By: TOWN MANAGER Dated: CONTRACTOR: REPUBLIC SERVICES OF SONOMA COUNTY, INC., A DELAWARE CORPORATION By: Name: Title: Approved as to form: Robin Donoghue, Town Attorney 3
EXHIBIT C FRANCHISED HAULER S AGREEMENT TO BE BOUND BY TOWN S WASTE DELIVERY COMMITMENT This agreement is entered into between SONOMA COUNTY RESOURCE RECOVERY, LLC. ( Franchised Hauler ), the Town of Windsor ( Town ), and Republic Services of Sonoma County, Inc. ( Contractor ). All words and phrases in this agreement with initial capital letters are defined in the attached Waste Delivery Agreement ( WDA ). Franchised Hauler acknowledges that it has read and understands the foregoing WDA between the Town and Contractor. Franchised Hauler agrees to fully honor and comply with the Town s waste delivery obligations to Contractor in the WDA, and as the WDA may hereafter be modified or extended by the Town and Contractor at their sole discretion. Franchised Hauler shall deliver all such Waste to Contractor and the County Facilities as required by and in accordance with the WDA. The Term of Franchised Hauler s obligations hereunder shall be coterminous with the Term of the Town s WDA with Contractor, and therefore will not expire until the Term of the WDA, as it may be extended by Town and Contractor expires. Without limiting the generality of the foregoing, Franchised Hauler agrees that: 1. Notwithstanding any other term, condition or provision in Franchised Hauler s Collection Service Agreement with the Town, Franchised Hauler will deliver all Committed Town Waste that is collected, transported, or otherwise handled by Franchised Hauler to the Contractor and County Facilities for the Term of the WDA, as it now exists or may hereafter be modified or extended, except for Waste that is excluded from the Town s Waste delivery obligation to Contractor as described in Section 2.2 and Exhibit B to the WDA. Franchised Hauler shall do all things necessary and execute any further agreement or instrument required to effectuate Franchised Hauler s obligation in this agreement. 2. Franchised Hauler shall pay Contractor s invoices for delivery of Waste collected by Franchised Hauler in the Town within thirty (30) days of the date of the invoice. Any unpaid invoiced amounts not paid within said thirty (30) days shall bear interest at the rate of one and one-half percent (1.5%) per month until paid. Contractor shall be entitled to recover its attorneys fees, expert witness fees and all other costs of litigation incurred in collecting delinquent invoices from Franchised Hauler. The Franchised Hauler and the Town will be informed of the Contractor Gate Rates applicable to the Franchised Hauler, as approved by the Sonoma County Board of Supervisors. 3. Franchised Hauler shall deliver Food Waste from commercial Premises in the Town to the Contractor and County Facilities. 4. Franchised Hauler shall commence the Town-wide collection of dry commercial Mixed Waste from commercial Premises in the Town and deliver this material to the Contractor and County Facilities when directed to do so by the Town. The Franchised Hauler and 4
the Town will be informed of the Recyclable Materials accepted by Contractor at the Materials Recovery Facility located at the Sonoma County Landfill/Transfer Facility. 5. Franchised Hauler shall defend and indemnify the Town from and against any and all losses and liabilities associated with the Franchised Hauler s breach of this Agreement. 6. This agreement shall bind Franchised Hauler and its subcontractors and affiliates and each of their respective successors and assigns. 7. This agreement by Franchised Hauler amends, supersedes, and controls over any contrary or inconsistent provision in any agreement that Franchised Hauler has, or may hereafter enter into with the Town. Dated: TOWN OF WINDSOR By: JOHN JANSONS, TOWN MANAGER Dated: CONTRACTOR: REPUBLIC SERVICES OF SONOMA COUNTY, INC. By: Name: Title: Dated: FRANCHISED HAULER SONOMA COUNTY RESOURCE RECOVERY, LLC. By: Name: Title: APPROVED AS TO FORM: ROBIN DONOGHUE, TOWN ATTORNEY 5
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