HomeMy WebLinkAbout2011-11-02 PacketCITY OF UKIAH
CITY COUNCIL AGENDA
Regular Meeting
CIVIC CENTER COUNCIL CHAMBERS
300 Seminary Avenue
Ukiah, CA 95482
November 2, 2011
6:00 p.m.
1. ROLL CALL
2. PLEDGE OF ALLEGIANCE
3. PROCLAMATIONS/INTRODUCTIONS/PRESENTATIONS
4. PETITIONS AND COMMUNICATIONS
5. APPROVAL OF MINUTES
a. Regular Meeting Of 10/19/11
6. RIGHT TO APPEAL DECISION
Persons who are dissatisfied with a decision of the City Council may have the right to a review of that decision by a court.
The City has adopted Section 1094.6 of the California Code of Civil Procedure, which generally limits to ninety days (90)
the time within which the decision of the City Boards and Agencies may be judicially challenged.
7. CONSENT CALENDAR
The following items listed are considered routine and will be enacted by a single motion and roll call vote by the City
Council. Items may be removed from the Consent Calendar upon request of a Councilmember or a citizen in which event
the item will be considered at the completion of all other items on the agenda. The motion by the City Council on the
Consent Calendar will approve and make findings in accordance with Administrative Staff and/or Planning Commission
recommendations.
a. Possible Adoption Of Resolution Amending Rules Governing Council Meetings
b. Authorize City Manager To Negotiate And Execute An Amendment To The Contract With
Warren McClung ASLA For Continued Work On The Riverside Park Project To Be Fully
Reimbursed By California Prop 50 River Parkways Grant.
C. Report To Council Of The Expenditure Of $7,259.58 To One Source Distributors For The
Purchase Of Miscellaneous 200 Amp Underground Connectors For The Electric Utility
Department. (EUD)
d. Report To Council Of The Expenditure Of $6,192.69 To HD Supply, Benicia CA For The
Purchase Of 12 Each 15 kV Feed Thru Inserts And 24 Each 15 kV Tee Splices For The
Electric Utility Department. (EUD)
e. Report To Council Of The Expenditure Of $6,060.81 To One Source Distributors For The
Purchase Of 24 Splices And $2,901.75 To General Pacific For The Purchase Of 24
Shearbolt Connectors For The Electric Utility Department. (EUD)
f. Report The Purchase Of Water Tank/Reservoir Cleaning And Inspection Services In The
Amount Of $11,491.62.
g. Report To Council The Repair Of One 10" And One 16" Vertical Turbine Solid Handling
Pump By Vaughan's Industrial Repair Company, Inc. In The Amount Of $23,015.02 Plus
Shipping
h. Authorize The City Manager To Amend The Existing Contract With ZGlobal To Increase
Contract Funding In The Amount Of $45,000 For Electric Reliability Regulatory Compliance
Services Related To National Electric Reliability Corp. (NERC) And Western Electric
Coordinating Council (WECC). EUD
8. AUDIENCE COMMENTS ON NON -AGENDA ITEMS
The City Council welcomes input from the audience. If there is a matter of business on the agenda that you are
interested in, you may address the Council when this matter is considered. If you wish to speak on a matter that is not
on this agenda, you may do so at this time. In order for everyone to be heard, please limit your comments to three (3)
minutes per person and not more than ten (1 O) minutes per subject. The Brown Act regulations do not allow action to be
taken on audience comments in which the subject is not listed on the agenda.
9. COUNCIL REPORTS
10. CITY MANAGER/CITY CLERK REPORTS
11. PUBLIC HEARINGS (6:15 PM)
a. Conduct Public Hearing For Creekside Village Apartments Project Under The Requirements
Of TEFRA And The Internal Revenue Code Of 1986, As Amended (The "Code") And
Consideration Of A Resolution Of The City Council Of The City Of Ukiah Approving The
Issuance Of Multifamily Housing Revenue Bonds By The California Municipal Finance
Authority For The Purpose Of Financing The Acquisition And Rehabilitation Of A Multifamily
Rental Housing Facility Known As Creekside Village Apartments
b. Conduct Public Hearing For McCarty Manor Apartments Project Under The Requirements
Of TEFRA And The Internal Revenue Code Of 1986, As Amended (The "Code") And
Consideration Of A Resolution Of The City Council Of The City Of Ukiah Approving The
Issuance Of Multifamily Housing Revenue Bonds By The Authority For The Purpose Of
Financing The Acquisition And Rehabilitation Of A Multifamily Rental Housing Facility
Known As McCarty Manor Apartments
C. Conduct Public Hearing For Walnut Village Apartments Project Under The Requirements Of
TEFRA And The Internal Revenue Code Of 1986, As Amended (The "Code") And
Consideration Of A Resolution Of The City Council Of The City Of Ukiah Approving The
Issuance Of Multifamily Housing Revenue Bonds By The California Municipal Finance
Authority For The Purpose Of Financing The Acquisition And Rehabilitation Of A Multifamily
Rental Housing Facility Known As Walnut Village Apartments
12. UNFINISHED BUSINESS
a. Solid Waste Discussion: Collection And Transfer Station Franchise Agreements
b. Continuation of Discussion and Consideration Regarding Updating Procurement Policy and
Limits
C. Honeywell Projects Status — Verbal Report
13. NEW BUSINESS
a. Approve A Resolution Of The City Council Of The City Of Ukiah Approving A Joint Exercise
Of Powers Agreement Relating To The California Municipal Finance Authority
b. Discussion And Possible Appointment of Planning Commission Member
C. Authorization For City Manager To Negotiate And Execute A Contract In An Amount Not To
Exceed $30,000 For Acquisition Of Professional Services From Source California Energy
Services, Inc. For Evaluation And Inspection Services For The Hydro Electric Facility
(EUD).
14. CLOSED SESSION — Closed Session may be held at any time during the meeting
a. Conference with Labor Negotiator (§ 54957.6)
Agency Representative: Jane Chambers, City Manager
Employee Organizations: Electric Unit
b. Conference with Legal Counsel —Existing Litigation
(Subdivision (a) of Gov't Code Section 54956.9)
Name of case: (Ukiah Valley Sanitation District v. City of Ukiah, dispute resolution under
Participation Agreement)
C. Conference with Legal Counsel — Anticipated Litigation
Initiation of litigation pursuant to Cal Gov't Code Section 54956.9(c) — One case
15. ADJOURNMENT
Please be advised that the City needs to be notified 72 hours in advance of a meeting if any specific
accommodations or interpreter services are needed in order for you to attend. The City complies with ADA
requirements and will attempt to reasonably accommodate individuals with disabilities upon request.
Materials related to an item on this Agenda submitted to the City Council after distribution of the agenda packet are
available for public inspection at the front counter at the Ukiah Civic Center, 300 Seminary Avenue, Ukiah, CA
95482, during normal business hours, Monday through Friday, 8:00 am to 5:00 pm.
I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was
posted on the bulletin board at the main entrance of the City of Ukiah City Hall, located at 300 Seminary Avenue,
Ukiah, California, not less than 72 hours prior to the meeting set forth on this agenda.
Dated this 27th day of October, 2011.
JoAnne Currie, City Clerk
Item 5a
CITY OF UKIAH
CITY COUNCIL MINUTES
Regular Meeting
CIVIC CENTER COUNCIL CHAMBERS
300 Seminary Avenue
Ukiah, CA 95482
10/19/2011
1. ROLL CALL
Ukiah City Council met at a Regular Meeting on October 19, 2011, the notice for which
being legally noticed on October 13, 2011. Mayor;Rbdi' called the meeting to order at
6:00 pm. Roll was taken with the following Coui�lrne' "trs present: Landis, Thomas,
Crane, Baldwin, and Mayor Rodin. Councilfii rn6ers absentt:,None. Staff Present: City
Manager Chambers, Assistant City Manager"Sangiacomo, City Attorney Rapport, City
Clerk Currie, Director of Planning and Cbrrimunity Development Stump, Director of Public
Safety Dewey, Police Capitan WojcieszElectric Utility Director Grandi, and Purchasing
Supervisor Horger.
2. PLEDGE OF ALLEGIANCE
3.
4. PETITIONS AND
5. APOROVAL OF'
a. `Reaular Me
6.
7.
a
b
C.
Al
's Riaht to Vote
�rted the, proclamation. Katazyna Rolsinski
he October `10 suffrage sash making event,
13, event at the Civic Center.
rove minutes of the Regular Council Meeting of 10/5/11 as
v all AYE voice vote.
Report Of Disbursements For The Month Of September 2011.
Award Purchase Of 18,000 Feet Of 15kV, EPR Insulated 1100 Kcmil Compact
Single Conductor Cable To The Okonite Company In The Amount Of $109,659.33.
(EUD)
Notification To City Council Of Emergency Expenditure For Trenching, Conduit
Installation And Repaving On Oak Manor Drive To Wipf Construction In The
Amount Of $26,442.90. (EUD)
Report To Council Of The Expenditure Of $8,714.82 To Cooper Power Systems
C/O HD Supply, Portland, Oregon For The Purchase Of A Vacuum Fault
Page 1 of 5 10/19/2011
Interrupter (VFI) Control Test Set For The Electric Utility Department. (EUD)
e. Award Purchase Of Miscellaneous Electric Utility Material Items For The Total
Amount Of $31,654.75. (EUD)
f. Award Purchase Of Power Poles To HD Supply, Benicia, In The Amount Of
$52,532.44. (EUD)
g. Notification To City Council Of Acquisition Of Professional Services From Ukiah
Valley Association For Habilitation For Janitorial Services At The Waste Water
Treatment Plant In The Amount Of $5,460.
h. Authorize The City Manager To Negotiate And Execute An Addendum To The
Agreement For The Possible Donation Of Open Space In The Western Hills And
Approval Of Corresponding Budget Amendment For Closing Costs And
Reimbursable Expenses
i. Authorize The City Manager To Negotiate And-LXecute A License Agreement With
The North Coast Railroad Authority For The Temporary Use Of Facilities At The
Perkins Street Rail Property
9.
Mayor Rodin and Couricilmember Lanlis attended the Court Facilities Working Group
meeting in Sari '�rancisco'to;, represent and support the> potential courthouse project in
Ukiah earlier todau
10. CITh
Cit}r
regal
subs
12. UNF
a.
inager Chambers requested electric Utility Director Grandi address City Council
ng the substation prt'ject. Director,, Grandi informed Council that tonight the new
:ion will be online. _
NGS (6:45 P
Approve�Contract.with Environmental Science Associates (ESA) For The
Preparation Cif. An Lnvironmental Impact Report For The Costco Wholesale
Project And Approve The Associated Budget Amendment
Director of Planning and Community Development Stump presented the item.
Recommended Action(s): 1) Approve the budget amendment and the contract with
Environmental Science Associates for the preparation of the Environmental Impact
Report for the Costco Wholesale project and 2) Authorize the City Manager to
administratively approve any future changes to the contract and associated budget
amendments provided no City funds are involved.
M/S Landis/Thomas to approve the budget amendment and the contract with
Environmental Science Associates for the preparation of the Environmental Impact
Page 2 of 5 10/19/2011
Report for the Costco Wholesale project and Authorize the City Manager to
administratively approve any future changes to the contract and associated budget
amendments provided no City funds are involved. Motion carried by the following
roll call votes: AYES: Landis, Thomas, Crane, Baldwin, and Rodin. NOES: None.
ABSENT: None. ABSTAIN: None
b. Discussion And Possible Approval Of Procedures For Annual Selection And
Appointment Of Mayor And Vice Mayor
City Manager Chambers and City Clerk Currie presented the item. Recommended
Action(s): Discuss and approve procedures for annual selection and appointment of
Mayor and Vice Mayor and direct staff to bring forward a resolution approving
changes to the City Council Meeting Procedur'and City Council Decorum.
Public Comment Opened 7:12 pm
Public Speaking to the item: Susan
Public Comment Closed 7:25 pm
By Consensus, City Council supp
M/S Baldwin/Landis to..� a
appointment of mayor .ah
meeting" to the last two sE
staff to bring forward a rec,
Procedures. Motion carried
Crane, Bakdwin, 4'1-1 Rodin.
C. Status REYport Regarding Ho
Public CommE=rit
Public Speaking in
MJ -ser, Hopland; Jt
San ers, Ukiah Re
an honorably disch
understart ,the nE
regard to H
Exchange.
Public Com
JR Rose, and'Finance Director Elton.
menting with the furniture arrangement.
el`Project Proposal
the jtem. Recommended Action: Receive
iea qsy pm
)ositidh to contracting with Honeywell: Peter Good; Don
Hatch', rhobilehome park owner; Lisa Mammina; Linda
int; Jamie Connerton, Ukiah, stated for the record that he is
ed United States Navy Veteran from the Vietnam era and
for national defense but not for national offenses; spoke in
building of weapons; and Lee Howard, North Coast Builders
Closed 6:59 pm
City Manager Chambers stated answers to the questions raised will be addressed
in the November 2 ASR.
13. NEW BUSINESS
a. Award Of Bid For The Purchase Of Replacement Radio Equipment And
Reprogramming For The FCC Narrow Banding Requirements, In The Amount
Of $57,118.35, Plus Applicable Sales Tax, To Fisher Wireless Services, And
Motorola Inc.
Page 3 of 5 10/19/2011
Director of Public Safety Dewey and Police Capitan Wojcieszak presented the item.
Recommended Action(s): Reject the lower bids as recommended and award bid for
the purchase of replacement radio equipment and reprogramming for the FCC
Narrow Banding requirements, in the amount of $57,118.35, plus applicable sales
taxes, to Fisher Wireless Services and Motorola Inc.
M/S Crane/Thomas to approve Recommended Actions. Motion carried by the
following roll call votes: AYES: Landis, Thomas, Crane, Baldwin, and Rodin.
NOES: None. ABSENT: None. ABSTAIN: None
b. Approval Of The Third Amended And Restated' NCPA Metered Subsystem
Aggregator (MSSA) Agreement And Adopt Ede olution (EUD)
Electric Utility Director Grandi presented th&item. Recommended Action(s):
Approve the third amended and restatedMSSA Agreement, authorize the City
Manager to execute all necessary,Opcuments and adopt resolution.
D
Crand/Lbindis to 6oprove Recommended Actions
c Commentopened 7:,50Fpm
c speaking to fire item: Ljrda Sanders.
,Comment closed 7:51 pm
Motion cArried *, ;the following roll call votes: AYES: Landis, Thomas, Crane,
Baldwin, ancj Rodih'.'NOES: None. ABSENT: None. ABSTAIN: None
Approve The Installation Of Approximately 116 LED Streetlight Cobra Head
Type Fixtures Along State Street. (EUD)
Electric Utility Director Grandi presented the item. Recommended Action(s):
Approve the installation of approximately 116 LED streetlight Cobra Head type
fixtures along State Street.
M/S Crane/Thomas to approve Recommended Action. Motion carried by the
following roll call votes: AYES: Landis, Thomas, Crane, Baldwin, and Rodin. NOES:
None. ABSENT: None. ABSTAIN: None
Page 4 of 5 10/19/2011
Recessed 7:59 pm Reconvened 8:03 pm
e. Discussion And Consideration Of Updating Procurement Policy And Limits.
Assistant City Manager Sangiacomo and Purchasing Supervisor Horger presented
the item. Recommended Action(s): Provide direction on amending procurement
policy and limits.
Public Comment Opened 8:50 pm
Public speaking to the item: Lee Howard, North Coast Builders Exchange; Linda
Sanders; Tony Shaw, Employer's Council of Merl; odno County;
Public Comment Closed 8:57 pm
Item Continued.
Adjourned to closed session and convene as tie Ukiah Redevelopment Agency at 9:10
pm.
14. CLOSED SESSION - Closed Session mavbe.held at.anv time durihct1he meeting
Reco
15.
C. Conference with Leg&GCounsel - Anticipated Litigation
Initiation of litigation p4 suant to Cal Gov't Code Section 54956.9(c) - One case
ivert�d fn t7pett Session at 9:40 pm with no reportable action.
ADJOURNMENT
There being no fu
JoAnne M. Currie, C
meeting adjourned at 9:40 pm
Page 5 of 5 10/19/2011
ITEM NO.:
MEETING DATE:
AGENDA SUMMARY REPORT
7a
November 2, 2011
SUBJECT: POSSIBLE ADOPTION OF RESOLUTION AMENDING RULES GOVERNING COUNCIL
MEETINGS
Background:
At the October 19, 2011 City Council Meeting, Council approved procedures for the annual selection and
appointment of Mayor and Vice Mayor and directed staff to bring forward a Resolution approving changes to
the City Council Meeting Procedures document.
Fiscal Impact:
1-1F-1FY 10/11 F-1New Appropriation ❑x Not Applicable Budget Amendment Required
Continued
Recommended Action(s): Adopt a Resolution Approving Changes to Section 7 of the City Council
Meeting Procedures
Alternative Council Option(s): Provide direction to staff.
Citizens advised: None
Requested by: City Council
Prepared by: JoAnne Currie, City Clerk
Coordinated with: Jane Chambers, City Manager
Attachments: None
Approved:�yi>`'to..,.-,��
!Jane Chambers, City Manager
RESOLUTION NO. 2011 -
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH
AMENDING RULES GOVERNING COUNCIL MEETINGS
WHEREAS,
1. The City Council has adopted by resolution Procedures of Conduct for City Council
Meetings, last revised on July 20, 2005 ("Procedures"); and
2. The City Council has determined to revise the rules governing the Mayoral Rotation and
Seating Arrangement for Council.
NOW, THEREFORE, BE IT RESOLVED that the title and Section 7 of the Procedures are
amended as follows:
TITLE: City of Ukiah City Council Meeting Procedures
SECTION 7. VOTING PROCEDURE
I. Mayoral Rotation and Seating Arrangement for Council
It is the policy of the City Council that the office of Mayor be rotated insofar as possible
among the members of the City Council and that the Mayor shall serve a term of one year
or until a successor is appointed. The rotation is based on seniority. The Vice Mayor shall
replace the outgoing Mayor. It is the intent and desire of the City Council to allow every
member the opportunity to serve as Mayor, and consideration is given to those members of
the Council who have not previously served as Mayor unless all members have so served.
The City Council shall, at its first regular meeting in the month of December, meet and
choose one of its members as Mayor, and one of its members as Vice Mayor. The Mayor's
seat shall be filled by the most senior member in length of uninterrupted service who has
not previously served as Mayor. The Councilmember selected as Mayor, however, shall have
served at least one year as a member of the City Council.
Where all Councilmembers have served a term as Mayor, the person to be selected as
Mayor shall be the person who has not served as Mayor for the longest period of time. If
the person who has not served as Mayor for the longest period of time declines the position,
then the person who has not served as Mayor for the longest period of time other than the
declining Councilmember or Councilmembers shall be selected.
When a selection of Mayor is to be made from a Councilmember who has not yet served as
Mayor, the person who is otherwise qualified and has served on the Council the longest
without being Mayor shall be selected as Mayor. In the case where two or more persons
qualified to be selected as Mayor have served the same amount of time as a
Councilmember without being Mayor, the person selected shall be the person who received
the most votes at their initial election.
Resolution No. 2006-04
Page 1 of 1
At the time of selection of the Mayor in any given year, the individual who would qualify to
be selected as Mayor in the next following year, using the criteria above, shall be named
Vice Mayor for the current year.
If a Councilmember declines to serve as Vice Mayor, the Council will decide by formal action
where the member will fit into the rotation at the December meeting. The Council has the
ultimate discretion to elect or not elect any Councilmember for any office at the December
meeting.
The Mayor and Councilmembers shall be seated as follows, seating assignments given from
the perspective facing the audience:
A. The Mayor and Councilmembers shall sit in the five of seven furthest rightward
positions on the dais.
B. The Mayor's position shall be the fourth from the right or center of the dais.
C. The Vice Mayor shall be seated immediately to the Mayor's left or left hand side.
D. Following the installation of new Councilmembers into office, Councilmembers leaving
office shall immediately step down from the dais. Incumbent Councilmembers shall
then assume any positions vacated to their left. Newly elected or appointed
Councilmembers shall be seated at the far right of the dais. If more than one
Councilmember is newly elected, they shall be seated in order of votes cast, with the
lowest vote getter being seated furthest right and the highest vote getter being seated
to the left.
E. Except as described in subsection F below, following the annual rotation of the Vice
Mayor, the exiting Vice Mayor shall move right to the Mayor's position in the center of
the dais, the newly selected Vice Mayor shall move to the Mayor's left hand side, and
the remaining Councilmembers shall move one seat to their left.
F. Following the annual rotation of the Vice Mayor during general election years, the
newly elected Councilmembers shall remain in the furthest right seats and only
incumbent Councilmembers shall rotate positions as described in subsection E above.
G. To the extent that the foregoing rules do not address Councilmember seating changes
or rotations, the City Council shall determine the seating location by formal action of
the same at a regular, special, or adjourned meeting.
City
Manager
City
Attorney
Vice Most
Mayor Mayor Senior
CCM
Resolution No. 2006-04
Page 2of 1
CCM
Least Senior
CCM
BE IT FURTHER RESOLVED that the amended version of Section 7 as contained in
this Resolution shall replace Section 7 in the City Council Meeting Procedures as it read
prior to the adoption of this Resolution.
PASSED AND ADOPTED this 2nd day of November, 2011, by the following roll call
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
JoAnne Currie, City Clerk
Mari Rodin, Mayor
Resolution No. 2006-04
Page Sof 1
ITEM NO.: 7b
MEETING DATE:
AGENDA SUMMARY REPORT
November 2, 2011
SUBJECT: AUTHORIZE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AMENDMENT TO
THE CONTRACT WITH WARREN MCCLUNG ASLA FOR CONTINUED WORK ON
THE RIVERSIDE PARK PROJECT TO BE FULLY REIMBURSED BY CALIFORNIA
PROP 50 RIVER PARKWAYS GRANT.
Summary: Staff is requesting that the City Council amend the contract with Warren McClung Landscape
Architect for the construction management at Riverside Park Phase One.
Background: The City of Ukiah received $810,000 for Riverside Park from the California Resources
Agency River Parkways Grant Program. The grant project or "Phase 1" includes improvements to the
entry area, construction of the top -of bank trail and one river access trail. The improvements will restore
the riparian habitat by removing invasive vegetation and replanting native species. Phase 1 will include
approximately 2,500 linear feet of trail and 1,200 linear feet of river bank riparian restoration.
Discussion: The City has worked with Warren McClung ASLA since 2009 on the development of
Riverside Park. McClung prepared the plans and specifications for the rough grading contract which
was carried out in the fall of 2010. McClung also prepared the plans and specifications for the trails and
re -vegetation contract which is currently in progress. During both construction contracts McClung was
onsite to manage the implementation of the work. The current contract with McClung was awarded in
September of 2010 (Attachment #1). During the past year, the anticipated work tasks and schedule
have increased slightly. The overall work product has been tremendously successful and McClung has
been an asset to the project. Staff is recommending that the City amend the contract in an amount not
to exceed $13,800 and continue work with McClung for the duration of the project. The remaining tasks
will include construction management services. This work is budgeted in the Park Development Fund
and is reimbursed by the River Parkways Grant Program.
Fiscal Impact:
Budgeted FY 11/12 0 New Appropriation 0 Not Applicable 0 Budget Amendment Required
Amount Budgeted Source of Funds (title and #)
$569,597 Park Development: Riverside Park
Account Number
140.6050.930.006
Addict. Appropriation Requested
Recommended Action(s): Authorize City Manager to negotiate and execute an amendment to the
contract with Warren McClung, ASLA in an amount not to exceed $13,800, to be fully reimbursed by
grant funds.
Alternative Council Option(s): Remand to staff with direction.
Prepared by: Katie Marsolan, Community Services, Mary Horger, Purchasing Supervisor
Coordinated with: Warren McClung, ASLA
Attachments: 1. Aqreement with Warren McClung, ASLA
Approved: VvkA---
J ne. Chambers, City Manager
AGREEiv'IENT FOR
Ecopw
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this -2� day of�C.�� ; 2010 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Warren R.
McClung ASLA, a sole proprietorship, organized and in good standing under the laws of the state of
California, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to bidding and construction for Riverside Park Phase
One.
b. Consultant represents that it has the qualifications, skills, experience and properly licensed to
provide these services, and is willing to provide them according to the terms of this
Agreement.
C. City and Consultant agree upon the Scope -of -Work and Work Schedule attached hereto as
Attachment 'W', describing contract provisions for the project and setting forth the completion
dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
\ 1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope -of -Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement
between City and Consultant. The written Agreement shall be in the form of an Amendment to
this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required by the
Scope -of -Work and shall complete such services by December 31, 2011. Consultant shall
complete the work to the City's reasonable satisfaction, even if contract disputes arise or
Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this Agreement,
Consultant shall be compensated on a time and expense basis not to exceed a guaranteed
maximum dollar amount of $49,000.00. Labor charges shall be based upon hourly billing rates
for the various classifications of personnel employed by Consultant to perform the Scope of
Work as set forth in the attached Attachment B, which shall include all indirect costs and
expenses of every kind or nature, except direct expenses. The direct expenses and the fees
to be charged for same shall be as set forth in Attachment B. Consultant shall complete the
Design — ProfSvcsAgreement- - September 2010
PAGE 1 OF
riee`d"Cat""a�
rfor the not-to-exceedguaranteed maximum, even if actual time and expenses
mount.
4.2 Changes. Should changes in compensation be required because of changes to the Scope -of -
Work of this Agreement, the parties shall agree in writing to any changes in compensation.
"Changes to the Scope -of -Work means different activities than those described in Attachment
"A" and not additional time to complete those activities than the parties anticipated on the date
they entered this Agreement.
4.3 Sub -contractor Payment. The use of sub -consultants or other services to perform a portion of
the work of this Agreement shall be approved by City prior to commencement of work. The
cost of sub -consultants shall be included within guaranteed not -to -exceed amount set forth in
Section 4.1.
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of invoice less any amount already paid to Consultant, which
amounts shall be due and payable thirty (30) days after receipt by City. For tasks being
executed under a NTE Fee budget, the invoices shall provide a description of each item of
work performed, the time expended to perform each task, the fees charged for that task, and
the direct expenses incurred and billed for. For tasks being executed under a fixed fee,
invoices shall be based on a percentage of completion basis with a description of work
accomplished. Invoices shall be accompanied by documentation sufficient to enable City to
determine progress made and the expenses claimed.
5.0 ASSURANCES OF CONSULTANT j
5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for
its acts or omissions. Consultant (including its agents, servants, and employees) is not City's
agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent contractor
and not an employee, joint venturer,- or partner of City for any purpose whatsoever. City shall
have no right to, and shall not control the manner or prescribe the method of accomplishing
those services contracted to and performed by Consultant under this Agreement, and the
general public and all governmental agencies regulating such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been inserted
solely to achieve compliance with federal and state laws, rules, regulations, and interpretations
thereof. No such provisions and no other provisions of this Agreement shall be interpreted or
construed as creating or establishing the relationship of employer and employee between
Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-employment
taxes that are due the state and federal government and shall furnish and pay worker's
compensation insurance, unemployment insurance and any other benefits required bylaw for
himself and his employees, if any. Consultant agrees to indemnify and hold City and its
officers, agents and employees harmless from and against any claims or demands by federal;
state or local government agencies for any such taxes or benefits due but not paid by
Consultant, including the legal costs associated with defending against any audit, claim,
.demand or law suit.
Design — PmtSvcsAgreement- -September 2010
PAGE20F7
Consultant warrants and represents that it is a properly licensed professional or professional
organization with a substantial investment in its business and that it maintains its own offices
and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City.
Consultant has no interest and will not acquire any direct or indirect interest that would conflict
with its performance of the Agreement. Consultant shall not in the performance of this
Agreement employ a person having such an interest. If the City Manager determines that the
Consultant has a disclosure obligation under the City's local conflict of interest code, the
Consultant shall file the required disclosure form with the City Clerk within 10 days of being
notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for the
full period of time allowed by law, surviving the termination of this Agreement insurance
against claims for injuries to persons or damages to property, which may arise from or in
connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form
No. CG 20 10 10 01 and Commercial General Liability Coverage — Completed
Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any
auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the State
of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultant's
profession. Architects' and engineers' coverage is to be endorsed to include
contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintainlimits no less than:
General Liability: $1,000,000 combined single limit per occurrence for bodily
injury, personal injury and property damage including'operations, products and
completed operations. If Commercial General Liability Insurance or other form
with a general aggregate limit is used, the, general aggregate limit shall apply
separately to the work performed under this Agreement, or the aggregate limit
shall be twice the prescribed per occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
Design — ProtSvcsAgreement- - September 2010
PAGE 3 OP 7
3. Worker's Compensation and Employers Liability: Worker's compensation limits
as required by the Labor Code of the State of California and Employers Liability
limits of $1,000,000 per accident.
4. Errors and Omissions liability: $1,000,000 per esserFenee claim.
C. Deductibles and Self-insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the
City. At the option of the City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects to the City, its officers, officials,
employees and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration and defense
expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products and
completed operations of the Consultant, premises owned, occupied or
used by the Consultant, or automobiles owned, hired or borrowed by the ; )
Consultant for the full period of time allowed by law, surviving the
termination of this Agreement. The coverage shall contain no special
limitations on the scope -of -protection afforded to the City, its officers,
officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance as
respects to the City, its officers, officials, employees and volunteers.
Any insurance or self-insurance maintained by the City, its officers,
officials, employees or volunteers shall be in excess of the Consultant's
insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its officers, officials, employees or
volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City, its
officers, officials, employees and volunteers for losses arising from Consultant's
performance of the work, pursuant to this Agreement.
3. Professional Liability Coverage
Design—ProtSvcsAgreement- -September 2010
PAGE 4 OF 7
If written on a claims -made basis, the retroactivity date shall be the effective
date of this Agreement. The policy period shall extend from 12/31/11 to
1.2/31/12.
4. All Coverages
Each Insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
E. Acceptability of Insurers
Insurance is to be placed with admitted California insurers with an A.M. Best's rating of
no less than A- for financial strength, AA for long-term credit rating and AMB -1 for
short-term credit rating.
F. Verification of Coverage
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates and
Endorsements for each insurance policy are to be signed by a person authorized by
that insurer to bind coverage on its behalf. The Certificates and Endorsements are to
be on forms provided or approved by the City. All Certificates and Endorsements are
to be received and approved by the City before Consultant begins the work of this
Agreement. The City reserves the right to require complete, certified copies of all
required insurance policies, at any, time. If Consultant fails to provide the coverages
required herein, the City shall have the right, but not the obligation, to purchase any or
all of them. In that event, after notice to Consultant that City has paid the premium, the
cost of insurance may be deducted from the compensation otherwise due the
contractor under the terms of this Contract.
G. Subcontractors
Consultant shall include all sub -contractors or sub -consultants as insured under its
policies or shall furnish separate certificates and endorsements for each sub -contractor
or sub -consultant. All coverage for sub -contractors or sub -consultants shall be subject
to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination
of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or
pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant
and its agents in the performance of services under this contract, but this indemnity does not
apply to liability for damages for death or bodily injury to persons, injury to property, or other
loss, arising from the sole negligence, willful misconduct or defects in design by the City, or
arising from the active negligence of the City.
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include all
costs associated with defending the claim, including, but not limited to, the fees of attorneys,
investigators, consultants, experts and expert witnesses, and litigation expenses.
Design — PratSvcsAgreement- -September 2010
PAGE 5 OF 7
References in this paragraph to City or Consultant, include their officers, employees, agents,
and subcontractors. ,)
7.0 CONTRACT PROVISIONS
7.1 Documents and Ownership of Work. All documents furnished to Consultant by City and all
documents or reports and supportive data prepared by Consultant under this Agreement are
owned and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of Consultant's services at no additional cost
to City. Deliverables are identified in the Scope -of -Work, Attachment "A". All documents
produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant
shall produce the digital format, using software and media approved by City. if the City uses
documents prepared by Consultant for a different site or project than the one for which they
are prepared, it will indemnify Consultant for any claim, expense or liability arising out of such
use.
7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States,
the State of California, and all local governments having jurisdiction over this Agreement. The
interpretation and enforcement of this Agreement shall be governed by California law and any
action arising under or in connection with this Agreement must be filed in a Court of competent
jurisdiction in Mendocino County.
7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set
forth the entire understanding between the parties.
7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction,
the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement of
both parties in writing.
7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not
assign, transfer, or sub -contract its interest or obligation under all or any portion of this
Agreement without City's prior written consent.
7.7_ Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be
a waiver of any other or subsequent breach of the same or any other covenant, term or
condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the
Agreement; 2) because funds are no longer available to pay Consultant for services provided
under this Agreement; or 3) City has abandoned and does not wish to complete the project for
which Consultant was retained. A party shall notify the other party of any alleged breach of
the Agreement and of the action required to cure the breach. If the breaching party fails to
cure the breach within the time specified in the notice, the contract shall be terminated as of
that time. If terminated for lack of funds or abandonment of the project, the contract shall
terminate on the date notice of termination is given to Consultant. City shall pay the
Consultant only for services performed and expenses incurred as of the effective termination
date. In such event, as a condition to payment, Consultant shall provide to City all finished or
unfinished documents, data, studies, surveys, drawings, maps, models, photographs and
reports prepared by the Consultant under this Agreement. Consultant shall, be entitled to
receive just and equitable compensation for any work satisfactorily completed hereunder,
Design — PrAwsAgreement- -September 2010
PAGE 6 OF 7
subject to off -set for any direct or consequential damages City may incur as a result of
Consultant's breach of contract.
7.9 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the
original signature of the parties. When so signed, each such document shall be admissible in
administrative or judicial proceedings as proof of the terms of the Agreement between the
parties.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when personally
delivered or deposited in the mail {certified or registered} addressed to the parties as follows:
CITY OF UKIAH
DEPT. OF COMMUNITY SERVICES
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
9.0 SIGNATURES
WARREN R. MCCLUNG, ASLA
LANDSCAPE ARCHITECT CA REG. #4382
11666 SERENA COURT
SONORA, CA 95370
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
•NT
IF, , Date
IRS IDN Number
CITY OF UKIAH
�/CITY MANAGER
ATTEST
4C'7C2TE`0K
Design—ProfSvosAgreement- - September 2010
PAGE 7 OF 7
/0 /,g-,3
Date
10 -,?3-/0
Date
Warren R. McClung, ASLA
Land Planning = Site Design • Landscape Architecture
ATTACHMENT TO:
Agreement between City of Ukiah and
Warrent R. McClung
Riverside Park Phase One
Date of Agreement:
I. PROJECT UNDERSTANDING—The following scope of services and estimated fee
(see Attachment "B") are to provide bidding and construction related services
for the two construction contracts—the "Rough Grading" project and the "Trails
Construction and Revegetation" project, which are part of Riverside Park Phase
One. Construction drawings, technical specifications, and bid documents are
complete for the Rough Grading project and it is currently out to bid.
Construction drawings for the Trails project are currently being finalized by
RRM Design Group under an existing consultant agreement; however, it is my
understanding that preparation of the technical specifications and bid l
documents for this project will be part of this scope of Service. Additionally, it J
is my understanding that the City wishes to retain Warren R. McClung (WRM) to
provide bidding and construction phase services for both projects.
II. SCOPE OF SERVICES—Below is an outline of services proposed to be provided
as appropriate for each of the construction projects. Attachment "B" of this
Agreement outlines the specific contract tasks and associated fees for
providing this scope of services as appropriate to each of the projects.
A. BID DOCUMENT PREPARATION TRAILS AND REVEGETATION PROJECT—
WRM will prepare the Technical Specifications for this project. These
specifications will support the Construction Drawings prepared by RRM
Design Group. In preparing the technical specifications, WRM will
coordinate with Ann Baker Landscape Architecture (ABLA). WRM will
work closely with City staff to integrate the City's standard bid and
contract forms with the Drawings and Specifications to form a full set of
Bid Documents. WRM will then provide these documents in an
electronic form suitable for the City to publish for bidding purposes.
B. BIDDING PHASE SERVICES—The specific services that WRM will provide
include the following:
1. . Attend a pre-bid meeting and prepare a meeting summary;
2. Log Bidder questions and prepare addenda in response as may
be necessary,
11666 Serena Court • Sonora, CA 95370 .(209) 840-1198
Attachment "A"
Scope of Services
Riverside Park Phase One
Page 2 of 3
C. CONSTRUCTION PHASE SERVICES
The City understands that construction observation by a design
professional is an integral part of the construction process. WRM's
involvement during construction is in addition to, not a substitute for,
the daily construction inspections, testing, and management executed
by the City or their designee. WRM will work with the City to establish a
scope of construction phase services that is appropriate to the level of
construction. At a minimum, these services should include:
1. Attending pre -construction conferences;
2. Reviewing Contractor submittals;
3. Attending project meetings;
4. Visiting the site to observe construction;
5. Responding to Requests for Information (RFI's);
6. . Issuing Supplemental Instructions and Work Directive Changes;
7. Reviewing Change Order Requests;
8. Reviewing Applications for Payment; and,
9. Consulting with City staff as requested.
Ill. CLIENT RESPONSIBILITIES
The City agrees to the following:
A. Designate City's project manager through whom all direction to WRM
will be communicated.
B. Provide a Geothechnical testing required for compliance with Contract
Documents.
C. Provide inspection and testing services required for compliance with the
Contract Documents.
IV. SCOPE LIMITATIONS AND EXCLUSIONS
A. CONSTRUCTION PHASE SERVICES LIMITATIONS
Site visits and observations are not intended to, be an exhaustive check
or a detailed inspection of the Contractor's work but rather are to allow
WRM to become generally familiar with the Work in progress and to
determine, in general, if the Work is proceeding generally in accordance
Land Planning . Site Design ■ Landscape Architecture
Attachment "A"
Scope of Services \�
Riverside Park Phase One
Page 3 of 3
with the Contract Documents.
In providing services during construction, WRM shall not supervise,
direct or have control over the Contractor's work nor have any
responsibility for the construction means, methods, techniques,
sequences or procedures selected by the Contractor nor for the
Contractor's safety precautions or programs in connection with the
Work. These rights and responsibilities are solely those of the
Contractor.
Further, WRM shall not be responsible for any acts or omissions of the
Contractor, subcontractor,,any entity performing any portion of the
Work, or any agents or employees of any of them. WRM does not
guarantee the performance of the Contractor and shall not be
responsible for the Contractor's failure to perform its work in
accordance with the Contract Documents or any applicable laws, codes,
rules, or regulations.
B. EXCLUSIONS
The following are specifically excluded from the scope of services:
1. Geotechnical Investigations
2. Hazardous Materials Investigations and Remediation
3. Construction Management
4. Title Reports
5. Environmental Impact Reports
Land Planning • Site Design . Landscape Architecture
Warren R. McClung, ASLA
Land Planning - Site Design - Landscape Architecture
ATTACHMENT TO:
Agreement between City of Ukiah and
Warren R. McClung
Riverside Park Phase One
Date of Agreement:
CONTRACT TASKS AND COMPENSATION
The following are the specific tasks and associated fees for providing the services
described in Attachment "A" as applied to the two specific project. See "Fee Notes"
for description of how each of the types of fees quoted will be billed. The Client
agrees to compensate WRM as follows:
Task 1 ROUGH GRADING PROJECT
l 1.01 Bidding Phase Services ....................................... NTE Fee Budget(6): $2,000
Per City's request, WRM began providing bidding phase services prior to
execution of this Agreement. The above fee budget includes charges for
those services. This Agreement memorializes the City's verbal request;
hence, these services will be considered a part of the Agreement.
1.02 Construction Phase Services .............................. NTE Fee Budget(B): $7,000
This anticipates a construction period of 4 weeks to be completed by
November 1, 2010.
Task 2 TRAILS AND REVEGETATION PROJECT
2.01 Bid Document Preparation ............................................Fixed Fee(A) $4,000
2.02 Bidding Phase Services ....................................... NTE Fee Budget(B): $9,500
(Incl. Bidder Prequalification)
In addition to the typical bidding phase services described in Attachment
"A" this fee estimate includes a time allocation for assisting the City in
conducting a pre -qualification process for prospective bidders.
2.03 Construction Phase Services ............................ NTE Fee Budget( $22,000
This task anticipates a core construction period of 16 weeks completed
during the spring and summer of 2011. The core construction period
1 1666 Serena Court • Sonora, CA 95370 • (209) 840-1198
Attachment "B"
Compensation
Riverside Park Phase One
Page 2 of 3
refers to period required for substantial completion of the major
construction elements but excludes the Plant Establishment Period and
Adaptive Management Period. It is my understanding that ABTA will be
handling the plant establishment and adaptive management portions of the
Project.
Fee Notes:
During the course of the project as the desired level of service is clarified for each of
the Time and Materials tasks it is agreed that excess Fee Budgets for any of the Time
and Materials tasks may be shifted to other Time and Materials tasks. Likewise, if it
becomes evident that the budget for reimbursable expenses will not be fully used the
excess will be shifted to Time and Materials tasks as may be necessary to supplement
those budgets. Services will be billed as follows:
A. Tasks quoted as a "Fixed Fee" will be billed as the work progresses on a
percentage completion basis until the task is completed and the total Fixed Fee
for the task has been invoiced. Reimbursable expenses will be billed in addition
to the fixed fee.
Tasks quoted as a "Not -to -Exceed" (NTE) Fee Budget will be provided on an
hourly basis for time actually incurred. The stated NTE Fee Budget is provided for l
budgetary purposes only. WRM will provide services for each of these tasks to
the extent possible within the Fee Budget stated for each task based on actual
hours incurred; however, due to variables beyond WRM's control, the stated Fee
Budget does not warrant that WRM can provide all required services for the
specific task within this Fee Budget. Should the Client require or desire WRM's
services beyond what is feasible within the Fee Budget the Client agrees to amend
the Agreement to increase the Fee Budget accordingly. WRM will not be required
to incur time or expenses beyond the stated Fee Budget unless the Client agrees
to increase the Fee Budget. Reimbursable expenses will be billed in addition to
the stated Fee Budget.
C. For tasks quoted as "Hourly" WRM will provide services as directed and requested
by the Client and will bill the Client for actual hours incurred. Reimbursable
expenses will be billed separately.
REIMBURSABLE EXPENSES
Clients shall reimburse WRM for incidental expenses incurred by WRM, or any
subconsultant WRM may hire in the interest of this Agreement, at actual cost plus
10% to cover overhead and administrative expenses. Reimbursable expenses include,
but are not limited to charges for reproduction; postage and handling of drawings
and documents; long distance communications; fees paid to authorities having
jurisdiction over the Project; the expense of any additional insurance requested by
the Client in excess of that normally carried by WRM or its subconsultants; and, travel
expenses.
Land Planning a Site Design • Landscape Architecture
Attachment 'B"
Compensation
Riverside Park Phase One
Page 3 of 3
Reimbursable automobile travel mileage will be billed at the IRS business standard
mileage rate current at the time billed.
Reimbursable Expense Budget .....................................................................$4,500
SUBCONSULTANTS
The proposed scope of services and fees stated above do not include the use of
subconsultants. Should the use of subconsultants be required the City agrees to
amend the Agreement as required to incorporate the scope of subconsultant services
and corresponding fees.
See Exhibit 1 to this attachment for breakdown of estimated hours.
Land Planning • Site Design . Landscape Architecture
EXHIBIT
RIVERSIDE
1 .. DOMcClung,
, r . PHASE ONELand
Staff
Planning
Warren McClung
Landscape
- Site Design
TASK TOTALS
ASLA
Architect #4382
- Landscape Architecture
PHASE TOTALS
Position
Principal Landscape
Architect
Project Role Principal -In -Charge
Hourly Rate
$125.00
TASK DESCRIPTION
WRM
Task 1
ROUGH GRADING PROJECT
1.01
BIDDING PHASE SERVICES
$ 2,000.00
1.01.01 Pre-bid Meeting
8.00
$ 1000.00
1.01.02 Prepare Addenda
8.00
$ 1,000.00
HOURS PER PERSON PER PHASE
16.00
1.02
CONSTRUCTION PHASE SERVICES
$ 7,000.00
1.02.01 Pre -construction Meeting
8.00
$ 1,000.00
1.02.02 Site Visits - 4
32.00
$ 4,000.00
1.02.03 Submittal Review
8.00
$ 1,000.00
1.02.04 Substantial Completion Walk Through
8.00
$ 1,000.00
FEE ESTIMATE Riverside Park FEE EST-01_Rev-01.xis: 10/12/2010, 7:01 PM PAGE 1 OF 2
EXHIBIT
RIVERSIDE
I TO ATTCHMENT "B" - FEE ESTIMATE BREAKDOWN
PARK PHASE ONE
Staff
Land Planning
Warren McClung
Warren R.
Landscape
- Site Design
- Landscape
LA
Architect ,
Architecture
PHASE TOTALS
Principal Landscape
Position Architect
Pro ect Role Principal -in -Charge
TASK TOTALS
Hourly Rate
$125.00
TASK DESCRIPTION
WRM
Task 2
TRAILS AND REVEGETATION PROJECT
2.01
PREPARE BIDDING DOCUMENTS
$
4,000.00
2.01.01 Prepare secirficatlons
32.00
$ 4,000.00
2.02
BIDDING PHASE SERVICES
$
9,500.00
2.02.01 Contractor Prequalification Process
40.00.
$ 5,000.00
2.02.02 Pre-bid Meeting
8.00
$ 1,000.00
2.02.03 Receive Questions
16.00
$ 2,000.00
2.02.04 Pre are Addenda
8.00
$ 1,000.00
2.02.05 Tabulate Bids
4.00
$ 500.00
2.03.
CONTRUCTION PHASE SERVICES
$
22,000.00
2.03.01 Pre -construction Meeting
8.00
$ 1,000.00
2.03.02 Site Visits -14
112.00
$ 14,000.00
2,03.03 Substantial Completion Walk Through
8.00
$ 1,000.00
2.03.04 Submlttal Review
16.00
$ 2,000.00
2.03.05 RFPs
32.00
$ 4,000.00
REIMBURSABLE EXPENSE BUDGET
$
4,500.00
TOTAL HOURS AND FEE ESTIMATE
356.00
$
49,000.00
NOTE:
The above estimate of hours Is Intended only to Illustrate how the fee estimates were derived. Billing for tasks provided on a
Time and Expense NTE or hourly basis will be based on actual hours incurred which may vary from the hours estimated for
each task and subtask. Fixed fee tasks will be billed based on percentge of completion regardless of the number of hours
incurred.
FEE ESTIMATE Riverside Park_FEE_EST-01_Rev-01.x1s: 10/12/2010,7:01 PM PAGE 2 OF 2
V01 III I ki
MEETING DATE:
AGENDA SUMMARY REPORT
7c
November 2, 2011
SUBJECT: REPORT TO COUNCIL OF THE EXPENDITURE OF $7,259.58 TO ONE
SOURCE DISTRIBUTORS FOR THE PURCHASE OF MISCELLANEOUS 200
AMP UNDERGROUND CONNECTORS FOR THE ELECTRIC UTILITY
DEPARTMENT. (EUD)
Pursuant to the requirements of Section 1522 of the Municipal Code, this report is being submitted to the
City Council to advise of the purchase of miscellaneous 200 amp underground connectors for electric
inventory.
A bid request was sent to eleven (11) vendors with five responding. One only bid on two (2) of the eight
(8) items and was the next to the highest price on those two items and the other vendor was a no bid on
all of these items. Results of that request are as follows:
One Source Distributors $ 7,259.58
HD Supply Benicia $11,019.27
Graybar $19,351.91
HD Supply, Portland $ 2,213.94 (only bid on two items of eight)
One Source Distributors was awarded the bid with a total price of $7,259.58 with tax and freight
included. These items will be charged to the inventory account 800.131.002 and then charged out to the
appropriate account as they are used and the balance will be kept as back up stock for the Electric Utility
Department.
Fiscal Impact:
❑X Budgeted FY 11/12 F-1F-1Appropriation Not Applicable Budget Amendment Required
Amount Budgeted Source of Funds (title and #) Account Number
$200,000 Underground Maintenance 800.3729.930.000
Recommended Action(s): NO ACTION NEEDED - REPORT TO COUNCIL ONLY
Alternative Council Option(s): None Needed
Citizens advised:
N/A
Requested by:
Colin Murphey, Electric Supervisor
Prepared by:
Mary Williamson, Buyer
Coordinated with:
Mary Horger, Purchasing Supervisor,
Attachments:
N/A
Approved: ` - 4/- -_
Ja a hambers, City Manager
ITEM NO.. 7d
MEETING DATE:
AGENDA SUMMARY REPORT
November 2, 2011
SUBJECT: REPORT TO COUNCIL OF THE EXPENDITURE OF $6,192.69 TO HD SUPPLY,
BENICIA CA FOR THE PURCHASE OF 12 EACH 15 KV FEED THRU INSERTS
AND 24 EACH 15 KV TEE SPLICES FOR THE ELECTRIC UTILITY
DEPARTMENT. (EUD)
Pursuant to the requirements of Section 1522 of the Municipal Code, this report is being submitted to the
City Council to advise of the purchase of 12 each feed thru inserts and 24 each tee splices.
A bid request was sent to eleven (11) vendors with six responding, three of those being "No Bids".
Results of that request are as follows:
HD Supply Benicia $ 6,192.69
One Source Distributors $ 6,608.65
CED $11,470.85
HD Supply, Benicia was awarded the bid with a total price of $6,192.69 with tax and freight included.
These items will be charged to the inventory account 800.131.002 and then charged out to the
appropriate account as they are used and the balance will be kept as back up stock for the Electric Utility
Department.
Fiscal Impact:
IV]
Budgeted FY 11/12 F—]New Appropriation Not Applicable F Budget Amendment Required
Amount Budgeted Source of Funds (title and #) Account Number
$200,000 Underground Maintenance 800.3729.930.000
Recommended Action(s): NO ACTION NEEDED - REPORT TO COUNCIL ONLY
Alternative Council Option(s): None Needed
Citizens advised: N/A
Requested by: Colin Murphey, Electric Supervisor
Prepared by: Mary Williamson, Buyer
Coordinated with: Mary Horger, Purchasing Supervisor,
Attachments: N/A
Approved: _ �--
J hambers, City Manager
ITEM NO.. 7e
MEETING DATE: November 2, 2011
AGENDA SUMMARY REPORT
SUBJECT: REPORT TO COUNCIL OF THE EXPENDITURE OF $6,060.81 TO ONE
SOURCE DISTRIBUTORS FOR THE PURCHASE OF 24 SPLICES AND
$2,901.75 TO GENERAL PACIFIC FOR THE PURCHASE OF 24 SHEARBOLT
CONNECTORS FOR THE ELECTRIC UTILITY DEPARTMENT. (EUD)
Pursuant to the requirements of Section 1522 of the Municipal Code, this report is being submitted to the
City Council to advise of the purchase of 24 each 1100 KCMIL splices and shear bolt connectors.
A bid request was sent to eleven (11) vendors with five responding. Results of that request are as
follows:
Shear bolt Connector
1100 Kcmil Splice
One Source Distributors
$2,948.04
$6,060.81
General Pacific
$2,901.75
$6,696.96
HD Supply Portland
$2,947.52
$6,805.06
HD Supply Benicia
$3,294.82
$6,510.77
WESCO
$3,011.66
$6,951.69
One Source Distributors was awarded the bid for the 1100 Kcmil Splices with a total price of $6,060.81
with tax and freight included. General Pacific was awarded the bid for the Shear bolt Connectors with a
total price of $2,901.75 with tax and freight included. These items will be charged to the inventory
account and then charged out to the appropriate account as they are used and the balance will be kept
as back up stock for the Electric Utility Department.
Fiscal Impact:
❑X Budgeted FY 10/11 El1-1Appropriation Not Applicable Budget Amendment Required
Amount Budgeted Source of Funds (title and #) Account Number
$200,000 Underground Maintenance 800.3729.930.000
Recommended Action(s): NO ACTION NEEDED - REPORT TO COUNCIL ONLY
Alternative Council Option(s): None Needed
Citizens advised:
N/A
Requested by:
Colin Murphey, Electric Supervisor
Prepared by:
Mary Williamson, Buyer
Coordinated with:
Mary Horger, Purchasing Supervisor,
Attachments:
N/A
Approved:
J Chambers, City Manager
ITEM NO.: 7f
MEETING DATE:
AGENDA SUMMARY REPORT
November 2, 2011
SUBJECT: REPORT THE PURCHASE OF WATER TANK/RESERVOIR CLEANING AND
INSPECTION SERVICES IN THE AMOUNT OF $11,491.62.
This report is being submitted to report the purchase of water tank/reservoir cleaning and inspection services from
Aqua -Tech Company in the amount of $11,491.62.
Bids were released in April of this year for the inspection and cleaning of one 2.5 mg water tank, two 1.5 mg water
tanks, and one. 1 mg water tank. Six bids were received. Aqua -Tech Company out of Carmichael, California was the
low bidder.
The bid was set-up for a flat fee for the video inspection of each tank, and an additional per square -foot price for
cleaning up to %" of sediment. Aqua-Tech's bid was for $665.75 per tank, $.33/square foot for cleaning up to Y2",
$2,350 per day additional for over the '/", as well as $325.00 per filter bag for capture of the sediment.
The necessity of tank cleaning is unknown until the video inspection is completed. As to the extent of the cleaning, this
too is not clear until the cleaning is underway. The completion of the work resulted in a final bill of $11,491.62. The
following is a summary of these charges:
DESCRIPTION
CHARGE
Inspection of one (1) 2.5 mg water tank
$ 665.75
Inspection of one 1) 1.5 mg water tank
$ 665.75
Inspection of one (1) 1.5 mg water tank
$ 665.75
Inspection of one (1) .1 mg water tank
$ 665.75
Cleaning one (1) 2.5 mg water tank (1" sediment)
$5,828.62
One (1) additional da
$2,350.00
Filter bas 2 @ $325 each
$ 650.00
TOTAL
$11,491.62
$2663.00 was encumbered in fiscal year 10/11, with the balance of $8,828.62 coming from fiscal year 11/12 funding
out of fund 820.3908.250.006.
Fiscal Impact:
Budgeted FY 11/12 F-1New Appropriation Not Applicable Budget Amendment Required
Amount Budgeted
Source of Funds title and #)
Account Number
Addit. Appropriation Requested
$8828.62
WTP-Operations
820.3908.250.006
1 $0
Recommended Action(s): Receive report.
Alternative Council Option(s): N/A
Citizens advised: N/A
Requested by: Tim Eriksen, Director of Public Works and City Engineer
Prepared by: Mary Horger, Purchasing Supervisor
Coordinated with: Paul Smith, Water Treatment Plant Supervisor, and Jane Chambers, City Manager
Attachments: N/A
Approved: J&
Chambers, City Manager
Ciiy cY'-Zikiah
ITEM NO.: 7g
MEETING DATE:
AGENDA SUMMARY REPORT
November 2, 2011
SUBJECT: REPORT TO COUNCIL THE REPAIR OF ONE 10" AND ONE 16" VERTICAL
TURBINE SOLID HANDLING PUMP BY VAUGHAN'S INDUSTRIAL REPAIR COMPANY, INC. IN
THE AMOUNT OF $23.015.02 PLUS SHIPPING
Background: Staff has been investigating some performance issues with the Vertical Turbine Solid
Handling (VTSH) pumps at the waste water treatment plant (plant). These pumps are manufactured
by Fairbanks -Morse and were installed as part of the Waste Water Treatment Plant expansion project
completed in 2009. These two pumps are two of the five pumps that are in the influent pump station.
The influent pump station is the head works of the plant where the influent is pumped from a low
invert elevation up to the plant treatment elevation. This "lift" is approximately 30 feet. During routine
inspections it has been observed by staff that the pumps seem to be binding and are not free moving
as the technical staff at the plant would expect. This situation has been monitored for some time and
after quite a few months the pumps bound to the point that they would not move.
As a result City Staff had the units pulled out of the influent pump station and immediately sent to
Vaughan's Industrial, who provides the warranty services for Fairbanks -Morris pumps. The pumps
were out of warranty but Vaughan's disassembled the pumps and has found that the seal water that
lubricates the pumps for movement appears to not have been supplied or retained in the bearings that
surround the shaft.
Vaughan's provided a quote to repair the disassembled pumps and ship them back to the City of
Ukiah. Staff approved the work by Vaughan's as an emergency service. These pumps are critical to
the plant operation and cannot be out of service, the City would face extreme fines for violations to our
discharge permit should the other remaining pumps go down with no backup.
Discussion:
Fiscal Impact:
Budgeted FY
I—XI 11/12 New AppropriationF1 Not Applicable F1
Budget Amendment Required
Amount Budgeted Source of Funds (title and #) Account Number Addit.Appropriation Requested
$80,000 WWTP- Equip Maintenance 612.3580.302.000
Recommended Action(s): Receive Report
Alternative Council Option(s):
Citizens advised:
Requested by: Tim Eriksen, Director of Public Works / City Engineer
Prepared by: Tim Eriksen, Director of Public Works / City Engineer
Coordinated with: Jane Chambers, City Manager; and Rick Seanor, Deputy Director of Public Works
Attachments:
Approved:
n Chambers, City Manager
ITEM NO.. 7h
MEETING DATE:
AGENDA SUMMARY REPORT
November 2, 2011
SUBJECT: AUTHORIZE THE CITY MANAGER TO AMEND THE EXISTING CONTRACT WITH
ZGLOBAL TO INCREASE CONTRACT FUNDING IN THE AMOUNT OF $45,000 FOR
ELECTRIC RELIABILITY REGULATORY COMPLIANCE SERVICES RELATED TO
NATIONAL ELECTRIC RELIABILITY CORP. (NERC) AND WESTERN ELECTRIC
COORDINATING COUNCIL (WECC). EUD
Background: ZGlobal Engineering and Energy Services was chosen as the top candidate for Ukiah
Electric Utility's Internal Compliance Program (ICP) and was selected by the following criteria;
1. ZGlobal is a worldwide supplier of consulting services to the energy industry.
2. ZGlobal has Northern California Power Agency (NCPA) as one of their many clients; this allows
the Electric Utility an excellent interface with both entities.
3. ZGlobal's primary consultant, Mary Jo Cooper, has extensive background with 25 years as an
Electrical Engineer. Mary Jo has formerly been employed by the California Independent System
Operator (CALISO) for 14 years, with the remainder of her employment spent with consulting
firms that specialize in the electric energy industry.
4. ZGlobal maintains offices in Europe, the Mideast and Folsom CA. Our selection process
considered the consultant's experience with NERC, WECC, CALISO and NCPA members.
Additionally their availability and responsiveness was a consideration. ZGlobal is located in
Folsom, CA, and meets our needs to be NERC compliant. The next closest qualified consultant is
in Washington State, with the other 3 candidates being on the East Coast, making visits to City of
Ukiah difficult and costly.
Staff recommends this contract amendment to: 1) Ensure compliance with industry reliability standards
that are enforced by NERC & WECC and 2) ZGlobal's experience and knowledge of Ukiah's system and
other NCPA member cities.
Fiscal Impact:
Budgeted FY 11/12 F-1New Appropriation Not Applicable Budget Amendment Required
Amount Budgeted Source of Funds (title and #) Account Number
$45,000.00 Departmental Administrative Exp. - NERC 800.3733.250.000
Recommended Action(s): AUTHORIZE THE CITY MANAGER TO AMEND THE EXISTING
CONTRACT WITH ZGLOBAL TO INCREASE CONTRACT FUNDING IN THE AMOUNT OF $45,000
FOR ELECTRIC RELIABILITY REGULATORY COMPLIANCE SERVICES RELATED TO NATIONAL
ELECTRIC RELIABILITY CORP. (NERC) AND WESTERN ELECTRIC COORDINATING COUNCIL
(WECC). EUD
Alternative Council Option(s):
Citizens advised:
N/A
Requested by:
Mel Grandi, Electric Utility Director
Prepared by:
Mary Williamson, Buyer, Colin Murphey, Electric Supervisor
Coordinated with:
Mary Horger, Purchasing Supervisor
Attachments:
N/A
Approved:
J n Chambers, City Manager
ITEM NO.: 11 a, 11 b, 11 c, 13a
MEETING DATE: November 2, 2011
L. CFI -Y tY"Uki Iii
AGENDA SUMMARY REPORT
SUBJECT: APPROVE THE RESOLUTION FOR THE CITY OF UKIAH TO BECOME A MEMBER
OF CALIFORNIA MUNICIPAL FINANCE AUTHORITY; CONSIDER CONDUIT
FINANCING FOR THE CREEKSIDE VILLAGE, MCCARTY MANOR, AND WALNUT
VILLAGE APARTMENT PROJECTS AND; CONDUCT THREE CORRESPONDING
PUBLIC HEARINGS UNDER THE TAX AND EQUITY FISCAL RESPONSIBILITY ACT
("TEFRA").
Background: Rural Communities Housing Development Corporation (RCHDC) is a charitable non-profit
corporation that develops and manages affordable housing for low and moderate income individuals and
families. Based in Ukiah, RCHDC has developed and currently manages a number of affordable apartment
complexes in Mendocino County.
RCHDC is seeking to refinance three of its Ukiah apartment communities to generate the resources to make
investments in new opportunities to increase or preserve the stock of affordable housing in the communities
that it services. As a byproduct of this activity, RCHDC anticipates earning additional Developer Fees to
sustain its operations for the foreseeable future. In this regard, RCHDC will endeavor to build through or
dispose of its existing land inventory in order to focus its attention on acquisition/rehab opportunities.
Recommended Action(s):
1. Adopt the resolution for the City of Ukiah to become a member of the CMFA (item 13a).
2. Conduct three Public Hearings for the Creekside Village, McCarty Manor, and Walnut Village
Apartment Projects under the requirements of TEFRA and the Internal Revenue Code of 1986,
as amended (the "Code").
3. Adopt the resolutions approving the issuance of the Bonds by the CMFA for the benefit of Pine
Gardens 1, a California nonprofit public benefit corporation (the "Borrower"), to provide for the
financing of the Creekside Village, McCarty Manor, and Walnut Village Apartment Projects,
such adoption is solely for the purposes of satisfying the requirements of TEFRA, the Code and
the California Government Code Section 6500.
Alternative Council Option(s): Do not approve the Resolution(s) and remand to staff with direction.
Citizens advised:
N/A
Requested by:
Rural Communities Housing Development Corporation
Prepared by:
Sage Sangiacomo, Assistant City Manager and Guy Mills, Project & Grant
Administrator
Coordinated with:
Jane Chambers, City Manager, David Rapport, City Attorney, Iris Yang, RDA
Attorney (Best, Best, & Krieger) and Seifel Consulting, RDA Project Consultants
Attachments:
1. Explanation of the 501(c)(3) bond process for housing
2. A Resolution approving a J.P.A. to the California Municipal Finance Authority.
3. A Resolution approving the issuance of bonds for Creekside Village Apartments.
4. Creekside Village Apartments Project Detail and Pro -Forma
5. A Resolution approving the issuance of bonds for McCarty Manor Apartments.
6. McCarty Manor Apartments Project Detail and Pro -Forma
7. A Resolution approving the issuance of bonds for Walnut Village Apartments.
8. Walnut Village Apartments Project Detail and Pro -Forma
Approved:
J Chambers, City Manager
Subject: RCHDC TEFRA HEARING
Meeting Date: November 2, 2011
Page 2 of 4
Summary: Pine Gardens 1, Inc., a California nonprofit public benefit corporation, (the "Borrower") an
affiliate of Rural Communities Housing Development Corporation ("RCHDC"), wishes to acquire and
rehabilitate three affordable housing projects (Creekside Village Apartments, McCarthy Manor Apartments
and Walnut Village Apartments) in the City of Ukiah. It has requested that the California Municipal Finance
Authority, a joint powers authority, ("CMFA") issue bonds to finance these projects. In order for the interest
on these bonds to be tax-exempt, the City of Ukiah must become a member of the CMFA, hold public
hearings on the proposed bond issuances, and approve the issuances. The City will incur no financial
obligation if it joins the CMFA or approves the bond issuances.
In order for all or a portion of the Bonds to qualify as tax-exempt bonds, the City of Ukiah must conduct a
public hearing (the "TEFRA Hearing") providing for the members of the community an opportunity to speak
in favor of or against the use of tax-exempt bonds for the financing of the Project. Prior to such TEFRA
Hearing, reasonable notice must be provided to the members of the community. A notice of the public
hearing was published in the Ukiah Daily Journal on October 19, 2011. Following the close of the TEFRA
Hearing, an "applicable elected representative" of the governmental unit hosting the Project must provide its
approval of the issuance of the Bonds for the financing of the Project.
Pine Gardens has agreed that affordability covenants in favor of the City and the Redevelopment Agency can
be recorded on all three properties considered in this report, so long as the covenants are subordinate to the
deed of trust securing the repayment of the bond debt.
A detailed explanation for the 501(c)(3) bond process for housing is included as Attachment #1.
Execution of the Joint Exercise of Powers Agreement
The CMFA was created on January 1, 2004 pursuant to a joint exercise of powers agreement to promote
economic, cultural and community development, through the financing of economic development and
charitable activities throughout California. To date, over 100 municipalities have become members of
CMFA.
The CMFA was formed to assist local governments, non-profit organizations and businesses with the
issuance of taxable and tax-exempt bonds aimed at improving the standard of living in California. The
CMFA's representatives and its Board of Directors have considerable experience in bond financings.
In order for the CMFA to have the authority to serve as the issuer of the bonds for the projects, it is necessary
for the City of Ukiah to be a member of the CMFA.
The Joint Exercise of Powers Agreement provides that the CMFA is a public entity, separate and apart from
each member executing such agreement. The debts, liabilities and obligations of the CMFA do not constitute
debts, liabilities or obligations of the members executing such agreement.
The Joint Exercise of Powers Agreement expressly provides that any member may withdraw from such
agreement upon written notice to the Board of Directors of the CMFA. In the case of the proposed bond
financing for the Borrower, the City following its execution of the Joint Exercise of Powers Agreement,
could, at any time following the issuance of the Bonds, withdraw from the CMFA by providing written
notice to the Board of Directors of the CMFA.
Subject: RCHDC TEFRA HEARING
Meeting Date: November 2, 2011
Page 3 of 4
A Resolution of the City Council of the City of Ukiah approving a joint Exercise of Powers Agreement
related to the California Municipal Finance Authority is included as Attachment #2 for review and
consideration.
Creekside Village Apartments Project
The Ukiah City Council is requested to conduct a public hearing under the Tax and Equity Fiscal
Responsibility Act ("TEFRA") on November 2, 2011 in connection with the proposed issuance of revenue
bonds by the CMFA, a joint exercise of powers authority and public entity of the State of California, in an
amount not to exceed $2,400,000, to assist in the financing of the acquisition and rehabilitation of a 44 -unit
senior rental housing facility for the Creekside Village Apartments located at 751 Waugh Lane, City of
Ukiah, California.
Pine Gardens (the "Borrower") has requested that the CMFA serve as the municipal issuer of the Bonds in an
aggregate principal amount not to exceed $2,400,000 of tax-exempt revenue bonds. The proceeds of the
Bonds will be used to: (1) finance the acquisition and rehabilitation of a 44 -unit senior rental housing facility
located at 751 Waugh Lane in the City of Ukiah, California; and (2) pay certain expenses incurred in
connection with the issuance of the Bonds. The facility to be financed is to be owned by a California limited
partnership
A resolution to approve the financing for the Creekside Village Apartments by the CMFA is included as
Attachment #3 for review and consideration. A detailed project description and pro -forma from RCHDC for
Creekside Village Apartments is included as Attachment #4.
McCarty Manor Apartments Project
The Ukiah City Council is requested to conduct a public hearing under the Tax and Equity Fiscal
Responsibility Act ("TEFRA") on November 2, 2011 in connection with the proposed issuance in one or
more series of revenue bonds by the CMFA, a joint exercise of powers authority and public entity of the
State of California, in an amount not to exceed $4,000,000, to assist in the financing of the acquisition and
rehabilitation of a 40 -unit multifamily rental housing facility for the McCarty Manor Apartments located at
741 Waugh Lane, City of Ukiah, California.
Borrower has requested that the CMFA serve as the municipal issuer of the Bonds in an aggregate principal
amount not to exceed $4,000,000 of tax-exempt revenue bonds. The proceeds of the Bonds will be used to:
(1) finance the acquisition and rehabilitation of a 40 -unit multifamily rental housing facility located at 741
Waugh Lane in the City of Ukiah, California; and (2) pay certain expenses incurred in connection with the
issuance of the Bonds. The facility to be financed is to be owned by a California limited partnership
A resolution to approve the financing for the McCarty Manor Apartments by the CMFA is included as
Attachment #5 for review and consideration. A detailed project description and pro -forma from RCHDC for
McCarty Manor Apartments is included as Attachment #6.
Walnut Village Apartments Project
The Ukiah City Council is requested to conduct a public hearing under the Tax and Equity Fiscal
Responsibility Act ("TEFRA") on November 2, 2011 in connection with the proposed issuance in one or
more series of revenue bonds by the CMFA, a joint exercise of powers authority and public entity of the
State of California, in an amount not to exceed $2,000,000, to assist in the financing of the acquisition and
rehabilitation of a 48 -unit senior rental housing facility for the Walnut Village Apartments located at 1240
North Pine Street, City of Ukiah, California.
Subject: RCHDC TEFRA HEARING
Meeting Date: November 2, 2011
Page 4 of 4
Borrower has requested that the CMFA serve as the municipal issuer of the Bonds in an aggregate principal
amount not to exceed $2,000,000 of tax-exempt revenue bonds. The proceeds of the Bonds will be used to:
(1) finance the acquisition and rehabilitation of a 48 unit multifamily rental housing facility located at 1240
North Pine Street in the City of Ukiah, California; and (2) pay certain expenses incurred in connection with
the issuance of the Bonds. The facility to be financed is to be owned by a California limited partnership.
A resolution to approve the financing for the Walnut Village Apartments by the CMFA is included as
Attachment #7 for review and consideration. A detailed project description and pro-forma from RCHDC for
Walnut Village Apartments is included as Attachment #8.
Fiscal Impact:
❑ Budgeted FY 11/12 F-1New Appropriation I X] Not Applicable Budget Amendment Required
Approval of the issuance of the Bonds carries no financial obligation for the City, but will result in some
benefits. The Board of Directors of the California Foundation for Stronger Communities, a California non-
profit public benefit corporation (the "Foundation"), acts as the Board of Directors for the CMFA. Through
its conduit issuance activities, the CMFA shares a portion of the issuance fees it receives with its member
communities and donates a portion of these issuance fees to the Foundation for the support of local charities.
With respect to the City of Ukiah, it is expected that 25% of the issuance fee will be granted by the CMFA to
the general fund of the City. Such grant may be used for any lawful purpose of the City. The Borrower will
be the beneficiary of the CMFA's charitable donation through a 25% reduction in issuance fees.
Attachment #
WHAT ARE TAX-EXEMPT "QUALIFIED 501(c)(3) BONDS" FOR MULTIFAMILY
HOUSING?
Qualified 501(c)(3) bonds for multifamily housing are bonds issued by a public body
(such as the California Municipal Finance Authority—CMFA) to finance the
acquisition and rehabilitation of multifamily housing (such as Creekside Village and
Walnut Village) to be owned by a nonprofit organization which has been granted an
exemption from federal income tax under Section 501(c)(3) of the Internal Revenue
code of 1986, as amended (such as Pine Gardens I, Inc., a California nonprofit public
benefit corporation controlled by Rural Communities Housing Development
Corporation).
The City of Ukiah would enter into a Joint Powers Agreement with CMFA, and CMFA
would be a conduit issuer—meaning that the funds would actually be provided by a
private lender (such as the Savings Bank of Mendocino County).
The bonds are limited obligations of the public agency issuer payable solely from
revenues or other funds provided by the nonprofit organization and secured only by the
nonprofit's property.
The interest paid on the bonds is tax-exempt because CMFA is a joint powers authority
consisting of governmental entities, and the interest on the loan provided by the Savings
Bank of Mendocino County will thus be exempt from Federal income tax.
ECONOMIC BENEFIT OF QUALIFIED 501(c)(3) BONDS
The principal benefit of qualified 501(c)(3) bonds is their low rate of interest. Because
the interest on the bonds is not taxable, the interest rate will always be lower than the
rate on obligations of a comparable loan which is not tax-exempt.
WHAT CAN BE FINANCED WITH QUALIFIED 501(c)(3) BONDS?
Existing buildings (such as Creekside Village and Walnut Village) to be acquired by a
Section 501(c)(3) organization which will be used for its exempt purposes, including
rehabilitation and certain soft costs and fees related to the financing, can be financed
with the proceeds of qualified 501(c)(3) bonds
SELLING QUALIFIED 501(c)(3) BONDS
The 501(c)(3) bonds for Creekside Village and Walnut Village will be privately placed
with the Savings Bank of Mendocino County.
FINANCING STRUCTURE
The Borrower, Pine Gardens I, Inc., will execute loan documents with CMFA and the
Savings Bank of Mendocino County, pursuant to which CMFA agrees to loan the
217\06\1032849.1
proceeds provided by the Savings Bank of Mendocino County to the Borrower and the
Borrower agrees to repay the loan in accordance with the payment terms of the
Promissory Notes, which are secured by Deeds of Trust on Creekside Village and
Walnut Village.
Upon the closing of the transaction the Borrower will draw bond proceeds from the
Savings Bank of Mendocino County as needed to pay project costs. The Borrower
retains full ownership of the financed facilities, subject to existing liens and the Deeds of
Trust recorded as security in connection with the issuance of the bonds.
Although the bonds are issued by CMFA, only the Borrower is responsible for their
eventual repayment. Neither the City of Ukiah nor CMFA are involved in any way in
repayment. The documents specifically provide that the debt is not an obligation of the
City of Ukiah, CMFA or any of their related entities, and the obligations do not affect the
borrowing ability or credit rating of the City of Ukiah, CMFA or any of their related
entities.
WHAT IS THE ROLE OF THE CITY OF UKIAH IN CONNECTION WITH THE 501(c)(3)
ISSUANCE?
A. The City of Ukiah would enter into a Joint Powers Agreement with CMFA authorizing
CMFA to issue bonds for projects in the City of Ukiah, so long as the City of Ukiah is
willing to allow the issuance for any specific project.
Under the Joint Powers Agreement, CMFA will be responsible for all application
processing, review of the financing and compliance with legal requirements.
B. The only actions required by the City of Ukiah would be to hold a hearing (known as
the TEFRA hearing after the Tax Reform Act that created this requirement) and to agree
that CMFA may issue the specific financing for Creekside Village and Walnut Village.
C. The City will receive 25% of CMFA's issuance fee and 25% of CMFA's annual
monitoring fees.
2
217\06\1032549.1
Attachment #2
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH
APPROVING A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO
THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY
WHEREAS, pursuant Chapter 5 of Division 7 of Title 1 of the Government Code of the
State of California, certain public agencies (the "Members") have entered into a Joint Exercise
of Powers Agreement, effective on January 1, 2004 (the "Agreement") in order to form the
California Municipal Finance Authority (the "Authority"), for the purpose of promoting economic,
cultural and community development, and in order to exercise any powers common to the
Members, including the issuance of bonds, notes or other evidences of indebtedness; and
WHEREAS, the Authority is authorized to issue and sell revenue bonds for the purpose,
among others, of financing or refinancing the acquisition and rehabilitation of multifamily rental
housing projects; and
WHEREAS, Pine Gardens 1, Inc., a California nonprofit public benefit corporation ("Pine
Gardens"), an affiliate of Rural Communities Housing Development Corporation ("RCHDC"), has
requested that the Authority issue debt obligations one or more series (which may be in the form
of a loan evidenced by a note or revenue bonds, and referred to in this Resolution as the
"Bonds") in an aggregate principal amount not to exceed $8,400,000, and lend the proceeds of
the Bonds to either or both of Pine Gardens and/or a California limited partnership or
partnerships of which Pine Gardens will be the managing general partner (collectively, the
"Borrowers") for the purpose of financing the costs of the acquisition and rehabilitation of three
(3) residential rental facilities (the "Projects") located in the City of Ukiah, California (the "City"),
to be owned by one of the Borrowers and to be operated initially by RCHDC; and
WHEREAS, in order for the Authority to have the legal authority to issue the Bonds, it is
necessary for the City to become a Member of the Authority, and the City Council of the City
has determined that it is in the public interest and for the public benefit that the City become a
Member of the Authority in order to facilitate the financing of the acquisition and rehabilitation of
the Projects; and
WHEREAS, a copy of the Agreement has been filed with the City Clerk, and the City
Council, with the assistance of City staff, has reviewed the Agreement;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as
follows:
Section 1. The Agreement is hereby approved and the City Manager or designee
thereof is hereby authorized and directed to execute the Agreement, and the City Clerk is
hereby authorized and directed to attest thereto.
Section 2. The City Clerk is hereby directed to forward a certified copy of this
Resolution and an originally executed signature page of the City to the Agreement to the
Authority in care of its counsel, addressed as follows:
Andrea Caruso Townsend, Esq.
Squire, Sanders & Dempsey LLP.
555 South Flower Street, Suite 3100
Los Angeles, CA 90071-2300;
Section 3. This Resolution shall take effect from and after the date of its passage
and adoption.
PASSED AND APPROVED this day of 2011, by the following
roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
JoAnne M. Currie, City Clerk
03042.51:J 11456
10/5/11
82661.00001\6991024.3
-2-
Mari Rodin, Mayor
Attachment #3
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING THE
ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS BY THE CALIFORNIA
MUNICIPAL FINANCE AUTHORITY FOR THE PURPOSE OF FINANCING THE
ACQUISITION AND REHABILITATION OF A MULTIFAMILY RENTAL HOUSING
FACILITY KNOWN AS CREEKSIDE VILLAGE APARTMENTS
WHEREAS, pursuant Chapter 5 of Division 7 of Title 1 of the Government Code of the
State of California (the "Act"), certain public agencies (the "Members") have entered into a Joint
Exercise of Powers Agreement, effective on January 1, 2004 (the "Agreement") in order to form
the California Municipal Finance Authority (the "Authority"), for the purpose of promoting
economic, cultural and community development, and in order to exercise any powers common
to the Members, including the issuance of bonds, notes or other evidences of indebtedness; and
WHEREAS, the Authority is authorized to issue and sell revenue bonds for the purpose,
among others, of financing or refinancing the acquisition and rehabilitation of multifamily rental
housing projects; and
WHEREAS, Pine Gardens 1, Inc., a California nonprofit public benefit corporation (the
"Borrower"), an affiliate of Rural Communities Housing Development Corporation ("RCHDC"),
has requested that the Authority issue debt obligations one or more series (which may be in the
form of a loan evidenced by a note or revenue bonds, and referred to in this Resolution as the
"Bonds") in an aggregate principal amount not to exceed $2,400,000, and lend the proceeds of
the Bonds to the Borrower for the purpose of financing the costs of the acquisition and
rehabilitation by the Borrower of a 44 -unit senior rental housing facility located at 751 Waugh
Lane in the City of Ukiah, California (the "City"), currently identified as Creekside Village
Apartments (the "Project"), to be owned by the Borrower and to be operated initially by RCHDC;
and
WHEREAS, in order for the interest on the Bonds to be tax-exempt, Section 147(f) of the
Internal Revenue Code of 1986, as amended (the "Code") requires that the "applicable elected
representative" with respect to the Project approve the issuance of the Bonds by the Authority
following the conduct of a public hearing regarding the issuance of the Bonds and the financing
of the Project; and
WHEREAS, the City Council of the City is the elected legislative body of the City and is
an applicable elected representative with respect to the approval of the issuance of the Bonds
under Section 147(f) of the Code because the Project is located in the City; and
WHEREAS, the Authority has requested that the City Council approve the issuance of
the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f)
of the Code and the requirements of Section 4 of the Agreement; and
WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following
notice duly given, held a public hearing regarding the issuance of the Bonds and the financing of
the Project at which all those interested in speaking with respect to the financing of the Project
and the Authority's issuance of the Bonds therefore were heard, and now desires to approve the
issuance of the Bonds by the Authority.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as
follows:
Section 1. The City Council hereby approves the issuance of the Bonds by the
Authority for the purpose of providing funds to make a loan to the Borrower to enable the
Borrower to finance costs of the Project. It is the purpose and intent of the City Council that this
Resolution constitute approval of the issuance of the Bonds by the Authority for the purposes of
(a) Section 147(f) of the Code, by the applicable elected representative of the governmental unit
having jurisdiction over the area in which the Project is located, in accordance with said Section
147(f) and (b) Section 4 of the Agreement.
Section 2. The issuance of the Bonds shall be subject to approval of the Authority of all
financing documents relating thereto to which the Authority is a party. The City shall have no
responsibility or liability whatsoever with respect to repayment or administration of the Bonds.
Section 3. The adoption of this Resolution shall not obligate the City or any department
thereof to (i) provide any financing to acquire or rehabilitate the Project; (ii) approve any
application or request for or take any other action in connection with any planning approval,
permit or other action necessary for the acquisition, rehabilitation or operation of the Project; (iii)
make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further
action with respect to the Authority or its membership therein.
Section 4. The City Manager, City Clerk and all other officers and officials of the City
are hereby authorized and directed to do any and all things and to execute and deliver any and
all agreements, documents and certificates which they deem necessary or advisable in order to
carry out, give effect to and comply with the terms and intent of this Resolution and the financing
transaction approved hereby.
Section 5. The City Clerk is hereby directed to forward a certified copy of this
Resolution to the bond counsel for the Bonds, addressed as follows:
Paul J. Thimmig, Esq.
Quint & Thimmig LLP
575 Market Street, Suite 3600
San Francisco, CA 94105-2874
-2-
Section 6. This Resolution shall take effect from and after the date of its passage
and adoption.
PASSED AND APPROVED this day of 2011, by the following
roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
JoAnne M. Currie, City Clerk
03042.53:J 11512
10/5/11
82661.00001\6991016.2
-3-
M
Mari Rodin, Mayor
Attachment #�
Creekside Village Apartments
Proposed 501(c)(3) Refinancing
Rural Communities Housing Development Corporation (RCHDC) constructed
Creekside Village Apartments in 1982 with a 40 year loan from HUD in the
original principal amount of $1,952,900 at 9.25% interest with monthly payments
of $15,440.81. The project consists of 44 units available to low income seniors
with 42 one bedroom, one bath units and 2 two bedroom, one bath units. The
property benefits from project based Section 8 Rental Assistance from HUD for
all of the units except the on-site Manager's unit. This allows the senior residents
of the property to pay rent that is limited to 30% of their individual incomes, and
HUD pays the difference up to the contract rents that are approved by HUD each
year. Nearly all of the tenants living in Creekside Village Apartments qualify as
either extremely low income or very low income residents.
RCHDC now desires to refinance the outstanding HUD loan on Creekside Village
Apartments using a private placement of 501(c)(3) Tax Exempt Bonds issued by
the California Municipal Finance Authority and purchased by Savings Bank of
Mendocino County. RCHDC anticipates that the new loan on Creekside Village
Apartments will be in the amount of $2,400,000 at 6.5% interest for 30 years with
a possible rate adjustment after 20 years. Monthly payments on this new loan are
expected to be $15,169.63. RCHDC expects to apply the proceeds of this loan
as follows:
Payoff of Existing HUD Loan $1,412,000
Six Month Debt Service Reserve $ 92,000
Initial Reserve for Replacements $ 44,000
Rehabilitation ($10,000 per unit) $ 440,000
Loan Fees, Consultants and Closing $ 30,000
Net Proceeds to RCHDC $ 382,000
Loan Amount $2,400,000
RCHDC expects to address the following items associated with the proposed
rehabilitation of Creekside Village Apartments:
Replace Siding as needed
Replace Fencing as needed
Paint Exterior of the project
Replace Signs
Repair, Seal & Stripe Parking Lots
ADA Upgrades
Landscape Upgrades
Selected Mechanical and Interior Improvements as needed
Attached to this brief narrative is a proposed 15 year operating pro -forma for
Creekside Village Apartments.
Creekside Village -44 Units
Monthly Annual
2011 Section 8 Rents 1+1 2+1 Total Total
Rents per Rent Roll 855 1,034
Number of Units 42 2 44
Monthly Gross Potential Rent 35,910 2,068 37,978 455,736
Pro -Forma Using Section 8 Rents 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Gross PotentialRent- Increased at 2.5% per year 2.50% 455,736 467,129 478,808 490,778 503,047 515,623 528,514 541,727 555,270 569,152 583,381 597,965 612,914 628,237 643,943
Less Vacancy at 29A
182,036
9,115
9,343
9,576
9,816
10,061
10,312
10,570
10,835
11,105
11,383
11,668
11,959
12,258
12,565
12,879
Net Rental Revenue
27,208
446,621
457,787
469,231
480,962
492,986
505,311
517,944
530,892
544,165
557,769
571,713
586,006
600,656
615,672
631,064
LaundryIncome- Increased at 21/. per year
2.00%
1,756
1,791
1,827
1,863
1,901
1,939
1,978
2,017
2,057
2,099
2,141
2,183
2,227
2,272
2,317
Other Income - Increased at 2% per year
2.00%
13
13
14
14
14
14
15
15
15
16
16
16
16
17
17
Total Income
448,390
459,591
471,072
482,840
494,901
507,264
519,936
532,924
546,237
559,883
573,869
588,205
602,899
617,961
633,398
Admin Expenses
2.50%
86,720
88,888
91,110
93,388
95,723
98,116
100,569
103,083
105,660
108,301
111,009
113,784
116,629
119,544
122,533
Utilities
3.00%
49,290
50,769
52,292
53,861
55,476
57,141
58,855
60,620
62,439
64,312
66,242
68,229
70,276
72,384
74,556
Operating& Maintenance Expenses
3.00%
64,024
65,945
67,923
69,961
72,060
74,221
76,448
78,741
$1,104
83,537
86,043
88,624
91,283
94,021
96,842
Taxes and Insurance
2.50%
30,776
31,545
32,334
33,142
33,971
34,820
35.691
36,583
37,498
38,435
39,396
40,381
41,390
42,425
43,486
Total Operating Expenses
230,810
237,147
243,659
250,352
257,230
264.298
271,562_
279,028
286,700
294,585
$02,689
311,018
319,578
328,375
337,416
Net Operating Income 217,580 222,444 227,413 232,488 237,672 242,966 248,374 253,897 259,537 265,297 271,180 277,187 283,322 289,586 295,982
Reserve Contributions - $300 PUPY 13,200 13,200 13,200 13,200 13,200 13,200 13,200 13,200 13,200 13,200 13,200 13,200 13,200 13,200 13,200
Debt Service
182,036
182,036
182,036
1132,036
182,036
182,036
182,036
182,036
182,036
182,036
182,036
182,036
182,036
182,036
182,036
Cash Flow
22,344
27,208
32,177
37,252
42,436
47,730
53,138
58,661
64,301
70.061
75,944
81.951
88,086
94,350
100.746
Debt Service Coverage
1.12
1.15
1.18
1.20
1.23
1,26
1.29
1.32
1.35
1.38
1.42
1.45
1.48
1.52
1.55
Anticipated 501(c)(3) Loan from Savings Bank
2,400,000
Existing HUD Loan
1,412,000
Cash Available for Reserves, Rehab & RCHDC
988,000
Attachment #5
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING THE
ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS BY THE AUTHORITY FOR
THE PURPOSE OF FINANCING THE ACQUISITION AND REHABILITATION OF A
MULTIFAMILY RENTAL HOUSING FACILITY KNOWN AS MCCARTY MANOR
APARTMENTS
WHEREAS, pursuant Chapter 5 of Division 7 of Title 1 of the Government Code of the
State of California (the "Act"), certain public agencies (the "Members") have entered into a Joint
Exercise of Powers Agreement, effective on January 1, 2004 (the "Agreement") in order to form
the California Municipal Finance Authority (the "Authority"), for the purpose of promoting
economic, cultural and community development, and in order to exercise any powers common
to the Members, including the issuance of bonds, notes or other evidences of indebtedness; and
WHEREAS, the Authority is authorized to issue and sell revenue bonds for the purpose,
among others, of financing or refinancing the acquisition and rehabilitation of multifamily rental
housing projects; and
WHEREAS, Pine Gardens 1, Inc., a California nonprofit public benefit corporation ("Pine
Gardens"), an affiliate of Rural Communities Housing Development Corporation ("RCHDC"), has
requested that the Authority issue debt obligations one or more series (which may be in the form
of a loan evidenced by a note or revenue bonds, and referred to in this Resolution as the
"Bonds") in an aggregate principal amount not to exceed $4,000,000, and lend the proceeds of
the Bonds to a California limited partnership (the "Borrower") of which Pine Gardens will be the
managing partner, for the purpose of financing the costs of the acquisition and rehabilitation by
the Borrower of a 40 -unit multifamily residential rental facility located at 741 Waugh Lane in the
City of Ukiah, California (the "City"), currently identified as McCarty Manor Apartments (the
"Project"), to be owned by the Borrower and to be operated initially by RCHDC; and
WHEREAS, in order for the interest on the Bonds to be tax-exempt, Section 147(f) of the
Internal Revenue Code of 1986, as amended (the "Code") requires that the "applicable elected
representative" with respect to the Project approve the issuance of the Bonds by the Authority
following the conduct of a public hearing regarding the issuance of the Bonds and the financing
of the Project; and
WHEREAS, the City Council of the City is the elected legislative body of the City and is
an applicable elected representative with respect to the approval of the issuance of the Bonds
under Section 147(f) of the Code because the Project is located in the City; and
WHEREAS, the Authority has requested that the City Council approve the issuance of
the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f)
of the Code and the requirements of Section 4 of the Agreement; and
WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following
notice duly given, held a public hearing regarding the issuance of the Bonds and the financing of
the Project at which all those interested in speaking with respect to the financing of the Project
and the Authority's issuance of the Bonds therefore were heard, and now desires to approve the
issuance of the Bonds by the Authority.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as
follows:
Section 1. The City Council hereby approves the issuance of the Bonds by the
Authority for the purpose of providing funds to make a loan to the Borrower to enable the
Borrower to finance costs of the Project. It is the purpose and intent of the City Council that this
Resolution constitute approval of the issuance of the Bonds by the Authority for the purposes of
(a) Section 147(f) of the Code, by the applicable elected representative of the governmental unit
having jurisdiction over the area in which the Project is located, in accordance with said Section
147(f) and (b) Section 4 of the Agreement.
Section 2. The issuance of the Bonds shall be subject to approval of the Authority of all
financing documents relating thereto to which the Authority is a party. The City shall have no
responsibility or liability whatsoever with respect to repayment or administration of the Bonds.
Section 3. The adoption of this Resolution shall not obligate the City or any department
thereof to (i) provide any financing to acquire or rehabilitate the Project; (ii) approve any
application or request for or take any other action in connection with any planning approval,
permit or other action necessary for the acquisition, rehabilitation or operation of the Project; (iii)
make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further
action with respect to the Authority or its membership therein.
Section 4. The City Manager, City Clerk and all other officers and officials of the City
are hereby authorized and directed to do any and all things and to execute and deliver any and
all agreements, documents and certificates which they deem necessary or advisable in order to
carry out, give effect to and comply with the terms and intent of this Resolution and the financing
transaction approved hereby.
Section 5. The City Clerk is hereby directed to forward a certified copy of this
Resolution to the bond counsel for the Bonds, addressed as follows:
Paul J. Thimmig, Esq.
Quint & Thimmig LLP
575 Market Street, Suite 3600
San Francisco, CA 94105-2874
Section 6. This Resolution shall take effect from and after the date of its passage
and adoption.
PASSED AND APPROVED this day of 2011, by the following roll call
vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Mari Rodin, Mayor
ATTEST:
JoAnne M. Currie, City Clerk
8266 1. 0000 1 \6991081.2
Attachment # 6
McCarty Manor Apartments
Proposed Tax Credit Acquisition/Rehab
Rural Communities Housing Development Corporation (RCHDC) constructed
McCarty Manor Apartments in 1979 with a 50 year loan from USDA -RD in the
original principal amount of $1,708,500 at 9.75% interest with monthly payments
of $14,010. The project consists of 40 units available to low income families with
8 one bedroom, one bath units, 12 two bedroom, one bath units and 20 three
bedroom, one bath units. The property benefits from project based Section 8
Rental Assistance from HUD for all of the units at the property. This allows the
residents of the property to pay rent that is limited to 30% of their individual
incomes, and HUD pays the difference up to the contract rents that are approved
by HUD each year. Nearly all of the tenants living in McCarty Manor Apartments
qualify as either extremely low income or very low income residents.
RCHDC now anticipates that McCarty Manor will be sold to a Tax Credit
partnership for its appraised value (presently estimated at $2,400,000). In
conjunction with the sale of McCarty Manor Apartments, it is presently
anticipated that RCHDC will take back a subordinated loan with deferred interest
and payments in the amount of $500,000. The outstanding balance on the
existing USDA -RD loan in the approximate amount of $1,170,000 will be reset by
RD at 1 % interest and amortized over 50 years. Monthly payments on the
revised RD loan are expected to be $2,478.75. It is also anticipated that this
revised RD loan will be subordinated to Private Activity Tax Exempt Bonds that
will be issued by the California Municipal Finance Authority and purchased by
Savings Bank of Mendocino County. RCHDC anticipates that the new Tax
Exempt loan on McCarty Manor Apartments will be in the amount of $1,750,000
at 6.5% interest for 30 years with a possible rate adjustment after 20 years.
Monthly payments on this new loan are expected to be $11,061.19. RCHDC also
expects approximately $1,657,902 in new Tax Credit Equity from a Limited
Partner that is yet to be identified. The proposed Source and Use of Funds for
this transaction are presented below as follows:
Purchase Price of Property $2,400,000
Rehabilitation Hard Costs $1,543,300
Rehabilitation Soft Costs $ 564.299
New Operating Reserves $ 100,000
Developer Fees 470,303
Total Costs $5,077,902
Tax Exempt Loan Proceeds $1,750,000
Existing RD Loan Amount $1,170,000
RCHDC Subordinated Loan $ 500,000
Tax Credit Equity $1,657,902
Total Sources $5,077,902
McCarty Manor -40 Units
Monthly Annual
2011 Section 8 Rents 1+1 2+1 3+1 Total Total
Rents per Rent Roil 657 783 1,019
Number of Units 8 12 20 40
Monthly Gross Potential Rent 5,256 9,396 20,380 35,032 420384
Pro -Forma Using Section 8 Rents 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Gross Potential Rent -Increased at 2.51A per year 2.50% 420,384 430,894 441,666 452,708 464,025 475,626 487,517 499,704 512,197 525,002 538,127 551,580 565,370 579,504 593,992
Less Vacancy at 2%
8,408
8,618
8,833
9,054
9,281
9,513
9,750
9,994
10,244
10,5W
10,763
11,032
11.307
11,590
11,880
Net Rental Revenue
411,976
422,276
432,833
443,653
454,745
466,113
477,766
489,710
501,953
514,502
527,365
540,549
554,062
567,914
582,112
LaundryIncome- Increased at 2% per year
2.00%
5,752
5,867
5,984
6,104
6,226
6,351
6,478
6,607
6,739
6,874
7,012
7,152
7,295
7,441
7,590
OtherIncome- Increased at 2% per year
2.00%
392
400
408
416
424
433
441
450
459
468
478
487
497
507
517
Total Income
418,120
428,543
439,225
450,173
461,395
472,897
484,685
496,768
509,152
521,845
534.854
548,188
561,854
575,862
590,219
Admin Expenses
2.50%
60,756
62,275
63,832
65,428
67,063
68,740
70,458
72,220
74,025
75,876
77,773
79,717
81,710
83,753
85,847
Utilities
3.00%
40,506
41,721
42,973
44,262
45,590
46,958
48,366
49,817
51,312
52,851
54,437
56,070
57,752
59,484
61,269
Operating& Maintenance Expenses
3.00%
73,835
76,050
78,332
80,681
83,102
85,595
88,163
90,808
93,532
96,338
99,228
102,205
105,271
108,429
111,682
Taxes and insurance
2.50%
26,601
27,266
27,948
28,646
29,363
30,097
30,849
31,620
32,411
33,221
34,052
34,903
35,775
36,670
37,587
Total Operating Expenses
201,698
207,312
213,084
219,017
225,118
231,389
237,836
244,465
251,280
258,286
265,489
272,895
280,508
288,336
296,384
Net Operating income
216,422
221,230
226,141
231,156
236,278
241,508
246,849
252,303
257,872
263,559
269,365
275,293
281,346
287,526
293,834
Reserve Contributions -$600PUPY
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
24,000
Debt Service
162,479
162,479
162,479
162,479
162,479
162,479
162,479
162,479
162,479
162,479
162,479
162,479
162,479
162,479
162,479
Cash Flow
29,943
34,751
39,662
44,677
49,799
55,029
60,370
65,824
71,393
77,080
82,886
88,814
94,867
101,047
107,355
Debt Service Coverage
1.18
1.21
1.24
1.27
1.31
1.34
1.37
1.41
1.44
1.47
1.51
1.55
1.58
1.62
1.66
Monthly
Principal
Payment
Anticipated Tax Exempt Bond Loan
1,750,000
11,061.19
6.5% amortized over 30 years
Anticipated RD Loan
1,170,000
2,478.75
1% amortized over 50 years
Totals
2,920,000
13,539.94
Anticipated Sales Price 2,400,000
Existing RD Loan Amount 1,170,000
Proposed RCHDC Carryback Loan 500,000
Anticipated Net Proceeds for RCHDC 730,000
Attachment #7
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH APPROVING
THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS BY THE
CALIFORNIA MUNICIPAL FINANCE AUTHORITY FOR THE PURPOSE OF
FINANCING THE ACQUISITION AND REHABILITATION OF A MULTIFAMILY
RENTAL HOUSING FACILITY KNOWN AS WALNUT VILLAGE APARTMENTS
WHEREAS, pursuant Chapter 5 of Division 7 of Title 1 of the Government Code of the
State of California (the "Act"), certain public agencies (the "Members") have entered into a Joint
Exercise of Powers Agreement, effective on January 1, 2004 (the "Agreement") in order to form
the California Municipal Finance Authority (the "Authority"), for the purpose of promoting
economic, cultural and community development, and in order to exercise any powers common
to the Members, including the issuance of bonds, notes or other evidences of indebtedness; and
WHEREAS, the Authority is authorized to issue and sell revenue bonds for the purpose,
among others, of financing or refinancing the acquisition and rehabilitation of multifamily rental
housing projects; and
WHEREAS, Pine Gardens 1, Inc., a California nonprofit public benefit corporation (the
"Borrower"), an affiliate of Rural Communities Housing Development Corporation ("RCHDC"),
has requested that the Authority issue debt obligations one or more series (which may be in the
form of a loan evidenced by a note or revenue bonds, and referred to in this Resolution as the
"Bonds") in an aggregate principal amount not to exceed $2,000,000, and lend the proceeds of
the Bonds to the Borrower for the purpose of financing the costs of the acquisition and
rehabilitation by the Borrower of a 48 -unit senior rental housing facility located at 1240 North
Pine Street in the City of Ukiah, California (the "City"), currently identified as Walnut Village
Apartments (the "Project"), to be owned by the Borrower and to be operated initially by RCHDC;
and
WHEREAS, in order for the interest on the Bonds to be tax-exempt, Section 147(f) of the
Internal Revenue Code of 1986, as amended (the "Code") requires that the "applicable elected
representative" with respect to the Project approve the issuance of the Bonds by the Authority
following the conduct of a public hearing regarding the issuance of the Bonds and the financing
of the Project; and
WHEREAS, the City Council of the City is the elected legislative body of the City and is
an applicable elected representative with respect to the approval of the issuance of the Bonds
under Section 147(f) of the Code because the Project is located in the City; and
WHEREAS, the Authority has requested that the City Council approve the issuance of
the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f)
of the Code and the requirements of Section 4 of the Agreement; and
WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following
notice duly given, held a public hearing regarding the issuance of the Bonds and the financing of
the Project at which all those interested in speaking with respect to the financing of the Project
and the Authority's issuance of the Bonds therefore were heard, and now desires to approve the
issuance of the Bonds by the Authority.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, as
follows:
Section 1. The City Council hereby approves the issuance of the Bonds by the
Authority for the purpose of providing funds to make a loan to the Borrower to enable the
Borrower to finance costs of the Project. It is the purpose and intent of the City Council that this
Resolution constitute approval of the issuance of the Bonds by the Authority for the purposes of
(a) Section 147(f) of the Code, by the applicable elected representative of the governmental unit
having jurisdiction over the area in which the Project is located, in accordance with said Section
147(f) and (b) Section 4 of the Agreement.
Section 2. The issuance of the Bonds shall be subject to approval of the Authority of all
financing documents relating thereto to which the Authority is a party. The City shall have no
responsibility or liability whatsoever with respect to repayment or administration of the Bonds.
Section 3. The adoption of this Resolution shall not obligate the City or any department
thereof to (i) provide any financing to acquire or rehabilitate the Project; (ii) approve any
application or request for or take any other action in connection with any planning approval,
permit or other action necessary for the acquisition, rehabilitation or operation of the Project; (iii)
make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further
action with respect to the Authority or its membership therein.
Section 4. The City Manager, City Clerk and all other officers and officials of the City
are hereby authorized and directed to do any and all things and to execute and deliver any and
all agreements, documents and certificates which they deem necessary or advisable in order to
carry out, give effect to and comply with the terms and intent of this Resolution and the financing
transaction approved hereby.
Section 5. The City Clerk is hereby directed to forward a certified copy of this
Resolution to the bond counsel for the Bonds, addressed as follows:
Paul J. Thimmig, Esq.
Quint & Thimmig LLP
575 Market Street, Suite 3600
San Francisco, CA 94105-2874
-2-
Section 6. This Resolution shall take effect from and after the date of its passage
and adoption.
PASSED AND APPROVED this day of 2011, by the following
roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
JoAnne M. Currie, City Clerk
03042.53:J11513
10/5/11
82661.00001 \6991020.1
-3-
M
Mari Rodin, Mayor
Attachment # S
Walnut Village Apartments
Proposed 501(c)(3) Refinancing
Rural Communities Housing Development Corporation (RCHDC) constructed
Walnut Village Apartments in 1979 with a 40 year loan from HUD in the original
principal amount of $1,395,100 at 6.875% interest with monthly payments of
$8,543.21. The project consists of 48 units available to low income seniors with
44 one bedroom, one bath units and 4 two bedroom, one bath units. The
property benefits from project based Section 8 Rental Assistance from HUD for
all of the units except the on-site Manager's unit. This allows the senior residents
of the property to pay rent that is limited to 30% of their individual incomes, and
HUD pays the difference up to the contract rents that are approved by HUD each
year. Nearly all of the tenants living in Walnut Village Apartments qualify as either
extremely low income or very low income residents.
RCHDC now desires to refinance the outstanding HUD loan on Walnut Village
Apartments using a private placement of 501(c)(3) Tax Exempt Bonds issued by
the California Municipal Finance Authority and purchased by Savings Bank of
Mendocino County. RCHDC anticipates that the new loan on Walnut Village
Apartments will be in the amount of $1,740,000 at 6.5% interest for 30 years with
a possible rate adjustment after 20 years. Monthly payments on this new loan are
expected to be $10,997.98. RCHDC expects to apply the proceeds of this loan
as follows:
Payoff of Existing HUD Loan $682,000
Six Month Debt Service Reserve $ 66,000
Initial Reserve for Replacements $ 48,000
Rehabilitation ($10,000 per unit) $480,000
Loan Fees, Consultants and Closing $ 30,000
Net Proceeds to RCHDC $434,000
Loan Amount $1,740,000
RCHDC expects to address the following items associated with the proposed
rehabilitation of Walnut Village Apartments:
Replace Siding as needed
Replace Fencing as needed
Paint Exterior of the project
Replace Signs
Repair, Seal & Stripe Parking Lots
ADA Upgrades
Landscape Upgrades
Selected Mechanical and Interior Improvements as needed
Attached to this brief narrative is a proposed 15 year operating pro -forma for
Walnut Village Apartments.
Walnut Village -48 Units
Monthly Annual
2011 Section 8 Rents 1+1 2+1 Total Total
Rents per Rent Roll 664 745
Number of Units 44 3 47
Monthly Gross Potential Rent 29,216 2,235 31,451 377,412
Pro -Forma Using Section 8 Rents 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Gross Potential Rent -Increased at 2.511. per year 2.50% 377,412 386,847 396,518 406,431 416,592 427,007 437,682 448,624 459,840 471,336 483,119 495,197 507,577 520,267 533,273
Less Vacancy at 3%
131,975
11,322
11,605
11,896
12,193
12,498
12,810
13,130
13.459
13,795
14.140
14,494
14,856
15,227
15,608
15,998
Net Rental Revenue
19,638
366,090
375,242
384,623
394,239
404,094
414,197
424,552
435,166
446,045
457,196
468,626
480,341
492,350
504,659
517,275
Laundry Income - increased at2%per year
2.00%
1,000
1,020
1,04D
1,061
1,082
1,104
1,126
1,149
1,172
1,195
1,219
1,243
1,268
1,294
1,319
OtherIncome- Increased at 2% per year
2.00%
16
16
17
17
17
18
18
16
19
19
20
20
20
21
21
Total Income
367,106
376,278
385,680
395,317
405,194
415,319
425,696
436,333
447,235
458,410
469,864
481,605
493,638
505,973
518,616
Admin Expenses
2.50%
78,918
80,891
82,913
84,986
87,111
89,288
91,521
93,809
96,154
98,558
101,022
103,547
106,136
108,789
111,509
Utilities
3.00%
21,647
22,296
22,965
23,654
24,364
25,095
25,848
26,623
27,422
28,244
29,092
29,965
30,863
31,789
32,743
Operating & Maintenance Expenses
3.00%
71,230
73,367
75,568
77,835
80,170
82,575
85,D52
87,604
90,232
92,939
95,727
98,599
101,557
104,604
107,742
Taxes and Insurance
2.50%
32,889
33,711
34,554
35,418
36,303
37,211
38,141
39.095
40,072
41,074
42,101
43,153
44,232
45,338
46,471
Total Operating Expenses
204,684
210,265
216,000
221,893
227,948
234,169
240,562
247,130
253,880
260,815
267,941
275,264
282,788
290,520
298,465
Net Operating Income 162,422 166,013 169,680 173,424 177,246 181,149 185,134 189,202 193,355 197,595 201,923 206,341 210,850 215,453 220,151
Reserve Contributions -$300 PUPY 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400 14,400
Debt Service
131,975
131,975
131,975
131,975
131,975
131.975
131,975
131,975
131,975
131,975
131,975
131,975
131.975
131,975
131,975
Cash Flow
16,047
19,638
23,305
27,049
30,871
34,774
38,759
42,827
46,980
51,220
55,548
59,966
64,475
69,078
73,776
Debt Service Coverage
1.12
1.15
1.18
1.20
1.23
1.26
1.29
1.32
1.36
1.39
1.42
1.45
1.49
1.52
1.56
Anticipated 501(c)(3) Loan from Savings Bank 1,740,000
Existing HUD Loan 682,000
Cash Available for Reserves, Rehab & RCHDC 1,058,000
Item 11 b
Item l lb is consolidated in item l la. The corresponding attachments are labeled
Attachments 5 and 6.
(Due to the size and repetition of the Attachments, they have been reproduced once and
can be found in Public Hearing item 11 a.)
Item He
Item 11 c is consolidated in item 11 a. The corresponding attachments are labeled
Attachments 7 and 8.
(Due to the size and repetition of the Attachments, they have been reproduced once and
can be found in Public Hearing item 11 a.)
ITEM NO.: 12a
MEETING DATE:
AGENDA SUMMARY REPORT
November 2, 2011
SUBJECT: SOLID WASTE DISCUSSION: WASTE COLLECTION AND TRANSFER STATION
AGREEMENTS
Background: This staff report forms a cover sheet for the attached materials. The purpose of this staff
report is to provide the City Council and the public with a background explaining why new franchise
agreements are proposed, and the reasons behind proposals for a new five year rate term.
Attachment #1 to this staff report is an outline provided by the City Attorney to assist the reviewer in going
through the proposed new agreements.
Attachment #2 is the DRAFT Waste Collection Agreement
Attachment #3 is the DRAFT Transfer Station Agreement
Together, this entire packet of information is provided for the purpose of the City Council's initial discussion
of these agreements.
Purchase of Franchise, 2007
Back in 2007, the City of Ukiah negotiated to allow a new owner to purchase Solid Waste Systems (SWS),
the existing franchise for solid waste disposal services for city residences and commercial businesses. The
terms of that purchase included 2 key elements. The first was requiring the new owner of SWS to assume
the business under the terms of the existing agreement. The City wanted to see how the new owner of
SWS provided services before allowing that owner an extended franchise timeline beyond the term allotted
to the previous owner. Although the business was purchased under the terms of the existing franchise
agreement, the City made a commitment to consider adjustment of fees at some future point depending on
the performance and satisfaction of the City's customers.
At the time of purchase and change over from The Ratto Group (Ratto), to the new owner, the City of Ukiah
did not meet state mandated diversion requirements, faced a significant shortfall in funds for closure of the
City's landfill site, which was no longer accepting solid waste, and new State of California carbon reduction
laws required conversion of the existing fleet in use for solid waste disposal.
Recommended Action(s): Direct staff to place this item on the Council agenda for action at the
November 16, 2011 council meeting
Alternative Council Option(s): Provide alternate direction to staff
Citizens advised:
Requested by: Ukiah Waste Solutions, Inc. and Solid Wastes Systems, Inc.
Prepared by: City Manager, City Attorney, City Finance Director
Coordinated with: Ad Hoc Committee
Attachments: #1 Agreement Outline , #2 Solid Waste Agreement, #3 Transfer Station Agreement
Approved:
an Chambers, City Manager
The new owner of SWS brought the City of Ukiah into compliance with State diversion mandates by using
new approaches to the sorting and disposal of solid waste, and replaced the existing fleet. The City of Ukiah
honored its commitment to the hauler and considered new fees to provide for purchase of the new fleet.
In March, 2008, a rate increase of 6.88% was approved to provide for the purchase of a new carbon
compliant fleet of vehicles. This increase was $1.02 per 32 gallon can per month.
Short Term Solutions: Under Existinq Agreement
In December 2010, the City considered new fees for the Transfer Station operator. The request for new fees
was brought forward as a result of increased fuel costs and increase landfill fees at Potrero Hills.
A 6.22% increase was approved. This increase was $ .96 per 32 gallon can per month. The fees adopted
also provided for the City of Ukiah to receive $2.00 per ton at the transfer station. The purpose of this
charge was to provide the City of Ukiah with revenues to address the short fall in funding for the land fill
closure and ongoing operations cost. At this time, the Mendocino Solid Waste Management Authority
(MSWMA) fee of $4.50 per ton was increased by $.50 to a total of $5.00 per ton, in order to fund MSWMA
operations.
Before the December 2010 fee increase was considered, the City Finance Director reviewed the financial
statements of the franchise holder. His analysis showed that the fee charged at Potrero Hills Landfill was
$10 per ton more than was included in the existing rate. The transportation cost was $7.23 per ton more
than was included in the existing rate. Also at that time, the City Finance Director recognized that the cost
of processing self -hauler waste at the transfer station exceeded the fee received.
As a result of the City Finance Director's independent review, he verified that the Transfer Station was
losing more than $300,000 per year under the then existing fee structure and recommended the fee
increase. The purpose of the fee increase was to assure that the Transfer Station could stay in business
and continue to provide the services.
Another part of the 2010 discussion included the need to secure a landfill destination after the existing
agreement with Potrero Hills expires in December of 2011. There were solid financial reasons to consider
other sites, as the Potrero Hills destination was increasing fees each year, and fuel costs related to
transporting the garbage to that distant site were increasing.
A new five year contract with East Lake Landfill in Lake County was completed earlier in 2011 and will
become effective in January 2012.
All of the above actions were taken with the understanding discussed with Council that longer term solutions
were necessary to secure an affordable and environmentally sound waste disposal service for Ukiah rate
payers.
Lonq Term Solutions: Extended Franchise Agreement Terms, New Agreements
A series of steps have been taken since early 2010, when the hauler offered to examine the feasibility of re-
opening the Ukiah land fill in an effort to save costs and keep solid waste local. The process of that
examination led both SWS and city staff to take a critical look at the existing franchise agreements, with the
intent to provide for longer term solutions to solid waste services.
City staff reported to the City Council (July 7, 2010) on issues related to the status of the landfill, long term
disposal solutions, the transfer station rate adjustment, and the identified need to draft a new, modern set of
agreements to replace the existing agreement, with Council concurrence that new agreements were in
order.
The process of negotiating the agreements has taken over a year since that July 2010 discussion. The
agreements presented for Council consideration are:
1) Consistent with previous Council policy direction contained in the existing franchise agreement.
2) Developed with assistance of the Solid Waste Ad/Hoc committee
3) Based on extensive financial review of current financial statements conducted by the Finance
Director
4) Comprehensive of all operations. City staff has utilized technical and solid waste business
expertise to assist with the analysis and negotiations of the agreement provisions.
Improved Methodology
In the existing agreements, rate adjustments were based on the consumer price index (CPI) and in the case
of curb service, a third year review where the Council considered any financial information it deemed
appropriate. This older method does not provide for the more in-depth analysis demanded by current and
future operations of the hauler.
To improve rate reviews and future fee discussions, the proposed new contracts segregate the cost into
multiple categories and establish criteria for adjusting rates for each category individually. These
segregations are identified in Exhibit "C" of the Waste Collection Contract and Exhibit "E" of the Amended
Transfer Station Agreement. This approach is consistent with methodology that was used not only by the
County of Mendocino, but also with other northern California jurisdictions in recent agreements for waste
collection and transfer station operations.
During the course of time it has taken to work out this new agreement, changes have taken place in the
solid waste industry both here locally in Ukiah and elsewhere. The hauler has negotiated a new five year
disposal site with Lake County, and has purchased a new site for consolidation of the hauler's business
operations. Economic conditions have also changed dramatically, reducing the tonnage of the waste
stream, especially in construction materials, flowing into the system.
Also during the course of time the agreements have been in development, the hauler has experienced
continued revenue shortfalls. The Director of Finance has conducted an in-depth financial review in order to
establish a base line for fees going forward, and to verify continued shortfalls in the hauler's revenues. As a
result, new fee increases have been recommended which will begin the five year review cycle for the
proposed agreements.
If approved, the new rate increase results in a 7.12% increase. This increase is $1.18 per 32 gallon can.
A 32 gallon can is the most common size residential service can.
Twelve Year History of Rate Adjustments for Curb Service of a 32 gallon can
% Increase Amount Rate
July 2000
3.40%
$.41
12.66
2001
.00%
.00
.00
October 2002
.96%
.14
12.80
October 2003
1.95%
.26
13.06
October 2004
6.90%
.89
13.95
October 2005
1.90%
.26
14.21
October 2006
3.24%
.45
14.66
2007
.00%
.00
.00
March 2008
6.88% *
1.02
15.68
2009
.00%
.00
.00
December 2010
6.22%
.96
16.64
January 2012 proposed
7.12%
1.18
17.82
* Includes costs related to Fleet replacement
The amount column totals to $5.57. This is the increased amount of service fee that has occurred over the
last 12 years, or an average annual amount of 46 cents.
Not all of the last 3 rate increases have gone to the franchise holder. A portion is attributable to government
imposed costs from the City of Ukiah ($2.00 per ton) and MSWMA ($.50 per ton), and one-quarter to one-
third was due to increased landfill costs. The new five year agreement with Lake County provides for a
fixed landfill cost for the next five years, and therefore affords some protection to Ukiah rate payers from
increased costs for disposal.
Discussion:
Green Waste and Food Waste:
The agreement negotiated, while bringing up to date many aspects of the hauler and City's financial
relationship and service requirements, does not change any previously adopted Council policy with regard
to disposal of waste. That previously adopted policy was contained in the current existing agreement. It
provided for the flow of green waste to Cold Creek Compost (CCC), under the terms of the existing contract.
Provision for food waste disposal is required by 2013. The new agreements do not attempt to dictate what
changes in the flow of green waste and food waste must occur, in keeping with the current established
Council policy. They do provide, however, for changes to take place, and for new methods to be instituted,
subject to the City's approval. The City Council's current policy recognizes the dynamic market place forces
at work in the flow of waste materials, and allows for those market forces to determine how these services
are provided on a least cost and efficiency basis.
Financial Oversight and Due Diligence
The process used to review fee increase requests has been that the waste collection franchisee, Ukiah
Waste Solutions (UWS) and/or the transfer station franchisee, Solid Wastes Systems (SWS), submit
requests for rate adjustments. A variety of information in support of their requests has been required for
City staff to conduct that review. Staff then reviews the information to develop an understanding of the
justification for the increase. Components of the costs reviewed are revenues from customers, disposal
fees, fuel costs, franchise fees, administrative expenses, regulatory costs, and other operating costs. The
bottom line of this review has been to determine if there is net income or a loss. Since the transfer station
fees affect the expenses of the waste collection operation, they must be addressed before developing a rate
proposal for garbage collection services.
To undertake the review, city staff has been involved in numerous meetings and phone calls. These have
taken place among staff and between staff and the franchisee to discuss and clarify information. Staff then
has developed a rate proposal, discussed it with the Council Ad Hoc committee and then presented it to the
full Council.
Fiscal Impact:
The new agreements achieve the following in the best interest of the Ukiah rate payer:
(1) Provides a viable business platform for the current franchise holder, thereby helping to secure
continued quality service levels for the rate payer
(2) Provides a detailed and repeatable process for 5 year rate reviews and 218 process approvals
(3) Protects rate payers from steep and unpredictable rate hikes. This often occurs if cost recovery
falls significantly behind and does not occur on a regular basis.
(4) Rate payer can benefit when costs are actually reduced, either due to drop in an index measure,
or due to services rendered more efficiently or with the benefit of new technology.
❑ Budgeted FY 10111 ❑ New Appropriation ❑X Not Applicable ❑ Budget Amendment Required
David J. Rapport
Lester J. Marston
Scott Johnson
Darcy Vaughn
Mary Jane Sheppard
Law Offices Of
RAPPORT AND MARSTON
An Association of Sole Practitioners
405 W. Perkins Street
P.O. Box 488
Ukiah, California 95482
e-mail: drapport@pacbell.net
MEMORANDUM
TO: Honorable Mayor and Council members
FROM: David J. Rapport, City Attorney
DATE: October 27, 2011
SUBJECT: Summary of Waste Collection and Transfer Station Agreements
A iAuFIMENT �
(707) 462-6846
FAX 462-4235
The following is a summary of the key provisions in the Waste Collection and Transfer Station
Agreements.
I. Waste Collection Agreement.
a. Section 1 — Grants exclusive franchise to Ukiah Waste Solutions, Inc. ("UWS") to
collect and dispose of all solid waste generated in the City, including recyclables,
wood waste, green waste and food waste, subject to exceptions for self -haulers and
certain contractors (gardening, landscaping, tree trimming and construction) who
dispose of yard waste and construction debris as part of providing their contracting
services.
b. Section 3 — Term — 15 year term, beginning on January 1, 2012 and ending on
December 31, 2026, subject to an option to extend for an additional 5 years on
stated conditions.
c. Section 4 — Franchise and other fees — UWS is required to pay the City:
i. Franchise fee of 15% of gross revenues from City customers;
ii. Billing fee of 3% of the amount billed and collected by City on behalf of
UWS from residential customers in single family residences and renters of
multi -family residences who pay for garbage service separately from rent;
iii. Commercial oversight fee of $10,000 per year; and
iv. Landfill closure fee of $60,000 per year.
Memorandum to City Council Page 2
Subject: Summary of Waste Collection and Transfer Station Agreements
Date: October 26, 2011
d. Section 5 — Services - Specifies in 19 subsections how UWS is required to provide
waste collection services in the City, including:
i. Requiring UWS to take:
1. all solid waste, excluding source separated recyclables that go in the
blue bin, to the Taylor Drive transfer Station ("Transfer Station");
2. all source separated recyclables, excluding green waste and food
waste, to the Pacific Recycling Solutions ("PRS") Facility on North
State Street; and
3. all green waste and food waste to the Transfer Station, the PRS
Facility, the biomass conversion facility in Scotia ("Scotia
Facility"), and/or the Cold Creek Compost Facility ("CCC
Facility"). Continues existing agreement provisions that require
UWS to arrange for delivery to CCC Facility of an average 400 tons
per month of green waste, subject to stated conditions. (Section 5.11
(a) -(c)•)
ii. City Manager must approve the use of any other facility to process
Recyclables, wood waste, green waste or food waste. (Section 5.11(d).) The
City Manager can refer to City Council for decision. (Section 13.)
e. Section 6 — Rates —
i. 6.1 Initial Rates - Subject to City Council approval using Proposition 218
procedures, the rates commencing January 1, 2012, are set forth in Exhibit
E to the contract
ii. 6.2 Modification of Rates - Beginning January 1, 2013, annual rates
adjusted every year, subject to rate review pursuant to Prop. 218 procedures
every 5 years, beginning April 2016, for rates that become effective January
1, 2017, and every 5 years thereafter. (See Section 6.4.)
1. Annual adjustments based on Consumer Price Index (CPI) and
California No. 2 Diesel Retail Sales by all Sellers by U.S. Energy
Information Administration (Fuel Index). (Section 6.2 and
Exhibit C)
2. 6.3 - Modification for changes in Pass Through Costs, consisting
of:
a. Commercial oversight fees
b. Transfer Station gate fee
c. Processing costs to dispose of green waste at PRS or CCC
Facility or another Authorized Facility
Memorandum to City Council Page 3
Subject: Summary of Waste Collection and Transfer Station Agreements
Date: October 26, 2011
d. Landfill closure fees
3. Fee reduced by Recycling Credit — amount paid to UWS by PRS
for recyclables taken to PRS Facility pursuant to Recycling
Agreement between PRS and UWS, attached to contract as Exhibit
B. The rate is set by Ex. B to Recycling Agreement, but not less than
$5.00 per ton.
f. Sections 7-10 address provisions governing Equipment and Personnel (Sec. 7),
Records and Reports (Sec. 8), Hold Harmless and Insurance (Sec. 9) and remedies
upon default (Sec. 10.)
11. Transfer Station Agreement_
a. Section 1— Solid Waste Systems, Inc. ("SWS") owns and operates Taylor Drive
Transfer Station ("Transfer Station"), which must receive all solid waste generated
in City and may receive solid waste generated anywhere in Mendocino County.
With City Manager's prior written approval SWS may accept solid waste from
outside Mendocino County, subject to limits in Waste Facilities Permit, and SWS
keeping records as to quantity received from each jurisdiction. City may not operate
competing transfer station and neither SWS nor any related entity may accept solid
waste generated within geographic area depicted in Exhibit G, unless material first
delivered to Transfer Station and gate fee charges for that material have been paid.
b. Section 3 - Term - Same term with same option to extend for five years as is
provided in Waste Collection Contract.
c. Section 4- Operations
Section 4.1— For the per ton fee in Exhibit D, adjusted as provided in
Section 6, SWS must accept Acceptable Waste (defined in Section 2.1 as
garbage, not including Recyclables, Food Waste, Green Waste, Wood
Waste, Hazardous Waste, Household Hazardous Waste and Unacceptable
Waste)
1. Section 4.1.1- Requires extensive prior notice and City approval of
any change in the landfill used by SWS to dispose of solid waste
received at the Transfer Station, which will be the Eastlake Landfill
in Lake County, starting January 1, 2012.
2. Section 4.1.2 — Requires advance notice and City approval if SWS
proposes to dispose of Recyclables, wood waste, green waste or
food waste at any processing facility other than PRS, CCC or Scotia.
Memorandum to City Council Page 4
Subject: Summary of Waste Collection and Transfer Station Agreements
Date: October 26, 2011
3. Section 4.1.3 - Allows SWS to use alternate facilities, if an act of
God or other event beyond SWS control makes a currently
authorized facility unavailable for a period not to exceed 3 months.
ii. Sections 4.2 — 4.4 require Buy -Back, Drop Off, and Household Hazardous
Waste Recycling at Transfer Station.
iii. Section 4.5 requires acceptance at a designated area at Transfer Station
segregated green waste and wood waste at rates specified in Exhibit D,
adjusted as provided in Section 6, and requires disposal at the PRS Facility,
Scotia and/or CCC Facility, with, as provided in existing agreement, 400
tons per month of green waste to CCC, subject to the same stated conditions
as in Section 5.1 l(c) of Waste Collection Agreement.
iv. Section 4.6 requires SWS to accept Food Waste at a designated area at the
Transfer Station upon commencement of a food waste program under the
Waste Collection Contract, at rates to be approved by City and to transport
food waste to an Authorized Facility approved by City.
v. Sections 4.7-4.14 further regulate the operation of the Transfer Station.
d. Section 5 imposes a $2.00 per ton landfill fee on Acceptable Waste received at the
Transfer Station.
e. Section 6 — Gate Rates and Other Service Fees — The initial fees charged at the
Transfer Station, beginning with the Effective Date of the agreement, are set forth
in Exhibit D. The rates are subject to review and revision under Sections 6.2-6.4.
i. Section 6.2 — Beginning January 1, 2013, and each year thereafter, the rates
are adjusted based on the percentage change in the CPI and Fuel Index and
to recover specified Pass -Through Costs.
1. CPI and Fuel Index based adjustments performed in accordance
with rules set forth in Section 6.2(c) and as modeled in Exhibit E.
2. Section 6.3 - Pass -Through Costs are increased or decreased when
they change. Pass -Through Costs include the landfill gate fee, the
gate fees charged by processing facilities to accept for processing
green waste and wood waste and regulatory fees SWS is required to
pay.
a. The current costs paid to CCC for accepting green waste is
fixed at $16/ton for 400 tons per month in Section 4.5
b. The current cost paid to PRS for accepting green waste is set
at $30/ton, increased by the percentage change in the CPI
each year, but subject to review every 5 years to determine
Memorandum to City Council Page 5
Subject: Summary of Waste Collection and Transfer Station Agreements
Date: October 26, 2011
whether the fee should be reduced based on the increased
value of processed green waste. (See Section 2.17 and
Exhibit A (Green and Wood Waste Agreement between PRS
and SWS).
c. The landfill gate fee is $38.25/ton paid to Eastlake Landfill
as set forth in the agreement between Lake County and SWS.
(See Exhibit E, p. 2.)
d. Regulatory fees currently include the MSMWA fee of
$5.00/ton and City landfill fee of $2.00/ton.
ii. Section 6.4 — SWS may request approval of a rate increase to account for a
cost increase or revenue loss caused by an extraordinary circumstance
beyond its control which it could not anticipate, if the cost increase or
revenue loss unavoidably adversely affects its ability to operate at a
reasonable profit. At a public hearing conducted pursuant to City Code
Section 3950 and following, the City Council is required to consider the
request, but the burden is on SWS to produce evidence satisfactory to the
City Council justifying the requested rate increase.
L Sections 7-10 regulate the equipment used to operate the Transfer Station, facility
maintenance, transporting materials, staffing, subcontractors, records and reports,
hold harmless and insurance and remedies upon default.
g. Section 11- prohibits an assignment of the contract or a change in ownership or
control of SWS without prior written approval of the City.
h. Sections 12-13 continue from the existing agreement the City's option on
December 31, 2016, to purchase the land and improvements comprising the
Transfer Station for $1.00.
i. If the City acquires ownership of the Transfer Station, it agrees to lease it to
SWS to operate the transfer station pursuant to a lease attached the
Agreement as Exhibit F for which SWS will pay an initial rent of $10/ton,
but assume all other costs, including maintenance, repair and replacement
of improvements and payment of property taxes.
ii. If the City terminates the agreement before December 31, 2016, it has the
option to purchase the land for its fair market value as bare land and the
improvements for $1.00. If the agreement is terminated for any reason at
any time, the City has the option to purchase the equipment used to operate
the transfer station for the depreciated value of the equipment.
Memorandum to City Council Page 6
Subject: Summary of Waste Collection and Transfer Station Agreements
Date: October 26, 2011
i. Section 15 gives the City Manager the authority to administer and enforce the
agreement and expressly provides that the City Manager may elect to refer any
decision the City Manager is authorized to make under the agreement to the City
Council for decision.
ATTACHMENT 2 -
WASTE COLLECTION AGREEMENT
TABLE OF CONTENTS
0
Page
Waste Collection Agreement
1
1.
Franchise Grant
1
2.
Definitions
2
3.
Term
5
4.
Franchise Fee; Other Fees
6
5.
Services
6
5.1 Solid Waste
6
5.2 Recyclables
7
5.3 Green Waste
7
5.4 Food Waste
7
5.5 Contaminated Materials
7
5.6 Changes; Missed Pick -Ups
7
5.7 Containers — Single Family Residential
8
5.8 Containers — Multi -Family Residential, Commercial and Institutional
8
5.9 Replacement or Addition of Containers
8
5.10 Personnel and Equipment
8
5.11 Disposal and Processing Facilities
8
5.12 Local Office
10
5.13 Pick -Ups at City Facilities
10
5.14 Outreach and Public Education
10
5.15 Fall Leaf Collection
11
0
it
5.16 Spring Clean -Up Week
11
5.17 Additional Services
11
5.18 Permits and Licenses
11
5.19 Diversion Requirements
11
6.
Rates
11
6.1 Establishment of Rates
11
6.2 Modification Based on Consumer Price Index, Fuel Index, Recycling
Reduction and Certain Pass Through Costs
11
6.3 Modification Based on Changes in Pass Through Costs
13
6.4 Five Year Review
14
6.5 Modification Based on Extraordinary Items
14
6.6 Billing
14
6.7 Proposition 218
15
7.
Provisions Applicable to Equipment and Personnel
15
8.
Records and Reports
16
9.
Hold Harmless and Insurance
16
10.
Remedies upon Default
17
11.
Assignment
19
12.
Waiver
20
13.
Administration
20
14.
Independent Contractor
20
15.
Notices
20
16.
Amendments
21
it
17. Successors and Assigns 21
18. Integration; Severability 21
Exhibit A — Waste Management Strategic Plan 23
Exhibit B —Recyclable Materials Agreement 24
Exhibit C — Curbside Rate Calculation 25
Exhibit D — Agreement for Receipt of Wood and Green Waste 26
Exhibit E — Initial Service Rates
iii
27
WASTE COLLECTION AGREEMENT
This Waste Collection Agreement (the "Agreement") is made as of November , 2011
by and between the City of Ukiah, a municipal corporation (hereinafter "City"), and Ukiah Waste
Solutions, Inc., a California corporation (hereinafter "Company"), with reference to the
following:
WHEREAS, Company currently collects and disposes of Solid Waste generated in City
pursuant to that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse,
and Rubbish, and Recycling of Recyclables from within the City of Ukiah dated March 23, 1992,
as amended May 9, 1997, August 21, 1998, November 7, 2001 and April 16, 2008 (the "Prior
Agreement"); and
WHEREAS, Company has proposed a capital -intensive, long-term Strategic Waste
Management Plan (the "Strategic Plan"), including, but not limited to, Contractor financed
capital projects, for City and the other customers served by Company and its affiliates that is
designed to increase diversion, mandated by law, of Solid Waste from landfills, reduce
greenhouse gasses, convert waste into energy, and create new jobs, a true and correct copy of
which is attached hereto as Exhibit A; and
WHEREAS, undertaking the Strategic Plan will require a long-term commitment of
Company's staff, time and capital; and
WHEREAS, the parties wish to continue to assure the health, safety and public welfare of
City's residents and businesses by providing efficient services for recycling and the collection
and disposal of all Solid Waste generated in the City resulting in increased diversion pursuant to
the terms of a new, long-term agreement that replaces the Prior Agreement;
NOW, THEREFORE, in and for the mutual covenants herein and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:
Franchise Grant.
1.1 City hereby grants to Company, and Company hereby accepts from City, the
exclusive franchise right and privilege, subject only to Section 1.3 below, to Collect, remove,
transport, Recycle, Process, compost and Dispose of all Solid Waste generated in City in
accordance with the provisions of City's laws and regulations pertaining to the accumulation,
collection and removal thereof and any other applicable law, including applicable State and
Federal statutes or administrative rules.
1.2 All Solid Waste Collected by Company pursuant to this Agreement shall become
the property of Company upon its possession thereof, provided that nothing in this section shall
be deemed a waiver by City of its rights and duties under this Agreement.
1.3 The franchise granted to Company hereunder shall in all respects be exclusive,
1
except as otherwise provided by applicable law and as follows:
(a) Recyclables generated at any Residential, Commercial or Institutional
Property that are Source Separated may be (i) transported personally by the Generating person
for sale or donation to a Processing facility that has been duly approved and authorized as such
by a governmental or other appropriate authority, including beverage containers Recycled at
authorized facilities under the California Beverage Container Recycling Litter Reduction Act, (ii)
may be sold or donated by the Generating person to any Charitable Entity, or (iii) sold by the
Generating person to any licensed Recycler (provided the Generating person is not charged any
amount by such Recycler, directly or indirectly);
(b) Solid Waste Generated at any Residential, Commercial or Institutional
Property may be personally transported by the person Generating same to any licensed landfill,
transfer station or materials recovery facility;
(c) Green Waste removed from a Residential, Commercial or Institutional
Property by a gardening, landscaping or tree trimming contractor as an incidental part of a
comprehensive service offered by such contractor, rather than as a hauling service, may be
disposed of by such contractor at any licensed transfer station or materials recovery facility,
provided that such contractor does not store the box, bin or container used for such purpose at the
location where the service is provided or remove such box, bin or container from such
contractor's truck;
(d) Construction Debris and Demolition Debris removed from a Residential,
Commercial or Institutional Property by a licensed construction or demolition contractor using
its own employees and equipment as an incidental part of a comprehensive service offered by
such contractor, rather than as a hauling service, may be disposed of by such contractor at any
licensed transfer station or materials recovery facility, provided that such contractor does not
store the box, bin or container used for such purpose at the location where the service is provided
or remove such box, bin or container from such contractor's truck; and
(e) Hazardous Waste and Household Hazardous Waste may be disposed of in
any lawful manner.
1.4 To the extent permitted by applicable law, City agrees to take such steps as may
be reasonably necessary to protect (a) Company's ownership of Solid Waste, including
Recyclables and Green Waste, placed at the curbside or designated collection location for
Collection by Company under the terms of this Agreement, and (b) Company's exclusive rights
to collect all Solid Waste, including Recyclables and Green Waste, in accordance with the terms
hereof. City's obligation under this Section 1.4 is subject to Company's agreement, upon request
of City, to reimburse City's reasonable expenses, including attorneys' fees and litigation
expenses, incurred in taking steps as agreed upon herein; provided, however, that nothing herein
shall prevent Company from taking any lawful action to protect its rights hereunder.
1.5 Except as expressly provided herein, this Agreement shall supersede the Prior
Agreement as of the Effective Date set forth in Section 3 below, when the Prior Agreement shall
cease to have any effect (except for periods prior to such Effective Date).
2. Definitions.
2.1 "Authorized Facility" means a Disposal or Processing facility that has received
and is maintaining in good standing all regulatory or other approvals required by law to perform
the task for which Company is using the facility and which has been approved by the City
pursuant to Section 5.11 below.
2.2 "Billing Fees" means the billing fees payable to City pursuant to Section 6.6
below, including any fees or charges adopted to replace or supplement such billing fees.
2.3 "CCC" means Cold Creek Compost, Inc.
2.4 "Change in Law" means the enactment, adoption, promulgation, issuance,
modification, or written adoption or change in administrative or judicial interpretation on or after
the Effective Date of, any law, regulation, rule, order, judgment, decree, permit, approval or
other requirement of any governmental agency (including City) having jurisdiction over this
Agreement or Company's performance hereunder.
2.5 "Charitable Entity" means any not-for-profit organization or entity maintained for
community service, education or the public good, including service clubs, scouting
organizations, religious and educational organizations and recognized charities.
2.6 "Collect" or "Collection" means the collection, transportation and removal of
Solid Waste within and from City.
2.7 "Commercial Property" means property upon which business activity is
conducted, including but not limited to retail sales, services, wholesale operations,
manufacturing and industrial operations, but excluding businesses conducted upon Residential
Property that are permitted under applicable zoning regulations and are not the primary use of
the property.
2.8 "Construction Debris" means used or discarded construction materials generated
during the construction or renovation of a building, structure or other man-made improvement on
a Residential, Commercial or Institutional Property.
2.9 "Containers" means any and all types of Solid Waste receptacles supplied by
Company, including but not limited to rectangular bins, cylindrical containers, and any and all
other kinds of receptacles or bags, irrespective of size or shape.
2.10 "Customer" means the owner or occupant of Residential, Commercial or
Institutional Property.
2.11 "Demolition Debris" means used construction materials generated during the
razing or renovation of a building, structure or other man-made improvement on a Residential,
Commercial or Institutional Property.
2.12 "Disposal" means the permanent placing of Solid Waste in a facility legally
permitted to receive it.
2.13 "Disposal Costs" means Company's costs to deposit Solid Waste collected under
this Agreement at the Transfer Station (as defined in Section 5.11 below) or any other
Authorized Facility.
2.14 "Food Waste" means food that is discarded (as from a Commercial or Residential
Property kitchen).
2.15 "Franchise Fees" means the franchise fees payable to City pursuant to Section 4
below, including any fees or charges adopted to replace or supplement such franchise fees.
2.16 "Generate" means to create or render. A Customer is not considered to be the
Generator of Solid Waste if the material has merely been transported or moved to the Customer's
site.
2.17 "Green Waste" means tree trimmings, grass cuttings, plants, leaves, branches and
trees (not more than six (6) inches in diameter or more than four (4) feet in length) and similar
materials generated at a Residential, Commercial or Institutional Property.
2.18 "Hazardous Waste" means all substances defined as Hazardous Waste, acutely
Hazardous Waste or extremely Hazardous Waste by the State of California, or identified as
Hazardous Waste by the U.S. Environmental Protection Agency, under applicable laws or
regulations.
2.19 "Household Hazardous Waste" means Hazardous Waste that is generated at
Residential Properties.
2.20 "Institutional Property" means the premises or site of any governmental entity,
including city, county, state and/or federal buildings, public schools, colleges, and public
recreational sites.
2.21 "Multi -Family Residential Property" means any building or structure, connected
structure or series of structures used for residential purposes, and consisting of three (3) or more
distinct dwelling units, irrespective of whether the dwelling units are rental units or are
owner -occupied.
2.22 "Pass Through Costs" means Disposal Costs, Processing Costs and Regulatory
Costs.
2.23 "Processing" means the act of salvaging, reprocessing, marketing and selling or
reusing Recyclables (including Food Waste and Green Waste) for the purpose of Recycling,
whether directly or through one or more third parties, and shall include other means of diverting
Solid Waste from landfills pursuant to the Strategic Plan.
4
2.24 "Processing Costs" means the costs of Processing.
2.25 "Recyclables" means Solid Waste which may be reused or processed into a form
suitable for reuse through reprocessing or remanufacture consistent with the requirements of the
California Integrated Waste Management Act of 1989, as amended ("AB 939"), including,
without limitation, paper, newsprint, printed matter, pasteboard, paper containers, cardboard,
glass, aluminum, PET, HDPE, and other plastics, beverage containers, compostable materials
(including Green Waste and Food Waste), and wood, brick and stone in reusable size and
condition. Recyclables shall include those items of Construction Debris and Demolition Debris
which are described in this Sections 2.8 and 2.11.
2.26 "Recycle" means the process of reusing or processing Solid Waste into a form
suitable for reuse consistent with the requirements of AB 939.
2.27 "Regulatory Costs" means all regulatory and governmental fees and charges
incurred by Company in connection with providing services under this Agreement, including,
without limitation, Franchise Fees, Billing Fees, commercial oversight fees and landfill closure
costs payable to City.
2.28 "Residential Property" means Single Family Residential Property and Multi -
Family Residential Property.
2.29 "Single Family Residential Property" means any building or structure, connected
structure or series of structures used for residential purposes, and consisting of less than three (3)
distinct dwelling units, irrespective of whether the dwelling units are rental units or are
owner -occupied.
2.30 "Solid Waste" means all putrescible and nonputrescible residential refuse,
commercial solid waste, institutional solid waste, garbage, Green Waste, Food Waste and
rubbish as defined in Public Resources Code Section 40191, including, without limitation, for the
purposes of this Agreement Construction Debris, Demolition Debris, Recyclables, but excluding
Hazardous Waste and Household Hazardous Waste.
2.31 "Source Separated" means Recyclables that are separated at the Residential,
Commercial or Institutional Property where they are generated from Solid Waste and other
Recyclables that are Collected separately, and which are saleable or acceptable for Processing
without further sorting, including, but not limited to, Recyclables consisting of glass, paper,
plastic, cardboard, tin cans and aluminum cans which are separated from all other Recyclables
and Solid Waste, Green Waste which is separated from all other Recyclables and Solid Waste,
and Food Waste which is separated from all other Recyclables and Solid Waste.
3. Term. Subject to earlier termination in accordance with the terms of this Agreement, the
term of this Agreement shall commence on January 1, 2012 (the "Effective Date") and continue
for a period of fifteen (15) years through December 31, 2026, provided that Company shall have
one (1) option to extend this Agreement and the franchise granted hereunder on the terms and
conditions herein for a period of five (5) years commencing January 1, 2027 and ending
December 31, 2031. Notice of Company's exercise of such option must be given at least six (6)
months prior to December 31, 2026. The option to extend hereunder may not be exercised
unless Company is in material compliance with the terms of this Agreement at the time of
exercise and on December 31, 2026. It is the parties' intention that, subject to prior termination
hereunder or thereunder, the term of this Agreement be coextensive with the term of the Transfer
Station Agreement between City and Solid Wastes Systems, Inc. ("SWS") of even date herewith
(the "Transfer Station Agreement").
4. Franchise Fee, Other Fees. Company shall be liable to City for a franchise fee equal to
fifteen percent (15%) of the gross revenues collected by Company from Customers within the
City limits during the term of this Agreement or such other percentage of such gross revenues as
the City Council may establish from time to time. Within thirty (30) days after the end of each
calendar month, Company shall send City a statement detailing gross revenue received by
Company from Commercial and Institutional Customers, and from the Multi -Family Residential
Customers that Company bills, for the prior calendar month, and City shall send Company a
statement showing how City calculated the amounts withheld in accordance with this Section 4
and Section 6.6 below from its payment to Company for the prior calendar month. As soon as
City's billing system permits it to generate the following statement, City will provide Company
within thirty (30) days after the end of each calendar month with a statement detailing the
amounts billed by City to the Residential Customers billed by City, the amounts collected by
City from such Customers, the amounts paid to Company and all amounts withheld from such
payments in accordance with this Section 4 and Section 6.6 below for the prior calendar month.
In addition, each party shall maintain copies of all its billing and collection records for three (3)
years following the date of billing for inspection and verification by the other party. Company
shall also owe City a Billing Fee pursuant to Section 6.6 below, a commercial oversight fee of
$10,000 per calendar year and a landfill closure cost of $60,000 per calendar year. The
Franchise Fee, the Billing Fee, the oversight fee and the landfill closure fee shall all be paid by
means of City's withholding such amounts from the payments City makes to Company in respect
of the revenues City bills to Residential Customers in accordance with Section 6.6 below. The
annual oversight and landfill closure fees will each be withheld at the rate of one -twelfth per
month.
5. Services.
5.1 Solid Waste. Company shall Collect and Dispose of all Solid Waste (other than
Source Separated Recyclables, which are subject to Section 5.2 below, and Source Separated
Green Waste and Food Waste, which are subject to Section 5.3 below) generated at every Single
Family Residential Property within City once each week on a regularly scheduled day, and at
every Multi -Family Residential, Commercial and Institutional Property within City upon a
schedule established between Company and each Generating person (or the owner, landlord or
property manager, in the case of Multi -Family Residential Properties), but at least once each
week on a regularly scheduled day, in accordance with this Agreement. Solid Waste shall not be
put out for Collection with Hazardous Waste or Household Hazardous Waste in the same
Container. Company will not collect Solid Waste, including Recyclables, on New Year's Day,
Memorial Day, July 4th, Labor Day, Thanksgiving Day or Christmas Day, and will make
appropriate adjustments to its collection schedule in order to avoid an excessive accumulation of
Solid Waste on such days.
5.2 Recyclables. Company shall collect all Source Separated Recyclables (other than
Green Waste and Food Waste) Generated at every Residential Property within City once each
week on a regularly scheduled day in accordance with this Agreement. Company shall collect all
Source Separated Recyclables (other than Green Waste and Food Waste) Generated at every
Commercial and Institutional Property within City upon a schedule established between
Company and each Generating person (or the owner, landlord or property manager, in the case of
Multi -Family Residential Properties), but not less frequently than weekly.
5.3 Green Waste. Company shall collect all Source Separated Green Waste
Generated at every Residential Property within City once each week on a regularly scheduled
day in accordance with this Agreement. Company shall collect all Source Separated Green
Waste Generated at each electing Commercial and Institutional Property within City upon a
schedule and at rates established between Company and each Generating person, but not less
frequently than weekly.
5.4 Food Waste. Subject to Company's obtaining all necessary permits, and
Company and City agreeing upon the specific terms of the program, including applicable Rates
and methods of collection, Company shall commence a pilot Food Waste Collection program for
Commercial and Institutional Properties as soon as possible but by no later than June 1, 2013.
No later than six months after commencement of such pilot program, Company and City will
develop the specific terms, including applicable Rates and methods of collection, for an ongoing
Food Waste Collection programs for all Residential, Commercial and Institutional Properties,
subject to Company's obtaining all necessary permits.
5.5 Contaminated Materials. Company may refuse to collect Solid Waste,
Recyclables, Green Waste or Food Waste Generated by, and shall not be obligated to continue to
provide any Solid Waste, Recyclables, Green Waste or Food Waste Container to, any person
who after reasonable warning, fails to sort Solid Waste, Recyclables, Green Waste or Food
Waste properly, or fails or refuses to allow Company to Collect, on an exclusive basis, said
person's Solid Waste, Recyclables, Green Waste or Food Waste. Company shall make available
to City any warning notices issued by Company for this purpose, and City shall investigate same
to determine whether the person receiving the notice has violated the applicable ordinance.
Company may alternatively assess a contamination charge in accordance with Exhibit E in such
instances.
5.6 Changes; Missed Pick -Ups. Company shall not alter or adjust Collection services
without providing prior notice to all service addresses, and any schedule modifications shall not
result in reduced service frequency to any Customer. Company shall collect and remove Solid
Waste and Recyclables from any premises "missed" or "skipped" during the regularly scheduled
time, within one (1) working day after demand for collection is made by the Customer or City.
5.7 Containers -Single Family Residential. Company shall collect Solid Waste,
Recyclables, Green Waste and Food Waste from Single Family Residential Properties in City in
the following types of Containers: Solid Waste —10, 20, 32, 64 or 96 gallons, Recyclables —32
(Billy Goat Run), 64 or 96 gallons, Green Waste — 32 (Billy Goat Run), 64 or 96 gallons, Food
Waste — sizes proposed by Company and approved by the City Manager. Company has provided
and distributed one set of Solid Waste, Recyclables and Green Waste Containers, at no cost in
addition to the monthly rates, to each Single Family Residential Property in City, and will
provide such a set to each new Single Family Residential Property in City after the Effective
Date, and will provide a Food Waste Container of the approved size to each Single Family
Residential Property upon commencement of the relevant Food Waste Collection program.
Nothing in this section shall be deemed to preclude the use of bins or other Containers of a size
and shape, which are compatible with approved rates, acceptable to and supplied by Company
and, in the event City and Company shall institute new programs hereunder which require bins or
other Containers of a particular size and shape, Customers on single unit Residential Properties
shall use bins or other Containers supplied by Company meeting such requirements.
5.8 Containers- Multi -Family Residential, Commercial and Institutional. Company
shall collect Solid Waste, Recyclables, Green Waste and Food Waste from Multi -Family
Residential Properties, Commercial Properties and Institutional Properties in City in a size and
shape suitable for each such location from the following capacities: 10, 20, 32, 64 or 96 gallon
carts, two -yard, three -yard, four -yard and six-yard bins, and 15 -yard, 20 -yard and 30 -yard boxes.
5.9 Replacement or Addition of Containers. Company shall replace, at no charge to a
Single Family Residential Generator but not more than once a calendar year, a Solid Waste,
Recyclables, Green Waste or Food Waste Container that is stolen from the curb. If from time to
time a Single Family Residential Generator may wish to have additional Containers, Company
shall make additional Containers available for free and adjust the Generator's service rate. A
replacement Container will be provided free to any Single Family Residential Generator
returning the original Container for a Container of a different size, but not more than twice a
calendar year. Company will maintain and repair Containers at its cost, and shall repair or
replace damaged Containers, at Company's option, upon request of a Customer or City. The
ownership of all Containers purchased by Company under this Agreement shall be and remain
with Company.
5.10 Personnel and Equipment. Company shall furnish sufficient personnel, labor and
equipment required for the Collection, removal, handling, Processing and Disposal of all Solid
Waste Generated within the corporate limits of the City in compliance with this Agreement and
the City's applicable law or City policy.
5.11 Disposal and Processing Facilities.
(a) Solid Waste. Company shall transport all Solid Waste collected by it in
City to the transfer station operated by SWS and located at 3151 Taylor Drive, Ukiah, California
(the "Transfer Station"). All of such Solid Waste that is not Recycled shall be hauled to a
licensed disposal facility in accordance with the terms of the Transfer Station Agreement. The
gate fee paid by Company to SWS for Solid Waste delivered to the Transfer Station shall be as
determined under the Transfer Station Agreement.
(b) Recyclables. Company shall transport all Source Separated Recyclables
(other than Green Waste and Food Waste) Collected by it curbside from Residential Customers
in City to the materials recovery and green waste facility operated by Pacific Recycling
Solutions, Inc. ("PRS") and located at 4260 North State Street, Ukiah, California (the "PRS
Facility") for Processing. Company shall transport all other Recyclables collected in City to the
Transfer Station. Any residue from such Recyclables that cannot be Recycled shall be Disposed
of in accordance with the Transfer Station Agreement if delivered to the Transfer Station, or at
any Authorized Facility selected by PRS, if delivered to the PRS Facility. PRS shall pay
Company the amounts determined under that certain Recyclable Materials Agreement between
PRS and Company of even date with this Agreement attached hereto as Exhibit B for
Recyclables delivered to PRS by Company (the "Recycling Agreement"). The amount, if any,
paid by Company to SWS for Recyclables delivered to the Transfer Station shall be as
determined under the Transfer Station Agreement.
(c) Green and Food Waste. Company shall transport all Source Separated
Green Waste and Food Waste collected by it in City to any or all of the following facilities: the
Transfer Station, the PRS Facility or the Scotia biomass conversion facility (the "Scotia
Facility")for Processing; provided, however, that, notwithstanding any other provision in this
Agreement, Company shall arrange for delivery of an average of 400 tons per calendar month,
subject to seasonal adjustments affecting the amount of Green Waste available, of Green Waste
(including Green Waste generated in City), un -ground but presorted, to the CCC facility so long
as (1) CCC is licensed to accept Green Waste from City, (2) CCC is in full compliance with its
license, (3) CCC is the only licensed composting facility in Mendocino County that is licensed to
accept and is capable of accepting the full range of inputs accepted by CCC as of April 1, 2008,
(4) CCC charges not more than $32.00 per ton for the first 200 tons of such Green Waste in the
aggregate delivered per calendar month and no charge for any tons in excess of 200 delivered in
such month, and (5) CCC continues to accept sheet rock from Company, SWS and PRS at no
charge; and, provided, further, that Company's obligation shall be deemed satisfied by Green
Waste arranged to be delivered by SWS to the CCC facility pursuant to Section 4.5 of the
Transfer Station Agreement. Any residue from the Green Waste generated in City that cannot be
Processed shall be disposed of in accordance with the Transfer Station Agreement if delivered to
the Transfer Station, or at any Authorized Facility selected by PRS, if delivered to the PRS
Facility. The amount paid by Company to SWS for Green Waste delivered to the Transfer
Station shall be as determined under the Transfer Station Agreement, and the amount paid by
Company to PRS for Green Waste delivered to the PRS Facility shall be as determined under
that certain Agreement for the Receipt of Green and Wood Waste between PRS, Company and
SWS of even date with this Agreement and attached hereto as Exhibit C.
(d) Alternate, Successor and Other Authorized Facilities. Company shall
provide City with written notice as soon as Company knows that it will use a Processing Facility
instead of or in addition to the PRS Facility, the Scotia Facility or CCC. The notice shall provide
the name and location of the proposed Facility, the anticipated gate fee and other charges for
Processing at that Facility, and a copy of the proposed contract between Company and such
Facility. Company shall also provide City with any additional information about such
Processing Facility reasonably requested by City. Company's use of the proposed Processing
9
Facility shall be subject to City's approval, which shall not be unreasonably withheld and may be
given by City's City Manager. In acting on a request for approval, the City shall consider,
among other things, whether the cost of using that Facility is reasonably consistent with the
Strategic Plan, available at a reasonable cost to the ratepayers considering the environmental
benefits and the available alternatives, and otherwise qualifies as an Authorized Facility. In the
event that the Transfer Station, the PRS Facility, the CCC facility, the Scotia Facility or any
other Authorized Facility described above cannot accept Solid Waste, Recyclables, Green Waste,
or Food Waste Generated in City on a temporary basis due to no fault of Company, or due to
events beyond the control of Company, such as acts of God, public emergency, strike or lockout
by employees of another entity unrelated to Company, Company shall locate and use an alternate
licensed facility for the duration of such circumstance; provided, however, that City approval in
accordance with this Section 5.11(d) shall be required if the Authorized Facility cannot accept
Solid Waste for a period of time exceeding three (3) months.
5.12 Local Office. Company shall maintain an office where service may be applied for
and complaints made. The address and telephone number of such office shall regularly be
included in Customer billings and service information distributed to the public. Company's
office shall have a responsible individual available daily between the hours of seven -thirty
o'clock a.m. and four o'clock p.m., excepting Saturday, Sunday and holidays. Calls for missed
collections shall be received 24 hours per day, by answering machine after four o'clock p.m. and
on Saturdays, Sundays and holidays.
5.13 Pick -Ups at City Facilities. Company shall provide Containers and remove,
without charge, all Solid Waste, Source Separated Recyclables and Source Separated Green and
Food Waste Generated at all City facilities, including from City street cans, (of the nature and in
the amounts currently collected) at least once per week, but Company may charge all other
public agencies for services rendered at the same rates and on the same basis as Commercial
Customers are charged for similar services. Company shall also remove, without charge, all grit
and screenings from City's wastewater plant as scheduled by Company and City. Commencing
with the expiration of City's current sludge hauling agreement with Total Waste Systems,
Company shall remove and dispose of, for the charge contained in Exhibit E, all sludge from
City's wastewater plant as scheduled by Company and City.
5.14 Outreach and Public Education. Company shall execute a public awareness
campaign for recycling by Residential and Commercial Customers, which campaign will include
an up to date Web Site that includes educational information, a business waste reduction
program, a school Recycling program and a flyer in Company's billing statements (or posted on
Company's website) not less than every six months. City shall provide Company with free space
at all City -sponsored events to promote the campaign. Additional activities shall be available at
additional cost by mutual agreement of the parties. Company shall also provide each new
Customer with a packet of information regarding the curbside Recycling and Green Waste
programs, and, if in effect, a Food Waste program, as well as information cards to be used in the
event that a Customer places materials out for Recyclables, Green Waste or Food Waste
collection that are not acceptable as set forth in this Agreement. Such card shall be left with the
1101
Customer's container or bin and shall inform the Customer why the materials were not picked
up.
5.15 Fall Leaf Collection. Company shall provide all Customers with reasonable leaf
collection without charge during the week after Thanksgiving each year in Containers and/or
bags approved or provided by Company. City shall prepare and pay for an insert in all Customer
billing advertising this service.
5.16 Spring Clean-up Week. Company shall provide all Customers with reasonable
Green Waste collection during the third week of April each year, including the collection of tree
branches not to exceed six (6) inches in diameter or four (4) feet in length.
5.17 Additional Services. Company shall provide additional services upon request of
City, or upon the proposal of Company as approved by City pursuant to Section 5.19 below,
subject, if the costs incurred by Company to provide such services increase, to the establishment
by mutual written agreement of a reasonable service Rate therefor.
5.18 Permits and Licenses. Company shall obtain and maintain throughout the term of
this Agreement all permits, licenses and approvals necessary or required for Company to perform
the work and services described herein. City shall reasonably cooperate with Company in
connection with obtaining or renewing such permits, licenses and approvals.
5.19 Diversion Requirements. In an effort to assure City's continuing compliance with
the current and any future diversion requirements set forth in the California Integrated Waste
Management Act of 1989, as amended ("AB 939"), Company shall propose and implement
various recycling, Solid Waste reduction, public education and reporting programs for City and
its residents, subject to City taking all actions necessary to implement such programs and
approving reasonable service rate increases needed, if any, in connection therewith.
6. Rates.
6.1 Establishment of Rates. The service rates specified in Exhibit E to this
Agreement (the "Rates") shall take effect on the Effective Date, subject to approval by the City
Council and compliance with the notice and hearing requirements in Article XIII.D of the
California Constitution and Government Code Sections 53750 et seq. (collectively, "Proposition
218"). Such Rates shall be adjusted pursuant to Sections 6.2, 6.3, 6.4 and 6.5 below, subject to
compliance with the notice and public hearing requirements of Proposition 218 as provided in
such Sections. The parties' agreement to subject the Rates and certain adjustments thereto to the
notice and public hearing requirements of Proposition 218 is precautionary only and shall not be
deemed an admission that Proposition 218 applies to the Rates or such adjustments. Company
shall not charge any amount in excess of the approved Rates for services required by or
permitted under this Agreement.
6.2 Modification Based on Consumer Price Index, Fuel Index, Recycling Reduction
and Certain Pass Through Costs.
11
(a) Adjustment Calculation. Each Rate shall be adjusted January 1st every
year, beginning January 1, 2013 ("Rate Adjustment Date") to reflect changes in the CPI, the Fuel
Index, the amount paid to Company by PRS for Recyclables and certain Pass Through Costs by a
percentage determined in accordance with the Curbside Rate Calculation attached hereto as
Exhibit C (the "Calculation").
(b) Definitions. For purposes of Rate adjustments pursuant to this Section 6.2
and the Calculation, the following terms shall have the following meanings.
(i) "Base Fuel Costs" means Company's actual costs for diesel and
other fuels used in performing services under this Agreement for the year ended December 31,
2010 or $200,641.15.
(ii) "Base Revenue" means Company's total revenue received from
Customers during the Comparison Year.
(iii) "Base Year" means the year ended June 30th one year prior to June
30th of the Comparison Year.
(iv) "Comparison Year" means the year ended June 30th immediately
prior to the relevant Rate Adjustment Date.
(v) "Commercial Oversight Fees" means the total amount of commercial
oversight fees, including any fees or charges adopted to replace or supplement such fees, paid by
Company to City in accordance with Section 4 and 6.6 during the Comparison Year.
(vi) "CPI" means the Consumer Price Index, All Urban Consumers,
U.S. City Average, All Items (1982-1984=100), published by the United States Department of
Labor, Bureau of Labor Statistics.
(vii) "Disposal Fees — Garbage" means the actual Disposal Costs paid by
Company to SWS for Solid Waste delivered by Company to the Transfer Station during the
Comparison Year.
(viii) "Disposal Fees — Green Waste" means the actual Processing Costs
paid by Company to CCC, PRS or any other Authorized Facility for Green Waste delivered by
Company to the CCC facility, the PRS Facility or such Authorized Facility, respectively, during the
Comparison Year.
(ix) "Fuel Costs" means Company's actual costs for diesel and other
fuels used in performing services under this Agreement during the Comparison Year.
(x) "Fuel Index" means the California No.2 Diesel Retail Sales by all
Sellers (Dollars Per Gallon) published by the U. S. Energy Information Administration.
(xi) "Landfill Closure Costs" means the total amount of landfill closure
fees, including any fees or charges adopted to replace or supplement such fees, paid by Company
to City in accordance with Section 4 and 6.6 during the Comparison Year.
(xii) "Recycle Credit" means the product of (A) the average monthly
weighted average price (AMWAP) per ton PRS is required to pay to Company under the
Recycling Agreement for Source Separated Recyclables collected by Company curbside from
Residential Customers during the Comparison Year, but not less than $5.00, times (B) the total
tons of such Recyclables so delivered by Company to PRS and accepted by PRS during the
Comparison Year; provided, however, that if the amount of Recyclables rejected by PRS under
Section 2 of the Recycling Agreement averages over any consecutive six month period more
than 5% of the total Recyclables delivered to PRS ("the Acceptable Rejection Rate"), the credit
shall include AMWAP, but not less than $5.00, times the tons of Recyclables rejected by PRS
12
for that same six month period in excess of the Acceptable Rejection Rate.
(xiii) "Total Costs" means all of Company's costs to provide Collection
services under this Agreement, including, without limitation, labor costs, vehicle and vehicle -
related costs, maintenance, insurance, and transportation costs, Fuel Costs and Pass Through
Costs.
(c) Rules. For purposes of Rate adjustments pursuant to this Section 6.2 and
the Calculation, the following rules shall apply.
(i) "CPI Change" shall be calculated as one hundred percent (100%)
of the percentage increase or decrease, if any, in the CPI during the Comparison Year, using the
CPI published for June of such Year as compared with the CPI published for June of the Base
Year.
(ii) "Fuel Index Change" shall be calculated as one hundred percent
(100%) of the percentage increase or decrease, if any, in the Fuel Index from June of the Base
Year through June of the Comparison Year; provided, however, that, notwithstanding Section
6.2(b)(iii) above, "Base Year" for purposes of the Fuel Index Change shall mean the year ended
June 30, 2010; and, provided, further, that the Fuel Index Change adjustment (i.e., Fuel Index
Change multiplied by Base Fuel Cost) for any Rate Adjustment Date shall be calculated after
removal of such adjustment for the prior Rate Adjustment Date.
(iii) Each adjustment element in the first part of the Calculation will be
grossed up for the corresponding increase or decrease in Franchise Fees and Billing Fees (where
applicable) resulting from such adjustment, other than the CPI adjustment.
(iv) Rate adjustments for changes in Commercial Oversight Fees or
Landfill Closure Costs that take effect on a date other than January 1St, as well as changes in
other Pass Through Costs, will be determined under Section 6.3 below and not under this Section
6.2.
(d) Procedure. The procedure for Rate adjustments under this Section 6.2
shall be as follows:
(i) Not later than August 15th of each year, Company shall file with
the City Manager a written notice of intention to adjust each of the then current Rates effective
as of January lst of the next year in accordance with Section 6.2(a) through (c) above.
(ii) Within sixty (60) days of the filing of the notice of intention, the
City Manager shall review the notice and either confirm that the proposed Rates are within the
limit of Section 6.2(a) though (c) above or establish by mutual agreement with Company any
necessary changes to the proposed Rates to make such confirmation.
(iii) The City Manager shall promptly inform the City Council in
writing of the new Rates determined in accordance with this Section 6.2, with any new Rates to
become effective on the following January 1 st.
(iv) In the event that the CPI or the Fuel Index described in Section
6.2(b) above shall be discontinued or materially modified during the term of this Agreement, the
parties shall together select a replacement index and/or otherwise change Section 6.2(b) above so
as to replicate, as nearly as possible, the mutual intention of the parties to rely on the results of
the relevant index described in Section 6.2(b) as in effect on the date hereof.
6.3 Modification Based on Changes in Pass Through Costs. In addition to adjustments
under Section 6.2 above, each Rate shall be adjusted to reflect changes in Pass Through Costs
13
that are not the subject of Rate adjustments pursuant to Section 6.2 above, as follows. Using the
section of the Calculation entitled "Revenue Base," each Rate shall be increased by an amount
equal to the increase in applicable Pass Through Costs, and decreased by an amount equal to the
decrease in applicable Pass Through Costs, in each case so as to cause all the Rates to
compensate for such change in Pass Through Costs as of the date such change becomes effective
and either payable by or a benefit to Company, and taking into account the increase or decrease
in Franchise Fees and/or Billing Fees payable in respect of such change.
6.4 Five Year Review. Once every five (5) years (beginning no later than April 2,
2016 for purposes of adjusting the Rates effective January 1, 2017), City shall conduct a review
for the purpose of determining whether or not the automatic adjustments provided in Sections 6.2
and 6.5 have adequately adjusted the rates to cover the actual increase or decrease in the
Company's reasonable operating costs or have exceeded those costs and whether the Rates
remain fair to the ratepayer and the Company. Depending on the results of that review the City
may increase or decrease the rates. City shall complete each such review and adjustment, if any,
at least three months (3) prior to the beginning of such year (by September 30, 2016 in the case
of the first such review), and Company shall cooperate with such review. In conducting each
such review, City shall consider the following information: financial records of Company
(including operating expenses and Disposal, Processing, Regulatory and other costs of Company,
and Company revenues), the factors described in Section 6.5 below, and rates charged for
comparable services in similar communities. Increases or decreases in the Rates pursuant to this
Section 6.4 shall be subject to the notice and public hearing requirements of Proposition 218.
6.5 Modification Based on ExtraordinarImo. In addition to adjustments under
Sections 6.2, 6.3 and 6.4 above, Company may request an increase in the Rates if Company's
costs increase or its revenues decrease solely as the result of extraordinary circumstances beyond
its control that could not have been reasonably anticipated by Company (such as a Change in
Law) and if the increase in costs or decrease in revenues unavoidably adversely affects
Company's opportunity to operate at a reasonable profit. Company shall have the burden of
producing evidence reasonably satisfactory to City demonstrating its need for a rate increase
prior to the regular Five Year Review pursuant to Section 6.4 above. The City Council shall
consider the request in good faith. Any such increase shall only be approved through the notice
and hearing requirements in Proposition 218.
6.6 Billin . Company shall bill all Commercial and Institutional Customers
(as well as those Residential Customers that it currently bills hereunder as listed in
Exhibit G ) directly for all Solid Waste, Recyclables and Green and Food Waste
Collection services hereunder. City shall bill all Residential Customers (except those
currently billed by Company as approved by City) for all Solid Waste, Recyclables
and Green and Food Waste Collection services hereunder. Each Commercial or
Institutional Customer will be billed for one (1) month of service in advance upon
commencement of service, and thereafter for one (1) month of service in arrears.
Interest of one percent (1%) per month or the highest rate permitted under
applicable law, whichever is less, shall be applied to any past due amounts from all
14
Customers until paid in full. Amounts shall be past due if not paid within thirty (30)
days of billing. Company shall have the right to refuse service to any Customer that
is more than sixty (60) days delinquent on his, her or its account; provided, however,
that if the City is forced to take enforcement action against a Customer who has been
refused service, Company shall pay the City's costs to take such enforcement action
as is necessary to protect public health and safety. Company shall pay City three
percent (3%) of the amount billed by City to Residential Customers as a billing fee.
City shall pay to Company all amounts billed to Residential Customers, less Billing
Fees, Franchise Fees, commercial oversight fees and landfill closure costs (in
accordance with Section 4 above), and a delinquency allowance equal to one-half
percent (0.5%) of such billings, monthly within thirty (30) days of the end of the
calendar month for which the Residential Customers are billed. When permitted by
the City's accounting software, the City will reconcile the amount held by City as a
delinquency allowance at the end of each calendar quarter and shall pay Company,
within thirty (30) days after the end of such quarter, the portion of such amount that
exceeds the actual delinquent billings for such quarter.
6.7 Proposition 218. Notwithstanding any other provision in this Agreement, in the
event that the Rates or any modifications thereof are invalidated by a final non -appealable
judgment in a court action challenging them as in violation of Proposition 218, and Company's
operating costs exceed its revenue for a continuous period of six months since the date of the last
Rate adjustment, Company shall have the right, exercisable by written notice to City within
ninety (90) days after the entry of such judgment, to terminate this Agreement effective One
Hundred Twenty (120) days after City's receipt of such notice.
7. Provisions Applicable to Equipment and Personnel.
7.1 Company shall use in connection with transportation of Solid Waste modern
motor dump trucks with water tight bodies, sufficient in number and capacity to efficiently
perform the work required by this Agreement. Company shall keep the outside of the truck
bodies free from dirt and filth, and shall clean the inside of the trucks in a sanitary manner on a
regular basis. Suitable measures shall be taken to prevent refuse from falling into public streets
or places. Company shall keep all trucks freshly painted in a uniform manner, and the firm name
or logo, telephone number, and truck number of each truck shall appear in a conspicuous
manner. Company shall keep all trucks in good maintenance and repair, regularly inspect same,
and keep accurate records of all vehicle maintenance.
7.2 Company shall not litter premises in the process of making collections nor allow
refuse to blow or fall from any vehicle used for collections. Company shall clean up any and all
spills, including oil and debris on the streets, resulting from its operations. Should Company fail
to promptly clean up such spills resulting from its operations after notice from City, Company
shall be liable to City for all reasonable costs incurred by City in doing so.
7.3 Company shall provide suitable operational and safety training for all of its
15
employees who utilize or operate vehicles or equipment for Collection of Solid Waste or who are
otherwise directly involved in such Collection. Company shall use its best efforts to assure that
all employees present a neat appearance, conduct themselves in a courteous manner, and perform
the work as quietly as possible. Company shall also designate one or more qualified employees
as supervisors of field operations, who will devote a substantial portion of their time in field
checking Collection operations, including responding to complaints.
7.4 City officials shall at all times have access on 24 hours' prior written notice to
inspect Company's work during operations and Company's facilities for purposes of ascertaining
full knowledge respecting the conduct of Company's operations.
8. Records and Reports.
8.1 Company shall keep and maintain accurate books and records in accordance with
the most recently adopted Accounting Standards Codification of generally accepted accounting
principles by the Financial Accounting Standards Board clearly showing its revenues and
expenses in connection with the operations provided for in this Agreement. Company shall
maintain records accounting by category for the tonnage of Solid Waste, Green Waste, Food
Waste and Source Separated Recyclables Collected pursuant to this Agreement on a monthly,
quarterly and annual basis.
8.2 Every three (3) months after the Effective Date through the date which applies for
purposes of measuring compliance with the diversion requirements of AB 939, Company shall
supply City with a written report setting forth Company's best estimate of the diversion rate as of
the end of the most recent month. Company shall also supply City with such related information
as City may reasonably request and as Company possesses or is required by this Agreement to
possess concerning such estimate.
8.3 Every three (3) months after the Effective Date, Company shall provide City with
a written financial report on the amounts billed by Company to each Multi -Family Residential,
Commercial and Institutional Customer and the amounts paid by such Customer.
8.4 Not later than March 31 each year, or when otherwise requested by City,
Company shall provide City with a complete customer list for all Customers with the service
type, billing rate, and name and address of each Customer.
9. Hold Harmless and Insurance.
9.1 Company shall indemnify and hold harmless City, its City Council, boards,
commissions, officers, agents, representatives and employees from any and all actions, claims or
damages brought for or on account of injuries to or death of any person or damage to property of
all kinds resulting from or arising out of the operations of Company, its officers, agents,
employees or servants pursuant to this Agreement. The duty of Company to indemnify and hold
harmless shall include the duty to defend as set forth in California Civil Code Section 2778.
9.2 Company shall have in effect during the term of this Agreement, workers'
compensation and employer liability insurance providing full statutory coverage.
9.3 Company shall take out and maintain during the term of this Agreement liability
insurance for the following types and minimum amounts:
(a) General liability, including comprehensive form, premises operations,
products/completed operations, hazard, contractual insurance, broad form property damage,
independent contractors and personal liability, with limits for bodily and property damage
combined of $500,000 each occurrence and $500,000 aggregate.
(b) Automobile liability, including comprehensive form, owned, hired and non -
owned, with a limit of $1,000,000 for bodily injury and property damage combined.
(c) Excess liability, umbrella form with the same scope of coverage and
exclusions as the underlying policies, with a limit for bodily injury and property damage
combined of $5,000,000 each occurrence and $5,000,000 aggregate.
(d) Pollution and remediation liability with limits in an amount of not less than
one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual
aggregate insuring against loss, the cost of remediation and legal defense as a result of pollution
conditions arising out of the collision, upset or overturn of Company vehicles in conjunction
with this Agreement.
Insurance certificates and policy endorsements evidencing the required coverage shall be
filed with City and shall be subject to approval by the City Attorney. City, its City Council,
boards, commissions, officers, agents and employees shall be named as additional insureds on
any such policies of insurance which shall also contain a provision that the insurance afforded
thereby shall be primary. No such policy shall be cancelled or modified except upon thirty (3 0)
days' prior written notice to City. Insurance is to be placed with admitted California insurers with
an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and
AMB -1 for short-term credit rating.
9.4 Company shall post a $300,000 performance bond or financial instrument
reasonably acceptable to the City Manager as security for Company's faithful performance of
each and every term, covenant and condition of this Agreement to be performed by Company,
provided that the cost of such bond or other instrument shall be included in Company's
Collection Costs for rate making purposes.
10. Remedies upon Default.
10.1 Company shall be deemed in default in the event Company defaults in the
performance of any of the duties to be performed by it under the terms of this Agreement and
fails to cure the default as further provided in this Section 10.1. City shall give Company written
notice, either by mail or by personal service, setting forth the default. Company shall correct
such default within thirty (30) days after receipt of such notice (within seven (7) days if City
determines that the public health or safety is at risk) unless the default cannot, by its nature, be
cured within said period, in which case the cure period shall be extended for such additional time
as is reasonably necessary to effect a cure, provided that Company shall commence efforts to
17
effect a cure as soon as practicable and shall diligently pursue the cure to completion.
10.2 In the event Company's default described in Section 10.1 is of a material
provision of this Agreement and is not cured as set forth in Section 10.1 or if Company has
committed Multiple Breaches (defined to mean three or more defaults of material provisions of
this Agreement within an eighteen (18) month period, whether cured or not) ("Material Default")
City shall have the following remedies:
10.2.1 Liquidated Damages. The parties acknowledge that City will incur
damages as a result of a Material Default, and that such Material Default may not warrant
termination of this Agreement. The parties agree that as of the time of the execution of this
Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages
which shall be incurred by City as a result of a Material Default. The factors relating to the
impracticability of ascertaining damages include, but are not limited to, the fact that: (i)
substantial damage results to members of the public who are denied services or denied quality or
reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of
the benefits of the Agreement to individual members of the general public for whose benefit this
Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of
measurement in precise monetary terms; (iii) that exclusive services might be available at
substantially lower costs than alternative services and the monetary loss resulting from denial of
services or denial of quality or reliable services is impossible to calculate in precise monetary
terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at
best, a means of future correction and not remedies which make the public whole for past
breaches. Liquidated damages shall be the City's exclusive damages remedy for any individual
Material Default which does not result in termination of this Agreement by City. The amount of
liquidated damages is $1,000 for each day the Material Default continues after Company fails to
cure until it is either cured or the City terminates this Agreement_
10.2.2 Franchise Termination. Without further notice and without suit or
other proceedings, City may cancel and annul the rights and privileges of this Agreement upon a
Material Default. In the event of termination of this Agreement for Material Default, City shall
have the right forthwith to grant a franchise to another scavenger service or to take possession of
trucks and other equipment of Company used to perform work under this Agreement. City shall
have the right to retain possession of the trucks and equipment until other suitable trucks and
equipment can be purchased or otherwise acquired by City for the purpose and City shall pay
Company the reasonable rental value of such trucks and equipment, and keep them in good
maintenance and repair, during the time the same are used by City. City shall also have access to
Company's records for the purpose of billing service accounts during the period City is providing
the services described in this Agreement, and shall retain all fees collected for such services.
10.2.3 Other Remedies. Upon termination of this Agreement based on a Material
Default, City shall have all other remedies in law or equity for such Material Default.
10.3 If a dispute arises between City and Company regarding fees or any other term or
provision of this Agreement, the parties agree to meet and confer in good faith to resolve the
18
dispute. Either party may request to meet and confer by written notice to the other party.
Alternatively, the parties may agree to participate in non-binding mediation. If the dispute is not
resolved within thirty (30) days after the written request to meet and confer has been given or
after the parties have agreed to non-binding mediation, the matter, other than an action seeking
specific performance or other equitable relief, damages of Twenty Five Thousand Dollars
($25,000) or less, or indemnification or insurance coverage pursuant to Section 9, shall be
submitted to non-binding arbitration in accordance with Title 9 of the California Code of Civil
Procedure, commencing with Section 1280, before a single neutral arbitrator ("Arbitrator") in
Mendocino County. The Arbitrator shall be an attorney with at least ten (10) years' experience
or a retired judge (or a person having comparable qualifications) and shall be mutually agreed
upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be
appointed by the superior court in accordance with Cal. Code Civ. Proc. § 1281.6. The fees and
expenses of the Arbitrator shall be borne equally by the parties.
In the event such non-binding arbitration does not resolve the matter and in any other
dispute that results in any court action, the parties waive any right to a jury trial and agree that
any such action shall be filed in the federal or state courts in or for Mendocino County, each
party hereby consents to the jurisdiction of and venue in such courts, the matter shall be
governed by the internal laws of the State of California (irrespective of choice of law principles),
and the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and
disbursements incurred in such action from the non -prevailing party.
10.4 If Company shall at any time during the term of this Agreement or any extension
thereof, become insolvent, or if proceedings in bankruptcy shall be instituted by or against
Company, or if Company shall be adjudged bankrupt or insolvent by any Court, or if a receiver
or trustee in bankruptcy or a receiver of any property by Company shall be appointed in any suit
or proceeding brought by or against Company, or if Company shall make an assignment for the
benefit of creditors, then and in each and every such case, and provided that such proceedings,
adjudication, appointment or assignment, as the case may be, continue in effect for ninety (90)
days without being vacated, removed or withdrawn, this Agreement shall immediately cease and
come to an end, and the rights and privileges granted shall immediately be cancelled and
annulled without notice or action required on behalf of City.
10.5 Notwithstanding any other provision herein, no default, delay or failure to
perform on the part of either party shall be considered a breach hereunder if such default, delay
or failure to perform is due to causes beyond such party's control, including, but not limited to,
riots, civil disturbances, actions or inactions of governmental authorities, epidemic, war,
embargoes, severe weather, fire, earthquake, acts of God, defaults by the other party or defaults
by carriers. In the event of any such default, delay or failure to perform, any dates or times by
which the affected party otherwise is scheduled to perform shall be extended for a period of time
equal in duration to the additional time required because of the excused default, delay or failure
to perform.
11. Assignment. Company shall not directly or indirectly, voluntarily or involuntarily assign,
mortgage, pledge or encumber any interest in all or a part of this Agreement without the prior
19
written consent of City. The City Council shall have the right to determine in its sole discretion
whether to approve, conditionally approve or deny any request by Company for approval under
this Section. Any action requiring City Council approval under this Section that occurs without
such approval shall give City the right to terminate this Agreement without prior notice to
Company or its successors or assigns. For purposes of this Section, any transaction involving the
transfer, sale or exchange of stock which results in a change in majority control of Company
from its owners as of the date hereof (excluding transfers between such owners and transfers by
any such owners to revocable living trusts for the benefit of their families) shall be an assignment
subject to City review and approval.
12. Waiver. The waiver by either party of any breach or violation of any term or condition of
this Agreement or of any provision of law by the other party must be in writing signed by the
party to be charged, and shall not be deemed to be a waiver of the term, condition or provision of
law, or of any subsequent breach or violation of the same or any other term, condition or
provision of law. The acceptance by City of any franchise fee or other fee or other monies which
may become due hereunder to City shall not be deemed to be a waiver of any preceding breach
or violation by Company.
13. Administration. The administration and enforcement of this Agreement shall be the
responsibility of the City Manager or a designated representative of that office. This section is
not intended to indicate or suggest the City Manager has the authority to grant, amend, or revoke
the franchise referenced herein. Nothing contained in this Agreement shall prohibit the City
Manager from seeking approval from the City Council for any decision the City Manager is
authorized to make under the terms of this Agreement.
14. Independent Contractor. Company, its employees and agents, are independent
contractors and not employees or agents of City.
15. Notices. Whenever a notice or document is required or permitted to be served or given
hereunder, it shall be deemed given or served when received if delivered by fax or email (with
acknowledgment of receipt), certified U.S. Mail, overnight courier (such as UPS or Federal
Express), or 48 hours after deposit in the U.S. Mail with first class postage affixed. Any such
document or notice shall be addressed as follows:
City: City Manager
Ukiah Civic Center
300 Seminary Avenue
Ukiah, California 95482
FAX:
Email:
Company: Ukiah Waste Solutions, Inc.
Attn: David M. Carroll, President
P. O. Box 60
Ukiah, California 95482
20
FAX:
Email:
or to such other person or address as may be specified from time to time in writing by either
party in accordance with this Section.
16. Amendments. This Agreement may be amended from time to time only by written
agreement between the parties signed by an authorized representative of each party. Either party
may at any time request that the service or other provisions in this Agreement be modified by
delivering written notice of its requested modifications to the other party. Within thirty (30) days
after receipt of any such request, the parties shall meet and negotiate in good faith on adopting
such requested modifications, including, without limitation, any change to the Rates necessitated
by such modifications, provided that nothing herein shall obligate either party to agree on any
such requested modifications.
17. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the
benefit of, the permitted successors and assigns of the parties.
18. Integration; Severability. This Agreement, including the Exhibits hereto, constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersedes all prior
or contemporaneous agreements between the parties, whether written or oral, relating to such
subject matter, including the Prior Agreement. If a court finds any provision of this Agreement
invalid or unenforceable as applied to any circumstance, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall remain in effect. The
parties further agree to replace such void or unenforceable provision with a valid and enforceable
provision which will achieve, to the extent possible, the economic, business and other purposes
of the void or unenforceable provision.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.
ATTEST:
Ukiah Waste Solutions, Inc.
By:
President
City of Ukiah
By:
City Manager
21
City Clerk
APPROVED AS TO FORM:
City Attorney
22
EXHIBIT A
WASTE MANAGEMENT STRATEGIC PLAN
The Next Generation of Waste Management
in Mendocino and Lake Counties
�5TE °, Strategic Waste Manageme nt Plan
�
06 C&S W, Solutions of California
u Ln P.O. Box 60
Ukiah, Ca 95482
OA%4tIF4
October 1' 2010
��
U/ itecd Septe/77ber 1, ZOI I
ntroduction & Purpose of the Plan
This plan presents our concepts for next
generation solid waste management
programs that are locally appropriate
These new programs supplement, not
replace, our existing recycling programs
C&S will investigate each program fully and
report back
Programs requiring a rate increase would
require approval of the jurisdiction(s)
Some may turn out to be feasible, others not
Plan Overview
The Plan is described in the following sections:
Section 1. Executive summary and plan overview
Section 2. Proposed new programs and activities
Section 3. Benefits of plan implementation
Section 1 . executive Summary and
Flan Overview
This Plan outlines along-term, comprehensive,
solid waste management strategy
It addresses all aspects of the municipal solid
waste stream
It offers innovative systems and processes to
recover and manage those materials and identifies
the benefits from doing so
It also identifies and provides new solid waste
management services for the communities served
by C&S
OF
Objectives
Our objectives in developing this Plan include:
Minimizing landfilling of collected municipal solid
waste (MSW)
Maximizing energy and resource recovery
Reducing greenhouse gas production
Creating jobs
Being practical and affordable
Allowing phased implementation as projects and
programs become viable
Elements- of the Plan
Tplan includes the following new programs:
Food waste collection and conversion
New Resource Recovery Facility to process MSW from Ukiah
Valley, and Lake County/Clearlake
Localized landfill disposal
Waste to energy
These programs supplement, not replace our
existing diversion programs
Some may be feasible, others not
They could be implemented on a phased basis, and
not necessarily in this order
M
Benefits of the flan
The new programs have the potential to:
Divert MSW -over 90% of the area's MSW (40,000 tons)
could be diverted from landfill each year
Produce Green Energy - 2,500 Kilowatts of clean,
renewable energy -enough to power over 3,600 homes
Providejobs - over 80 temporary and 25 on-going new
"green" jobs
Eliminate Greenhouse Gas - Remove approximately 65,000
tons per year of greenhouse gases, equivalent to taking
13,000 cars off the road or planting 14,000 acres of pine
forest annually
lection 2. Proposed New Programs
Food waste collection and conversion
New, Resource Recovery Facility to
process MSW from Ukiah Valley and Lake
County/Clearlake
Localizing landfill disposal
MSW energy conversion
Program #1 -Food Waste Collection
ando M unix pal Salid $u5te Sent to Landfill, 2007
Yard
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Food waste is the largest component of
our waste stream 0 8 to 22%)
Approximately 75% of food waste is from
commercial sources (restaurants,
commercial kitchens)
Initial activities include:
Food Waste Conversion System Feasibility Study
• In -vessel aerobic composting pilot program,
and
• Anaerobic digestion/fuel cell project
Demonstration food waste collection program
Implement full-scale collection and
diversion programs based on results
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01
Food Waste Option As. In-Vesse!
Aerobic Composting
Leading edge technology
Fully contained system that minimizes odor, air, and water
quality issues
Produces a high quality compost
Possible to start small and increase capacity in a modular
fashion
Feed stocks include food waste, green waste and other
locally available organic materials
food Waste Option E: Anaerobic
Digestion and Fuel Cell Power
Food Waste, fats, oils, grease and other organic materials can
produce Biogas Fuel
Fuel cells provide 50% more power from the same amount of
fuel in a conventional power plant
No pollution emissions
Project could be stand-alone or consolidated with wastewater
treatment bio -solids digestion
Significant grant funding available to offset costs
qn 1 1
'��LLnF
grogram #2 -
Facility (RRF)
Resource Recovery
Program
► Construct and operate Resource Recovery Facility
Consolidate Ukiah Valley and Lake
Cou nty/Cl earl ake waste
Locate at C&S's transfer station in Lakeport
Recovered recyclable materials shipped to Pacific
Recycling Solution's facility in Ukiah for
processing and shipment to markets
Post-RRF residue would be landfilled
Eastlake
Ukiah (if reopened)
12
Implementing the RRF could reduce
landfilling by an.additional 20 to 30%
Transfer Station
Proposed
Resource Recovery
Facility (RRF)
Current
Sanitary Landfill
Recyclables Markets
Program #3- Localization of
landfilling-Eastlake Landfill
Continue using for all Lake County MSW
Add Ukiah MSW on a multi-year contract
Provides significant funding for Lake County at
no additional cost to Ukiah customers
Provides long term disposal for Ukiah, with
flexibility to incorporate future opportunities
Program #3- Localization of
Landfilling -Ukiah Landfill
Investigate reopening Ukiah landfill
Different use options would be considered
Inerts only
Control inbound volumes to significantly extend
landfill life
Post-RRF residues
All Ukiah area waste
Lake County MSW to preserve Eastlake capacity
Prograirn #3- Localization of
Landfilling -Ukiah Landfill
Non-processible wastes from the Ukiah Transfer
Station saves hauling to a distant site
Some post-RRF residue could also be delivered
Advantages:
• Postpone closure 20+ years to avoid short-term
financial challenge.
• Reduces cost of transportation
• Lowers greenhouse gas emissions
• Provides localjobs
�F� 16
Program #4- Waste to Energy (WTE)
MSW remaining after food waste and RRF programs are
in place still has significant energy value
C&S will investigate feasibility of converting this
remaining MSW into energy
Recycling, composting, and digestion/fuel cell programs
would remain in place
Will consider the following state of the art technologies:
Anaerobic Digestion
Pyrolysis
Gasification
Siting in Leake County or Ukiah would be considered
Project could supply green power to Ukiah or others
Implement WTE when/if feasible
By phasing in Waite to energy, C&S could reduce
landfilling well beyond exiting programs
Transfer Station
Proposed
Current
Waste to Energy
I
I
I
I
I
I
I
1
1
I
I
I
I
Why consider Waste to energy?
Vendors eager to supply demonstration plants to prove
their technology
They will provide financing and operations
Subsidies and grants available to offset capital costs
All diversion programs (recycling, composting, etc) will
remain in place
75 to 99% additional reduction of landfill disposal
Source of reliable, base load renewable energy near
population centers and industrial loads
Reduced greenhouse gas and other emissions
Very low emissions if properly designed and operated
19
Section 3. Benefits of- the Plan
Implementation of these four (4) programs would:
Provide greater MSW Diversion from landfill
Localize all activities -no more reliance on distant
landfills owned by others
o Allow C&S and its local government partners to
determine the timing and location of all activities
o Extend landfill life
• Create new local jobs
• Provide clean, renewable energy
• Recover additional recyclable materials
• Reduce greenhouse gas emissiions
Enhance AB 939 and AB 32 Compliance
�F� 20
Annual Diversion From Plan Elements
a IN
Current Amount Landfilled
1. Food Waste
2. Resource Recovery
Facility
3. Localizing Landfilling
4. Waste to Energy
Total amount Diverted
Total amount Landfilled
TPY = tons per year
44,400 TPY
21700 TPY
13,300 TPY
Not Applicable
25,600 TPY
417600 TPY
2,800 TPY
6%
30%
Not Applicable
58%
94%
6%
21
the Plan Creates New Jobs
1 A. Food Waste -Compost 5 1
1 B. Food Waste-AD/FC 15 1
2. Resource Recovery Facility 15 6
3. Landfill Localization 1 1
4. Waste to Energy 50 20
Total 86 29
ILAR
22
Green Energy Production
The food waste digestion/fuel cell project
could produce approximately 300 kilowatts
Fho4gh to pottier over 400 homes
The waste to energy project could provide
approximately 2,200 kilowatts
&7ough to pottier about 3,200 homes
20.
23
The Plan Reduces Greenhouse has
and Helps Meet AB32 Requirements
GHG)
]A Food Waste Compost 8,000
1 B. Food Waste (AD/ FC) 8,600
2. Resource Recovery 20,200
Facility
3. Landfill Localization
4. Waste to Energy
Total
1 ,600 1 ,700
1 , 700 1 , 800
4,000 4,300
400 l Oi0 100
36,200
64,800 to
65,400 tons/yr
7,200 7, 700
12,900 to 13,800 to
13,000 cars 13,900 acres/yr
24
EXHIBIT B
RECYCLABLE MATERIALS AGREEMENT
EXHIBIT B
RECYCLABLE MATERIALS AGREEMENT
THIS RECYCLABLE MATERIALS AGREEMENT (the "Agreement") is entered into as of
_, 2011 by and between Pacific Recycling Solutions, Inc. ("Buyer") and Ukiah Waste
Solutions, Inc. ("Seller"). Seller and Buyer shall collectively be referred to herein as the "Parties."
WHEREAS, Seller is in the business of collecting and transporting solid waste and recyclable
materials; and
WHEREAS, Buyer wishes to purchase and Seller wishes to sell recyclable materials collected by
Seller.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein,
Seller and Buyer hereby agree as follows:
1. Recyclable Materials. During the term of this Agreement, Buyer agrees to purchase and
Seller agrees to sell all of the type(s) of recyclable materials identified in Exhibit A attached hereto and
incorporated herein collected by Seller curbside from single-family residences within the California City
of Ukiah ("Recyclable Materials"). The Recyclable Materials shall meet the standards and specifications
set forth in Exhibit A or such other standards and specifications as shall be agreed upon in writing by
Seller and Buyer.
2. Delivery; Inspection. Delivery of the Recyclable Materials shall be made from Seller to
Buyer's facility located at 4260 North State Street, Ukiah, California and/or 3501 Taylor Drive, Ukiah,
California, commonly known as the Materials Recycling Facility (the "MRF"), in accordance with a
schedule as agreed upon in advance by Buyer and Seller. Buyer shall be entitled to inspect the
Recyclable Materials and, in accordance with this Section, shall have the right to reject and return to
Seller any Recyclable Materials that are not in conformance with the standards and specifications set forth
in Exhibit A. Notice of rejection of non -conforming Recyclable Materials shall be given by Buyer to
Seller in writing prior to the close of business on the day Buyer receives such non -conforming Recyclable
Materials. Failure to provide written notice in accordance with the terms of the preceding sentence shall
forfeit Buyer's right to reject non -conforming Recyclable Materials. Buyer shall not be obligated to pay
the purchase price for non -conforming Recyclable Materials that are rejected in accordance with this
Section but shall bear all costs associated with inspecting, testing and rejecting any non -conforming
Recyclable Materials. Buyer shall provide monthly reports to Seller setting forth the amount by weight
and the percentage of Recyclable Materials rejected by Buyer.
3. Pricing; Pam. Buyer shall pay Seller the price per ton determined in Exhibit B
attached hereto and incorporated herein, but not less than $5.00, for each ton of Recyclable Materials that
is received and not rejected by Buyer in accordance with Section 2. The Recyclable Materials shall be
weighed at Seller's or Buyer's facility, as agreed by the parties, and proof of weight shall be provided to
Seller. Seller shall, on a monthly basis, transmit an invoice to Buyer showing the types and number of
tons of Recyclable Materials received by Buyer hereunder during the preceding month and the total
amount due therefor. Buyer shall remit to Seller the full amount due no later than the fifteenth (15th) day
of the month following the month in which Recyclable Materials were received by Buyer. Within thirty
(30) days after the end of each year of the term of this Agreement, the Parties shall conduct a true -up of
the amounts paid and the amounts owed hereunder, with UWS returning any overpayment to PRS and
PRS paying any underpayment to UWS. Each late payment shall be subject to a late fee of one and one-
half percent (1-1/2%) and shall bear interest at the higher of 10% per annum or the highest rate permitted
by applicable law until paid in full.
Page 1
4. Term, Default; Termination.
4.1 Subject to Section 9 below, the term of this Agreement shall be for a period
commencing on January 1, 2012 (the "Effective Date") and ending upon the expiration or termination of
Seller's Waste Collection Agreement with the City of Ukiah of even date herewith, including extensions,
subject to earlier termination on the terms herein.
4.2 If at any time either Party determines or becomes aware that the other Party is in
default under or has breached any of the terms of this Agreement, the non -defaulting Party shall provide
written notice to the other Party as to the nature of such default. If the defaulting Party fails to make any
payment due hereunder within five (5) days, and/or fails to cure any default in the performance of any
other obligation under this Agreement within thirty (30) days, after receipt of such written notice, the non -
defaulting Party shall have the right to terminate this Agreement upon giving written notice; provided,
however, that, other than for failure to make any payment hereunder, in the event the defaulting party
shows cause why it should be entitled to reasonable additional time to cure a default, the non -defaulting
Party shall allow such reasonable additional time to cure.
5. Representations and Warranties. In performing this Agreement, each of the Parties shall
fully comply with all applicable federal, state and local laws, ordinances, decisions, orders, rules or
regulations. Each of the Parties shall, and shall cause any carrier with which it contracts to, handle and
transport the Recyclable Materials in a safe and workmanlike manner and all of the Parties' driver
personnel and any carrier with which the Parties contract are, and shall at all times relevant to the
performance of this Agreement remain, properly licensed and otherwise fully qualified to perform the
services required hereunder. By the commencement date of this Agreement and throughout the term of
this Agreement and any extension thereof, each Party shall be duly licensed, permitted and authorized
pursuant to all applicable federal, state and local laws to handle and transport the Recyclable Materials
and each Party's facility or facilities will have been issued all licenses, permits and authorizations
required by all applicable federal, state and local laws to handle Recyclable Materials.
6. Indemnification. Each Party hereto (the "Indemnitor") hereby agrees to indemnify, hold
harmless and defend the other Party, and its owners, officers, directors, employees and agents
(collectively, the "Indemnitees"), from and against any and all liabilities, penalties, fines, forfeitures,
demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including
reasonable attorneys' fees (collectively, "Damages"), which any or all of the Indemnitees may hereafter
suffer, incur, be responsible for or pay out as a result of personal injuries, property damage, or
contamination of or adverse effects on the environment, to the extent directly or indirectly caused by, or
arising from or in connection with the breach of any representations and warranties set forth in this
Agreement of, the Indemnitor, or any negligent or intentional actions or omissions or willful misconduct
of the Indemnitor, its employees, officers, owners, directors or agents in the performance of this
Agreement or the transportation, handling or disposition of the Recyclable Materials by the Indemnitor,
its employees or subcontractors. Such indemnity shall be limited to exclude Damages to the extent they
arise as a result of any negligent or intentional actions or omissions or willful misconduct of the
Indemnitees or their employees, officers, owners, directors or agents. If any claims indemnified against
under this paragraph have the potential for coverage under any insurance, then the indemnities set forth in
this Agreement shall apply only to the extent the amount of any indemnified claim exceeds all amounts
collected under any insurance covering such claim. Before pursuing recovery under this indemnity, the
Indemnitees shall exhaust all recovery available for such claim from insurance.
Page 2
7. Insurance. Each of the Parties shall obtain and maintain during the term of this
Agreement commercial general liability insurance which conforms to the industry standard for the
services being performed by each hereunder and workers' compensation insurance that complies with
applicable state statutory requirements.
8. Assignment. This Agreement shall be binding upon the successors and assigns of the
Parties hereto; provided, that no assignment of this Agreement shall be binding upon the other Party
without the other Party's consent, which consent shall not be unreasonably withheld or delayed; and
provided further, that no assignment shall be valid and binding which endeavors to relieve the assigning
Party of any obligations to make payments hereunder which accrued prior to the date of assignment or in
which the assignee does not affirmatively agree, in writing, to assume all obligations of the assignor under
this Agreement.
9. Force Majeure. Except for the obligation to pay for Recyclable Materials received by
Buyer, the performance of this Agreement may be suspended to the extent that and for so long as either
Party's obligations hereunder are delayed or hindered by a cause or causes beyond the reasonable control
of such Party. Such causes shall include, but not be limited to, acts of God, landslides, lightning, forest
fires, storms, floods, freezing, earthquakes, civil disturbances, strikes, lockouts or other industrial
disturbances, acts of the public enemy, wars, blockades, public riots, breakage, explosions, or other
similar causes.
10. General Provisions.
(a) No waiver by either Party of any one or more defaults or breaches by the other in
the performance of this Agreement shall operate or be construed as a waiver of any future defaults or
breaches, whether of a like or different character. If any provision of this Agreement is declared invalid
or unenforceable, then such portion shall be deemed to be severable from this Agreement and shall not
affect the remainder hereof.
(b) This Agreement and all Exhibits hereto represent the entire understanding
between the Parties and no representations, statements or agreements, unless agreed to by the parties in
writing, shall modify, change, amend or otherwise affect the obligations undertaken in this Agreement.
This Agreement supersedes, as of the Effective Date, the prior Recyclable Materials Agreement between
the Parties and Solid Wastes Systems, Inc. dated November 1, 2007, and may only be amended by a
written agreement executed by Seller and Buyer.
(c) All notices under this Agreement shall be in writing and shall be effective if
delivered personally or sent by certified mail, postage prepaid, or by overnight carrier or confirmed
facsimile to the addresses set forth on the signature page hereto or to such other address as either Party
shall specify by written notice so given. Any notice sent by mail shall be deemed given and received
three (3) business days after the date deposited in the mail. Any notice given by personal delivery or sent
by overnight carrier or confirmed facsimile shall be deemed given upon receipt.
(d) The validity, interpretation and performance of this Agreement shall be governed
and construed in accordance with the internal laws of the state of California, irrespective of choice of law
principles, and applicable federal laws and regulations.
(e) The City of Ukiah shall be considered a third party beneficiary of this
Agreement.
EXECUTED and effective as of the Effective Date.
Page 3
Pacific Recycling Solutions, Inc. Ukiah Waste Solutions, Inc.
By:
Its:
By:
Its:
Address for receipt of notices: Address for receipt of notices:
Page 4
WN 1111_M_I,
TYPES STANDARDS & SPECIFICATIONS OF RECYCLABLE MATERIALS
Material Specifications
During the course of operations, any changes to the material specifications for any inbound commodity
will be agreed to by both Parties prior to introduction of the new commodity.
Residential Materials
Materials collected through curbside recycling include: glass bottles and jars, tin and aluminum cans,
aluminum foil, plastic food and beverage containers (#1-#7) and milk and juice cartons, newspaper, OCC,
magazines, junk mail, chipboard, white and office paper, and telephone books. Inbound materials may
not contain more than 5% reject material.
Commercial Materials
Clean Corrugated Containers
Consists of baled or loose corrugated containers having liners of either test liner, jute or kraft.
Prohibitive materials..............................................1%
Total Outthrows may not exceed................................5%
Mixed Office Paper
Consists of office fiber waste including envelopes, files, file folders, white ledger, color ledger, CPO,
copy paper (coated or uncoated), brochures, forms and associated staples, clips, bindings and bands.
• Prohibitives include glass, food, shredded paper, restroom waste and hospital waste.
• Total outthrows may not exceed 5%.
Page 5
Pacific Recycling Solutions, Inc.
Base Curbside Composite Market Value Grid
%
Scrap
CRV
Weighted
Composition
Commodity
Value/Ton
Value/Ton
Value/Ton
16.75%
OCC #11
$140.50
$23.53
23.07%
ONP #7
$155.00
$35.76
21.01%
Mixed Paper
$155.00
$32.57
0.53%
HDPE Color
$477.50
$120.00
$3.17
0.51%
HDPE Natural
$587.50
$120.00
$3.61
1.94%
PET
$626.50
$1,160.00
$34.66
1.25%
#3 - #7 MRP
$11.50
$0.14
1.82%
Tin
$150.00
$2.73
24.41%
Glass 3 Mix
($40.00)
$72.00
$7.81
0.71%
Alum Cans
$1,479.50
$2,700.00
$29.67
8.00%
Residuals
($74.50)
($5.96)
100.00%
$167.69
Pacific Recycling Solutions, Inc.
Drop Off Composite Market Value Grid
Transfer Station Drop Off
%
Scrap
CRV
Weighted
Composition
Commodity
Value/Ton
Value/Ton
Value/Ton
34.00%
OCC #11
$170.00
$57.80
0.00%
ONP #7
$0.00
$0.00
25.00%
Mixed Paper
$155.00
$38.75
1.00%
HDPE Color
$477.50
$120.00
$5.98
1.00%
HDPE Natural
$587.50
$120.00
$7.08
0.00%
PET
$0.00
$1,160.00
$0.00
5.00%
#3 - #7 MRP
$7.50
$0.38
30.00%
Rigid Plastic
$50.00
$15.00
0.00%
Tin
$0.00
$0.00
0.00%
Glass 3 Mix
$0.00
$72.00
$0.00
0.00%
Alum Cans
$0.00
$2,700.00
$0.00
4.00%
Residuals
($74.50)
($2.98)
100.00%
$122.00
EXHIBIT C
CURBSIDE RATE CALCULATION
Ukiah Waste Solutions Curbside Rate Components
Annual Adjustment Calculations
Effective Date January, 2012
TOTAL COSTS
Less: Fuel Cost
Less Disposal Fees - Garbage
Less Disposal Fees - Green Waste
Less City Landfill Closure Costs
Less City Commercial Oversight fee
Collection Costs before Recycle Credit
Recycle Credit
Collection COSTS Subject to CPI adj.
Revenue base
2010 Revenue
Fuel Cost
Disposal Fees - Greenwaste
Landfill closure cost
Commercial Oversight fee
Other Regulatory & Governmental Costs
Disposal Fees - Garbage
CPI adjustment
Total before franchise and billing fees
Franchise Fee
Billing Fee
Adjusted revenue
Revenue Increase
Rate increase as a percent 1 7.12
Page 1 of 4
Increase /
Decrease
Index
Allowed
$2,819,380.47
$200,641.15
Fuel
$
71,869.66
$693,250.45
SWS TS Gate
$
39,099.33
$72,000.00
Negotiated
$
-
$60,000.00
Set by City
$
-
$9,999.96
Set by City
$
-
$1,783,488.91
-$16,056.55
$1,767,432.36
CPI
$
62,920.59
$
173,889.58
TOTAL
Residential
Commercial
Roll Off
Total Revenue
29.44%
67.79%
2.77%
100.00%
$806,433.60
$1,856,695.20
$75,811.40
$2,738,940.20
$21,160.78
$48,719.59
$1,989.29
$71,869.66
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$11,512.12
$26,504.97
$1,082.23
$39,099.32
$18,525.88
$42,653.12
$1,741.59
$62,920.59
$857,632.38
$1,974,572.88
$80,624.51
$2,912,829.77
$5,976.75
$13,274.92
$542.03
$19,793.70
$1,195.35
$0.00
$0.00
$1,195.35
$864,804.48
$1,987,847.80
$81,166.54
$2,933,818.82
$58,370.88
$131,152.60
$5,355.14
$194,878.62
Rate increase as a percent 1 7.12
Page 1 of 4
Ukiah Waste Solutions Curbside Rate Components
Annual Adjustment Calculations
Effective Date January, 2012
Fuel - June to June (Fuel Index)
June 2010 June 2011 Index Increase (Decrease)
$3.102 $4.213 $1.111
Fuel %Change 35.82%
CPI - June to June (Index)
June 2010 June 2011 Index Increase (Decrease)
217.965 225.722 7.757
CPI % Change 3.56%
Transfer Station Fee (Disposal Fees - Garbage) Jan to Jan
January 2011 January 2012 Increase (Decrease)
$74.50 $78.70 4.200
Transfer Station Fee % Change 5.64%
Green Waste Disposal Fee (Disposal - Green Waste) Jan to Jan
January 2011 January 2012 Increase (Decrease)
$30.00 $30.00 $ -
Disposal Fee - Green Waste % Change 0.00%
Landfill Closure Costs Jan to Jan
January 2011 January 2012 Increase (Decrease)
$60,000.00 $60,000.00 $ -
Landfill Closure Costs % Change 0.00%
Commercial Oversight Fee Jan to Jan
January 2011 January 2012 Increase (Decrease)
$10,000.00 $10,000.00 $ -
Commercial Oversight Fee % Change 0.00%
Recycle Credit June to June
Tons Value/Ton Credit
June 2011 3,211.31 $5.00 $ 16,056.55
Recycle Credit $ 16,056.55
City Franchise Fee 15% 1 City Billing Fee - Residential Customers 3%
Page 2 of 4
Calculation to adjust fuel costs
Fuel Exhibit #1
Page 3 of 4
Fuel Revenue Adjustment Worksheet, based on Fuel Index change, June to June
Base Year Fuel Index and Cost
3.102
$200,641.15
2010 Actual
Index Change - New
vs. Base Year
1
Estimated Fuel index adjustment at June 2011
4.213 35.82%
$71,869.66
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2012 rate revision
$71,869.66
$0.00
Less: Prior Fuel Cost applied to rate
$272,510.81
Fuel Cost Allowed Year 1
Annual adjustment based on Fuel Index change, year to year (using example fuel index changes)
2
Estimated Fuel index adjustment at June 2012
4.630 49.26%
$98,835.83
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2013 rate revision
>I $26,966.17
$71,869.66
Less: Prior Fuel Cost applied to rate
$299,476.98
Fuel Cost Allowed Year 2
3
Estimated Fuel index adjustment at June 2013
3.940 27.01%
$54,193.17
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2014 rate revision
>I ($44,642.66)
$98,835.83
Less: Prior Fuel Cost applied to rate
$254,834.32
Fuel Cost Allowed Year 3
4
Estimated Fuel index adjustment at June 2014
4.330 39.59%
$79,433.83
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2015 rate revision
$25,240.66
$54,193.17
Less: Prior Fuel Cost applied to rate
$280,074.98
Fuel Cost Allowed Year 4
5
Estimated Fuel index adjustment at June 2015
5.410 74.40%
$149,277.02
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2016 rate revision
>I $69,843.19
$79,433.83
Less: Prior Fuel Cost applied to rate
$349,918.17
May be RESET during rate review process
6
Estimated Fuel index adjustment at June 20
4.870 57.00%
$114,365.46
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2017 rate revision
>I ($34,911.56)
$149,277.02
Less: Prior Fuel Cost applied to rate
$315,006.61
Fuel Cost Allowed Year 6
Page 3 of 4
Ukiah Waste Solutions Curbside Agreement
Adjustment Adjustment Index Cost
Cost/Rev Period Method Used Group
1,2
Fuel
Annual
100% of index change
eia Ca #2 Diesel Retail all sellers
Base Rate as Adjusted
Disposal - Solid Waste
Time to Time
Per TS (SWS) Agreement
N/A
Pass Through
1,2
Operations (all other costs)
Annual
100% of index change
CPI - US Cities CPI -U
Base Rate as Adjusted
3
Recycle Reduction
Annual
Per Recycle Agreement
Rec Market Value Grid - $5 base
Operating Cost Reduction
1,2
Green Waste Disposal
$30 / Ton
Annual
Up to CPI (Contractor Choice)
CPI - US Cities CPI -U
Base Rate as Adjusted
1,2,8
Food Waste Disposal (Comm)
Up to $40 / ton
Annual
Up to CPI (Contractor Choice)
CPI - US Cities CPI -U
Base Rate as Adjusted
4
City Franchise Fee
15%
Time to Time
City Action
N/A
Pass Through
4
City Bill Fee
3%
Time to Time
City Action
N/A
Pass Through
4
City Oversight Fee
$10,000.00
Time to Time
City Action
N/A
Pass Through
4
City Landfill Closure Fee
$60,000.00
Time to Time
City Action
N/A
Pass Through
6,9
TOTAL NET COST
Notes
1 Agreement should state mutually agreed upon Index if Index becomes unavailable
2 June to June change
3 Recycle Agreement with PRS renewable every 5 years with Base Market Value per mixed ton to provide for Rev sharing with City (reduction of operating costs).
4 Agreement should state initial rate, subject to change by City action
5 Exhibit of calculation to be made part of agreement
6 UWS requests new rate by Aug 15, City approves by Oct 15, Pub Notice given by Nov 1, Adjusted Rate goes into effect following January 1.
7 Agreement must provide for City Flow Control with language that directs flow to contractor facilities when available.
8 FOOD WASTE - UWS will implement a pilot and or full commercial food waste program in place by June 2013 provided proper permits can be obtained
Details still to be worked out.
9 Rate change is calced as follows: % annual adjustment X actual prior year (July to June) actual component cost = new funds needed / collection revenue
_ % adjustment per rate. New cost adj dollars (fuel, disposal, city fees etc..) need to be adjusted for city fees - CPI adj does not.
RE -OPENER - the contract should have a mutual re -opener for other new items
Page 4 of 4
EXHIBIT D
AGREEMENT FOR RECEIPT OF WOOD AND GREEN WASTE
EXHIBIT D
AGREEMENT FOR RECEIPT OF WOOD AND GREEN WASTE
THIS AGREEMENT FOR RECEIPT OF WOOD AND GREEN WASTE (the "Agreement") is
entered into as of _, 2011 ("Effective Date") by and between Pacific Recycling Solutions,
Inc., a California corporation ("PRS"), Ukiah Waste Solutions, Inc., a California corporation ("UWS"),
and Solid Waste Systems, Inc., a California corporation ("SWS"), with reference to the following:
A. PRS owns and operates a green waste and wood waste processing facility located at 4260
North State Street, Ukiah, California (the "Facility").
B. The Facility is fully permitted to accept and process Green Waste and Wood Waste, as
defined below ("Materials").
C. SWS is party with the City of Ukiah to that certain Amended and Restated Transfer
Station Agreement of even date herewith for the operation of the Ukiah Valley Transfer Station for the
receipt, collection, transportation and disposal of municipal, commercial and industrial solid waste (the
"TS Agreement"), and UWS is party with the City of Ukiah to that certain Waste Collection Agreement
of even date herewith for the collection and disposal of solid waste (the "Collection Agreement"). SWS
and UWS desire to enter into an agreement with PRS which will provide for disposal of approximately
10,000 tons annually of Materials at the Facility.
In consideration of the aforementioned recitals and upon the terms and conditions herein set forth,
the parties hereto agree as follows:
Definitions: The following terms shall have the respective meanings set forth below:
"Green Waste" shall mean green trimmings, grass, weeds, leaves, prunings, branches, dead
plants, brush, tree trimmings, dead trees, small wood pieces and other types of organic yard
waste, provided that dead trees and branches may not exceed six (6) inches in diameter and four
(4) feet in length.
"Wood Waste" shall mean clean pieces of unpainted and untreated wood.
"Process" shall mean handle, grind or chip and recycle Materials.
2. Agreement to Accept Materials: PRS agrees to accept and Process all Materials
collected at SWS's transfer station or collected by UWS, as provided for under the TS Agreement and the
Collection Agreement, and delivered by SWS or UWS to the Facility, on the terms herein.
3. Processing Rate: As consideration for the receipt and proper Processing by PRS of the
Materials delivered by SWS and UWS, SWS and UWS shall each pay PRS a fee of Thirty Dollars
($30.00) per ton for Materials received by PRS at the Facility from SWS and UWS, respectively, as
adjusted pursuant to Paragraph 4 herein (the "Processing Rate"). Fees shall be paid by SWS and UWS
within thirty (30) days of receipt from PRS of a written invoice detailing the amount of Materials received
by PRS for each month.
Adjustment of Processing Rate:
a. Adjustment based on CPI: PRS shall have the right, commencing on July 1, 2012 and
annually thereafter, to increase the Processing Rate by a percentage equal to the
percentage increase, if any, in the Consumer Price Index, All Urban Consumers, U.S.
City Average, All Items (1982-1984=100), published by the United States Department of
Labor, Bureau of Labor Statistics ("Index"), for the preceding year, using the Index
published for the month nearest the beginning and the month nearest the end of such year.
Notwithstanding any other provision herein, to the extent any government having
jurisdiction over the Facility should impose any fee or tax ("Government Tax") on the
Facility associated with the Processing of Materials, the Processing Rate shall be
increased by the amount of such Government Tax, either at the per ton rate of such Tax
or if such Tax is not assessed on a per ton basis, in the proportion that the total tonnage of
Materials PRS reasonably projects to accept from SWS an UWS during the period for
which the Government Tax will pertain compared with other users of the Facility. On
each adjustment of the Processing Rate, PRS shall deliver to SWS and UWS written
notice stating the adjusted Processing Rate.
b. Five year review: Every five years the parties shall review the gate fee to determine
whether changes in the market for green and wood waste warrant an adjustment in the
gate fee to account for changes in the cost of processing and the income produced from
processed green and wood waste.
5. Term of Agreement: This Agreement shall expire as to each of SWS and UWS on the
expiration of the TS Agreement or the Collection Agreement, respectively, including extensions, subject
to earlier termination, as follows. PRS, on the one hand, and either of SWS or UWS, on the other, shall
be entitled to terminate this Agreement in the event of the other party's material breach hereof unless such
breach is cured within thirty (30) days after written notice thereof. This Agreement shall terminate
automatically as to any party in the event of such party's insolvency, bankruptcy, assignment for the
benefit of creditors or other debt reorganization unless, in the case of bankruptcy, the petition is removed
or withdrawn within thirty (30) days.
6. Type of Waste: PRS shall only accept, and SWS and UWS shall only be entitled to
provide, Materials not containing any prohibited substances or hazardous waste. PRS shall be entitled to
inspect the Materials and reject and/or return to SWS or UWS any Materials that are not in conformance
with the standards set forth herein. Notice of rejection of non -conforming Materials shall be given in
writing prior to the close of business on the day PRS receives such non -conforming Materials at the
Facility. Failure to provide written notice in accordance with the terms of the preceding sentence shall
forfeit PRS's right to reject such non -conforming Materials. SWS or UWS shall bear all costs associated
with inspecting, testing and rejecting any non -conforming Materials. Each party agrees to comply with
all laws applicable to such party in the performance of its duties hereunder.
7. Amount of Waste to be Delivered: SWS and UWS shall deliver an aggregate minimum
of 30 tons per day and an aggregate maximum of 75 tons per day of Materials to the Facility.
8. Time of Delivery: SWS and UWS shall be entitled to deliver Materials to the Facility
six (6) days a week, Monday thru Saturday during normal operating hours.
9. Attorney's Fees: If any litigation is commenced between PRS and SWS or PRS and
UWS to collect any sums due under this Agreement, or concerning any provisions of this Agreement, the
2
prevailing party in such litigation shall be entitled, in addition to such other relief deemed appropriate by
the court, to reasonable attorney's fees and expenses incurred in connection with such litigation.
10. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of SWS, UWS and PRS.
11. Confidentiality: Neither party shall disclose the Processing Rate to any person except
with the express written permission of the other, which permission shall not be unreasonably withheld.
Without limiting the generality of the foregoing, PRS shall agree to allow SWS or UWS to disclose the
Processing Rate as may be reasonably requested or required by the City of Ukiah under the TS
Agreement or the Collection Agreement.
12. Counterparts: This Agreement may be executed in counterparts, and shall be effective
when fully executed by all of the parties. The parties agree to accept signatures transmitted by facsimile.
13. Third Party Beneficiaries: The City of Ukiah shall be deemed a third party beneficiary
of this Agreement.
IN WITNESS WHEREOF, this Agreement is entered into as of the date first set forth above.
PACIFIC RECYCLING SOLUTIONS, INC.
SOLID WASTES SYSTEMS, INC.
:
UKIAH WASTE SOLUTIONS, INC.
go
EXHIBIT E
INITIAL SERVICE RATES
Rate chart attached.
Ukiah Waste Solutions, Inc.
NEW 2012 GARBAGE COLLECTION RATE ADJUSTMENTS
SUMMARY OF RATE ADJUSTMENT FOR STANDARD SERVICES
YEAR 2012
Effective
Percentage Total Monthly Rate Per
Service Level
Current
Adjusted 2012
Adjustment
Adjustment
Gallon/Yard
Curbside Service
No Service
$
6.80
$
7.28
7.06%
No Service
$
4.41
$
4.72
7.03%
$
0.31
$ 0.472
10 gallon can rate
$
4.41
$
4.72
7.03%
$
0.31
$ 0.472
20 gallon can rate
$
9.26
$
9.92
7.13%
$
0.66
$ 0.496
32 gallon can rate
$
16.64
$
17.82
7.09%
$
1.18
$ 0.557
68 gallon can rate
$
39.30
$
42.10
7.12%
$
2.80
$ 0.619
95 gallon can rate
$
55.39
$
59.33
7.11%
$
3.94
$ 0.625
Other combinations - rate per gallon
$
0.64
$
0.69
7.14%
$
0.05
$ 0.690
Overstuffed can charge/Extra Stop
$
5.91
$
6.33
7.12%
$
0.42
n/a
1 yard bin rate
$
110.07
$
117.91
7.12%
$
7.84
$ 117.91
1.5 yard bin rate
$
130.08
$
139.34
7.12%
$
9.26
$ 92.89
2 yard bin rate
$
173.44
$
185.79
7.12%
$
12.35
$ 92.90
3 yard bin
$
260.16
$
278.68
7.12%
$
18.52
$ 92.89
4 yard bin
$
346.88
$
371.58
7.12%
$
24.70
$ 92.90
6 yard bin
$
520.32
$
557.37
7.12%
$
37.05
$ 92.90
Packout Service
No Service
$
6.80
$
7.28
7.06%
$
0.48
$
0.728
10 gallon can rate
$
6.80
$
7.28
7.06%
$
0.48
$
0.728
20 gallon can rate
$
11.62
$
12.45
7.14%
$
0.83
$
0.623
32 gallon can rate
$
20.38
$
21.83
7.11%
$
1.45
$
0.682
68 gallon can rate
$
47.87
$
51.28
7.12%
$
3.41
$
0.754
95 gallon can rate
$
69.16
$
74.08
7.11%
$
4.92
$
0.780
Other combinations - rate per gallon
$
0.73
$
0.78
7.14%
$
0.05
$
0.780
Overstuffed can charge/Extra Stop
$
6.80
$
7.28
7.06%
$
0.48
n/a
Pack out service is limited to the elderly and disabled
who apply directly through Ukiah Waste Solutions at 707-234-6400
Remote Area Service
Add to the Packout Service rate. $ 6.80 $ 7.28 7.06% $ 0.48 N/A
In areas with limited access, an additional fee is charged to fund the costs of special equipment and special handling necessary
to provide garbage pickup services. This fee is in addition to the "Packout Service" fee listed in this schedule.
Ukiah Waste Solutions, Inc.
2012 Rate Schedule
RESIDENTIAL / COMMERCIAL
New Rate
2012
includes tip fee
3.0 Yd 3 day rental
96.41
15.0 Yd 7 day rental
218.46
Plus $78.70 per ton tip fee
Residential Carts No Service
1-10
11-20
21-32
33-68
69-95
Gallons
218.46
2012 Rates Fee
1x/WK
lx/WK
1x/WK
1x/WK
1x/WK
284.46
Roadside 4.72
4.72
9.92
17.82
42.10
59.33
Replacement Key
11.38
Pack Out* 7.28
7.28
12.45
21.83
51.28
74.08
Roll Off or Bin Extra Day Charge
Remote** 14.56
14.56
19.73
29.11
58.56
81.36
• Pack Out service is limited to the elderly and disabled who apply directly through Ukiah
Waste Solutions @ 707-234-6400.
•• The additional charges of Remote service may be required for certain areas with difficult access.
Commercial Carts
2012 Rates
1-10
11-20
21-32
33-68
69-95
Gallon
1 Can - Ix/WK
4.91
10.28
18.50
43.72
61.62
1Can -2x/WK
41.12
97.33
136.96
1Can -3x/WK
68.70
149.24
208.48
2Cans -lx/WK
41.12
97.33
136.96
Commercial / Residential Bins
Yards
Number of pick-ups per week
Extra
2012 Rates
lx/WK
2x/WK
3x/WK
4x/WK
5x/WK
6x/WK
Pick-up
1.0
117.91
n/a
n/a
n/a
n/a
n/a
27.23
1.5
139.34
278.68
418.02
557.36
696.70
836.04
32.18
2.0
185.79
371.58
557.37
743.16
928.95
1,114.74
42.91
3.0
278.68
557.36
836.04
1,114.72
1,393.40
1,672.08
64.36
4.0
371.58
743.16
1,114.74
1,486.32
1,857.90
2,229.48
85.82
6.0
557.37
1,114.74
1,672.11
2,229.48
2,786.85
3,344.22
128.72
Extra p/u calculated at 1/wk divided by 4.33
Clean -Up Bins and Boxes
New Rate
2012
includes tip fee
3.0 Yd 3 day rental
96.41
15.0 Yd 7 day rental
218.46
Plus $78.70 per ton tip fee
20.0 Yd 7 day rental
218.46
Plus $78.70 per ton tip fee
30.0 Yd 7 day rental
218.46
Plus $78.70 per ton tip fee
Compactors
218.46
1 Plus $78.70 per ton tip fee
Misc Charges
New Rate
2012
Bulky Items (appliances, Lg Tires, Furniture etc..)
24.25
Plus tip fee
Tires - each - (Automotive or motorcycle)
5.11
Damage Cart Replacement
66.00
Additional Green Waste or R/C Cart
6.50
Extra Residential Pick-up
6.33
Extra Commercial Pick-up
11.82
Compactor Cleaning
284.46
Container Cleaning
102.41
Locking bin, one-time setup fee
32.43
Plus Materials
Replacement Key
11.38
Contamination Fee
32.48
Returned Check Fee
35.00
Roll Off or Bin Extra Day Charge
11.82
Exchange Cart Size
24.36
Rate to collect and dispose of sludge will be equal to or less than the current rate.
Customers billed by Ukiah Waste Solutions are billed as commercial customers.
Customers billed by the City of Ukiah are billed as residential customers.
ATTACHMENT �)
AMENDED AND RESTATED TRANSFER STATION AGREEMENT
TABLE OF CONTENTS
Page
Amended and Restated Transfer Station Agreement 1
1.
Operating Rights 1
2.
Definitions 2
3.
Term 5
4.
Operations 5
4.1 Receipt, Transfer and Disposal of Solid Waste 5
4.2 Buy -Back Recycling 6
4.3 Drop -Off Recycling 6
4.4 Household Hazardous Waste Recycling 6
4.5 Green Waste and Wood Waste 7
4.6 Food Waste 7
4.7 Reuse Facility 7
4.8 Unacceptable Waste Prohibited 7
4.9 Refusal of Waste 7
4.10 Title to Waste 7
4.11 Hours of Operation 8
4.12 Additional Services 8
4.13 Permits and Licenses 8
4.14 Applicable Law 8
5.
Landfill Fee 8
I
6.
Gate Rate and Other Service Fees
8
6.1 Establishment
8
6.2 Modification Based on Consumer Price Index, Fuel Index and
Certain Pass Through Costs
8
6.3 Modification Based on Changes in Pass Through Costs
10
6.4 Modification Based on Extraordinary Items
11
6.5 Billing
11
7.
Provisions Applicable to Equipment and Personnel
11
7.1 Equipment
11
7.2 Facility Maintenance
11
7.3 Transport of Materials
11
7.4 Staffing
12
7.5 Subcontractors
12
8.
Records and Reports
12
9.
Hold Harmless and Insurance
12
10.
Remedies Upon Default
13
11.
Assignment
15
12.
City's Options to Purchase Site, Improvements and Equipment
15
12.1 City's Options to Purchase Site and Improvements
16
12.2 Prior Termination
16
13.
Purchase or Lease of Site and Purchase of Improvements
16
13.1 Purchase of Site
16
11
13.2 Lease of Site
16
13.3 Purchase of Improvements
17
14. Waiver
17
15. Administration
17
16. Independent Contractor
17
17. Notices
17
18. Amendments
18
19. Successors and Assigns
18
20. Integration; Severability
18
Exhibit A — Agreement for the Receipt of Green and Wood Waste
20
Exhibit B — Strategic Waste Management Plan
21
Exhibit C - Legal Description of Transfer Station Site
22
Exhibit D — Rate Schedule
23
Exhibit E — Transfer Station Rate Calculation
24
Exhibit F — Transfer Station Lease
25
Exhibit G — Current Geographic Area Served By Transfer Station
26
iii
AMENDED AND RESTATED TRANSFER STATION AGREEMENT
This Amended and Restated Transfer Station Agreement (the "Agreement") is made as of
November _, 2011 ("Effective Date") by and between the City of Ukiah, a municipal corporation
(hereinafter "City"), Solid Wastes Systems, Inc., a California corporation (hereinafter "Contractor"), and
Yulupa Investments, LLC, a California limited liability company ("Owner"), with reference to the
following:
WHEREAS, Owner currently owns and Contractor currently operates the Ukiah Valley Transfer
Station located in Mendocino County pursuant to that certain Agreement dated November 20, 2001, as
amended April 17, 2002 and the Consent to Sale [Transfer Station Contract], dated October _, 2007,
collectively, the "Prior Agreement"; and
WHEREAS, Ukiah Waste Solutions, Inc. ("UWS"), a California corporation and an affiliate of
Contractor, collects all Solid Waste generated in City pursuant to that certain Waste Collection
Agreement with City of even date herewith (the "Collection Agreement"); and
WHEREAS, Contractor has proposed a capital -intensive, long-term Strategic Waste Management
Plan (the "Strategic Plan"), including, but not limited to, Contractor financed capital projects, for City and
the other customers Contractor and its affiliates serve that is designed to increase diversion of Solid Waste
from landfills, reduce greenhouse gasses, convert waste into energy, and create new jobs; and
WHEREAS, undertaking the Strategic Plan will require a long-term commitment of Contractor's
staff, time and capital; and
WHEREAS, the parties wish to continue to assure the health, safety and public welfare of City's
residents and businesses by providing efficient services for recycling and the disposal of all Solid Waste
generated in the City resulting in increased diversion pursuant to the terms of a long-term agreement that
amends and restates the Prior Agreement;
NOW, THEREFORE, in and for the mutual covenants herein and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Operating Rights.
1.1 Contractor shall have the exclusive right to operate, and shall operate, the Transfer
Station (as defined in Section 2 below) in accordance with the terms of this Agreement. Subject to any
limits imposed by applicable law, all Solid Waste generated in City shall be delivered to the Transfer
Station and Contractor shall be entitled to accept at the Transfer Station Solid Waste generated anywhere
within Mendocino County. Contractor shall also have the right to accept at the Transfer Station Solid
Waste generated outside of Mendocino County with City's prior written consent (which consent shall not
be unreasonably withheld and may be granted by City's City Manager), provided that Contractor shall
identify and keep records satisfactory to both California Department of Resources Recycling and Recover
("CalRecyle") and City, including the quantity and the jurisdiction of origin of such Solid Waste. Receipt
and disposal of such solid waste shall be subject to all of the applicable provisions of this Agreement,
including Contractor's obligation to indemnify and hold City harmless in any action related to the
acceptance of out of County Solid Waste, and the payment, if levied, of a City host fee per ton. During
the term of this Agreement, City shall not own, operate or authorize any facility that would compete with
the Transfer Station or Contractor's operation thereof, nor shall City issue any request for proposal for the
operation of the Transfer Station by any person other than Contractor except for any period after the
expiration or termination of this Agreement in accordance with its terms. Correspondingly, Owner,
Contractor and any Related Entity (as defined below) shall not accept at any facility owned or operated by
them Solid Waste originating from any source generated in the areas of Mendocino County described at
Exhibit G, which represents the Solid Waste, as of the November 1, 2011, that is received at the Transfer
Station, unless such Solid Waste has first passed through and paid Gate fees at the Transfer Station.
"Related Entity" means an entity in which Contractor or Owner, any of its shareholders, partners or
members, or their spouses, are owners, members, partners, or over which Owner, Contractor, their
shareholders, members or partners, or their spouses, otherwise exercise any ownership or control.
1.2 To the extent permitted by applicable law, City shall take such steps as may be
reasonably necessary to protect Contractor's rights under this Agreement; provided, however, that City's
obligation under this Section 1.2 is subject to Contractor's agreement, upon request of City, to reimburse
City's reasonable expenses, including attorneys' fees and litigation expenses, incurred in taking steps as
agreed upon herein; and, provided, further, that nothing herein shall prevent Company from taking any
lawful action to protect its rights hereunder.
1.3 Except as expressly provided herein, this Agreement shall supercede the Prior Agreement
as of the Effective Date set forth in Section 3 below, when the Prior Agreement shall cease to have any
effect (except for periods prior to such Effective Date).
2. Definitions.
2.1 "Acceptable Waste" means all Solid Waste, except Recyclables, Food Waste, Green
Waste, Wood Waste, Hazardous Waste, Household Hazardous Waste and Unacceptable Waste.
2.2 "CCC" means Cold Creek Compost, Inc.
2.3 "Change in Law" means the enactment, adoption, promulgation, issuance, modification,
or written adoption or change in administrative or judicial interpretation on or after the Effective Date of,
any law, regulation, rule, order, judgment, decree, permit, approval or other requirement of any
governmental agency (including City) having jurisdiction over this Agreement or Contractor's
performance hereunder.
2.4 "Construction Debris" means used or discarded construction materials generated during
the construction or renovation of a building, structure or other man-made improvement.
2.5 "Demolition Debris" means used construction materials generated during the razing or
renovation of a building, structure or other man-made improvement.
2.6 "Disposal" means the permanent placing of Solid Waste in a facility legally permitted to
receive it.
2.7 "Disposal Costs" means Contractor's costs to Dispose of Solid Waste at a Disposal
Facility, including all tipping fees and service fees paid by Contractor to any Disposal Facility for such
Disposal.
2.8 "Disposal Facility" means any fully -permitted Subtitle D approved Solid Waste landfill,
approved by City pursuant to Section 4.1 below, to which Contractor transports Acceptable Waste for
Disposal (including, without limitation, any authorized transfer station for ultimate Disposal at such a
2
landfill).
2.9 "Food Waste" means food that is discarded (as from a Commercial or Residential
Property kitchen).
2.10 "Franchise Fees" means the Landfill Fee payable to City pursuant to Section 5 below,
and the MSWMA Fee payable to the Mendocino Solid Waste Management Agency ("MSWMA")
(currently $5.00 per ton), including, in each case, any fees or charges adopted to replace or supplement
such Fees.
2.11 "Franchised Waste Hauler" means any person that possesses a franchise, permit, license
or contract from a public agency authorizing such person to collect and transport Solid Waste from
generators of such Solid Waste in or subject to such agency's jurisdiction.
2.12 "Green Waste" means tree trimmings, grass cuttings, plants, leaves, branches and trees
(not more than six (6) inches in diameter or more than four (4) feet in length) and similar materials.
2.13 "Hazardous Waste" means all substances defined as hazardous waste, acutely hazardous
waste or extremely hazardous waste by the State of California, or identified as hazardous waste by the
U.S. Environmental Protection Agency, under applicable laws or regulations.
2.14 "Household Hazardous Waste" means Hazardous Waste that is generated at Residential
Properties.
2.15 "Pass Through Costs" means Disposal Costs, Processing Costs and Regulatory Costs, as
well as any increase above $10.00 per ton in the lease rate payable under the lease between City and
Contractor (or Owner) for the Transfer Station Site and the Improvements attached hereto as Exhibit F.
2.16 "Processing" means the act of salvaging, reprocessing, marketing and selling or reusing
Recyclables, Food Waste, Green Waste and Wood Waste for the purpose of Recycling, whether directly
or through one or more third parties, and shall include other means of diverting Solid Waste from landfills
pursuant to the Strategic Plan.
2.17 "Processing Costs" means fees, if any, paid by Contractor to a Processing Facility for
Processing Recyclables, Food Waste, Green Waste, Wood Waste and Solid Waste received at the
Transfer Station. The amount paid by Contractor to PRS for Green Waste or Wood Waste delivered to
the PRS Facility shall be as determined under that certain Agreement for the Receipt of Green and Wood
Waste among PRS, UWS and SWS of even date herewith and attached hereto as Exhibit A.
2.18 "Processing Facility" means, with respect to Recyclables, the PRS Facility and/or any
other authorized facility selected by Contractor and approved by City pursuant to Section 4.1 below, and,
with respect to Food Waste, Green Waste and Wood Waste and subject to Section 4.5 below, the CCC
facility (as defined in Section 4.5 below), the PRS Facility, any licensed biomass conversion facility,
and/or any other authorized facility selected by Contractor and approved by City pursuant to Section 4.5
below.
2.19 "PRS" means Pacific Recycling Solutions, Inc.
2.20 "PRS Facility" means the materials recovery and green waste facility operated by PRS,
currently located at 4260 North State Street, Ukiah, California and/or 3501 Taylor Drive, Ukiah,
California.
2.21 "Recyclables" means Solid Waste which may be Recycled, including, without limitation,
paper, newsprint, printed matter, pasteboard, paper containers, cardboard, glass, aluminum, PET, HDPE,
and other plastics, beverage containers, compostable materials (including Food Waste, Green Waste and
Wood Waste), electronic waste, wood, brick and stone in reusable size and condition, those items of
Construction Debris and Demolition Debris which are described in Sections 2.4 and 2.5, appliances and
automobile and light truck tires.
2.22 "Recycle" means the process of reusing or processing Solid Waste into a form suitable
for reuse consistent with the requirements of the California Integrated Waste Management Act of 1989, as
amended ("AB 939").
2.23 "Regulatory Costs" means all regulatory and governmental fees and charges incurred by
Contractor in connection with providing services under this Agreement, including, without limitation,
Franchise Fees and host fees payable to City pursuant to Section 1.1 above.
2.24 "Segregated" means:
2.24.1 As to Recyclables other than Food Waste, Green Waste and Wood Waste,
Recyclables that have been separated from Solid Waste that is not Recyclables and from Food Waste,
Green Waste and Wood Waste prior to delivery to the Transfer Station, and that are saleable or acceptable
for Processing without further sorting. (For example, cardboard and glass that have been separated by a
Self Hauler from wet garbage is Segregated.)
2.24.2 As to any of Food Waste, Green Waste or Wood Waste, each of those types of
waste that has been separated from Solid Waste that is not Recyclables and from each of Food Waste,
Green Waste and Wood Waste, as applicable, prior to delivery to the Transfer Station, and that in each
case are saleable or acceptable for Processing without further sorting. (For example, Food Waste that has
been separated from all Solid Waste by whatever means, and Recyclables, including Green Waste and
Wood Waste, is Segregated.)
2.25 "Self Haulers" means persons delivering Acceptable Waste, to the Transfer Station who
are not Franchised, or otherwise legally permitted, Waste Haulers.
2.26 "Solid Waste" means all putrescible and nonputrescible residential refuse, commercial
solid waste, institutional solid waste, garbage, Food Waste, Green Waste, Wood Waste and rubbish as
defined in Public Resources Code Section 40191, including, without limitation, for the purposes of this
Agreement Construction Debris, Demolition Debris and Recyclables, but excluding Hazardous Waste and
Household Hazardous Waste.
2.27 "Strategic Waste Management Plan" means the plan attached hereto as Exhibit B which
is incorporated herein by this reference or any revisions thereof approved by Company and City.
2.28 "Transfer Station" means the facility located on the Transfer Station Site.
2.29 "Transfer Station Site" means the real property commonly known as 3151 Taylor Drive,
Ukiah, California, Mendocino County Assessor's Parcel No. 14-140-13, and which is depicted and
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described on Exhibit C attached hereto and hereby incorporated herein.
2.30 "Unacceptable Waste" means the types of Solid Waste that may not be received at the
Transfer Station unless authorized by the permits issued for the operation of the Transfer Station.
2.31 "Wood Waste" means unpainted and untreated lumber and boards separated from Solid
Waste, including other Recyclables.
3. Term. Subject to earlier termination in accordance with the terms of this Agreement, the term of
this Agreement shall commence on January 1, 2012 (the "Effective Date") and continue for a period of
fifteen (15) years through December 31, 2026, provided that Contractor shall have one (1) option to
extend this Agreement and the rights granted hereunder on the terms and conditions herein for a period of
five (5) years commencing January 1, 2027 and ending December 31, 2031. Notice of Contractor's
exercise of such option must be given at least six (6) months prior to December 31, 2026. The option to
extend hereunder may not be exercised unless Contractor is in material compliance with the terms of this
Agreement at the time of exercise and on December 31, 2026. It is the parties' intention that, subject to
prior termination hereunder or thereunder, the term of this Agreement be coextensive with the term of the
Collection Agreement.
4. Operations. Contractor shall provide the following operations at the Transfer Station:
4.1 Receipt, Transfer and Disposal of Solid Waste. Contractor shall accept, for the per ton or
per yard Rate for Municipal Solid Waste ("MSW"), set forth in Exhibit D attached hereto as adjusted
under Section 6 below, Acceptable Waste delivered to the Transfer Station by Franchised Waste Haulers
and Self Haulers, and shall transfer or transport such Acceptable Waste to a Disposal Facility or a
Processing Facility, in accordance with the terms of this Agreement. The initial Disposal Facility shall be
the Eastlake landfill, the initial Recyclables Processing Facility shall be the PRS Facility, and the initial
Green and Wood Waste Processing Facility is described in Section 4.5 below. Any alternate or successor
Disposal or Processing Facility to the initial Facilities approved or described in this Agreement shall be
subject to City's approval as provided hereafter.
4.1.1 At least one year and three months before the expiration of the term of the
disposal contract between Contractor and the existing Disposal Facility, Contractor shall begin the
process of selecting a successor Disposal Facility (which may be the existing Disposal Facility), and at
least seven months before such expiration, Contractor shall give City written notice identifying the
proposed Disposal Facility, including its name and location, and the particulars of the disposal costs it
recommends for the period of the new disposal agreement. Such notice shall include: (1) the anticipated
tipping fee and other charges for Disposal at that Facility (2) a comparison of the disposal costs of the
expiring disposal agreement to the new recommended disposal costs; (3) any impact the new
recommended disposal costs will have on the Gate Fee (4) a justification statement, if the recommended
disposal costs will increase by more than an annual CPI adjustment; (5) a list of Contractor explored
disposal options not recommended, and (6) why the Contractor believes the recommended Disposal
Option is best. Before giving such notice to City, Contractor has a duty under this Agreement to have
vigorously explored all Disposal options reasonably available. The notice shall be accompanied by a
copy of the proposed contract between Contractor and such Facility. Contractor shall also provide City
with any additional information about such Disposal Facility reasonably requested by City. Contractor's
use of the proposed Facility shall be subject to City's approval, which shall not be unreasonably withheld
and may be given by City's City Manager. In acting on a request for approval, the City shall consider,
among other things, whether the cost of using that Facility is reasonably consistent with the Strategic Plan
and available at a reasonable cost to the ratepayers considering the environmental benefits and the
available alternatives; provided, however, that if the City Manager determines that another Disposal
Facility reasonably available to Contractor will provide the same service at a lower cost, Contractor shall
use that Facility.
4.1.2 Contractor shall provide City with written notice as soon as Contractor knows
that it will use a Processing Facility instead of or in addition to PRS, the Scotia Facility (as defined
below) or CCC. The notice shall provide the name and location of the proposed Facility, the anticipated
gate fee and other charges for Processing at that Facility, and a copy of the proposed contract between
Contractor and such Facility. Contractor shall also provide City with any additional information about
such Processing Facility reasonably requested by City. Contractor's use of the proposed Processing
Facility shall be subject to City's approval, which shall not be unreasonably withheld and may be given
by City's City Manager. In acting on a request for approval, the City shall consider, among other things,
whether the cost of using that Facility is reasonably consistent with the Strategic Plan, available at a
reasonable cost to the ratepayers considering the environmental benefits and the available alternatives,
and otherwise qualifies as an Authorized Facility.
4.1.3 In the event that any Facility described above cannot accept Solid Waste,
Recyclables, Green Waste, or Food Waste Generated in City on a temporary basis due to no fault of
Contractor, or due to events beyond the control of Contractor, such as acts of God, public emergency,
strike or lockout by employees of another entity unrelated to Contractor, Contractor shall locate and use
an alternate Facility for the duration of such circumstance; provided, however, that City approval in
accordance with this Section 4.1 shall be required if the Facility cannot accept the applicable materials for
a period of time exceeding three (3) months.
4.2 Buy -Back Recycling. Contractor shall operate a certified Beverage Container Recycling
Center at the Transfer Station that will provide redemption buy-back from the public in accordance with
the rules of CalRecycle, and which is open to the public during regular business hours at least six days per
week.
4.3 Drop -Off Recycling. Contractor shall accept at a designated area of the Transfer Station,
at no charge, Segregated Recyclables (other than Food Waste, Green Waste, Wood Waste and the types
of Recyclables listed on Exhibit D as bearing a charge), from Self Haulers, and shall transfer or transport
such Recyclables for Processing to a Processing Facility, in accordance with the terms of this Agreement.
Contractor shall accept at a designated area of the Transfer Station, at the designated Recycling Rate set
forth on Exhibit D as adjusted under Section 6 below, Segregated Recyclables of the types listed on
Exhibit D as bearing a charge, from Self Haulers, and shall transfer or transport such Recyclables for
Processing to a Processing Facility, in accordance with the terms of this Agreement. Contractor shall be
entitled to retain all revenue it receives from the sale of such Recyclables. Any residue from the
Recyclables received at the Transfer Station that cannot be processed shall be disposed of at a Disposal
Facility. City may designate an entity other than Contractor to remove refrigerant at no cost to
Contractor.
4.4 Household Hazardous Waste Recycling. Contractor shall, at the applicable Rate set forth
on Exhibit D as adjusted under Section 6 below, accept from Self Haulers who are residents of City, oil
filters, used motor oil (up to five gallons per customer), antifreeze and automobile and boat batteries, and
shall transfer or transport such items for Processing to a Processing Facility, in accordance with the terms
of this Agreement. Contractor shall be entitled to retain all revenue it receives from the sale of such
items. Any residue from such items that cannot be Processed shall be disposed in accordance with all
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legal requirements at a City approved facility fully licensed to accept such materials.
4.5 Green Waste and Wood Waste. Contractor shall accept at a designated area of the
Transfer Station, at the applicable Green Waste Rates specified in Exhibit D as adjusted under Section 6
below, Segregated Green Waste and Segregated Wood Waste from Self Haulers, and shall transfer or
transport all such Green Waste and Wood Waste to the Scotia biomass conversion facility (the "Scotia
Facility") or a Processing Facility for Processing, in accordance with the terms of this Agreement;
provided, however, that, notwithstanding any other provision in this Agreement, Contractor shall arrange
for delivery of an average of 400 tons per calendar month, subject to seasonal adjustments affecting the
amount of Green Waste available, of Green Waste (including Green Waste generated in City), un -ground
but presorted, to the CCC facility so long as (a) CCC is licensed to accept Green Waste from City, (b)
CCC is in full compliance with its license, (c) CCC is the only licensed composting facility in Mendocino
County that is licensed to accept and is capable of accepting the full range of inputs accepted by CCC as
of April 1, 2008, (d) CCC charges not more than $32.00 per ton for the first 200 tons of such Green
Waste in the aggregate delivered per calendar month and no charge for any tons in excess of 200
delivered in such month, and (e) CCC continues to accept sheet rock from Contractor, UWS and PRS at
no charge; and, provided, further, that Contractor's obligation shall be deemed satisfied by Green Waste
arranged to be delivered by UWS to the CCC facility pursuant to Section 5.11(c) of the Collection
Agreement. Any residue from the Green Waste or Wood Waste received at the Transfer Station that
cannot be Processed shall be disposed of at a Disposal Facility.
4.6 Food Waste. Upon commencement of a food waste program under the Collection
Agreement, Contractor shall accept at a designated area of the Transfer Station, at the applicable Food
Waste Rates submitted to and approved by City, Segregated Food Waste, and shall transfer or transport
all such Food Waste to a Processing Facility for Processing, in accordance with the terms of this
Agreement.
4.7 Reuse Facility. Contractor shall provide a reuse area at the Transfer Station where
Contractor shall make available for give-away or sale salvageable items such as doors, windows,
furniture, appliances, toys and tools brought to the Transfer Station by Self Haulers. Contractor shall be
entitled to retain all revenues from the sale of such items.
4.8 Unacceptable Waste Prohibited. Contractor shall not knowingly accept Unacceptable
Waste at the Transfer Station, except for those recyclable Household Hazardous Wastes described in
Section 4.4 above. Contractor shall continuously inspect customer vehicles and the tipping floor for
Unacceptable Waste. Unacceptable Waste shall be refused and returned to the customer, unless the
Unacceptable Waste is already dumped on the tipping floor and the vehicle of origin is unknown.
Contractor shall accept title to any Unacceptable Waste received at the Transfer Station and not so
returned, and shall safely segregate, contain, store and dispose of it in accordance with applicable
law.
4.9 Refusal of Waste. When Contractor refuses Unacceptable Waste that is brought to the
Transfer Station by a customer, Contractor will inform the customer of the most convenient and
economical legal option available for disposal of that Waste. Written information on such disposal
options will be kept available at all times in the scale house, and a log shall be maintained to detail such
refusal of Waste acceptance.
4.10 Title to Waste. Contractor shall accept ownership and title to all Acceptable Waste,
Recyclables, Food Waste, Green Waste and Wood Waste at the time of unloading of such materials at the
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Transfer Station.
4.11 Hours of Operation. Contractor will receive Acceptable Waste, Recyclables, Food
Waste, Green Waste and Wood Waste at the Transfer Station only between the hours of 8 a.m. and 4 p.m.
on each Monday through Saturday throughout the year, except for the following holidays: New Year's
Day, Memorial Day, July 40', Labor Day, Thanksgiving Day and Christmas Day; provided, however, that
if New Year's Day, July 4th or Christmas Day falls on a Sunday, Contractor may with the consent of
City's City Manager's observe the holiday on the Saturday before the holiday. Within this schedule,
Contractor may specify different hours for Franchised Waste Haulers and Self Haulers. Such hours are
subject to change in accordance with changes to Contractor's permits for the Transfer Station.
4.12 Additional Services. Contractor shall provide additional services upon request of City or
upon the proposal of Contractor as approved by City subject, if the costs incurred by Contractor to
provide such services increase, to the establishment by mutual written agreement of a reasonable service
fee therefor.
4.13. Permits and Licenses. Contractor shall obtain and maintain throughout the term of this
Agreement all permits, licenses and approvals required for Contractor to perform the services described
herein, including, without limitation, an operating permit from the County of Mendocino. City shall
cooperate with Contractor in connection with such permits, licenses and approvals, and shall renew all
such permits, licenses and approvals issued by City, provided that Contractor is not in material breach of
this Agreement and provided Contractor shall have fulfilled all requirements for the renewal of such
permits, licenses and approvals. Contractor shall provide City's City Manager or his or her designee with
copies of all permits or amendments or renewals thereof which are not issued by City.
4.14 Applicable Law. Contractor shall perform all its obligations under this Agreement in
accordance with all applicable laws, including, without limitation, the permits, licenses and approvals
described in Section 4.12 above, and shall be solely liable for all fines and penalties that may be imposed
on Contractor for violations thereof.
5. Landfill Fee. Within forty-five (45) days after the end of each calendar month during the term of
this Agreement, Contractor shall remit to City as a landfill fee a sum of money equal to Two Dollars
($2.00) per ton (or the equivalent amount for a cubic yard), or such other amount approved by City, of
Acceptable Waste received by Contractor at the Transfer Station. If this fee is not paid on or before such
forty-fifth day, a late payment fee in an amount equal to eighty-three one -hundredths of a percent (0.83%)
of the amount owing per month will be charged for each thirty (30) day period the franchise fee remains
unpaid. Each monthly remittance to City shall be accompanied by a statement detailing the Acceptable
Waste received at the Transfer Station for the period covered.
6. Gate Rate and Other Service Fees.
6.1 Establishment. Exhibit D sets forth the gate rate and other service fees for services
provided by Contractor under this Agreement (collectively, the "Rates") effective as of the Effective
Date. Such Rates shall be subject to review and revision as set forth in Sections 6.2, 6.3 and 6.4 below.
Contractor shall not charge any amount in excess of the approved Rates for services required by or
permitted under this Agreement.
6.2 Modification Based on Consumer Price Index Fuel Index and Certain Pass Through
Costs.
(a) Per Ton MSW Rate. The per ton Municipal Solid Waste ("MSW") Rate shall be
adjusted January 1st every year, beginning January 1, 2013 ("Rate Adjustment Date") to reflect changes
in the CPI, the Fuel Index and certain Pass Through Costs by an amount determined in accordance with
the Transfer Station Rate Calculation attached hereto as Exhibit E (the "Calculation").
(b) Definitions. For purposes of Rate adjustments pursuant to this Section 6.2 and
the Calculation, the following terms shall have the following meanings.
(i) "Base Fuel Cost" means Contractor's actual costs for diesel and other
fuels used in performing services under this Agreement for the year ended December 31, 2010, as
adjusted, which is $152,533.47.
(ii) "Base Revenue" means Contractor's total revenue received from
Franchised Haulers and Self Haulers during the Comparison Year, excluding revenue from the sale of scrap
metal, Recyclables purchased under the buy-back program, and compost.
(iii) "Base Year" means the year ended June 30th one year prior to June 30th
of the Comparison Year.
(iv) "Comparison Year" means the year ended June 30`h immediately prior to
the relevant Rate Adjustment Date.
(v) "Contractor Rate" means the per ton MSW Rate minus the per ton
Franchise Fees.
(vi) "CPI" means the Consumer Price Index, All Urban Consumers, U.S. City
Average, All Items (1982-1984=100), published by the United States Department of Labor, Bureau of
Labor Statistics.
(vii) "Disposal Fees — Garbage" means the actual Disposal Costs paid by
Contractor for Solid Waste delivered by Contractor to the Disposal Facility during the Comparison Year.
(viii) "Disposal Fees — Processing" means the actual Processing Costs paid by
Contractor to CCC, PRS or any other Authorized Facility for Recyclables, Green Waste and Food waste
delivered by Contractor to the CCC facility, the PRS Facility or such Authorized Facility, respectively, during
the Comparison Year.
(ix) "Fuel Costs" means Contractor's actual costs for diesel and other fuels
used in performing services under this Agreement during the Comparison Year.
(x) "Fuel Index" means the California No.2 Diesel Retail Sales by all Sellers
(Dollars Per Gallon) published by the U. S. Energy Information Administration.
(xi) "Operating Costs" means all of Contractor's costs to operate the Transfer
Station under this Agreement, including, without limitation, labor costs, vehicle and vehicle -related costs,
maintenance, insurance and transportation costs, but excluding Fuel Costs, Pass Through Costs and the
costs of purchasing scrap metal, Recyclables purchased under the buy-back program, and compost
(including sales taxes).
(c) Rules. For purposes of Rate adjustments pursuant to this Section 6.2 and the
Calculation, the following rules shall apply.
(i) "CPI Change" shall be calculated as one hundred percent (100%) of the
percentage increase or decrease, if any, in the CPI during the Comparison Year, using the CPI published
for June of such Year as compared with the CPI published for June of the Base Year.
(ii) "Fuel Index Change" shall be calculated as one hundred percent (100%)
of the percentage increase or decrease, if any, in the Fuel Index from June of the Base Year through June
of the Comparison Year; provided, however, that, notwithstanding Section 6.2(b)(iii) above, "Base Year"
for purposes of the Fuel Index Change shall mean the year ended June 30, 2010; and, provided, further,
that the Fuel Index Change adjustment (i.e., Fuel Index Change multiplied by Base Fuel Cost) for any
hal
Rate Adjustment Date sl be calculated after removal of such adjustment for the prior Rate Adjustment
Date.
(iii) The Adjustments for destination charges and Disposal Fees with respect
9
to the use of the Eastlake landfill that appear in the Calculation are not recurring.
(iv) Rate adjustments for changes in Franchise Fees that take effect on a date
other than January I", as well as changes in other Pass Through Costs, will be determined under Section
6.3 below and not under this Section 6.2.
(v) If City elects to purchase the Transfer Station Site and the Improvements
on December 31, 2016 pursuant to Section 12 below, the cost entitled "Construction/Lease $2.36/ton" in
the Calculation will be increased annually commencing January 1, 2018 by one hundred percent (100%)
of the percentage increase or decrease, if any, in the CPI during the Comparison Year, using the CPI
published for June of such Year as compared with the CPI published for June of the Base Year.
(vii) As set forth in the Calculation, each adjustment in the per ton MSW Rate
pursuant to this Section 6.2 shall equal the percentage adjustment in the Contractor Rate plus the per ton
Franchise Fees.
(d) Per Yard MSW and Minimum MSW Rates. Each of the per yard MSW Rate,
minimum MSW Rate and per can MSW Rate shall be adjusted January 1 st every year (beginning January
1, 2013), as follows: the per yard MSW Rate shall equal 24.05% of the Contractor Rate, plus the per ton
Franchise Fees divided by 5.54; the minimum MSW Rate shall equal the per yard MSW Rate divided by
two (2); and the per can MSW Rate shall equal the minimum MSW Rate divided by three (3). All rates in
this Section 6.2(d) shall be rounded to the nearest five cents.
(e) All Other Rates. Each of the Rates set forth on Exhibit D other than the MSW
Rates shall be adjusted January 1 st every year (beginning January 1, 2013) by an amount equal to the
percentage increase or decrease, if any, in the Contractor Rate (i.e., determined before adjusting for
Franchise Fees) . All rates in this Section 6.2(e) shall be rounded to the nearest five cents.
(f) Procedure. The procedure for Rate adjustments under this Section 6.2 shall be as
follows:
(i) Not later than August 15th of each year, Contractor shall file with the
City Manager a written notice of intention to adjust each of the then current Rates effective as of January
1 st of the next year in accordance with Section 6.2(a) through (e) above.
(ii) Within sixty (60) days of the filing of the notice of intention, the City
Manager shall review the notice and either confirm that the proposed Rates are within the limit of Section
6.2 above or establish by mutual agreement with Contractor any necessary changes to the proposed Rates
to make such confirmation.
(iii) Upon confirmation of the Rates, the City Manager shall promptly inform
the City Council in writing of the new Rates determined in accordance with this Section 6.2, with any
new Rates to become effective on the following January 1 st.
(iv) In the event that the CPI or the Fuel Index described in Section 6.2 above
shall be discontinued or materially modified during the term of this Agreement, the parties shall together
select a replacement index and/or otherwise change Section 6.2 above so as to replicate, as nearly as
possible, the mutual intention of the parties to rely on the results of either index described in Section 6.2
as in effect on the date hereof.
6.3 Modification Based on Changes in Pass Through Costs. In addition to adjustments under
Section 6.2 above, each Rate shall be adjusted to reflect changes in Pass Through Costs that are not the
subject of Rate adjustments pursuant to Section 6.2 above, as follows. Using the section of the
Calculation entitled "Revenue Base," each Rate shall be increased by an amount equal to the increase in
applicable Pass Through Costs, and decreased by an amount equal to the decrease in applicable Pass
Through Costs, in each case so as to cause such Rate to compensate for such change in Pass Through
Costs as of the date such change becomes effective and either payable by or a benefit to Contractor, and
taking into account the increase or decrease in Franchise Fees payable in respect of such change.
Changes in Pass Through Costs resulting from a change in Disposal Facilities or Processing Facilities
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shall cause an increase in Rates as provided herein only if Contractor has complied with Sections 4.1.1
and 4.1.2 and City has approved the successor or alternate Facilities in accordance with such Sections.
6.4 Modification Based on Extraordinary Items. In addition to adjustments under Sections
6.2 and 6.3 above, Contractor may request an increase in the Rates if Contractor's costs increase or its
revenues decrease solely as the result of extraordinary circumstances beyond its control that could not
have been reasonably anticipated by Contractor (such as a Change in Law) and if the increase in costs or
decrease in revenues unavoidably adversely affects Contractor's opportunity to operate at a reasonable
profit. Contractor shall have the burden of producing evidence reasonably satisfactory to City
demonstrating its need for a rate increase. The City Council shall consider the request pursuant to the
notice and public hearing procedures in Ukiah City Code, Division 4, Chapter 6, Article 1, commencing
with Section 3950.
6.5 Billin . Contractor shall charge and collect from all customers at the Transfer Station
upon receipt of materials, or bill such customers, for all services hereunder. Interest of one percent (1%)
per month or the highest rate permitted under applicable law, whichever is less, shall be applied to any
past due amounts until paid in full. Amounts shall be past due if not paid within thirty (30) days of
billing. Contractor shall have the right to refuse service to any customer that is more than sixty (60) days
delinquent on his, her or its account.
7. Provisions Applicable to Equipment and Personnel.
7.1 Equipment. Contractor shall provide all equipment necessary to perform the services
described in the Agreement, sufficient in number and capacity to efficiently perform the work required by
this Agreement. All equipment used at the Transfer Station shall be maintained in good working
condition and be suitable for use at the facility without causing unreasonable wear and tear or damage to
the improvements constructed on the Site. The equipment shall comply with all applicable legal
requirements. Contractor shall keep the outside of the truck bodies free from dirt and filth, and shall clean
the inside of the trucks in a sanitary manner on a regular basis. Suitable measures shall be taken to
prevent refuse from falling into public streets or places. Contractor shall keep all trucks freshly painted in
a uniform manner, and the firm name or logo, telephone number, and truck number of each truck shall
appear in a conspicuous manner. Contractor shall keep all equipment in good maintenance and repair,
regularly inspect same, and keep accurate records of all maintenance.
7.2 Facility Maintenance. Contractor shall maintain the Site and the tipping floor in an
orderly condition with proper signage to direct users to the appropriate locations on the Site to conduct
their business. All refuse deposited on the tipping floor shall be removed within 24 hours of its deposit.
Contractor shall employ reasonable measures to control noise, odors, litter and other nuisance conditions.
Contractor will be responsible for all repair, maintenance and replacement of the Transfer Station in order
to keep it in sound working order, including, without limitation, the tipping floor surface, driveways,
gates, fences, electrical distribution systems, ventilation and heating, fire sprinklers, floor drains, walls,
doors, roof, restrooms, fixed equipment and landscaping. Contractor will keep the tipping floor free of
major cracks, holes and breaks, and will keep any tractor not equipped with rubber tires or tracks from
coming in contact with the tipping floor or driveways. All repairs made by Contractor will be with an
identical article or material or an equal approved by City.
7.3 Transport of Materials. Contractor shall not allow Solid Waste, Recyclables, Green
Waste or Wood Waste to blow or fall from any vehicle used for transportation. Contractor shall clean up
any and all spills, including oil and debris on the streets, resulting from its operations. Should Contractor
11
fail to promptly clean up such spills resulting from its operations after notice from City, Contractor shall
be liable to City for all reasonable costs incurred by City in doing so.
7.4 Staffing. Contractor shall employ sufficient staff to provide service in a safe manner at
the Transfer Station, and to meet its obligations under this Agreement, including, without limitation, a
Transfer Station Manager. All personnel shall be qualified to perform their assigned tasks and will
possess the required licenses, permits or training for the tasks they perform. Contractor shall provide
suitable operational and safety training for all of its employees who utilize or operate vehicles or
equipment at or in connection with the operation of the Transfer Station. Contractor shall use its best
efforts to assure that all employees present a neat appearance, conduct themselves in a courteous manner,
and perform the work as quietly as possible.
7.5 Subcontractors. Contractor shall not subcontract any of the services under this
Agreement without the prior written consent of City.
8. Records and Reports.
8.1 Contractor shall keep and maintain accurate books and records clearly showing its
revenues and expenses in connection with the operations provided for in this Agreement. Contractor will
also keep and preserve records of all loads of Acceptable Waste, Recyclables, Food Waste, Green Waste,
Wood Waste and Household Hazardous Waste received at the Transfer Station, and will report to City
every three (3) months during the term hereof the total quantities and payments received. Contractor shall
provide written notice to City of the location of its records and any change in the location.
8.2 City's designated representative shall be allowed access to the Transfer Station Site at all
times when the Transfer Station is open, and upon prior written notice to Contractor shall be allowed to
inspect and copy any and all records of Contractor containing information about the operation of the
Transfer Station for purposes of audit or to verify the recordkeeping procedures of Contractor. City's
designated representative shall also be allowed access to the Site during non-operating hours upon prior
written notice to the Transfer Station Manager. Contractor shall fully cooperate with City in reviewing or
investigating information in Contractor's records or pertaining to Transfer Station operations.
9. Hold Harmless and Insurance.
9.1 Contractor shall indemnify and hold harmless City, its City Council, boards,
commissions, officers, agents, representatives and employees from any and all actions, claims or damages
brought for or on account of injuries to or death of any person or damage to property of all kinds resulting
from or arising out of the operations of Contractor, its officers, agents, employees or servants pursuant to
this Agreement. The duty of Contractor to indemnify and hold harmless shall include the duty to defend
as set forth in California Civil Code Section 2778.
9.2 Contractor shall have in effect during the term of this Agreement, workers' compensation
and employer liability insurance providing full statutory coverage.
9.3 Contractor shall take out and maintain during the term of this Agreement, liability
insurance for the following types and minimum amounts:
(a) General liability, including comprehensive form, premises operations,
products/completed operations, hazard, contractual insurance, broad form property damage, independent
12
contractors and personal liability, with limits for bodily and property damage combined of $500,000 each
occurrence and $500,000 aggregate.
(b) Automobile liability, including comprehensive form, owned, hired and non -owned,
with a limit of $1,000,000 for bodily injury and property damage combined.
(c) Excess liability, umbrella form, with a limit for bodily injury and property damage
combined of $5,000,000 each occurrence and $5,000,000 aggregate.
(d) Pollution and remediation liability with limits in an amount of not less than one
million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate
insuring against loss, the cost of remediation and legal defense as a result of pollution conditions arising
out of the collision, upset or overturn of Company vehicles in conjunction with this Agreement.
(e) Broad form fire insurance approved by City, jointly in the names of Contractor and
City, covering not less than the full replacement cost of all improvements on the Transfer Station Site. In
the event of damage to any portion of the Transfer Station, Contractor shall rebuild, repair or otherwise
reinstate the damaged improvements in good and substantial manner, with such reconstruction to
commence within ninety (90) days after the damage occurs.
Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less
than A- for financial strength, AA for long-term credit rating and AMB -1 for short-term credit rating.
Insurance certificates evidencing the required coverage shall be filed with City and shall be subject to
approval by the City Attorney. City, its City Council, boards, commissions, officers, agents and
employees shall be named as additional insureds on any such policies of insurance which shall also
contain a provision that the insurance afforded thereby shall be primary. No such policy shall be
cancelled or modified except upon thirty (3 0) days' prior written notice to City.
9.4 Contractor shall post a $250,000 performance bond or financial instrument reasonably
acceptable to the City Manager as security for Contractor's faithful performance of each and every term,
covenant and condition of this Agreement to be performed by Contractor, provided that the cost of such
bond or other instrument shall be included in the Operating Cost Component.
10. Remedies upon Default.
10.1 Contractor shall be deemed in default of this Agreement in the event Contractor defaults
in the performance of any of the duties to be performed by it under the terms of this Agreement and fails
to cure the breach as further provided in this Section 10.1. City shall give Contractor written notice,
either by mail or by personal service, setting forth the default. Contractor shall correct such default
within thirty (30) days after service of such notice (within seven (7) days if City determines that the
public health or safety is at risk) unless the default cannot, by its nature, be cured within said period, in
which case the cure period shall be extended for such additional time as is reasonably necessary to effect
a cure, provided that Contractor shall commence efforts to effect a cure as soon as practicable and shall
diligently pursue the cure.. If Company commits three or more breaches of material provisions of this
Agreement within an eighteen (18) month period, whether cured or not, the Company shall be deemed to
have committed "Multiple Breaches."
10.2 In the event Contractor's default described in Section 10.1 is of a material provision of
this Agreement and is not cured as set forth in Section 10. 1, or if Contractor has committed Multiple
Breaches (defined to mean three or more defaults of material provisions of this Agreement within an
eighteen (18) month period, whether cured or not) ("Material Default"), City shall have the following
remedies:
13
10.2.1 Liquidated Damages. The parties acknowledge that City will incur damages as a
result of a Material Default, and that such Material Default may not warrant termination of this
Agreement. The parties agree that as of the time of the execution of this Agreement, it is impractical, if
not impossible, to reasonably ascertain the extent of damages which shall be incurred by City as a result
of a Material Default. The factors relating to the impracticability of ascertaining damages include, but are
not limited to, the fact that: (i) substantial damage results to members of the public who are denied
services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration,
and deprivation of the benefits of the Agreement to individual members of the general public for whose
benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable
of measurement in precise monetary terms; (iii) that exclusive services might be available at substantially
lower costs than alternative services and the monetary loss resulting from denial of services or denial of
quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination
of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not
remedies which make the public whole for past breaches. Liquidated damages shall be City's exclusive
damages remedy for any individual Material Default which does not result in termination of this
Agreement by City. The amount of liquidated damages is $1,000 for each day the Material Default
continues after Contractor fails to cure until it is either cured or City terminates this Agreement.
10.2.2 Franchise Termination. Without further notice and without suit or other
proceedings, City may cancel and annul the rights and privileges of this Agreement upon a Material
Default. Nothing in this Section shall prohibit the parties from meeting to discuss ways to resolve the
issue. In the event of termination of this Agreement for Material Default, City shall have the right
forthwith to grant a franchise to another person or to take possession of the trucks and other equipment of
Contractor used to perform work under this Agreement. City shall have the right to retain possession of
the trucks and other equipment for up to one (1) years after such termination and City shall pay
Contractor the reasonable rental value of such trucks and other equipment, and keep them in good
maintenance and repair, during the time the same are used by City. City shall also have access to
Contractor's records for the purpose of billing customers during the period City is providing the services
described in this Agreement, and shall retain all fees collected for such services.
Upon termination of this Agreement for any reason, Contractor shall have the obligation
to sell to City and City shall have the option to purchase the equipment used by Contractor to perform its
obligations under this Agreement in operating the Transfer Station and transporting Solid Waste to
Disposal and Processing Facilities and other markets (the "equipment"). Such option shall be exercised
by written notice to Contractor at least six (6) months prior to the termination date, unless the Agreement
is terminated based on a Material Breach, in which event notice of the election must be given within sixty
(60) days after the termination date.
The purchase price that City shall pay Contractor for the equipment shall be its cost less
depreciation to the date of purchase calculated on a straight-line basis over its estimated useful life as
shown on the books of Contractor.
10.2.3 Other Remedies. Upon termination of this Agreement based on a Material
Default, City shall have all other remedies in law or equity for such Material Default.
10.3 If a dispute arises between City and Contractor regarding fees or any other term or
provision of this Agreement, the parties agree to meet and confer in good faith to resolve the dispute.
Either party may request to meet and confer by written notice to the other party. Alternatively, the parties
may agree to participate in non-binding mediation. If the dispute is not resolved within thirty (30) days
14
after the written request to meet and confer has been given or after the parties have agreed to non-binding
mediation, the matter, other than an action seeking specific performance or other equitable relief,
damages of Twenty Five Thousand Dollars ($25,000) or less, or indemnification or insurance coverage
pursuant to Section 9, shall be submitted to non-binding arbitration in accordance with Title 9 of the
California Code of Civil Procedure, commencing with Section 1280, before a single neutral arbitrator
("Arbitrator") in the Mendocino County. The Arbitrator shall be an attorney with at least ten (10) years
experience or a retired judge (or a person having comparable qualifications) and shall be mutually agreed
upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed
by the superior court in accordance with Cal. Code Civ. Proc. § 1281.6. The fees and expenses of the
Arbitrator shall be borne equally by the parties.
In the event such non-binding arbitration does not resolve the matter and in any other dispute that
results in any court action, the parties waive any right to a jury trial and agree that any such action shall be
filed in the federal or state courts in and for Mendocino County, each party hereby consenting to the
jurisdiction of and venue in such courts, the matter shall be governed by the internal laws of the State of
California (irrespective of choice of law principles), and the prevailing party shall be entitled to recover
its reasonable attorneys' fees, costs and disbursements incurred in such action from the non -prevailing
party.
10.4 If Contractor shall at any time during the term of this Agreement or any extension
thereof, become insolvent, or if proceedings in bankruptcy shall be instituted by or against Contractor, or
if Contractor shall be adjudged bankrupt or insolvent by any Court, or if a receiver or trustee in
bankruptcy or a receiver of any property by Contractor shall be appointed in any suit or proceeding
brought by or against Contractor, or if Contractor shall make an assignment for the benefit of creditors,
then and in each and every such case, and provided that such proceedings, adjudication, appointment or
assignment, as the case may be, continue in effect for ninety (90) days without being vacated, removed or
withdrawn, this Agreement shall immediately cease and come to an end, and the rights and privileges
granted shall immediately be cancelled and annulled without notice or action required on behalf of City.
10.5 Notwithstanding any other provision herein, no default, delay or failure to perform on the
part of either party shall be considered a breach hereunder if such default, delay or failure to perform is
due to causes beyond such party's control, including, but not limited to, riots, civil disturbances, actions or
inactions of governmental authorities, epidemic, war, embargoes, severe weather, fire, earthquake, acts of
God, defaults by the other party or defaults by carriers. In the event of any such default, delay or failure
to perform, any dates or times by which the affected party otherwise is scheduled to perform shall be
extended for a period of time equal in duration to the additional time required because of the excused
default, delay or failure to perform.
11. Assignment. Contractor shall not directly or indirectly, voluntarily or involuntarily assign,
mortgage, pledge or encumber any interest in all or a part of this Agreement without the prior written
consent of City. The City Council shall have the right to determine in its sole discretion whether to
approve, conditionally approve or deny any request by Contractor for approval under this Section. Any
action requiring City Council approval under this Section that occurs without such approval shall give
City the right to terminate this Agreement without prior notice to Contractor or its successors or assigns.
For purposes of this Section, any transaction involving the transfer, sale or exchange of stock which
results in a change in majority control of Contractor from its owners as of the date hereof (excluding
transfers between such owners and transfers by any such owners to revocable living trusts for the benefit
of their families) shall be an assignment subject to City review and approval.
12. City's Options to Purchase Site Improvements and Equipment.
15
12.1 City's Options to Purchase Site and Improvements. On December 31, 2016, Owner and
Contractor shall have the obligation to sell and the City shall have the option to purchase from Owner
both the Transfer Station Site and all the improvements on the Transfer Station Site (the "Improvements")
for an aggregate purchase price of One Dollar ($1.00). City shall be deemed to have exercised its option
to purchase the Transfer Station Site and the Improvements, unless it has given Contractor written notice
prior to December 31, 2016 that it has elected not to exercise the option. Title shall transfer to City within
thirty (30) days after December 31, 2016. The purchase shall be on a then "as -is" basis, and otherwise on
commercially reasonable terms then applicable to the purchase and sale of real property, except that
Owner shall indemnify City against any cost or liability arising from hazardous or toxic waste
contamination on the Transfer Station Site which occurred before escrow closes on City's purchase of the
Transfer Station Site. At closing, Owner shall convey to City clear, unencumbered fee title to the
Transfer Station Site and City shall enter into a lease for the Transfer Station Site and the Improvements
with either Owner or Contractor (as they shall decide) in the form attached hereto as Exhibit F. Owner or
Contractor's failure to co-operate in City's purchase of the Transfer Station Site and Improvements shall
be a Material Default.
12.2 Prior Termination. If this Agreement is terminated before December 31, 2016 for any
reason, City shall have the option to do all, but not part, of the following: (a) purchase or lease from
Owner the Transfer Station Site pursuant to Sections 13.1 or 13.2, (b) purchase from Owner the
Improvements pursuant to Section 13.3, and (c) purchase from Contractor all the Equipment pursuant to
Section 10.2.2. City's option under this Section 12.2 shall be exercised by written notice to Owner and
Contractor given within sixty (60) days before the termination date, unless the Agreement is terminated
based on a Material Breach, in which event notice of the election must be given within sixty (60) days
after the termination date.
13. Purchase or Lease of Site and Purchase of Improvements.
13.1 Purchase of Site. If City elects to purchase the Transfer Station Site in accordance with
Section 12.2 above, Owner shall sell City the Transfer Station Site for a purchase price equal to the lesser
of (a) $487,000 increased by the percentage increase in the CPI between November 7, 2001 and the date
of termination of this Agreement, or (b) the then actual fair market value of the Transfer Station Site;
provided, however, that the purchase price shall be One Dollar ($1.00) if the closing of the purchase
occurs after September 30, 2016. The purchase shall be on a then "as -is" basis, and otherwise on
commercially reasonable terms then applicable to the purchase and sale of real property, except that
Owner shall indemnify City against any cost or liability arising from hazardous or toxic waste
contamination on the Transfer Station Site which occurred before escrow closes on City's purchase of the
Transfer Station Site. At closing, Owner shall convey to City clear, unencumbered fee title to the
Transfer Station Site.
13.2 Lease of Site. If City elects to lease the Transfer Station Site in accordance with Section
12.2 above, City's lease shall commence on January 1, 2017 or thirty (30) days after the notice of exercise
in the case of termination for Material Default, and expire ten (10) years thereafter. Rent under the lease
shall equal the then fair market lease value of the Transfer Station Site (excluding any value attributable
to the Improvements) and the lease shall otherwise be on commercially reasonable terms then applicable
to the ground lease of real property. If City and Owner are unable to agree on the fair market lease value,
they shall select and share the cost of an appraiser to determine such value. If they cannot agree on a
single appraiser, each may obtain an appraisal of such value from a qualified appraiser of its choice. If
the separate appraisals are within ten percent (10%) of each other, fair market lease value shall be the
16
average of the two appraisals. If the appraisals differ by more than ten percent (10%), the two appraisers
shall select a third appraiser to review the appraisal reports and determine which report represents the
fairest appraisal. The appraisal selected by the third appraiser shall constitute the fair market lease value
of the Transfer Station Site. The parties shall each bear the expense of their separately selected appraisers
and share equally the cost of the third appraiser.
13.3 Purchase of Improvements. If City elects to purchase the Improvements in accordance
with Section 12.2 above, the purchase price that City shall pay Owner for the Improvements shall be One
Dollar ($1.00)
14. Waiver. The waiver by any party of any breach or violation of any term or condition of this
Agreement or of any provision of law by the other party must be in writing signed by the party to be
charged, and shall not be deemed to be a waiver of the term, condition or provision of law, or of any
subsequent breach or violation of the same or any other term, condition or provision of law. The
acceptance by City of any franchise fee or other fee or other monies which may become due hereunder to
City shall not be deemed to be a waiver of any preceding breach or violation by Contractor.
15. Administration. The administration and enforcement of this Agreement shall be the
responsibility of the City Manager or a designated representative of that office. This section is not
intended to indicate or suggest the City Manager has the authority to grant, amend, or revoke the rights
referenced herein or to prevent the City Manager from seeking approval from the City Council for any
decision the City Manager is required or authorized to make hereunder.
16. Independent Contractor. Contractor, its employees and agents are independent contractors and
not employees or agents of City.
17. Notices. Whenever notice or a document is required or permitted to be served or given
hereunder, it shall be deemed given or served, when received if delivered by fax or email (with
acknowledgment of receipt), certified U.S. Mail, overnight courier, such as UPS or Federal Express, or 48
hours after deposit in the U.S. Mail with first class postage affixed. Any such document or notice shall be
addressed as follows:
City: City Manager
Ukiah Civic Center
300 Seminary Avenue
Ukiah, California 95482
FAX:
Email:
Contractor: Solid Wastes Systems, Inc.
Attn: David M. Carroll, President
P. O. Box 60
Ukiah, California 95482
FAX:
Email:
Owner: Yulupa Investments, LLC
17
Attn: David M. Carroll, President
P. O. Box 60
Ukiah, California 95482
FAX:
Email:
or to such other person or address as may be specified from time to time in writing by any party in
accordance with this Section.
18. Amendments. This Agreement may be amended from time to time only by written agreement
between the parties signed by an authorized representative of each party. Any party may at any time
request that the service or other provisions in this Agreement be modified by delivering written notice of
its requested modifications to the other parties. Within thirty (30) days after receipt of any such request,
the parties shall meet and negotiate in good faith on adopting such requested modifications, including,
without limitation, any change to the Rates necessitated by such modifications, provided that nothing
herein shall obligate any party to agree on any such requested modifications.
19. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of,
the permitted successors and assigns of the parties.
20. Integration; Severability. This Agreement, including the Exhibits hereto, constitutes the entire
agreement of the parties with respect to the subject matter hereof and supersedes all prior or
contemporaneous agreements between the parties, whether written or oral, relating to such subject matter,
including the Prior Agreement. If a court finds any provision of this Agreement invalid or unenforceable
as applied to any circumstance, the remainder of this Agreement and the application of such provision to
other persons or circumstances shall remain in effect. The parties further agree to replace such void or
unenforceable provision with a valid and enforceable provision which will achieve, to the extent possible,
the economic, business and other purposes of the void or unenforceable provision.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.
Solid Wastes Systems, Inc.
By:
President
Yulupa Investments, LLC
By:
President
City of Ukiah
By:
18
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
19
EXHIBIT A
AGREEMENT FOR THE RECEIPT OF GREEN AND WOOD WASTE
20
EXHIBIT A
AGREEMENT FOR RECEIPT OF WOOD AND GREEN WASTE
THIS AGREEMENT FOR RECEIPT OF WOOD AND GREEN WASTE (the "Agreement") is
entered into as of _, 2011 ("Effective Date") by and between Pacific Recycling Solutions,
Inc., a California corporation ("PRS"), Ukiah Waste Solutions, Inc., a California corporation ("UWS"),
and Solid Waste Systems, Inc., a California corporation ("SWS"), with reference to the following:
A. PRS owns and operates a green waste and wood waste processing facility located at 4260
North State Street, Ukiah, California (the "Facility").
B. The Facility is fully permitted to accept and process Green Waste and Wood Waste, as
defined below ("Materials").
C. SWS is party with the City of Ukiah to that certain Amended and Restated Transfer
Station Agreement of even date herewith for the operation of the Ukiah Valley Transfer Station for the
receipt, collection, transportation and disposal of municipal, commercial and industrial solid waste (the
"TS Agreement"), and UWS is party with the City of Ukiah to that certain Waste Collection Agreement
of even date herewith for the collection and disposal of solid waste (the "Collection Agreement"). SWS
and UWS desire to enter into an agreement with PRS which will provide for disposal of approximately
10,000 tons annually of Materials at the Facility.
In consideration of the aforementioned recitals and upon the terms and conditions herein set forth,
the parties hereto agree as follows:
Definitions: The following terms shall have the respective meanings set forth below:
"Green Waste" shall mean green trimmings, grass, weeds, leaves, prunings, branches, dead
plants, brush, tree trimmings, dead trees, small wood pieces and other types of organic yard
waste, provided that dead trees and branches may not exceed six (6) inches in diameter and four
(4) feet in length.
"Wood Waste" shall mean clean pieces of unpainted and untreated wood.
"Process" shall mean handle, grind or chip and recycle Materials.
2. Agreement to Accept Materials: PRS agrees to accept and Process all Materials
collected at SWS's transfer station or collected by UWS, as provided for under the TS Agreement and the
Collection Agreement, and delivered by SWS or UWS to the Facility, on the terms herein.
3. Processing Rate: As consideration for the receipt and proper Processing by PRS of the
Materials delivered by SWS and UWS, SWS and UWS shall each pay PRS a fee of Thirty Dollars
($30.00) per ton for Materials received by PRS at the Facility from SWS and UWS, respectively, as
adjusted pursuant to Paragraph 4 herein (the "Processing Rate"). Fees shall be paid by SWS and UWS
within thirty (30) days of receipt from PRS of a written invoice detailing the amount of Materials received
by PRS for each month.
4. Adjustment of Processing Rate:
a. Adjustment based on CPI: PRS shall have the right, commencing on July 1, 2012 and
annually thereafter, to increase the Processing Rate by a percentage equal to the
percentage increase, if any, in the Consumer Price Index, All Urban Consumers, U.S.
City Average, All Items (1982-1984=100), published by the United States Department of
Labor, Bureau of Labor Statistics ("Index"), for the preceding year, using the Index
published for the month nearest the beginning and the month nearest the end of such year.
Notwithstanding any other provision herein, to the extent any government having
jurisdiction over the Facility should impose any fee or tax ("Government Tax") on the
Facility associated with the Processing of Materials, the Processing Rate shall be
increased by the amount of such Government Tax, either at the per ton rate of such Tax
or if such Tax is not assessed on a per ton basis, in the proportion that the total tonnage of
Materials PRS reasonably projects to accept from SWS an UWS during the period for
which the Government Tax will pertain compared with other users of the Facility. On
each adjustment of the Processing Rate, PRS shall deliver to SWS and UWS written
notice stating the adjusted Processing Rate.
b. Five year review: Every five years the parties shall review the gate fee to determine
whether changes in the market for green and wood waste warrant an adjustment in the
gate fee to account for changes in the cost of processing and the income produced from
processed green and wood waste.
5. Term of Agreement: This Agreement shall expire as to each of SWS and UWS on the
expiration of the TS Agreement or the Collection Agreement, respectively, including extensions, subject
to earlier termination, as follows. PRS, on the one hand, and either of SWS or UWS, on the other, shall
be entitled to terminate this Agreement in the event of the other party's material breach hereof unless such
breach is cured within thirty (30) days after written notice thereof. This Agreement shall terminate
automatically as to any party in the event of such party's insolvency, bankruptcy, assignment for the
benefit of creditors or other debt reorganization unless, in the case of bankruptcy, the petition is removed
or withdrawn within thirty (30) days.
6. Type of Waste: PRS shall only accept, and SWS and UWS shall only be entitled to
provide, Materials not containing any prohibited substances or hazardous waste. PRS shall be entitled to
inspect the Materials and reject and/or return to SWS or UWS any Materials that are not in conformance
with the standards set forth herein. Notice of rejection of non -conforming Materials shall be given in
writing prior to the close of business on the day PRS receives such non -conforming Materials at the
Facility. Failure to provide written notice in accordance with the terms of the preceding sentence shall
forfeit PRS's right to reject such non -conforming Materials. SWS or UWS shall bear all costs associated
with inspecting, testing and rejecting any non -conforming Materials. Each party agrees to comply with
all laws applicable to such party in the performance of its duties hereunder.
7. Amount of Waste to be Delivered: SWS and UWS shall deliver an aggregate minimum
of 30 tons per day and an aggregate maximum of 75 tons per day of Materials to the Facility.
8. Time of Delivery: SWS and UWS shall be entitled to deliver Materials to the Facility
six (6) days a week, Monday thru Saturday during normal operating hours.
9. Attorney's Fees: If any litigation is commenced between PRS and SWS or PRS and
UWS to collect any sums due under this Agreement, or concerning any provisions of this Agreement, the
prevailing party in such litigation shall be entitled, in addition to such other relief deemed appropriate by
the court, to reasonable attorney's fees and expenses incurred in connection with such litigation.
10. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of SWS, UWS and PRS.
11. Confidentiality: Neither party shall disclose the Processing Rate to any person except
with the express written permission of the other, which permission shall not be unreasonably withheld.
Without limiting the generality of the foregoing, PRS shall agree to allow SWS or UWS to disclose the
Processing Rate as may be reasonably requested or required by the City of Ukiah under the TS
Agreement or the Collection Agreement.
12. Counterparts: This Agreement may be executed in counterparts, and shall be effective
when fully executed by all of the parties. The parties agree to accept signatures transmitted by facsimile.
13. Third Party Beneficiaries: The City of Ukiah shall be deemed a third party beneficiary
of this Agreement.
IN WITNESS WHEREOF, this Agreement is entered into as of the date first set forth above.
PACIFIC RECYCLING SOLUTIONS, INC.
SOLID WASTES SYSTEMS, INC.
0
UKIAH WASTE SOLUTIONS, INC.
IM
EXHIBIT B
STRATEGIC WASTE MANAGEMENT PLAN
The Next Generation of Waste Management
in Mendocino and Lake Counties
Strategic Waste Management Plan
C&S Wa Solutions of California
P.O. Box 60
Ukiah, Ca 95482
October 1 , 2010
Ul ited Septerr7,ber I, 2011
Introduction & Purpose f the P
This p presents o u r concepts fnext
generation solid waste managemeat
programs that a r e locally appropriato
These n e w programs supplement, n o t
replace, o u r existing recyc|ing programs
C&S will investigate each program f a n d
report back
Programs requiring a rate increase wou|d
require approva| of t h e jurisdiction(s)
Some m a y turn o u t to be fothers n o t
Plan Overview
The Plan is described in the following sections:
Section 1. Executive summary and plan overview
Section 2. Proposed new programs and activities
Section 3. Benefits of plan implementation
Section 1 . Executive Summary and
Plan overview
This Plan outlines along-term, comprehensive,
solid waste management strategy
It addresses all aspects of the municipal solid
waste stream
It offers innovative systems and processes to
recover and manage those materials and identifies
the benefits from doing so
It also identifies and provides new solid waste
management services for the communities served
by C&S
Alt
Ur
Objectives of the flan
Our objectives in developing this Plan include:
Minimizing landfilling of collected municipal solid
waste (MSW)
Maximizing energy and resource recovery
Reducing greenhouse gas production
Creating jobs
Being practical and affordable
Allowing phased implementation as projects and
programs become viable
Elements of the Plan
► The plan includes the following new programs:
Food waste collection and conversion
2. New Resource Recovery Facility to process MSW from Ukiah
Valley and Lake County/Clearlake
3. Localized landfill disposal
4. Waste to energy
► These programs supplement, not replace our
existing diversion programs
► Some may be feasible, others not
► They could be implemented on a phased basis, and
not necessarily in this order
Benefits of the flan
The new programs have the potential to:
Divert MSW -over 90% of the area's MSW (40,000 tons)
could be diverted from landfill each year
Produce Green Energy - 2,500 Kilowatts of clean,
renewable energy -enough to power over 3,600 homes
Provide jobs - over 80 temporary and 25 on-going new
"green" jobs
Eliminate Greenhouse Gas - Remove approximately 65,000
tons per year of greenhouse gases, equivalent to taking
13,000 cars off the road or planting 14,000 acres of pine
forest annually
.-MIN
upr"`
7
Food waste collection and conversion
New Resource Recovery Facility to
process MSW from Ukiah Valley and Lake
County/Clearlake
Localizing landfill disposal
MSW energy conversion
Program #10Foo Waste Collection
ando MluTlic;ipal Solid WaMe Sent #4 Landfill, 2007
Yard
Trimmings
7% P v
Food waste is the largest component of
our waste stream (1 8 to 22%)
Approximately 75% of food waste is from
commercial sources (restaurants,
commercial kitchens)
Initial activities include:
Food Waste Conversion System Feasibility Study
• In -vessel aerobic composting pilot program,
and
• Anaerobic digestion/fuel cell project
Demonstration food waste collection program
Implement full-scale collection and
diversion programs based on results
Foo
$2%
i B'#
Glass
6.
❑7h4a I
4%
iSr60d
Te xtlr*s
6%
P�iAI�C-H.
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4?C,
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9
Food Waste Option A: Ire -Vessel
Aerobic Composting
Leading edge technology
Fully contained system that minimizes odor, air, and water
quality issues
Produces a high quality compost
Possible to start small and increase capacity in a modular
fashion
Feed stocks include food waste, green waste and other
locally available organic materials
! I' e
�' 10
Food Waste option B: Anaerobic
Digestion and Fuel Cell Power
Food Waste, fats, oils, grease and other organic materials can
produce Biogas Fuel
Fuel cells provide 50% more power from the same amount of
fuel in a conventional power plant
No pollution emissions
Project could be stand-alone or consolidated with wastewater
treatment bio -solids digestion
Significant grant funding available to offset costs
w.�
4
LF .
*F,rograirn #2- Resource Recovery
Facility, (RRF) Program
Construct and operate Resource Recovery Facility
Consolidate Ukiah Valley and Lake
Cou nty/Cl earl ake waste
Locate at C&S's transfer station in Lakeport
Recovered recyclable materials shipped to Pacific
Recycling Solution's facility in Ukiah for
processing and shipment to markets
Post-RRF residue would be landfilled
Eastlake
Ukiah (if reopened)
M
12
mplementing the RRF could reduce
andfilling by an additional 20 to 30%
Transfer Station
Proposed
Resource Recovery
Facility (R;RF)
Current
13
grogram #3- Localization of
landfilling -Eastlake Landfill
Continue using for all Lake County MSW
Add Ukiah MSW on a multi-year contract
Provides significant funding for Lake County at
no additional cost to Ukiah customers
Provides long term disposal for Ukiah, with
flexibility to incorporate future opportunities
14
Program #3- Localization of
Landfilling -Ukiah Landfill
Investigate reopening Ukiah landfill
Different use options would be considered
Inerts only
Control inbound volumes to significantly extend
landfill life
Post-RRF residues
All Ukiah area waste
Lake County MSW to preserve Eastlake capacity
grogram #3- Localization of
Landfilling-Ukiah Landfill
Non-processible wastes from the Ukiah Transfer
Station saves hauling to a distant site
Some post-RRF residue could also be delivered
Advantages:
• Postpone closure 20+ years to avoid short-term
financial challenge.
• Reduces cost of transportation
• Lowers greenhouse gas emissions
• Provides local jobs
Program #4- Waste to Energy (WTE)
MSW remaining after food waste and RRF programs are
in place still has significant energy value
C&S will investigate feasibility of converting this
remaining MSW into energy
Recycling, composting, and digestion/fuel cell programs
would remain in place
Will consider the following state of the art technologies:
Anaerobic Digestion
Pyrolysis
Gasification
Siting in Lake County or Ukiah would be considered
Project could supply green power to Ukiah or others
Implement WTE when/if feasible
By phasing in Waste to Energy, C&S could reduce
landfilling well beyond exiting programs
Transfer Station
Current
M;E-�all
I
Proppsed
I
I
I
I
I
I
I
I
I
Why Consider Waste to Energy?
Vendors eager to supply demonstration plants to prove
their technology
They will provide financing and operations
Subsidies and grants available to offset capital costs
All diversion programs (recycling, composting, etc) will
remain in place
75 to 99% additional reduction of landfill disposal
Source of reliable, base load renewable energy near
population centers and industrial loads
Reduced greenhouse gas and other emissions
Very low emissions if properly designed and operated
19
Lux:
Section 3. Benefalts of the Plan
Implementation of these four (4) programs would:
Provide greater MSW Diversion from landfill
Localize all activities -no more reliance on distant
landfills owned by others
Allow C&S and its local government partners to
determine the timing and location of all activities
Extend landfill life
Create new local jobs
Provide clean, renewable energy
o Recover additional recyclable materials
Reduce greenhouse gas emissions
Enhance AB 939 and AB 32 Compliance
Olt
�WF� 20
Annual Diversion from Plan Elements
Current Amount Landfilled
1. Food Waste
2. Resource Recovery
Facility
3. Localizing Landfilling
4. Waste to Energy
Total amount Diverted
Total amount Landfilled
TPY = tons per year
9
44,400 TPY
2,700 TPY
139300 TPY
Not Applicable
25.600 TPY
41,600 TPY
2,800 TPY
6%
30%
Not Applicable
58%
94%
6%
21
The Plan Creates New Jobs
IA. Food Waste -Compost 5 1
1 B. Food Waste-AD/FC 15 1
2. Resource Recovery Facility 15 6
3. Landfill Localization 1 1
4. Waste to Energy 50 20
Total 86 29
Green Energy Production
The food waste digestion/fuel cell project
could produce approximately 300 kilowatts
&7ough topower over 400 homes
The waste to energy project could provide
approximately 2,200 kilowatts
07ough to power about 3,200 homes
The Plan Reduces Greenhouse Gas (GHG)
and Helps Meet AB32 Requirements
Program
1 A Food Waste Compost
1 B. Food Waste (AD/FC)
2. Resource Recovery
Facility
3. Landfill Localization
4. Waste to Energy
Total
87000 11600 1,700
81600 1 , 700 11800
20,200
alff
36,200
64,800 to
65,400 tons/yr
43000
BION
7, 2 00
12',900 to
13,000 cars
4,300
100
7,700
13,800 to
13,900 acres/yr
24
9
EXHIBIT C
LEGAL DESCRIPTION OF TRANSFER STATION SITE
DESCRIPTION:
ALL THAT CERTAIN PROPERTY SITUATED IN THE COUNTY OF MENDOCINO, AND STATE OF
CALIFORNIA, BEING DESCRIBED AS FOLLOWS:
BEGINNING AT A 1/2 INCH IRON PIPE PLUGGED LS 4043, LOCATED AT THE SOUTHWEST CORNER
OF PARCEL 3 AS SHOWN ON A PARCEL MAP OF MD 23-74 FILED IN MAP CASE 2, DRAWER 23, PAGE
89, MENDOCINO COUNTY RECORDS; THENCE NORTH 7 DEGREES 23'30" WEST, 379.92 FEET TO A
1/2" IRON PIPE PLUGGED LS 4043; THENCE CONTINUING NORTH 7 DEGREES 23'30" WEST, 44.11
FEET; THENCE NORTH 83 DEGREES 04'41 " EAST, 366.03 FEET; THENCE SOUTH 20 DEGREES 51' 04"
EAST, 60.30 FEET TO A 1/2 INCH IRON PIPE PLUGGED LS 4043; THENCE CONTINUING SOUTH 20
DEGREES 51'04" EAST, 365.46 FEET TO A 1/2 INCH IRON PIPE PLUGGED LS 4043; THENCE SOUTH 81
DEGREES 45'00" WEST, 465.17 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ANY PORTION DESCRIBED IN THE DEED TO MENDOCINO TRANSIT
AUTHORITY, A JOINT POWERS AGENCY, RECORDED MARCH 30, 1982 IN BOOK 1346 OFFICIAL
RECORDS, PAGE 255, MENDOCINO COUNTY RECORDS.
APN: 184-140-13
3151 Taylor Drive
Ukiah, CA 95482
EXHIBIT D
RATESCHEDULE
EXHIBIT D
Solid Wastes Systems, Inc.
Transfer Station Rate Schedule
Effective Date January, 2012
* Rates are rounded to the nearest five cents
MSW = Municipal Solid Waste
Calculated
NEW
2012
2012
2011
FA
Rate
Item
Rate
Rate
Rounded*
MSW - Ton
$74.50
$78.70
$78.70
MSW - Yard
$17.50
$18.50
$18.50
Minimum Gate Fee - MSW
Up to3cans $9.00
$9.25
$9.25
Per Can Rate - 32 gallon
After 3cans $3.00
$3.08
$3.10
Green Waste - Ton
$38.40
$40.79
$40.80
Green Waste - Yard
$5.60
$5.95
$5.95
Minimum Gate Fee - Green Waste
$5.50
$5.84
$5.85
Mixed Load - Additional Charge
$17.20
$18.27
$18.25
Appliances
$15.30
$16.25
$16.25
Oil Filters - Small
$0.35
$0.37
$0.35
Oil Filters - Medium
$0.60
$0.64
$0.65
Oil Filters - Large
$0.85
$0.90
$0.90
Concrete - Ton
$60.22
$63.97
$63.95
Dirt - Ton
$60.22
$63.97
$63.95
Sheetrock - Clean
$38.40
$40.79
$40.80
Sheetrock - Dirty
$60.22
$63.97
$63.95
Tires - Bicycle
$1.10
$1.17
$1.15
Tires - Motorcycle
$2.10
$2.23
$2.25
Tires - Passenger Car
$3.10
$3.29
$3.30
Tires - Passenger Car with Rim
$4.90
$5.20
$5.20
Tires - Truck
$6.70
$7.12
$7.10
Tires -Truck with Rim
$9.00
$9.56
$9.55
Tires - Tractor
40.00 - 300.00
42.49 - 318.66
42.50 - 318.65
E -Waste - Computers
No Charge
No Charge
No Charge
E -Waste - Monitors
No Charge
No Charge
No Charge
Scrap Metal
No Charge
No Charge
No Charge
* Rates are rounded to the nearest five cents
MSW = Municipal Solid Waste
EXHIBIT E
TRANSFER STATION RATE CALCULATION
EXHIBIT E
Solid Wastes Systems Transfer Station Components
Annual Adjustment Calculations
Effective Date January, 2012
Adjustments
Reclass fuel for destination change -$60,203.47
Reclass Disposal for destination change $99,556.44
Adjustment to base year for destination changes, before Indicies
Total Adjustments
39,352.97
Adjusted Cost
$3,104,185.64
Revenue base
Increase
COSTS Subject to adjustment
Cost
Index
$54,637.49
Landfill Destination Change
Allowed
Operating Costs subject to CPI
$1,309,108.96
CPI
$0.00
$
46,604.28
Fuel
$212,736.94
Fuel
$140,594.74
$
76,202.37
Disposal - Garbage
$698,641.65
Contract rate
Pass Through
$
-
Disposal - Processing
$289,414.82
Negotiated
Pass Through
$
-
Construction/Lease $2.36/ton
$73,638.68
Contract rate
Pass Through
$
-
Construction/Lease $10/ton
$312,028.30
Contract rate
Pass Through
$
-
City Landfill Fee $2/ton
$11,700.27
Set by City
Pass Through
$
-
MSWMA Fee $5/ton
$157,563.05
Set by City
Pass Through
$
-
Total COSTS Subject to adjustment
$3,064,832.67
$122,806.65
Adjustments
Reclass fuel for destination change -$60,203.47
Reclass Disposal for destination change $99,556.44
Adjustment to base year for destination changes, before Indicies
Total Adjustments
39,352.97
Adjusted Cost
$3,104,185.64
Revenue base
Projected
2010 Revenue
$2,259,178.07
Fuel
$54,637.49
Landfill Destination Change
($60,203.47)
Disposal - garbage
$99,556.44
Disposal - processing
$0.00
CPI adjustment
$46,604.28
Construction/Lease $2.36/ton
$0.00
Revenue change
$140,594.74
Adjusted revenue
$2,399,772.81
Revenue Increase $140,594.74
$ (21,564.88)
Included in adjustment
$ 39,352.97
17 744 n0
Current Increase New
:ontractor Rate increase as a percent 6.22%
$67.50
$4.20
$71.70
VISWMA Rate increase as a percent 0.00%
$5.00
$0.00
$5.00
:ity Rate increase as a percent 0.00%
$2.00
$0.00
$2.00
$74.50 Total Rate $78.70
IIEFFECTIVE RATE INCREASE PERCENT 5.64%
Page 1 of 5
EXHIBIT E
Solid Wastes Systems Transfer Station Components
Annual Adjustment Calculations
Effective Date January, 2012
Worksheet for computing the change in various indexes and factors which
comprise the components on which rates are adjusted
Fuel - June to June (EIA Petroluem & Other Liquids)
See Fuel cost adjustment worksheet
CPI - June to June (CPI -U All US Cities)
June 2010 June 2011 Index Increase (Decrease)
217.965 225.722 7.757
CPI % Change 3.56%
Landfill Fee Jan to Jan (Eastlake compared to Potrero Hills)
January 2011 January 2012 Increase (Decrease)
$ 33.48 $ 38.25 4.770
Disposal - Garbage Cost % Change 14.25%
Disposal Processing Fee Jan to Jan
January 2011 January 2012 Increase (Decrease)
$ 30.00 $ 30.00 $ 0.00
Disposal - Green Waste Cost % Change 0.00%
Transfer Station Tonnage at gate. Year to Year
January 2011 January 2012 Increase (Decrease)
31,202.83 31,202.83 0.00
Tonnage % Change 0.00%
City Landfill Fee June to June
January 2011 January 2012 Increase (Decrease)
$ 2.00 $ 2.00 $ 0.00
City Landfill Fee % Change 0.00%
MSWMA Fee June to June
January 2011 January 2012 Increase (Decrease)
$ 5.00 $ 5.00 $ 0.00
MSWMA Fee % Change 0.00%
Page 2 of 5
SWS Transfer Station Agreement
EXHIBIT E
Adjustment Adjustment
Cost/Rev Period Method
Index Cost
Used Grouo
1,2,4
Construction / Lease
$2.36 / MSW ton
Annual
100% of index change
CPI - US Cities CPI -U
Base Rate as Adjusted
3
Construction / Lease
$10.00 / MSW ton
Time to Time
Per City
N/A
Pass Through
1,2
Fuel
Annual
100% of index change
eia Ca #2 Diesel Retail all sellers
Base Rate as Adjusted
Disposal - Landfill
Time to Time
Per Landfill Agreement
N/A
Pass Through
9
Disposal - Processing
Time to Time
Per Processor Agreements
N/A
Pass Through
1,2
Operating Costs
Annual
100% of index change
CPI - US Cities CPI -U
Base Rate as Adjusted
Per Ton Contractor Gate
4
City Franchise Fee
$2.00
Time to Time
Per City
N/A
Pass Through
4
MSWMA Fee
$5.00
Time to Time
Per MSWMA
N/A
Pass Through
6,7,8
ITOTAL GATE FEE
Notes
1 Agreement should state mutually agreed upon Index if Index becomes unavailable
2 June to June change
3 Lease rate replaces construction rate January 1, 2017 - $10.00 per ton MSW
4 Part of Construction rate left in gate rate to cover triple net lease costs (adjusts by CPI) starting January 1, 2017. i.e.. Prop tax, Insurance & R&M.
4 Agreement should state initial rate, subject to change by City / MSWMA action
5 Exhibit of calculation to be made part of agreement
6 SWS requests new rate by Aug 15, City approves by Oct 15, Pub Notice given by Nov 1, Adjusted Rate goes into effect following January 1.
7 Per Yard Gate Fee shall be equal to 24.05% of per ton contractor gate fee PLUS per ton City & MSWMA fees divided by 5.54 (MSWMA yards / ton)
8 Rate change is calculated as follows: % annual adjustment X actual prior year (July to June) component cost = new funds needed / total gate revenue
_ % adjustment to gate rate.
9 Processing contract mutually agreed to with city - i.e. PRS grinding yard rate charged SWS for greenwaste.
City can direct SWS to implement other programs, provided the costs of such programs are covered through increased rates.
Page 3 of 5
EXHIBIT E
Transfer Station Agreement
Calculation to adjust fuel costs for change in landfill destination at January, 2012
Base year
Adjusted base
calculation
year calculation
Fuel Cost in Base year
$ 212,736.94
$ 212,736.94
Miles per roundtrip
251
129
MPG
6
6
Gallons of fuel per trip
41.83
21.50
Fuel cost per galllon during base year
$ 3.102
$ 3.102
Fuel cost per trip
$ 129.76
$ 66.69
Tons hauled to landfill
21,000
21,000
Tons per truck loan
22
22
Truck trips per year
954.55
954.55
Fuel Index Change
5463749.00%
5463749.00%
Landfill trip fuel cost $ 123,862.41 $ 63,658.94
Adjustment to base year landfill trip fuel costs $ (60,203.47)
Non -Landfill trip fuel cost $ 88,874.53 $ 88,874.53
Adjusted Base year fuel cost 1 $152,533.47
Page 4 of 5
-122.00
-20.33
$ (63.07)
Fuel Exhibit#11
EXHIBIT E
Transfer Station Agreement
Page 5 of 5
Fuel Revenue Adjustment Worksheet, based on Fuel Index change, June to June
Fuel Exhibit #2
Base Year Fuel Index and Cost
3.102
$152,533.47
As negotiated
Index Change - New
vs. Base Year
1
Estimated Fuel index adjustment at June 2011
4.213
35.82%
$54,637.49
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2012 rate revision
$54,637.49
$0.00
Less: Prior Fuel Cost applied to rate
$207,170.96
Fuel Cost Allowed Year 1
Annual adjustment based on Fuel Index change, year to year (using example fuel index changes)
2
Estimated Fuel index adjustment at June 2012
4.630
49.26%
$75,137.99
Plus: Base Year Cost X Index Change
Revenue adjustment forJanuary 2013 rate revision
>11 $20,500.50
$54,637.49
Less: Prior Fuel Cost applied to rate
$227,671.46
Fuel Cost Allowed Year 2
3
Estimated Fuel index adjustment at June 2013
3.940
27.01%
$41,199.29
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2014 rate revision
>1 ($33,938.70)
$75,137.99
Less: Prior Fuel Cost applied to rate
$193,732.76
Fuel Cost Allowed Year 3
4
Estimated Fuel index adjustment at June 2014
4.330
39.59%
$60,388.00
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2015 rate revision
$19,188.71
$41,199.29
Less: Prior Fuel Cost applied to rate
$212,921.47
Fuel Cost Allowed Year 4
5
Estimated Fuel index adjustment at June 2015
5.410
74.40%
$113,484.90
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2016 rate revision
$53,096.90
$60,388.00
Less: Prior Fuel Cost applied to rate
$266,018.37
Fuel Cost Allowed Year 5
6
Estimated Fuel index adjustment at June 20
4.870
57.00%
$86,944.08
Plus: Base Year Cost X Index Change
Revenue adjustment for January 2017 rate revision
>1 ($26,540.82)
$113,484.90
Less: Prior Fuel Cost applied to rate
$239,477.55
Fuel Cost Allowed Year 6
Page 5 of 5
EXHIBIT F
TRANSFER STATION LEASE
TRANSFER STATION LEASE
THIS TRANSFER STATION LEASE (the "Lease") is made between the City of Ukiah, a
municipal corporation ("Lessor"), and Solid Wastes Systems, Inc., a California corporation ("Lessee"), as
of the later of 1 st day of January, 2017 or the date of the closing of Lessor's Purchase of the Premises
from Lessee, with reference to the following:
A. Pursuant to that certain Amended and Restated Transfer Station Agreement
between Lessor, Lessee and Yulupa Investments, LLC dated November _, 2011
(the "Agreement"), Lessor has agreed to lease to Lessee, and Lessee has agreed
to lease from Lessor, that certain improved real property situated in the City of
Ukiah, County of Mendocino, State of California, commonly known as 3151
Taylor Drive (the "Premises").
B. Capitalized terms used herein have the meaning stated in the Agreement, unless
otherwise expressly stated herein.
NOW, THEREFORE, in and for the mutual covenants herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and Lessee agree as
follows:
1. Lease. Lessor hereby leases the Premises to Lessee on the terms and conditions of this
Lease.
2. Term. The term hereof shall commence on the later of January 1, 2017 or the date of the
closing of Lessor's purchase of the Premises from Lessee ("Commencement Date") and continue until the
expiration or termination of the term of the Agreement (including extensions thereof).
3. Rent. The monthly rent shall equal the product of $10.00 times the number of tons of
Acceptable Waste accepted by Lessee at the Premises during such month for which Lessee charges a per
ton or per yard MSW Rate (as of the Effective Date approximately 31,000 tons per year). Such rent shall
be paid to Lessor in arrears, within thirty (30) days after the end of the month, at City Hall, 300 Seminary
Drive, Ukiah, California 95482, or at such other place as may be designated by Lessor from time to time.
Each monthly rent payment shall be accompanied by a statement showing the tons of Acceptable Waste
received by Lessee through the gate at the Premises during the relevant month. Cubic yards received
through the gate for the purpose of rent due will be converted to tons at 5.54 cubic yards equals one ton.
The per ton monthly rent may be increased annually on January 1St (beginning January 1, 2018), at
Lessor's election exercisable by written notice given to Lessee at least ninety (90) days prior to the date of
increase, by the percentage increase, if any, in the Consumer Price Index, All Urban Consumers, U.S.
City Average, All Items (1982-1984=100), published by the United States Department of Labor, Bureau
of Labor Statistics (the "Index") for the twelve-month period ended on the June 30th immediately prior to
the notice, using the Index published for such June as compared with the Index published for June of the
prior year. On January 1, 2022 and every five years thereafter, Lessor may increase the per ton monthly
the rent on one hundred twenty (120) days' prior written notice to Lessee, provided that such increase,
when passed through to the Transfer Station Rates causes those Rates to exceed the average rates of the
facilities in competition with the Transfer Station.
4. Acceptance of Premises in "AS IS" Condition. Lessee acknowledges that Lessee
constructed and has owned, operated and maintained the Premises until they were conveyed to Lessor just
prior to the Commencement Date. As of the Commencement Date, Lessee accepts the building,
improvements and any equipment on or in the Premises in their existing condition. No representation,
statement or warranty, express or implied, has been made by or on behalf of Lessor as to such condition
or as to the use that may be made of such property. In no event shall Lessor be liable for any defect in
such property or for any limitation on its use.
5. Use. The Premises are to be used for the operation of a solid waste transfer station in
accordance with the Agreement, and any related activities lawfully conducted by Lessee.
6. Uses Prohibited. Lessee shall not use any portion of the Premises for purposes other than
those specified hereinabove, and no use shall be made or permitted to be made upon the Premises, nor
acts done, which will increase the existing rate of insurance upon the property, or cause cancellation of
insurance policies covering said property.
7. Assignment and Subletting. Lessee shall not assign this Lease or sublet any portion of
the Premises without the prior written consent of Lessor, which shall be in Lessor's sole and absolute
discretion to give. Any such assignment or subletting without such consent shall be void and, at the
option of the Lessor, may terminate this Lease.
8. Ordinances and Statutes. Lessee shall comply with all statutes, ordinances and
requirements of all municipal, state and federal authorities now in force, or which may hereafter be in
force, pertaining to the Premises, occasioned by or affecting the continuing use thereof by Lessee.
9. Maintenance, Repairs, Alterations. Lessee acknowledges that the Premises are in good
order and repair. Lessee shall, at its own expense and at all times, maintain the Premises (including all
improvements) in good order and repair, keep the Premises clean and in good and safe condition, do no
damage to the Premises, and shall surrender the Premises, at termination or expiration of this Lease, in as
good condition as received, normal wear and tear excepted. Lessee's obligation includes any
reconstruction or replacement of the Improvements necessary to maintain the Premises in good condition
for the uses allowed under this Lease.
No improvement or alteration of the Premises shall be made by Lessee without the prior written
consent of Lessor. Prior to the commencement of any substantial repair, improvement or alteration to
which Lessor shall so consent, Lessee shall give Lessor at least two (2) days advance written notice in
order that Lessor may post appropriate notices to avoid any liability for liens.
10. Entry and Inspection. Lessee shall permit Lessor or Lessor's agents to enter upon the
Premises without prior notice during hours when the Premises are open to the public and at other
reasonable times upon reasonable notice for the purpose of inspecting the same, and will permit Lessor to
place upon the Premises any usual "To Let" or "For Lease" signs, and permit persons desiring to Lease
the same to inspect the Premises thereafter, within six (6) months prior to expiration of this Lease.
11. Indemnification of Lessor. Lessor shall not be liable for any damage or injury to Lessee,
or any other person, or to any property, occurring on the Premises or any part thereof, and Lessee agrees
to fully indemnify, defend and hold Lessor harmless from and against any claims for damages arising out
of Lessee's use of the Premises, no matter how caused, and from any expense, cost, or liability associated
with such claim or the defense of any such claim.
12. Insurance. Lessee, at its expense, shall maintain public liability insurance, including
bodily injury and property damage, in accordance with the terms of Section 9 of the Agreement.
13. Utilities. Lessee shall be responsible for the payment of all utilities, including water, gas,
electricity, heat and other services delivered to the Premises during the term hereof.
14. Abandonment of Premises. Lessee shall not vacate or abandon the Premises at any time
during the term hereof, and if Lessee shall abandon or vacate the Premises, or be dispossessed by process
of law, or otherwise, any personal property belonging to Lessee left upon the Premises shall be deemed to
be abandoned, at the option of Lessor.
15. Condemnation. If any part of the Premises shall be taken or condemned for public use,
and a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the part
taken, terminate as of the date the condemnor acquires possession, and thereafter Lessee shall be required
to pay such proportion of the rent for the remaining term as the value of the Premises remaining bears to
the total value of the Premises at the date of condemnation; provided, however, that Lessee may at its
option, terminate this Lease as of the date the condemnor acquires possession. In the event that the
Premises are condemned in whole, or that such portion is condemned that the remainder is not susceptible
for use hereunder, this Lease shall terminate upon the date upon which the condemnor acquires
possession. All sums which may be payable on account of any condemnation shall belong to the Lessor,
and Lessee shall not be entitled to any part thereof, provided, however, that Lessee shall be entitled to
retain any amount awarded to Lessee for its trade fixtures or moving expenses.
16. Trade Fixtures. Any and all fixed improvements made to the Premises during the term
hereof shall belong to Lessor, except trade fixtures of the Lessee. Lessee may, upon termination hereof,
remove all its trade fixtures, subject to Lessor's rights under Section 10.2.2 of the Agreement, but shall
repair or pay for all repairs necessary for damages to the Premises occasioned by such removal.
17. Destruction of Premises. In the event of a whole or partial destruction of the Premises
during the term hereof from any cause, Lessor shall forthwith repair the same provided that the insurance
proceeds are sufficient for such purpose and provided that such repairs can be made within one hundred
twenty (120) days under existing governmental laws and regulations, but such partial destruction shall not
terminate this Lease, except that Lessee shall be entitled to a proportionate reduction of rent while such
repairs are being made, based upon the extent to which the making of such repairs shall interfere with the
business of Lessee on the Premises. If such repairs cannot be made with the available insurance proceeds
or within said one hundred twenty (120) days, Lessor or Lessee, at its option, may make the same within
a reasonable time, this Lease continuing in effect with the rent proportionately abated as aforesaid, and in
the event that Lessor shall not elect to make such repairs which cannot be made with the available
insurance proceeds or within one hundred twenty (120) days, this Lease may be terminated at the option
of either party.
18. Insolvency. In the event a receiver is appointed to take over the business of Lessee, or in
the event Lessee makes a general assignment for the benefit of creditors or Lessee takes or suffers any
action under any insolvency or bankruptcy act, the same shall constitute breach of this Lease by Lessee.
19. Remedies of Lessor on Default. In the event of any breach of this Lease by Lessee,
Lessor may, at its option, terminate the Lease and recover from Lessee: (a) the worth at the time of award
of the unpaid rent which was earned at the time of termination; (b) the worth at the time of award of the
amount by which the unpaid rent which would have been earned after termination until the time of the
award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (c)
the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the
time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided; and
(d) any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee's
failure to perform its obligations under the Lease or which in the ordinary course of things would be
likely to result therefrom.
Lessor may, in the alternative, continue this Lease in effect, as long as Lessor does not terminate
Lessee's right to possession, and Lessor may enforce all its rights and remedies under the Lease, including
the right to recover the rent as it becomes due under the Lease. If said breach of Lease continues, Lessor
may, at any time thereafter, elect to terminate the Lease.
Nothing contained herein shall be deemed to limit any other rights or remedies which Lessor may
have.
20. Attorney's. In case suit should be brought for recovery of the Premises, or for any
sum due hereunder, or because of any act which may arise out of the possession of the Premises, by either
party, the prevailing party shall be entitled to all costs incurred in connection with such action, including
reasonable attorney's fees.
21. Waiver. No failure of Lessor to enforce any term hereof shall be deemed to be a waiver
of such term.
22. Notices. Any notice which either party may or is required to give, shall be given by
mailing the same, postage prepaid, to Lessee at the Premises, or Lessor at the address set forth in Section
3 above, or at such other places as may be designated by the parties hereunder from time to time.
23. Time. Time is of the essence of this Lease.
24. Heirs, Assigns, Successors. This Lease is binding upon and shall inure to the benefit of
the respective heirs, assigns and successors in interest to each of the parties.
25. Property Taxes. Lessee shall pay all Property Taxes upon the Premises, including any
improvements thereon (such as the Improvements). For purposes of this Lease, "Property Taxes" shall
mean: (a) all real estate taxes and other assessments on the Premises and/or any improvements, including
assessments for special improvement districts and building improvement districts, taxes and assessments
levied in substitution or supplementation in whole or in part of any such taxes and assessments; (b) all
personal property taxes for property that is owned by Lessor and used in connection with the operation,
maintenance and repair of the Premises and/or improvements; (c) all governmental charges attributable to
the Premises (such as business license taxes and fees); and (d) all costs and fees incurred in connection
with seeking reductions in any tax liabilities described in (a) or (b) above, including, without limitation,
any costs incurred by Lessor for compliance, review and appeal of Property Tax liabilities. The parties
shall use their best efforts to maintain or decrease the assessed value of the Premises upon conveyance of
the Premises to Lessor.
26. Lessor's Liability. The term "Lessor," as used in this paragraph, shall mean only the
owner of the real property or Lessee's interest in a ground lease of the Premises. In the event of any
transfer of such title or interest, the Lessor named herein (or the grantor in case of any subsequent
transfers) shall be relieved of all liability related to Lessor's obligations to be performed after such
transfer; provided, however, that any funds in the hands of Lessor or grantor at the time of such transfer
shall be delivered to grantee. Lessor's aforesaid obligations shall be binding upon Lessor's successors and
assigns only during their respective periods of ownership.
27. Estoppel Certificate.
(a) Lessee shall at any time upon not less than ten (10) days' prior written notice
from Lessor execute, acknowledge and deliver to Lessor a statement in writing (i) certifying that this
Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification
and certifying that this Lease, as so modified, is in full force and effect), the amount of any security
deposit, and the date to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to Lessee's knowledge, any uncured defaults on the part of Lessor
4
hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied
upon by any prospective purchaser or encumbrancer to the Premises.
(b) At Lessor's option, Lessee's failure to deliver such statement within such time
shall be a material breach of this Lease or shall be conclusive upon Lessee (i) that this Lease is in full
force and effect, without modification except as may be represented by Lessor, (ii) that there are no
uncured defaults in Lessor's performance, and (iii) that not more than one month's rent has been paid in
advance or such failure may be considered by Lessor as a default by Lessee under this Lease.
(c) If Lessor desires to finance, refinance or sell the Premises, or any part thereof,
Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such financial statements
of Lessee as may be reasonably required by such lender or purchaser. Such statements shall include the
past three years' financial statements of Lessee. All such financial statements shall be received by Lessor
and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.
28. Hazardous Materials. Lessee shall indemnify and hold harmless Lessor with respect to
the discharge by Lessee or its agents of any toxic or hazardous materials on or in the Premises during the
term hereof.
29. Entire Agreement. The foregoing (including, where applicable, the Agreement)
constitutes the entire agreement between the parties with respect to the Premises and may be modified
only by a writing signed by both parties. Capitalized terms used, but not defined, herein shall have the
respective meanings given them in the Agreement.
30. Governing Law; Forum. This Lease shall be construed in accordance with the internal
laws of the State of California (irrespective of choice of law principles). Any dispute hereunder shall be
resolved in the state courts in Mendocino County and state appellate courts. The parties waive any right
to a jury trial.
IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above written.
CITY OF UKIAH (LESSOR) SOLID WASTES SYSTEMS, INC. (LESSEE)
Title: Title:
EXHIBIT G
CURRENT GEOGRAPHIC AREA SERVED BY TRANSFER STATION
The areas marked as Franchise Areas 3 and 2 (Inland) on the attached map, including the
incorporated City limits.
EXHIBIT G
MAP OF SOLID WASTE REFUSE COLLECTION
AREA
SOLID WASTE REFUSE COLLECTION AREAS
Q `� Mendocino County
}
5�
W ast
Discuss��...
City of Ukiah
City Council Meeting
November 2. 2011
At 2007 Purchase:
City willing to work with new owner on
purchase
Not to cost the City
Rate Payers
At time of purchase, City under
enforcement action by State - Diversion
Rate
Service, and condition of fleet (fuel/oil
leaks) complaints
Collection and1"ranster titai;
,�,�►areements
Superior Service under new owner, many
new improvements, complaints greatly
reduced
Diversion rate came into compliance with
State mandates
New Fleet was purchased
' s +
Collection ano I ranster t
regiments
Two Rate Increases
2008 -Capital cost of new carbon compliant fleet
2010 -Gate Fees (Potrero Hills)
No long-term contract with Protrero Hills -Fees
more than declared
Fuel costs -spike and exceed anticipated cost
Acknowledged at the time
End of Potrero Hills contract December 2011
Looking at options for disposal site, including using
existing City Landfill
Return to discuss, looking at long term view.
SWS negotiated 5 -year agreement with
Lake County, begins January 2012
Agreement stabilized gate fee for first 3
years, with cost of living years 4 & 5
Investment in long-term strategies - --
requires SWS to have the ability to go to
the bank to finance investments
Long-term agreement with City provides
platform for SWS investments
City could simply extend existing
agreements, but good reasons for change
Existing waste collection agreement
original from 1983, content out of date
New Transfer Station agreement makes
agreements more similar to each other,
and formalizes the actual Lease called for
in existing agreement
'as mollectio r ars : ,I,r
t_
_ Ci ansfier
Iftreements
�o
policies
New Agreements reflect
methods, but provide for
New Agreements providE
setting
Covers individual market
cost
existing service
'changes
method
of rate
factors that affect
Address shortfalls in cost of living not
covered under 2010 increase
Spells out process for five year rate
information required to be assessed
,,,.ste Collection and franster
iTeements
review,
ITEM NO.: 12b
MEETING DATE:
AGENDA SUMMARY REPORT
November 2, 2011
SUBJECT: CONTINUATION OF DISCUSSION AND CONSIDERATION REGARDING UPDATING
PROCUREMENT POLICY AND LIMITS.
Summary: In a time of increased workloads, reduced staffing and reduction in work hours, staff has
identified potential efficiency measures that could be implemented with the revision of outdated procurement
policies and limits that are 20 years old. The current limits required the preparation of 151 formal reports
last fiscal year for purchases. The majority of these reports were for relatively routine and/or minor
purchases under $30,000. This discussion was first brought to Council at the October 19th meeting, seeking
input on amending the City's procurement policy and limits to a level consistent with other Cities, while
maintaining an acceptable level of public accountability that is consistent with industry standards. As a
result of that meeting, more information was requested of staff in order to better assist Council to provide
further direction, which is the purpose of this report.
Discussion regarding Council Reporting Limits.
The Ukiah City Code Section 1522 regarding purchasing procedures requires City staff to report to Council
any purchase made over $5,000 and not more than $10,000, and also requires any purchases over $10,000
to be awarded by Council. These limits were established by Ordinance No. 918 in 1991. An analysis was
done prior to the October 19th meeting to determine how many purchase orders (POs) were issued during
Fiscal Years 2009/2010 and 2010/2011 that qualified for this reporting. At the request of the Council, with
information that is readily available, staff further analyzed the types of purchases that fell within these same
areas, as well as the total number of PO's issued for each fiscal year. The following is a result of this
revised analysis:
PO COUNT ANALYSIS — REQUIRED COUNCIL REPORTING OR ACTION
Dollar Range
2009/2010
Type of PO*
2010/2011
Type of PO*
# of POs M P C FIP # of POs M P C FIP
>$5k to $10k
58 1 44%
32
21
5
0
71
47%
36
26
9
0
>$10k to $15k
10 8%
4
4
1
1
20
13%
9
8
1
2
>$15k to $20k
8 6%
4
3
1
0
7
5%
4
3
0
0
>$20k to $25k
4 3%
2
1 1
0
1 1
7
5%
3
1 3
1 1
0
>$25k to $30k
6 5%
1
2
2
1
6
4%
3
2
1
0
>$30k
47 1 35%
13
18
16
0
40
1 26%
10
20
1 10
0
Total:
133 1
56
49
25
3
151
1
65
62
221
2
Total POs issued.
687
1
629
*M=Materials, P=Professional Services, C=Construction-type, FIP=Fagade Improvement Program Grant
Recommended Action(s): Provide direction on amendina procurement Dolicv and limits.
Alternative Council Option(s): N/A
Citizens advised: N/A
Requested by: City Management Team
Prepared by: Mary Horger, Purchasing Supervisor
Coordinated with: Jane Chambers, City Manager and Sage Sangiacomo, Assistant City Manager
Attachments: Section 1522 of Municipal Code, Policv Resolution No. 13, CAPPO Survev
Approved: Cz�
Jae hambers, City Manager
It is estimated that it takes 2 to 6 hours of staff time to process each Agenda Summary Report (ASR). This
includes writing the report, reviews, approvals, printing, distribution and web posting — all involving several
different staff members. Not included in the analysis is the amount of Council time reviewing each report.
Below is an estimate of the total staff time involved with purchase related ASR processing based on the PO
analysis provided above. Also provided, as requested by Council at the October 19`" meeting, is a labor
rate range (provided by the City Manager and Director of Finance) of $28-$50 per hour, to show the
estimated labor cost of producing an ASR.
CURRENT ASR PROCESSING TIME
Fiscal Year:
2009/2010
2010/2011
Average
Total number of POs:
133
151
142
*Total Staff Time:
266-798 hours
302-906 hours
284-852 hours
Cost to produce ($28/hourx Total Staff Time):
$7,448- $22,344
$8,456 - $25,368
$7,952 - $23,856
Cost to produce ($50/hourx Total Staff Time):
$13,300 - $39,900
$15,100 - $45,300
$14,200 - $42,600
*Based on 2-6 hours x total # of POs
To include a broader perspective, information was sought as to what other agencies use as board approval
thresholds. A survey was performed in 2010 by the California Association of Public Purchasing Officers,
Inc. (CAPPO) that provided this information. Based on the 154 agencies that participated in this survey, the
average, excluding thresholds exceeding $100,000, was $44,633. The City of Ukiah's threshold for Council
approval is currently $10,000.
The City Council additionally requested to see dollar threshold limits for cities specifically comparable with
Ukiah. For this purpose, staff is using the same cities that are used for salary surveys, which are Eureka,
Grass Valley, Hanford, Healdsburg, Hollister, Lompoc and Woodland. At the request of some members of
the public, the City of Willits and the City of Fort Bragg have also been added to this group. Lompoc was
the only city out of this group that had participated in the 2010 CAPPO Survey, necessitating further
research. Below is a table showing the comparable cities, their thresholds, and resulting combined
average. (Please note that this average comes out to be almost exactly the same as the combined average
of the CAPPO survey.)
COUNCIL/BOARD APPROVAL — COMPARABLE CITIES
City
Council/Board Approval Required
Eureka
$15,000
Grass Valley
$25,000
Hanford
$20,000 ($30,000 for Street Maintenance Materials)
Healdsburg
$25,000
Hollister
$20,000
Lompoc
$100,000
Woodland
$125,000 (currently amending Public Works only to $175,000
Willits
$25,000
Fort Bra
$50,000
Average;
$45,000
It was also investigated what number of purchase -related ASRs were pulled from Consent Calendar, and
how many did not pass. According to the City Clerk's records, in Fiscal Years 09/10 and 10/11, only 4 items
total were pulled, and only 1 did not pass. Of the ones that were pulled, their dollar thresholds were large
enough that they would not be impacted by our proposed changes.
Discussion regarding Authority to Approve Change Orders.
Policy Resolution No. 13 delegates authority to City officials to issue change orders in the amount of 10% of
the original contract sum, or $5,000, whichever is greater, without exceeding the total amount that the City
Council has previously budgeted for the project unless Council separately authorizes an additional
appropriation, on public construction contracts only. If a change order is required for more than this amount
it then goes back to Council for further approval.
This authorization does not currently exist for supply and equipment purchases, maintenance contracts, or
professional services contracts that require Council action. The effect of this is that staff has to either delay
the purchase or contract, and come back to Council for further action, or remember to request this authority
each time an ASR is written when originally requesting Council award in order to manage minor
contingencies.
STAFF RECOMMENDATIONS:
Change of Reporting Limits. Staff proposes changing the reporting limits outlined in Ukiah City Code
Section 1522 to the following:
Current Council Reporting Limit: >$5,000 to $10,000
Proposed Change: >$20, 000 to $30, 000
Current Required Council Award: >$10,000
Proposed Change: >$30, 000
By changing the reporting limits as recommended, approximately 60% fewer purchasing related ASRs on
average will be generated yearly. This will equate into a yearly time savings, in the area of ASR
preparation, of about the same percentage, as illustrated below:
Current Average Requiring ASRs
Projected POs No Longer
Requiring ASRs
Projected POs
Requiring ASRs
142 POs yearly
87
55 POs yearly
284-852 staff hours
174 — 522 staff hours (savings)
110-330 staff hours
Cost to produce
($28/hour x Total Staff Time):
$4,872 - $14,616
$3,080 - $9,240
Cost to produce
($50/hour x Total Staff Time):
$8,700 - $26,100
$5,500 - $16,500
Furthermore, the $30,000 threshold is consistent with the California Uniform Public Construction Cost
Accounting Act. (Please note, that pursuant to AB 720 that was just signed into law on October 9t", 2011
and effective January 1, 2012, the current dollar threshold of $30,000 or less to be performed by the
employees of the public agency by force account, negotiated contractor, or purchase order, will be
increased to $45,000.)
If the thresholds are changed as recommended, the purchases can only be made using Council approved
budget, and will require additional Council approval if a budget amendment is required. Additionally,
Council and the public will still be able to review these purchases, as they will continue to be reported
through the Accounts Payable monthly disbursement report submitted as part of the Council Agenda
Packet.
Grant Additional Authority to Approve Change Orders. Staff proposes that the change order authority given
for Public Construction Contracts, as outlined in Policy Resolution No., 13, be similarly extended to
maintenance contracts, and professional services contracts. For material and supply purchases, it is
requested that the change order authority be limited to 10% of the original contract sum only, less the "or
$5,000 whichever is greater", as staff feels that this would be more prudent and appropriate for these types
of purchase. This recommendation will be a great opportunity to save staff time, avoid unnecessary
purchase delays, as well as streamline and provide consistency to the current process.
ATTACHMENT__1____
OPEN MARKET, INFORMAL BIDDING AND CONTRACTUAL SERVICES PROCEDURE:
A.Definitions: When used in this section, the following terms shall have the following meanings, unless
another meaning is expressly stated when the term is used:
CONTRACT FOR SUPPLIES AND EQUIPMENT: A contract for the purchase or rental of supplies
and equipment, where the only service provided directly to the city involves the delivery and/or
installation of the supplies or equipment, is incidental to the purchase, and where the value of the
services provided under the contract is less than twenty percent (20%) of the total contract price.
COSTING: As used in such phrases as "costing the city" or "costing more than" means the total cost
to the city, including, but not limited to, applicable sales tax and shipping costs. The amount may be
estimated before bids are received. If a bid is received for not more than ten percent (10%) more than
the estimated amount, the procurement method specified for the estimated amount may be followed.
LOCAL VENDOR: A business with a physical business address in Mendocino County at which
location the owner and/or employees are regularly employed and with a currently effective business
license issued by the city in which it is located or, if located in the unincorporated area, by Mendocino
County.
MAINTENANCE: Shall have the meaning provided in Public Contracts Code section 22002(d), as it
currently reads or as it may be amended to read.
OPEN MARKET PURCHASE: A purchase made without a prior written solicitation of formal bids. In
making open market purchases, the purchasing officer is encouraged to take advantage of modern
communications to obtain the lowest possible price, consistent with the city's needs, including, but not
limited to, the use of the telephone, the internet and e-mail, and to use all reasonable means to solicit
quotes or proposals from local vendors. The purchasing officer shall maintain a permanent public
record for a period of one year from the date of purchase of each open market purchase, including
the method used to obtain information from vendors, the quotes sought and received, the bid selected
and the reason for the selection.
PERSONAL SERVICES CONTRACT: A contract for professional or other services that does not
involve the building or construction trades, but does include construction management, engineering,
architectural and similar construction design or inspection services.
PUBLIC PROJECT: Has the meaning provided in Public Contracts Code section 22002(c) -(d), as it
currently reads, and as it may be amended from time to time.
B.Purchases Of Supplies And Equipment:
1. Supply And Equipment Contracts Under Ten Thousand Dollars: Open market purchases may be
used for contracts for the purchase of supplies and equipment costing ten thousand dollars
($10,000.00) or less, if the purchase is included within an approved fund account and an
unencumbered appropriation exists in the fund against which the purchase may be charged.
Purchases costing more than five thousand dollars ($5,000.00) shall be reported to the city council at
its next regular meeting following the purchase. The report shall include the information described in
the definition of "open market purchase".
2. Supply And Equipment Contracts Over Ten Thousand Dollars: Contracts for the purchase of
supplies and equipment costing more than ten thousand dollars ($10,000.00) shall be procured using
the following procedures:
a. Minimum Number Of Bids: Whenever reasonably feasible, the purchasing officer will award the
contract based on at least three (3) bids.
b. Notice Inviting Bids: The purchasing officer shall solicit bids by written request, including the use
of e-mail or fax, and/or by telephone with written confirmation to follow within three (3) working
days, which notice shall include such specifications and bidding requirements as the purchasing
officer determines are appropriate to the work, and as are required by law. The purchasing officer
shall make reasonable efforts to solicit bids from local vendors.
c. Written Bids: Sealed written bids or bids submitted by e-mail or fax shall be submitted to the
purchasing officer. The purchasing officer shall not disclose the contents of any bids submitted by
sealed bid, fax, e-mail, or telephone, followed by timely written confirmation, until the time
appointed to open or consider all submitted bids.
d. Award Of Bids: Supplies and equipment shall be rented or purchased from the least expensive
source, if the purchasing officer is satisfied that all sources and the products offered are of equal
quality and suited to the city's needs. The purchasing officer shall maintain a permanent record for
a period of one year of the quotes sought and received, the bid selected and the reason for the
selection. The city council must award the bid based on the recommendation of the purchasing
officer.
3. Cooperative Purchases: The purchasing officer may purchase supplies and equipment through a
consolidated supply contract or other cooperative purchasing arrangement with another governmental
agency, if available to the city and if the purchasing officer determines that the procurement method
used by that agency provides a purchasing advantage to the city.
C.Other Contracts:
1. Public Projects Contracts
a. Contracts for public projects shall be procured in accordance with the California uniform public
construction cost accounting act 2, as it now reads and as it may be amended from time to time.
b. Contracts for public projects costing thirty thousand dollars ($30,000.00) or less or such other
amount as may be periodically established by the California uniform construction cost accounting
commission pursuant to Public Contracts Code section 22020 shall be procured by open market
purchase.
c. Contracts to be performed for a city owned public utility, such as the city's electrical system,
which are not public projects or subject to subsections C2 and C3 of this section, shall be procured
in accordance with procedures adopted by the public utilities department and approved by city
council resolution from time to time. In the absence of a resolution, the public utilities department
may use the procedures specified in subsections C1 and C1 of this section.
2. Maintenance Contracts:
a. Open market purchases may be used for maintenance contracts costing ten thousand dollars
($10,000.00) or less, if the purchase is included within an approved fund account and an
unencumbered appropriation exists in the fund against which the purchase may be charged.
Maintenance contracts costing more than five thousand dollars ($5,000.00) shall be reported to the
city council at its next regular meeting following the purchase. The report shall include the
information described in the definition of "open market purchase".
b. Maintenance contracts costing more than ten thousand dollars ($10,000.00) shall be procured
using the following procedures:
(1) Minimum Number Of Bids: Whenever reasonably feasible, the purchasing officer will award
the contract based on at least three (3) bids.
(2) Notice Inviting Bids: The purchasing officer shall solicit bids by written request, including the
use of e-mail or fax, and/or by telephone with written confirmation to follow within three (3)
working days, which notice shall include such specifications and bidding requirements as the
purchasing officer determines are appropriate to the work, and as are required by law. The
purchasing officer shall make reasonable efforts to solicit bids from local contractors.
(3) Written Bids: Sealed written bids or bids submitted by e-mail or fax shall be submitted to the
purchasing officer. The purchasing officer shall not disclose the contents of any bids submitted
by sealed bid, fax, e-mail or telephone, followed by timely written confirmation, until the time
appointed to open or consider all submitted bids.
(4) Award Of Bids: The maintenance contract shall be awarded to the least expensive bidder, if
the purchasing officer is satisfied that all bids are equally qualified and suited to the city's needs.
The purchasing officer shall maintain a permanent record for a period of one year of the quotes
sought and received, the bid selected and the reason for the selection. The purchasing officer
shall present the recommended bid to the city council for award.
3. Personal Services Contracts:
a. Open market purchases may be used for personal services contracts costing ten thousand
dollars ($10,000.00) or less, if the purchase is included within an approved fund account and an
unencumbered appropriation exists in the fund against which the purchase may be charged.
Personal services contracts costing more than five thousand dollars ($5,000.00) shall be reported
to the city council at its next regular meeting following the purchase. The report shall include the
information described in the definition of "open market purchase".
b. Personal services contracts costing more than ten thousand dollars ($10,000.00) shall be
awarded using the following procedures:
(1) Minimum Number Of Bids: Whenever reasonably feasible, the purchasing officer will award
the contract based on at least three (3) proposals, and shall award the contract on the basis of
demonstrated competence and on the professional qualifications necessary for the satisfactory
performance of the services required. To the extent permitted by law, including, but not limited
to, Government Code section 4526, the purchasing officer shall consider cost as one factor in
awarding the contract.
(2) Notice Inviting Bids: The purchasing officer shall solicit proposals by written request for
proposal (RFP), which shall include such specifications and requirements as the purchasing
officer determines are appropriate to the work and as are required by law. Announcements of
RFPs may, but need not, be placed in appropriate professional publications. RFPs shall be sent
to the largest number of qualified professionals practical in the judgment of the purchasing
officer. The purchasing officer shall include as many small business firms as identified by the
director of general services of the state of California pursuant to Government Code section
14837 as the purchasing officer determines is practical. The purchasing officer shall use
reasonable efforts to solicit proposals from local vendors. The purchasing officer and his or her
designees shall not engage in any practice which might result in unlawful or unfair treatment in
processing proposals and awarding contracts, including, but not limited to, rebates, kickbacks,
bribes or other unlawful consideration. No city officer or employee shall participate in the
selection process when those officers or employees have a relationship with a person or
business entity seeking a contract under this subsection which would subject those officers or
employees to the prohibition of Government Code section 87100.
(3) Written Proposals: Written proposals shall be submitted to the purchasing officer who shall
keep a public record of all such proposals for a period of one year after their submission. The
contract shall be awarded by the city council based on the proposal, such personal interviews as
the purchasing officer deems appropriate, the criteria set forth in subsection C3b(2) of this
section, and the recommendation of the purchasing officer.
D. Miscellaneous:
1. Any dollar limits specified herein, except for the limit in subsection B2 of this section, may be
revised by a resolution of the city council based on changes in the cost of living or the cost of goods
or services available to the city.
2. Procurement of goods or services not specifically addressed in this section may be purchased by
open market purchase, unless a different method is required by state statute or regulation or another
provision of this code.
3. When soliciting bids or proposals, the purchasing officer shall use all practical available means to
solicit such bids and proposals from as large a pool of qualified sources as possible. To aid in
accomplishing this goal, the purchasing officer shall solicit proposals from qualified bidders who
appear on any list of bidders maintained by the city, including the bidders list referenced in subsection
1521A2 of this article. The purchasing officer shall develop specialized bidders lists for each type of
contract described in this section, including contracts for equipment and supplies, public projects,
personal service and maintenance services. The purchasing officer shall notify potential suppliers or
contractors who contact the city of the opportunity to be listed on bidders lists, including through the
city's website. (Ord. 918, §2, adopted 1991; Ord. 1086, §1, adopted 2006)
1
2
3
4
5
6
7
9
10
`: 11
12
13
14
15
16
1.7
is
rs
20
22
:23
�4
26
27
28
ATTACHMENT
POLICY RESOLUTION NO. 13
RESOLUTION DELEGATING AUTHORITY TO CITY
OFFICIALS TO ISSUE CHANGE ORDERS ON
PUBLIC CONSTRUCTION CONTRACTS
WHEREAS, the City of Ukiah frequently enters public construction
contracts with private contractors for public and other works, and
WHEREAS, in the course of such projects it is so;netimes necessary
to execute routine change orders to authorize work not contemplated when the
original contract was entered; and
WHEREAS, the responsible City department head, with the approval of
the City Manager, is the appropriate party to execute routine change orders
when those are necessary to satisfactorily complete projects budgeted by the
City Council, but these City officials require guidance for determining when
a change order is routine,
NOW, THEREFORE, BE IT RESOLVED as follows:
1. Authority to execute routine change orders in connection with public
construction contracts is hereby delegated to the City department head
responsible for managing the contract; provided the department head secures
the approval of the City Manager. Routine change order means a change order
for which the City estimates that the total additional cost of the change
order will not exceed ten percent (10%) of the original contract. sum or
$5,000 whichever is greater; provided that no change order can exceed the
total amount that the City Council has previously budgeted for the project
unless the Council separately authorizes an additional appropriation.
2. This delegation of authority shall apply to all public construction
contracts pending on the. date of this resolution or hereafter approved.
PASSED AND ADOPTED th3 s7th avy (of Tbmd-6,--,
.1984, by
following roll call vote:
AYES: Cound Imembe,rs Henderson, Ver., Odkep andi May(ur Wyam
NOES: None
ABSENT: Councilmember Kelley
ATTEST:
Ci Cy— C 1 e r1k
41�
CAPPO SURVEY Bid Approval Thresholds - CA
Garden Grove 10/08
$5,000
172,781
Mammoth Lakes (CSMFO)
$5,000
7,717
Oroville (CSMFO)
$5,000
14,443
Porterville ;(2)
$5,000
51,467
Downey (CSMFO) -
$10,000
113,607
EI Segundo (10/08)
$10,000
17,076
La Habra (CSMFO)
$10,000
62,483
Paso Robles (CSMFO)
$10,000
29,514
Richmond (6/06)
$10,000
103,828
Santa Ana '
$10,000
353,428
Ukiah (2)
$10,000
15,959
Albany (2)'
$15,000
16,787
Alhambra (2)
$15,000
90,561
Buena Park
$15,000
82,452
Camarillo (2)
$15,000
65,601
Fountain Valley
$15,000
57,741
Lucia Mar School Dist (9/99) -
$15,000
Mission Viejo (2)
$15,000
98,943
San Juan Capistrano
$15,000
36,452
San Luis Obispo City (9/99)
$15,000
44,613
Santa Cruz County 10/08
$15,000
South Lake Tahoe PUD
$15,000
24,059
Westminster (2/04)
$15,000
92,870
Roseville (10108)
$18,800
106,266
Concord (9/99)'
$20,000
124,856
Inglewood (7-07)
$20,000
119,212
Manhattan Beach (2)
$20,000
36,843
Milpitas (2)
$20,000
66,568
Morgan Hill (CSMFO)
$20,000
38,418
Rancho Cucamonga (10/08)
$20,000
172,331
Salinas (7/07)
$20,000
156,516
Santee (1.0/08)
$20,000
55,158
Fairfield (7707)
$20,938
105,601
Banning (10/08)
$25,000
28,272
Brea (2)
$25,000
39,870
Butte County (9/99)
$25,000
Calabasas
$25,000
23,652
Chino
$25,000
81,224
Colton
$25,000
51,797
Costa Mesa
$25,000
113,805
Cypress (9/99)
$25,000
49,284
Fontana (2)
$25,000
181,640
ATTACHMEN-11-3
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CAPPO SURVEY
Glendora (CSMFO)
Hayward
Indio (CSMFO)
Lake. Elsinore (CSMFO)
Marin`County (2)
Monterey County
Monterey Park (CSMFO)
Murrieta (CSMFO)>
National City 10/08
Norwalk (7-07)
Palm Springs (CSMFO)
Palo 'Aito (2/04)
Rancho Palos Verdes (2)
Ridgecrest '(2)
San Bernardino City (2/04)
San Clemente (CSMFO)
Santa Barbara City
Santa Paula
Torrance (2/04)
Vallejo (.7/07)
Visalia
West Covina (2)
Whittier (CSMFO)
Yountville (2)
Yuba City 3/03
Stockton (7/07)
Arcadia 5/02
Lake Forest (CSMFO)
Lemon Grove (2)
Newport Beach
Orange.
Pomona (2/04)
Temecula
Thousand Oaks (7/07)
Gilroy
Sunnyvale (10/08).
Bakersfield 5/02
Mountain View (4/07)
Ventura (2%04)
Antioch
Apple Valley 8/07
Brentwood
Bid Approval Thresholds - CA
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
$28,737
$30,000
$30,000
$30,000
$30,000
$30,000
$30,000
$30,000
$30,000
$35,000
$35,000
$40,000
$40,000
$40,000
$50,000
$50,000
$50,000
52,557
147,845
77,146
47,634
64,614
97,257
63,773
110,178
46,858
62,615
43,525
27,944
205,010
67,373
94,154
29,303
148,558
121,425
117,744
112,953
87,250
4,072
62,083
289,789
56,556
78,243
25,592
84,218
138,640
162,140
97,935
127,739
49,649
135,721
323,213
73,262
107,490
101,049
70,297
48,907
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CAPPO SURVEY Bid Approval Thresholds - CA
Citrus Heights (7-07)
$50,000
87,017
Daly City 12/99
$50,000
106,160
Elk Grove (2)
$50,000
136,318
Glendale (7-07).
$50,000
207,157
LA County San, Dist. 10/99
$50,000
Modesto City (2/04)
$50,000
209,174
Oceanside (2)
$50,000
176,644
Palmdale
$50,000
145,468
Pittsburgh (10/08)`
$50,000
63,004
Placer County 3/04
$50,000
Riverside (3/06)
$50,000
291,398
San Carlos
$50,000
28,639
San Diego Water Auth (9/99)
$50,000
San Ramon. (10/0.8)
$50,000
58,035
Santa Clara City (7/07)
$50,000
114,238
Santa Clarita
$50,000
177,158
Shasta County 5/01
$50,000
Simi Valley
$50,000
124,524
South Gate (12/05)
$50,000
102,233
Tracy (CSMFO)
$50,000
81,107
Fresno (2/04)
$51,000
481,035
Santa Monica (CSMFO)
$55,000
91,495
Alameda
$75,000
75,254
Pasadena
$75,000
147,262
Yorba Linda (2)
$75,000
67,904
Anaheim 12/99
$100,000
345,556
Berkeley 10/05
$100,000
106,347
Carlsbad 2/04
$100,000
101,337
Chula Vista
$100,000
227,723
Coldwater Canyon (CSMFO)
$100,000
EI Monte (7-07)
$100,000
126,282
Escondido
$100,000
141,788
Fremont
$100,000
211,662
Huntington Beach (2/04)
$100,000
202,250
Livermore (9/06)
$100,000
82,845
Lompoc (2)
$100,000
42,320
Long Beach (2/04)
$100,000
492,912
Los Angeles City 7/01
$100,000
4,018,080
Los Angeles Co. 12/99
$100,000
Moreno Valley 3/03
$100,000
180,466
Napa (6/06)
$100,000
76,997
Ontario (3/06)
$100,000
172,701
:Y DATA
{
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CAPPO SURVEY Bid Approval Thresholds - CA 10/26/2011
Sacramento City (2,04)
Sacramento County(8/99)
San Diego County 12/99
San Diego Port Auth (9/99) .
San Jose
San Luis Obispo Co (6/00.)
Santa Barbara County
Santa Clara County (2/04)
Santa Cruz (10/08)
Santa;Rosa 6/00
Ventura County 3/03
Yolo'County
Corona (6/06)
Lancaster
Port of San Diego (8/99)
Redding 10/08
Victorville9/07
Los Angeles DWP 12/99
Oakland 12%99
Oxnard (CSMFO)
Los Angeles; USD (12/05)
Walnut Creek (2)
Irvine
San Diego City (2/04)
San Francisco City & County
Turlock
Fullerton
Burbank (2/04)
$100,000
$100,000
$100,000
$100,000
$100,000
$100,000
$100,000
$100,000
$100,000
$100,000
$100,000
$100,000
$125,000
$125,000
$125,000
$125,000
$125,000
$150,000
$150,000
$250,000
$250,001
$673,000
$1,000,000
$1,000,000
$10,000,000
ALL
No Limit
None
467,343
973,672
57,553
157,985
146,164
143,818
90,045
102,538
415,492
192,997
66,501
202,079
1,316,837
808,844
69,321
137,367
107,921
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Item 13a
Item 13a is consolidated in item 1 la. The corresponding attachments are labeled
Attachments 1 and 2.
(Due to the size and repetition of the Attachments, they have been reproduced once and
can be found in Public Hearing item 11 a.)
4c7ia.y nJ'2l� ah
ITEM NO.: 13b
MEETING DATE: November 2, 2011
AGENDA SUMMARY REPORT
SUBJECT: DISCUSSION AND POSSIBLE APPOINTMENT OF PLANNING COMMISSION
MEMBER
Background: Pursuant to City Code Section 1151, a planning commissioner's term coincides with the four
year term of office of the city councilmember who nominated him or her. If a commissioner vacates his or
her office before the expiration of his or her term of office, the city council member who nominated that
commissioner may nominate a replacement to serve the remainder of that commissioner's term of office.
The nomination shall be appointed if approved by a majority vote of the City Council. The following is a list
of each current Planning Commissioner and the Councilmember who appointed them:
Michael L. Whetzel– Appointed by Councilmember Crane
Judy Pruden – Appointed by Councilmember Rodin
Linda Sanders – Appointed by Councilmember Baldwin
Jason Brenner – Appointed by Councilmember Thomas
Linda Helland –Appointed by Councilmember Landis
Discussion: Linda Helland resigned her position of Planning Commissioner. This Agenda item is intended
to provide the opportunity for City Councilmember Landis to nominate a Planning Commissioner and for the
Council to vote on the nomination.
Fiscal Impact:
Budgeted FY 11/12 1-1 New Appropriation X❑ Not Applicable Budget Amendment Required
Recommended Action(s): Councilmember Landis may nominate a Planning Commissioner and
Council vote on the nomination.
Alternative Council Option(s): NA
Citizens advised: NA
Requested by: Councilmember Landis and Director of Planning and Community Development
Director Stump.
Prepared by: JoAnne Currie, City Clerk
Coordinated with: None.
Attachments: 1 - City Code Sections 1150, 1151, and 1152
Approved:
J Chambers, City Manager
ARTICLE 4. PLANNING COMMISSION
1150: CREATION:
There is hereby created a planning commission for the city. (Ord. 396, §1, adopted
1947)
1151: MEMBERS; APPOINTMENT:
Said commission shall consist of five (5) members who shall be registered voters of the city. At
or near the beginning of his or her four (4) year term of office, each member of the city council
may nominate one commissioner who shall be appointed to the commission, if approved by a
majority vote of the city council. Each commissioner's term of office shall coincide with the four
(4) year term of office of the city council member who nominated him or her, regardless of
whether that city council member serves his or her full four (4) year term.
If a commissioner vacates his or her office before the expiration of his or her term of office, the
city council member who nominated that commissioner (or a city council member elected or
appointed to fill the remaining unexpired term of office of the city council member who appointed
the commissioner) may nominate a replacement to serve the remainder of that commissioner's
term of office, who shall be appointed, if the nomination is approved by a majority vote of the
city council.
If a city council member's nomination receives less than a majority vote, he or she may
nominate additional candidates, one at a time, until one of them is appointed by a majority vote
of the city council. Commissioners shall be nominated and voted upon at a single city council
meeting, unless a different procedure is approved by a majority vote of the city council. If a city
council member fails to nominate a commissioner within sixty (60) days after the vacancy
occurs, a majority of the city council shall fill the vacancy following the procedure used to
appoint members to other city commissions and boards. (Ord. 396, §1, adopted 1947; Ord. 632,
§1, adopted 1973; Ord. 710, §1, adopted 1978; Ord. 718, §5, adopted 1978; Ord. 958, §1,
adopted 1995; Ord. 1055, §1, adopted 2004; Ord. 1085, §1, adopted 2006; Ord. 1094, adopted
2007)
1152: TERMS OF MEMBERS:
A commissioner's term of office shall coincide with the four (4) year term of the city council
member who appointed that commissioner, regardless of whether that city council member
serves the full four (4) years of his or her term of office. (Ord. 396, §1, adopted 1947; Ord. 710,
§1, adopted 1978; Ord. 958, §1, adopted 1995; Ord. 1055, §1, adopted 2004; Ord. 1094,
adopted 2007)
ITEM NO.: 13c
MEETING DATE: November 2, 2011
AGENDA SUMMARY REPORT
SUBJECT: AUTHORIZATION FOR CITY MANAGER TO NEGOTIATE AND EXECUTE A
CONTRACT IN AN AMOUNT NOT TO EXCEED $30,000 FOR ACQUISITION OF
PROFESSIONAL SERVICES FROM SOURCE CALIFORNIA ENERGY SERVICES, INC.
FOR EVALUATION AND INSPECTION SERVICES FOR THE HYDRO ELECTRIC
FACILITY (EUD).
Background: The Electric Utility Department is in need of additional technical assistance in the evaluation,
planning and repair of the hydro plant's water supply system. Acquisition of professional services from
Source California Energy Services, Inc. is requested to ensure a timely repair.
Discussion: Following the annual Coyote Dam inspection, a small amount of water was noticed ponding on
the ground level immediately east of the generator building. The generators were taken out of service and
tests were started the following day. From these tests, the water source was determined to be from the
penstock area that transitions from a nine -foot diameter tunnel to four supply lines (12" - Fish Hatchery, 36"
— Generator Unit #1, 54" — Generator Unit #2 and a 54" - bypass line). Subsequent internal tunnel
inspections have been conducted and have not identified the source of the water. The penstock is
constructed of mild steel with an inside coating to prevent corrosion and cement encasement on the outside
for structural strength and to reduce corrosion. Due to this sandwich type construction and soil conditions,
specialized excavation and technical expertise is required. Source California Energy Services, Inc. was part
of the 2005/06 plant refurbishment and has experience with these types of repairs. We continue to be in
communication with NCPA and others in the industry for the best solution in testing and repair.
The estimated cost for this work is $30,000 pending the final evaluation of the penstock and the water
source.
Fiscal Impact:
❑X Budgeted FY 11/12 1-1 New Appropriation Not Applicable Budget Amendment Required
Amount Budgeted Source of Funds (title and #) Account Number Addit. Appropriation Requested
$50,000 Lake Mendo. Hydro Electric Plant 800.5536.250.000
Recommended Action(s): AUTHORIZATION FOR CITY MANAGER TO NEGOTIATE AND
EXECUTE A CONTRACT IN AN AMOUNT NOT TO EXCEED $30,000 FOR ACQUISITION OF
PROFESSIONAL SERVICES FROM SOURCE CALIFORNIA ENERGY SERVICES, INC. FOR
EVALUATION AND INSPECTION SRVICES FOR THE HYDRO ELECTRIC FACILITY (EUD).
Alternative Council Option(s): Do not approve acquisition of professional services and provide
direction to staff.
Citizens advised:
Requested by: Mel Grandi, Electric Utility Director
Prepared by: Mel Grandi, Electric Utility Director
Coordinated with: Jane Chambers, City Manager; Jim Bauer, Electrical Distribution Engineer
Attachments:
Approved:
Ja a hambers, City Manager