4923-7489-2663.1
FOURTH AMENDMENT TO
The Franchise Agreement Between the Town of Atherton and GreenWaste Recovery, Inc. for Collection and Processing of Waste, Mixed Compostable Materials, Recyclable Materials and Yard Trimmings
This Fourth Amendment (“Fourth Amendment”) to the Waste, Mixed Compostable Materials, Recyclable Materials and Yard Trimmings Collection and Processing Franchise Agreement (“Franchise Agreement”) dated November 19, 2020, is made and entered into this 19th day of November, 2025 by and between the Town of Atherton, a municipal corporation State of California (“Town”), and GreenWaste Recovery, Inc., a California corporation (“GreenWaste”).
The Town and GreenWaste are collectively referred to as the "Parties."
RECITALS
WHEREAS, the Town and GreenWaste are parties to a franchise agreement for waste services dated November 19, 2020 which was later amended; and, WHEREAS, the Agreement identifies an 11% rate increase in year 2026; and, WHEREAS, the Town wishes to minimize rate increases to its residents, and thus, wishes to continue reduction of its Franchise Fee so that GreenWaste, in turn does not implement the full base rate of 11% on ratepayers, but instead only implements an 8% increase while the Town makes up the difference for the 3% through a combination of funds from the Rate Stabilization Fund and an offset of its Franchise Fee to 4.7%; and,
WHEREAS, the cost to customers for GreenWaste's services are imposed in an amount less than or equal to the cost necessary to carry out waste services, do not exceed the reasonable cost of providing the services necessary to the activity on which the fees are based because the Town subsidizes those costs, and are directly to offset GreenWaste's costs in providing waste services.
WHEREAS, the Parties anticipate that future amendments to rates, franchise fee amounts, and other similar provisions may be necessary and commit to discussing these again in 2026, to be effectuated in 2027; and,
WHEREAS, the Parties now wish to amend the Agreement to reflect a reduction in rates charged to customers.
NOW THEREFORE, the parties agree to amend the Agreement as follows:
1. Recitals. The above recitals are true and correct and incorporated herein fully.
2. Effective Date. This Fourth Amendment shall take effect immediately upon the final execution by authorized representatives of the Town and GreenWaste and shall remain in effect for the duration of the Franchise Agreement, unless otherwise amended or terminated by mutual consent of both parties.
3. Definitions. For purposes of this Amendment, the terms set forth in the Agreement shall apply unless otherwise expressly modified herein. 4923-7489-2663.1
4. Amendments to Agreement:
a. The first sentence of Section 12.5.1 Payments to Town of the Agreement shall be amended as follows: "Franchisee shall, in partial consideration for granting the exclusive franchise granted to Franchisee, remit to Town, within thirty (30) days of the end of each month, a Franchise Fee in the amount of 4.7% of Franchisee’s monthly Gross Billings for year 2026."
b. Section 13.2.2 of the Agreement shall be replaced in its entirety to read "On January 1, 2026, Franchisee's Base Service Compensation shall be adjusted by eleven (11%) percent.
c. Exhibit A of the Agreement is replaced with Exhibit A attached this Fourth Amendment.
5. Annual Rate Evaluation Meeting. As indicated in Section4, above, the effective rate increase for ratepayers in 2026 will be eight (8%) percent. Beyond 2026, and notwithstanding Section 13.2.2 of the Agreement, the Town and GreenWaste shall convene during the third (3rd) quarter (typically, June/July) of each calendar year to determine an effective rate increase for the ratepayers for successive calendar years with the ultimate goal of gradually increasing the effective rate to the amount that will cover actual costs and then restore the Town's franchise fee back to ten (10%) perfect. Both parties shall review the current and projected revenue needs, and assess the necessary rate adjustments to ensure all obligations under the Franchise Agreement are met, with the aforementioned goals in mind.
6. Revenue Shortfall Responsibility. In the event that the rate increase agreed upon during the Annual Rate Evaluation Meeting, as described in Section 5 above, does not generate sufficient revenue to cover the financial obligations under the Franchise Agreement, the Town shall be financially responsible for covering the net difference required to meet such obligations.
7. Documentation and Transparency. The Town and GreenWaste shall document the process and findings of each annual rate evaluation meeting, ensuring transparency and open communication regarding the rate-setting process and any fiscal responsibilities resulting therefrom. Under no circumstances shall rates exceed the reasonable cost of providing the services necessary by GreenWaste.
8. Future Changes. The Parties acknowledge that future changes to this Amendment or the Agreement may be desirable to assist the parties with their respective compliance obligations under the SB 1383 Regulations or subsequent amendments thereto or interpretations thereof, or pursuant to the Agreement. The Parties agree to negotiate any such proposed changes in good faith but that any modifications must be in writing and approved by both parties.
The foregoing shall not be deemed to limit either Party’s rights or remedies under the Agreement.
9. Miscellaneous. In the event of any conflict between this Fourth Amendment and the Agreement, this Fourth Amendment shall govern. Section headings in this Fourth Amendment are for convenience only and shall not be used in the interpretation of this Amendment. This Fourth Amendment may be executed in counterparts and/or by electronic signature (e.g. DocuSign). As used in this Fourth Amendment, “including” and its variants mean “including without limitation.” All Parties have been represented by counsel in the preparation and negotiation of this agreement, and this agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved 4923-7489-2663.1
against the drafting party shall not be employed in interpreting this agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; and (e) “includes” and “including” are not limiting.
10. Legal Effect. Except as expressly modified by this Fourth Amendment, all of the terms and conditions of the Agreement and Amendments (first, second, and third) shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, this Fourth Amendment is entered into as of the date of the last signature, below.
Date: __________________ By: _____________________________ George Rodericks, City Manager
GREENWASTE RECOVERY, INC., A California
Corporation
Date: __________________ By: ______________________________ Tracy Adams, Chief Executive Officer
ATTEST:
By: ________________________________
Anthony Suber, City Clerk
APPROVED AS TO FORM:
By: ________________________________
Mona Ebrahimi, City Attorney
4923-7489-2663.1
Exhibit A