SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF COMMERCE AND ATHENS SERVICES FOR RESIDENTIAL REFUSE AND RECYCLING SERVICES The Second Amendment to the Residential Refuse and Recycling Services Agreement (hereinafter “Second Amendment” or “Amendment”) is made and entered into as of the 27th day of June, 2023 (“Effective Date”) by and between the City of Commerce, a public body of the State of California (“City”) and Arakelian Enterprises, Inc. dba Athens Services, a California corporation in good standing (“Contractor”). City and Contractor may hereinafter be individually referred to as “Party” or collectively as the “Parties.”
WITNESSETH
This Second Amendment is made with reference to the following facts:
As of the 11th day of January 2022, the parties hereto approved an assignment of a certain “Residential Refuse and Recycling Services Agreement” between the City of Commerce and Calmet Services to Arakelian Enterprises, Inc. dba Athens Services consisting of the approval of the original Solid Waste Management Agreement dated July 1, 2014 and the First Amendment thereto dated October 16, 2018 (hereinafter “Agreement”) ending June 30, 2023.
The Agreement allows for an annual review by City and Contractor during the term of the Agreement with respect to the service and rate structure and rate adjustment and for negotiations in good faith to reach an equitable adjustment in the service and/or contract rates with final decision by the City Council.
The City Council has determined and finds that the public health, safety and well-being would be served by implementing the changes specified in this Amendment to meet the aims of the City’s long-term compliance and environmental objectives.
The parties hereto mutually desire to enter into a Second Amendment to the Agreement in the manner hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants herein contained, the parties hereto agree as follows:
Term of Agreement: Section 3 - “Term of Agreement” is hereby deleted in its entirety and replaced with the following:
The term of this Agreement shall be for a period commencing July 1, 2014 through midnight June 30, 2028 (“Base Term”). The Base Term is subject to an option for a one-time five-year extension, commencing July 1, 2028 (“Option”). In the event the parties desire to exercise the Option, City and Contractor must mutually agree to exercise the Option no later January 1, 2028.
Compensation: Pursuant to provisions in Section 4 – “Annual Contract Review,” Section 17 – “Compensation,” Subsections 17(a), 17(b), and 17(c) are hereby deleted in their entirety and replaced with the following:
City will pay Contractor monthly for work and services rendered for approximately 2,655 residential units serviced at a total monthly rate of $91,726.41, except for planned communities such as Vista Del Rio where Contractor bills residents and/or homeowners' associations directly for payment of services rendered.
Rate Adjustment. Contractor may request a rate adjustment review annually in writing prior to April 15th for the period commencing the following July 1st. City will consider the request and complete the process by June 1st, provided all required information has been submitted. Rates may be adjusted annually per the percentage increase of the Consumer Price Index for Trash and Garbage Collection (CUUR0000SEHGO2) U.S. City Average (not seasonally adjusted) as may be amended or renamed and replaced from time to time by the United States Bureau of Labor Statistics (“Trash CPI”) for the previous 12-month period ending March 1st of each year for which information is received by the U.S. Department of Labor in the manner, plus one percent (1%) (i.e., Trash CPI+1). Any adjustment shall not be effective unless approved by the City Council.
Intentionally omitted.
Due Execution: The person(s) executing this Amendment on behalf of a Party hereto warrant(s) that (i) such Party is duly organized and existing; (ii) such person(s) are duly authorized to execute and deliver this Amendment on behalf of said Party; (iii) by so executing this Amendment, such Party is formally bound to the provisions of this Amendment; and (iv) entering into this Amendment does not violate any provision of any other agreement to which said Party is bound.
Entire Amendment: This Amendment contains the entire agreement and understanding between the Parties with respect to the subject matter of this Amendment and supersedes any and all prior or contemporaneous oral and written representations, warranties, agreements, and understandings between the Parties concerning the subject matter of this Amendment.
Full Force and Effect: Other than as set forth in this Amendment, the terms of the Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the Agreement and this Amendment, this Amendment shall apply.
Severability: If any term or provision of this Amendment or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Amendment, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Amendment shall be valid and be enforced to the fullest extent permitted by law.
Counterparts: This Amendment may be executed in counterparts, each of which shall be considered an original.
City of Commerce, a Municipal Corporation Athens Services, Contractor ____________________________ __________________________ Hugo A. Argumedo, Mayor Ron Arakelian, III Executive Officer Dated: ________________ Dated: _______________
ATTEST: APPROVED AS TO FORM:
____________________________ __________________________ Lena Shumway Noel Tapia
City Clerk City Attorney
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