In the course of negotiating the Second Amendment, the City expressed concern about a potential for ambiguity as to whether an un-cured default of the Agreement by Athens would also work a termination of the "evergreen provision(s)" of the Second Amendment. The City proposed language revisions to Section 11 of the Second Amendment to clarify that, notwithstanding any other provision of the Agreement, any un-cured default of the Agreement by Athens shall constitute grounds for immediate termination of the Agreement as well as the immediate termination of any an all pending or already-accrued Automatic Extensions.
In response, Athens took the position that further clarifying language was not needed in the Second Amendment itself because Original Agreement, Exhibit B, Section B.14(C), provides rights of immediate termination upon uncured default. Athens further agreed that such immediate termination of accrued or future Automatic Extensions of the "evergreen provision(s)" of the Second Amendment was intended in the event of an un-cured Athens default pursuant to the terms of the Original Agreement.
By this Side Letter the parties understand and agree as follows: the City's right to terminate the Agreement, as expressed in the Original Agreement, Exhibit B, Section B.14(C), supersedes the effect of the "evergreen provision(s)" of the Second Amendment such that an event of un-cured default by Athens (as a default is defined in the Agreement, Exhibit B, Section B.14(C)) will (i) at the City's option, result in a termination of the Agreement, including the "evergreen provision(s)" of the Second Amendment, regardless of whether an evergreen extension has accrued or not, and (ii) waive all notice requirements set forth in Section 11 of the Second Amendment.
By executing this Side Letter, the parties thereto, acknowledge and agree to the interpretation set forth hereinabove.
THE FOREGOING IS HEREBY
ACKNOWLEDGED & AG~~-
--""'----------, on behalf of
Ar a k el i an Enterprises, Inc. dba Athens Services
[Signatures Continue to Next Page]
01240.0001/484692.3
Gary Clifford
George Kieffer
Chris Jeffers
June 26, 2018
Chris Jeffers, ty a ger, on behalf
of the City of Glendora
APPROVED AS TO FORM & CONTENT:
By:~ ~L.---
William W. Wynder,ity Attorney
01240.0001/484692.3
EXHIBIT C
RATE AND FEE SCHEDULE
EFFECTIVE JULY 1, 2018
I. Residential Properties
A. Basic Rates Net Rate Citl!'. Fees Total Rate
Single Dwelling Unit 29.51 3.25 32.76
Duplex 57.99 6.38 64.36
Triplex 86.52 9.52 96.04
Per Apartment 19.39 2.13 21.52
Apartment Scout 29.70 3.27 32.97
Residential Curb Scout 54.72 6.02 60.74
Residential Yard Scout 66.02 7.26 73.28
Bin 1.5 Yard lX 133.46 14.68 148.14
Bin 3 Yard lX 174.79 19.23 194.01
Bin 3 Yard 2X 278.15 30.60 308.74
Bin 3 Yard 3X 376.43 41.41 417.83
Bin 3 Yard 4X 471.61 51.88 523.49
Bin 3 Yard 5X 558.50 61.44 619.94
Bin 3 Yard 6X 614.03 67.54 681.58
Scout Bin 1.5 Yard lX 169.92 18.69 188.61
Scout Bin 1.5 Yard 2X 273.67 30.10 303.77
Scout Bin 3 Yard lX 211.30 23.24 234.54
Scout Bin 3 Yard 2X 351.09 38.62 389.71
Scout Bin 3 Yard 3X 440.81 48.49 489.30
B. Non-Basic Rates
Bin Apartment Rental 47.97 5.28 53.25
Scout Bin Apartment Rental 80.82 8.89 89.71
Curb Manure 23.61 2.60 26.21
II. Non-Residential Properties
A. Basic Rates
Bin 1.5 Yard lX 132.43 14.57 147.00
Bin 1.5 Yard 2X 206.91 22.76 229.67
Bin 1.5 Yard 3X 268.93 29.58 298.51
Bin 1.5 Yard 4X 327.98 36.08 364.06
Bin 1.5 Yard 5X 382.00 42.02 424.03
Bin 1.5 Yard 6X 447.17 49.19 496.35
Bin 3 Yard lX 173.81 19.12 192.93
Bin 3 Yard 2X 277.15 30.49 307.63
· Bin 3 Yard 3X 376.38 41.40 417.78
Bin 3 Yard 4X 471.53 51.87 523.40
Bin 3 Yard 5X 558.42 61.43 619.85
Bin 3 Yard 6X 657.64 72.34 729.99
Scout Bin 1.5 Yard lX 168.92 18.58 187.50
Scout Bin 3 Yard lX 210.26 23.13 233.39
Scout Bin 3 Yard 2X 350.07 38.51 388.58
Scout Bin 3 Yard 3X 467.91 51.47 519.38
Scout Bin 3 Yard 4X 607.73 66.85 674.58
Scout Bin 3 Yard 5X 747.55 82.23 829.78
Scout Bin 3 Yard 6X 857.17 94.29 951.45
B.
Ill.
Non-Basic Rates
Roll-off - Mixed Waste 763.46 83.98 847.44
10 Yard C&D (3 ton limit+ actual cost over 3 tons) 626.39 68.90 695.29 20 Yard C&D (4 ton limit+ actual cost over 4 tons) 721.76 79.39 801.15 30 Yard C&D (5 ton limit+ actual cost over 5 tons) 817.13 89.88 907.01 Organics Waste Contamination Fee 250.00 27.50 277.50
CC 1 Can 44.02 4.84 48.86
CC 2 Can 70.06 7.71 77.77
CC 3 Can 95.19 10.47 105.66
CC4 Can 119.18 13.11 132.28
CC 5 Can 141.08 15.52 156.60
CC 6 Can 163.09 17.94 181.03
3 Yard Temporary Bin 164.25 18.07 182.32
Extra Dump 58.71 6.46 68.16
Plastic Liners 29.64 3.26 32.90
Bin Lock Lids 32.61 3.59 36.20
Storage Box Delivery 118.53 13.04 131.57
Stand By 112.61 12.39 125.00
Bin Wash Out 66.37 7.30 73.67
Bin Go Back 66.37 7.30 73.67
Relocate Roll-off 65.18 7.17 72.35
Roll-off Dead Run 106.66 11.73 118.40
Demurrage per Day 14.22 1.56 15.78
Compactor Wash Out 219.27 24.12 243.39
Storage Box Rental 118.53 13.04 131.57
Residential Go Back 23.71 2.61 26.32
Residential Go Back Dead Run 23.71 2.61 26.32
Bin Exchange 75.85 8.34 84.20
Bin Exchange with Metal Lids 88.90 9.78 98.67
Transportation Services 130.38 14.34 144.72
Other Rate Provisions
A. Commencing September 1, 2014, and continuing through August 31, 2024, the ratepayers for the Residential Properties Basic Rate for single dwelling units shall receive an annual $10.75 credit from Athens Services, credited to the customers in quarterly installments and reflected in the customer's quarterly invoice. For clarity, this annual credit shall terminate on August 31, 2024, notwithstanding any extension of the Term of this Agreement.
B. Commencing September 1, 2014, and continuing until August 31, 2019, Athens Services shall pay to the City a monthly Environmental Administrative Fee in the amount of $28,755.00; provided, however, that effective September 1, 2018, the Environmental Administration Fee shall be increased as described in Exhibit D, except that the one-time extraordinary rate adjustment of 6.73% effective July 1, 2019, described in Section D2 of Exhibit D, shall not apply to the Environmental Administrative Fee.
C. Commencing September 1, 2019, and continuing through the end of the Term of this Agreement, including any extensions thereto, Athens Services shall pay to the City a monthly Environmental Administrative Fee in the amount of $47,655.00; provided, however, that commencing September 1, 2020, and each September 1 thereafter, the Environmental Administration Fee shall be increased as described in Exhibit D.
D. Commencing July 1, 2015, and continuing through the end of the Term of this Agreement, including any extensions thereto, subject to City Council approval, the Franchise Fee, which is passed through to Customers, shall be established at eleven percent (11 %) of the net rates charged by Athens Services.
E. The hourly rate for driver and collection vehicle to assist in emergencies shall be $125, plus actual processing and disposal costs."
EXHIBITD
RA TE ADJUSTMENT
SECTION Dl -ANNUAL MAXIMUM RATE ADJUSTMENTS
Section D 1.1 Adjustment Request
Athens Services may request an adjustment to the maximum permitted rates annually, to be effective each July 1. Athens Services shall submit its request in writing, to be received by City in person or via certified mail, by the preceding March 1. The request shall be based on the method of adjustment described in this Section Dl of Exhibit D. Failure to submit a written request by March 1 shall result in Athens Services waiving the right to request such an increase for that year.
Annual adjustment to the maximum rates calculated in accordance with this Section D 1 is subject to the approval of the City Manager, or his or her designee.
Section D 1.2 Cost Components
The approved Athens Services compensation consists of the following cost components, each adjusted by the change in the corresponding rate adjustment factor.
Rate Adjustment Factors and Initial Weightings
Cost Component
Landfill Disposal
All Other
Total
Initial Weighting
13%
87%
100%
Rate Adjustment Factor
Actual per ton gate rate charged to Athens
Services by the Landfill
Consumer Price Index for All Urban
Consumers (Los Angeles-Long BeachAnaheim, CA, All items, Not Seasonally Adjusted, CUUSA421 SAO ("CPI")
Section D 1.3 Rate Adjustment Steps
All rates will be adjusted using the weighted changes of the cost components identified above.
Step One - Calculate the percentage increase or decrease in each rate adjustment factor listed in Section D 1.2 as follows:
Landfill Disposal Factor - Measured as the change in the landfill gate rate to be charged on the effective date of the rate adjustment as compared to the gate rate charged the previous July 1. As long as Athens Services uses the San Bernardino County landfill system to dispose of the City of Glendora's waste, the landfill gate rate shall be the contract rate paid by Athens Services for the use of the San Bernardino County landfills.
CPI Factor - The change in CPI shall be measured as the annual average indices for the twelve (12) months ended the April immediately preceding the effective date of the rate adjustment (May through April) versus the annual average indices for the twelve months ended the April twelve (12) months before that date (May through April) for All Urban Consumers in the Los Angeles-Long Beach-Anaheim area, or an equivalent index approved by mutual agreement in the event the CPI as described above is no longer published.
Step Two - Multiply the percentage changes for each rate adjustment component by that component's weighting and add these resulting percentages together to get the total weighted percent change to the rates.
Step Three - Add to the total weighted percent change from Step Two the greater of: (a) the lesser of (i) 1.0%, or (ii) the amount by which 5.0% exceeds the total weighted percent change from Step Two; or (b) 0.0%. Purely as an example, and not by way of limitation, if the total weighted percent change were 3.5%, then the rate adjustment would be calculated as 3.5% plus
1.0%, or 4.5%. As another example, if the total weighted percent change were 4.6%, then the rate adjustment would be calculated as 4.6% plus 0.4%, or 5.0%. · As another example, if the total weighted percent change were 5.3%, then the rate adjustment would be calculated as 5.3% plus 0.0%, or 5.3%.
Step Four - Multiply the rate adjustment from Step Three by the existing rates to calculate the increase or decrease to the maximum rates. Add the rate increase or decrease to the existing rates to derive the newly adjusted rates.
Step Five - Recalculate weightings for the following year based upon these changes. 2 Section D 1.4 Example Rate Adjustment Calculation
Step One: Calculate percentage change In Indices
A B C
Percent Change In
Row Adjustment Factor Index Old Index Value New Index Value Index ((Column Bl Column A)-11
1 Landfill Disposal (1) $ 28.86 $ 29.44 2.01%
2 All Other (2) 236.648 240.001 1.42%
Step Two: Determine components
D E F
Cost Component Percent Change In Total Weighted
Row Adjustment Factor Index Weighting (3) Index (from Column Change (Columns Ox C\ El
3 Landfill Disposal (11 13.00% 2.01% 0.26%
4 All Other (2) 87.00% 1.42% 1.24%
5 Total 100.00% 1.50%
s tep Three: Determ ne If 1o/c o I s app, lid e to T ota IWlh elRI te dP ercentage Change Row G
6 Total Weighted % Change 1.50%
7 APPlv1% or Lesser% 1.00%
8 Total % Chanoe 2.50%
Step Four: Apply percentage change to all rates (example rates shown below)
H I J K
Example Rate Current Customer Total Percentage Rate Increase or Decrease Adjusted Rate Row Change (from (Column H x Column I) (Column H +Column J) Categories Rate f'nl .. mn C::\ 9 Single Dwelling Units $ 24.90 2.50% $ 0.63 $ 25.53
10 Res. Bin 1.5yd. Ix week $ 112.60 2.50% $ 2.82 $ 115.42 11 Com. Bin 1.5 yd. Ix week $ 111.73 2.50% $ 2.80 $ 114.53 12 Scout Bin 1.5 yd. 1 x week $ 142.51 2.50% $ 3.57 $ 146.08 13 Com. !Can $ 37.14 2.50% $ 0.93 $ 38.07
14 Locking Lid $ 12.00 2.50% $ 0.30 $ 12.30
15 Roll-Off Box $ 644.43 2.50% $ 16.11 $ 660.54
16 3 vd. Temp Service $ 138.57 2.50% $ 3.47 $ 142.04
17 Extra dump $ 49.54 2.50% $ 1.24 $ 50.78
StePFlve: Re-welaht cost components
L M N 0 p
Change In Cost Adjusted Cost Cost Components
Cost Component Percent Change In Component Weightings Component Rewelghted to Equal Row Adjustment Factor Index Weightings (Column Index (Column E) (Column L x Column M) Weightings (Column 100%(Columno D) Row divided by L+ Column N) Column O Total)
18 Landfill Disposal (1) 13.00% 2.01% 0.26% 13.26% 13.06% 19 All Other (2) 87.00% 1.42% 1.24% 88.24% • 86.94%
20 Total 100.00% 101.50% 100.00%
(11Actual change in gate rate charged to Athens Services. (2) Consumer Price Index for Los Angeles-Long Beach-Anaheim, CA, All items, Not Seasonally Adjusted, CUUSA421 SAO. (3) First year based on percentages provided in this Section D1. After the first adjustment, this column comes from Column P of the previous year's rate adjustment worksheet.
Section D 1.5 Rate Reductions
In the event the rate calculation results in a reduction, the City may implement the reduction whether or not Athens Services has submitted a request. If for any reason a calculated rate reduction is not implemented, future rate increases shall be offset by the amount of the waived reduction.
3 SECTION D2-EXTRAORDINARY RATE ADJUSTMENT REQUEST
Athens Services may request an adjustment to maximum rates in the event of extraordinary changes in the cost of providing service under this agreement. Extraordinary rate adjustments may be requested no more than once per year.
For each request for an adjustment to the maximum rates that Athens Services may charge customers brought pursuant to this section, Athens Services shall prepare a schedule documenting the extraordinary costs. Such request shall be prepared in a form acceptable to City with support for assumptions made by Athens Services in preparing the estimate.
City may request appropriate supporting information in connection with the City's review of Athens Services' rate adjustment request. City shall review Athens Services' request and, in City's sole judgment and absolute, unfettered discretion, make the final determination as to whether an adjustment to the maximum rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment.
As compensation for providing Organic Waste services, as provided in Section 3.R. of this Agreement, and residential Green Waste services, as provided in Section 3.S. of this Agreement, Athens Services shall be granted two (2) separate one-time extraordinary rate adjustments of 6.73% each, effective July l, 2018, and July 1, 2019, respectively; provided, however, that such extraordinary rate adjustments shall not apply to the construction and demolition roll off rates set forth in Exhibit C. 4 EXHIBITF
SCHOOL DISTRICT FACILITIES SERVICE LEVELS
Glendora Unified School District
Location/ Equipment Equipment Equipment Service
Address Type Quantity Size Frequency Period
Glendora USD Administration Office Mixed Waste Bin 3 3 Yard 5 10 Months 500 N Loraine Mixed Waste Bin 3 3 Yard 3 June-July
Goddard School Mixed Waste Bin 4 3 Yard 5 10 Months
859 E Sierra Madre Mixed Waste Bin 4 3 Yard 2 June-July Sandburg School Mixed Waste Bin 3 3 Yard 5 10 Months
819 W Bennett Ave Mixed Waste Bin 3 3 Yard 2 June-July
Sandburg School - BASEBALL Mixed Waste Bin 2 3 Yard 5 10 Months 819 W Bennett Ave Mixed Waste Bin 2 3 Yard 1 June-July
LaFetra School Mixed Waste Bin 2 3 Yard 5 10 Months
547 W Bennett Ave Mixed Waste Bin 2 3 Yard 2 June-July
Cullen School Mixed Waste Bin 3 3 Yard 5 10 Months
440 N Live Oak Ave Mixed Waste Bin 3 3 Yard 2 June-July Sutherland School Mixed Waste Bin 3 3 Yard 5 10 Months
1330 Amelia Ave Mixed Waste Bin 3 3 Yard 2 June-July
Glendora High School Mixed Waste Bin 5 3 Yard 5 10 Months 1600 E Foothill Mixed Waste Bin 5 3 Yard 2 June-July
Whitcomb- Center Campus Mixed Waste Bin 1 3 Yard 5 10 Months 350 W Mauna Loa Ave Mixed Waste Bin 1 3 Yard 2 June-July Whitcomb -Woodshop Mixed Waste Bin 1 3 Yard 5 10 Months 350 W Mauna Loa Ave Mixed Waste Bin 1 1.5 Yard 1 June-July Glendora USD - Warehouse Mixed Waste Bin 2 3 Yard 5 10 Months 517 E Lemon Mixed Waste Bin 2 3 Yard 3 June-July
Glendora USD - Maintenance Mixed Waste Bin 1 3 Yard 5 10 Months 521 E Lemon Mixed Waste Bin 1 3 Yard 3 June-July
Williams School Mixed Waste Bin 1 3 Yard 5 10 Months
301 S Loraine Mixed Waste Bin 1 3 Yard 2 June-July
Stanton School Mixed Waste Bin 2 3 Yard 5 10 Months
725 S Vecino Mixed Waste Bin 2 3 Yard 2 June-July
Charter Oak Unified School District
Location/ Equipment Equipment Equipment Service
Address Type Quantity Size Frequency Period
Sunflower Campus Mixed Waste Bin 2 3 Yard 5 12 Months
1505 Sunflower Ave
Washington School Mixed Waste Bin 1 2 Yard 5 12 Months
325 W Gladstone Mixed Waste Bin 1 3 Yard 5 12 Months
Willow School Mixed Waste Bin 1 3 Yard 5 12 Months
1427 S Willow Ave
Azusa Unified School District
Location/ Equipment Equipment Equipment Service
Address Type Quantity Size Frequency Period
Sierra High School Mixed Waste Bin 3 3 Yard 5 12 Months 1134 S Barranca Ave Mixed Waste Roll-off 1 40 Yard On Call 12 Months