Vers.: Aug. 5, 2019
AMENDMENT NO. 2 TO CONTRACT NO. C09124501A
BETWEEN THE CITY OF PALO ALTO AND
GREENWASTE OF PALO ALTO
This Amendment No. 2 (this “Amendment”) to Contract No. C09124501A (the “Contract” as defined below ) is entered into as of ________________, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and GreenWaste of Palo Alto, a California limited liability company , located at 610 E. Gish Road, San Jose, CA 95112 (“CONTRACTOR”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The City of Palo Alto and GreenWaste of Palo Alto entered into Contract No.
C09124501A, entitled "the Second Amended and Restated Agreement for Solid Waste, Recyclable Material, and Compostable Materials Collection and Processing Services" on January 22, 2019.
B. Contract No. C09124501A is set to expire on June 30, 2026 . That contract gives the City the unilateral option to extend the term for up to four additional years, through June 30, 2030.
C. The Parties now wish to amend the Contract in order to memorialize the extension of term through June 30, 2030 and provide for additional compensation for vehicle repair and maintenance and commercial bin replacements for the term of the Contract as extended.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C09124501A between CONSULTANT and CITY, dated January 22, 2019, as amended by:
Amendment No. 1, dated December 12, 2022.
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2.02 of the Contract is amended to read as follows:
Vers.: Aug. 5, 2019
2.02 Term. The initial Term of the Agreement shall commence on the Effective Date and shall end at midnight on June 30, 2017 (“Term”). Contractor’s obligation to collect Solid Waste and Recyclable Materials and provide other services to customers as required by this Agreement shall commence July 1, 2009. The Term has been extended through June 30, 2021 as provided in Section 2.03. Pursuant to City Council action on January 22, 2019, the Parties now further agree to extend the Term for an additional five years throug h midnight on June 30, 2026. Pursuant to City Council action and as provided in Section 2.03 Option to Extend Term, the parties agree to extend the Term for an additional four years through midnight on June 30, 2030.
SECTION 3. Section 9.01 of the Contract is hereby amended to read as follows (bracketed ellipses indicate text that is unchanged but omitted for brevity):
9.01 General.
[…]
In subsequent years, for rate periods 12, FY 2020/21, through 21, FY 2029/30, Base Compensation will be adjusted annually, based on the application of specified indices produced by the U.S. Department of Labor, Bureau of Labor Statistics to specified cost pools and to the profit allowance, which together comprise Base Compensation.
[…]
SECTION 4. Section 9.04 of the Contract is hereby amended to read as follows:
9.04 Compensation for Subsequent Rate Periods. Contractor’s Base Compensation for all Rate Periods following Rate Period Ten shall be determined using the index -based adjustment method presented in Attachment N -2. The method involves use of specified cost adjustment factors (the percentage change in various consumer price indices) to calculate changes in the Contractor’s Base Compensation. The percentage change in the applicable indices is applied to the calculated cost pools and calculated net revenues from sale of materials collected that comprise the Contractor’s Base Compensation for the then-current Rate Period to determine the Contractor’s Base Compensation for the coming Rate Period. For example, in January 2012 when calculating Contractor’s Base Compensation for Rate Period Four (FY 2012/2013), the percentage change in cost indices will be applied to the calculated Rate Period Three cost pools to calculate Rate Period Four costs. The revised N-1 details this for Rate Periods Ten and Eleven.
The Contractor’s Total Annual Compensation for all Rate Periods following Rate Period Eleven, FY 2019/20, shall equal the sum of the following:
• Base Compensation calculated using the formula presented in Attachment N -2 and one-time costs identified on Attachment N -1 (including, but not limited to, Vers.: Aug. 5, 2019
compensation for new vehicles received during the Rate Period as approved by the City based on the invoiced purchase price paid by Contractor, subject to the profit allowance in Attachment N-2, Section 3.B); and
• Extra Service Compensation for extra services performed during the Rate Period; and
• Adjustment (reduction) for revenues/fees collected by Contractor from on -call service provided to Customers.
Additionally, for rate periods 17 (FY 2025/26) through 21 (FY 2029/30), Contractor’s Total Compensation shall also include the following:
• Rate Period 17:
o $82,688 for vehicle repair and maintenance
• Rate Period 18:
o $213,500 for vehicle repair and maintenance
o $58,000 for additional bin replacements
• Rate Period 19:
o $222,100 for vehicle repair and maintenance
o $58,000 for additional bin replacements
• Rate Period 20:
o $277,300 for vehicle repair and maintenance
o $58,000 for additional bin replacements
• Rate Period 21:
o $373,000 for vehicle repair and maintenance
o $58,000 for additional bin replacements
For vehicles received in Rate Period 17 or later, either depreciation on the new vehicles shall be included in Contractor’s Compensation as described in Section 9.13, or compensation for new vehicles received during the Rate Period as approved by the City shall be included in Contractor’s base compensation for that Rate Period based on the invoiced purchase price paid by Contractor. City and Contractor shall agree in writing on the method of compensation.
SECTION 5. The following attachment to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. ATTACHMENT “G” entitled “Vehicle Specifications and Quantities” AMENDED, REPLACES PREVIOUS.
SECTION 6. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
Vers.: Aug. 5, 2019
SECTION 7. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
SECTION 8. 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.
SECTION 9. Counterparts. This Amendment may be executed in counterparts, each of which shall be considered an original.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or designee
GREENWASTE OF PALO ALTO, LLC
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
Attachment G, Vehicle Specifications and Quantities, AMDENDED, Replaces Previous
- Amended
The amended GWPA Vehicle Inventory and Replacement Plan included in this Attachment G is current as of October 2025. It reflects GWPA's vehicle inventory and the parties' agreed-upon schedule for replacing the vehicles in use during the remaining term of the agreement. To the extent that this amended replacement schedule requires GWPA to use vehicles that exceed 8 years of age to perform services under this agreement, the adoption of this amended Vehicle Inventory and Replacement Plan constitutes written approval of the Director to do so, as described in this Attachment G.
GWPA Vehicle Master List
YEAR MAKE MODEL VEHICLE TYPE TRUCK ID ROUTE VIN # TYPE FUEL Replacement Year 2009 GMC Sierra C3500 Service Truck PA321 642 1GDJC34688E175280 Non Collection Diesel 2009 GMC Sierra C3500 Scat Truck PA320 SPARE 1GDJC34648E198250 Non Collection Diesel 2009 TCM FG30T3L Forklift PA402 PA402 A2H901329 Non Collection PROPANE 2015 GMC Sierra Pick-up PA104 (K. Navarro) OUTREACH 3GTP1UEC5FG275163 Non Collection Unleaded 2016 Peterbilt COE 320 ASL PA228 R1 3BPZX20X2GF104738 Collection CNG 2016 Peterbilt COE 321 ASL PA220 SPARE 3BPZX20X0GF104737 Collection CNG 2016 Peterbilt COE 322 ASL PA221 SPARE 3BPZX20X9GF104736 Collection CNG 2016 Peterbilt COE 323 ASL PA224 R3 3BPZX20X7GF104735 Collection CNG 2016 Peterbilt COE 324 ASL PA225 M1 3BPZX20X4GF104739 Collection CNG 2016 Peterbilt COE 320 ASL PA222 R3 3BPZX20X0GF104740 Collection CNG 2026 2016 Peterbilt COE 320 ASL PA223 R4 3BPZX20X1GF104732 Collection CNG 2026 2016 Peterbilt COE 320 ASL PA226 R2 3BPZX20X5GF104734 Collection CNG 2026 2016 Peterbilt COE 320 ASL PA227 M4 3BPZX20X3GF104733 Collection CNG 2026 2018 Dodge Ram 1500 Pick-up PA700 (J. Lopez) 640 1C6RR7NM7JS351678 Non Collection Unleaded 2018 Peterbilt 348 Roll Off - Rail PA921 SPARE 2NP3L20X7JM479639 Collection CNG 2018 Peterbilt 520 Side Loader PA212 SPARE 3BPDK29X4JF160702 Collection CNG 2028 2018 Peterbilt 520 Front Load PA560 SPARE 3BPDX20X2JF160700 Collection CNG 2028 2018 Peterbilt 520 Front Load PA561 322 3BPDX20X4JF160701 Collection CNG 2028 2018 Peterbilt 348 Roll Off - Rail PA920 534 2NP3L20X5JM479638 Collection CNG 2028 2019 Toyota Prius-Prime Sedan PA101 (K.Shanda) OUTREACH JTDKARFPXK3106598 Non Collection Unleaded 2019 Toyota Prius-Prime Sedan PA102 (A. Cushing) OUTREACH JTDKARFP5K3106105 Non Collection Unleaded 2019 BYD 8RT9M ASL PA230 M3 LA9CCBD8XK1LC0041 Collection Electric 2019 Peterbilt 337 Flat bed PA300 400 2NP2H26X5MM734071 Non Collection CNG 2019 BYD T7MA Electric Flat bed PA302 401 LA95B65EXL1LC0047 Non Collection Electric 2019 Ram 3500 Scat Truck PA312 SPARE 3C7WRSBL8LG242069 Non Collection Diesel 2019 Peterbilt 520 Front Load PA562 123 3BPDX20X4KF102976 Collection CNG 2019 Peterbilt 520 Front Load PA563 120 3BPDX20X6KF102977 Collection CNG 2019 Peterbilt 520 Front Load PA564 320 3BPDX20X6KF104289 Collection CNG 2019 Ram 3500 Service Truck PA641 641 3C7WRSBL4KG597688 Non Collection Diesel 2019 Toyota RAV4 SUV PA701 (E. Cissna) 746 JTMDWRFV0KD500503 Non Collection Unleaded 2019 Ram 1500 Pick-up PA705 (A. Legrande) 440 1C6RR7NMXKS749274 Non Collection Unleaded 2019 Peterbilt 348 Roll Off-Hook PA904 533 2NP3L20X1JM498915 Collection CNG 2019 8FG35U-187FSV Forklift PA403 PA403 SPR25071471-R3 Non Collection PROPANE 2019 BYD T9M Electric Rear Loader PA305 405 LA95B6D84L1LC0041 Collection Electric 2026 2020 Peterbilt 520 ASL PA201 C1 3BPDL20X5LF108332 Collection CNG 2020 Peterbilt 520 ASL PA202 C2 3BPDL20X3LF108331 Collection CNG 2020 Peterbilt 520 ASL PA203 C3 3BPDL20X5LF108329 Collection CNG 2020 Peterbilt 520 ASL PA204 C4 3BPDL20X1LF108330 Collection CNG 2020 Peterbilt 520 Front Load PA565 323 3BPDX20X5LF108335 Collection CNG 2020 Peterbilt 520 Front Load PA566 321 3BPDX20X1LF108333 Collection CNG 2020 Peterbilt 520 Front Load PA567 122 3BPDX20X7LF108336 Collection CNG 2020 Peterbilt 520 Front Load PA568 121 3BPDX20X9LF108337 Collection CNG 2020 Peterbilt 520 Front Load PA569 SPARE 3BPDX20X3LF108334 Collection CNG 2020 BYD T7M Electric Wash Truck PA603 603 LA95B65E8L1LC0032 Non Collection Electric 2020 Ram 1500 Quad Pick-up PA706 SPARE 1C6SRFBM6LN239682 Non Collection Unleaded 2020 Peterbilt 348 Roll Off-Hook PA905 531 1NP3L20X7LD709916 Collection CNG 2020 Peterbilt 348 Roll Off-Hook PA906 532 1NP3L20X9LD709917 Collection CNG 2020 Peterbilt 348 Roll Off-Hook PA907 SPARE 1NP3L20X5LD709915 Collection CNG 2020 Hyundai Kona Sedan PA707 (C. Soper) n/a KM8K53AGXLU063350 Non Collection Electric 2021 Ford Escape SUV PA100 (E. Torres) OUTREACH 1FMCU9CZ2MUA19191 Non Collection Unleaded 2021 Ford Escape SUV PA103 (M. Wong) OUTREACH 1FMCU0CZ8MUA08109 Non Collection Unleaded 2021 Peterbilt 520 ASL PA205 C5 3BPDL20X2NF112633 Collection CNG 2021 Peterbilt 520 ASL PA211 360 3BPDK29X6MF109769 Collection CNG 2021 Ram Ram 1500 Pick-up PA702 (J. Ramirez) 340 1C6RREJTXMN631177 Non Collection Unleaded 2021 GMC Sierra Pick-up PA703 (M. Hill) 745 3GTU9CED7MG277184 Non Collection Unleaded 2021 Toyota Tacoma Pick-up PA704 (M. Guillen) 140 3TMDZ5BN2MM112895 Non Collection Unleaded 2023 Peterbilt 520EV Fully-Auto PA231 M2 3BPDHL0X8RF115243 Collection Electric 2024 Ford F350 Scat Truck PA311 260 1FDRF3GT3REE58117 Non Collection Unleaded 2025 Peterbilt 520EV Roll Off-Hook PA900 SPARE 3BPDHL0X9SF117900 Collection Electric 2025 Peterbilt 520EV ASL PA232 3BPDHL0X6SF117899 Collection Electric GWPA Vehicle Inventory and Replacement Plan - October 2025