HomeMy WebLinkAboutReso 81-10 AVI Amend AgreementRESOLUTION NO. 81 -10
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
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APPROVING A FOURTH AMENDMENT TO THE COLLECTION SERVICE AGREEMENT
BETWEEN THE CITY OF DUBLIN AND AMADOR VALLEY INDUSTRIES, LLC
WHEREAS, the City of Dublin ("City") entered into a Coltection Service Agreement
("Agreement") with Amador Valley Industries, LLC ("AVI") dated January 12, 2005; and
WHEREAS, on June 20, 2006, the parties executed a First Amendment to the
Agreement in order to modify certain provisions in Exhibit 2 of the Agreement relating to the
Compensation Adjustment Model; and
WHEREAS, on June 17, 2008, the parties executed a Second Amendment to the
Agreement in order to provide for: compensation to CONTRACTOR for the collection of
Recyclable Materials produced by Commercial Service Units; to modify CONTRACTOR'S
obligation to provide Large Item Collection Service to City Service Units; to require
CONTRACTOR to perForm a minimum of two waste audits per day; to require
CONTRACTOR to increase its Commercial and MFD outreach and education programs and
to perform at least twelve campaigns each Agreement Year and to require CONTRACTOR to
submit an annual diversion plan for approval by the City each Agreement Year; and
WHEREAS, on June 23, 2009, the parties executed a Third Amendment to the
Agreement in order to modify certain indices used to calculate the RRI Factor, relating to the
Compensation Adjustment Model; and
WHEREAS, the Agreement allows for an annual compensation adjustment in
accordance with specified formulas; and
WHEREAS, AVI has requested that the City modify the rate adjustment methodology
to include its Labor Contact costs as one of the components of the Refuse Rate Index ("RRI")
used to adjust rates each year; and
WHEREAS, AVI has requested that the cap of 5.00% on the RRI be increased to
10.00%; and
WHEREAS, AVI has requested that no negative growth be allowed in the annual rate
adjustment process; and
WHEREAS, the City and AVI desire to extend the term of the Agreement for an
additional eight years; and
Page 1 of 2
WHEREAS, the City and AVI desire to include commercial recycling bins as an
element in the calculation of the annual growth factor, which is used to adjust rates; and
and
WHEREAS, the City desires to augment the franchise and administrative fee rates;
WHEREAS, the City further desires to modify provisions in the Agreement relating to
services provided to various City sites including, but not limited to City Parks, fire stations,
corporation yards, and community centers.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin
hereby approves the Fourth Amendment to the Collection Service Agreement between the
City of Dublin and Amador Valley Industries, LLC (attached hereto as Exhibit A).
BE IT FURTHER RESOLVED that the City Council of the City of Dublin hereby
authorizes the City Manager to execute the Fourth Amendment to the Agreement.
PASSED, APPROVED AND ADOPTED this 1 st day of June, 2010, by the following
vote:
AYES: Councilmembers Biddle, Hart, Hildenbrand, Scholz, and Mayor Sbranti
NOES: None
ABSENT: None
ABSTAIN: None
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Mayor
ATTES :
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City Clerk
Reso No. 81-10, Adopted 6-1-10, Item 7.1 Page 2 of 2
EXHIBIT A ~ }' ~ ~
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FOURTH AMENDMENT
TO THE COLLECTION SERVICE AGREEMENT BETWEEN THE
CITY OF DUBLIN AND AMADOR VALLEY INDUSTRIES, LLC
This Fourth Amendment to the Collection Service Agreement, dated as of
, 2010 (the "Amendment") modifies and amends that certain "Collection
Service Agreement," dated January 12, 2005, as previously amended (the
"Agreement"), between the City of Dublin ("CITY") and Amador Valley Industries, LLC
("CONTRACTOR"), Capitalized terms used herein and not othenNise defined shall have
the meanings ascribed to such terms in the Agreement.
Recitals
WHEREAS, the Agreement sets forth the respective rights and obligations of the
parties with respect to the Collection of Solid Waste and Organic Materials and grants
CONTRACTOR an exclusive right to provide Collection Services within the Service
Area;
WHEREAS, on June 20, 2006, the parties executed a First Amendment to the
Agreement in order to modify certain provisions in Exhibit 2 of the Agreement relating to
the Compensation Adjustment Model; and
WHEREAS, on June 17, 2008, the parties executed a Second Amendment to the
Agreement in order to provide for: compensation to CONTRACTOR for the collection of
Recyclable Materials produced by Commercia! Service Units; to modify
CONTRACTOR'S obligation to provide Large Item Collection Service to City Service
Units; to require CONTRACTOR to perform a minimum of two waste audits per day; to
require CONTRACTOR to increase its Commercial and MFD outreach and education
programs and to perForm at least twelve campaigns each Agreement Year and to
require CONTRACTOR to submit an annual diversion plan for approval by the City each
Agreement Year; and
WHEREAS, on June 23, 2009, the parties executed a Third Amendment to the
Agreement in order to modify certain indices used to calculate the RRI Factor, relating
to the Compensation Adjustment Model; and
WHEREAS, the parties desire to further amend the Agreement to modify the
indices used to calculate the RRI Factor as listed in Exhibit 2, pages 78 and 79, of the
Collection Services Agreement; to increase the RRI factor cap from 5% tw;10%; to
modify the AG, AGT, and RRI Factors to clarify that negative values are not to be
included in the compensation adjustment model; to clarify that all CITY facilities receive
free City collection services; to modify the definition of Calculated Revenue to include
commercial recycling bins; and to extend the term of the Agreement, all on the terms
herein.
EXHIBIT A
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NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknawledged, CITY and CONTRACTOR hereby agree to amend the
Agreement as follows:
Section 1. Section 1.13 is hereby amended to read as follows:
1.13 City Service Unit. Those CITY properties or locafions owned and operated
by the CITY, including, but not limited to, Dublin Civic Center, Shannon Community
Center, Dublin Senior Center, Dublin Library, Dublin Corporation Yard, Dublin Fire
Stations, and all City parks and recreation facilities. The C1TY Service Unit shall not
deposit dirt, rock, concrete, Exempt Waste or Construction and Demolition Debris in any
collection containers provided as required under the conditions of the Agreement.
Section 2. Article 2 is hereby amended to read as follows:
2.01 Term. The term of this Agreement shall be for a fifteen (15) year
period beginning July 1, 2005 and terminating on June 30, 2020.
2.02 Other Provisions. The CITY may, at the end of the term of this
Agreement, either renegotiate the terms and conditions of the Agreement with the
current CONTRACTOR or request proposals from qualified contractors to provide
Collection Services.
Section 3. Section 4.04.1 is hereby amended to read as follows:
4.04.1 Franchise Fee. The franchise fee shall be a percentage of
CONTRACTOR'S gross revenue collected each month under the terms of this
Agreement. Gross revenue shall specifically include revenue received by the
CONTRACTOR from any entity, including Federal, State, County or other local facilities
within the Service Area for the provision of Collection Services by the CONTRACTOR.
However, revenue received by the CONTRACTOR from the sale of recyclable materials
and from related California Redemption Value (CRV) payments shall not be considered
as gross revenues for purpose of the calculation of franchise fees. The franchise fee
percentage shall be sixteen and thirty-five-hundredths percent (16.35%) with respect to
revenue received for Services performed by CONTRACTOR after June 30, 2010 and
during the remaining term of this Agreement unless adjusted by the CITY.
Section 4. Section 4.04.2 is hereby amended to read as follows:
4.04.2 Administrative Fee. The administrative fee shall be a percentage of
CONTRACTOR'S gross revenue collected each month under the terms of this
Agreement. Gross revenue shall specifically include revenue received by the
CONTRACTOR from any entity, including Federal, State, County or other local facilities
within the Service Area for the provision of Collection Services by the CONTRACTOR.
However, revenue received by the CONTRACTOR from the sale of recyclable materials
and from refated CRV payments shall not be considered as gross revenues for purpose
of the calculation of administrative fees. The administrative fee percentage shall be
EXHIBIT A
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seven percent (7.00%) with respect to revenue received for Services performed by
CONTRACTOR after June 30, 2010 and during the remaining term of this Agreement
unless adjusted by the CITY.
Section 5. Section 5.05.1.1 is hereby amended to read as follows:
5.05.1.1 RR1 Factor. Effective as of the adjustment of Service rates
for July 1, 2010, the RRl factor shall be the lesser of ten percent (10%) or the sum of
the weighted percentage change in the Annual Average of each RRI index number
between the second (2"d) preceding calendar year (the "Initial Index Number") and the
preceding calendar year (the "Subsequent Index Number"), as contained in the most
recent release of the source documents listed in Exhibit 2, ("Compensation Model")
which is attached to and included in this Agreement. Therefore, the first RRI factor will
be based on the percentage change between the Annual Average of the RRI indices for
the year ended December 31, 2Q04 (the second (2"d) preceding calendar year) and the
Annual Average of the RRI indices for the year ended December 31, 2005, (the
preceding calendar year). The RRI factor shall be calculated using the Compensation
Model included in Exhibit 2. If, in any given year, the weighted percentage change is a
negative value, the RRI factor shall be set at zero percent (0.00%) for that year. For the
purpose of calculating Service rate adjustments, the Initial Index Number shall be the
number used as the Subsequent Index Number when the service rate adjustment
calculation was made the year before.
Section 6. Section 5.05.1.2 is hereby amended to read as follows:
5.05.1.2 Annual Growth Factor Effective as of the adjustment of
Service rates for July 1, 2010, the AG factor for each compensation adjustment shall be
the percentage change in the beginning Calculated Revenue and the ending Calculated
Revenue. If, in any given year, the percentage change is a negative value, the AG factor
shall be set at zero percent (0.00%) for that year.
Section 7. Section 5.05.1.4 is hereby amended to read as follows:
5.05.1.4 Subsequent Calculations Calculated Revenue shall be
the sum of the product of the Collection Service census data multiplied by the
appropriate Service rate. For the purpose of determining the AG factor for all
subsequent compensation adjustments, beginning Calculated Revenue shall be
calculated using the Collection Service census data as of the second (2nd) preceding
January 15t and rates as of the preceding July 1St, and ending Calculated Revenue shall
be calculated using the Collection Service census data as of the preceding December
31 St and the rates as of the preceding July 1 S~. Therefore, to determine the AG factor for
the July 1, 2007 compensation adjustment, beginning Calculated Revenue shall be
calculated using the Collection Service census data as of January 1, 2006 and rates as
of July 1, 2006 and ending Calculated Revenue shalf be calculated using the Collection
Service census data as of December 31, 2006 and the rates as of July 1, 2006.
For the purpose of determining the AG factor for the July 1, 2011
compensation adjustment, and annualiy thereafter, the Service rates shall aiso include
the imputed rates for multi-family and commercial recycling bins, which imputed rates
EXHIBIT A
shaii be the same as the
Service for such custome
Collection Service cens~
commercial recycling bins.
actual rates for the most comparable
~s (by size of container and frequenc
s data shall include census data
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solid waste collection
y of service), and the
for multi-family and
Section 8. Section 5.05.7.2 is hereby amended to read as follows:
5.05.7.2 Annual Tonnaqe Growth Factor. Effective as of the adjustment
of Servi~e rates for July 1, 2010, the ATG factor for each compensation adjustment
shall be the percentage change in commercial recycting tonnage between the second
(2"a) preceding calendar year and the preceding calendar year, as determined by
adding the collection data for MFD and Commercial Recycling Service contained in the
monthly recycling data reports described in Section 18.04.2. By way of illustration, the
Calendar Year 2007 reported commercial recycling tonnage is 1,831.62, and the
Calendar Year 2006 reported commercial recycling tonnage is 1,454.34. Therefore, the
ATG factor used for the Agreement Year 2008-2009 adjustment to the Commercial
Recycling Element is as follows: (1831.62 - 1454.34) / 1454.34 = 0.2594. If in any given
year the percentage change is a negative value, the ATG factor shall be set at zero
percent (0.00%) for that year.
Section 9. Section 5.12 is hereby amended to read as follows:
5.12 Calculation of Service Rates. CITY shall calculate, set and
maintain service rates at a level, based on the revenue forecasted to be received by
CONTRACTOR from charging such rates that can reasonably be expected to provide
compensation to the CONTRACTOR as calculated in Section 5.05 above. However,
the calculation of forecasted revenue shall not include forecasts for multi-family or
commercial recycling Services, or for Services provided to CITY.
Section 10. Section 5.13.1 is hereby amended to read as follows:
5.13.1 Subseauent Calculations. In preparing subsequent service rate
calculations, CITY shall use either the census data as of the preceding December 315t
or the most recent census data available as of any date after such December 31 st. As
part of the rate calcutation process, CITY shall provide the rate calculations and
assumptions to the CONTRACTOR for their review. However, authority to prepare and
determine rate structures shal! be at the sole discretion of the CITY.
Section 11. Section 11.01 is hereby amended to read as follows:
11.01 CITY Collection Services. These services will be governed by the
following terms and conditions and shall be provided at no additional cost to the City:
11.01.1 Conditions of Service. The CONTRACTOR shall provide
CITY Solid Waste Collection Service, CITY Recycling Service, CITY Organic Collection
EXHIBIT A ~~°t 4~
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Service and Roll-Off Container Service to all CITY Service Units in the Service Area
where the bins and carts are accessible as set forth in Section 11.01.3
Section 12. EfFective as of the adjustment of Service rates for July 1, 2010, the first
two pages of Exhibit 2, on pages 78 through 79, of the Agreement are hereby deleted
and replaced with new pages 78 through 79 to read as follows:
EXHIBIT A
Collection Service Agreement
Exhibit 2
City of Dublin, CA
Compensation Adjustment
RRI Financial Statement Format
Operatinq Costs
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Labor: Series ID: Teamsters Union Local 70 Contract
List all administrative, officer, operation and maintenance salary accounts
List all pension, benefits, and workers compensation insurance expenses.
List payrol! tax accounts directly related to the above salary accounts.
Vehicle Replacement: Series ID: wpu141301 Transportation Equipment - Truck & Bus
Bodies Sold Separately
List all Collection and Collection related vehicle depreciation accounts.
List all vehicle lease or rental accounts related to Collection or Collection
related vehicles
Vehicle Maintenance: Series ID: wpu11440378 Machinery & Equipment-Parts,
Attachments and Accessories
List all Collection and Collection related vehicle parts accounts.
AllOther: Series ID: cuura422sa0 Consumer Price Index - All Urban
Consumers, as published and maintained by the United States Bureau of Labor
Statistics for San Francisco-Oakland-San Jose, CA (1982-84=100)
List all other expense accounts related to the services provided under this Agreement.
This category includes all insurance including general liability, fire, truck
damage, and extended coverage but excluding workers compensation
and employee group insurance; rent on property, truck licenses and
permits; real and personal property taxes; telephone and other utilities;
employee uniforms; safety equipment; general yard repairs and
maintenance; o~ce supplies; postage; trade association dues and
subscriptions; advertising; and miscellaneous other expenses.
Page 78 City of Dublin
EXHIBIT A ~~ ~.,, ~ ~ .
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Collection Service Agreement
Exhibit 2
City of Dublin, CA
Com ensation Ad~ustment Model
The annual compensation adjustment is calculated in accordance with the procedures set forth in Article 5 of
the Collecfion Service Agreement. This exhibit is provided as an example of how the individual calculatio
ns are
used to develo the overall com ensation and does not include actual data.
step Collection Com ensation Element
1 Calculate RRI Factor
1a Use model to In ut current year indices
Annual Avera e Calendar Year 12/31
Indices
2009 2010 2011 2012
Teamsters Union Local 70 Convact (summation of monthly
avera e er erson of salary + benefits + ension) 5592.53 7188.08 7,559.70 8003.45
Series ID: wpu141301 Transportation Equipment- Truck &
Bus Bodies Sold Se azatel 169.7 171.40 173.60 174
60
Scries ID: wpul 1440378 Machinery & Equipment-Parts, .
Attachments and Accessories 129.5 131.30 132
40 135
10
cuura422sa0 Consumer Price Index - All Urban Consumers . .
- San Francisco-Oakland-San Jose, CA
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~ 180 2 189 90 193 00 196
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f,c[~faCea=°,~c~n `'
:ttt'cutrent,ane~~'n~ ` rlndices ~ ~ -~~ ~~~
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rev
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ear to Year Annual Avera e Ca lendar Year 12/31
2009
Series ID: Teamsters U
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l 7
=' 2010 2011 2012
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oca
0 Contract ~~r,
~ 2g 53% ~
Series ID: wpu141301 Transportation Equipment - Truck & 5 1~% 5$~
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Bus Bodies Sold Se azatel `~.~ ~~ 1
pp% 2
30%
Series ID: wpu11440378 Machine
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P . . 1.87%
ry
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pment-
arts, ~;~ ~-
Attachments and Accessones ~ ~`°'`~ ~~~: , 1.3g% 2
2q~/a 2
Sg%
Series ID: cuura422sa0 Consumer Price Index - All Urban
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Consumers - San Francisco-Oakland-San Jose
CA `~~x
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Us~~"}tf3~ln t~' A!loduEe.fa~input~ONTRACT'aR flnancial=data ~~~ ~ 4 04% 5.33%
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. 2.57%
Contractor Financial Data :
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Annual Avera e Calendar Year 12/31
Labor 2009 2010 2011 2012
VehiGe Re lacement ~ '
~ $ 1,375,000 $1,443,750 $1,515,938
Vehicle Maintenance :.
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~ $ 248,000 $ 260,400 $ 273,420
All Other
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~ $ 246,000 $ 258,300 $ 271,215
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"~ $ 2,779,000 $2,917,950 $3,D63,848
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MFxtet~ea€c~~~te~~ret htfn ,;1~etor
fareact~
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` ~-~ $ 4 648 000 $4 880,400 $5,124,420
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Contractor Wei htin % ~~ w ~,~ ~,.,
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Annual Avera e Cal endar Year 12/31
2009 2010 2011 2012
Labor '
29.58% 29.58% 29.58%
VehiCle Re lacement
5.34°/a 5.34% 5.34%
Vehicle Maintenance
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5.29% 5.29% 5,2g%
AllOther ~
T -:~ 59.79% 59.79% 59J9%
Total
1e ~ z=, 100.00% 100.00°/a 100.00%
Model multiplies index chan e(1b) b wei htin factor (1d) '
RRI %
Annual Avera e Calendar Year 12/31
Series ID: Teamsters Union Local 70 Contract 2009 2010 2011 2012
Series [D: wpu141301 Transportation Equipment - Truck & 8.44% 1.53% 1.74%
Bus Bodies Sold Se aratel
Series ID: wpu11440378 Machinery & Equipment-Parts, 0.05% p.~z% o
0.10 /o
Attachments and Accessories
Series ID: cuura422sa0 Consumer Price Index - All Urban 0.07% 0.12% 0.15%
Consumers - 3an Francisco-Oakland-San Jose
CA
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RRI Factor ~ 8 ~ o~a 2 39% ~ ~ 5%
Allowed RRI Factor 10.37% 4.16% 3.14%
10.00°/, 4.16% 3.74%
Page 79
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EXHIBIT A ~a~ ~~ ~ ~
Section 13. Exhibit 3 of the Agreement is hereby deleted.
Section 14. In the event of a conflict between the Agreement and this Amendment,
this Amendment will control. Except to the extent inconsistent with this Amendment, the
Parties ratify and confirm all of the terms and conditions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.
CITY OF DUBLIN
Dated: gy.
Attest:
By:
Caroline Soto
City Clerk
APPROVED AS TO FORM:
By: .
John D. Bakker
City Attorney
Joni L. Pattillo
City Manager
AMADOR VALLEY INDUSTRIES, LLC,
a California Limited Liability Company
Dated:
By:
its: