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Home My WebLink AboutStaff Report 6.B 09/12/2005i SEP -09-2005 11:59 HEAL.Y LAW OFFICE Ta: A4ik Bietinan From: FIes1Y, Karen Nau Date: 8 bar 9, 3005 Subject: Benda Regaest 6.B September 12, 2005 Purewnt to Rule Yi(A)(3) of the Council's Rules, Policies aAd Procedures, the underdgn� hereby request that the following item be addod to the agenda for the Coundl's September 12.2005 meeting: Di6cussion and possible direction regarding award of garbage franchise, including stents of negotiations with Ckean Waste Recovery and September 2, 2005 letter reaeivad from North Bay Corp. Dated: September 9, 2005 Dated: Septembcr 9. 2005 Gl ✓l S�I� ��—� X TOTAL P.01 North Bay Corporation 2543 Petaluma Blvd. South Petaluma, CA 94952 Mayor David Glass Vice Mayor Mike Harris Council Members: Keith Canevaro Mike Healy Karen Nan Mike O'Brien Pamela Torliatt Michael Bierman - City Manager City of Petaluma, California 11 English St. Petaluma, CA 94952 Dear Mayor, Vice Mayor, Council Members and City Manager: September 2, 2005 After discussion with several council members we are submitting this letter regarding our proposal, first outlined in our letter dated August 20, 2005, and now containing new information that we believe is critically important to the discussions concerning a new waste agreement in the City of Petaluma. Attached is a projection based on rate differences between the GWR proposal and our proposal. There will be a minimum of $20,000,000 in savings to the residents and businesses of Petaluma over the total contract term. We will also agree to pay franchise fees on revenue generated from the sale of recycling materials. This will be in addition to what is currently in the proposed franchise agreement. We would like to clarify that when the August 20's letter was written, and before the 8/22105 City Council meeting, we had a verbal agreement with Waste Management to purchase their Petaluma assets. Mr. Devlin, the local Waste Management operations manager, was not aware of that agreement. Because of this we were not able to confirm the agreement at the Council meeting. The agreement is now in writing, signed, and attached for your reference. This will eliminate all transition issues. We will be using the same employees, the same trucks and the same routes. We will only need to order and deliver to customers the blue single stream recycling cart. We will be able to deliver the blue carts by December 31, 2005. We, of course, will provide all the services outlined in the proposed franchise agreement including weekly yard waste collection and single -stream recycling. As stated in our revised proposal, we will offer employment to all route drivers and line personnel currently providing service to Petaluma at their current wages. That will result in a pay increase across the board because our employees do not share the cost of health insurance. We also provide a 401K and Profit Sharing Plan for all employees. Mr. Hilton made the statement that it would take weeks or months to negotiate a contract with North Bay Corp. because there were contemplated material departures from the agreement presented in the RFP. We accept that agreement with no exceptions. We are prepared to sign it as soon as it is ready for signature. Currently in our Sonoma county operations we are achieving 55% recycling diversion, established on State records. With the implementation of the blue can, single stream recycling Petaluma would achieve 60% recycling diversion. We have sufficient capacity at our Santa Rosa Facility to process all current and future recyclable materials generated by residents and businesses in Petaluma. Local employees will process all materials providing local jobs. For the future, we have acquired 19+ acres of land between Santa Rosa and Rohnert Park for a technologically advanced, state of the art MRF and transfer facility. A "dirty MRF" is planned, which we believe will bring diversion rates to above 70%. Four and one-half acres will be under roof. There will be viewing and educational facilities. There is already a CPCFA inducement resolution in place providing tax-free financing. The project has been designed and architectural drawings are being done. This facility will provide a cost effective, local, long-term solution to diversion and recyclables processing in an esthetically pleasing environment. We have a signed agreement allowing North Bay Corporation to dispose of all Petaluma generated solid waste for $42.00 per ton at Redwood Landfill subject to an annual cost of living escalator after December 31, 2006. In addition, our proposal pricing would allow Petaluma to rejoin the Sonoma County system at their current rates, if Petaluma decides to go back into the JPA. If the Petaluma City Council makes this decision there will be no impact on our proposed rates. We have an existing office and yard on Petaluma Blvd. South. We are permitted there for, and will provide, a buyback center and drop-off point for recyclables. Steven Ratto and James Salyers, long-time residents of Petaluma, will own and manage the operations. All profits will stay local and local businesses will be the preferred providers of all supplies and services. The local yard, office and recycling processing will reduce traffic on the highway. Thank you for taking the time to review this proposal. We believe it to be superior to the other proposals submitted to date and also believe the ratepayers of Petaluma will be excited by the savings we will provide. Along with the monetary aspects of our proposal, outlined herein, we also believe the residents of Petaluma will agree that local ownership ensures sensitivity to local needs. Below is a list of contact personnel: James Ratto Office: 707-579-1852 or cell 707-484-7840. James Salyers Home: 707-763-3726 or cell 707-695-1751 John Warren Office: 707-579-3414 or cell 707-494-1610 Sincerely, Sincerely, SG James Ratio Uames yers /v\ CITY OF PETALUMA PROPOSAL COMPARISON 08/23/2005 Current Revenue GWR NBC DIFFERENCE $ 6,899,524 $ 6,899,524 Proposal rate increase 35% 19% Growth Factor 2% 2% Cost of Living factor Revenue Summary: Year Year Year Year 4 Year 5 Year Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Total Revenue 3% 3% $9,500,645 $8,374,642 $1,126,003 $9,981,378 $8,798,399 $1,182,979 $10,486,436 $9,243,598 $1,242,838 $11,017,050 $9,711,324 $1,305,726 $11,574,513 $10,202,717 $1,371,796 $12,160,183 $10,718,974 $1,441,209 $12,775,488 $11,261,354 $1,514,134 $13,421,928 $11,831,179 $1,590,749 $14,101,078 $12,429,837 $1,671,241 $14,814,593 $13,058,787 $1,755,806 $15,564,211 $13,719,562 $1,844,649 $16,351,760 $14,413,772 $1,937,988 $17,179,159 $15,143,109 $2,036,050 $168,928,422 $148,907,254 $20,021,168 Sep',02 05 02e51P Waste Management 5034937883 s,I6ftTED WAM ANTff BULL OFSALLr tnA This Walled Warranty Bili of Sate (the "ABrarnant") Is artered lata as Of this 27 day of September 2005. by and between USA WASTB OP CALIFORNIA, INC., a Delawara eotporaitOn (the 850110.") and'NORTH BAY. CORPORATION, a Caliibmis corporatlan (the "Buyef). is 0onsiderutioa of the mutual promises herein made, and for gond and valuable cm Odmatioo, the raceipt and ade.0aacy of which is hereby a lapowledSK the pectis hereto WI X as foilowa: ARTICLE I nPOM1 ONS !.l ..Assets" shall mean omit. (I) thow certain Valdes read autainers identified op Exhibit A Waebed hat ta, which shuil be a compieteHbtaftb* collaolum vddchs, cordainars, bins, debris boxes used to sav outheSdier'soperation spedfraallyreldipgtothe Cibr ofPetalwos, Califomlaresidentiai and rmmtaerclui fimulds%asOfAOgust26, 2W5, (ii) All of SdWS rwmrmaeial, raidcmi+d and debris box customer lists and route lista rdatrd to Selter's oparadcas to the City OfPcW mta p nwit to tieler's ft=bise agiean M(tic "FraacKWI withelmChy.ofpoodume, CoUrmala (all of which shell be dermcmd at d z Closing}. The Assets abarl not )nctade arty axuaatstta eivabta 12 'Assttarad Lfabfttrier tdmll thxan the abiig6m. lfIIbi)hiaa sad dutlec aHributdtie to the Ands antUorthe Praaehtae utkiag � rtctmiagafter theC)0siag Data: 1,3. "Fxctuded flahtforar' atadl mean the oblige dom ihtbilides and duties audbutablo to the Asses aridng or acamlag bafom the Closing Date ad any debts, l'mhititirs or oltAgatimts of Saliar, a wci t Oro Assumed tlsbllhtes. AR17CLEU PURCHASEC lOjr)ERATION!TRANSFFW Cff'JEASSt?15 2.1; Assign SalWr transfrxs, ooaveys, sella, assign and dciivers unto Buyer, its suecaasmrs and assigns, fotevo, all of the Aries, cfftWve as of the Closing Datc 2,2: pence's Rewmectatioggand WArimifig Salter ss in sad wwmts to Btryer as foiiows: (a) Title Asxts Fxrxpt eS otberwa-- di'SolOwd to Buyer In writing, as of the Cdosiag Derry' goner stmil boo gaud acrd mtulavtablatitk to an of an Assets Nod howasu in the Assets, fm and clear ofaury Aeras or aaoumbrono0s. (b) Autharhation of"Waatiar. Seim' has fall power and authority to execute sad d4va M AgrcoM09 std to Perform its obiigdlorts heteamder. This AVC=Ctkt eahs!Uft the valid and tng+dty bhhdiag obASa6on of Ohs Satter, ahibraeable In aacor&AM whh its iarm t. (a) SMIM `s Berea Sella dawns net have amr AabilRy ear obligation W pay Oay rbcs or commissions to any broker, fmda. or agent with rmpce to the tratwct M oontaatptated by chin AWCOI ens far which the Buyurmay be unite. 2,3$yper*aRsXMKiptenbtionsand Warmtim Buyer represenmand watmistoScUorasfollow& (a) Auftdza afT%nsaction_ Buyer has nidi prem and authority to erecata and dei'rvar Otis Agreomem and W pa mm its obiigatious hereunder. This Agraanerd COOSthoteS the valid amt legally binding abiigation ofthe Buyer, eafort:eabla hr accOW4= with its terms. (b) i3ratcm*s Few Bayer does not have OW Gabilk at ~1011 W pay any fens Or commissionstoanybrO1r fmdegahrgeatwhitrtsp0cttotbaiaatasmtionstwmaorpierxtbythisA1rcemaa. 'Oh1 Xt3� ......, W. tr+r amracmuuea to mlocen at (u) any breach of w2rmnt,. M monfulfdlmeataftbetormsnft" A— P»l WMW Sep 02 05 02:51p Waste Management 5034837883 p.2 (c) Buyer's Investigation oftbe Ass is The Buyer hereby mPr scuts and wamutts to Seller that Buyer Is fully swam of the manse and condition of the Assets. Buyer has further conducted to its own swMrlie an Wependatt ttrrestigmiod of We Ass xsand Is nottolyfng upon any ropresout lions made to Buyer by Seller or any of Sauces agents or employers, except those expressly su forth in this Agmement. (d) - "AS IS. WHERE aS"- Except as set forth in Section 2.2 above, the Buyer acknowiadges that the Assets one imine conveyed AS IS, Wf= is" and "WITH ALL FAULTS", and the Seller has net made, end the Seiler hereby axpnusly disclaims and vegads, any reprawafnm or wmrattty, express or Implied, of any load or nature wbntsow , relating to rhe assns. Buyer furtlm acknowledws that liccoses or approvals may be required of Boyer to operate the Assets, and Buyer shag be solely responsible for securing such licenses or approvals to the wrieut Buyer deems ahem aect"My. 2A Purehose Prix 'ice putchmse price to be paid by RWw to Seller for the purchase end sale or the Assts dhall betbe sum of `'y " t payableas follow: (a)ftStan of_. - (the "Dapa W) upon oxersOWOfthis Agreement; and (b) rhe Wmtce in immediately available fiords at the Closing, 25 Van . As a speaiflc condition to Ceasing, on or before Dmaber 1, 2003 (the "Drop Dead Date, the Buyer must have been avranled due Funchiu caahs: as of temdaatton of the Seller's exkft FA%6Iae (December 31, 2005). The dosing of the tranradions emdrmp(ated by this Agreement (due "Closing") shalt occur on December 31, 2005, or such rnher date as the parties may agce to writing (the "(losing Date"); pr[Mdsd, however drat ttds agtemnnnt dwH lonnh me and the parties shatI have no obligations hereunder (except Pursuant D to Sections 4S and 4.10) If the Buyer has not been awarded the Franchise on or be0no the Drop Dead ARTI IZHI INDEMtdITIER 3.1 igdm illcation of>tyer. The Seller covenants and agtens that R win indemnify, defend, protect and hold hmmlen Buyer and los officers, directors, employms, stockholders, agents, tepmse ntoNes and ai8liate96 against, fiem and in raped ofall kwA%6 *lklms, demeges, ZOOM suds, proceedings. demands, awessment% idJuOnents, costs and wtpmsm that ariaefram, aro based on or Wale or offiewise are altribunbieto: (7 the acts or emissions ofSeller before the Closing Date:(n) the FxclwiedLiabilities; grins) any breach of warranty or nonfulStlmeM oftha terms ofthis Agreement 32 jg ijfigtian of the Serer, Buyer mvrdsms and agnea that R will h limlify, deced, protod Ind bold hamlesathe ScRa,Us at'6lWes and thokofHuts, dirodam employees, stoukholdos, agems„ MP=MtWva add atfilislas ngaft4 fiamand m respect *fail losses, elahne, damages, aedmts, softs, p w=dings, donands, 033MOrWs, arj(usunerrts, COO and e>gtedsathat wise froat, am based an or relate or otherwise arc adbutableto (7 tho adsoromissions of Bugtaon or atter the Cfost14Dalk (11)the Assumed Liabilities, or(ili) any breach ofwunwtyorM)UNIMIRI MofdmarmsofthisAgreement 3.3 &"imlffije MntkffwmWam*mandlhdmgn"r�Thempres:fflallom Warmobes ad cantmemalInde®Iticsset forth InthisApccm nwinsurvivorheCle tgforavertedareae(1)year. ARTICLE IV MISCELLANEOUS 4.1 Further-AwrancoL T1te5dkynponrsquatofBuyer fiomamototimesdhrthe Closing Daty agrees to 0=116 such other inswmartsofcnuveymxledlatfuter and will take such other necessary anions as Zd WtlSS:50 sow Z0 'daS : ON Xti:J : WpNA Sep 02 05 02:52p wa. ste Marsagemenu 5034837883 p.3 Buyermay rtasonabiy regWre in ordorto vwt more off tivety In Bik%w ar to put Bayor more fully in possession of, my oftita Assets. 4,2 §ueaeascXandAsg .1LIsAgcemeatshall Vind and imnWthe benefit ofthcparties hereto nndtbdrrespatfivearceassarsand tsssi8os. 43 't'itjXjQqW2a. Ali article orspotionWmorcaptions InthisAgteemcntamfatsomenience aaly, sbail not he deemed part of this A,g actatanAnd hi no Way dt tin limit, extend or descrUdoe scope or intent afany previsianq bareat. SchedatesallwJW henan or relieved to hernia aro meds parts hereof for all purposes. 44 QMMIE ft w. Ttds Av=mpd and the legal relattons between the parties hereto shall be gwwwd by. and coutrued and enfbrcod inaerordmrcewhb,tin sulw4untivolammofthe State afQdW mkw1ow regard to tareowdlit soflawprovisioni1vuea£ 45 This Agteentcatmay beawatedin,wmanberafarigtralorbcaimpe couaterparts, and cacbeowdesportberaotsloiibedccw)cdtobeanoriginal tesnitrnant,bntallsudscou tpatts shall constitutebutoneindrumot. 4.6 ororat, to dre eaapst bU rclaEal in wW waly haai0coastindestLe rrcpnasrmt flanabyor 4.7 SworabiitivofFm-lata". ifmyprovid000fthisAWcoaanishalibeInvalid orunofarcw6lein may respect far Bay reason, Itervorkwsad eolb ceetdlity ofaaysuet provision in any other respect and of the ssmaio tgpravidmofd&Agreemertah mbtinany way impaired. 44 kUMMOM It* 52 la " d 21. 'This Agreemost has been propoed and umuttatieaainconnection tlraearithhow boo carried am by thcjalmeftm ofrheraapecovaemend fbr the Pages. This Agreement ism be wns tired simply and ftly Sad tart strictly toror against say of thaparti s bursa. hereby for say ftwo othertinttiiretrrateri�defattTiofSaikr. bareornitiesLdSdtav i mBubartoi mmlmata fib Agroo tentaoulrein*aDiTsositasltgW&WdamageataStdkrmStxwrdencewbhthtaSaetiantadSeUian 430. 4.10 / gas DmgrgeFs BUYER AND SBLLERNEREBYACKNOWLEDGEANDAGREE THAT.INTHSEVM**TOFBUYERFAILSTOCLOSETHISTRANSAC ION OTHER THAN DUETOA MATERIAL DEFAULT BY SELLER, SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUBTOTHESPEt tALNATUREOFTkMTRANSACTIONOONTEMPLATEDBYTHISAOREEMPNTAND THE SPECIALNATURE OF THENEGO71UTIONS WHICH PRECEDEDTHIS AOREEMENT, BE 1MPRAC ICAL OR M(TRWELY DIFFiCLR,TTO ASCERTAIN. BUYERAND SELLER, ArM DUE NEGOTIATION. HEREBY ACKNOWLEDGE AND AGREETHATTHE AMOUNT OF BUYER'S DEPOSIT REPRESEN 1'S A REASONABLE ESTIMA"18OF THE DAMAGES WHICH SELLER. WILL SUSTAIN IN THE SYMIT OF SUCH FAILURE TO CLOSE BY BUYER. BUYER ANDSEEAM HEREBY AGREE THAT SELLER MAY, IN "CHISEYENTOF FAILURE T'O CLOSE BY StIV IMTERMINATETHi^s AGREEMEt iT BY WRITTEN NOTICETO BUYER AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. SUCH RETEtmoN OFTHBDEFRSrT BYS8i. Amis R+inmmTo CONSTTTtPTE LIQUIDATEDDAMAGES TO SELLER PURSUANT T O SECTIONS 1811,1616 AMD 1617OTTHE CALIFORNIA CIYil. CODE, AND SHALLNOTBEDEEMW.TOCONMTPMAFORFETi'UREORPENALTY WiTNINTHEMEANINGOF SECTION, ALL THIS Lkww WawrniyBill otsdePetatamaFquiptaeat4l OS.doss NOP THE DEPOSITAS LIQUIDATED S AND OBLIGATIONS OF BUYERAND EXCEPT FMANY Wrvot"niri rALITY k SELLER AC;KTIOWLED06'M1AT THEY ;$ep'02 05 02a52p Waste Management 5034337883 p.4 HAYERJ3iAJiOOUNOERSTANDWEPROy 101Sf,JFIM$=IONANOBYTWROWIA" U&A=ATBLY 3M4 W AGRi ,10SEESOUNOSy M TIMAO, IUYJ:$: % J bE iau Rix) � trtl�rd�.Eaoaptaso6�..rHaa�na8saw.alev�usMyAodu�r.a,P!±orwawCl BiJYsu: NORTH ar<+t Jy71tFOltATtON SELIAL. 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