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HomeMy WebLinkAbout01 SOLID WASTE MGMT 05-01-00AGENDA_ Inter-Com DATE: MAY 1, 2000 \~..."~. ,...'.'~'.~.,~] WILLIAM A. HUSTON, CITY MANAGER TO: FROM' PUBLIC WORKS DEPARTMENT SUBJECT: DETERMINATION AS TO WHETHER THE LOW BIDDER FOR THE INTEGRATED SOLID WASTE MANAGEMENT SERVICES CONTRACT IS A RESPONSIBLE BIDDER ,! bidderi Federal Disp0sal ~Services?: ~..i~f'a resol0tion to that o- RECOMMENDATION It is recommended that the City Council: 1) conduct a hearing to determine whether Federal Disposal, Inc of Santa Ana is a responsible bidder; and 2) if the City Council finds they are not a responsible bidder, adopt Resolution 00-28 disqualifying Federal Disposal. for non-responsibility. FISCAL IMPACT There is no fiscal impact with this action. BACKGROUND In 1994, the voters of Tustin approved a City ordinance requiring: "At least every seven (7) years City contracts for the collection and disposal of solid waste and for the collection of recyclable material shall be competitively bid in accordance with California Public Contracts Code Section 20162 et seq." The bid documents provide as follows: C. AWARD "The franchise will be awarded to the lowest responsible bidder as determined by the City... Responsibility will be evaluated as outlined above in B. If the City determines that the bidder is not responsible, the City shall notify the bidder in writing of the reasons for the determination and provide the bidder the riqht to request a hearing before the City Council who's decision shall be final. The City Council may designate a hearing officer or other body to hear the appeal. If a hearing officer or other body conducts the hearing, the officer or body shall make findings of fact and recommend a decision to the City Council." Integrated Solid Waste Management Services May 1,2000 Page 2 In accordance with state law, the bid documents define a responsible bidder as: "A bidder who has demonstrated the attributes of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the work required under the RFB and Franchise Agreement." Bids for the subject project were opened January 18, 2000. Eight (8) bids received and the results are summarized below. Federal Disposal, Inc of Santa Ana was the apparent Iow bidder with a bid of $4,224,300. BID SUMMARY Federal Disposal Services $4,224,300.00 Waste Management of Orange County $4,703,190.00 NORCAL $4,714,030.00 Taormina Industries $4,749,858.00 Solag Disposal $4,866,725.00 NEWCO $5,307,632.88 Ware Disposal $5,562,927.64 EDCO Disposal Corp. $6,696,508.00 · Federal Disposal is a local company based in Santa Ana and has provided various collection and disposal services for 13 years. It is wholly owned by Donald Shubin. Current residential/commercial clients include the U.S. Department of Defense at Vandenberg Air Force Base and Twentynine Palms Marine Corps Base. Major demolition disposal clients include American Demolition, GD Heil and Empire Services. Past Clients include the Department of the Navy with services provided at MCAS El Toro and MCAS Tustin. Federal Disposal has documented satisfactory performance in its government contracting operations. However, Federal Disposal has not provided residential or commercial services in a county or city. All bidders were required to respond to a responsible bidder questionnaire in the bid documents. The questionnaire and Federal Disposal's response are attached as Exhibit A. As a result of Federal Disposal's responses to the responsible bidder's questionnaire, staff, the City Attorney and the City's consultant, Hilton Farnkopf & Hobson (HFH), were compelled to conduct a thorough review of Federal Disposal's bid submittal to determine the responsiveness to the bid specifications and whether Federal is a responsible bidder. The criteria for this bid review, which was.included in the bid documents, is attached as Exhibit B. Staff and HFH analyzed all contract service requirements to determine Federal Disposal's ability to provide the full range of services identified in the Franchise Agreement. In their bid submittal, Federal Disposal identified a site at 1661 E. Palm Avenue in Santa Ana as a "fully permitted, 2.8-acre Operations and Administrative Facility" (see attached Exhibit C). Upon further investigation, staff determined that while the site is fully permitted for the current use, the site could not be utilized for the expanded operations and services required by the City bid documents. On February 7, 2000, HFH sent a letter to Federal Disposal requesting additional information on a Integrated Solid Waste Management Services May 1,2000 Page 3 number of issues related to their bid submittal (attached as Exhibit D). The HFH letter identifies a number of potentially significant service issues. Staff received response to the HFH letter on March 6. Federal Disposal's response was for the most part satisfactory. However, Federal Disposal's need for an operational facility was still considered to be the most relevant and significant outstanding issue. An operations facility is considered to be essential to any solid waste service provider. Tasks performed at these facilities include a wide variety of support functions such as customer service, fleet and equipment storage, fleet and equipment maintenance, contract administration, route coordination and dispatching. In March and early April, staff sent a series of letters (attached as Exhibit E) to Federal Disposal requesting more specific information regarding its plans for an operations facility either in the current location or at an alternate site. On April 10 staff received a reply from 'Federal Disposal dated April 7,2000 and attached as Exhibit F. In the April 7th submittal, a letter from the City of Santa Ana dated April 6, 2000, confirmed the fact that the current site can not be utilized for the purpose stated in the bid submittal. Federal Disposal was provided the opportunity to correct this situation by locating and acquiring the right to use another location which is currently permitted for such a use or could be permitted and brought into conformance by the contract start date. In a letter from Federal Disposal dated March 30, 2000 and attached as Exhibit G, Federal Disposal requested a contract start date "on or later than November 1, 2000." Subsequently, Federal Disposal identified a location and executed a lease for a property in the City of Santa Ana. The lease does not start until August 1, 2000, giving Federal Disposal inadequate time to bring the property into conformance with the overlying zone and any required permits. According to a letter to Mr. Shubin from the City of Santa Ana dated April 5, 2000, the new site is not fully permitted for the desired use and, as such, Federal Disposal would be required to . apply to the City of Santa Ana for a lot line adjustment (lot consolidation) and a conditional use permit. Both are discretionary permits and could be denied. It is estimated by the City of Santa Ana that their process would take a minimum of four months before the discretionary action would be taken by the Santa Ana City Council. Once this process is complete and assuming Federal Disposal obtains the necessary approvals, Federal Disposal would be expected to submit applications to the City of Santa Ana for demolition along with grading and building permits to make the required site improvements. Additionally, Federal Disposal may be required to obtain permits from other regulatory agencies (Cai-OSHA, health, water and air quality) related to site operations and equipment. When that work is completed and approved, Federal would then be required to obtain an occupancy permit in order to utilize the property to conduct its operations. Staff believes that this entire process would extend to at least six months and would require significant and unreasonable delays to the City's implementation of its solid waste services contract. Attached as Exhibit F is a brief report by City of Tustin ,',j Integrated Solid Waste Management Services May 1,2000 Page 4 Community Development Department which reviews Federal Disposal's scope of work and identifies the estimated time required to construct the site improvements and occupy the site. In addition, staff believes that the project cost estimates for the site impro.vements provided by Federal Disposal are Iow and incomplete as several cost items are excluded. The project information also does not factor in costs associated with compliance for other regulatory agencies. Staff has also determined that the financing commitment letter provided to staff expired on April 15, 2000 and that all costs associated with this project were not contemplated in Federal Disposal's bid. : Staff believes that it i's unreasonable to expect the citizens and businesses of Tustin to continue to pay a higher trash rate to the current hauler to maintain the current contract for an indefinite time period to accommodate the needs of Federal Disposal. A delay in the contract start date from July 1 to October 1, will cost residential and commercial customers approximately $600,000. Additionally, implementing the contract as soon as possible will demonstrate a good faith effort to the California Integrated Waste Management Board to comply with the AB-939 Year 2000 50% diversion requirement. Based on the consultant report attached as Exhibit I and the foregoing review of Federal Disposal's bid, supplemental information provided by the bidder and personal interviews, staff has determined that Federal Disposal is not a responsible bidder for the following reasons: , Federal Disposal submitted information of a material nature which misrepresented its ability to utilize its operations facility as a base of operations and the permit status of the Company's operations facility as it relates to the services required by the City's bid documents. This misrepresentation brought into question the fundamental ability of Federal Disposal to provide uninterrupted service from the start date of the contract. (See introductory letter in Federal Disposal bid submittal Exhibit C, and page 34 of bid submittal attached as Exhibit J) , When given an opportunity to provide additional information regarding their operations facility, Federal Disposal did not provide complete or adequate information or assurances. (See City Staff letters attached as Exhibit E and April 7, 2000 response from Federal Disposal, attached as Exhibit F) , Federal Disposal does not now and will 'not possess or have access to an adequate and functioning or fully permitted operations facility in order to service the City by the date required 'in the request for bid document July 1, 2000, or in the event of an extension of the existing contract, by October 1, 2000. (See Federal Disposal response packet dated April 7, 2000 and attached as Exhibit F.) Integrated Solid Waste Management Services May 1,2000 Page 5 . The City's bid document allows postponements to the start date of the contract from July 1, 2000 to October 1, 2000 only for the purpose of procuring equipment, not for land acquisition and development. In any event, Federal Disposal will not be able and ready to provide all required services for either start date. (See page 4 of City Request for Bid document attached as Exhibit K). The bid documents require the City to notify the Iow bidder in writing of its determination of non-responsibility and the reasons therefor. On April 21, 2000, City staff sent the letter attached as Exhibit G to Federal Disposal. In accordance with the bid documents, Federal Disposal haS the right to a hearing on this issue before the City Council. Staff requests that the City Council conduct the hearing. After accepting testimony from staff, the City's consultant, representatives from Federal Disposal and other interested parties, staff requests the City Council issue a determination as to the responsibility of the Iow bidder. Only then can the City Council proceed to award the contract consistent with their findings. If the City Council finds Federal Disposal not responsible, it should adopt the attached resolution. On the other hand, if the City Council finds that Federal Disposal is responsible, it shall award the Franchise Agreement to Federal Disposal. Joe M~ Senior Management Analyst Public Works Department Attachments: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Federal Disposal Responses to Responsible Bidder Questionnaire Bid Evaluation Criteda Federal Disposal Bid Submittal Letter HFH Letter to Federal Disposal dated February 7, 2000 City Letters to Federal Disposal Federal Disposal Response dated April 7, 2000 Letter from Federal Disposal dated March 30, 2000 Memorandum from Tustin CDD dated April 21, 2000 Consultant Report Page 34 of Federal Disposal Bid Submittal Page 4 of City Request for Bid Document 5 6 7 '_.,3 ~5 ~$ 25 2'., o~.~ 25 27 23 RESOLUTION NO. 00-28 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN FINDING FEDERAL DISPOSAL NOT TO BE A RESPONSIBLE BIDDER WHEREAS, the City advertised for bids for a Franchise Agreement for Integrated Solid Waste Management Services on May 1, 2000; and WHEREAS, Federal Disposal, among others, submitted a bid that was determined to be the lowest bid; and WHEREAS, the contract provides that the bid shall be awarded to the lowest responsible bidder; and WHEREAS, a respOnsible bidder is a bidder who has demonstrated the attributes of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the work required under the RFB and Franchise Agreement. WHEREAS, the City has investigated the bid submitted by Federal Disposal, has given Federal Disposal written notice of its staff's recommendation for a finding of non-responsibility, and has held a hearing on May 1, 2000, to receive responses and evidence from Federal Disposal. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, based on all the evidence submitted in the staff report and presented at the hearing, finds, determines and orders as follows: A. Federal Disposal is not a responsible bidder for the following reasons: . Federal Disposal submitted information of a material nature which misrepresented its ability to utilize its operations facility as a base of operations and the permit status of the Company's operations facility as it relates to the services required by the City's bid documents. This misrepresentation brought into question the fundamental ability of Federal Disposal to provide uninterrupted service from the start date of the contract. (See introductory letter in Federal Disposal bid submittal and page 34 of bid submittal) . When given an opportunity to provide additional information regarding their operations facility, Federal Disposal did 'not provide complete or adequate information or assurances. (See City Staff letters attached as Exhibit E and April 7, 2000 response from Federal Disposal attached as Exhibit F). ]2 i5 !o 20 2~ 2~ 27 t ! ; . Federal Disposal does not now and will not possess or have access to an adequate and functioning or fully permitted operations facility in order to service the City by the date required in the request for bid document July 1, 2000, or in the event of an extension of the existing contract, by October 1, 2000. (See Federal Disposal response packet dated April 7, 2000.) 4. The City's bid document allows postponements to the start date of the contract from July 1, 2000 to October 1, 2000 only for the purpose of procuring equipment, not for land acquisition and development. In any event, Federal Disposal will not be able and ready to provide all required services for either start date. (See page 4 of City Request for Bid document.) B. Federal Disposal is hereby disqualified from receiving the award of the Franchise Agreement. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin on the first day of May, 2000. ;Jeffery M. Thomas, Mayor ATTEST: Pamela StOker City Clerk EXHIBIT A FEDERAL DISPOSAL RESPONSES TO RESPONSIBLE BIDDER QUESTIONNAIRE ATTACHMENT 6 RESPON$IBLI~ BIDDER INFORMATION L'~ order to be eLi~'gible to bid for the City's Integrated Solid Waste Management Services Agreement potential bidders must provide all of the information described below. Please c?Leck the appropriate response to each item below, and attach documentation to this form supporting each response (e.g. names of agencies, population, dates of service, description of services' provided, name of contact person at the agency and telephone number), and where the answer is "No", please provide detailed information about your experience providing the ser¢ice. · Requirement Yes NO 1. The bidder has previously provided exclusive residential refuse collection se:vices to at least one public agency with a service area X population of at least 30,000 in the past ten years. 9 i . o The bidder has previously provided exclusive commerdal refuse collection services to at least one public agency with a service area population of at least 30,000 in the past ten years. o The bidder has previously provided fully automated residential re.a.me coHec2on services (either refuse, recycling or yardwaste) to at Las ~ one dry. or count-v in the past ten years. The bidder has previOusly provided yardwaste collection services to at least one dry or county in the past ten years. ~-he bidder has previouslY provided recycling collection services to at least one dry or county, in the past ten years. The bidder has previously initiated new exclusive residential and commerdal service in at least dty or county as part of a transition from a previous service provider. The annual revenues from the Tustin Contract (estimated at approximately 55 million per year at current rates) wi.I/be less than 33% of the bidder's existing annual revenue as reported for its most recently completed fiscal year. I have ar~c~hed all supporting data required to ext?.lain the responses in this form. Failure to complete and submit this form will deem the proposer's bid non-responsive. D~emOer 7, ~ ~.o~ 6-1 C,~/ oi T~ EXHIBIT B BID EVALUATION CRITERIA To determine whether the bid is responsive to the RFB and Franchise Agreement, the bids will be evaluated based on criteria in "A" below. To determine whether the bidder is responsible, the bids will be evaluated based on the criteria in "B' below. A. RESPONSIVENESS Completeness of the Bid · Completion and submittal of all bid forms and information required in Section IV. Extent and nature of exceptions (exceptions to material terms and conditions are non- responsive; no exceptions to the Franchise Agreement are permiset). ~ESFONS;EILITY Responsible bidder means a bidder who has demonstrated'the attributes of trustworthiness, as ,,ve:.'i as qualiD', fimess, capacit-f, and experience to satisfactorily perform the work required under the RYE and Franc~se Agreement. The City will look at the following: Bzaaer'$ l:xpe, ,e,z._ G.anera! Experience - Demon.st-rated experience providing Similar sen-ices, includLng diversion ?rc. sran,s, to ^.4.~, jurisdictions. Experience of kev personnel. . _______Tuf~d~cfienq "r " _ans.acnon - Satisfaction of bidder references with services rece,.vee, including ~ut not limited to, implementation, customer services, billing, payment of fees, and reporting. Public Education - Bidder's public education experience and demonswated approaches to achieving the AB 939 diversion goals. Technical Qualifications Implementation Plan - Reasonableness of implementation schedule and ability to meet deadlines (i.e., equipment procurement schedules, personnel available, and notice to customers). Operations - Reasonableness of assumptions (e.g., number of routes). _'M-, ~e. ~al Processing and Marketing - Realistic plan and g'uaranteed capacity for recvclable n:..ate.rial processing, and yard waste processing. Fina;~cing Ability FLna.ncing - Evidence that financing requirements will be fulfilled. Financial Stabilitv- Comparison of additional revenue from contract to company's current revenue st-ream. 'Liquidity of bidder based on its ratio of liabilities to assets. Demonstrated ability of bidder to obtain adequate insurance. D,="",',.~'". 7, l ooo Page 18 City of Tustin w, C, AWARD The franchise will be awarded to the lowest responsible bidder as determined bY the Cih,,. Non- responsive bids will be disqualified. The lowest bid v~-itl be based on the to!,al ra'te revenue calculated on Row 22 in Attachment 3 as "Total Projected Annual Billings. Responsibility ~.'ill be evaluated as outlined above in B. If the City determines that a bidder is not responsible, the Ciqz shall notify the bidder in writing of the reasons for the deter~'rfination and provide the bidder with the right to request a hearing before the Cib- Council who's decision shall be final. The Cit?- Council may designate a hearing officer or other ]vody to hear ~f. ne appeal. If a hearing officer or other body conducts the hearing, the officer or body shall make findings of fact and recommend a decision to the City Council. December 7, 1999 Page 19 City oJ Tustin EXHIBIT C FEDERAL DISPOSAL BID SUBMITTAL LETTER '-9 t! FEDERAL DISPOSAL SERVICE January 18, 2000 CITY CLERK CITY OF TUSTIN 300 Centennial Way Tustin, California 92780 RE: BID FOR INTEGRATED SOLID WASTE MANAGEMENT SERVICES Federal Disposal Service (FDS) is thankful for the opportunity to compete for the City of Tustin Integrated Solid Waste Management Service Franchise Agreement. As the City is aware, Federal Disposal Service has been a waste hauler in Tustin since 1987. From 1987 to this past year Federal Disposal Service performed Solid Waste Collection, Disposal, and Recycling Services at the Marine Corp~ Air Station, Tustin. There have been major changes in the Orange County economic structure since 1987. For example, the County went through bankruptcy, and the Tustin Marine Corps Air Station closed. Considerable changes have occurred and are still occurring in the Waste Industry.. Reacting positively to the marketplace, Fe~leral Disposal Service has continued to profitably gow. We are in another record sales year with a 40% increase over the last two years. We occupy a newly renovated, fully permitted, 2.8-acre Operations and Administrative Facility located at 1st Street & the 5 Freeway. We now operate a fleet of over 18 collectiOn vehicles. Our strength is founded on a fully developed management team, customer loyalty, honesty, and hard work. We look forward to the Bid process and the opportunity to compete for the City of Tustin Integrated Solid Waste Management Service Franchise. Donald ~ President P.O. Box 118 · santa ,~na, CA 92702 (800) 635-2054 · (714) 542-7701 · (714) 542-8435 FAX EXHIBIT D HFH LETTER TO FEDERAL DISPOSAL DATED FEBRUARY 7, 2000 HILTON FAE:':KOPF & Hf,~BSON. LLC .X, jv:,:,?: 5,_'.'-..:,_- : · ~ '--_'__~ M,~r:l~_i.r.il ?.'.:.:. -- Ne'.~'por: February 7, 2000 Mr. Donald Shubin President Federal Disposal Service P.O. Box 118 Santa Aha, California 92702 Bid for Integrated Solid Waste Management Services Dear Mr. Shubir.: ! v.:ouid like to thank Federal Disposal Service ("Federal") for participating in the City of Tustin's ("City"). Request for Bids for Integrated Solid Waste Management S. ervices. Sever?.! questions arose durhng the preliminary review of Federal's bid. The following Lnformation was omitted and must be provided or requires clarification: I. Tke letters provided by the financing institutions are not commitments. The teser~'onlv~ndicate a ~'viiling-ness to consider an application for financing. Please '1 F, rovide guaran~eea commitment letters from the financial institutions to provide financing. Please demonstrate Federal's insurability as required by the RFB by providing a commitment letter from the insurance company stating the amount of coverage to be provided and the cost of the policy, or insurance certificates documenting existing coverage at required amounts. Insurance requirements are identified in Section 9.-_" of the con~act. No information was =rovided in Federal's bid regarding Federal's public education experience- Please submit examples of Federal's public education experience and previously used approaches to achieving the AB 939 diversion goals. Such examples shSuld include brochures and other mailers, videos, and corrective action notices, and descriptions of education programs and materials developed to meet recycling goals. . Please submit a report of the pro,ams and methods Federal' intends to use to C~'~ attain the AB. ~9 requirement of 50% diversion. · ~cvCle~ ~ D:~Der ~'-'~ HILTON FA?,?;KOPF & HOk~-7;.w LLC ./ Mr. Donald Shubin Febraary 7, 2000 Page2 . . What is Federal's projected annual revenue from current customers? What customers does Federal currently serve, other than milita3: installations? May we have a list of references from existing customers? This contract will 'approximately double Federal's existing annual revenues. How does Federal anfici?ate hand!Lng such an immediate and subs,=~aal increase in company.~ize? There appears to be some inconsistencies regarding dates for the im?lementation of services at Vandenburz Air Force Base. · Federa!'s bid listed !956 as the year Federal initiated automated re~ase collection; · Federal's bid listed !955 at the,_~z--~ year Federal was render contract to work for . A representative from Vandenbmrg stated tlnat her reconec~on was automated re~se coEecMon was initiated by a differen2 hauler in 1996, although she was not certain. Flease confide--m, if and when Federal implemented automated refuse, recycling, and greenwaste service at Vandenburg. . . Has Federal ever initiated a new automated collection program in a community that previously had manual service, including cart distribution and development of. new routes? Please provide details. Please confi:_-n the truck manufacturer. As Federal's bid stated that .~mrep is not offering the best vehicle' delivery sdnedule right now, what company will Federal use to assure deliveu~ of vehicles in order to initiate service by October 1, 2000? 10. What lead time do you require to order, take delivery of, and distribute residential carts and commercial bins in order to start service by October 1, 2000? 11. The franchise agreement says that gaffiti must be removed from bins within 24 hours of request. Federal states it will replace unsightly and damaged containers within 3 w~rking days. Please confirm that Federal will 'remove graffiti within 24 hours of request. -- Mr. Donald Shubin February 7, 2000 Page 3 12. Please provide a copy of Federal's use permit for the operating facility at 1661 E. Palm Street, Santa Ana. 13. Administrative questions and documentation requests: a) Who will be designated as the City's liaison for all customer services issues? b) Who will provide support to prepare AB939 reports to the State? c) Has anyone on your staff ever prepared an AB939 report? If yes, please provide copies of the most recent report(s) submitted to the State on behalf of reporting jurisdictions. d) Provide recent e,'.:zm?ies of monthly activity reports submitted to contracting ~gencies. 14. Customer service questions and documentation requests: " ex=m? ~_ a~ Please provi.Se ~ ,~=~ of residential and commercial service bills that you have issued. b) What is your plan to provide customer billing? c) How will ozstomers access your office ~ person for bill payments? d) ~at is your current customer service system? e) How do you plan to provide telephone customer service? 15. Please provide the following safety related documentation: a) a list of ve?kicular accidents where any injury occurred in the past year; b) a copy of the CHP's bi-annual terminal inspection report; c) a cop,; of your driver ~aining program; and, d) a copy of you alcohol and drug testing policy. The financial statements your company submitted are incomplete. The financial statements do not include a cash flow statement, footnotes and disclosures in accordance wi~ Generally Accepted Accounting Principles, as described on page 16 of the Request for Bids. Please submit complete financial statements prior to March 6, 2000. If the City determines that all other requirements of the bid specifications are met, Federal will also be expected to provide audited or reviewed financial statements. ~ecyc,e~ ~.~ DaDet HILTON FAE;C}.'OPF & HOBSON LLC Mr. Donald Shubfn ' February 7, 2000 Pa~e4 Please provide the additional information to me in writing by March 6, 2000, with a. copy to Joe Meyers at the City of Tustin. If you have any questions regarding this request, pl.ease ca!l me at 949/251-8902. Thank you for your assistance. Ve:-v truly yours, Laith Ezzet, CMC Vice President CC: William ~=',-,~+-,n City Manager, City of Tustin Lois JeEres', Ci%' Attorney Tim Se,:e.-., City of Tustin Joe Mevo-=, City of Tustin EXHIBIT E CITY LETTERS TO FEDERAL DISPOSAL Pubii: Works / Enaineerina Ivlarch 15, 2000 Federal Disposal Se,vice Donald Shubin PO Box 118 Santa Aha, CA 92702 City of Tustin 30.3 Centennial Way Tustin, CA 9278.3 (714) 573-3i50 FAX (714) 734-8991 Request for Information Related to Bid Submittal . Dear Ivlr. Shubin: The City of Tustin Request for Bid document required you to identify the operating facilities that you intend to utilize to perform the required services, in reviewing your bid pro.~osal; the City desires some assurance that the site that you identified is appropriate an~ lega! for the anticipated use Please provide the following information no later than March 27t~: !. Provide a ieEer from the City of Santa Ana verifying that the current and proposed uses are legal, if corrective action is necessary, please have the City- identi~ the specific action or process nece. ssary to obtain compliance. 2.. Verify the identity of the property owner. Your bid indicated that you and your partners owned the site. However, the Ci~ of Santa Aha has provided documentation, related to your occupancy permit indicating that the owners are · either you or The Santa Ana Cannery, LLC. · 3. If you are not the property owner, please provide a letter from the prope,~y owner indicating agreement with the proposed use of the property and that the use is consistent with the terms of your lease agreement. tf you have any o ,ues,lons, please contact me at (714)573-3173. Sincerely, Senior Management Analyst Public Works Depar"d'nent Tim D. Serlet, Public Works Director Lois Jeffrey, City Attorney Laith Fz?et, Vice President, Hilton, Farnkopf & Hobson S:\Waste\Contract Bid Process\Shubin property info request.doc Public Works / Engineering March-30, 2000 Federal Disposal Se~ice Donaid Shubin PO Bcx 118 Santa Aha, CA 92702 Subject: Request for Information Related to Bid Submittal Deaf '" ~..4,. Shubin: City of Tustin 300 Centennial Way Tustin, CA 92780 (714) 573-3150 FAX (714) 734-8991 The Cit-y of Tusti.", Request for Bid document required you to identify the operating facilities that you intend to utilize to perform the required services. The City desires some assurance that the site that you identified is appropriate and permitted for the ,nti:i.:ated use. The City sent correspondence to you dated March 15, 2000 requesting the following info~mstion by March 27, 2000: i · Provide a ieber from the City of Santa Ana verif-yina that the current and .:ro~osed uses are permitted. If corrective action is necessary, please have the City identify the specific action or process necessary to 6btain compliance. . Verify the identity of the DroDertv owner. Your bid indicated that you and your partners owned the site. However, the City of .Santa Aha has provided documentation related to your occupancy permit indicating that the owners are either you or The Santa Aha Cannery, LLC. 3. if you are not the property owner, please provide a letter from the property owner indicatina aareement with the pro:)osed use of the property and that the use is consistent with the terms of your lease aqreement. The City--has not received-yoUr response to this request and 'again requests your. immediate attentioh to this matter. The Ci~ is also requiring the same information regarding any other facilitieS which you intend to utiiize for the in order to service the City of Tustin. In addition to providing the information identified above, the City also requires a cody of the lease aareement for each property that you intend to utilize for your operations. S:\\~.~.s,_.Contrac, Bid Process\Shubin property info request #2.doc In orde: to proceed with contract award, the City re.:uires your f,:i: response no later than 5:00 p.m., Thursday, April 13, 2000. If you have any questions, please contact me'st (714)573-3173. Sincere!y, Senior Management Analyst Public Works DepaP, ment Wiiliam A. Huston, City Manager Tim D. Seflet, Public Works Director Lois. Jeffre:y, City Attorney Lsith Ezzet, Vice President, Hilton, Farnkopf & Hobson S:\Waste\Contract Bid Process\Shubin property info request #2.do¢ Public Works / Engineering April 3, 2000 Federal Disposal Se~ice Donald Shubin PO Box 118 Santa Ana, CA 92702 Ci ty of Tustin 300 Centennial Way Tustin, CA 92780 (714) 573-3150 FAX (714) 734-8991 Subje..,. Clarification of Request for Information Related to Bid Submittal Dear Mr. Shubin' The City has received your response to my le:~er to you dated March 15, 2000. However, your response to that letter is not complete and the City requires that you provide the following information, l-also wish to clari~ our information requirements regarding any additional properties that you wish to utiiize for both. your current business and si! operations associated with the C!ty of Tustin franchise: I. Frovide a le.tter or other reliable documentation from the City of Santa Ana verifvina that the Drooosed use of 1661 E. Palm Avenue 'for the solid waste ooerations reauired bid is authorized and that all Dermit~ have been obtained if corrective; ministerial or discretionary action is necessary to permit .you to conduct business, 'please have the City identify the specific action or process necessary to obtain compliance, along with the approximate timeframe required for completion. · ~,. 2. Provide a letter or other reliable documentation from the aD~)roDriate land use . authority verifying that the proposed uses for the solid waste operatiOns reauired bv the bid or for any other site that you intend to utilize for any of your operations. is authorized and that all permits have been Obtained if corrective, ministerial or discretionary action is necessary, please hay?the agency identify the .specific action Or process necessary to. obtain comFtiance, along 'with the approximate timeframe required for completion. : if you are not the property owner of any-si{e which you intend to utilize for any of your existina or proposed operations, please provide a cody of your leaseCs) or · rental aareement(s) and a letter(s) from the ~)ropertv owner(s) indicatinq a.qreement with the proposed use of the property and that the use is consistent with the terms of your lease aqreement. S:\Waste\Contract Bid Process\Shubin property info request #3.doc z.. :or any othe" site t,~-*,=~ YOU DrODO~e,.. '"'~.u use..~,ea~=' desc. r:.be what im.~roveme~'+~ .. t i ,-' '.--' i . are needed to facilitate your use ,of the site. Please idenaw the location of your customer service office as reouired in the franchise aareement and indicate compliance with access reauirements associated with the Americans with Disabilities Act. In order to proceed with contract award, the City requires your full response no later than 5:00 p.m., Thursday, April 13, 2000. .If you have any questions, please contact me at (714)573-3173. Sincerely,. ~5,be Meyers Senior Management Analyst Public Works Der_,artment V~aliiam A. Huston, City Manager Tim ,m ~- _. ,.,ur, u,, Public Works Director Lois Jeffrey, City ..-,,,..,,, ,ey L=-",th Ezzet, Vir. e Fr~_,~_nt, Hilton, Farnkopf & Hc~.s.~n S:\Waste\Contract Bid Process\Shubin property info request .¢3.doc Public Works / Engineering VIA U.S. MAIL AND MESSENGER April 21, 2000 City of Tustin 300 Centennial Way Tustin, CA 92780 (714) 573-3150 FAX (714) 734-8991 Donald Shubin Federal Disposal Service P.O. Box 118 Santa Aha, CA 92702 Donald Shubin Federal Disposal Service 1661 E. Palm Street Santa Aha, CA 92702 Sub.i="t NOTICE OF PROPOSED DETERMINATION OF NON-RESPONSIBILITY/HEARING BEFORE CITY COUNCIL, MAY 1, 2000, 7:00 P.M. 300 CENTENNIAL WAY, TUSTIN, CALIFORNIA Dear Mr. Shubin The City of Tustin staff has completed its review of the bid submittal by Federal Disposal Service for the City of Tustin Franchise Agreement for Integrated Solid Waste Management Services. This letter serves as formal notice of staff's recommendation to the City Council, on May 1, 2000, that Federal Disposal be found to be a non- responsible bidder based on RFB Bid Evaluation criteria attached as Exhibit A, and that Federal Disposal should not be awarded the contract. This recommendation is based on staff's review of Federal Disposal's bid, supplemental information provided by the bidder, personal interviews, and the opinions of experienced City staff members and consultants (See preliminary draft of consultant report attached as Exhibit B.). Staff has determined that Federal Disposal is not a responsible bidder for the follbwing reasons: , Federal Disposal submitted information of material nature which misrepresented its ability to utilize its operations facility as a base of operations and the permit status of the Company's operations facility as it relates to the services required by the City's bid documents. This misrepresentation brought into question the fundamental ability of Federal Disposal to provide uninterrupted service from the start date of the contract. (See introductory letter in Federal Disposal bid submittal and page 34 of bid submittal) 2. When given an opportunity to provide additional information regarding their operations facility, Federal Disposal did not provide complete or adequate information or assurances. (See City Staff letters attached as Exhibit C and April 7, 2000 response packet from Federal Disposal.) , Federal Disposal does not now and. will not possess or have access to an adequate and functioning or fully permitted operation's facility in order to service the City by the date required in the request for bid document July 1, 2000, or in the event of an extension of the existing contract, by October 1, 2000. (See Federal Disposal response packet dated April 7, 2000.) . The City's bid document contemplates postponements to the start date of the contract from July 1, 2000 to October 1, 2000 only for the purpose of procuring equipment, not for land acquisition and development. In any event, Federal Disposal will not be able and ready to provide all required services for either start date. (See page 4 of City Request for Bid document.) The bid documents require the City to notify the Iow bidder in writing of its determination of non-responsibility and the reasons therefor. In accordance with the bid documents, Federal Disposal has the right to a hearing on this issue before the City Council. Staff has requested that the City Council conduct the hearing on May 1, 2000 at 7:00 p.m. The meeting will occur at the City of Tustin City Council Chambers at 300 Centennial Way. After accepting testimony from staff, the City's consultant, representatives from Federal Disposal and other interested parties, staff will request the City Council to issue a determination as to the responsibility of the Iow bidder. Only then can the City Council proceed to award the contract consistent with their findings. If the Council finds Federal Disposal not responsible, staff proposes that the City Council adopt a resolution to that effect. On the other hand, if the Council finds that Federal Disposal is responsible, it shall award the Franchise Agreement to Federal Disposal. If you have any questions regarding this matter, please contact the City Attorney, Lois Jeffrey at 714-564-2607. Tim D. Serlet Public Works Director William A. Huston, City Manager Lois Jeffrey, City Attomey Joe Meyers, Sr. Mgmt Analyst, Public Works A~=.., ,me, Exhibit A Exhibit '" Exhibit C Exhibit D Bid Evaluation Criteria Preiiminary Draft of Consultant Report Ci~/Le~ers to Federal Disposal Federal Disposal Response to City Letters EXHIBIT F FEDERAL DISPOSAL RESPONSE DATED APRIL 7, 2000 Federal Disposal Service Shubin Services, Inc. J April 7, 2000 Mr. Joseph Meyers Senior Management Analyst Public Works Department City of Tustin 300 Centennial Way Tustin, California 92780 Subject: Response to Request for Information Related to Operating Facilities for the Integrated Solid Waste Management Franchise, City of Tustin Dear Mr. Meyers, This letter and supporting-documents are submitted in response to a request for information from the City of Tustin dated April 3, 2000. We provide herein information to questions about the proposed Operating Facility of Federal Disposal Service. Question 1' Authorized and Permitted use at 1661 E. Palm Street In a letter dated April 6, 2000, the City of Santa Ana verifies the current permitted use at 1661 E. Palm Street. We feeI the site is technically capable of accommodating existing levels of actMty along with those posed by the City of Tustin Franchise. However, due to a concern over the intensification of use, Federal Disposal Service has agreed to develop refuse collection operations at an alternate location in Santa Ana. Question 2: Alternate Site: 1430 and 1502 Poinsettia (Penn) Street Federal Disposal Service has leased a lot in the M-2 area of the City of Santa Ana for development of refuse collection operations. Attached is a cOpy of a City of Santa Ana letter ar>proving our use at the site and listing action neces~ for the occupancy. Question 3' -I.~nse and letter from owner of 1430 and 1502 Poinsettia Attached please find an executed copy of the lease for the Poinsettia site with Richard Katnik. A copy of a letter from Attorney Norm Katnik is herein provided that provides the assurance that our use is consistent with the terms of the lease. ('714) 542-7701 ~ (714) 542-.8435 Fax P.O. Box 118 Santa Arm. CA. 92702 1661 E. Palm St Santa Arm, CA. 92701 o. :':*_. ,, .... · -. o o Question 4: Improvements at 1430 and 1502 Poinsettia Improvements required for the Poinsettia site are addressed in the attached letter from Architect Bert Elliot. Included for your review are a copy of our preliminary Improvement Budget and a copy of a GE Capital offer to finance improvements at the site. Question 5: Customer Service for City of Tusfin. The Federal Disposal Service Customer Service location for the City of Tusfin Franchise will remain at 1661 E. Palm Street. Access requirements are addressed in the Architects letter. Thank you for your consideration of the aforementioned. If the City of Tusfin has any questions not fully answered herein, please let me know. I have plans to be out of the office the week of April 10th and return on April 17. Sincerely, Dongld Shubin President c. Laith Ezzet, Hilton, Famltopf & Hob.son Lois Jeffaey, City Anorney Attachment MLguel A. Pui~do ·" MAYOR PRO TEM Thomas F. Lutz . C.r~JNCIL MEMBERS Lisa Bist Alberta D. Christy i Bretl Franklin J '":'": Palricia A. MoGul§an i! ' Ted R Moreno t i 'i . CITY OF SANTA ANA PLANNING & BUILDING AGENCY 20 (~ivic Center Plaza (M-20) P.O. BOX 1988 - Santa Aha, California 92702 Fax (714) 973-1461 C:T ." MANAGER Da,,,id IN. Ream C;Tv AT";', OR N E',' Joseph ~V. Fietcher CLERK OF THE Cg..;NCIL Pat.cia E. Heaty April 6, 2000 Mr. Donald Shubin Federal Disposal Service !~6! East Palm Street Santa ~ma, CA 92701 RE: LAND USE INFORMATION FOR TI{E PROPERTY LOCATED AT 1661 EAST PALM STREET Dear Mr. Shubin: ~_~.~__ _~e5ter is in response to your written recruesc, co the Planning Division conce_~ning land use information for the property ac the above referenced location. The subject property is located in the Light industrial (MI) zoning .district (see enclosure) and has a General Plan land use designation of LOw Density Residential (LR-7), which allows seven dwelling units per acre. As a result, the existing vehicle s5orage and the accOmpanying manufacturing uses are permitted within the Mi zoning district but are inconsistent with the residential General Plan designation of Low Density Residential. These uses may continue until such time as the building or Parcel is vacant for more than 12 consecutive months. Further, the proposed use is considered an intensification of the above-approved uses and would require several discretionary actions, which must be reviewed and approved by the Planning Commission and City Council. These actions would include amending the General Plan from Low Density Residential to industrial and the zoning designation from Light industrial (MI) ~o Heavy Industrial (M2). Mr. Donald Shubin 1661 East Palm Street April 6, 2000 Page 2 of 2 Based upon a review of our files, there are no discretionary actions for this property; however, permits were issued on May !0, 1999, for site and building fagade improvements. Further, additional parking would be required for any proposed use for this site. Should you re?uire any additional information, please contact me at (714) 667-2793 at your convenience. Sincerely, Bob St. Paul Associate Plarm. er BSP: C~. zcn~ngie--'-ers \I ~6 ~Pa!m2 Enclosure Attachment MAYOR . Mi§uel -X. ;'ui,do MAYOR PRO TEM Thomas E. Lu~z ' COUNCIL MEMBERS Lisa' Bis: i -- Alberta D. Christy " ' Brett Franklin i'] ._ Patricia A. McGuigan Ted R Moreno -. · . · o .-,: '7. ! '- · . . · . . . · .-. _ . .-. ! . . . '.~ . :: .., . . CITY OF SANTA ANA PLANNING & BUILDING AGENCY 20 Civic Center Plaza (M-20) P.O. BOX 1988 · Santa ^ga, California 92702 Fax I714) 973-1461 CI~Y ..... David N. Ream CITY ATTORNEY Joseph W. Fielcher CLERK OF THE COUNCIL Patricia E. Heal,,,, April 5, 2000 . Mr. Donald Shubin Federal Disposal Service 1561 East Palm Street Santa Aha, CA 92701 RE: VERIFICATION OF ZONING COMPLIANCE FOR THE PROPERTIES LOCATED AT 1430 AND 1502 NORT}{ POINSETTIA STREET Dear Mr. Shubin: This letter is in' response to your written re.?aest to the Planning Division concerning 5he zoning and General Plan designation for the properties at the above referenced ~ocations. The subject properties are located in the Heavy industrial zoning district and have a General Plan land use designation of industrial (IND), which allows a ~loor area ratio (FAR) o~ 0.45. Enclosed are Sections 41-471 through 41-481 and Sections 41-489 and 41-489.5 of the Santa Aha Municipal Code (S.~MC) listing the regulations and uses permitted in the Light Industrial (MI) and Hea~7' Industrial (M2) zones. As a ~=~, the existing buildings are considered legal within the M2 zoning district and m~y continue, unless all the buildings have been vacant for more than 12 consecutive months.' Additionally, the City identifies these parcels as I-5 remnants, and staff has evaluated them to de5e_~mine the viability of each marcel. Parcel recommendations reflect the City's objectives as 5hey relate to land re-use and parcel consolidations. The City recommends that the above-mentioned parcels be consolidated and Mr. Donald Shubin 1430 and 1502 Norsh Poinsettia Street April 5, 2000 Page 2 of 2 conform to current development standards (see enclosures ) . Likewise, the proposed maintenance and repair of vehicles is a permitted use in this zone; however, the property is required to comply with the Design and Development standards of the City's Auto Service and Repair Standards (see enclosures). Further, a ion line adjustment is required necessitating a formal review process. The duration of this process including the lot line adjustment process is approximately 10 weeks (see enclosures) . Additionally, pursuant to Section 41-625 SAMC, a conditional use permin is re~aired and must be approved prior to installation of an aboveground sank'exceeding 60 gallons (see enclosure). This is aDDroximate!y a three-month ~rocess Pursuant to 5he enclosed Secm~on 41-682 SAMC, a nonconforming building damaged by nanural causes or partially destroyed by fire may be ressored, provided the ccs~ of the restoration, does not exceed the fair market value of the bui]-ding przor to the date of the damage, in the repair of the building, there shall be no enlargemen5 of ~he tonal floor area or change of the roof!ine. Under these conditions, the Planning Division would support the restoration of any damaged building(s) on the above referenced address. Should you require any additional information, please telephone me a~ (714) 667-2793 at your convenience. Sincerely, Bob St. Paul . Associate Plarm. er MCM: CM ..'._0\.4~0 & 1502 :;~r-.h Po~nse~tla =~-m\gen'l ' ~ ' ~ ~ Enclosures 17th Street Washington I-5 RE¥_NANT P~_RCEL£ Parcel 1 Address: 1502 N. Poinsettia Street CalTrans No.: 73083-01-01 Assessor Parcel No.: 3 9 8 - ! 4 2 - 2 3 USE RECOMMENDATION: Continue industrial. REQUIRED DISCRETIONARY ACTIONS: None Other Action(s): Consolidate the following parcels into one buildable and conforming parcel: Parcel 1 with 1430 N. Poinsettia Street. Existing Conditions (Parcel 1): Zoning: M-1 General Plan Designation: Redevelopment Area: Inter-city Prior Use: Lot Size: 24,853 s.f. Parcel Constraints: a) Access b) easement IND-0.4 IND 57 Attachment _" ,'~ ; "'. ~ ,; ~.~ ~ ~ ,,-,- .'~ =_-....', ,..-, ' u~,~,,..,,.-_ ........... ~, I ..... "-ct k\~'"~.', ~ .... ,., ' - ~ -- ".'- ~ '77~ ,'": .c . ,," -, ,~.~ # I£~ I "-'~,~.1 , _ i ! . , , ,,,~ --!," . .-' ,.. i 1,-...,- .... - , '--'-- ....... , ~-" -- L. '" I I . i - >. I~ i ,,,,: ~ ~'i~ ~. -' , ~ .... , urc'n.,.,,~ . 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'.~=-- ,-.-..-'...::.' :....: ':,'.:..': ::.::?:.'.':i'::.'.'.:':.:.::." .:.:.::::.:'.........'.::::...:'.: ,'"' :..::...:..::-::.:... ;.-...'.: .: ,::.-.' :.'..-,':: :: !:-.-..;-::.:.:.. :.-....':'.: t :.'-: - -.:--:..-:::-.. l':-'- ':: ::'.: .' ." :':: :' :::: I:-/-.'.'.:- .' -.-'..':-' :,:. .. . :' :'-'..'.":'.".' L'-:.': :: .:::.'::.-:' :'.::-:-': :- -'_": ' 2 '.- .'.'.-. 1.' :-.'- -'-: :.-.- "-. ': -:. ,:; :- ,.: .:: ,-.: -., .- -. -.. ::-'.:'::-2):::./.:.::>:'.':::. '>!:-'.i'.:;::.-: L-::- '.':- .-. ;'- .- :- -: '. ...'j. ::-.:....:-:.':=:,.'.. ' [::.-:..:..'.:;::.-.'.:-.':-.:.'-.': :-:':' . !. .. ._.. .. . . . · . . . . oo · _ . . . . NORMAN ~ KATNIK ANDREW P. KATNIK KATNIK & KATNIK I .%O1 NORTH BROADWAY SANTA ANA, CALIFORNIA 92'706 April 7, 2000 Donald Shubin Federal Disposal Service P. O. Box 118 Santa gna, CA 92702 RE: Lease at 1430 Poinsettia and 1502 Poinsettia AREA CODE 7~4 TELEPHONE .547-0848 FAC. SIMILE 972-2272 o.. To Whom It May Concern at the City of Tustin: · NPK/sv " -.- Enclosure · . . .~ - · · ·. · . · · . . · .: · . . .., This office represents the ownership interests of the property listed above. In accordance with your request, th/s letter confirms that the owners of the property have entered into a real estate lease agreement with Federal Disposal Service for the above referenced site. The agreed use of the lease is the parking and maintenance of refuse collection vehicles. Ancillary agreed uses included; a wash rack, vehicle and container maintenance, outside' storage, and an above ground fuel tank. If the City of Tustin has any questions concerning these matters, please invite them to call me at (714)547-0848. 1. by and between ~al~ AMERiCAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET ! (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) Basic Provisions ("Basic Provisions") 1.1 Parties: This Lease ('Lease'), dated kx relerence purposes only Aprii 7 ~ Is made Richard A. Katnik and Shubin Services~ Inc.~ or its assiqnee The Sant~ Ana Cannery. LLC (collectively Ihs "Parties," or Individually a "Party"). 1.2 Premises: That certain re~d property, including all improvements therein or to be provided by Lessor under the terms cd this Lease. and commonly known as 1430 Poinsettia/1502 Poinsettia ((;al 'Z'rans lot) located In the County cd O.range , State of Califo.rnip and generally described as (describe briefly the nature of the property iiJ~~~:gle~R~~l~X3zat~ ~~ (l) approximately 30r000 sf lot with 3 Butler Buildinqs totallinq approximately 10t000 sf~ and (2) approximately 37,585 sf Cal Traps lot to the north. See Exhibit "A" attached hereto and incorporated herein. Cal Trans lot to De acquired by LesSor. ('Premisea"). (See also Paragraph 2) 1.3 Term: Ten (10) yeareand 0 rnonthe('OrlginalTerm")commencing Auqust 1z 2000 ("Commencement Date") and ending 3u].y 31 t 2010 ("Expiration Date"). (See also Paragraph 3) 1.4 Early Possession: NA ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 1.5 BaseRent: $ 4t000 per month ("Ba~e Ranr'), payable on the first dayo/ each month commencing Aec, lust [r 2000 See Addendum for rent schedul~TSeeaJsoPa~agraph4) :[:] If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.' 1.6 Base Rent Paid Upon Execution: $ 8~ 000 as Base Rent for the period August ir 2000 throuqh September 30, 2000 1.7 Security Deposit: $ 4,0 00 ("Security Deposit"). (See also Paragraph 5i 1.8 Agreed Use: O~fice, vehicle storaqe and maintenance (See a~so Paragraph 5) 1.9 Insuring Party. Lessor is the "insuring Party" unless otherwise stated herein. (See also Paragraph 8) 1.10 Real Estate Brokers: (See also Paragraph 15) .. transaction (check applicable boxes): _ re?,~ ' ''~~ ("Lessor's Broker-); D · t:3 ~ ~-..---l~esents Lessee exclusively ("Lessee's Broker"); represents both Le.~sor and Lessee ("Dual Agency"). (b) Payme.n~execution and delivery o~ this Lease by both Parties, Lessor shall pay to the Broker the iee?__.q[~~lr separate written agreement (or if there is no such agreement, the sum of . % of the total Base Rent ,.,'ST-[;:.: -~::kc:ag: ::.".'!:c: ::c..d:;_--d b~' :_~ _~r'c_.t'_~;). · * '"'-- . . 1.11 Guarantor. The obligalions of the Lessee under this Lease are to be guaranteed by ("Guarantor"). (See also Paragraph 37) 1.~2 'Addenda and Exhibits. Attached hereto IS an Addendum or Addenda consisting of Paragraphs through . and Exhibits all o~ which constitute a part o! U'ds Lease. 2. Premises. 2.1 LeUing. Lessor hereby leases to Lessee, and Lessee hereby leases from Le~_<so_r, the Premises, kx the term, at the rental, and upon al of Ihs terms, covenants and conditions set forth in this Lease. Unle~ olherwise IXOVtdad herein, any statement o! size set forth in this Lease, or that may have been used in cak:ulalJng rental, is an approxbnalton which Ihs ~ agree is reasonable and the rentaJ based Ihereon 2.2 CondlUon. Lasso' shall deliver .Ih~ Premises to Le__~ee__ tx'oom clean and free cd debris o~1 the Commertcement Dale or the Early Possession Date, whichever first occurs ("Start Data'), and, ~o long as the required service contrac~ described in Paragraph 7.1(b) below ara obtained by Lessee within thirty (30) days following the Stml Date, wanant~ that the existing, ekK~l(~, plumbing, fire spdnlder, ig~ heating. ventilating and air conditioning ~ystenm ("HVAC"), loading doom, If any. and all other such elements in the PremLses, olhm' Ihe.,t b'~se foundat'_,:,n cd any buildings on Ihs Premises (the "BuikUng").sheJl be bee cd malarial delscts. If a non*com~aance wi~ said wananly exists as of the Stml Date, Lessor shall, as Lessors sole obligation wi~h respect to ~ matter, except as otherwise I~ovided In b'ds Lease, I~'omptly alta' receipt o/written nolice from Lessee setting forth ~ specifictly the nature and extent cd such non-comptlanc~, rectify same al Le_<__e~J~. s expense. Il, alter the Stml Date, Lessee does not give Lass~x written notice cd any n~isnce with It~ warranty within: (1) ene year as to Ihs surlace o! the too! and the structural podJons cd the rocd, kxa'K~__t_k~n~ and beadng waJis, (il) six (6) rno~the as to UTe HVAC systems, (iii') ItWly (30) days as to tt~e remaining systems and other elements cd the Building, ~ cd such non-~ shall be b~ obagatk~ sole cost and expense. See Addendum. 2.3 2.3 Compliance. Lessor warrants that the Improvements on ~ Promises comply wtltl all applicable laws, covenants or record, building codes, reguleUo~s and ordinances ("Applicable Requiremeftta") in ettect on the Sim1 Dale. Said warranty does nol apply to the use to which Lessee will put the Premise~ or to any Altsratlona or UtJlily installations (as defined in Paragraph 7.3(a)) made or Io be made by Lessee. NOTE: lessee is responsible for datsrn~ng whethm' or not Ihs zordng is approl:xtate Io4' leasee's intended use, and ack~ that past uses cd the Premises may no Io~ger be allowed. If the Premlse~ cio nol comply ~ seJd warranty, Lessor shall, exce~ as othemase provided, promptly after receipt cd.wrltten noUce Irom Lessee sel~ing forth with specificity the nature and extent cd suc~ non-compaance, recUly I~e same at Lessors expense. If Lessee do~ ix3{ give Lessor written notice cd · non-comp~ W~l th~ wananty wilhkl following the Start Date, conection cd that non-complance ~ be the o~ cd Le__*z~e__ at Lassee's ~ cost and expense. If the Ap~ Requirements are her&alter changed (as oppoled to being bi existence at Ihs Start Dale. which Il adclreslmd in Paragraph 82(e) b~ to require during the lerm cd this lease Ihs conatrucflo~ cd an ac~lltton to or an altarelkx~ cd Ihs Buikllng, Ihs remedialk~ cd any Hazardous Substance, or the reinlo~cement or other physical modUicatlon cd the B4~ ("Capltat Expenditure"), Lessor end L.es~ee ~ do:ets the cost cd suc~ work as follows: ~1997 - American Indultflal Real Eetale AeeoctaUon PAGE 1 ' FORM 204 -~7. (-) Sut~ecl Io PmI~_,,, 2.3(c) below. If mJch C, apibd ~el Are re~Ldreo ~ ~ ~ ~ L~ ~ ~ ~ Lo~, ~ w~ ~ ~ (10) ~1 · 5 .~ u P~ ~~u~L ~e wa~ ~ ~ ~ ~ ~~ 2 '. 3. T~ · 3~ ~~i~ ff~~~~a~pr~~ p~ Re~ P~ T~s ~ ~ pre~ ~ ~ ~ ~ Pr~) ~, ~er, ~~ ~ not a~ ~ ~ 3.3 ~y ~ ~sess~. Le~ e~ee8 ~ use b ~ ~e~ rede e~ ~e ~, ~ ~ ~, by ~ ~ w~ ~ t~ (10) ~ ~er ~e ~ ~ ~ s~ (~) · e ~ ~ ~ ~O~ !~ ~ ~~ ~re~er. ~ ~ ~ ~ b ~t r~ ~sd~~e~~~Le~e. U~~d~eP~ ~~ ~ate, ~ L~ ~ ~e ~ o~er a~m~ ~e ~ ~ 3.4 ~m~~. ~~ber~~~~~pr~ 4. 4.1. ~~ ~2 . .. -_ 8. Urea ..... 8.1 Uam. Lessee r,~ u~ and occ3.1py ~ PTandsea ordy ~ ~ ~ U~, ~ ~ ~ ~g~ ~ ~ ~ re~ ~ ~relo, ~ ~ ~ o~er ~. Lo~ ~ ~ m w ~r~ b ~ ~ b Pr~s k a ~or ht b ~, meales ~, ' ~ a ~a~e. ~ ~t ~ ~m ~m ~_~ ~ ~ ~ ~ ~ ~~ ~s. Le~ ~ ~ ~e~ ~~ ~ ~ Pr~ ~ ~ ~ ~ ~ ~y~ ~ ~ ~ ~ ~e ~r~ to ~e Pre~ 8.2 ~o~ ~~. , (a) Re~ U~ ~ke ~ ~ le~ "~ ~~" ~ ~ ~ ~ L~ ~g ~ ~ ~ ~ed lo be ~ ~ Pr~, ~ ~ ~ ~1~ ~ ~ ~ ~ h~, ~fe~ m we~e, ~ e~~ ~e R~emen~, ~ ~ a ~~ U~, ~ ~ ~ ~ ~ ~ m ~ ~ m a~ ~~ ~~ ~ ~ge m ~ L~ ~ ~ ~ ~. M ~ L~ ~ ~ ~ ~nt ~ ~ Re~e U~ ~} or prorate ~~ (~ ~ ~m ~) ~ ~ea~g ~ ~ ~ · ~ted ~, ~, un~r m ~ ~ Pr~e~ o~m ~ ~ ~~ ~ ~ ~ Le~, Le~e ~ ~e~te~ g~e wd~en ~ su~ M~ m Le~, a~ ~r~ ~ ~ ~ ~ ~ ~ re~ ~, ~ m ~ ~ ~ N ~ ~~ ~e ~ s~ ~~ S~8~. * (c) Leah Reme~ L~ ~ ~ ~ ~ ~ ~ ~ua S~a~ ~ ~ ~ ~ rel~ed ~, m, ~r, ~ ~ Pmmbes (~g ~ ~ ~ ~ ~ ~ ~) ~ ~ p~, at Le~e's ~e, ~ ~ ~t~ (d) ~s~e Inde~l~n. Le~ ~ ~, ~ ~ ~ ~ssor, ~ age~ e~l~e~ ~e~ ~d ground ~ ~, ~r~ess fr~ ~d a9~ ~ ~ M ~ ~ ~ ~ ~ ~Ues, J~en~, ~, ~e~, ~n~es, ~ a~o~' ~d ~sul~' fees a~sing ~ of ~ ~ ~ ~ous S~ ~ght ~to ~e Pr~es ~ or ~ Lessee, ~ ~y ~lrd ~r~d~, h~er, ~t Levee ~g ~ve ~ ~ ~r ~a ~e ~ re~ lo ~ergro~ migra~ of ~ H~rdous Sub~ under ~e Pre.es lr~ adja~t p~es). L~e'e ~a~ ~ ~_~, ~ ~t ~ ~t~ ~ ~e eff~s ~ ~ ~naU~ ~ to pe~, pr~erW or ~e e~~ ~eat~ ~ ~ ~ Levee, ~ ~ ~t ~ ~vesdga~, m~, red. Ugh, rust. Ugh abatement, ~d s~il suave ~e e~aUm or ler~ ~ ~ L~. No ~U~, ~l~Uon ~ release agreement en~r~ ~to Lessor ~d ~s~e ehall raise ~ fr~ ~ ~igaUone ~ ~ ~ wl~ ~t ~ H~ Sub~n~ u~ result o~ ~us Subs~es m ~e Pries ~ ~ ~ S~ D~ ~ ~ we ~d ~ ~ ~ negflg~ ~ ~;ul m~ ~s~, ~ agen~ or emp~ees. Le~a ~~ ~ ~ ~ r~ ~ ~e ~~ R~emen~, ~ ~e, ~ n~ ~ ~ (~ inv~tlgaGon~ ~d Re~bUo~ ~ ~ re~ ~ ~a~ ~ ~ ~ ~ ~esUge~ or reme~adm ~a~ required ~ ~a~en~ en~ ~ ~ ~ r~ lo ~ ~ ~ ~r~ S~s m ~ Pre~s ~ to ~ Date, ~eas ~ re~~ ~e b r~ ~ a r~ ~ ~'s ~ ~ -~~-, ~ de~ ~ ~ag~ 7.3(a) be~) ~e Pr~s, ~ ~ wen Le~ ~ ~ m~ ~ ~ ~ ~ ~ ~m~ ~ ~ ~ s~ ~ee al ~e re~ Le~s ~~e ~ r~ r~ ~ ~ere~ ~ ~ ~ ~ ~ ~ ~ ~ ~ r~ ~ r~ ~ ~e ~e Re~b~n~ ~, .hr ~) ~.aoa~ ~ ~ ~ ~ ~ ~ i r~ ~ ~ ~ ma~ ~e ~ ~ (12) ~= ~ ~ ~ ~ ~ = $1~,~, ~ b ~, ~ ~ ~ = ~, ~ ~ ~) ~ ~er ~U (~) ~ ~g~e~~ ~ ~ ~ ~ ~ ~ ~a ~ ~, ~ ~, ~ ~ (10) ~ ~, ~e ~ of ~ ~te ~ b ~ ~ ~ ~~ ~ 6.3 ~e'= Comp~ wl~ ~~ ~e~n~ ~ ~ ~ ~ ~ ~ ~, ~e ~, ~ ~'1 ~e ~. I~, ~gen~ ~ ~ ~ ~ ~. ~ ~ ~ M ~ ~~, ~ req~ ~ ~ ~e Pre~s, wi~ ;e~ ~ ~ ~ r~~ we ~ ~ e~ ~ ~ e~ ~r ~ S~ Data. Le~e ~, wl~ ~ 6.4 ~e~; ~pl~. ~e~ ~ ~e ~ (~ ~ b P~ ~ ~) ~ ~ ~ ~ ~ ~ rea~ re~ ~ ~e ~ ~ ~~ Malnten~; Repairs, LI~.... lr~; Trmde ~ ~ ~~ (a) ~ ~rE ~ = ~ ~ ~ ~~ ~ (~), 2= ~~). 0.3 ~'~ ~a~ ~ . Req~~), 7.2 (~m ~), ~ ~ ~ ~~), ~ 14 (~), ~e ~ ~ Le~'m ~le ~, ~ep · e Pre~. ~ ~~, ~ ~ b ~ ~, ~ ~ ~ (~ ~ ~ ~ ~ ~ ~ ~e~es r~ub~ re~s, ~ ~ ~ ~ r~ ~ ~, ~e r~~r~ ~ ~, ~~~ ~ ~ ~ rep~a ~ u a re~ll ~ L~'i u~, ~ ~ ~, ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Pr~), ~ ~ ~ ~ed Io, ~ ~ui~ ~Uaa, ~ ~ ~,'~ ~-~~ ~ ~ ~ ~ ~.~, fire prol~ ~m, ~l~es, ~ ~le~ ~ ~, ~ ~ ~s, ~ ~ ~, ~ ~ ~ ~g. ~s, ~g · e ~ ~ r~ ~ ~~ 7.1~) ~. ~'a ~~ ~ ~ ~l~ ~~n~ or r~ ~n · e term ~ ~ ~a~,' ~ ~ ~ ~ ~ ~ ~ b a ~ ~ ~~ ~ ~ ~e~ ~ea~ ~) ~1~ ~~* L~ ~ ~ ~'a ~ ~ ~e ~ ~ ~ ~ ~ies ~ ~, (c) Rep~nL S~ ~ ~'~ ~~ ~ ~ u ~ ~ ~ ~~ 8.7 ~, ~ ~t rel~ L~ ~~ ~ ~~r~Wa ~,~~~~,~ ~~~~~ nu~erof~ ~ · e ~ ~e ~ ~ m~ ~ ~ ~ ~ k ~ ~ ~ ~ ~ ~ mg~ ~ ~el~es f~ depr~ 7.2 ~aa~'a O~iga~ ~J~ ~ ~ ~~ ~ ~~ ~ (~), Z3 (~~), 9 (D~ge or Des~) 14 (~e~), ~ b bta~ W ~ ~ ~re~ ~ ~ ~ ~~ b ~ ~ ~~, ~ repab ~d ~ Pre~s, ~ ~e ~u~ ~e~ al ~ ~ ~~ nra ~ ~ ~ ~ ~ ~ ~e. ~ ~ ~e ~ ol ~e Pa~ea ~ ~e ol ~ Le~ ~ ~e r~ ~~ ~ ~ ~ u ~ ~~ ~ re~ ~ ~ Pr~s, ~ ~ ~re~ ~e ~ b~ ~ any s~ ~ or herea~ ~ ~ ~ ~ ~ ~ h ~ ~ ~ ~ ~ ~ ~ 7.3 UUII~ ~a~l~;~ ~ ~U~ (a) ~flnlU~; ~ R~ub~ ~ ~ "UU~ ~~" ream ~ ~ ~ ~ ~ ~dngs, ~r I~es, ~er. p~e~, e~ ~~, ~ ~ ~e ~ ~e~, ~ ~st~ ~g ~ums, ~AC ~ulpment, pluming, fe~g ~ ~ ~ ~ Pre~es. ~ ~ ~ ~- ~ ~ ~,s ~~ ~ ~u~enl ~ ~ ~ rem~ed ~t ~ter~ d~ge ~ ~e Pr~ ~ term '~Uo~" ~ me~ ~ ~~ ~ ~ ~r~men~, o~r ~ UUli~ i~stal~ Trade ~r~, ~e~er W a~ ~ ~ ~ O~ ~~ ~ UU~ ~a~l~Uons" ~a ~F~ as ~teraU~ UUII~ ~st~l~ ~de ~ ~ ~l are ~ ~t ~ ~ ~ ~ ~ p~ 7.4(a). ~ee ~ ~ ~ any ~temUo~ -U~ I~a~ ~ ~a Pre~ w~ Le~s ~ w~en ~ ~e ~y, ~, ~ ~~ U~I~ I~~ ~ ~e (b) ~n~nL ~ ~~ ~ ~ ~ ~ ~ ~ de~e ~ ~ ~ ~ ~e ~e ~sent ~ ~e ~r ~ ~ ~e~ to Le~ ~ w~ ~m ~ ~ ~ ~ ~ ~ ~ ~ ~ [~e't ~ a~ui~g ~ ~ve~en~ ~, (~ f~g L~ ~ ~ ~ ~ ~ ~ ~ ~ p~ ~ ~ p~ ~ ~en~ment of lur~ L~ w~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~e~ ~ ~ ~'s Base Rent, ~ Le~r ~ ~ ~ ~ ~ ~ ~g a ~ ~ ~~ ~ ~ ~ ~ e~ ~ ~ ~ ~ ~es ~e es~t~ ~ m ~ ~r ~ ~ ~ ~r~a, ~ ~ ~e ~ ~ ~ ~ ~ ~ ~'s ~ ~te~'s ~ aga~t ~e P~s ~ ~ ~ere~ ~e~. Le~ ~ ~ Le~ ~ ~ ~ ~ (10) ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~, ~ ~ de~, ~n ~e ~, ~ ~ ~ ~ ~ ~ ~ ~, ~~ ~ p~ a~ ~ ~ ~ ~ff pay ~ ~~ ~y ~ a~ ~mem ~ ~ ~ ~ ~ ~e ~ ~ ~ [ ~ ~ r~e. ~e ~, ~ a ~re~ P~D~ 7.~b) ~, ~ ~ ~ ~ ~ ~ ~ ~, ~ ~ ~ ~ ~ ~ ~ Lea~, ~ p~e~ ~ ~ ~ be ~~ ~ ~ ~ ~ ~ , wear ~ ~ e~pmd. ~ ~ ~ ~ ~ ~ ~_~ ~ ~ ~ ~~ ~ ~ ~ ~ pr~enled ~e ~ ~ ~ re~ ~ ~. ~ ~e ~ ~ ~ ~ ~ ~ Pr~ ~ ~ ~ ~ 7.4(c) ~ . ~E 4 8,. Iniu~ce; Indemnity. ~. ~. e. 1 P~/ment For IniurlmcL ~e ~ ~ ~ M ~ re~ ~r Parag~ a ~ lo ~e ~ ~ ~e ~sl a~r~ ~ ~b~ ~e ~ ~ Le~ ~ ~~ 8.2(b) ~ ~ss ~ ~,~.~ ~r ~~. ~e~ ~ ~ ~1~ c~~ ~ to M ~g ~ ~ Le~ t~ M M ~ ~ ~~ ~ ~ ~ ~ ~1 ~ be ~ ~ ~e Io ~ ~ ~ (10) ~s ~ r~ ~ ~ ~. 8.2 ~bUl~ ~l~. (a) ~ ~ b~. ~ ~ ~ ~ ~ ~ ~ a ~ G~e~ ~ r~ of ~ ~otec~g Le~ n ~ ~ ~ ~ ~,~,~ ~ ~-~M ~ ~ '~1~ ~g~ ~ ~ of pm~ ~o~mefl~ ~ ~ ~e '~~t of b ~ ~~ ~n~ ~ ~ ~ ~ ~ ~ ~ ~s ~ a ~stile ~e. ~ ~er ~ L~ ~ ~ ~ ~ b b ~~ d ~e'a ~ ~a~ ~ ~ ~. ~ ~ d n~ ~u~ · ~) C~ ~ brier. ~ ~ ~ ~ ~u~ ~ ~ ~ Pam~ 8~(a), ~ a~ ~ ~ n~ ~ ~ ~ ,.- ~ ~.3 · P~ ~~ - B~g, ~~ ~ Rofl~ V~ (a) Bua~ ~d ~p~ ~ ~ ~ ~ ~ ~ ~ ~ ~ a ~ ~ ~es ~ ~ ~ d Le~, ~ ~ ~ ~ Le~, ~ ~, ~ ~ ~ ~s) ~ ~ ~ ~ ~ ~o P~ ~o ~ d ~ ~su~ ~ ~m~ ~ ~ h~ ~ ~ ~ ~'s ~ ~ ~ ~ ~ ~ ~e ~er P~ 8.4 m~r ~ ~ ~flatl~ g~d ~ot~ ~us~ ~ ~e~ ~ ~e a~ ~ ~ ~mge ~ ~ a hct~ of ~ b~ ~ ~e a~u~ U.S. Depa~nt d ~ ~er P~ ~ ~ ~ U~ ~rs ~ ~ ~ nemest to ~e ~e Prem~ ~e ~ted. If s~ ~ura~e ~emge ~s a ded~ ~, ~ ~e ~ ~ ~ ~ $1,~ ~r ~M, ~ Levee ~ ~ ~e ~ ~ ~le ~t k ~e Mnl Of n ~ ~ .. Le~ ~d ~ ~flder, ~g ~e ~ d ~ ~ ~flt ~ ~ (1) y~. ~ ~ ~ p~de ~ ~ ~e event ~ L~ h ter~ re~acemeflt d ~e Pre~s, to ~e ~ ~ ~ ye~s ~ d Rent fr~ ~ ~o d ~ ~ ~ ~ ~u~ ~ ~ta~ an a~ ~aG~ pr~ ~ ~eu M ~ ~ ~, ~ ~ ~t d ~9e ~ ~ adJ~t~ ~ to re~ ~e proj~ed ~ o~e~e p~e ~ Levee, ~r ~ n~ ~e~ (12) ~ ~. Le~ ~ ~ ~e ~ ~ d~ ~nt ~ ~ Mnt of s~ ~ (c) AdJa~nt Premiss. Il ~e Pre~ are p~ el a ~ger ~, ~ d a group of ~i~ ~n~ ~ L~ ~ are adJa~ · e P;emlses, ~e Le~e s~ pay ~ ~ ~e~e ~ ~ pr~u~ ~r ~ ~ ~u~ d ~ ~i~ing or ~6s If ~id ~re~ ~ ~ Levee's ac~, ~is~, uM ~ ~~ of ~ ~e~ 8.4 ~s~'s Pm~uslnos8 ~p~n Ins~, LeS ' - - - -' .............. ~ ...... ~-~--,, ' ...... 8.5 h~e Polic~8. ~ rN~ here~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~e 8~ ~ere ~e'Pm~e8 am ~l~, ~ ~~ ~g ~ ~ te~ ~ ~ ~der8 ~ d M least ~, V, u ~l ~ ~ ~ re~ ~ ~ ~ Ig~t ~r~ ~ ~ ~ ~ r~ ~ w~ k ~ ~ ~ ~e ~ ~ ~ ~ ~ r~r~, ~ e.7 ~~. ~pl ~ ~a ~ ~gag~ ~ ~ ~~, ~e ~ ~, ~e~, de~ ~ ~ ~ ~ pr~ d ~e, Le~'~ ~~, ~~, ~ ~, ~ ~ o~r ~ ~ ~ ~ ~e Pr~, ~e~er ~ 9. I ~ld~a. (b) ~ To~ (c) '~ L~" ~~~Tr~~~~~~~~~~~~~~ ~ Pr~ ~ ~ ~ ~~ ~ ~ ~ ~r ~, ~~ ~~ ~, ~ ~ (10) ~ ~ ~U~ ~e~ I~ ~ ~~ ~ ~ ~ ~~ ~1~ e~ ~ w~ ~ ~ ~ ~ ten (10) ~ ~a~er to: (~ ~ Io Pam~ ~.3, ~ wa~ ~ ~ raa~ ~i~ al ~l ~, ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ eff~ ~ (~ ~le ~ w~en ~ ~ e~ len (10) ~ ~out m~me~ f~ ~. L~e ~ ~ ~ ~ ~ ~ u ~~ ~su~ ~er~ wi~in ~ ~ng~~~ ~~~~~e~~e~,~L~~~d~ ~ as ~~ po,~ ~er ~ req~ ~ ~e ~. ~ ~e ~ ~'~ ~e mqu~ ~~ ~h ~a~ ~ (~) ~ ~w~g ~ De~ ~ ~ ~ u d~_~_~ ~ ~ ~ ~e gr~ ne~ig~ ~ ~ul m~u~ Le~ ~ ~ve ~e d~ ~ ~ ~l ~ fr~ ~, ~pt ~ ~ ~ ~g~ 8.~. 9.5 ~ge~~T~ ~~~~~(~)~d~~re~~~e~r~ ~e~ ~ (1) ~'~ ~ ~ ~~ ~ ~ ~ L~~~ ~ ~ a~ ~ (~) days ~ ~J~ ~ge. ~~ ~ ~, ~ ~ ~ ~ ~ ~ ~ ~e ~ m ~ ~ L~e ~ ~ ~ae ~e Levee ~ ~e~e ~g ~ al Les~l ~d e~ · e dale ~ ~.~ ~ment ~ ~ ~'~ R~ · · re~r~ ~ ~~~ (~ ~ ~ ~ ~~ ~ ~ ~off~ "~en~" ~~ ~. ~_~. 0.7 T~~~~ ~~~~~~~e~g)~~e.~~ I o. R~ ~ T~ 10.1 ~ ~"~ P~T~" osMte, g~. gl I ~J,i.~..flun wtb'~ ~_ _,d PrarnJa~j ale iocaUKL The ~ "~ ~ Tue~-'~ ~ ~ ~ ~, ~a, .~eow~r~~pr~ ". ''~,,, 10.2 (a) P~t ~T~ ~ ~ ~ ~ ~ Pr~ ~ ~ ~ ~ ~ ~ ~ term ~ m Pam~ ~0.2~). ~ ~ ~ ~ ~ ~ ~ ~ ~ (10) ~ ~ m ~ ~_~ ~& ~ ~ ~W wi~ ~~ ~ ~1~ ~ ~~~ ff~ ~ ~ ~r ~~~ ~ maher ~e ~m Le~ b ~ eff~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ r~ Re& Pr~ T~K · e ~n~ Re~ ~ T~ ~ r~e ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~, ~ ~ ~ a ~ ~ ~ent. ~ L~r ~ ~ r~ ~ ~ h ~, ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~t gl ~e ~ted P 10~ Joint~~L U~~m~~~~~~u ..... ~'e r~ ~ ~ ~ ~ ~l ~ ~ ~ ~ ~r ~~ u ~ ~ re~ avafl~e. 10.4 ~ Pro~ Ta~e~_ ~e ~ ~, ~ ~ ~, ~ ~ ~ a~ ~ ~ed u~ Le~e ~d ~tem~ UU~ ~~, Trade ~es, ~, ~ ~ ~ ~ ~ ~ Line& ~ ~e, ~ssee ~ ~use s~ pr~ to be ~ ~ ~ ~t~ ~ ~ r~ ~ ~ ~. H ~ ~ Le~'a ~ per~ ~e~ ~11 be ~ed wi~ Le~s re~ ~, ~e ~ ~ ~ ~ ~ a~ ~ ~ee'e ~ ~ ~n (10) ~s e~er r~ipt ~ a ~en stateme~. 11. UUIIUe& [~e ~ ~ ~ d ~, ~ ~ ~ ~, ~, ~ ~ ~ o~ u~s ~ se~s supp~ 12. A~ig~nt ~d Su~ 12.1 ~s~a Con~l ~u~ (a) ~e ~ ~ ~ ~ ~ ~ ~ ~ ~ ~, ~ ~ ~r (~~, "a~gn asaignment~ or s~t ~ ~ ~ ~ ~ ~'l ~re~ h ~ ~ ~ ~ ~ Pre~ ~ Le~s ~ w~en ~ent. ~en~-f~e ~rcent (~%) or ~re ~ ~ ~g ~ gl Le~e ~ ~ a ~ge ~ ~ ~ ~ pu~. (c) ~e ~em~ ~ Le~e ~ ~ ~ ~ ~y ~, ~ ~s ~ ~ ~ ~ ~ merger, ~le, ~na~g, ~fer, ~eraged ~.~ ~ ~e), ~e~er ~ ~ a ~ ~ ~ ~~ ~ ~ Lease or Lessee's ~se~ ~ra, ~ ms~ ~ ~ re~ ~ e r~_~_~ ~ ~ Net W~ ~ ~ ~ ~ ~t ~ ~ ~en~-~ ~menl (25%) ~ ~ Net Wo~ M fl was re~nt~ ~ ~ ~ ~ ~ ~ ~.~ ~ ~ ~ ~e ~ ~ ~e ~ r~t ~e~ to ~ Le~ ~sent~, ~ as ~ ~ ~te~ ~ ~ ~ ~ ~ b~ ~~ ~ ~, ~r w~ or ~ greater, ~ be ~der~ ~ ~1~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~. 'Net W~ ~ ~' ~ ~ ~e net wo~ ~ ~ee m a no~ Bre~ w~t ~ n~ ~ ~ ~ ~ ~ ~. H L~ e~ ~ ~ ~ ~r~ e~i~enl or ~e~g ~ ~e h~r~ ten ~ (11~) o~ ~ ~ ~ ~ ~ e~ ~, ~ ~ ~ ~ e~ ~ ~ r~ adlua~nt, (i) ~e ~e pr~ ~ any ~ ~ ~r~ ~ Pr~ ~ ~ ~e ~ ~ ~ ~ ~ e~ ~ ~ ~ ten ~rcent (I 10%) pr~e pmv~ ~ e~ ~ (~ ~ ~ ~ ~ r~ ~~ ~ ~ ~e r~ ~ ~ ~ term ~ ~ ~e H~ Ten ~r~nt (11~) ~.~ ~ ~ r~ (e) Le~'l ~ ~ ~ ~ ~ p~ 1~1 ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~u~ 12.2 .T~a ~d ~l~a ~~ ~ ~ ~ 12.3 ~IU~T~ ~ ~~ ~ ~ ~~ ~re~: See A~Gnd~ ~2. ~ (~) (c) Any maim requiring Itm conMnl c~ Ihe ~3kmm ~ a ~ ~al also require Ire rant, ertl of Lar, a~ (a') N° luble~ee ~a~al lmlhm a~an mr, ublal d m any pazt of the Promises wilhoul i.a~l prim w~en conr, anL (e) L__.~-e~__. r,~al cleaver a copy cd any .nc~_~e cd Delautl m BrMch by La~see Io Itm md31e~see, who ~ have the ~ to cure the 13. Delaulq B~reach; RemedleL 13.1 Defau~ Breac. h. A"Oefau~isdaanedaselailumbymeLeeeaelocomp~wi~mpedonnanyofthe~e~~, condllkms m ruk~ under I1~ Lease. A "Breach" IS defined as ~ occunance of one m more cd Ihe IolawJng Delaults, an~ · [e) The ahand~ cd the PmmtM~ m the vecallng of the Prangsea ~ ~ e ~ r~ levet cd security, m where the core, ge of the property inaumnce ~ in Pamgmp~ 8.3 ia jeopmcflzad aa · result thereof, or without ~ masontt~e wh~ endanoe~ ~ ~aale~ ~ or p~'opa~, w~re soch fa~'e co~inoos ~ · pe~o~ of U'~'ee (3) bo.~ess days fo~w~ w~ con~c~s, (~) the r__e-~-~____.?~.,m of an onao~.~ asr,~mant or s,~et~g, ~) a Tena'cy Sta~m~t' (v) a ~ soix~'d~'m~m, i,'dormallon wi'dch Lessor may ream:rashly require cd Lessee under the lerm~ of ~ Lease, where any such ~aJka'e ~es Ior a pe,'Jod o~ lan (10) days toik~ written nol~a to Last, ea. ' (d) A Oelauil by Lame as lo the lanna, covemmts, cond]tkxm ~ p~ o~ It~ Lease, m of the mica ack3pted under Paragraph 40 he'ed, cdher than 1~3ea dasc4t3ed In ~pamgra~ 13.1(a), (b) or (c), above, where ~h Defaul conlinues kx a perk~l, cd tt~ (30) days allot w~en no~.,e; provided, however, ~ l/the nature of L_,~___ee's Delaull is such thai.more than ~ (30) days m'e rear~ requirecl Ior ils cure, I~an il rd'mil ncd be deemed to be a Breach If Lessee commences such cure wi~'~n saki thL'ly (30) day' period and tl~m'e~er diligenU¥ prosectm~ ~ cure Io completion. creditors; (ii) becoming a "debtor" as dara~ed in 11 U.S.C. § 101 or any ~,uccessm ~aluta thereto (unless, In ~ case of a pedlk3n fi]mm agair~ ssea: the r, ame ia dLsmLssmm wtU'dn r~ (eO) __d~_,.); (Iii) the appointmanl cd a trustee or rece~er to lake po-_~session cd substantlaay asea s at. ets bcamd al lhe Premla~ cx o/Ler~ee s Interest in this Lear, e, where pos,session Is nol restored to Lessee wilJ~n thirty (30) days; or (iv) the ar, achma~ axecullon or other Juclk:lal seizure of r, ubslanlially al cd Les.see's assets located at the Premises or of Les.see's ~erest in this Lease, where such seizure Is ncd dischm'ged wi~'~n thirty (30) days; provided, however, in the evenr that any provision o/ this subparagraph (e) ia contrary to .any applkr, ab~e law, such prov~ &ham be cd no iorce or effect' and not eflec~ the var~lity cd the rernain~g provisions. (~) The ~_~ave~ ry ~ any ~ ~a~nanl cd Lessee m of any Guaramor ~ I~ I~a~* w~ mam~ (g) U ~e perkxmance of Lassee's obagalk~ under I~ Laa~ ia guerameed: (i) the death of a Guaramm, (ii) the ta~ c~ a Guarantor's iiaba...~y yah respecl to I~ Lease ~ then in -_~dance wi~ the tmrn~ cd mx:h guaranty, (ill) a Guarantor's becoming in.scdvanl or Ihe ~Jbjecl of a benkmptcy r~g, ('~ a Guaramor's relur, al to honor t~e gumanty, m (v) a Guamn~ breach of i~ guaramy ob6gaUo~ on an an .I.~oatmy bard~, and Lassee's lalure, wtthin rd3~ (~0) days Icdiowing wdlzen notice cd any ~uch event, to provkle wrL'ten alterna~m assurance m security, which, when coupled with the then ~ resources cd Lessee, equals m exceeds the combIned financial resource~ cd Les.see and the Guarantors ~ existed al the ~ cd execulkm cd t~a Lease. 13.2 Rm'ned~L I~ Lee__eee la~ to pedorm any cd its a/firmab%~ dutle~ m obilgalk3M, WJ~gn Ira1 (10) dayl a/~er written notice (or In case cd an emergency, withoul ncd~,e), ~ may, al ils option, pedorm such ~ or obl]gal~3n on Lee~ee's beha~, Inclucdng bul no~ i]ndled k3 the ob~Jn~n~g o.f re..a.~ required bonds, kmumnce poaches, or governmental ~.enaes, perrn~ m approveis. The rom and expends be honored by Itm bank ~ whk~ II ia drawn, Le~a~x, al Its opUon, may requ~e all future pp/menta to be made by Levee check, in the eve~ cd · Breach, LeMor may, wl~ m ~ furthm noUce m damamL and withoul IimiUng Le~r~x In the exercise cd m~/dg~ or remedy which L~-"~-- may have by reason of mx:h Breac~ (e) Tenninale Le~ee'~ dghl Io posse~k~ o/Itm ~ by ~ lawful m~ in ~ caea I1~ Lease ~ lermina~ and Levee ~ immadate~ ~u'rel~ler ~ Io L~am. in msch evem ~ ~ be ~ to recover lmm Lasr, ee: (1) the unpakl been eammm after tanTdnatlon until the time of aw-,rd exceeds the amounl d such rental IM~ Ihal Ihe Lessee proves coutd have bean masoMt~y avoided; (ilo the worlh al tha time of awasd of Itm amounl by uddch tha unpaid rani im the .babm? of .tha tram ah~ ttle dine of award exceeda Lessor in collru-e"z~ wJ~i I~IS Loewe 113p~-,,B]31e Io th~ I, Iiea~'~ m~ of ~ ~ 'J~e worlh Id ~he IkTle d Iwerd of Ihe imouM .regeql~d k;i k~ ! ' proviskm Oa) of the knmedlmety Feceding ~enlence ~hal be ~ by cl~x)unlinO eudl anmunl at It~ dim;aunt mlq of Itm Federal FtMa.~rt .re.. 7 Bank cd the Oi~'~ wl~'dn wtgch b'~e Prem~ee.. m., ~ .m Ihe I~me o~awerd para one pemenl (1%). Effom by ~1o mldgam danmgee i: Lea~e and/or by ~ ~alute. or as~gn, m, qect only to mamxmble I~ Acta of malntanance, ellom to mleL ma:Vor the appalmment of a receiver Io prmecl the ~i Inmrests, shall nm conmtlum · lemdnatlon cd the LeMee's righl to poeMa~on.. . . . I~.//em~/16r' . (c) Pursue any omer mnedy now or he~eahm evdable uncW the ~ or Judtciel dadeimm ol the sram wherein under a~y I~ I~ovi,~, ~ ~ u Io m~l~ml ~ ~ ~ ~O' ~ ~r~ ~ ~ ~ 13.3 ~~~p~ ~~~b~~l~~~e~~ Le~ ~ ~ ~ ~~ p~ ~ ~ ~ ~e ~ ~ ~ L~e ~ ~, ~ ~ said ~ea~ ~ ~. ~ ~ ~ ~ ~ r~ m ~ ~e ~ ~ Brea~ ~ ~I~ ~ ~ 13.4 ~te ~e~ ~ ~r~ ~~ ~ ~te p~ ~ Le~ ~ ~ ~ ~ ~r ~.~ pr~g ~ a~ ~, ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~. ~~, r~e~ed ~ Le~ ~ ~ (~ ~ ~m ~ ~ ~ ~ ~e, ~, ~ ~ r~~ ~ no~ ~ Le~, Les~r a me-~e ~ ~ ~ m ~ ~ (1~) ~ ea~ ~ ~ ~ ~ ~ her~ a;ee 13.5 ~sL ~ ~ ~ ~ ~~r, o~ ~ ~ ~es, ~ r~ ~ ~, ~n from ~e ~ ~n ~, ~ ~ ~ ~. ~ ~e ~-~t (31~) ~ ~er H ~s d~ ~ ~ ~~ ~en~. ("~teres~ ~r9~ ~ ~ ~ ~ ~ ~ ~ re~ ~ ~e W~ S~e~ ~r~ ~ pL~ ~e~ ~ ~ Parag~ 13.4. 13.6 Brea~ ~ ~. ~ys after r~ ~ ~, ~ ~ ~er ~e ~ ~ a~re~ ~ ~e been ~m~ed Le~e ~ w~ ~r s~ pw~e, ~ not~ sp~ wh~ ~ ~ ~ ~ ~e ~ ~ ~med; ~r~ed, ~er, ~t H ~e nature ~ Le~e ~t more ~ ~ (~) ~ ~e re~ r~ ~ ~ pe~or~, ~en L~r ~ ~ ~ ~ hrea~ a ~~ b ~d wi~ ~ ~ {~) ~ ~ ~ ~re~ ~ ~ to ~e~ ~) ~~ ~ ~ ~ ~ of ~. ~ ~e ~t ~ ~r bM ~ ~er ~ n~ bre~ wl~ ~ ~ys ~er r~ ~ ~ ~, ~ J ~g ~ ~ ~e ~ ~ ~t ~ ~o ~ ~ ~le~, ~ Levee s~ brea~ at ~'s ~ ~ o~et ~ R~t ~ ~ equ~ to ~e ~l~ of ~e ~ Base R~ ~ ~ pay ~ ~ of ~ ~e ~ ~L r~g ~e~e'8 d~t M r~~nt fr~ ~c Les~e said ~re ~ ~p~ ~ ~ta~ ~ ~. 14. Con~allo~ ~ ~ Pr~ ~ ~ ~ ~r~ are ~ ~ ~.~wer M ~t ~ ~ ~ u~er ~ar~ ~ ~ ~wer (~e~ "~om~, ~ ~ s~ b~te as to ~e p~ ~n as of ~e ~m ~e ~~g a~ ~ ~lie ~ ~e~, ~ ~ ~r& If Me ~ ~ prat (1.~) ~ ~ ~i~g ~ ~ ~e ~e~s, r~e ~r~m (~%) ~ ~ ~ ~ ~ ~ ~ ~e~es ~ ~ ~'~ ~flg, b ~ ~ ~a~, ~ssee ~y, at ~e's ~l~fl, ~ ~ ~r~ ~ ~g M~ t~ (10) ~s ~er ~ ~, ~ve ~ Le~e wrl~ ~b of s~ ~g s~ ~b, ~ ten (~0) ~ ~ ~ ~g au~d~ ~ have ~ ~e~) ter~te ~ ~ue u of au~ri~ ~8 s~ ~e~. ~ ~e ~ ~ M~ ~ L~ k ~~ ~ ~ ~e~, ~ L~ ~ effe~ u ~ ~e ~ M b Pr~ r~, ~t ~ b Bue R~ ~ ~ red~ h pr~ ~ ~ r~c~_~ be ~ u ~~ ~ ~ ~ ~ M b h~, b ~ ~ b ~ ~, ~ ~ ~~ ~oe8; pried, ~r, ~1 Lessee ~ be ~ ~ q ~~ ~ ~e's re~ ~ ~ M ~ ~ ~ Tm~ ~r~ ;e~rd to ~er ~ ~ ~ ~q~ ~ ~~ ~ ~ b ~~ ~ ~ P~gm~. ~ ~tem~ ~ UU~ I~~ · e.P?~s ~ L~, ~ ~8 ~ ~~ ~, ~ ~ ~s~r~ h ~ M ~o ~e ~ ~neo ~ ~~~ ~ h ~ ~ere~. ~ ~e ~enl ~ ~ L~ ~ ~ te~at~ ~ re~ ~ ~e ~U~, ~r 15. 15.3 ~e~~ ~ ~~ ~ B~~~ip& 17. DeflnlUon d Le&aoc. Tho I°'Tn 'Lo&&or' &s usod hiroifl Iflal moafl Irm odmo( or ownors at ti4 limo in quesUon o/lAe be UUo iG iM Premis~ oc, il b~ is a ~. c~ 1~4 I.i~44'11nl~Bsi in h ixkx lem~ l& ~v~ 19. OayL ~ L~. Bm~r ~. ~s. See A~den~ 23 ad~e~ Imm ~ ~.2 Dsm de~ ~ ~ ~ r~ ~, ~ ~ ~ ~ ~te h ~, ~ ~s~A ~m~.. II ~nt ~ r~u~ ~ ~e no~ ~ be ~emed E~e~ 24. W~ 26. Le~ ~~ ~~e. , -. c~v~r s~ali not: (I) be ~ b' aflY:ac~ o~ crrd~k~ ~ ~ ~ k~ ~ ~ re~ ~ ~en~ ~ ~ lo ~ ~ ~er~; (U) ~ r~ ~.3 No~le~. Wi~ r~ ~ ~ ~ ~ter~ ~ ~ ~ ah~ ~ ~ ~ ~ La~, Les~e's '~~.~ ~ ~ ~ ~ ~ m r~ . ~ ~ '~~ agr~ (a "~ls~n~ AgrHment") f~ ~ ~ ~ ~ ~ ~ ~ ~'s ~ ~ ~ Pre~ ~ ~ L~, ~ ~e ~e~ h~ b ~ ~ ~~ ~ D~ ~ ~ ~_~ ~ ~e ~ Inb~~b~ ~s~o A~n; ~hg P~ ~. ~ ~ ~8 a~ ~ ~ ~e ~ ~ enter ~ Pm~s ~ ~ ~o, ~ ~ of n e~~, ~ ~ ~ ~e ~ ~ ~o ~ ~ ~g ~ ~ ~ p;o~ ~~, ~e~, ~ le~es, ~ ~ ~ aaem~, r~, ~ ~ a~ ~ ~ P~o ~ ~ ~ deem ~~. ~ ~ a~es be wl~o~ ~ate~ ~ r~t ~ I~ ~ ~ee. L~ ~ ~ ~ ~ ~ ~ ~ Prell8 ~ ~ "~ hb" ~s ~ Le~ dur~g ~o ~ ~ (8) ~h d ~ ~ ~ ph~ ~ ~ Pr~ ~ ~ "~ ~" ~ ~ee ~ ~ ~ ~ p~ ~ ~ ~e Pre~s ~. ~ "~ ~" ~ ~ · ~cffons. ~e ~ ~ ~ ~ ~ ~ ~ ~ed, ~ a~ ~ ~e Pr~ ~ Le~s ~ w~ ~ Le~ ~ ~ ~ ~ to ~ ~ ~ ~ ~~ h ~to~ ~e~r ~ ~ n a~ ' -- ~ ~ ~g~ ~t ~ ~ d ~ ~~ Te~lnaflofl; Me~. U~ ~ ~ ~ ~ ~g ~ L~, ~e ~lun~ ~ ~ ~e~er ~ ~ ~ ~ ~e, ~ te~ ~ ~h~ her~, ~ a ~~ ~r~ ~ L~ ~ ~ by ~, ~ a~~ ~le ~ ~ I~er estate ~ ~e Pr~a; ~, ~Mr, ~ L~ ~ ele~ ~ ~ ~ ~e or a~ ~ ~te~. ~8 M~e ~ (10) ~ys ~g ~ ~ ~t ~ el~ ~ ~ ~ ~ ~-~ ~ ~ ~ ~ ~ ~ ~r ~ ~ ~e ~s el~ to have ~ ~ ~e ~ te~ ~ ~ bt~ Conson~. ~ce~ ~ o~e~ae p~ed he~e~, ~or ~ ~l, ~ ~ ~oent of a P~ b required ~ ~ ~ ~ ~ for ~e o~er s~ ~flt ~ ~t ~ ~re~ ~old ~ ~. Le~s a~ r~le cos~ ~ ~enses ~g ~ ~t ~ed to ~t~', a~s', e~e~' ~ ~r ~~' ~es) ~ ~ ~ ~m~ ~, ~ re~ ~ a r~u~t ~ L~e for ~ Le~ ~e~ ~g ~ ~ ~ ~ ~ ~ ~ ~~ a s~e~ ~ ~ ~ ~ ~ ~ ~ ~dous ~, ~ ~ pa~ ~ ~oe u~ re~t ~ ~ ~ ~ ~~ d~~ ~re~. ~s ~t to ~ ~ anlg~m ~ ~e~ ~a~ ~ ~te ~ a~l~ ~t ~ Deh~ ~ ~ ~ ~e ~ ~b ~e ~, ~ ~ 8~ ~nt ~ de~ a ~er ~ ~ ~ ~ Default o~ Bre~, ~pt as ~y ~ o~ ~ sMt~ ~ w~ ~ Le~ al ~e ~ ~ s~ ~ ~ ~ure ~ ~ here~ ~ p~ ~ ~ Le~8 ~ ~ ~ ~ b ~ ~ LeM at ~ ~ ~ ~s~t ~ ~ ~r ~ o~er ~tJ~s ~ ~e ~en rede ~ refere~ ~ ~e ~ ~r ~ ~ ~t h ~ ~ ~ ~e Mnt ~ ~r P~ ~grees ~ dele~ ~ ~ ~e o~er ~r~er ~ re~ r~ues~ ~ ~ ~ s~ ~~~, b ~~g ~ ~ ~u~nt~. 37.1 ~ecuffo~ ~ 9u~t~, ~ ~, ~ e~ ~ a gu~ ~ ~ ~ most r~ ~i~ ~ ~ ~ ~ 37~ DefaulL ~ ~ ~e a Defa~ ~ ~e ~e ~ ~ ~u~t~ ~ ~ reruns, u~ ~e~ ~ p~: (a) ~dM or ~o ~e~ or ~e g~r~. ~g ~e a~ ~ ~ ~ ~ ~ 9~s ~f to ~a~ ~toc ~ ~ ~ ~ or a ~mte ~ua~r, a ~ ~ ~ a re~ ~ b ~ ~ ~ a~g b ~ ~ ~ g~, ~) ~e~ ~ ~~ (c) · · ~ beret. Op~ono. ~ ~ ~erp~~~) ~ ~~~~ ~ ~ ~ ~ ~~~d~(c) ~ ~~ ~.20pff~ ~To Oflg~ ~. F~ ~ ~ ~ ~e~ ~ ~ Le~ b M ~ ~e ~ ~e, ~ ~ ~.3 Mulffpb Op~&-.~ b we~ ~ ~e ~ ~ ~ ~ ~ ~ ~ ~M ~ ~, ~ ~ ~ ~ ~ ~.4 · Eff~ of ~f.u~ ~ O~ (a) ~e ~ ~ m ~ ~ ~ n ~ ~) ~ ~ ~ ~g ~ b g~g ~ ~ ~b ~ ~h~ ~ ~g ~ D~ b ~, ~ ~ b ~ ~ ~ ~ ~ b ~ (~ re~ ~ ~er ~b ~ b ~ ~e), d~ ~e ~ ~ b ~ ~ ~ ~ ~, ~ ~ b ~ ~ ~ ~ ~ ~ ~ ~ee (3) ~ Me ~ ~ ~ ~e. ~ (~ ~ ~ ~ ~ ~ ~ ~ ~, (1) ~ ~ ~ L~ ~ (31 ~ ~e ~ ~ ~ 42. Roso~ L~rrmr~dth~rj~Lir~mtkn~k3Urrd~r~fl~wi~r~c~rd~i.j~k~d~uc~ea~ 43. PedornmflcoUnd~ProML #atm~/tlmoad~pufa~mlaflMutom~mm~rd~m~dnmfloylolMpaklbyoMPmlylotho~ under lbo provts~rm ~eo~, Ihe Pafly again81 whom Ihe oblOa~on ~ pa~ Itm mcawy k assertod sad rmvo ltd right ~ ~ ~nt ~ Ihereol, saki Party eflal be enmled lo recover m~h sum or so much Ihemog aa Il m r~ lega~ ~ ~ ~. ~ Lease on be~all ol ~ enUty represents and warrants ~ tm orshe ia duly ~ lo execule a,~ deb'vet tilts Lease on its behalf. Each 4S. Conflict. Any cordS~ between Itm pdnWd provi~ma of' It~ Lea~ m~d lira lypewfltten or Imndwrimm ~ ~ be controlled by I~y do nol malm~lly ~m~ip t~__~e_o'a obl~atlmm homu~r, IJmo agfl~ ~ nmb m~h rm~mbb m~m~etmy modlf~mk~ to tt~ Lam aa may be fea~omd~y r.equbod by a Loflder Iff ~ wi~A tho obtakdng o/nomud flmu~ing o~ refrmfl~flg o~ Itm Printbar 4t MulUplePmlleL Ifmmeltmflmmpe~ofl~m~ltyhMmedl~r~H~l~Lsu~~mx~m~llph~~ha~Jokl 49. ModhUon ~d A~ol~aflon o! Di~put~ An Adclm~l~ roqub~g tm Id~llatkm t~l/~ I~o ArbdtmU~ o/d ~xdoa t~twoofl I~o ~ ~d/~ Brol~m ~h~g o~ ol I~ Lm~ f:] la f-i h not ~ to tJ~ Lo~t BE L. IM~. EDT~THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTAH~S,I')~ ZOI'gHG OFTHE PREA]~ES,T]~ ITRUCTURAL INTEGP, ITY, T)'I~ GONDCTK3fl OFT)~ WARNING: F ~ PREM~ES II LOCATED iN A ITATE ~ ~ ~ ~ pAOV~3KI OP 11'1E LZ, AIE MAY ~ TO BE ~ TO ~ WITH THE LAWI OFTNE ETATE iN WHIC,H THE PREIL~EI II LOCA1'~Z By LESSOR: 11~: By' LESSEE: SHUBIN SERVICES, a Californ/~ c¢~ration Nam~ Prk~d: ~on~d Shubin President Na.~ P~ T. depho~: ( ) ~(714 FJc~mk: ( ) F.,;~e: ('7 1 4) 54~-R4~ · ~N~ F~m~ D N~ 77-0052359 NOTE: These k, Tna are olTen modified to meet changing requb'ement. ~ ~ ~ ~ ~ mo uUliztng U~e most curronl lotto: AMERICAN INDUSTRIAL REAl. ESTATE ~IA3'ION, 700 So. Ftower Sheet. Suite 600, Los Ang4J&ea. C.,aliJo~rda 90017. (213) 687*8777. Fax No. (2.13) (3~7-8618 FOP3,f o. i~ I I EXHIBIT "A" FILE EXHIBIT "A" I I ! EXHIBIT "A" 50. Option Io Extend: Sub. k,a Io ~ provisions of parngmph 39 of this I.t:asc, I__~_~ shall have thc option to extend tit Term of thc Lease for one (I) additio~ five (5) yea~ pesiod. Base Paml for such lX:riod shall be equal to thc ~ fair marka value fo~ similar type pmpc2G~ in lira "Santa Aha Industrial" a~a. but in no event shall ~ Rent be leas than tbe Base Real due Em the last nmath of the original Term. Wriu~n notice of Less~e's clarion to cxcrci~ the option shall be de. liv~ed to ~ no inflict than e. igh~ (8) mat,ha, nor later than six (6) montha, prior to fig ~piralion o/'the original Tt~n of lit Lmse.. If l.~m:e fails timely to cxerc, i~ or is not entitled to exercis~ ~ option to ~xle. nd, tlgn Les_te_e's option to ~ shall aulomatically laps~ and thcrea~er not b~ cx~rcisab~ by Leggy. ffI~__~e_ is entitled to and does ~ notice in tim nmnner and within fig time frang r~ forth in lids paragraph, then tim Term shall be ~xlended for aa additional sixty (60) mnths (the "Additional Term"), on all of th~ conditions ~ forth in the original l.ea~; provided, bowcver, that: (I) Ba-g Rent for thc Additional Term shall be equal to thc lhen 'Fair Market Rental Eatc- (as dcfined below) for flz Premises, but in no cvenl shall _~__,,~_ Base Rent bc k:ss than thc Bas~ Rent for thc Premises edfcctivc as of the last month of thc Term. T~__~r shall in response to and within thirty (30) days after receipt of I ~__~e_'s notice of exercise of thc oiXion to extend, give ~ ~ written notice ofthe then applicable 'Fair Market Rental Rate" as dctcrmi~ in good faith by Let, sm. "Fair Market ~ Rate" nmans thc then prcvailing annual rental rate per square foot of rentable ama in comparable buildings in the Santa Ann Industrial area, comparable in area and location to the Premises. Not lalar than thirty (30) days ~ Lessors notice to Lt. ss~ of thc applicable "Fair Market l~ntal P,a~". ~ sl~ll timely notify I~ssur ofl _~s___~x_'s ~ to (i) hav~ II~ "Fair Market l~ntal Ratc" determined by the "appraisal" p _~__~_urc &~,cribed below, or (ii) ~ I.~s~or's d~4ermination of thc "Fair Market P~ntal Rate", or (ii0 cl~ not to ~ Lesson's option to ~ It'I~ss~ fails to noti~ Lessor within such thirty (30) day period of Less~'s cl~aion, th~n ~ shall I~ d~m~:l to have ~ L~ssor's determination of"Fair Market Rental Rate" and to have waived its right to an appraisal. I~:ss~'s notic~ unScr subparagraphs (i) or (ii) shall be d~med Les~e's exercise of thc option to ~xlcnd the Term. If Lt. ss~ e. xcrcis~ its option to e. xgnd and timely elects to have the 'Fair Market Rental Rate" determined by appraisal, then each party shall appoim an apprais~ within forty (40) days a/tcr such cxercis~ date. Thc two appraisers shall within a period of fivc additional days, agnm upon and appoint an additional appraiser. The three appraisen shall, within thirty (30) days after the appointmc~ of the third appraiser, determine the Fair Market Eental Valuc of fig Premisr. s in writing and submit their rq~on lo all of the panies. The Fair Market Pa:nmi Value shall be determined by disregarding the appraiser's valuation that db,-crg~ fig greatcsl from each of the other two appraisers' valuations, and lhe arithmetic mean ofll~ r~naining two aPl:wai~rs' valuations shall be thc Fair Market Rental Value. Each party shall pay for fig scrvic, cs of thc appraiser gleeful by il, plus one half of thc f~ charged by tile third appraiser, and one half of all other costs relating to the deft. tm/nation of Fair Market Rental Value; (2) There shall be no commissions payable in connection with the exercise of the option m extend; and (3) This option is personal to ~ and there shall ix: no further options to extend the Term. $1. Early Tcrmination-Lesse~. Within sixty (60) days after fha date ofthc execution of this Lease by ali panias h~reto, ~ shall 0) satisfy itself with respect to.all approvals and permits from governmental agencies or c~ which have or may have jurisdiciion over th~ Premises and which Lcs,~ d~:ms necessary or d~sirablc in connection with its intended us~ or improvement of thc Premis~ including but not limited to, permits and approvals required with r__~espon_~ to zoning, planning, building and safety, fire, Americans With Disabiliti~ Act requirements, · transporlation and eavironmonlal matters, (ii) satisfy itseJf with respect to all aspects of the physical condilion of the Premiseg including without limitation its fitness for I_~___t~_'s imended use and environmental conditions, and (iii) submit in good faith a respon.~ to the request for proposal for tl~ City of Tttrain Solid Waste contract ~nd determine whether ~ is awarded such contract. If~ ~ deaermines (i) that any such permits or approvals or improvements cannot be obtained or conm'ucled upon tr. nns and conditions reasonably ac~ptabi¢ to I.ess~, (ii} Lessee determines in good faith that the Premis~ is not fit for i~__~e_'s im_-___mb~__ use, or (iii) that the City of Tustin does not award the Solid Wast~ Disposal contra~ to Lass~ il~n L_~s___~_ shall ba~ the option m gfminng this ~ ilpon written notice to Lessor within said sixty (60) day period. 52. F-arly Termination-Lessor. IfLcss~ dacrmines at any ting during thc Tcnn of thc Lease that l.~ssor has a bom fi& opponuni~ to sell ~c Prengscs, g~en l.cssor shall havc the option to tcrminatc thc I.cag upon one hundred twcniy (120) days prior wriucn notice to Lcss~, in which case Lcssur shall reimburse I__~_s__~e_ for fig unammoniz~ (over thc ten year gnn of thc Lease) portion of thc cosi of thc improvements to thc Premises conslruct~ by Lcsscc pursuant to fig Construction Work Letter. $3. RiEhl of.~r~ R~f~sal. NotwitltstaadLng l.~:mot's riglu to tcrminalc this Lease as set forth ~bovc. and provick:d that this ~ is in full forco and c/Tat and Lcsscc is not then in default hcrcunc~, Lessor agrccs not to sell or agrcc to sdl thc Pv-~i~ to any third party purchast, r wilhom first offering Lcssc, c thc opportunity to purchase thc P~cmiscs on tim ~m~_ terms and conditions upon wldcb Lcssor intends to sell thc Premises. Lessor shall offer such right by notif)ing [_-,~___cee_ in writing of thc material tr. nns and coeditions upon which Lessor intends to ~!1 thc Premises (thc "Offering Notice"). Lesra:c shall have twenty (20) days Dom Ilu: date of~__~___t~_ s receipt of tim Offering Notice within which to notify l-__-__~3r_ o[cithcr (a) ~'s clcctioe to imsclmsc thc Prcmiscs upon thc tcrms and conditions gt forth in the Offering Notice, or Co) L~__~d_ s election not to pun:base the Prdtniscs upon such terms and conditions. In the cvcm [_~___~c_ notifies l__-~_~r that it docs not clcc~ to po~chasc thc Premises upon such terms, Lessor shall thereafter be free to offer for sal~, sell and cnt~ into a =ontraca for lhc sale of lhc Premisea with Ibc third party upon th~ terms and conditions s~ forth in thc Offcring Notice. If no such sale occurs, then Lessor .shall again provick: with an Offering Noti~ before selling or offering to se. Il llz Premises. In lhc evcnl Les.s~ gives Lessor noli~ thai Lc.ucc does ¢__~c~_. Io purcha.~ lhc Premises upon such Icnns, Leas, or and les.sec shall, for i period of forty (40)days aflcr Lessor's receipt of Leasce's nmic¢ of ¢i¢ctiou to purctta~ emer into good faith negotiations for thc purpose of catering into a definitive agrecmem for thc purchase ami tale of thc Premises incorporating, without limitation, thc terms and conditions set forth in thc Offering Notic~ and _~_h othex reasonable terms and conditions as arc commonly contained in usch agreements. If thc Parties arc uflablc ag;cc upon Ibc terms and conditions of such an agzccmcnt within such forty (40) day pcri~o~ then Lessor ~ thc~a~ be free to offer for L~lc, sell and enter into a contract for thc salc of thc Premises with'~q,'"third Pazty upon thc terms and conditions set forth in thc Offering Notice, or upon terms and conditions more favorable to Loser for a period of one (I) year. If no such sale occurs, thcn Loser shall again provi~ Lessee with an Offering Notice before selling or offering to sell thc Premises. 54. [~ffcc~ of Addend~tm: Except to thc cxtc. m ~g: Lease has been amended by this Add~ndmn, thc remaining te,,'ms and conditions of thc Lease shaft remain in full force and effect. In ~ event of any inconsisl~ncy between the terms and conditions of this thc Lease, the terms and conditions of this Addendum shall control. SHUBIN SERVICES, INC., a California c~ragio~ i Do~h~ Sheik, President CONSTRUC-~tO]g WORK LET]~R la connection wi~ tl~ Sl,~l~rd Induslrial/~~ Singi¢-T~mnt ~-NcI. dat~l April 7, 2000 (the "Lease") to which this Work Letter (tiffs "Work Lclter") is attached and in consideration .of thc muttud covenants be4v. inaffc~ contaimxl, Lessor and Lessee agree as follows: 1. WORK SCHEDULE ~ ~rcto as Exhibit "A" is th~ schedule (th~ "Wort Schedule") sctling forth tl~ time~bk: for tl~ preparation and approval of all spac~ plans and working d~wings and for th~ planning and completion of ins~lafion oftt:nant inq:avvcmcnts to bo constructed by ~ on or in th~ "Premises" (as defined in the Lea.sc) (the "Tena~ Improvements'). ~ Work Sc.h~ui~ sas forth each of the various items of work to be do~ by or approvals to be given by Lexs~ and Le. ss~ in connection with th~ completion of tl~ Tenant Improvements. 2. SPACE PLANS AND WORKING DRAWINGS t Soac~ ,Pl~n~. ~ shall caus~ spa~ plans to be prepared showing ~ ~n~pt~ p~ (~, ~on of~ ~lls, ~n~ ~~, ~~, ~fing ~ ~y ~r improvers) f~ ~ Tc~t ~pr~c~ w~ ~ in~ ~ m~ ~d s~li submit ~c for ~r's a~. wMch s~li nm ~~iy s~ ~ ~y~. If~r ~pprov~ ~y ~ oft~ ~ pl~, ~s ~ of di~ppmvM ~ ~ fo~ ~ ~ for di~ppro~ a~ ~~ ~io~ to t~ ~ pl~ in or~ m ~li~ ~c ~n~ ~. ~ ~ ~ ~ s~ pl~ W ~ r~i~ in accor~ ~ ~r's ~n~ a~ r~b~t ~mc ' f~ ~pr~. b. Plans and S~. O~ ~e ~ pl~ ~ve ~n appmv~ by ~r (~ approv~ "S~ P~') ~'s ~ p~r ~or ~c~t~ s~ll pre~ ~!~ pl~ ~ s~ifi~fio~ for ~~na ~ ~ P~ ~ on ~ S~ P~ w~h s~ll incl~ ~1 not ~ li~l~ to, !~o~ orca, ~go~ng, ~ ~, ~ ~ ~i~h~, plying fixt~,.~ordi~ fl~r i~a ~ ~ ~i~ ~ ~ ~mt ~h ~i~ pla~ ~ ~fio~ m ~r for approve, w~ch ~ n~ ~ unrea~nably ~ or ~lay~ ff~r di~ppmv~ ~y ~ of~ p~ ~ s~ifi~go~, ~ffs ~ ofdi~ppmv~ ~1 ~ ~ fo~ i~ ~ for ~~ a~ ~ggm~ r~aio~ to ~ p~ ~ s~ifimfio~ in order 1o b. Workine Drawings. Based upon ti~ plans and specifications approved by Lessor (as approved, tl~ "Plans ~ Specs") for the Premises, Le. ss~'s architecI and engina'.r shall prepare final working drawings ofth~ Tcna~ Improvements. TI~ working drawings shall includ~ a~chiteclural, mechanical ~ electrical drawings for th~ Tenant Improvcn~nu. ~ shall th~n submit such working drawings to Lessor for approval, which shall not be ~nably with~ld or delayed. If Lessor disapproves any aspect ofth~ working drawings, Lcs~c's noti~ of disapproval shall also s~ forth ils r~ason for di~pproval and suggested revisions to thc working drawings in order to satisfy tbe con.ms of Les.w~. c.. Changes in Plan~. Any changes requested by ! _-es~_cec in thc Spacc Plans, Plans and Specs or working drawings or any oOm' plans and specifications after approval thereof by Lessor shall be prepared by at 1 _~s__cec's sole cog and ~xpens~ and shall be subject to L~,,sor's approval, tes__~ec shall be liable for any delays in completing th~ T~ant Improvements, if any, rr. sulting from such changes. 3. BUILDING PERMIT ~ approval by Lessor and Less~ ofth~ working drawings for ll~ Tenant Improvements, Le. ss~ shall submit th~ drawings to thc appropriate governmental body for plan checking and a building permit. Lessee, with Lessor's cooperation, shall caus~ to be made any changc in th~ working drawings ~ to obtain thc building ix:t'miL ~ final approval oflh~ working drawings (as so approved, th~ "Working Drawings"), no further changes th~rmo may be made without tla: prior written approval ofbuth Lessor and Lcs__~e. 4. COST OF TENANT IMPROVEMENTS Lesscc shall be responsiblc for paymcnt of any and ali costs incuned in connection with construction of tig Tenanl lmprovcme, nts, including without limilation labor, materials, permits and fees. CONSTRUCTION OF TENANT IIvlPROVElvIENTS ~ thc Working Drawings for thc Tcnant lmprovcmcnts have been approved by Lessor and a building permit ~ ~ is~ [ ~ simll c~usc its contr'actor to complctc Ibc Tenant hnprovcmcnls in accord~nc~ with th~ approved Spa~: Phns, Plans and Six:cs a,sd Working Drawiags. Delays in complaion of Iis~ Tcmmt Improvements shall not dc~y th~ Comn~nc~mcnt Dat~ s~t forth in Section 1.3 of the Lease. o~o7oo I 6. F~JLLrp, E OF LESSEE TO COMPLY Any f.~lu~ of ~ lo obtain L~xs~'s approval of improvements to tl~ Pr~mise. s prior ~n ~~ ~ ~1 ~ ~ a ~ ~ lo t~ ~ U~ ~ ~ ofs~h a ~fault ~ ~ ~ ~!1 ~c ~1 r~ av~i~ at hw ~ ~ ~ a ~ a~ a ~aulting te~nt pu~nt a ~t~n ~ ~ng~ ~ li~t~ m ~ ~ ~ ~ ~n 13. ~a~t; Br~h; ~i~, ~d ~on 31. Arrows' F~ ~ ~ ~. SHUBZN SEI~VlCE~'~ ~c., a Dodt~i~l Sh~i'n, ~re~idcnt 2 GUARANTY OF OBLIGATIONS OF L~ss~ PURSUANT .TO LEA$1~ la con~der~on of th~ execution by KICHARD A. KATNI~ ('Lessor') ~ ~ ~a ~ ~ Apdl 7, 2~ (~ '~, ~a ~r, ~ ~or~ ~ ~ S~~, ~C., ~ ~a ~o~ ~ ~ ~ prom~ ~o~ by ~ ~ ~i ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~o~ or ~c~m ~ la ~ ~cnt ~'s ~1~, or ~ ~1~ ~ ~ or ~ ~, m ~y ~ ~ ~y iii ~oun~ ~ ~y ~ d~ ~ ~H fo~ ~ ~ ~ ~ p~ ~ ~d ~ m ~ ~o~ by ~ m ~ ~v~ ~ ~uy ~o~ ~fi~ for ~o~ w~ ~r ~y ~ m T~ ~ m ~y ~ ~ir ~ ~ ~ ~y Ig~. ~ u~~ ~y ~ ~ p~io~ ~oa 281 ~ of ~ Ci~l C~ of ~ifo~ ~ undersigned waive notice of acceplanc~ of thi~ Guaranty and of any d~fault in the payment of additional rent or any other amounts contained or r~,¢~ved in raid Lease, and notice of any breach or non- performan~ of any of the covenants, conditions or agr~:n~ntt contained in ~aid Lease. Thc undersigned further agree that thc liability under this Guaranty of thc undcrsigncd, a~ each of them, shall bc primal, and that in any right ofaction which may accrue lo Lessor, its successors and assigns, under said Lease or this Guaranty, Lessor and its succr..ssors or assigns at thor option may pr~__~__ against thc under~ign~ or any of them, without having taken or conun~nc:ed any action or obtaiued any judgment again_~ ~ and without applying any secm-ity deposit or other property of Lessee or any other person held as collale,'zl security for the performance of the obligations of Le~s~:e under the Le~tse or otherwise to the discharge of the obligations of L¢.~ under the Leas~. The undersigned waive any right to require Lessor to pursue any remedy in I~ssor~s power against ~ and waive as defenses to the obligations hereunder any and all rights relating to any ami-deficiency law, including without limitation any fight to a fair value hearing under California Cod~ of Civil Proc~lu~ Section 580a, and further waive as defens~ the pleading or defcn.~ of any statute of limitations. Any partial pa)meat, performance or other circumstanc~ which operates to toll any statute of limitations as lo I~cs__~cc_ shall operate to toll the statute of limitations as to thc undersigned, and ~ach of tiara, under this Guaranty. Thc undersigned agree that in the event Lessee shall b~x;ome insolvent or shall bc adjudicated a bank~pL or shall file a pctition for reorganization, an'angcmcnt or similar relief under any present or future provision of thc Federal Bankruptcy Code, or any other act for thc rclicfo/dcixo~ or any similar acts or law, or if such a petition filed by creditors of Le. ssec shall bc approved by a Court, or if Lessee shall seek a judicial readjuamcnt of thc rights of its crcditors under any present or futurc fcdcrai or state law or ifa rcccivcr of all or part of Lesson's property and assets is appointed by any state or fcdcrai cou~ and in any such proc__~.:ca__ing thc Lease shall bc termiuatcd or rejected, or the obligations ofl t~__~,~_ thereunder shall bc modified, thc undcrSigned, and cach of them, will immediately (a) pay to Lessor, or its successors or assigns, an amount equal to all unpaid rent and other amounts accrued under th~ Lease to the date of such termination, rejection or modification, plus (b), at the option of Lessor, its ~rs and as.signs, either (i) pay to Lessor, or its succe.ssors or assigns, an amount equal to the then cash value of the teat and additional rent which would have been payable under the Lease for Ih~ uuexpired portion of the term of the Lease if it had not been terminated, rej~'ted or modified, less the then cash rental valu~ ofth~ premises which a~the subject of the ~ for such unexpired portion of the term of the Lease, taking into consideration the Lease as modified, if such is ~ ~ or (ii) if the Lease is terminated or rejected, e.x¢cute and deliver to Lessor, or its successors or assigns, a ~w lea.~ with the undersigned, or either of them, at [_e~_~r's option, as Lessee for the balanc~ of the term and upon thc sarue terms and conditions as the terminated or rej _e~_ _¢-,!_ l..~as~, and will pay l~r interest on ~ amounts which become payable and arc dr..signated in (a) and (b)(i) above at th~ maximum per annum rate then chargeable by 1 ~_~_ unch:r thc then applicable usury law from the date of such termination, rejection or modification to ~ ~ of payroll,, including any period of time alter any breach or default hereunder. Ncither thc obligation of thc undersigned, and each of them, to mak~ payment in accordance with thc terms of this Guaranty nor any remedy for thc cnforcemenl thereof shat! I~: impaired, modif~:l, changed, relcascd or linfited in any manner whatsocver by any' impairment, modification, change, r¢lcase or limitation of the liability of l..css~, or its cstate in bankruptcy, or otherwise, or of any remedy for thc cnforccn~nt thereof, resulting from thc operation of any pre~nt or future provision of the Federal Bankruptcy Code or any other statute, or from thc ck:cisiou of any Court_ Lcssor may, withota nolicc to or dcmand upon thc undcrsi~, or any of tlc. m, and without affccting thc obligation of thc undcrsigned, and cach of them, hcrcuod~, ~ and hold sccurity for Iht obligations undcr this Guaranty and thc I.x.a~, add to, cxchang~ or rclcase any such security, apply or realize upon such s~curity as Lessor determines and release, add or subslitute any one or more guarantors should more than one person or entity bc or ~come liable on this Guaranty. l__~s~r may cxcrcir~ any right or remedy il may have agairm ~ or any sccttrity held by Lcssor without impairing thc obligation of the undcrsigned, or any of thcm, on this Gum'anty, and undcrsigncd, and cach of titan, waivc any dcfcnsc arising out of thc abscncc, i_~n?__irmcnt or loss of any right of k,~mik guaranty..wp, J I reimbursement, subrogadou or oth~x rcmcdy of'itu: undcesign~ against Lcs~c or any such sa:~riry, wlw. a~r rc~dling from any ck~ou by Lcasor or otherwise. Should any aaion at law or in cquity bc fli~ o~ lnstimtr, d lo construe ti~ t~ms c~ for th~ breach o/~ m enforce thc teams o~ or to intcrprct or dcclarc tl~ righu ot'fl~ panics under this Guazanty, tl~ ~ party(ics) in such action sb~ll, in addition to all other relict'afl'ordeal to thc suc:ccss~ party(ks), recover its or tier costs and cxpcas~ (whcthcr or not taxable) and reasonable attorneys' fccs incurred in such action. Thc undcrsign~ ag~cc that this Guaranp/is made and executed unctcr and ~1 ~ ~~ in ~r~ ~& ~ ~ d~ S~ of ~lifo~ ~ ~ ~ ~ S~ ~ ~lifo~ ~1 ~vc j~i~on ~y ~on b~g~ u~n ~is G~ and ~t vcn~ ~y ~ pla~ ~ ~ Su~or ~ of~ ~un~ of O~gc ~ ~ ofp~ in ~r~ ~th t~ ~ifo~a ~ ~ Civil Pr~ ~ ~ ~ ~ Lessor may, with or without noticc to thc undersigned, or any orthcm, assign ~ Guaranty in whole or ia parc The un~rsign~! cxpr~sly waive thc provisions of S~ction 2845 of LM Civil Cod~ of California. All notices rcquircd or l~,,nnittcd hcrcundcr or at law shall bc in writing and dclivcrc~ by l)crsorml &livery or certified or rcgistcrccl mail. mum receipt rcqucstcd. Notices to Lessor shall bc to its ad&-css spc~ificd in thc Lease and notices to Guarantor shall bc W Guarantor's adctrcss set forth below their signaturcs..Any not]cc personally ck:tivcrcd shall 5c cffcctivc upon dclivcry. Any noficc sent by registered or ccrti~ mail, pos-rage prepaid and properly addrcss~ skall bc cffcaivc on thc date of rcccipt, rc. fu~l or non-.dclivcry indicat~ on thc rcmm rcccipC Eid~cr Lessor or thc un~rsignccl may change iu or their adclrcss for n~iccs by noticc to thc other in th~ manner st~cifi~ in this paragraph. EXECUTED this ~._day of Apdl, 2000 katuikguaran~y.wpd 2 MEMOILANDUM DEPARTMEN'T OF TRAN.KPOR~ BI'SINES;N TRANSPORTATIO,~ iOllgIN¢; AGE'~'¢','. ~DITFIIERN DATE- TO: FEBRUARY 23, 1999 o BRENDA MORRISON, CHIEF REAL PROPERTY SERVICES FROM- REGARDING: MICHELE SMITH ASSOCIATE RYW AGENT EXCESS LAND SALES EXCESS LAND COUNTER OFFER ON DECENfBER l I 1998 AN OFFER TO SELL EXCESS LAND AT THE APPRAISED VALUT OF $~WAS MADE TO THE ADJOI-NTNG OWNER OF PARCEL 073891-01-01 THE OWNER HAS PI:LESENTED THE SALES OFFICE WITH THE FOLLOWI'NG COUN~R OFFER: $ PURCHASE CASH OFFER TO CLOSE W!THffN 90 DAYS. $ :PURCHASE FINANCE OFFER WITH 25% DOV, W AND TI-i:E STATE CA.R.RY~G AT 8% FOR 10 YEARS. THE EXCESS LAND PARCEL IS LANDLOCKED A~'D IS NOT SELLABLE TO ANT' OTHER Bt.hTR.' I PROPOSE YOUT, APPROVAL OF A FINAL COLINU~R OFFER TO ~ BU ,WER AS FOLLOWS' · S~~~URCHASE CASH OFFER TO CLOSE v,q:THTN 90 DAYS. THIS SALES PR.ICE REPKESENTS AN I I% (NON-SUBSTANTIAL) REDUCTION FROM Ti~ APPRAISED VALUE. ALSO, THIS OFFER IS IN TI~ STATES BEST INU-EREST AS A SUCCESSFUL SALE WILL ELIMINATE LONG TERM MAINTEN~'CE COSTS. RECOMMENDED BY: · B REND A MOR~tLISON, CHIEF RIGHT OF WAY REAL PROPERTY SERVICES SOl 5TI IERN RIGHT OF WAY REGION APPROVED BY CAROL DEVORKIN, OFFICE Ctt~F I~EGIONAL R/GHT OF WAY REAL PROPERTY SERVICES MANAGER PURCEASE AND SALE FULL PAYMENT In this agreement dated Februa~ 26. 1999 by and between Norman P. Katnik hereinafter known as BUYER a~d STATE-OF CALIFORNIA, DEPARTMENT oF TRANSPORTATION, hereinafter known as SELLER, the parties agree as follows: For the sum of~HUNDRED THOUSAND DOLLARS agrees to purchase and Seller hereby agrees to sell th known as; , Buyer hereby - property common_iy Those portions of Block "A" of the Dresser Tract, in the city of Santa Aha, County of Orange, State of California. as shown on a map recorded in Book 12, page 83 of Miscellaneous Records, in the office of the Recorder of Los Angeles County, California. Legally described on Directods Deed No. DDU:0T3083-01-01 attached as Exhibit "A". a copy of which is Subject to the following conditions: 1 All sales over a value of $15,000.00 are subject to the approval of the California Transportation Commission. (CTC). Tendered with this agreement is a check in the amount of $ .$10.000.00 as a deposit for said property. Said demand shall be made, in wrfting, following approval of the sale by the District Cq~fice. at the time the fully executed Director's Deed is available for delivery and recordation. 2of3 .. .o,.O · · .. :.';; !- - . · :. . '7;'.! · · . . ,.' .. · .- · '- - ~.'-. ,. .L'. . .. ...: , . · 7.'.' }. ~-' II! The buyer agrees to pay any and all recording fees, documentary stamp tax and monumentation fees chargeable by the County Recorder. At a later date, the Seller will request that these fees be forwarded. In the event that Califomia Transportation Commission fails to approve this sale, all monies heretofore paid by the Buyer will be refunded including interest thereon. V It is expressly understood by the Buyer that the fight, title and interest in the property to be conveyed shall not exceed that vested in the State of California and that no policy of title insurance will be furnished by the Selier. If a policy of title insurance is desired, the Seller will obtain one, upon request, at the Buyer's expense. The property is being conveyed subject-to any sF~cial assessments, restrictions, reservations or easements of record and subject to any reservations contained in the Director's Deed. Buyer may examine any irrformation the Seller has relative to these matters. The Seller is willing to process this sale at no charge to the Buyer, except as set forth in paragraph !II above, or the Buyer, at his option-may open an escrow at his own expense. No escrow fees will be paid by the Seller. VII The Buyer and Seller agree that title to the property, being conveyed shall pass when full purchase pdce has beech paid in full and the Director's Deed has been recorded. The buyer shall have no use of the property until the Director's Deed has been recorded. ,3 of 3 ,the above terms and conditions of sale. Please indicate exactly how title is to be vested The terms and condi(ions of the above agreement are hereby accepted, subject to bhe approval of the C. aiifomia Transportation Commission. MICHELE SIVIITH Associate PJght of Wsy Agem Department of Transportation E~cess Land Sales Phone (714) 724-2444 -. .! ! '? .-. ., · . · .r Attachment April 7, 2000 City of Tuefln 300 Centennial Way Tustin, CA 92780 ATTENTION: REGARDFING: Dear Mr. Meyers, Mr. Joe Meyers Senior Management Analyst Public Works Federal Disposal Service Pro~ Use at. '1430 & 1502 N. Poinsettia Street Pursuant to the request of Mr. Don Shubin of Federal Disposal, we have reviewed the ~ development and use of the above property for their Operating Facility in accordanc~ the bid requirements aa requested by the City of Tustin. In preparing this evaluation we have visited the proposed site, met with the site owner, and planning staff of the City of Santa Aha, as well as reviewed all of the City of Santa Aha development criteria for the proposed use. The site is Zoned Heavy Industrial and the proposed use as an Operating Facility is consistent with that zoning. The consolidation of the second parcel at 1502 Poinsettia an 1-5 remnant into the ex~sting parcel will nassatate Site Plan Review by the City of Santa Aha. A specific development plan will be prepared and submitted to the City of Santa Aha for site plan review and approval. Itemized below are the major elements to be incorporated in the development plan as determined from discussions with City planning staff. Them are currently a number of stru~res on the site, which we believe are both conforming and non-conforming, to the appropriate code standards at the time of their construction. It would be out intention to demolish and remove all non-conforming structures, leaving three orefabdc~tecl metal building that appear to of been built in conformance with current ;:odes at the time of there co--on. These building would be improved to provide disabled access in acx:ordance with State of California Title 24, Part 2 (CBC) and American with Disability (ADA) standards as necessary. 16421 WIMBLEDON LANE HUNTINGTON BEACH, CA 92649 (714)840-,5488 FAX (714)840-0446 ARCHITECTURE PLANNING CONSTRUCTION DEVELOPMENT o ._ Apdl 7, 2000 City Of Tustin The site would be enclosed on the penn Street and Freeway on-ramp sides with foot high solid masonry wall and landscaped setback where po~ible. The masonry wall would be articulated with landsca~ indentations with wrought iron openings. The lot linea adjoining existing industrial' uses would, be enclosed by a ~l~oot high The unpaved portions of the 1502 lot and drive a~ches would be graded and paved based on heavy truck usage design standards, to provide truck and automobile parking. Site and secudty lighting would be provided in accorda~ with the City of Santa Aha standards. Essentially the proposed improvements would be similar to Federal Disposals current facility at 1661 E, Palm Street in Santa Ana, which has b,=cn well received by both the City and the local neighborhood. in the intedm while the Poinsettia property is being developed as well as in the future if so desired the 16~1 E. Palm Street property could be used for customer service operations and is in complete conformance with disabled access requirements. The specific final improvement requirements will be determined dudng the Site Plan Review process by the City of Santa Aha, which takes approximately 4 weeks. However, from our previous development of the Palm Street property in Santa Aha and discussions with staff on this Poinsettia property we feel t~is good represent~on of the development that is likely to be required. If you have any further questions please do not hesitate to contact me Sincerely ELLIO'r'r A~$OC~TF-~ Bert Elliott, Architect BUDGET 14.30 N POINSET'T1A LOT IMPROVEMENTS [TYPE OF WORK TO BE DONE ! ARCHi-i-=,CT OF_MO RESTROOMS WINDOWS GATE & BLOCK WALL ROOF' FAC. ADE & METAL P,~=AIR CCNCP,_ ~_ ~;ASHPALT PATCH =~_LF_CCTR!CAL TOTAL PLUS 10% CONTINGENY GRAND TOTAL: AMOUNT 5,000.00 15,000.00 5,000.00 5,000.00 30,000.00 15,000.00 15.000.00 25.000.00 11,500.00 rorer. J 5,000.00 5,000.00 20.000.00 25,000.00 30,000.00 80,000.00 75,000.00 ~0,000.00 115.000.00 1"15,000.00 i 126,500.00 ?2e,5oo. oo j Budget at 14,30 N. Poinsettia assumes: · No fire s~dntder · Not ~m.olying with ~rrent parking, other. · No lighting. · Asi~i~aJt of caoa~ to hancl/e truc~ · Sewer & wam~' in Cal-Trar~ lot buMget. BuCget providect herein is just a best guess based on antidl=ated im0mvemems from ~he C~ty of Santa Ana. Ac~al ~s~ could vary greatly. BUDGET CAL.TRANS LOT IMPROVEMENTS · · 7'f'PE OF WORK TO BE DONE CIVIL -~NGiN~NG ARCHITECTS _=LOCK WALL - 3A7 FE-_--i' X ~5 GP. ADE ASPHALT - 30000 SF X 1.5 CURB & G~- 100 CFX$10 UGH'i'ING 10 POLES $3,500 =.E.A. WF, CGHT IRON AMOUNT' TOTAL 15,000.00 15.000.00 5.000.00 20.000.00 19,_n8-_5.00 39,085.00 10,000.00 49,085.00 45,000.00 ~,085.00 1,000.00 95,085.00 35,000.00 130,085.00 10,000.00 I~0,085.00 1 - APPROACH 2.000.00 142.085.00 I - C'JLVF-RTS 2.500.00 I/-.~.585.00 LUMP SUM 10.000.00 154.5,85.00 CERTiiRCA"rES & CITY CONNECT70N F=~ WAT~'R. lO,OOO.oo Is4.5~5.oo 3.500.00 168,085.00 ii TOTAL 168.085.00 ~ PLUS 10% CONTINGENCY $ GRAND TO TAL 16,808.00 $ 184.893.00 '1' _=ucge[ provided herein is just a best guess based on anticipate<3 improvemems ,'rom me C~W of San~ Aha. Accel ~Sl:S ccuid vary greaa'¥. GE. Ca. pi~ai April 4, 2000 714 456-,9,15.~ £~' ?z 4 .,',~;..94,r3 ~l~ul~n Se~ Inc~ Arm: Don.ShUSh 1M1 E. Palm St~ - Re: $1.000.000 SBA Lgan Dear Mr. St~ubin: GE Capital Small Business Finance Coq3oration ('GE Capital') is pleased to present to you fie below- cI__~.~t_, bed Loan Proposal (the 'Proposal'). Bear In mind that this Pro _posa__l is for discussion purposes only. This Proposal is as follows: : 1. _ ~rs: The Borrower shall be Shubin Services, Inc. .2, Gu{!mntor(s): Don Shubin 3. Loan pfin. dpa! Amount: $1,027,438 4. Loan Term: F'rve (5) years .. , Irfferest Rate: The interest rate will adjust on a monthly basis at 1.85~ above the Wall · Slzeet' Journal's Published Pdme Rate. . Pavrnents: The loan shall be repaid in monthly payments of prindpaJ and interest. Based on the above described interest rate, the initial monthly payment shall be ~F22,282. The paYme~ will be applied to accrued interest and any remaining amount t~ principal. This monthly payment may fluctuate up or down, during the loan term, with fluctuations in the pdme rate. , Collateral: Bon'ower shall grant GE Capr~al a first priority security interest in the followfng: a. '2nd mortgage on commercial p~operty ~ocated at 1661 'E. Palm St., Santa Aha, CA 92701 b. General UCO-1 filing against assets of Shubin Services, inc. & Federal Disposal Services. Use of Loan P~..ce_~s: It is anticipated that the proceeds of the loan will be disbumad as a. Approximately $1,000,000 for the required tenant improvement and the ac~uisitio~ of carts a~ bins as specified in contract for the City of Tustin Project. , caottal Injection: It is anticipated that Don Shubin will provide $13 towarcl working capita{ for the operating business. The source of this capital injection must be identified in your application and must be injected prior to GE Capital's funding. .~._.~Y. Qj/.~: The terms of this Proposal may only be altered in writing by an authorized mprasm~31Jve of GE Capital. 1 1. Irtsuran .ce: All insurance (title, fire and theft, flood, extended cover~e and liability and life) is t. lle re~x)rtsibilJty of Borrower. The Borrower will be responsible for maintaining in force property insurance with companies and in amounts and coverages satisfactory with GE 12. SBA _.Approval: GE Capital contemplated approval of this transaction will be subject to and contingent upon the credit approval of the U.S. E~zli Business ,N:Imirtistratton. 13. Exoir~o~: This Proposal shall expire or~ ~odi 15, 2000, if GE Capital has not received your acceptance hereof by such date. '14._ Transaction Cost: Borrower will be responsible for all closing and transaction costs. '! $. Good Faith Deposit: $10,000 Refundable minus a~,ual GE costs, if City of TustJn contract is r~ot executed. 16. Accemrlce: Ely signing below you acknowledge the terms and conclitlons of ~is PrOlX~l. Upo~ receipt of the executed Proposal Letter and a__r'co_mpanying Good Faith Deposit at the aclclress stated above, GE[ Capital shall commence its investment approval process including a business, credit, legal and environmental investigation. If invesa'nent apl:xzwal is obtained, the Good Faith Deposit will be applied to the pedodic iftstalIments (except for a docum~on marge of, $1,500_. Sum documentation charge may be reduced In Be event that GE Capital utilizes outside legal counsel to do,merit the loan). If Investment approval is not obLaJned, the Good Faith Deposit will be prom.~Jy refunded (less the cost of o-edit verification and investigation and any out of pocket expels incurred such as appraisal fees, legal fees, etc.), in the event that GE CapitaJ approves the loan substanflall~ upor~ the terms of this Proposal (or such other terms to which GE Capital may hereinafter agree) and the loan does not close within 90 days from such approval date the~ the Good Faith Deposit · shall be cleerned earned by GE Capital. GE Capital acceptance of ~ Good Faith Deposit ~alI not in am/way constitute a commitment by GE Capital to provide the loan describ~ in this Proposal. ,= EXHIBIT G LETTER FROM FEDERAL DISPOSAL DATED MARCH 30, 2000 Federal Disposal Service Shubin Services, Inc. March 30, 2000 Mr. Joseph Meyers Senior Management Analyst Public Works Department City of Tustin 300 Centennial Way Tustin, California 92780 Subject: Integrated Solid Waste Management Services Proposed Start. Date of November 1, 2000 or later Dear Mr. Meyers, Pursuant to our conversation, Federal Disposal Service is prepared and sees no issues with a proposed start date occurring on or later than November 1, 2000. AI~, I am continuing to review the Franchise Agreement reporting requirements and will be prepared to offer a'task schedule within 10 days of award. Thzmk you for your comments. Please call if you have any qUestions. Donald Shubin President c. Laith Ezzet, HF&H (714) 542-7701 Phone (714) 542-8435 Fax P.O. Box 118 Santa Aha, CA. 92702 1661 E. Palm St Santa Ara, CA. 92701 EXHIBIT H MEMORANDUM FROM TUSTIN CDD DATED APRIL 21, 2000 DATE: April 21, 2000 Inter-Com TO: Tim Serlet, Director of Public Works , / FROM: .~,)~abeth A. Binsack, Director of Community Development SUBJECT: Review of Information Related to Proposed Operating Facilities of the Proposed Integrated Solid Waste Management Franchise for the City of Tustin The following are my comments based on review of the "Response to Request for Information Related to Operating Facilities for the Integrated Solid Waste Management Franchise, City of Tustin" dated April 7, 2000 and submitted by Federal Disposal Service ("Bidder"). This review assumes that the Bidder will collect a variety of solid waste and provide transport to a waste transfer station, and that the facility would store, service, fue!, and repair vehicles and equipment. No collected solid waste would be stored or 'processed on-site. To meet these requirements, it was assumed that the Bidder would need to expand and/or reconstruct the existing buildings, install and operate a paint booth, install a wash rack and underground/above ground fuel tanks, and store hazardous matgriats (oil, solvents, etc.). Given the details provided in the bid submittal, it does not appear that the existing facility at 1861 E. Palm Street can support the proposed functions. The Bidder occupies twenty-five (25) percent of the facility; the remainder is leased to other occupants on short-term leases. Twenty-five percent of the existing building is 11,750 squsre feet, however the Bidder notes they currently lease a 3,000 square foot office 8nd a 3,000 square foot mechanic shop with two bays. There is no indication of storage area for bins or vehicles. There is no information regarding the location of specialized equipment for maintaining the vehicle fleet such as paint booths or wash racks. The Bidder states that "FDS may have additional space at the (Palm Street) facility for performance of the City of Tustin Franchise" but does not provide evidence of this potential arrangement from the property owner. On April 7, 2000, I had a discussion with Jeff Rice, City of Santa Ana Senior Planner, in which he indicated that the proposed intensification of the use at 1661 E. Palm Street was not consistent with General Plan land use designation and the surrounding land uses. In a subsequent letter dated April 7, 2000, the Bidder states that an alternative location at 1430 and 1502 Poinsettia Street will be developed. The development that is described by the Bidder for an alternative site on Poinsettia Street is comprised of two parcels that may not be available for development in a timely manner. Clarification would need to be provided. The proposed site is comprised of a 30,000 square foot lot with three (3) metal buildings and an adjacent Tim, Serlet Integrated Solid Waste Management Franchise Review Page 2 of 4 37,000 square foot lot owned by Caltrans. The Bidder included a letter from the property owner of the first lot with a proposed lease agreement and an internal memorandum from Caitrans. The lease agreement references a commencement date of August 1, 2000. The memorandum from Caltrans is more than one year old and contains a parcel number that does not correspond to information provided by the City of Santa Ana. Although the memorandum authorizes a sale price, it does not represent a purchase agreement between Caltrans and the Bidder. The Bidder should clarify the length of time it would take to negotiate a purchase agreement with Caltrans. Given this unknown, executing timely site development and/or redevelopment may be difficult. The development proposal provided by the Bidder for the alternative site on Poinsettia Street does not reflect the full scope of actions, work products, improvements, or costs that would be required to establish a fully operational facility to meet City requirements. The proposal does not include:. An analysis of site/building compliance with the Uniform Building Code and recommended improvements necessary to comply with type of construction, use or occupancy classification, accessibility, etc.; An analysis of structural conditions prepared by a Structural Engineer and recommended improvements for proposed buildings, accessory structures, and equipment; Specialized maintenance equipment such as wash racks or paint booths that would be necessary for proposed operations; Plans or associated fees for City of Santa Ana discretionary actions or pe,,'mit processing; Building and site improvement plans to be submitted for review and approval by the City of Santa Ana and other appropriate agencies; A preliminary soils report prepared by an Engineer and recommended soil treatment to support this facility; and An analysis that indicates that the site consists of or will consist of ap, propriate paving materials to support heavy trucks. Additional associated costs are unknown given the lack of information provided. The following outlines the process, estimated timeframes and required permits for an operational facility. My staff contacted the City of Santa Ana Building Department, the Orange County Health Care Agency, and the Air Quality Management District and obtained general time frames to establish a vehicle fleet facility. Tim Serlet Integrated Solid Waste Management Franchise Review Page 3 of 4 .. .'. Process: . Obtain zoning and CEQA approval: Estimated date of approval is three (3) months from date of application submittal. The following discretionary actions would be required based on the April 5, 2000 City of Santa Ana letter: · Parcel Merger or Tentative Parcel Map/Final Parcel Map 10 weeks · Lot Line Adjustment 10 weeks · Conditional Use Permit 12 weeks · Environmental Documentation 12 weeks 2. Submit approved plans into plan check to obtain bUilding permit: Estimated date of building permit issuance is four (4) months from date of plan check submittal. Commercial Buildings: New, additions, alteration or remodeling of structures require a plan check process through the Building Department. All code and structural engineering review completed by the Building Department (first review is 4-6 weeks, rechecks average 2-4 weeks). Gradia~ & Paving: New or improvements to existing facilities require a plan check process through the Public Works Department (first review is 4-6 weeks, rechecks average 2-4 weeks). Street Improvements: New or improvements to existing facilities require a plan check process through the Public Works Department (first review is 4-6 weeks, rechecks average 2-4 weeks). Paint Booths: New or improvements to existing facilities require a plan check process through the Planning Department for site review and setbacks and Building Department (review is 4-6 weeks). The Building Department routes plans to the Santa Ana Fire Department (review is 2 weeks). Fire rechecks are reviewed as soon as work allows. The applicant would be required to obtain a "Permit to Construct" and "Permit to Operate" through the Air Quality Management District (review is 3 months). Fuel Tanks: New or improvements to existing facilities require a plan check process which is coordinated through the Building Department. The approval of plans would need to be processed through the Orange County Environmental Health Department (review is 2-3 days) and the Santa Ana Fire Department (review is 2 weeks). Fire rechecks are reviewed as soon as work allows. Permits are issued after plan' approval, in addition, the applicant would be required to obtain a "Permit to Construct" and "Permit to Operate" through the Air Quality Management District. AQMD average review is three (3) months. Tim Serlet Integrated Solid Waste Management Franchise Review Page 4 of 4 . Wash Rack/Steam Cleaning Operations: Installation of specialized equipment requires a plan check process through the Building Department. To install wash racks, a "Discharge Permit" from the Orange County Sanitation District would be required prior to issuance of building permits. This would allow a connection from the wash rack drainage system to the sanitary sewer. Construct approved improvements: Estimated date of completion is four (4) to six (6) months from the start of construction. · Grading/Street/Parking Lot Improvements: · Building Construction: · Fuel Tank Installation: · Block Walls:. · Paint Booth/Equipment Installation *Estimated times could run concurrently. 3-4 weeks 6-8 weeks 3-4 weeks 2 weeks 5 weeks Summary of Estimated Required Permits: · Zc,ning, City of Santa Ana · Site Plan approval · Lot Line Adjustment · Conditional use Permit · California Environmental Quality Act, City of Santa Aha · Building Permit, City of Santa Aha Building, Public Works Planning, and Fire Departments · FullTank Permit, OCHCA · Permit to Construct, Air Quality Management District · Permit to Operate, Air Quality Management District · Discharge Permit, Orange County Sanitation District If you have any questions, please let me know. CC: William Huston Lois Jeffrey Joe Meyers FDSReview.doc EXHIBIT I CONSULTANT REPORT llj/ l, APR2 6200.'9 ! 3o9~ '97cstcrly PI.cc..qm.- '.:.*5 N,."~.Tcm Beach, Calif~,rn.: :J2660-2 ~ 11 Tci,.T}-,:me: 7 ] 4,'251-862 ~'. Fax: 714/251-9741 Fremont Newport Beach Sacramento April 25, 2000 Mr. Joseph Meyers Senior Management Analyst Public Works Department City of Tustin 30~ Centennial Way Tust:m, Califorr2a 92780 Review of Bids for Integrated Solid Waste Management Services Dear Mr. Meyers: ., We have completed our review of the bids submitted to the City of Tustin (City) in response to the Ci~'s Request for Bids (RFB) for Integrated Solid Waste Management Services. Bids were received from the following eight hauling companies: CR&R/SolagDi~posalDisposal; o Edco Disposal Corporation; · Fe,:ieral Disposal Service (Federal); · Newco; · Norcal; · Taormina L'~dustries; · Ware Disposal Company; and, · Waste Management (WM). Trds revort: · Summarizes the rates proposed by the eight bidders; · Identifies the lowest responsible bidder; · Identifies the savings to the City's ratepayers based on the lowest responsible bid; and, · Describes the proposals submitted by the apparent low bidder, Federal Disposal, and the lowest responsible bidder, Waste Management. recycleC~ 0 DaDer ~-"~-~ HILTON FARNKOPF & HOBSON, LLC Mr. Joseph Meyers April 25, 2000 Page 2 PROPOSED RATES Each bidder submitted proposed rates for residential, commercial, and roll-off box service using Attachment 3 of the RFB. Using a standard number of customers based on existing service levels contained in the RFB, each bidder calculated (and we verified) the annual rate revenue that would be generated by the proposed rates. Total annual rate revenue, from lowest to highest, is summarized in Table 1 beloW: Table 1 . . o Bidder Federal Disposal Service Waste Management NORCAL TOtal Annual Rate :: RevenUe $4,224,000 4,703,000 4,715,000 % InCrease Compared to Low Bid 11.3% 11.6% .4 TaormLna Industries 4,750,000 12.5% '~. 5. CR&R/Solag 4,867,000 15.2% 6. Ware Disposal Company 5,563,000 31.7% 7. Edco Disposal Corporation 6,696,000 58.5% 8. NEWCO 6,746,000 59.7% A detailed breakdown of the proposed rate revenue by line of business for each bidder is shown in the exhibits contained in Attachment 1. Individual calculations of the rate revenues for each bidder are contained in Attachment 2. LOWEST RESPONSIBLE BIDDER CiW of Tustin staff and the City Attorney have determined the apparent low bidder, Federal Disposal, is not responsible. Our complete evaluation of Federal Disposal's proposal is contained in Attachment 3. A summary of the reasons why Federal Disposal's proposal is not responsible is provided below: Federal does not have a viable permitted site to serve as a yard for its collection vehicles, maintenance yard, and customer service facilities (refer to the City staff report for details on the site zoning/permitting issues); · Federal does not any experience providing solid waste collection and recycling services to cities or counties; it does have experience providing solid waste services rec¥cieo ~,~, paper HILTON FARNKOPI: & HOBSON. LLC Mr. Joseph Meyers April 25, 2000 Page3 to military bases, but the scope and complexity of the services provided and the size of these military contracts is significantly less than that required to serve the City of Tustin;. · Federal has never transitioned service from another solid waste hauler for an agency similar in size to the City of Tustin; · Federal has never converted an agency from manual refuse collection to an automated tbzee-cart system for refuse, recyclables, and. yard waste; Federal has .... remely limited experience conducting public education campaigns a_~d preparb, g recycling education materials similar to those required in the City of T~stin; ' Federal has n:~t previously performed large-scale residential billing to individual dwelling ur~its and does not currently have the customer service infrastructure to s'apport it; · Federal has Z?dted financial resources, and the Tustin contract would more than double the size of the company. There.;ore, as shown in the Table 1 on the previous page, Waste Management (WM) was the lowest responsible bidder. Our complete evaluation of Waste Management's proposal is contained in Attachment 4. COMPARISON OF WATE MANAGEMENT'S PROPOSED RATES AND ANNUAL RATE REVENUE TO CURRENT RATES We compared ~",e rate revenue proposed by WM, the lowest responsible bidder, to annual revenue at current rates. WM's proposed total rate revenue would result in armual savings of approximately $2,112,000 to the City's residential and commercial ratepayers (see ?age 1-2 of Attachment 1). Over the seven-year term of the agreement, total savings to t~he ratepayers will be approximately $14.8 million compared to current rate revenue, as savings of approximately 35%. The proposed monthly residential rate for automated refuse, recycling, and yard waste collection will decrease from the current amount of $12.74 per month to a new rate of $12.25 per month, a reduction of 3.8%. ~ecyc~eo f,.,,~ 13a~er HILTON FARNKOPF & HOBSON, LLC Mr. Joseph Meyers April 25, 2000 Pa-ge 4 Proposed rates for commercial bin service will decrease significantly. On average, rates for commercial bin service will decrease by approximately 45%, although the specific amount of the reduction will depend on the each customer's individual service levels. Residential and commercial rates will be fixed for the first two years of the agreement. Thereafter, rates will be adjusted annually based on the landfill disposal gate rate at the Orange County landfills, and changes in the Producer Price Index using the rate aa~us..ment formula contained in the franchise agreement. .. ..-. We will be available to answer questions about our report at the City Council meeting when this matter is considered. If you have any questions prior to the meeting, please call me at 949/25!-8628. ~~uly yours, t/Laith B. Ezzet, CMC Senior Vice Pres~_dent Attachments: 1) Summary of Proposed Rates and Rate Revenues 2) Detailed Rate Revenue Calculations 3) Evaluation of Federal Disposal's Proposal 4) Evaluation of Waste Management's Proposal ,.-.,I Tustin Rate Revenue Calculation. Federal Disposal Proposed Rates Residential. Multi-Family and Commercial Cart/Manual Can Rates Estimated Proposed Existing Monthly Annual Row Service Monthly Service Units Billings Billings Rate , 1 Automated Cart $ 12.17 8,773 $ 106,767.00 $ 1,281,204 2 V~anualCan 5 7.34 737 $ 5,410.00 $ 64,920 3 Total Cart/Can BiIlingrs I $ 1,346,124 (~ommercial and Multi-Family Bin Rates i Container Pickups per Week Row Size 1 2 3 [ 4 [ 5, 6 4I 2 Cubic Yards 5 35.53 5 63.51 5 91.5015 119.4815 147.47 5 175.45 5 3 Cubic Yards $ 39.95 $ 72.35 $ 104.76 $ 137.16 $ 169.56 $ 201.96 6 . 4 Cubic Yards $ 44.37 $ 81.19 $ 118.01, $ 154.83 S 191.65 $ 228.48 Commercial and Multi-Family Bin Distribution Matrix - Number of Bins [Row[ Containersize [ 1 2 [' - Pickups per Week3 ! 4 I 5 6 Total 7 2 Cubic Yards [ 84 20 91 ' I 1 2 116 8 3 Cubic Yards 253 562 340 125 132 62 1,474 9 4 Cubic Yards , 30 80 97 23 49 46 325 10 Total J 367I 662 446I 148[ 182... 110 1,915 5ource: Waste Mar, agement, Inc. The Ci~. does not assume any responsibili~' for the accuracy, of the reported information Commercial and Multi-Family Bin Billings Container Pickups per Week · Total Row Size 1 t 2 ] 3 ! 4 I 5 6 · 11t 2 Cubic Yarcis $ 2,9855 ,2701 $ 824j5 _ls 147 S 3515 5,.~7/ 12 3 Cubic Yards 10,107 40,661 35,618 17,145 22,382 12,522 138,435 13 , 4 Cubic Yards 1,331 6,495 , 11,.,!4_7 3,56~. 9,391 10,510 42,735 14 j Total Monthly Billings j S 14,423 S 48,426 I$ 47,889 t S 20,706 t 5 31,920 I S 23,383 $ 186,747 !5 I Total Annual Billin.~s ! 5 173,076 5 581,112 I $ 574,668 I 5 248,472 t S 383,040 I S 280.596 $ 2,240,964 Roll-Off BOx Billing~ Row Description Billing Unit Units per :~. prOpOsed ' EstimatedAnnUal Year Rate i :Billin~ , t6 Pull Cha~e # of Pulls 3,002 $ 87.~ 5 261,864 17 Disposal/Processing Charge # of Tons 13,407 $ 28.00 $ .375,396 18 Total Roll-Off Box Billings t ! 5 637,260 ~ummary of Project?d Annual Billin~ I 19 Residential, MulE-Family, Commercial CaR/Manual Can Billings ' I $ 1,346,124 20 Commercial and Multi-Family Bin Service Billings I 2,240,964 21 Roll-Off Box Billin_czs 637,260 ~ ~ Total Projected A_maual Billin.gs j 5 4,224.348 Special Services Row { Descriptions -:,' · [ Rate: 23 Temporal' Bin Se.~'ices - Per Pull, plus S5 per day over 7 days 5 50.00 24 Locking Bin - Cost per bin per month 5 5.00 25 Bin Cleaning (in excess of one bin cleaning per year) - Each 5 35.00 26 Additional Bulk9.' Waste Pickup (in excess of 2 per year) - Each S 20.00 27 Additional Sveciai Pic_kuv for Automated Cart Customem (in excess of 2 ver vear)- Each 5 5.00 These unit estimates will be used for purposes of calculating rate revenue and determining the proposer's overall cost. It assumes that all single family, duplex, and triplex units will receive automated cart service. Failure to complete and submit this form will deem the proposer's bid non-responsive. April .~,, ,000 2-1 Tustin Rate Revenue Calculati~ WMT Proposed Rates 1Re$id~ntia!. Multi-Fallnily and Commercial Cart/Manual Can Rates Estimated Proposed Existing Monthly Annual Row Service Monthly Service Units Billings Billings Rate 1 Automated Cart $ 12.25 8,773 $ 107,469.00 $ 1,289,628 2 Manual Can $ 12.25 737 $ 9,028.00 $ 108,336 3 Total Cart/Can Billin~;s ] $ 1,397,964 Commercial and Multi-Family Bin Rates . Container ~ Pickups per Week Row Size 1 2 3 4 5 6 4 2 Cubic Yards $ 40.00 S 60.00 $ 80.00 $ 100.00 $ 120.00 $ 140.00 5 3 Cubic Yards $ 58.50 S 90.00 S 116.00 $ 145.00 $ 190.00 $ 230.00 6 4 Cubic Yards $ 65.00 S 92.00 $ 125.00 $ 155.00 $ 195.00 $ 235.00 _Attachment 2 Cgmmercial and Multi-Family Bin Distribution Matrix - Number of Bins Row I Container Pickups per Week t Total Size 1 ! 2 3 4 5 6~, 7 2 Cubic Yards 84 I 20 9 - 1 2 i 116 8 3 Cubic Yards 253I 562 340 125 132 62I 1,474 9 4 Cubic Yards 30 , 80 97 23 49 46 325 10 Torai 3671 662 446 148 182 ! 110 i 1,915 Source: Waste Mar'~agement, Inc. The City does not assume any responsibility for the accuracy of the reported information Commercial and Multi-Family Bin Billings ~ t : Cubic Varas IS 3,360 t S 1,2005 7205 $ ~2015 28015 5,680 12 3 Cubic Yards 14,801 50,580 39,440 18,125 25,080 14,260 162,286 13 4 Cubic Yards 1,950 7,360 12,125 3,565 9,555 10,810 45,365 i4 I Total Monthly Billines ~S 20,111 tS 59,140 S 52,285 $ 21,690 $ ~,755 iS ~,35015 213,331 . 15t Total Ar~uz~ 'Billin~' ~ $ 241,332 ! S 7~,680 ~ S 627,~0 $ 260,280 ~ $ 417,0~ ~ $ 3~,200 ~ S ' 2,559,972 Roll-Off Box Billings [Row i l~escription Billing Unit I Units Per PropOSed Estimated year : Rate ~.'::i~i ~ BillinffS 16 Pull Charge # of Pulls 3,002 5 150.00 $ 450,300 17 Disposal/Proces. sing Charge # of Tons 13,407 $ 22.00 $ 294,954 18 Total Roll-Off Box Billings ] I $ 745,254 Summary of Projectgd Annual Billings 19 Residential, M ,~-Family, Commercial Can/Manual Can Billings $ 1,397,964 20 Commercial and Multi-Family Bin Service Billings 2,559,972 . 2! Roll-Off Box Biilin~ 745,254 22 Total Proiectcz~2..-krmual Billin~ $ 4,703,190 Special Services Row t Descriptions Rate ~ Temporary Bm Se~'ices - Per Pull, plus $5 per day over 7 da,vs $ 50.00 24 Locking Bin - Cost per bin per month $ 5.00 25 Bin Cleaning (in ~xcess of one bin cleaning per year) - Each $ 35.00 26 Additional BuLky Waste Pickup (in excess of 2 per year) - Each $ 20.00 27 Additional Svec~ Piclcuv for Automated Cart Customers (in excess of 2 ver vear)- Each $ 5.00 * These unit estimates will be used for purposes of calculating rate revenue and determining the proposer's overall cost. It assumes that all single family, duplex, and triplex units will receive 'automated cart service. Failure to complete and submit this form will deem the proposer's'bid non-responsive. A?it 2.5. 2000 2-2 Tustin Rate Revenue Calculations Norcal Proposed Rates Residential..Multi-Family and Commercial Cart/Manual Can Rates Estimated Proposed Existing Monthly Annual Row Service Monthly Service Units Billing Billings Rate . 1 Automated Cart $ 6.74 8,773 $ 59,130.00 $ 709,560 2 Manual Can 5 11.22 737 $ 8,269.00 $ 99,228 3 , Total Cart/Can Biilin.~s ] $ 808,788 Commercial and Multi-Family Bin Rates RoTM ] · Container Pickups per Week Size 1 2 3 4 5 6 4 I 2Cubic Yards $ 39.87 $ 76.27 $ 111.12 $ 142.83 $ 176.37 $ 296.20 5I 3 Cubic Yards $ 53.30 $ 104.00 $ 148.20 $ 187.20 $ 224.25 $ 393.90 [ 6 4 Cubic Yards $ 60.67 $ 117.87 $ 169.00 $ 221.87 $ 268.67 S 520.00 Attachment 2 Commercial and Multi-Family Bin Distribution Matrix - Number of Bins Row~1 : Containersize 1 ' 2 Pickups3 !per Week4 [ 5 6 : Total: . : 7 2 Cubic Yards 84 20 9 [ [ 1 2 116 8 3 Cubic Yards 253 562 340I 125[ 132 62 1,474 9 4 Cubic Yards 30 80 97 , 23 , 49 46 325 10 Total 367 662 446I 148 ! 182 i 110 1,915 ½ource: Waste Mar~agement, Inc. The City does not assume any responsibility for the accuracy of the reported irtformation Commercial and Mu]ti-Family Bin Billings Row Container ] ' Pickups per Week Total ' Size~ ~ 2 3 I 4 ! 5 I 6 · 12 3 Cubic Yards 13,485 58,448 50,388 23,400 29,601 24,422 199,744 13 4 Cubic Yards , 1,820 9,430 16,393 5,103 13,165 23,920 69,831 24 Total Monthiv Billings 15 18,654 $ 69,~3t$ 67,781i5 28,50315 42,94215 48,934 $ 276,217 15 [ Total Av. nua~ Billings t5 223,848 ]$ 832.836 .1 $ 813,372 15 342,036 i5 515,304.1 $ 587,208 ! $ 3,314,604 Roll-Off BOx Billings · ROw ] Description [ Billing unit· Units per :ProPosed .EstimatedAnnUal: : : Year ;Rate Billings 16 Pull Charge # of Pulls 3,002 $ 88.00 $ 264,176 17 DisposalJProcessing Charge # of Tons 13,407 $ 24.35 $ 326,460 18 Total Roll-Off Box Billings i [ $ 590,636 Summary of Projected Annual Billin~ 19 'Residential, Multi-Family, Commercial Cart/Manual Can Billings $ 808,788 20 Commercial and Multi-Family Bin Service Billings 3,314,604 21 Roll-Off Box Billiv.~ 590,636 22 Total Proiected .-'.:mual Billm~ $ 4,714,028 Special Services Row t ' Descriptions : :: ] Rate 23 Temporary Bin Sc~'x-ices - Per Pull, plus $5 per day over 7 days S 50.00 24 'Locking Bin - Cost per bin per month S 5.00 25 i Bin Cleaning (in excess of one bin cleaning per year) - Eac~h $ 35.00 26 Additional Bulk~- Waste Pickup (in excess of 2 per year) - Each $ 20.00 27 Additional Sveciat Fidcuv for Automated Cart Customers fin excess of 2 ver vear)- Each S 5.00 These unit estimates will be used for purposes of calculating rate revenue and determining the proposer's overall cost. It assumes that all single family, duplex, and triplex units will receive automated cart service. Failure to complete and submit this form will deem the proposer's bid non-responsive. April 25, 2000 2-3 /kttachment 2 Tustin Rate Revenue Calculatic · Proposed Rates Residential. Multi-Family and Commercial Cart/Manual Can Rates Estimated Proposed Existing Monthly Annual Row Service Monthly Service Units Billings Billings Rate 1 Automated Cart $ 15.36 8,773 $ 134,753.00 $ 1,617,036 2 Manual Can $ 15.36 737 $ 11,320.00 $ 135,840 3 Total Cart/Can Billin.~s ] I ] $ 1,752,876 (~gmmercial and Multi-Family Bin Rates Container Pickups per Week Row Size 1 2 3 4 t 5 ] 6 4I 2CubicYards $ 59.00 5 79.00 5 101.00 $ 114.00t5 138.0015 180.00 5 3Cubic Yards $ 79.00 $ 89.00 $ 101.00 $ 114.00 $ 138.00 S 180.00 6 , 4Cubic Yards S 84.00 $ 99.00 $ 116.00 $ 134.00 $ 163.00 $ 210.00 Commercial and Multi-Family Bin Distribution Matrix - Number of Bins f Row t Container I Pickups per Week I Total , Size , 1 2 3 4 I 5 6 I 7 2 Cubic Yards [ 84 20 9 ] 1 2 116 8 3 Cubic yardsI 253 562 340 125I 132 62 1,474 9 4 Cubic Yards 30 80 97 23 49 46 325 ] 10 Total ] 367 662 446 148i 182! 110 1,915 Source: Waste Ma,-~agement, Inc. The City does not assume any responsibility, for the accurac?' oi the reported irfformation Commercial and Multi-Family Bin Billings Container I Pickuvs per Week t' l~,ow ! Size i 1 2 I 3 ' !' 4 ! 5 ! 6 11I 2CubicYards ts 4,956 2 1~580 $ 909]$ IS 138l$ 360 12 3 Cubic Yards 19,987 50,018 34,340 14,250 18,216 11,160 13 4 Cubic Yards , 2,520 7,920 11252 3,082 7,987 9,660 14 I Total Monthly Billin~s t S 27,463 S 59,518 $ 46.501 ] $ 17,3321 $ 26,341 !S 21,180 i 15 ! - Total Annua~ Billings ! $ 329,556 ! S 714.216 $ 555,012 t $ 207,984 I $ 316,092 I S 254,160 Total 7,943 147,971 42,421 198,335 2,380,020 Roll. Off Box Billing~ Row · ::: Descripti. on Billing Unit Units per Proposed :ii!AnnUal . Year. : Rate ::::: !: Billinffs , 16 Puli Charge #of Pulls 3,002 $ 76.00 $ 228,152 17 Disposal/Processing Charge # of Tons 13,407 $ 29.00 $ 388,803 18 I Total Roll-Off Box Billin.~s t $ 616,955 Summary of Projected Annual Billin~ 19 Residential, Mu2ti-F~.~rfily, Commercial Cart/Manual Can Billings $ 1,752,876 20 Commercial and M,alti-Family Bin Service Billings 2,380,020 21 Roll-Off Box Bit!L,~m 616,955 22 Total Projected .-~,'mual Billm,.es $ 4,749,851 Special Services Row i. Descriptions ' I Rate ~ Temporary Bin Se:'vices - Per Pull vius $5 per day ov~ 7 da,va $ 50.00 24 Locking Bin - Cost per bin per month $ 5.00 25 Bin Cleaning (in excess of one bin cleaning per year) - Each $ 35.00 26 Additional Bulk3' Waste Pickup (in excess of 2 per year) - Each $ 20.00 27 Additional Svec~a! P~,ckuv for Automated Cart Customers (in excess of 2 ver vear)- Each $ 5.00 · These unit esti.w, ates will be used for purposes of calculating rate revenue and determining the proposer's over-all cost. It assumes that all single family, duplex, and triplex units will receive automated cart service. Failure to complete and submit this form will deem the proposer's bid non-responsive. April 25, 2000 2-4 Tustin Rate Revenue Calculation CRR/Solag Proposed Rates _Attachment 2 Residential. Mt~lti-Famiiv and Commercial Cart/Manual Can Rates Estimated Proposed Existing Monthly Annual Row Service ' Monthly Service Units Billings Billings Rate I Automated Cart $ 15.13 8,773 $ 132,735.00 $ 1,592,820 2 Manual Can $ 15.13 737 $ 11,151.00 $ 133,812 3 Total Cart/Can Billin.~s $ 1,726,632 Commercial and Multi-Family Bin Rates I Container l Pickups per Week Row : Size 1 2 3 4 5 I 6 4 I 2Cubic Yards $ 60.17 $ 76.57 $ 92.14 $ 107.71 $ 119.85 [S 135.42 5[ 3 Cubic Yards $ 70.17 $ 91.57 $ 107.71 $ 128.28 S 148.85I S 169.42 6 . 4 Cubic Yards $ 80.17 $ 106.57 $ 132.14 $ 152.28, S 177.85 5 203.42 Commercial and Multi-Family Bin Distribution Matrix - Number of Bins ~ Container Pickups per Week . Total Row 1, Size 1 2 3 4 ! 5 ! 6 7I 2 Cubic Yards 84 20 9 I 1I 2 116 8 3 Cubic Yards 253 562 340 125 132 62 1,474 9 4 Cubic Yards 30 80 97 23 , 49 46 325 10 t Total 367 662 446] 1481 182! 110! 1,915 Source: Waste Management, Inc. The City does not assume any responsibility, for the accuracy of the reported irffo.,--rnation (~0mm?rcial and Multi-Family Bin Billings Row i Container Pickups per Week ]Total Size 1 I 2 3 i 4 I 5 i 6 , il" 2CubicYards $ 5,054 $ 1,531 $ 829 $ 15 12015 27115 7,805 i2 I 3 Cubic Yards 17,753 51,462 36,621 16,035 19,648 10,504 152,023 13 4 Cubic Yards 2,405 8,526 12,818 3,502 8,715 9,357 45,323 14 { Total Monthiv Billings S 25,212 $ 61,519 ] $ 50,268 $ 19,537 i S 28,483 { S 20,132 ! S 205,151 I I 15 i Total Annual 'Billing. s S 302,544 $ 738,228 $ 603,216 ] $ 234,444_'_ [S 341,796 ] 5 241,584 I S _,461~12 Roll-Qff Box Billings Row Description . Billing'Unit' . . Year :.': :.i:'. Rate ': :' ..'.: Billin~ 16 IPullCharge #ofPulls 3,002 $ 100.00 $ 300200 · 17,]Disposal/Processing Charge # of Tons 13,407 $ 28.20 $ 378,077 18 I Total Roll-Off Box Billings $ 678,277 ~ummary of Pro!ected Annual Billings 19 [Residential, Multi-Family, Commerdal Cart/Manual Can Bilhngs $ 1,726,632 20 ]Commercial and Multi-Family Bin Service Billings 2,461,812 21 ]Roll-Off Box B' ~fllin.~ 678,277, '~'~ ~ Tm-al Projected Annual Billin~ $ 4,866,/'~-1 ~pegial Services 23 Temporary Bin Se'w'ices - Per Pull, plus $5 per day over 7 days $ 50.00 24 Locking Bin - Cost. per bin per month $ 5.00 25 Bin Cleaning (in excess of one bin cleaning per year) - Each $ 35.00 26 Additional Bulkg- Waste Pickup (in excess of 2 per year) - Each $ 20.00 27 Additional Svedal Pickuv for Automated Cart Customers (in excess of 2 ver vear)- Each S 5.00 · These unit estimates will be used for purposes of calculating rate revenue and determining the proposer's overall cost. It assumes that all single family, duplex, and triplex units will receive automated cart service. Failure to complete and submit this form will deem the proposer's bid non-responsive. ,- ~ 2-5 A.v~ .v, _000 Tustin Rate Revenue Calculatio' Ware Disposal Proposed Rates Residential. Multi-Family and Commercial CarffManual Can Rates Estirtmted Proposed Existing Monthly Annual Row Service Monthly Service Units Billings Billings Rate , ' 1 Automated Cart $ 13.11 8,773 $ 115,014.00 $ 1,380,168 2 Manual Can $ 13.11 737 $ 9,662.00 $ 115,944 3 i Iohal Cart/Can Billin~s I 5 1,496,112 Commercial and Multi-Family Bin Rates Row i COntainer Pickups per Week I Size 1 2 3 4 5 I 6 4 I 2 Cubic Yards $ 50.04 $ 85.26 $ 116.66 $ 147.82 $ 178.71]$ 210.71 5I 3 Cubic Yards $ '62.15 $ 116.30 $ 162.87 $ 212.68 $ 263.30] $ 312.76 6 ! 4 Cubic Yards $ 77.15 $ 136.50 $ 182.87 $ 232.88 $ 284.60. $ 336.76 ~Attachment 2 Commercial and Multi-Family Bin Distribution Matrix - Number of Bins Row Container Pickups per Week Total 7 2 Cubic Yards 84 20 9 1 2 116 8 3 Cubic Yards 253 562 340 125 132 62 1,474 9 4 Cubic Yards 30 80 97 23 49 46 325 10 i To~ t 367 6621 446 14S 1S2i 1101 1,915 Source: Waste Mart~gement, Inc. The City does not assume any responsibility for the accuracy of the reported in. formation (~ommqr¢ial and Multi-Family Bin Billing~ !i Row [ Container Size I 1 2 Pickups per Week 3 4 5 ] 6 Total i 11 ! 2CubicYarcis 15 4,203 5 1,705 5 1,050 5 $ 17915 42115 7,558 12 3 Cubic Yards 15,724 65,361 55,376 26,585 34,756 19,391 2!7,193 13 4 Cubic Yards 2,315 10,920 17,738 5,356 13,945 15,491 65,765 14 i Total Monthiv Billings t$ 22,2425 77,98615 74,164 I $ 31,941 $ 48,880.$ 35,303 I $ 290,516 I! ~'~ ~ i Total Annuai 'Billin.~s i. $ 266,904 $ 935,832I $ 889,968I 5 383,292 $ 586,560 .IS 423,636 tS 3,486,192 Roll-Off Box Billings I I B I Estimated · : . UnitsPer.: :-Proposed ! Row Description illing t~nlr :::: i :Annual .~ Year ::: Rate. :: ~ Billinffs ~ 16 !?ull Charge # of Pulls 3,002 $ 95.00 $ 285,190 17 t Disposal/Processing Charge # of Tons 13,407 $ 22.00 $ 294,954 18 ! Total Roll-Off Box Billings I $ 580,144 Summary of Projected Annual Billings i 19 Residential, Multi-Family, Commercial Cart/Manual Can Billings $ 1,496,112 20 Commercial and Multi-Family Bin Service Billings 3,486,192 21 tRol!-Off Box Billin~ 580,144 ~ ~ Total Proiected .~nnual Bfllines $ 5,562,448 Special Services Row i Descriptions Rate 23 Temporary Bin Se.~-ices - Per Pull, plus $5 per day over 7 days $ 50.00 24 Locking Bin - Cost per bin per month $ 5.00 25 B~ Cleaning (in ~xcess of one bin cleaning per year) - Each $ 35.00 26 .Additional Bulky Waste Pickup (in excess of 2 per year) - Each $ 20.00 27 Additional Sveciai Pickuv for Automated Cart Customers (in excess of 2 per year) - Each $ 5.00 · These unit estimates will be used for purposes of calculating rate revenue and determining the proposer's overall cost. It assumes that all single family, duplex, and triplex units 4411 receive automated cart service. Failure to complete and submit this form will deem the proposer's bid non-responsive. Apri: 25, 2000 2-6 Tustin Rate Revenue Calculatiom Proposed Rates Attachment 2 Residential. Multi-Family and Commercial Cart/Manual Can Rate~ Estimated Proposed Existing Monthly Annual Row Service Monthly Service Units Billings Billings Rate . 1 Automated Cart $ 14.07 8,773 $ 123,436.00 $ 1,481,232 2 Manual Can $ 14.07 737 $ 10,370.00 $ 124,440 3 Total Cart/Can Billings I $ 1,605,672 Commercial and Multi-Family Bin Rates Row Container Pickups per Week Size 1 2 3 4 5 i 6 4 2 Cubic Yards $ 72.38 $ 123.75 $ 154.69 $ 164.44 $ 174.1915 183.94 5 3 Cubic Yards $ 96.50 $ 165.00 $ 206.25 $ 219.25 $ 232.25I $ 245.25 6 4 Cubic Yards $ 120.63 $ 206.25 $ 257.81 $ 274.06 $ 290.31 $ 306.56 Commercial and Multi-Family Bin Distribution Matrix - Number of Bins Row I Container Size I 1 i 2 Pickups per Week 3 4 ' : 5 I 6 i . Total 7[ 2 Cubic Yards I 84 20 9 11 2I 116 8 3 Cubic Yards 253 562 340 125 132 62 1,474 9 4 Cubic Yards 30 80 97 23 49 46 325 , 1~ I Total I 367 662 446 148 182! 110 i 1,915 Source: Waste Mar, agement, Inc. The City does not assume any responsibility for the accuracy, of the reported in. formation Commercial and Multi-Family Bin Billings Ross-] Container I ' Pickups per Week Total Size 1 I 2 I 3 4 I ' 5 I 6 11 ti 2 Cubic Yards $ -6,08015 2,475 5 1,392 5 - 15 .17415 368[5 10,489 !2 I 3 Cubic Yards 24,415 92,730 70,125 27,406 30,657 15,206 260,539 23 , 4 Cubic Yards 3,619 16,500 25,008 6,303 14,22.~ 14,102 79,757 14 i Total Monthly Billin~.s $ 34,114 i S 111,705 $ 96525 $ 33,709 I $ 45,056 t 5 29,676 I $ 350,785 !~ i Total Annual Billings iS 409,36815 1,340,460 $ 1,158,300!$ 404.508 t$ 540,67215 356,112i5 4,209,420 Roll-Off Box Billings Row Description . t - i year. · 16 Pull Charge # of Pulls 3,002 $ 127.55 $ 382,905 17 Disposal/Processing Charge # of Tons 13,407 $ 37.18 $ 498,4/"'2 1S I Total Roll-Off Box Billin.~s I $ 881,377 ~ummary of Projected Annual Billings 19 IResidential, Multi-Family, Commercial Cart/Manual Can Billings $ 1,605,6/"'2 20 ICommercial and Multi-Family Bin Service Billings 4,209,420 2! {Roll-Off Box Billines 881,377 22 i Total Projected A~-tual Billings $ 6,696.469 ~;pecial Services 23 ITemporary Bin Services - Per Pull, plus $5 per day over 7 days $ 50.00 24 [Locking Bin - Cost per bin per month $ 5.00 ~ IBin Cleaning (in excess of one bin cleaning per year) - Each $ 35.00 26 ]Additional Bulky Waste Pickup (in excess of 2 per year) - Each $ 20.00 27 l Additional Sp~-ial Pickup for Automated Cart Customers (in excess of 2 ver year) - Each $ 5.00 These unit estimates will be used for purposes of calculating rate revenue and determining the proposer's over-all cost. It assumes that all single family, duplex, and triplex units will receive automated cart service. Failure to complete and submit this form will deem the proposer's bid non-responsive. A?ril .~.. .00~ 2-7 Tustin Rate Revenue Calculati, Newco Proposed Rates Residential. Multi-Family and Commercial Cart/Manual Can Rates Estimated Proposed Existing Monthly Annual Row Service Monthly Service Units Billings Billings Rate . I Automated Cart $ 12.61 8,773 $ 110,628.00 $ 1,327,536 2 Manual Can $ 12.61 737 $ 9,294.00 $ 111,528 3 [ Total CartdCan Billings ] $ 1,439,064 Commercial and Multi-Family Bin Rates I Container Pickups per Week Row Size 1 2 3 4 5 I 6 4 I 2 Cubic Yards $ 63.93 S 106.28 $ 146.91 $ 196.05 $ 234.4615 272.30 5[ 3 Cubic Yards $ 89.34 $ 149.56 $ 208.88 $ 260.09 $ 324.11I $ 384.48 6 4 Cubic Yards $ 107.48 $ 177.01 $ 248.67 $ 315.89 $ 392.09 S 461.58 A~ttachment 2 Commercial and Multi-Family Bin Distribution Nlatrix - Number of Bins Row [ Container . Pickups per Week ] Total Size 1 2 3 4 5 i 6 $ 3 Cubic Yards 253 562 340 125 132 62 1,474 9 4 Cubic Yards 30 80 97 23 49 46 325 1~ ! Total 367 662 446 148 182 t 110 I 1,915 Source: Waste Management, Inc. The City does not assume any responsibility for the accuracy of the reported irfformation Commercial and Multi-Family Bin Billings Row i Container Pickups per Week t Total i Size 1 I 2 3 4 5 i 6 I ',i , 2 Cubic Yards $ 5,370 5 2,126 5 1,322 5 $ 23415 54515 9,597 12 3 Cubic Yards 22,603 84,053 71,019 32,511 42,783I 23,838I 276,807 13 4 Cubic Yards 3,224 14,161 24,121 7,265 19,212 21,233 89,216 14 i Total Monthly Billin.~s !$ 31,197i5 100,340 $ 96,462 $ 39,776 $ 62,229 iS 45,616i $ 375,620 ~'-: i Total Annuai Billings ! $ 374,364 ! S 1,204,080 I $ 1,157,544 $ 477,312 $ 746,748 i ,c 547,392 I S 4,507,440 Roll-Off Box Billings Row Descrivtion Billing Unit · : :: .a~llnual :: Year ~. Rate :::::' Billings 16 i Pull Charge #of Pulis 3,002 $ 168.30 $ 505,2~7 17 I Disposal/Processing Charge # of Tons 13,407 $ 22.00 $ 294,954 18 i Total Roll-Off Box Billin,~s { $ 800,191 Summ~ry_ of Projected Annual Billings 19 Residential, Multi-Family, Commercial CaR/Manual Can Billings $ 1,439,064 20 Commercial and Multi-Family Bin Service Billings 4,507,440 21 Roll-Off Box BLilin~ 800,191 22 i Total Projected Annual Billin..ffs $ 6,746,695 Special Services Row I Descriptions Rate ~ Temporary. Bin 5erv'ices - Per Pull, plus $5 per day over 7 days $ 50.00 24 Locking Bin - Cost per bin per month $ 5.00 25 Bin Cleaning (in excess of one bin cleaning per year) - Each $ 35.00 26 Additional Bulky Waste Pickup (in excess of 2 per year) - Each $ 20.00 27 Additional Svec~al Pickuv for Automated Cart Customers (in excess of 2 ver year) - Each $ 5.00 These unit estimates will be used for purposes of calculating rate revenue and determining the proposer's overall cost. It assumes that all single family, duplex, and triplex units will receive automated cart service. Failure to complete and submit this form will deem the proposer's bid non-responsive. AvH~ 25. 2000 2-8 ATTACHMENT 3 FEDERAL DISPOSAL SERVICE The attachment describes Federal Disposal Service and the services it proposed. Description of Federal Disposal Service and its Experience Federal Disposal Service is a d.b.a, of Shubin Services, Inc. This company was incorporated in 1986 and is wholly owned by its President, Donald B. Shubin. Federal is a small, local waste hauling company with its yard in Santa Aha. The vast majority of Federal's current operations is construction and demolition waste hauling. Federal's residential solid waste collection service experience has been exclusively military facility contracts, through which Federal has provided three cart collection service along with commercial, roll-off, and special events solid waste collection. Currently Federal's only residential waste hauling operations are performed for the Marine Corp Air Ground Combat Center in Twenty-nine Palms, California. providing service at military bases is very different than servicing cities, as the services provided, base housing, terrain, geographic conditions and waste generation characteristics tend to be much more homogeneous than the varying conditions found t~oughout a large municipality. References We contacted references at: · Vandenburg Air Force Base, where Federal provided residential and commercial service (population 12,000); · i'he Marine Corps stations at E1 Toro and Tustin (population 10,000 to 15,000), where Federal provided residential and commercial service; and, · Twenty-nine Palms Marine Corps Station (population 8,000 to 10,000), where Federal provided residential service. All the above references were satisfied with Federal's performance and stated that they received few complaints about the sen'ice and that Federal was easy to work with. Su.-nma_~¢_, of Collection Services Proposed bv Federal Disposal Service Sin~Ze Family Refuse Collection Federal has proposed to provide three cart automated serviCe to all single family dwelling units where it is operationally feasible. Federal has provided three cart automated collection service on a smaller scale at Vandenburg Air Force Base, where references considered the Company'S quality of service excellent. Federal intends to deliver three automated carts for the collection of refuse, recyclables, and yard waste to all single family customers. Customers shah have the choice of 96, 65 April 25, 2000 Page 3-1 or 32-gallon refuse carts. The contract also perm/ts customers to obtain additional refuse carts for $4.00 per month. Federal will provide cart deliveries and exchanges within 3 days of the request. Federal will Operate two automated refuse vehicles Monday through Friday. W'nere automated collection is not operationally feasible, Federal will collect refuse manually. Collection days will be Monday through Friday. Manual collection routes will be non-dedicated routes. Single Family Recycling Collection Single family automated recycling collection shall be on the same day of the week as re~se collection. Only areas receiving automated service will receive recycling collection. Customers will have the option of 96 or 64-gallon recycling carts, and additional recycling carts are available flee of charge to customers who regularly fill their recycling cart. The recycling collection trucks will be painted to distinguish them from the refuse collection vehicle, and will also bear a promotional recycling sign. Federal will perform collection using one truck route Monday through Friday, with a special multi-function. track also available one or two hours per day for recycling collection. Si?:~[e Famih~ Yard Waste Collection SLngte-~am~ly automated yard waste collection shall be on the same day of the week as re~se and recyciables collection. Customers may choose from a 96 or 64-gallon yard waste cart. The contract requires that free additional yard waste carts be made available to those customers who reg-ularly fill their yard waste cart. Tied bundles will also be collected. The yard waste will be collected using one truck route Monday through Friday. The yard waste collection trucks will be painted to promote yard waste recycling. M:dti-Familu and Commercial Refuse Collection Federal will supply and distribute all new 2, 3, and 4 cubic yard bins for commercial and multi-family refuse collection. Locking mechanisms on container lids will be available to customers upon request. Watertight containers with drain plugs will be distributed to wet food customers. Small volume commercial and industrial customers and multi-family customers may request automated three cart service, or continue to receive manual refuse collection service. Federal will run 4.5 truck routes Monday through Saturday. Multi-family and commercial refuse customers whose waste has a high recyclable content will be placed on the same collection route, and the collected refuse shall be sent to a Material Recovery Facility ("MRF') to have recyclables separated out prior to landfilling. Customers with low levels of recyclables in their waste stream will have April 25, 2000 Page 3-2 their waste collected on separate routes. This waste will be sent directly to a landfill. If necessary to reach the 50% diversion goal, the Company will need to change this procedure and send all waste collected from bin customers not participating in a recycling program to a MRF for processing prior to landfilling. Multi-Family and Commercial RecycIables Collection Federal will develop a commercial recyclable paper collection route, and provide on- call pick-up for paper drives. Commingled recyclables shall be collected by bin or cart for no additional charge to the customers. Federal will run 1.5 routes in the City Monday through Friday. The vehicles used on these routes will be painted to distinguish them from the refuse collection vehicles. Roll-off recyclables loads high in recyclable content will be sent to a MRF. Customers with clean dirt, concrete, asphalt, or redbrick materials will be encouraged to separate recyclab!e mate~als. Multi-Family and Commercial Yard Waste Collection Automated yard waste collection, using 96 or M-gallon carts, shall be.available at no charge to multi-family and commercial customers. Bin collection of yard waste shall be offered at standard refuse collection charges. Federai's O?erattng, Processing, and Disposal Facilities O.verstin7 Yard, ~ces In its initial proposal, Federal stated that vehicle stav~ng, maintenance, dispatch, customer service, billing, public relations, and franchise administration activities would take place at Federal's facility located at 1661 East Palm Street in Anaheim.' Federal's President, Don Shubin, and two members of the management team reportedly owned the facility. Zae facility is not configured adequately to accommodate customer service. Federal has proposed to add signs and pavement paint to assist customers in locating the office. Durkng the proposal review process, we became aware that the proposed intensified use of the Santa Ana facility to accommodate the Tustin operations would require several discretionary actions which must be reviewed and approved by the Santa Ana Planning Commission and City Council. According to a letter from the City of Santa Ana dated Apr'3 6, 2000, these include amending the General Plan from Low Density Residential to Lndustrial and the zoning designation from Light Industrial to Heavy Industrial. The required changes could affect the Company's ability to implement service by the October 1, 2000 service start date. Federal has obtained a lease, contingent upon the award of the Tustin agreement, for properties at 1430 and 1502 North Poinsettia Street, from which it now intends to service Tustin. Based on a letter from ,the City of Santa Ana to Federal dated April 5, April 25, 2000 Page 3-3 2000, zoning does not appear to be an issue. However, a lot line adjustment is required and the necessary review process will take approximately 10 weeks. Additionally, a conditional use permit is required prior to Federal installing an above ground tank as planned. This could take approximately three months. Federal's cost worksheet submitted with its initial bid did not take into account leasing and making improvements on these properties. Based on "best guess" estimates contained in Federal's response to the City dated April 7, 2000, estimated improvements to the subject properties would cost approximately $311,000. Recyclable Processing Facilities Commingled recyclables, and high-content recyclable character refuse will be delivered to either CR Transfer in Stanton, or CVT in Anaheim. Both facilities provided letters with proposed rates and terms and stated that capacity was available. Subsequent discussions with Federal indicated that CR Transfer is the preferred facility. Yard Waste Processing Facilities Federal will denver yard waste collected in route trucks to the Tierra Verde Industries green waste Frocessing facility, located in the unincorporated area near Irvine, for $22.00 per ton. DisvosaI Site Res'2dential ref-zse, and refuse collected from commercial/industrial customers that have a functiopd.2ng source separated recycling service and are of low recyclable characteristics, will be direct hauled to Orange CoUnty's Bowerman Landfill. Imviementation Plan While Feder-o_l provided automated residential collection to military, it has never implemented new services on the scale required in Tustin. The City should be prepared for transition problems associated with changing Collection days, converting to automated collection, and transitioning to a new service provider. Customer Sem;ice and Billing Federal will need to establish customer lists. There is bound to be confusion and possibly some customers missed initially due to developing such a list from scratch. However, any new hauler would be faced with this problem and the Company is already wor '~king on a commercial account database. The Company is looking at billing systems to be used in Tustin. There is no current system in place to handle required billing. There may be problems to work out with the new system, once it is established. April 25, 2000 Page 3-4 Imvlementation o~.t'Automated Collection In its proposal, Federal stated that it intends to initiate automated cart service Citywide at the start of the contract term, beginning distribution and servicing of the carts up to two weeks prior to the October 1, 2000 start date. Collections prior to the franchise commencement date will be provided free of charge. Distributing carts and phasing in automated service over a two week period, as Federal has proposed, would be very difficult to coordinate and could lead to more transition problems than a longer phase in period would. During Federal's interview, it proposed an alternative implementation strategy that we believe is better than the one in its proposal. Federal's alternative proposal would be to phase in automated service over the first 180 days of the con~act. No conversions would take place during the first 60 days to allow the Company more time to focus on commercial services. Approximately 60 days after service initiation, the first 25% of the City would be converted to automated service, and each 30 days thereafter another 25% of the City would be converted. Federal will a~ach a 300-ga!Ion cart to the flipping arm of their automated collection vehicles in order to facilitate manual collection prior to conversions. A second crew member will be added to the ve~cles on manual routes. One person will empty, the customer's cans into t~e 300-gallon cart and the other will drive and flip the contents of the cart into the body of the truck, using the automated flipping arm, when the cart is full. Federal's experience in initiating new automated service consists of adding automated recycling carts a~nd service to established automated refuse service at Vandenburg Air Force Base in 1992. Federal did assemble and distribute the new recycling carts itself. The cart manufacturer shall assemble Tustin's carts. Bin Service Federal has proposed to collect Waste Management's bins when it delivers its own containers. This would ensure that customers are never without bins and this method would likely require a lower level of coordination between the incoming and outgoing haulers. Waste Management would have to be willing to work with Federal on this matter and allow Federal to move its bins, but this would likely save Waste Management time. Federal's experience has primarily been serv~_cing commercial and industrial customers and therefore should be capable of the procedure. Labor Demand Federal will have a temporary increase in its need for drivers in Tustin during the trmnsition. The Company intends to temporarily cease certain operations and shift drivers from other operations to assist during this period. Due to the type of business Federal typically conducts, construction and other temporary services, this may be possible. Federal indicated that even drivers used only during the transition would have the necessary experience. Federal will likely use the drivers with experience collecting at the closed military bases. April 25, 2000 Page 3-5 Public Information, Education, and Recycling Promotion Servicing Tustin requires ongoing public education, including contact with all customers by mail, contacting multi-family and commercial customers and HOA's in person periodically, and presenting programs at City events. Federal has limited experience in public education. According to references at military bases serviced by Federal, the base housing office handles most of the notification and service issues with the individual service recipient. The company has provided samples of flyers used at Vandenburg, however these were not as high quality as those required for the City of Tustin. Federal intends to use an outside advertising agency, TH&M, in order to produce public education materials, a web site, and a video to meet public education requirements. Provided that the City closely guides Federal in these matters, and that Federal uses a competent outside production company for all materials, the City should receive the public education materials required. Federal is establishing a web site, which may assist in disseminating information to the public. Presentations and booths at events are areas in which Federal appears to lack significant expe:ience and has not directly addressed how they will be handled. Customer Service Federal has identified a new customer service representative it plans to hire to be in charge of handlL-~g the City's needs as well as additional office staff. The Company also is dedicating new phone .lines and an 800 number for Tustin customers. However, a far greater volume of calls and service requests will come in during the transition than durLng the remainder of the contract. Federal has identified three current employees it intends to have assist in customer service during the transition, along with the new representative and two new hires. As a small company, Federal does not have staff to temporarily re-assign from another city's service desk to service Tustin, and may not be able to spare these three reassigned employees from their dispatching and other posts. AB 939 Repo~,~ng and Diversion Requirements Federal had no experience with AB 939 reporting, but is hiring an experienced consultant to handle AB 939 issues. Federal has the consultant on retainer for only 8 hours per mont~h, with an hourly rate for additional hours. In order to meet all reporting requirements and diversion goals, the Company will require this consultant to work additional hours. At Federal's interview, the consultant assured the City that he could work additional hours as needed. Financial Resources and Stability Federal has provided financing commitment letters from financial institutions and Volvo, indicating that financing for the required new vehicles and containers will be available. April 25, 2000 Page 3-6 Federal has submitted reviewed financial statements for the nine-month period ending December 31, 1999. For-the 9 months ended December 31, 1999, Federal's annualized revenues were approximately $4.7 million.. This time period includes revenues from both now closed mil,:tary bases and a large new construction waste customer. The Tustin contract would represent an 89% increase in Federal's current annual revenues. Financial institutions have already determined that Federal's financial condition is satisfactory enough to confirm financing. Based on Federal's submitted financial statements, we calculated the following ratios for the nine months ended January 31,1999 that indicate the Company's current and longer-term ability to meet financial obligations. All ratios were consistent with industry averages: Ratio Value Current assets to current liabilities 1.3 Total liabilities as a percentage of total assets · 70% Pre-tax profit margin as a percent of revenue 4% !nforr~.~_ation Retarding Past and Pending Litigation Federal stated 2-t its proposal that: · There are no civil actions with government agencies now pending or which have occ,arred in the past 10 years; and, o -Cnere are no criminal legal actions now pending or that have occurred in the past 10 years against any key personnel described in the proposal, Federal, or any affiliated company. April 25, 2000 Page 3-7 ATTACHMENT 4 EVALUATION OF WASTE MANAGEMENT'S PROPOSAL The attachment describes Waste Management and the services it proposed. Company Description Waste Management is the largest solid waste company in the nation and has a strong local presence as well. Waste Management is the current service provider for the City of Tustin as well as many other cities in Orange County, including Orange, Irvine, Santa Aha, Lake Forest, Laguna Beach, La Habra, Rancho Santa Margarita and Mission Viejo. The City of Tustin is serviced from WM's local office located at 1800 South Grand Avenue, Santa Ana, California 92705. References WM's most important reference is the Ci.ty of Tustin, and the City has expressed satisfaction with WM's service. WM's most recent service transition experience is in the ci~' of Orange, where WM purchased Orange Disposal, a small privately-held company that had the franchise agreement, and then converted the all residential customers from manual refuse collection to a three cart automated collection system. After initially experiencing expected transition challenges during the roll-out, the programs are now L.n place and appe-2r to be working well. Summary of Collection Services Proposed bv Waste Management S in~.le Famih~ Re~,ase Collection As required by t~he RFB, WM has proposed to provide three cart automated service to all single family dwelling units where it is operationally feasible. WM intends to deliver three automated carts for the collection of refuse, recyclables, and yard waste to all single family customers. Customers shall have the choice of 96, 65 or 32-gallon refuse carts. The contract also permits customers to obtain additional refuse carts for $4.00 per month, billed semi-annually by WM. Carts may also be exchanged once during the implementation and once annually thereafter at no charge. Refuse will be collected two days per week, with approximately 1,100 homes collected on each route each day. These refuse routes will collect between 19 and 22.tons per day. The contract requires that refuse, recyclables, and yard waste collection all occur on the same collection day for individual customers. Where automated collection is not operationally feasible, WM will collect refuse manually. Single Family Recycling Collection WM will proxdde automated refuse collection customers with automated recycling service. Customers will have the option of 96 or M-gallon recycling carts, and April 25, 20O0 Page 4-1 additional recycling carts are available free of charge to customers who regularly fill their recycling cart. Single Family Yard Waste CollectiOn WM will provide automated refuse collection customers with automated yard waste service. Customers may choose from a 96 or 64-gallon yard waste cart. The contract requires that free additional yard waste carts be made available to those customers who regularly fill their yard waste cart. Tied bundles will also be collected. Multi-Family and Commercial Refuse Collection WM will offer two, three, and four cubic yard bins for commercial and multi-family refuse collection. WM maintains a large inventory of bins at WM's Santa Aha yard, where bins will be repaired and cleaned. Multi-family customers and small volume commercial and industrial customers may request automated three cart service, or continue to receive manual refuse collection se~ice. For multi-family customers with curbside collection where automated service is not operationally feasible, WM will collect refuse manually. Muiti-Familv and Commercial Rec~ctables Collection W2Vi will provide both bins and carts to multi-familY customers for the collection of recyclables. WM management offers to visit and survey commercial customers and supply bins and 96-gallon carts as needed. The contract requires that these services be offered at no additional cost. Multi-FamiI~ and Commercial Yard Waste Collection Automated yard waste collection, using 96 or 64-gallon carts, shall be offered to all multi-family and commercial customers at no additional charge. Additionally, yard waste bins shall be made available to those customers that require them. Ci~ Facilities Collection WM offered to provide refuse collection service for City facilities plus a 40-cubic yard roll-off box for green waste at the City yard for no additional charge, even though the RFB did not require that such services be provided at no additional charge. Waste Management's Operating, Processing, and Disposal Facilities Overating Yard/Q~ces. Maintenance will be performed and equipment will be stored at WM's yard located at 1800 S. Grand Ave., Santa Aha. April 25, 2000 Page 4-2 RecvclabIe Processing Facilities Recyclables will be delivered to Sunset Environmental, WM's material recovery facility in Irvine. WM guarantees capacity for all Tustin recyclables delivered at its own facility through the term of the contract. From Sunset Environmental, recyclables will be transported to Potential Industries, Inc. in Wilmington. WM's contract with Potential is effective for five (5) years with three (3) one-year options. WM does not pay Potential a tipping fee and the contract does not provide for a rate increase. Yard Waste Processing Facilities WM will deliver yard waste to the Tierra Verde Industries green waste processing facility, located in the unincorporated area near Irvine. According to WM's bid, Tierra Verde has guaranteed Waste Management of Orange'County capacity for Tustin yard waste for the duration of the contract at $22.00 per ton. There is no provision in the agreement for rate increases. Disvosal Site Residential rebase, and refuse collected from commercial/industrial customers that have ~. ftmctionhng source separated recycling sen'ice will be taken to either the Frank Bowerman landfill or to WM's Sunset Environmental transfer station. Mixed waste processing will occur at Sunset Environmental. Waste Management will guarantee a mirgmum diversion of 15% from the mixed waste processing of waste from mulE-family, commercial and industrial customer's who do not participate in the separate recycling program. Imvlementafion Plan WM indicates a desire for a July 1, 2000 start date for the Agreement. This time . schedule was based on several tasks beg~ming in April. Therefore, WM's schedule of implementation could be delayed if a contract is not approved before May 2000, but implementation should still be achievable before the required October 1, 2000 start date. Customer Service and BilIin~ WM services several other Orange County cities out of the same office. As staff at this office has assisted other cities' customers through the implementation of automated service, the staff is already knowledgeable about service needs. Therefore, WM should be able to respond to the temporary increase in calls expected from the transition to automated service with the existing labor pool. WM is already billing commercial and industrial customers. Residential customers are currently, and will continue to be, billed by the City. Implementation o£Automated Collection. WM's proposal states that it has changed over 77,000 residential customers throughout Orange County from manual to automated refuse collection during 1999 alone. WM's April 25, 2000 Page 4-3 plans to begin delivery of carts no later than October 1, 2000 and to complete the transition by January 1, 2001. Bin Service WM will primarily need to focus on distributing recycling bins and adjusting service levels based on its sales visits and service requests, as WM's refuse bins are already in place. Public Information, Education, and Recycling Promotion WM will provide an initial mailer explaining new services, quarterly and annual mailers to keep customers updated on services, corrective action notices for improper use of services, an educational video, and public outreach, as required by the contract. WM will also distribute a "how-to" brochure along with the automated carts, and a special mailing to commercial customers explaining late fees and special service charges and encouraging recycling. WM included samples of public education materials used in the city of Orange and in the unincorporated areas of Orange County that were of the quality required for the City of Tustin. Customer Ser-Ace WM's Santa Ama office is open from 8:00 AM to 5:00 PM, Monday through Friday, and 8:00 AM to 12:00 PM on Saturday. WM has forty customer service representatives and administrative personnel available during the week to service all Orange County customers. As WM provides automated collection to five other Orange County cities and surrounding unincorporated areas, iS staff should be experienced handling customer services issues associated with implementation of automated service. AB 939 Reporting 'and Diversion Requirements Waste Management intends to continue to utilize the services of Dr. Eugene Tseng to perform solid waste generation and disposal characterization studies. Dr. Tseng will conduct annual business audits and educational outreach. Financial Resources and Stability_ WM estimates it will need $3.5 million for new trucks and carts to service the City. WM intends to fund this from either funds generated by WM's cash flow or by borrowing on credit lines. Several substantial credit lines are listed, and WM's financial statements indicate more than sufficient cash flow to meet these needs. WM has provided has provided audited financial statements for the period, ended December 31, 1998. WM's revenues for this period were approximately $12.7 billion. The Tustin contract would represent less than one-tenth of one percent of WM's annual revenue. Based on WM's financial statements, we calculated the following ratios for the year ended December 31, 1998 that indicate the Company's current and longer-term ability April 25, 2000 Page 4-4 to meet financial obligations. Although WM has significant financial resources, its financial strength has decreased as a result of weaker operating results by the parent company. In August 1999, Standard & Poors (S&P) provided WM with a 'BBB' corporate credit rating. According to S&P, "An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to weakened capacity of the obligor to meet its financial commitTnent on the obligation." Ratio WM Value Industry Average* Current assets to current liabilities 0.9 1.0 Total liabilities as a percentage of total assets 80% 68% Pre-tax profit margin as a percent of revenue -5.5% I 6% , * Based on data for 271 refuse companies surveyed by Robert Morris & Assodates. Information Regarding Past and Pending Litigation WM noted 17 matters that were active, pending, or closed in the past 10 years that met the disclosure requirements of the RFB. These are documented in Exhibit I of WM's proposal. April 25, 2000 Page 4-5 EXHIBIT J PAGE 34 OF FEDERAL DISPOSAL BID SUBMITTAL Transfer and Processing Facilities Hio_h-content recyclable character refuse will be collected segregated and delivered to a ~ats,dal Recovery Facility (MRF). Co-mingle recyclables will also be delivered to a MiCg. Several offers have been received from locally permitted MRFs, (copy in Section 6). An agreement will be finalized upon being named apparent low bidder. Current plans have us taking recoverable materials to CRTransfer in Stanton. Yard or Green Waste will be delivered to Tierra Verde in Irvine. FDS will market green waste materials to users that provide full diversion credit. Attached, in Section 6, are letters from facility operators. CR&R i 1400 TPD I 1850 TPD I Contract See letter Tie.-:'a Verde I I 1925 TPD i Contract See Letter ,_.--,,--, lING FACILITY OF=. ^ - FD5 wi1! provide required Vehicle Garaging, Dispatch, Customer Service, Billing, Pu':.ii: Relations, and Franchise Administration for services resulting from this offer at: 1661 E. Palm Street Santa Ana, California Donald Shubin and 2 members of FDS management team own the facility. The faciii'::: is comprised of 47,000 SF of warehouse on 2.87 acres of land. The facility has rezently been refurbished in accordance with a City of Santa Ana Improvement Plan. FDS currently occupies an approximate 3,000 square feet of office containing 7 wor:,csrations and 6 computer (network) terminals. FDS has a 2-Bay, 3,000 SF Mechanic Shop for all in-house repairs and maintenance. FDS occupies only 25% of the available square footage at the facility with the balance leased out on short-term arrangements. FDS may have additional space at the facility for performance of the Ci~' of Tustin Franchise. g) IM?LEMENTATION PLAN Residential Implementation Plan In order to avoid dual residential collection- automated and manual - which would be required with an incremental phase-in of the new automated system, FDS is proposing to phase in all Single-Family dwelling units upon or prior to the Franchise commencement date. The cart manufacturer will perform cart assembly and 34 EXHIBIT K PAGE 4 OF CITY REQUEST FOR BID DOCUMENT AWARD OF THE BID To be considered, bids must be responsive (complete in all material respects), and the bidder must be responsible (see Attachment 6) and able to provide the City with an executed copy of the Certificate of Insurance and Desig-nation of Named Additional Insured included in Attachment 8 prior to the Council awarding the Franchise. The contract will be awarded to the lowest responsible bidder based on the total rate revenue calculated in Attachment 3 as "Total Projected Annual Billings." The responsible bidder with the lowest Total Projected Annual Billings shall be awarded the franchise. ~CHEDUL~ The procurement schedule is shown in Table 2 below. These dates are subject to change by the City. ., Table 2 -Procurement Schedule '" ~'~' '7- : --. ' . ' ' .:' ' .' - ' - . ' ~"'~.". ~"~.:.'"----: ::-' DATE ' ·" ACTIVITY' . .-."i' "."?::~"'i: ':. '.. 'i.'-'"' December 6:~, 1999 Request for Bids available December 16:h, 1999 Pre-Bid Conference at 2:00 p.m. · December 20t", 1999 Last day to submit written questions January 18:~, 2000 Bids due to the City by 4:30 p.m. March 2000 Award Contract July 1" to Oct. 1", 2000 Start of sen'ices * * ~ne existing contract expires June 30, 2000. However, it may be eXtended on a monthly basis until October 1", 2000 if the successful bidder requires additional time to procure equipment. December 7, 799£ Page 4 City of Tustin