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Home My WebLink About2016-05-10-Meeting Agendawww.augustaga.gov Engineering Services Committee Meeting Commission Chamber-5/10/2016-1:15 PM ENGINEERING SERVICES 1.Approve the execution of the three Consent Agreements with Inland Service Corporation due to a change in corporate control which requires Augusta’s prior written consent. Attachments 2.Motion to approve the minutes of the Engineering Services Committee held on April 26, 2016. Attachments 3.Motion to authorize condemnation to acquire title of a portion of property for right-of-way (Parcel 061-2-126-00-0) 519 Fairhope Street. Attachments 4.Motion to authorize condemnation to acquire title of a portion of property for right-of-way (Parcel 061-1-308-00-0) 704 Wallace Street. Attachments 5.Motion to authorize condemnation to acquire title of a portion ofproperty for right-of-way (Parcel 061-1-159-00-0) 604 Macon Avenue. Attachments 6.Motion to authorize condemnation to acquire title of a portion ofproperty for right-of-way (Parcel 061-1-169-00-0) 713 Albany Avenue. Attachments 7.Motion to authorize condemnation to acquire title of a portion of property for right-of-way (Parcel 061-1-155-00-0 612 Macon Avenue. Attachments 8.Receive as information quarterly update on the Stormwater Program. Attachments Engineering Services Committee Meeting 5/10/2016 1:15 PM Approve the execution of the three Consent Agreements with Inland Service Corporation due to a change in corporate control which requires Augusta’s prior written consent. Department:Environmental Services Presenter: Caption:Approve the execution of the three Consent Agreements with Inland Service Corporation due to a change in corporate control which requires Augusta’s prior written consent. Background:Inland Service Corporation is a contractor with Augusta for three services –Solid Waste and Recyclables Collection, Front-Load Services, and Street Sweeping. These contracts were all approved and properly executed in 2012 and 2014 (Front-load services). A term in each of these agreements requires that Augusta provide prior written consent to any change in control of the contractor which includes the ownership or ability to direct the voting on 51% or more of the equity interest or the power to direct or cause the direction of the management and policies of the contractor whether through the ownership of voting securities by contract or otherwise. On March 29, 2016, the ESD received correspondence that Inland Service Corporation would have a shift in ownership shares and would be working with an investment group in order to secure additional capital for the purposes of expansion and growth of the business. They requested that, per the terms of the current contracts, Augusta provide written approval for the change in corporate ownership. Analysis:To allow for this future growth, Inland shareholders intend to sell controlling interest of the company to Bobcat North America, LLC. Bobcat North America, LLC is a newly formed company comprised of various partners who all bring unique qualifications and abilities to the table. These partners consist of Inland Waste solutions, which is the same company that Augusta has contracted services with. The majority of Inlands current management staff will remain after the sale. The second partner is Falcon Investment Advisors, LLC, which is a private-equity firm that currently controls over $1.8 billion of capital. Falcon has experience in the solid waste industry and brings flexibility to supply subordinate Cover Memo Item # 1 debt, preferred equity as well as common equity as needs dictate. The third partner is Altos Energy Partners, which is a Texas-based investment firm with over 45 years of private equity and many years of operating experience in developing relationships, transacting, and advising management. They bring top caliber executives, a partnership style, and growth strategies which will grow the venture. Their typical investment is between $30M- $50M, and they focus on creating value by improving operating performance, improving working capital and asset utilization, and developing the management team. The fourth partner is Bill Dietrich, who will join as a minority shareholder. Bill Dietrich has led many successful full service solid waste companies. His resume includes President and CEO of both Superior and Onyx Waste, from 1994-2004, and Deffenbaugh Industries as Executive Chairman and Independent Director from 2007-2015. At a local level, Augusta will retain the same local management, service providers, and level of customer care that are currently in place. While this is a significant change in control of Augusta’s service provider, Inland Waste Solutions, it appears that Inland is looking to sell to an organization that provides significant financial resources beyond what they currently could provide. Additionally, the new company will not only keep existing staff and resources but has truly increased its management capacity with the addition of industry executives who have managed very large successful solid waste companies. Financial Impact:No impact. Alternatives:Do not execute the agreements. Recommendation:Execute the documents as requested. Funds are Available in the Following Accounts: N/A. REVIEWED AND APPROVED BY: Finance. Law. Administrator. Solid Waste Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 1 Cover Memo Item # 1 CONSENT THIS CONSENT (this “Consent”) is made as of this ____ day of _________, 2016, by and between Augusta, Georgia, a political subdivision of the state of Georgia (“Augusta”) and Inland Service Corporation, an Oklahoma corporation (“Inland”). R E C I T A L S WHEREAS, Augusta and Inland are parties to that certain Solid Waste and Recyclables Collection Agreement, dated as of August 7, 2012 (as may be amended from time to time, the “Agreement”). WHEREAS, Inland intends to enter into a transaction (the “Transaction”) pursuant to which all of the equity interests in Inland will be sold to Bobcat North America, LLC, a Delaware limited liability company (“Buyer”); WHEREAS, Section 20.4 of the Agreement provides that a change in “Control” (as defined in the Agreement) of Inland requires the Augusta’s prior written consent (the “Change in Control”). WHEREAS, it is a condition to the consummation of the Transaction that Augusta consent to the Transaction and the resulting Change in Control resulting from the Transaction. NOW, THEREFORE, and in consideration of the foregoing recitals, which are incorporated herein, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Augusta hereby (a) consents, in advance, to the Transaction and the resulting Change in Control that will occur upon the consummation of the Transaction, (b) waives any right to declare a breach of the Agreement by Inland resulting from the Change in Control that will occur upon the consummation of the Transaction, and (c) agrees that (i) the Agreement is in full force and effect, (ii) no default exists under the Agreement (or, if any such default does exist, that Augusta is hereby waiving it) and (iii) the copy of the Agreement (together with all amendments thereto) that is attached as Schedule 1 has not been amended, modified or supplemented. Augusta’s consent to the Transaction and the resulting Change in Control that will occur upon the consummation of the Transaction shall constitute Augusta’s agreement that Inland shall be entitled to continue to enforce the Agreement against Augusta and that, similarly, Augusta shall have the right to continue to enforce the Agreement against Inland after the consummation of the Transaction. 2. Except as provided herein, the Agreement shall remain in full force and effect. 3. Augusta and Inland acknowledge and agree that Buyer shall be a third party beneficiary of this Consent and that this Consent may not be amended or modified in any manner by the parties hereto without receiving Buyer’s prior written consent. [Signature Page Follows] Attachment number 1 \nPage 1 of 3 Item # 1 2 IN WITNESS WHEREOF, the parties hereto have entered into this Consent as of the date first above written, intending to be legally bound hereby. AUGUSTA, GEORGIA INLAND SERVICE CORPORATION By: By: Name: Name: Title: Title: Attest:________________________________ Lena J. Bonner, Clerk of Commission Date: ______________________ Attachment number 1 \nPage 2 of 3 Item # 1 Schedule 1 See attached. Attachment number 1 \nPage 3 of 3 Item # 1 CONSENT THIS CONSENT (this “Consent”) is made as of this ____ day of _______, 2016, by and between Augusta, Georgia, a political subdivision of the state of Georgia (“Augusta”) and Inland Service Corporation, an Oklahoma corporation (“Inland”). R E C I T A L S WHEREAS, Augusta and Inland are parties to that certain Augusta, Georgia Street Sweeping Agreement, dated on or about November 9, 2012 (as may be amended from time to time, the “Agreement”). WHEREAS, Inland intends to enter into a transaction (the “Transaction”) pursuant to which all of the equity interests in Inland will be sold to Bobcat North America, LLC, a Delaware limited liability company (“Buyer”); WHEREAS, Section 19.4 of the Agreement provides that a change in “Control” (as defined in the Agreement) of Inland requires the Augusta’s prior written consent (the “Change in Control”). WHEREAS, it is a condition to the consummation of the Transaction that Augusta consent to the Transaction and the resulting Change in Control resulting from the Transaction. NOW, THEREFORE, and in consideration of the foregoing recitals, which are incorporated herein, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Augusta hereby (a) consents, in advance, to the Transaction and the resulting Change in Control that will occur upon the consummation of the Transaction, (b) waives any right to declare a breach of the Agreement by Inland resulting from the Change in Control that will occur upon the consummation of the Transaction, and (c) agrees that (i) the Agreement is in full force and effect, (ii) no default exists under the Agreement (or, if any such default does exist, that Augusta is hereby waiving it) and (iii) the copy of the Agreement (together with all amendments thereto) that is attached as Schedule 1 has not been amended, modified or supplemented. Augusta’s consent to the Transaction and the resulting Change in Control that will occur upon the consummation of the Transaction shall constitute Augusta’s agreement that Inland shall be entitled to continue to enforce the Agreement against Augusta and that, similarly, Augusta shall have the right to continue to enforce the Agreement against Inland after the consummation of the Transaction. 2. Except as provided herein, the Agreement shall remain in full force and effect. 3. Augusta and Inland acknowledge and agree that Buyer shall be a third party beneficiary of this Consent and that this Consent may not be amended or modified in any manner by the parties hereto without receiving Buyer’s prior written consent. [Signature Page Follows] Attachment number 2 \nPage 1 of 3 Item # 1 2 IN WITNESS WHEREOF, the parties hereto have entered into this Consent as of the date first above written, intending to be legally bound hereby. AUGUSTA, GEORGIA INLAND SERVICE CORPORATION By: By: Name: Name: Title: Title: Attest:________________________________ Lena J. Bonner, Clerk of Commission Date: ______________________ Attachment number 2 \nPage 2 of 3 Item # 1 Schedule 1 See attached. Attachment number 2 \nPage 3 of 3 Item # 1 CONSENT THIS CONSENT (this “Consent”) is made as of this ____ day of _________, 2016, by and between Augusta, Georgia, a political subdivision of the state of Georgia (“Augusta”) and Inland Waste Solutions, LLC, a Delaware limited liability company (“Inland”). R E C I T A L S WHEREAS, Augusta and Inland are parties to that certain Front-Load Services Agreement, dated as of January 21, 2014 (as may be amended from time to time, the “Agreement”). WHEREAS, Inland intends to enter into a transaction (the “Transaction”) pursuant to which a majority of the equity interests in Inland will be sold to Bobcat North America, LLC, a Delaware limited liability company (“Buyer”); WHEREAS, Section 18.4 of the Agreement provides that a change in “Control” (as defined in the Agreement) of Inland requires the Augusta’s prior written consent (the “Change in Control”). WHEREAS, it is a condition to the consummation of the Transaction that Augusta consent to the Transaction and the resulting Change in Control resulting from the Transaction. NOW, THEREFORE, and in consideration of the foregoing recitals, which are incorporated herein, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Augusta hereby (a) consents, in advance, to the Transaction and the resulting Change in Control that will occur upon the consummation of the Transaction, (b) waives any right to declare a breach of the Agreement by Inland resulting from the Change in Control that will occur upon the consummation of the Transaction, and (c) agrees that (i) the Agreement is in full force and effect, (ii) no default exists under the Agreement (or, if any such default does exist, that Augusta is hereby waiving it) and (iii) the copy of the Agreement (together with all amendments thereto) that is attached as Schedule 1 has not been amended, modified or supplemented. Augusta’s consent to the Transaction and the resulting Change in Control that will occur upon the consummation of the Transaction shall constitute Augusta’s agreement that Inland shall be entitled to continue to enforce the Agreement against Augusta and that, similarly, Augusta shall have the right to continue to enforce the Agreement against Inland after the consummation of the Transaction. 2. Except as provided herein, the Agreement shall remain in full force and effect. 3. Augusta and Inland acknowledge and agree that Buyer shall be a third party beneficiary of this Consent and that this Consent may not be amended or modified in any manner by the parties hereto without receiving Buyer’s prior written consent. [Signature Page Follows] Attachment number 3 \nPage 1 of 3 Item # 1 2 IN WITNESS WHEREOF, the parties hereto have entered into this Consent as of the date first above written, intending to be legally bound hereby. AUGUSTA, GEORGIA INLAND WASTE SOLUTIONS, LLC By: By: Name: Name: Title: Title: Attest:________________________________ Lena J. Bonner, Clerk of Commission Date: ______________________ Attachment number 3 \nPage 2 of 3 Item # 1 Schedule 1 See attached. Attachment number 3 \nPage 3 of 3 Item # 1 Engineering Services Committee Meeting 5/10/2016 1:15 PM Minutes Department:Clerk of Commission Presenter: Caption:Motion to approve the minutes of the Engineering Services Committee held on April 26, 2016. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 2 Attachment number 1 \nPage 1 of 2 Item # 2 Attachment number 1 \nPage 2 of 2 Item # 2 Engineering Services Committee Meeting 5/10/2016 1:15 PM Motion for Condemnation Department:Law Presenter: Caption:Motion to authorize condemnation to acquire title of a portion of property for right-of-way (Parcel 061-2-126-00-0) 519 Fairhope Street. Background:Despite repeated efforts, the City has been unable to reach an agreement with the property owner and therefore seeks to acquire through condemnation. In order to proceed and avoid further project delays, it is necessary to condemn a portion of subject property. The required property consists of 1,579.41 sq. ft. for permanent easement and 2,149.68 sq. ft. of temporary construction easement. The appraised value is $705.00. Analysis:Condemnation is necessary in order to acquire the required property. Financial Impact:The necessary costs will be covered under the project budget. Alternatives:Deny condemnation. Recommendation:Approve condemnation. AGENDA DATE: April 26, 2016. DEPARTMENT DIRECTOR_______________________ Funds are Available in the Following Accounts: 328-04-1110 211828101 REVIEWED AND APPROVED BY: Finance. Law. Cover Memo Item # 3 Administrator. Clerk of Commission Cover Memo Item # 3 Attachment number 1 \nPage 1 of 1 Item # 3 Engineering Services Committee Meeting 5/10/2016 1:15 PM Motion to authorize condemnation to acquire title of a portion of Department:Law Presenter: Caption:Motion to authorize condemnation to acquire title of a portion of property for right-of-way (Parcel 061-1-308-00-0) 704 Wallace Street. Background:Despite repeated efforts, the City has been unable to reach an agreement with the property owner and therefore seeks to acquire through condemnation. In order to proceed and avoid further project delays, it is necessary to condemn a portion of subject property. The required property consists of 326.45 sq. ft. for temporary construction easement. The appraised value is $33.00. Analysis:Condemnation is necessary in order to acquire the required property. Financial Impact:The necessary costs will be covered under the project budget. Alternatives:Deny condemnation. Recommendation:Approve condemnation. Funds are Available in the Following Accounts: 328-04-1110 211828101 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 4 Attachment number 1 \nPage 1 of 1 Item # 4 Engineering Services Committee Meeting 5/10/2016 1:15 PM Motion to authorize condemnation to acquire title of a portion of Department:Law Presenter: Caption:Motion to authorize condemnation to acquire title of a portion ofproperty for right-of-way (Parcel 061-1-159-00-0) 604 Macon Avenue. Background:Despite repeated efforts, the City has been unable to reach an agreement with the property owner and therefore seeks to acquire through condemnation. In order to proceed and avoid further project delays, it is necessary to condemn a portion of subject property. The required property consists of 300 sq. ft. for permanent easement. The appraised value is $210.00. Analysis:Condemnation is necessary in order to acquire the required property Financial Impact:The necessary costs will be covered under the project budget. Alternatives:Deny condemnation. Recommendation:Approve condemnation. Funds are Available in the Following Accounts: 328-04-1110 211828101 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 5 Attachment number 1 \nPage 1 of 1 Item # 5 Engineering Services Committee Meeting 5/10/2016 1:15 PM Motion to authorize condemnation to acquire title of a portion of Department:Law Presenter: Caption:Motion to authorize condemnation to acquire title of a portion ofproperty for right-of-way (Parcel 061-1-169-00-0) 713 Albany Avenue. Background:Despite repeated efforts, the City has been unable to reach an agreement with the property owner and therefore seeks to acquire through condemnation. In order to proceed and avoid further project delays, it is necessary to condemn a portion of subject property. The required property consists of 89.74 sq. ft. for temporary easement and 38.23 sq. ft. for Right of Way. The appraised value is $47.00. Analysis:Condemnation is necessary in order to acquire the required property. Financial Impact:The necessary costs will be covered under the project budget. Alternatives:Deny condemnation. Recommendation:Approve condemnation. Funds are Available in the Following Accounts: 328-04-1110 211828101 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Cover Memo Item # 6 Clerk of Commission Cover Memo Item # 6 Attachment number 1 \nPage 1 of 1 Item # 6 Engineering Services Committee Meeting 5/10/2016 1:15 PM Motion to authorize condemnation to acquire title of a portion of Department:Law Presenter: Caption:Motion to authorize condemnation to acquire title of a portion of property for right-of-way (Parcel 061-1-155-00-0 612 Macon Avenue. Background:Despite repeated efforts, the City has been unable to reach an agreement with the property owner and therefore seeks to acquire through condemnation. In order to proceed and avoid further project delays, it is necessary to condemn a portion of subject property. The required property consists of 300 sq. ft. for permanent easement. The appraised value is $210.00. Analysis:Condemnation is necessary in order to acquire the required property. Financial Impact:The necessary costs will be covered under the project budget Alternatives:Deny condemnation. Recommendation:Approve condemnation. Funds are Available in the Following Accounts: 328-04-1110 211828101 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 7 Attachment number 1 \nPage 1 of 1 Item # 7 Engineering Services Committee Meeting 5/10/2016 1:15 PM Stormwater Utility Program - Update Department:Engineering Presenter:Abie Ladson, Director Caption:Receive as information quarterly update on the Stormwater Program. Background: Analysis:N/A Financial Impact:N/A Alternatives:N/A Recommendation:N/A Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 8