Resolution No. 7494t {
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1 RESOLUTION NO. 7494
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
TWO ADDITIONAL NON-EXCLUSIVE SOLID WASTE FRANCHISE
4 AGREEMENTS PURSUANT TO ARTICLE VI OF CHAPTER 12 OF
THE VERNON CITY CODE BY AND BETWEEN THE CITY OF
5 VERNON AND ALTA RUBBISH HAULING SERVICE AND SOUTHERN
CALIFORNIA ENVIRONMENTAL, INC.
6
7 WHEREAS, the City Council of the City of Vernon adopted
8 Ordinance No. 1067 on December 8, 1998, which added Article VI to
9 Chapter 12 of the Vernon City Code, establishing a non-exclusive
10 franchise system for solid waste collection in the City; and
11 WHEREAS, one purpose for establishing the non-exclusive
12 franchise system is to improve the accuracy of the data needed for
13 compliance with the source reduction and recycling requirements of
14 Public Resources Code 40000, et sec,. (commonly referred to as "AB
15 93911); and
16 WHEREAS, on February 2, 1999, the City Council adopted
17 Resolution No. 7271, establishing a franchise fee for franchises
18 issued pursuant to the aforesaid Article VI of Chapter 12; and
19 WHEREAS, the Environmental Health Department has contacted
20 all solid waste collection businesses that operated in the City at the
21 time of the adoption of Ordinance No. 1067, and has provided them with
22 information about the franchise application process; and
23 WHEREAS, applications from forty-one (41) firms were
24 originally received by the Director of the Environmental Health
25 Department, twenty-one (21) of which were granted franchises by the
26 City by adoption of Resolution No. 7299 on March 30, 1999; and
27 WHEREAS, an additional four (4) firms were determined
28 qualified and were granted franchises by adoption of Resolution No.
f
1 7314 on April 13, 1999; and
2 WHEREAS, an additional five (5) firms were determined
3 qualified and were granted franchises by adoption of Resolution No.
4 7320 on April 27, 1999; and
5 WHEREAS, one (1) additional firm was determined qualified and
6 was granted a franchise by adoption of Resolution No. 7332 on May 18,
7 1999; and
8 WHEREAS, an additional two (2) firms were determined
9 qualified and were granted franchises by adoption of Resolution No.
10 7456 on December 7, 1999; and
11 WHEREAS, two (2) additional solid waste collection
12 businesses, ALTA Rubbish Hauling Service and Southern California
13 Environmental, Inc., have since applied for and have been determined
14 to be qualified to hold a franchise from the City; and
15 WHEREAS, the City Administrator has recommended that the City
16 enter into a solid waste franchise agreement with ALTA Rubbish Hauling
17 Service and Southern California Environmental, Inc.
18 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
19 CITY OF VERNON AS FOLLOWS:
20 SECTION 1: The City Council of the City of Vernon does
21 hereby find and determine that the recitals contained hereinabove are
22 true and correct.
23 SECTION 2: The City Council of the City of Vernon hereby
24 approves a Solid Waste Franchise Agreement with ALTA Rubbish Hauling
25 Service and a Solid Waste Franchise Agreement with Southern California
26 Environmental, Inc. A copy of each said Agreement has been presented
27 to the City Council concurrently with this resolution, and the City
28 Council hereby orders said Agreements to be received and filed by the
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City Clerk.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreements
for, and on behalf of, the City of Vernon.
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution and thereupon and thereafter
the same shall be in full force and effect.
APPROVED AND ADOPTED this 15th day of February, 2000.
LEONIS C. MAL URG, M yor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
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ss
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7494, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Tuesday, February 15,
2000, and thereafter was duly signed by the Mayor of the City of
Vernon.
BRUCE V. MALKENHORST, City.Clerk
(SEAL)
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SUPPORTING
DOCUMENTS
MEMORANDUM
RISK MANAGEMENT/PERSONNE:
TO: Gloria Orosco, Chief Deputy City Clerk
FROM: Joan Francone, Risk Manager
DATE: September 5, 2000
SUBJECT: ALTA RUBBISH HAULING SERVICE
This is to advise you that the above referenced contractor has provided acceptable
insurance coverage.
Please contact me if you have any questions.
JF/fs
Enclosure
cc: Lewis Pozzebon
STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807
COMPENSATION
N S U R A N C E
CI 11'
SALVATORE Bt .ALT
DBA ALTA RUBBIS
'770 S LINCOLN A
WALNUT CA 917
1 HAULING SERVICE
lE
19
dTAT9
�COMPLNsATION
.. INsuw�►Ncs
FUND
HOME OFFICE
SAN FRANCISCO
ALL EFFECTIVE OATES ARE
AT 12!01 AM PACIFIC
STANDARD TIME OR THE
TIME INDICATED AT
PACIFIC STANDARD TIME _
t M0:1! M Do * • r i_yiIIII N
ENDORSEMENT AGREEMENT
ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING, IT
IS AGREED THAT THIS POLICY SHALL NOT BE CANCELLED UNTIL
AFTER WRITTEN NOTICE OF SUCH CANCELLATION HAS BEEN PLACED IN
THE MAIL BY STATE FUND TO CURRENT HOLDERS OF CERTIFICATE OF
WORKERS' COMPENSATION INSURANCE.
SPECIMEN
NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE
OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS
POLICY OTHER THAN AS ABOVE STATID. NOTHING ELSEWHERE IN THISPOLICY SHALL BE
HELD TO VARYY. ALTER, WAIVE OR LtIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMI-
TATIONS OF THIS ENDORSEMENT. 2065
COUNTERSIGNED AND ISSUED AT SAN FRANCISCO:
x.
AUTHORIZED REPRESENTATIVE PRESIDENT
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`<.:`:•;.:<::}:i::{:;>:::«:>::}}r}:i::<:>}::}}}};;;:{::<.<.�:::•s:::::};}:;<}::::i.>::.:4•}r:»}:• THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA
PRODUCER NORMAN L. VINSON INSURANCE
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
2545 S. CHAPMAN AVE., #108 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
FULLERTON CA 92832 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
COMPANY CONDOR INSURANCE CO -
A
INSURED ALTA RUBBISH HAULING SERVICE
COMPANY
B
770 S. LINCOLN
WALNUT CA 91789
COMPANY
C
COMPANY
D
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESGRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR TYPE OF INSURANCE POLICY NUMBER
POLICY EFFECTIVE POLICY EXPIRATION LIMITS
DATE (MM/DDPM DATE (MM/DD/YY)
GENERAL AGGREGATE
$ 2,000,000
A
GENERAL LIABILITY
PRODUCTS •COMP/OPAGG
$ _ 2,000,000
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE ❑X OCCUR
OWNER'S 8 CONTRACTOR'S PROT
CTP0000727
8/01/00
8/01/01
PERSONAL AOV INJURY
$ _2, 000, 000
EACH OCCURRENCE
$ 2,000,000
FIRE DAMAGE (Any one fire)
S 100,000
MED EXP (Anyone person)
$ 10,000
COMBINED SINGLE LIMIT
$
2,000,000
A
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
CTP0000727
8/01/00
8/01/01
BODILY INJURY
(Per person)
$
X
HIRED AUTOS
BODILY INJURY
(Per accident)
$
X
X
NON -OWNED AUTOS
PROPERTY DAMAGE
$
AUTO ONLY - EA ACCIDENT
$
GARAGE UASILITY
OTHER THAN AUTO ONLY:
ANY AUTO
EACH ACCIDENT
$
AGGREGATE
$
EACH OCCURRENCE
S
EXCESS LIABILITY
AGGREGATE
$
UMBRELLA FORM
$
OTHER THAN UMBRELLA FORM
STATUTORY LIMITS
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
EACH ACCIDENT
$
DISEASE - POLICY LIMIT
S_
THE PROPRIETOR/ INCL
PARTNERS/EXECUTIVE
OFFICERS ARE: EXCL
DISEASE • EACH EMPLOYEE
S
OTHER
DESCRIPTION OF OPERATIONS/LOCATIOMSNEHICLES/SPECIAL ITEMS
THE CITY OF VERNON, IT'S OFFICERS AND EMPLOYEES ARE NAMED ADDITIONAL INSUREDS.
............
n.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
CITY CLERKS
CITY OF VERNON
4305 SANTA FB AVENUE
VERNON CA 90058
DA WRITTEN NOTICE TO THE CERTIFICA HOLDER NAMED TO THE LEFT,
BUT FA1 RE TO MAIL NOT IMPOSE NO OBLIGATION OR LIABILITY
OF KIND UPON P ITS AGENTS OR REPRESENTATIVES.
AUTH D EPRESE ATI
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CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
Wm. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST CITY HALL
City Administrator / City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
FAX (323) 581-7924 TELEPHONE (323) 583-8811
February 10, 2000
City Council
City of Vernon
Honorable Members:
DAVID B. BREARLEY
City Attorney
FAX: (626) 330-5818
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
In December, 1998, this Council adopted Ordinance No. 1067,
which requires solid waste collection companies doing business
in Vernon to apply for a non-exclusive franchise agreement with
the City. The franchise agreement requires the submission of
waste generation and recycling reports and a franchise fee on
gross receipts. Currently, there are over thirty (30) solid
waste collection companies with active franchise agreements.
In addition, Ordinance No. 1067 allows for new solid waste
companies to enter into a non-exclusive franchise agreement with
the City. Both Alta Rubbish Hauling Service and Southern
California Environmental, Inc., have each submitted a franchise
agreement package to include: two original agreements, insurance
documentation, and a performance bond instrument.
This has been reviewed by the Director of Environmental Health
and City Attorney, and it is hereby recommended that the
franchise agreements for both, Alta Rubbish Hauling Service and
Southern California Environmental, Inc. be approved and
executed.
Very truly yours,
ke V. Malke horst
City Clerk
BVM:gst
944
Memo
To: Bruce V. Malkenhorst, City Administrator
From: Lewis Pozzebon, Director, Environmental Health (('
Subject: Solid Waste Non -Exclusive Franchise Agreements
Date: February 9, 2000
In December 1998, the City Council adopted Ordinance No. 1067, which'requires
solid waste collection companies doing business in Vernon to apply for a non-
exclusive franchise agreement with the City. The franchise agreement requires the
submission of waste generation and recycling reports and a franchise fee on gross
receipts. Over thirty companies currently have City of Vernon non-exclusive
franchises.
Ordinance No. 1067 also allows for new solid waste companies to enter into a
non-exclusive franchise agreement with the City. Alta Rubbish Hauling Service
and Southern California Environmental Inc. are applying for non-exclusive
franchise agreements and have submitted franchise agreement packages. Each
package includes two original agreements, insurance documentation, and a
performance bond instrument.
Based on the completeness review that was conducted on the franchise agreement
packages, I am recommending that the non-exclusive franchise agreements for
Alta Rubbish Hauling Service and Southern California Environmental Inc. be
forwarded to the City Council for execution.
Upon approval by the City Council, each of the four agreements will need to be
signed on Page 23 and an effective date entered on Page 1. Please have one of the
completed agreements for each of these solid waste collection companies returned
to our office for mailing to each company.
Enclosures
Xc: City Attorney
Udd/sw/franc hi setransl doc
City of Vernon
Standard
Non-exclusive
Franchise Agreement
for
Solid Waste
Management Services
STANDARD NON-EXCLUSIVE
FRANCHISE AGREEMENT
TABLE OF CONTENTS
Page
AGREEMENT RECITALS 1
SECTION 1. GENERAL TERMS
1.1
Definitions
2
1.2
Grant and Acceptance of Franchise
5
1.3
Conditions to Effectiveness of Agreement
6
1.4
Effective Date and Term
6
1.5
Non-exclusive Nature of Franchise
6
1.6
Ownership of Solid Waste
7
1.7
City's Right to Designate Solid Waste Facility
7
SECTION 2.
COLLECTION OPERATIONS
2.1
Compliance with Code of the City of Vernon
8
2.2
Hazardous Waste
8
2.3
Report Unauthorized Dumping
8
2.4
Requirement of Health Permit
9
SECTION 3.
FRANCHISE FEES
3.1
Franchise Fee
10
3.2
Timing of Franchise Fee Payments
10
SECTION 4.
RECORDS AND REPORTS
4.1
Maintenance of Records
11
4.2
Records of Gross Receipts
11
4.3
Records of Tonnage
11
4.4
Quarterly Reports
11
4.5
Billing Format
12
4.6
Inspection by City
12
SECTION 5.
INDEMNITY, INSURANCE, BOND
5.1
Indemnification of City
13
5.2
Insurance
14
5.3
Faithful Performance Bond
16
STANDARD NON-EXCLUSIVE
FRANCHISE AGREEMENT
TABLE OF CONTENTS (CONTINUED)
Page
SECTION 6.
DEFAULT AND REMEDIES
6.1
Events of Default
17
6.2
Right to Terminate Upon Default
17
SECTION 7.
OTHER AGREEMENTS OF THE PARTIES
7.1
Relationship of Parties
18
7.2
Compliance with Law
18
7.3
Governing Law
18
7.4
Jurisdiction
19
7.5
Assignment and Transfer
19
7.6
Binding on Successors
19
7.7
Parties in Interest
19
7.8
Waiver
20
7.9
Notice
20
7.10
Representatives of the Parties
20
7.11
Franchisee to Defend Agreement
21
7.12
Declared State of Emergency
21
SECTION 8.
MISCELLANEOUS AGREEMENTS
8.1
Entire Agreement
22
8.2
Subsection Headings
22
8.3
References to Laws
22
8.4
Interpretation
22
8.5
Amendment
22
8.6
Severability
22
8.7
Counterparts
23
_ J
RECITALS
j� 1999
HEALTH
C r. rrn, rq 1
41N n
This non-exclusive franchise agreement is entered into this day of.
by and between the City of Vernon (City) and
f l LTH ►� LLN915 h HP LJ-L 1 N 93 SE P V I C E (Franchisee),
for the collection and transportation of solid waste in the City.
Recitals
Whereas, the City is empowered under Section 7 of Article XI of the California
Constitution to make and enforce, within its limits, all police and sanitary
ordinances and regulations not in conflict with general laws; and,
Whereas, the Legislature of the State of California, by enactment of the California
Integrated Waste Management Act of 1989 (AB 939) (California Public Resources
Code Section 40000), has declared that it is in the public interest for the State, as
sovereign, to authorize and require local agencies to make adequate provisions for
solid waste handling within their jurisdictions; and,
Whereas, pursuant to California Public Resources Code Section 40059(a)(2) and Code
of the City of Vernon Chapter 12, the City Council of Vernon has determined that
the public health, safety, and well-being require that a non-exclusive franchise be
awarded to independent companies for the collection and transportation of solid
waste; and,
Whereas, the City desires the continuation of the openly competitive nature of solid
waste collection in the City; and,
Whereas, pursuant to the California Integrated Waste Management Act of 1989 (AB
939) (California Public Resources Code Section 40000, et seq.), the City is required to
divert 50 percent of its solid waste from landfill disposal by the year 2000, and
required to accurately measure the amount of solid waste from the City that is
generated, diverted, and disposed.
In consideration of the recitals stated above and the terms, conditions, covenants,
and agreements contained herein, the parties do hereby agree as follows:
Page 1
SECTION_1
GENERAL TERMS
1.1 Definitions
For the purposes of this agreement; the following definitions shall apply,:
AB 939
"AB 939" means the California Integrated Waste Management Act of 1989
(California Public Resources Code Section 40000 et seq.), as it may be amended from
time to time.
Agreement
"Agreement" means this non-exclusive franchise agreement between the City and
Franchisee, including any exhibits, attachments, and amendments thereto.
C�
"City" means the City of Vernon, a municipal corporation, and all the territory lying
within the municipal boundaries of the City as presently existing or as such
boundaries may be modified in the future.
City Administrator
"City Administrator means the City Administrator of the City of Vernon, or a duly
authorized representative, who may also be the Director of Environmental Health
except in the case of an appeal of the director's decision.
City Council
"City Council" means the City Council of the City of Vernon.
Code of the City of Vernon
"Code" means the Code of the City of Vernon, California, 1959, as now written or
hereafter amended or recodified.
Collect/Collection
"Collect" or "collection" means to take physical possession and transport, solid
waste within the City.
Page 2
Director
"Director" means the Director of Environmental Health of the City of Vernon, or a
duly authorized representative.
Disposal
"Disposal" means the management of solid waste through landfill disposal or
transformation at a permitted solid waste facility.
Disposal Facility
"Disposal facility" means the solid waste facility or facilities for the ultimate disposal
of solid waste.
Franchise
"Franchise" means the special right granted by the City under the Code of the City of
Vernon to operate as a non-exclusive enterprise for solid waste collection services
within the City.
Franchisee
"Franchisee" means the person to whom the City has granted a non-exclusive right
to provide solid waste services within the City as set forth in this agreement and as
described in the Code of the City of Vernon.
Garbage
"Garbage" means all waste animal and vegetable matter resulting from the
preparation, consumption, storing, processing, manufacturing or distribution of
food, animal feed, or other animal or vegetable matter.
Gross Receipts
"Gross receipts" means any and all compensation received by the Franchisee in
connection with collecting and transporting solid waste generated in the City, and
delivering that solid waste to waste processing facilities, waste transfer stations, or
disposal facilities. Gross receipts includes amounts received to reimburse the
Franchisee for the franchise fee paid to the City, and amounts received to reimburse
the Franchisee for the tipping fees it pays to waste processing facilities, waste transfer
stations, or disposal facilities.
Hazardous Substance
"Hazardous substance" shall mean any of the following: (a) any substances defined,
regulated or listed (directly or by reference) as "hazardous substances", "hazardous
materials", "hazardous wastes", "toxic waste", "pollutant" or "toxic substances" or
Page 3
similarly identified as hazardous to human health or the environment, in or
pursuant to (i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 USC §9601 et seq.(CERCLA); (ii) the Hazardous Materials
Transportation Act, 49 USC §1802, et seq.; (iii) the Resource Conservation and
Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251 et seq.; (v)
California Health and Safety Code §§25115-25117, 25249.8, 25281, and 25316; (vi) the
Clean Air Act, 42 USC §7901 et seq.; and (vii) California Water Code §13050; (b) any
amendments, rules or regulations promulgated thereunder to such enumerated
statutes or acts currently existing or hereafter enacted; and (c) any other hazardous or
toxic substance, material, chemical, waste or pollutant identified as hazardous or
toxic .or regulated under any other applicable federal, state or local environmental
laws currently existing or hereinafter enacted, including, without limitation, friable
asbestos, polychlorinated biphenyls ("PCBs"), petroleum, natural gas and synthetic
fuel products, and by-products.
Hazardous Waste
"Hazardous waste" means all substances defined as hazardous waste, acutely
hazardous waste, or extremely hazardous waste by the State of California in Health
and Safety Code §25110.02, §25115, and §25117 or in the future amendments to or
recodifications of such statutes or identified and listed as' hazardous waste by the US
Environmental Protection Agency (EPA), pursuant to the Federal Resource
Conservation and Recovery Act (42 USC §6901 et seq.), all future amendments
thereto, and all rules and regulations promulgated thereunder.
Parties
"Parties" means the City of. Vernon and the Franchisee
Person
"Person" means any individual, firm, association, organization, partnership,
corporation, business trust, joint venture, the United States, the State of California,
the County of Los Angeles, the City of Vernon, towns, cities, and special purpose
districts.
Premises
"Premises" means any land or building in the City where solid waste is generated or
accumulated.
Recyclable Materials
"Recyclable materials" means residential, commercial or industrial source separated
by-products of some potential economic value, set aside, handled, packaged, or
offered for collection in a manner different from solid waste.
Page 4
Refuse
"Refuse" includes garbage and rubbish.
Rubbish
"Rubbish" includes non-putrescible solid wastes such as ashes, paper, cardboard,
cans, yard clippings, wood, glass, bedding, crockery, plastics, rubber by-products or
litter.
Solid Waste
"Solid waste means all putrescible and non-putrescible refuse, as defined in Public
Resources Code §40191. Solid waste does not include:
A. Hazardous waste or low-level radioactive waste regulated under Chapter 7.6
(commencing with Section 25800) of Division 20 of the Health and Safety
Code.
B. Medical waste which is regulated pursuant to the Medical Waste Management
Act, California Health and Safety Code §117600, !a se ., as now codified or as the
same may later be amended or recodified, provided that the medical waste,
whether treated or untreated, is not delivered to a solid waste facility. Medical
wastewhichhas been treated and which is deemed to be solid waste shall be
subject to this agreement and the Code of the City of Vernon.
Waste Generator
"Waste generator" means any person whose act or process produces solid waste or
whose act first causes solid waste to become subject to regulation.
Waste Processing Facility
"Waste processing facility" means any facility which is used or maintained for the
temporary holding of waste for reuse, recycling, reduction, separation, treatment,
recovery, or conversion.
Waste Transfer Station
"Waste transfer station" means any facility which is used or maintained for the
receipt, temporary storage, and storage of waste until it is conveyed to a waste
processing facility or disposal facility.
1.2 Grant and Acceptance of Franchise
Subject to subsection 1.3, the City hereby grants to Franchisee the non-exclusive
franchise, right and privilege to collect and transport solid waste generated in the
Page 5
City and offered for collection, and to deliver that solid waste to waste processing
facilities, waste transfer stations, or disposal facilities. Such granting of franchise,
right and privilege to Franchisee shall be in accordance with this agreement and
Chapter 12 of the Code of the City of Vernon. Franchisee hereby accepts the
franchise on the terms and conditions set forth in this agreement.
1.3 Conditions to Effectiveness of Agreement
Franchisee's rights and City's obligations under this franchise are subject to the
following conditions, each of which, with the exception of subsection 1.3 D, may be
waived in whole or in part by the City:
A. Accuracy of Representations. That the representations and warranties made
by the Franchisee in its application for this franchise are true and correct on
and as of the effective date. of this agreement.
B. Absence of Litigation. That there shall be no litigation pending on the
effective date of this agreement in any court challenging the award or
execution of this agreement or seeking to restrain or enjoin its performance.
C. Furnishing of Insurance and Bonds. That the Franchisee shall have
furnished evidence of the insurance and bond required by section 5 of this
agreement.
D. Adoption of Ordinance. That a City ordinance authorizing the City Council
to approve and authorize the execution of this agreement on behalf of the
City shall have become effective.
1.4 Effective Date and Term of Agreement
The effective date of this agreement shall be Q? /�Z& d . The initial term of the
agreement shall begin on the effective date and end five (5) years from the following
December 31". Annually, on each January ? occurring during the initial term, or an
.extended term, of this agreement, beginning on January 1st, 2000, this agreement
shall be automatically extended for an additional period of one (1) year. If either
party notifies the other in writing prior to December 1" of any year during the initial
or extended term of this agreement that it objects to such an extension, the
agreement shall end on the last day of the then existing term, or on an earlier date
mutually agreed upon by the parties.
1.5 Non-exclusive Nature of Franchise
Franchisee acknowledges and agrees that the City may permit other persons besides
Franchisee to collect any or all types of solid waste including those listed in this
section, including recyclable materials, without seeking or obtaining approval of
Franchisee.
Page 6
This grant to Franchisee of a non-exclusive franchise, right and privilege to collect
and transport solid waste, and deliver that solid waste to waste processing facilities,
waste transfer stations, and disposal facilities shall be interpreted to be consistent
with state and federal laws, now and during the term of this agreement.
1.6 Ownership of Solid Waste
The Franchisee agrees that the ownership and right of possession of solid waste
shall be retained by either the waste generator or the Franchisee. Unless otherwise
agreed to in writing by the waste generator and the Franchisee, ownership and the
right of possession of solid waste shall transfer directly from the waste generator to
the Franchisee once the solid waste is collected by the Franchisee. Nothing in this
agreement shall be construed to imply that the City has any such ownership or right
of possession of solid waste. Such ownership or right of possession is subject to the
City's right to designate a waste processing facility, waste transfer station, or disposal
facility as described below in subsection 1.7.
1.7 City's Right to Designate Solid Waste Facility
The City reserves the right to direct or prohibit the Franchisee to deliver solid waste
to any waste processing facility, waste transfer station, or disposal facility designated
by the City. Franchisee agrees to comply with any written directions by the City to
use, or refrain from using, any particular waste processing facility, waste transfer
station, or disposal facility.
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SECTION 2
COLLECTION OPERATIONS
2.1 Compliance with the Codetof the City of Vernon
The Franchisee is subject to, and shall conduct its collection operations in
compliance with Chapter 12 of the Code of the City of Vernon, which is herein
incorporated by reference. If the Franchisee violates the provisions in Chapter 12 of
the Code of the City of Vernon, as determined by the Director of Environmental
Health, Franchisee shall be considered in default pursuant to subsection 6.1 of this
agreement.
2.2 Hazardous Waste
A. Employee Education. Franchisee agrees to establish and vigorously enforce
an educational program which will train Franchisee's employees in the
identification and proper handling of hazardous waste. Franchisee's
employees shall not knowingly place such hazardous waste in the collection
vehicles, nor knowingly deliver any such hazardous wastes to any waste
processing facility, waste transfer station, or disposal facility.
B. Identification and Notification. If the Franchisee determines that solid waste
placed in any container for collection is hazardous, infectious, not legally
disposable at the disposal site, or potentially hazardous to Franchisee's
employees, the Franchisee shall have the right to refuse to accept such waste.
The Franchisee shall contact the customer and request that proper handling
of such waste be arranged. If the customer cannot be reached immediately,
the Franchisee shall, prior to leaving the premises, leave a bilingual,
Spanish/English tag at least YxY indicating the reason for refusing to collect
the waste, and deliver a copy of the tag, along with the address of premises
(and the name of the customer, if known) to the Director of Environmental
Health no later than the following business day.
C. Proper Disposal of Mistakenly Collected Hazardous Waste. If the hazardous
waste is delivered to the disposal facility before its presence is detected and the
customer cannot be identified or fails to remove the hazardous waste after
being requested to do so, the Franchisee shall arrange and pay for its proper
delivery to a permitted hazardous waste treatment, storage, or disposal
facility.
2.3 Report Unauthorized Dumping
Franchisee shall direct its drivers to note (1) the addresses of any premises at which
they observe that solid waste is accumulating and is not being delivered for
collection; and (2) the address, or other location description, at which solid waste has
Page 8
been dumped in an apparently unauthorized manner. Franchisee shall deliver the
address or description to the Director of Environmental Health within three (3)
working days of such observation in order to protect public health, safety, and
welfare.
2.4 Requirement of Health Permit
The Franchisee agrees to obtain annually a City of Vernon Health Permit and affix a
City -issued permit verification plate, decal, or gummed sticker to each of its waste
collection vehicles operating in the City.
Page 9
SECTION 3
FRANCHISE FEES
3.1 Franchise Fee
Franchisee, agrees to pay to the City a franchise fee based on a percentage of its gross
receipts from providing solid waste collection service to its customers in the City.
Compensation received for providing recyclable collection service is not subject to
the fee. Franchisee agrees to bill its customers appropriately for each type of service
based on the Franchisee's cost for each type of service. The franchise fee rate shall be
determined by resolution of the City Council.
3.2 Timing of Franchise Fee Payments
On or before the last day of each month following the end of a calendar quarter,
Franchisee shall remit to City the franchise fee payment based on the gross receipts
for the previous calendar quarter. If the franchise fee payment is not received by the
City on or before last day of any month following the end of a calendar quarter,
Franchisee shall pay to the City a late payment fee in an amount equal to ten percent
(10%) of the amount owing for that quarter. Franchisee shall pay an additional ten
percent (10%) owing on any unpaid balance for each month following the initial
thirty (30) day period the franchise fee remains unpaid.
Page 10
SECTION 4
RECORDS AND REPORTS
4.1 Maintenance of Records
Franchisee shall maintain such accounting, statistical, and other records related to
its performance under this agreement as shall be necessary to develop the financial
statements and other reports required by this agreement. Also, Franchisee agrees to
conduct data collection, information and record keeping, and reporting activities
needed to comply with applicable laws and regulations, and to meet the reporting
and solid waste program management needs of the City. To this extent, such
requirements set out in this and other sections of this agreement shall not be
considered limiting or necessarily complete. In particular, this section is intended
only to highlight the general nature of records and reports and is not meant to
define exactly what the records and reports are to be and their content. Further, with
the written direction or approval of the City, the records and reports to be
maintained and provided by Franchisee in accordance with this and other sections
of the agreement may be adjusted in number, format, or frequency.
4.2 Records of Gross Receipts
Franchisee shall maintain records of gross receipts from its customers in the City,
and segregate those gross receipts from gross receipts from its customers in other
jurisdictions. Records shall be maintained such that the sum of gross receipts
reported to the City and upon which the franchise fee payment is based can be easily
traced to the Franchisee's daily bank deposit and monthly bank statement.
4.3 Records of Tonnage
Franchisee shall maintain records of solid waste and recyclable tonnage collected
from its customers in the City, and segregate them from tons collected in other
jurisdictions. Tonnage records shall be maintained such that the summary of
tonnage reported to the City can be easily traced to the weight tickets from the
various waste processing facilities, waste transfer stations, or disposal facilities. In
instances when tonnage from the City is included in the same truck load as tonnage
from another jurisdiction, the Franchisee shall allocate the tonnage in that load
based on the bin capacity served in each jurisdiction, or other tonnage allocation
method approved by the Director of Environmental Health.
4.4 Quarterly Reports
Franchisee shall submit to the City a quarterly report that accompanies its franchise
fee payment. The form of the report shall be set by the Director of Environmental
Health and include, but not necessarily be limited to, the following information:
Page 11
Gross receipts by customer type (e.g., front-end loader, rolloff); refuse tonnage
collected by customer type; recycling tonnage collected by customer type; and,
tonnage delivered to each waste processing facility, waste transfer station, and
disposal facility.
4.5 Billing Format
The Director of Environmental Health shall have the right to require changes to the
billing format to itemize certain appropriate charges or to otherwise clarify the
billing and/or the expected impact of City fees on rates. The Franchisee will
cooperate with the City to revise its billing format as necessary to itemize
appropriate charges from time to time.
4.6 Inspection by City
The Director of Environmental Health or his/her agents, shall have the right to
observe and review Franchisee's operations and enter Franchisee's premises for the
purposes of such observations and review at all reasonable hours with reasonable
notice. Additionally, the City reserves the right to review and/or audit the
Franchisee's financial and operating records, including, but not limited to, gross
receipts and tonnage records, upon reasonable notice during business hours. The
scope of`the review and/or audit shall be limited to verifying the proper payment of
franchise fees and the accurate reporting of tonnage. Franchisee shall comply with
such review or audit.
Page 12
SECTION 5.
INDEMNITY, INSURANCE AND BOND
5.1 Indemnification of City
A. Indemnification Generally. Separate and distinct from the insurance and
default provisions found in this agreement, Franchisee agrees to defend, with
counsel to be agreed upon by both parties, indemnify, and hold, harmless, the
City and its agents, officers, servants, and employees from and against any and
all claims, demands, damages, liabilities, costs, or expenses for any damages or
injuries to any person or property, including but not limited to, injury to
Franchisee's or the City's employees, agents, or officers which arise from or
are connected with or are caused or claimed to be caused by acts or omissions
of, Franchisee, or their agents, officers, or employees, in the preparation,
bidding, execution, administration, or performance of this agreement, or in
performing the work or services herein, and all costs and expenses of
investigating and defending against same; provided, however, that
Franchisee's duty to indemnify and hold harmless shall not include any
claims or. liability arising from the sole negligence or willful misconduct of
the City, its agents, officers, or employees, determined by a court of competent
jurisdiction.
B. Hazardous Materials Indemnification. Franchisee shall indemnify, defend,
with counsel to be agreed upon by both parties, protect and hold harmless the
City, its officers, employees, agents, assigns, and any successor or successors to
the City's interest from and against all claims, actual damages (including but
not limited to special and consequential damages), natural resources damages,
punitive damages, injuries, costs, response, remediation and removal costs,
losses, demands, debts, liens, liabilities, causes of action, suits, legal or
administrative proceedings, interest, fines, charges, penalties, and expenses
(including but not limited to attorneys and expert witness fees and, costs
incurred in connection with defending against any of the foregoing or in
enforcing this indemnity) of any kind whatsoever paid, incurred, or suffered
by, or asserted against, the City or its officers, employees, or agents arising
from or attributable to any repair, cleanup or detoxification, or preparation
and implementation of any removal, remedial, response, closure or other
plan (regardless of whether undertaken due to government action)
concerning any hazardous substance or hazardous wastes at any waste
processing facility, waste transfer station, disposal facility, or other place
where solid waste is or has been transported, transferred, delivered, processed,
stored, disposed of or has otherwise come to be located by Franchisee or its
activities pursuant to this agreement resulting in a release of any hazardous
substance into the environment.
Page 13
C. Indemnity Agreement Pursuant to CERCLA. The foregoing indemnity is
intended to operate as an agreement pursuant to 107(e) of the Comprehensive
Environmental Response, Compensation and Liability Act, "CERCLA," also
known as "Superfund," 42 U.S.C. 9607(e), and California Health and Safety
Code 25364, to defend, protect, hold harmless, and indemnify the City from all
forms of liability under CERCLA, other applicable statutes or common law for
any and all matters addressed in this provision. This provision shall survive
the expiration of the term of this agreement.
5.2 Insurance
A. Minimum Scope and Limits of Insurance
During the term of this agreement, the Franchisee shall maintain the
following insurance coverage with limits no less than:
1. Commercial General Liability Insurance: minimum $1,000,000 per occurrence
for all coverages. Total general liability coverage, including excess or
umbrella coverage, shall be not less than $2,000,000 general aggregate.
2. Business Auto Liability Insurance: minimum $1,000,000 bodily injury and
$1000,000 property damage, per accident. Primary coverage with combined
single limit of $1,000,000 per accident may be used if supplemented by excess
or umbrella insurance with an aggregate limit of not less than $3,000,000,
provided the total coverage available for any one accident for bodily injury
and property damage shall be a minimum of $2,000,000; and,
3. Worker's Compensation as required by California law and Employers
Liability with limits of no less than $1,000,000 per accident or disease.
B. Deductibles and Self -Insured Retentions. Any significant deductibles or self -
insured retentions must be declared to and approved by the City
Administrator. At the option of the City Administrator, either: the insurer
shall reduce or eliminate such deductibles or self -insured retentions with
respect to the City, its officials, employees, agents, or volunteers; or the
Franchisee shall procure an additional letter of credit or bond guaranteeing
payment of losses and related investigations, claim administration, and
defense expenses.
C. Other Insurance Provisions. The policies are to contain, or be endorsed to
contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its officers, agents, and employees shall be named as
additional insureds on these policies.
Page 14
b. The Franchisee's insurance coverage shall be primary insurance with
respect to the City, its officials, employees and volunteers. Any
insurance or self-insurance maintained by the City, or its officials,
employees, or . volunteers shall be in excess of the Franchisee's
insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, or its officials, employees,- or
volunteers.
d. Coverage shall state that the Franchisee's insurance shall apply
separately to each insured against whom claim is made or suit is
brought, except with respect to the limits of the insurer's liability.
f. Such other endorsements as may be required by addendum hereto.
2. Worker's Compensation and Employers Liability Coverage:
The insurer shall agree to waive all rights of subrogation against the
City, and its officials, employees, and volunteers for losses arising from
work performed by the Franchisee in the City.
3. The insurance policies shall not be canceled, other than for non-
payment of premium, materially reduced in coverage or allowed to
expire without at least thirty (30) days prior written notice to the City
from the insurance company. If the policies are canceled for non-
payment of premium, the insurance company shallprovide the City
with at least ten (10) days prior written notice.
D. Acceptability of Insurers. The insurance policies required by this section shall
be issued by an insurance company or companies authorized to do business
in the State of California and with a rating in the most recent edition of Best's
Insurance Reports of size category VII or larger and a rating classification of A
or better.
E. Required Endorsements. Each insurance policy shall contain appropriate
endorsements, as specified by the City.
F. Delivery of Proof of Coverage. Simultaneously with the execution of this
agreement, Franchisee shall furnish the City certificates of each policy of
insurance required hereunder, in form and substance satisfactory to the City
Administrator. Renewal certificates shall be furnished to the City to
demonstrate maintenance of the required coverages throughout the term of
the agreement.
G. Changes to Insurance Requirements. The insurance requirements for this
franchise may be revised from time to time by resolution of the City Council
Page 15
consistent with prevailing insurance practices for comparable enterprises
insuring, against the same or similar risks. Upon ninety (90) days notice from
the City to the Franchisee, the revised requirements shall be deemed a part of
this agreement, and it shall be the Franchisee's obligation to comply with the
same.
5.3 Faithful Performance Bond
Simultaneously with the execution of this agreement, Franchisee shall, at its sole
expense, deliver to the City a bond, payable to the City, securing the Franchisee's
faithful performance of its obligations under this agreement. The principal sum of
the bond shall be ten thousand dollars ($10,000). The bond shall be unconditional
and remain in force during the entire term of this agreement. The bond shall be
null and void at the end of the term of this agreement only if the Franchisee
promptly and faithfully performs its obligations under this agreement. The bond
shall be executed as surety by a corporation 'authorized to issue surety bonds in the
State of California, with a financial condition and record of service satisfactory to the
City.
In the alternative, Franchisee may deposit a letter of credit or open a certificate of
deposit in an amount of ten thousand dollars ($10,000) in the name of the City to be
held to secure this faithful performance.
The bond requirement in this subsection may be amended by resolution of the City
Council.. Should the City exercise its right to modify this bond requirement, it shall
provide the Franchisee with ninety (90) days prior written notice.
Page 16
SECTION 6
DEFAULT AND REMEDIES
6.1 Events of Default
Each of the following shall constitute an .event of default ("event of default"):
A. Failure to Perform. The Franchisee fails to perform any of its material
obligations under this agreement, as it may be amended from time to time.
B. Failure to Make Timely Franchise Fee Payments. The Franchisee fails to
make franchise fee payments within three (3) months of the last day of the
month following the calendar quarter for which they are due.
C. Failure to Submit Timely Reports, The Franchisee fails to submit quarterly
reports within three (3) months of the last day of the month following the
calendar quarter for which they are due.
D. Misrepresentation. Any misrepresentation or disclosure made to the City by
Franchisee in connection with or as an inducement to entering this
agreement or any future amendment to this agreement, which proves to be
false or misleading in any material respect as of the time the representation or
disclosure is made, whether or not any such representation or disclosure
appears as part of this agreement.
E. Failure to Maintain Coverage. Franchisee fails to provide or maintain in full
force and effect the general liability, auto liability, workers' compensation, or
employer's liability coverage required by this agreement.
F. Violation of the Code of the City of Vernon. Franchisee violates the
provisions Chapter 12 of the Code of the City of Vernon, as determined by the
Director of Environmental Health.
G. Failure to Secure and Maintain Health Permit. Franchisee fails to obtain,
renew, pay for, or maintain a valid City of Vernon Health Permit for each
waste collection vehicle operating in the City.
6.2 Right to Terminate Upon Default
Upon an event of default by Franchisee, the City may terminate this agreement in
the manner provided in Chapter 12 of the Code of the City of Vernon.
Page 17
SECTION 7
OTHER AGREEMENTS OF THE PARTIES
7.1 Relationship of Parties
The parties intend that Franchisee shall perform the services required by this
agreement as an independent Franchisee and not as an officer or employee of the
City, nor as a partner of or joint venturer with the City. No employee or agent of
Franchisee shall be or shall be deemed to be an employee or agent of the City. Except
as expressly provided herein, Franchisee shall have the exclusive control over the
manner and means of conducting the solid waste collection services performed
under this agreement, and all persons performing such services. Franchisee shall be
solely responsible for the acts and omissions of its officers, employees,
subcontractors, and agents, and shall not obtain any rights to retirement benefits,
workers' compensation benefits, or any other benefits which accrue to the City
employees by virtue of their employment with the City.
The parties intend that the Franchisee and/or its customers, and not the City,
"arrange for" the transportation and disposal of solid waste as that term is used in
the context of the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA), 42 U. S. C. 9607 (a).
7.2 Compliance with Law
In providing the services required under this agreement, Franchisee shall at all
times, at its sole cost, comply with all applicable laws of the United States, the State
of California, the City and other states or counties which may have jurisdiction over
any service provided in this agreement and with all applicable regulations
promulgated by any federal, state, regional, or local administrative or regulatory
agency, now in force and as they may be enacted, issued, or amended during the
term of this agreement.
7.3 Governing Law
This agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of California.
In the event that any provision of this agreement conflicts with the Code of the City
of Vernon, the Code of the City of Vernon shall prevail.
Page 18
7.4 Jurisdiction
Any lawsuits between the parties arising out of this agreement shall be brought and
concluded in the courts of the State of California, which shall have exclusive
jurisdiction over such lawsuits. With respect to venue, the parties agree that this
agreement is made in and will be performed in the City of Vernon, County of Los
Angeles and State of California.
7.5 Assignment and Transfer
Except as provided in this subsection, neither party shall assign its rights nor
delegate or otherwise transfer its obligations under this agreement to any other
person without the prior written consent of the other party. Any such assignment
without the consent of the other party shall be void and the attempted assignment
shall constitute a material default of this agreement. If the Franchisee requests the
City's consideration of and consent to an assignment, the City may deny or approve
such request at its sole and complete discretion.
For purposes of this subsection, "assignment" shall include, but not be limited to: (i)
a sale, exchange, or other transfer of substantially all of Franchisee's assets dedicated
to service under this agreement to a third party; (ii) a single transaction in which a
sale, exchange, or other transfer of 10% or more of the outstanding common stock of
Franchisee occurs; (iii) any reorganization, consolidation, merger recapitalization,
stock issuance or re -issuance, voting trust, pooling agreement, escrow arrangement,
liquidation, or other transaction to which Franchisee or any of its shareholders is a
party which results in a change of ownership or control of 10% or more of the value
or voting rights in the stock of Franchisee; and (iv) any combination of the
foregoing (whether or not in related or contemporaneous transactions) which has
the effect of any such transfer or change of ownership. For purposes of this
subsection, the term "proposed assignee" shall refer to the proposed transferee(s) or
other successor(s) in interest pursuant to the assignment.
7.6 Binding on Successors
The provisions of this agreement shall inure to the benefit to and be binding on the
successors and permitted assigns of the parties.
7.7 Parties in Interest
Nothing in this agreement, whether express or implied, is intended to confer any
rights on any persons other than the parties to it and their representatives,
successors, and permitted assigns.
Page 19
7.8 Waiver
The waiver by either party of any breach or violation of any provisions of this
agreement shall not be deemed to be a waiver of any breach or violation of any
other provision nor of any subsequent breach or violation of the same or any other
provision.
The subsequent acceptance by either party of any monies which become due
hereunder shall not be deemed to be a waiver of any preexisting or concurrent
breach or violation by the other party of any provision of this agreement.
7.9 Notice Procedures
All notices, demands, requests, proposals, approvals, consents and other
communications which this agreement requires, authorizes or contemplates shall,
except as otherwise specifically provided, be in writing and shall be effective when
personally delivered to a representative of the parties at the address below or
deposited in the United States mail, first class postage prepaid, addressed as follows:
If to the City:
Mr. Lewis Pozzebon
Director of Environmental Health
City of Vernon
4305 Sante Fe Avenue
Vernon, CA 90058
If to Franchisee:
Name: V L - MFADoh1"A
Title: —OW M E R
Address: 7 7 o S' L/ N G a 1 N AUc
WALOuT C:% 00-1$9
The address to which communications may be delivered may be changed from time
to time by a notice given in accordance with this subsection.
7.10 Representatives of the Parties
As allowed by the Code of the City of Vernon, all actions to be taken by the City
related to this agreement, shall be taken by the City Administrator except as
provided below. City Administrator may delegate, in writing, authority to other
Page 20
City officials and may permit such officials, in turn, to delegate in writing some or
all of such authority to subordinate officers. Franchisee may rely upon actions taken
by such delegates if they are within the scope of the authority properly delegated to
them.
A. The Director of Environmental Health shall be responsible for
administration of this agreement on behalf of the City.
B. The Director of Environmental Health may delegate authority to appropriate
City employees or other appropriate persons.
C. The City Administrator reserves to himself, or herself all discretionary and
administrative authority not otherwise expressly delegated pursuant to this
agreement. Whenever this agreement requires approval by the City, the
approval may be given by the City Administrator.
Franchisee shall, by the effective date, designate in writing a responsible officer who
shall serve as the representative of Franchisee in all matters related to the
agreement and shall inform the City in writing of such designation and of any
limitations upon his/her authority to Franchisee. City may rely upon action taken
by such designated representative as action of Franchisee unless they are outside the
scope of the authority delegated to him/her by Franchisee as communicated to the
City. Franchisee may change such designation by notifying the Director of
Environmental Health in accordance with subsection 7.9.
7.11 Franchisee to Defend Agreement
Franchisee shall defend, at its sole expense, the validity of this agreement against all
challenges to this agreement by any entity or person not a party to this agreement.
Franchisee shall indemnify the City against any liability to entities or persons not
party to agreement resulting from a determination that this agreement violates any
state or .federal law, statute, or constitutional provision.
7.12 Declared State of Emergency
In the event that an authorized official declares a State of Emergency within any
geographic area of the City, as authorized in Chapter 7, Division 1, Title 2 of the
California Government Code (California Emergency Services Act) or U.S. Public
Law 81-920 (Federal Civil Defense Act of 1950), the City will have the right to
exercise all privileges and perform all services required under this agreement, but
will not be required to make prior notification to Franchisee.
Page 21
SECTION 8
MISCELLANEOUS AGREEMENTS
8.1 Entire Agreement
This agreement, represents the full and entire agreement between the parties with
respect to the matters covered herein.
8.2 Subsection Headings
The section headings and subsection headings in this agreement are for
convenience or reference only and are not intended to be used in the construction of
this agreement, nor to alter or affect any of its provisions.
8.3 References to Laws
All references in this agreement to laws shall be understood to include such laws as
they may be subsequently amended or recodified, unless otherwise specifically
provided.
8.4 Interpretation
This agreement shall be interpreted and construed reasonably and neither for nor
against either party, regardless of the degree to which either party participated in its
drafting.
8.5 Amendment
This agreement may not be modified or amended in any respect except by a written
agreement duly approved and signed by the parties.
8.6 Severability
If any provision of this agreement is for any reason deemed to be invalid and
unenforceable, the invalidity or unenforceability of such provision shall not affect
any of the remaining provisions of this agreement which shall be enforced as if such
invalid or unenforceable .provision had not been contained herein. .
8.7 Counterparts
This agreement may be executed in counterparts each of which shall be considered
an original.
Page 22
IN WITNESS WHEREOF, the City and Franchisee have executed this agreement as
of the day and year first above written.
CITY OF VERNON, a California
municipal corporation
By: ,
LEONIS C. MALBURG, Mayor
ATTEST:
By:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO LEGAL FORM AND CONTENT:
By:Z7 a
DAVID B. BREARLEY, City Attorney 5F-r,4j lee
RLtbslsI AuLIPJ(Franchisee)
By:
Title: QWN ER -
By:
Title:
Note: If the franchisee is a corporation or limited liability company, the legal name of the corporation
or limited liability company shall be set forth above; together with the signatures of at least two (2)
officers, as follows: (1) the chairman of the board, president or any vice-president (first signature), and
(2) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer (second
signature). If the franchisee is a partnership, the true name of the firm shall be set forth above,
together with the signature of the partner or partners authorized to sign contracts on behalf of the
partnership.
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RESOLUTION NO. 9551
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON TERMINATING THE NON-EXCLUSIVE SOLID WASTE
FRANCHISE GRANTED TO ALTA RUBBISH HAULING SERVICE
BY THE CITY OF VERNON PURSUANT TO RESOLUTION NO.
7494
WHEREAS, on February 15, 2000, the City Council of the City
of Vernon adopted Resolution No. 7494 approving a Non -Exclusive
Franchise Agreement for Solid Waste Management Services dated
February 15, 2000, (the "Agreement") by and between the City of Vernon
and Alta Rubbish Hauling Service ("Alta" or "Franchisee"); and
WHEREAS, Section 3.1 of the Agreement provides for the
payment of franchise fees; and
WHEREAS, Section 3.2 of the Agreement provides for the
payment of late fees if the franchise fee payment is not received by
the City within the specified time; and
WHEREAS, Section 4.4 of the Agreement provides that a
franchise quarterly report is due on the last day of the month
following the end of a calendar quarter; and
WHEREAS, by letter dated December 3, 2007, Lewis J. Pozzebon,
Director of Environmental Health and Health Officer, notified Alta that
the quarterly reports for the second and third quarters of 2007 were
late, the franchise fees and the late payment fees for said quarters
were due and that the failure to submit the timely reports and fees
constituted an event of default under the Agreement unless cured by
December 27, 2007; and
WHEREAS, by letter dated January 28, 2008, Eric Fresch, City
Administrator, notified Alta of the City's intent to terminate the
1 Agreement pursuant to Section 12.50 of the Vernon City Code at a
2 hearing to consider the termination scheduled for February 19, 2008,
3 at approximately 10 a.m.; and
4 WHEREAS, the written notice to Alta cited the reasons for
5 the proposed termination as failure to make timely submissions of the
6 franchise fee payments and quarterly reports pursuant to Sections 3.2
7 and 4.4 of the Agreement; and
8 WHEREAS, Section 6.1 of the Agreement provides that Alta is
9 in default of the Agreement if it fails to perform (Sec. 6.1.A) and
10 fails to make timely franchise fee payments (Sec. 6.1.B); and
11 WHEREAS, Section 6.2 of the Agreement provides that upon an
12 event of default by Alta, the City may terminate the Agreement; and
13 WHEREAS, based upon past reports submitted, Alta would owe
14 approximately Two Hundred Twenty Dollars ($220.00) per quarter of
15 arrears plus late fees; and
16 WHEREAS, on February 19, 2008, a duly noticed hearing on the
17 proposed franchise termination was conducted by the City Council of
18 the City of Vernon, at which time Alta was given an opportunity to be
19 heard; and
20 WHEREAS, the City Council has heard and considered all
21. evidence, both written and oral, presented in support and in
22 opposition to Alta's franchise termination.
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE:
24 CITY OF VERNON AS FOLLOWS:
25 SECTION 1: The City Council of the City of Vernon hereby
26 finds and determines that the recitals contained hereinabove are true
27 and correct.
28 SECTION 2: The City Council of the City of Vernon further
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Ifinds that all persons have had the opportunity to be heard or to file
written objections to the proposed franchise termination, and having
heard and reviewed no such oral and writtenobjections, determines
that there are compelling reasons to justify the termination of the
Non -Exclusive Franchise Agreement for Solid Waste Management Services
approved by Resolution No. 7494 as follows:
(a) Alta has failed to pay the required franchise fee
payments and applicable late fees since the first quarter of 2007 and
based upon the first quarter would owe approximately Two Hundred
Twenty Dollars ($220.00) per quarter of 2007 plus late fees;
(b) Alta has failed to submit timely quarterly reports for
the second, third and fourth quarters of 2007;
(c) Alta has failed to promptly and faithfully perform its
obligations under the Agreement; and
(d) Alta is in default of the Agreement pursuant to Section
6.1 of the Agreement.
SECTION 3: The franchise granted to Alta is hereby declared
terminated pursuant to Section 12.50(b) of the Vernon City Code,
effective February 19, 2008.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a copy of this
resolution within 30 days of the conclusion of the hearing to:
Alta Rubbish Hauling Service
Attn. Sal Altadonna
770 S. Lincoln Avenue
Walnut, CA 91789
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to execute any and
all documents necessary for the purpose of securing the Performance
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Bond funds for, and on behalf of, the City of Vernon.
SECTION 6: The City Clerk of the City of Vernon shall.
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 19th day of February, 2008.
ATTEST:
k� - —
DIIANUELA GIRON, City Clerk
i
Name: Leonis C. Malburg
Title: Mavor.
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9551, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Tuesday, February 19, 2008,
and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the
City of Vernon.
(SEAL)
MANUELA GIRON, ity Clerk
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4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
March 4, 2008
Mr. Sal Altadonna
Alta Rubbish Hauling Service
770 S. Lincoln Avenue
Walnut, CA 91789
Re: Termination of the Non -Exclusive Solid Waste Franchise
Dear Mr. Altadonna:
Transmitted herewith is a copy of Resolution No. 9551 regarding the
above -referenced, which was approved by City Council on February 19,
2608.
If you have any questions regarding this matter, please call Mr. Lewis
Pozzebon, at (323) 583-8811 ext. 229.
�,_, Very truly yours,
t
4/,Ielly Giron
City Clerk
NG:dr
c: Lewis Pozzebon
Resolution No. 9551
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