Resolution No. 95301
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RESOLUTION NO. 9530
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND
BETWEEN THE CITY OF VERNON, INNOVATIVE WASTE
CONTROL, INC. AND CONSOLIDATED DISPOSAL SERVICES.
CONCERNING A CONDITIONAL USE PERMIT TO OPERATE
SOLID WASTE TRANSFER STATION AT 4133 BANDINI
BOULEVARD IN THE CITY
WHEREAS, the City of Vernon granted a Conditional Use Permit
to Innovative Waste Control Inc. ("Innovative") by Resolution No. 7926
adopted on March 20, 2002, to operate a solid waste transfer station
at 4133 Bandini Boulevard, subject to certain conditions and
mitigating measures set forth in Resolution No. 7926 (the "CUP"); and
WHEREAS, by letter dated December 20, 2007, Innovative
requested the City to transfer the CUP to Consolidated Disposal
Service, LLC ("CDS") because CDS was purchasing the assets of
Innovative which includes the solid waste transfer station and the
permits and contracts held by Innovative; and
WHEREAS, CDS is a major provider of integrated solid waste
management services in the greater Los Angeles marketplace and
currently has a franchise agreement with the City to provide
commercial collection services in the City; and
WHEREAS, CDS desires to operate the solid waste transfer
station and assume all the rights and obligations of Innovative under
the CUP; and
WHEREAS, Innovative has agreed to assign all of its rights
and obligations under the CUP to CDS; and
WHEREAS, the City desires to consent to the assignment of
the CUP from Innovative to CDS, subject to CDS assuming all
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obligations, indemnities, releases, conditions, mitigating measures
and covenants of the CUP, as amended.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinaboue are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Assignment and Assumption Agreement, in.substantially the
same form as the copy which is,attached hereto as Exhibit.A and
incorporated by reference.
SECTION'3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City hereby authorizes
the City Administrator, or his designee, to make whatever non-
substantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send one fully executed
Agreement to the following:
Mr. Harold Arsenian, President
Innovative Waste Control, Inc.
4133 Bandini Boulevard
Vernon, CA 90023
Mr. Russell Dix, Area President
Consolidated Disposal Service, LLC
12949 Telegraph Road
Santa Fe Springs, CA 90670-4009
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1 SECTION 6: The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 22nd day of January, 2008.
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6,�u-�
7 Name: T�e®nis C. Malburg
8 Title: Mayor 1117--
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10 ATTEST:
11n4vt�
v�
12 MAAUELA GIRON, City Clerk
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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._-9530, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Tuesday, January 22, 2008, and'i
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
Y�
MANUEL GIR N, City Clerk
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EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
made as of January 22, 2008 by and between the City of Vernon, a body corporate and politic
(the "City"), Innovative Waste Control, Inc. ("Assignor"), and Consolidated Disposal Services,
LLC ("Assignee"), based on the following facts:
A. The City granted a Conditional Use Permit to Assignor by Resolution No. 7926
adopted on March 20, 2002, subject to certain conditions and mitigating measures set forth in
Resolution No. 7926 (the "City CUP").
B. Assignor and Assignee desire that Assignor assign to Assignee and Assignee
assume from Assignor all of Assignor's rights and obligations under the City CUP to operate the
solid waste transfer station located at 4133 Bandini Boulevard in the City, together with all of
Assignor's other rights and obligations with respect thereto.
C. The City consents to the assignment from Assignor to Assignee on the terms and
conditions set forth below.
D. Initially capitalized terms used herein without definition shall have the meaning
ascribed to them in the City CUP,
The parties hereby agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee, and
Assignee hereby assumes from Assignor, all of Assignor's rights and obligations to operate the
solid waste transfer station located at 4133 Bandini Boulevard in the City pursuant to, subject to
and in accordance with the terms, conditions and mitigating measures of the City CUP.
Assignee hereby assumes and agrees to be bound by and to perform and observe, for the benefit
of the City, all of the obligations, indemnities, releases, conditions, mitigating measures and
covenants of the City CUP.
2. No Release. Notwithstanding this Assignment, nothing contained herein shall
release Assignor from the obligations, indemnities, releases, conditions, mitigating measures and
covenants of Applicant under the City CUP.
3. Consent. City hereby consents to the assignment, transfer and conveyance by
Assignor of its interests, rights and obligations under the City CUP to Assignee and the
assumption by Assignee of Assignor's rights and obligations thereunder.
4. Counterparts and Facsimile. This Agreement may be executed in any number
of counterparts, each of which is an original and all of which are one instrument with the same
effect as if all parties had signed the same signature page. Documents exchanged by facsimile
shall be binding on the parties.
ATTEST:
MANUELA GIRON, City Clerk
APPROVED AS TO FORM:
JEFF A. HARRISON, City Attorney
CITY OF VERNON
By: -
Name:
Title: Mayor / Mayor Pro-Tem
INNOVATIVE WASTE CONTROL, INC.
By:_
Name:
Title:
CONSOLIDATED DISPOSAL SERVICE, LLC
By: _
Name:
Title:
2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
made as of January 22, 2008 by and between the City of Vernon, a body corporate and politic
(the "City"), Innovative Waste Control, Inc. ("Assignor"), and Consolidated Disposal Services,
LLC ("Assignee"), based on the following facts:
A. The City granted a Conditional Use Permit to. Assignor by Resolution No. 7926
adopted on March 20, 2002, subject to certain conditions and mitigating measures set forth in
Resolution No. 7926 (the "City CUP").
B. Assignor and Assignee desire that Assignor assign to Assignee and Assignee
assume from Assignor all of Assignor's rights and obligations under the City CUP to operate the
solid waste transfer station located at 4133 Bandini Boulevard in the City, together with all of
Assignor's other rights and obligations with respect thereto.
C. The City consents to the assignment from Assignor to Assignee on the terms and
conditions set forth below.
D. Initially capitalized terms used herein without definition shall have the meaning
ascribed to them in the City CUP.
The parties hereby agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee, and
Assignee hereby assumes from Assignor, all of Assignor's rights and obligations to operate the
solid waste transfer station located at 4133 Bandini Boulevard in the City pursuant to, subject to
and in accordance with the terms, conditions and mitigating measures of the City CUP.
Assignee hereby assumes and agrees to be bound by and to perform and observe, for the benefit
of the City, all of the obligations, indemnities, releases, conditions, mitigating measures and
covenants of the City CUP.
2. No Release. Notwithstanding this Assignment, nothing contained herein shall
release Assignor from the obligations, indemnities, releases, conditions, mitigating measures and
covenants of Applicant under the City CUP.
3. Consent. City hereby consents to the assignment, transfer and conveyance by
Assignor of its interests, rights and obligations under the City CUP to Assignee and the
assumption by Assignee of Assignor's rights and obligations thereunder.
4. Counterparts and Facsimile. This Agreement may be executed in any number
of counterparts, each of which is an original and all of which are one instrument with the same
effect as if all parties had signed the same signature page. Documents exchanged by facsimile
shall be binding on the parties.
ATTEST:
ANUELA GIRON, Oty Clerk
APPROVED AS TO FORM:
Coo
CITY OF VERNON
By: S/HILARIO GONZALES
Title: Mayor / Mayor Pro-Tem
INNOVATIVE WASTE CDNTROL, INC.
L-12
1►1
Title: '
CONSOLIDATED DISPOSAL SERVICE, LLC
Name:
Title:
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01/24/2008 14:01 0000000000000
PAGE 04/08
4. Counterparts and Facsimile, This Agreement maybe executed in any number
of counterparts, each of which is an original and all of which are one instrument with the same
effect as if all parties had signed the same signature page. Documents exchanged by facsimile
Shall be binding on the parties,
CITY OF VERNON
By:
Name:
Title: Mayor / Mayor Pro-Tem
ATTEST:
MA.NUELA OIRON, City Clerk
APPROVED AS TO FORM:
JEFF A. HARRISON, City Attorney.
INNOVATIVE WASTE CONTROL, INC.
By:
......Name:
Title:
CONSOUDATED DISP.0SAL SERVICE, LLC
By:
Name:Vaui fZcdr
Title: a_ 1(,10121ZQ ds!?!
2
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: February 27, 2008
TO: Lewis Pozzebon, Director of Environmental Health
Kevin Wilson, Director of Community Services & Water
FROM: Nelly Giron, City Clerk
RE: Resolution No. 9530 - Assignment and Assumption Agreement
Concerning a Conditional Use Permit to Operate Solid Waste
Transfer Station at 4133 Bandini Boulevard, Vernon, CA
Transmitted herewith is a copy of the agreement and Resolution No.
9530 referenced above, which was approved by City Council on January
22, 2008.
Thank you.
NG:dr
c: Resolution No. 9530
Agreement No. 08-009
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
January 23, 2008
VIA U.S. MAIL
Mr. Harold Arsenian, President
Innovative Waste Control, Inc.
4133 Bandini Boulevard
Vernon, CA 90023
Re: Assignment and Assumption Agreements for the Conditional Use
Permit, Services Agreement and Franchise Agreement
Dear Harold:
Enclosed please find three duplicate originals of the aforementioned
Agreements, which need to be signed by the appropriate parties for
Innovative Waste Control, Inc. and Consolidated Disposal Services,
LLC and returned to the City, to the attention of Judy Lehr, Legal
Department, as soon as possible.
Once the originals are executed by the City, one fully executed
original will be returned to you for your files.
Please refer to the enclosed "City of Vernon Signature Requirements
for a Corporation for All City Agreements and Contracts" and comply
with the requirements set forth therein.
Sincerel ,
0A. Harrison
i y Attorney
JH:em
Enclosures
cc: Ms. Nelly Giron, City Clerk (w/o encls.)
Excfusivefy Industriaf