HomeMy WebLinkAbout1992-04-21 - AGENDA REPORTS - BLUE BARREL ACQUISITION (2)AGENDA REPORT
City Manager Approval
Item to be presented by.
Jeff Kolin
m
CONSENT CALENDAR
DATE: April 21, 1992
SUBJECT: BLUE BARREL ACQUISITION
DEPARTMENT: Public Works
BACKGROUND
In November, 1991, Western Waste Industries acquired common stock in Blue Barrel
Disposal Co. Since, Blue Barrel has continued to function as a separate corporation and
Western Waste Industries has remained a shareholder. As such, the franchise right granted
to Blue Barrel through the City's Integrated Waste Management agreement is not directly
acquired by Western Waste Industries. In accordance with Section 11 D of the City's
agreement with Blue Barrel Co., this transaction is considered a "change in control" and
requires City Council consent.
RECOMMENDATION
Accept the acquisition of common stock from Blue Barrel Co. to Western Waste Industries.
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APPROVED
Agenda Item:
;; rate of the cash bond may be assessed by the City upon five5
prior written notice to the Grantee for ur
P poses includin but ( ) days
4. not limited for
(a) Failure of Grantee to pay the City Bums due under the
terms of the Franchise Agreement;
(b) Reimbursement of costs borne by the City
Franchise Agreement violations not corrected bho correct
after due notice; and Y Grantee,
(c) Monetary remedies or damages seeeese
due to breach of Franchise Agreement; d against Grantee
(2) The Grantee shall deposit •a. sum of money sufficient to
restore the cash bond to the original amount within thirt
notice Erse the City that any amount has been withdrawn from the cash bond.
Y (30) days after
B• Insurance Coverage"-
Contemporaneously with the execution of this Franchise Agreement, Grantee shall deposit copies of insurance
the existence of. Policies or endorsement evidencing
Agreement. policies of insurance required pursuant to this Franchise
S -i C.iIN 10 - TERM; EXTENSIONS
A. The term of this Agreement shall be for a Period of six
commencing on April 15, 1991, and ending on April 14, 1997. At the conclusion
Of the first twelve. (12) months of the term hereof and at the (6) years
each twelve (12) -month period thereafter, this Agreement shall belextended
twelve (12) additional months so that the term of this Agreement shall, at all
times, remain at six (6) years, unless terminated by notice
Section 10.B., below, or terminated for default.
as Bet forth in
B• Should either party desire termination of the automatic twelve
(12) -month extension provision, such party shall give written notice to the
other party of such termination, at least thirty (30) days prior. to the end.of
each twelve (12) -month period. Such notice shall terminate this automatic
twelve (12) -month extension provision, and this Agreement shall then remain in
effect for. the balance of the six'(6)-year term, unless earlier terminated for
default.
SECTION 11
A. The franchise granted by this Franchise Agreement. shall not .De
transferred, sold, hypothecated, sublet or assigned,. nor shall any of the
rights or privileges
transferred, either in herein be hypothecated, leaeed, assignedsold or
whole or in part, nor shall title thereto, either legal
or equitable, or any right, interest or property therein, pass.to or vest
any person, except the Grantee, either by act of in
the Grantee or by operations
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of law, without the prior written consent of the City expressed by
resolution. Any attempt by Grantee to assign this franchise without the
coneent'of City shall be void.
'- B. If the Grantee attempts to transfer the franchise prior to
obtaining City consent, all of the profits or twenty-five percent (25%) of the
Gross Revenues, from the date of attempted transfer until the date of City
consent, whichever is greater, shall be returned to the customers, on a pro
rata basis.
C. The City shall not unreasonably withhold its consent to a
transfer of the franchise granted by this Franchise Agreement. The City may
impose reasonable conditions of approval on a Franchise Agreement transfer,
including, but not limited to conditions requiring acceptance of amendments to
Title 20 and this Franchise Agreement, and the payment of a transfer fee to the
city.
D. City consent is required for any change in control of Grantee.
"Change in control" shall mean any sale, transfer or acquisition of Grantee.
If Grantee is a corporation, any acquisition of more than ten percent (10%) of
Grantee's voting stock by a person, or group of persons acting.in concert, who
already owns leas than 50% of the voting stock, shall be deemed a change in
control.
E. Any change in control of the Grantee occurring without prior City
approval shall constitute a material breach of this Franchise Agreement.
SECTION 12 - FRANCHISE .TRANSFER• FEES
A. Any application for a franchise transfer shall be made in a
manner prescribed by the Director of Public Works. The application. shall
include a transfer fee in an amount to be set by City by Resolution of the
Council, to cover the anticipated cost of all direct and indirect
administrative expenses including consultants and attorneys, necessary to
adequately analyze the application and to reimburse City for all direct and
indirect expenses. In addition, the Grantee shall reimburse the city for all
costs not covered by a transfer fee in an amount not to exceed five thousand
dollars ($5,000.00). City's request for reimbursement shall be supported with
evidence of the expense -or cost incurred. The applicant shall pay such bills
within thirty (30) days of receipt.
B. These franchise transfer fees are over and above any franchise
fees specified in this Franchise Agreement.
SECTION 13 - IMPOSITION OF DAMAGES OR TERMINATION
A. If the Director of Public Works determines that the Grantee's
performance pursuant to this Franchise Agreement has not been in conformity
with reasonable industry standards which obtain in similar cities in Southern
California, the provisions of this Franchise Agreement, the requirements of
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