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HomeMy WebLinkAboutRepublic ServicesFRANCHISE EXTENSION AGREEMEO BETWEEN THE CITY OF NEWPORT BEACH AND REPUBLIC SERVICES, INC. This Franchise Extension Agreement is entered into between the City of Newport Beach ( "City ") and Republic Services, Inc. ( "Republic ") this 13th day of December, 2005, with regards to the following facts: RECITALS WHEREAS, by approving Ordinance No. 99 -5 on or about March 22, 1999, the City granted Republic's predecessor in interest Briggeman Disposal, Inc. a non - exclusive franchise to provide solid waste collection services ( "Franchise ") and entered into a solid waste franchise agreement ( "Franchise Agreement ") with Republic's predecessor in interest Briggeman Disposal, Inc. The Franchise and Franchise Agreement will expire on January 9, 2006 and WHEREAS, City and Republic desire to extend the Franchise and Franchise Agreement until March 1, 2007 to allow for additional time for negotiations to consider the renewal of the Franchise and Franchise Agreement. NOW THEREFORE, the Parties agree as follows: The Franchise and Franchise Agreement shall be extended to March 1, 2007. During said extension, the terms and conditions of the current Franchise and Franchise Agreement shall remain in full force and effect without modification. Nothing herein shall be deemed or construed as a waiver, release or surrender of any right that either party may have under any applicable law. Nothing herein shall waive, release or otherwise relieve Republic from any Franchise and /or Franchise Agreement breaches or violations, if any exist, or other violations of law, if any, and the grant of this Franchise and Franchise Agreement extension shall not be utilized by Republic for any purpose other than to extend, and document the extension, of the Franchise and Franchise Agreement through March 1, 2007. IN WITNESS WHEREOF, the parties hereto have caused this Franchise Extension Agreement to be executed in duplicate on the date and year first written herein. CITY OF NEWPORT BEACH, A Municipal Corporation 14omer Bludau, Ci ` anager APPROVED AS TO FORM: Aaron C. Harp, Assistant City Attorney REPUBLIC SERVICES, INC.. A California Co orati n By: Name: Thomas Y. top-t Title: President By: Name: Title: QMM46 ByU�7Vrie 9/l LaVonne Harkless, City Clerk [END SIGNATURES] • • AGREEMENT TO ASSIGN THE CONSOLIDATED DISPOSAL SERVICE NON - EXCLUSIVE SOLID WASTE COLLECTION FRANCHISE AGREEMENT TO REPUBLIC SERVICES, INC., This Agreement is entered into on / 4day of August, 2003 and executed by and between the CITY OF NEWPORT BEACH, a municipal corporation ( "CITY "), and REPUBLIC SERVICES, INC., a California corporation. RECITALS A. On January 27, 1997, the City of Newport Beach entered into Commercial Solid Waste Collection Franchise Agreements with Zakaroff Services ( "ZAKAROFF FRANCHISE ") and Briggeman Disposal Services ( "BRIGGEMAN FRANCHISE "), B. On October 20, 1999 Zakaroff Services notified the City that it was acquired by Briggeman Disposal Services, Inc. and that it no longer operated in the City of Newport Beach, The City terminated the Zakaroff Franchise. C. On November 15, 1999 Consolidated Disposal Service, LLC informed the City that Briggeman Disposal Services, Inc. had become a wholly owned entity of Consolidated Disposal Service LLC and that the BRIGGEMAN FRANCHISE should be assigned to Consolidated Disposal Service, LLC, dba Briggeman Disposal Services. The assignment of the BRIGGEMAN FRANCHISE was approved by the CITY on November 22, 1999 (hereinafter referred to as the "CONSOLIDATED DISPOSAL SERVICE FRANCHISE"). D. The ZAKAROFF FRANCHISE, the BRIGGEMAN FRANCHISE and the CONSOLIDATED DISPOSAL SERVICE FRANCHISE will be referred to collectively as the "FRANCHISES ". E. The assets of Consolidated Disposal Service, LLC have now been transferred to Republic Services, Inc., which has agreed to assume all of the duties, obligations,, conditions and responsibilities under the FRANCHISES. F. The CITY desires to clarify the operations of the FRANCHISES by assignment of the CONSOLIDATED DISPOSAL SERVICE, LLC FRANCHISE to Republic Services, Inc., dba Briggeman Disposal, LLC, Consolidated Disposal Service, LLC, and Taormina Industries, LLC (hereinafter collectively referred to as "REPUBLIC SERVICES "). NOW THEREFORE, the CITY and REPUBLIC SERVICES agree as follows: REPUBLIC SERVICES hereby stipulates that the above - referenced recitals are true and accurate representations of the corporate status of REPUBLIC SERVICES. REPUBLIC SERVICES agrees that the Consolidated Disposal Service's operations have been merged with and transferred to REPUBLIC SERVICES and REPUBLIC SERVICES has authorization and legal standing to execute this Agreement and to assume all of the duties and responsibilities of Consolidated Disposal Service under the FRANCHISES. 2. By signing this Agreement, Consolidated Disposal Service, LLC has surrendered all rights to operate solid waste collection services within the CITY limits and will hereafter operate all solid waste collection services under the name of REPUBLIC SERVICES. 3. CITY hereby consents to the assignment of the CONSOLIDATED DISPOSAL SERVICE FRANCHISE from Consolidated Disposal Service, LLC to REPUBLIC SERVICES. 4. REPUBLIC SERVICES agrees to the following conditions of assignment: (a) All terms and conditions of the CONSOLIDATED DISPOSAL SERVICE FRANCHISE AGREEMENT shall remain in full force and effect and become the full and complete obligation of REPUBLIC SERVICES. REPUBLIC SERVICES agrees to fully comply with all terms and conditions of the CONSOLIDATED DISPOSAL SERVICE FRANCHISE AGREEMENT (b) REPUBLIC SERVICES agrees that all solid waste collected by REPUBLIC SERVICES will be disposed of per the provisions of the CONSOLIDATED DISPOSAL FRANCHISE AGREEMENT at a location identified by City. (c) REPUBLIC SERVICES agrees that the FRANCHISES shall terminate on January 9, 2006 and no extension of the Agreement is granted by this Assignment. (d) REPUBLIC SERVICES shall pay to CITY any and all deficient franchise fees, or other fees, or penalties, or obligations incurred under the FRANCHISES, as provided in #4, below. 5. REPUBLIC SERVICES shall be liable for payment to CITY of all applicable fees and penalties associated with the CONSOLIDATED DISPOSAL SERVICE FRANCHISE and all solid waste collection services 2 0 0 performed by or under the name of Consolidated Disposal Service, LLC or REPUBLIC SERVICES or any other predecessor or subsidiary entities under the FRANCHISES during the term of Franchises through and including September 10, 2002. REPUBLIC SERVICES agrees that liability shall include, but not be limited to, the following: (a) All current and outstanding franchise fees; (b) All applicable charges associated with late payment of franchise fees pursuant to Section 4 of the FRANCHISES; (c) All applicable charges associated with reporting delinquencies pursuant to Section 6 of the FRANCHISES; 6. REPUBLIC SERVICES agrees to submit any outstanding Disposal Reports per Section 6 of the FRANCHISES. 7. The Board of Directors of REPUBLIC SERVICES have authorized execution of this Agreement. 3 WITNESS THE EXECUTION OF THIS AGREEMENT ON THE DATE WRITTEN BELOW EACH SIGNATURE: CITY OF NEWPORT BEACH, a Municipal Corporation Dated: S8 20D 3 By:_ � Homer Bludau City Manager ATTEST LaVonne Harkless City Clerk APPROVED AS TO FORM: ROBIN CLAUSON Assistant City Attorney REPUBLIC SERVICES, I Name: Thomas J. Title: President rd