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Home My Public Portal About2013.131 (10-01-13) • RESOLUTION NO. 2013.131 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ACCEPTING WASTE RESOURCES, INC.'s (WRI) RESCISSION AND REVOCATION OF THE EXCLUSIVE FRANCHISE AGREEMENT TO PROVIDE SOLID WASTE HANDLING SERVICES AND RESCISSION OF THE CITY COUNCIL RESOLUTION AWARDING THE FRANCHISE TO WRI WHEREAS, the City Council at its September 3, 2013 City Council meeting adopted a resolution (the Resolution) awarding an exclusive franchise agreement to provide solid waste handling services to WRI (the Franchise); and WHEREAS, the award of the Franchise was based on a proposal WRI made during the September 3, 2013 City Council meeting which was to be clarified in a written agreement (the Agreement); and WHEREAS, WRI signed the Agreement in furtherance of the Resolution on or about September 10, 2013; and WHEREAS, a dispute has arisen as to whether the Agreement accurately reflects the proposal that was made; and WHEREAS, the City Council finds a meeting of the minds was never reached as to the terms of the proposal and has not yet signed the Agreement; and WHEREAS, WRI sent a letter to the City Council dated September 27, 2013 rescinding and revoking the Agreement as more fully set forth in the letter which is attached hereto and incorporated herein by reference; and WHEREAS, the City Council desires to accept WRI's rescission. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LYNWOOD AS FOLLOWS: 1. The City Council hereby accepts WRI's rescission and revocation of the Agreement, as more fully set forth in the letter attached hereto and incorporated herein, effective immediately. 2. Based upon WRI's recession and revocation of the Agreement, the City Council hereby rescinds its Resolution adopted on September 3, 2013 awarding an exclusive franchise agreement to provide solid waste handling services to WRI. PASSED, APPROVED and ADOPTED this Vt day of October. Salvador A al torre`, Mayor ATTEST: AiLte aria Quinonez, 'ity Clerk or APPROV % AS TO FORM: APPROVED AS TO CONTENT: 4/14-/r1 /k.W H, lI�' Fred salante, City Attorney Richard N. Warne' Interim City Manager STATE OF CALIFORNIA ) § COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, do hereby certify that the above and foregoing Resolution was duly adopted by the City Council of the City of Lynwood at a regular meeting held in the City Hall of said City on the 1st day of October 2013, and passed by the following vote: AYES: COUNCIL MEMBERS CASTRO, SANTILLAN-BEAS, MORTON AND ALATORRE NOES: NONE ABSENT: COUNCIL MEMBER RODRIGUEZ ABSTAIN: NONE Maria Quinonez, City Clerk STATE OF CALIFORNIA ) § COUNTY OF LOS ANGELES ) I, the undersigned City Clerk of the City of Lynwood, and Clerk of the City Council of said City, do hereby certify that the above and forgoing is a full, true and correct copy of Resolution No. 2013.131 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 1st day of October 2013. / 1LJ/, La I el aria Quinonez, City Clerk ' ea 4 et Waste Resources, twat :s „tYY '�rkt'd?k:FUt+�'� September 27,2013 Honorable Mayor Sal Alatorre Honorable City Councilmetribers Mr.Richard Warne, City Manager City of Lynwood • 11330 Bulks Road Lynwood, CA 90262 Dear Honorable Mayor, Members of the City Council and Mr. Warne: Waste Resources, Inc. ("WR1") hereby rescinds and revokes its agreementand execution - of that certain Agreement between City of Lynwood and Waste Resources hie. for Solid Waste Handling Services (the "Agreement"5,effective immediately, On September 3, 2013, the City of Lynwood (the "City") awarded the Solid Waste . Handling Services franchise to WRI. From September 4, 2013 through September 10, 2013, counsel for WRI and counsel for the City exchanged several versions of the Agreement. During that period, certain members of the City Council and the City Manager informed WR1 that if it did not execute the Agreement within a few days, they would have the City Council reconsider the award of:the Solid Waste Handling Services franchise to WRI. On September 9,2013, counsel for City informed counsel for WRI that the Agreement had to be executed'by WRI by noon on September 10, 2013. • On the morning of September 10,2013, counsel for WRI informed counsel'for the City that there-were substantive, typographical and syntax issues in the Agreement. However,while WRI preferred to address these issues, it understood the City's desire to have the Agreement • executed that day and agreed to execute the version provided by counsel for the City: WRI executed the Agreement and provided an executed,copy to the City on September 10,2013. Notwithstanding the City's instance that WRI execute the Agreement by September 10, 2013, on September-13, 2073,the Mayor notified WRI that he was reviewing the Agreement and that it "should be ready, recorded' by September 17, 2013. Two days later, on September 15, - 2013, the Mayor requested that WRI agree to a substantive change to Section 10.3.1 of the . .Agreement. Consistent with the Mayor's request, on September 16, 2013, counsel for the its . proposed the language change requested by the Mayor, and provided revised proposed language on.September 17,20'13. Despite the fact that the City's proposed change to Section 10.3.1.of the Agreement was a significant, substantive modification to the Agreement,WRI, in the interest of moving forward with the Solid Waste Handling'Services franchise, agreed to the proposed language change on September 18,2013. In response, counsel for the City indicated that she would "work with the City to get WRI] a fully executed copy`for[WRUs] records." • • 23 Corpus.te Plaza 4247 N rvr xt Beach CA 926e r (949)713-4E44 p (?<e)7i8-4845. w, tcs aoarces com • Honorable Mayor Sal Alatorre September 27, 2013 Page Two On September 20, 2013,however, the City again demanded that WR1agree to afirther significant, substantive change to the Agreement. Specifically,the Mayor demanded that the Agreement be amended to require bi-monthly customer billing instead of quarterly billing. The Mayor indicated that if WRI did not agree, he would "have to take it to Council for an amendment and I don't recommend It has been more than two weeks since WRI executed the purported"final" Agreement provided by the City; at the City's insistence: Nevertheless, the City is demanding that WRI agree to significant, substantive changes to the Agreement. Further, the City's conduct and the resulting delay have materially impaired WRI's ability to perform under the Agreement even if it had been executed by the City, which it has not For instance, as a result of the delay, the City has neither provided nor caused the existing Solid Waste Handling Services provider to provide WRI with each customer',s contact information, billing information or service description, information that was necessary in order for WRI to transition service from the City's existing.provider of Solid Waste'Handling Services by November 1,2013. The City's repeated material demands to materially alter the Agreement, and the City's failure to perform any of the obligations under the Agreement even if it had_been executed, which it has been not, forces WRI to rescind the Agreement and revoke its execution of the Agreement. For the avoidance of doubt,WRI states that theexecuted,Agreement provided by WRI to the City on September 10, 2013 is null and.vbid, and shall have no lebaheffect.- Please do not hesitate to contact me if the.City would like to further discuss.a mutually agreeable way to proceed to appropriately negotiate the terms of a.waste-hauling agreement between WRI and the City. Sincerely, Kosti Shirvanian Chairman