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Home My Public Portal About96-035 CITY OF CARSON CITY COUNCIL RESOLUTION NO. 96-035 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON AUTHORIZING, CONSENTING TO, AND APPROVING THAT CERTAIN PROPOSED MERGER TRANSACTION BETWEEN WESTERN WASTE INDUSTRIES AND USA WASTE SERVICES The City Council of the City of Carson hereby finds and resolves: Section 1. Under the terms and provisions of that certain "Second Amended Agreement for Residential Refuse Collection Services," dated July 1, 1989 ("Residential Franchise"), Western Waste Industries is the exclusive franchisee for the collection of residential refuse in the City of Carson. Section 2. Under the terms and provisions of that certain "Agreement for Commercial and Industrial Refuse Collection Services," dated July 16, 1991 ("Commercial Franchise"), Western Waste Industries is the exclusive franchisee for the collection of commercial and industrial refuse in the City of Carson. Section 3. Section 8.2 of Article VIII of the Residential Franchise, entitled "Transfer of Stock or Interest," provides that any sale, gift, or transfer of stock which results in change in control of the franchisee requires the prior written consent of the City Council. Section 4. Section 9.2 of Article IX of the Commercial Franchise, entitled "Transfer of Stock or Interest," provides that any sale, gift, or transfer of stock which results in change in control of the franchisee requires the prior written consent of the City Council. Section 5. Western Waste Industries and USA Waste Services, Inc., both of which have common stock publicly traded on the New York Stock Exchange, intend to consummate a merger transaction whereby Western Waste Industries will become a wholly-owned subsidiary of USA Waste Services, Inc., an Delaware corporation. Section 6. The City Council of the City of Carson hereby consents to the proposed merger transaction between Western Waste Industries and USA Waste Services, Inc., whereby Western Waste Industries will become a wholly-owned subsidiary of USA Waste Services, Inc. Section 7. The consent granted hereunder shall not modify, alter or limit in any manner the rights, duties and obligations of Western Waste Industries under the Residential Franchise or the Commercial Franchise. Section 8. The consent of the City of Carson to the proposed merger transaction is conditioned upon compliance by Western Waste Industries with the following requirements: a. An original or conformed copy of the written instrument evidencing the closing and consummation of the merger transaction must be filed in the office of the Director of Facilities and Maintenance within thirty (30) days after that closing and consummation. CARSON CITY COUNCIL RESOLUTION NO. 96-035 REGULAR MEETING Page 1 of 3 MAY 21, 1996 960515 C1380-00975 ddp 0203037 7 b. Western Waste Industries will reimburse the City of Carson for all costs and expenses reasonably incurred by City staff in processing and evaluating the information relating to proposed merger transaction; provided, however, that those costs and expenses shall not exceed the sum of$500 and will be set forth in an itemized statement transmitted by the Director of Facilities and Maintenance, or the Director's designee, to Western Waste Industries within thirty (30) days after the adoption of this Resolution. Section 9. The existing exclusive franchises have been negotiated and granted on the strength of Western Waste Industries' management team and its knowledge of, and ability to work with, the City of Carson. It is not known to the City how long that management team will continue to serve under the merged corporations, nor can the City of Carson be certain that the merger will not adversely affect the services supplied pursuant to these franchises. Accordingly, the consent of the City of Carson to the proposed merger transaction is conditioned upon the execution and delivery to the City of Carson, within thirty (30) days after the adoption of this Resolution, of written amendments to both the Residential Franchise and the Commercial Franchise in the forms attached hereto as Exhibits A and B. The Mayor is hereby authorized and directed to execute, and the City Clerk to attest, these amendments upon approval by the City Attorney as to form. PASSED, APPROVED and ADOPTED this 21st day of May, 1996. ATTEST: CITY CLERK M YO APPROVED) AS TO ASSISTA T ITY ATTORNEY CARSON CITY COUNCIL RESOLUTION NO. 96-035 REGULAR MEETING Page 2 of 3 MAY 21, 1996 960515 C1380-00975 ddp 0203037 7 STATE OF CALIFORNIA I COUNTY OF LOS ANGELES ss. CITY OF CARSON I, Helen S. Kawagoe, City Clerk of the City of Carson, California, do hereby certify that the whole number of members of the City Council of said City is five;that the foregoing resolution, being Resolution No. 96-035, was duly and regularly adapted by the City Council of said City at a regular meeting of said Council, duly and regularly held on May 21, 1996, and that the same was passed and adopted by the following vote: AYES: COUNCIL MEMBERS: Mayor Mitoma, Calas, O'Neal, and Fajardo NOES: COUNCIL MEMBERS: Olaes ABSTAIN: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None City Clerk, City of C I rson, California CARSON CITY COUNCIL Page 3 of 3 RESOLUTION NO. 90-035 REGULAR MEETING MAY 21, 1996 960515 C1380-00975 ddp 0203037 7 Attachment to Resolution No. 96-035 AMENDMENT NO. 2 TO SECOND AMENDED AGREEMENT FOR RESIDENTIAL REFUSE COLLECTION SERVICES (City of Carson and Western Waste Industries) THIS AMENDMENT is made as of May 21, 1996, by and between the City of Carson, a municipal corporation ("City") and Western Waste Industries, a California corporation ("Contractor"). RECITALS A. City and Contractor are parties to a Second Amended Agreement for Residential Refuse Collection Services, dated July 1, 1989, as amended by Amendment to Second Amended Agreement for Residential Refuse Collection dated July 16, 1991 (collectively, the "Agreement"). Under the terms and provisions of the Agreement, Contractor is the exclusive franchisee for the collection of residential refuse in City. B. Section 8.2 of Article VIII of the Agreement entitled "Transfer of Stock or Interest," provides that any sale, gift, or transfer of stock which results in change in control of the franchisee requires the prior written consent of the City Council. C. Contractor and USA Waste Services, Inc., both of which have common stock publicly traded on the New York Stock Exchange, intend to consummate a merger transaction whereby Contractor will become a wholly-owned subsidiary of USA Waste Services, Inc., an Delaware corporation (the "Merger"). D. The existing Agreement has been negotiated and granted on the strength of Contractor's management team and its knowledge of, and ability to work with, City. City desires assurances that the Merger will not adversely affect the services supplied pursuant to the Agreement in consideration for its consent to the merger. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: 1. Contractor's Service Covenant. Contractor hereby covenants and agrees that there shall be no material diminution in service to the customers served under the Agreement, or to City's staff responsible for the administration of the franchise, after the Merger. A material diminution in service shall be as determined by the City Council in the reasonable exercise of its judgment, and shall include, but not be limited to, materially diminished access to senior-level staff responsible for and familiar with the services provided to, and the local needs of, City and with authority to make prompt decisions. This covenant is enforceable in the same manner as all other terms and conditions of the Agreement. AMENDMENT NO. 2 EXHIBIT A CITY OF CARSON/ 960523 C1380-00228 ddp 02030491 Page 1 of 2 WESTERN WASTE INDUSTRIES Attachment to Resolution No. 96-035 2. Reaffirmation of Other Terms. Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date first written above. "City„ ATTEST: CITY OF CARSON Ua1Z 10 An 15KH 17-00 NOT ZION 7a1S 0 AN EKHEE r—Do [NOT WON By: By: City Clerk Mayor Approved as to form: "Contractor" RICHARDS, WATSON & GERSHON WESTERN WASTE INDUSTRIES, A Professional Corporation a California corporation gals 1Z AM 1EKHIRT--901407 ZION 7H0 1S AN EXa1Q1 —00 NOT ZION By: By: Assistant City Attorney President THIS IS AN EKHO F-00 H07 ZION, By: Secretary AMENDMENT NO. 2 EXHIBIT A CITY OF CARSON/ 960523 C1380-00228 ddp 02030491 Page 2 of 2 WESTERN WASTE INDUSTRIES Attachment to Resolution No. 96-035 AMENDMENT NO. 1 TO AGREEMENT FOR COMMERCIAL AND INDUSTRIAL REFUSE COLLECTION SERVICES (City of Carson and Western Waste Industries) THIS AMENDMENT is made as of May 21, 1996, by and between the City of Carson, a municipal corporation ("City") and Western Waste Industries, a California corporation ("Contractor"). RECITALS A. City and Contractor are parties to an Agreement for Commercial and Industrial Refuse Collection Services dated July 16, 1991 (the "Agreement"). Under the terms and provisions of the Agreement, Contractor is the exclusive franchisee for the collection of commercial and industrial refuse in City. B. Section 9.2 of Article IX of the Agreement, entitled "Transfer of Stock or Interest," provides that any sale, gift, or transfer of stock which results in change in control of the Contractor requires the prior written consent of the City Council. C. Contractor and USA Waste Services, Inc., both of which have common stock publicly traded on the New York Stock Exchange, intend to consummate a merger transaction whereby Contractor will become a wholly-owned subsidiary of USA Waste Services, Inc., an Delaware corporation (the "Merger"). D. The existing Agreement has been negotiated and granted on the strength of Contractor's management team and its knowledge of, and ability to work with, City. City desires assurances that the Merger will not adversely affect the services supplied pursuant to the Agreement in consideration for its consent to the merger. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: 1. Contractor's Service Covenant. Contractor hereby covenants and agrees that there shall be no material diminution in service to the customers served under the Agreement, or to City's staff responsible for the administration of the franchise, after the Merger. A material diminution in service shall be as determined by the City Council in the reasonable exercise of its judgment, and shall include, but not be limited to, materially diminished access to senior-level staff responsible for and familiar with the services provided to, and the local needs of, City and with authority to make prompt decisions. This covenant is enforceable in the same manner as all other terms and conditions of the Agreement. 2. Reaffirmation of Other Terms. Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect. [Continued on page 2] AMENDMENT NO. 1 EXHIBIT B CITY OF CARSON/ 960521 C1 380-00228 ddp 0203048 1 Page 1 of 2 WESTERN WASTE INDUSTRIES Attachment to Resolution No. 96-035 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date first written above. "City" ATTEST: CITY OF CARSON 7M 00 AN EXH91 O7-00 NOU WSH � o� o� AN EKHMU7—OO M07 8122 By: BY: City Clerk Mayor Approved as to form: "Contractor" RICHARDS, WATSON & GERSHON WESTERN WASTE INDUSTRIES, A Professional Corporation a California corporation 7M5 M AN [EXHOCT—DO N07 SUCH THUS 90 AN rEKHEST—DO N07 WON By: By: Assistant City Attorney President 7HO ER AM EKIM97—DO Mir RHON By: Secretary AMENDMENT NO. 1 EXHIBIT B CITY OF CARSON/ 960521 C1380-00228 ddp 02030481 Page 2 of 2 WESTERN WASTE INDUSTRIES