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Home My Public Portal AboutWESTERN WASTE INDUSTRIES - Amdmt No. 2 (Residential Refuse Collection Services)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 Vill 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 CITY OF CARSON/ 960523 C1380-00228 ddp 0203049 1 Page 1 of 2 WESTERN WASTE INDUSTRIES 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" AT TEST: By: City Clerk --7 Approved as to form: RICHARDS, WATSON & GERSHON A Professional Corporation By: Assistant City Attorney CITY F CARSON By. • May4r "Contractor" WESTERN WASTE INDUSTRIES, a California corpora By: President N By: • Secretary AMENDMENT NO. 2 CITY OF CARSON/ 960523 C1380-00228 ddp 0203049 1 Page 2 of 2 WESTERN WASTE INDUSTRIES [ill irl:/-A&y:1111115i737:1 1 CITY OF CARSON 701 E. CARSON STREET, P.O. BOX 6234, CARSON, CA. 90749 Telephone: 310/830-7600 PURCHASING DIVISION Fax: 310/513-6243 PEID 075000 TO: WESTERN WASTE INDUSTRIES PO BOX 2880 TORRANCE, CA 90509 SHIP TO: No. C50268-4 R173189 THIS NUMBER MUST APPEAR ON ALL INVOICES, SHIPPING DOCUMENTS AND PACKAGES. DATE 08/08/96 PO/PUB.SAFETY ITEM QUANTITY UNIT DESCRIPTION UNIT PRICE AMOUNT 0001 1 AMENDMENT NO. 2 TO SECOND AMENDED AGREE- 0.00 No Charge MENT FOR RESIDENTIAL REFUSE COLLECTION SERVICES BETWEEN THE CITY OF CARSON AND WESTERN WASTE INDUSTRIES DATED 5/21/96 THIS ORDER IS EFFECTIVE ONLY FOR THE LIFE OF THE ABOVE REFERENCED AGREEMENT. PO Total 0.00 PLEASE MAIL INVOICES IN DUPLICATE TO ACCOUNTS PAYABLE DISCOUNT TERMS F.O.B. SHIP VIA REQUIRED DELIVERY DATE QUOTED BY SEE AGREEMENT SEE REVERSE SIDE FOR "TERMS AND CONDITIONS" WHICH ARE PART OF THIS ORDER SPECIAL INSTRUCTIONS 1. DO NOT SUBSTITUTE UNLESS AUTHORIZED BY PURCHASING DIVISION. 2. IF PROMISED DELIVERY DATE CANNOT BE MET, NOTIFY PURCHASING DIVISION AT ONCE. 3. WE RESERVE THE RIGHT TO CANCEL ANY PORTION OF THIS ORDER IF NOT FILLED WITHIN THE TIME SPECIFIED. 4. WE RESERVE THE RIGHT TO CORRECT TYPOGRAPHICAL AND ARITHMETICAL ERRORS. 5. ALL ORDERS WILL BE F.O.B. DESTINATION IF NOT OTHERWISE SPECIFIED. 6. ACCEPTANCE OF THIS ORDER INCLUDES AGREEMENT BY SELLER TO PRICES, DELIVERY INSTRUCTION, TERMS, AND CONDITIONS STATED HEREIN. 7. IT IS ESSENTIAL THAT THE ACKNOWLEDGMENT COPY OF THIS ORDER BE SIGNED AND RETURNED WITHIN SEVEN DAYS OR PRIOR TO SHIPMENT, WHICHEVER IS BY SOONER, FOR ORDERS OVER $100.00. 1305/0982 NOTICE ITEMS SUBJECT TO FEDERAL EXCISE TAXES MUST BE SHOWN ON INVOICE AS FOLLOWS: A) GROSS PRICE, INCLUDING FEDERAL EXCISE TAXES. B) LESS, AMOUNT OF FEDERAL EXCISE TAXES. C) NET PRICE. CITY WILL FURNISH APPROPRIATE EXEMPTION CERTIFICATE. C* CITY OF CARSON ai_<_r_ 701 1:. CARSON STREET, P. 0. BOX 0 ZO 4, CARSON, CA. 90749 Telephone: 310/830-7600 PURCHASING DIVISION Fax: 310/513-6243 UNL PEID 075000 PURCHASE ORDER WESTERN WASTE INDUSTRIES SHIPTO: PO BOX 2880 TORRANCE, CA 90509 No. C50268-4 R 17 3 18 9 THIS NUMBER MUST APPEAR ON ALL INVOICES, SHIPPING DOCUMENTS AND PACKAGES. DATE 08/08/96 - PO/PUB.SAFETY ITEM QUANTITY UNIT DESCRIPTION UNIT PRICE AMOUNT 0001 1 AMENDMENT NO. 2 TO SECOND AMENDED AGREE- 0.00 No Charge MENT FOR RESIDENTIAL REFUSE COLLECTION SERVICES BETWEEN THE CITY OF CARSON AND WESTERN WASTE INDUSTRIES DATED 5/21/96 THIS ORDER IS EFFECTIVE ONLY FOR THE LIFE OF THE ABOVE REFERENCED AGREEMENT. PO Total 0.00 PLEASE MAIL INVOICES IN DUPLICATE TO ACCOUNTS PAYABLE DISCOUNT TERMS F.O.B. SHIP VIA REQUIRED DELIVERY DATE QUOTED BY SEE AGREEMENT SEE REVERSE SIDE FOR "TERMS AND CONDITIONS" WHICH ARE PART OF THIS ORDER SPECIAL INSTRUCTIONS 1. DO NOT SUBSTITUTE UNLESS AUTHORIZED BY PURCHASING DIVISION. 2. IF PROMISED DELIVERY DATE CANNOT BE MET, NOTIFY PURCHASING DIVISION AT ONCE. 3. WE RESERVE THE RIGHT TO CANCEL ANY PORTION OF THIS ORDER IF NOT FILLED WITHIN THE TIME SPECIFIED. 4. WE RESERVE THE RIGHT TO CORRECT TYPOGRAPHICAL AND ARITHMETICAL ERRORS. 5. ALL ORDERS WILL BE F.O.B. DESTINATION IF NOT OTHERWISE SPECIFIED. 6. ACCEPTANCE OF THIS ORDER INCLUDES AGREEMENT BY SELLER TO PRICES, DELIVERY INSTRUCTION, TERMS, AND CONDITIONS STATED HEREIN. 7. IT IS ESSENTIAL THAT THE ACKNOWLEDGMENT COPY OF THIS ORDER BE SIGNED AND RETURNED WITHIN SEVEN DAYS OR PRIOR TO SHIPMENT, WHICHEVER IS SOONER, FOR ORDERS OVER $100.00. 1305/0982 NOTICE ITEMS SUBJECT To FEDERAL EXCISE TAXES MUST BE SHOWN ON INVOICE AS FOLLOWS: A) GROSS PRICE, INCLUDING FEDERAL EXCISE TAXES. B) LESS, AMOUNT OF FEDERAL EXCISE TAXES. C) NET PRICE. CITY WILL FURNISH APPROPRIATE EXEMPTION CERTIFICATE. N M0DTnPDn PURCwAsi • MATERIALS AND SUPPLIES REQUISITION CITY OF CARSON 701 E. CARSON STREET, P.O. BOX 6234, CARSON, CALIFORNIA 907 Telephone: (310) 830-7600 1 *EILIVER TO Fund Account Object Job Amount Item Quantity Unit Description Unit Price Amount Item Quantity Unit Description Unit Price Amount DISCOUNT TERMS F.O.B. dIRED DELIVERY DATE QUOTED BY `JUSTIFICATION | hereby certify that the articles requested are necessary toconcluct,�prqperly ~ theaodvitie=o-this department. By Accounting Division Approval l31304/0792 Date� _ ~- Approved Date -_- -___ r� . � Canary : Accounting Pink: Department