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MOORPARK CITY COUNCIL By. V714t.424*,__
AGENDA REPORT
TO: Honorable City Council
FROM: Brian Chong, Assistant to the City Manage 4
DATE: December 5, 2017 (Special CC Meeting of 12/6/17)
SUBJECT: Consider a Resolution Approving Transfer of Moorpark Rubbish
Disposal's Solid Waste Franchises to G.I. Industries; and Consider
Resolution Amending the FY 2017/18 Budget to Accept/Expend a
Franchise Transfer Application Fee to Reimburse the City for Costs
to Review the Transfer
BACKGROUND
The City currently has solid waste franchises with two waste haulers. G.I. Industries, a
subsidiary of Waste Management, Inc. (Waste Management), generally serves the
western half of the City, while SEA/SUE Inc. (dba Moorpark Rubbish Disposal, MRD)
generally serves the eastern half of the City. A map of the respective franchise areas is
available on-line at www.moorparkca.gov/SolidWaste. Each franchisee has two solid
waste franchises each, one for single-family residential services and one for multi-family
residential and commercial services.
The City has received a request from MRD to transfer its solid waste franchises to
Waste Management as part of Waste Management's acquisition of SEA/SUE Inc. City
Council approval of the transfer of a solid waste franchise is required before a transfer
may take place. MRD is also required to reimburse the City for its costs to review the
transfer. A Resolution amending the FY 2017/18 Budget to accept and expend the
reimbursement funds is therefore attached to this staff report.
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Honorable City Council
CC Special Meeting of 12/6/17
Page 2
DISCUSSION
Moorpark Municipal Code Section 8.36.345 establishes restrictions on the transfer of
solid waste franchises and requires City Council approval of any transfer. The City
Council review is intended to ensure that the entity acquiring a solid waste franchise has
the operational and financial ability to meet all obligations of the franchise.
On November 14, 2017, the City received a request from Moorpark Rubbish Disposal
(Attachment 1) requesting transfer of the MRD solid waste franchises to G.I. Industries.
Waste Management is the corporate owner of G.I. Industries.
Ability of Gl. Industries/Waste Management to Meet All Obligations of the Franchise
Pursuant to Moorpark Municipal Code Section 8.36.345.C, the applicant for a transfer of
a solid waste franchise must demonstrate that it has the operational and financial ability
to meet all obligations of the franchise it is acquiring. Waste Management/G.I.
Industries is currently serving roughly half of the City of Moorpark, as well as portions of
Simi Valley, Thousand Oaks, and unincorporated Ventura County, and has a consistent
record of providing quality service. Waste Management is also a multi-billion dollar
corporation that provides solid waste services nationally. Staff has no concerns about
its ability to meet all of the franchises' obligations.
The attached resolution also requires G.I. Industries to execute a Consent to
Assignment Agreement by which G.I. Industries provides a corporate guaranty stating
that G.I. Industries agrees to assume all of the obligations under MRD's franchise
agreements. In addition, the Consent ensures such administrative matters as
insurance, hold harmless, and indemnification requirements, and requires a release and
waiver of claims stemming from the MRD franchise agreements.
Franchise Transfer Application Fee
Moorpark Municipal Code Section 8.36.345.6 requires a Franchise Transfer Application
Fee from the requester of a transfer. The fee is intended to cover the City's direct and
indirect expenses associated with review of the transfer, such as attorneys' fees and
staff time. Accordingly, on November 14, 2017, MRD submitted the required Franchise
Transfer Application Deposit of$10,000. If the City's expenses are higher or lower than
the deposit, then the City will collect additional, or refund, funds from MRD.
To authorize the expenditures associated with the transfer, the attached resolution
would approve an amendment to the Fiscal Year 2017/18 budget to expend up to
$10,000 to review the transfer and receive a corresponding reimbursement from MRD.
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Honorable City Council
CC Special Meeting of 12/6/17
Page 3
Franchise Transfer Fee
In addition to the Franchise Transfer Application Fee, MRD's franchise agreements, as
well as the draft franchise agreement currently in negotiations, require the payment of a
Franchise Transfer Fee, as follows:
If both the residential and commercial solid waste franchises are proposed for
transfer(as is the case now), then a separate Franchise Transfer Fee of$50,000
or seven percent of gross revenue, whichever is greater, is due to the City upon
the approved transfer of the agreements. The seven percent provision will be
applicable to this transfer.
Under this provision, the Franchise Transfer Fee will be based on the gross revenues
during the most recent 12-month period. The period of November 2016 through
October 2017 is the most recent 12-month period for which the City has gross revenue
data for Moorpark Rubbish Disposal; November figures are typically reported in mid-
December. For the period of November 2016 through October 2017, based on gross
revenues of $1,934,630.26, the Franchise Transfer Fee would be $135,424.12. These
funds would be placed in the City's General Fund.
Relationship of This Action to Memorandum of Understanding with GI Industries
The City Council is separately considering a Memorandum of Understanding (MOU)
with GI Industries to document agreements made on various related matters being
worked on by the City and GI Industries. Under the MOU, approval of the transfer of the
MRD solid waste franchises to GI Industries is contingent upon execution of the MOU
by both parties.
FISCAL IMPACT
Approval of the transfer of the MRD solid waste franchise to G.I. Industries, based on
the period of November 2016 through October 2017, would result in a one-time Transfer
Fee to the City's General Fund by $135,424.12, as described above. Staff time and
other costs incurred by the City in reviewing the transfer request will be fully reimbursed
by MRD, and the attached resolution would authorize the expenditure (and subsequent
reimbursement by MRD) of up to $10,000 to review the proposed transfer.
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Honorable City Council
CC Special Meeting of 12/6/17
Page 4
STAFF RECOMMENDATION ROLL CALL VOTE
1. Adopt Resolution No. 2017- approving transfer of the Moorpark Rubbish
Disposal solid waste franchises to G.I. Industries.
2. Adopt Resolution No. 2017- , approving a budget amendment to the Fiscal
Year 2017/18 budget to authorize the expenditure (and subsequent
reimbursement by MRD) of up to $10,000 to review the proposed transfer.
Attachment 1: Request from Moorpark Rubbish Disposal to Transfer Franchises
Attachment 2: Resolution No. 2017-
Attachment 3: Resolution No. 2017-
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Honorable City Council
CC Special Meeting of 12/6/17
Page 5
ATTACHMENT 1
RECEIVED
MOORPARK RUBBISH DISPOSAL,LLC NOV 14 2017 4590 lum
SanV Dusnmu. 93063
Strut VALLEY,CA 93063
PHONE:805.526.1919
CITY OF MOOR, FACSIMILE:805.526.3318
OFFICE OF THE CITY MANAGER
CHARLES ANDERSON
E-mail:cea789l b ail.cam
November 13,2017
Via Mail&Personal Service •
Steven Kueny,City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark,California 93021
Re: Consent to Assignment—City of Moorpark Waste
Disposal Franchise Agreements
Dear Steven:
On behalf of Moorpark Rubbish Disposal, LLC ("Moorpark"), I would
like to thank you for your support and patronage of our company. Moorpark Rubbish
recently agreed to sell all of its commercial and residential solid waste collection assets
and business in the City of Moorpark("City")to G.I.Industries("GI").
Pursuant to Section 18 of the Franchise Multi-Family and Commercial
Solid Waste Services and the Agreement between the City and Moorpark Rubbish for
Residential Solid Waste Services (collectively, the"Franchise Agreements"), we hereby
request consent to assign the Franchise Agreements to G.I.
The parties are scheduled to conclude the transfer of assets to G.1. upon
completion of all required assignments from all the various business contracts
outstanding in the name of Moorpark Rubbish or its affiliates: This includes the
assignment and extension of the term of the above-referenced Franchise Agreements.
Should the transaction be concluded G.I has warranted that it will continue operations of
the business and the services currently provided. In respect to the Franchise Agreements,
it will,as of the relevant closing date,assume all responsibilities of Moorpark Rubbish as
contractor. Should such transaction not be concluded for any reason,the assignment of
the Agreements shall be void and of no effect and Moorpark Rubbish shall continue to be
bound by and perform all terms and conditions of the Franchise Agreements. Consistent
with Section 18 of the Franchise Agreements,enclosed herewith is a check in the amount
of $10,000 as a deposit to cover the estimated cost of analyzing this request for
assignment of the Franchise Agreements.
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Honorable City Council
CC Special Meeting of 12/6/17
Page 6
MOORPARK.RUBBISH DISPOSAL, LLC
Steven Kueny
November 13, 2017
Page 2
Both Moorpark Rubbish and G.I.remain committed to keeping you
informed regarding the consummation of the transaction, and in ensuring a smooth
transition. If you have any questions, or need any additional information to proceed with
our request for assignment, please do not hesitate to contact me.
Please feel free to call should you wish to discuss these matters in greater
detail.
Regards,
e/iZ
Charles Anderson
25
ATTACHMENT 2
RESOLUTION NO. 2017-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, APPROVING THE TRANSFER
OF THE SOLID WASTE AND RECYCLING FRANCHISE
AGREEMENTS FROM MOORPARK RUBBISH DISPOSAL
TO G.I. INDUSTRIES AND APPROVING A CONSENT TO
ASSIGNMENT AGREEMENT BETWEEN G.I. INDUSTRIES
AND THE CITY OF MOORPARK IN CONNECTION
THEREWITH
WHEREAS, the City, through waste hauling franchises, provides residential and
commercial solid waste and recycling collection services; and
WHEREAS, on September 18, 2002, the City Council granted two exclusive
Franchise Agreements with G.I. Industries and two exclusive Franchise Agreements
with the predecessor-in-interest of Moorpark Rubbish Disposal, LLC, for the collection,
transportation, recycling, and disposal of residential solid waste and commercial solid
waste in designated areas within the City limits; and
WHEREAS, the Franchise Agreements have been extended numerous times
and currently are set to expire on December 31, 2017; and
WHEREAS, on November 14, 2017, Moorpark Rubbish Disposal requested
consent to transfer its Franchise Agreements to G.I. Industries; and
WHEREAS, Moorpark Rubbish Disposal's request to transfer its Franchise
Agreements to G.I. Industries is expressly conditioned on G.I. Industries completing its
acquisition of Moorpark Rubbish Disposal's business operations; and
WHEREAS, Moorpark Municipal Code Section 8.36.345.A requires City Council
approval of such a transfer, and the terms of each Franchise require that approval to be
granted by Resolution of the City Council.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK,
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council finds that G.I. Industries has demonstrated the
operational and financial abilities to meet all obligations of the Franchise Agreements
currently held by Moorpark Rubbish Disposal.
SECTION 2. The City Council hereby: (i) consents to the transfer of the
Franchise Agreements from Moorpark Rubbish Disposal to G.I. Industries subject to
Section 3 of this Resolution, and (ii) approves the Consent to Assignment to Franchise
Agreements for Residential and Commercial Solid Waste Collection Services ("Consent
to Assignment Agreement") attached hereto as Exhibit "A".
26
Resolution No. 2017-
Page 2
SECTION 3. The consent provided in Section 2 of this Resolution shall become
effective upon the execution by G.I. Industries of: (i) the MOU between G.I. Industries
and the City of Moorpark of this same date, and (ii) the Consent to Assignment
Agreement, and satisfaction of the conditions set forth in the Consent to Assignment
Agreement. This consent to transfer shall automatically expire if the conditions set forth
in this Section 3 are not satisfied by March 31, 2018.
SECTION 4. The Mayor is hereby authorized to sign, execute, and deliver all
documents related to the transfer as may be reasonably requested by Moorpark
Rubbish Disposal or G.I. Industries.
SECTION 5. The City Clerk shall certify to the adoption of the resolution and
shall cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 6th day of December, 2017.
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
27
EXHIBIT A
CONSENT TO ASSIGNMENT OF
FRANCHISE AGREEMENTS FOR RESIDENTIAL AND COMMERCIAL SOLID
WASTE SERVICES
This Consent to Assignment ("Consent Agreement"), dated for reference
December 6, 2017, is entered into by and between the City of Moorpark, a
municipal corporation organized and existing under the laws of the State of
California ("City") and G.I. Industries, a Utah corporation ("G.I.").
RECITALS
WHEREAS, on September 18, 2002, the City Council granted two
exclusive Franchise Agreements with G.I. Industries (the "G.l. Agreements") and
two exclusive Franchise Agreements with the predecessor-in-interest of
Moorpark Rubbish Disposal, LLC (the "MRD Agreements", together with the G.I.
Agreements, the "Current Franchise Agreements"), for the collection,
transportation, recycling, and disposal of residential solid waste and commercial
solid waste in designated areas within the City limits; and
WHEREAS, on November 14, 2017, Moorpark Rubbish Disposal
requested the City's consent to transfer the MRD Agreements to G.I. as part of
G.I.'s acquisition of Moorpark Rubbish Disposal's parent company; and
WHEREAS, Moorpark Municipal Code Section 8.36.345 requires City
Council approval of such a transfer, among other requirements, and the MRD
Agreements require that such approval be by resolution; and
WHEREAS, the City is willing to consent to the transfer of the MRD
Agreements to G.I., subject to the terms and conditions of this Consent; and
WHEREAS, concurrently herewith, the Parties are entering into a
Memorandum of Understanding (MOU), providing, among other things, that the
Parties contemplate entering into a new franchise agreement that would
supersede the Current Franchise Agreements; and
WHEREAS, the Parties have agreed in concept to proposed major terms
of a new Franchise Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 1. Recitals; Definitions. The foregoing recitals are true and correct, and
incorporated into this Consent Agreement by this reference.
12853-0006\2142673v3.doc
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Section 2. Consent to Assignment. On December 6, 2017, at a special meeting
of the City Council, the City Council of the City of Moorpark approved and
consented to the assignment of the MRD Agreements from Moorpark Rubbish
Disposal, LLC to G.I. Industries, subject to the provisions of this Consent
Agreement.
Section 3. Effective Date. This Consent Agreement shall become effective upon
the occurrence of both (i) execution of this Consent Agreement by City and G.I.,
and (ii) satisfaction of the following conditions, and shall automatically expire if
the conditions set forth in this Section 3 are not satisfied by March 31, 2018:
G.I. and Moorpark Rubbish Disposal, LLC (MRD) shall have executed and
delivered to City an assignment agreement or other documentation reasonably
acceptable to the City Attorney, documenting the assignment of the MRD
Agreements by Moorpark Rubbish Disposal, LLC to G.I., and that such
assignment includes all of the rights, interests, and obligations of the Grantee (as
that term is defined in the MRD Agreements), including all claims, liabilities,
demands, and causes of action that MRD may have against City, if any;
G.I. shall have executed and delivered to City this Consent Agreement;
G.I. shall have executed and delivered to City the MOU, including the
signature of Waste Management of California where indicated on the MOU;
G.I. shall have executed, acknowledged and delivered to City the Release
and Hold Harmless Agreement, which includes a release of claims arising from
both the GI Agreements and the MRD Agreements, substantially in the form
attached to the MOU;
G.I. shall have delivered to City the Corporate Guaranty, substantially in
the form attached to this Consent Agreement as Exhibit 1, executed by Waste
Management, Inc. and acknowledged;
G.I. Industries shall have delivered to City evidence reasonably
satisfactory to the City Attorney that the individuals executing this Consent
Agreement and the various documents required by this Consent Agreement are
authorized to bind the parties on whose behalf they are executing the
documents;
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G.I. Industries shall have delivered to City evidence reasonably
acceptable to City's insurance advisor of the insurance required by Section 23 of
each of the MRD Agreements;
G.I. Industries shall have delivered to City the cash deposit required by
Section 16 of each of the MRD Agreements; and
G.I. Industries shall have paid to City the transfer fees required by Section
18 of each of the MRD Agreements.
Section 4. Assumption. By executing this Consent Agreement, G.I. represents
and warrants to City that it accepts the assignment of the MRD Agreements from
Moorpark Rubbish Disposal, LLC, and that it assumes all of the rights, interests,
and obligations of the Grantee (as that term is defined in the MRD Agreements)
under the MRD Agreements, including all claims, liabilities, demands, and
causes of action that MRD may have against City, if any.
Section 5. Compliance with Terms and Conditions of MRD Agreements. G.I.
represents and warrants that as of the effective date of this Consent Agreement,
G.I. is not aware of any act or failure to act by any party that would result in G.I.
not being in full compliance with the terms and conditions of the MRD
Agreements.
Section 6. Exhibits. Each of the exhibits identified in this Consent Agreement are
attached and incorporated herein by this reference.
Section 7. Effect of Agreement. Except as set forth in this Consent Agreement,
the terms of the MRD Agreements shall remain unchanged and in full force and
effect.
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30
TO EFFECTUATE THIS CONSENT AGREEMENT, each of the parties has
caused this Consent Agreement to be executed by its authorized representative
as of the date set forth below the authorized signature.
CITY: G.I.:
CITY OF MOORPARK, G.I. INDUSTRIES,
a California municipal corporation a Utah corporation
By: By:
Janice S. Parvin, Mayor Name:
Title:
ATTEST:
Date:
Maureen Benson, City Clerk
By:
Name:
Title:
Date:
-6-
31
EXHIBIT 1
CORPORATE GUARANTY
Guaranty
THIS GUARANTY ("Guaranty") is given as of the day of 2017, and
is made with reference to the following facts and circumstances:
A. G.I. Industries ("Owner") is a corporation organized under the laws of the State of
Utah. Waste Management, Inc. ("Guarantor") is a corporation organized under the laws of the
State of . Owner is an affiliate of Guarantor.
B. Owner and the City of Moorpark("City")have negotiated a Consent Agreement
("Consent Agreement"), pursuant to which Owner has agreed to assume all of the obligations of
"Grantee"under that certain Franchise Agreement between City of Moorpark and Charles
Anderson and SEA/SUE Inc., a General Partnership, Doing Business as Moorpark Rubbish
Disposal, for Providing Multi-Family and Commercial Solid Waste Services dated October 1,
2002, including all amendments thereto, and that certain Franchise Agreement Between the City
of Moorpark and Charles Anderson and SEA/SUE Inc., a General Partnership, Doing Business
as Moorpark Rubbish Disposal, for Residential Solid Waste Services dated October 1, 2002,
including all amendments thereto (collectively,the "MRD Agreements").
C. It is a requirement of the MRD Agreements and a condition to City entering into
the Consent Agreement that Guarantor guarantee Owner's performance of the MRD
Agreements.
D. Guarantor is providing this Guaranty to induce City to enter into the MRD
Agreements.
NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows:
1. Guaranty of the MRD Agreements. Guarantor irrevocably and unconditionally
guarantees to City the complete and timely performance by Owner of each and every term of the
MRD Agreements that Owner is required to perform. If Owner fails to perform any term of the
MRD Agreements, Guarantor will promptly and fully perform it in the place of Owner, or cause
it to be performed. Guarantor also guarantees all obligations to City, including, without
limitation payment to City of any damages, costs, or expenses that might become recoverable by
City from Owner due to its breach of the MRD Agreements.
2. Guarantor's Obligations Are Absolute. The obligations of Guarantor under
this Guaranty are continuing, unconditional, and unlimited, and, with respect to any payment
obligation of Owner under the MRD Agreements, constitute a guarantee of payment and not of
collection, and are not conditional upon the validity or enforceability of the MRD Agreements.
In any action brought against Guarantor to enforce, or for damages or breach of, its obligations
under this Guaranty, Guarantor will be entitled to all defenses, if any, that would be available to
Owner in an action to enforce, or for damages for breach of, the MRD Agreements (other than
12853-0006\2142673v3.doc
32
discharge of, or stay of proceedings to enforce, obligations under the MRD Agreements under
bankruptcy law).
3. Waivers. Guarantor has no right to terminate this Guaranty, or to be released,
relieved, exonerated or discharged from its obligations under this Guaranty for any reason,
including, without limitation: (a) the insolvency, bankruptcy, reorganization or cessation of
existence of Owner; (b) the actual or purported rejection by a trustee in bankruptcy of the MRD
Agreements, or any limitation on any claim in bankruptcy resulting from the actual or purported
termination of the MRD Agreements; (c) any waiver with respect to any of the obligations of the
MRD Agreements guaranteed hereunder, or the impairment or suspension of any of City's rights
or remedies against Owner; or(d) any merger or consolidation of Owner with any other entity, or
any sale, lease, or transfer of any or all the assets of Owner. Without limiting the generality of
the foregoing, Guarantor waives the rights and benefits under California Civil Code Section
2819.
Guarantor waives all benefits and defenses under California Civil Code Sections 2846,
2849, and 2850, including without limitation, the right to require City to (a) proceed against
Owner; (b) proceed against or exhaust any security or collateral City may now or later hold; or
(c) pursue any other right or remedy for Guarantor's benefit. Guarantor agrees that City may
proceed against Guarantor for the obligations guaranteed herein without taking any action
against Owner, or any other guarantor or pledgor, and without proceeding against or exhausting
any security or collateral City may now or later hold. City may, in its sole discretion, exercise all
rights and remedies available to it against Owner, or any other guarantor or pledgor, without
impairing City's rights and remedies in enforcing this Guaranty.
Guarantor now waives, and agrees to waive at any future time, at the request of City to
the extent now or then permitted by applicable law, all rights that Guarantor may have, or which
at any later time may be conferred upon it, by statute, regulation or otherwise, to avoid any of its
obligations under, or to terminate, cancel, or surrender this Guaranty. Without limiting the
generality of the foregoing, it is agreed that the occurrence of any one or more of the following
will not affect the liability of Guarantor: (a) at any time or from time to time, without notice to
Guarantor, performance or compliance with the MRD Agreements is waived; (b) any
indemnification with respect to Owner's obligations under the MRD Agreements, or any security
therefore, is released or exchanged in whole or in part; or (c) any assignment of the MRD
Agreements is effected that does not require City's approval.
Guarantor expressly waives diligence, presentment, demand for payment or performance,
protest and all notices whatsoever, including, but not limited to, notices of non-payment or non-
performance, notices of protest, notices of any breach or default, and notices of acceptance of
this Guaranty. If all or any portion of the obligations guaranteed under this Guaranty are paid or
performed, Guarantor's obligations will continue and remain in full force and effect in the event
that all or any part of such payment or performance is avoided or recovered directly or indirectly
from City as a preference, fraudulent transfer, or otherwise, irrespective of (a) any notice of
revocation given by Guarantor or Owner prior to such avoidance or recovery; and (b)payment in
full of any obligations then outstanding.
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4. Term. This Guaranty is not limited to any period of time, but will continue in full
force and effect until all of the terms of the MRD Agreements have been fully performed or
otherwise discharged. Guarantor will remain fully responsible under this Guaranty without
regard to the acceptance by City of any performance bond or other collateral to assure the
performance of Owner's obligations under the MRD Agreements. Guarantor will not be released
from its obligations under this Guaranty so long as there is any claim by City against Owner
arising out of the MRD Agreements based on Owner's failure to perform, which failure has not
been settled or discharged.
5. No Waivers. No delay by City in exercising any rights under this Guaranty, nor
City's failure to exercise those rights, will operate as a waiver of those rights. No notice to or
demand on Guarantor will be a waiver of any obligation of Guarantor, or right of City, to take
other or further action without notice or demand. No modification or waiver of any provisions of
this Guaranty will be effective unless it is in writing and signed by City and by Guarantor, nor
will any waiver be effective except in the specific instance or matter for which it is given.
6. Attorneys' Fees. If Guarantor breaches its obligations under this Guaranty
Guarantor will pay reasonable attorneys' fees, and all other reasonable costs and expenses that
are incurred by City in enforcing this Guaranty, or that are incurred in any action or proceeding
arising out of or relating to this Guaranty, including any action instituted to determine the
respective rights and obligations of the parties under this Guaranty.
7. Governing Law: Jurisdiction. This Guaranty is and will be deemed to be a
contract entered into under the laws of the State of California and will be governed and construed
in accordance with the laws of California without regard to its conflicts of laws rules for all
purposes including, but not limited to, matters of construction, validity, and performance.
Guarantor agrees that any action brought by City to enforce this Guaranty may be brought in any
court of the State of California, and Guarantor consents to personal jurisdiction over it by those
courts. Guarantor appoints the following person as its agent for service of process in California:
Attention Legal Department
, CA 9
With a copy by certified mail to:
8. Severability. If any portion of this Guaranty is held to be invalid or
unenforceable, such invalidity will not affect the remaining portions of this Guaranty, which
portions are severable and will continue in full force and effect.
9. Binding On Successors. This Guaranty inures to the benefit of City and its
successors and shall be binding upon Guarantor and its successors, including any transferee of
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substantially all of Guarantor's assets, and its shareholders in the event of Guarantor's
dissolution or insolvency.
10. Authority. Guarantor represents and warrants that it has the corporate power and
authority to give this Guaranty, that the execution of this Guaranty has been authorized by all
necessary action under its articles of incorporation and by-laws, and that the person signing this
Guaranty on its behalf has the authority to do so.
11. Notices. Notice shall be given in writing, deposited in the U.S. mail,registered or
certified, first class postage prepaid, addressed as follows:
To City: City Manager
Moorpark City Hall
799 Moorpark Avenue
Moorpark, CA 93021
with a copy to the City Attorney at the same address.
To the Guarantor: Waste Management, Inc.
, CA 9
Attn: Legal Department
GUARANTOR:
WASTE MANAGEMENT, INC.
By:
Authorized Representative
Title:
Date:
-10-
35
ATTACHMENT 3
RESOLUTION NO. 2017-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, AMENDING THE FISCAL
YEAR 2017/18 BUDGET BY INCREASING REVENUE AND
EXPENDITURES BY $10,000 FOR REVIEW OF A
REQUEST TO ASSIGN ITS SOLID WASTE FRANCHISES
FROM MOORPARK RUBBISH DISPOSAL, LLC TO G.I.
INDUSTRIES
WHEREAS, on June 21, 2017, the City Council adopted the Operating and
Capital Improvement Budget for Fiscal Year 2017/18; and
WHEREAS, on November 14, 2017, Moorpark Rubbish Disposal, LLC requested
assignment of its solid waste franchises to G.I. Industries; and
WHEREAS, both Moorpark Municipal Code § 8.36.345.0 and the said franchise
agreements require a Franchise Transfer Application Fee to reimburse the City for costs
borne to review a request for assignment of solid waste franchises; and
WHEREAS, a staff report has been presented to the City Council discussing the
assignment of the solid waste franchises from Moorpark Rubbish Disposal, LLC to G.I.
Industries, and the review thereof, and
WHEREAS, a FY 2017/18 budget amendment is requested to increase Solid
Waste AB 939 Fund (2410) revenues by $10,000 and appropriate $10,000 in
expenditures in the Solid Waste AB 939 Fund budget for costs to review the request for
assignment; and
•
WHEREAS, Exhibit "A" hereof describes said budget amendment and its
resultant impact to the budget line item.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK,
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. A FY 2017/18 budget amendment to increase Solid Waste
AB 939 Fund (1000) revenues by $10,000 and appropriate $10,000 in expenditures in
the Solid Waste AB 939 Fund budget, for costs to review the request for assignment of
the solid waste franchises from Moorpark Rubbish Disposal, LLC to G.I. Industries, is
hereby approved.
•
36
Resolution No. 2017-
Page 2
SECTION 2. The City Clerk shall certify to the adoption of the resolution and
shall cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 6th day of December, 2017.
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
Exhibit A— Budget Amendment
37
Resolution No. 2017-
Page 3
EXHIBIT A
BUDGET AMENDMENT FOR
SOLID WASTE AB 939 FUND
SOLID WASTE FRANCHISE AGREEMENT ASSIGNMENT
FROM MOORPARK RUBBISH, LLC TO G.I. INDUSTRIES
FY 2017/18
FUND BALANCE ALLOCATION:
Fund Title Fund-Account Number Amount
Solid Waste AB 939 Fund 2410-33990 $ 10,000.00
Total $ 10,000.00
REVENUE BUDGET ALLOCATION:
•
Amended
Account Number Current Budget Revision Budget
2410-43360 $ - $ 10,000.00 $ 10,000.00
Total $ - $ 10,000.00 $ 10,000.00
EXPENDITURE APPROPRIATION:
Amended
Account Number Current Budget Revision Budget
2410-445-P0002-51040 $ 2,000.00 $ 10,000.00 $ 12,000.00
Total $ 2,000.00 $ 10,000.00 $ 12,000.00
Finance Approval: ODIA
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