HomeMy WebLinkAboutMINUTES - 04242001 - C.192 .fi
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TO: BOARD OF SUPERVISORS Contra
FROM: Dennis M. Barry, AICP
Costa
Community Development Director
County
J,'`_-_�-•'.( 1.
CU11NL
DATE: April 24, 2001
SUBJECT: ASSIGNMENT OF COUNTY FRANCHISE AGREEMENTS FROM RICHMOND SANITARY
SERVICE AND CROCKETT GARBAGE SERVICE TO REPUBLIC SERVICES, INC.
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
1. APPROVE the "Agreement Regarding County Consent to Change in Control of
Crockett Garbage Service, Inc.".
2. APPROVE the "Agreement Regarding County Consent to Change in Control of
Richmond Sanitary Service, Inc.".
3. AUTHORIZE the Chair of the Board of Supervisors to execute the two Agreements
regarding Conditional Consent to Franchise Assignment (Attachments 1 and 2).
FISCAL IMPACT
No impact to the County General Fund. Republic has agreed to pay staff costs associated
with this transaction up to $10,000.
CONTINUED ON ATTACHMENT: X YES SIGNATURE
ACTION OF BOARD ON April 24, 2001 APPROVED AS RECOMMENDED XX OTHE
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
xX UNANIMOUS (ABSENT #4 AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
Contact: Deidra Dingman (925/335-1224) ATTESTED April:242001
cc: County Administrator JOHN SWEETEN, CLERK OF THE
County Counsel BOARD OF SUPERVISORS AND
Community Development Department(CDD) COUNTY ADMINISTRATOR
Richmond Sanitary Service (via CDD)
Crockett Garbage Service (via CDD)
Republic Services (via CDD)
BY _ DEPUTY
DD18JREPUBLIC-ASSGN.BO.DOC
CHANGE IN CONTROL OF COUNTY FRANCHISE AGREEMENTS FOR RSS AND CGS
April 24, 2001
Page 2
BACKGROUND/REASONS FOR RECOMMENDATIONS
On March 26, 2001, Richmond Sanitary Service (RSS) requested the County's consent to
assignment of County Franchise Agreements for RSS and Crockett Garbage Service
(CGS) to Republic Services, Inc. This assignment is actually a change in control as
defined in our franchise agreements and consists of Republic Services, Inc.'s acquisition of
all outstanding stock of RSS and its affiliated entities (hereinafter also referred to as the
transaction). RSS and Republic Services, Inc. have indicated that they expect that the
transaction will close on May 1, 2001.
This request for consent affects the following two franchise agreements entered into by
Contra Costa County for solid waste collection and recycling services:
1. "Franchise Agreement between Crockett Garbage Company and Contra Costa
County" entered into on November 5, 1996 for the collection of solid waste and
recycling in various unincorporated areas including Crockett, Port Costa and
Tormey. This Agreement was concurrently assigned to Crockett Garbage Service.
2. "Franchise Agreement between Contra Costa County and Richmond Sanitary
Service" entered into on October 12, 1993 for the collection of solid waste and
recycling in various unincorporated areas including but not limited to North
Richmond, EI Sobrante and Tara Hills. This Agreement was amended on January
18, 1994.
Hereinafter, the above franchise agreements are collectively referred to as "Franchise
Agreements".
Both of these Franchise Agreements include a section regarding assignment or
assignability. These sections indicate that the operator may not assign the agreements to
another entity without written consent of the County. Additionally, the assignability section
of the Franchise Agreements state that consent to the assignment may not be
unreasonably withheld.
On February 26th, a Request for Information letter was sent by the WCCIWMA to RSS and
Republic Services, Inc. A copy of the detailed response dated March 19, 20001 from
Republic Services, Inc. was provided to the County on March 22, 2001. On April 2"°, a
Request for Information letter was sent by the County Community Development
Department to RSS and Republic Services, Inc. Responses dated April 11, 2001 and April
13, 2001 were submitted to the County by Republic Services, Inc. The subject of the
requests and responses included in these letters fall within the following general
categories: Description of Acquiring Entity, Management, Management Experience,
Transition of Operations, Litigation, Contingent Environmental Liability, Insurance and
Indemnification, Acquisition Financing, Capital Requirements, Financing of Existing
Operations, and Other Service Considerations.
Staff from County Counsel's Office and the Community Development Department have
prepared the attached the following agreements: "Agreement Regarding County Consent
to Change in Control of Richmond Sanitary Service, Inc." and "Agreement Regarding
County Consent to Change in Control of Crockett Garbage Service, Inc." (Attachment 1
and 2). Exhibit A to the Consent Agreements acknowledge current activities and/or
ongoing commitments of RSS and CGS which Republic agrees to continue, undertake
and/or assume, as required by the Franchise Agreements.
At the time of the writing of this Board Order, the West Contra Costa Integrated Waste
Management Authority had not yet consented to the transaction. The West Contra Costa
Integrated Waste Management Authority is scheduled to consider this matter at their
meeting on the evening of April 19, 2001.
CHANGE IN CONTROL OF COUNTY FRANCHISE AGREEMENTS FOR RSS AND CGS
April 24, 2001
Page 2
BACKGROUND/REASONS FOR RECOMMENDATIONS
On March 26, 2001, Richmond Sanitary Service (RSS) requested the County's consent to
assignment of County Franchise Agreements for RSS and Crockett Garbage Service
(CGS) to Republic Services, Inc. This assignment is actually a change in control as
defined in our franchise agreements and consists of Republic Services, Inc.'s acquisition of
all outstanding stock of RSS and its affiliated entities (hereinafter also referred to as the
transaction). RSS and Republic Services, Inc. have indicated that they expect that the
transaction will close on May 1, 2001.
This request for consent affects the following two franchise agreements entered into by
Contra Costa County for solid waste collection and recycling services:
1. "Franchise Agreement between Crockett Garbage Company and Contra Costa
County" entered into on November 5, 1996 for the collection of solid waste and
recycling in various unincorporated areas including Crockett, Port Costa and
Tormey. This Agreement was concurrently assigned to Crockett Garbage Service.
2. "Franchise Agreement between Contra Costa County and Richmond Sanitary
Service" entered into on October 12, 1993 for"the collection of solid waste and
recycling in various unincorporated areas including but not limited to North
Richmond, EI Sobrante and Tara Hills. This Agreement was amended on January
18, 1994.
Hereinafter, the above franchise agreements are collectively referred to as "Franchise
Agreements".
Both of these Franchise Agreements include a section regarding assignment or
assignability. These sections indicate that the operator may not assign the agreements to
another entity without written consent of the County. Additionally, the assignability section
of the Franchise Agreements state that consent to the assignment may not be
unreasonably withheld.
On February 26th, a Request for Information letter was sent by the WCCIWMA to RSS and
Republic Services, Inc. A copy of the detailed response dated March 19, 20001 from
Republic Services, Inc. was provided to the County on March 22, 2001. On April 2"d, a
Request for Information letter was sent by the County Community Development
Department to RSS and Republic Services, Inc. Responses dated April 11, 2001 and April
13, 2001 were submitted to the County by Republic Services, Inc. The subject of the
requests and responses included in these letters fall within the following general
-categories: Description of Acquiring Entity, Management, Management Experience,
Transition of Operations, Litigation, Contingent Environmental Liability, Insurance and
Indemnification, Acquisition Financing, Capital Requirements, Financing of Existing
Operations, and Other Service Considerations.
Staff from County Counsel's Office and the Community Development Department have
prepared the attached the following agreements: "Agreement Regarding County Consent
to Change in Control of Richmond Sanitary Service, Inc." and "Agreement Regarding
County Consent to Change in Control of Crockett Garbage Service, Inc." (Attachment 1
and 2). Exhibit A to the Consent Agreements acknowledge current activities and/or
ongoing commitments of RSS and CGS which Republic agrees to continue, undertake
and/or assume, as required by the Franchise Agreements.
At the time of the writing of this Board Order, the West Contra Costa Integrated Waste
Management Authority had not yet consented to the transaction. The West Contra Costa
Integrated Waste Management Authority is scheduled to consider this matter at their
meeting on the evening of April 19, 2001.
AGREEMENT REGARDING COUNTY CONSENT TO.CHANGE IN
CONTROL OF CROCKETT GARBAGE SERVICE, INC.
1. Parties. The County of Contra Costa, a political subdivision of the State of California
("County"), Crockett Garbage Service, Inc., a California corporation ("CGS"), Bay Collection
Services, Inc., a California corporation ("BCI"), and Republic Services, Inc., a Delaware
corporation ("Republic"), mutually promise and agree as follows:
2. Effective Date. This Agreement Regarding County Consent to Change in Control of
Crockett Garbage Service, Inc. ("Consent Agreement") is effective on April 24, 2001, provided it
is approved by the County Board of Supervisors on or before April 30, 2001, signed by all parties
on or before May 11, 2001, the Transaction described below closes on or before May 11, 2001,
and evidence acceptable to County of the closing of the Transaction is provided to County on or
before August 6, 2001.
3. Background.
A. County and CGS are parties to a franchise agreement entitled"Franchise Agreement
with Crockett Garbage Company," dated October 22, 1996 ("Crockett Franchise"), which was
assigned to CGS by an agreement entitled"Agreement For Assignment and Assumption of
Franchise Agreement Between Contra Costa County and Crockett Garbage Company"
("Assignment"), both of which were approved by the County Board of Supervisors on November
5, 1996. The Crockett Franchise and the Assignment are collectively referred to as "Franchise
Agreement."
B. Republic has executed and delivered to BCI, an agreement to acquire all of the stock
of BCI ("Transaction"). BCI owns all of the stock of CGS;therefore, the Transaction will result
in a change of control of CGS for which County consent is required under Section 30 of the
Franchise Agreement. The Transaction is scheduled to close on or before May 1, 2001 and
Republic, BCI and CGS request County approval of the Transaction on or before April 30, 2001.
C. The County is willing to provide its consent to the Transaction for the purpose of
Section 30 of the Crockett Franchise based in part on the promises, representations and
warranties of Republic, BCI and CGS herein.
4. Republic, BCI and CGS Representations and Warranties.
A. By letter dated February 26, 2001, the West Contra Costa Integrated Waste
Management Authority sent a Request for Information to Mr. Richard Granzella of CGS and to
Mr. Stephen Kalish of Republic. On March 19, 2001 Republic provided a detailed response to
the Request for Information ("the-Response"). The County received a copy of the Response on
March 22, 2001. Republic warrants that the information provided in the Response is true in
every material respect.
April 19,2001
v j AGREEMENT REGARDING COUNTY CONSENT TO,CHANGE IN CONTROL
OF CROCKETT GARBAGE SERVICE,INC.
Page 2
B. By letters dated April 11 and 13, 2001, addressed to Deidra Dingman, Solid Waste
Program Manager, Community Development Department, Contra Costa County, Scott W.
Gordon of BRUEN &GORDON provided written responses to the County's request for
information to CGS. CGS warrants that the information provided in said letters is true in every
material respect.
C. CGS represents and warrants that it is not in default of any of the requirements of the
Franchise Agreement.
D. Republic, BCI and CGS, and each of them, represent and warrant that following the
closing of the Transaction, CGS shall perform and discharge all of its obligations under the
Franchise Agreement in a manner which will meet or exceed existing levels of service, quality
and cost-efficiency. Exhibit A hereto summarizes some of the solid waste and recycling services
provided or to be provided by CGS.
E. Republic and BCI represent and warrant that Republic's purchase of BCI stock will
have no negative or detrimental impact upon the County, including its ratepayers, with respect to
CGS's performance and discharge of its obligations under the Franchise Agreement.
F. Republic, BCI and CGS warrant that each has the authority to enter this Consent
Agreement.
5. Transaction Costs Will not be Included in Rates. Republic, BCI and CGS promise
and agree that any and all costs associated with the Transaction shall be born by Republic, BCI
and/or CGS. CGS acknowledges that such costs are not recoverable in the rates established
under the Franchise Agreement and further, that CGS will not seek or make any attempt to
recover any of such costs in the rates.
6. Consent of County. Subject to and in reliance on the warranties, representations and
promises set forth herein, the County hereby consents to the Transaction and acknowledges that
this consent satisfies any and all Franchise Agreement requirement for County consent or
approval of the Transaction.
7. Promises Material to Franchise Agreement. The representations, warranties,
promises and agreements herein shall be considered material representations of the Franchise
Agreement.
8. Franchise Agreement Remains in Full Force and Effect. Subject to section 7, this
Consent Agreement and the Transaction shall not be deemed or construed to modify, waive or
affect any of the provisions, covenants, or conditions of the Franchise Agreement, which remains
in full force and effect in every respect.
IN WITNESS WHEREOF, the parties have executed this Agreement Regarding County
April 19,2001
!h
(AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN CONTROL
OF CROCKETT GARBAGE SERVICE,INC.
Page 3
Consent to Change in Control of Crockett Garbage Service, Inc. as of the dates indicated below.
COUNTY OF CONTRA OSTA CROCKETT GARBAG SERVICE, INC.
a Ca ' is Cor ora i
By
Cha - oard of Supe isors
By; z/CAe PAI✓2EL
Date: April 24, 2001 Title �6 T
Date
ATTEST: John.Sweeten, County S' Nu 77
A ' trator and lerk of the Board
By:
By Title �v o ,cy ei) wc
Deputy Cle Date i41.y 1.1 IF Zoo
[Acknowledgment Required]
- -- ---------
BRUCE M. BUTLER
rernnComm.N 1188769 rn
Y)OlAy
NOTARY PUBLIC CALIFORNIA
FORM APPROVED: Silvano B. Marchesi, ' 11-0-10110—
Alameda County
Count Counsel Comm. Expires 3,2002
By
BAY COLLECTIONS, C. REPUBLIC SERVICES, INC.
a Ca ' or is Co or ' n a Dela re-G-orTpor-ation
B By;
Name: �/ A G�An/zr �t2_ tbkrf74.t _
Title: P E NT Title: :. -Vice President
Date: ,, Date: Z2 Zq
STI CA— urs C T
By: By: l
Name: 13 A40 Ld t�. r3 Tc��, Name: ,
Title: 1v oP4 "y Title: �;�s���(•�
Date: MAY 3I-, Lao! Date:
[Acknowledgment Required] [Acknowledgment Required]
,-, .
BRUCE M. BUTLER H:\CDD-SW\Repubhc\crockett-republic consent 041801.wpd
;LOMY
Comm.191188769 0NOTARY PUBLIC CALIFORNIA N DEBBIE WZHOLZ,
Alameda County Comminlon 012D6752
April 19, Comm. Expires July 3,2002 "s Notary Public_California
ZSan Fioncbw County
@My-Cornm.BpkwjanZ2W3
EXHIBIT A
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN CONTROL OF
CROCKETT GARBAGE SERVICE, INC.
Following is a list of solid waste and recycling services currently provided to customers
of Crockett Garbage Service (CGS) which are included as part of the standard rates (or
will be provided by June 1, 2001 as required under the Board Order dated March 20,
2001). Republic Services, Inc. is required to provide these levels of service to the
unincorporated customers without an increase in rates charged (beyond rate changes
approved on March 20, 2001).
Existing residential services
Garbage
Standard residential service is backyard collection using an owner provided container.
Curbside service is available to customers at a discount. Larger carts and/or additional
carts are available for an extra charge with rates based proportionally on volume. For
an extra charge, residents can request either pre-paid bag ties or a bulky item collection
for collection and disposal of extra waste or large items.
Green waste
Standard residential service is once per month collection from one (1) 64-gallon "green
waste" cart. The current definition of acceptable materials for the green waste collection
program include yard trimmings, grass cuttings, leaves, flowers, pine needles, weeds,
Christmas trees and uncooked fruit and vegetables.
Recyclables
Standard residential service is every other week collection of one (1) 64-gallon
commingled recyclables cart. The current definition of acceptable materials for the
commingled recyclables collection program include paper (newspaper, white paper,
mixed paper, chipboard, cardboard, and phone books), plastic # 1 and 2, glass
bottles/jars, aluminum cans, and bi-metal (tin/steel) cans.
On-call cleanups
Each residential account is entitled to one (1) on-call cleanup per year.
Used motor oil and filters
On-call collection of recyclable used motor oil utilizing a tightly sealed container shall be
made available to residential customers who call first and request a collection of the
recyclable used motor oil on an upcoming regularly scheduled recyclables or garbage
collection day.
D:\temp\cgs_republic-exhibita.doc Page 1
Carts
CGS is responsible for replacing or repairing broken carts — not due to customer
negligence. CGS is not responsible for replacing or repairing owner provided
containers.
Existing Commercial Services
Commercial customers are business accounts and as part of their standard rates are
eligible for an unlimited number of commingled recyclables collection carts at no
additional cost. To be eligible for the commingled recyclables collection service, the
customer must generate and set out at least once a month a full cart. If the customer
generates large volumes of recyclables, the collection company may cooperatively work
with the customer to provide an alternate type or cart, bin or roll-off box for collection of
recyclables.
Commercial customers are also eligible for an unlimited number of green waste
collection carts at no additional cost. The current definition of acceptable materials for
the green waste collection program include yard trimmings, grass cuttings, leaves,
flowers, pine needles, weeds, Christmas trees and uncooked fruit and vegetables, and
shall also include waxed corrugated cardboard boxes. To be eligible for the green waste
collection service, the customer must generate and set out at least once a month a full
cart. If the customer generates large volumes of recyclables, the collection company
may cooperatively work with the customer to provide an alternate type or cart, bin or
roll-off box for collection of green waste.
Schools, both public and private, are commercial customers and are eligible for the
aforementioned recycling and green waste collection services. RSS provides small
recycling bins, labeled with a list of acceptable materials, to place in all school
classrooms and offices as well as collection carts at RSS's expense.
Existing Industrial Services
Industrial customers are business accounts and as part of their standard rates are
eligible for an unlimited number of commingled recyclables collection carts and green
waste collection carts at no additional cost. The current definition of acceptable
materials for the green waste collection program include yard trimmings, grass cuttings,
leaves, flowers, pine needles, weeds, Christmas trees and uncooked fruit and
vegetables, and shall also include waxed corrugated cardboard boxes. To be eligible
for the commingled recyclables collection service or the green waste collection service,
the customer must generate and set out at least once a month a full cart. If the
customer generates large volumes of recyclables and/or green waste, RSS may
cooperatively work with the customer to provide an alternate type or cart, bin or roll-off
box for collection of recyclables.
D:\temp\cgs_republic-exhibita.doc Page 2
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN
CONTROL OF RICHMOND SANITARY SERVICE, INC.
1. Parties. The County of Contra Costa, a political subdivision of the State of California
("County"), Richmond Sanitary Service, Inc., a California corporation ("RSS"), Bay Collection
Services, Inc., a California corporation("BCI"), and Republic Services, Inc., a Delaware
corporation("Republic"), mutually promise and agree as follows:
2. Effective Date. This Agreement Regarding County Consent to Change in Control of
Richmond Sanitary Service, Inc. ("Consent Agreement") is effective on April 24, 2001, provided
it is approved by the County Board of Supervisors on or before April 30, 2001, signed by all
parties on or before May 11, 2001, the Transaction described below closes on or before May 11,
2001, and evidence acceptable to County of the closing of the Transaction is provided to County
on or before August 6, 2001.
3. Background.
A. County and RSS are parties to a franchise agreement entitled"Franchise Agreement
Between Contra Costa County and Richmond Sanitary Service, Inc.," dated October 23, 1993
("Franchise Agreement").
B. Republic has executed and delivered to BCI, an agreement to acquire all of the stock
of BCI ("Transaction"). BCI owns all of the stock of RSS; therefore, the Transaction will result
in a change of control of RSS for which County consent is required under Section 32 of the
Franchise Agreement. The Transaction is scheduled to close on or before May 1, 2001 and
Republic, BCI and RSS request County approval of the Transaction on or before April 30, 2001.
C. The County is willing to provide its consent to the Transaction for the purpose of
Section 32 of the Franchise Agreement based in part on the promises, representations and
warranties of Republic, BCI and RSS herein.
4. Republic, BCI and RSS Representations and Warranties.
A. By letter dated February 26, 2001, the West Contra Costa Integrated Waste
Management Authority sent a Request for Information to Mr.Richard Granzella of RSS and to
Mr. Stephen Kalish of Republic. On March 19, 2001 Republic provided a detailed response to
the Request for Information ("the Response"). The County received a copy of the Response on
March 22, 2001. Republic warrants that the,information provided in the Response is true in
every material respect.
B. By letters dated April 11 and 13, 2001, addressed to Deidra Dingman, Solid Waste
Program Manager, Community Development Department, Contra Costa County, Scott W.
April 19,2001
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN CONTROL
OF RICHMOND SANITARY SERVICE,INC.
Page 2
Gordon of BRUEN & GORDON provided written responses to the County's request for
information to RSS. RSS warrants that the information provided in said letters is true in every
material respect.
C. RSS represents and warrants that it is not in default of any of the requirements of the
Franchise Agreement.
D. Republic, BCI and RSS, and each of them, represent and warrant that following the
closing of the Transaction, RSS shall perform and discharge all of its obligations under the
Franchise Agreement in a manner which will meet or exceed existing levels of service, quality
and cost-efficiency. Exhibit A hereto summarizes some of the solid waste and recycling services
provided by RSS.
E. Republic and BCI represent and warrant that Republic's purchase of BCI stock will
have no negative or detrimental impact upon the County, including its ratepayers, with respect to
RSS's performance and discharge of its obligations under the Franchise Agreement.
F. Republic, BCI and RSS warrant that each has the authority to enter this Consent
Agreement.
5. Transaction Costs Will not be Included in Rates. Republic, BCI and RSS promise
and agree that any and all costs associated with the Transaction shall be born by Republic, BCI
and/or RSS. Republic, BCI and RSS acknowledge that such costs are not recoverable in the rates
established under the Franchise Agreement and further, that RSS will not seek or make any
attempt to recover any of such costs in the rates.
6. Consent of County. Subject to and in reliance on the warranties, representations and
promises set forth herein, the County hereby consents to the Transaction and acknowledges that
this consent satisfies any and all Franchise Agreement requirement for County consent or
approval of the Transaction.
7. Promises Material to Franchise Agreement. The representations, warranties,
promises and agreements herein shall be considered material representations of the Franchise
Agreement.
8. Franchise Agreement Remains in Full Force and Effect. Subject to section 7, this
Consent Agreement and the Transaction shall not be deemed or construed to modify, waive or
affect any of the provisions, covenants, or conditions of the Franchise Agreement, which remain
in full force and effect in every respect.
IN WITNESS WHEREOF, the parties have executed this Agreement Regarding County
April 19,2001
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN CONTROL
OF RICHMOND SANITARY SERVICE,INC.
Page 3
Consent.to Change in Control of Richmond Sanitary Service, Inc. as of the dates indicated
below.
COUNTY OF CONTRA COSTA RICHMOND SANITARY SERVICE,
INC., a California Corporation
By�
ha' pard o S ervisors
By:
Date: April 24, 2001 Title
Date
ATTEST: John Sweeten, County
A 'nistrator and Cl rk of the Board
By:
By Title
Deputy Clerk Date
[Acknowledgment Required]
FORM APPROVED: Silvan B. Marchesi,
Co ounsel
By
BAY COLLECTIONS SERVICES, INC., REPUBLIC SERVICES, INC.,
a California Corporation a Delaware Corporation
By: By:
Name: Stephen M. Kalish
Title: Title: Regional Vice President
Date: Date:
By: By:
Name: Name:
Title: Title:
Date: Date:
[Acknowledgment Required] [Acknowledgment Required]
April 19,2001
EXHIBIT A
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN CONTROL OF
RICHMOND SANITARY SERVICE, INC.
Following is a list of solid waste and recycling services currently provided to customers
of Richmond Sanitary Service (RSS) which are included as part of the standard rates.
Existing residential services
Garbage
Standard residential service is weekly collection from a 35-gallon, collection company
provided garbage cart. Larger carts and/or additional carts are available for an extra
charge with rates based proportionally on volume. For an extra charge, residents can
request either pre-paid bag ties or a bulky item collection for collection and disposal of
extra waste or large items.
Green waste
Standard residential service is every other week collection from one (1) 64-gallon "green
waste" cart. The current definition of acceptable materials for the green waste collection
program include yard trimmings, grass cuttings, leaves, flowers, pine needles, weeds,
Christmas trees and uncooked fruit and vegetables.
Recyclables
Standard residential service is every other week collection of one (1) 64-gallon
commingled recyclables cart. The current definition of acceptable materials for the
commingled recyclables collection program include paper (newspaper, white paper,
mixed paper, chipboard, cardboard, and phone books), plastic # 1 and 2, glass
bottles/jars, aluminum cans, and bi-metal (tin/steel) cans.
On-call cleanups
Each residential account is entitled to two (2) on-call cleanups. One cleanup collection
for the first six month period of the year (January 1 to June 30) and one for the second
six month period of the year (July 1 to December 31).
Used motor oil and filters
On-call collection of recyclable used motor oil utilizing a tightly sealed container shall be
made available to residential customers who call first and request a collection of the
recyclable used motor oil on an upcoming regularly scheduled recyclables or garbage
collection day.
Carts
RSS is responsible for replacing or repairing broken carts — not due to customer
negligence. The green waste carts are owned by the West Contra Costa Integrated
Waste Management Authority.
DAtemp\rss_republic-exhibita.doc Page 1
Existing Commercial Services
Commercial customers are business accounts and as part of their standard rates are
eligible for an unlimited number of commingled recyclables collection carts at no
additional cost. To be eligible for the commingled recyclables collection service, the
customer must generate and set out at least once a month a full cart. If the customer
generates large volumes of recyclables, the collection company may cooperatively work
with the customer to provide an alternate type or cart, bin or roll-off box for collection of
recyclables.
Commercial customers are also eligible for an unlimited number of green waste
collection carts at no additional cost. The current definition of acceptable materials for
the green waste collection program include yard trimmings, grass cuttings, leaves,
flowers, pine needles, weeds, Christmas trees and uncooked fruit and vegetables, and
shall also include waxed corrugated cardboard boxes. To be eligible for the green waste
collection service, the customer must generate and set out at least once a month a full
cart. If the customer generates large volumes of recyclables, the collection company
may cooperatively work with the customer to provide an alternate type or cart, bin or
roll-off box for collection of green waste.
Schools, both public and private, are commercial customers and are eligible for the
aforementioned recycling and green waste collection services. RSS provides small
recycling bins, labeled with a list of acceptable materials, to place in all school
classrooms and offices as well as collection carts at RSS's expense.
Existing Industrial Services
Industrial customers are business accounts and as part of their standard rates are
eligible for an unlimited number of commingled recyclables collection carts and green
waste collection carts at no additional cost. The current definition of acceptable
materials for the green waste collection program include yard trimmings, grass cuttings,
leaves, flowers, pine needles, weeds, Christmas trees and uncooked fruit and
vegetables, and shall also include waxed corrugated cardboard boxes. To be eligible
for the commingled recyclables collection service or the green waste collection service,
the customer must generate and set out at least once a month a full cart. If the
customer generates large volumes of recyclables and/or green waste, RSS may
cooperatively work with the customer to provide an alternate type or cart, bin or roll-off
box for collection of recyclables.
DAtemp\rss_republic-exhibita.doc Page 2
A/
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN
CONTROL OF RICHMOND SANITARY SERVICE, INC.
1. Parties. The County of Contra Costa, a political subdivision of the State of California
("County"), Richmond Sanitary Service, Inc., a California corporation("RSS"), Bay Collection
Services, Inc., a California corporation (`BCI"), and Republic Services, Inc., a Delaware
corporation("Republic"), mutually promise and agree as follows:
2. Effective Date. This Agreement Regarding County Consent to Change in Control of
Richmond Sanitary Service, Inc. ("Consent Agreement") is effective on April 24, 2001, provided
it is approved by the County Board of Supervisors on or before April 30, 2001, signed by all
parties on or before May 11, 2001, the Transaction described below closes on or before May 11,
2001, and evidence acceptable to County of the closing of the Transaction is provided to County
on or before August 6, 2001.
3. Background.
A. County and RSS are parties to a franchise agreement entitled"Franchise Agreement
Between Contra Costa County and Richmond Sanitary Service, Inc.," dated October 23, 1993
("Franchise Agreement").
B. Republic has executed and delivered to BCI, an agreement to acquire all of the stock
of BCI ("Transaction"). BCI owns all of the stork of RSS; therefore, the Transaction will result
in a change of control of RSS for which County consent is required under Section 32 of the
Franchise Agreement. The Transaction is scheduled to close on or before May 1, 2001 and
Republic, BCI and RSS request County approval of the Transaction on or before April 30, 2001.
C. The County is willing to provide its consent to the Transaction for the purpose of
Section 32 of the Franchise Agreement based in part on the promises, representations and
warranties of Republic, BCI and RSS herein.
4. Republic, BCI and RSS Representations and Warranties.
A. By letter dated February 26, 2001, the West Contra Costa Integrated Waste
Management Authority sent a Request for Information to Mr. Richard Granzella of RSS and to
Mr. Stephen Kalish of Republic. On March 19, 2001 Republic provided a detailed response to
the Request for Information ("the Response"). The County received a copy of the Response on
March 22, 2001. Republic warrants that the information provided in the Response is true in
every material respect.
B. By letters dated April 11 and 13, 2001, addressed to Deidra Dingman, Solid Waste
Program. Manager, Community Development Department, Contra Costa County, Scott W.
April 19,2001
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN CONTROL
OF RICHMOND SANITARY SERVICE,INC.
Page 2
Gordon of BRUEN &GORDON provided written responses to the County's request for
information to RSS. RSS warrants that the information provided in said letters is true in every
material respect.
C. RSS represents and warrants that it is not in default of any of the requirements of the
Franchise Agreement.
D. Republic, BCI and RSS, and each of them, represent and warrant that following the
closing of the Transaction, RSS shall perform and discharge all of its obligations under the
Franchise Agreement in a manner which will meet or exceed existing levels of service, quality
and cost-efficiency. Exhibit A hereto summarizes some of the solid waste and recycling services
provided by RSS.
E. Republic and BCI represent and warrant that Republic's purchase of BCI stock will
have no negative or detrimental impact upon the County, including its ratepayers, with respect to
RSS's performance and discharge of its obligations under the Franchise Agreement.
F. Republic, BCI and RSS warrant that each has the authority to enter this Consent
Agreement.
5. Transaction Costs Will not be Included in Rates.- Republic, BCI and RSS promise
and agree that any and all costs associated with the Transaction shall be born by Republic, BCI
and/or RSS. Republic, BCI and RSS acknowledge that such costs are not recoverable in the rates
established under the Franchise Agreement and further, that RSS will not seek or make any
attempt to recover any of such costs in the rates.
6. Consent of County. Subject to and in reliance on the warranties, representations and
promises set forth herein, the County hereby consents to the Transaction and acknowledges that
this consent satisfies any and all Franchise Agreement requirement for County consent or
approval of the Transaction.
7. Promises Material to Franchise Agreement. The representations, warranties,
promises and agreements herein shall be considered material representations of the Franchise
Agreement.
8. Franchise Agreement Remains in Full Force and Effect. Subject to section 7, this
Consent Agreement and the Transaction shall not be deemed or construed to modify, waive or
affect any of the provisions, covenants, or conditions of the Franchise Agreement, which remain
in full force and effect in every respect.
IN WITNESS WHEREOF, the parties have executed this Agreement Regarding County
April 19,2001
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN CONTROL
OF RICHMOND SANITARY SERVICE,INC.
Page 3
Consent to Change in Control of Richmond Sanitary Service, Inc. as of the dates indicated
below.
COUNTY OF CONT COSTA, RICHMOND SANIT SERVI ,
IN Californ' Co ration
By: C�
Chair oard of Sup visors
By: ,&C CANZE�
Date: April 24, 2001 Title Tei ih
Date
ATTEST: John Sweeten, County By' CAfSEie Nuri
Administrator and Cl rk of the Board T/ : ,4ssisrq v`r sFceFT.q�y
By:
Byt000' Title A..#e,/N4,•y c, r c, G
Deputy Cler Date A,oy ;I.?1 '2oo (
[Acknowledgment Required]
BRUCE M. BUTLER
LID
Comm,a 1188769NOTARY PUBLIC CALIFORNIA U!
Alameda County
FORM APPROVED: Silvano B. Marchesi, My Comm, Explrea July 3,2002 -'
Coun Counsel
By 11,JA"
BAY COLLECTIONS SERVI ES, INC., .REPUBLIC SERVICES, INC.,
a Ca ' o ni Co por on a Delaware Corporation
By: By:
Name: tic G,eA,vZr L�Rt�rt f>rLEs
Title: /'fc, Title: Vice President
Date: ��sr Date:_� ?PL. ZG6 �
8Y.' ffssiF.✓N 7 ETA�y
B T B
y, y,
Name: c v .4, 8L,rZ � Name:
Title: ,v o/,.aG,xy p,,!c,-C Title: n�—
Date: /u,Ay 21? 2 001 Date: ��
[Acknowledgment Required] [Acknowledgment Required]
---------------------
BRUCE\M. BUTLER ( DEBBIE FASZHOLZ
Comm,A 1188769 ' COMmLWW#1752
Notary
Y!@MY
NOTARY PUBLIC CALIFORNIA �+I ,
Pubk-.C���
April 19,200Alameda County Son Fronchm C r fy
Comm. Expires Juty 3,2002 'i
}
EXHIBIT A
AGREEMENT REGARDING COUNTY CONSENT TO CHANGE IN CONTROL OF
RICHMOND SANITARY SERVICE, INC.
Following is a list of solid waste and recycling services currently provided to customers
of Richmond Sanitary Service (RSS) which are included as part of the standard rates.
Existing residential services
Garbage
Standard residential service is weekly collection from a 35-gallon, collection company
provided garbage cart. Larger carts and/or additional carts are available for an extra
charge with rates based proportionally on volume. For an extra charge, residents can
request either pre-paid bag ties or a bulky item collection for collection and disposal of
extra waste or large items.
Green waste
Standard residential service is every other week collection from one (1 ) 64-gallon "green
waste" cart. The current definition of acceptable materials for the green waste collection
program include yard trimmings, grass cuttings, leaves, flowers, pine needles, weeds,
Christmas trees and uncooked fruit and vegetables.
Recyclables
Standard residential service is every other week collection of one (1) 64-gallon
commingled recyclables cart. The current definition of acceptable materials for the
commingled recyclables collection program include.paper (newspaper, white paper,
mixed paper, chipboard, cardboard, and phone books), plastic # 1 and 2, glass
bottles/jars, aluminum cans, and bi-metal (tin/steel) cans.
On-call cleanups
Each residential account is entitled to two (2) on-call cleanups. One cleanup collection
for the first six month period of the year (January 1 to June 30) and one for the second
six month period of the year (July 1 to December 31).
Used motor oil and filters
On-call collection of recyclable used motor oil utilizing a tightly sealed container shall be
made available to residential customers who call first and request a collection of the
recyclable used motor oil on an upcoming regularly scheduled recyclables or garbage
collection day.
Carts
RSS is responsible for replacing or repairing broken carts — not due to customer
negligence. The green waste carts are owned by the West Contra Costa Integrated
Waste Management Authority.
D:\temp\rss_republic-exhibita.doc Page 1
Existing Commercial Services
Commercial customers are business accounts and as part of their standard rates are
eligible for an unlimited number of commingled recyclables collection carts at no
additional cost. To be eligible for the commingled recyclables collection service, the
customer must generate and set out at least once a month a full cart. If the customer
generates large volumes of recyclables, the collection company may cooperatively work
with the customer to provide an alternate type or cart, bin or roll-off box for collection of
recyclables.
Commercial customers are also eligible for an unlimited number of green waste
collection carts at no additional cost. The current definition of acceptable materials for
the green waste collection program include yard trimmings, grass cuttings, leaves,
flowers, pine needles, weeds, Christmas trees and uncooked fruit and vegetables, and
shall also include waxed corrugated cardboard boxes. To be eligible for the green waste
collection service, the customer must generate and set out at least once a month a full
cart. If the customer generates large volumes of recyclables, the collection company
may cooperatively work with the customer to provide an alternate type or cart, bin or
roll-off box for collection of green waste.
Schools, both public and private, are commercial customers and are eligible for the
aforementioned recycling and green waste collection services. RSS provides small
recycling bins, labeled with a list of acceptable materials, to place in all school
classrooms and offices as well as collection carts at RSS's expense.
Existing Industrial Services
Industrial customers are business accounts and as part of their standard rates are
eligible for an unlimited number of commingled recyclables collection carts and green
waste collection carts at no additional cost. The current definition of acceptable
materials for the green waste collection program include yard trimmings, grass cuttings,
leaves, flowers, pine needles, weeds, Christmas trees and uncooked fruit and
vegetables, and shall also include waxed corrugated cardboard boxes. To be eligible
for the commingled recyclables collection service or the green waste collection service,
the customer must generate and set out at least once a month a full cart. If the
customer generates large volumes of recyclables and/or green waste, RSS may
cooperatively work with the customer to provide an alternate type or cart, bin or roll-off
box for collection of recyclables.
D:\temp\rss_republic-exhibita.doc Page 2