AMENDMENT TO EXTEND THE CONTRACT/FRANCHISE AGREEMENT
(Pursuant to Pomona Municipal Code Section 62-844 and Section 10 of the 2014 Franchise Agreement) AR
TICLE 1. PARTIES AND DATE
This Amendment to the Contract/Franchise Agreement dated as of the 27th day of January 2014, (“Extended Franchise Agreement”) is entered into by and between the City of Pomona, a California charter city municipal corporation (“City”) and Grand Central Recycling and Transfer Station, Inc ., a California corporation ( referred to alternatively as “Owner or Franchisee”).
ARTICLE 2. RECITALS
2.1 City awarded Franchisee a Franchise for its transfer station and entered into that certain Amended Contract and Franchise Agreement dated January 27, 2014, (“Franchise Agreement”) which Section 10 thereof provided that the franchise period could be extended by the City Council twice for consecutive periods of five-years each.
2.2 City and Franchisee now desire to amend the Franchise Agreement to extend the Agreement for an initial term of five years beginning on January 27, 2024 with an option to extend for an additional five year period provided that certain conditions are satisfied. City and Franchisee also desire to amend certain other provisions, including, but not limited to the franchise fees.
ARTICLE 3. TERMS
3.1 Section I.A. Franchise Fee is hereby deleted in its entirety and replaced with a new Section I.A. to read as follows:
I.A.1 Franchise Fee . As consideration for the right to be the exclusive transfer facility in the City, pursu ant to this Amended Franchise, Owner shall, pay an annual franchise fee to the City of no less than one million dollars ($1,000,000) per year (Annual Franchise Fee). Payments shall be made in four quarterly installments of $250,000 each in March, June, September and December of each calendar year, commencing in March 2024.
I.A.2 Additional Franchise Fee . In the event that that Owner applies for any emergency authorization to collect more than 1,000 tons per day, or that the State of California issues an emergency order or provides Owner authorization to receive more Attachment No. 1
2 than 1,000 tons per day , Owner shall notify the City in writing of said application or authorization within 24 hours . In the event that Owner collects more than 1,000 tons per day, pursuant to a lawful authorization or emergency declaration by the State of California, then in addition to the annual Franchise Fee, Owner shall pay an Additional Franchise Fee of $2.50 per ton for each ton over 1,000 tons.
I.A.3 Franchise Fee Applicable to any Extension. If this Extended Franchise Agreement is further extended for an additional five- year period pursuant to the new Section 10 as set forth in Section 3.3 below, the $1,000,000 Franchise Fee payment required by Section I.A.1 and the Additional Franchise Fee payment required by Section I.A.2 shall, beginning January 27, 2029 be adjusted upward annually by CPI for the Los Angeles-Riverside-Orange Counties for All Urban Consumers.
3.2 Sections I.B, I.C.1, 2,3,4, 5, 6, 7 , 9 and Article II , are hereby deleted in their entirety. Sections I.C.8, I.C.11 and I.C.12 shall remain in full force and effect.
4. Green Waste. In the event the processing of green waste loads is conducted at Franchisee’s Transfer/Processing Station, the City will be charged $25.00 ton.
3.3 Section I.C.10 is hereby deleted and replaced with a new Section I.C.10 to read as follows:
10. Term and Extension . This Agreement is effective for an initial term of five years, commending January 27, 2024 a nd terminating January 26, 2029, unl ess further extended by the City. Between September 1, 2029 and October 1, 2029, Owner may seek written approval of the City Manager for an additional one- time extension term of five years, commending on January 27, 2029 and ending on January 26, 2034. T he City Manager shall grant the extension in writing provided that they find the Owner is not in material breach of the Franchise Agreement as amended, has continued to fully comply with its Conditional Use Permit and is not in violation of any provision of the Pomona Municipal Code or state law. The City Manager shall put such findings in writing to Owner with a copy to the City Council.
3.4 Continuing Effect of Agreement. Except as amended by this Extended Franchise Agreement, all provisions of the Fra nchise Agreement shall remain unchanged and in full force and effect. From and after the date of this Extended 3 Franchise Agreement, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Extended Franchise Agreement.
3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.
3.6 Counterparts. This Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.
CITY OF POMONA GRAND CENTRAL RECYCLING AND
TRANSFER STATION, INC.
By: By:
City Manager David Perez
President
Attest:
By:
City Clerk
Approved as to Form:
By:
Best Best & Krieger LLP
City Attorney