HomeMy WebLinkAboutGREAT WESTERN RECLAMATION, INC. A-73-66 SUPPLEMENT TO AGREEMENT
THIS SUPPLEMENT dated this 1Qth day of December,
1973, by and between the CITY OF SANTA ANA, CALIFORNIA (the "City")
and GREAT WESTERN RECLAMATION, INC. (the "Contractor") . •
RECITALS :
A. The parties hereto entered into an agreement (the
"Agreement") dated August 12, 1963 providing for the rendering of
refuse collection services by Contractor to City. The Agreement
has been modified and extended.
B. The owners of all of the stock of Contractor desire
to obtain the consent of City to a transfer of all of their stock
of Contractor to SCA Services, Inc. ("SCA") in accordance with an
agreement reached between SCA and such stockholders. City desires
to obtain Contractor' s agreement to certain modification in the
Agreement.
C. City desires to insure that the management and day
to day operation of the Contractor in discharge of the Contractor' s
obligations under the Agreement be conducted locally and by the same
persons who have heretofore operated Great Western Reclamation, Inc.
or by other persons approved by the City, and that said persons be
authorized to respond directly to contacts made by authorized City
representatives.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Consent to Stock Sale. City hereby consents, as
authorized by the Santa Ana City Council, to the sale or transfer by
the stockholders of Contractor of all of the outstanding shares of
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stock of Contractor to SCA, on such terms and conditions as may be
agreed upon by SCA and such stockholders.
2. Continued Effect of Agreement. The obligations
and rights of Contractor and the City under the Agreement, as
previously supplemented and modified, shall continue unchanged by
this supplement, except as expressly modified by this supplement.
3. New Obligations of Contractor. Contractor agrees
to do each of the following:
(a) Obtain from each of Thomas L.
Blackman, Thomas K. Blackman,
Ronnie T. Blackman, and Tilghman A.
Taylor employment agreements substantially
in the form of that attached hereto as
Exhibit "A" and incorporated herein as
a condition of the Agreement which shall
provide for the continued employment of
such persons until October 31, 1978;
(b) Hereafter pay to the City the sum of
$7,500 on the first day following each
three-month period during the term of
this agreement. The first payment shall
be made on February 1, 1974 and shall be
in the amount of $7,500. The next payment
shall be made on May 1, 1974 and payments
shall continue on the first day of August,
November, February and May thereafter,
except that on each November 1st, the
quarterly payment shall be increased for that
payment and the three subsequent payments by
$500 per payment. The quarterly payment pro-
vided for in this subsection 3 (b) shall termi-
nate in the event that the City or any of its
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affiliated municipal agencies or authori-
ties imposes on Contractor any taxes,
assessments or charges of any type which
are based upon the services provided by
Contractor to the City under the Agree-
ment. It is understood and agreed that
the payment by Contractor pursuant to
this subsection 3 (b) may be utilized
by the City as it may determine from
time to time without any restriction
being imposed upon its use by this
supplement.
4. Termination of Contract at City':s Option on Change
of Management. It is understood and agreed by City and Contractor
that City' s consent to the aforementioned transfer of stock is
given in reliance on and in consideration for Contractor' s promise
to continue to employ during the term of the Agreement the persons
named in paragraph 3 (a) above (or other persons reasonably
acceptable to City as provided below) in substantially their
present capacities in local management with authority as at present
to respond directly to contacts made by authorized City repre-
sentatives. Contractor agrees, when reasonably possible, to
notify City in writing on a confidential basis of any intended
substantial change in employment status or duties and authority of
said persons, for whatever reason thirty (30) days prior to making
such changes. Contractor will provide representatives of City
with an opportunity to meet with and evaluate any persons whom
Contractor wishes to employ in a local management capacity in
addition to or as replacement for the persons named in paragraph
3 (a) above during such a thirty (30) day period for the purpose
of determining their acceptability to City. City shall hold
in confidence any such proposed change in employment status.
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City shall notify Contractor of its approval or disapproval of
the proposed employment changes within said thirty (30) days and
City' s failure to disapprove in writing such changes within said
thirty (30) days shall be deemed approval thereof. In the event
any substantial change in the employment status or duties and
authority of the persons named in paragraph 3 (a) above are made
by Contractor without notification to City or without the
approval of City (which approval shall not be unreasonably with-
held) City' s remedy shall be to give Contractor written notice to
re-establish the employment status or duties or authority or to
submit a new nominee as employee in addition to or as replace-
ment for the persons named in paragraph 3 above and if Contractor
fails to do so then City shall have the right to terminate this
Agreement on thirty (301days written notice during which time
Contractor shall have the opportunity to comply with City' s demand
and if it does so City' s notice of intended termination shall be
deemed null and void; provided, however, City may not terminate
this Agreement on the grounds of unacceptable local management if
Contractor is in good faith seeking to obtain such acceptable
local management and does submit persons for City' s consideration.
5. No Third Party Beneficiaries. This Agreement is
not entered into for the benefit of any persons except those persons
who are expressly made parties hereto and no persons shall acquire
any rights hereunder except the City and Contractor.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement the day
{and
Clyear first above written.
asiligeGu _ _ `1�Y__ 9[ r ® CITY OF SANTA ANA
COUNCIL
Tr'
CLERK OF THE IL`
BYf� ifir%/g
s✓ r f e ., : "APT ( , PATTERSON, YOR
CITY if ORNEY„-APPROVED AS /O FORM "'City'
li /f
GREAT RECL 4AT,IN INC..
a
b l / Bya/ liKh r►
\-Secretary
"Contractor"
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2
1 INDEX
2
3 CITY COUNCIL:
4
5 JERRY M. PATTERSON, Mayor
6 VERNON S . EVANS, Vice-Mayor
7 JOHN GARTHE
8 LORIN GRISET
9 J. OGDEN MARKEL
10 JAMES E . WARD
11 HENRY K. YAMAMATO
12
13 STAFF :
14
15 JAMES A. WITHERS , ESQ. , City Attorney
16 BRUCE C. SPRAGG, City Manager
17 RONALD E. WOLFORD, Director of Public Works
18 WILLIAM DAUGHERTY, Senior Planner
il-
19 EDWARD JAMES , Senior Planner
20 FLORENCE I . MALONE, Clerk of the Council
21 DAYLE HUNT, Assistant Clerk of the Council
22
23 APPEARANCES :
24
25 h. RODGER HOWELL, ESQ. , of the firm of Rutan and
26 Tucker, appearing on behalf of the applicant.
(213) 437-1327 MACAULEY & MANNING. SANTA ANA, CALIF. (714) 542 2317
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1 EXCERPT FROM PROCEEDINGS
2
3 MAYOR PATTERSON: I will close the Public Hearing •
4 and go into Council discussion, at this time. What is the
5 pleasure of the City Council? (No response to the question. )
6 I wonder if I might just lead off - I don ' t
7 care if somebody wants to go, fine - but there are just two
3-
8 points that I would like to make. I expressed, previously,
g that I had previously favored this without the visible
10 tangible benefit, and probably would do so again tonight,
11 and wanted to hear whether there was any new evidence
';, 12 offered.
13 I heard each of the arguments , and maybe,
14 with a little bit of elaboration here and there, the only j
15 new one that I came up with - and I listened carefully - was
$ 16 with regard to the thirty thousand dollars benefit to the
17 City, and it ' s my impression that this would make me more
18 favorable to approval because it means not only would I have
19 approved it previously, but now I would approve it and get
20 thirty thousand dollars to go to the City coffers at the
21 same time.
22 I think a good point was made - or, a point
23 was made previously, and made again tonight - with regard
24 to the contract extension, and whether this increased the
25 value of Great Western stock, so that they could then sell
24: - it at a profit, you know.
(213) 437.1327 MACAULEY Bt MANNING. SANTA ANA. CALIF. (714) 542-2317
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1 I 'm sure that is true, and I said it before,
2 I 'm sure that the fact that this contract was extended in
3 time for several years , by the City Council , at their
4 request, had put them in a better position to sell their
5 stock at a higher value.
6 I don't question that. That is private
7 enterprise. That is free enterprise. That ' s American
8 capitalism. If you are opposed to it, then you are opposed
g to the American way.
10 However, the reason that the contract
11 extension was granted, and the reason that they came in here
12 and stated - they said, "We need to expand our plant; we need
13 a new facility; we need new equipment; we ' re switching some
14 of our trucks to propane, " and these are the kinds of things ;
15 they are adding so many trucks .
16 Now, I was out to their new facility last
17 Friday, the new facility, the new piece of property, the
18 brand new building that they said they were going to build;
19 there ' s a lot of new equipment that they said they were
20 going to buy; and they did everything that they said they
21 were going to do.
22.
So, the reason the contract was extended was
23 to give them the additional borrowing power to buy the land,
2tt to build the building, and to build the new equipment , and
25 :_ I think they lived up to that obligation.
asr If, as a matter of fact, it also makes them
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1 worth more, I suppose , on the market, to sell their stock,
2 and they are able to do, and I frankly don 't even think that
3 it requires our consent, that they can do it without our
4 consent, but the real thing that bothered me all along was ,
5 who is going to operate?
6 I think Mr . Stover said, one concern of his
7 is , who owns the company. Well , it' s not so much with me
8 who owns the company, but who runs the company. I don 't know
g who owns General Motors, I don 't know who owns the Ford
10 Motor Company; and I don' t know who owns Time magazine; but
11 we do know, and we can examine , who runs each of these
12- operations , in terms of their management.
13 The thing that I wanted, and the thing that
14 was offered at the outset, was an employment contract with
15 the Blackman family, to state that they would run the
16 operation, for the remaining life of the contract, and they
17 have offered that.
18 That' s all I want in return for their
19 transfer of shares , and I would support it on that basis.
X20 The additional - quote - kickback - unquote,
21 that was referred to, and that was made somewhat
controversial in that a couple of persons indicated that
this was a bribe , I interpreted a bribe as somebody paying
ALT 3
i ; 2 me money to get my vote . Okay?
This money is not being paid to me , it is
0,,o, eing paid to the City, and it' s not buying my vote at all ,
tai 4
atng t213) 437-1327 MACAULEY 134 MANNING SANTA ANA, CALIF. (714) 5422317
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6
1 because I voted the same way previously, so I don' t see any
2 difficulty.
3
I think this makes it more desirable, and I
4 think this is what Councilman Griset referred to , that he
5 didn' t disagree with what they wanted to do, he merely wanted
6 a benefit to the City . He just merely said, "Why should we
7 give our consent unless we get a benefit, " and they did come
8 back and say , "Okay, thirty thousand dollars a year as the
9 benefit we will propose to you, " which is basically five per
10 cent of their gross receipts , as I understand it.
11 I don' t really care if we take the money or
12 not. We can refund the money back to the people , we can
13 put it back in the general fund - I don ' t think I would go
14 for earmarked funds , and I don' t think I would go for an
15 appropriate purpose , whatever that means - I would go for
16 payments to be made to the general fund for any City purpose.
17 That ' s the end of my comments . I 'm sorry
18 they are so long, and it' s open for anyone else that wishes
19 to speak.
20 COUNCILMAN WARD : Mr. Chairman? Mayor?
21. MAYOR PATTERSON : Mr. Ward:
aP
yat4, '2COUNCILMAN WARD : It' s getting a little late , and
n
I 'm getting a little groggy . I realize that this is 1973
"and not 1963 , and I admit that I an a little naive on this
subject since I have not sat here in the past listening to
7 )4* the comments , but since we are in 1973 , I think it is the
Y y lyV
(?.13) 437-1327 MACAULEY & MANNING, SANTA ANA, CALIF. (714) 542-2317
7
city ' s obligation here to make sure that we have the best
2 service for this town, and we take care of our belt problems
3 in this community.
4 According to the Staff , we have one of the
5 best records , the fewest complaints in the past few years
6 ever, and this is with a growing community.
7
I think our rates , as illustrated to me by
8 the Staff , are competitive on the low side.
9 I think that the management contract is what
10 I am concerned about - with the management guarantying the
11 same service, I can support the transfer.
12 MAYOR PATTERSON: Anyone else?
13 COUNCILMAN YAMAMATO: Yes , Mr. Mayor .
14 MAYOR PATTERSON : Mr. 'Yanamato:
15 COUNCILMAN YAMAMATO : As Mr . Ward said, I was
16 concerned about the service that the City of Santa Ana
17 would be getting after the transfer we' re in.
18 I understand that we are in control - by
that, I mean the City is in control - at all times . If we
" - are not satisfied with it, we can always stop, and this is
Tx��
+ what I was interested in , and this is what we can do.
x r
10u"''':. ' MAYOR PATTERSON : Anyone else?
3r
COUNCILMAN EVANS : Mr. Mayor?
(7)( MAYOR PATTERSON : Mr. Evans!
4' COUNCILMAN EVANS : Mr . Viecov (phonetic spelling)
40 V9da.cated
, and I think Mr. Yamamato just indicated , that the
ff1
3).437-1327 MACAULEY & MANNING, SANTA ANA. CALIF. (714) 542-2317
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City, Mr. Howell - - Mr. Yamamato said the City controls this
2 contract, and it' s rather obvious that Mr . Sikora and Mr .
3 Howell both got up and said, "We don't even have a contract. "
4 It ' s probably similar to what we wanted when
' 5 we were going to approve Willowick, and probably similar to
6 what we wanted in the past when we were involved with the
7 Irvine Company.
8 I indicate to you that the S.C .A. , as
9 indicated by one of the gentlemen that got up and talked,
10 controls , or will control , probably, all , or most of the
11 surrounding refuse companies in the area, so, that ' s great,
12 we' ll just cancel the contract, but I would like to know who
13 is going to pick up the trash if we do that.
14 I don ' t know who is going to do it, but I got
15 a quote today from Mr. Withers if the City would take it over .
16 That ought to be interesting. That' s just a comment from Mr .
17 Withers .
1"8 Number two, in the little letter from Mr.
Griset and the City Manager , on the back page , it says :
igr
'; O "In return for the various commitments on our part would be
` the commitments to the City, as follows : "
2./NA Number two says : "In all other regards ,
144 Mx. the present contract would remain the same , unless there
NA was an amendment to the agreement when approved by the City,
(i2'> .ould not prejudice Great Western Reclamation from receiving
74° x .opropriate adjustments in its rate schedules , as presently
"45,-
218) 437-1327 MACAULEY & MANNING. SANTA ANA. CALIF. 17141 542-2317
a~, 9
t
1 provided in its contract. "
2 I would indicate to this Council that this
3 contract is due to run out this month. April of next year,
4 Great Western has to renegotiate their union contract, and
5 I guaranty there will be another rate increase . Mr . Griset
L,
r 6 has said, "Well , I don 't vote for an increase. " That 's 1
7 good; I 'm glad to hear that. I
8 I don ' t think that the thirty thousand
9 dollars has any substantial effect at all. I think they can
10 pick that up with just a very minor increase. If they can
11 have thirty thousand dollars to give us back, they didn ' t
12 need the former increase probably.
13 I ' ll be very frank about something, and
14 probably like others were, I was misled, a couple of years
15 ago,by Mr. Blackman and Great Western right here in this
16 Council - or, at the other Council Chambers - and I 'll
17 guaranty the audience, and I will guaranty to Mr. Blackman,
18 that I asked the same question that Mr . Herrin presented a
a4 9 little earlier , and I 'm sure you all remember that.
elt10 ' I indicated that under no circumstances
r 24,t, did I approve that extension , if there was any thought to
.
Nthe transfer of this stock, and I was led to believe that.
°--::-his was not going to take place.
yll.4 fit, This is my own personal opinion , my own
+cotention now, after having observed it, and looking through
A.s `e files , that there was some intent to sell it at that
is
at
3j 937-iafl MACAULEY at MANNING SANTA ANA, CALIF. (714) 542 2317
10
1 time, and I believe I was misled, and I would not have
2 approved the extension, nor would I have approved the
3 increase at that time.
4 MAYOR PATTERSON: Perhaps we should get some
5 answers to those questions; I think there is one point that
6 Councilman Evans makes -- regarding the monopoly.
• 7 COUNCILMAN WARD: I would like to answer that,
8 because I know Newport Beach collects their own trash.
9 MAYOR PATTERSON : Do we have any statistics on
10 who picks up what trash in which city? And as to the
11 second question - on the promise of no sale of stock - can
12 we pick out the dates?
13 I think somebody pointed that out - - well,
14 Mr. Howell, I guess - - I thought he pointed out that when
15 they came here asking for the transfer, and when the
16 transfer took place, I thought they were after one another -
17 maybe you have that information. But, first of all, first
18 question.
19 MR. JAMES : Mr . I
,Ma or 'm
y justgoing to rely
20 on memory, on this question
MR. WOLFORD : I think, in Orange County, there
# i22 are two agencies that pick up their own trash, Newport
F ¢
3 Beach and Midway City Sanitary District.
All the others are done , I believe , by
contract; and there are probably somewhere six , eight or
, , ten separate companies that are operating in Orange County,
E - --
-MR; (213) 437-1327 MACAULEY & MANNING. SANTA ANA. CALIF. (714) 542 2317
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1 both within the cities and within the County permit area,
2 which covers all the unincorporated areas in the County.
3 Mr. Daugherty may have better information,
4 but that is my understanding.
�r � 5 COUNCILMAN EVANS : Mr. Mayor, can I say something?
eit 6 MAYOR PATTERSON: Yes.
7 COUNCILMAN EVANS: I have a letter here from Mr.
8 Blackman to Mr. Thornton, dated June 14 , 1971 , and it sets
9 out - and I might read from it , if you will bear with me :
10 "Our present facilities on Dyer Road do not
11 lend themselves to the most efficient operation. We believe
12 that the company would be in a position to offer more
13 effective service to the City under its contract if the
14 company were to build facilities designed specifically for
15 its needs. It is economically not feasible to undertake
16 the purchase and development of a parcel of property within
17 the term of the present contract, which expires October 31,
18 1974 , a period of less than three and a half years . This
19 is one of the reasons for our request for an extension of
20 time. Needless to say, there is always the ever present
21 need for an extension because of the constant replacement of
22 highly specialized equipment for our occupational job arena. "
23
Ah
AV 12
1 contract for renegotiation of the basic unit price. "
2 Then it goes on , and I think the reasons at
3 that time were well stated, at least I bought them. - I felt
4 that they were well stated , and I felt that they were a
5 necessity. I felt the extension of time was a necessity in
6 order for the man to purchase the property, to develop it,
7 to be an asset to the City.
8 Along with that, just to add - and I didn 't
9 learn it until this evening - it makes it a little more
10 understandable, and I would indicate also, and I 'm sure
11 that Mr . Howell will substantiate it - that the former owner
12 of the Costa Mesa trash collecting outfit, Mr. Odie ;
13 deed of trust against the property.
14 Now, I don ' t know how that affects it. I
15 don' t believe it does , after listening to Mr. Howell, and
16 after listening to Mr. Withers. I feel that it isn' t
17 relevant, but it ' s difficult to understand , at least
18 morally to myself, how an adjacent agency, refuse collection
19 agency, who is now being serviced out of Grand Avenue,
20 it seems they 've been taken over , at least - I may be
21 incorrect as to how it occurred to me - but S .C .A. has
22 bought them out, and they now operate out of Grand Avenue,
23 and they now have a million three hundred and fifty thousand
24 dollar deed of trust against the property.
25 Maybe it' s not relevant - I don' t know - but
26 it ' s difficult to understand how all of these things occur
��a (213) 4a7-1327 MACAULEY & MANNING, SANTA ANA, CALIF. (/14) 542-2317
13
1 around us , and we could see them, and not be able to consider
2 the fact that maybe there is a potential monopoly, of some
3 sort.
4 If , in fact , they come in for a rate
xs 5 increase, and we don' t give it to them - they talk strike -
" µms , 6 we are now dealing not with the Blackman' s , essentially -
fir,
�g. 7 not with the Blackman' s , individually - any more; we are
j 8 dealing with S.C.A.
9 I would comment, in fairness , that I think
10 Mr. Howell did explain the deed of trust sufficiently to me,
11 but I don' t feel that it is relevant; but it bothered me, it
12 still bothers me , and I 'm not sure that it doesn't have some
13 effects , if you will; and it made me think the effect it
14 would have when he tried to explain it to Mr. Withers ; was
15 that I couldn ' t understand how the Odie ' s could lend this
16 much money for such a small amount of security. That part
17 was explained. I could understand that now.
18 I think, Mr . Withers , my point was, does
19 this jeopardize our contract in anyway? Was any of the
20 trucks - the personal property - was this any part of the
21 security? I don ' t have the answer to that. And if it was ,
22 and if , in fact, we would have to step in and take over, what
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14
1 calls for the land . . .
2 MAYOR PATTERSON: The City Attorney can answer
3 that. I think it just means that we can throw them out on a
4 breach of the contract and run the business of removing
5 refuse from the City. That doesn 't mean that we get to use
6 their trucks or their property.
7 MR. WITHERS : According to the terms of the
8 contract, we have the right to lease their trucks for a
9 period of sixty days, at the rate of thirty-five dollars per
10 day, in the event there was a termination of the contract.
11 I do not know the terms of the contract that
12 the Odie ' s had with the S. C.A. , except for the trust deed
13 provisions , that were referred to.
14 I doubt, seriously, that the Odie ' s have any
15 equipment liens on any of the property. If there be any
16 liens , I imagine they would come from the immediate vendor,
17 or his financial agent.
18 I don 't think there is any assurance under
19 our contract, now, that the property will be lien free.
20 hence, whether you approve the stock transfer or not, it
21 would have no materiality on that.
22 COUNCILMAN GRISET : Mr. Mayor?
97
15
1 personal opinion. Mr. Mayor, Mr. Howell and Mr. Sikora both,
2 and I think our City Attorney, said that we had no contract,
3 that it doesn' t amount to too much because it is not
4 enforcable.
5 MR. WITHERS : No, I think you made a mistake . . . .
6 MAYOR PATTERSON: I don' t understand that.
7 MR. WITHERS : I think you drew a false conclusion
8 in that. I think we ' re referring to the provisions that
would require your consent to the transfer of stock. That
10 wouldn ' t invalidate the rest of the contract.
11 COUNCILMAN EVANS : If that part is weak, the rest
12 of it is weak, is my conclusion, that ' s all. That was my
13 personal - -
14 COUNCILMAN GRISET : That ' s not my understanding -
15 the rest of it is weak. I can understand the reason why it
16 might not be legally required of us to consent to this
17 transfer of stock, but that has no bearing whatever to the
18 basic terms of the contract regarding the price, the terms
19 of price increases as a result of cost of living increases ,
20 and the termination.
3 , 21 Is the termination of the contract coming
<1'
11. 22 up - did you say - in the spring?
23 COUNCILMAN EVANS : No. I said the union contract
1. 24 was being negotiated in April of ' 75 . Therefore, I contend
25 that if they have to pay their people more, without a doubt
26 they are going to come in here for an increase. That' s the
t:7
1213) 437-1327 MACAULGY 84 MANNING, SANTA ANA, CALIF. (714) 542-2317 1I
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1 usual procedure.
2 COUNCILMAN GRISET : Well , that may very well be,
3 but I , certainly, at this point, would say that any amendment
4 to the basic contract, before any amendment was granted that
5 consideration be given to opening it up for some bidding -
�s,,
g for a bid.
7 MAYOR PATTERSON: The point is that other than
8 the cost of living increases built into the contract, there
9 is no reason for us to have to consent to any increase in
10 contract price.
I1 We did it once because of the strike - the
12 threatened strike - and we can just as easily say, "tough, "
13 but it has nothing to do with the transfer of stock , because
14 whether it' s Great Western, or S,C.A. , or Jaycox, or
15 anybody else, they might come in and say , "hey, we ' re having
16 labor problems , and we need to raise the price and our rate, "
17 no matter who owns the business.
16 We take a look at them and say, "Why can ' t
19 you run this thing efficiently and take care of your labor
20 problems , " you know, or we can say, "You' re right, you have
21 got a real problem, and we will go along with your rate
22 increase, " but I just don ' t see how it bears on the transfer
on -c
17
1 this is it.
2 COUNCILMAN EVANS : Then , Mr . Mayor, answer me the
3 question , then, why is number two needed in this present
4 agreement? Why do they not want to prejudice themselves ;
5 not to receive the appropriate estimates when it' s in the
�: 6 contract anyway? Why do we have to reiterate it if the
7 contract is so valid?
uv_
8 MAYOR PATTERSON: Knock it out on your motion. I
9 don ' t care.
10 COUNCILMAN GRISET: What is number two? What is
11 number two? If it' s such a big deal , then take it out .
12 MAYOR PATTERSON: Well, number two is -- the
13 transfer is number one , and number two is :
14 "That in all other regards , the
15 present contract would remain the same ,
16 and this amendment to the agreement,
17 when approved by the City, would not
18 prejudice Great Western Reclamation
19 from receiving appropriate adjustments
'.' 20 in its rate schedules as presently
21 provided in the contract on it. "
22 My point is , no matter who runs it, this
• 18
1 MAYOR PATTERSON : I think we ought to have a
2 point three, and say: "Other than those adjustments
3 presently provided for in the contract, no other increases
4 in contract rates will be permitted, " you know, without
5 proof and justification to the City Council , and we can
6 have that on five seconds notice if you want to.
� q
7 COUNCILMAN EVANS : I 'm just indicating to you
3 what I think, that by this merger you are no longer dealing
9 with Tom Blackman - that ' s just my own personal opinion -
10 and I feel that we have lost that personal satisfaction
11 that they have provided - that he, his family, and Mr.
12 Taylor , over the past years , have given the City .
13 I believe that a working contract is just
14 like the rest of these contracts; like the same contracts
15 we' ve had, and we 've discussed over and over, this evening;
16 all kinds of contracts . They are so much paper. But
17 there are people.
18 I don' t know these people!
19 COUNCILMAN MARKEL: Mr. Mayor?
20 MAYOR PATTERSON: We haven ' t had any noise from
21 down there. Yes !
22 COUNCILMAN MARKEL: Mr. Mayor, I think that Mr.
19
1 Iie' s given us something. The service has
2 been good. We have no complaint about his service. However,
3 we are going to lose all of that, because I noticed on that
4 sign in the place , there are three names - I think Laguna
F•, 5 Beach Disposal Company, I think there was S .C.A. , and then,
I6 Great Western.
7 It will all be S .C.A. if this thing goes
8 through, and we are going to be just in the grip of this new
g concern, which we know nothing about.
10 MAYOR PATTERSON: One thing, you know, that
11 Rodger made - Mr. Howell made - the point that they have
12 done such a good job, we' re not going to let them transfer
13 shares . Had they done a bad job, we probably would be ready..
14 to jump at a new chance for another contractor. You know,
15 that' s exactly what you seem to be saying .
16 COUNCILMAN GRISET : Well , Mr. Mayor, for Ogden' s
17 information here, Great Western , that corporation, is going
18 to continue, and I would go with Vern' s expression there
19 that - and I 've stated it already, I think we all have -
20 that the Blackman ' s , and Tillman Taylor, are to be tied in ,
21 by contract, to the continued operation of the Santa Ana
22 waste disposal business , and they have consented to that -
t
no
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20
1 COUNCILMAN GARTHE : That ' s very true, i think,
2 Councilman Griset. They will be tied in. But they have got
3 a boss, now, they ' re not the boss , and if the boss--man tells
4 them to do a certain thing, they are going to do that.
5 I want to compliment Blackman and Tilly both
6 on the job that ' s been done in Santa Ana. They cooperated,
s=f
7 I know, in a prior job I had here a hundred per cent, and I
8 was proud to have them aboard when they got going on that
9 contract, but I have some rather odd things here that the
10 attorney said a minute ago, about the water quality, and the
11 recycling, and some of this stuff .
12 I haven't seen a thing in the contract that ' s
13 going to change anything on the water quality, and recycling .
14 I think that' s going to come about, but. I don ' t think it ' s
,yr
15 going to be this contractor that ' s going to do it. They
16 will be told to do it by either the Council or someone else.
17 I don't think it' s got anything to do here. I think that is
18 just so much rhetoric .
19 Then, I feel odd about this money coming
20 back to the City. I think it ' s going to come back to haunt
21 us, on other contracts - I really think that ' s going to
;f 22 hurt - and you ' re going to be reminded of it on someone that
21
people somewhere that are getting this service,
2 That is all I have to say.
3 COUNCILMAN WARD: Mr . Mayor?
4 MAYOR PATTERSON: Mr, Ward '
5 - COUNCILMAN WARD : To the point of the management
6 contract, I think they are very fine, and I can state an
rv�
7 example of one we are all quite aware of.
8 We have a client whose names if John Rubin
9 Macintosh, and he has a service called Far West Service ,
10 which are restaurants we' re all very fond of.
11 He was purchased approximately two years ago
12 by Grace Lines. The service at Far West restaurants has not
13 diminished. The service continues as a very fine operation.
14 I don ' t think there ' s anything wrong with management
15 contracts . They ' re still a very fine operation.
16 MAYOR PATTERSON : Well, we 've been beating this
17 problem over the head all evening. Does anybody else want
18 to throw in their nickel ' s worth?
19 COUNCILMAN EVANS : Just one more question. I
20 would just like to ask this of Mr. Howell , and maybe he can
21 answer the question.
22 Without the extension of time , would S .C.A.
22
1 confirm the comments of the Mayor, just a few moments ago,
2 and the answer is , yes , they would be interested in the
3 merger, but I would have to honestly tell you that my
4 conversations with the S .C.A. management and the Blackman ' s ,
5 it would have had an effect upon the terms of the merger .
6 I think that ' s true. They would still be
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7 interested, and we have Great Western and S .C.A. in reliance
8 on this having been achieved, make a significant investment
9 in the City of Santa Ana, and are kind of committed to it.
10 That ' s why we are embarrassed not to have
11 the stock transfer permitted; having it achieved.
12 MAYOR PATTERSON: I 'm ready for the motion. Oh,
13 Mr. Spragg!
14 MR. SPRAGG: I would like to make a comment that
15 would go to the format of the motion , because I think there
16 was an implied statement that the Council was being asked to
17 vote on a pig in the poke tonight, that you didn 't know what
18 you were getting into.
19 From our standpoint, the City Attorney has
20 had no real input yet on this matter, and if the Council
21 wishes to go one way or another, whether you approve this in
22 concept, if you do, we would request that you refer it to
0 ` 23
1 that we ' re urging you to use.
2 MAYOR PATTERSON: Okay. I would suggest that a
3 motion would be in order approving or disapproving , and if
4 it ' s approved - the transfer of stock - in principle, that
5 we add to that, to include employment contracts , pursuant to
6 a discussion here with the Blackman family, and a local
7 manager - and I assume that means them; and, that the payment
8 of the thirty thousand dollars goes into the general fund,
9 and for any City purpose rather than any approved purposes;
10 and furthermore, that there be a point three at the end of
11 the proposal from the applicant, to state that in all other
12 regards , there will be no other adjustments in the rate
13 schedules and presently provided for in the contract,
14 without justification and public hearing by the City Council ,
15 or something to that effect.
16 I 'm trying to pick out what Vern was
17 pointing out, here , those kinds of things which should be
18 some of the conditions .
19 The motion is to approve, in principle , but
20 we should tack those kinds of things on it, I think.
21 COUNCILMAN GRISET: I would be glad to make that
22 motion, and including in there , of course , Till Taylor, who
4Ann+4 $4nA c.i +A 4-b4c Crain+ Ulcc*crn Pnnlama+inn
(40 24
1 COUNCILMAN GRISET: Two sons .
2 MAYOR PATTERSON : If I know Tom, he might have his
3 wife and daughters involved. (Laughter)
4 COUNCILMAN GRISET: Wife and family.
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5 MAYOR PATTERSON : Okay . Do we have a second?
6 COUNCILMAN WARD : I ' ll second the motion.
ti
7 MAYOR PATTERSON: And then, your motion, then,
T.4
g would be to approve in principle the request for stock
9 transfer by Great Western to S .C.A. subject to the conditions
10 which I specified, including Blackman family and Tillman
11 Taylor. Is that correct?
12 COUNCILMAN GRISET : That is correct.
13 MAYOR PATTERSON: Motion by Griset, seconded by
14 Ward.
15 COUNCILMAN YAMAMATO: Mr . Mayor? One thing I.
16 would like to know about. So much has been said about this
17 thirty thousand dollars , I guess what this means is that
18 thirty thousand dollars is being paid by S .C.A. - is this
19 right?
20 MAYOR PATTERSON: Our contract is with Great
21 Western. Great Western is still our contractor, and Great
22 Western will pay it, and it just so happens that Great
nn
25
1 Western, and we still expect them to perform, and Great
2 Western ' s present stock owners , the Blackman family, have
3 come here to say, "Permit us to transfer our shares in Great
4 Western to S .C.A. , " so that the new shareholders in Great
Western will be S .C.A.
6 But still , our contract will be with Great
7 Western, and S . C.A. will have to have employment contracts
8 with Great Western, or with someone , and the City is a third
9 party beneficiary, employing the Blackman family and Tillman
10 Taylor for the life of the contract, and the payment of thirt,
11 thousand:
12 Everything will continue, as I understand it,
13 in the name of Great Western Reclamation, Inc. If anybody
14 tells me I 'm wrong, let ' s do it now. Okay.
15 COUNCILMAN GRISET: And I assume, Mr . Mayor, that
16 these stipulations and agreements will come back to us from
17 the attorney?
18 MAYOR PATTERSON : We ' re approving it in principle
19 and it will come back to the City Council at the next - -
20 COUNCILMAN GRISET : Including the management
21 contracts , and so on?
22 MAYOR PATTERSON: The whole bundle. Are there any
IIIIIn- _
O26
1 MRS . MOYER: Mr. Mayor, your contract is with
% 2 the same named company, but it is not with the same people.
3 Therefore, it is a breach of the contract.
tt;. 4 P4AYOR PATTERSON : I understand that.
5 MRS . M6YETT: You have the same name , but you don' t
I
6 have the same people . . .
7 MAYOR PATTERSON : All right. Are we ready for
8 a roll call?
^ x 9 COUNCILMAN WARD : Question.
A.01::
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;in,
10 MAYOR PATTERSON: Question has been called. Roll
�� �:. 11 call vote , please .
12
a (Whereupon, the motion carried,
13 four-to-three , by roll call vote. )
14 So ordered. This concludes the evening
15 session of the City Council.
16
17 (WHEREUPON, THE PROCEEDINGS
18 WERE TERMINATED . )
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22
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27
1 CERTIFICATE
2
3 I HEREBY CERTIFY that the foregoing pages ,
4 numbered from 1 through 26 , inclusive , represent a true an
5 accurate transcription of an except from my stenographic note .
6 taken at the public hearing of the City of Santa Ana City
li
7 Council, on November 5, 1973 .
8 DATED this third day of December , A. D. 1973 ,
9 in the City of Garden Grove, County of Orange , and State of
10 California.
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I� 16 eARTHU / SPRING, 7126rter
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al 17 - —
18
r OFFICIAL SEAL
19 + "--"-^ 1, ARTHUR SPRING
+ P NOTARY PUBLIC-CALIFORNIA
20 4��ua r , ' ORANGE COUNTY
�_ MyCommissionExpires Nug.26,1977 D
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[ 12131 437 1327 MACAULEY 434MAN MANNING SANTA ANA CALIF. ('nal 542-231'1 -