17-R-41 Acceptance of Assignment of City's Exclusive Solid Waste Franchise agreement to BFI Waste Services of Texas, LP DBA Republic ServicesA RESOLUTION BY THE CITY COUNCIL. OF THE CITY OF
SC HERTZ, TEXAS AUTHORIZING THE ACCEPTANCE OF
ASSIGNMENT OF THE CITY'S EXCLUSIVE SOLID WASTE
FRANCHISE AGREEMENT, AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City of Schertz entered into a new ten year solid waste franchise
agreement with Cibolo Waste Incorporated, DBA Bexar Waste on July 28, 2015; and
WHEREAS, the franchise agreement had included in it, a clause regarding the
assignment of the agreement by Bexar Waste that requires City Council approval prior to such
assignment being entered into; and
WHEREAS, Bexar Waste has notified the City that they have entered into an asset
purchase agreement with BFI Waste Services of Texas, LP DBA Republic Services and Bexar
Waste has requested City Council to approve assignment of the City's solid waste franchise
agreement to Republic Services; and
WHEREAS, the assignment of this agreement will not change any requirements of the
contractor providing solid waste services for the City and the assignment will not limit or change
the City's ability to rectify service issues or terminate the agreement for lack of performance;
and
WHEREAS, the City Council has determined that it is in the best interest of the City to
accept assignment of its current solid waste franchise agreement;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the Mayor to sign a letter for Bexar
Waste approving their assignment of the City's solid waste franchise agreement to Republic
Services attached in Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, this 27th day of June, 2017.
CITY OF SQHERTZ, TEXAS
Michael R. Carpenter
ATTEST:
City Secretary, Brenda Dennis
(CITY SEAL)
50506221.1 - 2 -
P.O. Box 519 • Schertz, Texas 78154 • Phone (210) 566 -5454 ^ Fax (210) 566 -6910
May 23, 2017
City of Schertz, Texas
1400 Schertz Parkway
Schertz, Texas 78154
Attn: John Kessel, City Manager
Re: Consent to Assignment
Dear Mr. Kessel,
Reference is made to that certain Franchise Agreement granted under Ordinance No. 15-F-18 (the "Contract")
be en the. City of Schertz, Texas ( "Schertz") and Cibolo Waste, Inc., a Texas corporation doing business under the
assumed name Bexar Waste ( "Assignor').
Please be advised that Assignor anticipates it will enter into an asset purchase agreement (the "Purchase
Agreement") with BFI Waste Services of Texas, LP, a Delaware limited partnership ( "Assignee'), and certain other parties
identified therein pursuant to which Assignee will acquire substantially all of the assets of Assignor (the "Transaction").
As part of the Transaction, the Contract will be assigned by Assignor to Assignee and Assignee will assume all of
Assignor's obligations under the Contract (the "Assignment 1).
Pursuant to Section 11 of the Contract, Assignor may not assign its rights under the Contract without the prior
written consent of the City Council of Schertz ( "Schertz City Council"). Accordingly, please confirm the Schertz City
Council's consent to the Assignment by having a dully authorized representative of the Schertz City Council sign on the
space indicated below. By its signature below, Schertz waives any restrictions on assignment set forth in the Contract, but
only with respect to the assignment and assumption contemplated by this letter. This consent, and the assignment and
assumption contemplated hereby, shall not be effective unless and_ypkfl the closing of the Transaction. Notwithstanding
anything herein to the contrary, in the event that the Transaction i
af l close, this consent shall be of no force and effect
and the Contract shall not be assigned to Assignee.
Sincerely,
Cibolo Waste, Inc., dba Bexar Waste
By:,.
Miguel Gutierrez, President
Acknowledged and accepted this
day of 2017.
City of Sc
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