R-2023-393 - 11/16/2023 RESOLUTION NO. R-2023-393
WHEREAS, the City of Round Rock ("City") has a Franchise Agreement with Central Texas
Refuse, LLC ("CTR") for the Collection and Disposal of Solid Waste for Temporary Services
executed on April 28, 2022 ("Agreement"); and
WHEREAS, the Agreement requires CTR to obtain the City's written consent for any
assignment of the Agreement, which includes any sale, exchange or other transfer to a third party of
substantially all of the Grantee's assets dedicated to services under the Agreement; and
WHEREAS, the current owner of CTR, Integrated Waste Solutions Group, LLC, has agreed to
sell one hundred percent (100%) of its interest in CTR to Allied Waste Systems, Inc., an indirect
wholly owned subsidiary of Republic Services, Inc.; and
WHEREAS, the City wishes to enter into a Letter Agreement with CTR acknowledging
receipt of written notification from CTR of the assignment of the Agreement and approving said
assignment, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City said Letter
Agreement, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all
purposes, and is further authorized to execute any additional related documents necessary and required
for closing or completion of the transaction and requirements described therein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551,Texas Government Code, as amended.
0 112.202 32:48934)47 3-8346
RESOLVED this 16th day of November, 2023.
M i
CRAIG MO GA ayor
City of Round Ro , Texas
ATTEST:
MEAGAN SP KS, City Jerk
EXHIBIT
„A„
October 30, 2023
City Manager
221 East Main Street
Round Rock,Texas 78664
City Attorney
309 East Main Street
Round Rock,Texas 78664
Re: That certain Franchise Agreement for Collection and Disposal of Solid Waste
for Temporary Services approved on April 28, 2022 by the City of Round Rock, Texas (the
"gif", and such agreement,the"Agreement").
We are pleased to advise that Integrated Waste Solutions Group,LLC, a Delaware limited
liability company("IWSG"), recently agreed to sell its one hundred percent(100%)membership
interest in Central Texas Refuse, LLC, a Delaware limited liability company ("CTR") to Allied
Waste Systems, Inc., a Delaware corporation, an indirect wholly owned subsidiary of Republic
Services, Inc. ("Republic Services, and such sale, the "Sale"). Republic Services is a reputable
waste management company that is one of the largest providers of environmental services in the
United States, as measured by revenue, and has experience working with private and government
entities.
The provisions of the Agreement require CTR to provide written notification to the City
and to obtain its express written consent in connection with the Sale. Accordingly, we kindly
request that the City acknowledge and consent to the Sale. Specifically,by signing this letter,the
City: (i)acknowledges and consents to the Sale; (ii)waives any right to terminate the Agreement
as a result of the Sale; (iii) acknowledges and agrees that the Sale shall not constitute, or be
construed as,a breach or violation of,or default under,any provision of the Agreement;(iv)waives
any rights under the Agreement that may arise in the City's favor from or in connection with the
consummation of the Sale and (v) acknowledges and ratifies the terms of the Agreement. If the
Sale is not consummated for any reason, this letter will cease to have effect and the Agreement
will remain in place in accordance with its terms.
Additionally, the Agreement appears to have erroneously named the grantee party as
"Central Texas Refuse, Inc." when the correct legal name of the grantee party is "Central Texas
Refuse,LLC." The City agrees by execution of this letter that the correct grantee to the Agreement
is Central Texas Refuse, LLC and agrees to formally amend the Agreement to correct this error.
We would appreciate your prompt attention to this matter. If you have any questions,
please contact me. Otherwise, kindly sign and return this letter to sdelcorsoAiwsgusa.com via
email by .pdf. This letter may be executed in one or more counterparts, each of which shall be
deemed an original and all of which,taken together, shall constitute one and the same instrument.
Exchange of executed copies of this letter in pdf or other electronic form shall constitute and be
deemed to be originals and shall constitute valid execution of this letter.
Integrated Waste Solutions Group, LLC
By:
Name:
Its:
Central Texas Refuse, LLC
By:
Name:
Its:
AGREED AND ACKNOWLEDGED:
City of Round Rock, Texas
By:
Name:
Its:
Allied Waste Systems, Inc.
By:
Name:
Its:
[Signature Page to Consent—City of Round Rock]
Integrated Waste Solutions Group, LLC
By:
Name:
Its:
Central Texas Refuse, LLC
By:
Name:
Its:
AGREED AND ACKNOWLEDGED:
City of Round Rock, Texas
By:
Name:
Its:
Allied Waste Systems, Inc.
By:
Name:
Its:
[Signature Page to Consent— City of Round Rock]
Integrated Waste Solutions Group, LLC
By:
Name:
Its:
Central Texas Refuse, LLC
By:
Name:
Its:
AGREED AND ACKNOWLEDGED:
City of Round Rock, Texas
By:
Name:
Its:
Allied Waste Systems, Inc.
By:
Name:
Its:
[Signature Page to Consent—City of Round Rock]