TO: Board of Directors
FROM: Steven Lederer - Manager Upper Valley Waste Management Agency
REPORT BY: Alice Ramirez, Secretary/Clerk
SUBJECT: Resolution Consenting to the Assignment of the Franchise Agreement with Clover Flat Land Fill Inc. to a company owned by Waste Connections, Inc.
RECOMMENDATION
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REQUESTED ACTION: Adoption of and authorization for the Chair to sign Resolution 22-07 consenting to the Assignment of the Franchise Agreement with Clover Flat Land Fill Inc. to a company owned by Waste Connections, Inc.
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EXECUTIVE SUMMARY
On October 19, 2020, the Agency entered into the most recent franchise agreement ("CFLF Franchise Agreement"). Section 12.6 "Assignment" of the CFLF Franchise Agreement prohibits CFLF from assigning the Agreement without the consent of the Agency. This section defines "Assignment" as including transfers or sales of 10% or more of stocks or ownership.
Upper Valley Disposal Holdings, Inc., a Delaware company owned or controlled by Waste Connections, Inc. (WCI) is acquiring the stock of Whitehall Corporation which owns CFLF. CFLF has requested the Agency consent to the assignment of CFLF Franchise Agreement. If approved by the Board of Directors, all provisions of the franchise agreement would remain unchanged. The attached resolution imposes, among others, the following conditions: (1) that the consent is valid for 90 days, and (2) that the companies must notify the Agency in writing of the effective date of the assignment.
Whether to adopt the resolution and thereby consent to the assignment is a business decision for the Board of Directors. The Agency Manager considers this proposal to be fair and balanced for both the companies and recommends adoption of this Resolution.
FISCAL & STRATEGIC PLAN IMPACT
Is there a Fiscal Impact?
No
ENVIRONMENTAL IMPACT
ENVIRONMENTAL DETERMINATION: ENVIRONMENTAL DETERMINATION: Exempt from the California Environmental Quality Act (CEQA) (CEQA) pursuant to CEQA Guidelines 1...
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