HomeMy WebLinkAboutMINUTES - 12151998 - C160 C.160
THE BOARD OF SUPERVISORS OF
CONTRA COSTA COUNTY, CALIFORNIA'
Adopted this Order on December 15, 1998 by the following vote:
AYES: Supervisors Uilkema, Gerber,DeSaulnier, Canciamilla, and Rogers
NOES: None
ABSENT: None
ABSTAIN: None
SUBJECT, Correspondence
0.160 LETTER, dated December 2, 1998, from Thomas M. Bruen,Bruen&Gordon,
1990 North California Boulevard, Suite 940,Walnut Creek, CA 94596, conveying
the request of BFI and Allied Waste Industries, Inc.,that Contra Costa County
approve and consent to the assignment by BFI to Allied Waste;Industries, Inc.,of
all agreements between Contra Costa County and BFI.
*****REFERRED TO THE COMMUNITY DEVELOPMENT DIRECTOR, COUNTY
COUNSEL AND THE COUNTY ADMINISTRATOR
IT IS BY THE BOARD ORDERED that the above recommendations as noted(*****) are
APPROVED.
I HEREBY CERTIFY THAT THIS IS A TRUE AND
CORRECT COPY OF AN ACTION TAKEN AND
ENTERED ON THE MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN. ,}
ATTESTED ` ✓ � 7
Phil Batchelor,Clerk of the Hoard of
/Supervisont and County Administrator
By ' ' 7" Deputy
c.c.Correspondents (1)
County Administrator
Community Development Director
County Counsel
BRuEN & GoRDON
THOMAS M. BRUEN A PROFESSIONAL CORPORATION TELEPHONE: (025) 295-3131
SCOTT W. GORDON FACSIMILE: (925) 205-3132
DAVID J. MILLER 1900 NORTH CALIFORNIA BOULEVARD BRuGOR@]X.NETCOM.COM
SUITE 940
WALNUT CREEK, CALIFORNIA 94596
NE
December 2, 1998 ` -
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- 218
VL4 X sOARDt3FTRA C-10M.-I
t �StJRS',
Supervisor Mark DeSaulnier and
Members of the Board of Supervisors
County of Contra Costa
651 Pine Street,
Martinez, CA 94553
Dear Supervisor DeSaulnier and Members of the Board:
We are writing to you on behalf of our clients,Pleasant Hill Bayshore Disposal, Inc., the
Keller Canyon Landfill Company,BFI Waste Systems of North America, Inc., and Browning-
Ferris Industries of California, Inc. (hereinafter collectively referred to as`BFI"), and as further
authorized by Allied Waste Industries, Inc. ("Allied"). This letter will constitute the formal
request of BFI and Allied that County of Contra Costa approve and consent to the assignment by
BFI to Allied of all agreements between County of Contra Costa and BFI. A proposed form of
assignment agreement acceptable to both BFI and Allied is enclosed for your consideration.
We understand that Michael Caprio of Allied has previously supplied you with Allied's
current financial information, including Allied's 1997 Annual Report, Allied's Form 10-K for
the fiscal year ended December 31, 1997, and an Allied news release showing the statement of
operations of Allied for the first three quarters of 1998.
We respectfully request that you agendize this request for assignment at the earliest
possible time.
Very truly yours,
Thomas M. Bruen
TMB:jcf
cc: Phil Batchelor, County Administrator
Victor J. Westman, County Counsel
CONSENT TO CONTRACT ASSIGNMENT
Consent to Contract Assignment dated as of , 199_,between and
among the County of Centra Costa("County"),Pleasant Hill Bayshore Disposal, Inc.,the Keller
Canyon Landfill Company, Browning-Ferris Industries of California, Inc. and any ether affiliates
thereof listed on Annex A hereto("BFI")and Allied Waste Industries, Inc. (",Allied")
WITNESSETH:
WHEREAS, County and: BFI are parties to the contract(s) described in Annex A hereto
("Contracts");
WHEREAS,BFI desires to assign its interest in the Contracts to Allied in connection with the sale
of certain assets and operations of BFI to Allied, and. Allied has agreed to assume, perform and
discharge all obligations of BFI under the Contracts;
WHEREAS,the consent of County is required for BFI's assignment of its interest in the Contracts
to Allied, and County is willing to provide such consent subject to the conditions set forth below;
NOW, THEREFORE. in consideration of the premises and in reliance on the representations and
warranties set forth below, County,BFI and Allied hereby agree as follows:
l. EWresentations of BEL BFI represents and warrants to County as follows:
a. BFI is not in default in any respect under the Contracts, and no event has
occurred which with the passage of time would constitute a default under the
Contracts; and
b. BFI has agreed to assign its interest in the Contracts to .Allied subject to the
approval of County and consummation of the closing.
2. Exprese a orfs of"Ale c. Allied represents and warrants to County that Allied has
agreed to assume,perform and discharge all obligations of BFI under the Contracts from
and after the later of the closing date or the effective date of County's Consent to the
assignment of BFI's interest in the Contracts to Allied.
3. Conont of County. Subject to and in reliance on the representations set forth above,
County hereby consents to the assignment of BFI's Interest in the Contracts to Allied and
releases BFI from any further obligations thereunder from and after the later of the date
hereof or the closing date, except for any obligations of BFI under the Contracts for any
periods prior to the date hereof
IN WITNESS WHEREOF, the parties have executed this Consent to Contracts Assignment as of
the day and year first above written.
"County"
By:
Title:
"BFI"
By:
Title:
"Allied"
By:
Title:
..............................................
........................................................... .
.............................................................
. ....................................
ANNEX A TO CONSENT TO CONTRACTS ASSIGNMENT
Name of Contracts:
Date of Contracts:
Parties to Contracts