1052 RESOLUTION NO: 1U52
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ROLLING HILLS AUTHORIZING AND CONSENTING TO T'HE
ASSIGNMENT AND T�tANSFER OF A SOLID WASTE
COLLECTION FRANCHISE �
Section l. Recitals:
A. Allied Waste Services, �nc., a Delaware Corporation, is the duly authorized holder
of a franchise ("Franchisee") that authorizes ihe collecti�n and transportation, recycling and disposal of
solid waste within the City of Rolling Hills ("Fraric��ise Authority").
B. By letter da.ted October 7, 200�, Franch:isee informed the City that Republic
Services, Inc., a llelaware Corporati.on, ("Transferee"), will be acquiring a11 outstanding shares of
Francl;isee in exchange for shares af Republic comtnon stock. After tlte merger, Franchisee witl be a
wholly-owned subsidiary of Transferee, although a c:or�trolling interest i3z the merged company is to be
retained by for�ner Allied shareholders. Due to the mPr�inb of Allied with a wY�olly-owned subsidiary of
Transferee and notwithstanding the fonnai retention of a controiii��.� interest in formea• Allied
shareholders, performanee of the Franchise will be the responsibility af the ne�v the merged company
and ultimately the "Trarisferee, Republic Services.
C. ln Accordance with the language and intent of Section 8.08.0?0 of the Rolling
Hills Municipal Code, and Paragraph 28 of the Franchise Agreement, the Frar►chise Authority has the
right to approve the financial, technical, and legal.qualifications of the Transferee in conjunction with
the proposed transfer of stock and interest of the Franchisee.
D. The staff of the Franchise Authority has reviewed the documentation that has.
been submitted by Franchisee regarding the Transferee. Based upon the representations as set forth in
the documentation, staff has concluded that the proposed Transferee has the requisite financial, technical
and legal qualifications to adequately perform, or to enslue the performance of, all �f the obligations
required of the Franchisee under the Franchise, and that the Transferee will be bound by all of the
existing terms, conditions and obligations under the Franchise previously granted by the Franchise
Authority to the Franchisee.
NOW, THEREFORE, the City Council of the City of Rolling�Iills r�solves as follows:
Section 2: In accordance with Section 8.08.070 of the Rolling Hills lylunicipal Code
and Section 28 of the existing Agreement between the City of Rolling Hills and the Franchisee, the
Franchise Authority consents to and approves the proposed transfer of stock and interest t�y Franchisee,
to Transferee.
Section 3: The auth.orization, consent and approval of tlie Franchise Authority of the
proposed transfer of stock and interest is conditioned upon compliance by the Franchisee or the
Transferee with the following requirements as to which they are jointly and severely responsible:
l.. An original or conformed copy of the written instrurnent evidencing the closing
and consuinmation of the proposed transfer of stock and intere,t of the F;anchisee must be filed in the
office of the City Clerk within 30 days after adoption of the this Resolution.
Section 4. T'he City Clerk is direr�ed to certi�� to the passage and adoption of this resolution and enter it
into the book of ori�ir�al resolutions. .
PAS�EI�, APPROVED AIVIJ AD()PTED this 12`c' day of Januar}� 2009.
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MAYO -------- .
ATTEST: .
�G
DEPUTY CITY CLERK
Resolution No. 1052 -1-
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) §§'
CITY OF ROLLING HILLS )
I certify that the foregoing Resolution No. 1052 entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ROLLING HILLS AUTHORIZING AND CONSENTING TO THE
ASSIGNMENT AND TRANSFER OF A SOLID WASTE
COLLECTION FRANCHISE �
was approved and adopted at a regular meeting of the City Council on January 12, 2009 by the
following roll call vote:
AYES: Councilmember Lay, Pernell , Mayor Pro Tem Heinsheimer and
Mayor Hill .
NOES: None .
ABSENT: Councilmember Black.
ABSTAIN: None .
and in compliance with the laws of California was posted at the following:
Administrative Offices.
� l�t.W .
DEPUTY CITY CLERK
Resolution No. 1052 -2-