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Home My WebLink AboutC2010-085 - 3/31/2010 - NA° ; ~e ASSIGNMENT-AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment and Assumption Agreement") is dated as of March 31, 2010, by and between TJ Waste of Corpus Christi, Inc, an Indiana corporation ("Buyer") and Corpus Christi Disposal Service, Inc., a Texas Corporation, Ralph Diaz and Ismael C. Diaz (each, a "Seller" and collectively, "Sellers"). WHEREAS, Buyer is a party to that Asset Purchase Agreement dated as of March 12, 2010, (the "Asset Purchase Agreement"), among Buyer and Sellers, pursuant to which Buyer has agreed to assume certain obligations relating to the Assets and Businesses being acquired by Buyer pursuant to the Asset Purchase Agreement. Buyer is required to execute and deliver this Assignment and Assumption Agreement to Sellers under the Asset Purchase Agreement. WHEREAS, .Sellers are parties to the Asset Purchase Agreement among Buyer and Sellers, pursuant to which Seller has agreed transfer the Assets and Businesses being acquired by Buyer. Sellers are required to execute and deliver this Assignment and Assumption Agreement to Buyer under the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyers hereby agree as follows: 1. Buyer hereby assumes the following obligations of Sellers on and after the Closing Date: (a) all obligations relating to the Assets, including the Assumed Contracts, to the extent, and only to the extent, such obligations first accrue and are required to be performed subsequent to the completion of the Closing (provided that such obligations do not arise as a result of a breach by Sellers thereof on or prior to Closing or a breach of Sellers' representations, warranties, covenants and agreements under the Asset Purchase Agreement); (b) all obligations first accruing after the completion of the Closing under any Real Estate Lease executed at the Closing (provided that such obligations do not arise as a result of a breach by Sellers thereof on or prior to Closing or a breach of Sellers' representations, warranties, covenants and agreements under the Asset Purchase Agreement); and (c) all obligations expressly and specifically described upon Schedule 3.15 attached to the Asset Purchase Agreement. 2. From time to time after the date hereof, Buyer will execute and deliver to Sellers such instruments, and shall take or cause to be taken such other or further actions, as shall be reasonably requested by Sellers in order to carry out the purpose and intent of this Assignment and Assumption Agreement. ~ F,-~,-„ +;me to time after the date hereof, Sellers will execute and deliver to 2010-085 03/31/10 T_i WactP of Cnrnus Chrlsti ~~D~~® Buyer such instruments, and shall take or cause to be taken such other or further actions, as shall be reasonably requested by Buyer in order to carry out the purpose and intent of this Assignment and Assumption Agreement. 4. This Assumption Agreement is delivered pursuant to Sections 2.5 (b) and 2.6 (c) of the Asset Purchase Agreement, and shall be construed consistently with the Asset Purchase Agreement. Capitalized terms used in this Assumption Agreement but not otherwise defined herein shall have the meanings given them in the Asset Purchase Agreement. 5. The Assumed Contracts include, but are not limited to, that Waste Disposal Agreement with the City of Corpus Christi, Texas dated June 21, 2006. IN WITNESS `VHEREOF, Buyer and Sellers have caused this Assignment and Assumption Agreement to be executed and delivered effective as of the date first above written. TJ Waste of Corpus Christi, Inc ~ ~ By: Gregory .Gibson, President Corpus Christi Disposal Service, Inca By: Ralph iaz, e e t ael C. Diaz Ralph iaz Corpus Christi RALPH R. WOOD (1901-1965) MARSHALLBOYKAIID ROBERT C. WOLTFR" STEWART N. R[CE JOHN D. BELL*' FREDERICK J. McCIJCCHON§ PETER E AVOTS LUCAIDA 1. GARCiA SC01-C E LANDREI'H DANIEL O. GONZP.LEZ WOOD, BOYKIN & WOLTER A PROFESSIONAL CORPORATION LAWYERS 615 NORTH UPPER BROADWAY, SUITE 1100 CORPUS CHRISTI, TEXAS 78401-0748 March 26, 2010 `Angel R. Escobar City Manager City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 TELEPHONE: 361 /888-9201 FACSIMILE: 361 /888-8353 'BOARllCERTffICDCMLTRIAL LAW •"HOARD CERTIFIEUCOMMFRCIAL REa. EsfArE uw §BOARD CERTIFIED-[AdOR & EMPIAYMENf LAW TEXAS dOARDOF LEGAL SPECIalZA'f10N Writer's email: jdbell~wbwpc.com Re: Consent to Assignment of Waste Disposal Agreement by Corpus Christi Disposal Service, Inc. Dear `Angel: Corpus Christi Disposal Service, Inc. has been a local, family-owned business operating in Corpus Christi since 1943. Recently, the owners made the decision to sell the business to TJ Waste of Corpus Christi, Inc., a new, independent operation in Corpus Christi. The new owners will continue to use the name "Corpus Christi Disposal Service" and will be assuming the existing location, equipment and personnel for the business. Under Section 6.1 of the Waste Disposal Agreement with the City, the hauler may assign the Waste Disposal Agreement with "the consent of the City Manager, which consent will not be unreasonably withheld, delayed or subject to unreasonable conditions." The purpose of this letter is to respectfully request your consent to the proposed transfer. While the local operations people actually running the business will remain unchanged, the new owner has a strong history in the hauling business. Enclosed also is some brief biographical information of Gregory L. Gibson who is a principal in TJ Waste of Corpus Christi, Inc. TJ Waste of Corpus Christi, Inc. is a subsidiary of Texas Jack Holdings which recently completed the acquisition of a hauler in Lubbock, Texas. One or more additional acquisitions in Texas are pending. r Letter to `Angel R. Escobar March 26, 2010 Page 2 Upon your approval of the enclosed Consent, please return it to me as soon as possible so that we may proceed with closing. Very truly yours, ~~ John D. Bell JDB/vcs Enclosure xc: Carlos Valdez City Attorney R. Jay Reining First Assistant City Attorney Laurence Mikolajczyk Solid Waste F:\3976~5-I 1 Tx Jack\10 Ltr-Escobar-0326-i 1-lS.doc Gregory L. Gibson resides in Terre Haute, IN and has developed a proven track record of entrepreneurial success in a variety of business ventures that have included the solid waste industry, real estate development, hospitality industry, food service industry, consumer products retailing, trucking, excavation, banking and the coal industry. As his primary business interest, Mr. Gibson has obtained extensive experience in the successful development and operation of both integrated and non-integrated landfill, hauling and transfer station operations. Mr. Gibson's ongoing industry participation manifests in a variety of ways, including his advisory roles with several major public waste management companies in support of their hauling company operations, landfill development and landfill permitting processes. Beyond advisory activities, Mr. Gibson has founded a variety of privately held waste industry companies. Though his waste career that began in the 1980s with the purchase of his first waste companies in Terre Haute, IN, Mr. Gibson has owned and operated landfill, hauling and transfer station operations in Indiana (various companies), Illinois and Ohio (Millennium Waste), Wyoming and Idaho (Mountain Jack), Arizona (Capital Property Resources) and Texas (Texas Jack and TJ Waste subsidiaries). In 2009, Mr. Gibson formed Texas Jack, aTexas-based holding company that acquired Lubbock TX-based Caprock Waste, with additional acquisitions pending in Corpus Christi, TX and Amarillo, TX. Tracing roots to ownership of his first waste company in his own hometown of Terre Haute, Mr. Gibson's operating philosophy emphasizes quality business practices that are based around a strong commitment to the local community. Among his non-business activities, Mr. Gibson has served on the Indiana Judicial Commission, a position appointed by the Governor of the State of Indiana to oversee the nomination of judiciary candidates for the Indiana Supreme Court and the Indiana Court of Appeals. Mr. Gibson is currently serving on the Indiana Port Commission as well as the Board of Directors for the Methodist Health Foundation in Indianapolis, IN. Mr. Gibson has an engineering degree from Rose Hulman Institute of Technology in Terre Haute, IN and serves on the Board of Trustees for both Rose Hulman and St. Mary- Of-The-Woods College, a private liberal arts college located in Terre Haute, IN. Mr. Gibson also currently serves on the Board of Directors for First Financial Bank and its holding company First Financial Corporation of Terre Haute, IN. CONSENT TO ASSIGNMENT OF CONTRACT Contract: Waste Disposal Agreement Contract Date: June 21, 2006 Parties: City of Corpus Christi, Texas Corpus Christi Disposal Service, Inc. The undersigned consents to the assignment of the above Contract by Corpus Christi Disposal Service, Inc. to TJ Waste of Corpus Christi, Inc. upon the closing of the purchase of substantially all of the operating assets of Corpus Christi Disposal Service, Inc. by TJ Waste of Corpus Christi, Inc. TJ Waste of Corpus Christi, Inc. will continue to operate the business at its current location under the name "Corpus Christi Disposal Service" and the mailing address for the business shall remain unchanged. Date: Marcho', 2010. CITY OF CORPUS CHRISTI, TEXAS r `A el .Escobar Ci Manager as to t'or~s~ipr-~l/Z) r+s1~i,4tant City Attorney i=or City Attorney F:\3976\5-1 l Tx Jack\Consent-City 0326-11-15.doc