HomeMy WebLinkAbout2449RESOLUTION NO 2449
A RESOLUTION approving the transfer of control of BREM-AIR DISPOSAL, INC.,
an Oregon corporation, to ENVIROFIL, INC., a Delaware corporation.
WHEREAS, the City of Bremerton has contracted with BREM-AIR DISPOSAL,
INC., an Oregon corporation, to provide solid waste collection, recycling, and'disposal
services to the City of Bremenon and its residents for the period from December 31, 1991
to December 31,2001; and
WHEREAS, said contract requires BREM-AIR DISPOSAL, INC., as the contractor
to notify the City of any Change in the majority stock ownership of BREM-AIR DISPOSAL,
INC.; and
WHEREAS, DONALD G. LINDGREN, individually and as personal representative
of the Estate of Beverly L. Lindgren, currently owns all of the stock of BREM-AIR
DISPOSAL, INC., and has the power to convey said stock; and
WHEREAS, BREM-AIR DISPOSAL, INC., has notified the City of the intention of
DONALD G. LINDGREN, individually .and as personal representative of the Estate of
Beverly L. Lindgren, to sell all of the stock of BREM-AIR DISPOSAL, INC. to
ENVIROFIL, INC., a Delaware corporation; and
WHEREAS, by said contract the change of ownership in BREM-AIR DISPOSAL,
INC., is subject to City approval, which may be conditioned upon the following:
(a) All the contractor's accrued monetary obligation to the City and
all other outstanding obligations related to the contract shall
have been satisfied;
(b) The transferor shall have executed a general release in a form
satisfactory to the City of any and all claims against the City
and its officers, directors and employees in their corporate and
individual capacities, including, without limitation, claims arising
under federal, state and local laws, rules and ordinances.
(c) The transferee shall enter into a written assignment on a form
satisfactory to the City, assuming and agreeing to discharge all
of the contractor's obligations under this contract; and
(d) The transferee demonstrates to the reasonable satisfaction of
the City that it possesses the business skill and financial
capacity to perform the contract; and
WHEREAS, the City maintains its position that BREM-AIR DISPOSAL, INC., has
BREM-AIR.IRS - Resolution Disk - 11/1/93 1
an outstanding obligation to correct the disparity between City and non-City collection rates;
and
WHEREAS, ENVIROFIL, INC., has committed to investigate and address in the
near term the difference between the garbage collection rates for customers within the City
of Bremerton and the garbage collection rates for customers outside of the City of
Bremerton; and
WHEREAS, ENVIROFIL, INC., has executed its agreement to discharge all of the
obligations of the Contractor under the contract, and which agreement further recognizes
that any responsibilities, duties or liabilities of BREM-AIR DISPOSAL, INC., existing
before transfer are not affected by the transfer of the stock of BREM-AIR DISPOSAL,
INC., (Exhibit A attached hereto); and
WHEREAS, DONALD G. LINDGREN, individually and as personal representative
of the Estate of Beverly L. Lindgren, as the transferor of the shares of BREM-AIR
DISPOSAL, INC., has executed, in a form satisfactory to the City, a general release of all
of his personal claims against the. City, its officers, directors, and employees, in both their
corporate and individual capacities (Exhibit B attached hereto); and
WHEREAS, ENVIROFIL, INC., has demonstrated to the City that it possesses the
requisite business skill and financial capacity to perform the Contract;
WHEREAS, ENVIROFIL, INC., has represented that, as owner of the stock in
BREM-AIR, INC., and as owner or operator of other solid waste collection companies and
disposal facilities, it shall preserve the corporate form and independence of BREM-AIR,
INC., and ENVIROFIL, INC., to protect assets of Brem-Air, Inc., from possible liabilities
of ENVIROFIL, INC., or its subsidiaries to the extent allowed by law; and
WHEREAS, the City has not waived or released, and specifically reserves any and
all fights, arguments, and causes of action it may have arising out of or concerning the
contract against BREM-AIR DISPOSAL, INC., ENVIROFIL, INC., and DONALD G.
LINDGREN, individually and as personal representative of the Estate of Beverly L.
Lindgren; now, therefore,
BE IT RESOLVED by the City Council of the City of Bremerton:
That, based on the foregoing recitals, the transfer of all of the issued shares of stock
of BREM-AIR .DISPOSAL, INC., to ENVIROFIL, INC., is approved.
BE IT FURTHER RESOLVED that the Bremerton City Council shall schedule a
review in six (6) months to evaluate what actions have been taken by BREM-AIR,
DISPOSAL, INC., to resolve outstanding obligations and issues related to the contract, to
consider an audit of landfill closing and post-closing funds administered by the Bremerton-
BREM-AIR.IRS - Resolution Disk - 1 I/1/93 2
Kitsap County Health
taken by the City.
District, and to consider what additional action, if any, should be
taken by the City.
PASSED by the City Council of the City of Bremenon this 3rd day of November, 1993.
EILEEN FITZ
Council President
ATTEST:
KATHLEEN L. McCLUSKEY, Clerk
BREM-AIR.IRS - Resolution Disk - 1111193
October 29, 1993
The Honorable Mayor Louis Mentor
City of Bremerton, Washington
Dear Mayor Mentor:
Donald G. Lindgren, individually and as the personal representative
of the Estate of Beverly L. Lindgren, has requested permission from
the City of Bremerton totransfer all of the outstanding stock of
Brem-Air Disposal, Inc., an Oregon corporation, to Envirofil, Inc.,
a Delaware corporation. I am authorized on behalf of Envirofil,
Inc., to represent to the City that upon completion of that
transfer, Envirofil, Inc. agrees that through its ownership of
Brem-Air Disposal, Inc. the said Brem-Air Disposal, Inc. shall
assume and discharge all of its obligations under the Contract for
Solid Waste Collection, Recycling and Disposal with the City of
Bremerton (the "Contract").
Envirofil, Inc. also recognizes that both the City of Bremerton and
Brem-Air Disposal, Inc., have not waived or released and
specifically reserve any and all rights, arguments and causes of
action either of them may have against the other, which may have
accrued prior to transfer, arising out of or concerning the
Contract, and neither the City, Brem-Air, Inc., or Envirofil, Inc.,
will raise as a defense to any such cause of action the transfer of
ownership of Brem-Air Disposal, Inc.
Sincerely,
Sam W. Humphreys
Senior Vice President
General Counsel
2400 TEXAS COMMERCE TOWER, HOUSTON, TEXAS 77002
EXHIBIT NO. B
General Release Upon Transfer
Parties
The parties to this release are the following:
Releasinq Parties: Donald G. Lindgren, a single person, and the
Estate of Beverly L. Lindgren, deceased, by Donald G. Lindgren,
Personal Representative (together referred to below as "Lindgren").
Released Party: The City of Bremerton, a Washington State
municipal corporation of the first class (referred to below as
"City ")
Premises
Upon the premises listed below, Lindgren agrees to provide a
general release to the City:
Ownership: Lindgren owns all of the issued stock of Brem-Air
Disposal, Inc., an Oregon corporation (referred to below as "Brem-
Air").
Contract: Brem-Air is the Contractor for solid waste
collection and disposal services in the City pursuant to that
certain contract between the City and Brem-Air executed on June 9,
1991 and effective Dec. 31, 1991.
Transfer of Stock: Lindgren desires to transfer ownership of all
of the issued stock of Brem-Air.
Condition of Transfer: Pursuant to section 8.13.3.b. of the
contract between the City and Brem-Air, as a condition precedent to
approval by the City of Lindgren's intended transfer of the shares
of Brem-Air, Lindgren as the transferor must execute a general
release of all Lindgren's claims against the City.
Release
For and in consideration of the Premises stated above,
Lindgren does now and has remised, released, and forever
discharged, and by these presents does for Lindgren's heirs,
executors, administrators, and personal representatives, remise,
release, and forever discharge the said City, its officers,
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directors, and employees, in their corporate and individual
capacities, of and from any and all actions and causes of action,
claims, and demands whatsoever, whether known or unknown and
whether or not well founded in fact or in law, and of and from any
and all and all manner of suits, debts, dues, sums of money,
accounts, reckonings, trespasses, damages, judgements, executions,
claims and demands whatsoever in law or in equity which the
undersigned has had or now has or which he or his heirs, executors,
administrators and personal representatives hereafter can, shall or
may have for, upon or by reason of any matter, cause or thing
whatsoever;
PROVIDED, however, that should the City or any of its
officers, directors, or employees, in their corporate or individual
capacities, bring or join an action against Donald G. Lindgren
individually and/or as Personal Representative of the Estate of
Beverly L. Lindgren, it is understood that the said Donald G.
Lindgren shall be able to legally defend against said action or
actions.
Done by me this 3rd day of November, 1993,
Estate of Beverly L. Lindgren
STATE OF WASHINGTON )
) ss.
COUNTY OF KITSAP )
On this day personally appeared before me DONALD G. LINDGREN,'
to me known to be the individual and the Personal Representative of
the Estate of Beverly L. Lindgren, and executed the within and
foregoing instrument, and acknowledged that he signed the same as
his free and voluntary act and deed, for the uses and purposes
therein mentioned.
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GIVEN under my hand and official seal this 3rd day of
November, 1993.
NOTARY P~L~Iin and for the
My commis.~ion ~.xpi=es:
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