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1 TOWN OF PAHRUMP RESOLUTION NO. 202 1-05 2 A RESOLUTION CONSENTING TO THE ASSIGNMENT OF THE AMENDED AND RESTATED SOLID WASTE FRANCHISE AGREEMENT, ENTERED INTO ON JANUARY 1,2004, BETWEEN THE TOWN OF PAHRUMP AND PAHRUMP VALLEY DISPOSAL, INC. 5 WHEREAS, on January 1, 2004, the Town of Pahrump and Pahrump Valley Disposal, 6 Inc. entered into an Amended and Restated Solid Waste Franchise Agreement (“Agreement”). WHEREAS, on July 15, 2021, Pahrump Valley Disposal notified the Town of Pahrump 8 that Pahrump Valley Disposal and Waste Connections, Inc., a Delaware corporation, with its 9 principal administrative office located at 3 Waterway Square Place, #110, The Woodlands, 10 Texas, 77380, intends to enter into a stock purchase agreement wherein Waste Connections shall 11 12 purchase one hundred percent (100%) ownership of Pahrump Valley Disposal. 13 WHEREAS, pursuant to the Agreement, at paragraph IX(A), “The Franchise granted by 14 this Franchise Agreement shall not be transfelTed, sold, hypothecated, sublet or assigned 15 (collectively “transferred”). . . without the prior written consent of the Town, by expressed by 16 resolution.” For purposes of this Franchise Agreement, any change in control or other 17 . . reorganization of the Franchisee shall be deemed an assignment of this Agreement. 18 WHEREAS, pursuant to the Agreement, at paragraph IX(B), “The Town shall not 19 unreasonably withhold its consent to a transfer of the Franchise granted by this Franchise 20 21 Agreement. The applicant [Waste Connectionsi for the transfer shall demonstrate to the Town’s 22 satisfaction that it has the operational and financial ability to carry out the obligations of the 23 Franchise Agreement.” 24 WHEREAS, on August 17, 2021, the Nye County Board of County Commissioners 25 determined that Waste Connections satisfactorily demonstrated that it has the operational and Resolution 202 1-05 Reassignment of the Solid Waste Franchise Agreement ---PAGE BREAK--- 1 financial ability to carry out the obligations of the Franchise Agreement. 2 WHEREAS, Waste Connections represented that the legal status of Pabrump Valley Disposal will remain the same, including the name, operations and management. 4 WHEREAS, pursuant to NRS 244.187(3), a board of county commissioners may, to 5 provide adequate, economical and efficient services to the inhabitants of the county and to 6 promote the general welfare of those inhabitants, displace or limit competition in any of the 8 following areas: collection and disposal of garbage and other waste. 9 NOW THEREFORE, BE IT RESOLVED, that: The Nyc County Board of County 10 Commissioners consent to the assigmilent of the Agreement to Waste Connections, Inc. BE IT FURTHER RESOLVED, that except as provided for herein, all other terms and 12 conditions of the Agreement shall remain in full force and effect. 13 14 PASSED, ADOPTED, AND APPROVED the 17th day of August 2021. 15 AYES: NAYS: 18 l9 20 21 ABSENT: 22 23 NYE COUNTY OF ATFEST: BOARD OF C UNTY CO>4MISSIONERS: br $t klai , Chairs Safdra L.tIvlerlino, Nye County Clerk 6 and Ex-Officio Clerk of the Board Resolution 202 1-05 Reassignment of the Solid Waste Franchise Agreement