Resolution No. 04-01RF,~ni .i TTinN Nn_ 04-(11
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA,
APPROVING THE ASSIGNMENT OF THE CURRENT CONTRACT WITH
CAPITAL ENVIItONMENTAL RESOURCES, INC. (CERI), AUTHORIZING
THE MAYOR OR CITY MANAGER TO SIGN A CONSENT TO
ASSIGNMENT OF SAID CONTRACT, AND PROVIDING AN EFFECTIVE
DATE
WHEREAS, the City of Atlantic Beach and Browning-Ferris Industries of Florida, Inc., (BFI)
are parties to an agreement dated February 1, 2001, for residential and commercial collection and
disposal of solid waste, recycling, and yard trash, and
WHEREAS, Capital Environmental Resources, Inc. (CERI) has acquired the Northern and
Central Florida operations of BFI and will operate in the Jacksonville area as Waste Services, Inc.; and
WHEREAS, CERI has agreed to maintain or exceed the level of service provided by BFI.
NOW THEREFORE, BE IT RESOLVED:
SFCTinN 1 _ The City of Atlantic Beach does hereby approve the assignment of its contract
with Browning-Ferris Industries of Florida, Inc., dated February 1, 2001, to Capital Environmental
!!~ Resources, Inc. (CERI), which is doing business in Florida as Waste Services of Florida, Inc. A true
and correct copy of the Assigrunent and Assumption of Contract is attached hereto.
SF.CTinN 2_ The Mayor or City Manager is hereby authorized to sign on behalf of the City
of Atlantic Beach the consent to the Assignment of the contract as referenced above.
~F.('TinN 3_ This resolution shall become effective imrriediately upon it final passage and
adoption by the City Commission.
PASSED AND ADOPTED by the City Commission of the City of Atlantic Beach this
/a~tiay of January, 2004.
ATTEST:
Maureen King, C ty e k
Approved as to form and correctness:
~~
r.
AN C. EN, ESQUIRE
City Att ey
ASSIGNMENT AND ASSUMPTION OF CONTRACT
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT. (this "Assignment") is
made this _ day of , 2004, between Browning-Ferris Industries of Florida, Inc., a
Delawaze corporation ("Assignor"), and Waste Services of Florida, Inc., a Delawaze corporation
("Assignee").
RECITALS
A. Assignor is a party to that certain Contract dated February 1, 2001 (the
"Contract") by and between Assignor and the City of Atlantic Beach, Duval County, Florida
("Customer") whereby Assignor provides waste collection, transportation andlor disposal
services for Customer (the "Services").
B. Assignor desires to assign the Contract to Assignee in accordance with the terms
and conditions set forth below.
TERMS AND CONDITIONS
IN CONSIDERATION of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which aze hereby acknowledged, the parties hereto covenant and
agree as follows:
1. Effective as of the closing (the "Closing") of the purchase by Assignee or its
affiliates of the Contract and related assets as contemplated by that certain Asset Purchase
Agreement by and among Assignor, Assignee and certain of their respective affiliates (the
"Purchase Agreement"), Assignor hereby assigns to Assignee all of Assignor's rights, title and
interests in, to and under the Contract. Effective as of Closing, Assignee hereby agrees to
perform all of Assignor's obligations under the Contract 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 did not arise as a result of a breach by Assignor of
the Contract on or prior to the Closing or a breach of Assignor's or its affiliates' representations,
warranties, covenants and agreements under the Purchase Agreement). Except as set forth in the
preceding sentence, Assignee is not assuming or agreeing to perform any obligations or liabilities
under the Contract.
2. The terms of this Assignment shall bind and inure to the benefit of the parties
hereto and their respective heirs, legal representatives and successors and assigns.
3. This Assignment may be executed in any number of counterparts which,
collectively, shall constitute one and the same instrument. Facsimile signatures shall be effective
as original signatures with regard to this Assignment. Each party represents to the other that the
execution and delivery of this Assignment by such party have been properly authorized and that
all signatures hereon. are genuine.
iaszsis.z
4. Notwithstanding anything herein to the contrary, in the event that the purchase
transaction referenced in paragraph 1 above fails to close, this Assignment shall be of no force
and effect.
[SIGNATURES ARE ON THE FOLLOWING PAGE]
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1482818.2
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of
'"'~ the date and year first written above.
ASSIGNOR:
Browning-Ferris Industries of Florida, Inc.
By:
Its:
ASSIGNEE:
Waste Services of Florida, Inc.
By:
Its:
CONSENT OF CUSTOMER
Pursuant to the authorizing resolution dated 200_ by .the
,Customer hereby consents to this Assignment.
By consenting to this Assignment, Customer does not release Assignor from any of its
obligations under the Contract. arising out of Assignor's acts or omissions prior to the Closing,
and does not waive any rights under the Contract arising out of any occurrence or circumstance
which occurred or existed prior to the completion of the Closing.
City of Atlantic Beach, Florida
By:
Its:
Date: , 200_
ATTEST:
Name:
Title: _
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1482818.2