Item 6AAGENDA ITEM # 6A
MARCH I0, 2008
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM: Transfer of Solid Waste Contract due to Acquisition of Waste
Services of Florida, Inc. Operations by Advanced Disposal Services
SUBMITTED BY: Rick Carper, Public Works Director
DATE: March 3, 2008
BACKGROUND: The City was advised in February that Advanced Disposal Services
Jacksonville, LLC. (ADS} would be acquiring the Jacksonville assets of
Waste Services of Florida, Inc., (VNSI). This acquisition must be approved
by the City of Atlantic Beach in order that the current contract for solid
waste services with WSI is properly transferred to ADS. ADS operates in
the Jacksonville market as Advanced Disposal. The City Attorney
recommends that the City's approval of the transfer of contract
responsibility be done by Resolution.
We have received a letter dated March 3, 2008, from Mary Middleton
O'Brien, the Chief Marketing Officer of Advanced Disposal that provides
assurance that the same level of service we have come to expect from
WSI will be maintained by Advanced.
BUDGET: No effect. There is a requirement in our contract with WSI fora $25,000
payment to the City in the event of a transfer of ownership. This payment
has been received.
RECOMMENDATION: Adopt Resolution 08-04 to approve the assignment of the
solid waste contract to Advanced Disposal.
ATTACHMENTS: 1. Letter dated March 3, 200$ from Mary Middleton O'Brien to Jim
Hanson
2. Solid Waste Contract Excerpt Covering Transfer of Ownership
3. Company Profile Literature from Advanced Disposal.
REVIEWED BY CITY
AGENDA ITEM # 6A
MARCH 10, 2008
RESOLUTION N0.08-04
A RESOLUTION OF THE CITY OF ATLANTIC BEACH,
FLORIDA, APPROVING THE ASSIGNMENT OF THE
CURRENT CONTRACT WITH WASTE SERVICES OF
FLORIDA, INC. TO ADVANCED DISPOSAL
WHEREAS, the City of Atlantic Beach and Waste Services Of Florida, Inc.
(WSI) are parties to an agreement dated June 1,2007, for residential and
commercial collection and disposal of solid waste, recycling, and yard trash; and
Vi~IIEREAS, Advanced Disposal has acquired the Northern Florida operations of
WSI; and
WHEREAS, Advanced Disposal has agreed to maintain or exceed the level of
service provided by WSI.
NOW, THEREFORE, BE IT RESOLVED, the Atlantic Beach City Commission
does hereby assign the contract with WSI to Advanced Disposal who will assume
responsibility for all obligations of the current contract.
PASSED AND ADOPTED by the City Commission of the City of Atlantic Beach
this 10th day of March, 2008.
JOHN S. MESERVE
Mayor
ATTEST:
DONNA L. BUSSEY, CMC
City Clerk
Approved as to form and correctness:
ALAN C. JENSEN, ESQUIRE
City Attorney
AGENDA ITEM # 6A
MARCH 10, 2008
SECTION 19 ASSIGNMENT AND CHANGE OF
CONTROL
A. Assignment, Changes in Ownership and Subletting of
Contract
(1) Neither this Contract, nor any portion thereof,.
shall be assigned except with the prior written
consent of the City Commission, which may be withheld
for any reason. No such consent will be construed as
making the City a party of or to such transfer or
assignment, or subjecting the City to liability of any
kind to any subcontractor. Assignment, changes of
ownership or subletting of contract shall be a direct
or indirect, by gift, assignment, voluntary sale,
merger, consolidation or otherwise, of twenty five
percent (25~) or more at one time of the ownership or
controlling interest of Contractor, or fifty percent
(500) cumulatively over the term of the Agreement of
such interest to a corporation, partnership, trust, or
association, or person or group of persons acting in
concert or a change in control. Transfer shall
include any transfer or assignment to a person
controlling, controlled by, or under the same common
control as the Contractor at the effective date of
this agreement. Moreover, transfer shall not mean a
public offering issuance which either changes the
Contractor status from a privately held corporation to
that of a publicly held corporation or which is
intended to provide additional capitalization for the
Contractor, provided the public offering does not
result in a change in Contractor's management
personnel. Within the term of this contract and any
subsequent renewals if an assignment or transfer of
this contract is granted by the City, the Contractor
will pay the City an assignment/transfer fee for the
first assignment/ transfer in the amount of twenty
five thousand dollars ($25,000.00) for a second and
all subsequent assignment/ transfers the Contractor
will pay the City fifty thousand dollars ($50,000.00)
upon such consent for said assignment or transfer.
(2) The foregoing notwithstanding, in the event of any
strike, lockout, labor trouble or dispute involving
the Contractor under this Contract shall continue, the
City agrees to fully cooperate with the Contractor in
AGENDA ITEM # 6A
MARCH 10, 2008
any temporary assignment
necessary to continue to
by this Contract. Under
no transfer fee as state
but in no event will the
exceed ninety (90) days.
or subcontract as may be
provide the services required
this provision there will be
~ in sub-paragraph (1) above,
transfer under this provision
(3) Any transfer of more than twenty-five percent 25~
of the ownership of the Contractor shall be deemed to
be a transfer of this Contract.
(4) No assignment or subcontract shall, under any
circumstances, relieve the Contractor of the
liabilities and obligations under this Contract, and
despite any such assignment, the City shall deal
through the Contractor. Subcontractors shall be dealt
with as employees and representatives of the
Contractor and, as such will be subject to the same
requirements as to character and competence as are
other employees of the Contractor.
03/03/2006 16:27 FAX 9046360699 ADVANCED DISPOSAL SVCS
Advanced Disposal
March 3, 2008
Mr. Jim Hanson
City Manager
City of Atlantic Beach
800 Seminole Road
Atlantic Beach, FL 32233
Dear Mr. Hanson,
AGENDA ITEM # 6A
MARCH 10, 2008
On behalf of Advanced Disposal Services Jacksonville, >rLC (Advanced Disposal), I would like to re-introduce
myself and my company. We fast met during the City's Request for Proposal process in November 2006.
Waste Services of Florida, Inc. was awarded the residential snd commercial collection franchise at that time.
However, Waste Services, Inc, has recently agreed to sell its Jacksonville solid waste collection assets as well as
additional assets to Advanced Disposal. The purchase agre~neni includes the City of Atlantic Reach's
residential and commercial solid waste and recycling collection franchise. The sale is scheduled to close the
first week of March, 2008. Advanced Disposal respectfully requests that the City of Atlantic Beach's City
Council vote to assign the contract from Waste Services of rlorida, lnc. to Advanced Disposal Services
Jacksonville, LLC at its next regulazty scheduled Council meeting.
Advanced Disposal is a full service solid waste and recycling services company with collection, transfer and
disposal operations in Florida, Georgia, Mississippi and Alabama. The company is founded on the belief that
easterner service is paramount and that it is every .employee's job to ensure that our customers are cared for
with unfailing responsiveness and reliability. Advanced Disposal is dedicated to preserving the environment
and ensuring that all our operations are conducted in a manner that follows all local, state and federal laws in
regards io environmental protection. Advanced Disposal hlas the operational expertise, management strengths,
financial capabilities and commitment to quality chat few publicly traded or independent companies can rival.
Our management team of waste professionals and access to financial capital places us in a unique position
among other independent waste companies that do not have the same level of experience and financial stability.
Tomorrow, you will receive ten company profile packages that will give you a greater understanding of our
company, our people, and how we can benefit the residential and commercial constituents of Atlantic Beach.
The Packages will include a company overview, management resumes, a reference listing of all the cities 8c
counties that we serve, a prospectus of the company and our company brochure. I firmly believe that you will
be impressed by our ability to perform and the local references that we will provide.
If you have any questions, please do not hesitate to contact me at (904} 6I 6-5322. Advanced Disposal looks
forward to serv~ini a City of Atlantic Beach and providing you with quality solid waste collection services.
~G~ ~,
O'Bri
Officer
CC: Dave Lavender, Area president
791513aymeadows Way • Suite 300 • lacks~nville, FL. 32256
Icl {904) 737-7~30Q fax (904) 636-U6~)q