Exh 8DAGENDA ITEM #8D
MAY 27, 2003
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM: Request from BFI for Partial Assignment
SUBMITTED BY: Jim Hanson, '
DATE: May 13, 2003
BACKGROUND: BFI, the City's waste hauler, has submitted a request to the City to sign
an amendment to the waste hauling contract that allows payments
of monthly waste hauling chazges be made to Allied Receivables Funding
of Delaware which is a subsidiary of BFI's pazent company; Allied
Waste Industries Inc. BFI is not assigning their contract but merely their
rights to receive payments under the contract from the City. BFI will
remain liable for all. obligations under the original contract. The request
from BFI along with an explanation is attached for your review. Also
attached is a copy of page 35 from the City's present waste contract,
which includes Section 18; Assignment and Change of Control.
BUDGET: There will be no budget impacts resulting from this change.
RECOMMENDATION: That the Mayor be authorized to execute this contract amendment on
behalf of the City of Atlantic Beach.
ATTACHMENT: (1) Request from Allied Waste Industries Inc with proposed
amendment signed by BFI on 5/6/03
(2) Page 35 from City of Atlantic Beach contract for waste services
dated 3/8/01
AGENDA ITEM #8D
MAY 27, 2003
INDUSTRIES, INC.
During 2002, Allied began evaluating securitization as a potential capital market
transaction. A securitization is a common form of fmancing in which certain assets are
separated out and used as collateral for a loan. Separating the assets is critical in a
securitization since this allows the lending institution to track the assets more clearly and
to analyze the performance of the assets more precisely.
Allied decided to move forward with securitization in late 2002 and selected Wachovia as
its lender. In early 2003, Allied created awholly-owned, special purpose entity, Allied
Receivables Funding Incorporated, to hold the assets for the securitization. This new
entity and the securitization will be consolidated on Allied's financial statements.
The assets for the securitization that need to be separated will be accounts receivable and
collections generated by various Allied subsidiaries. We are therefore requesting
consents for assignment of the right to receive payments.
~~,. t
FUN-DIN G INC.
AGENDA ITEM #8D
MAY 27, 2003
City of Atlantic Beach to Partial Assignment
Of the Residential and Commercial Collection and Disposal of Solid Waste, Recycling and
Yard Trash
City of Atlantic Beach, Florida, and Browning-Ferris Industries of Florida, a
Delaware Corporation, are parties to a Residential and Commercial Collection and Disposal of
Solid Waste, Recycling and Yard Waste, dated as of February 1, 2001 (the "Agreement"). A
copy of the Agreement is attached hereto as Exhibit A. The undersigned does hereby consent to
the assignment by Browning-Ferris Industries of Florida Inc., to Allied Receivables Funding
Incorporated, a Delaware corporation ("ARFI"), and ARFI's subsequent assignment to
Wachovia Bank, National Association, ofBrowning-Ferris Industries of Florida Inc. right to
receive payments under the Agreement from City of Atlantic Beach, Florida. The consent by
the undersigned to the assignment by Browning-Ferris Industries of Florida Inc. of its right to
receive payments under the Agreement is conditioned upon Browning-Ferris Industries of
Florida Inc. remaining, and Browning-Ferris Industries of Florida Inc. hereby agrees to
remain, liable for its obligations under the Agreement. The assignment granted hereby shall be
effective from and after the date on which this consent is duly executed by the undersigned.
City of Atlantic Beach, Florida
By:
Name:
Title:
Date: , 2003
Browning-Ferris Industries of Florida Inc.
By:
Name: s-=-z , LL-~ ~.c,~~ ~~ --,
Title: Gt.~ ,~.~-/ -~j,~.,,~~~~-
Date: S- ~ --- , 2003
NV~'IiG4R7 7
AGENDA ITEM #8D
MAY 27, 2003
SECTION 18 - ASSIGNMENT AND CHANGE OF
CONTROL
Contractor shall make no assignment of its rights or obligations
under the Contract without first obtaining the written consent of
the City, which may be granted or withheld in its sole discretion.
In the event Contractor is a corporation, partnership or legal
entity, there shall be no change in the direct or indirect legal or
factual control of such entity without first obtaining the written
consent of the City. A change of legal control includes, but is
not .limited to, a transfer of ownership of over 20% of the
Contractor or any person or entity- owning a 20a or greater
interest, direct or indirect, in the Contractor.
SECTION 19 - SEPARABILITY
If any article or section of this agreement or of any supplements
or riders thereto, should be held invalid by operation of law or
by any tribunal of competent jurisdiction, or if compliance with
or enforcement of any article or section should be restrained by
such tribunal pending a final determination as to its validity,.
the .remainder of this agreement and of any supplements or riders
thereto, or the application of such article or section to persons
or circumstances other than those to which it has been held
invalid or as to which compliance with or enforcement of -has been
restrained, shall not be affected thereby.
IN WITNESS WHEREOF, the City of Atlantic Beach and g~pt,~-~tt~U- FG--2215
l_~~dSTi2-~5. /NC. have caused this contract to
be executed the day and year hereinafter.
ATTES
ity Ma; 'ger
Date:_ ~a~~/U/
Date 03- 0~ 01
35