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Home My WebLink AboutIII (D) Approval and Acceptance of Assignment of Commercial Solid Waste Franchise from Industrial Waste Service, Inc. to Browning-Ferris Industries of Florida, Inc AGENDA 8-15-95 Item III D FOLEY & LARDNER III NORTH ORANGE AVENUE, SUITE 1800 ORLANDO, FLORIDA 32801 TELEPHONE 14071 423-7656 FACSIMILE 1407) 648-1743 TAMPA, FLORIDA MAILING ADDRESS: MILWAUKEE, WISCONSIN JACKSONVILLE, FLORIDA POST OFFICE BOX 2193 MADISON, WISCONSIN TALLAHASSEE. FLORIDA WASHINGTON. D.C. WEST PALM BEACH, FLORIDA ORLANDO. FL. 32802-2193 ANNAPOLIS, MARYLAND CHICAGO, ILLINOIS MEMORANDUM TO: The Honorable Mayor and City Commissioners of the City of Ocoee FROM: Paul E. Rosenthal, Esq. , City Attorneylr'c'� DATE: July 28, 1995 ++ RE: Consent to Assignment of Commercial Solid Waste Franchise from IWS to BFI Attached hereto is a copy of correspondence dated June 19, 1995 from Browning-Ferris Industries of Florida, Inc. ("BFI") advising that BFI has completed its purchase of Attwoods PLC. This has also resulted in the acquisition by BFI of Industrial Waste Service, Inc. ("IWS") . The City has previously entered into a Commercial Garbage Collection Franchise Agreement with IWS ("the Franchise Agreement") . IWS and BFI have requested that the City consent to the assignment of the Franchise Agreement from IWS to BFI, whether by merger or direct assignment. The provisions of Section 17 of the Franchise Agreement provides that the City reserves the right in its sole and absolute discretion to approve or disapprove any requested assignment. Additionally, no such assignment is effective until the assignee has executed with the City an Agreement of Acceptance evidencing that the assignee accepts the assignment subject to all of the terms and limitations imposed by the Franchise Agreement. The City staff has no objection to the request of IWS and BFI, subject to the following conditions: (1) That BFI post with the City a Performance Bond in accordance with the requirements of Section 19 of the Franchise Agreement, or, alternatively, provide the City with acceptable documentation showing that the Performance Bond currently on file remains in full force and effect and secures the performance of BFI under the terms of the Franchise Agreement. (2) That BFI provide the City with evidence of insurance in compliance with the requirements of Section 21 of the Franchise Agreement. (3) That BFI provide the City with the name and qualifications of the person in charge of operations within the service area covered by the Franchise Agreement, all as provided by Section 9 thereof. Attached hereto is a proposed Agreement of Acceptance between BFI, IWS and the City which satisfies the requirements of Section 17 of the Franchise Agreement. RECOMMENDATION: It respectfully is recommended that the City Commission approve the Agreement of Acceptance between Browning-Ferris Industries of Florida, Inc. , Industrial Waste Service, Inc. and the City, authorizing the Mayor and City Clerk to execute said Agreement of Acceptance, subject to BFI first complying with the provisions of Sections 9, 19 and 21 relating to the identification of the person in charge, the performance bond and insurance, respectively. PER:dcb Enclosure C:\WP 1\DOCSOCOE\MEMOSVWF-BFi.MEM17128/951DEBBIEHIPER4b -2- HFI Recycled paper BROWNING-FERRIS INDUSTRIES FLORIDA GULF ATLANTIC DIVISION June 19, 1995 City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Attn: Ellis Shapiro, City Manager Dear Mr. Shapiro: Please be advised that Browning-Ferris Industries (BFI) has completed the purchase of Attwoods PLC, and now respectfully requests that your contract with IWS be assigned to BFI. The attached consent letter is provided for your convenience. We would appreciate being placed on your Council/Commission agenda for approval. BFI is pleased to be your service provider. We are committed to the provision of quality, cost effective, and professional service. You will be well served by that commitment. Sincerely, /Air e4;1,4•Ar Al Crump 254 W. KEENE ROAD • APOPKA, FLORIDA 32703 • (407) 880-2100 • FAX: (407) 880-4144 a -ere hF, Recycled paper 0 BROWNING-FERRIS INDUSTRIES FLORIDA GULF ATLANTIC DIVISION June 15, 1995 City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Attn: Ellis Shapiro, City Manager Re: Consent to Assignment Dear Sir: Industrial Waste Service, Inc. is currently providing waste services for the City of Ocoee pursuant to an agreement (the "Agreement")with the City. Industrial Waste Service, Inc. desires to merge into, or to assign the Agreement to, Browning-Ferris Industries of Florida, Inc. ('BFI") and, therefore, hereby requests the City of Ocoee to grant its consent to such merger or assignment either of which will result in the assignment of the Agreement from Industrial Waste Service, Inc. to BFI. If you agree with the foregoing, please have all necessary duly authorized representatives of the City of Ocoee sign below and return one executed original to Al Crump, Browning Ferris Industries, 254 W. Keene Road, Apopka, FL 32703. Further, if necessary, please pass all resolutions to effectuate the consent given hereby. Very truly yours, City of Ocoee Industrial Waste Service, Inc. CONSENT GIVEN: By: C �r0•. � Title: Vice P esident --- Browning-Ferris Industries of Florida, Inc. By: Title: Vice President 254 W. KEENE ROAD • APOPKA, FLORIDA 32703 • (407) 880-2100 • FAX: (407) 880-4144 AGREEMENT OF ACCEPTANCE (Garbage Collection Franchise Agreement) THIS AGREEMENT OF ACCEPTANCE is made and entered into this day of August, 1995 by and between BROWNING-FERRIS INDUSTRIES OF FLORIDA, INC., a - corporation ("BFI"), whose mailing address is 254 West Keene Road, Apopka, Florida 32703, INDUSTRIAL WASTE SERVICE, INC., a Florida corporation ("IWS"), and the CITY OF OCOEE, a Florida municipal corporation ("the City"). WITNES SETH: WHEREAS, the City and IWS have previously entered into a Commercial Garbage Collection Franchise Agreement, dated October 16, 1990, as amended March 29, 1993 and August 3, 1993 ("the Franchise Agreement"), granting IWS an exclusive franchise for the collection of commercial garbage within the corporate limits of the City; and WHEREAS, IWS desires to merge into BFI or assign the Franchise Agreement to BFI, either of which will result in IWS assigning all of its rights and responsibilities under the Franchise Agreement to BR; and WHEREAS, the provisions of Section 17 of the Franchise Agreement provide that no assignment shall be effective until the City has approved the assignment and the assignee has executed with the City an Agreement of Acceptance; and WHEREAS, IWS and BR have requested that the City consent to the assignment of the Franchise Agreement to BFI, whether by merger or assignment, and approve all documents necessary to accomplish such assignment; and WHEREAS, subject to the terms and conditions set forth herein, the City desires to approve the assignment of the Franchise Agreement and all of the rights and responsibilities thereunder from IWS to the BR. NOW THEREFORE, in consideration of the premises set forth above and other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, BFI, IWS and the City hereby agree as follows: (1) The above recitals are true and correct and are incorporated herein by reference as if fully set forth herein. 1 (2) BFI represents and warrants to the City that the Franchise Agreement and all of the rights and responsibilities of IWS thereunder have been duly assigned and transferred from IWS to BFI and that BFI has accepted such assignment and transfer. (3) BFI hereby agrees to be bound by all of the terms and conditions of the Franchise Agreement and hereby assumes all of the rights and responsibilities of IWS thereunder in the same manner as if BFI were the original signatory to the Franchise Agreement. (4) BFI hereby ratifies the Franchise Agreement and acknowledges that it is in full force and effect and that BFI is bound by all of the terms, conditions and limitations thereof. (5) All references in the Franchise Agreement to the "Franchisee" shall hereafter be deemed to refer to BR. (6) All notices to the "Franchisee" shall hereafter be sent to BFI at the address indicated on the first page of this Agreement of Acceptance. (7) IWS hereby joins in this Agreement of Acceptance for the sole purpose of acknowledging that it has assigned and transferred the Franchise Agreement to BFI along with all of its rights and responsibilities thereunder. (8) Subject to the terms, conditions and limitations set forth herein, the City hereby consents to and approves the assignment of the Franchise Agreement to BFI as set forth herein. (9) Nothing contained herein shall be construed to relieve IWS of its obligations under Section 15, Books and Records, and Section 18, Indemnification, of the Franchise Agreement, which obligations shall survive the assignment to BR and remain binding on IWS; provided, however, that BR may discharge such obligations on behalf of IWS. (10) This Agreement of Acceptance shall become effective upon execution by all of the parties hereto. (11) The terms of the Franchise Agreement remain in full force and effect except to the extent expressly set forth herein. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by its proper officers as of the date and year first above written: 2 Signed, sealed and delivered BROWNING-FERRIS INDUSTRIES in the presence of: OF FLORIDA, INC. By: Witness Print Name: Title: Witness Executed on: , 1995 Signed, sealed and delivered INDUSTRIAL WASTE SERVICES, INC. in the presence of: By: Witness Print Name: Title: Witness Executed on: , 1995 3 Signed, sealed and delivered in the presence of: CITY OF OCOEE, FLORIDA By: Witness S. Scott Vandergrift, Mayor Witness Attest: Jean Grafton, City Clerk (SEAL) Executed on: , 1995 FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON , 1995 LEGALITY this _ day of , 1995. UNDER AGENDA ITEM NO. FOLEY & LARDNER By: City Attorney C:\WP5IWOCSIOCOEE%8FLAGRIM 8/95ID€BBIEHIP R:* 4 "CENTER OF GOOD LIVING - PRIDE OF WEST ORANGE" MAYOR• COMMISSIONER Ocoee S. SCOTT VANDERGRIFT O\ .c� e , Q COMMISSIONERS CITY OF OCOEE RUSTY JOHNSON PAUL W.FOSTER 150 N.LAKESHORE DRIVE SCOTT GLASS JIM GLEASON OCOEE,FLORIDA 34761-2258 �J` (407)656-2322 CITY MANAGER OF GOO ELLIS SHAPIRO July 6, 1995 Mr. Al Crump Browning-Ferris Industries 254 W. Keene Road Apopka, FL 32703 Dear Mr. Crump: This letter should serve as your notice that you are scheduled to appear before the Ocoee City Commission on August 1, 1995. Please provide any information you wish the City Commission to review no later than Wednesday, July 26, 1995. If you have any questions, please feel free to call me at 656-4410. Sincerely, - hapiro ity Manager ES3:fdg:203 cc: Jean Grafton, City Clerk 8 Recycled paper tn the BROWNING-FERRIS INDUSTRIES FLORIDA GULF ATLANTIC DIVISION June 19, 1995 City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Attn: Ellis Shapiro, City Manager Dear Mr. Shapiro: Please be advised that Browning-Ferris Industries (BFI) has completed the purchase of Attwoods PLC, and now respectfully requests that your contract with IWS be assigned to BFI. The attached consent letter is provided for your convenience. We would appreciate being placed on your Council/Commission agenda for approval. BFI is pleased to be your service provider. We are committed to the provision of quality, cost effective, and professional service. You will be well served by that commitment. Sincerely, 1 ''triir Al Crump 254 W. KEENE ROAD • APOPKA, FLORIDA 32703 • (407) 880-2100 • FAX: (407) 880-4144 8 Recycled paper FI BROWNING—FERRIS INDUSTRIES FLORIDA GULF ATLANTIC DIVISION June 15, 1995 City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Attn: Ellis Shapiro, City Manager Re: Consent to Assignment Dear Sir: Industrial Waste Service, Inc. is currently providing waste services for the City of Ocoee pursuant to an agreement (the "Agreement") with the City. Industrial Waste Service, Inc. desires to merge into, or to assign the Agreement to, Browning-Ferris Industries of Florida, Inc. ("BFI") and, therefore, hereby requests the City of Ocoee to grant its consent to such merger or assignment either of which will result in the assignment of the Agreement from Industrial Waste Service, Inc. to BFI. If you agree with the foregoing, please have all necessary duly authorized representatives of the City of Ocoee sign below and return one executed original to Al Crump, Browning Ferris Industries, 254 W. Keene Road, Apopka, FL 32703. Further, if necessary, please pass all resolutions to effectuate the consent given hereby. Very truly yours, City of Ocoee Industrial Waste Service, Inc. CONSENT GIVEN: By: C .a,L, Title: Vice P esident Browning-Ferris Industries of Florida, Inc. By: , Title: Vice President 254 W. KEENE ROAD • APOPKA, FLORIDA 32703 • (407) 880-2100 • FAX: (407) 880-4144