III (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