HomeMy Public PortalAbout2015-52 Approving and Consenting to the assignment of the existing solid waste agreement with Southern Waste SystemsRESOLUTION NO. 2015-52
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING
AND CONSENTING TO THE ASSIGNMENT OF THE
EXISTING SOLID WASTE AGREEMENT WITH SOUTHERN
WASTE SYSTEMS, LLC TO WASTE MANAGEMENT INC.
OF FLORIDA; PROVIDING FOR AUTHORIZATION AND
IMPLEMENTATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, on September 11, 2015, the Village of Key Biscayne (the "Village") entered
into an Agreement for Collection, Transportation and Disposal of Solid Waste and Recycling
Services ("Agreement") for the residential areas with Southern Waste Systems, LLC ("SWS"); and
WHEREAS, SWS has entered into an agreement with Waste Management Inc. of Florida
("WMIF"), a subsidiary of Waste Management, Inc., for the sale and transfer of assets, including the
Agreement with the Village, with the result that the ongoing business and affairs of SWS will be
owned and operated by WMIF; and
WHEREAS, SWS has requested that the Village consent to the assignment of the Agreement
from SWS to WMIF; and
WHEREAS, the Agreement requires the express written consent of the Village to any
assignment, sale or transfer of the Agreement by SWS; and
WHEREAS, the Village Council wishes to consent to the assignment of the existing
Agreement from SWS to WMIF and finds that the assignment is in the best interest and welfare of
the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1, Recitals Adopted. Each of the above stated recitals are hereby adopted,
confirmed and incorporated herein.
Section 2. Assignment Approved. The Village Council hereby approves and consents
to the assignment of the Agreement from SWS to WMIF.
Section 3. Village Manager Authorized; Implementation. The Village Manager, on
the behalf of the Village, is hereby authorized to execute the Consent to the Assignment of
Agreement in substantially the form attached hereto as Exhibit "A", and is hereby authorized to take
any and all action necessary to implement the purposes of this Resolution.
Section 4.. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED AND ADOPTED this 1st day of December, 2015.
MAAL MA�,r�
YRA PENAL SAY
ATTE .
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
HITA H. ALVAREZ, MMC, VILLAGE CLERK
VILLAGE ATTORNEY
Exhibit A
ASSIGNMENT OF AGREEMENT
FOR COLLECTION, TRANSPORTATION AND DISPOSAL OF SOLID WASTE AND
RECYCLING SERVICES FOR THE RESIDENTIAL AREAS OF KEY BISCAYNE,
FLORIDA BETWEEN SOUTHERN WASTE SYSTEMS, LLC ("CONTRACTOR") AND
THE VILLAGE OF KEY BISCAYNE, A FLORIDA MUNICIPAL CORPORATION
("THE VILLAGE")
This Assignment of Agreement for Collection, Transportation, and Disposal of Solid
Waste and Recycling Services for the Residential Areas of Key Biscayne, Florida Between
Southern Waste Systems, LLC, a Florida limited liability company and The Village of Key
Biscayne, a Florida municipal corporation dated this 24 day of December 2015 and is made by
and between Southern Waste Systems, LLC, a Florida limited liability company ("ASSIGNOR")
and Waste Management Inc. of Florida, a Florida corporation ("ASSIGNEE").
PREAMBLE:
ASSIGNOR is the Contractor pursuant to the Agreement for the Collection,
Transportation and Disposal of Solid Waste and Recycling Services for the Residential Areas of
Key Biscayne, Florida between The Village of Key Biscayne, a Florida municipal corporation
("The Village") and ASSIGNOR dated DCCd11 R i , 2015 (the
"Agreement"); and
ASSIGNOR desires to assign its interest in the Agreement to ASSIGNEE and
ASSIGNEE desires to accept such Assignment of the Agreement from ASSIGNOR.
NOW, THEREFORE, for Ten Dollars and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
I. The above recitals are true and correct.
2. ASSIGNOR hereby assigns to ASSIGNEE all of ASSIGNOR's right, title and interest in
and to the Agreement from and after the effective of this Assignment.
3. ASSIGNEE hereby accepts the Assignment of the Agreement from ASSIGNOR, and
ASSIGNEE agrees to be bound by all of the contractual duties, responsibilities,
obligations and liabilities of the Contractor under the Agreement from and after the
effective date of this Assignment.
4. ASSIGNEE agrees to responsible for all obligations of ASSIGNOR to the Village under
the Agreement that precede the date of the transfer of the Agreement to ASSIGNEE.
Page 1 of 4
IN WITNESS WHEREOF, the parties have executed this Assignment on the date and
year first written above.
ASSIGNOR:
SOUTHERN WASTE SYSTEMS, LLC, a
Florida limj* d liability company
Witness
STATE OF FLORIDA
) ss.:
By:
Name: CA i - lei C—✓.! 44
Title: /1/1 .4"., q FEti
COUNTY OF BROWARD)
ThqQ foregoing in ument was acknowledged before me this day of
2015 bya{ir1es Gusivcopby , as r of
Southern Waste Systems, LLC, a Florida limited liability company. He/she is person y known to me or
has produced as identification.
[NOTARIAL SEAL]
Notar
Print Name:
Notary Public, State of Florida
My commission expires:
personally Known OR 0 Produced Identification
Type of Identification Produced
,,,.M!� "?sue CANDIE M COLLINS
t.. Notary Public - State of Florida
Commission # FF 210861
My Comm. Expires Apr 3. 2014
"'9 , BondedtbroughNational No,
Page 2 of 4
ASSIGNEE:
WASTE MANAGEMENT INC. OF FLORIDA, a
Florida corporation
Witness
STATE OF FLORIDA
) ss.:
By:
Name:
Title:
COUNTY OF BROWARD)
The foregoing instrument was acknowledged before me this 3 �da of 7)ec e nib r,
2015 by 7;eye p )/ Ol./4 JA/ t .as / R&SiDesUi of
Waste Management Inc. of Florida, a Florida corporation. ✓che is personally known to me or has
produced as identification.
[NOTARIAL SEAL]
Notary
Print Name /Q /i e
Notary Public, State of Florida
My commission expires: _la newel ri / 1 Z') -!
Xersonally Known OR 0 Produced Identification
Type of Identification Produced
Pie
Page 3 of 4
DIANE SALAH
MY COMMISSION I FF 199776
EXPIRES: January 14,2019
Bonded TAru Budget Navy Serving
CONSENT OF THE VILLAGE OF KEY BISCAYNE, FLORIDA
THE VILLAGE OF KEY BISCAYNE, FLORIDA (the "Village"), a municipal
corporation organized and existing under the laws of the State of Florida, hereby consents to the
foregoing, and consents to the substitution of Assignee for Assignor for all purposes under the
Agreement, including for the purposes of receiving any and all payments thereunder.
VILLAGE:
THE VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation
B
Date Exe
Conchita H. Alvarez, MMC, Village Clerk
Approved as to Form and Legal Sufficiency:
Village Attorney
Page 4 of 4
ge Manager