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HomeMy Public PortalAbout162-2023 - Greenwave Computer Recycling - consent to assignment CONSENT TO ASSIGNMENT This Consent to Assignment ("Consent") is made effective as of e , 2023 ("Effective Date") by Richmond Sanitary District. WHEREAS, Green Wave Computer Recycling, LLC is a party to a certain Purchase Order Nos. 23-14477 by and between Green Wave Computer Recycling, LLC and Richmond Sanitary District, a copy of which is attached hereto as Exhibit A ("Agreement"); WHEREAS, Green Wave Computer Recycling, ',LC, company and new entity funded by Green Wave Electronics are entering into a certain Asset Purchase Agreement, where by Green Wave Electronics will purchase substantially all of the assets of Green Wave Computer Recycling, LLC ("Asset Purchase"); WHEREAS, concurrently with the closing of the Asset Purchase, Green Wave Computer Recycling, LLC desires to assign all of Green Wave Computer Recycling LLC's, right, title, interest and obligations in, to and under the Agreement to Green Wave Electronics in accordance with the terms and conditions of the Asset Purchase Agreement; and WHEREAS, Green Wave Electronics desires to assume all of Green Wave Computer Recycling, LLC's right, title, interest arid obligations in, to and under the Agreement; WHEREAS, Richmond Sanitary District previously entered into an Agreement with Green Wave Computer Recycling, LLC, referred to as Contract No. 28-2021, executed on May 27, 2021, which Agreement, pursuant to Section XI, provides that neither party may assign or delegate any of its rights or obligations thereunder without the prior written consent of the other party; and WHEREAS, Richmond Sanitary District does now consent to the assignment of Contract No. 28-2021 and Purchase Order Nos. 23-14477 by, Green Wave Computer Recycling, LLC, and Green Wave Electronics hereby acknowledges and accepts the assignment. NOW, THEREFORE, Richmond Sanitary District hereby (a) consents to the assignment of the Agreement to Green Wave Electronics; (b) acknowledges that this Consent satisfies all notice, consent, and other procedural requirements under the Agreement in connection with the Asset Purchase; (c) acknowledges that it will assist with transferring over any accounts (as required) to Green Wave Electronics; (d) waives any right to terminate the Agreement that may arise under the Agreement in connection with the Asset Purchase; and, (e) on and after the Effective Date, further agrees to fully release Green Wave Computer Recycling, LLC from any and all obligations of Green Wave Computer Recycling, LLC under the Agreement and to look solely to Green Wave Electronics to fulfill the obligations of Green Wave Computer Recycling, LLC thereunder. Contract No. 162-2023 IN WITNESS WHEREOF, Richmond Sanitary District and Green Wave Electronics have executed this Consent as of the Effective Date. [Remainder of Page Intentionally Left Blank— Signatures to Follow on Page 3] "CITY" "CONTRACTOR" The City of Richmond, Indiana, by and Green Wave Electronics Through its Board of Sanitary Commissioners )' (Sue iller, President Dated: //::-2- .../7,1 ,3- (Printed): filifi2(10 frillizrAvr--> _.--- -- Title: laeyetitu4 rilfilu)46/02--, man akshi, Vice President Date: 9/1h/2,0 _2 Dated: , 4 0. tien , ember Dated: 9- -(,-9 APPROVED --David-M, Sno—AAi ay,,91', Dated: o. RIc PURCHASE ORDER THIS NUMBER MUST APPEAR ON PURCHASE ORDER NO. ALL SHIPMENTS,INVOICES AND 1.^( PAPERS RELATIVE TO THIS 23-14477 ORDER. . • I e- ISSUE DATE 01/24/2023 SUPPLIER SHIP TO: RICHMOND SANITARY DISTRICT VENDOR: 07224 GREEN WAVE COMPUTER RECYCLING, LLC 2380 LIBERTY AVE 6555 E 30TH ST, STE D RICHMOND, IN 47374 INDIANAPOLIS, IN 46219 CONTACT PHONE: (765)983-7450 PH: (317)899-0000 BILL TO: FX: ACCOUNTS PAYABLE INFO©GWCRI.COM CITY OF RICHMOND 50 N 5TH ST RICHMOND,IN 47374 DESCRIPTION/COMMENTS: BLANKET- E-WASTE REMOVAL AND DESTRUCTION ITEM EXTENDED QTY U/M DESCRIPTION UNIT PRICE NBR. PRICE 1 1.00 EA 'E-WASTE REMOVAL AND DESTRUCTION $15,000.00 $15,000.00 FEDERAL EXCISE TAX EXEMPTION 35-6001174 INDIANA SALES TAX EXEMPTION 003121909-00l TOTAL OF PURCHASE ORDER: $15,000.00 INSTRUCTIONS TO THE VENDOR: 1. AlL ITEMS ORDERED MUST BE MANUFACTURED IN THE UNITED STATES. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99.ACTS 1945 2. Your invoice must be returned to the above address for prompt payment. AND ACTS AMENDATORY THEREOF 3. If vendor delivers any merchandise without valid Purchase Order,no liability exists for City of Richmond. 9, All goods subject to inspection and rejections not withstanding prior payment to secure cash discount, 5. Vendor accepts this order at listed price,or lowest prevailing market price. No price increase allowed after acceptance. 6. Oty of Richmond reserves right to cancel all or part of this order if delivery is not made when and as specified. 7, MAIL ALL CORRESPONDENCE TO DIRECTOR OF PURCHASING, 8. If subject to cash discount,please indicate on invoice or claim. Exhibit'A'page 1 of 2 9. Additonal terms and conditions on reverse. 09/27/2023 THIS ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AS WELL AS THOSE WHICH APPEAR IN THE BODY THEREOF. z. ACCEPTANCE: This Purchase Order constitutes art offer by Buyer to Vendor upon the terms and conditions stated herein and in the body of the or-der and shall become a binding contract upon acceptance thereof either by acceptance in writing or commencement of performance pursuant to this Purchase Order. No revisions to this order shall be valid unless in writing and signed by an authorized representative of Buyer and no condition stated by Vendor in the written acceptance of this Purchase Orcier shall be binding upon Buyer unless expressly accepted in writing by Buyer, Buyer accepts liability only for purchases of goods and services made through the Purchasing Office and evidenced by a Purchase Order, 2. INVOICES� Send all invoices in triplicate on or after date of final shipment to City of Richrriond-City Controller, Richmond,Indiana 47374, Separate invoices shall uesent for each Purchase Order. Each invoice shall be iternized and show Purchase Order Number. s. PAYMENT: The Cash discount period will commence from the date of the receipt of goods or from the date of the invoices whichever date is the later. c.O.oshipmcnts will not be accepted unless Buyer specifically agrees thereto prior to the shipment. Indiana Law requires that Buyer receive the goods prior to payment. 4. RISK OF LOSS: Vendor shall be responsible for loss of goods put-chased hereunder until such goods are all delivered to the address designated on the reverse side hereof,unloaded,inspected,and receipt acknowledged by an authorized representative of Buyer. I ASSIGNMENT: Vendor shall not assign this Purchase Order,or any part thereof,or delegate any performance hereunder, without prior, written consent of Buyer and Vendor shall not be relieved of any liability under this Purchase Order by reason of any such assignment or delegation. 0. 0UANTrnsS: Shipments must equal exact amounts ordered unless otherwise agreed by Buyer, Buyer reserves the right m reject any and all goods shipped in excess of those specified and to return such goods to Vendor at risk and expense of Vendor, including transportation and handling costs. 7. WARRANTY: Vendor warrants all goods, materials and services to be free from defect in design or material or workmanship to conform strictly to the specifications,drawings,sample specified o,furnished p,other descriptions sncdficU|n this Purchase Order and will br fit for the use intended. This warranty shall survive any inspection,delivery,acceptance or payment by Buyer of such goods,materials or services.If the goods covered by thisPurchase Order fail m conform w this warranty, Buyer may reject such goods and either may cancel this Purchase Order or may require Vendor,without delay,to replace such goods with conforming goods, In the event of rejection,Vendor agrees to pay all expenses Incurred in the return of the goods,including transportation and handling mss, o. mowmIscnIn/mxTzom: Vendor will not discrimirate against any employee or applicant for employment because of race, color, religion,sex ornational origin. Vendor will take affirmative actions to ensure that applicants are employed,and the employeesare treated during employment without regards to race,color,religion,sex,or national origin. Such action shall include, but not be limited to,employment,upgrading demotion,transfer, recruitmentor recruitment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training,including apprenticeship, Vendor agrees m post in conspicuous places,available to employees and applicants for employment, notices mbe provided bv the Vendor setting forth the provisions of this nondiscrimination clause, Specifically,the Vendor will comply with all provisions of Executive Order 11246 of September 24, 1965,and the rules and regulations and all relevant orders of the Secretary of Labor, Furthermore,Vendor will not discriminate against any employee or applicant for employment because of physical or mental handicap. (Rehabilitation Act Section 503&504)or because he or she is a disabled veteran or veteran ofthe Vietnam era,in regard to any position for which the employee or applicant for employment is qualified. Vendor agrees to take affirmative action nnbeka|fnf qualified handicapped workers and disabled veterans and veterans of the Vietnam era in compliance with the provisions of the Rehabilitation Act c7f 1973 and the regulations thereunder(41 CFR part 60-741)and the Vietnam Era Veteran's Readjustment Assistance Act and the regulations thereLinder(41 CFR part 68'Z5U). 9. WORKER'S COMPENSATION AND PUBLIC UABILoFY: If this Purchase Order is for services,Vendor shall provide worker's compensation coverage forall employees engaged in the work as required by the appropriated state laws, Public liability insurance shall be carried in the amount of not less than One Million Dollars($1,000,000.00)for injuries Including accidental death, occurring in any one accident, Property damage insurance shall be carried in the amount of not less than One Hundred Thoutsand dollars($100,000,00), Vendor shall furnish Buyer with a Certificate of Insurance to evidence the foregoing requirements^t least seven(7)(Jays prior to the commencement or the work. Ten(za)(Jays notice in writing shall bc given tn the Buyer or cancellation n, material the coverage required by this paragraph. If sub-vendor's are used by the Vendor In connections with this Purchase Order,such sub- vendorssoaVbesoNectm*`esameenu|mmentsasthevcndm. m. MADE zw THE um FED STATES: Vendor warrants that if supplies are manufactured in the United States unless it Is determined by the Buyer that: n) quantities needed are not reasonably available; b)the price is excessive by an unreasonable amount compared to the price of comparable available supplies manufactured elsewhere;c)the quality is substantially less than that of comparably priced available supplies manufactured elsewhere;o,d)tire purchase ur supplies manufactured i"the United States is not in the public interest. Exhibit'A'page zorz