HomeMy WebLinkAboutExhibitACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT
This Acceptance of Assignment and Assumption of Contract ("Acceptance of
Assignment") is entered into , 2019, between the City of Miami, a municipal
corporation of the State of Florida ("City") and Coastal Waste & Recycling Holdco, LLC
("Coastal")., a Florida Profit Corporation ("Provider/ Assignee").
RECITALS
WHEREAS, pursuant to Resolution No. 15-0499, adopted on November 19, 2015, the City
approved an Agreement pursuant to Request for Qualifications ("RFQ") 495355 Commercial Solid
Waste Hauling Services ("Contract"); and
WHEREAS, on or about January 7, 2019, World Waste Recycling, Inc. ("World Waste")
entered into a Stock Purchase Agreement with Coastal Waste & Recycling Holdco, LLC
("Coastal"); and
WHEREAS, Coastal is now the parent company and sole shareholder of World Waste;
and
WHEREAS, pursuant to Article XIII, Assignability, the Agreement, "shall not be
transferred, conveyed, disposed of, assigned or delegated without the City's prior written
consent"; and
WHEREAS Coastal has decided to continue to operate under the same name "World
Waste" with the same Federal Tax Identification Number as originally signed in the agreement;
and
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
TERMS:
1. RECITALS: The recitals herein are true and correct and are hereby incorporated
into and made a part of this Acceptance of Assignment,
2. CITY'S CONSENT: The City hereby acknowledges and consents to this
Assignment of the Agreement between the City and World Waste to incorporate the new parent
company and sole shareholder Coastal for the provision of providing Commercial Solid Waste
Hauling Services in accordance with RFQ 495344, contingent upon:
(1) World Waste's compliance with all requirements set forth in the Agreement,
Solicitation, and any addendums, or amendments to the Solicitation, if applicable;
(2) Documentation of execution of the new parent company and sole shareholder
Coastal purchase of all stock of World Waste Recycling, Inc, submitted in a form
acceptable to the City Attorney, and Director of Procurement, which is attached
hereto and incorporated by reference as Attachment A; and
(3) Execution of this Acceptance of Assignment. By execution of this Acceptance of
Assignment the Provider/ Assignee accepts all terms set forth and affirms their
19-488
authority as an authorized signatory who can and is binding the Provider/ Assignee
to these terms.
3. WORLD WASTE RECYCLING, INC'S ACCEPTANCE: By execution of this
Acceptance of Assignment, World Waste Recycling, Inc agrees to the terms, conditions and
provisions contained in the Solicitation and contained herein
4. NOTICES: All notices or other communications required under this Contract
shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
To World Waste Recycling, Inc
Brendon J. Pantano, CEO
World Waste Recycling, Inc.
1700 NW 33rd Street
Pompano Beach, FL 33064
To the City
Emilio T. Gonzalez, Ph.D.,
City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133
With copies to:
Victoria Mdndez, City Attorney
City of Miami
444 SW 211 Avenue, Suite 945
Miami, Florida 33130
Annie Perez, CPPD,
Director of Procurement
444 SW 2nd Avenue, 6'" Floor
Miami, FL 33130
Mario Nunez
Director of Solid Waste
1290 NW 20' Street
Miami, FL 33142
5. GOVERNING CONDITIONS: All remaining terms of the Contract, not specifically
changed herein, and any amendment or addendum thereto, shall remain in full force and effect
through the extended term.
IN WITNESS WHEREOF, the provider hereto has caused this instrument to be executed
by their respective officials thereunto duly authorized, as of the day and year first above written.
ATTEST:
Todd B. Hannon, City Clerk
ATTEST:
"City"
CITY OF MIAMI, a municipal
corporation
Emilio T. Gonzalez, Ph.D., City Manager
"Provider"/ Assignee
World Waste Recycling, Inc.
a Florida Profit Corporation
t By:
yrt Name:
Print Name: Brendon J. Pantano, CEO
Title: President
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Victoria Mendez
City Attorney
Ann -Marie Sharpe, Director
Risk Management Department
Reviewed and Approved by Assignor WORLD WASTE RECYCLING, INC., who further
acknowledges payment in full and affirms there are no moneys, debts, costs, or actions due from
the City of Miami under this contract and that it fully releases all of its interests and rights under
this contract
WORLD WASTE RECYCLING, INC.
1700 NW 33,d Street
Pompano Beach, FL 33064
By:
Brendon J. Pantano, CEO
1700 NW 33rd Street
Pompano Beach, FL 33064
3
ACCEPTED AND ACKNOWLEDGED:
Coastal Waste & Recycling Holdco, LLC,
A Florida Limited Liability Company
The parent company of Provider/ Assignee
General Manager /Authorized Officer