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HomeMy WebLinkAbout10-227 Resolution No. 10-227 RESOLUTION AUTHORIZING EXECUTION OF ASSIGNMENT OF CONTRACT WITH CURBSIDE, INC. AND WM CURBSIDE, LLC FOR HOUSEHOLD HAZARDOUS WASTE DISPOSAL SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that Sean R. Stegall,City Manager,be and is hereby authorized and directed to execute an Assignment of Contract on behalf of the City of Elgin with Curbside, Inc. and WM Curbside, LLC for household hazardous waste disposal services, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: December 15, 2010 Adopted: December 15, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk Assignment of Contract This Assignment of Contract (this "Assignment") is entered into on [date] by Curbside, Inc., a California Corporation ("Assignor"), WM Curbside, LLC, a Delaware limited liability company(Assignee), and [City of Elgin](the "Customer"). Background: A. Assignor and the Customer are parties to a Service Agreement effective 3/4/2009 (the "Contract") relating to Assignor's provision of hazardous and other waste collection, transportation and/or disposal services to the Customer. B. Assignee and Assignor have entered into an Asset Purchase Agreement dated as of October 11, 2010 (the "Asset Purchase Agreement") pursuant to which Assignor will sell and Assignee will purchase substantially all of Assignor's assets. This transaction will include Assignor's assignment of its interest in the Contract to Assignee. C. The Customer is willing to consent to Assignor's assignment of its interest in the Contract to Assignee upon the terms and subject to the conditions of this Assignment. Now, therefore, in consideration of their mutual promises and intending to be legally bound, the parties agree as follows: 1. Assignment and Modification Assignor hereby sells, assigns, transfers and conveys to Assignee, its successors and assigns, effective as of the Closing Date (as "Closing Date" is defined in Paragraph 8 of this Assignment), all of Assignor's rights, title and interest in and under the Contract; provided however, that Assignee shall not provide collection, transportation, disposal or treatment of pharmaceutical waste under the Contract and Customer agrees to modify and amend the Contract such that the provision of such services related to pharmaceutical waste is removed from the Contract, effective as of the Closing Date. 2. Assumption Assignee, for itself and its successors and assigns, hereby accepts Assignor's assignment and assumes and agrees to be bound by and perform, effective as of the Closing Date, all of the obligations, liabilities and duties of Assignor under the Contract that arise or accrue after the Closing Date (but not including any obligation, liability or duty that may arise or accrue after the Closing Date in f � respect of any matter or event occurring prior to the Closing Date). Assignee's assumption shall run directly in favor of the Customer and shall be enforceable by the Customer against Assignee as if Assignee were the original party to the Contract instead of Assignor. 3. Customer's Consent The Customer hereby consents, effective as of the Closing Date, to Assignor's assignment of its interest under the Contract to Assignee, and to Assignee's assumption of Assignor's interest under the Contract, upon the terms and subject to the conditions of this Assignment. Prior to the Closing Date, the Customer's consent shall be of no effect whatever. 4. Customer's Certification The Customer certifies to Assignee that, as of the date of this Assignment: a. the Contract is in full force and effect in the form attached as Exhibit A and has not been modified, amended or otherwise supplemented or altered in any way; and b. there are no claims by or against Assignor or any defaults or liabilities by Assignor under the Contract. The Customer agrees to confirm the continuing accuracy of its certification (or disclose any inaccuracies that may have arisen) upon Assignee's written request at any time prior to the Closing Date. 5. Governing Law This Assignment shall be governed in accordance with the laws of the state whose laws govern the Contract. 6. Counterparts This Assignment may be signed in any number of counterparts, all of which together shall constitute one and the same instrument. 7. Binding Effect If and when this Assignment becomes effective, this Assignment shall be binding upon Assignor and the Customer, and their respective successors and assigns, and shall inure to the benefit of Assignee, its successors and Assigns. 8. Closing Date This Assignment shall not be or become effective until the date of closing of the Asset Purchase Agreement takes place (the "Closing Date"), when this Assignment shall become effective without the necessity of any notice or other action by any party. In witness whereof, the parties have executed this Assignment. City of Elgin By: Name: S,Iit/V.SSrzofCL Title: CI fy/i//IFl✓ g.,- WM Curbside, LL By: /��j '/ Name:C "" V' tudk11.1- Title: —14/(41' Pte' Curbside, I 6' By: Name: ill V!v-.. Title: QrtQL&s-(