10-227 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
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WM Curbside, LL
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