97-22397 RESO
RESOLUTION NO.
97-22397
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AN ASSIGNMENT OF
THE NON-EXCLUSIVE FRANCHISE FOR COLLECTION AND DISPOSAL
OF SOLID WASTE, GRANTED BY THE CITY TO A-I CARTING
CORPORATION (ASSIGNOR) PURSUANT TO ORDINANCE NO. 91-2757,
TO EASTERN ENVIRONMENTAL SERVICES OF FLORIDA, INC. (EESF),
A WHOLLY OWNED SUBSIDIARY OF EASTERN ENVIRONMENTAL
SERVICES, INC. (ASSIGNEE); SAID ASSIGNMENT APPROVED AND
GRANTED BY THE CITY SUBJECT TO AND CONTINGENT UPON THE
EXECUTION OF AN AGREEMENT OF ACCEPTANCE BETWEEN A-I
CARTING CORPORATION AND EESF IN A FORM TO BE APPROVED BY
THE ADMINISTRATION AND CITY ATTORNEY'S OFFICE,
EVIDENCING THAT EESF ACCEPTS THE ASSIGNMENT SUBJECT TO
ANY AND ALL OF THE TERMS, CONDITIONS AND LIMIT A TIONS
IMPOSED BY ORDINANCE NO. 91-2757, AND WHICH ACCEPTANCE
SHALL INCLUDE AN AFFIRMATIVE STATEMENT AFFIRMING EESF'S
INTENT TO FULFILL THE OBLIGATIONS FORMALLY IMPOSED UPON
A-I CARTING CORPORATION; AND NOTWITHSTANDING THE CITY'S
APPROVAL OF SAID ASSIGNMENT AND EESF'S ACCEPTANCE, A-I
CARTING CORPORATION SHALL GUARANTEE THE PERFORMANCE
OF EESF AND SAID ASSIGNMENT SHALL ALWAYS REMAIN WITH
FULL RECOURSE TO A-I CARTING CORPORATION, ALL AS FURTHER
PROVIDED BY ORDINANCE NO. 91-2757.
WHEREAS, on April 24, 1991, the Mayor and City Commission adopted Ordinance N).
91-2742 (Ordinance), amending Chapter 14A of the Miami Beach City Code, entitled "Garb2ge "
and
WHEREAS, the Ordinance provides for the licensing and operational criteria for not th~ n
more than five (5) franchise waste contractors to provide residential and commercial waste collecti< n
and disposal in the City; and
WHEREAS, pursuant to Ordinance No. 91-2742, on October 9,1991, the Mayor and Ci y
Commission adopted Ordinance No. 91-2757, providing for the granting of a non-excltsi'e
franchise to A-I Carting Corporation (A-I), a Florida corporation, for the collection and dispOSl11lf
solid waste generated within the City; and
WHEREAS, on March 28, 1997, A-I, through its counsel, notified the Administration < f
its intent to sell certain assets of the corporation to Eastern Environmental Services of Florida, In.~.
(EESF), a wholly owned subsidiary of Eastern Environmental Services, Inc. and
WHEREAS, both Ordinance Nos. 91-2742 and 91-2757 require that franchise rights grankd
by the City thereunder shall not be assigned except with the express approval of the Mayor and Ci' Y
Commission, which approval shall not be unreasonably withheld; and
WHEREAS, additionally, Ordinance No. 91-2757 requires that in the event ofapprov,ll (If
an assignment, the assignor or, in this case, A-I, shall cause its assignee, or EESF, to execute ~n
Agreement of Acceptance, subject to the approval of the City, evidencing that such assignee accep:s
the assignment subject to any and all of the terms, conditions and limitations originally impl)Sfd
upon the assignor pursuant to Ordinance No. 91-2757, and which acceptance shall includ,;: ~ n
affirmative statement evidencing such assignee's intent to fulfill the obligations originally imp')s< d
upon the assignor in contemplation of the assignment; and
WHEREAS, furthermore, pursuant to Ordinance No. 91-2757, notwithstanding the Cit) 's
approval of the assignment herein, and EESF's acceptance of same, A-I shall continue to guan:ntl:e
the performance of its assignee and such assignment is herein granted with the understan dir g
between all parties that there shall always be full recourse to A-I; and
WHEREAS, upon notification of the proposed assignment, the Administration has revi<wld
Eastern Environmental Services, Inc.'s portfolios and literature, as well as made telephone inqu: rit S,
with regard to the adequacy and sufficiency of the proposed assignee's ability to assumf tI lie
franchise, and would herein recommend that the Mayor and City Commission approve the proposld
assignment of the non-exclusive franchise for the collection and disposal of solid waste from A-I,
as assignor, to EESF, as assignee, subject to and contingent upon the parties compliance with the
requirements in Ordinance No. 91-2757, as specifically set forth herein; and
WHEREAS, in order to insure compliance with Ordinance No. 91-2757, the Administrati< ,n
would further recommend that the Mayor and City Commission approve the proposed assignmer t,
subject to review of the required Agreement of Acceptance to be submitted by A-I Ca1irg
Corporation and EESF by the Administration and City Attorney's Office.
2
NOW THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CIT"(
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission herein approve an assignment of the non-exclusive franchise for collection and dispos: J
of solid waste, granted by the City to A-I Carting Corporation (Assignor) pursuant to Ordinance NIl.
91-2757, to Eastern Environmental Services of Florida, Inc. (EESF), a wholly owned subsidiary (f
Eastern Environmental Services, Inc. (Assignee); said assignment approved and granted by the l:::i1 'y
subject to and contingent upon the execution of an Agreement of Acceptance between A-I an i
EESF, in a form to be approved by the Administration and City Attorney's Office, evidencing th..t
EESF accepts the assignment subject to any and all of the terms, conditions and limitations imposej
by Ordinance No. 91-2757, and which acceptance shall include an affirmative statement affirmin.~
EESF's intent to fulfill the obligations formally imposed upon A-I Carting Corporation; an j
notwithstanding the City's approval of said assignment and EESF's acceptance, A-I CaItin g
Corporation shall guarantee the performance ofEESF and said assignment shall always remain 'Nil h
full recourse to A-I Carting Corporation, all as further provided by Ordinance No. 91-2757.
PASSED and ADOPTED this 21st day of
'''''''''-'
ATTEST:
Q 0 G.-u<f f(U~
CITY CLERK
F:\A TTO\AGUR\RESOS\A-I EESF.RES
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
11( 11f&~
C mey
~~
3
CITY OF
MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. 3~8-9~
TO:
Mayor Seymour Gelber and
Memben of the City Commission
iI/]
Jose Garcia-Pedrosa. ! ; .
City Manager / /
I ./
A RESOLUTIpN OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ASSIGNMENT OF
THE FRANCHISE LICENSE FROM A-I CARTING CORPORATION T)
EASTERN ENVIRONMENTAL SERVICES OF FLORlDl'l,
INCORPORATED.
DATE:
May 21,1<<)9'
FROM:
SUBJECT:
ADMINISTRATION RECOMMENDATION:
To approve the Resolution.
BACKGROUND:
Chapter 14A, Article III of the City Code as amended through Ordinance 91-2742 authorized fi' 'e
private waste companies to collect all garbage, trash, or waste accumulated in the Cit:r 1,y
commercial establishments, industrial users, hotels and rooming houses, owners and occupants )f
multi-family residences of nine dwelling units or more. Waste contractors pay a franchise fee t,) t] le
City of 12% of their gross monthly receipts. This agreement is scheduled to terminate on
October 1, 1998.
On March 31, 1997, the Administration received a letter from the Law Offices of Rosen & Switk~ s,
representing A-I Carting Corporation and Ameri-Carting Corporation. This correspondence n01ifi,:d
City administration of the sale of assets of the above mentioned firm to Eastern Environm'~n1 al
Services of Florida, Incorporated. Additionally, a request was made to have the Franchise Licen;e
transferred from the seller to the buyer.
On April 30, 1997, the City Administration received a letter from the Law Offices of Carlton Fiel< s,
representing Eastern Environmental Services of Florida, Incorporated. This correspondence n01ifi ,~d
the City Administration of Eastern Environmental Services of Florida, Incorporated's plans to
acquire A-I Carting Corporation's assets.
DATE
R rl~_
5-21U-
AGENDA ITEM
Commission Memorandum
Page 2
May 21,199'"
ANALYSIS:
After careful review of the purchasing entity's portfolio/literature and several telephone inquirie;,
no reason was found to deny the request to transfer the Franchise License. If the proposed transf,:r
is approved:
A-I Carting Corporation's License would be transferred to Eastern Environmental ServicEs Ilf
Florida, Inc., a Florida corporation and a wholly owned subsidiary of Eastern Environment 11
Services, Inc., which is listed on the "NASDAQ" exchange. Eastern Environmental Services, In~.
has solid plans for rapid growth to become a regional solid waste company with projected revenul:s
in excess of $200 million dollars by the year 1999. Mr. Matthew Wittkin of A-I Carting is beir g
retained and will oversee all operations in Miami Beach, thus maintaining the familiarity with tLe
City of Miami Beach.
CONCLUSION
The Administration recommends approval by the Mayor and City Commission of the attal~h( d
Resolution authorizing the transfer ofthe Franchise License from A-I Carting Corporation to Ea;ten
Environmental Services, Incorporated, contingent upon the closing of the contracts.
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