97-22435 RESO
RESOLUTION NO.
97-22435
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 AMERI-CARTING, INC.
(ASSIGNOR) PURSUANT TO ORDINANCE NO. 91-2758, TO WESTSIDE
SANITATION D/B/A LAZAROS WASTE RECYCLING (ASSIGNEE); SAID
ASSIGNMENT APPROVED AND GRANTED BY THE CITY SUBJECT TO
AND CONTINGENT UPON THE EXECUTION OF AN AGREEMENT OF
ACCEPTANCE BETWEEN AMERI-CARTING AND WESTSIDE
SANITATION, IN A FORM TO BE APPROVED BY THE
ADMINISTRATION AND CITY ATTORNEY'S OFFICE, EVIDENCING
THAT WESTSIDE SANITATION ACCEPTS THE ASSIGNMENT SUBJECT
TO ANY AND ALL OF THE TERMS, CONDITIONS AND LIMITATIONS
IMPOSED BY ORDINANCE NO. 91-2758, AND WHICH ACCEPTANCE
SHALL INCLUDE AN AFFIRMATIVE STATEMENT AFFIRMING
WESTSIDE SANITATION'S INTENT TO FULFILL THE OBLIGATIONS
FORMALL Y IMPOSED UPON AMERI-CARTING, INC.; AND
NOTWITHSTANDING THE CITY'S APPROVAL OF SAID ASSIGNMENT
AND WESTSIDE SANITATION'S ACCEPTANCE, AMERI-CARTING, INC.
SHALL GUARANTEE THE PERFORMANCE OF WESTSIDE SANITATION
AND SAID ASSIGNMENT SHALL ALWAYS REMAIN WITH FULL
RECOURSE TO AMERI-CARTING, INC., ALL AS FURTHER PROVIDED
BY ORDINANCE NO. 91-2758.
WHEREAS, on April 24, 1991, the Mayor and City Commission adopted Ordinance N I.
91-2742 (Ordinance), amending Chapter 14A of the Miami Beach City Code, entitled "Garbage"
and
WHEREAS, the Ordinance provides for the licensing and operational criteria for not "ha,l
more than five (5) franchise waste contractors to provide residential and commercial waste collecticl
and disposal in the City; and
WHEREAS, pursuant to Ordinance No. 91-2742, on October 9,1991, the Mayor and t::ity
Commission adopted Ordinance No. 91-2758, providing for the granting of a non-exc1usi,,~
franchise to Ameri-Carting, Inc. (Ameri-Carting), a Florida corporation, for the collection an.1
disposal of solid waste generated within the City; and
WHEREAS, on March 28, 1997, Ameri-Carting, through its counsel, notified th~
Administration of its intent to sell certain assets of the corporation to Westside Sanitation dfb/l
Lazaros Waste Recycling (Westside Sanitation); and
WHEREAS, both Ordinance Nos. 91-2742 and 91-2758 require that franchise rights grante:l
by the City thereunder shall not be assigned except with the express approval of the Mayor and (~it {
Commission, which approval shall not be unreasonably withheld; and
WHEREAS, additionally, Ordinance No. 91-2758 requires that in the event of approval (f
an assignment, the assignor or, in this case, Ameri-Carting, shall cause its assignee, or West;id.~
Sanitation, to execute an Agreement of Acceptance, subject to the approval of the City, evidendn.~
that such assignee accepts the assignment subject to any and all of the terms, conditions an:l
limitations originally imposed upon the assignor pursuant to Ordinance No. 91-2758, and Wl1iCl
acceptance shall include an affirmative statement evidencing such assignee's intent to fulfill tLe
obligations originally imposed upon the assignor in contemplation of the assignment; and
WHEREAS, furthermore, pursuant to Ordinance No. 91-2758, notwithstanding the Clty s
approval ofthe assignment herein, and Westside Sanitation's acceptance of same, Ameri-Cartin~
shall continue to guarantee the performance of its assignee and such assignment is herein graltei
with the understanding between all parties that there shall always be full recourse to Amen-Cartinj.;;
and
WHEREAS, upon notification of the proposed assignment, the Administration h, s
extensively reviewed Westside Sanitation's portfolios and literature with regard to the adequacy and
sufficiency of the proposed assignee's ability to assume the franchise, and would herein recommend
that the Mayor and City Commission approve the proposed assignment of the non-exclush e
franchise for the collection and disposal of solid waste from Ameri-Carting, as assignor, to Wes1si(le
Sanitation, as assignee, subject to and contingent upon the parties' compliance with the requiremen s
in Ordinance No. 91-2758, as specifically set forth herein; and
WHEREAS, in order to insure compliance with Ordinance No. 91-2758, the Administratictl
would further recommend that the Mayor and City Commission approve the proposed assignrren:,
subject to review of the required Agreement of Acceptance to be submitted by Ameri-Carting, In,:.
and Westside Sanitation 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 Ci y
Commission herein approve an assignment of the non-exclusive franchise for collection and dis{'os II
of solid waste, granted by the City to Ameri-Carting, Inc. (Assignor) pursuant to Ordinance No 9 -
2758, to Westside Sanitation d/b/a Lazaros Waste Recycling (Assignee); said assignment approv( d
and granted by the City subject to and contingent upon the execution of an Agreement of Acceptll11 e
between Amen-Carting and Westside Sanitation, in a form to be approved by the Administratior at d
City Attorney's Office, evidencing that Westside Sanitation accepts the assignment subject to ar y
and all of the terms, conditions and limitations imposed by Ordinance No. 91-2758, and whi( h
acceptance shall include an affirmative statement affirming Westside Sanitation's intent to fillfll
the obligations formally imposed upon Ameri-Carting, Inc.; and notwithstanding the City's approv 11
of said assignment and Westside Sanitation's acceptance, Ameri-Carting, Inc. shall guarantee tIe
performance of Wests ide Sanitation and said assignment shall always remain with full recour;e 0
Ameri-Carting, Inc., all as further provided by Ordinance No. 91-2758.
PASSED and ADOPTED this 18th day of
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ATTEST:
~'V469~
CITY CLERK
FilA TfOIAGURlRESOSIAMERICAR.RES
APPROVED AS TO
FORM & LANGUAGE
& FOR EXecunON
1{~'
r.tv Attornev
0/ {;;.1,/~:;
ASSIGNMENT
OF
CITY OF MIAMI BEACH WASTE CONTRACTOR FRANCHISE LICENSE
For Ten ($ '10_(0) Dollars and other goO(j and valuebll! consjd8ration, the receipt of which is h~ reb)'
acknowledged AmMi-Cartlng, Inc ("AssiQnor") does hereby flUigr'l to Westslde Sanitatic,n, lnc ,
d/b/a! Lazaros Recycting ('Assionee"), all of Assignor's right. title tiind ir'lter€lst in and to the FI"lm hisc
WaSlt3 Contractor's License granteci by tho Cjl,y r,Jf Miami Seach,
TM parties acknowll!ldg€l that this assignment is subJoct to, and conditioned UPO(l the appl ~v ~I of
the (::ity Commission of the City elf Miami Beach,
By acceptance of this assignment, Assignee agrees to be -'5ul':JJect to and bound by all of the l~ 'niS
conditlol~! and limitations Imposed by Ordinance No 91-2759 Saction 7 (Assignrnent), and that
Assignee does hereby confirm that it intends to flllfill the oblig~tions imposed upon it by VirtUE: 0 !.h6
ug~ignmertt of the Franchise
Assigner does hereby repre~ent and warrant that said eSt;ignmMt shall always ,'em<1irl Vlltt full
reMurM to ASSIgnor, who i11 aCcordance with tl1e terms or the above reference Ordinanu" (oes
guaranty to ttlf:i1 City of Miami Beach the performanct; of Assignee with regard to Assignee's dl ties
and obligations in connection with said FranchIse UCeM$,
The p9r1ies hAr'Ato hAve executed thl.~ agreement this 5th day of June, 1997
i\rneri-Cwting Inc
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ASSIGNMENT
OF
CITY OF MIAMI BEACH WASTE CONTRACTOR FRANCHISE LICENSE
For Ten ($10.00) Dollars and other good and valuable consideration, the receipt of which is hNeuy
acknowledged, Ameri-Carting, Inc. ("Assignor") does hereby assign to Westside Sanitation, Inc.,
dlblal Lazaros Recycling ("Assignee"), all of Assignor's right, title and interest in and to the Franchi:,;e
Waste Contractor's License granted by the City of Miami Beach.
The parties acknowledge that this assignment is subject to, and conditioned upon the appro" al )f
the City Commission of the City of Miami Beach.
By acceptance of this assignment, Assignee agrees to be subject to and bound by all of the te rrr s,
conditions and limitations imposed by Ordinance No, 91-2759, Section 7 (Assignment), and th3t
Assignee does hereby confirm that it intends to fulfill the obligations imposed upon it by virtue ef the
assignment of the Franchise.
Assignor does hereby represent and warrant that said assignment shall always remain witl1 fIll
recourse to Assignor, who in accordance with the terms or the above reference Ordinance, jOllS
guaranty to the City of Miami Beach the performance of Assignee with regard to Assignee's dJthls
and obligations in connection with said Franchise License.
The parties hereto have executed this agreement this 5th y of June, 1997.
"
Ameri-Carting, Inc.
By:
By:
Title:
Title:
'A?ES' / t//!:.v- /'
AFFIDAVIT
STATE OF FLORIDA
ss:
COUNTY OF DADE
Before me, the undersigned authority, personally appeared JAN S. NEIMArJ,3S
attorney for AMERI-CARTING, INC. After being duly sworn, affiant states as folloVlls:
1. On or about May 10, 1997, Ameri-Carting entered into an
Amended and Restated Plan of Reorganization with Eastern
Environmental Services of Florida, Inc. ("EESI") for the sale to
EESI of all of Ameri-Carting's assets, exclusive of the City of
Miami Beach Franchise License.
2. As part of the transaction, Ameri-Carting, Inc. agreed to
assign the City of Miami Beach Franchise License to Westside
Sanitation, Inc., d/b/a Lazaros Recycling, subject to the
approval of the City Commission of Miami Beach. A copy of
the letter agreement confirming this fact is attached hereto as
Exhibit A.
3. The transaction between Ameri-Carting, Inc. and EESI closed
on May 27, 1997.
4. The compensation given Ameri-Carting, Inc. by EESI was fair
and adequate consideration for the sale of all the accounts
and equipment from Ameri-Carting, Inc. to EESI.
_. ,--~,---_..__.~--
SEAL
Jan S. ~. an, Attorney
The foregoing instrument was ackn ledged before me this 5-/'1 day of
(1.[[7 ~'" ,1997, by JAN S. NEIMAN, as attorney for AMERI-CARTING, INC., and
whEP'is personally known to me or who produced (ty~'e of
identification) as identification and who did take an oath.
Witness my hand and official seal ir;1 the county and state last aforesaid, this <;_llr;
day of C3~( ./v~ , 1997. ./ / ---
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< Notary Public, State of Florida at la
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(name of notary typed, printed or sfamped)
L
DIANE R MAUTNER
NCYfARY PUBLlCSTATIi OF FLORIDA
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I The panl~~ "C;k'lQwJ"l1N~ UtaJ Y1C l)u}'or hlU IIj)t mm:)uJicd tile Cft}; oj. Miami }"{<:J\l'h
.E...hnc1d~1t l~ def1J\tcJ In:L~ ^,r"~._~_... (f-..x.--(~p..~;:/ l(r;..~.-6t.....; ~
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; Sell~t lIIgtttf t1i4f it walf lr!tll'fer Il\lJ Uunl })o"l,;>> FraIlCI\lse to Westslde S~l1itatlou, In~,
C'i\V(:Jtddfi") for no .dd~dQnaJ f'.<Jnsjdentiu I 3ubJl;C( to the ,pproval of tl~ rallSlC{ by (he eft".
oflMiarnl Beilch. Buy~r and EESl ~t.ret. llbty wi1ll1K1f.'mn1fY1 dofend, 1>>n)tl'Ct nnd hold
hi\'l'taleH Soller and oShireholdcr IH All limuG jfC9W lUll} ilfier ilia dal~ or this Asrcc:rf\C'.rJ! fmnJ and
ai'~t\:it all ciaum, dlmn8t!.\ I ac(j(llIS. !JU lIJ1 !JJvv"CdlJ1$f I dOUlllld.s. W~SIUCla.t5, adjl.lsurumt.s t
rC),AItJe" oosta Md cq.penses 't\'hral~oovo (iucIUL1il'Ja 5}1C\;IOcnlly l but w[mOWI lintilativn,
le~ron!blll alt"rr~ys' rut, alld 0Jc~..".., of nV"llanliou) In<urr~ IT_ SeUtt 01: ,~haltllQlder ~;_
i f"utt of 0' JJ\l.."1dent ~ tJrls Jn~'~nd&d cr~le}I'(J"-^lY~ ~j;l.~.l ;~~t'~'~t '/',
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Frnnehl.. 1s ,e,I<;iIId.d O~ rovnked by "'" ci;J. Suller will,w, (l,..llfo, (h. ('rall.l1l1. to .uy u[h", . '''t? '
pa~y. Any .t1tlnptcd tt~ns(er to It ~1:rlY' ot~r Ullc W lJ~uidl: tihall be a brC'ltch 0 f th~ Asrccmtnl ~.~ (:
SLid ]lfOI\-CompetiUon Agrceffifil1t. :
: 'lb'll;utielll"m!m that111e i\groum~nl i.! not predlc,,,", UJlon tho 1\1'."1611:1 '",del' 01
the.: FnrllUhUo t.o Wt;tulJc.
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EXHIBT'T' f-, ,
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CITY OF
MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. ~
TO:
Mayor Seymour Gelber and
Memben of the City Commission
DATE:
June 18, 199"
SUBJECT:
A RESOLUTI OF THE MAYOR AND CITY COMMISSION OF TH.1i:
CITY OF MIA I BEACH, FLORIDA, APPROVING THE ASSIGNMENT CF
THE FRANCHISE LICENSE FROM AMERI-CARTING CORPORATI[O~
TO WESTSIDE SANITATION D/B/A LAZAROS WASTE RECYCLING.
FROM:
Jose Garcia-Pedrosa
City Manager
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:/ ]'y
commercial establishments, industrial users, hotels and rooming houses, owners and occupan ts )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 June 6,1997, the Administration received a letter from the Law Office of Jeffrey Roy Ce,hel,
representing Westside Sanitation d/b/a Lazaros Waste Recycling. This correspondence notified fle
City administration of the purchase of assets by the above mentioned firm from Ameri-cartillg
Corporation. Additionally, a request was made to have the Franchise License transferred fron t le
seller to the buyer.
In accordance with City of Miami Beach Ordinance 91-2758, Section 7 (Assignments), it is ckarlly
stated in paragraph 1 that, "the franchise rights herein granted to the Grantee and any licens ,~s
granted to the Grantee by the City shall not be assigned by the Grantee except with the expre~s
approval of the Grantor, which approval shall not be unreasonably withheld, but which shall i)e
reflected by a resolution of the Grantor. In the event of such assignment, Grantee shall cau:;e ts
Assignee to execute an Agreement of Acceptance, subject to the approval of the Grantor, evidencing
. that such Assignee accepts the assignment subject to any and all of the terms, conditions. and
limitations imposed, and which acceptance shall include an affirmative statement evidencing su:h
DATE
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AGENDA ITEM
Commission Memorandum
Page 2
June 18, H9r
Assignee's intent to fulfill the obligations imposed upon Grantee. Grantee shall guarantee tIe
performance of its Assignee and such assignment shall always be with full recourse to Grantee."
The City has received an agreement of acceptance from both the seller, Ameri-carting Corporalio 1,
and the buyer, Lazaros Waste Recycling, evidencing that such Assignee accepts the assignment, s
described in the above paragraph. Grantee, in accordance with said Ordinance, agrees to guarantt e
said performance.
ANAL YSIS:
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 transt:r
is approved:
Ameri-Carting Corporation's License would be transferred to Westside Sanitation/Lazaros Was e
Recycling. Lazaros Waste Recycling is a family..owned company with over 27 years of experi,~m e
in waste management. Lazaros Waste Recycling has been approved by Metropolitan Dade COUlt) 's
Department of Business Development with the following certifications,
Certification Classifications
. DBE Disadvantaged Business Enterprise
. HBE Hispanic Business Enterprise
Categories
Waste Disposal/Recycling
Waste Disposal/Recycling
Lazaros Waste Recycling is a Hispanic Business Enterprise recognized as the third largest privae
trash company in Dade County and as the largest privately owned trash company in Dade Count f.
It operates 26 trucks; 72 employees; and approximately 7000 accounts. The company claims Dn y
15 complaints in its files for the previous year. Its truck fleet is complete with radios, and is dind( d
by a dispatch center to respond to emergencies and special requests without delay. Among i IS
biggest clients are the Port of Miami and the Miami International Airport. Sanitation Din:ct >r
Robert Thomas visited the company's headquarters and yard, and found it to be an excellent facilit y,
being well staffed, properly supervised, and very clean & organized.
At the City's request, several of Lazaros Waste Recyling's long-term clients submitted letters )f
recommendation to the City for the excellent service they received from the company. Many )f
these clients have been associated with Lazaros Waste Recycling for the past 10 to 20 years.
Lazaros Waste Recycling is a full service solid waste disposal provider which includes commercial
solid waste disposal service, roll-off service, recycling, residential garbage collection, and
trash & bulky waste pickup and disposal.
Commission Memorandum
Page 3
June 18, 1997
CONCLUSION
The Administration recommends approval by the Mayor and City Commission of the attacht d
Resolution authorizing the transfer of the Franchise License from Ameri-Carting Corporaticn 10
Westside Sanitation d/b/a Lazaros Waste Recycling, contingent upon the closing of the contract:.
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