2007-26487 Reso
RESOLUTION NO. 2007-26487
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 BROWNING FERRIS INDUSTRIES WASTE
SYSTEMS OF NORTH AMERICA, INC. (HEREINAFTER
REFERRED TO AS "BFI" OR "ASSIGNOR") PURSUANT TO
ORDINANCE NO. 91-2760, TO WASTE SERVICES OF FLORIDA,
INC. (HEREINAFTER REFERRED TO AS "WS" OR
"ASSIGNEE"); SAID ASSIGNMENT APPROVED AND
GRANTED BY THE CITY SUBJECT TO AND CONTINGENT
UPON THE EXECUTION OF AN AGREEMENT OF
ACCEPTANCE BETWEEN BFI AND WS, IN A FORM TO BE
APPROVED BY THE ADMINISTRATION AND CITY
ATTORNEY'S OFFICE, EVIDENCING THAT WS ACCEPTS THE
ASSIGNMENT SUBJECT TO ANY AND ALL OF THE TERMS,
CONDITIONS AND LIMITATIONS IMPOSED BY ORDINANCE
NO. 91-2760 AND ALL APPLICABLE PROVISIONS OF
CHAPTER 90 OF THE MIAMI BEACH CITY CODE, ENTITLED
"SOLID WASTE", AND WHICH ACCEPTANCE SHALL
INCLUDE, WITHOUT LIMITATION, AN AFFIRMATIVE
STATEMENT AFFIRMING WS'S INTENT TO FULFILL THE
OBLIGATIONS FORMERLY IMPOSED UPON BFI AND THAT,
NOTWITHSTANDING THE CITY'S APPROVAL OF SAID
ASSIGNMENT AND WS'S ACCEPTANCE, BFI SHALL
CONTINUE TO GUARANTEE THE PERFORMANCE OF WS,
AND SAID ASSIGNMENT SHALL ALWAYS REMAIN WITH FULL
RECOURSE TO BFI, AS PROVIDED IN ORDINANCE NO. 91-
2760 AND THE APPLICABLE PROVISIONS OF CHAPTER 90 OF
THE CITY CODE.
WHEREAS, on April 24, 1991, the Mayor and City Commission adopted
Ordinance No. 91-2742, amending Chapter 14A of the Miami Beach City Code entitled,
"Garbage;" which Chapter has now been re-codified under Chapter 90 of the City Code,
entitled "Solid Waste" (hereinafter referred to as the "Ordinance"); and
WHEREAS, the Ordinance provides, in part, for the licensing and operational
criteria for not more than five (5) franchise waste contractors to provide residential and
commercial waste collection and disposal in the City; and
WHEREAS, on October 9, 1991, the Mayor and City Commission adopted
Ordinance No. 91-2760, providing for the granting of a non-exclusive franchise to
Browning-Ferris Industries of Florida, Inc., for the collection and disposal of solid waste
generated within the City; and
WHEREAS, on September 11, 1997, Browning-Ferris Industries of Florida, Inc.
notified the Administration of its intent to consolidate its U.S. subsidiary, by an intra-
corporate assignment, and thereby assign its non-exclusive franchise to BFI Waste
Systems of North America, Inc., (a wholly owned subsidiary of Browning-Ferris
Industries, Inc.) (hereinafter, "BFI" or "Assignor"); and
WHEREAS, on March 14, 2007, BFI notified the City of its intent to assign its
non-exclusive franchise to Waste Services of Florida, Inc. (hereinafter, "WS" or
"Assignee"); and
WHEREAS, Section 90-192(f) of the City Code requires that franchise rights
granted by the City shall not be assigned, except with the express approval of the Mayor
and City Commission; and
WHEREAS, Section 90-192(f) of the City Code further requires that, in the event
of approval of an assignment: 1) the Assignor (in this case, BFI) shall cause the
Assignee (WS) to execute an agreement of acceptance, subject to the approval of the
City, evidencing that such Assignee accepts the assignment subject to any and all of the
terms, conditions and limitations originally imposed upon the Assignor pursuant to its
original franchise and the applicable provisions of Chapter 90 of the City Code (and
which acceptance shall include an affirmative statement evidencing such Assignee's
intent to fulfill the obligations originally imposed upon the Assignor in contemplation of
the assignment); and 2) notwithstanding the City's approval of the assignment herein,
and Assignee's acceptance of same, the Assignor shall continue to guarantee the
performance of its Assignee, and such assignment is granted by the City with the
understanding between all parties that there shall always be full recourse to the
Assignor; and
WHEREAS, upon notification of the proposed assignment, the Administration
reviewed WS's credentials, with regard to the adequacy and sufficiency of the proposed
Assignee's ability to assume the franchise and, following such due diligence, would
hereby recommend that the Mayor and City Commission approve the proposed
assignment of the non-exclusive franchise for the collection and disposal of solid waste
from BFI, as Assignor, to WS, as Assignee, subject to and contingent upon the parties'
compliance with the requirements of Ordinance No. 91-2760, and all applicable
provisions of Chapter 90 of the City Code; and
WHEREAS, in order to ensure compliance with Section 90-192(f) of the City
Code, the Administration would further recommend that the Mayor and City Commission
approve the proposed assignment, subject to review of the required agreement of
acceptance by the Administration and City Attorney's Office.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE
CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and
City Commission hereby approve an assignment of the non-exclusive franchise for
collection and disposal of solid waste, granted by the City to Browning Ferris Industries
Waste Systems of North America, Inc. (hereinafter referred to as "BFI" or "Assignor")
pursuant to Ordinance No. 91-2760, to Waste Services of Florida, Inc. (hereinafter
referred to as "WS" or "Assignee"); said assignment approved and granted by the City
subject to and contingent upon the execution of an agreement of acceptance between
BFI and WS, in a form to be approved by the Administration and City Attorney's Office,
evidencing that WS accepts the assignment subject to any and all of the terms,
conditions and limitations imposed by Ordinance No. 91-2760 and all applicable
provisions of Chapter 90 of the Miami Beach City Code, entitled "Solid Waste"; and
which acceptance shall include, without limitation, an affirmative statement affirming
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WS's intent to fulfill the obligations formally imposed upon BFI and that,
notwithstanding the City's approval of said assignment and WS's acceptance, BFI shall
continue to guarantee the performance of WS, and said assignment shall always remain
with full recourse to BFI, as provided in Ordinance No. 91-2760 and the applicable
provisions of Chapter 90 of the City Code.
PASSED and ADOPTED this 14thdayof March
,2007.
ATTEST:
-fJt~tJtU~
City Clerk Robert Parcher
~~ Q1()'~~~
Michael Gongora
Vice-Mayor
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APPROVED AS TO
FORM & LANGUAGE
& FOR ECUTION
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COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution consenting to the assignment of the commercial waste collection and disposal
franchise from Browning Ferris Industries Waste Systems of North America, Inc. to Waste
Services of Florida, Inc.
Ke Intended Outcome Su orted:
Improve cleanliness of Miami Beach rights of way especially in business areas.
Issue:
I Shall the City Commission approve the assignment?
Item Summa IRecommendation:
The City currently has four franchise holders for commercial waste hauling operations within
the City of Miami Beach. One of the franchise holders Browning Ferris Industries, Inc., (BFI)
is in the process of being acquired by another waste hauler and has requested that their
franchise be assigned to the new waste hauler.
The request of the waste hauler purchasing the BFI business, Waste Services, Inc. (WSI) is
attached and is consistent with the requirements of both the franchise ordinance and the
franchise agreement.
In reviewing the request from WSI for assignment of the BFI Franchise, the new hauler
represents a substantial corporation with both the assets and operational experience to
successfully assume the franchise license of BFI. The operational experience and size of
the corporation is briefly summarized in the attached letter from WSI.
The assignment of the BFI Franchise to WSI will be beneficial to our community and should
improve both the operational expertise and the assets devoted to that particular customer's
client base.
A roval of the assi nment is recommended.
Advisory Board Recommendation:
I N/A
Financial Information:
aBPI
Financial 1m
Source of
Funds:
Ci Clerk's Office Le islative Trackin
Robert C. Middaugh
Si
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MIAMI BEACH
AGENDAITEM c7H
DATE 3--11(-0)
lD
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
DATE:
Mayor David Dermer and Members of the City Commission
Jorge M. Gonzalez, City Manager ~A
March 14,2007 0 U
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, CONSENTING TO THE ASSIGNMENT OF THE
COMMERCIAL WASTE COLLECTION AND DISPOSAL FRANCHISE OF
BROWNING FERRIS INDUSTRIES WASTE SYSTEMS OF NORTH AMERICA,
INC. TO WASTE SERVICES OF FLORIDA, INC. AND PROVIDING FOR
SERVICE ENHANCEMENTS TO THE CITY OF MIAMI BEACH.
TO:
FROM:
SUBJECT:
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
ANAL YSIS
The City currently has four franchise holders for commercial waste hauling operations within
the City of Miami Beach. One of the franchise holders Browning Ferris Industries Waste
Systems of North America, Inc., (BFI) is in the process of being acquired by another waste
hauler and has requested that their franchise be assigned to the new waste hauler.
The request of the waste hauler purchasing the BFI business, Waste Services of Florida,
Inc. (WSI) is attached and is consistent with the requirements of both the franchise
ordinance and the franchise agreement.
The assignment of the BFI Franchise to the waste hauler attempting to acquire their
business, WSI requires the written consent of the City of Miami Beach.
In reviewing the request from WSI for assignment of the BFI Franchise, the new hauler
represents a substantial corporation with both the assets and operational experience to
successfully assume the franchise license of BFI. The operational experience and size of
the corporation is briefly summarized in the attached letter from WSI.
In the City's meeting with representatives ofWSI, several concerns were advanced to WSI
which they have agreed to incorporate within the franchise agreement if approval of the BFI
assignment is accomplished.
The additional service to be provided by WSI is outlined in detail in their letter of request for
assignment and includes:
1. An upgrade of the vehicle fleet used to service the City of Miami Beach.
2. Providing the City with a number of waste containers specifically for special events
purposes to supplement the City's existing containers.
3. Providing additional roll off containers for the Neighborhood Pride Clean-up
Weekends currently undertaken in the City.
4. Participating with and contributing resources to a pilot alley clean-up program
utilizing a waste compactor rather than the current roll off containers.
The assignment of the BFI Franchise to WSI will be beneficial to our community and should
improve both the operational expertise and the assets devoted to that particular customer's
client base.
As the current franchise period will expire October 1, 2008, the City will have an opportunity
to observe the new waste hauler and their ability to serve Miami Beach before agreeing to a
longer term or five year extension of the current franchise agreement.
Approval of the assignment is recommended.
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WASTE SERVICES, INC. - Background Information and
Business Focus is Florida
WASTE SERVICES, INC. ("WSI") is a multi-regional, integrated solid
waste services company, providing collection, transfer, landfill disposal
and recycling services for commercial, industrial and residential
customers in the United States and Canada. While our focus has been
the Florida market WSI is now the 9th largest solid waste company in
North America. WSI currently has assets in excess of $790 million and
annual revenue of approximately $500 million. WSI is listed on the
NASDAQ and trades under the symbol of "WSII". The company's
website is www:wasteservicesinc.com.
We currently operate in three regions in the United States; Florida,
Arizona and Texas. In Canada, we have operations throughout
Ontario, Alberta and British Columbia. In Florida we operate as Waste
Services of Florida, Inc. ("WS of Florida, Inc.") and have 9 collection
operations (including Orlando and Tampa), 6 transfer stations and 4
landfills. These Florida operations generate approximately $250
million in annual revenue and make us the 2nd largest solid waste
company in Florida. This is an accomplishment that we are very proud
of since entering the Florida market in 2003. We currently employ
approximately 1,200 employees in the state and continue to expand
into new areas of Florida.
WS of Florida, Inc. is a corporation organized under the laws of the
State of Delaware and authorized to transact business in the State of
Florida (qualified on December 11, 2003). The document number of
this corporation is F03000006157 and a copy of the document can be
provided if desired. Additionally, WS of Florida, Inc. is a corporation
in good standing with both the States of Delaware and Florida.
The U.S. Department of Justice has given its final approval to the
transactions wherein WSI will be acquiring Allied Waste's South Florida
operations, consisting of a collection company (Browning-Ferris
Industries know as "BFI"), a transfer station that is permitted to
process 800 tons per day and a materials recovery facility providing
service in Miami - Dade County, Florida.
It is anticipated that the closing of this transaction will occur in March
of 2007. When the sale closes, BFI will cease independent operations
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and WSI will own and operate the BFI MRF and other Miami-Dade
assets and will assume virtually all of BFI's contractual services.
Browning Ferris Industries Waste Systems of North America, Inc.
currently holds a residential and commercial waste collection and
disposal franchise with the City. We are requesting that this franchise
be assigned to WS of Florida, Inc.
Waste Services of Florida, Inc is led by a management team that has
significant industry experience. Most if not all of the officers have
spent their entire careers in the solid waste industry in some capacity.
The following is a list of the current senior executives, their titles and
the past experience that they bring to the corporation.
. David Sutherland-Voest - Chairman & Chief Executive Officer
o Over 20 years industry experience
o Former SVP - Atlantic Region, Waste Management
o Former Vice Chairman, President & COO, USA Waste
. Ivan Cairns - EVP, General Counsel & Corporate Secretary
o Former SVP & General Counsel of Laidlaw International
Inc.
. Chuck Wilcox - President & Chief Operating Officer
o Over 20 years experience
o Former SVP at Waste Management
. Bill Hulligan - EVP of Operations
o Over 30 years industry experience
o Former President, Waste Management North America
. Vahe' Gabriel -Regional General Manager - South Florida
o Over 10 years industry experience
o Former SVP at WSI
o Former Area Controller at Waste Management
The address for the US corporate office is 5002 T-Rex Avenue Suite
200 Boca Raton, Florida 33431.
WS of Florida, Inc. is very proud of our past performance and
experience in all the markets that we serve. A few of our largest
residential contracts, in Florida, are provided below:
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. Hillsborough County - serving 89,794 homes
. City of Deltona - serving 32,952 homes
. Seminole County - serving 20,589 homes
. Lake County - serving 20,059 homes
WSI also provides service under major contracts in Canada the largest
two of which are:
. City of Ottawa - curbside - serving 109,322 homes
. City of Edmonton - serving 101,144 homes
Vahe' Gabriel, of WSI, and Jeanmarie Massa, of Allied, met with Robert
Middaugh and AI Zamora, of City of Miami Beach, on Thursday, March
1, 2007 to provide background information about WSI and the pending
transaction with Allied and to understand the City of Miami Beach's
concerns and areas where the services provided to the City under the
franchise agreement need to be improved.
We understand the City's concerns to be the following:
1. Age and condition of fleet used to service the City - It is our
intention to upgrade the fleet. WSI commits that within ninety
days of the effective date of the assignment the Miami Beach
rear load commercial fleet will be brought into compliance with
the Franchise Agreement by replacing or refurbishing the trucks
currently in use.
2. Desire to have rear load commercial work converted over to
front load - This makes good business sense, we plan to assess
this conversion in the first few months after the close. Should
the conversion take place, we make a similar representation
regarding compliance with the Franchise Agreement for the
commercial front load fleet servicing Miami Beach.
3. Provision of waste containers for special events - We will provide
special event waste containers (using the City's specifications).
4. Need for two (2) additional roll off containers to be provided for
Neighborhood Pride Weekends - We will work with the Sanitation
Department to provide the additional containers.
5. Participation and involvement with pilot alley programs - We will
work with the City to develop a pilot program for waste collection
in the alleys. In addition to WSI providing consulting at no cost
we agree to provide one compactor for use in the pilot program.
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As mentioned during our meeting, WSI is interested in being a long
term solid waste services provider in the State of Florida. As such we
realize and acknowledge that to achieve that objective we need to not
only make additional capital investments in the business, but plan on
being active and involved in the events and affairs of the communities
that we operate in. We are excited about being a part of the growth
and success of the City of Miami Beach.
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