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HomeMy WebLinkAboutC03-152 Allied Waste Transportation, Inc. dba Browning Ferris Industries of North America and Waste Management of Colorado, Inc. • ASSIGNMENT AND ASSUMPTION OF CONTRACT THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT (this "Assignment") is made this f~day o , 2003, between Allied Waste Transportation, Inc., a Delaware corporation d/b/a Bro 'ng Ferris Industries of North America, Inc. ("Assignor"), and Waste Management of Colorado, Inc. ("Assignee"). RECITALS A. Assignor is a party to that certain Agreement for Recycling Services dated January 1, 2002 (the "Contract") by and between Assignor and the County of Eagle, Colorado ("Customer") whereby Assignor provides waste collection, transportation and/or disposal services for Customer (the "Services"). B. Assignor desires to assign the Contract to Assignee in accordance with the terms and conditions set forth below. TERMS AND CONDITIONS IN CONSIDERATION of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. Effective as of the closing (the "Closing") of the purchase by Assignee or its affiliates of the operations referred to as "Western Slope Collection and Transfer Station" as contemplated by that certain Asset Purchase Agreement by and among Assignor, Assignee and certain of their respective affiliates (the "Purchase Agreement"), Assignor hereby assigns to Assignee all of Assignor's rights, title and interests in, to and under the Contract. Effective as of Closing, Assignee hereby agrees to perform all of Assignor's obligations under the Contract to the extent, and only to the extent, such obligations first accrue and are required to be performed subsequent to the completion of the Closing (provided that such obligations did not arise as a result of a breach by Assignor of the Contract on or prior to the Closing or a breach of Assignor's or its affiliates' representations, warranties, covenants and agreements under the Purchase Agreement). Except as set forth in the preceding sentence, Assignee is not assuming or agreeing to perform any obligations or liabilities under the Contract. Z. The terms of this Assignment shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives and successors and assigns. 3. This Assignment may be executed in any number of counterparts which, collectively, shall constitute one and the same instrument. Facsimile signatures shall be effective as original signatures with regard to this Assignment. Each party represents to the other that the execution and delivery of this Assignment by such party have been properly authorized and that all signatures hereon are genuine. 1409547.3/11379.752 4. Notwithstanding anything herein to the contrary, in the event that the purchase transaction referenced in paragraph 1 above fails to close, this Assignment shall be of no force and effect. [SIGNATURES ARE ON THE FOLLOWING PAGE] -2- 1409547.3/11379.752 r • • IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date and year first written above. ASSIGNOR: Allied Waste Transportation, Inc. By: Its: 1. ASSIGNEE: CONSENT OF CUSTOMER Customer hereby consents to this Assignment on the express condition that Assignee shall perform all of Assignor's obligations according to the terms, conditions and covenants contained in the Contract. Customer is willing to accept such Assignment upon Assignor's guarantee of Assignee's performance of the Contract. This consent to Assignment shall not release or discharge the Assignor from any duty or responsibility under the Contract. County of Ea~l~g, Colorado By:!/~`~ Its: ~.~ae ~,n- Date:~y ~ L ~ `~ , 2003 -3- 1409547.3/11379.752 Waste Management of Colorado, Inc.