Assignment 05/20/1997
FORM OF ASSIGNMENT
THIS ASSIGNMENT is executed as of .^VI. AY ?U/ I qq1. by and between A & J Cartage Southeast,
Inc. (the "Purchaser") , a Florida corporation, A &' J Cartage, Inc., a Wisconsin corporation
("Guarantor") and Wheelabrator Water Technologies, Inc., a Maryland corporation (the "Seller").
WITNESSETH:
WHEREAS, Seller has entered into an agreement with Monroe County, through its Board of County
Commissioners, Florida ("Customer"), appended hereto as Attachment A (the "Service Agreement"),
calling for Seller to provide certain services to Customer in Monroe County;
WHEREAS, Seller desires to assign all of its interest under the Service Agreement to Purchaser, and
Customer desires to concur in this assignment.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration
paid, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
1. Effective as of f1'1 'd V Q.D.J / <19 '7 , 1997 (the "Effective Date"), Seller transfers,
assigns and sets over unto PurcMser (i) all of the rights, title and interest held by Seller in and to <tIi"e
Service Agreement, and (ii) each and every one of the obligations of Seller under the Service Ag~mei1t:
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2.
The parties hereto agree as follows:
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(a) The copy of the Service Agreement appended hereto as Attachment A is a true, com~te and
accurate copy of the Service Agreement. The Service Agreement is in full force and effect and i~_3
unmodified by any instrument except as attached thereto.
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(b) As of the date hereof, Seller is not in default under any of the terms of $e Service Ul
Agreement.
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3. In accordance with the Service Agreement, Customer hereby consents to the assignment to
Purchaser of (i) all of the rights, title and interest held by Seller in and to the Service Agreement, and (ii)
each and every one of the obligations of Seller under the Service Agreement, with the effect that Purchaser
will, from and after the Effective Date, have, hold and enjoy any and all benefits and obligations originally
accruing to Seller under the Service Agreement.
4. (a) Seller agrees to indemnify, defend and hold harmless Purchaser and its officers, directors,
employees and agents from and against any and losses, costs, damages or expenses (including reasonable
attorneys' fees) incurred by Purchaser as a result of any breach or claim of breach of Seller's obligations
under the Service Agreement to the extent such breach or claim of breach is alleged to have occurred prior
to the Effective Date.
(b) Purchaser and Guarantor, jointly and severally, agree to indemnify, defend and hold harmless
Seller and its officers, directors, employees and agents from and against any and all losses, fmes,
penalties, costs, damages or expenses (including reasonable attorneys' fees) incurred by Seller as a result
of (i) any breach or claim of breach of Purchaser's obligations under the Service Agreement to the extent
such breach or claim of breach is alleged to have occurred on or after the Effective Date, (ii) any
occurrence, act or omission of any shareholder, director, officer, employee, consultant or agent of the
Purchaser which occurred subsequent to the date hereof, (iii) any failure by Purchaser to perform any of
the obligations of Seller under the Service Agreement, (iv) any claim alleged or f1led under any insurance
coverage or bonding made available by Seller to Purchaser or existing insurance coverages or bonding
under the Service Agreement, or (v) any injury to or death of any persons, including, without limitation
employees of Seller or Purchaser, arising from or relating to the performance of the services. This
obligation to indemnify shall survive expiration or termination of the Service Agreement by either party for
any reason.
The terms, covenants and conditions herein shall inure directly to the benefit of, and be binding upon, the
respective parties, their successors and assigns. Purchaser and Guarantor acknowledge and agree that the
indemnification obligations hereunder are subject to and secured by the terms of the Purchase Agreement
dated April 1, 1997, by and between the Purchaser and Seller.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates stated below:
Date: A (' ^-^ J2 ~ \ (4. ~.. 1---
WHEELABRATOR WATER
TECHNOLOGIES INC.
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By: .4/~hfJJa ~
Mark A. Weidman
Its: Vice President
Date: \"/\,,, 'i \, \ ~9l
Its:
A&JC
By:
By: James Jalovec
Its: President
Date: .3/ ~o/~ 7
Its:
SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
-ArSCA~ ~fM>(, "::t:rVc; ,
,
warrants that he/it has not employed,
retained or otherwise had act on his/its behalf any former County officer
or employee in violation of Section 2 of Ordinance No. 10-1990 or any
County officer or employee in violation of Section 3 of Ordinance No.
10-1990. For breach or violation of this provision the County may, in
its discretion, terminate this contract without liability and may also,
in its discretion, deduct from the contract or purchase price, or
otherwise recover, the full amount of any
STATE OF
k} I S(Y,otU.5;Ai
rn I /..; u.J.4I1/Lt.c
Date:
gift, or considerati9~ paid to the former
-A-.r:r CPtCl ~~ E ,2)oif{ tNT.
COUNTY OF
Subscribed and sworn to (or affirmed) before
me on ~(1) ~g I /11"7
-:f~J1f55 ,a c ~ALDUt:;~ I ~e5.
J
(date) by
(name of affiant).
He/She is personally known to me or has produced
as identification.
(type of identification)
I..
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. N PUBLIC -
MCPit4 REV. 2/92
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN mE PRESENCE OF A NOTARY PUBLIC OR OTHER
OFFICIAL AUfHORIZED TO ADMINISTER OAms.
1. This sworn statement is submitted to
by .crM165 {l.., :.:r~& if~
(print individual's name and title]
[print name of the public entity]
for
JJ+:S
CNe"rAa.E" .:b<rrH~(, ~
(print name of entity submitting sworn statement]
whose business address is
and (if applicable) its Federal Employer Identification Number (FEIN) is
(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
statement:
.)
2. I understand that a "public entity crime" as defined in Paragraph 287.133(I)(g), Florida Statutes. means a
violation of any state or federal law by a person with respect to and directly related to the transaction of business
with any public entity or with an agency or political subdivision of any other state or of the Unted States, including,
but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or
political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery,
collusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that"convicted" or "conviction" as defined in Paragraph 287.133(I)(b), Florida Statutes, means a
finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or
state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result
of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
4. I underst2nd that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
1. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and who has
been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners,
shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership
by one person of shares constituting a controlling interest in another person, or pooling of equipment or income
among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that
one person controls another person. A person who knowingly enters into a joint venture with a person who has
been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate.
s. I understand that a "person" as defmed in Paragraph 287.133(I)(e), Florida Statutes, means any natural person
or entity organized under the laws of any state or of the United States with the legal power to enter into a binding
contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity,
or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those
officers, directors, executives, partners, shareholders, employees, members, and agents who are active in
management of an entity.
6. Based on information and belief, the statement which I have marked below is true in relation to the entity
submitting this sworn statement. [Indicate which statement applies.]
_ Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of
the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
_ The entity submitting this sworn statement, nor any of its officers, directors, exectutives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, nor an affiliate of
the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
_ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of
the entity has been charged with and convicted of a public entity crime subsequent to July 1,1989. However, there
has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative
Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to
place the entity submitting this sworn statement on the convicted vendor list. [attach a copy ofthe final order]
I UNDERSTAND THATTHE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC
ENTITY IDENTIFIED ONP ARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONL Y AND, THATTms
FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WInCH IT IS FILED. I ALSO
UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A
CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED INSEC110N287.017, FLORIDASTA11JTES
FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN TIllS FORM.
Sworn to and subscribed before me this %
~A-w:o
~d~
_~;Le3
day of
personallYknown~ A. ::r~lku
OR Produced identification
No ublic - State of
My Commission expires rf2/~
I
(Type of identification)
(printed typed or stamped
commissioned name of notary public)
Form PUR 7068 (Rev. 06/11/92)
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
AcW Cq"~~,, 5~4H~'<St, Inc.
(Name of smess)
I. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that
will be taken against employees for violations of such prohibition
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining
a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs,
and the penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a
copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the
commodities or contractual services that are under bid, the employee will abide by the terms of the
statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any
violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any
state, for a violation occurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation
program ifsuch..is available in the employee's community, or any employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this
section. .
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
Date
.
OMB - MCP#5
NON-COLLUSION AFFIDAVIT
---(A~S ft.X^J _I f:ft f>ees A+-~ cARfMii ::!>O(t!~r/.::tWd-
I, --J.f""f' -- ~ )' of the City
of (LE:~1lS~ Fl.p,. . according to law on my oath, and under
penalty of perjury, depose and say that;
1) I am Pt2.t~tl:::~A~'1 of
Proposal for the project described as follows:
, the bidder making the
2) The prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting competition, as
to any matter relating to such prices with any other bidder or with any competitor;
3) Unless otherwise required by law, the prices which have been quoted in this bid
have not been knowingly disclosed by the bidder and will not knowingly be disclosed by
the bidder prior to bid opening, directly or indirectly, to any other bidder or to any
competitor; and
4) No attempt has been made or will be made by the bidder to induce any other
person, partnership or corporation to submit, or not to submit, a bid for the purpose of
restricting competition;
5) The statements contained in this affidavit are true and correct, and made with
full knowledge1hat Monroe County relies upon the truth of the statements contained in
this affidavit if! awarding contracts for said ojec
STATE OF j tJ\ SCd~flU
-
COUNTYOF ~/V'\~\.t..tc
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
~\,~ {J. ,SAc..ol.,~ I f12Es. who, after first being sworn by me, (name of
individual signing) affixed hislher signature in the space provided above on this
.~
day of (tptJ.'d ~ ,19U.
J -- "t · : /t, . _ '.....a...
IC ~ ~ . My commission eXPire~~t~
OMB - MCP FORM #1