CCR2000077COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION #77-2000
APPROVAL OF ASSIGNMENT AND
ASSUMPTION OF CONTRACT BETWEEN
TOWN & COUNTRY WASTE SERVICE (BFI) AND
THE CITY OF MUSKEG0
BE IT RESOLVED That the Common Council of the City of Muskego, upon the
recommendation of the Finance Committee, does hereby approve the attached
Assignment and Assumption of Contract between Town & Country Waste Service
(known as BFI) and the City of Muskego.
BE IT FURTHER RESOLVED That the Mayor is authorized to execute the Assignment
on behalf of the City subject to approval of the City Attorney and following execution by
the Assignor, Town & Country Waste Services, Inc. (known as BFI) and the Assignee,
Superior Services of Wisconsin, Inc.
DATED THIS 11 th DAY OF ADril , 2000.
SPONSORED BY:
FINANCE COMMITTEE
Ald. Mark Slocomb
Ald. David Sanders
Ald. Nancy Salentine
This is to certify that this is a true and accurate copy of Resolution #77-2000 which was
adopted by the Common Council of the City of Muskego.
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Assignment and Assumption of Contract
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This Assignment and Assumption of Contract (“Assignment”) is made for
this day of ,2000 between Town & Country Waste Service
(known as BFI) (“Assignor”) and the City of Muskego, (“Assignee”).
Recitals
A. Assignor provides services under that certain contract dated; November 3,
1993 (the “Contract”) by and between Assignor and City of Muskego
(“Customer”) whereby Assignor provides waste removal/disposal services
for the Customer (the “Services”).
B. Assignor desires to assign to Assignee all of Assignor’s rights and
obligations under Contract.
In consideration of the foregoing, and for other good and valuable consideration,
the receipt of sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
1, Effective as of the Closing Date: April 15,2000, of the transactions
contemplated by that certain Purchase Agreement between the Assignor and
Assignee (the “Purchase Agreement”), Assignor hereby assigns to Assignee
all of Assignor’s right, title and interest in, to and under the Contract.
2. Assignee shall defend, indemnify and hold harmless Assignor for, from and
against any and all claims, demands, and liabilities arising under the Contract
from and after the Effective Date because of Assignee’s failure to perform or
otherwise comply with all of the terms, covenants and agreements of the
Contract arising or occurring upon or after the Effective Date. Assignor shall
defend, indemnify, and hold harmless Assignee for, from and against any
and all claims, demands, and liabilities under the Contract arising or
occurring prior to the Effective Date because of Assignor’s failure to perform
or otherwise comply with all of the terms, covenants and agreements of the
Contract.
3. 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.
4. This Assignment shall be governed and construed in accordance with the
laws of the state in which the services are performed.
“Asslgnrnent & Asrumplion ofcontract”
Continued
Page 2 of 2
5. This Agreement 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
Agreement. Each party represents to the other that execution and delivery
hereof has been properly authorized and that all signatures hereon are
genuine.
6. Notwithstanding anything herein to the contrary, in the event that the
transactions contemplated by the Purchase Agreement fail to Close, this
Assignment shall be no force and effect.
In Witness whereof, Assignor and Assignee have executed this Assignment as of
the date and year first above written.
Assignor:
Town & Country Waste Service, Inc.
( known as BFI ) * By: Ronald B. Gabbard
Title: General Manager
Assignee:
Superior Services of Wisconsin, Inc.
By:
Title:
Consent of Customer:
Date
Date
( Customer hereby consents to this Assignment)
By: Date
Title: