FY2012-19 Electronic Transaction ProcessingCOMA)-�o
ACKNOWLEDGMENT & CONSENT TO ASSIGNMENT
Waste Connections of Alaska, Inc. ("WCI") has agreed to purchase, all or substantially
all of the assets of Alaska Pacific Environmental Services Anchorage. LLC ("Seller"), pursuant
to an Asset Purchase Agreement dated August 16, 2011 (the "Purchase Agreement") between
WCI, Seller and certain other parties, (the "Sale"). In connection with the consummation of the
Sale, WCI will acquire the assets and certain obligations of Seller, including that certain
Exclusive Service Contract for Residential and Commercial Refuse Collection and
Transportation to KIB Landfill between Kodiak Island Borough and Alaska Pacific
Environmental Service, LLC, effective 2010 as amended, by and between the undersigned and
Seller (the "Contract"). A copy of the Contract is attached as Exhibit A to this Consent.
The undersigned hereby acknowledges that WCI and Seller are contemplating the
consummation of the Sale, and consents and agrees to any direct or indirect transfer or
assignment by Seller to WCI of the Contract (the "Assignment") that has, or may be deemed to
have, occurred upon the consummation of the Sale. The undersigned hereby further agrees that
the Assignment shall not be deemed a breach of the Contract and that the Contract will remain in
full force and effect after the consummation of the Sale. This Consent shall not be effective and
the Assignment shall not be valid or binding on WCI or Seller unless and until the closing occurs
under the Purchase Agreement (the "Effective Dale").
The undersigned further consents and agrees to the assumption by WCI of all rights and
obligations of Seller under the Contract that arise on and atter the Effective Date. Any claims by
the undersigned for damages or similar liabilities submitted on or after the Effective Date will be
to WCI and not to Seller..
The undersigned acknowledges and agrees that (i), except for Amendment No. 1 dated
June 2011, the Contract has not been amended or modified and remains in full force and effect,
(ii) there is no defense, offset, claim or counterclaim by or in favor of the undersigned against
Seller under the Contract or against the obligations of Seller under the Contract, and (iii) neither
the undersigned nor, to the undersigned's knowledge, Seller, is in default in the performance or
observance of its obligations under the Contract, and the undersigned has no knowledge of any
occurrence of any event that with notice or the passage of time would result in a default by the
undersigned under the Contract.
Date: Y //& . 2012.
KODIAK ISLAND BOROUGH
By:
Name: Rick Gifford
Title: Borough Manager
Address: 710 Mill Bay Road
Kodiak, AK 99615
L\Docs\d 1010100\ACKN0W1,RDCA1F.Nr,SNDCoNSENr'roASSIGNMENI WCI.Doc
5I 19\462\1 773886 2
ATTEST:
r
Nova Javier, MMC
Borough Clerk
Seller's Representations:
LPN D e0\
Q O
'r G)
Seller represents, and has demonstrated to the Kodiak Island Borough pursuant to Section
16.01(c) of the Contract, that WCI has the operational and financial ability to satisfy Performance
Obligations as set forth in the Contract. Seller has paid the Kodiak Island Borough $1,500 in
accordance with Section 16.01(d) of the Contract to cover potential costs of reviewing and
approving the proposed transfer.
ALASKA PACIFIC ENVIRONMENTAL
SERVICES ANCHORAGE. LLC
Bv: —`
Its
WCI Representations:
Except as defined in this Consent, capitalized terms shall have the meanings defined in the
Contract.
a. Status. WCI is a corporation duly organized, validly existing and in good standing under
the laws of the State and is qualified to do business in the State.
b. Authority and Authorization. WCl has full legal right, power and authority to to
assume the Contract and satisfy its Performance Obligations. As of the Effective Date of
this Consent, the Contract will be duly assigned to WCI and constitutes a legal; valid and
binding obligation of WCI enforceable against WCI in accordance with its terms.
c. No conflicts. Neither the performance by WCI of its Performance Obligations, nor the
fulfillment by WCI of the terms and conditions of the Contract:
1. Conflicts with, violates or results in a breach of any Applicable Law:
I:\DOCS\41010100\ACKNOwt,EDGMEN'r AND CONSENT'r ro AssioNMENr WCI.DOC
51M462\17738862
2. Conflicts with. violated or results in a breach of any term or
condition of any judgment, order or decree of any Regulatory
Authority or any agreement or instrument to which WCI or any of
its Affiliates is a party or by which WCI or any of its Affiliates'
properties or assets are bound, or constitutes a default thereunder; or
3. Will result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of the properties
or assets of WCI.
d. No approvals required. No approval, authorization, license, permit, order or consent of,
or declaration, registration or filing with any governmental or administrative authority,
commission, Governing Body, agency or instrumentality, is required for the valid
assignment of the Contract to WCI, except that required under the Contract and those that
have been fully obtained from its Board of Directors or other governing body.
e. No litigation. There is no action, suit, proceeding or investigation, at law or in equity,
before or by any court or governmental authority, commission, Governing Body, agency
or instrumentality pending or, to the best of WCI's knowledge, threatened, by or against
WCI wherein an unfavorable decision, ruling or finding, in any single case or in the
aggregate, would adversely affect the performance by WCI of its obligations under the
Contract or in connection with the transactions contemplated by the Contract, or which, in
any way, would adversely affect the validity or enforceability of the Contract or any other
agreement or instrument entered into by WCI in connection with the transactions
contemplated by the Contract. or which, in any way, would adversely affect the validity or
enforceability of the Contract or any other agreement or instrument entered into by WCI
in connection with the transactions contemplated by the Contract.
There is no action, suit, proceeding or investigation, at law or in equity, before or by any
court or governmental authority, commission, board, agency or instrumentality pending or
threatened, by or against KIB by WCI.
f. Due Diligence. WCI has made an independent investigation, examination and research
satisfactory to it of the conditions and circumstances surrounding the Contract and best
and proper method of providing Contract Services (including the types of Contract
Services) and labor, equipment and materials for the volume of Contract Services to be
provided. WCI agrees that it will make no claims against KIB based on any good faith
estimates, statements or interpretations made by any officer, employee or agent of KIB
that proves to be in any respect erroneous.
g. Compliance with Applicable Law. WCI further represents and warrants that it has fully
complied with all Applicable Law, including without limitation law relating to conflicts of
interest, in the course of procuring the Contract.
I:\DOCs\410101 00\ACKNOWLFDG\-IFN1 AND CONSENT TO ASSIGNMENT WC I. DOC
5119\462V 773886 2
EXHIBIT A:
Exclusive Service Contract for Residential and Commercial Refuse Collection and
Transportation to KIB Landfill between Kodiak Island Borough and Alaska Pacific
Environmental Service, LLC, effective 2010 as amended
1:\DOCS\41010100\ACKNON'LEDG,\'IEN'I' AND CONSEN 1"I'O ASSIGNMENT WCLDOC
5119\462\1773886.2