The URL can be used to link to this page

Item C13BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: Ianuary 28, 2009 Division: Public Works Bulk Item: Yes X No Department: Solid Waste Murat. Staff Contact Person/Phone No.: Beth Leto/2924560 AGENDA ITEM WORDING: Approval of Amendment to Franchise Agreement with Waste Management, Inc. of Florida, permitting the Franchisee to collect regular vegetative waste at the same time that residential solid waste is collected. ITEM BACKGROUND: The current solid waste franchise agreements require the franchisees to collect residential solid waste twice per week and regular yard waste once per week on a separate day. In 2006, the Franchisee requested that yard waste and residential solid waste be collected together in their franchise area between Stock Island and the South end of the Seven Mile Bridge. The change has allowed residents to receive two yard -waste collections each week, has eliminated a day when trucks are in neighborhoods, and there is less wear and tear on roadways. PREVIOUS RELEVANT BOCC ACTION: At the BOCC meeting held on April 19, 2006, the change of combining and collecting garbage pickup with yard waste was reported to the ROCC during the Public Works Staff Report. CONTRACT/AGREEMENT CHANGES: Amend various definitions and sections in the Solid Waste and Recycling Collection Franchise Agreement ratifying in writing the approval to combine and collect residential solid waste with regular yard waste. STAFF RECOMMENDATIONS: Approval. TOTAL COST: n/a BUDGETED: Yes No COST TO COUNTY: saute SOURCE OF FUNDS: REVENUE PRODUCING: Yes _ o X_ AMOUNT PER MONTH Year APPROVED BY: County Atty. A4"O urchasing — Disk Management DOCUMENTATION: lnclud V . Not Required DISPOSITION: AGENDA ITEM # 04/19/2006 2006/91 personnel in all related date bases related to Alchemy software, in order to make data bases communicate with each other. Agreement between Monroe County and Advanced Data Solutions, Inc., Contract No. 101-555-2567A, for IT consulting, support and service of County's IT related platforms and hardware. Motion carried unanimously. COUNTY ATCORNIEY Suzanne Hatton, County Attorney addressed the Board. After discussion, motion was made by Commissioner Neugent and seconded by Commissioner SpeJhar granting approval and authorizing execution of a Standard Legal Services Agreement between Monroe County and Michael Casey, Esq. of the firm of Epstein, Becker & Green, P.A., in the amount of $75,000 to advise the County Administrator on employment issues, employment investigation, and pemrmel issues which have a potential for litigation and in which the County Adtmnistrator has been advised by the County Attorney that the County Attorney has a conflict. Motion carried unanimously. Motion was made by Commissioner Neugent and seconded by Commissioner Rice granting approval and authorizing execution of a Professional Services Proposal between Monroe County and the Municipal Code Corporation, to provide a revised and consistent Monroe County Code in new volumes Motion carried unanimously. Motion was made by Conunissio= Neugent and seconded by Commissioner Spehar granting approval to advertise a Public Hearing to consider adoption of an Ordinance amending Section 2-299(G)(4) and 2-299(G)(5) of the Monroe County Code concerning the Tourist Development Council to specify the southern boundary of District 4 and revise the boundary between District IV and District V; providing for scverability; providing for the repeal of all Ordinances inconsistent herewith; providing for incorporation into the Monroe County Code of Ordinances; and providing an effective date. Motion carried unanimously. STAFF REPORTS Works - Public Works Director, Dent Pierce reported on a proposal from Waste Management concerning a change in their franchise area between Stock Island and the South end of the Seven Mile Bridge which will consist of combining garbage pickup with yard waste. Waste Management will be notifying the residents of these changes. Ea ' n - County Engineer, Dave Koppel reported on the status of the Big Coppitt Park contract that was approved today by the Board; the South Florida Water Management District provided Monroe County with $200,00 for storm water management on County roads; permits wilt be issued very soon by the Army Corps of Engineers for the Big Pine Key Park; and, � f r I i., , 2L0006 WIM W"M MIWAGPMEw . February 27, 2006 Mr. Dent Pierce Monroe County Public Works Director 1100 Simonton Street Key West, FL 33040 Dear Dent, WASTE MANAGEMENT 2700 N.W. 4x,h Streei Pompano B-,h, FL 13ti7i Co /Oft)i4- Co'AIr Waste Management Inc. of Florida is requesting Monroe County grant a change to the Solid Waste and Recycling Collection Franchise Agreement for our franchise area. The change we are seeking in our franchise area is to allow the mixing of yard waste and garbage. The agreement presently states the yard waste and garbage must be separated. We are proposing to collect the yard waste and garbage together. This will be a benefit to both the County and Waste Management. By granting this change the residents will get two -yard waste collections each week and eliminate a day when trucks would be in the neighborhood. This change would amount to an enhancement in service to the residents. We also plan to use smaller trucks, which should result in less wear and tear on the neighborhood roadways. We will pledge that the waste from our franchise area goes to a Waste to Energy Plant as long as the State law prohibits yard waste in a landfill. We feel this is a win -win situation for all parties and hope the County will look favorably upon our request. I would like to set up a meeting in the near future to answer any questions you might have regarding this request. Thank you for your time and consideration in this matter. Respectfully yours, ?hn. Albert ,,.Manager of Government Affairs Waste Management Inc. of Florida 3n/ct From everyday collection to environmental protection, Think Green' Think Waste Management. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Waste Management, Inc. Contract # of Florida Effective Date: Expiration Date: Contract Pu ose/Descii tion: Amend Solid Waste and Recycling Collection Franchise Agreement to allow Franchisee to collect solid waste and regular yard waste together Contract Manager: Beth Leto 4560 Public Works - #1 (Name) (Ext.) (Department/Stop #) I!7-Y1 9 ill 3/x>n9 for BOCC meeting on Agenda Deadline: CONTRACT COSTS Total Dollar Value of Contract: n/a Current Year Portion: n/a Budgeted? Yes❑ No ❑ Account Codes: Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $_ n/a /yr. For: (Not included in dollar value above) (e.g., maiiii nano CONTRACT REVIEW Changes Date Out Division Director Date In Needed (� Reviewer 1A14,51 Ye,[--] N.Rr Risk Management 7�Yes❑ N r� �� t� Tj 0.M.B./Purcha�tng rr-zs-0�'Yes❑No (� 5 Countv Attorney ��°/6 Yes❑ N0�4 2 6 Comments: �~ AMENDMIENT TO FRANCHISE AGREEMENT (Solid Waste and Recycling Collection) This Amendment to Franchise Agreement is trade and entered into this day of 200 , between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, hereafter "Franchisor," and WASTE MANAGEMENT, INC. OF FLORIDA, hereafter "Franchisee," in order to amend the Franchise Agreement between the parties dated May 19, 2004, as amended on August 17, 2005, (copies of which are incorporated hereto by reference). WHEREAS, the parties have determined that it is to their mutual benefit and interest to amend the Franchise Agreement to permit the Franchisee to collect Regular Vegetative Waste at same time that Residential Solid Waste is collected; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Section 2.M. is hereby amended to read as follows: "M, Containerized Residential Solid Waste Collection Service shall mean solid waste collection service of all Dwelling Units whose Garbage, Rubbish, Bulk Trash or Vegetative Waste is collected by means of a central or shared Container and not by means of a Garbage Receptacle. Vegetative Waste may be commingled with Garbage, but not with Rubbish or Bulls Trash.,, 2. Section 2.11. is hereby amended to read as follows: "II. Residential Solid Waste shall mean Garbage, Rubbish, Bulk Trash and Vegetative Waste resulting from the normal housekeeping activities of a Dwelling Unit. Vegetative Waste may be commingled with Garbage, but not with Rubbish or Bulls Trash." 3. Section 2.RR. is hereby amended to read as follows: "RR Vegetative Waste — Regular shall mean any vegetative matter generated from the yard and landscaping maintenance of the property of a Dwelling Unit and shall include materials such as tree and shrub trimmings, grass clippings, palm fronds, small tree branches and other matter usually produced as refuse in the care of lawns, landscaping and yards which shall not exceed four (4) feet in length and/or 4" in diameter. Such waste shall be tied in bundles or placed in containers which are susceptible to normal loading and collection as other Residential Solid Waste. If containers are used, they shall meet or exceed the Franchisor specification for such containers. No bundle or filled container shall exceed fifty (50) pounds in weight. Regular Vegetative Waste may be commingled with Garbage, but not with Rubbish or Bulk Trash. 4. Section 4(A)(1) is hereby amended to read as follows: "(l) Conditions and Frequency of Service. All curbside Residential Solid Waste and Regular Vegetative Waste shall be properly containerized in Garbage Receptacles or otherwise prepared for collection. Regular 3 of 2 Vegetative Waste does not need to be separated from Residential Solid Waste. No filled receptacle or bundle shall exceed fifty (50) pounds in weight. (Regular vegetative waste will be as defined in Section 2.RR). Curbside Residential Solid Waste and Regular Vegetative Waste Collection Service, except for permitted holidays, shall be provided twice per week with not less than forty-eight (48) hours or more than seventy- two (72) fours between regularly scheduled pick-up days. Oversize vegetative waste and bulk trash as defined in Section 2.SS. and 2.C. of the Collection Agreement shall be picked -up by the Franchisee within seven (7) calendar days of the notification by the resident of the Dwelling Unit. Oversize vegetative waste and bulk trash must he placed at the usual accessible pick-up location." 5. Section 15 is hereby amended to read as follows: "15. VEGETATIVE WASTE: The Franchisee will collect Regular Vegetative Waste when collecting Residential Solid Waste in accordance with section 4(A)(1). Vegetative Waste shall, however, be collected separately from Commercial Solid Waste and Recyclable Materials. All tree and shrub trimmings, grass clippings, palm fronds and all tree branches or other similar loose waste shall be tied in bundles or placed in containers. Oversize Vegetative Waste must be no more than six (6) feet in length and placed neatly at the curb." 6. Section 19(A)(3)(d) is hereby amended to read as follows: "d. Commingling Solid Waste with Recyclable Materials, C&D Materials or other waste material: $ 100.00 per incident" 7. In all other respects, the original agreement between the parties dated May 19, 2004, as amended on August 17, 2005, remains in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their bands and seal, the day and year first written above. (Sea]) Attest: DANNY L. KOLHAGE, CLERK By Deputy Clerk BOARD OF COUNTY COMMISIONERS OF MONROE COUNTY, FLORIDA By: Mayor/Chairman WASTE MANAGEMENT, INC. OF FLORIDA By: Presimm or person 'th Authority to sign IfCunv ... ��."��..r..+.. 2of2 ASSISTANT C(S STY AT (bRNEY l� Z,/dam Date i TIBS FIRST AWMNDMENT is am red into this day of 2005, by and between Mooroe County, a political subdivision of'the State of cr"Ahtn sad Waste Maw Inc. of Fkdda, a Florida cogxx*ian, ("Opaxfte). VAMMEAS, an Map 19, 2004, the parties esraere I into that owtsin SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AST BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY AND WASTE MANAGEMENT INC. OF FLORIDA (the "Agreement") for the collection and mamgenremt of solid waste and r cydabla; and WfiEREAS, the parties have determined that it is to dw* mutual bemofirt and interest that the tam of the Agreement be modified; NOW, THEREFORE, in 000dderstina of the mhat iai ptnmim and covenants net lnrth herein and for other good and valuable considerstion. the receipt and. s 0micy of wbk h is hereby acknowledged. the parties agree as follows: All capitalized tams shall have the meanings given them in the Agreement unless specifically noted or the context ofusage requires otherwise. Section 6B is modified as fvilv%vs: B. Solid Waste and Recycling Collection Rate Adjustments: For all Collection servic ew the dhargos shall be initially based on the rates eahblisb d in Exhibit M and as mA*equemiy adjusted pumsiuma to this Agreement, The Franchisee shall receive an asmal adjustment in the Resid"d Solid Waste Collection Service, CommieffeW Recycling Collection Saviice, Comrmwcial Solid waste Cdtecaon Servux and Rendemai Recycling Codecti m Service ratan. The a*stment shall be made to the combined category of Residential Solid waste Collection Service aid to Residential Recycling Colkctiom Service and, separately to the oomb;me l arty of Cvnunacial Solid waste Collection Savk* and Commarial Recychng Collection Swvic a At the end ofthe first year ofthis Agreement the adjustment m4ft be made in accordance with the peccentage change in the Com mer Price Index for all urban ounsutn rs (CM for the moat recent 12 months available. If the Franchisor shall dete a need for same and upon 120 days' written notice by the Franchis x the year following the Franchisee's fiscal year hereby defined as h omry I tkaugh Decor 31. the Fmwbiwc shall deliver to the Ft mddw. in a format shown m Exhibit TV, (as may be slather revised by the Cuotract Adminaba w from time to time), a compiled Finanpal Statementt inchdmg at a minin nim a balance sheet and an Incomhe Statement repr+m nw% the financial position and the results of I"AW=d Sand Wmdo t RwA* opeaEt bons respectively of the Franchisee in Desch Service Area. 'she report will be prepared by_a Florida Garotted Public Accountant, who has coaduated a aompilatiou of the Franchisee's books and records is accordance with generally accepted accounting The Franchisor and Franchisee uadaruand and agree that time is of the easeace regarding veees$ of the compiled financial statement. Therefore, if the franchisee fails to pmvide the Franchisor with the fillan W statement on or prior to the date prescribed herein, the Franchisee shall pay the Franchisor the Burn of one hundred dollars ($100.00) per day floc each calendar day the anal is later MI No rate adjustm=s of any type will be Ip - ' eel to the Ffanchisee unless allrequh financial statemeats_have been filed in a timely manner. 3. Sec, 27 is muddled as follawvs: The FrawJwm shall maintain widen Monroe County adaptate records ofNi Slid waste collection and recycling services. The Franchisor or its designee shah have the right to review all moods maintained by the Franchisee upon 24 horn written notice. If the Franchisor shall determine a need fbr same and upon 120 days' written notice by the Franchisor in the year f Abwmg the Fra nckoee's fysW year, hereby defined as January 1 through December 31 financial its will be prepared by a Florida independent colified public aecauntirrg firm F epw o in accordance with generally accepted accounting principles, pertaining only to etch individual CvRectiaa Agreement and Service Aran, shall be deliva ed to the Franchisor no hear than April 30 of the year Mowing the Franchisee's fiscal year, hereby defined as Jamuury 1 through Deoernber 31. to he gentian 21, No race adyustssetsta of any type will be granted to the Fra+ncd m unless all required financial statemeasjlave been filed is a timely msu w. Franchisee SW maintain all books, r000nds and documents directly pauumt to pafarmaaoe under this Agreemal in accordance with generally socepted accoumting pe;mciOn COMA to * applied. Each party to this Agreement or their adhorked represcntativcs shall have rawonable aid timely aaxss to such records of each other party to this Agreement for public records purposes during the term of the Agrees and for four years following the bminatlan afthis Agreement. 4. Exhibit IV, page 1, is modified as inflows: - n • ,_ iv C4,-- to r 7 ,- 3 tR Cl 1` Amaaid Sand Wage & Rwycft EXMIT IV FINANCIAL REPORTING FORMAT Fnwdusee ehali wrbmit to the Franchum a compdod opaatiog cost stag prepared in accordance with generally accepted womm rug standards. The Franchisee shall discbsa as part of tiro Statement of boom cad Expanse all mdhods of afl0ca mms used to dish route oasts between commmW and made" apardiam. The dodomm shah be in narrative form and wch►de the basis for the a1l0clti0n Method. The Franchisee shad provide a demcriptioo of the cgmmas classified as Odw OPOMM Carta and Other (intend and AdrnMWMtKHL Any allocations made wiH need to be disclosed in a narrative foamat, abng with the basis for those dkxsti =. Additionally, it is tmdemtood that each Franchisee sha11 u W= the wmW bassi of mcmmtmg Son income aed atpmses. Attached is the required farm id for financial statsmo t reporting is avcordow with this Ftaachise Agmemom S. Except as provided in this Fast Ameodmant, in ali other m qmu the terms and conditions of the May 14, 20d4 Agreenrmt remain in fug iheoe and effect. IN WITNESS WHEREOF, the parties hereto bsve set their hands and seats the fast above written HOARD OF COUNTY COMMISSIONERS OF MONROII COVNNTyY,, FLOMA �. • . L: KOLIiACH?, CLERK ///• �� ' t By; Clem �_ � _ oS 11+b►]ror/Cbatt'Person (SEAL) ATTEST: By: I-Ammd3ubdWmk&Rbqcft MONROE COUNTY ATKMNEY AP OVEN AS TO $UZANNE A. NUT N ASSISTANFSiQyMTY RNEY Otte,�J Solid Waste and Recycling Coll ectiOa Franchise Agreement Between The Board of C Mmty Commied—era of Monroe County and Waste Management of Florida, Inc. TABLE OF CONTENTS bw 1. TERM: I 2: DEFDQTK .- I 3- SERVIM MOVIDWBYI+AA11L49SEE:..._._...._............... ....__....._...»».__.__............. ...___ A- ExcbmimFn dimGmpfid.-------•.......................... ...-....--------_...._...---...»...__.___...».......... ... __...-- ...... --- .......... -8 A. Aoepmabft For Smvioe Mk6 sod Calloc".......------•--..._....._.......... .................... ._.....----..............................- a C. Faevooy Swris Frwiias ---- - ------ ................ a D. Sa wimko3akcandCo wyAaarils................. ............... ...... - ..... •................................9 t SOM WAM COLIE(.'" SERVICES: __ 9 A. Carbaida Amw=W Solid Wapa. Vcgamm Wash, and Bat liar Cobcbm Sesrieoa.................................... 9 (1) Coadil=andFmgmwyofSavim--...-........................... ------------- ............................ _-................ ........9 (2) Ammlibiity-... .... ...................... _.._-_»__................................ _»--..............._--- -------------- .............. a Cssaiaint RsrtdmW SOAK Wage CoADCOM Ssvim......... _ (1) Caadida mdFm*w"afswwoc.._...-_.........»..__......... ...... _.............. .. ------------ .- ..............k1 C. Cammociai Solid Wale Caintim Savioe........................................ -.._ - ._....................».. --...................I"I I (1) Ca+dilMmdFpopmlcyofSavioe--..-................ ...........................-._...---................---................_..............lE (2) udboddCaledka.................. ............ ................. ................. _..._._-- -- ............. ---..... -- -.12 (3) LavelTypemadDucla mofRaleaAarCmmwodCobm*mmdOdwSarvi=......... __».................. ..... _12 D. FloaeaafCaAeelir ._-_.._,._._.......... .................. ............... ........ -_-------_..._ 1? RarleaardScisdMkc.--......._.............--...........-......--.......---- ............. --- - ........ ......... --- - -...13 S RHCYCLIM COLLFACTIM SERVAL: tj A. cob" Rmdemialawyelkacoaccdom&WM.._......._,-................ ......................._.__.._..........................--..__.....».....14 (1) CmdWMWdFraprmeyd8avioe:......... _...... ... ._.............. .----......... _.....---.-._.............. 14 (2) AoondfrbCarLrdvRayrJilaCcismoa.__.-_.._.___ ___.........._........................ B. CamlowraedRmideruYRayclingCaRecftSovira......._...............................__...........-......................-............... - --.14 (1) CardwomasdliegocyafSeviw.......... .. ......._._._..... _.........._.................. .............. .......... ... 14 (2) AcmrlmilkyaadSdmd:defmC @bbwimdAai&MWReoydiaCaRacme.............. ........ .__...........»....-..IS C. CommnewRoc7cftCouctimsatviw..... ................ »... —.._.............. ..........-........... ..... (1) CaaditimmdFmipwgdSwvioa.._....._..__.._.... .- .... _.....----......... ..... (2) LOOK h w and Die bme of Rwa for Cae ommi RmyeligCaleat = "d Olbv &nmmL....-_---...._..- 16 (3) Ow-d*........ _.......__..._.............--..-------_.,..»...____........_..._-----19 D. Aledrodafl'oyrerak................._...-------------................ ......-----.-.-.....---......---............. _.._......_............... ............. -.......17 F. 111M ofCaBeaios ...... -- .. ... - ........ - ..... - ......... -• ............ .... .._.......................................... _................17 F. Row:s asd Sriedntu.._............_.-_-.......-..._ ...................._........._-........-.............._..._-._...-..............................._f6 O. Rgftm am of Rwidl s Call &m Sw ft0daudd Dw ilim UmiY---.............. ........ -.._.._.......... .................... _»....._.li RMmawofCollectioo: ............. ............................................................................................................................-......._.....1a 1. 6daaer:nl ftcyAim Fae+7rtv:.............. ..... .............. ............... ............ _....»------------- ................. ----------------- ........_............_.._ It i i. 6. 7. L 9. 10. 11. ti 13. 14. 15. K IT It 19, 2& 21 22- 23 24. J. Chmp in SoW ofR=yd* Co&mfiw &Wl'=: . ................... ................ Al CHARGES. RATES AND LEVEL OF SERVICES: 15 A. ONWkhm of FwKbisw for Odks& Cblkdk,.q WW P"ammU ... ....... .... ......... 19 (1) "'P=ffk R-p0N9bK—;- .- -- -------- .............. -L ................. .. ..... ...... .. . ......... 19 (2) kJam Urniftd From AmmW Rak: ........... III . .. ..... 21) B. SWW Wass and Req .wcl" Cdkcgm kW A*wMncW . ...... .......... .................... .20 C. SWid Waft D*mO wW Racychng Pmeenn CovW ...... ........ - ------- L - .... ........ .... D fmftxdi=y Rito A*Ughnmr ........... ........... ..... ............... ......... . ..... ......... ZZ F FmrA*iise Fee:'.'L.'L'... ....... ........... .... .... . ... -22 HOLIDAYS: 11 A. SaV'= Fee ....... ...... .......... ............ SPECIALSERMES! 23 PUBLIC AWARENESS PROGRAM:-.....' 21 MANNER OF COLLECTION - PERSONNEL OF THE FRANCHISEE: IA SPILLAGE: 24 SOLID WASTE AND RECYCL04G FAC[LrnES. --2A COLLECTION EQUIPMENT- VEGETATfVE WASTE: SPECIAL WASTE, HA7ARDOUS WASTE, BK)"AZARDDIJS OR BIOMEDICAL WASTE AND SLUDGE: OFFICE; COMPLAINTS: -- QUALITY OF SERVICE - FILING OF REQUESTED INFORMATION AND DOCLTMFMTS! UNCONTRO"BLE CIRCUMSTANCES_..-... - ...... .... ........ . ............ ................. . PERMS AND LICEMES . ........ -- - - ............... .. ...... .... ............. 11.1 ............. -30 PERFORMANUE BONA:.--_ .... .......... ........ . . ...... .. .................. . ....... ..... ---- --- ...... ........ .. . ...30 WORKFA'S COMPENSATION INSURANCE: .... ......... ........... - ........ ...... '34 iii 2s. a o 29. X m n 32. 33. 34. 35. a n 33. = 40. m a m � m 46. 47 43 49 so w n uABIuTY INuowwnY. --.---.... -_---�--__--�-'---�'-�-� ' ---. ...... ----.............. -.zz ACCESS ,o,mvNCumEFBOOKS AND wnzOR**-------.-.......... --...... -''-- ... ....... ..... _-o mKFmCONTAtTf._............. ..... -------- .... ............ _� mnnmm........... ---_.................. ----........... ............. _-......... ........................ --- ...... ..... ...... -................ _� DEFAULT ", CONTRACT ............. -__--.-'............ -_-------- --............. _..... o MODIFICATIONS ro^GmEMmNT DUE nn,ommrWn=^uuomCHANGE wmW................ ---_----'_-3` mvorroxmwmu,w,umu^NCa-_-_................. .......... '....... .-....... ozoE`nWASTE: --........ -..................... -----_-.......... ----------- ...............vv CXmERNomLAW AND VENUE: --............. ------- ......... ------ ....... ............................... '................ _'r omMPLm"CEnmn.......... -------- 37 SEVumMuo` `-'-......... ......... '_'.............. -'-......... ..... . ''---........ .... ........... -............... _37 ASmmuwMrmND SUBLETTING: ............ ---_----_.... ... ' ...... '..... ------- n AMXXFFCATIONS: -_��.. ��._ INDEPENDENCE mr^m,FamEW.,--. ----.......... '_-_-_'----- - wvwICwmurmn°nm^romaCOVERED n,corm^cc--.............. -....... .... -- OTHER RATE ..... ... -.............. _............. __....... e^wnwnOft mmn^GnsswawTS.--_-_.......... ..... .............. ... .... ........ -........ .... _-------- ---'--'__w ^nnmwovnFEES AND mumm........ -----...... --.......... _--........ .......... ------'-' 39 ommwosFFuo`'-'--....... ......... ... _-'-- -_---..... ----------'-'-19 ^vn«mnY.`-........ .......... --- -...... -_....... --------- --------------- ----- -_----------- - 39 CLAM mwFEDERAL oxSTATE AID ......... -------_-'....... -........ ---- ....... -...... 39 *DJvM^vIONo,DISPUTES uwDISAGREEMENTS: ....... ---'-..... ......... -'40 "DiS_RIMINATM ..... ... . .....�� om,ERmxN`---.-----'-----------. ..... ...........---'-----_-m COVENANT u°"vINTEREST -_--.... ... --�-'-' ---- ...... 4/ nnW.upETotCS:..... -----....... ........... ...... - ----- '41 �v 53. PUBLIC ACCESS: ...... - ...- ....... ......... — ... ......... - ............... - ........ - 41 54. NON -WAIVER OF IMMUNn-Y:...,, - . ....... ..... .... ... .. .... .... ..... .... . ...... 41 35. PRIVILEGES AND IMMLrNIFSi.. .... . ......... ..- .. -.-. - .. -42 56. LEGAL OBLIGATIONS AND RESPONSIBILMM NCW4)F.t.FGATk')NOFCCt4STrrLrnONAC.OFt STATUTORY Dk1lnFS:-42 57. NOK4UUIANCE BY NO"ARTIM ... -1 ........... r ..... .. III ........ ... . I ..... . 42 59. ATTESTATIONS :... ...... ............. ... ................. r"... --- ----- -- ----- . ..... 42 54- NO PERSONAL LIABIUM ..................... '..-.............I .......................... ... .... r 42 60. EXECUTION IN COUNTERPARTS:. ..... .... ..... ...... . ... ..... ..... . ........ -.43 6L SECTON HFADP40S:....,. ... ..... . ..... . ..... ....... .......... ........ 43 FXtHOff I DESCRIPTK)N OF BOUNDARIES OF SERVICE AREA EXHIBIT R APPROVED RATE SCHEDULE - - EXHIBIT 10 DISCLOSURE OF SERVICE RATES EXHIBIT IV ANNUAL MANCLAL REPORTM FORMAT —41 WORBIT V SPECIAL SERVIM F-XHIKFVF PERFORMANCF.BONDSLIDWISCALF.r.- ............ . .......51 V 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 �:_� it � :��. �+ ��il� 1. r ♦i <<�!! , F8AA9PWAQYAZUXNT TtHS AGREnCE ', made and entered into this _.f_fyof , 2004, between the Board of County Commissioners of Monroe County. a political subdivision of the State of fnosrda, hereinafter referred to as "Franchisor'" and Waste Management of Plori& , Inc. hereinafter referred to as 'Franchisee". In consideration of the mutual benefits, the parties herein agree as follows: 1. TZM: The term of this Agreement shall be for the period beginning 12:01 AM October 1, 2004 and terminating 11:59 PM September 30, 2009 provided that the Franchisor shall have the option to extend the contract, upon mutually agreeable terms and conditions, for an additional five (5) year period upon one hundred twenty (120) days written notice to the Franchisee prior to the expiration of the current term of this Agreement. Monroe County% performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board. A. Biohasatrdons off RkwaaNad Waftes shall mean those wastes which may cause disease or reasonably be suspected of harboring pathogenic organisms; included but not limited to, waste resulting from the operation of medical clinics, hospitals, and other facilities producing wastes which may consist of, but are not limited to, diseased human and animal parts, contaminated bandages, pathological specimens, hypodermic needles, contaminated clothing and surgical gloves. B. BmM shall mean the Board of County Commissioners of Monroe County. C. Bahr Trash shall mean any non vegetative item which cannot be containerized or bundled; including, but not limited to inoperative and discarded refrigerators, ranges, toilets, clothes dryers, bath tube, water heaters, sinks, bicycles and other similar domestic appliances, household goods, furniture and carpeting. Carpeting will be picked up by the 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1B 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Franchisee if cut to lengths of six (6) feet or teas and bundled. Items must be generated from the property of a Dwelling Unit. Home Improvements; which includes, but is not limited to; cabinets, dry wall, lumber, paneling and other such construction related materials art not considered bulk trash. D. Collection shall mean the process whereby Residential Solid Waste, Commercial Solid Waste, and Recyclable Material is removed and transported to a designated facility. E. Collection Agreement or Agreement shall include this document. All amendments and exhibits thereto shall be made in writing and shall be the written document between the Franchisor and the Franchisee governing the provision of services as contained herein. F. CommeroW Solid Waste shall mean Garbage, Vegetative Waste, and Rubbish that is not Residential Solid Waste. G. Commercial Recycling Collection Service shall mean the collection of recyclable materials by the franchisee from business entities and any or all collection services not covered in JJ, within the service area. H. Commercial Solid Waste Collection Service shall mean the collection of Commercial Solid Waste within the service area. Such service includes both Containers and Compactors, but does not include Specialty Hauler Roll -off Collection Service. 1. Compactor shall mean any container which has compactor mechanism(s), whether stationary or mobile, all inclusive. J. Construction and Demolition Debrh PAM shall mean, materials generally considered to be not water soluble and non -hazardous in nature, including, but not limited to, steel, glass, brick, concrete, roofing material, pipe, gypsum wallboard, and lumber from the construction or destruction of a structure as part of a construction or demolition project. Mixing of a very small amount of waste other than C&D from the construction site will not automatically cause it to be classified as other than C&D. K. Container shall mean and include any container designed or intended to be mechanically dumped into a loader packer type garbage truck- L. Containerized Residential Recycling Collection Service shall mean the `a 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 collection of recyclable materials by the Franchisee from Dwelling Units in the service area that requires the use of containers for the collection of recyclable materials and the delivery of those recyclable materials to the Materials Recycling Facility. M. Cantainedzed Reside -Hal Solid Waste Collection Service shall mean solid waste collection service of all Dwelling Units whose Garbage, Rubbish, Bulk 'Crash or Vegetative Waste is collected by means of a central or shared Container and not by means of a Garbage Receptacle. Vegetative Waste shall not be commingled with Garbage, Rubbish, or Bulk Trash, N. Contract Administrator shall mean the person designated by the Franchisor who shall act as the representative of the Franchisor during the term of this Agreement. Q. County shall mean Monroe County, Florida. P. Curbside Reddential Riling Collectom Service shall mean the collection of recyclable materials by the Franchisee from all Dwelling Units in the service area that also receive curbside Residential Solid Waste Collection Service for solid waste and other Dwelling Units as are designated by the County, and the delivery of those recyclable materials to the Monroe County Materials Recycling Facility or designated transfer station. Q. Curbside Raside:ntial Solid Was Collection Service shall mean Residential Solid Waste Collection Service for all Dwelling Units whose garbage is collected by means of a garbage receptacle at curbside or roadway. R. 13 F1 U Desiprated FadHty shall mean a processing, recycling, or transfer facility designated by Monroe County. DweUlug Uait shall mean any type of structure or budding unit with kitchen facilities intended for or capable of being utilized for residential living other than a hotel or motel unit. Fiscal Year shall mean the period October 1 of a given year and September 30 of the following year during this Agreement. Franchisee shall mean that person or entity that has obtained from the Franchisor a franchise, contract or permit to provide Residential Solid Waste 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Collection Service, Commercial Solid Waste Collection Service, and Recyding Collection Service. V. Mmiiclsisor shall mean the Board of County Commissioners of Monroe County. W_ Garbage shall mean all putrescible waste which generally includes but is not limited to kitchen and table food waste, animal, vegetative, food or any organic waste that is attendant with or results from the storage, preparation, cooling or handling of food materials whether attributed to residential or commercial activities. x Garbage Receptaeis shall mean any commonly available light gauge steel, plastic or galvanized receptacle of non -absorbent material, closed at one end and open at the other, furnished with a closely fitted top or lid, handles) and without any jagged or sharp edges. A garbage receptacle is also defined as a heavy duty, securely tied. plastic bag designed for use as a garbage receptacle. Any receptacle made from plastic drums with rope handles, or slots cut in the sides for handles, is not an acceptable garbage receptacle. Any receptacle including waste materials shall not exceed thirty-two (32) gallons in capacity or fifty (50) pounds in weight, unless a Franchisee implements (withwritten authorization from the Contract Administrator or his Designee) an automated or semi -automated collection system requiring the use of some other standard receptacle compatible with the Franchisee's equipment. Y. Hazardous Waste means solid waste as defined by the State of Florida Department of Environmental Protection as a hazardous waste in the State of Florida Administrative Code Chapter I7-30, or by any future Legislative actions, or by federal, state, or local law. Z. Hotel or Natal shall mean a structure or building unit(s) with kitchen facilities capable of being utilized for residential living where such unit or a group of such units is utilized at least fifty (50%) percent of the time for "Transient Occupancy" as such term is defined in Chapter 509, Florida Statutes, or its successor law. AA. Industrial Waste shall mean any solid waste accumulations of metal, metal products, minerals, chemicals, rock, cement, asphalt, tar, oil, grease, glass, crockery, rubber, tires, bottles, cans, lumber, sawdust, waste from animal packing or slaughterhouse, or other materials usually created by an 4 1 2 3 4 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 industrial enterprise. HH. Materials Racycling Facility (XIMM shall mean any facilities operated or managed by, for or on behalf of the Franchisor for the purpose of receiving, sorting, processing, storing, and/or preparing Recyclable Materials for sale. CC. multi-ft"y Dwelling Unit shall mean and include any building or structure containing two (2E or more Dwelling Units under one roof. DD. 02%m Paper shall be defined as a mixture of paper products including letter paper, notebook paper, computer and green bar paper, and other clean paper products. EE. Permitted Disposal Facility shall mean the place or places specifically designated by the Franchisor for the disposal of solid waste, and which are properly permitted by the appropriate state and lord agencies. FF. Public Awareness Program shall mean that program developed by the Franchisor to inform and encourage residentmI and commercial solid waste collection customers to use all solid waste collection services offered by the Franchisor through the Contract. It shall also mean information concerning levels of service and changes in scope of service. GG. Recyclable Materials shall mean newspapers (including inserts); aluminum; # 1 and Ill plastic containers; clear, green and brown glass bottles and jars; corrugated cardboard; kraft paper bags; office paper, tin and ferrous cans; automobile tires, and other materials added upon agreement between the County and the Franchisee. HH. Recycliag Container shall mean a rigid container made of plastic or other suitable substance that is used for the storage of commingled recyclable materials. if. Residential Solid Waste shall mean Garbage, Rubbish, Sulk Trash and Vegetative Waste resulting from the normal housekeeping activities of a Dwelling Unit. Vegetative Waste shall not be commingled with Garbage, Rubbish, or Bulk Trash. JJ. Residential Recycling Callection Service shall mean Curbside Recycling Collection Services and Containerized Residential Recycling Collection Service. 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 KK. Residential Solid Waste Cofieedon Service shall mean service to all Dwelling Units, including but not limited to, single-family dwelling units, each living unit in a multi -family dwelling unit, condominium or cooperative association, each mobile home whether located in a mobile home park or on an individual parcel of property whether or not the lot is owned by the mobile home owner and whether or not the unit has an RV tag, and each timesharing unit. LL. Roller Collection Service shall mean Specialty Hauler Service as described in the Monroe County Code Section 8-82, and is the collection of C&D only roll off containers within temporary locations in the Service Area, limited to new construction sites and remodcling or refurbishment sites. Roll -off Collection Service shall also mean the collection of horticultural, agricultural, or vegetative waste from permitted land clearing sites. Roll -off Collection Service does not include Special Wastes, Garbage, or Recyclable Materials; and is not covered under this contract. MM. Rubbish shall mean all refuse, accumulation of paper, cxcelsior, rags, wooden or paper boxes and containers, sweepings, and all other accumulations of a similar nature other than garbage, which are usual to housekeeping and to the operation of stores, offices and other business places, but shall not include Vegetative Waste. Also rubbish shall include any bottles, cans or other containers which, due to their ability to retain water, may serve as breeding planes for mosquitoes or other water -breeding insects. NN. Service Area shall mean that portion of the unincorporated area of the County as described in Exhibit 1, for which the Franchisee has an executed Collection Agreement. 00- Sludge shall mean a solid or semi -solid or liquid generated from any waste water treatment plant, water supply treatment plant, air pollution control facility, septic tank, grease trap, portable toilets and related operations, or any other such waste having similar characteristics or effects. PP. Spacial Services shall mean any services requested or required by the customer which are in addition to, or a change in, Residential Solid Waste Collection Service, Residential Recycling Collection Service, Commercial Recycling Collection Service, and Commercial Solid Waste Collection Service as set out or similar to those listed in Exhibit VL 6 1 2 3 4 5 6 7 8 9 10 ll 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 QQ. Special Waste shall mean those wastes that require extraordinary management. They include, but are not limited to, automobile or automobile parts, abandoned automobiles, boat or boat parts, waste oil, sludge, dead animals, agricultural and industrial waste, septic tank pumpings and Biohazardous and Hazardous wastes. RR. Vegetative Waste - Regnlsr shall mean any vegetative matter generated from the yard and landscaping maintenance of the property of a Dwelling Unit and shall include materials such as tree and shrub trimmings, grass clippings, palm fronds, small tree branches and other matter usually produced as refuse in the care of lawns, landscaping and yards which shall not exceed four (4) feet in length and/or 4" in diameter. Such waste shall be tied in bundles or placed in containers which are susceptible to normal loading and collection as other Residential Solid Waste. If containers are used, they shall meet or exceed the Franchisor specification for such containers. No bundle or filled container shall exceed fifty (50) pounds in weight. Regular Vegetative Waste shall not be commingled with Garbage, Rubbish, or Bulk Trash. SS. Vegetative Wastes - Overaim shall mean large cuttings of vegetative matter which are part of the normal yard maintenance of a Dwelling Unit, and which cannot be cut for placement in a container or bundled due to the material exceeding the weight and size restrictions for regular vegetative waste. Oversize vegetative waste shall be placed neatly at the curb and shell be of a type as to be readily handled by the mechanical collection equipment of the Franchisee and shall not exceed six (61 feet in length. Oversize Vegetative Waste shall not be commingled with Garbage, Rubbish, or Bulk Trash. Oversize vegetative waste does not include any form of matter or debris resulting from commercial tree removal; land clearing, or land development. In the case of a dispute between the Franchisee and a customer as to what constitutes oversize vegetative waste, the situation will be reviewed and decided by the Contract Administrator whose decision will be final. 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 3. SERVIMS PROVIDED BY FRARCMSB$: A. exclusive Franchise Granted. The Franchisee is herein granted an exclusive franchise to provide Residential Solid Waste Collection Service, Commercial Solid Waste Collection Service, and Residential Recycling Collection 'Service in the Service Area as described in Exhibit 1. Adjustments to the Service Area boundaries due to municipal annexation or contraction will be provided by law. No other entity except the Franchisee may offer or provide Residential Solid Waste Collection Service, Commercial Solid Waste Collection Service, or Residential Recycling Collection Service in the Service Area. The Franchisor agrees to assist the Franchisee in taking timely action against any entity violating the provisions of this Section. The Franchisee shall be the agent to the Franchisor to provide Commercial Recycling Collection Services in the Service Area, where that service is requested by a commercial entity. Tlie Franchisee shall be responsible for billing and collection of Commercial Recycling Collection services that are not being billed and collected by the Franchisor. B. Respnmdbi lty For Service Billing and Collection. The Franchisor shall be responsible for the billing and payments for Residential. Solid Waste Collection Service. The Franchisee shall provide billing and collection services for Commercial Solid Waste Collection Services. Billing for Commercial Solid Waste Services shall be reported in the format designated by the Contract Administrator. C. emergency Service Provisions. 1n the event of a hurricane, tornado, mayor storm or other natural disaster, the Contract Administrator may grant the Franchisee a variance from regular routes and schedules. As soon as practical after such natural disaster, the Franchisee shall advise the Contract Administrator when it is anticipated normal routes and schedules can be resumed. The Contract Administrator in conjunction with the Franchisee shall make an effort through the local news media to inform the public when regular services may be resumed. The clean up from some natural disasters may require that the Franchisee 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 hire additional equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster. By December lu of the year that this Collection Agreement is in effect, the Franchisee is requested to provide a Disaster Preparedness Plan to the Contract Administrator for review and approval. This plan shall include provisions for additional manpower and equipment as well as a proposed rate for collection associated with the dean up of natural disasters or other such occurrences. The Franchisee shall update the Disaster Preparedness Plan by December la of each year of this Agreement for the Contract Administrator's review and approval. The Franchisee shall receive extra compensation above the normal compensation contained in this Collection Agreement, after such has been approved by the Board, based on the rate schedule submitted to the Contract Administrator. Payment for these services shall be made by the Franchisor within ninety (90) days of the receipt of the billing by the Franchisor. D. Service to Selected Caanty A=enaiea The Franchisee must collect the solid waste and recyclables normally generated by the County's Fire, EMS, and library facilities located within the franchise area at no charge or cost to the County for collection. 4. SOLID WASTE COL NMON SERVICES: A. Curbside Residential, Solid Waste, Vegetative Waste, and Bulk Trash Collection services (1) Conditions and Frequency of Service. All Curbside Residential Solid Waste and Regular vegetative waste shall be properly containerized in Garbage Receptacles or otherwise prepared for collection. Vegetative waste shall be separated from Residential Solid Waste. No filed receptacle or bundle shall exceed fifty (50) pounds in weight. (Regular vegetative waste will be as defined in Section 2.RR) Curbside Residential Solid Waste Collection Service, except for permitted holidays, shall be provided twice per week with not less than forty-eight (48) hours or more than seventy- two (721 hours between regularly scheduled pick-up days. Regular vegetative waste shalt be picked up by the Franchisee not less than once every seven (7) days on a scheduled route basis. Oversize vegetative waste and bulk trash as defined in Section 2.SS. and 2.C. 9 1 of this Collection Agreement shall be picked -up by the Franchisee 2 within seven (7) calendar days of notification by the resident of the 3 Dwelling Unit. Oversize vegetative waste and bulk trash must be 4 placed at the usual accessible pick-up location. 5 6 (2) Aclity. 7 8 All Residential Solid Waste to be collected shaU be placed within six 9 (6) feet of the curb, paved surface of the roadway, closest accessible 10 right-of-way, or other such location agreed to by the Franchisee that 11 will provide a safe and efficient accessibility to the Franchisee's 12 collection crew and vehicle. Enclosures for garbage receptacles shall 13 be within six (6) feet of paved surface or right of way. Fixed or 14 permanent enclosures shall have a street side opening for the 15 removal of the garbage receptacle. Enclosures that do not have a 16 street side opening shall be limited to thirty-six (36) inches in height. 17 For purposes of this Agreement, roadway or right-of-way means a 18 road owned and maintained by the County, or a road on private 19 property for which an casement has been granted to the public and 20 such road is constructed and maintained to County road standards. 21 Where the resident of a Dwelling Emit is physically disabled and 22 unable to deliver Residential Solid Waste or vegetative waste to 23 curbside and this is certified by the Contract Administrator, or the 24 residential structure is located in such a manner as to provide non- 25 accessibility to the Franchisee's crew or vehicle, an alternative 26 location may be arranged between the customer and the Franchisee 27 at no extra cost to the customer. In the event an appropriate location 28 cannot be agreed upon, the Contract Administrator shall mediate the 29 dispute and designate the location for pick-up. If the resident 30 requests special services, these services shall be billed directly to the 31 customer by the Franchisee in accordance with Exhibit VT. filing for 32 these services shall be reported in a format prescribed by the 33 Contract Administrator. In the event that a special service request 34 is not listed in Exhibit VI, charges for such services shall then be 35 established through negotiations between the Franchisee and the 36 customer. In the event the customer and the Franchisee cannot 37 reach an agreement on the cost, the Contract Administrator will 38 determine the cost. 39 40 41 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 B. Containerised Residential, Solid Waste Collection Service (l) Conditions and Frequency of Service: The Franchisee shall provide Containerized Residential Solid Waste Collection Service to Multi -Family Dwelling Units of four (4) or more in the Service Area that are suitable to receive such service and request such service. The size and location of the container and the frequency of collection shall be determined by the Franchisee and the residential complex in accordance with this Agreement. The level of service shall be sufficient to meet customer needs in a safe and sanitary manner. In the event of an unresolved dispute involving the level and type of service to be provided, the location and size of Containers or the frequency of service, the Contract Administrator shall make the final determination. The Franchisee shall be paid the appropriate container rental fee in accordance with Exhibit H. A minimum of or= a week service is required of all customers, or such other minimum frequency as provided by law. Service shall not exceed a maximum of twice per week. Such service shall be provided by mechanical container as defined herein. C. Commercial Solid Waste Collection Service (1) Conditions and Frequency of Service: The Franchisee shall collect and dispose of all Commercial Solid Waste in the Service Area, except Special Waste. A minimum of once a week service is required of all customers, or such other minimum frequency as provided by law. Such service shall be provided by mechanical Container as defined herein. However, where a customer generates less than one (1) cubic yard per week of waste, Garbage Receptacles provided by the customer may be utilized. The size of the Container and the frequency of collection shall be determined between the customer and the Franchisee. However, size and frequency shall be sufficient to provide that no Commercial Solid Waste need be placed outside or above lid level of the Container. Storage capacity shall be suitable for the amount of waste generated by the customer. In the event the Customer and the Franchisee cannot reach an agreement as to the level and type of service to be provided, the Contract Administrator shall make a decision binding on both parties, including the location and size of Containers and the 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 required number of pick-ups per week. All Commercial Solid Waste shall be placed in a Container, Compactor or Garbage Receptacle. Vegetative Waste shall not be commingled with Garbage. Where Garbage Receptacles are used, they shall be placed at the roadside or at such other single collection point as may be agreed upon between the Franchisee and the customer. All Containers or Compactors shall be kept in a safe, accessible location agreed upon between the Franchisee and the customer. Any Container or Compactor damaged by the Franchisee shall be repaired or replaced by the Franchisee within seven (7) days - Compactors may be obtained by customers from any source provided that such Compactors be of a type that can be serviced by the Franchisee's equipment. The customer shall be completely responsible for its proper maintenance. Compactor frequency of collection shall be sufficient to oontain the waste without spillage. (2) Method of Collecting. Collection shall occur on a regular basis with a frequency of pick-up as provided herein and the size of the Container to be agreed upon between the Franchisee and the customer. (3) Level, Type sad Disclosure of Rates far Commmmial Collection and Other Services a- Commercial Collection. The Franchisee shall only charge rates as set out in Exhibit IT or as otherwise allowed by this Agreement. A written agreement between the Franchisee and the customer shall be entered into regarding the level and type of service to be provided and manner of collection of fees. The fees charged to the customer by the Franchisee may vary in accordance with the rate schedule in Exhibit iI based on changes in size of Containers and/or changes in frequency of collection. The terms and conditions of such agreement shall be in compliance with all provisions of this Agreement. The customer shall subscribe to a level of service sufficient to meet the needs of the customer in a sanitary and efficient manner. However, upon failure of the parties to reach such an agreement, the Contract Administrator or his designee shall 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 establish the level and type of service to be provided including the location, size of the Container and number of pick-ups per week and the -MAL RATE" to be charged within the approved rate limits contained in Exhibit II. The Franchisee will be responsible for the billing and collection of Commercial Collection Service except as otherwise provided in this Agreement. b. Disclosure: The written Agreement between the Franchisee and the Customer shall be a separate document as specified in Exhibit III. D. hours of Collection: Curbside Residential Solid Waste Collection Service shall be provided between the hours of 5:00 am. and 6:00 p.m. Monday through Saturday. Dwelling Units receiving Containerized Residential Solid Waste Collection Service and non-residential collection sites located adjacent to residential units shall be considered residential collection and shall only be collected between the hours of 5:00 a.m. and 6:00 p.m. Monday through Saturday. Other non-residential locations may be collected at any time. The hours of collection may be extended due to extraordinary circumstances or conditions with the prior consent of the Contract Administrator. E. Routes and Schedules: For Residential Solid Waste Collection Service, the Franchisee shall provide the Contract Administrator, in a format acceptable to the Contract Administrator, the schedules for all Collection routes and keep such information current at all times. If any changes in the Collection routes occur, then the Contract Administrator shall be immediately notified in writing not less than four weeks prior to change. In the event of a permanent change in routes or schedules that will alter the day of pick-up, the Franchisee shall immediately notify the customer(s) affected in writing or other manner approved by the Contract Administrator prior to the change, at no cost to the Franchisor. 5. RECYCLING C.OLL WnOA 9RR'VICE: The Franchisee shall provide Residential Recycling Service and, where requested by the customer, Commercial Recycling Collection Service in the Service Area. The 13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 36 39 40 41 Franchisor shall be responsible for the billing and collection of payments for Residential Recycling Collection Services. The Franchisee shall be responsible for billing and collection of Commercial Recycling Collection Service costs. A. B. Casbaide Resldcatha Recycling Collection Services will be governed by the following terms and conditions: (1) Conditions and Frequency of Service: The Franchisee shall provide Curbside Residential Recycling Collection Services to all Dwelling Units receiving Curbside Residential Solid Waste Collection Service located in the designated Service Area and to other such Dwelling Units as determined appropriate by the Contract Administrator. This service shall be provided once every week, unless otherwise specified by the Franchisor on a scheduled route basis which shall coincide with one of the three regularly scheduled solid waste collection pack -up days. (2) Accessfbflity for Curbside Recycling Collection: All Recyclable Materials to be collected shall be in a Recycling Container and shall be placed within six (61 feet of the curb; paved surface of the road, closest accessible right of way, or other such location agreed to by the Franchisee that will provide a safe and efficient accessibility to the Franchisee's collection crew and vehicle. The Franchisee must collect as many Recycling Containers and any additional paper (kraft) bags as the customer sets out. Where the resident is physically unable to deliver Recyclable Materials to curbside and this is certified by the Contract Administrator, or the Dwelling Unit is located in such a manner as to provide non - accessibility to the Franchisee's crew or vehicle, an alternative location may be arranged between the customer and the Franchisee at no extra cast to the customer. In the event an appmapryate location cannot be agreed upon, the Contract Administrator shall mediate the dispute and designate the location for pick-up. Containerized ResldenHsl RecycH:ag Collection Service will be governed by the following terms and conditions: (1) Conditions and Frequency of Service: 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 29 29 30 31 32 33 34 35 36 37 36 39 40 41 C. The Franchisee shall provide this service to Dwelling Units as are designated by the Franchisor that are located in the Service Area. This service shall be provided at least once every week on a scheduled route basis as set out in paragraph 2 below. (2) AccessOWIty and Schodnle ;for Coataisedzed ResideenntW Iteciclirtg Collection: All Recyclable Materials to be collected shall be in a Recycling Container or Container designated for Recyclable Materials which shall be located in such location and shall be collected on a schedule by the Franchisee that will provide a safe and efficient accessibility to the Franchisee's collection crew and vehicle. In the event an appropriate location cannot be agreed upon, the Contract Administrator shall mediate the dispute and designate the location for pick-up. Caz iowxCial RecycUnd Collection Serrkce: The Franchisee shall perform Commercial Recycling Collection Services on behalf of the Franchisor for any business in the Service Area where the Franchisee has arranged, negotiated or contracted for such service, and Franchisee shall have the right to solicit Commercial Recycling Collection Service agreements with any business in the Service Area upon terms and conditions consistent with this Agreement, and Franchisee shall provide loading, collection, transporting and removal services for recovered materials in the Service Area. (1) Conditions and Frequency of Servke: The Franchisee shall provide Commercial Recycling Collection Services to all business or commercial entities located in the designated Service Area resulting from its own solicitation. The size and frequency of the Container designated for Recyclable Materials shall be determined between the customer and the Franchisee, However, size and frequency shall be sufficient to provide that no Recyclable Materials need be placed outside the Container. Storage capacity shall be suitable for the amount of recyclables generated by the customer. The Franchisee shall provide Containers as necessary. Compactors may be obtained by customers from any source provided that such Compactor must be of a type that can be serviced by the 15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 (2) Franchisee's equipment and the customer shall be completely responsible for its proper maintenance. Compactor frequency of collection shall be sufficient to contain the waste without spillage. All Commercial Recyclable Materials shall be placed in a Container, Compactor or other acceptable Recycling Container. Recyclable Material shall not be commingled with other solid waste. Where Recycling Containers are used, they shall be placed at an accessible location or at such other single collection point as may be agreed upon between the Franchisee and the customer. All Containers shall be kept in a safe, accessible location agreed upon between the Franchisee and the customer. Any Container or Recycling Container damaged by the Franchisee shalt be repaired or replaced by the Franchisee within seven M days. Level, Type and Dlscloom" of Rates for Commerefxl Recycling CoUection and other Services: A written Agreement between the Franchisee and the customer shall be entered into regarding the level and type of service to be provided and manner of collection of fees. The terms and conditions of such Agreement shall be in compliance with all provisions of this franchise Agreement and the term shall not extend beyond the term of this Agreement as stated in Section 1. The customer shall subscribe to a level of service sufficient to meet the needs of the customer in a sanitary and efficient manner. However, upon failure of the parties to reach such an Agreement, the Contract Administrator, or his designee, at the election of the customer and Franchisee may establish the level and type of service to be provided including the location, size of the Container and number of pick-ups per week and the -IDTAL RATE" to be charged Within the approved rate limits contained in Exhibit It. The Franchisee will be responsible for the billing and collection of Commercial Recycling Collection charges except as otherwise provided in this Agreement. The written Agreement between the Franchisee and the customer shall be as specified in Exhibit III. In the event the same vehicle is used to collect residential recyclable materials and commercial recyclable materials, the burden is on the Franchisee to verify and demonstrate which portion of the load, by volume at the point of collection, is from commercial entities. 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 (3) Ownership: Notwithstanding any other provision of this Agreement, a commercial generator of Recyclable Materials retains ownership of those materials until he or she donates or sells, or contracts for the donation or sale of those materials to another person or entity. Nothing in this Agreement shall prevent a person or entity engaged in the business of recycling, whether for profit or non-profit, from accepting and transporting Recyclable Materials, under contract with a commercial generator, from such commercial generator when such Recyclable Materials have been purchased from or donated by the commercial generator, and no charge is made to or paid by the commercial generator for the loadin& collection, transporting or removal of such Recyclable Materials. Provided, however, that such activities are subject to applicable state and local public health and safety laws, and provided that the transporter must report such information to the Franchisor as may be necessary for the documentation of state mandated recycling or reduction goals. D. method of payments The Franchisor will be responsible for the billing and collection of payments for Residential Recycling Collection Service. Payments from the Franchisor to the Franchisee will be due and paid no later than the tenth day of the month following service. The initial collection rate per unit per month shall be as set out in Exhibit 11. This rate shall be adjusted in subsequent years in accordance with Section 6. The Franchisee shall be responsible for billing and collection of payments for Coanmercial Recycling Collection Service, at the rates as set out in Exhibit N. The rates set out in Exhibit 11 shall be adjusted in subsequent years in accordance with Exhibit IV. E. Hairs of Cofleetlons Residential Recycling Collection Service shall be conducted between the hours of 5:00 am. and 6:00 p.m., Monday through Saturday. Dwelling Units receiving Containerized Residential Recycling Collection Service and non-residential collection sites located adjacent to residential units shall be considered residential collection and shall only be collected between the hours of 5:00 a.m. and 6:00 p.m. Monday through Saturday. In the event 17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 of a dispute, the Contract Administrator shall determine the hours of collection. F. Routes and Schedulea: The Franchisee shall provide and keep current with the Contract Administrator or his designee, in a format acceptable to the Contract Administrator, an up-to-date route schedule map for all Residential Recycling Collection Service routes. The Franchisee shall notify the Contract Administrator in writing of any change in any route schedule four weeks prior to change. In the event of a permanent change in the routes or schedules that will alter the pick-up day, the Franchisee shall immediately notify the affected customer in writing or other method approved by the Contract Administrator not less than two (2) weeks prior to the change, at no cost to the Franchisor. G. Replacement of R"TcHng Containers for R*WWk rtkW Dwelllag Uz dta; (1) The Franchisee will replace at its expense any Recycling Container damaged through the fault or negligence of the Franchisee or its employees. H. Manner of Colieetion: The Franchisee shall collect Recyclable Materials with as little disturbance as possible and shall leave the Recycling Container or Container housing Recyclable Materials at the same point it was collected. To be eligible for Curbside Residential Recycling Collection Service, Recyclable Materials must be put in a Recycling Container. Newspapers that cannot be placed in the Recycling Container may be put in a paper ((raft) bag and placed at the usual accessible pick-up location for Curbside Residential Solid Waste Collection. All Recyclable Materials set out by the customer that meet these criteria shall be collected. I. material Recycling ftcllity: The Franchisee shall deliver all Recyclable Materials collected from the Service Area to the facility designated, in writing, by the Contract Administrator. The Franchisee is responsible for the delivery of clean, non - contaminated Recyclable Materials. Contaminated materials are defined as those materials that require extensive sorting and/or disposal as determined 18 1 2 3 4 5 6 7 S 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 4I by the supervisor of the County's recycling facility. J_ Change In Scope of Recycling Collection Service: From time to time, at the sole option of the Franchisor, it may be necessary to modify the scope of Recyclable Materials that will be included in Recycling Collection Service. Should this occur, the Franchisor and the Franchisee agree to enter into good faith negotiations to amend this Agreement to reflect the impact of any such modification. 6. CHARGES, RATES AND LEVEL OF SERVICES: A. Obligation of Franchisor for eilliag, Collection, and ltynwnts (1) Specific Responsibilities: The Franchisor or its designee will be responsible for the billing and collection of payments for Residential Solid Waste Collection Services with the exception of any Special Services provided by the Franchisee. Billing and collection of these services will be the responsibility of the Franchisee. The Franchisor shall make monthly payments m arrears to the Franchisee for the Residential Solid Waste Collection Service provided pursuant to this Agreement. The Franchisee shall be entitled to payment for services rendered irrespective of whether or not the Franchisor collects from customers for such services. Payments from the Franchisor will be due and paid to the Franchisee no later than the tenth (1Oth( day of the month following the month during which services were rendered. Franchisee shall service all residential units. If Franchisee is in doubt as to whether units are being billed, Franchisee will contact the Contract Administrator. On or before October 1, and before commencement of work by the Franchisee under the terms of this agreement, the Franchisor shall provide to the Franchisee the estimated total number of units to be serviced. By November I of each Fiscal Year, the Franchisor shall provide to the Franchisee a copy of the annual assessment roil providing a detailed listing of all the units to receive these services. Thereafter and for the duration of this Agreement, the Franchisor shall promptly notify the Franchisee of new residential units to be 19 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 B. served and/or deleted and payments will be adjusted accordingly. New Dwelling Units which arc added for service during the Franchisor's Fiscal Year will be added to the customer service list and payment will be paid by the Franchisor to the Franchisee in the Franchisee's monthly payment. Payment will be prorated based upon the date of Certificate of Occupancy. (2) Units Omitted Frain Annual [toll: In the event the Franchisee provides service to Dwelling Units whose parcel was not included on the annual assessment roll provided by the Franchisor, the Franchisee must provide a written list of such Dwelling Units to the Contract Administrator as soon as possible after receipt of the assessment roll_ Upon receipt of such written list by the Franchisor, the Contract Administrator will, within 30 days, verify the customer address and that service to the unit is proper, and if proper, shall remit monthly payments to the Franchisee for such service effective as of October 1 of the Fiscal Year or the date service began, whichever is later. The Franchisor reserves the right to correct any errors of omission or commission per the laws and rules that govem the Franchisor. In the event the Franchisor pays the Franchisee for a residential unit in error for whatever reason, the Franchisee shall notify the Contract Administrator. Upon determination of any overpayment, the Contract Administrator will verify the error and make appropriate adjustment to the Franchisee's payment to correct the error. Solid Waste and Recycling Collection Rate Adjustments: For all Collection services, the charges shall be initially based on the rates established in Exhibit II, and as subsequently adjusted pursuant to this Agreement. The Franchisee shall receive an annual adjustment in the Residential Solid Waste Collection Service, Commercial Recycling Collection Service, Commercial Solid Waste Collection Service and Residential Recycling Collection Service rates. The adjustment shall be made to the combined category of Residential Solid Waste Collection Service and to Residential Recycling Collection Service and, separately to the combined category of Commercial Solid Waste Collection Service and Commercial Recycling Collection Service. At the end of the first year of this Agreement the adjustment shall be made in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI-U) for the most 20 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 C, recent 12 months available, ending in February. No later than April 30 of the year following the Franchisee's fiscal year hereby defined as January I through December 31, the Franchisee shall deliver to the Franchisor, in a format as shown in Exhibit V, (as may be further revised by the Contract Administrator from time to time), an audited Financial Statement including, at a minimum, a balance sheet and an Income Statement representing the Cmancial position and the results of operations respectively of the Franchisee for each Service Area. The report must include the opinion of a Florida Certified Public Accountant, who has conducted an audit of the Franchisee's books and records in accordance with generally accepted auditing standards which include tests and other procedures necessary, that the Financial Statements are fairly presented, in all material respects, in conformity with generally accepted accounting principles. The Franchisor and Franchisee understand and agree that time is of the essence regarding receipt of the audited financial statement. Therefore, if the Franchisee fails to provide the Franchisor with the audited financial statement on or prior to the date prescribed herein, the Franchisee shall pay the Franchisor the sum of one hundred dollars ($100.00) per day for each calendar day the submittal is late_ No egtemsion will be gMpted, except for uncontrollable circumstances as referred to in Section 21. No rate adjustments of any type will be granted to the Franchisee unless all required audits have been filed in a timely manner. Solid Waste Disposal and Recycling Processing Coats: Residential solid waste disposal and residential recycling processing costs will be part of the special assessment billed by the Franchisor. Commercial costs and commercial recycling processing charges will be billed by the Franchisee and submitted on a monthly basis to the Franchisor in a format prescribed by the Contract Administrator. This monthly billing statement shall be due by noon on the tenth (10th) day of each month, or the first business day thereafter, and shall contain information pertaining to the preceding month. Information provided on the monthly billing statement shall be complete and accurate, and falsification of the same shall be a criminal offense. 21 1 2 3 4 5 6 7 8 9 10 1} 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 7 D. Extraordinary Rate Adjustment: The Franchisee may petition the Franchisor at any time for an additional rate adjustment on the basis of extraordinary and unusual changes in the cost of operations that could not reasonably be foreseen by a prudent operator. The Franchisee's request shall contain substantial proof and justification, as determined by the Contract Administrator, to support the need for the rate adjustment_ The Franchisor may request from the Franchisee such further information as may be reasonably necessary in making its determination. The Franchisor shall at its sole option approve or deny the request, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the Franchisor. E. Franchise Fee: To compensate for the cost of administration, supervision and inspection rendered for the effective performance of this Agreement, the Franchisee shall pay to the Franchisor a fee of three percent (3%) of all gross revenues charged, collected or received arising out of any services or operations conducted in the Service Area. Commercial solid waste disposal costs and commercial recycling processing costs shall be deducted from the gross revenue total prior to applying the 3% for calculation of the franchise fee due to the Franchisor. Franchise fees shall be payable within forty-five (45) days of the last day of each calendar quarter. HOLIDAYS: The Monroe County Transfer Stations will be closed on Thanksgiving Day, Christmas Day and New Year's Day. The Franchisee shall not be required to collect Residential Solid Waste, Vegetative Waste, Residential Recyclable Material or maintain office hours on these designated holidays. Services not provided on the designated holidays shall resume on the next scheduled service day. A. Service F": Requiring a designated facility to remain open outside its regular business hours, and with a 24-hour notice to the Contract Administrator, the Franchisee shall be charged a Service Fee of $100.00 per hour for every hour (or portion thereol) the site remains open, with a two hour minimum fee. 22 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 i6 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 8_ SPECIAL SERVICES: Rates charged for Special Services may not exceed the special service rates as listed in Exhibit V1. In the event the requested special service is not included within Exhibit VI, the Franchisee may negotiate with the customer for the rate_ Upon failure of the parties to reach an agreement on the rate, the Contract Administrator shall establish the rate. The Franchisee shall be responsible for billing and collection of payment for all Special Services. 9. PUBLIC AWARENESS PROGRAM: The Franchisee shall assist the Franchisor with the Public Awareness Program by distributing door hangers, stickers, flyers or other medium to residential and commercial customers as requested by the Franchisor. Additionally it is the Franchisee's responsibility to provide information to the Franchisor about those customers who repeatedly do not prepare or set out their Recyclable Material or solid waste as specified within this Agreement. The Commercial Recycling customer will also be notified, by the Franchisor through the Franchisee about special commercial recycling events, workshops, educational forums and symposiums and other activities, as needed. 10. MANNER OF COLLECTION_ The Franchisee shall collect Residential Solid Waste, Vegetative Waste and Recyclable Materials and Commercial Solid Waste and Recyclable Materials with as little disturbance as possible and shall leave any receptacle at the same point it was collected. Any container damaged by the Franchisee will be replaced by the Franchisee within seven (7) days at no cost to the customer, unless otherwise provided within this Agreement. The replacement must be similar in style, material, quality and capacity. Throwing of any garbage receptacle, container or recycling container is prohibited. To be eligible for pick-up, Residential Solid Waste and Vegetative Waste - Regular must be placed in a Garbage Receptacle or properly bundled. Vegetative Waste - Oversize and Bulk Trash as defined in Sections 2.SS. and 2.C. of this Agreement shall be picked up by the Franchisee within seven (7) calendar days of notification by the resident of the Dwelling Unit. Vegetative Waste - Oversize and Bulk Trash must be placed at an accessible pick-up location. 23 1 2 3 4 5 6 7 E 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 11. PERSONNEL OF THE FRANCHISEE; A. The Franchisee shall assign a qualified person or persons to be in charge of the operations within the service area and shalt give the name(s) of the person(&) to the Contract Administrator. B. The Franchisee's solid waste collection employees shall wear a uniform or shirt bearing the company's name during operations. C. Each driver of a collection vehicle shall at all times cant' a valid Florida driver's License for the type of vehicle that is being driven. D. The Franchisee's name and office telephone number shall be properly displayed on all solid waste and recycling collection vehicles and Containers provided by the Franchisee. E. The Franchisee shall provide operating and safety training for all personnel- F. The Franchisee's employees shall treat all customers in a polite and courteous manner. 12. SPILLAGE: The Franchisee shall not litter or cause any spillage to occur upon the premises or the right-of-way wherein the collection shall occur. During hauling, all solid waste, vegetative waste and recyclable material shall be contained, tied, or enclosed so that leaking, spilling and blowing is prevented_ In the event of any spillage or leakage caused by the Franchisee, the Franchisee shall promptly clean up all spillage and leakage at no cost to the Franchisor. 13. SOLID WASTE AND RECYCLING FACILITIES: All Residential Solid Waste, Commercial Solid Waste, Vegetative Waste and Recyclable Material shall be delivered to a site or facility designated in writing to the Franchisee by the Contract Administrator. If the Franchisor should request the Franchisee to deliver to a site or facility which is a greater distance than the nearest site or facility, the Franchisor shall compensate the Franchisee for such additional directly related costs based on a cost per truck mile annually agreed upon by the Franchisor and Franchisee. The Franchisee shall provide to the Franchisor by August 1- of each year written notice indicating the estimated cost of operation per truck mile which shall be in effect for the twelve 1121 month period 24 1 2 3 4 5 6 7 B 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 14. beginning October 1a. The Franchisor shall provide the Franchisee written notice of either approval or denial of the proposed cost by August 151h. If denied, the Franchisor and the Franchisee agree to negotiate in good faith and reach agreement regarding the estimated cost per truck mile. Such agreement shall not be unreasonably withheld by either the Franchisor or Franchisee. If an agreement cannot be reached, the Franchisee may petition the Board of County Commissioners for a final hearing on the denial. Such decision by the Board shall be final. In the event that a load of Recyclable Materials delivered to the designated facility contains more than 3.5%, by weight of the total load, material which is not Recyclable Material or that there is more than 3.511/6 paper products within the other co -mingled Recyclable Material or vice versa, the Franchisor has the right to reject the load and to charge the Franchisee the full disposal fee for each ton within the load. The Franchisee may pass this cost through to a commercial customer in the event that the Franchisee can prove that the customer caused the contamination to the satisfaction of the customer. In the event of a dispute, the Contract Administrator will determine whether the Franchisee or the customer will absorb the disposal fee. It is the responsibility of the Franchisee to notify the Franchisor of any customer who has on more than three occasions contaminated the Recyclable Materials. COLLECTION EQUIPMENT; The Franchisee shall have on hand at all times and in good working order such equipment as shall permit the Franchisee to adequately and efficiently perform the contractual duties specified in this Agreement. Upon execution of this Agreement and annually thereafter, the Franchisee shall provide in a format specified by the Contract Administrator a list of the equipment to be used by the Franchisee to provide services relating to this Agreement. Solid Waste collection equipment sbail be of the enclosed loader packer type, or other equipment that meets industry standards and is approved by the Contract Administrator. All equipment shall be kept in good repair, appearance and in a sanitary, clean condition at all times. Recycling Materials collection equipment sball be multiple compartment equipment (one compartment for each recyclable material collected), or other equipment that meets industry standards and is approved by the Contract Administrator, and must be compatible for unloading at the designated facility. Equipment utilized for the collection of Recyclable Materials shall be clearly identified for that purpose. The Franchisee shall have available reserve equipment which can be put into service the same day as the occurrence of any breakdown. Such reserve equipment shall correspond m size and capacity to the equipment used by the Franchisee to 25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 perform the contractual duties. 15. VEGETATIVE WASTE: All vegetative Waste shall be collected separately from Residential Solid Waste, Commercial Solid Waste and Recyclable Materials. All tree and shrub trimmings, grass clippings, palm fronds and all tree branches or other similar loose waste shall be tied in bundles or placed in containers. Oversize Vegetative Waste must be no more than six (6) feet in length and placed neatly at the curb. 16. SPECIAL WASTE, HAZARDOUS WASTE, BIOHAZARDOUS OR BIOK8DICAL WASTE AND SLUDGE: The Franchisee shall not be required to collect and dispose of Special Waste, Hazardous Waste, Biohazardous or Biomedical Waste, or Sludge, but may offer such service in the Service Area. All such collection and disposal for those types of waste in this Section are not regulated or exclusive under this Agreement, but if provided by the Franchisee shall be in strict compliance with all federal, state and local laws and regulations. 17. OFFICE: The Franchisee shall maintain an office within Monroe County where complaints shall be received. It shall be equipped with sufficient telephones, and shall have responsible persons in charge during collection hours and shall be open during normal business hours, 8:00 a.m. to 2:00 p.m., Monday through Friday_ The Franchisee shall provide an answering machine during non -office hours for the receipt of customer inquiries. The Franchisee shall provide a contact person for the Franchisor to reach during all non -office hours. The contact person must have the ability to authorize Franchisee operations in the case of Franchisor direction or situations requiring immediate attention. 18. COMPLAINTS: All service complaints shall be directed either to the Contract Administrator or to the Franchisee. All complaints received by the Contract Administrator will be forwarded daily to the Franchisee by telephone or other electronic means. Ali complaints received by the Franchisee shall be recorded on a form approved by the Contract Administrator. All complaints shall be resolved within twenty-four (24) 26 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 2.4 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 hours after receipt by the Franchisee. When a complaint is received on a Saturday or the day preceding a holiday, as specified in this Agreement, it shall be resolved by the Franchisee no later than the next regular working day. If a complaint cannot be resolved within twenty-four (24) hours, the Contract Administrator shall be notified. Upon resolution, the Franchisee shall notify the Contract Administrator or his designee of the action taken to resolve the complaint on the approved form. The Franchisee shall provide the Contract Administrator with a full written explanation of the disposition of any complaint involving a claim of damage to private or public property as a result of actions of the Franchisee's employees, agent, or sub -contractor. M QUALITY OF SERVICE: A. It is the intent of this Agreement to ensure that the Franchisee provides a quality level of solid waste and recycling collection services. (1) To this end, all complaints received by and/or referred to the Franchisee shah be promptly resolved pursuant to the provisions of Section 18 of this Agreement. (2) An excess of legitimate complaints shall be a determining factor in the Franchisor's decision to exercise the renewal option as specified in Section 1. An excess of legitimate complaints shalt be defined as an amount that exceeds two percent (2%) of the total customers served by the Franchisee within the service area during any Franchisor fiscal year. The legitimacy of a complaint shall be determined by the Contract Administrator or his designee. (3) Any occurrence of the following actions on the part of the Franchisee shall result in an assessment of liquidated damages, with the designated amount deducted from payments due or to become due to Franchisee: 27 ImaroDer Actfons Liauldated Damages a. Failure to collect missed customers by 6:00 p.m. $25.00 per incident to a the same day when given notice before noon, or by maximum of $150.00 per 12:00 noon the rollowing day when given notice truck per day between 12:00 noon and 5.00 p.m. b. Legitimate complaints over ten 10 r month $100.00 per incident C. Collection of Residential Solid Waste and/or $100.00 per incident Rec clables before 5:00 a.m. or after 6:00 PM. d. Commingling Solid Waste with Vegetative Waste. $100.00 per incident Recyclable Materials, C&D Materials, or other waste material: C. Failure to clean spillage: $100.00 per incident f. Failure to replace damaged container within seven $100.00 per incident days two days for residential g. Failure to return containers or garbage receptacles $100.00 per incident to or4dnal location. h. Failure to repair d e to customer property: $100.00 per incident i. Reserved for future use. j. Failure to comply with designated facility $100.00 per incident regulafions: k. Failure to provide dean, safe and sanitary $100.00 per 'incident ui ment- 1. Failure to maintain olTiee hours asrequired: $100.00 per incident M. Operator not licensed: $100.00 per incident n. Failure to provide documents and reports in a $100.00 per incident timely and accurate manner: 0. Failure to cover materials, if appropriate, on $100.00 per incident collection vehicles : p. Name and phone number not displayed on $100.00 per incident equipment or containers: q. Providing exclusively prohibited service in another $100.00 per incident Franchisee's area, without prior authorization by the Contract Administrator: r. Not providing schedule and route maps: $100.00 per incident S. Excessive noise generated by service equipment $100.00 per incident and/orpersonnel: t_ Using improper truck to service commercial or $100.00 per incident residential customer. ?g 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 U. Failure to submit disclosure notice to either $100.00 per incident customer or Contract Administrator: V. Failure to report recycling activity monthly (on or $100.00 per incident before the I0L" day of the following month)., in the format determined by the Franchisor, for the purpose of tracking and verifying county -wide recycling activity: m. Failure to offer a corresponding reduction in the $100.00 per incident level of solid waste service with the implementation of commercial rec cling: X. Failure to submit an audited financial statement by $100.00 per calendar day the prescribed date: y. Failure to respond to complaints and customer $100.00 per incident calls, including commercial recycling customers, in a timely and appropriate manner. a. Failure to complete a route on the regular $1000 for each route per day scheduled bek-up de not completed aa. Failure to deliver any Residential or Commercial $1000 for 1" offense; Solid Waste, Vegetative Waste or Recyclable $2500 for 21d offense; Materials to a designated facility: loss of franchise for 3H offense bb. Failure to provide proper notification prior to $1000 per incident residential route changes: CC. Failure to finish the uncompleted route (a) of the $1500 for each failure to previous day on the next calendar day: complete The Contract Administrator may assess charges pursuant to this Section. The Franchisee will be notified in writing of the administrative charges assessed and the basis for each assessment. In the event the Franchisee wishes to contest such assessment it shall, within five (5) days after receiving such notice, request in writing an opportunity to be heard by the Contract Administrator and present its defense to such assessment. The assessment(s) will only be deducted following the determination by the Contract Administrator. The decision of the Contract Administrator will be final. 20. FILING OF REQUESTED INFORMATION AND DOCUMENTS_ A. In addition to any other requirements of this Agreement, the Franchisee shall be required to file pertinent statistical and aggregate cost information pertaining to solid waste collection and recycling collection services that is requested by the Franchisor to comply with the provisions of Chapter 403, F.S., as amended, and any other pertinent laws and regulations. The Franchisee will also be required to submit a monthly operations report in a format prescribed by the Contract Administrator. The results of all recycling activity conducted by the 29 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Franchisee in the Service Area during each month, whether residential or commercial, shall be reported accurately to the Franchisor m a format and with such dates as specified by the Franchisor, on or before the 10t" day of the following month. B_ The Franchisee shall We and keep current with the Franchisor documents and reports required by this Agreement. By September lw of each year this Agreement is in effect, the Franchisee shall ensure and testify to the Franchisor that all required documents such as, but not limited to, certificates of insurance, audits, performance bond or letter of credit, route schedule and maps, drivers license certifications, and list of collection equipment vehicles, are current and on file with the Franchisor. Failure to file any document or report within five (S) working days of the required filing date, except where granted an extension by the Contract Administrator, may result in the levy of a liquidated damage as provided. in Section 19. 21. UNCONTROLLABIS Neither the Franchisor nor Franchisee shall be considered to be in default of this Agreement if delays in or failure of performance shall he due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non- performing party could not avoid. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable and which the non- performing party could have, with the exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch. The non -performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. PERIMM AND LICF,NSEB: The Franchisee shall obtain, at his own expense, all permits and licenses required by law for the Franchisee's operation under this Agreement and maintain the same in full force and effect. 23. PERFORKANCS BOND: The Franchisee shall furnish to the Franchisor a performance bond executed by a 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 surety company licensed to do business in the State of Florida and/or a clean irrevocable letter of credit issued by a bank within Monroe County to ensure the faithful performance of this Agreement and all obligations arising hereunder in the appropriate amount determined in accordance with Exhibit VII. The clean irrevocable letter of credit or bond provided hereunder, each may be substituted for the other upon approval by the Franchisor. The form of this bond or letter of credit, and the Surety Company, shall be acceptable to the Franchsor attorney and shall be maintained during the term of this Agreement. The bond shall be endorsed to show the Franchisor, a political subdivision of the state of Florida; and shall also provide that bonds shall not be canceled, limited or non --renewed until after thirty (30) days written notice has been given to the Franchisor. Current performance bonds evidencing required coverage must be on file at all times. 24. VIOMM MM Worker's Compensation coverage must be maintained in accordance with statutory requirements as well as Employees liability Coverage in an amount not less than $100,000.00 per incident. 25. LiABIUTY ENEURANCZ: The Franchisee shall, during the term of this Agreement, and any extensions hereof maintain in full force and effect general and automobile liability insurance, which specifically covers an exposures incident to the Franchisee's operations under this contract. Such insurance shall be with a company rated "A" or better by Best Rating Service and in an amount of not less than $1,000,000.00 Combined Single Limit for personal injury, including death, and property damage liability and shall include but not be limited to coverage for Premises/Operations, Products/Completed Operations, Contractual, to support the Franchisee's agreement or indemnity, and Fire Legal Liability. The Franchisee shall purchase and maintain, throughout the life of the contract, pollution liability insurance which will respond to bodily injury, property damage, and environmental damage caused by a pollution incident. The minimum limits of liability shall be: $5,000,000.00 per occurrence/$10,000,000.00 aggregate. Policy(ies) shall be endorsed to show the Franchisor, a political subdivision of the state of Florida, as an additional insured as its interests may appear, and shall also provide that insurance shall not be canceled, limited or non renewed until after thirty (30) days written notice has been given to the Franchisor. Current certificates of insurance evidencing required coverage must be on file with the Franchisor at all times_ Franchisee expressly understarWa and agrees that any 31 1 2 3 4 5 b 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 26 29 30 31 32 33 34 35 36 37 38 39 40 41 insurance protection furnished by Franchisee shall in no way limit its responsibility to indemnify and save harmless Franchisor under the provision of Section 26 of this Agreement. 26. IRDE> NrrY: The Franchisee will hold the Franchisor harmless from any and all liabilities, losses or damages the Franchisor may suffer as a result of claims, demands, costs or judgments against the Franchisor arising out of the negligence or omission of the Franchisee or its employees, which said liabilities, losses, damages, claims, demands, costs ar judgment arise directly out of the matters which are the subject of this Collections Agreement and the work to be performed thereby. The Franchisee shall in no way be responsible for or in any way indemnify or hold the Franchisor harmless for any act, omission, negligence or other liability caused by the act or omission in whole or in part of the Franchisor or any one of its employees or agents. 27. A,C5CE= TO FRAACHME$ 8O0KO AND RRCORDS: The Franchisee shall maintain within Monroe County adequate records of all Solid Waste collection and recycling services. The Franchisor or its designee shall have the right to review all records maintained by the Franchisee upon 24 hours written notice. An annual audit of the books and records by a Florida independent certified public accounting firm prepared in accordance with generally accepted accounting principles, pertaining only to each individual Collection Agreement and Service Area, shall be delivered to the Franchisor no later than April 30 of the year following the Franchisee's fiscal year, hereby defined as January l through December 31. so e:tensums wili be amnted. O=Ovt for unn:oateolfa6le dreamatinoes as refn:rmd to in Section 21. No rate adjustments of any type will be granted to the Franchisee unless all required audits have been filed in a timely manner. Franchisee shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for pubic records purposes during the term of the Agreement and for four years following the termination of this Agreement. 32 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 28. POIIR OF CONTACT' All dealings, contacts, notices and payments between the Franchisee and the Franchisor shall be directed by the Franchisee to the Contract Administrator. 29. NCMC6: Except where otherwise noted herein, any communication required for any purpose in this Agreement shall be in writing and delivered with a signed receipt as follows: As to the Franchisor: Monroe County Solid Waste Management Department 1100 Simonton Street, Room 2-284 Key west, FL 33040 Attention: Contract Administrator As to the Franchisee: Waste Management of Florida, Inc. 125 Toppino Industrial Road Rockland Key, FI 33040 Attention: District Manager 30. DEFAULT OF CONTRACT: A. The Franchisor may cancel this Collection Agreement, except as otherwise provided below in this section, by giving Franchisee thirty (301 days advance written notice, to be served as hereafter provided, upon the happening of any one of the following events: (1( Franchisee shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any other law or state of the United States or any state thereof, or consent to the appointment of the receiver, trustee or liquidator of all or substantially all of its property, or 33 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 (2) By order or decree of a Court, Franchisee shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders of the Franchisee, seeking its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United States or of any state thereof, provided that if any such judgment or order is stayed or vacated within sixty (601 days after the entry thereof, any notice of cancellation shall become null, void and of no effect; unless such stayed judgment or order is reinstated in which case, said default shall be deemed immediate; or (3) By or pursuant to or under authority of any legislative act, resolution or rule or any order or decree of any Court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of the Franchisee, and such possession or control shall continue in effect for a period of sixty (60) days; or (4) Me Franchisee has defaulted, by failing or refusing to perform or observe the terms, conditions or covenants in this Agreement or any of the rules and regulations promulgated by the Franchisor pursuant thereto or has wrongfully failed or refused to comply with the instructions of the Contract Administrator relative thereto and said default is not cured within thirty (30) days of receipt of written notice by Franchisor to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Franchisee of written demand from Franchisor to do so, Franchisee fails to commence the remedy of such default within said thirty (30) days Wowing such written notice or having so commenced shall fad thereafter to continue with diligence the curing thereof (with Franchisee having the burden of proof to demonstrate [a] that the default cannot be cured within thirty (30) clays, and [b1 that it is proceeding with diligence to cure said default, and such default will be cured within a reasonable period of time. B. However, notwithstanding anything contained herein to the contrary, for the failure of Franchisee to provide Collection Service for a period of three (3) consecutive scheduled working days, the Franchisor may secure the Franchisee's billing records on the fourth (4th) working day in order to provide interim collection services until such time as the matter is resolved and the Franchisee is again able to perform pursuant to this Collection 34 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Agreement; provided, however, if the Franchisee is unable for any reason or cause to resume performance at the end of thirty (30) working days all liability of the Franchisor under this Agreement to the Franchisee shall cease and this Agreement may be deemed immediately terminated by the Franchisor. C. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Section, in the event that Franchisee's record of performance shows that Franchisee has frequently, regularly or repetitively defaulted in the performance of any of the covenants and conditions required herein to be kept and performed by Franchisee, in the opinion of Franchisor and regardless of whether Franchisee has corrected each individual condition of default, Franchisee shall be deemed a "habitual violator", shall forfeit the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The Franchisor shall thereupon issue Franchisee final warning citing the circumstances therefore, and any single default by Franchisee of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate termination of this Agreement. In the event of any such subsequent default, Franchisor may terminate this Collection Agreement upon the giving of written Final Notice to Franchisee, such cancellation to be effective upon the fifteenth consecutive calendar day following the date of Final Notice, and all contractual fees due hereunder plus any and all charges and interest shall be payable to said date, and Franchisee shall have no further rights hereunder. Immediately upon receipt of said Final Notice, Franchisee shall proceed to cease any further performance under this Collection Agreement. D_ In the event of the aforesaid events specified in paragraphs A, B and C above and except as otherwise provided in said paragraphs, termination shall be effective upon the date specified in Franchisor's written notice to Franchisee and upon said date this Agreement shall be deemed immediately terminated and upon such termination all liability of the Franchisor under this Agreement to the Franchisee shall cease, and the Franchisor shall have the right to call the performance bond and shall be free to negotiate with other contractors for the operation of the herein specified services. The Franchisee for failure to perform shall reimburse the Franchisor all direct and indirect costs of providing interim collection service. 35 1 2 3 4 5 6 7 8 9 1a 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 31. MODIItICATIONS TO AGREEN3 ` DUE TO P[Bi IC WSLFARB OR CHANGE 01 LAW: The Franchisor shall have the power to make changes in this Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchisee under this Collection Agreement relative to the method of collection and disposal of Garbage, Rubbish, Bulk Trash, Vegetative Waste, or Recyclable Materials as shall from time to time be necessary and desirable for the public welfare. The Franchisor shall give the Franchisee reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The method of collection and disposal of solid waste and recyclables as referenced herein shall also be liberally construed to include, but not limited to, the manner, procedures, operations and obligations, financial or otherwise, of the Franchisee. The Franchisor and Franchisee understand and agree that the Florida Legislature from time to time has made comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future, whether federal, state or local, which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The Franchisor and Franchisee agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law. 32. 1UGHT TO REQUIRE PERFORIiiANCE: The faihu'e of the Franchisor at any time to require perkwmance by the Franchisee of any provisions hereof shall in no way affect the right of the Franchum thereafter to enforce the same. Nor shall waiver by the Franchisor of any breach of any provisions hereof be taken or held to be waived of any succeeding breach of such provisions or as a waiver of any provision itself. 33. TITLE TO WASTE: The Franchisor shall, at all times, hold title and ownership to all Residential and Commercial Solid Waste, Vegetative Waste, Rubbish, Recyclable Material and all other waste collected by the Franchisee pursuant to this Agreement. 36 1 34. GOVERNING LAW, VBNUE, INTERPRETATION, COSTS, AND FENS. 2 3 This Agreement shall be governed by and construed in accordance with the Laws 4 of the State of Florida applicable to contracts made and to be performed entirely in 5 the State. 6 7 In the event that any cause of action or administrative proceeding is instituted for 8 the enforcement or interpretation of this Agreement, the Franchisor and Franchisee 9 agree that venue will He in the appropriate court or before the appropriate 10 administrative body in Monroe County, Florida. 11 12 The Franchisor and Franchisee agree that, in the event of conflicting 13 interpretations of the terms or a term of this Agreement by or between any of them, 14 the issue shall be submitted to mediation prior to the institution of any other is administrative or legal proceeding. 16 17 35. COMPLUNCIS WITH LAWS: 18 19 The Franchisee shall conduct operations under this Agreement in compliance with 20 all applicable laws. 21 22 36. 23 24 If any term, covenant, condition or provision of this Agreement (or the application 25 thereof to any circumstance or person) shall be declared invalid or unenforceable 26 to any extent by a court of competent jurisdiction, the remaining terms, covenants, 27 conditions and provisions of this Agreement shall not be affected thereby, and each 28 remaining term, covenant, condition and provision of this Agreement shall be valid 29 and shall be enforceable to the fullest extent permitted by law unless the 30 enforcement of the remaining terms, covenants, conditions and provisions of this 31 Agreement would prevent the accomplishment of the original intent of this 32 Agreement. The Franchisor and Franchisee agree to reform the Agreement to 33 replace any stricken provision with a valid provision that comes as dose as possible 34 to the intent of the stricken provision. 35 36 37. ASSIGNMZNT AND 37 38 The Franchisee shall not assign or dispose of the Franchise granted by this 39 Agreement by sale, lease, mortgage or otherwise transfer it in any manner 40 whatsoever without the express written consent of the Franchisor. Prior to any 41 proposed assignment or sale of the Franchise, the Franchisor shall be given the 42 right of fast refusal. The Franchisor shall have full discretion to approve or deny, 43 with or without cause, any proposed assignment or assignment by the Franchisee. 44 Any assignment of this Agreement made by the Franchisee without the express 45 written consent of the Franchisor shall be null and void and shall be grounds for 46 the Franchisor to declare a default of this Agreement and immediately terminate 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 this Agreement by giving written notice to the Franchisee, and upon the date of such notice this Agreement shall be deemed immediately terminated, and upon such termination all liability of the Franchisor under this Agreement to the Franchisee shall cease, and Franchisor shall have the right to call the performance bond and shall be free to negotiate with other Franchisees or any other person or company for the service of the Franchise area which is the subject of this Agreement. In the event of any assignment, assignee shall fully assume all the liabilities of the Franchisee. It is the intent of the parties that no Franchisee, whether by itself or through its parent(s) or holding companies, shall at any time hotd or have control of more than two (2) Solid Waste and Recycling Collection Franchise Agreements with the Franchisor. For purposes of this Section, a parent or holding company shall mean any person, corporation or company holding, owning or in control of more than ten (104/6) percent stock or financial interest in the Franchisee. 38. MODIFICATIONS: 'Phis Agreement constitutes the entire contract and understanding between the parties hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the parties hereto. 39. EDP FWD gPEliDEIfCE OF AOREEMENT: Except as otherwise noted in Section 3.A, it is understood and agreed that nothing herein contained is intended or should be construed as m any way establishing the relationship of co-partners between the parties hereto, or as constituting the Franchisee as the agent, representative or employee of the Franchisor for any purpose whatsoever. The Franchisee is to be and shall remain an independent contractor with respect to all services performed under this Agreement. 40. MUNICIPALITY'S OPTION TO BE COVERED BY CONTRACT: The Franchisee shall have the right of first refusal to provide Residential Solid Waste Collection Services to any municipality in the County located adjacent to and contiguous with its Service Area boundaries under the same terms, conditions and rate of compensation as provided for tinder the terms of this Collection Agreement. The County and a municipality that elects to be covered by this Collection Agreement shall enter into an interlocal agreement regarding the participation of 39 I the municipality. Municipalities currently being served by a Franchisee under the 2 terms and conditions of the prior franchise agreement shall continue to be served 3 by those franchisees under the provisions of this Collection Agreement. 5 41. OTHER RATS ADJUSTMENTS: 6 7 Non-performance of this Franchise Agreement or a request for a rate increase, 8 either of which are attributed to the Franchisee accepting the Francluse Agreement 9 award at an insufficiently low rate, shall result in cancellation of all solid waste and 10 recycling collection service Franchise Agreements for all service areas entered into 11 with the franchisee. 12 13 42. EXISTING OR PRIOR AGREEMENTS: 14 15 The terms and conditions of this Agreement supersede the terms, obligations and 16 conditions of any existing or prior Agreement or understanding, written or verbal., 17 between the parties regarding the work performed, compensation to be paid, and 18 all other matters contained_ 19 20 43. ATTORNXVS FEES AND COSTS: 21 22 The Franchisor and Franchisee agree that in the event any cause of action or 23 administrative proceeding is initiated or defended by any party relative to the 24 enforcement or interpretation of this Agreement, the prevailing pasty shall be 25 entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket 26 expenses, as an award against the non -prevailing party, and shall include 27 attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate 28 proceedings. Mediation proceedings initiated and conducted pursuant to this 29 Agreement shall be in accordance with the Florida Rules of Civil Procedure and 30 usual and customary procedures required by the circuit court of Monroe County. 31 32 44. HIIFDIWG EFFECT: 33 34 The terms, covenants, conditions, and provisions of this Agreement shall bind and 35 inure to the benefit of the Franchisor and Franchisee and their respective legal 36 representatives, successors, and assigns. 37 38 45. AUTHORITY 39 40 Each party represents and warrants to the other that the execution, delivery and 41 performance of this Agreement have been duly authorized by all necessary County 42 and corporate action, as required by law. 43 44 46. CLAIMS FOR FEDERAL OR STATE AID: 45 46 Franchisor and Franchisee agree that each shall be, and is, empowered to apply for, 39 seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 5 47. ADJUDICATION OF DISPUTES OR DISA[iRERi+[EI41'S: 6 7 Franchisor and Franchisee agree that all disputes and disagreements shall be 8 attempted to be resolved by meet and confer sessions between representatives of 9 each of the parties. If no resolution can be agreed upon within thirty (30) days after 10 the first meet and confer session, the issue or issues shall be discussed at a public 11 meeting of the Board of County Commissioners. If the issue or issues are still not 12 resolved to the satisfaction of the parties, then any party shall have the right to 13 seek such relief or remedy as may be provided by this Agreement or by Florida law. 14 15 48. NORDISCI U BIATION: 16 17 Franchisor and Franchisee agree that there will be no discrimination against any is person, and it is expressly understood that upon a determination by a court of 19 competent jurisdiction that discrimination has occurred, this Agreement 20 automatically terminates without any further action on the part of any party, 21 effective the date of the court order. Franchisor and Franchisee agree to comply 22 with all Federal and Florida statutes, and all local ordinances, as applicable, 23 relating to nondiscrimination. These include but are not limited to: (1) Title VI of 24 the Civil Rights Act of 1964 (F.L. 8&352) which prohibits discriminations on the 25 basis of race, color or national origin; (2) Section 504 of the Rehabilitation Act of 26 1973, as amended (20 U.S.C. s. 794). which prohibits discrimination on the basis 27 of handicap; (3) The Age Discrimination Act of 1975, as amended (42 U.S.C, ss. 29 6101-6107), which prohibits discrimination on the basis of age; (4) The Drug Abuse 29 Office And Treatment Act of I972 (P.L. 92-255), as amended, relating to 30 nondiscrimination on the basis of drug abuse; (5) The Comprehensive Alcohol 31 Abuse And Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 32 91-6I6). as amended, relating to nondiscrimination on the basis of alcohol abuse 33 or alcoholism; (6) The Public Health Service Act of 1912, as. 523 and 527, (42 34 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol 35 and drug abuse patient records; (7) The Americans With Disabilities Act of 1990 36 (42 U.S.C. s. 1201 Note), as may be amended from time to time, relating to 37 nondiscrimination on the basis of disability; (8) The Florida Civil Rights Act of 1992, 38 (Chapter 760, Florida Statutes, and Section 509.092, Florida Statutes), as may be 39 amended firm time to time, relating to nondiscrimination; (9) The Monroe County 40 Human Rights Ordinance (Chapter 13, Article VI, Sections 13-101 through 13-130), 41 as may be amended from time to time, relating to nondiscrimination; and (10) any 42 other nondiscrimination provisions in any federal or state statutes or local 43 ordinances which may apply to the parties to, or the subject matter of, this 44 Agreement. 45 46 49. COOPERATION: 47 48 In the event any administrative or legal proceeding is instituted against either party 49 relating to the formation, execution, performance, or breach of this Agreement, 50 Franchisor and Franchisee agree to participate, to the extent required by the other 51 party. in all proceedings, hearings, processes, meetings, and other activities related 40 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 to the substance of this Agreement or provision of the services under this Agreement. Franchisor and Franchisee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. 50. COVENANT OF NO INTEREST: Franchisor and Franchisee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perrorm and receive benefits as recited in this Agreement. 51. CODE OF 6TilICS: The Franchisor agrees that the officers and employees of the Franchisor recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 52. NO SOLICITATIOK/PATMENT: Franchisor and Franchisee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Franchisee agrees that the Franchisor shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 53. PUBLIC ACCESS: Franchisor and Franchisee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters, or other materials subject to the provisions of Chapter 119, Florida Statutes, and made or received by Franchisor and Franchisee in conjunction with this Agreement; and the Frnchisor shall have the right to unilaterally cancel this Agreement upon violation of this provision by Franchisee. 54. RON-WAIVER OF STY: Notwithstanding the provisions of Sec. 286.28, Florida Statutes, the participation of the Franchisor and Franchisee in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by 41 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 the Franchisor be required to contain any provision for waiver. 55. PRiMBGES AND IM[AKUNI'17ES: All of the privileges and immunities from liability; exemptions from laws, ordinances, and rules; and pensions and relief, disability, workers compensation, and other benefits which apply to the activity of officers, agents, volunteers, or employees of the Franchisor, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 56. LEQAL OBLIaATmNB AND R88POIISISIi.fl`iw, noN-DzLBoATION OF CO ORAL OR STATUTORY DUTY: This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorirang the delegation of the constitutional or statutory duties of the Franchisor, except to the extent permitted by the Florida constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and I63, Florida Statutes. 57. NOR-RIUJARCZ BY NON-PARTIES: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service ar program contemplated hereunder, and the Franchisor and Franchisee agree that neither the Franchisor and Franchisee or any agent, officer, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 58. ATTESTATION& Franchisee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics statement, and a Drug -Free Workplace Statement. 59. NO PERSONAL LIASELJTT: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 42 1 60. R3CW 'iOK IN COUNTERPAM: 2 3 This Agreement may be executed in any number of counterparts, each of which 4 shall be regarded as an original, all of which taken together shall constitute one 5 and the same instrument and any of the parties hereto may execute this Agreement 6 by signing any such counterpart. 7 8 61. SECTION HE&ODFOS: 9 10 Section headings have been inserted in this Agreement as a matter of convenience 11 of reference only, and it is agreed that such section headings are not a part of this 12 Agreement and will not be used in the interpretation of any provision of this 13 Agreement. 14 15 IN WITNESS WHEREOF, the parties hereto have caused this Collection Agreement to be executed by the 16 a authorized representatives as of the date finit above written. BOARD OF COUNTY COMMISSIONERS ATMT: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA 24 By 25 puty Clerk MayodChairpemson 26 27 28 29 (SEAL) (FRANCHISEE NAME) 30 AT'[-FST: 31 32 33 34 0 35 T k 36 MONROE COUNTY ATTORNEY a "� PP AS TO FORM: CDn r m JOHN R. COWNS "'r '*t �,,�OUNN ATTpgNEY L7�h Sal QSi n yg� -ern C7 Z r*1 C, rn O m � J 43 EXf mff I DESCRIPTION OF BOUNDARIES OF SERVICE AREA 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 Stock Island (except College Road) Key Haven Boca Chica Key Rockland Key Big Coppitt Key Geiger Key Saddletxmch Keys (Baypoint) Sugarloaf Key Cudjoe Key Vent= Key Out Key Summuiand Key Little Keock'cm Down Key Little, Middle, and Big Tomh Keys Big Pine Key No Name Key Bahia Honda Key Sunshine Key 44 1 F—XMrr II 2 APPROVED RATE SCHEDULE 3 Waste Maowgemmoot of Fbeid$4 Toc. 4 FY 2084-2005 Approval Rates 9 10 11 Ranklaw iai C'Moioa Rafm (oer saki Services Curbside Servioc Solid Waste $10.95 2x/wk L'amling$3.44 1 x/wk Cnaasenrial 9alid Waste Commoeneial Recrelim and Rolll-Off CoMeetim Rains Solid Wow Collection Rate $4.57 per cubic yard Recyc1mg Cmmmer Conwtian Rate S4.57 per cubic yafd Collection Rate 12 cubic yards or kss $13.78 per cubic yard Comomur Colkction Rafe than 12 cubic S178.25 per pull Roll -Off Colledion Rate $178.25 per pull MCM"M V CONTANNRU S AtMTFx NCF: FK1r4 CONTAINERS ON-COWACTING SIZE cubic RATE w/out locking mechanism I YD $13.79 2YD $15.64 3YD $17.56 4YD $17.95 6YD $19.77 8YD $21.69 RECYCLING CONTAINERS 32 ice. 90 gal. $1.25 $3.53 12 13 Capacities in between these values can be obtained by iuWpolatiaa. 14 Capacities outside of these values can be obtained by extrapolation. 45 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 EXHIBIT III DISCLOSURE OF SERVICE RATES "REGULATION BY MONROE COUNTY" The terms and conditions ofthis Commercial Solid Waste Collection Service Agreement am regulated by a Collection Agreement granted by Monroe County. Should the customer have any questions relating to the terms and conditions of this Collection Agreement, the customer may call the Contract Administrator at (305) 292-4432. "COMMERCIAL COLLECTION CONTAINERS" The Customer shall be provided the Commercial Collection Container from the Franchisee at the maintenance fee approved by the Board. If the cugtortter chooses to use a Compactor, the cusstmw may rent, lease or own the Compactor from any source, provided that the Compactor can be serviced by the Franchisee's collection equipment Commercial collection C whiiners and Compactors shall be maintained in a serviceable, safe, and sanitary condition by the owner. In the event of damage to a Container, the incident will be investigated by the Contract Administrator including a determination of any compensation due the affected party. "SPECIAL SERVICES" If a customer requests, the Franchisee may provide special services for the collection of Commercial Solid Waste such as rolling Containers out of storage areas, opening doors or gates for access, or other such special services. However, such special services may be provided by the customer, through its own or other personnel. If the Franchisee provides special services, such charges must be separately stated under the "RATES FOR SERVICES" Disclosure Statement The maximum for these special service rates are fixed by the Board. A copy of these rates can be obtained from the Franchisee or the Contract Administrator. "RATES FOR SERVICE DISCLOSURE" A RATES FOR SERVICES disclosure statement shall be completed and issued to each Customer receiving Commercial Solid Waste Collection Service, or Special Services. Upon initial signing of a cw►trgct for these services, a copy of this disclosure statement shall be provided to the Customer and to the Contract Administrator. Any changes in level of service or cost of service shall require the issuance of a new disclosure statement If service is terminated for any reason, a copy of the disclosure statement indicating the reason(s) and date of termination shall be submitted to the Contract Administrator_ The "Rates For Services" disclosure statement shall have attached a rate schedule which specifies the Collection Rate and the Disposal Rate based on size of Container and frequency of service, the Container Rental rate, expressed as a monthly flat fee based on the size ofthe Container, and the coo per month for each Special Service required by the Customer. 46 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 "RATES FOR SERVICES DISCLOSURE STATEMENT" Franchise Name: Customer Name: Customer Address: Customer Phone #: Level of Service: Item Cost of Collection of Solid Waste Cost of Disposal of Solid Waste Cost of Container Maintenance for Solid Waste Itemized Charges for Special Services Total Date of Agreement. Service Date: Begin: End: Monthly Cosa THESE SERVICES ARE PROVIDED UNDER A FRANCHISE AGREEMENT REGULATED BY TILE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY. SHOULD YOU HAVE ANY QUESTIONS RELATING TO THESE RATES, PLEASE CALL THE SOLID WASTE MANAGEMENT DEPARTMENT (305) 292-4432. 47 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 EXHIBIT IV ANNUAL FINANCIAL REPORTING FORMAT The Franchisee shall submit to the Franchisor a certified comparative operating cost statement prepared in accordance with generally accepted accounting standards. The Franchisee shall disclose as part of the Statement of Incorm and Expense all methods of allocations used to distribute costs between commercial and residential operations. The disclosure shall be in narrative form and include the basis €or the allocation method. The Franchisee shall provide a description of the expenses classified as Other Operating Costs and Other General and Administration. Any allocations made will need to be disclosed in a narrative format, along with the basis for those allocations. Additionally, it is understood that each Franchisee shall utilize the accrual basis of accounting for income and expenses. Attached is the required format for finacial statement reporting in accordance with this Franchise Agreement. 48 1 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 (Franchisee) Statement of Income and Expenses For (month, year) coded (month, year) Revenues: (list by type) $ Total Revenue S Expenses and Cenenl & Admiristrapve Costa: Employees' wages S FmployccW insuraocelp-omp S FmployaW miscellaneous expense S Eoployee4 payroll taxes s Employees' uniforros and tawtdry S Employees profit sharing plan $ Depreciation-vehkk S Fuel f Vehicle insurance S Vehicle license, tags anti lax S Depreciation -equipment S Repair parts and maintenance f Shop supplies S Tires and tubes f Depreciation-facilitles S Depreeiationotiice equipment S Depreciatior"virtainers S Accounting Bad Debts S Flectric S Franchise foes -Comity S lnswwwc. general S L-Od $ Opemng Costs S OffnorExpense Profit sharing Plan administration S Postage and freight S Rent S Scenrity s Taus and Ikerises S Ted f_ Utilities S Office salaries S dliMe kltxlrrangp-grilup f Qliice payroll taxes f Office uniforms and laundry f Oflicc profit sharing plan S Advertising $ Ucnations $ Units amd subscnptioas S Travel, adedainment and promotion S Interest S Amortization S Managernent Fee S Other general and administration costs S Total operating exp-.— and general and administrative posts f Income before Provision for Income Taxes f Provisions for Income Taxes S Net Income f 'The Aeoompanying Notes we an Integral Part of this Statrntent' 49 1 EXHIff V 2 SPECIAL SERVICES 3 4 5 RATES DETERMINED BY THE FRANCHISOR 6 (Not to be adjusted during term) 7 8 Rate Per Service Rolling Out Container (and returning $3.00 it to orig'nal location Back Door Service (Residential Negotiable Curbside Only) - Opening land closing Doors or Gates $1.00 Locks for Containers $10.00 (one time) Charge for Replacements based on cost + 10% Unlocking Containers $1.35 Supplying (and retrofitting) locking $60.00 mechanism on container"* Adding wheels to or changing wheels No Charge on 1 2 and 3 y2nd Containers only Moving Container Location (if $30.00 feasible Per Customer Request Adding lids to or changing Lids on No Charge Containers Set up and Return Fees $25.00 4 10 ' There will be no charge for those residents medically unable to bring solid waste or 11 recyclablcs to curbside as delineated in Section 4. Back Door service to all other 12 customers may be offered by the Franchisee. 13 ** Determination of necessity of locking mechanisms is based on customer 14 requirements. 50 1 EXHIBIT VI 2 PERFORKANCE BOND SLIDING SCALE Gross Revenues (Minus Disposal Fees paid to the Franchisar) Performance Bond Required in Minions of Dollars 2.5 - Above $400,000 1.5 - 2.5 $300,000 .5 - 1.5 $200 000 .0 - .5 $100,000 51 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO.010-19" MONROE COUNTY, FLORIDA ETHICS CLAUSE � i1 i• /JY �} 1 i%! warrants that hdit has not employed, retained or otherwise had act on histits behalf any former County officer or employee in violation of Sedion 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 fall amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. i PERSONALLY APPEARED BEFORE ME, the undersigned authority, 3 A 1Y1Y�� who, after first being sworn by me, affixed hi.1w signature (name of individual signing) in the space provided above on this Wday of Nd ARY PUB 0C '= Nancy E. hfi to My commission expires Cas�iaioaApDl5918si L'Vh.: Oct 17, 2006 lac BaededUm •� o-��"�� AtEa = tiwdaig Oho., Im OMB - MCP FORM 94