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07/20/1994 Agreement i' ~ )' Solid Waste and Recycling Collection Franchise Agreement Between . The Board of County Commissioners of Monroe County and Ocean Reef Club, Inc. I )J ) 5. G. 7. R. 9. 10. 11. 12. 13. :.' " TABLE OF CONTENTS f.am 1. TERM . II...... ...... .... ....... .... ....... ................ II 1 2. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 3. SERVICES PROVIDED BY FRANCHISEE..........;.............. 8 A. Exclusive Franchise Granted .............................. 8 B. Responslblllty For Service Billing and Collection ............. 9 C. Emergency Service Provisions ............................. 9 . II SOLID WASTE COLLECTION SERVICES ......................... 10 A. Curbside Residential SoUd Waste, Vegetative Waite, and Bulk Trash Collection Services ................................. 10 (1) Conditions and Frequency of Service .................. 10 (2) Accesslblllty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10 B. Containerized Residential Solid Waste Collection Service ...... 11 (1) Conditions and Frequency of Service .................. 11 C. Commercial Solid Waste Collection Service .................. 12 (1) Conditions and Frequency of Service .................. 12 (2) Method of Collecting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13 (3) IJevel, Type and Disclosure of Rates for Commercial Collection and Other Services ........................ 13 I). Hours of Collection. . . . . . . I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13 E. Routes and Schedules ... 1"1' . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14 UECYCLING COLLECTION SERV CE: . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14 t I I CHARGES, RATES AND LEVEL OF SERVICES .................... 20 A. Obligation of Franchisor for Billing, Collection, and Payments .. 20 1. Specific Responsibilities . . . . . . . . . . . . . . . . . : . . . . . . . . . .. 20 2. Units Omitted From Annual Roll. . . . . . . . . . . . . . . . . . . . .. 21 B. Solid Waste and Recycling Collection Rate Adjustments. . . . . . .. 21 C. Solid Waste Disposal and Recycling Processing Costs. . . . . . . . .. 22 D. Extraordinary Rate Adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . .. 23 E. Franchise Fee ........................................... 23 4. HOLIDAYS ................................................... 23 SPECIAL SERVI CES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 23 PUBLIC AWARENESS PROGRAM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 23 MANNER OF COLLECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 24 PERSONNEL OF THE FRANCHISEE ............................. 24 SPILLAGE ................................................... 25 SOLID WASTE AND RECYCLING FACILITIES . . . . . . . . . . . . . . . . . . . .. 25 ,:,' I .;;_/ 14. COLLECTION EQUIPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 26 15. VEGETATIVE WASTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 26 16. SPECIAL WASTE, HAZARDOUS WASTE, BIOHAZARDOUS OR BIOMEDICAL WASTE AND SLUDGE ............................. 26 17. 0 FFI CE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 26 IH. COMPLAINTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 27 1 ~}. QUALITY Or SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 27 20. FILING OF REQUESTED INFORMATION AND DOCUMENTS ........ 30 21. UNCONTROLLABLE CIRCUMSTANCES .......................... 31 22. PERMITS AND LICENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 31 2:1. PERFORMANCE BOND ........................................ 32 24. WORKER'S COMPENSATION INSURANCE . . . . . . . . . . . . . '. . . . . . . . . .. 32 25. LIABILITY INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 32 26. INIlEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . ~ . . . . . . . . . . . . . . . . . . . . . . " 33 27. ACCESS TO FUANCHISEE BOOKS AND RECORDS. . . . . . . . . . . . . . . .. 33 2H. POINT OF CONTACT .......................................... 33 29. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 34 aD. DEFAULT OF CONTRACT ...................................... 34 aI. MODIFICATIONS TO AGREEMENT DUE TO PUBLIC WELFARE OR CHANGE IN LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 37 32. RIGHT TO REQUIRE PERFORMANCE ........................... 37 :13. TITLE TO WASTE ............................................. 38 a4. GOVERNING LAW AND vENUE ................................. 38 :15. COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 38 :W. ILLEGAL PROVISIONS ........................................ 38 37. ASSIGNMENT AND SUBLETTING ............................... 38 38. MODIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 39 I i ;Y 39. INDEPENDENCE OF AGREEMENT .............................. 40. MUNICIPALITY'S OPTION TO BE COVERED BY CONTRACT ........ 41. OTHER RATE ADJUSTMENTS .................................. 42. EXISTING OR PRIOR AGREEMENTS: ............................ EXHIBIT I DESCRIPTION OF BOUNDARIES OF SERVICE AREA ........ / EXHIBIT II EXHIBIT III F..xHIBIT IV EXHIBIT V EXHIBIT VI EXHIBIT VII ..- APPROVED RATE SCHEDULE . . . . . . . . . . . . . . . . . . DISCLOSURE OF SERVICE RATES. . . . . . . . . . . . . . . . PAYMENT ADJUSTMENT .................... ANNUAL FINANCIAL REPORTING FORMAT. . . . . . . . . . . . i I SPECIAL"fERVICES ...................... jJ.- PERFORMANCE BOND SLIDING SCALE. . . . . . . . . . . . . . ! i, JI .. .. 39 40 40 40 42 43 44 47 50 52 53 'I, SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT THIS AGREEMENT, made and entered into this )Olhdayof 1:.\. \y ,1991, between the Board of County Commissianers .of Monroe County, a political subdivisian .of the State of Florida, hereinafter referred to as "Franchisor" and ()ceOvY\. ~f C IlA.h J;Jf'. hereinafter referred to as "Franchisee". JI I In consideration ofthe mutual benefits, the parties herein agree as follaws: 1. TERM: The term of this Agreement shall be for the period beginning October I, 1994 and terminating September 30, 1999 provided that the Franchisor shall have the option to extend the contract far an additianal five (5) year periad upan .one hundred twenty (120) days written notice to the Franchisee prior ta the expiratian .of the current term .of this Agreement. 2. DEFINITIONS: A. Biohazardoua or Biomedical Waatea shall mean thase wastes which may cause disease .or reasanably be suspected .of harboring pathagenic .organisms; included but nat limited ta, waste resulting from the aperatian .of medical clinics, haspitals, and ather facilities producing wastes which may cansist .of, but are nat limited tD, diseased human and animal parts, cantaminated bandages, pathalagical specimens, hypodermic needles, cDntaminated clathing and surgical glaves. B. Board shall mean the Board .of County CDmmissioners .of Manroe County. C. Bulk Traah shall mean any non-vegetative item which cannat be containerized or bundled; including, but nat limited ta inoperative and discarded refrigerators, ranges, toilets, clathes dryers, bath tubs, water heaters, sinks, bicycles and ather similar domestic appliances, hausehold goods, furniture and autamabile tires generated fram the propert.y .of a Dwelling Unit. I ,t , ......"." 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 Acreement 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.Commerclal Solid Wa.te shall mean Garbage, Vegetative Waste, and Rubbish that is not Residential Solid Waste. G. Commercial Recyclin& Collection Service shall mean the collection of recyclable materials by the Franchisee from business entities within the service area. H. Commercial Solid W..te Collection Service shall mean the collection of Commercial Solid Waste within the service area. Such I service includes both yontainers and Compactors, but does not include Roll-off CoUec91>n Service. I. Compactor shall mean any container which has compactor mechanism(s), whether stationary or mobile, all inclusive. J. Con.tructlon and Demolition Debrl. (C&D) shall1i4ean 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, i gypsum wallboard, and lumber from the construction or destr~,tion 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. 2 Q. R. S. L. Contalnedzed Re.ldential Recycllnl Collection Service sllall mean the collection of recyclable materials by the Franchisee from Dwelling Units in the service area that requires the use of containers t for the collection of recyclable materials and the delivery of those I recyclable materials to the Materials Recycling Facility. -,I J Containerized Re.ldJntlal SoUd Wa.te Collection Service shall mean solid waste collection service of all Dwelling Units whose Garbage, Rubbish, Bulk Trash or Vegetative Waste is collected by ""lI1cans 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. M. N. Contract Admini.trator shall mean the person designated by the Franchisor who shall act as the representative of the Franchisor during the term of this Agreement. o. County shall mean Monroe County, Florida. P. Curb.ide Re.idential RecycHnl Collection Service shall mean the collection of recyclable materials by the Franchisee from all Dwelling Units in the service are 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. Curb.lde Re.idential8011d Wut. 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. D..llnated ".cUity shall mean a processing, recycling, or transfer facility. DwelHnl Unit shall mean any type of structure or building unit with kitchen facilities intended for or capable of being utilized for residential living other than a hotel or motel unit. J / 3 x. Y. .. T. Fi.cal Veal' shall mean the period October 1 of a given year and September 30' of the following year during this Agreement. u. Franchi... shall mean that person or entity that has obtained from the Franchisor a franchise, contract or permit to provide Residential Solid Waste Collection ~Service, Commercial Solid Waste Collection Service, Recycling Collection Service, and Roll-off Collection Service. 1; j /' Franchi.or shall mean the Board of County Commissioners of "Monroe County. v. w. Garba,. 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, cooking or handling of food materials whether attributed to residential or commercial activities. Garbace Receptacle 8hl mean any commonly available light gauge I.,'" steel, plastic or galvariized receptacle of non-absorbent material, closed at one end and open at the other, furnished with a closely fitted top or lid, handle(s) and without any jagged or sharp edges. A garbage receptacle is also defined as a heavy duty, securely tied, plastic bag designed fo~ 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~lpounds in weight, unless a Franchisee implements (with' written 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. Hazardou. Wut. means solid waste as defmed by the State of Florida Department of Environmental Protection as a hazardous waste in the State of Florida Administrative Code Chapter 17-30 ,or by any future legislative actions, or by federal, state, or local law. 4 - Z. Hotel or Motel 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 (500/0) percent of the time f~~ 'Transient Occupancy" as such term is defined in Chapter 50~ Florida Statutes, or its successor law. AA. Indu.trlal Wa.te 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 industrial enterprise. BB. Material. Recycllnl Facility (MRF) 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. ce. Multi-Family D.el1iDI Unit shall mean and include any building or structure containing two (2) or more Dwelling Units under one roof. DD. Office 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 Di.po.a1 Facility shall mean the place or places specifically designated by the Franchisor for the disposal of solid waste. . FF. Publio A.arene.. Prolram shall mean that program developed by the Franchisor to inforJIi and encourage residential 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. QQ. Recyclable Material. shall mean newspapers (including inserts), aluminum, plastic containers, glass bottles and jars, corrugated cardboard, brown paper bags, office paper, tin and ferrous cans, and other materials added upon agreement between the County and the Franchisee. )- 5 ~. HH. RecycUn. Container shall mean a rigid container made of plastic or other suitable substance that is used for the storage of commingled recyclable materials. II. Reaidentlal80Ud Waate shall mean Garbage, Rubbish, Bulk Trash and Vegetative Waste. resulting from the normal housekeeping I activities of a Dwelling Unit. Vegetative Waste shall not be commingled with Garb~e, Rubbish, or Bulk Trash. ),r JJ. ,'Reaidentlal Recyclinl Collection Service shall mean Curbside Recycling Collection Services and Containerized Residential Recycling Collection Service. KK. R.aidentlal Solid Waate Collection Service shall mean service to all Dwelling Units, including but not limited to, single-family dwelling units, each li)~ing unit in a multi-family dwelling unit, ,y 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 RP tag, and each time-sharing unit. LL. Roll-oft' Collection Service shall mean the Collection of C&D only roll-off containers wit~in temporary locations in the Service Area, limited to new construction sites and remodeling or refurbishment ., sites. Roll-off Collectio'n Service shall also mean the collection of 7 horticultural, agricultural or vegetative waste, but only when the customer chooses to use Roll-off containers for collection of these wastes. Roll-off Collection Service does not include Special Wastes, Garbage or Recyclable Materials. MM. Rubbiab shall mean all refuse, accumulation of paper, excelsior, 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 places for mosquitoes or other water-breeding insects. 6 : : NN. Service Area shall mean that portion of the unincorporated area of . i I the County as describ~? in Exhibit I, for which the Franchisee has an executed Collectio.! Agreement. 00. Slud<<e 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. Special Service. 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, 8J"1d Commercial Solid Waste Collection Service as set out or similar to those listed in Exhibit VI. QQ. Special W..t. 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. Veletati"e Wa.te - Replar shall mean any vegetative matter resulting from yard and landscaping maintenance and shall include materials such as tree and shrub trimmings, grass clippings, palm fronds, small tree bran~hes and other matter usually produced as refuse in the care of la~ns, landscaping and yards which shall not exceed four (4) feet in jJngth. 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 flfty (50) pounds in weight. Regular Vegetative Waste shall not be commingled with Garbage, Rubbish, or Bulk Trash. ,j t ,.> 7 ! \ SS. Vetetativ. Wast. - Ovel'llize shall mean large cuttings of vegetative and wood matter which are part of normal yard maintenance 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. Over~ize vegetative waste shall be placed neatly at the curb and shall b~ jOf a type as to be readily handled by the mechanical collectiontJquipment of the Franchisee and shall not exceed six (6) 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, land development, building demolition or home improvement. Home improvements as defined herein would include but not be limited to carpeting, cabinets, dry wall, lumber, paneling, and other such construction related mJterials. Carpeting will be picked up by the Franchisee if cut to len~ths of six (6) feet or less and bundled. 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 riecision will be final. 3. SERVICES PROVIDED BY FRAlfCHISEE: A. Exclusive Franchi.. Granted. The Franchisee is herein granted an exclusive franchise to provide Residential Solid Waste Collection Service, Commercial Solid Waste Collection Service, Recycling Collection Service and Roll-off Collection Service in the Service Area as described in Exhibit I. 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, Recycling Collection Service or Roll-ofT 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 Sect~on. The Franchisee shall be the exclusive agent to the Franchisor to provide Commercial Recycling Collection Services in the Service Area. The Franchisee shall be responsible for billing and collection of Commercial Recycling Collection services that are not being billed and collected by the Franchisor. : I B. Re.pon.ibUity For Service JlUling and Collection. The Franchiso!. 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 Provi.ion.. In the event of a hurricane, tornado, major 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 hire additional t;quipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster. By December 1at of the year that this Collection Agreement is in effect, the Fran.chisee is requested to provide a Disaster Preparedness Plan to the Contract Administrator for review and approval. This plan shall include provisions for additional man power and equipment as well as a proposed rate for collection associated with the clean-up of natural disasters or other such occurrences. The Franchisee shall update the Disaster Preparedness Plan on December let of each year of this Agreement for the Contract Administrato~'i review and approval. The Franchisee shall receive extra compensation ab,ove 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. i I :J /' 9 .. 4. SOLID WASTE COLLBCTION' SERVICES: A. Curb.lde Re.ldentlal Solid Wute, VeletaUve Wute, and Bulk Trull CoU.otloD Sema.. iiJ (1) Condition. 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 filled receptacle or bundle shall exceed futy (50) pounds in weight. (Regular vegetative waste will be as defmed in Section l.KK) Curbside Residential Solid Waste Collection Service, except for permitted ho~f1ays, shall be provided twice per week with not less than forty-eight (48) hours or more than seventy-two (72) hours between regularly scheduled pick-up days. Regular vegetative waste shall 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 l.LL and l.C of this Collection Agreement shall be picked-up by the Franchisee within seven (7) calendar days of notification by the resident of the Dwelling Unit. Oversize vegetative waste and bulk trash must be placed at the usual accessible pick-up location. (2) Acce..Ibllity. All Residential Solid Waste to be collected shall be placed within six (6) feet of the curb, paved surface of the roadway, 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. Enclosures for garbage receptacles shall be within six (6) feet of paved surface or right of way. Fixed or permanent enclosures shall have a street side opening for the removal of the garbage receptacle. Enclosures that do not have a street side opening shall be limited to thirty six (36) inches in height. For purposes of this Agreement, roadway or right-of-way means a road owned and maintained by the County, or a road on II private property for which an easement has been granted to the / public and such road is constructed and maintained to County road standards. Where the resident of a dwelling Unit is physically unable to deliver Residential Solid Waste or vegetative waste to curbside and this is certified by the Contract Administrator, or the residential structure is located in such a manner as to provide non- 10 accessibility to the Franchisee's crew or vehicle, an alternative location may be arranged between the customer and the Franchisee at no extra cost to the customer. In the event an appropriate location cannot be agreed upon, the Contract Administrator shall mediate the dispute and designate the location for pick-up. If the resident requests special services, these services shall be billed directly to the customer by the Franchisee in accordance with Exhibit VI. Billing for these services shall be reported in a format prescribed by the Contract Administrator. In the event that a special :service request is not listed in Exhibit VI, charges for such services shall then be established through negotiations between the Franchisee and the customer. In the event the customer and the II Franchisee cannot reach an agreement on the cost, the Contract Administrator will determine the cost. B. Containeri..d a..identia! Solid W_t. Collection S.rvice (1) Condition. and Frequency or 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 unresol~ed dispute involving the level and type of service to be provided,!Jhe location and size of Containers or the frequency of service, the Contract Administrator shall make the fmal determination. The Franchisee shall be paid the appropriate container rental fee in accordance with Exhibit II. A minimum of once a week service is required of all customers, or such other minimum frequency as provided by law. Service shall not exceed a maximum of tw:ice per week. Such service shall be provided by mechanical container J defined herein. / 11 C. Commercial Soliel Wa.t. CoUection Service (1) Conelitiolla anel Frequency orBervice: The Franchisee shall collect and dispose of all Cojmercial Solid Waste in the Service Area. except Special Waste. ~ minim um of once a week service is required of all customers, or SqMt 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 Jhe customer may be utilized. The size of the Container and the frequency of collection shall be determined between the customer and the Franchisee. H~fever, size and frequency shall be sufficient to provide that no Cominercial 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 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 I that such Compactors. be of a type that can be serviced by the t, . Franchisee's equipment. The customer shall be completely responsil>le for its prJber maintenance. Compactor frequency of collection shall be sufficient to contain the waste without spillage. 12 (2) Method of Coll_ctinl. 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) Le"el, Type and DIsCllosure of Rates for Commercial Collection and Othel' Semces b. a. Commercial Collection and Roll-of!' Collection S.nices: The Franchisee shall only charge rates as set out in Exhibit II or as otherw~se Bllowed by this Agreement. A written 1 agreement betwten the Franchisee and the customer shall be entered into .rc~arding 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 baaed 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 partie~ to reach such an agreement, the Contract Administrator or his designee shall establish the level and type of service to be provided including the location, size of the Container and num ber of pick-ups per week and the 'TOTAL RATE" to be charged I within the approved rate limits contained in Exhibit II. The Franchisee willliJ responsible for the billing and collection of Commercial Collection and Roll-off Collection Service except as otherwise provided in this Agreement. :. Disclosure: The written Agreement between the Franchisee and the Custom~f shall be a separate document as specified in Exhibit III: Y D. Houl'1l of Collection: Curbside Residential Solid Waste Collection Service shall be provided between the hours of 5:00 a.m. 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 13 5. E. collected between the hours of5:00 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 extt;aordinary circumstances or conditions with the prior consent of the Contract A~inistrator. Rout.. aad Sch.dul..: For Re.i~ential Solid Waste Conection 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 not less than two (2) weeks prior to the change, at no cost to the Franchisor. RECYCLING COLLECTION SERVICE: The Franchisee shall provide Residential and Commercial Recycling Collection Service in the Service Area. The 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. Curbside Residential Recycling Collection Services will be governed by the following terms and conditions: 1. Condition. and Frequency oC 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 ~Jck-up days. /' 2. Acce..ibUity Cor Curb.ide Recyclinl Coll.ction: All Recyclable Materials to be collected shall be in a Recycling Container and shall be placed within six (6) feet of the curb; paved surface of the road, closest acces.ible right of way, or other such location agreed to by the Franchisee that will provide a safe and efficient accessibility to 14 the Franchisee's collection crew and vehicle. The Franchisee must collect as many Recycling Containers and any additional bags or bundles 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 cost to the customer. In the event an appropriate location cannot be agreed :upon, the Contract Administrator shall mediate the dispute and designate the location for pick-up. )J 3. Recycllne Contain....: The Franchisee shall ensure distribution of Recycling Containers as supplied by the Franchisor to each unit that is to receive Curbside Residential Recycling Collection Service in the Service Area. The title to these Recycling Containers shall be vested with the Franchisor. However, customers may use their own additional recycling containers as long as they are similar and suitable for this service. B. Containeriz.d R.sid.ntial RecycUngCoUectlon S.rvice will be governed by the following terms and conditions: 1. Conditions and Fr.quency of Service: 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 ~Jery week on a scheduled route basis as set ou t in paragraph 2 below. 2. Acc.aalblllty and Schedule for Containerized Residential Recycling 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 s~hedule 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. 15 : I c. Commercial RecycHnl CoUeQtion Service: The Franchisee shall have the exclusive right to pe~form C~mercial 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 have the exclusive right to provide loading, collection, transporting and removal services for potential recyclable materials in the Service Area. ;, : J ;I. 1. Condition. and Frequency ot Service: 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 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 &greed upon between the Franchisee and the customer. Any Contai,ner or Recycling Container damaged by the Franchisee shall be rS'~aired or replaced by the Franchisee within seven (7) days. 2. Level, Type and Di.clo.ure of Rate. for Commercial RecycHnl Collection and Other Service.: 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 16 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 Co 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 'TOTAL RATE" to be charged within the approved rate limits contained in Exhibit II. The Franchisee will b~Uresponsible 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. 3. Ownenhip: Notwithstanding any other provision of this Agreement, a commercial generator:.~f 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 n::.n-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 I' commercial generator f~r the loading, collection, transporting or removal of such Recyclable Materials. Provided, however, that such activities are sUQject 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. 17 \ , I D. M.thod ofPaym.nt: The Fr~chisor 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. This rate .hall be adjusted in subsequent years in accordance with Section 6. t The Franchisee shall be responsible for billing and collectiC':l of payments for Commercial Recycling Collection Service, at the rates as set out in I Exhibit II. In addition, the/Franchisee will bill the Franchisor for the reside.-atial collection of automobile tires collected as part of Bulk Trash. The Franchisee shall report tire collections in a format prescribed by the Contract Administrator. This service is subject to available funding and could be terminated upon notification by the Contract Administrator. The rates set out in Exhibit II shall be adjusted in subsequent years in accordance with Exhibit IV. E. Hours of ColI.ctlon: Residential Recycling Collection Service shall be conducted between the hours of 5:00 a.m. 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 of a dispute, the Contract Administrator shall determine the hours of collection. F. Rout.. and Soh.dul..: 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 Fro.nchisee shall immediateiy 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 , I 'other method approved, by th,~Contract Administrator not less than two (2) weeks prior to the change, #at'no cost to the Franchisor. G. R.placem.nt orR.oyollng Contaln.1'II for R.ald.ntial D....Wnc Units: 1. The Franchisee will replace at his expense any Recycling Container damaged through the fault or negligence of the Franchisee or his 18 V 1. J. employees. Replacement Recycling Containers or Containers designated for Recycling will be provided by the Franchisor with the cost deducted for replacement containers from the Franchisee'. monthly fees. 2. The Franchisor at its expense will supply to the Franchisee, for distribution to the customer, replacement Recycling Containers which were originally provided by the Franchisor and lost or damaged by the occupant of a Dwelling Unit. I. i ~ 3. The Franchisee shall! promptly deliver replacement Recycling COIlltainers, damaged jJ.~y its employees, or when hotified by the COIlltract Administrator, or his designee, or the occupant of a Dwelling Unit where a Recycling Container is damaged or missing, and shall monthly report all such replacements to the Franchisor. The Franchisee shall also promptly deliver additional Recycling Corttainers as requested by the Franchisor on behalf of the residential customers for the purpose of excess Recyclable Materials. H. MaDDer or CollectloD: 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. Additional materials that cannot be placed in the Recycling Container may be put in a paper (kraft) 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 Matedal aecycllDI Facility:'" 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 deli\\ery of clean, non-contaminated Recyclable Materials. Contaminated materials are defined as those material~ that require extensive sorting and/or disposal as determined by the supervisor of the County's recycling facility. ChaDle i~ Scope or RecycllDI CollectloD Service: From time to time, at the sole option of the Franchisor, it may be necessary to modify the scope of Recycla1l>le Ma~erials that will be included in Recycling Collection Service. 19 . Should this occur, the Franchisor and the Franchisee agree to enter into good faith negotiatiorts to amend this Agreement to reflect the impact of any such modification. , 6. CHARGES, RATES AXD LEVJI:L 01' SERVICES: II . ~J A. Oblllation of :rranchlaor for BIllinl, COllection, and Paymenb 1. Speclfio 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 t~ Franchisee. Billing and collection of these services will be the responsibility of the Franchisee. The Franchisor shall make monthly payments in 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 (10th) 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 I, 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 1 of each Fiscal Year, the Franchisor shall provide to the Franchisee a copy of the annual assessment roll providing a detailed listing of all the units to receive these services. Thereafter and for the duration of this Agreement, the Franchisor shall promptly nptify the Franchisee of new residential units to be served and/or delete~d payments will be adjusted accordingly. New Dwelling Units which are 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. 20 2. Unit. Omitted From Annual Roll: 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 .~s of October 1 of the Fiscal Year or the date service began, whichever is later. The Franchisor reserves the right to correct any I errors of omission or c~rmission per the laws and rules that govern the Franchisor. In the~vent 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. B. Solid Waste and Recyclinl CoUectlon Rate AdJustmenb: 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 I combined category of Residential Solid Waste Collection Service and to Residential Recycling Collect~~ 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 solely on the Refuse Rate Index (RRI), and the second and subsequent adjustments shall be the lesser of the actual increase in the Franchisee's costs as shown in the Franchisee's annual audit or the RRI. The ~djustn;J.ents shall be made as set out in Exhibit IV. Within 120 days after the Franchisee's fiscal year hereby defined as January 1 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 21 << Statement representing the financial 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 I conducted an audit of the Fr~chisee's books and records in accordance with generally accepted audit~j1g 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 procedures. 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 provid~ the Franchisor with the audited fmancial statement on or prior to the date prescribed herein, unless granted an extension by the Contract Administrator, the Franchisee shall pay the Franchisor the sum of one hundred dollars ($100.00) per day for each calendar day the submittal is late. The Franchisee shall supply the Franchisor with such further information as may be reasonably necessary to make the calculations to determine the annual adjustment in accordance with the Payment Adjustment Schedule (Exhibit IV). No change in rates except for the Payment Schedule adjustment as provided by this Agreement shall be made without the approval of the Board. Annual rate adjustments shall be effective the following October 1, unless otherwise mutually determined by the Franchisor and the Franchisee. C. Solid W.ate Dlapoa"and RecycUnc Proceaalnc Coata: 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, as well as disposal charges for Roll-Off Service, will be billed by the Franchisee and submitted on a monthly basis to the Franchisor in a format prescribed by the Contract Administrator. Disposal charges for C&D debris will be billed at the current tipping fee as determined by the Franchisor. This monthly billing I statement shall be due by noon on the tenth (10th) day of each month, or the first business day ther~ar(er, 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. 22 E. D. Extraordinary Rat. AdJu.bnent: . 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 su<;h 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. Ii : I Franchi.. Fee: To compensJJe 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 (30/0) of all gross revenues charged, collected or received arising out of any services or operations provided in this Agreement. Solid waste disposal costs shall be deducted from the gross revenue total prior to applying the 3% for calculation of the franchisee fee due to the Franchisor. Franchise fees shall be payable within forty-five (45) days of the last day of each calendar quarter. 7. . HOLIDA VS: The following days shall be au thorized holidays: Fourth of July, Labor Day, Thanksgiving Day, Christmas Day and New Year's Day. The Franchisee shall not be required to collect Residential Solid Waste, Vegetative Waste, Residential I . Recyclable Material or maintain of!ice hours on these designated holidays. Services not provided on the designated holidays shall resume on the next scheduled service day. 8. SPECIAL SERVICES: Rates charged for Special Services may not exceed the special service rates as listed in Exhibit VII. In the event the requested special service is not included within Exhibi~ II, the Franchisee may negotiate with the customer for the rate. Upon fai1ure~f the parties to reach an agr{:ement on the rate, the Contract Administrator shall establish the rate. The Franchisee shall be responsible for bil1ing and collection of payment for all Special Services. 9. PUBLIC AWARItft'ItSS PROGRAM: The Franchisee shall assist the Franchisot with the Public Awareness Program by distributing door hangers, stickers, flyers or other medium 110 residential and commercial customers as requested by the Franchisor. Additionally ~t is the Franchisee's responsibility to provide information 23 " 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 custome1 will also he notified, by the Franchisor through the Franchisee about specfal 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 . I receptacle at the same point it was ~llected. 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 l.LL and l.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. 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 shall give the name(s) of the person(s) 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 carry a valid Florida driver's license for the ~ype 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. 24 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 80 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 Fran~hisee by the Contract Administrator. Ifthe Franchisor should request the Franchise~ 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 1st of each year written notice indicating the estimated cost of operation per truck mile which shall be in effect for the twelve (12) month period beginning October 1st. The ' 1'\ Franchisor shall provide the Franchisee written notice of either approval or denial ofthe proposed cost by August 15thJ~f 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 fmal hearing on the denial. Such decision by the Board shall be final. V 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 3.5% 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. 25 14. COLLECTION EQUIPMENT: The Fr~chisee 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 shall be of the enclosed loader packer type, or other equipment that meets industry standards and is approved by the Contract Administrator. 1\11 equipment shall be kept in good repair, appearance and in a sanitary, clean condition at all times. Recycling Materials collection equipment shall 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. 7he 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 in size and capacity to the equipment used by the Franchisee to 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 mU8t be no more than six (6) feet in length and placed neatly at the curb. 16. SPECIAL WASTE, HAZARDOUS WASTE, BIOHAZARDOUS OR BIOMEDICAL WASTE AKD 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 locallaw8 IlQd regulations. 17. OFFICE: The Franchisee shall maintain an office within Monroe County where complaints shall be received. It shall be equipped with sufficient tdephones, and shall have responsible persons in charge during collection hours and shall be open during normal business hours, 8:0q a.m. to 5:00 p.m., Monday through Friday. The Franchisee shall provide an answering machine during non-office hours for .. .~. 26 19. 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. COMPLAIXT8: 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. All complaints received by the Franchisee shall be recorded on a form appro\ied by the Contract Administrator. All complaints shall be resolved within twenty-four (24) 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. !I /, Iii The Franchisee shall provide the J:ontract 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. I ) 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 shall be promptly resolved pursuant to the provisions of Section 18 of this Agreement. 2. An excess oflegitimate complaints shall be a determining factor in the Franchisor's decision to exercise the renewal option as specified in Section 3. An ~xcess of legitimate complaints shall 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. 27 ".- ,. \ I Any occurrence ofthe fdUowing actions on the part of the Franchisee . !) shall result in an aSsessment of liquidated damages. with the designated amount deducted from paymenta due or to become due to Franchi.ee: 3. . !ill i jv j." " !i :1 28 ~j I ) ;Y a. Failure to collect mined cuatomers by 8:00 p.m. $25.00 per incident to a the aame day when given notice before noon, or by maximum of $150.00 per 12 :00 noon the following day when given notice truck per day between 12:00 noon and 5:00 p.m. b. Legitimate complainta over ten (10) per month $100.00 per incident c. Collection of Residential Solid Waste and! or $100.00 per incident Recyclables before 5:00 a.m. or after 6:00 pm. d. Comminglins Solid Waate with Vegetative Waste, $100.00 per incident Recyclable Materiala, C&D Materiala, or other waste material: e. Failure to clean apillage: $100.00 per in<..ident f. Failure to replace damaged container within seven $100.00 per incident days (two daya for residential) g. Failure to return containers or garbage receptacles $100.00 per incident to original location. !' I: h. Failure to repair damage to customer property: $100.00 per incident i. Requiring a designated facility to rem~in open after $100.00 per hour that the its regular buaine.. hours: _ .'_ / , site remain. open after its regular businesa hours j. Failure to comply with designated facility $100.00 per incident regulations: , i .' k. Failure to provide clean, safe and aanitary $100.00 per incident equipment: 1. Failure to maintain office hours as required: $100.00 per incident m. Operator not Iicenaed: $100.00 per incident n. Failure to provide documents and reports in a $100.00 per incident timely and accurate manner: o. Failure to Cover materials, if appropriate, on $100.00 per incident collection vehic1e(a): 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! or personnel: t. Using improper truck to service commercial or $100.00 per incident residential customer: Improper Action. Liquidated Damale. 29 I IIi) y .~ , 'j< u. Failure to aubmit diacloaure. notice to either $100.00 per incident cuatomer or Contract Administrator: v. Failure to report recycling activity monthly (on or $100.00 per incident before the 'loth day of the following month)., in the format determined by the Franchiaqr, for the purpose of tracking and verifying county-wide recycling activity: w. Failure to offer a correaponding reduction in the $100.00 per incident level of solid waste aervice with the implementation of commercial recycling: : x. Failure to 8ubmit an audited financial statement by $100.00 per calendar day the preacribed date: y. Failure to respond to complainta and customer $100.00 per incident calla, including commercial recycling cuatomera, in a timely and appropriate manner: z. Failure to complete a route on the regular $1000 for each route per day acheduled pick-up day: not completed ~ aa. Failure to deliver any Reaidential or Commercial $1000 for 1 at offenae; Solid Waate, Vegetative Waate or Recyclable $2500 for 2nd offenae; Materiala to a deaignated facility: 1088 of franchiae for 3rd offense bb. Failure to provide proper notification prior to \ $1000 per incident residential route changea: Ii /' cc. Failure to finish the uncompleted route (s) of the $1500 for each failure to previous day on the next calendar day: complete ,IJ The Contract Administrator may assess charges pursuant to this Section on a monthly basis in connection with this Agreement and shall at the end of each month during the term of this Agreement notify the Franchisee 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 monthly notice, request in writing an opportunity to be heard by tho Franchisor and present its defense to such assessment. The decision of the Franchisor 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 bomply with the provisions of Section 403, F.S., as amended, and any other p~tinent laws and regulations. The Franchisee 3Q :J ./ d J ,/ will also be required to submit a monthly operations report in a format proscribed by the Contract Administrator. The results of all recycling activity conducted by the Franchisee in the Service Area during each month, whether rosidential or commercial, 8hall be reported accurately to the Franchisor in a format and with such dates a8 specified by the Franchisor, on or beCore the 10th day of the following month. 21. B. The Franchisee shall file and keep current with the Franchisor documents and reports required by this Agreement. By September r& of each year this Agreement is in effect, the Franchisee shall ensure and certify 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 curront and on file with the Franchisor. Failure to file any document or report within five (5) working days of tho required filing date, except where granted an extension by the Co'ntract Administrator, may result in the levy of I a liquidated damage as provided in Section 19. 1J UNCONTROLLABLE CIRCUMST NCES: Neither the Franchisor nor Franchisee shall be considered to be in default be this Agreement if delays ~n or failure of I performance shall be due to Uncontroll~ble Forces, the effect of which, by the exercise of reasonable diligence, the non-perfo;'ming 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 exerc:ise of reasonable diligence, prevented, romoved or romodied with reasonablo 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. PERMITS AND LICENSES: 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. 31 ,~ . ,iI 23. PERFORMANCE BOND: The Franchisee shall furnish to the Franchisor a performance bond executed by a surety company licensed to do business in the State of Florida and/or a dean 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 nppropriate amount determined in accordance with Exhibit VII. The clean irrevocable lotter 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 Compnny, shall be acceptable to the Franchisor attorne~' 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 cancelled, limited or non-renowed until after thirty (30) days written notice has been given to the Franchisor. Current performance bonds ovidencing required coverage must be on file at all timos. 24. WORKER'S COMPENSATION INSURANCE Worker's Compensation coverage must be maintained in accordance with statutory requirements as well 8S Employer's Liability Coverage in an amount not less than $100,000.00 per incident. >> 25. LIABILITY INSURANCE: 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 all oxposures incident to tho 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 $] ,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 a.nd Fire Legal Liability. 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 understands and agrees that any insurance protection I, furnished by Franchisee shall in no way limit its responsibility to indemnify and save harmless Franchisor under the provi~ibn of Section 25 of this Agreement. '<~ 'II " I ;J 26. INDEMNITY: Tho Franchiseo will hold the Franchisor harmloss from any and all liabilities, losses or damages tho Franchisor may suiTer as a result of claims, demands, costs or judgmonts against the Franchisor arising out of the negligence or omission of the Franchisee or its employees, which said liabilities, losses, damages, claims, demands, costs or judgment arise directly out of the matters which are the subject of this Collection Agreoment and tho 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 anyone of its employees or agents. 27. ACCESS TO FRANCHISEE BOOKS AND RECORDS: The Franchisee shall maintain within Monroe County adequate records of aU Solid Waste collection and recycling services, I,:'! The Franchisor or its designee shall have the right to review all records maintained ,} the Franchisee upon 24 hours written notice. An annual audit of the books and recdrds by a Florida independent certified public accounting firm prepared in accordanc~with generally accepted accounting principles, pertaining only to each individual Collection Agreement and Service Area, shall be delivered to tho Franchisor within one hundred and twenty (120) days of the twelve (12) month period ending the Franchisee's fiscal year, unless an exteusion should be approved by the Franchisor. No rate adjustments of any type will be granted to the Franchisee unless all required audits have boen filed in a timely manner. 28. POINT OF CONTACT: All dealings, contacts, notices and payments between the Franchisee and the Franchisor shall be directed by the Franchisee to the Contract Administrator. ; I , i 3'i y-'f ....... 29. NOTICE: Except whero otherwise noted herein, any communication required for any purpose in this Agreoment shall be in writing and delivered in person with a signed receipt . or Bont by certifiod mail, postage pre-paid as follows: As to the Franchisor: Monroe County Divisi()n of i~nvironmental Management 5100 College Road Public Sorvice Building Key West, FL 33040 Attention: Contract Administrator As to tho Franchiseo: Ocean Reef Club, Inc. 31 Ocoan Roef Drivo Suite C-300 Key Largo, F'L 33037 '!..II 'I ! i )' 30. DEFAULT OF CONTRACT: A. The Franchisor may cancel this Collection Agreement, except as otherwise provided below in this section, by giving Franchisee thirty (30) days advance written notice, to be served as hereafter provided, upon the happening of any one of tho following events: 1. Franchiseo shall take tho benefit of any present or future insolvency statuto, or shall make a general assignment for the benefit oC creditors. or filo a voluntary petition in bankruptcy or a petition or answer socking 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 I all of its property; or ~i !, . , I I ,'/ 34 .~. . 2. By order or dccrne 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 indebtedneBS under the Federal bankruptcy laws or under any law or statute of the United States or of any state thercof, provided that if any such judgment or order is stayed or vacated within sixty (60) 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 decrce 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 sfch possession or control shall continue in effect for a period of sixty (60) 'days; or j~ !I Tho Franchisee has. d' aulled, by failing or refusing to perform or observe t.he 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 ifby reason of the nature of such default, the same cannot be remedied wit.hin thirty (30) days following receipt by Franchisee of written demand from Franchisor to do so, Franchisee fails to c()mmertce the remedy of such default within said thirty (30) days following such written notice or having so commenced shall fail ther(~after 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) days, and [b] that it is procecding with diligcnce to cure said default, and such default will be curcd within a reasonable period of time. 4. B. However, nptwithstanding 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 Franchisec's billing records on the fourth (4lh) working day in order to provide interim colliJction .services unt\/rUCh time as the matter is resolved and the Y' 35 Franchiseo is again able to perform pursuant to this Collection Agreement; provided, howevor, if the Franchisoe is unable for any reason or cause to resume porformance 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 doomed immodiately terminated by the Franchisor. r C. Notwithstanding tho foregoing and as supplemental and additional means oC termination of this Agreoment under this Section, in the event that Franchisee's record of performance shows that Franchisee has Crequently, regularly or repetitively defaulted in tho performance of any of the covenants and condit.ions 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 forfoit the right to any further notice or grace period to correct, and all of said defaults shall bo considered cumulative and collectively shall constitute a condition of irredeemable default. The Franchisor shall thereupon issuo 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 cumulativt defaults, shall be grounds for immediate terminat.ion of this AgreementJ In the event of any such subsequent default, Franchisor may terminate this Collection Agreement upon the giving of written Final Notieo to Franchisee. such cancellation to be effective upon the fifteenth consecutive calendar day following the date of Final Notice, and all contractual fees duo herounder 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 Agreoment. D. In the event of the aforesaid evonts specified in paragraphs A. Band 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 I providing interim .:ollection 8e]ice. 36 :11. MODIFICATIONS TO AGREEMENT DUE TO PUBLIC WELFARE OR CHANGE IN LAW: Tho Franchisor shall have the power to make changes in this Agreement 88 the result of changes in law and to impose now 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 timo to time bo nocossary and desirable for the public welfare. The Franchisor shall give the Franchisee reasonablo notice of any proposed change and an opportunity to bo heard concerning those matters. The method of collection and disposal of solid waste and recycJables a8 referenced herein shall also be liberally construed to include, but not limited to, the manner, procedures, operations and obligations, financial or otherwise, or the Franchisee.. 1'ho Franchisor and Franchisee understand and agree that the Florida Legislature I from time to timo has made comprehensive changes in Solid Waste Management legislation and that these and other {~anges in law in the future, whether federal, state or local, which mandate coj.tain 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 roquiro any party to perform any act or function contrary to law. The Franchisor nnt! 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. :l2. RIGHT TO REQUIRE PERFORMANCE: The failure of tho Franchisor at any time to rcquire performance by the Franchisee of any provisions hereof shall in no way affect the right of the Franc~isor thereafter to enforce the sarno. Nor shall waiver by the Franchisor of any breach of any provisions hercof bo taken or held to be waived of any succeeding breach of such provisions or as n waiver of a~y provision itself. Ii ,I I' Ii Ii. Y 37 aa. TITLE TO WASTE: The Franchisor shall, at all times, hold tille and ownership to all Residential and Commercial Solid Waste, Vegetative Waste, Rubbish, Recyclable Material and all other waste collected by tho Franchisee pursuant to this Agreement. a... GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws of the State of Florida. Any and all legal action neeessary to enforce the Agreemont will be held in Monroe County and the Agreement will be interpreted according to the laws of Florida. 35. COMPLIANCE WITH LAWS: The Franchisee shall conduct operations under this Agreement in compliance with all applicable laws. ;,',.J ,I ;1 ,)I' 36. ILLEGAL PROVISIONS: If any provisions of this Agreement shall be declared illegal, void or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. The parties agree to reform the Agreement to replace any stricken provision with a valid provision that comos as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Agreement from being void should a provision which is of the essence of t.he Agreement be determined to be void. :17. ASSIGNMENT AND SUBLETTING: The Franchisee shall not assign or dispose of the Franchise granted by this Agreement by sale, lease, mortgage or otherwise transfer it in any manner whatsoever without the express written consent of the Franchisor. Prior to any proposed assignment or salo of the Franchise, the Franchisor shall be given the right of first refusal. The Franchisor shall have full discretion to approve or deny, with or without cause, any proposed assignment or assignment by the Franchisee. Any assignment of this Agreement mado by the Franchisoe,without the express written consent of the Franchisor shall be null ~nd void an~1hall be grounds for the Franchisor to declare 38 " a default of this Agreement and immediately terminate 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 oC tho Franchisor under this Agreement to the Franchisee shall cease, and Franchisor shall havo the right to call tho porformance bond and shall be free to negotiate with othor Franchisees or any other person or company for the service oC 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 hold 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 hohling, owning or in control of more than ten (10%) percent I stock or financial interest in the Franchisee. ,)3 38. MODIFICATIONS: This 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 unle8s in writing and signed by the parties hereto. 39. INDEPENDENCE OF AGREEMENT: ! [ Except as otherwise noted in Section ~.A, it is understood and agreed that nothing herein contained is intended or should be construed as in 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 bo and shall remain an independent contractor with respect to all servicos pf:'rformed under this Agreement. ~'.....' Ii ~ i " 39 40. MUNICIPALITY'S OPTION TO BE COVERED BY CONTRACT: 'rhe collector 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 ~nder the terms of this Collection Agreement. 'rhe County and a municipality that e,JJcts to be covered by this Collection Agreement shaJl enter int.o an intorlocal agreement regarding the participation of the municipality. Municipalities currently being served by a Franchisee under the terms and conditions of the current franchise agreement dated . shall continue to be served by those franchisees under the provisions of this Collection Agreement. 41. OTHER RATE ADJUSTMENTS: Non-performance of this Franchise Agreement or a request for a rate increase, either of which are attributed to the Franchisee accepting the Franchise Agreement award at an insufficiently low rate, shall result in cancellation of all solid waste and rccycling collection service Franchise ,Agreements for all service areas entered into with the franchisoe.~J 42. EXISTING OR PRIOR AGREEMENTS: 'rhe torms and conditions of this Agreement supersede the terms, obligations and conditions of any existing or prior Agrccmcnt or understanding, written or verbal, between the parties regarding the work performed, compensation to be paid, and all other matters contained. . d'" ) 40 IN WITNESS WHEREOF, the parties hereto have caused this CoJJection Agreement to be executed by the respective authorized representatives as of the date first above written. As to Franchisor: BY: Mayor .' ATTEST BY: DANNY 14 KOL.HAGE, Clerk By: ~f~ Clerk to the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: By: As to the Franchisee: OCEAN REEF CLUB, INC. I ! J .;; -' By: ~ IIzLL Jack Hrad ORe President/CEO ~ 41 l I EXHIBIT I DESCRIPTION OF BOUNDARIES OF SERVICE AREA ~ I r Ocoan Reef Club, Inc. anH Anglers Club Property 42 EXHIBIT (( APPROVED RATE SCHEDULE Ocean Reef Club, Inc. FY 1994-95 Approved Ratea Service. Curb aide Service I Solid Waate $7.66 (2xl wk) Recycling $2.00 (lx/wk) Tire.CotIec,ion Rate $2.00 Per Tire Reaidential Collection Ratea (per unit) Commercial SoUd W_te, Commerctal Recyc1~ aad RoU..()ft' CoUectloa Rat. Solid Waate Collection Rate $4.30 per cubic yard Recycling Container Collection Rate $4.30 per cubic yard Compactor Collection Rate (12 cubic yards or leas) $10.75 per cubic yard I Compactor Collection Rate (greater than 12 cubic yards) $90.00 per pull Roll-Off Collection Rate $9.00 per pul CONTAINERS (NON-COMPACTING) SIZE (cubic yard.) RATE w/out locking me\.;naniam lYD $10.75 2YO $12.25 3YO $13.75 4YO )- $14.00 6YO $15.50 8YO $17.00 RECYCLING CONTAINERS 32 gal. $1.00 90 gal. $2.50 MOIITHLT COIITAlIIBR MAINTBIIAKCB "BES Capacities in between these value. can be obtained by interpolation. Capacities out.ide of these value. can be obtained by extrapolation. JII ," . i! 43 EXHIBIT III DI8CLOSURE OJ' SERVICB RA TEa I "Regulation By: ronroe County" The term. and condition. or this commer~ Solid W...te Collection Service A&reementl Roll-off Collection Service Agreement are regulated by a Collection Agreement granted by Monr~oe 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 rent the Commercial Collection Container from the Franchisee at the maintenance fee approved by the Board. If the customer chooses to use a Compactor. the customer may rent, lease or own the C?mpactor from any source. provided that the Compactor can be serviced by the Franc.,l].isee's collection equipment. Commercial collection Containers and Compactors shJu be maintained in a service3..ble. 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. 44 "RATES FOR SERVICE DISCLOSURE" A RATES FOR SERVICES disclosure statement shall be completed and issued to each Customer receiving Commercial Solid Waste Collection Service. Roll-Off Collection Service, or Special Service.. Upon initial signing of a contract 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 of the Container; and the cost per month for each Special Service required by the customer. , , I ,I } j 45 "RATE..... FOR SERVICES DISCLOSURE STATEMENT" Franchise Name: Customer Name: Customer Address: Customer Phone It: Level of Service: I I 1 / Date of Agreement: Service Date: Begin: End: ~ Monthlv Cost 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 II THESE SERVICES ARE PROVIDED UNDER A FRANCHISE AGREEMENT REGULATED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY. SHOULD YOU HAVE ANY QUESTIONS RELATING TO THESE RATES. PLEASE CALL THE DIVISION OF ENVIRONMENTAL MANAGEMENT. CUSTOMER SERVICE OFFICE AT (305) 292-4554. 46 EXHIBIT IV PAYIIElfT ADJUSTMENT An annual adjustment shall be applied to the base residential and commercial collection rates as shown in Exhibit II and as provided within this Agreement. The "Refuse Rate Index (RRI)" adjustment shall be calculated in the following manner: 1) The Franchisee will submit an audited financial statement to the County no later than one hUIldred twenty (120) days following the end of the calendar year. The revenues and expenses of the Franchisee pursuant to the collection of solid waste and recyclable materials generated within the Service Area for the previous calendar year shall be prepared in the format as designated in Exhibit V. 2) The expenses ofthe Franchisee shall be broken down into one of the following five cost component categories: Labor. Fuel, Vehicle Replacement, Maintenance, and AIl Other. Each dost component category is assigned a weighted percentage factor based on that cost component's percentage total of all cost component categories. Note 1: The "All Other" category includes the balance of revenue dollars to cover normal overhead expenses. This portion will be adjusted by 75% of the percentage change in the Index. Overhead includes: All insurbce including general liability. fire. truck I damage, extended coverage afid employee group medical and life; rent on property, truck licenses and permits; real and personal property taxes; telephone and other utilities; employee uniforms; safety equipment; general yard repaits and maintenance expenses; customer billing expenses; office supplies; postage; trade association dues and subscriptions; advertising; employee retirement or profit sharing contributions; and miscellaneous other expense. 3) The following indexes are used to calculate the adjustment for each cost component catege,ry. The change in each index shall be calculated on a January 1 through December 31 basis for the previous year. il 1 47 j " COST COMPONENT Labor INDEX Establishment Data-Hours and Earnings: Sanitary Services (SIC 495) Average Hourly Earnings SOURCE Employment and earnings (E&E). Published Monthly by Bureau of Labor Statistics. (BLS) Fuel Vehicle Replcmt. Maint. All Other (Note 1) INDEX Consumer Price Index Consumers, Gasoline SOURCE Monthly Labor Review Statistics. (BLS) (CPI) (Unadjusted) U.S. City Average, All Urban (MLR). j Published Monthly by Bureau of Labor INDEX Producer Price Index (PPI). Trucks over 5 tons GVW (Code 141106) SOURCE Producer Prices and PRICE Indexes, Published Monthly by Bureau of Labor Statistics. (BLS) INDEX 1/3 LABOR: Same as Labor above. Consumer Price Index (CPI) (Unadjusted) U.S. City Average. All Urban Consumers. SOURCE Employment and Earnings (E&E) 2/3 PARTS: Maintenance and Repair SOURCE Monthly Labor Review (MLR) INDEX 3/4 Consumer Price Index (CPI). U.S. City Average. (Unadjusted), All Urban Consumers. All Items., SOURCE Consumer Price Index Detailed Report. Published Monthly by Bureau of Labor Statistics. (BLS) If any of these indices become obsolete during the term of this contract. an alternative, related index may be used, as agreed upon between the Franchisee and the County. 48 . 4) The percentage weight for each cost component is multiplied by the change in each appropriate index to calculate a weighted percentage change from January to December for each coat component factor. The weighted percentage changes for each cost compo~ent are added together to calculate the Refuse Rate Index (RRI), as follows: RRI Sam pie Cost Weight Source % Weighted % Component 1 Change Change Labor 133% E&E SIC495 Avg 1.20% 0.40% Hourly Earnings Fuel and Oil 17% MLR-Oasoline -9.17% -0.64% Vehicle 14% PPI-Trucks 3.74% o 52% Replacement I Maintenance Parts 113% 2/3 MLR Auto 3.21% 0.42% & Equipment 1/3 Labor All Other '* 33% CPI-AlI Items 1.84% O'~OI ~S.% J Total 100% RRI-~\' I 3Cjt-O -, t 7'19 0';; 3 (.. I . 1//73 '165'1 /. /5IN /. /5% At the end of the first year of this Agreement the adjustment shall be made solely on the RRIj the second and sub~equent adjustments shall be the lesser of the actual increase in the Franchisee's cost dr the RRI. '~ J/;( ~v~ ..UlJ) ~~t''Jff tJafJA/. .' 6n2' ~t udkd ('~y:J&Jid;w!:l do W.dJ /M7~ {]tJ)l!/lI}?Jtf:?21: /kJ /2<J ~d ~~ulu ~k , 49 J EXHIBIT V AKlfUAL J'DfAKCIAL REPORTIlIO FORMAT t ( .. .. . ... The Franchisee shall submit to the Franchisor a certified comparative operating cost statement prepared in accordance with senerally accepted accountinSstandard.. The Franchisee shall disclose as part of the Statement of Income and Expense all methods of allocations used to distribute costs between commercial and residential operations. The di~closure shall be in narrative form and include the baai. for the allocation method. . The Franchisee shall provide a description of the expenses classified as Other Operating Costs and Other General and Administration. 1 ) Any allocations made will need to be disclo:Jd in a narrative format. along with the basis for those allocations. Additionally. it is understood that each Franchisee .hall utilize the accrual basi. of accounting for income and expenses. Attached is the required format for financial statement reporting in accordance with this Franchise Agreement. 50 . J / Uevenuell: (list by type) Total Revenue .Franchisee) Statement ollllcome alld Expen.es For (mollth, year) ellded (mollth, year) . . R.peD". aDel a.aual 6 Allmlal.t.ratlve Costa: Empwy~'wa~ . Employ~' inllurance-lI"Oup . Employ~' miecellaneous eXJlen.e . ~lnployee.' payroll taxee . I'Anployee.' uniform. and laundry . ~lnploy~' profit .harinc plan . Depreciation-vehicle . Fuel to . Vehicle insurance . Vehicle licenlle, tap and tax . Depreci.tion-equipment . ltepair plll'ts and maintenanco . Shop .upplies . 'I'iree and tubes $ Depreciation-facilitiee . Depreciation-office equipmont . Depreciation-containera . Accounting . Bad Debtll . ~~~ . ....r.nchi.e feell-County . In.urance-general . I~l . Other Operat.ing Colltll . OfTlCe J.;xpenllo $ Profit IIharing plan adminil'ltration $ POlItqe and freilht $ Rent $ ~ty $ Taxee and licenllOll $ Telephone $ lJtUUtiee . Office IlIllariOll . <>mce in8urance-!JI'Oup $ (>ftice payroll taxee . Office uniforms and laundry $ Oftice profit .haring plan . Adverti.ing . Donationl!l $ DUell and lIubecriptionll $ Travel, entertainment and promotion $ Interellt . Amorti7.ation . Manapment Fee . Other general and administration coetll $ Total operatingexpen.811 and tcneral and adtninil!ltra};t..fre cost.l!l . Income before Provillion for In<>>me Taxes . Provi.ion. for Income Taxes $ Net Income $ "The Aocompsnyilll Notes are an Intogral Part of thi" Statement" 51 ):1 .1 f , . EXHIBIT VI 8PECIAL SBRVICES Rolling Out Container (and returning $3.00 it to original location) Back Door Service (Re8idential Negotiable Curbside Only)* Opening (and ~losing) Doors or Gates $1. 00 Locks for Containers $10.00 (one time) Charge for Replacements baaed 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 yard 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 RATES DETERMINED BY THE FRANCHISOR Rate Per Service * There will be no charge for those residents medically unable to bring solid waste or recyclables to curbside as delineated in Section 4. Back Door service to all other customers may be offered by the Franchisee. Determination of necessity of locking mechanisms is based on customer requirements. ** ) 52 EXHIBIT VII PERFORIIAlfCE BOND SLIDING SCALE Gross Revenues (Minus Disposal Fees paid to the Franchisor) Performance Bond Required in Millions of Dollars , 2.5 - Above $400,000 1.5 - 2.5 $300.000 .. .5 - 1.5 $200.000 .0 - .5 $100.000 , ) u ) 53 11 .' .. to' SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 . MONROE COUNTY, FLORIDA ETHICS CLAUSE Jack Hrad retained or otherwise had act on his/its behalf any former County officI warrants that he/it has not employee County officer or employee in violation of Section 3 of Ordinance No. or employee in violation of Section 2 of Ordinance No. 10-1990 or any , ! 10-1990. For breach or violation/of this provision the County may, in in its discretion, deduct from the contract or purchase price, or its discretion, terminate this contract without liability and may also, gift, or consideration paid to the former employee. otherwise recover, the full amount of any fee, commission, percentage, (signature) Date: LZtf r- (111 STATE OF FLORIDA COUNTY OF MONROE Subscribed and sworn to (or affirmed) before me on Qqgvs r ~ 1~9~ Jack Hrad (date) by (name of affiant). ~Sheas personally known to~or has produced as identification. (type of identification) OI'FICI^1. NOfAR S~^1. H.FA~OR K STAI'UcS .AWf !'UIII.lC STATE OF FlORIDA N01.(. '}"UCjc,\ ('():-"1"1I~.;S10N NO. C . ~... . ., -. . .XI' SFlY(" l'l.ll)<)(, MY C< 'i\1 ;v\l',',ION J, .... ___.__ - -~---_.-.- r/ JZ.e.,~~ ~~ ,.,a~.P-rtL./ NOTARY PUBLIC / ELEtiA.XJ.e. K. :5rn~L€"S MCPI4 REV. 2/92 '/~ SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AtITHORlZED TO ADMINISTER OATHS. Monroe County (prlal Dame or llle pubUc eDtllyl 1. This sworn statement is submitted to by Jack Hrad (prlDtIDdlvid..al', Dame aDd title] Ocean ~eef Club, Inc. (prlDt DIme or eDtUy ,..bmlUIDI ",om .tatemeDII ror whose business addreu is 31 Ocean Reef Drive Suite C-300 Key Largo, FL 33037 / I and (if applicable) its Federal Employer Identification Number (FEIN) is (If tbe eDtity bas no FEIN, iDelude tbe Social Security Number of tbe iDdividualsipinC tbis sworD /' statement:___ .) 2. I understand that a ffpublic entity crime" as defined in Paragrapb 287.133{I)(C). Florida Statutes. means a violatioa of aay state or federal law by a person with respect to aDd directly related to tbe tr....ctiOD of basiaess with any public entity or witb an agency or political subdivision of any otber state or of the Vnted States. iaeludiac. but not limited to, any bid or contract for goods or services to be provided to aay public eatity or an aceacy or polilical subdivision of any otber state or of the United States aad involving antitrust, fraud. tbeft., bribery, collusion. racketeering. conspiracy. or material misrepresentation. 3. I understand thatffconvictedff or "conviction" as defined in Paragrapb 287.133{I)(b), Florida Statutes, meaas a fiadiag of guilt or a conviction of a public entity crime. witb or witbout an adjudication of guilt, ia any Cederal or state trial court of record relating to cbarges brought by indictmeDt or informatioa after July 1, 1989. as a result oC a jury verdict. Donjury trial, or eDtry of a plea of guilty or nolo coateDdere. 4. I uDderstand tbat aD ffamliate" as defiDed ia Paragrapb 287.133(1)(a), Florida Statutes. meaas: 1. A predecessor or successor of a persoa convicted of a public eDtity crimej or 2. An entity under tbe control of any natural person who is active in tbe managemeDt of the eatity aDd wbo has been cODvicted of a public eDtitycrime. The term "a!Jiliateff iacludes tboseoflicers, directors. executives, partners, sharebolders, employees, members, and ageDts wbo ate active in tbe managemeDl of aD amliate. The owaersbip by one person of sbares constituting a controlling interest in anotber person, or pooling of equipment or income amonl persons wben not for fair market value under an arm's lenlth agreemeat, sb.U be a prima racie case that one person controls anotber person. A person who knowingly enters iDto a joint venture with a persOD who bas been convicted of a public entity crime in Florida during tbe preceding 36 montbs sball be cODsidered an affiliate. 5. I understand tbat a "perso~" as defined in Paragrapb 287.133(1)(e), Florida Statutes. meaasaDY natural persOD or entity organized uader ttie laws of any state or of tbe United States with tbe leeal power to eater into a bindiog cODtract aDd wbich bids or ,pplles to bid on contraels for the provision ofgaods or services let by a public entity, or wbicb otberwise traDSaelr or applies to transact busincss with a public entity. The term "persoo" includes those officers, directors. executi eSt partners, sbareholders. employees, members. and agents who are active io manalemeot of aD entity. Co. ....~~..t un In'''..tnlo.lon .......... IM...(. ..... .t.t."I~"t ,,,,;...kh I ..... .......~ submitting this Swom su H~Ut. (Indicate which statement applies.) '41."" I. l.r-ue la relation (0 the en&.j .. ... : .~ ----4- Neither the entity submittin2 this SWorn statement. nor any of its officers, directors, executives, partners, shareholders. employees, members, or agents who are active in the managemeot of the eotity, nor any aftiJjate of the entity bas been charged witb and convicted of a public entity crime subsequent to July 1. 1989. -- The entity submUtine tbi. sworn statement, nor any of its officers, directors, exectutives, PArUlers, SharehOlders, employees, members, or a2ents who are active in the management of the entity. Dor an aftiliate of tbe entity has been cbarged with aDd convicted of a public entity crime subsequent to July 1. 1989. - Tbe entity submitting this SWorn statement, or One or more of its officers. directors, executives, partners, sbareholders, employees. members. or agents who are active in the management of the entity. or an affiliate of the entity bas been charged with and convicted of a public entity crime subsequent to J~y 1. 1989. However. there has been a subsequent proceedin2 before a Hearing Officer of the State of Florida, Divisioa of AdmiAistrative Hearings and the Final Order entered by the Hearing Officer determined that it WAS DOt in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (attach a copy of the final order) I UNDERST ANDTIIA TTIIE SUBMISSIONOFTIUS FORM TO THE CONTRACTlNGOFFlCERFORTHE PUBLIC ENTITI:' IDENTIFIED ON PARAGRAPH 1 (ONE) ABOVE IS FOR TIIA T PUBLIC ENTITY ONL Y AND. TIIA T TIDS FORM IS VALID THROUGH DECEMBER 31 OF TIlE CALENDAR YEAR IN WInCH IT IS FILED. I ALSO UNDERSTAND TIIAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION287.017, FLORlDAST A TVTFS FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMA nON CONTAINED IN TInS FORM. w;f[) // (signature) Sworn to and subscribed before me this6'M day of AUGOST Personally known / ,19 9~. ~~~ OR Produced identification NotID Public - State of ~O"t:f C'OVNnf ~ Jf.tt:J Al. t:: My Commission expires ~ I q 1'?9 ~ ./ El..eA^-fJe K STAI'LES (Printed typed or stamped commissioned name of notary public) (Type of identification) r ._----, ,.i:1\'I" :.~.~(-ji',.;. .'~-;-:::\1-'-- i HJ:I',:..;{;r'~f(~.';"!'il...'- 1 \111..::.,.... n'I.!j I',. . sr/\';, ;)1.' "'.,I,lRID;\. ( O.\f\f l::~;I()N f\J(). c.. ( . .':'0'/.:] __~~~~.~I\;h~;,( Ii'J EX;'. ';;.:1'1' I" I'nt. ........-.-.----...-.-:--- rf Form PUR 7068 (Rev. 06/11/92)