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'686t It Jaqwa^ON UD 'SV3H3HM : H ~ 3 S S 3 N ~ I M "lIaasI4:)ueJ:~1I paTTE:> J8lJeura.Iatt I "8Ul 'aJ-r:1\Jas resodsrG pueIS pue u.IOSr'll:>UEJJIu paTTE8 Ja=+JEuTaJall 'eprJOTd JO dlB=+S at{+ JO u01"s~^Ipqns TE:>1"=+ITOd e I ^+11no8 C}C)JtlOltJ ].0 s.1a'lloIssTww08 ^~unoo JO p.lEog a4=+ u88M~aq '6861 I Jaqma1\ON JO ^ep =+St sI4=+ o=+uI paJ8+ua pue apew '~N~W~3H8V SIH~ vaIHO~~ '^~NnO~ ~OHNOW ~NaWgaH8V NOI~aa~~O~ a~SVM aI~OS . "' C. Commercial Collection Service shall mean all Collection Service other than Residential Collection Service as hereinafter defined. D. Commercial Solid Waste shall mean any mixture of Garbage, Trash and Rubbish that is not Residential Solid Waste. E. Container shall mean and include any container designed or intended to be mechanically dumped into a loader packer type garbage truck. F. Collection Agreement shall include this document. All amendments 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. G. Contract Administrator shall be appointed by the Franchisor. H. County shall mean Monroe County, Florida. I. Dwellina Unit shall mean any individual residential living type of structure or building unit with kitchen facilities capable of being utilized for residential living other than a hotel or motel unit. J. Franchisee shall mean that person or entity that has obtained from the Franchisor a franchise, contract or permit to provide residential and/or commercial solid waste collection services. K. Franchisor shall mean the Board of County Commissioners of Monroe County. ? L. Garbage shall mean all kitchen and table food waste, animal or vegetative waste that js attendant with or results from the storage, preparation, cooking or handling of food materials. M. Garbage Receptacle shall mean any commonly available light gau.ge steel, plastic or galvarlized receptacle of a nOll- a bsorben t ma ter ial , closed a t one end and open a t the ot her, furnished with a closely fitted top or lid, handle(s) and without any jagged or sharp edges. A receptacle also includes a heavy duty, securely tied, plastic bag designed for use as a garbage receptacle. Any receptacle including waste materials shall not exceed thirty-two (32) gallons in capacity or fifty (50) pounds in weight, 1.1nless a Franchisee implements an automated or seJni- automated collection system requiring the use of some other standard receptacle compatible with the Franchisee's equipment. N. Hazardous Waste means solid waste as defined by the State of Florida Department of Environmental Regulatiorl as a hazardous waste in the State of Florida Administrative Code Chapter 17-30. O. Hotel or Motel shall mean a structure or building unit(s) with kitchen facilities capable of being 11tilized for residential living where such unit or a group of such units is utilized at least fifty (50%) percent of the time for 'ITransient Occupancy" as such term is defined in Chapter 509, Florida Statutes, or its successor law. 3 P. Industrial Waste shall mean any solid waste accumulations of metal, metal products, minerals, chemicals, rock, cement, asphalt, tar, oil, grease, glass, crockery, rubber, tires, bottles, cans, lumber, sawdust, waste from animal packing or slaughterhouse, or other materials usually created by an industrial enterprise. Q. Biohazardous Wastes shall mean any solid waste or liquid waste which may present a threat of infection to humans. The term includes, but is not limited to, non liquid human tissue and body parts; laboratory and veterinary waste which contains human disease causing agents; discarded sharps, human blood, human blood products and body fluids. The following are also included: a) Used, absorbent mater ials such as bandages, gauzes or sponges that are supersaturated, having the potential to drip or splash blood or body fluids, from areas such as operating rooms, delivery rooms, trauma centers, emergency rooms or autopsy rooms; b) Devices which retain visible blood adhering to inner surfaces after use and rinsing such as intravenous tubing, hemodialysis filters and catheters; and 4 c) Other contaminated solid waste materials which represent a significant risk of infection that are generated in medical facilities which care for persons suffering from those rare or unusual diseases requiring strict isolation criteria and listed by the u.s. Department of Health and Human Services, Centers for Disease Control. rrCDC Guideline for Isolation Precautions in Hospitals," July/August, 1983. R. Multi-Family Dwelling Unit shall mean and include any building or structure containing two (2) or more Dwelling Units under one roof. s. Permitted Disposal Facility shall mean the place or places specifically designated by the Franchisor for the disposal of solid waste. T. Residential Collection Service shall mean service to all Dwelling Units, including but not limited to, single-falnily dwelling units, each living unit in a multi-family dwelling unit, condominium or cooperative association, each mobile home whether located in a mobile hOlne 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 url it. U · Resident ial Sol id Waste shall mean a mixture of Garbage, Rubbish and Trash resulting from the normal housekeeping activities of a residential unit. J:.- o v. Rubbish shall mean all refuse, accumulation of paper, excelsior, rags, wooden or paper boxes and containers I sweep-ups I and all other accumulat ions of a nature other than garbage, which are usual to housekeeping and to the operation of stores, off ices and other business places. Also r1.1bbish 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. w. Service Area shall mean that portion of the unincorporated area of the County as described in Exhibit I, for which the Franchisee has an executed Collection Agreement. x. Sludge shall mean a solid or semi-solid or liquid generated from any waste water treatment plant, water supply treatment plant, air pollution control facility, septic tank, grease trap, portable toilets and related operations, or any other such waste having similar characteristics or effects. Y. Special Waste shall mean those wastes that require extraordinary management. They include, but are not limited to, abandoned automobiles, used tires, waste oil, sludge, dead animals, agricultural and industrial waste, septic tank pumpings and Biohazardous and Hazardous wastes. z. Trash shall include the specific term "yard trash - regular" and "yard trash - bulk". AA. White Goods and Furniture means discarded refrigerators, ranges, washers, water heaters, bicycles and other similar domestic appliances and household goods generated from the property of a Dwelling Unit. 6 BB. Yard Trash - Regular shall mean vegetative matters generated from the property of a Dwelling Unit resulting from yard and landscaping maintenance and shall include materials such as tree and shrub trimmings, grass clippings, palm fronds ()r small tree branches which shall not exceed four (4) feet in length and/or four (4) inches in diameter. Such trash shall be bundled or placed in containers which are susceptible to normal loading and collection as other Residential Solid Waste. No bundle or filled container shall exceed fifty (50) pounds in weight. cc. Yard Trash Bulk 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, bag, or bundle due to the material exceeding the weight and size restrictions for regular yard trash. Bulk yard trash shall be of a'type as to be readily handled by the mechanical equipment of the Franchisee and bulk yard material shall not exceed six (6) feet in length. Bulk yard trash 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 carpet ing, cabinets 1 dry wall , lumber 1 panel ing, and other such construction related materials. Carpeting will be picked up by the Franchisee if cut to lengths of six (6) feet or less and bundled. Bulk yard trash does not include automobiles and automotive components, used tires, boats and internal combustion engines. In the case of a dispute between a Franchisee and a customer as to 7 what constitutes bulky yard trash, the situation will be reviewed and decided by the Contract Administrator whose decision will be final. 2. SERVICE PROVIDED BY FRANCHISEE: A. Exclusive Franchise Granted. The Franchisee is herein granted an exclusive franchise to provide Residential Collection Service and Commercial Collection Service in the Service Area as described in Exhibit I. No other entity except the Franchisee may offer or provide Residential Collection Service or Commercial Collection Service in the Service Area. The Franehisor agrees to assist the Franchisee in taking timely action against any entity violating the provisions of this Section. B. Service Provided By Franchisee. The Franchisee shall provide Residential Collection Service to all Dwelling Units in the Service Area. The Franchisee shall provide Commercial Collection Service in the Service Area. Adjustments to Service Area boundaries due to municipal annexation or contraction will be as provided by law. C. Responsibility For Service Billing and Collection. The Franchisor shall be responsible for the billing and payments for Residential Collection Service. The Franchisee shall provide biIling and collection services for Commercial Collection Services as provided herein. 8 D. Emergency Service lprovisions. In the event of a hurr icane, tornado, major storm or other natural disaster, the Contract Administrator may grant the Franchisee a variance from regular routes and schedules. As soon as practicable after such natl1ral disaster, the Franchisee shall advise the Contract Administrator when it is anticipated normal routes and schedules can be resumed. The Contract Administrator 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 equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster. Between May 1st and May 30th of any year that this Collection Agreement is in effect, the Franchisee shall furnish the Contract Administrator in a.format approved by the Contract Administrator a rate schedule for equipment and service for a clean-up of natural disasters or other such occurrences. The Franchisee shall receive extra compensation above the normal compensation contained in this Collection Agreement, after such has been approved by the Board, based on the rate schedule submitted to the Contract Administrator. Payment for these services shall be made by the Franchisor within ninety (90) days of the receipt of the billing by the Franchisor. 3. TERM: The term of this Contract shall be for a period beginning November I, 1989 and terminating September 3D, 1994. 9 4. SOLID WASTE COLLECTION )SERVICE: A. All Collection Services: (1) Conditions and Frequency of Service. All Residential Solid Waste including Yard Trash-Regular shall be properly containerized in Garbage Receptacles or tied in bundles not exceeding four (4) feet in length. No filled receptacle or bundle shall exceed fifty (50) pounds in weight. (Yard Trash - Bulk will be as defined in Section 1.CC) Residential Collection Service, except for permitted holidays, shall be provided twice per week with not less than forty-eight (48) hours nor more than seventy-two (72) hours between regularly scheduled pick- up days. Yard Trash - Bulk and White Goods and Furniture as defined in Section 1.CC and 1.AA 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. White Goods and Furniture and Yard Trash -Bulk must be placed at the usual accessible pick- up location. (2) Where Containers are used to provide Res iden t ial Co llect ion Serv ice, the leve 1 of serv ice should be sufficient to meet the needs of the customers in a safe and sanitary manner. 10 (3) In the JevenL the parties cannot reach an agreement, the Contract Administrator shall make a decision binding on both parties as to the level and type of service to be provided including the location and size of Containers and the required number of pick-ups per week. The Franchisee shall provide and bill the customer for the Residential Collection Service Containers at the maintenance fee approved by the Board in the approved rate schedule. (4) Accessibility. All Residential Solid Waste to be collected shall be placed within six (6) feet of ttle curb; paved surface of the public roadway, closest accessible public right-of-way, or other such location agreed to by the Franchisee that will provide a safe and efficient accessibility to the Franchisee's co]lection crew and vehicle. Where the resident of a Dwelling Unit is physically unable to deliver Residential Solid 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-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. I Il t t1e everl t an appropriate location cannot be agreed upon, the Contrac~ Administrator shall mediate the dispute and designate the location for pick-up. The Franchisee may provide 1 J additional service~ suCh as back door collection for an additional fee to be determined by the Franchisee and billed by the Franchisee directly to the customer. (5) Hours of Collection. Residential Collection Service shall be provided between the hours of 5:00 a.m. and 11:00 p.m. Monday through Saturday. For the purpose of this Section only, Multi-Family Dwelling Units receiving a containerized collection service and non- residential uses located adjacent to residential uses shall be considered residential collection and shall only be collected between the hours of 5:00 a.m. and 11:00 p. In. Monday through Sa turday. Other non-res iden t ial uses, may be co llected a t any time. The hours of collection may be extended due to extraordinary circumstances or conditions with the prior consent of the (~()ntract Administrator. (6) Routes and Schedules. For Residential Collection Service only, 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. In the event of a permanent C!lange in routes or schedu les that wi 11 al ter the day 0 f pi Ck-1.1P, the Franchisee shall immediately notify the cU.stamer affected 12 in wr i t ing or otr!er ntanner approved by the Corl t rac t Administrator not less than two (2) weeks prior' to the change. (7) Manner of Collection. The Franchisee shall collect Residential. and Commercial Solid Waste wi ttl as little disturbance as possible and shall leave any Garbage Receptacle at the same point it was collected. To be eligible for pick-up, Residential Solid Waste and Yard Trash-Regular must be placed in a Garbage Receptacle or properly bundled. Yard Trash - Bulk and White Goods and Furniture as defined in Section 1.CC and 1.AA 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. White Goods and Furniture and Yard trash Bulk must be placed at the usual accessible pick-up location. (8) 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. Each driver of a collection vehicle shall at all times carry a valid Florida driverls license for the type of vehicle that is being driven. 13 c. ThetFranchisee's name and office telephone number shall be properly displayed on a]] Residential and Commercial Solid Waste Collection vehicles. (9) Spillage. The Franchisee may refuse to collect any Res iden t ial or Commerc ial So 1 id Waste tha t .i s rlot contained within a Garbage Receptacle, Container or properly bundled as provided herein. The Franch.isee shall transport all Residential and Commercial Solid Waste in such a manner as to prevent the spi II ing or blowing from the Franchisee's vehicle. The Franchisee shall promptly clean up all spillage caused by the Franchisee. (10) Permitted Disposal Facility. All Residential and Commercial Solid Waste shall be delivered as designated by the Franchisor to the closest Residential and Commercial Solid Waste disposal site or facility to the Franchisee's Service Area. In the event the Franchisor or its designee should require the Franchisee to deliver to a disposal site or facility which is a greater distance than the nearest disposal site or facility, the Franchisor shall compensate the Franchisee for such additional directly related costs based on a cost per truck mi le anrluall y agreed upon by the Franchisor and Franchisee. 14 The Franchisee shall provide written'notice to the Franchisor by May 30th of each year the estimated cost of operation per truck mile which shall be in effect for the ensuing twelve (12) month period beginning July 1st. The Franchisor shall provide the Franchisee written notice of either approval or denial of the proposed cost by June 15th. If denied, the Franchisor and the Franchisee agree to negotiate in good faith and reach agreement regarding the estimated cost per truck mile. Such agreement shall not be unreasonably witrlheld by ei ther the Franchisor or Franchisee. If an agreement cannot be reached, the Franchisee may petition the Board of COUflty Commiss.ioners for a final hear ing Ofl the denial. Such decision by the Board shall be final. (11) Collection Equipment. The Franchisee shall have on hand at all times and in good working order such equipment as shall permit the Franchisee to adequately and efficiently perform the contractual duties specified in this Collection Agreement. Upon execution of ttlis Co llec t ion Agreement and annually thereaf ter , the Franchisee shall provide in a format specified by the Contract Administrator a list of the equipment used by the Franchisee to provide services relating to this Collection Agreement. Residential and Commercial Collect ion Serv ice equipment shall. be of the enc .lased loader packer type and all equipment shall be kept in 15 good repair, appearance condition at all times. and in a sanitary, clean The Franchisee shall have available reserve equipment which can be promptly put into service in the event of a breakdown. Such reserve equipment shall correspond in size and capacity to the equipment used by the Franchisee to perform the contractual duties. (12) Special Waste, Hazardous Waste, Biohazardous Waste and Sludge. The Franchisee shall not be required to collect and dispose of Special Waste, Hazardous Waste, Biohazardous 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 under this Collection Agreement, but if provided by the Franchisee shall be in strict compliance with all federal, state and local laws and regulations. (13) Holi(iays. The following days shall be hoJ.idays: Fourth of July, Labor Day, Thanksgiving Day, Chr istJnas Day and New Year I s Day. The Franchisee shall not be required to collect Residential Solid Waste or maintain office hours on these designated holidays. Residential Solid Waste not collected on the designated holidays shall be collected on the customer's next scheduled pick- up day after the holidays. 16 B . Commerc ial Collect,ion Service: The Franchisee shall, except as otherwise provided in this Collection Agreement, collect and dispose of all COJnlnerC ial So 1 id Waste in the Serv ice Area, except Spec i a 1 Waste, Hazardous Waste, Biohazardous Waste and Sludge, from or generated by any use as defined in Section 1.C of this Collection Agreement. Such Commercial Collection Service shall be governed by the following material terms: (l) Conditions and Frequency of Service. A minimum of once a week service is required of all customers, however, where Garbage, as defined herein, is generated, a minimum of twice per week collection is required. Such service shall be provided by mechanical Container as defined herein. However, where a customer generates one (1) cubic yard or less per week of waste, Garbage Receptacles provided by the customer may be uti 1 ized. Customers generat ing one (1) cubic yar(l {)r less per week shall be charged at the minimum cubic yard rate as established. The size of the Container and the frequency of Collection shall be determined between the customer and the Franchisee. However, size and frequency shall be sufficient to provide that no Garbage and Commercial Solid Waste need be placed outside the Container. Storage capacity shall be suitable for the amount of waste generated by the customer. In the event the parties cannot reach an agreement, the Contract 17 Administrator shall make a decision binding on both parties as to the level and type of service to be provided including the location and size of Containers and the required number of pick-ups per week. The Franchisee shall provide the Commercial Collection Service Containers at the maintenance fee approved by the Board in the approved rate schedule. All Commercial Solid Waste shall be placed in. a Container or Garbage Receptacle. 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 shall be kept in a safe, accessible location agreed upon between the Franchisee and the customer. Mechanically compacted Commercial Solid Waste shall not be placed by a customer in a non-compaction Container. (2) Method of Collecting. Collection shall occur on a regular basis with a frequency of pick-up as provided herein and the size of the Container to be agreed upon between the Franchisee and the customer. 18 (3) Level, ~ype~ and Disclosure of Rates for Commerc ial Collect ion and Other Serv ices. For Commerc ia 1 Co llect ion Serv ice and 0 ther non-res iderl t ial serv ices I a written agreement between the Franchisee and the ellS tomer shall be entered into regard ing the 1 eve 1 arl(j type of service to be provided and manner of collection of fees. The fees charged to the customer shall be in accordance with the rate schedule as shown in Exhibit II and as may be adjusted pursuant to the provisions of this Collection Agreement. The fees charged to the customer by the Franchisee may vary in accordance with the rate schedule in Exhibi t II based on changes in size of Containers and/or changes in frequency of Collection. The terms and conditions of such agreement shall be in compliance with all provisions of this Collection Agreement. The customer shall subscribe tol a level of service sufficient to meet the needs of the customer in a sanitary and efficient manner. However, upon failure of the parties to reach such an agreement, either party may apply to the Contract Administrator, who shall 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 be responsible for the billing and collection of Commercial Collection Service except as 19 otherwise prov ided in l this Co llec t ion Agreement. 'rhe wri tten agreement between the Franchisee and the customer shall contain a separate page as follows: IJREGULATION BY MONROE COUNTY" The terms and conditions of this Commercial Solid Waste Collection Service Agreement are regulated by a Collection Agreement granted by Monroe County. Should the customer have any questions relating to the terms and conditions of this Collection Agreement, the customer Inay call the Contract Administrator at the M~nicipal Service District Office. "COMMERCIAL COLLECTION CONTAINERS" The Franchisee shall provide the Commercial Collection Container and shall collect and maintain such container at rates approved by the Board. Commercial Collection Containers shall be maintained by the Franchisee in a serviceable and safe condition. However, should a customer cause damage to a Container, the customer will be responsible for compensating the Franchisee for the amount of the damages as determined by the Contract Administrator. 20 11 SPEIC IAL · SERVI CES II The Franchisee is not required to 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. Such special services may be provided by the customer, through its own or other personnel, or may be separately negotiated with the Franchisee. If negotiated wi th the Franchisee, such charge lnust be separately stated as item (c) under the "RATES FOR SERVICES" disclosure. "RATES FOR REGULAR SERVICE" The total RATES FOR REGULAR SERVICE under this Commercial Solid Waste Collection Services Agreement are as follows: (a.) COST OF COLLECTION (bl) COST OF DISPOSAL (c.) CHARGES FOR SPECIAL SERVICES REQUIRED BY CUSTOMER TOTAL COST: $ $ 21 5. CHARGES, RATES AND LEVEL OF .SERVICES: A. Residential and Commercial Rate Adjustments. For Residentjal and Commercial Collection Services, the charges shall be init.i;:llly based on the rates shown in Exhibit II, and as subsequer1tly adjusted pursuant to this Collection Agreement. The Franchisee shall receive an annual adjustment in the residential and commercial rates to conform with any increase or decrease for the prev.ious calendar year in the Uni ted States Department of Labor / Bttreau of Stat ist ics I Washington, D. C., Consumer Pr ice Index for Urban Wage Earners and Clerical Workers - All Items - (1982-84 = 100) for the Miami area. In no case shall the Consumer Price Index adjustment exceed seven (7%) percent. In addition to the annual adjustment to the base rate calculated using Consumer Price Index, the base rate shall also be adjusted to reflect the actual percentage change from October 1 through September 30 of the previous service year in the number of Dwelling Units receiving Residential Collection Service. The total rate adjustment shall be calculated by adding the current fiscal year Collection Contract base rate adjusted by total percentage change in the Consumer Price Index as described herein and the residential Dwelling Unit growth factor described above. 22 No change in any Residential or Commercial Collection Service rates, except for the annual adjustment as provided by this Section 5.A, sha.11 be made by the Franchisor except as otherwise provided in this Collection Agreement. The Franchisor shall implement the annual adjustment by Resolution as part of the Franchisor's annual budget adoption process. Annual rate adjustments shall be effective October 1st, unless otherwise mutually determined by the Franchisor and Franchisee. B. Franchisor's Obligation - Billing, Collection, Payments The Franchisor or its designee will be responsible for the billing and collection of payments for Residential Co llect ion Serv ices. The Franchisee shall be en tit led to payment for services rendered irrespective of whether or not the Franchisor collects from customers for such service. On or hefore November 1, 1989, and before commencement of work by the Franchisee under the terms of this Agreement, the Frarlchisor shall provide to the Franchisee a copy of the annual assessment roll or other appropriate document listing the Residential Collection Service Dwelling Units to receive service. Thereafter and for the duration of this agreement, the Franchisor shall promptly notify the Franchisee of new residential units to be served and/or deleted. This monthly payment will be due and paid to the Frarlchisee no later than the tenth (lOtrl) day of the mOflth following the month during which services were rendered. 23 c. Solid Waste Disposal Costs. Commercial Solid Waste Co 11 ec t ion Serv ice di sposal costs shall be separated from Commercial Collection Service costs as shown in Exhibit II. Residential disposal costs will be part of the special asseSSlnent billed by the Franchisor. Commerc ial d i sposa 1 costs will be part of the service charge r)illed by the Franchisee until September 30, 1990. The Franchisee will pay the Franchisor for Commercial Solid Waste disposal until September 30, 1990, based on the calculation shown in Exhibit II. Beginning October 1, 1990, commercial solid waste disposal costs will be billed and collected by the Franchisor. If the Franchisor is unable to implement the system to provide for the collection of commercial solid waste disposal costs by October 1, 1990, the Franchisee wi 11 con t inue to bi 11 commercial customers for solid waste disposal costs until the Franchisor implements its billing system. D. Extraordinary Rate Adjustment. The Franchisee may petition the Franchisor at any time for an additional rate adjustment on the basis of extraordinary and unusual changes in the cost of operations that could not reasonably be foreseen by a prudent operator. The Franchisee I s request shall contain substantial proof and justification to support the need for the rate adjustment. The Franchisor may request f~om the Franchisee such further information as may be reasonably necessary in making its determination. The Frarlchisor, act ing reasonably, shall approve or deny the request, in whole or in part, within sixty (60) days of 24 receipt of the request ,and ~ll other additional information required by the Franchisor. 6. OFFICE: The Franchisee shall maintain an off.ice within Monroe Courl ty where complaints can be rece i ved. It sha 11 be equ ipped with sufficient telephones, and shall have responsible persons in charge and shall be open during normal business hours, Monday through Friday. The Franchisee shall provide either a telephone answering service or mechanical device to receive customer inquiries during those times when the office is closed. 7. SERVICE INQUIRIES AND COMPLAINTS: A. All service inquiries and complaints shall be directed to the Franchisee. All service complaints will be handled by the Franchisee in a prompt and efficient manner. In the case of a dispute between a Franchisee and a customer, the matter will be reviewed and a decision made by the Contract Administrator. B. The Franchisee will maintain a written record of all inquiries and complaints on forms provided by the Franchisor. The following information will be provided for each inquiry o~ complaint: Date; time of call; person calling; address of person call ing; telephone number of person call ing; reason for inqu.iry or complaint; and action taken by Franchisee. The Franchisee will, by the tenth (10th) day of each month 25 file with the Contract ~dministrator a copy of the completed forrns for all inquir ies and camp la irl t s rece i ved by the Franchisee during the preceding month. C. The Franchisee shall provide the Contract Adm~nistrator with a report of the disposition of any unresolved complaint involving a claim of damage to private or public property as a result of actions of the Franchisee's employees, agents or subcontractors. 8. FILING OF REQUESTED INFORMATION AND DOCUMENTS: (1) In addition to any other requirements of this Collection Agreement, the Franchisee shall be required to file pertinent information pertaining to Residential and Commercial Collection Services that is requested by the Franchisor to comply wi th the provisions of Section 403, F. S. and other regulations promulgated thereunder. (2) The Franchisee shall file and keep current with the Franchisor all documents and reports required by this Collection Agreement. During the month of September for each year this Collection Agreement is in effect, the Franchisee, based on a list provided by the Franchisor, shall ensure and certify to the Franchisor that all required documents such as, but not limited to, certificates of insurance, audits, p~rformance bond or letter of credit, route schedule and maps, drivers license certifications, and list of collection equipment vehicles, Franchisor. are current and on file with the 26 9. PERMITS AND LICENSES: The Franchisee shall obtain, at his own expense, all perIni ts and 1 icenses requIred by law for trle :b'rancbisee' s operation under this Collection Agreement and maintain the saIne in full force and e f fee t . 10. PERFORMANCE BOND: The Franchisee, if required, shall furnish to the Franchisor a performance bond executed by a surety company licensed to do business in the State of Florida and/or an irrevocable letter of credit issued by a local bank for the fai thful performance of this Collection Agreement and all obligations arising hereunder in an amount as shall be determined by Franchisor. In no event shall the amount of the performance bond or letter of credit, if required, exceed the amount of Residential and Commercial Collection Service revenues collected by the Franchisee in the Service Area during the previous fiscal year. The irrevocable letter of credit or bond provided hereunder, each may be substituted for the other upon approval by the Franchisor. The form of this bonc! or letter of credi t shall be acceptable to the Franchisor's attorney. 11. WORKER'S COMPENSATION INSURANCE: Worker's Compensat ion coverage must be maintained iD acc{Jrdance with statutory requirements as well as Employer's Lial)ility Coverage in an amount not less than $100/000.00 per incJrlent. 27 12. LIABILITY INSURANCE: The Franchisee shall, during the term of this Agreement, and d.ny extensions hereof Inaintain irl full force and effect general and automobile liability insurance, which specifically CC)Vf'rs d.ll exposures inciderlt to the Franchisee's operat ions undpr this contract. Such insurance shall be with a company ratf-?(l "A" or better by Best Rating Service and in al1 dlnour1t of not less than $1 /000/000.00 Combined Single Liln_i t for personal injury, inc 1 uding death, and property dalnage liability and shall include but not be limited to coverage for Premises/Operations, Products/Completed Operations, Contractual, to support the Franchisee's agreement or indemnity and Fire Legal Liability. 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 cancelled, limited or non-renewed until after thirty (30) days written notice has been given to the FrarlChisc)r. Current cert i f icates of insurance ev idenc ing reqllired coverage must be on file with the Franchisor at all times. Franchisee expressly understands and agrees that any insurance protection furnished by Franchisee shall in no way limit its responsibility to indemnify and save harmless Franchisor under the provision of Paragraph 13 of this Agreement. 28 13. INDEMNITY: The Franchisee will hold the Franchisor harmless from any and a 11 1 iabi 1 i ties, losses or damages the Franch isor rnay sufter as a result of claims, demands, costs or j"lldgments a.ga il'lSt the Franchisor arisirlg out of the negligence or omission of the Franchisee or its employees, which said lialJiIities, losses, damages, claims, demands, costs or judSJlnent arise directly out of the matters which are the subject of this Collection Agreement and the work to be performed thereby. The Franchisee shall in no way be responsible for or in any way indemnify or hold the Franchisor harmless for any act, omission, negligence or other liability caused by the act or omission in whole or in part of the Franchisor or anyone of its employees or agents. 14. BOOKS AND RECORDS: The Franchisor or its designee shall have the right to review on three (3) days written notice all records maintained by the Franchisee pertaining to this Collection Agreement. An annual audit of the books and records by a Florida independent certified public accounting firm prepared in accordance wi th generally accepted account ing pr inc iples, pertaining only to each individual Collection Agreement and Service Area, shall be delivered to the Franchisor within one hundred and twenty (120) days of the twelve (12) month period end ing the Franchisee IS fiscal year I unless an extension should be approved by the Franchisor. No rate adjustments of 29 any type will be grante~ to ~he Franchisee unless all required audits have been filed in a timely manner. 15. 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. 16. NOTICE: A letter addressed and sent by United States Mail Return Receipt to either party at its business address shown hereinabove or hand delivered with a signed receipt shall be suff icient notice whenever required for any purposes in" this Collect ion Agreement, except where otherwise herein designated by telephone. 17. DEFAULT OF CONTRACT: A. The Franchisor may cancel this Collection Agreement, excppt as otherwise provided below in this section, by giving Franchi see thirty ( 30) days advance wr i t ten not ice, to be served as hereafter provided, upon the happening of anyone of the following events: 30 1. Franchisee shall take the benef it of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary peti tion in bankruptcy or a pet it ion or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy laws or under any other law or state of the United States or any state thereof, or consent totlle appointment of a receiver, trustee or liquidator of all or substantially all of its property; or 2. By order or decree of a Court, Franchisee shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders of the Franchisee, seekirlg j. ts reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United States or of any state thereof, provided that if any such judgment or order is stayed or vacated within sixty (60) days after the entry thereof, any notice of cancellation shall be and 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 31 3. By or pursuant to or under authority of any legislative act, resollltion or rule or any order or decree of any Court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of the Franchisee, and such possession or control shall continue in effect for a period of sixty (60) days; or 4 . The Franchisee has defaul ted, by fai 1 ir1g or refusing to perform or observe the terms, conditions or covenants in this Agreement or any of the rules and regulations promulgated by the Franchisor pursuant thereto or has wrongfully fai led or refl1sed to campI y with the instructions of the Contract Administrator relative thereto and said default is not cured within thirty (30) days of receipt of written notice by Franchisor to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Franchisee of written demand from Franchisor to do so, Franchisee fai Is to commence the remedy of such default within said thirty (30) days following such written notice or having so commenced shall fail thereafter to continue with diligence the curing thereof (with Franchisee having the burden of proof to demonstrate [a] that the default cannot be cured within thirty (30) days, and [b] that it is proceeding with diligence to cure said default, and 32 such default will be cured within a reasonable period of time. B. However, notwithstanding anything contained herein to the contrary, for the failure of Franchisee to provide ColJection Service for a period of five (5) consecutive scheduled working days, the Franchisor may secure the Franchisee's billing records on the sixth (6th) working day in ()rder to provide interim collection services until SUCfl time as the matter is resolved and the Franchisee is aga. in able to perform pursuant to thIs Collect ion Agreernerlt; provided, however, if the Franchisee is unable for any reason or cause to resume perforlnance at the end of thirty (30) working days all liability of the Franchisor under this Collection Agreement to the Franchisee shall cease and this Collection Agreement may be deemed immediately terminated by the Franchisor. c. Notwithstanding the foregoing and as supplemental and additional means of termination of this Collection Agreement undpr this Section, in the event that Franchisee's record of performance shows that Franchisee has frequently, regularly or repetitively defaulted in the performance of any of the covenants and condi tions 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 deelned a "habitual violator", shall forfeit the right to any further notice or grace period to correct, and all of said defaults shall be 33 considered cumulative and collectively, shall constitute a concli t ion of irredeemable default. The Franchisc)r shall thereupon issue Franchisee final warning c i t ing the circumstances therefore, and any single default by Franchisee of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate ternlination of this Collection Agreement. In the event of any such subsequent default, Franchisor may terminate this Collection Agreement upon the giving of written Final Notice to f~'ranchisee, such cance lla t ion to be ef fec t i ve upon the fifteenth consecutive calendar day following the date of Final Notice, and all contractual fees due hereunder plus any and all charges and interest shall be payable to said date, and Frarlch isee shall have no fl1r ther r igh ts hereunder. Immediately upon receipt of said Final Notice, Franchisee sha11 proceed to cease any further performance under this Collection Agreement. D. In the event of the aforesaid events 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 Collection Agreement shall be deemed immediately terminated and upon such terminat ion all 1 iabi 1 i ty of the Franchisor under this Collection Agreement to the Franchisee shall cease, and the Franchisor shall have the rigrlt to call the performance bond and shall be free to negotiate with other Franchisees for the operation of the 34 her(-~ .in spec i f ied services. The Franchisee for fa i 1 ure to perform shall reimburse the Franchisor all direct and indirect costs of providing interim collection service. 18. MODIFICATIONS TO COLLECTION AGREEMENT DUE TO PUBLIC WELFARE OR CHANGE IN LAW: The Franchisor shall have the power to lnake changes in this Collection Agreement as the result of changes in law and to impose new and reasonable rules and regulations orl the Franchisee under this Collection Agreement relative to the sco[)e and methods of providing Residential and Comlnercial Collection Services as shall from time to time be necessary and desirable for the public welfare. The Franchisor shall give the Franchisee reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method of providing Residential and Commercial Collection Services as referenced herein shall also be 1 i berall y construed to inc 1 ude , but is not 1 imi ted to the manner, procedures, operations and obligations, financial or otherwise, of the Franchisee. The Franchisor and Franchisee understand and agree that the 1988 Florida Legislature has made comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Collection Agreement. Nothing contained in this Collection Agreement 35 shall require any party to perform any act or function contrary to law. The Franchisor and Franchisee agree to enter into good faith negotiations regarding modifications to this Collection Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law. When such modifications are made to this Collection Agreement, the Franchisor and Franchisee shall negotiate in good faith, a reasonable and approprjate compensation for any additional services or other obligations req"u.ired of the Franchisee due to any modification in the Collection Agreement under this Section. The Franchisor shall not llnreasonably withhold agreement to such cOlnpensation. At the sole option of the Franchisor, the scope of services inc.luded under the provisions of this Collection Agreement may be ~mended to include residential and/or commercial recycling co 11 ec t ion services and/or the process ing and/ or marke t irlg of recyclable materials to include, but not be limited to, newspapers, glass, aluminum, metal cans, plastics and corrugated cardboard materials. Should the Franchisor exercise this option, the Franchisee and the Franchisor agree to negotiate in good faith the terms and conditions of service and the amount of compensation to be paid to the Contractor for providing the services. If the Franchisor and the Franchisee fail to reach an agreement within sixty (60) days from the initiation of such negotiations, the Franchisor may solicit proposals from other persons to undertake residential and/or commercial recycling services as are determined and required by the Franchisor. 36 19. RIGHT TO REQUIRE PERFORMANCE: The failure of the Franchisor at any time to require performance by the Franchisee of any provisions hereof shall in no way affect the right of the Franchisor thereafter to enfnrce the same. Nor shall waiver by the Franchisor of any breach of any provisions hereof be taken or held to be waived of any succeeding breach of such provisions or as a waiver of any provision itself. 20. TITLE TO WASTE: The Franchisor reserves the right at all times to hold title and ownership to all Residential 'and Commercial Collection Services Solid Waste collected by the Franchisee pursuant to this Collection Agreement. 21. LAW TO GOVERN: This Collection Agreement shall be governed by the laws of the State of Florida. 22. COMPLIANCE WITH LAWS: The Franchisee shall conduct operations under this Collection Agreement in compliance with all applicable laws. 23. ILLEGAL PROVISIONS: If any provisions of this Collection Agreement shall be declared illegal, void or unenforceable, the other provisions shall not be affected but.shall remain in full force and effect. 37 24. ASSIGNMENT AND SUBLETTING: No assignment of this Collection Agreement or any right occurring under this Collection Agreement shall be made in whole or part by the Franchisee without the express written consent of the Franchisor. The Franchisor shall have full discret ion to approve or deny, wi th or wi thou t cause, any prOf)Osed assignment or assignment by the Franchisee. Any assignment of this Collection Agreement made by the Franchisee without the express written consent of the Franchisor shall be null and void and shall be grounds for the Franchisor to declare a default of this Collection Agreement and immediately terminate this Collection Agreement by giving written notice to the Franchisee I and tlpOn the date of such not ice this Collection Agreement shall be deemed immediately terminated, and upon such terminat ion all 1 iabi 1 i ty of the Franchi sar under tllis Collection Agreelnetlt to the Franchisee shall cease, and Franchisor shall have the rjght to call the performance bond arlcl shall be free to negotiate wi th other Francll.isees or any other person or company for the service of the SE~rvicE~ Are<:1 which is the subject of this Collection Agreelne!1t. In t fiE' E~VE~rl t (> f clrlY ass i grlmE~rl t , ass i grlE~E~ srla 11 f llll Y a~; StlffiEl a 1 .1 the liabilities of the Franchisee. I tis t [1 E~ i r 1 t e r1 t 0 f t [1 e I> art .i E~ s t [1 a t r 10 F1 r a rl c :b j s e fa , whether by itself or through its parent(s) or holding C(~nlE}arlies, shall at ar1Y t:inlE~ rl(>ld ()r rlave c()rltrol e)f more tl1arl two ( 2 ) Residential and Commercial Collection Service (;c)lIE~ctic)rl AgreemE~rlts with tl'1e Frar1chisor. For :purposes of 38 this Section, a parent: or- holding company shall mean any person, corporation or company holding or owning more than twenty five (25%) percent stock or financial interest in the Franchisee. 25. EFFECTIVE DATE: This Collection Agreement shall become effective November 1, 1989, and the Franchisee shall begin Residential and Commercial Collection Services as covered herein as of this date. The Franchisor recognizes that certain new residential services such as the collection of Yard Trash-Bulk and White Goods and Furniture will require that the Franchisee obtain certain specialized equipment to provide these services. The Franchisor recognizes that such equipment may not be available by November 1, 1989. In thi s regard I the Franchisee wi 11 prepare f or the Fran.chisor an implementatiorl plan to expeditiously phase in the additional services based on the availability of needed equipment and personnel. Compensation to the Franchisee for these services will not be paid by the Franchisor until the services are provided. Notwithstanding the above provisions of this section, the F~anchisee shall implement the collection of Yard Trash-Bulk and White Goods and Furniture in the Service Area no later than January 1, 19~~ Prior to January 1, 1990, the Franchisee's residential collection rate shall remain in affect at ~.3~per residential Dwelling Unit. II ?,3S 1:f 39 26. MODIFICATION: This Collection Agreement constitutes the entire corltract and understanding between the parties hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the parties hereto. 27. INDEPENDENCE OF COLLECTION AGREEMENT: 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 be and shall remain an independent contractor with respect to all services performed under this Collection Agreement. 28. MUNICIPALITY'S OPTION TO BE COVERED BY CONTRACT: The 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 under the terms of this Collection Agreement. The County and a I municipality that elects to be covered by this Collection~ Agreement shall enter into an interlocal agreement regarding the participation of the municipality. Municipalities currently being served by a Franchisee under the terms and 40 conditions of the current Franchise Agreement dated December 15, 1987, shall continue to be served by those franchisees under the provisions of this Collect1on Agreement. 29. CANCELLATION OF PREVIOUS AGREEMENT: The Franchisor and Franchisee hereby agree that the 1987 Frarlchise Agreement, as amended, is hereby nullified and cancelled and that neither party shall have any rights, duties, obligations or duties arising out of said Agreement after November 1, 1989, except for any claim of a party which may have arisen before November 1, 1989. 41 IN WITNESS WHEREOF, the part ies hereto have caused this Collection Agreement to be executed by the respective authorized representatives as of the date first above written. As to Franchisor: MONROE COUNTY BY: ATTEST BY: D.AN'N'X L. KOLHAGE, Clerk By: ::~ROVED ~S~AND LEGAL SUFFICIENCY BY: County Attorney As to the Franchisee: BLAND DISPOSAL SERVICE, INC. BY: ~ A) i2....~.~. /-?,?' ~/ ~"-:;'/ J/ ~ . ,,- - e?--?r:: . 42 EXHIBIT I BLAND DISPOSAL SERVICE, INC. SERVICE AREA BOUNDARIES KEY WEST NORTH TO RAMROD: EXCLUDING THOSE ACCOUNTS ASSIGNED TO FLORIDA DISPOSAL EXHIBIT II BLAND DISPOSAL SERVICE, INC. 1989 - 1990 RATE SCHEDULE RESIDENTIAL RATES RESIDENTIAL TYPE MONTHLY RATEI ASSESSED UNIT SINGLE FAMILY MOBILE HOME MULTI FAMILY $9.00 $8.00 $7.25 COMMERCIAL RATES COLLECTION: $3.50/CY MONTHLY CONTAINER MAINTENANCE FEE: SIZE(CY) 1 2 3 4 6 8 FEE $18.00 $20.00 $21 .00 $22.00 $24.00 $25.00 DISPOSAL: To be calculated based on final approved tipping fees. EXHIBIT III BLAND 1989 - 1990 RESIDENTIAL CREDIT* RESIDENTIAL #OF BilliNG AVG.ANNUAl AVERAGE TYPE UNITS TONS/UNIT ANNUAL TONS SINGLE FAMILY 2663 2.15 5153 MOBILE HOME 1945 1.96 3675 MUl TI-FAMIL Y 474 1.08 512 TOT AL RES. TONS 9340 NOTE: Total Residential tons/12 months 9340/12 = 778 tons credit/month * Number of billing units to be adjusted based on the final annual assessment roll.