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Item N9* REVISED BACK-UP N-9 * BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: May 21, 2014 Division: County Administrator Bulk Item: No X Department: County Administrator Staff Contact /Phone #: Rhonda Haag, 453-8774 AGENDA ITEM WORDING: Approval to waive competitive bidding procedures and enter into an Amended and Restated Solid Waste and Recycling Collection Franchise Agreement with Waste Management Inc. of Florida, Marathon Garbage Services, Inc. and Keys Sanitary Services for residential and commercial solid waste, yard waste and recycling collection services in an amount estimated at $71.1 Million for residential services over a ten year period. An additional amount of $34.4 Million in commercial fees are estimated to be collected by the vendors from commercial users over a ten year period. ITEM BACKGROUND: The current franchise collection agreements terminate September 30, 2014. Staff has been negotiating terms with the collection vendors for a year for a potential extension in lieu of issuing a solicitation. Each of the vendors have offered more cost effective terms than currently provided in terms of CPI waivers, improved levels of recycling opportunity and maintaining current levels of service. At the December 11, 2013 meeting the BOCC approved moving forward with 10-year contracts for the collection services agreements. The County shall pay the vendors ("Franchisee") in annual funds for the Franchisee's performance of these Agreements for residential collection services. Funding for years 1-10 of the residential collection services are estimated as follows, which includes the estimated periodic CPI increases NTE 2.5%, as allowed in years 2, 4, 8, 9 and 10: RESIDENTIAL FEES PAID BY COUNTY These numbers represent estimated numbers only, and are based on estimated quantities of materials and periodic CPI. Actual numbers are expected to vary. These estimates are not meant as a minimum or maximum amount to be guaranteed under this Agreement on behalf of either the County or the Franchisee. In addition, the Franchisee shall collect fees from its commercial customers for all commercial collection services, of which no funds from the County will be payable to the Franchisee for commercial collection services. The estimated amount of fees to be collected by the Franchisee from its commercial customers over the 10 year period is estimated as follows, based on current commercial rates and estimated annual CPI increases NTE 5% (2.5% was used as the average below for estimate purposes): COMMERCIAL FEES PAID BY COMMERCIAL USERS PREVIOUS RELEVANT BOCC ACTION: 08/23/13: Briefing on two potential solid waste ordinance modifications; one extends the allowable term of solid waste collection agreements from 5 to 10 years and the other sets forth an exemption to competitive bidding for all solid waste services. 09/17/23: BOCC approves two solid waste ordinance modifications. One extends the allowable term of collection agreements from 5 to 10 years and the other sets forth an exemption to competitive bidding for all solid waste services. The ordinances will be effective upon filing with the Department of State. 10/11/13: The two ordinances (Ordinance No. 034-2013 and Ordinance No. 035-2013) are effective. 10/16/13: Presentation and discussion of the current offers from the solid waste vendors. 30 day extension to negotiations authorized and more cost effective offers requested. 11/20/13: Presentation and discussion of the semi-final offers from the solid waste vendors. 3 week extension to negotiations authorized and more cost effective offers requested. 12/11/13: Presentation and discussion of the final offers for solid waste and a potential incineration demonstration project. BOCC authorized moving forward with drafting of the solid waste contracts and also consideration of an incineration demonstration project in Ramrod. 02/19/14: Discussion on the incineration demonstration project and moving forward with a solicitation for processing of yard waste. No formal vote taken. 03/19/14: Discussion, recommendation and direction on the County's yard waste processing. Vote to proceed with RFP for yard waste processing. CONTRACT/AGREEMENT CHANGES: 1. Contract terms and conditions updated and modified to the benefit of the Count a) Periodic CPI waivers that will save an estimated $6.1 million overall in 10 years b) Capping CPI increases at 2.5% residential and 5% commercial. (The old contracts allowed annual CPI increases with no maximum,) c) Vendor purchase of $1.2 million in recycle carts d) Waiving of the fuel surcharges — although the option remains for the future - $1.1 Million savings overall in 10 years e) Free pickup of illegal trash piles and servicing of County roll -off containers f) Free public outreach and community event support by the vendors g) Audited statements as to the franchise fee portion only of the franchise agreement h) Vendor continues to pay a 5% franchise fee to the County on the collection portion 2. Reauested contract terms and conditions not agreed to by the vendors: a) No termination for convenience allowance b) No agreement for purchase of new trucks c) No audited financial statement of all activities (only on portion related to franchise fees paid to County). d) No lowering of rates below the current rates. e) No increased franchise fee % paid to the County. f) Periodic CPI waivers and 2.5% caps are placed on the residential portion only. Commercial collection users are subject to annual CPI adjustments, capped at 5%. Required Assessment Increases beyond the $404 current assessment are estimated as follows if the 3 collection agreements, the haul out contract, and the recycle agreements are implemented: Assessment Increase $2.19 $5.54 $3.85 $5.68 $3.95 $0.31 $4.06 $6.09 $9.84 $10.08 $51.50 Annual Assessment $406 $411 $415 $421 $425 $426 $429 $435 $446 $456 STAFF RECOMMENDATIONS: Approval TOTAL COST: Est. $71 Million years 1-10 Residential Only, Cost paid by County; $34.4 Million Commercial, non -County cost, fees paid by commercial users, $105.5 Million Total Fees collected by the vendors BUDGETED: Yes X No DIFFERENTIAL OF LOCAL PREFERENCE: None COST TO COUNTY: Est. $71 Million over 10 years, County only funds Residential Collection SOURCE OF FUNDS: 414 Fund REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included X Not Required To be Presented DISPOSITION: AGENDA ITEM # CAD # N-9 * REVISED BACK-UP * See attached email dated 5/14/14. Peters -Katherine From: Haag -Rhonda Sent: Wednesday, May 14, 2014 9:32 AM To: Peters -Katherine; Limbert-Christine; Cyr -Connie Subject: FW: Changes made to May BOCC Items N-8, N-9 and N-10 Please note the following changes were made to the solid waste contracts under the May BOCC Agenda Items N-8, N-9 and N-10: ITEM N-8: Haul out Agreement. Signatures were added to the signature page of the Agreement and all exhibits. ITEM N-10: Recyclables Agreement: Signatures were added to the signature page of the Agreement and all exhibits. ITEM 9: Franchise Agreements with (1) Waste Management of FL (2) Marathon Garbage Services and (3) Keys Sanitary Services: Signatures were added to the signature page on all three agreements and all exhibits. In addition, Exhibit 7 "Public Outreach Tasks" for Marathon Garbage Services was replaced in its entirety. Finally, the following two changes were made to the Marathon Garbage Services and Keys Sanitary Services franchisee agreements: A. Emergency Service Provisions. 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 equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster that is not otherwise covered by the County's Disaster Response and Recovery Services Contract. By December I" of the year that this Agreement is in effect, the Franchisee is requested to provide a Disaster Preparedness Plan to the Contract Administrator for review and approval. This plan shall include provisions for additional manpower and equipment, as well as a proposed rate for collection associated with the clean-up of natural disasters or other such occurrences. The Franchisee shall update the Disaster Preparedness Plan by December ? of each year of this Agreement for the Contract Administrator's review and approval. The Franchisee shall receive extra compensation above the normal compensation contained in this Agreement, after such has been approved by the Board, based on the rate schedule submitted to the Contract Administrator. Subject to verification of documentation request by the County, payment for these services shall be made by the Franchisor within ninety (90) days of the receipt of the billing by the Ffaaehisff Franchisee. The Franchisee must provide documentation for verification of services as requested by the Franchisor for payment. 37. ASSIGNMENT AND SUBLETTING A. 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.- The Franchisor shall have full discretion to approve or deny, with or without cause, any proposed assignment or assignment by the Franchisee. Such approval shall not be unreasonably withheld by the Franchisor. If such assignment is approved by the Franchisor, the Franchisee shall pay an assignment fee, sH-b ,-aegati of no more than Fifty Thousand Dollars ($50,000.00) to the Franchisor. Any assignment of this 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 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 of the Franchisor under this Agreement to the Franchisee shall cease, and Franchisor shall have the right to call the performance bond and shall be free to negotiate with other Franchisees or any other person or company for the service of the Franchise area that is the subject of this Agreement. In the event of any assignment, assignee shall fully assume all the liabilities of the Franchisee. Thank you, Rhonda Haag ustainability Program Manager Monroe County Government and Cultural Center 1 050 Overseas Highway, Ste. 246 Key Largo, FL 33037 Bus: (5) 43- '774• Cell: (05) 35-20 Hggg:.Rhond monroecounhl- . pry w. onroecounh - K nv N-9 FRANCHISE AGREEMENT (COLLECTION): KEYS SANITARY Contract with: Keys Sanitary Service Contract W, Effective Date: October 1, 2014 Expiration Date: ,Sgtember 30, 2024 Contract Purpose/Description: ....... T.his.c.ontract.sh.a.1.1 authorize Keys Sanitary S ... ... ... ... ... ... ... ... ... ... ... ... ... .............. ............. Contract Manager. Rhonda Haag ..... 9774 CAD M.S. #26 (Name) (Ext.) (Department/Stop M for BOCC meeting on 05/21/14 Agenda Deadline: 05/06/14 .............................................................................. W!"fimm3m Total Dollar Value of Contract: $ $23.33 Current Year Portion: S 1.01 Million Million for FY15 Estimated Budgeted? Yes Z No E] Account Codes: 414 -40000- 530 340 Grant $ no - - County Match: $ - - . ...... .............. ADDITIONAL COSTS Estimated Ongoing Costs: $2_/yr For: N/A of included in dollar value above) (e maintenance, utilities, janitorial, salaijes, etc.) Date In Division Director � Risk Management 7�i O.M.BJPurchasing 5'-5jy County Attorney Comments: CONTRACT REVIEW Changes Date Out Needed Reviewer YesEl No fl YesE] NoE' Yes0N.5j Yes[:] NcfA] AMENDED AND RESTATED SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT FOR THE UPPER KEYS AREA INCLUDING KEY LARGO AND UNINCORPORATED TAVERNIER BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY KEYS SANITARY SERVICE Dated , 2014 TABLE OF CONTENTS Page COVER.- ........................................... .............. I TABLE OF CONTENTS ............. ........ .............. 2 tTERM ...... ....... ...... .............. ....... .. ... ...... ...... 7 2. DEFINITIONS..,.,.... ........... ........... 7 SFRVICES PROVIDED BY FRANCHISEE .......................................... 15 A. Exciusive Franchise Granted.... - . ....... ........... 15 B. Responsibility for Service Billing and Collection . ........................ 15 C. Emergency Service Provisions ........... ..... 15 D. Service to Selected COUNTY Agencies . ............. 16 4, SOLID WASTE COLLECTION SERVICES ...................... ......... ...... - A. Curbside Residential Solid Waste, Vegetative Waste, and Bulk Trash Collection Services ............ "Ill--, ......... I ........ - I " - ......... 17 (1) Conditions and Frequency of Service ...... ... ........ .... - ........ 17 (2) Accessibility .......................... . ................ ..... ..... -- 17 (3) Tag Improper Set Outs ....... - I I -.. 1. 1 1 .. . ................. .... 18 B . Containerized Residential Solid Waste Collection Service ...... . . ... - - - .. 19 (1) Conditions and Frequency of Service ............................ -- 18 C, Commercial Solid Waste Collection Service ............. .......... 19 (1) Conditions and frequency of Service .... — .................. ....... 20 (2) Method of Collecting ...... -- ............. .............. . ......... 20 (3) Level, Type and Disclosure of Rates for Commercial Collection And Other Service ...... .......... ... -- .......... -- ................ 20 D. Hours of Collection .................. ............ ............................... 20 E. Routes and Schedules.. ........... -- ......................... .......... 21 5. RECYCLING COLLECTION SERVICE ................................................. 21 A. Curbside Residential Recycling Collection Services... 22 (1) Conditions and Frequency of Service ..... ......................... 22 (2) Accessibility for Curbside Recycling Collection—.— ........... 22 2. B. Containerized Residential Recycling Collection Service ..................... 22 (1) Conditions and Frequency of Service. . . ........ ........ ............... 23 (2) Accessibility and Schedule for Containerized Residential 21 Recycling Collection ....................... . .................... . ....... . C. Commercial Recycling Collection Service .................................... 23 (1) Conditions and Frequency of Service.. .. _..' — — - - - . .............. 23) (2) Level, Type and Disclosure of Rates for Cornmercial Recycling Collection and Other Services ............................. . .... . ...... 24 (3) Ownership..................... ............... - ,....... 24 D. Method of Payment.............................................................. 25 E; Hours of Collection........................................................ ... ,. _.. 25 F. Routes and Schedules........................................................... 25 G, Purchase, Delivery. and Replacement of Recycling Carts and Containers for Residential Dwelling Units. .................................................. 25 H. Manner of Collection............................................................. 26 1. Material Recycling Facility. .......... ......... _ .... . ...... .......... 26 J. Change in Scope of Recycling Collection Service. , .. .... , 2 6. CHARGES. RATES, AGREEMENT AMOUNT AND LEVEL OF SERVICES._,...._ 27 A. Obligation of Franchisor for Billing, Collection and Payments .............. 27 (1) Specific Responsibilities.,... ................ . ............................ 27 (2) Units Omitted from Annual Roll ............... ' B. Solid Waste and Recycling Collection Rate Adjustments ..............1...... 28 C. Compiied Statement of Activities and Franchisee Fee Audit. .............. 29 D. Agreement Amount,.. .............. ........................................ 29 E Solid Waste Disposal and Recycling Processing Costs ...................... 29 F. Extraordinary Rate Adjustment ................................................. 29 G. Franchise Fee.... __ ...... — ........................ ........................ _- 29 11. Diesel Fuel Surcharge ................................. . . . ..................... 31 1. Convenience Fee............................................................... . . . ..... 31 7. HOLIDAYS. ..... . ............... ........ ..................... ............... 31 a. ;I Service Fee ........... ...................................................... . ......... 31 8. SPECIAL SERVICES..................................................................... 31 9- PUBLIC AWARENESS PROGRAM-.. - .............................................. 32 10. MANNER OF COLLECTION.......................................................... 32 11. PERSONNEL. OF THE FRANCHISEE .............................................. 33 12. SPILLAGE... ...... .. .. ......................................................... ...... 33 13. SOLID WASTE AND RECYCLING FACILITIES .................................... 34 14. COLLECTION EQUIPMENT .................... ...-...................-- ............ 34 15. VEGETATIVE WASTE. ......... ....... .. .......... ..... .. - ........ -- ....... 35 16. SPECIAL WASTE., HAZARDOUS WASTE, BIOHAZARDOUS OR BIOMEDICAL WASTE AND SLUDGE.- .......................... -.- .................... 35 17. OFFICE..................................................................... ................ 35 19. COMPLAINTS..................................................... I...... --............. 36 19 QUALITY OF SERVICE ........................................ ................ ...... 36 20. FILING OF REQUESTED INFORMATION AND DOCUMENTS,.... ........... 39 21. UNCONTROLLABLE CIRCUMSTANCES ............................................ 39 22. PERMITS AND LICENSES................................................................ 40 23 PERFORMANCE BOND.- - - . ...... I ....... - 1. - . ...... ........ I ...... ".., ....... 40 24. WORKERS' COMPENSATION INSURANCE ........................................ 40 25, LIABILITY INSURANCE.................................................................. 40 26. INDEMNITY-, ................ -- .... -- .......................... .................. 41 27, ACCESS TO FRANCHISEE'S BOOKS AND RECORDS .......................... 42 218. POINT OF CONTACT.. . ........ .......... ................................................ 43 29. NOTICE....................................................................................... 43 30. DEFAULT OF CONTRACT ................................... ... . ................ 43 31. MODIFICATIONS TO AGREEMENT DUE. TO PUBLIC WELFARE OR CHANGEIN LAW. . . . ...... ...... ....... .......................... ........ .................. 45 32. RIGHTTO REQUIRE PERFORMANCE ................................................. 46 A 33, TITLE TO WASTE. .. _. . .................. ............................ 11,1.11 ...... I ...... 46 34, GOVERNING LAW AND VENUE,............ .......... .................. __ 46 35. COMPLIANCE WITH LAWS .. ...................... . ................ ....... 47 36. SEVERABILITY ..... ................... 1_111 ... I ...... 1_1_1 ..... I .... ..... 47 37. ASSIGNMENT AND SUBLETTINGBLETTING ............... .... 47 38. MODIFICATIONS ... ............ 48 39. INDEPENDENCE OF AGREEMENT ... ................ .................. _ 49 40. MUNICIPALITY'S OPTION TO BE COVERED BY AGREEMENT ........... .. 49 41. OTHER RATE ADJUSTMENTS , ................................................ --- 49 42. EXISTING OR PRIOR AGREEMENT... . __ _ . ....... .. ............ ................ 49 43, ATTORNEYS FEES AND COSTS.. .......... ............. I ......... _ .1 -------- 49 44. BINDING EFFECT .............................. I .................. _ I .... I ......... 1__1 50 45- AUTHORITY .... ............ _-_ ........ I ..... . I ....... I . ........... so 46. CLAIMS FOR FEDERAL OR STATE Air). .... ..... ......... 50 47. ADJUDICATION OF DISPUTES OR AGREEMENTS ............................. 50 48. NON-DISCRIMINATION ............... ... .............................. 50 49, COOPERATION... ....... ....................... . .1 .......... 51 50. COVENANT OF NO INTEREST ..... ............. ........ ............ I ........ 51 51, CODE OF ETHICS. ................. 52 52. NO SOLICITATION/PAYMENT.................. .............. .................... 52 53, PUBLIC ACCESS ......................... 11 .... I ......... 1_1 ...... ...... 52 54. NON -WAIVER OF IMMUNITY..... ..................... ..... ......................... 53 55. PRIVILEGES AND IMMUNITIES., .................... _,_ ...... .... I ......... 53 56, LEGAL OBLIGATIONS AND RESPONSIBILITIES: NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES...... .... ...... ........... 53 57. NON -RELIANCE BY NON-PARTIES ....... ....... ............................. 54 58. ATTESTATIONS............................................................................ 54 59, NO PERSONAL LIABILITY..,... ......... ......... ....... _ ....... 54 60. EXECUTION IN COUNTERPARTS ................................................. 54 61. SECTION HEADINGS............................................................... 54 EXHIBIT I - DESCRIPTION OF BOUNDARIES OF SERVICE AREA__ 56 EXHIBIT II - APPROVED RATE SCHEDULE .......................................... 57 EXHIBIT III - DISCLOSURE OF SERVICE RA'1 ES ................................... 58 EXHIBIT IV - ANNUAL FINANCIAL REPORTING FORMAT.. . ..... . .. 60 EXHIBI`I V - SPECIAL SERVICES ............................................. ... . 61 EXHIBIT VI - PERFORMANCE BOND SLIDING SCALE ........... ................. 62 EXHIBIT VII - PUBLIC OUTREACH TASKS. ........... ... __ ................ ...... 63 EXHIBIT VIII - INSURANCE REQUIREMENTS ................ ...................... 66 EXHIBIT IX- PUBLIC ENTITY CRIME STATEMENT.....,.,.,. ... ............................. 67 EXHIBIT X -LOBBYING AND CONFLICT OF INTEREST CLAUSE -- SWORN STATEMENT UNDER ORDINANCE NO. 010-1990, MONROE COUNTY, FLORIDA............. ............ ___ .................................................. 68 EXHIBIT XI -NON-COLLUSION AFFIDAVIT ........ ........ ............................. 69 EXHIBIT XII - DRUG FREE WORKPLACE FORM ............................................... 70 6i SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT FOR THE 1JPPPER KEYS AREAS OF KEY LARGO AND TAVERNIER THIS AMENDED AND RESTATED SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT (hereinafter referred to as "Agreement") is made and entered into this 21 st day of May- 2014, by and between THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, 1 100 Simonton Street. Key West, Florida, 33040, a political subdivision of the State of Florida (hereinafter referred to as "COUNTY - or '`Franchisor"), and Keys Sanitary Service, 300 Central Avenue, Key Largo. Florida 33037_ a Florida corporation (hereinafter referred to as "WMIF" or "Franchisee") W11-NESSETH WHEREAS, the parties entered into a Solid Waste and Recycling Collection Franchise Agreement on or about May 19, 2004, as amended on August 17, 2005, January 28, 2009, and renewed and amended on May 20, 2009, vvhich is scheduled to terminate on September 30. 2014; and WHEREAS, the parties have negotiated neNN terms and conditions under this agreement; and WHEREAS, the terms and conditions are favorable to the Franchisor in terms of cost effectiveness. improved levels of service and improved levels of recycling efforts from the Franchisee; and WHEREAS, the Franchisor desires the yard waste to continue to be separated from the solid waste to allow a separate yard waste processing program to be implemented; and WHEREAS, the County pursuant to Section 2-347(e)(5), Monroe County Code hereby exercises its option to waive competitive bidding for this solid waste service; and WHEREAS, the parties desire to amend and restate the agreement. In consideration of the mutual benefits, the parties herein agree as follows: l TERM The term of this Agreement shall be for the period beginning on October 1, 2014, extending for ten (10) years, and terminating on September 30, 2024. Franchisor shall have the exclusive option to extend the Agreement by formal Amendment, upon rnutually agreeable terms and conditions, for an additional five (5) year period upon one hundred twenty (120) days written notice to the Franchisee prior to the expiration of the current term of this Agreement. If such written notice and formal renewal amendment is not provided this Agreement shall terminate on September 30. 2024 Monroe County shall have the right to unilaterally extend the term for a period of ninety (90) days under the same terms and conditions as set forth herein. Monroe County's perfonnance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 7 2. DEFINITIONS A Biological Wastes causes or has the capability of causing disease or infection and which includes biomedical waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals. B. Board shall mean the Board of County Commi$SipnerS of Monroe County, Florida. C. Bulk (or Bulky) Trash shall mean any non -vegetative item that cannot be containerized or bundled; including, but not limited to, inoperative and discarded refrigerators, ranges, toilets, clothes dryers, bath tubs; water heaters; sinks, bicycles and other similar domestic appliances; household goods, furniture and carpeting. Carpeting will be picked up by the Franchisee if cut to lengths of six (6) feet or less, no more than 6 bundles of carpet for one pickup, and bundled items must be generated from the property of a Dwelling Unit. "Home improvements'. which include. but are not limited to, cabinets, drywall, lumber, paneling and other such construction -related materials, are not considered bulk trash. "Bulk,, trash or waste" does not include large items such as car bodies, camper shells, mobile homes. trailers, Jacuzzi tubs or spas, or any other items that cannot be safely lifted and collected by one person In addition, bulky wastes do not include any hazardous or special waste as well as ally other item or items that in the future may be land banned by regulation. D. Collection shall mean the process whereby Residential Solid Waste, Commercial Solid Waste and Recyclable Material are removed and transported to a designated facility. E. Collection Agreement or Agreement shall include this document. All amendments and exhibits thereto shall be made in writing and shall be the written document between the Franchisor and the Franchisee governing the provision of services as Contained herein. F. Commercial Solid Waste shall mean Garbage, Vegetative Waste and Rubbish that is not Residential Solid Waste, Ci, Commercial Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from business entities and any or all collection services not covered in Section JJ within the Service Area. c� H. Commercial Solid Waste Collection Service shall mean the collection of Commercial Solid Waste iiithin the service area. Such service includes Containers and Compactors, but does not include Specialty Hauler Roll -Off Collection Service. 1. Compactor shall mean any container that has compactor mechanism(s), whether stationary or mobile. all-inclusive. J. Construction and Demolition Debris (C&D) shall mean materials generally considered to be non - water soluble and non -hazardous in nature. including, but not limited to, steel, glass, brick; concrete. roofing material. pipe, gypsum wallboard and lumber from the construction or destruction of a structure as part of a construction or demolition project. Mixing of a very small amount of waste other than C&D from the construction site will not automatically cause it to be classified as other than C&D. K. Container shall mean and include any container designed or intended to be mechanically duntped into a loader/packer type garbage truck. L. Containerized Residential Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from Dwelling Units in the service area that require the use of containers for the collection of recyclable materials and the delivery of those recyclable materials to the Materials Recycling Facility. M. Containerized Residential Solid Waste Collection Service shall mean solid waste collection service cif all Dwelling Units whose Garbage, Rubbish, Bulk I -rash or Vegetative Waste are collected by means of a central or shared Container and not by means of a Garbage Receptacle. Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash. N. Contract Administrator shall mean the person designated by the Franchisor who shall act as the representative of the Franchisor during the tern of this Agreement. O. County shall mean Monroe County, Florida. P. Curbside Residential Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from all Dwelling Units in the service area that also receive curbside Residential Solid Waste Collection Service for solid waste and other Dwelling units as are designated by the County, and the delivery of those recyclable materials to the Monroe County Materials Recycling Facility or other designated transfer station. Residential materials shall not include recycling materials generated from a commercial business. Q. Curbside Residential Solid Waste Collection Service shall mean Residentiai Solid Waste Collection Service for all Dwelling Units whose garbage is collected by means of a garbage receptacle at curbside or roadway. R. Designated Faei[ity shall rnean a processing, recycling or transfer facility designated by Monroe County. S. Dwelling Unit shall mean any residential living type of structure or building with kitchen facilities intended for or capable of being utilized for residential living other than a hotel or motel unit. T. Fiscal Year shall mean, during the term of this Agreement. the period October 1 of a given year through September 30 of the following year. U. Franchisee 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. and Recycling Collection Service V. Franchisor shall mean the Board of County Commissioners of Monroe County, Florida. W, Garbage shall mean all putrescible waste, generally including, but 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 attributable to residential or commercial activities. X. Garbage Receptacle shall mean any commonly available light gauge steel, plastic or galvanized receptacle of non -absorbent material, closed at one end and open at the other, furnished with a closely fitted top or lid, handle(s) and without any Jagged or sharp edges. A garbage receptacle is also defused as a heavy duty, securely tied plastic bag designed for use as a garbage receptacle. Any receptacle made from plastic drums with rope handles, or slots cul into the sides for handles, is not an acceptable garbage receptacle, Any receptacle including waste materials shall not exceed thirty-two (32) gallons in capacity or fifty (50) pounds in weight, unless a 1'Yar1ChlSee implements (with written authorization from the Contract Administrator or his or her Designee) an automated or semi -automated collection system requiring the use of same other standard receptacle compatible with the Franchisee's equipment. Y. Hazardous Waste means solid waste as defined by the State of Florida Department of Environments i Protection as a hazardous waste in the State of Florida Administrative Code, Chapter 52-730, or by any future legislative actions, or by Federal, state or local law. Z Hotel or Motel shall rnean 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 percent (50%) of the time for "Transient Occupancy' as such term is defined in Chapter 509, Florida Statutes, or its successor law. AA. Industrial Waste shall mean any solid waste accumulations of metal, metal products, minerals, chemicals, rock, cement, asphalt, tar. oil, grease, glass, crockery, rubber; tires, bottles, cans, lumber. sawdust, waste From animal packing or slaughterhouses, or other materials usually created by an industrial enterprise. BB.Materiais Recycling 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. CC. Mobile Horne shall mean the manufactured homes, trailers, campers and recreational vehicles. DD. Multi -Family Dwelling Unit shall mean and include any building or structure containing two (2) or more Dwelling Units under one roof. I✓E. 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. FF Nan-cotlection notice shall mean a form used by the Franchisee to notify customers of the reason for non -collection of materials set out by the customer for collection by the Franchisee pursuant to the Contract, developed by the Franchisee and approved by the Franchisor. GG. Permitted Disposal Facility shall mean the place or places specifically designated by the Franchisor for the disposal of solid waste, and that are properly permitted by the appropriate state and Iocal agencies. 1414. Public Awareness Program shall mean that program developed by the Franchisor to inform and encourage residential and commercial solid waste collection customers to use all solid waste collections services offered by the Franchisor through the Agreement. It shall also mean information concerning levels of service and changes in scope of service. IL Recyclable Materials shall mean newspapers (including inserts); aluminum, #I - 47 plastic containers; clear, green and brown glass bottles and jars: corrugated cardboard: kraft paper hags; office paper; tin and ferrous cans; automobile tires_ and other materials added upon agreement between the Franchisor and Franchisee. JJ. Recycling Cart small mean a rigid, covered 65 gallon .wheeled cart. Recycling container shall mean a rigid container t'nat holds 18 gallons. Both shall be made of plastic or other suitable substance that is used for the storage of commingled recyclable materials. KK. Residential Property shall mean all improved property, or any portion thereof, used as a dwelling unit and shall include single family dwelling units, apartments, mobile homes and condominiums. LL. Residential Solid Waste shall mean Garbage, Rubbish, Bulk Trash and Vegetative Waste resulting from the normal housekeeping activities of a Dwelling Unit. Vegetative Waste shall not be commingled with Garbage.. Rubbish or Bulk Trash. MM.Residential Recycling Collection Service shall mean Curbside Recycling Collection Service and Containerized Residential Recycling Collection Service. NN, Residential Solid Waste Collection Service shall mean service to all Dwelling Units, including, but not limited to, single-family dwelling units, each living unit in a multi -family dwelling unit, condominium or cooperative association, each mobile home, whether located in a mobile home park or on an individual parcel of property whether or not the lot is owned by the mobile home owner and whether or not the unit has an RV tag, and each timesharing unit. �21 00. Roll -off Collection Service shall mean Specialty Hauler Service as described in the Monroe Count), Code Section 21-46. and is the collections of C&D only roll -off containers within temporary locations in the service area, limited to new construction sites and remodeling or refurbishment sites. Roll -off Collection Service shall also mean the collection of horticultural; agricultural or vegetative waste from permitted land clearing sites. Roll -off Collection Service does not include Special Wastes. Garbage or Recvclable Materials, and is not covered under this Agreement. PP. Rubbish 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, that 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 what, due to their ability to retain water, may serve as breeding places for mosquitos or other water -breeding insects. QQ. Service Area shall mean that portion of the unincorporated area of the County as described in Exhibit 1, for which the Franchisee has an executed Collection Agreement. RR. Single Family Dwelling Unit means a building, mobile home, or portion thereof, designed for residential occupancy that is arranged, designed or used as living quarters for only, one family. SS, Sludge shall mean a solid or semi -solid or liquid generated from any wastewater treatment plant. water supply treatment plant, air pollution control facility, septic tanks, grease traps. portable toilets. or related operations, or any other such waste having similar characteristics or effects. TT. Special Services shall mean any services requested or required by the customer that are in addition to, or a change in, Residential Solid Waste Collection Service, Residential Recycling. Collection Service, Commercial Recycling Collection Service and Commercial Solid Waste Collection Service as set out or similar to those listed in Exhibit V UU. Special Waste shall mean those wastes that require extraordinary management. They include, but are not limited to, automobiles or automobile parts, abandoned automobiles, boats or boat parts, waste oil, sludge, dead animals, agricultural and industrial waste, septic lank purrtpings and Biohazardous and Hazardous wastes. VV. Vegetative Waste — Regular shall mean any vegetative matter generated from the yard and landscaping maintenance of the property of a Dwelling Unit and shall include materials such as tree and shrub trimmings, grass clippings, palm fronds, small tree branches and other matter usually produced as refuse in the care of lawns, landscaping and yards, that shall not exceed four feet (4') in length andlor fow- inches (4") in diameter, and shall include Christmas trees. Such waste shall be tied in bundles or placed in containers that are susceptible to nonnal loading and collection as other Residential Solid Waste. if containers are used, then shall rneet or exceed the Franchisor's specification for such containers. No bundle or filled container shall exceed fifty (SO) pounds in weight The materials shall not exceed 12" above the top efthe container. Regular Vegetative Waste shall not be commingled with Garbage, Rubbish or Bull Trash. unless approved in writing by the County "Vegetative. Green or Yard Waste" means leaves, grass, clippings, brush and branches generated from landscapes or gardens at Residential or Commercial Premises, separated from other Residential Solid Waste. Green Waste includes Holiday Trees but does not include stumps or branches exceeding four inches (4") in diameter or four feet (4') in length. WW. Vegetative Waste — Oversize shall mean large cuttings of vegetative matter that are part of the normal yard maintenance of a Dwelling Unit, and that cannot be cut for placement in a container or bundled due to the material exceeding the weight and size restrictions for regular vegetative waste. Oversize vegetative waste shall be placed neatly at the curb and shall be of a type as to be readily handled by mechanical collection equipment of the Franchisee and shall not exceed six feet (b' ) in length. Oversize Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash. Oversize Vegetative Waste does not include any form of matter or debris resulting from commercial tree removal, land clearing or land development. hi the case of a dispute between the Franchisee and a customer as to what constitutes Oversize Vegetative Waste, the situation will be reviewed and decided by the Contract Administrator. whose decision will be final 3 SERVICES PROVIDED BY FRANCHISEE A. Exclusive Franchise Granted. The Franchisee is herein granted an exclusive franchise to provide Residential Solid Waste Collection Service, Commercial Solid Waste Collection Service and Residential Recycling Collection Service in the Servicz Area. as described in Exhibit 1. Adjustments to the Service Area boundaries due to municipal annexation or contraction will be provided by law. No entity except the Franchisee may offer or provide Residential Solid Waste Collection Service, Commercial Solid Waste Collection Service or Residential Recycling Collection Service in the Service Area. The Franchisor agrees to assist the Franchisee in taking timely action against any entity violating the provisions of this Section, The Franchisee shall be the agent to the Franchisor to provide Commerciat Recycling Collection Services in the Service Area, where that service is requested by a commercial entity. The Franchisee shall be responsible for billing and collection of Commercial Recycling Collection services not being billed and collected by the Franchisor. B. Responsibility for Service Billing and Collection. The Franchisor shall be responsible for the billing and payments for Residential Solid Waste Collection Service. The Franchisee shall provide billing and collection services for Commercial Solid Waste Collection Services. Billing for Commercial Solid Waste Collection Services shall be reported in the format designated by the Franchisor's Contract Administrator, C. Emergency Service Provisions. 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 equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster that is rot otherwise covered by the County's Disaster Response and Recovery Services Contract. By December I" of the year that this Agreement is in effect, the Franchisee is requested to provide a Disaster Preparedness Plan to the Contract Administrator for review and approval. This plan shall include provisions for additional manpower and equipment, as well as a proposed rate For collection associated with the clean-up of natural disasters or other such occurrences. The Franchisee shall update the Disaster Preparedness Plan by December I" of each year of this Agreement for the Contract Administrator's review and approval. The Franchisee shall receive extra compensation above the normal compensation contained in this Agreement, after such has been approved by the Board, based on the rate schedule submitted to the Contract Administrator. Subject to verification of documentation request by the County, payment for these services shall be made by the Franchisor within ninety (90) days of the receipt of the billing by the Franchisee. The Franchisee must provide documentation for verification of services as requested by the Franchisor for payment. The Franchisee shall not be responsible for nor have an obligation to collect, transport or dispose of debris or other waste material from a hurricane, severe storm or other natural or man-made disaster unless the County enters into a written agreement with Franchisee specifying the terms and compensation for such services. Should the parties enter into a written agreement and in the event the storm is declared a disaster such that FEMA is authorized to participate in managing the cleanup, the Franchisee shall be responsible for the preparation of all documents and forms and support information required by FEMA. Such documents, forms and information shall be submitted to the County by the Franchisee within the time limits established by FEMA for such filings. D. Service to Select County Agencies. The Franchisee must collect the solid waste and recyclables normally generated by the County's Fire, EMS, Monroe County Sheriffs Department, and Library facilities located within the franchise area at no charge or cost to the County for collection. In addition, the Franchisee shall be required to provide collection service for up to twelve (12) community events (e.g. community clean-ups, parades, and other special events) per operating year, at no cost to the Franchisor, if such collection service is requested by or approved by the Franchisor. The Franchisee shall provide each event with roll -off containers and/or recycling carts as appropriate to successfully manage the solid waste and recycling generated by the specific event. The Franchisor shall be responsible only for the cost of disposal. In addition, the Franchisee shall collect illegal trash piles designated by the County at no charge to the Franchisor, not to exceed four (4) piles per month. The Franchisor shall be responsible only for the cost of disposal for these piles. Franchisee shall also provide an aggregate of five (5) rolloff pulls for Franchiser facilities per month. The Franchisor will pay for the disposal cost of such pulls but there shall be no charge for 16 the hatiling of the rolloff containers. Such direction shall come from the County's solid waste administrator or designee. The Franchisee shall include the summary of these activities in the monthly reports to the County. Services set firth in this paragraph D shall not be applicable to hauling materials resulting from storm events. 4. SOLID WASTE COLLECTION SF,RVICES A. Curbside Residential Solid Waste, Vegetative Waste and Bulk Trash Collection Services (I) Conditions and Frequency of Service All Curbside Residential Solid Waste and Regular vegetative waste shall be properly containerized in Garbage Receptacles or otherwise prepared for collection. Vegetative waste shall be separated from Residential Solid Waste. No filled receptacle or bundle shall exceed fifty (50) pounds in weight. (Regular vegetative waste will be as defined in Section 2.RR), Curbside Residential Solid Waste Collection Service. except for permitted holidays, shall be provided twice per week with not less than forty-eight (48) hours or more than seventy-two (72) hours between regularly scheduled pick-up days. Regular vegetative waste shall be picked up by the Franchisee not less than once every severs (7) days on a scheduled route basis. Oversize vegetative waste and bulk trash as defined in Section 2.SS and 2.0 of this Agreement shall be picked up by the Franchisee within five (5) business days of notification by the resident of the Dwelling Unit. Oversize vegetative waste and bull: trash must be placed at the usual accessible pick-up location. -[-here may be a charge to the resident for oversize vegetative waste, as specified in Exhibit I1. The resident will be required to call the Franchisee for the removal of oversize vegetative waste and Franchisee tivill inspect the material and provide a quote for such service. The resident may utilize the service at the quoted rate or utilize another lawful means or entity to manage the material. Franchisee agrees not to combine or comingle vegetative waste with solid waste. The Franchisor is contemplating a separate yard waste processing program and therefore requires the separate collection of vard waste. The Franchisee shall provide for a twice a week collection of solid waste, once a week collection of yard waste and once a week collection of recyclables from residents unless otherwise approved in writing by the County. The separate day of collection of yard waste shall be provided at no additional cost to the Franchisor. In the event that a yard waste processing program is not implemented by the County, the Franchisee shall not reject combined or commingled vegetative and solid waste. (2) Accessibility 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-v,�ay, or other such location agreed to by the Franchisee, that will provide safe and efficient accessibility to the Franchisee's collection personnel 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 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 disabled and 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 - accessibility to the Franchisee's personnel 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 inediate 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 V. Billing for these services shall be reported in a format prescribed by the Contract Administrator. In the event a special service request is not listed in Exhibit V, charges for such services shall then be established through negotiations betweeri the Franchisee and the customer. In the event the customer and the Franchisee cannot reach an agreement on the cost, the Contract Administrator \will determine the cost. (3) Tag Improper Set Outs. ]n the event the Recycled Materials and the Solid Waste are commingled by the Resident(s) to the extent that they cannot easily be separated by the Franchisor. or the nature of the solid waste renders the entire recycling bin or cart contaminated, the Franchisee shall leave the cart or bin as is and issue a Nan -Collection Notice to the customer containing instructions on the proper procedures for setting out recyclable materials and shall advise of the offending material. The Franchisee shall pick up the cart or bin as solid waste if it is still contaminated, or as recyclable material if it has been cleaned, in the next round of pick up. The Franchisee shall maintain a record of the address where recyclable materials were not collected, the date of non -collection, and the reason they were not collected. Such information shall be provided to the Franchisor's Solid Waste Administrator in the monthly reports. B. Containerized Residential Solid Waste Collection Service (1) Conditions and Frequency of Service The Franchisee shall provide Containerized Residential Solid Waste Collection Service to Multi - Family Dwelling Units of four (4) or more in the Service Area that are suitable to receive such service and request such service. The size and location of the container and the frequency of collection shall be determined by the Franchisee and the residential complex, in accordance with this Agreement, The level of service shall be sufficient to meet customer needs in a safe and sanitary manner. In the event of an unresolved dispute involving the level and type of service to be provided, the location and size of Containers or the frequency of service, the Contract Administrator shall make the final determination. The Franchisee shall be paid the appropriate container maintenance I fee in accordance with Exhibit 11. A minimum of once per week service is required of' all customers. or such other minimum frequency as provided by lave. Service shall not exceed a maximurn of' twice per week. Such service shall be provided by mechanical container as defined herein- C. Commercial Solid Waste Collection Service (i) Conditions and Frequency of Service The Franchisee shall collect and dispose of all Commercial Solid Waste in the Service Area. except Special Waste. A minimum of once per week service is required of all customers. or such other minimum Frequency as provided for by law. Such service shall be provided by mechanical Container as defined herein. However, where a customer generates less than one (1) one cubic yard of waste per week, Garbage Receptacles provided by the customer may be utilized The size of the Container and the frequency of collection shall be determined between the customer and the Franchisee. However, size and frequency shall be sufficient to provide that no Commercial Solid Waste need be placed outside or above lid level of the Container. Storage capacity shall be suitable for the amount of waste generated by the customer. In the event the customer and the Franchisee cannot reach an agreement as to the level and type of service to be provided. the Contract Administrator shall make a decision binding on both parties, including the location and size of Containers and the required number of pickups per week. Putrescible waste shall be picked up a minimum of two times per week All Commercial Solid Waste shall be placed in a Container, Compactor or Garbage Receptacle, Vegetative Waste shall not ne 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 !9I the customer. Ail Containers or Compactors shall be kept in a safe. accessible location agreed upon between the Franchisee and the customer Any Container or Compactor damaged by the Franchisee shall be repaired or replaced by the Franchisee within seven (7) days Compactors may be obtained by customers from any source, provided that such Compactors are of a tvpe that can be serviced by the Franchisee's equipment. The customer shall he completely responsible for its proper maintenance. Compactor collection frequency shall be a rninirnurn of once per .;peek and shall he sufficient to contain waste without spillage. (2) Method of Collecting Collection shall occur on a regular basis with a frequency of pick-up as provided herein and the size of the Container to be agreed upon between the Franchisee and the customer. (3) Level, Type and Disclosure of Rates for Commercial Collection and Other Services a. Commercial Collection: The Franchisee shall only charge rates as set forth in Exhibit 11 or as othemvise allowed by this Agreement. A written agreement between the franchisee and the customer shall be entered into regarding the level and type of service to be provided and manner of collection of fees. The fees charged to the custorer by the Franchisee may vary in accordance with the rate schedule in Exhibit it based on chances in size of Containers and/or changes in frequency of collection. The terms and conditions of such agreement shall be in compliance with all provisions of this Agreement The customer shall subscribe to a level of service sufficient to meet the needs of the customer in a sanitary and efficient manner. However, upon failure of the parties to reach such as agreement, the Contract Administrator or his or her designee 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 11. The Franchisee will be responsible for the billing and collection of Commercial Collections Service except as otherwise provided in this Agreement. b. Disclosure: The written Agreement between the Franchisee and the customer shall be in a separate document as specified in Exhibit III. 20 i D. Hours of Collection Curbside Residential Solid Waste Collection Service shall be provided between the hours of 5:00 a-ir, and 6.00 p.m, Monday through Saturday. Dwelling Units receiving Containerized Residential Solid Waste Collection Service and non-residential collection sites located adjacent to residential units shall be considered residential collection and shall only be collected between the hours of 5:00 a.m. and 6:00 p.m. Monday through Saturday. Other non-residential locations may be collected at any time The hours of collection may be extended dne to extraordinary circumstances or conditions with the prior consent of the Contract Administrator. E. Routes and Schedules For Residential Solid Waste Collections 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 (4) weeks prior to the change. In the event of a permanent change in routes or schedules that will alter the day of pick-up, the Franchisee shall immediately notifi the customer(s) affected, in writing or other manner approved by the Contract Administrator, prior to the change, at no cost to the Franchisor. 5_ RECYCLING COLLECTION SERVICE The Franchisee shall provide Residential Recycling Service and where requested by the customer, Commercial Recycling Collection Service in the Service Area, The Franchisor shall be responsible for the billing and collection of payments for Residential Recycling Collection Service. The Franchisee shall he responsible for billing and collection of Commercial Recycling Collection Service costs and recyclables to be collected The following Recyclables shall be collected in the Residential recycling collection program: • Newspaper • High Density Polyethylene (IIDPE.)IPolyethylene Terephthalate (PETE) Colored & Clear Plastic • Plastics # I - 47 — Plastic lids and caps • Office and Mixed gunk mail/magazines) Paper Chipboard, Cardboard and Pltone Books • Rigid Containers, defined as Aluminum Cans, HDPE and Pet Plastics, Glass (No Blue Glass). Containers and Bi-Metal Cans 2i The Recvclables items listed may be amended by approval of the Contract Administrator, and the parties agree to negotiate with respect to an adjustment of the rates to reflect ally increased or decreased costs, A. Curbside Residential Recycling Collection Services will be governed by the following terms and conditions (1) Conditions and Frequency of Service The Franchisee shall provide Curbside Residential Recycling Collection Service 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 oil a scheduled route basis that shall coincide with one of the three regularly scheduled solid waste collection pick-up days. (2) Accessibility for Curbside Recycling Collection All Reevelable Materials to be collected shall be in a Recycling Cant and/or Recycling. Container, as specified by the Franchisor, marked for Recyclable Materials identified with embossment or stickers provided by Franchisee and shall be placed within six feet (6') of the curb; on a paved surface of the road, in the closest accessible right-of-way, or other such location agreed to by the Franchisee, that will provide safe and efficient accessibility to the Franchisee's collection personnel and vehicle. The Franchisee must collect as many Recycling Carts and Containers, as the customer sets out. Where the customer is physically unable to deliver Recyclable Materials to curbside and this is certified by the Contract Administrator, or (lie Dwelling Unit is located in such a manner as to provide non -accessibility to the Franchisee's personnel 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. Franchisee may tag a recycle cart or container with a Non -collection notice that is contaminated more than 10%, and shall provide a list of containers tagged with a Non -collection notice to the County's Solid Waste Administrator. The Franchisee shall pick up the cart or bin as solid waste if it is still contaminated, or as recyclable material if it has been cleaned, in the next round of pick up B. Containerized Residential Recycling Collection Sen°ice will be governed by the following terms and conditions: ?2 (1) Conditions and Frequency 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 every week on a scheduled route basis as set forth in Paragraph 2, below (2) Accessibility and Schedule for Containerized Residential Recycling Collection Ali Recyclable Materials to be collected shall be in a Recycling Cart or Container designated fel Recyclable Materials that shall be located in such location and shall be collected on a schedule by the Franchisee that will provide safe and efficient accessibility to the Franchisee's collection personnel 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. (3) Multi -Family Premises Franchisee shall provide recycling cart or bin service for all recyclable materials generated at all Multi -Family Premises. Where space prohibits the use of a 65 gallon cart, the Franchisee will provide resident with an 18 gallon recycling hin upon request. C. Commercial Recycling Collection Service The Franchisee shall perform Commercial Recycling. Collection Services on behalf of the Franchisor for any business in the Service Area where the Franchisee has arranged, negotiated, or contracted for such service, and Franchisee shall have the right to solicit Commercial Recycling Collection Service agreements with any business in the Service Area upon terms and conditions consistent with this Agreement, and Franchisee snail provide loading, coilection, transporting and removal services for recovered materials in the Service Area. (1) Conditions and Frequency of Service The Franchisee shall provide Commercial Recycling Collection Service to all business or commercial entities located in the designated Service Area. The size and frequency of the Container designated for Recvclable Materials shall be determined between the customer and the Franchisee. if the customer and Franchisee cannot agree, the Contract Administrator shall make the decision. However, size and frequency shall be sufficient to provide that no Recyclable Materials need be placed outside Ilse Container. Storage capacity shall be suitable for the amount of recyclables generated by the customer. The Franchisee shall provide Containers as necessary, Containers may be obtained by customers from the Franchisee. The customer shall be ?3 completely responsible for the container's proper maintenance, Container frequency of collection shall be sufficient to contain the waste without spillage. Compactors may he obtained by customers froin any source provided that such compactor must be of a type that can be serviced by the Franchisee's equipment. The customer shall be completely responsible for the compactor's maintenance. 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 Carts or Containers are used- they shall be placed at an accessible location or at such other single collection point as may be agreed upon between the franchisee and the customer. All Containers shall be kept in a safe, accessible location agreed upon between the Franchisee and the customer. Any Container, Recycling Cart or Recycling Container damaged by the Franchisee shall be repaired or replaced by the Franchisee within seven (7) days. Other Services (2) Le-vel, Type and Disclosure of Rates for Commercial Recycling Collection and A written Agreement between the Franchisee and the customer shall be entered into regarding the level and type of service to be provided and manner of collection of fees. The terms and conditions of such Agreement shall be in compliance with all provisions of this Franchise Agreement and the term shall not extend bevor.d the term of this Agreement, as stated in Section 1. The customer shall subscribe to a level of service sufficient to meet the needs of the customer in a sanitary and efficient manner. However, upon failure of the parties to reach such an agreement, the Contract Administrator, or his or her 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 It. The Franchisee will be responsible for the billing and collection of Commercial Recycling Collection charges except as otherwise provided in this Agreement. The written Agreement between the Franchisee and the customer shall be as specified in Exhibit lit, (3) Ownership Notwithstanding any other provision of this Agreement, a commercial generator of Recyclable Materials retains ownership of those materials until it donates or sells, or contracts for the donation or sale of, those materials to another person or entity. Nothing in this Agreement shall prevent a person or entity engaged in the business of recycling, whether for profit or non-profit, from accepting and transporting Recyclable Materials, under contract with a commercial generator, from such commercial generator when such Recyclable Materials have been purchased from or donated by the commercial generator, and no charge is made to or paid by the commercial generator for the loading, collection, transporting cr removal of such Recyclable Materials. Provided, however, that such activities are subject to applicable state and local public health and safety laws, and provided that the transporter must report such information to the Franchisor as may be necessary for the documentation of state -mandated recycling or reduction goals. l�. Method of Payment The Franchisor will be responsible for the billing and collection of payments for Residential Recycling Collection Service. Payments from the Franchisor to the franchisee will be due and paid no later than the tenth (10"') day of the month follovving service. The initial collection rate per unit per month shall be as set forth in Exhibit 11. This rate shall be adjusted in subsequent years in accordance with Section 6. The Franchisee shall be responsible for billing and collection of payments for Commercial Recycling Collection Service. at the rates as set forth in Exhibit 11. The rates set forth i» Exhibit II shall be adjusted in subsequent years in accordance with Exhibit 1V E. Hours of Collection 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. Routes and Schedules The Franchisee shall provide and keep current with the Contract Administrator, or his or her designee. in a format acceptable to the Contract Administrator, ail up-to-date route schedule map for all Residential Recycling Collection Service routes. The Franchisee shall notify the Contract Administrator in \writing of any change in any route schedule four (4) weeks prior to such change, In the event of a permanent change in the routes or schedules that will alter the pick-up day. the Franchisee shall immediately notify the affected customer in writing or other method approved by the Contract Administrator not less than two (2) weeks prior to the change, at no cost to the Franchisor. G. Purchase, Delivery, and Replacement of Recycling Carts and Containers for Residential Dwelling Units (1) Within thirty (30) days of the Franchisors approval date of this Agreement the Franchisee shall order the recycling Carts. at Franchisee's sole cost, and shall deliver them to ail residential customers to their homes no later than October 1, 2014, Throughout the teen of this agreement and any renewal period, the Franchisee will purchase at its expense, and at residential customers' request, one sixty-five (65) gallon Recycling Cart per Residential Unit for use within the Service Area, The Franchisee shall purchase and provide two (2) Recycling Containers per Residential Unit for areas where the carts cannot be used, as directed by the Franchisor. (2) The Franchisor shall approve the specifications of the Recycling Carts in writing prior to purchase by the Franchisee. Franchisee shall submit a written request for authorization to the Franchisor, and shall include the specified color. materials, County logo (may be placed on the lid label). and list of acceptable recyclable materials. Franchisee will Only replace at its expense any Recycling Cart or container damaged through the fault or negligence of the Franchisee or its employees. An additional or replacerent Recycling Cart may be purchased by a Resident for Sixty Dollars ($60.00). Additional or replacement bins shall be provided at Tic) charge. Initial delivery of the carts shall be made directly to the residents' homes, and shall not be placed curbside. (3) in the event of a storm event where carts may be lost or damaged by the storm, the Franchisee shall not be responsible for purchasing the replacement carts. Residents shall be required to purchase their replacement cart from the Franchisee at a cost of $60. H. Manner of Collection Tile Franchisee shall collect Recyclable Materials with as little disturbance as possible and shall leave the Recycling Cart, Recycling Containers 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 Cart or Container. All Recyclable Materials set out by the customer that meet these criteria shall be collected. Material Recycling Facility The Franchisee shall deliver all Recyclable Materials collected from the Service Area to the facility designatedt in writing, by the Contract Administrator. The Franchisee is responsible for the delivery of clean, non -contaminated Recyclable Materials. Contaminated materials are defined as those materials that require extensive sorting and/or disposal as determined by the supervisor of the County's recycling facility. T Cbange in Scope of Recycling Collection Service From time to time, at the sole option of the Franchisor, it may be necessary to modify the scope of Recyclable Materials that will be included in Recvcling Collection Service. Should this occur. the Franchisor and the Franchisee agree to enter into good faith negotiations to amend this Agreement to reflect the impact of any such modification. 26 1 5. CHARGES, RATES, AGREEMENT AMOUNT AND LEVELS OF SERVICE A. Obligation of Franchisor for Billing, Collection and Payments (1) Specific Responsibilities The Franchisor or its designee )A ill he responsible for the billing and collection of payments for Residential Solid Waste Collection Services with the exception of any Special Services provided by the Franchisee. Billing and collection of these services will be the responsibility of the Franchisee. The Franchisor shall make monthly payments 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 Nshether 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 (10") day of the month following the month during which services were rendered, Franchisee shall service all residential units. If Franchisee is in doubt as whether units are being billed, Franchisee will contact the Contract Administrator. On or before October 1", and before commencement of work by the Franchisee under the terms of this Agreement, the Franchisor shall provide to the Franchisee the estimated total number of units to be serviced. By November I" of each Fiscal Year, the Franchisor shall provide to the Franchisee a copy of the annual assessment roll providing a detailed iisting of all the units to receive these services, Thereafter, and for the duration of this Agreement, the Franchisor shall promptly notify the Franchisee of new residential units to be served and/or deleted and payment will be adjusted accordingly. Nexv Dwelling Units that 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. Paymem will be prorated based upon the date of the Certificate of Occupancy. (2) Units 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 role. Upon receipt of such written list by the Franchisor, the Contract Administrator will, within thirty (30) days, verify the customer address and that service to the unit is proper, and, if proper, shall rernit monthly payments to the Franchisee for such sen ice effective as of October i" of the Fiscal Year or the date service began. whichever is later. The Franchisor reserves the right to correct any errors of omission or commission per the laws and rules that govern the Franchisor. In the event the Franchisor pays the Franchisee for a residential unit in error, for any reason, the Franchisee shall nottfy the Contract Administrator. Upon determination of any overpayment, the Contract Administrator will verify the error and make an appropriate adjustment to the Franchisee's payment to correct the error. B Solid Waste and Recycling Collection Rate Adjustments (l) For all Collection services, the charges shall be initially based on the rates established in Exhibit 11. and as subsequently adjusted pursuant to this Agreement. The Franchisee shall receive periodic adjustments in the Residential Solid Waste and Recycling Collection Service, and umruai adjustments to the Commercial Recycling Collection Service, and Commercial Solid Waste Collection Service s as specified herein. The Franchisee shall provide Commercial customers written notice of a potential rate change in its annual September billing period. The periodic adjustment shall be made to the combined category of Residential Solid Waste Collection Service and Residential Recycling Collection Service. The uwwal adjustment shall be made to the combined category of Commercial Solid Waste Collection Service and Commercial Recycling Collection Service, and the CP1U for such shall not exceed 5% annually. CPIU increases beyond 5% shall require BOCC approval and an amendment to the Agreement. (2) The adjustment to Residential collection shall be made in accordance with the percentage change in the Consumer Price Index for all urban consumers ("CP1U") for the most recent twelve (12) months available, ending in February. but shall not exceed 2.5%. Residential adjustments for the combined Residential Solid Waste and Recycling Collection shall be allowed as follows; Years 1, 3, 5, 6, 7 - No CPI Adjustment allowed Years 2. 4. 8, 9, 10 -Lip to a maximum 2.5% CPI Adjustment on Residential Collection Effective October 1, 2014, contingent upon Board of County Commission approval of the periodic and annual rate adjustments, the Franchisee will receive the specified CPl adjustment. D. Agreement Amount (1) Residential: The COUNTY shall pay the Franchisee in current annual funds for the franchisee's performance of this Agreement for residential collection services. Funding for years 1-]0 of the residential collection services are estimated as follo%vs, which includes the estimated periodic CP1 increases as allowed and specified herein: Year 1 - $2.21 Million Year 2 - $2.26 Million Year 3 - $2.26 Million Year 4 - $2.32 Million Year 5 - $2,32 Million Year 6 - $2.32 Million Year 7 - $2.32 Million Year 8 - $2.38 Million Year 9 - $2.44 Million Year 10-$2.50 Million Total ]estimated Amount Paid To Franchisee For Residential Services: $23.33 Million These numbers represent estimated numbers only, and are based on estimated quantities of materials and allowed periodic CPI increases. Actual numbers are expected to vary. These estimates are not meant as a minimum or maximum amount to be guaranteed under this Agreement on behalf of either the County or the Franchisee. (2) Commercial.- The Franchisee shall collect funds from its commercial customers for all commercial collection services. and no funds from the County will be payable to the Franchisee for commercial collection services. The estimated annual amount of funds to be collected by the Franchisee frotn its commercial customers is estimated as follows, which is based on current commercial rates and estimated annual CPI increases: Year 1 $1.01 Million Year 6 $1.14 Million Year 2 $1,03 Million Year 7 $1.17 Million Year 3 $1.06 Million Year 8 $1,20 Million Year 4 $1.09 Million Year 9 $1,23 Million Year 5 $1.1 1 Million Year 10 $1.26 Million Total Estimated Arnount Collected By Franchisee For Commercial Services: $ 11.3 Million E. Compiled Statement of Activities and Certified Annual Audits. (1) The Franchisee shall deliver to the Franchisor, in a format shown in Exhibit IV, (as may be further revised by the Contract Administrator from time to time), a complied Statement of Activities (income statement) including, at a minimum, the results of operations of the Franchisee for each Service Area, Additionally, an annual audit report shall be prepared by a Florida Certified Public Accountant (Auditor) who maintains malpractice insurance, and is a member of the American Institution of Certified Public Accountants (A]CPA). The Auditor shall conduct an audit of the Franchisee's books and records that relate to the Franchise Fee paid to the Franchisor in accordance wilh generally accepted accounting standards. Franchisee' Audit reports shall be submitted to the Franchisor within one -hundred and twenty (120) days of the end of the Franchisee's fiscal year. (2) The Franchisor and Franchisee understand and agree that time is of the essence regarding receipt of the compiled financial statement and audit reports. Therefore. if the franchisee fails to provide the Franchisor Nvith the financial statement on or prior to the date prescribed herein, the Franchisee shall pay the Franchisor the sum of two hundred fifth' dollars ($250.00) per day for each calendar day the submittal is late. No extension will he granted except for uncontrollable circumstances as referred to in Section 21. No rate adjustments of any type will be granted to the Franchisee unless ali required financial statements have been filed in a timely manner. 1 . Solid Waste Disposal and Recycling Processing Casts Residential solid a°aste disposal and residential recycling processing costs will be part of the special assessment billed by the Franchisor. Commercial costs and commercial recYcling processing charges Will he billed by the Franchisee and submitted on a monthly basis to the Franchisor in a format proscribed by the Contract Administrator. This monthly billing statement shall be due by noon on the tenth (10) day of each month. or the first business day thereafter, and shall contain information pertaining to the preceding month. Information pro,,ided on the monthly billing statement shall be complete and accurate, and falsification of same shall be a criminal offense and shall be considered as a cause for Default under this Agreement as specified in Article 30 of this Agreement. F. Extraordinary Rate Adjustment The Franchisee may petition the Franchisor at any time for an addition 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 such rate adjustment. The Franchisor may request from the Franchisee such further information as may be reasonably necessary in making its determination, The Franchisor shall, at its sole option, approve or deny the request, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the Franchisor. & Franchise Fee To compensate for the cost of administration, supervision, inspection, and to fund a Countywide recycling program, consisting of County staff (labor, benefit and operating cost), public education materials, brochures, and premiums, rendered for the effective performance of this Agreement, the Franchisee shall pay to the Franchisor a fee of five percent (5%) of all gross revenues charged; collected or received arising out of any services or operations conducted in the Service Area. Commercial solid waste disposal costs_ commercial recycling collection costs, commercial recycling processing costs, any revenue paid to the Franchisee as a results of the diesel fuel surcharge adjustment per section 6(F), and any credit card convenience fee received by the Fratchisee from customers using credit cards, shall be deducted from the gross revenue total prior to applying the 5% for calculation of the franchise fee due to the Franchisor. Fees shall be payable within forty-five (45) days of the last day of each calendar quarter. H. Diesel Fuel Surcharge The Franchisor, at its sole discretion. may authorize the Franchisee to collect a diesel fuel surcharge adjustment from commercial customers for commercial collection activities to reflect any significant changes in the cost of diesel fuel as determined by reference to the Energy Informant Administration of the US Department of Energy (" EIAMO) -) website that -reports average prices of diesel fuel for the "Lower Atlantic' United States. The link is as follows. ktt :llt� onto.eia.doe. ov/oo info/wohd /diesel.as The Franchisee must petition the County BOCC to make this request, and must provide sufficient documentation to demonstrate that increases in the price of diesel fuel have occurred. Such petition may not be ,nade unless the price of diesel has raised a minimum of 10% over that price for diesel fuel existing on the EIA 1 DOE website for the Lower Atlantic United States as of the date of the execution of the Agreement ("the base fuel price'). An amendment to this Contract. if approved by the County BOCC, shall be executed to authorize any such annual or periodic surcharge adjustment before it is implemented. Such adjustment shall not be requested by the Franchisee prior to year three (3) of the Agreement. If approved, the Franchisee shall submit to the Franchisor, no later than the 10"' of the following month, a report listing the total number of gallons and cost of diesel fuel purchased in the previous month and includes copies of diesel fuel supplier invoices and individual service area truck fueling tickets. I. Convenience Fee: In addition to the Special Service Kates charged pursuant to Article 8 and Exhibit V, Fratchisee may include a convenience fee charge on customers using a credit card to pay special service charges. The convenience fee shall be a "pass through'' fee and will not exceed the fee charge by the customer's credit card company to the Franchisee for the use and processing of the charge, 7 HOLIDAYS The Monroe County Transfer Stations will he closed on Thanksgiving Day, Christmas Day and New Year's Day. The Franchisee shall not be required to collect Solid Waste, Vegetative Waste, and Recyclable Material or maintain office hours only on these designated holidays_ Services not provided on the designated holidays shall resume on the next scheduled service day. A. Service Fee if requiring a designate facility to remain open outside its regular business hours the Franchisee shall be charged a Service Fee of Hundred Fifty Dollars ($150.00) per hour for every hour (or portion thereof) the site remains open If the roads are closed due to an act of God or a known accident, such fee shall not apply. Tlie Franchisee shall notify the Franchisor's Solid Waste Administrator or designee as soon as identified, about any event such as a disabled. truck, accident, or shortage of staff that will cause delays in the Franchisee's normal collection schedule and cause the need for the transfer station(s) to remain open past the regular stated closing time Franchisee shall provide documentation regarding such event for Franchisor's approval before Franchisor determines if a charge is in order. S. SPECIAL SERVICES Rates charged for Special Services may not exceed the special services rates as listed in Exhibit V. and as subsequently adjusted pursuant to this Agreement. The Franchisee shall receive an annual adjustment to the Special Services Rates in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI-U) for the most recent 12 months available, ending in February. In the event the requested special service is not included within Exhibit V, the Franchisee may negotiate with the customer for the rate. Upon failure of the parties to reach an agreement on the rate, the Contract Administrator shall establish the rate. The Franchisee shall be responsible for billing and collection of payment for all Special Services. Disabled Service. Upon authorization from Franchisor. Franchisee shall provide Disabled Service, which includes rolling out of containers from the front/side yard, at no additional cost, for accounts associated with physically disabled individuals who provide a doctor's statement certifying their disabled status and expected duration, along with a signed, sworn statement in a form provided by Franchisee stating that no able- bodied person is available at the residential premises to bring carts to the collection location. 32 9. PUBLIC AWARENESS PROGRAM The Franchisee shall provide the services or activities as set forth in Exhibit VII, The Franchisee shall assist the Franchisor with the Public Awareness Program by distributing door hangers, stickers, flyers or other media to residential and commercial customers as requested by the Franchisor. Additionally, it is the Franchisee's responsibility to provide information to the Franchisor about those customers who repeatedly do not prepare or set out their Recyclable Material or solid waste as specilied within this Agreement. The Commercial Recycling customers will also be notified. by the Franchisor through the Franchisee, about special commercial recycling events, workshops, educational forums and symposiums and other activities. as needed, 10. MANNER OF COLLECTION The Franchisee shall collect Residential Solid Waste. Vegetative Waste and Recyclable Materials and Commercial Solid Waste and Recyclable Materials with as little disturbance as possible and shall leave an), receptacle at the same point it was collected. Anv cart or container damaged by the Franchisee will be replaced by the Franchisee within seven (7) days, at 310 cost to the customer, unless otherwise provided within this Agreement, The replacement must he sirnilar in style. material; c,uatity and capacity. Throwing of any garbage receptacle. container or recycling Cart or container is prohibited. To be eligible for pick-up, Residential Solid Waste and Vegetative Waste - Regular must be placed in a Garbage Receptacle. Vegetative Waste - Oversize and Bulk Trash as defined in Sections 2,SS and 2.0 of this Agreement shall be property bundled and picked up by the Franchisee within five (5) business days of notification by the resident of the Dwelling Unit. Vegetative Waste - Oversize and Bulk Traslt must be placed at an accessible pick-up location. Oversize Vegetative Waste will be subject to additional charge as set forth herein, according to Exhibit lI I l PERSONNEL OF THE FRANCHISEE A. The Franchisee shall assign a qualified person or person 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- 331 B. The Franchisee's soiid haste collection cmployees shall wear a uniform or shirt bearing the Franchisee's name during operations. C. Each driver of a collection vehicle shall at all times carry a valid Florida drivers license for the h;pe of vehicle being driven. D. The Franchisee's name and office telephone number shall be properly displayed on all solid waste and recycling collection vehicles and containers provided by the Franchisee. E, The Franchisee shall provide operating and safety training for all personnel. F. The Franchisee's employees shall treat all customers in a polite and courteous manner. 12 SPILLAGE The Franchisee shall not litter or cause any spillage to occur upon the premises or the right-of-wwv \wherein the collection shall occur, During hauling, all solid waste, vegetative waste and recyclable material shall be contained. tied. or enclosed so that leaking, spilling and blowing are 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 Ali Residential Solid Waste, Commercial Solid Waste, Vegetative Waste and Recyclable Material shall be delivered to a site or facility designated in writing to the Franchisee by the Contract Administrator. If the Franchisor should request the Franchisee to deliver to a site or facility that 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 the Franchisee. The Franchisee shall provide to the Franchisor by August I` of each year written notice indicating the estimated cost of operation per truck mile that shall be in effect for the twelve (12) month period beginning October I" The Franchisor shall provide the Franchisee written notice of approval or denial of the proposed cost by August 15"'. If denied, the Franchisor and 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 the Franchisor or Franchisee. If an agreement cannot be reached, the Franchisee may petition the Board of County Commissioners for a final hearing on the denial. Such decision by the Board shall be final. In the event a load of Recyclable Materials delivered to the designated facility contains more than ten percent (10%) by weight of the total load, material that is not Recyclable Material, or there is more than ten percent (10%) the Franchisee has the right to reject the load and charge the customer the full disposal fee for each tnn within the load. The Franchisee may pass this cost through to a commercial customer in the event the Franchisee can prove 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 (3) occasions contaminated the Recyclable Materials. 14, COLLECTION EQUIPMENT The Franchisee shall have oil 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. All equipment shall be kept in good repair and appearance and in a sanitary. clean condition at all times Recycling Materials collection equipment shall meet industry standards. be reasonably approved by the Contract Administrator and be compatible for unloading at the designated facility. Equipment utilized for the collection of Recyclable Materials shall be clearly identified for that purpose. The Franchisee shall have available reserve equipment that 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 duties of this Agreement. ] 5. 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 tniist be no more than six feet (6') in length and placed neatly at the curb. 16. SPECIAL WASTE, HAZARDOUS WASTE, BIOLOGICAL WASTE, BIOMEDICAL WASTE AND SLUDGE The Franchisee shall not be required to collect and dispose of Special Waste, Hazardous Waste, Biohazardous Waste, Biomedical Waste or Sludge, but may offer such service in the Service Area. All such collection and disposal for those types of wastes in this Section are not regulated or exclusive under this Agreement, but if provided by the Franchisee shall be in strict compliance with all Federal, state and local laws and regulations. 17 OFFICE The Franchisee shall maintain an office within Monroe County where complaints shall be received. it shall be equipped with sufficient telephones, and shall have responsible persons in charge during collection Hours, and shall open during nonnal business hours; 8:00 a.m. to 2:00p,ni., Monday through Friday. Franchisee shall maintain a local telephone number during both normal office hours and after-hours. The Franchisee shall provide an answering machine or service during non -office hours for the receipt and forwarding of customer inquiries and shall daily check for messages received during the 2:00 - 5:00 p.m. period and promptly respond by the next morning. 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 of situations requiring immediate attention. Franchisee shall provide a local office for response to all customer inquiries, "Local" shall be defined as an office within the Franchisee`s service area. 18. COMPLAINTS All service complaints shall be directed to the Contract Administrator or the Franchisee. Ai l 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 fonts approved 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 er 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 or her designee of the action taken to resolve the complaint on the approved form. 36 The Franchisee shall provide the Contract Administrator 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 employee, agent or subcontractor. 14_ 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 of legitimate complaints shall be a determining factor in the Franchisors decision to exercise the renewal option as specified in Section 1. An excess of legitimate complaints shall he 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 or her designee. (3) Any occurrence of the following actions on the part of the Franchisee shall result in an assessment of liquidated damages with the designated amount deducted from payments due or to becorne due to the Franchisee: 1. Improper Actions 11. Liquidated Dama es _ a. Failure to collect missed customers by 6:00 p.m. the same day when $25.00 per incident to a � given notice before noon, or by 12:00 noon the following day when maximum of $150.00 per given notice between 12:00 noon and 5:00 p.m. truck per day T- - b. Legitimate complaints over ten (10) per month $.150.00 per incident c. Collection of Residential Solid Waste and/or Recyclables before 5:00 $150.00 per incident a.m. or after 6:00 p.m d. Commingling Solid Waste with Vegetative Waste, Recyclable Materials, $$150.00per incident C&D Materials, or other waste material c. Failure to clean spillage S$150.00per incident f, Failure to replace damaged container within seven days (nvo days for $150.00per incident residential) g. Failure to return containers or garbage receptacles to original location $150.00 per incident i 1 h. Failure to repair damage to customer property $150-00 per incident L 37 .I i. Reserved for future use 1. Failure to comply with designated facility regulations $150.00per incident k. Failure to provide clean, safe and sanitary equipment $ 150.00 per incident 1. Failure to maintain office hours as required $150.00 per incident m. Operator not licensed $150.00 per incident n. Failure to provide documents and reports in a timely and accurate $150.00 per incident manner o. Failure to cover materials, if appropriate, on collection vehicle(s) 5150.00 per incident p. Name and phone number not displayed on equipment or containers i $150.00 per incident i J q. Providing exclusively prohibited service in another Franchisee's area, T$l 50 00per incident without prior authorization by the Contract Administrator r- Not providing schedule and route maps G $150.00 per incident s, Excessive noise generated by service equipment and/or personnel 1 $150.00 per incident t. 'Using improper truck to service commercial or residential customer $150.00 per incident u. Failure to submit disclosure notice to customer or Contract ` $150.00 per incident Administrator v, Failure to report recycling activity monthly (on or before the 10'" day of f $150.00 per incident the following month) in the format determined by the Franchisor, far the purpose of tracking and verifying County -wide recycling activity, w. Failure to offer a corresponding reduction in the level of solid waste — — $150.00 per incident service with the implementation of commercial recycling x. Failure to submit the financial statements, reports and other information $1000.00 per calendar as required under this Agreement by the prescribed date day y. Failure to respond to complaints and customer calls, including $150.00 per Incident commercial recycling customers, in a timely and appropriate manner z. Failure to complete a route on the regularly scheduled pick-up day �I $1,000 for each route per day not completed L _ _ _ - _ _J aa. Failure to deliver any Residential or Commercial Solid Waste, $1,000 for I" offense: Vegetative Waste or Recyclable Materials to designated facility $2,500 for 2nI offense, Loss of franchise for 3`d 38 offense !' bb. Failure to provide proper notification prior to residential route changes $1,000 per incident cc. Failure to finish the uncompleted route (s) of the previous day on the $1,500 for each failure to neat calendar day complete The Contract Administrator may assess charges pursuant to this Section, The Franchisee will be notified in writing of the administrative charges assessed and the basis for each assessment. In the event the Franchisee wishes to contest any such assessment, it shall within five (5) days after receiving such notice, request in writing an opportunity to be heard by the Contract Administrator and present its defense to such assessment. The assessment will only be deducted following a determination by the Contract Administrator. The decision of the Contract Administrator will be final. 20. FILING OF REQUESTED INFORMATION AND DOCUMENTS A. In addition to any other requirements of this Agreement. the Franchisee shall be required to file pertinent statistical and aggregate cost information pertaining to solid waste, yard waste and recycling collection services that is requested by the Franchisor to comply with the provisions of Chapter 403. F.S., as amended, and any other pertinent laws and regulations. The Franchisee will also be required to submit a monthly operations report in a format prescribed by the Contract Administrator. The results of all solid waste, yard waste and recycling activity conducted by the Franchisee in the Service Area during each month, residential or commercial, shall be reported accurately to the Franchisor in a format and such dates as specified by the Franchisor, on or before the 10"' day of the following month. B. The Franchisee shall file and keep current with the Franchisor documents and reports required by this Agreement. By September I" 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 bonds or letter- of credit, route schedules and maps, driver's license certifications, and lists of collection equipment vehicles are current and on file with the Franchisor. Failure to file any document or report within five (5) working days of the required filing date, except where granted an extension by the Contract Administrator, may result in the levy of liquidated damages as provided in Section 19. 21, UNCONTROLLABLE CIRCUMSTANCES Neither the franchisor nor Franchisee shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which. by the exercise of reasonable diligence, the non -performing party could not avoid. Neither party shall, however, be excused from performance if non-performance is due to forces that are preventable, removable, or remediable and that the non -performing party could have, with the exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch, The non -performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. PERMITS AND LICENSES The Franchisee shall obtain, at its own expense, all permits and licenses required by law for the Franchisee's operation under this Agreement and maintain the same in full force and effect. 23. 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 clean irrevocable letter of credit issued by a bank within Monroe County to ensure the faithful performance of this Agreement and all obligations arising hereunder in the appropriate amount determined in accordance with Exhibit VI. As to the clean irrevocable letter of credit or bond provided hereunder, each may be substituted for the other upon approval by the Franchisor. The form of this bond or letter of credit, and the Surety Company, shall be acceptable to the Franchisor's attorney, and shall be maintained during the tern of this Agreement. Tile bond shall be endorsed to show the Franchisor, a political subdivision of the State of Florida; and shall also provide that bonds shall not be canceled, limited or non - renewed until after thirty (30) days written notice have been given to the Franchisor. Current performance bonds evidencing required coverage must be on file at all times_ 24. WORKERS' COMPENSATION INSURANCE Workers' Compensation Insurance coverage must be maintained in accordance with statutory requirements, as must be Fmployer's Liability Coverage in an amount not less than $1.000,000.00 per incident The full Workers" Compensation requirements are specified in Exhibit VIII. 25. GENERAL, AUTOMOBILE LIABILITY INSURANCE A. The Franchisee shall, during the terse of this Agreement and any extensions hereof, maintain in f0 force and effect General and Automobile liability insurance that specifically covers all exposures incident to the Franchisee's operation under this Agreement. Such insurance shall be vvith a company rated "A"' or better by Best Rating Service. The arnount for General Liability shall be in an amount of not less than $1,000.000.00 Combined Single Limit for personal injury, including death, and property damage liability and shall include, but not be limited to. coverage for Premises/Operations, Products/Completed Operations, Contractual (to support the Franchisees agreement or indemnity), and Fire Legal Liability_ B, 7 he amount for Automobile Liability- shall be $500,000 per person, $1.000,000 per occurrence. The General Liability and Automobile Liability full coverages are specified in Exhibit VIII. C. Policies shall be endorsed to show the Franchisor, a political subdivision of the State of Florida, as ar additional insured as its interests may appear, and shall also provide that insurance shall not be canceled, limited or non -renewed until after thirty (10) days written notice have 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 furnished by Franchisee shall in no way limit its responsibility to indetnify and save harmless Franchisor under the provisions of Section 26 of this Agreement. 26. INDEMNITY A. GENERAL INDEMNIFICATION' Franchisee shall indemnify, defend, save and hold harmless the Franchisor, its officers, agents and employees, harmless from any and all claims, damages, losses, liabilities and expenses, direct, indirect or consequential arising out of or in consequential arising out of or alleged to have arisen out of or in consequence of the products, goods or services furnished by or operations of Franchisee or his Subcontractors, agents, officers, employees or independent contractors pursuant to the Contract, specifically including but not limited to those caused by or arising out of (a) any negligent or wrongful act, omission or default of Franchisee and/or his subcontractors, agents. servants or employees in the provision of the goods and/or services under the Contract; (b) any and all bodily injuries, sickness, disease or death: (c)injury to or destruction of tangible property, including the loss of use resulting therefrom; (d) the use of any improper materials, (e) a defective condition in any goods provided pursuant to the Contract, whether patent or latent; (f) the violation of any federal, state, County or municipal laws, ordinances or regulations by Franchisee, his subcontractors. agents. servants, independent contractors or employees: (g) the breach or alleged breach by Franchisee of any term. warranty or guarantee of the Contract. This indemnification shall not apply to the negligent or wrongful acts, omissions or defaults caused by the Franchisor, its employees, or agents. Franchisor shall give prompt notice of any claim for which Franchisee may be obligated to provide indemnification. Franchisee shall pay all claims. losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorneys fees). paralegal expenses, and costs. Franchisee shall determine the acceptability or non -acceptability of any offer, proposal or settlement in any matter for which it is obligated to provide indemnity to the Franchisor under this Section. Franchisee shall select its own legal counsel to conduct any defense in any such proceeding, subject to the reasonable approval of Franchisor, and all costs and fees associated therewith shall be the responsibility of Franchisee under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive Franchisor's rights and immunities under the common law or Florida Statute 768.28, as amended from time to time. 27. ACCESS TO FRANCHISEE'S BOOKS AND RECORDS The Franchisee shall maintain within Monroe County adequate records of all Solid 'vVaste collection and recycling services. The Franchisor or its designees shall have the right to review all records maintained by the Franchisee upon twenty-four (24) hours written notice. If the Franchisor shall determine a need for same and upon 120 days' written notice by the franchisor in the year following the Franchisee's fiscal year, hereby defined as January 1 through December 31 financial statements will be prepared by the Florida independent certified public accounting firm prepared in accordance with generally accepted account principles, pertaining onlv to each individual Collection Agreement and Service Area, shall be delivered to the Franchisor no later than April 30 of the year following the Franchisee's fiscal year, hereby defined as January 1 through December I 1 No extensions will be ranted, exce t for uncontrollable circumstances as referred to in Section 21. No rate adjustments of any type will be granted to the Franchisee unless all required financial statements have been filed in a timely manner. Franchisee shall maintain all books, records and documents directly pertinent 10 performance under this Agreement in accordance vvitlt generally accepted accounting principles consistently applied, Each party of this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other part to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies to be paid to the Franchisor were insufficient or incorrect, then the Franchisee shall pay the deficient or correct a3nount to the Franchisor together with iElterest calculated pursuant to Sec_ 55,03. FS, running from the date the monies were to be paid to the Franchisor. 28 POLN'T OF CONTACT All dealings, contacts. notices and payments between the Franchisee and the Franchisor shall be directed by the Franchisee to the Contract Administrator, 24, NOTICE Except where otherwise noted herein, any communication required for an,. purpose in this Agreement shall he in writing and delivered with a signed receipt, as follows' As to the Franchisor: Monroe County Solid Waste Management Department 1100 Simonton Street, Room 2-231 Key West, FL 33040 Attention: Contract Administrator As to the Franchisee: Keys Sanitary Services 300 Central Ave Key Largo, FL 33037 30. DEFAULT OF CONTRACT A. The Franchisor may cancel this Franchise 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 the following events: (1) Franchisee shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors. or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy laws or under any other law or statute of the United States or any state thereof, or consent to the 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, seeking its reorganizaiion 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 become null, void and of no effect, unless such stayed judgment or order is reinstated, in which case said default shall be deemed immediate; or (3) By or pursuant to or under authority of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or office 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 defaulted, by failing or refusing to perform or observe the terms, conditions of or covenants in this Agreement or any of the rules and regulations promulgated by the Franchisor pursuant thereto, or has wrongfully failed or refused to comply with the instructions of the Contract Administrator relative thereto, and said default is not cured within thirty (30) days of receipt of written notice by Franchisor to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Franchisee of written demand from Franchisor to do so. Franchisee fails to commence the remedy of such default within said thirty (30) days following such written notice, or having so commenced shall fail thereafter to continue with diligcncc 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 such default will be cured within a reasonable period of time, B. However, nottivithstanding anything contained herein to the contrary, for the failure of Franchisee to provide Collection Service for a period of three (3) consecutive scheduled working days, the Franchisor may secure the Franchisee's billing records on the fourth 0"') working day in order to provide interim collection services until such time as the matter is resolved and the Franchisee is again able to perform pursuant to this Franchise Agreement; provided.. however, if the Franchisee is unable for any reason or cause to resume J4 performance at the end of thirty (30) working days all liability of the Franchisor under this Agreement to the Franchisee shall cease and this Agreement may be deemed immediately terminated by the Franchisor. C. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Section, in the event that Franchisee's record of performance shows that Franchisee has frequently. regularly or repetitively defaulted in the perfonnance of any of the covenants and conditions required herein to be kept and performed by Franchisee, in the opinion of Franchisor and regardless whether Franchisee leas corrected each individual condition of default, Franchisee shall be deemed a "habitual violator". shall forfeit the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The Franchisor shall thereupon issue Franchisee final warning citing the circumstances therefore, and any single default by Franchisee of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate termination of this Agreement. In the event of an), such subsequent default, Franchiser may terminate this Franchise Agreement upon the giving of written Final Notice to Franchisee, such cancellation to be effective upon the fifteenth (15"') consecutive calendar day following the date of Final Notice, and all contractual fees due hereunder plus any and all charges and interest shall be payable to said date, and Franchisee shall have no further rights hereunder. Immediately upon receipt of said Final Notice, Franchisee shall proceed to cease any further performance under this Franchise Agreement. D. In the event of the aforesaid events specified in Paragraphs A, B and C, above, and except as other -wise 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 to the Franchisee under this Agreement shall cease, and the Franchisor shall have the right to call the performance bond and shall be free to negotiate .with other contractors for the operation of the herein -specified services. The Franchisee for failure to perform shall reimburse the Franchisor all direct and indirect costs of providing interim collection service. 31. MODIFICATIONS TO AGREEMENT DUE TO PUBLIC WELFARE OR CHANGE IN LAW The Franchisor shall have the power to make changes to this Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchisee under this Franchise Agreement relative to the method of collection and disposal of Garbage, Rubbish, Bulk Trash, Vegetative Waste, or Recyclable Materials as shall from time to time be necessary and desirable for the public welfare. The Franchisor shall give the Franchisee reasonable notice of any proposed change and an opportunity to be heard concerning those matters, The method of collection and disposal of Solid Waste and Recyclables. as referenced herein, shall also be liberally construed to include, but not be iimited to, the manner, procedures, operations and obligations, financial or otherwise, of the Franchisee. The Franchisor and Franchisee understand and agree that the Florida Legislature from time to time has inade comprehensive changes in Solid Waste Management legislation and that these and other changes in law i►r the future, whether Federal, state or local, mandating certain actions or programs for counties or municipalities may require changes or modifications in some of the ternhs, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The Franchisor and Franchisee agree to enter into good faith negotiations regarding modifications to this Agreement that may be required in order to implement changes in the interest of the public welfare or due to clhan&e in law. 32. RIGHT TO REQUIRE PERFORMANCE The failure of the Franchisor at any time to require performance b} the Franchisee of any provisions hereof shall in no way affect the right of the Franchisor thereafter to enforce the same. Nor shall waiver by the Franchisor of any breach of any provisions hereof be held to be waiver of any succeeding breach of such provisions or as a waiver of any provision itself. 33 TITLE TO WASTE The Franchisor shali at all times hold title and ownership to all Residential and Commercial Solid Waste, Vegetative Waste. Rubbish, Recyclable Material and all other waste collected by the Franchisee pursuant to this Agreement. 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance xvith the laws of the State of Florida applicable to contract made and to be perfornhed entirely in the State, In the event any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement. the Franchisor arid Franchisee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 40 The Franchisor and Franchisee agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. This Agreement shall not be subject to arbitration. 35. COMPLIANCE WITH LAWS The Franchisee shall conduct operations under this Agreement in compliance with all applicable laws, rules and regulations. 36. SEVERABILITY If any term, covenant condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The Franchisor and Franchisee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 37. ASSIGNMENT AND SUBLETTING A. The Franchisee shall not assign or dispose of the Franchise granted by this Agreement by sale, Tease, mortgage or otherwise transfer it in any manner whatsoever without the express written consent of the Franchisor.- The Franchisor shall have full discretion to approve or deny, with or without cause, any proposed assignment or assignment by the Franchisee. Such approval shall not be unreasonably withheld by the Franchisor. If such assignment is approved by the Franchisor, the Franchisee shall pay an assignment fee of no more than Fifty Thousand Dollars ($50,000.00) to the Franchisor. Any assignment of this 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 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 of the Franchisor under this Agreement to the Franchisee shall cease, and Franchisor shall have the right to call the performance bond and shall be free to negotiate with other Franchisees or any other person or company for the service of the Franchise area that is the subject of this Agreement. In the event of any assignment, assignee shall fully assume all the liabilities of the Franchisee. 47 B. It is the intent of the parties that no Franchisee, by itself or through its parent(s) or holding companies, shall at any time holds or have control of more than two (2) Solid Waste and Recycling Collection Franchise Agreements with the Franchisor. C. Upon written notification to and subject to written approval by the County, the Franchisee may subcontract or authorize performance of the Work. Such written request shall include the name(s) and work history of the subcontractor(s) and the desired length of the work period for which they will be providing services. The Franchisee guarantees compliance by such subcontractors and assignees with the requirements of this Agreement, including insurance, copies of which shall be provided by the subcontractors or assignees to the Franchisor. The Franchisor shall not unreasonably withhold approval of any requested subcontract. This paragraph shall also be incorporated by reference into any assignment or subcontract and the assignee or subcontractor shall comply with any and all of the provisions of this Agreement. Unless expressly provided for herein, such approval shall in no manner or event be deemed to impose any obligation upon the Franchisor. D. For purposes of this Section, a parent or holding company shall mean any person, corporation or company holding, owning or in control of more than ten percent (10%) of the stock or the financial interest in the Franchisee. 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 unless in writing and signed by the parties hereto. 39. INDEPENDENCE OF AGREEMENT Except as otherwise noted in Section 3.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 be and shall remain an independent Franchisee with respect to all service performed under this Agreement. The Franchisee, its agents and employees are strictly considered to be 48 independent contractors s in their performance of the work contemplated hereunder. As such, the Franchisee, its agents and employees shall not be entitled to any of the benefits, rights or privileges of County employees. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. 407 MUNICIPALITIES' OPTION TO BE COVERED BY CONTRACT The Franchisee shall have the right of first refusal to provide Residential Solid Waste Collection Services to any municipality in the County located adjacent to and contiguous with its Service Area boundaries under the same terms, conditions and rates of compensation as provided for under the terms of this Franchise A! reerent. The County and a municipality that elects to he covered by this Franchise Agreement shall enter into an interlocal agreement regarding the participation of the municipality. Municipalities currently being served by a Franchisee under the terms and conditions of the prior franchise agreement shall continue to be served by those franchisees under the provisions of this Franchise Agreement. 41 OTHER RATE ADJUSTMENTS Nan -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 it cancellation of all solid waste and recycling collection Franchise Agreements for all service areas entered into with the Franchisee. 42. EXISTING OR PRIOR AGREEMENTS The terms and conditions of this Agreement supersede the terns, obligations and conditions of any existing or prior agreement or understanding, written or verbal; between the parties regarding the work performed. compensation to be paid, and all other matters contained herein, 43. ATTORNEY'S FEES AND COSTS The Franchisor and Franchisee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforceYnent or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorley's fees, court costs, investigative and out-of-pocket expenses, as an award against the non -prevailing party. and shall include attorney"s fees, court costs, investigative and out-cf pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County, 44, BINDING EFFECT The terms. covenants, conditions and provisions of this Agreement shall bind and inure to the benefit of the Franchisor and Franchisee and their respective legal representatives, successors and assigns. 4 5 AUTHORITY Each parry represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate actions, as required by law. 46. CLAIMS FOR FEDERAL OR STATE AID Franchisor and Franchisee agree that each shall be, and is, empowered to apply for, seek and obtain Federal and state funds to further the purpose of this Agreement, provided that all applications. requests, grant proposals and funding solicitations shall be approved by each party prior to submission. 47 ADJUDICATION OF DISPUTES OR DISAGREEMENTS Franchisor and Franchisee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of the parties, If no resolution can be agreed upon within thirty (30) days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Corninissioners- If the issue or issues are still not resolved to the satisfaction of the parties. then any party shall have the right to seek such relief or rernedy as may be provided by this Agreement or by Florida law. 48_ NONDISCRIMINATION The Franchisee agrees to comply with the requirements of ail apphcabie non-discrimination and equal employment opportunity statutes, ordinances and laws. The Franchisor and Franchisee agree that there will be no unlawful discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that unlawful discrimination has occurred and has not been cured or resolved by way of settlement or other resolution, this Agreement automatically terminates without any further action on the part of any party, effective the date of the final and non -appealable court order. The Franchisor or Franchisee agrees to comply with all Federal and Florida statutes, and all local ordinances: as applicable, relating to nondiscrimination. These include but are not limited to: (1) Title Vl of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race. color and national origin, (2) Section 504 of the Rehabilitation Act of 1973, as amended (20 U.S.C. s. 794), which prohibits discrimination on the basis of handicap, (3) The Age Discrimination Act of 1975, as amended (42 U.S.C. ss. 6101-6107)7 which prohibits discrimination on the basis of age: (4) The Drug Abuse Office and Treatment Act of 1972 (P.L 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (5) 1'he Comprehensive Alcohol Abuse And Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91- 616), as amended_ relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (6) The Public Health Service Act of 1912, ss. 523 and 527. (42 U_S.C. 290 dd-3 and 290 ee-3 ), as amended, relating to confidentiality of alcohol and drug abuse patient records; (7) The American with Disabilities Act of 1990 (42 U.S.C. s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability, (8) The Florida Civil Rights Act of 1992, (Chapter 760, Florida Statuses, and Section 509.092, Florida Statirtes), as may be amended fro3n time to time, relating to nondiscrimination; (9) The Monroe County Human Rights Ordinance (Chapter 13, Article V 1, Sections 13- l 01 through 13-130). as may be amended from time to time, relating to nondiscrimination: and (10) any other nondiscrimination provisions in any Federal or state statues or local ordinances that may apply to the parties to, or the subject matter of, this Agreement- 49, COOPERATION in the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance or breach of this Agreement, Franchisor and Franchisee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings and other activities related to the substance of this Agreement or provision of the services under this Agreement. Franchisor and Franchisee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Amendment to this Agreement. 50. COVENANT OF NO INTEREST Franchisor and Franchisee covenant that neither presently has any interest, and sltall not acquire any interest, that would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement 51. CODE OF ETHICS The Franchisor agrees that the officers and employees of the Franchisor recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112313, Florida Statutes, regarding, but not limited to. solicitation or acceptance of gifts: doing business with one s agency, unauthorized compensation, misuse of public position; conflicting employment or contractual relationship, and disclosure or use of certain information. 52. NO SOLICITATION OR PAYMENT Each of Franchisor and Franchisee warrants that. in respect to itself, it has neither employed nor retained any company or person. other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or fine, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement For the breach or violation of this provision. the Franchisee agrees that the Franchisor shall have the right to terminate this Agreement without liability and, at its discretion. to offset from monies owed, or tc otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 53. PUBLIC ACCESS Franchisor and Franchisee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials subject to the provisions of Chapter 1 19, Florida Statutes. and made or received by Franchisor and Franchisee in conjunction with this Agreement.. Pursuant to F.S. 119.0701, Franchisee and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service, (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes. Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law, (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the Franchisee upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must he provided to Monroe County in a fonnat that is compatible with the information technology systems of Monroe County. Violation of this subsection is considered a default under this Agreement and shall be addressed as set forth rn paragraph 30 above 54. NON -WAIVER OF IMMUNITY NoWithstanding the provisions of Section 768.28, Florida Statutes, the participation of the Franchisor and Franchisee in this Agreement and the acquisition of any commercial liability insurance coverage_ self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Franchisor be required to contain any provision for «vaiver. 55 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions frorn laws, ordinances and rules, and pensions and relief, disability. workers' compensation and other benefits that apply to the activity of officers, agents, volunteers or employees of the Franchisor, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County. 56. LEGAL OBLIGATIONS AND RESPONSIBILITIES; NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity; in which case the performance may be offered in satisfaction of the obligation or responsibility. Further; this Agreement is not intended to, not shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the Franchisor, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and 163, Florida Statutes. 57 NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party c1nsm or entitlement to or benefit of any service or program contemplated hereunder, and the Franchisor and Franchisee agree that neither the Franchisor or Franchisee, or any agent. officer or employee of either shall have the authority to inform, counselor otherwise indicate that any particular individual or group of individuals. entity or entities. have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to, the community in general or for the purposes contemplated in this Agreement, 58. ATTESTATIONS Franchisee agrees to execute such documents as the Franchisor may reasonably require. including a Public Entity Crime Statement. and Ethics Statement, and a Drug -Free Workplace Statement. 59. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 60, EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, cach of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 61. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 4 IN WITNESS WHEREOF. the parties hereto have caused this Franchise Agreement to be executed by their respective authorized representatives as of the date first above written. (SEAL) ATTEST, AMY HEAVILIN. CLERK M Deput\ Clerk (SFAI ) ATTEST WANDA R. ROTA-REINA Notary Public - State of Florida My Comm. Expires Jun 5, 2016 Commission # EE 205212 Bonded Through National Notary Assn. MONROE COUNTY ATTORNEY APPROVED AS TO FORM: COUNTY Attorne-v DATE. - BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY FLORIDA Mayor!Chairperson KEYS SANITARY SERVICES BY: TitiE. ON OE COUNTY ATTORNEY CIPPROVED AS TO FORIA: CHRISTINE M. UMBERT-BARROWS ASSISTANT -COI),NTY ATTORNEY Date 131 EXHIBIT I DESCRIPTION OF BOUNDARIES OF SERVICE AREA Key Largo Unincorporated !Monroe area of Tavernier Southernmost boundary is the norti�enl Side cif the Tavernier Creek Bridge, mile marker 41 northward to mile marker 112 in northern Key Largo. Northernmost boundary is the Monroe Count, 1 Miami Dade County line, including but not limited to, the Monroe County portion of the card Sound Road, excluding the Ocean Reef Club and Anglers' Club. EXHIBIT II APPROVED RATE SCHEDULE Kees Sanitary Service FY 2014-2015 Approved Rates Residential Collection Rates(per unit NO CPI Services Curbside Service Solid Waste $14.05 (2x/wk) Recycling $ 4.17 (1 x/wk) Commercial Solid Waste, Commercial Recycling and Roll -Off Collection Rates (1.1% CPI) Solid Waste Collection Rate $6.84 per cubic yard Recycling Container Collection Rate $6.84 per cubic yard Compactor Collection Rate (12 cubic vards or less) $20.39 per cubic and Compactor Collection Rate (greater than 12 cubicyards) $230.33 per pull Roil -Off Collection Rate $230.33 per pull MONTHLY CONTAINER MAINTENANCE PEES (1.1% CPI) CONTAINERS (NON -COMPACTING) SIZE (cubicyards) RATE w/out locking mechanism l YD $17.81 2YD S20.20 3YD $22.69 4YD $23.05 6YD $25.54 8YD $28.00 RECYCLING CONTAINERS 32 gal. 90 gal. 96 gal. $1.63 $4.57 S4.87 Capacities in between these values can be obtained by interpolation. Capacities outside of these values can be obtained by extrapolation. Franchise Area 3 Keys Sanitary Service 2014/15 a) CAN PICKUP RATE SCHEDULE RATE INCREASE: 1.1% Number of Pickups Per Week No of cans* Rate 2 3 4 5 6 Element 2 COLLECTION 1854 27.84 3723 46.55 55.71 Collection wllncrease 18.74 28.15 37.64 47.06 56.32 DISPOSAL 24.29 36 38 48 52 60.67 72.81 RECYCLING" 0.00 000 000 0 00 0.00 TOTAL 43.03 64.53 8616 107.73 129.13 3 COLLECTION 2784 4185 55 71 69 78 63.80 Collection wllncrease 28.15 42.31 56.32 70.55 84.72 DISPOSAL 3638 54.56 72.81 91 00 109.19 RECYCLING" 0.00 0.00 0.00 000 0.00 TOTAL 6453 96.87 129 13 161 55 193.91 4 COLLECTION 37.23 5571 74.41 93.10 111.64 Collection w/increase 37.64 56.32 75.23 94.12 112.87 DISPOSAL 48.52 7281 97.03 121.33 145.46 RECYCLING` 000 0.00 000 000 0.00 TOTAL 86.16 12913 17226 215.45 258.33 5 COLLECTION 46.55 69 78 93 10 116.26 139.59 Collection wllncrease 47.06 70.65 94.12 117.54 141.13 DISPOSAL 60.67 91.00 121 33 15160 181.93 RECYCLING" 0 00 0.00 0.00 000 0.00 TOTAL 107.73 161.55 21545 26914 323.06 6 COLLECTION 55.71 8380 111 64 139.59 167.36 Collection wllncrease 56.32 84.72 112.87 141.13 169.20 DISPOSAL 72.81 109 19 14546 181 93 218.37 RECYCLING" 0.00 000 0 00 0.00 0.00 TOTAL 129.13 193.91 25833 323.06 387.57 `Based on 32 gallon cans Page 1 Franchise Area 3 Keys Sanitary Service 2014115 b) CONTAINERIZED PICKUP RATE SCHEDULE RATE INCREASE: 1.1% Number of Pickups Per Week Container Size Rate 3 4 5 6 7 Element 1 2 1 COLLECTION 4686 7878 11068 14054 171 22 201 89 233.71 Collection wllncrease 47.38 79.65 111.90 142.09 173,10 204.1I 236.2$ DISPOSAL 38.38 76.77 115.16 153,5E 191 93 23032 268.76 RECYCLING" 0 00 0.00 000 0.00 0.00 0.00 0.00 TOTAL 85 76 15642 22706 29564 365 03 434-43 50503 2 COLLECTION 7878 140.54 201.89 26320 321.99 380.97 43988 Collection wllncrease 79.65 142.09 204.11 266,10 325.53 385,16 444.72 DISPOSAL 76.77 153.55 230 32 30708 383.86 46063 537.49 RECYCLING" 0 00 0.00 0-00 000 0 00 0-00 0.00 TOTAL 156.42 29564 434.43 573 18 70939 845.79 98221 3 COLLECTION 11068 201.89 292.65 380 97 469 30 557.57 645.84 Collection wllncrease 111.90 204.11 295-87 385.16 474.4fi DISPOSAL 115-16 230.32 34548 46063 575.80 690.95 690.95 806.24 BD6.24 RECYCLING"" 0-00 0.00 0 00 0 00 000 0.00 0.00 TOTAL 227,06 434.43 641 35 845 79 1050.26 1254.65 1459.18 4 COLLECTION 140-54 26320 380 97 49872 61641 734.32 851.90 Collection wllncrease 142.09 266.10 385.16 504,21 623.19 742.40 861.27 DISPOSAL 153.55 307.08 460,63 51418 767-73 921.26 1074-98 RECYCLING"" 0.00 0.00 000 0.00 0.00 000 0.00 TOTAL 295.64 57318 845 79 1118 39 139092 1663,66 1936.25 6 COLLECTION 201 89 38097 557 57 734 32 910.84 1087.49 1264.11 Collection wllncrease 204.11 385-16 563.70 742.40 920.86 1099.45 1278.02 DISPOSAL 230.32 460.63 690 95 921 26 1151.58 1381.91 1630.22 RECYCLING" 000 coo 000 0 00 000 0.00 0.00 TOTAL 43443 84579 1254.65 166366 2072.44 2481.36 2908.24 8 COLLECTION 263.20 49872 73432 969 83 1205,20 1440.78 1676.35 Collection wllncrease 266.10 504.21 742.40 980.50 1218.46 1456.63 1694.79 DISPOSAL 307.08 614 18 921 26 1228 36 153544 1842.54 2149-97 RECYCLING" 0.00 0.00 000 0 DO 0.00 0.00 0.00 TOTAL 573 18 1118.39 166366 2208.86 275390 3299.17 3844.76 -Rates for recycling services a•e not reflected in these tables Those charges are rased on a collection $6.84 cubic yard and a processing fee of $i 09 per cubic yard, there is no disposal fee for recycl- fee of per MontNy charges will depend on the specific level of service. ing services Page 2 EXHIBIT III DISCLOSURE OF SERVICE RATES -- COMMERCIAL REGULATION BY MONROE COUNTY The terms and conditions of this Amended and Restated Solid Waste and Recycling Collection Franchise Agreement are regulated by a Franchise granted by Monroe County Should the customer have any questions relating to the terms and conditions of this Franchise Agreement, the customer may call the Contract Administrator at 305-292-4432. COLLECTION CONTAINERS The customer shall be provided the 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 Compactor from any source. provided the Compactor can be serviced by the Franchisee's collection equipment. Containers and Compactors shall be maintained in a serviceable, safe and sanitary condition by the customer. 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. A convenience fee imposed pursuant to Article 6(G) may be included in the cost of the special services. "RATES FOR SERVICES" DISCLOSURE A "Rates for Services' disclosure statement shall be completed and issued to each customer receiving Solid Waste Collection Senlice; or special services. Upon the initial signing of a contract for these services, a copy of this disclosure statement shall be provided the customer and the Contract Administrator. The Rates for Services disclosure statement shall have attached a rate schedule that 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. .h � EXHIBIT III DISCLOSURE OF SERVICE RATES ( Page 2) "RATES FOR SERVICES" DISCLOSURE STATEMENT Franchise Name: Customer Name: Customer Address: Customer Phone it: Level of Service: Item Cost of Collection of Solid Waste Cast of Disposal of Solid Waste Cost of Container Maintenance for Solid Waste itemized Charges for Special Services Convenience Fee Total Date of Agreement: Service Date: Begin: End: Monthly Cost 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 SOLID WASTE MANAGEMENT DEPARTMENT AT 305-292-4432. EXHIBIT IV ANNUAL FINANCIAL REPORTING FORMAT The Franchisee shall submit to the Franchisor a complied Statement of Activities related to the services provided pursuant to this agreement. The Statement of Activities shall beprepared in accordance with generally accepted accounting standards. The Franchisee shall disclose as part of the Statement of Activities income and expenses and all methods of allocations used to distribute costs between commercial and residential operations. The disclosure shall be in narrative form and include the basis for the allocation method_ The Franchisee shall provide a description of the expenses classified as Other Operating Costs and Other General and Administration. Additionally. an annual audited statement related to the Franchisee Fee shall be provided as set forth in this Franchisee Agreement Anv allocations made must be disclosed in a narrative format, along with the basis for those allocations. Additionally, it is understood that each Franchisee shall utilize the accrual basis of accounting for income and expenses. EXHIBIT V Special Services -- Keys Sanitary FY 2013-2014 Approved Rates RATES DETERMINED BY FRANCHISOR CPI 1.1- 0514) Rolling Out Container (and returning it to $3•80 original location) Back Door Service (Residential Curbside Negotiable Only)* Opening (and closing) Doors or Gates $1.25 Locks for Containers S25.00 (one time) Charge for Replacement based on Cost + 10% Unlocking Containers 51.71 Supplying (and retrofitting) locking $76.23 Mechanism on container** Adding wheels to or changing wheels No Charge on 1,2, and 3 yard Containers only Moving Container Location (if Feasible) Per Customer Request $31.76 Adding lids to or changing lids on Containers No Charge Set up and Return Fees $38.11 Credit Card Convenience Fee Not to exceed fee charged by customer's credit card company Over the Lid Service To be charged by the yard at the current collection and disposal rate. *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." 05.21.14 EXHIBIT VI PERFORMANCE BOND SLIDING SCALE Gross Revenue (Minus Disposal Perfonnance Bona Required Fees paid to the Franchisor) in Millions of Dollars 2, 5 - Above 1.5 - 2.5 .5 - 1.5 .0-.5 62 $400.000 ' $300,000 S200.000 i $100,000 Exhibit VII Public Outreach Tasks 1. Creative Reuse Showcase Children play a critical role in changing family behavior and in promoting environmental stewardship. An annual Creative Reuse Showcase is a hands-on way for students to promote product repurposing and reuse, It'' helping Monroe Franchisor toward increasing recycling participation. We will collaborate with the Franchisor, other Franchisees, local businesses and artists to host a student -recycled art show. Student entries may be judged by local residents, artists and or business owners. We suggest the � `'— " ' ' ' winning student art be on display for a month at the franchisor Administrative office or another partnering organization. 2. Residential Clean Cart Challenge Residents will win a gift card redeemable at a local Monroe County outlet. The Clean Cart Challenge rewards Monroe County residents for good recycling habits. Our Recycle Rewards patrol will check out neighborhood recycle carts. When a customer's cart is chosen and has only acceptable materials in it (i,e. no trash), the customer wins a gift card. 3, America Recycles Day November 15 Special Events 1 Earth Day/ America Recycles Day There may be awards and or recognitions available from local, regional, state or national associations that bring praise for Monroe County's efforts. For example, SWANA (Solid Waste Association of North America) honors communities of all sizes for their efforts for marketing, communications, and outreach. SWANA also presents industry recognition for recycling, solid waste and organics programs. The special events held in Monroe County, the public outreach efforts and /or the increasing diversion numbers might be of award -winning caliber for organizations. 63 4. Monroe County and Southeast Florida Sustainability - Sustainability is an important concept in Monroe County and the State of `� � n; Florida. We are here to provide Monroe County to help implement programs to become a more sustainable community, at the request of the Franchisor. 4 1 5. School Recycling and Refuse Education The Franchisee shall participate in school recycling and effuse education programs through school events in the Franchisee"s franchisee area. The Franchisee shall work with school principals and staff, and shall also provide recvcie bins at no charge to the classrooms and various forms of promotional gifts for the students. 6. Community Events The Franchisee shall donate collection services to a variety of events . including but not limited to, shoreline and coastal cleanups, road cleanups, and neighborhood cleanups. The Franchisee shall donate recycling collection services for community events include but not limited to the M.S. Bike Ride, bridge marathons, the Irish Festival, Glee events, festivals. and any other local event. 7. Community Information The Franchisee shall provide recycling and refuse service information to local customers via electronic means. and provide news of community events to local customers. The Franchisee shall also provide a residential services packet with every residential recycling container and cart delivered, which shall describe how to properly dispose of all types of debris, including recycling. yard waste aTid hazardous waste. EXHIBIT VHI INSURANCE REQUIREMENTS 6�� 20I i Edition WORKERS' COMFENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $1,000,000 Bodily Injury by Accident $1,000,000 Bodily Injury by Disease, policy limits $1,000,000 Bodily injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract, Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. WC3 Administration Instruction 89 2011 Editian VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a mbii num, liability coverage for: O Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) if split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. PAN Administration Instruction 82 2011 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance_ Coverage shall be maintained throughout the life of the contract and include, as a minimum: Premises Operations Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GL3 Administration Instruction 55 M.C.A. Inst. 7500.2 February2, 2011 MONROE COUNTY, FLOR]DA Request For Waiver of Insurance Requirements 2005 Edition It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract, Contractor: Ted Carter Enterprises, Inc., D/B/A Keys Sanitary Service Contract for: Monroe County Solid Waste Address of Contractor: (Mailing). P.O. Box 345, Tavernier, FL 33070 (Physical): 300 Central Avenue, Key Largo, FL 33037 Phone: (305) 451-2025 Scope of Work: Solid Waste and Recycling Collection Reason for Waiver Policies Waiver will apply to: Signature of Contracto RiEk Management Date County Administrator appeal: We do not own or operate a landfill or transfer station and are not contracted to collect or haul any hazardous waste. Pollution Policy Approved: Date: Board of County Commissioners appeal: Approved: Meeting Date: Not Approved: Not Approved: 104 2011 Edition POLLUTION LIABELITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract involves the storage, treatment, processing, or transporting of hazardous materials (as defined by the Federal Environmental Protection Agency), the Contractor shall purchase and maintain, throughout the life of the contract, Pollution Liability insurance which will respond to bodily injury, property damage, and environmental damage caused by a pollution incident. The minimum limits of liability shall be: $1,000,000 per Occurrence/$2,000,000 Aggregate if coverage is provided on a claims made basis, an extended claims reporting period of four (4) years will be required. POL2 Administration Instnaction 72 EXHIBIT IX PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither 1 (� r e (Respondent's name) nor any Affiliate has been placed on the convicted vendor list wit in the last b months. (Suture) Date: S /3/ r STATE OF: 7 COUNTY OF: Ae��160111' od�Ty Subscribed and sworn to (or affirmed) before me on �W (date) by ,,� (name of affiant). He/She is personally known to me or has produced �«� (type of identification) as identification. WANOA R. ACTA-liEINA NoUry Public - Stsfe of Florida My Comm. Expires Jun 5, 2018 Commission # EE 205212 I' Bonded Through NMWW Notary Assn. 66 A-//L i/ NOTARY PUBLIC My Commission Expires: EXHIBIT X LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE: Keys Sanitary Service warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance 10-1990. For breach or violations of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion. deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee. KEYS SANITARY SERVICE By: . Title: Pile STATE OF FLORIDA COUNTY OF PERSONALLY APPEARED BEFORE ME, the undersigned authority, o�,�sc.c ,C as s_of Keys Sanitary Sei-Oce who, after being first duly sworn by me, affixed his signature in the space provided above, this day of , 2014. "v'""'•, s WANOA R. ROTA-REINA Notary Public, State of Florida b ` Notary Public - 5tate of Florida ry • • `g My Comm. Expires Jun $. 2018 = Commislion i EE 205212 �•,,°. �;•�''`- Banded rnro MOW Ar wb doaxr en. My Commission:__ EXHIBIT XI NON -COLLUSION AFFIDAVIT 1_ _✓� of the city of according to ]aw on my oath, and under penalty of perjury, depose and say that 1 am �G <. t"�J -. of the firm of the bidder making the Proposal for the proje t described inl4ie Request for Proposals for i1A_0V,fc.-z gyp,,, �L and that 1 executed the said proposal with full authority to do so; the prices in this bid have been arrived at independently without collusion, consultation. communication or agreement for the purpose of restricting competition, as to any° matter relating to such prices with any other bidder or with any competitor. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and d. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements ntained in this affidavit in awarding contracts for said project. (Si� ire) Date: STATE OF: 2-_e � COUNTY OF:/v/vi✓�of Du�T Subscribed and sworn to (or affirmed) before me on _ %� ~ D/ (date) by 7zay�,er�,� ,2 (name of affiant). He/She is personally known to me or has ��,,✓ produced /-�C�L (type of identification) as identification. WANDA R. ROTA-REINA Notary Public - Stas of FW ids NOTARY PUBLIC • q My Comm. Expires Jun S. 2016 Commission i EE 205212 ''�•� Ban* ThroughNkimia! WyAssn. My Commission Expires: -I wpm (ti 8 EXIBIT XU DRUG -FREE WORKPLACE F O R ]VI The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Keys Sanitary Service (Name ot Business) 1. Publish a statemenr notifying employees that the unlawful manufacture, distribution, dispensing, possession. or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, anv available drug counseling, rehabilitation. and employee assistance prograins, and the penalties that may be imposed upon employees for drug, abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the -tens of the statement an wi 1 notifyrthe employer of a13y conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5)days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community. or any employee who is so convicted. b. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Signature Date: 3 / STATE OF: sae.-_�•sr COUNTY OF: Sub cribed and sworn to (or affirmed) before me on /�20// (date) by, � ,4 ��,�✓ � � (name of affiant). He/She is personally known to sne or has roduced /`'Lv L „��,,, y n _ identification. NOTARY PUBLIC 69 1 Notary Public - State of Florida Arty Comm. Expires Jun 5. 2016 Commtsslon # EE 205212 Sor*d Through Nsliorul Notary Assn, My Commission Expires: N-9 FRANCHISE AGREEMENT (COLLECTION): MARATHON GARBAGE Contract with: Marathon Garbage Svc Contract # Effective Date: October 1, 2014 Expiration Date: _�epLember Contract Purpose/Description: ....... T.h.is..c.o.n.tra.et.s.h.al.l..a.u.thor.i.z.e..Ma.r.atho.n..G.arb.age..Se.rv.i.ce., inc.,to.procced with ... .. ... .. .. .. ..... .... .. .. ... . .. .. ......... .. .. ....... . ......... ... ... ....... .. ... ..... .... . .... . "FIN '19,113 7�- �WMEMVMINSIII ............ ......................... I III In Ii. I Contract Manager: Rhonda HaM .................. 8774 CAD M.S. #26 (Name) (Ext.) (Department/Stop #) t W, . . . . . . . . . . . . . . . . Ia ZZINSI ... M ...... M, '! 2-41"K., ..... M ......... i Total Dollar Value of Contract: $ $20.06 Current Year Portion: $ 1.90 Million Million for ... 15 Estimated Budgeted? YesZ NoF] Account Codes: 414 -40000-530 340 Grant: $ no - County Match: $ ArrioNAL co.fs Estimated Ongoing Costs: $9 /yr For: N/A (Not included in dollar value above) ................. .............. (eg. maintenance. utilitip5jim #Orial, salaries, etc.) ................................................................ ........... CONTRACT REVIEW Changes Date Out Date In Division Director Risk Management Needed Reviewer YesF'l NoEl YeSE]NO2f O.M.B./Purchasing Yes[:] No® --j&-4A�Jk,612 F � 5-9 Y County Attorney Yes[] Nom at gh kC,- Ck"a- Comments: IN) S 13 2,711-11 zMV7.1 W70111iij I Ur RUN AMENDED AND RESTATED SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT FOR THE MIDDLE KEYS AREA INCLUDING MARATHON, KEY COLONY BEACH, LAYTON AND DUCK KEY BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY IXI1 MARATHON GARBAGE SERVICES INC. Dated 05/13/2014 , 2014 TABLE OF CONTENTS Page COVER...................................................................................... 1 TABLE OF CONTENTS..................................................................... 2 1. TERM............................................................................................. 7 2. DEFINITIONS.................................................................................. 7 3. SERVICES PROVIDED BY FRANCHISEE ........................................... 15 A. Exclusive Franchise Granted.......................................................... 15 B. Responsibility for Service Billing and Collection ............................. 15 C. Emergency Service Provisions ........................................... D. Service to Selected COUNTY Agencies ......................................... 16 4. SOLID WASTE COLLECTION SERVICES ............................................ 17 A. Curbside Residential Solid Waste, Vegetative Waste, and Bulk Trash Collection Services.......................................................... 17 (1) Conditions and Frequency of Service .......... I ... ... I ................ 17 (2) Accessibility................................................................ 17 (3) Tag Improper Set Outs .......................... I........................ 18 B. Containerized Residential Solid Waste Collection Service .................. 18 (1) Conditions and Frequency of Service ................................. 18 C. Commercial Solid Waste Collection Service ................................... 19 (1) Conditions and Frequency of Service ................................. 20 (2) Method of Collecting.................................................... 20 (3) Level, Type and Disclosure of Rates for Commercial Collection and Other Service......................................................... 20 D. Hours of Collection................................................................. 20 E. Routes and Schedules.............................................................. 21 5, RECYCLING COLLECTION SERVICE ........ ......................................... 21 2 A. Curbside Residential Recycling Collection Services .......................... 22 (1) Conditions and Frequency of Service .................................. 22 (2) Accessibility for Curbside Recycling Collection ..................... 22 B. Containerized Residential Recycling Collection Service ..................... 22 (1) Conditions and Frequency of Service .................................. 23 (2) Accessibility and Schedule for Containerized Residential Recycling Collection..................................................... 23 C. Commercial Recycling Collection Service .................. ..... 23 . .............. (1) Conditions and Frequency of Service .................................. 23 (2) Level, Type and Disclosure of Rates for Commercial Recycling Collection and Other Services .......................................... 24 (3) Ownership.................................................................. 24 D. Method of Payment................................................................. 25 E. Hours of Collection................................................................. 25 F. Routes and Schedules.............................................................. 25 G. Purchase, Delivery, and Replacement of Recycling Carts and Containers for Residential Dwelling Units .................................................... 25 H. Manner of Collection............................................................. 26 I. Material Recycling Facility...................................................... 26 J. Change in Scope of Recycling Collection Service ........................... 26 6. CHARGES, RATES, AGREEMENT AMOUNT AND LEVEL OF SERVICES......... 27 A. Obligation of Franchisor for Billing, Collection and Payments .............. 27 (1) Specific Responsibilities.................................................. 27 (2) Units Omitted from Annual Roll ....................................... 27 B. Solid Waste and Recycling Collection Rate Adjustments ..................... 28 C. Compiled Statement of Activities and Franchise Fee Audit ............... 29 D. Agreement Amount............................................................. 29 E. Solid Waste Disposal and Recycling Processing Costs ....................... 29 F. Extraordinary Rate Adjustment ................................................. 29 G. Franchise Fee........................................................................ 29 H. Diesel Fuel Surcharge, ............................................................. 31 I. Convenience Fee....................................................................... 31 7. HOLIDAYS................................................................................... 31 a. Service Fee........................................................................... 31 8. SPECIAL SERVICES..................................................................... 3I 9. PUBLIC AWARENESS PROGRAM ..................................................... 32 10. MANNER OF COLLECTION........................................................... 32 11. PERSONNEL OF THE FRANCHISEE... .............................................. 33 12. SPILLAGE.................................................................................... 33 13. SOLID WASTE AND RECYCLING FACILITIES ..................................... 34 14. COLLECTION EQUIPMENT.............................................................. 34 15. VEGETATIVE WASTE..................................................................... 35 16. SPECIAL WASTE, HAZARDOUS WASTE, BIOHAZARDOUS OR BIOMEDICAL WASTE AND SLUDGE ...................................................... 35 17. OFFICE.......................................................... I .......... ................ 1". 35 18. COMPLAINTS............................................................................... 36 19. QUALITY OF SERVICE................................................................... 36 20. FILING OF REQUESTED INFORMATION AND DOCUMENTS ................. 39 21. UNCONTROLLABLE CIRCUMSTANCES ............................................ ................... 39 22. PERMITS AND LICENSES ................................ ........ ................... 40 23. PERFORMANCE BOND .................. ..................... ..... ... I ...... I ...... I ..... 1 40 24. WORKERS' COMPENSATION INSURANCE ........................................ 40 25. LIABILITY INSURANCE.................................................................. 40 26. INDEMNITY................................................................................. 41 27. ACCESS TO FRANCHISEE'S BOOKS AND RECORDS .......................... 42 28. POINT OF CONTACT........................................................... ............ 43 29. NOTICE....................................................................................... 43 30. DEFAULT OF CONTRACT .............. ................................................ 43 4 31. MODIFICATIONS TO AGREEMENT DUE TO PUBLIC WELFARE OR CHANGEIN LAW................................................................................ 45 32. RIGHT TO REQUIRE PERFORMANCE ................................................ 46 33. TITLE TO WASTE........................................................................... 46 34. GOVERNING LAW AND VENUE ................... ... 46 35. COMPLIANCE WITH LAWS............................................................. 47 36. SEVERABIL,ITY............................................................................. 47 37. ASSIGNMENT AND SUBLETTING ................. ..... I............................. 47 38. MODIFICATIONS.................................................................. .... 48 39. INDEPENDENCE OF AGREEMENT ...... ............................................ 49 40. MUNICIPALITY'S OPTION TO BE COVERED BY AGREEMENT .............. 49 41. OTHER RATE ADJUSTMENTS.......................................................... 49 42. EXISTING OR PRIOR AGREEMENT ................................................... 49 43. ATTORNEY'S FEES AND COSTS ....................................................... 49 44. BINDING EFFECT........................................................................... 50 45. AUTHORITY............................................................................... 50 46. CLAIMS FOR FEDERAL OR STATE AID ............................................. 50 47. ADJUDICATION OF DISPUTES OR AGREEMENTS ............................. 50 48. NON-DISCRIMINATION................................................................ 50 49. COOPERATION ...................................... ....................................... 51 50. COVENANT OF NO INTEREST.. . ......................... I ........... ... .... 5I 51. CODE OF ETHICS......................................................................... 52 52. NO SOLICITATION/PAYMENT...................................................... 52 53. PUBLIC ACCESS........................................................................... 52 54. NON -WAIVER OF IMMUNITY.......................................................... 53 55. PRIVILEGES AND IMMUNITIES ....................................................... 53 ......................... �6. LEGAL OBLIGATIONS AND RESPONSIBILITIES; NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES ................................. 53 57. NON -RELIANCE BY NON-PARTIES .......... ........................................ 54 58. ATTESTATIONS............................................................................ 54 59. NO PERSONAL LIABILITY .................................................... I......... 54 60. EXECUTION IN COUNTERPARTS ........................................... .... 54 61. SECTION HEADINGS................................................................... 54 EXHIBIT I - DESCRIPTION OF BOUNDARIES OF SERVICE AREA ............. 56 EXHIBIT II - APPROVED RATE SCHEDULE ........................................... 57 EXHIBIT III - DISCLOSURE OF SERVICE RATES .................................... 58 EXHIBIT IV - ANNUAL FINANCIAL REPORTING FORMAT ...................... 60 EXHIBIT V - SPECIAL SERVICES ................................... ... ................... 6I EXHIBIT VI --- PERFORMANCE BOND SLIDING SCALE ............................. 62 EXHIBIT VII - PUBLIC OUTREACH TASKS ........................................... 63 EXHIBIT VIII- INSURANCE REQUIREMENTS ........................................ 66 EXHIBIT IX- PUBLIC ENTITY CRIME STATEMENT ............................................ 67 EXHIBIT X -LOBBYING AND CONFLICT OF INTEREST CLAUSE - SWORN STATEMENT UNDER ORDINANCE NO. 010-I990, MONROE COUNTY, FLORIDA, ................................................................................... 68 EXHIBIT XI - NON -COLLUSION AFFIDAVIT .................................................. 69 EXHIBIT XII - DRUG FREE WORKPLACE FORM ............................................... 70 t SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT FOR THE MIDDLE KEYS AREAS THIS AMENDED AND RESTATED SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT (hereinafter referred to as "Agreement") is made and entered into this 21 st_day of May 2014, by and between THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, 1100 Simonton Street, Key West, Florida, 33040, a political subdivision of the State of Florida (hereinafter referred to as "COUNTY" or "Franchisor"), and Marathon Garbage Service, Inc., 4290 112 Overseas Highway, Marathon, Florida 33050, a Florida corporation (hereinafter referred to as "W MIF" or "Franchisee"). WITNESSETH WHEREAS, the parties entered into a Solid Waste and Recycling Collection Franchise Agreement on or about May 19, 2004, as amended on August 17, 2005, January 28, 2009, and renewed and amended on May 20, 2009, which is scheduled to terminate on September 30, 2014; and WHEREAS, the parties have negotiated new terms and conditions under this agreement; and WHEREAS, the terms and conditions are favorable to the Franchisor in terms of cost effectiveness, improved levels of service and improved levels of recycling efforts from the Franchisee; and WHEREAS, the Franchisor desires the yard waste to continue to be separated from the solid waste to allow a separate yard waste processing program to be implemented; and WHEREAS, the County pursuant to Section 2-347(e)(5), Monroe County Code hereby exercises its option to waive competitive bidding for this solid waste service; and WHEREAS, the parties desire to amend and restate the agreement. In consideration of the mutual benefits, the parties herein agree as follows: 1. TERM The term of this Agreement shall be for the period beginning on October 1, 2014, extending for ten (10) years, and terminating on September 30, 2024. Franchisor shall have the exclusive option to extend the Agreement by formal Amendment, upon mutually agreeable terms and conditions, for an additional five (5) year period upon one hundred twenty (120) days written notice to the Franchisee prior to the expiration of the current term of this Agreement. If such written notice and formal renewal amendment is not provided this Agreement shall terminate on September 30, 2024. Monroe County shall have the right to unilaterally extend the term for a period of ninety (90) days under the same terms and conditions as set forth herein. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual 7 appropriation by the Board of County Commissioners. 2. DEFINITIONS A. Biological Wastes causes or has the capability of causing disease or infection and which includes biomedical waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals. B. Board shall mean the Board of County Commissioners of Monroe County, Florida. C. Bulk (or Bulky) Trash shall mean any non -vegetative item that cannot be containerized or bundled; including, but not limited to, inoperative and discarded refrigerators, ranges, toilets, clothes dryers, bath tubs, water heaters, sinks, bicycles and other similar domestic appliances; household goods, furniture and carpeting. Carpeting will be picked up by the Franchisee if cut to lengths of six (6) feet or less, no more than 6 bundles of carpet for one pickup, and bundled items must be generated from the property of a Dwelling Unit. "Home Improvements", which include, but are not limited to, cabinets, drywall, lumber, paneling and other such construction -related materials, are not considered bulk trash. "Bulky trash or waste" does not include large items such as car bodies, camper shells, mobile homes, trailers, Jacuzzi tubs or spas, or any other items that cannot be safely lifted and collected by one person. In addition, bulky wastes do not include any hazardous or special waste as well as any other item or items that in the future may be land banned by regulation. D. Collection shall mean the process whereby Residential Solid Waste, Commercial Solid Waste and Recyclable Material are removed and transported to a designated facility. E. Collection Agreement or Agreement shall include this document. All amendments and exhibits thereto shall be made in writing and shall be the written document between the Franchisor and the Franchisee governing the provision of services as contained herein. F. Commercial Solid Waste shall mean Garbage, Vegetative Waste and Rubbish that is not Residential Solid Waste. G. Commercial Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from business entities and any or all collection services not covered in Section JJ within the 9 Service Area. H. Commercial Solid Waste Collection Service shall mean the collection of Commercial Solid Waste within the service area. Such service includes Containers and Compactors, but does not include Specialty Hauler Roll -Off Collection Service. 1. Compactor shall mean any container that has compactor mechanism(s), whether stationary or mobile, all-inclusive. J. Construction and Demolition Debris (C&D) shall mean materials generally considered to be non - water soluble and non -hazardous in nature, including, but not limited to, steel, glass, brick, concrete, roofing material, pipe, gypsum wallboard and lumber from the construction or destruction of a structure as part of a construction or demolition project. Mixing of a very small amount of waste other than C&D from the construction site will not automatically cause it to be classified as other than C&D. K. Container shall mean and include any container designed or intended to be mechanically dumped into a loader/packer type garbage truck. L. Containerized Residential Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from Dwelling Units in the service area that require the use of containers for the collection of recyclable materials and the delivery of those recyclable materials to the Materials Recycling Facility. M. Containerized Residential Solid Waste Collection Service shall mean solid waste collection service of all Dwelling Units whose Garbage, Rubbish, Bulk Trash or Vegetative Waste are collected by means of a central or shared Container and not by means of a Garbage Receptacle. Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash. N. Contract Administrator shall mean the person designated by the Franchisor who shall act as the representative of the Franchisor during the term of this Agreement. O. County shall mean Monroe County, Florida. 9 P. Curbside Residential Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from all Dwelling Units in the service area that also receive curbside Residential Solid Waste Collection Service for solid waste and other Dwelling Units as are designated by the County, and the delivery of those recyclable materials to the Monroe County Materials Recycling Facility or other designated transfer station. Residential materials shall not include recycling materials generated from a commercial business. Q. Curbside Residential Solid Waste Collection Service shall mean Residential Solid Waste Collection Service for all Dwelling Units whose garbage is collected by means of a garbage receptacle at curbside or roadway. R. Designated Facility shall mean a processing, recycling or transfer facility designated by Monroe County. S. Dwelling Unit shall mean any residential living type of structure or building with kitchen facilities intended for or capable of being utilized for residential living other than a hotel or motel unit. T. Fiscal Year shall mean, during the tenn of this Agreement, the period October 1 of a given year through September 30 of the following year. U. Franchisee 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, and Recycling Collection Service. V. Franchisor shall mean the Board of County Commissioners of Monroe County, Florida. W. Garbage shall mean all putrescible waste, generally including, but 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 attributable to residential or commercial activities. X. Garbage Receptacle shall mean any commonly available light gauge steel, plastic or galvanized receptacle of non -absorbent material, closed at one end and open at the other, furnished with a closely fitted top or lid, handle(s) and without any jagged or sharp edges. A garbage receptacle is also defined ti as a heavy duty, securely tied plastic bag designed for use as a garbage receptacle. Any receptacle made from plastic drums with rope handles, or slots cut into the sides for handles, is not an acceptable garbage receptacle. Any receptacle including waste materials shall not exceed thirty-two (32) gallons in capacity or fifty (50) pounds in weight, unless a Franchisee implements (with written authorization from the Contract Administrator or his or her Designee) an automated or semi -automated collection system requiring the use of some other standard receptacle compatible with the Franchisee's equipment. Y. Hazardous Waste means solid waste as defined by the State of Florida Department of Environmental Protection as a hazardous waste in the State of Florida Administrative Code, Chapter 62-730, or by any future legislative actions, or by Federal, state or local law. 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 percent (50%) of the time for "Transient Occupancy" as such term is defined in Chapter 509, Florida Statutes, or its successor law. AA. industrial Waste shall mean any solid waste accumulations of metal, metal products, minerals, chemicals, rock, cement, asphalt, tar, oil, grease, glass, crockery, rubber, tires, bottles, cans, lumber, sawdust, waste from animal packing or slaughterhouses, or other materials usually created by an industrial enterprise, BB.Materials Recycling 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. CC.Mobile Home shall mean the manufactured homes, trailers, campers and recreational vehicles. DD. Multi -Family Dwelling Unit shall mean and include any building or structure containing two (2) or more Dwelling Units under one roof. EE. 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. FF. Non -collection notice shall mean a form used by the Franchisee to notify customers of the reason for non -collection of materials set out by the customer for collection by the Franchisee pursuant to the Contract, developed by the Franchisee and approved by the Franchisor. GG, Permitted Disposal Facility shall mean the place or places specifically designated by the Franchisor for the disposal of solid waste, and that are properly permitted by the appropriate state and local agencies. HH. Public Awareness Program shall mean that program developed by the Franchisor to inform and encourage residential and commercial solid waste collection customers to use all solid waste collection services offered by the Franchisor through the Agreement, It shall also mean information concerning levels of service and changes in scope of service. II. Recyclable Materials shall mean newspapers (including inserts); aluminum, #1 - #7 plastic containers; clear, green and brown glass bottles and jars; corrugated cardboard; kraft paper bags; office paper; tin and ferrous cans; automobile tires; and other materials added upon agreement between the Franchisor and Franchisee. JJ, Recycling Cart shall mean a rigid, covered 65 gallon wheeled cart. Recycling container shall mean a rigid container that holds 18 gallons. Both shall be made of plastic or other suitable substance that is used for the storage of commingled recyclable materials. KK. Residential Property shall mean all improved property, or any portion thereof, used as a dwelling unit and shall include single family dwelling units, apartments, mobile homes and condominiums. LL. Residential Solid Waste shall mean Garbage, Rubbish, Bulk Trash and Vegetative Waste resulting from the normal housekeeping activities of a Dwelling Unit. Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash. MM.Residential Recycling Collection Service shall mean Curbside Recycling Collection Service and Containerized Residential Recycling Collection Service. NN. Residential Solid Waste Collection Service shall inean service to all Dwelling Units, including, but not limited to, single-family dwelling units, each living unit in a multi -family dwelling unit, condominium or cooperative association, each mobile home, whether located in a mobile home park or 12 on an individual parcel of property whether or not the lot is owned by the mobile home owner and whether or not the unit has an RV tag, and each timesharing unit. 00. Roll -off Collection Service shall mean Specialty Hauler Service as described in the Monroe County Code Section 21-46, and is the collections of C&D only roll -off containers within temporary locations in the service area, limited to new construction sites and remodeling or refurbishment sites. Roll -off Collection Service shall also mean the collection of horticultural, agricultural or vegetative waste from permitted land clearing sites. Roll -off Collection Service does not include Special Wastes, Garbage or Recyclable Materials, and is not covered under this Agreement, PP. Rubbish 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, that 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 what, due to their ability to retain water, may serve as breeding places for mosquitos or other water -breeding insects. QQ. Service Area shall mean that portion of the unincorporated area of the County as described in Exhibit 1, for which the Franchisee has an executed Collection Agreement. RR. Single Family Dwelling Unit means a building, mobile home, or portion thereof, designed for residential occupancy that is arranged, designed or used as living quarters for only one family. SS. Sludge shall mean a solid or semi -solid or liquid generated from any wastewater treatment plant, water supply treatment plant, air pollution control facility, septic tanks, grease traps, portable toilets, or related operations, or any other such waste having similar characteristics or effects. TT. Special Services shall mean any services requested or required by the customer that are in addition to, or a change in, Residential Solid Waste Collection Service, Residential Recycling Collection Service, Commercial Recycling Collection Service and Commercial Solid Waste Collection Service as set out or similar to those listed in Exhibit V. UU. Special Waste shall mean those wastes that require extraordinary management. They include, but are not limited to, automobiles or automobile parts, abandoned automobiles, boats or boat parts, waste oil, sludge, dead animals, agricultural and industrial waste, septic tank pumpings and Biohazardous and B Hazardous wastes. VV, Vegetative Waste — Regular shall mean any vegetative matter generated from the yard and landscaping maintenance of the property of a Dwelling Unit and shall include materials such as tree and shrub trimmings, grass clippings, palm fronds, small tree branches and other matter usually produced as refuse in the care of lawns, landscaping and yards, that shall not exceed four feet (4') in length and/or four inches (4") in diameter, and shall include Christmas trees. Such waste shall be tied in bundles or placed in containers that are susceptible to normal loading and collection as other Residential Solid Waste. If containers are used, they shall meet or exceed the Franchisor's specification for such containers. No bundle or filled container shall exceed fifty (50) pounds in weight. The materials shall not exceed 12" above the top of the container. Regular Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash, unless approved in writing by the County. "Vegetative, Green or Yard Waste" means leaves, grass, clippings, brush and branches generated from landscapes or gardens at Residential or Commercial Premises, separated from other Residential Solid Waste. Green Waste includes Holiday Trees but does not include stumps or branches exceeding four inches (4") in diameter or four feet (4') in length. WW. Vegetative Waste — Oversize shall mean large cuttings of vegetative matter that are part of the normal yard maintenance of a Dwelling Unit, and that cannot be cut for placement in a container or bundled due to the material exceeding the weight and size restrictions for regular vegetative waste. Oversize vegetative waste shall be placed neatly at the curb and shall be of a type as to be readily handled by mechanical collection equipment of the Franchisee and shall not exceed six feet (6') in length. Oversize Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash, Oversize Vegetative Waste does not include any form of matter or debris resulting from commercial tree removal, land clearing or land development. in the case of a dispute between the Franchisee and a customer as to what constitutes Oversize Vegetative Waste, the situation will be reviewed and decided by the Contract Administrator, whose decision will be final. 14 3. SERVICES PROVIDED BV FRANCHISEE A. Exclusive Franchise Granted. The Franchisee is herein granted an exclusive franchise to provide Residential Solid Waste Collection Service, Commercial Solid Waste Collection Scrvice and Residential Recycling 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 entity except the Franchisee may offer or provide Residential Solid Waste Collection Service, Commnercial Solid Waste Collection Service or Residential Recycling Collection Service in the Service Area. The Franchisor agrees to assist the Franchisee in taking timely action against any entity violating the provisions of this Scction. The Franchisee shall be the agent to the Franchisor to provide Commercial Recycling Collection Services in the Service Area, where that service is requested by a commercial entity. The Franchisee shall be responsible for billing and collection of Commercial Recycling Collection services not being billed and collected by the Franchisor. B. Responsibility for Service Billing and Collection. The Franchisor shall be responsible for the billing and payments for Residential Solid Waste Collection Service. The Franchisee shall provide billing and collection services for Commercial Solid Waste Collection Services. Billing for Commercial Solid Waste Collection Services shall be reported in the format designated by the Franchisor's Contract Administrator. C. Emergency Service Provisions. 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 equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster that is not otherwise covered by the County's Disaster Response and Recovery Services Contract. By December I` of the year that this Agreement is in effect, the Franchisee is requested to provide a Disaster Preparedness Plan to the Contract Administrator for review and approval. This plan shall include provisions for additional manpower and equipment, as well as a proposed rate for collection associated with the clean-up of natural disasters or other such occurrences. The Franchisee shall update the Disaster Preparedness Plan by December I" of each year of this Agreement for the Contract Administrator's review and approval. The Franchisee shall receive extra compensation above the normal compensation contained in this Agreement, after such has been approved by the Board, based on the rate schedule submitted to the Contract Administrator. Subject to verification of documentation request by the County, payment for these services shall be made by the Franchisor within ninety (90) days of the receipt of the billing by the Franchisee. The Franchisee must provide documentation for verification of services as requested by the Franchisor for payment. The Franchisee shall not be responsible for nor have an obligation to collect, transport or dispose of debris or other waste material from a hurricane, severe storm or other natural or man-made disaster unless the County enters into a written agreement with Franchisee specifying the terms and compensation for such services. Should the parties enter into a written agreement and in the event the storm is declared a disaster such that FEMA is authorized to participate in managing the cleanup, the Franchisee shall be responsible for the preparation of all documents and forms and support information required by FEMA. Such documents, forms and information shall be submitted to the County by the Franchisee within the time limits established by FEMA for such filings. D. Service to Select County Agencies. The Franchisee must collect the solid waste and recyclables normally generated by the County's Fire, EMS, Monroe County Sheriff's Department, and Library facilities located within the franchise area at no charge or cost to the County for collection. In addition, the Franchisee shall be required to provide collection service for up to twelve (12) community events (e.g. community clean-ups, parades, and other special events) per operating year, at no cost to the Franchisor, if such collection service is requested by or approved by the Franchisor. The Franchisee shall provide each event with roll -off containers and/or recycling carts as appropriate to successfully manage the solid waste and recycling generated by the specific event. The Franchisor shall be responsible only for the cost of disposal. rr, In addition, the Franchisee shall collect illegal trash piles designated by the County at no charge to the Franchisor, not to exceed four (4) piles per month. The Franchisor shall be responsible only for the cost of disposal for these piles. Franchisee shall also provide an aggregate of five (5) roll off pulls for Franchisor facilities per month. The Franchisor will pay for the disposal cost of such pulls but there shall be no charge for the hauling of the roll off containers. Such direction shall come from the County's solid waste administrator or designee. The Franchisee shall include the summary of these activities in the monthly reports to the County. Services set forth in this paragraph D shall not be applicable to hauling materials resulting from storm events. 4. SOLID WASTE COLLECTION SERVICES A. Curbside Residential Solid Waste, Vegetative Waste and Bulk Trash Collection Services (1) Conditions and Frequency of Service All Curbside Residential Solid Waste and Regular vegetative waste shall be properly containerized in Garbage Receptacles or otherwise prepared for collection. Vegetative waste shall be separated fi-om Residential Solid Waste. No filled receptacle or bundle shall exceed fifty (50) pounds in weight. (Regular vegetative waste will be as defined in Section 2.RR). Curbside Residential Solid Waste Collection Service, except for permitted holidays, shall be provided twice per week with not less than forty-eight (48) hours or more than seventy-two (72) 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 2.SS and 2.0 of this Agreement shall be picked up by the Franchisee within five (5) business 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. There may be a charge to the resident for oversize vegetative waste, as specified in Exhibit II. The resident will be required to call the Franchisee for the removal of oversize vegetative waste and Franchisee will inspect the material and provide a quote for such service. The resident may utilize the service at the quoted rate or utilize another lawful means or entity to manage the material. Franchisee agrees not to combine or comingle vegetative waste with solid waste. The Franchisor is contemplating a separate yard waste processing program and therefore requires the separate collection of yard waste. The Franchisee shall provide for a twice a week collection of solid waste, once a week collection of yard waste and once a week collection of recyclables from residents unless otherwise approved in writing by the County. The separate day of collection of yard waste shall be provided at no additional t7 cost to the Franchisor. In the event that a yard waste processing program is not implemented by the Franchisor, the Franchisee shall not reject eombined or commingled vegetative and solid waste. (2) Accessibility 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 safe and efficient accessibility to the Franchisee's collection personnel 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 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 disabled and 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 - accessibility to the Franchisee's personnel 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 V. Billing for these services shall be reported in a format prescribed by the Contract Administrator. In the event a special service request is not listed in Exhibit V, charges for such services shall then be established through negotiations between the Franchisee and the customer. In the event the customer and the Franchisee cannot reach an agreement on the cost, the Contract Administrator will determine the cost. (3) Tag Improper Set Outs. In the event the Recycled Materials and the Solid Waste are commingled by the Resident(s) to the extent that they cannot easily be separated by the Franchisor, or the nature of the solid waste renders the entire recycling bin or cart contaminated, the Franchisee shall leave the cart or bin as is and issue a Non -Collection Notice to the customer containing instructions on the proper procedures for setting out recyclable materials and shall advise of the offending material. The Franchisee shall pick up the cart or bin as solid waste if it is still contaminated, or as recyclable material if it has been cleaned, in the next round of pick up. The Franchisee shall maintain a record of the address where recyclable materials were not collected, the date of non -collection, and the reason they were not collected. Such information shall be provided to the Franchisor's Solid Waste Administrator in the monthly rep tNts. B. Containerized Residential Solid Waste Collection Service (1) Conditions and Frequency of Service The Franchisee shall provide Containerized Residential Solid Waste Collection Service to Multi - Family Dwelling Units of four (4) or more in the Service Area that are suitable to receive such service and request such service. The size and location of the container and the frequency of collection shall be determined by the Franchisee and the residential complex, in accordance with this Agreement. The level of service shall be sufficient to meet customer needs in a safe and sanitary manner. In the event of an unresolved dispute involving the level and type of service to be provided, the location and size of Containers or the frequency of service, the Contract Administrator shall make the final determination. The Franchisee shall be paid the appropriate container maintenance 1 fee in accordance with Exhibit II. A minimum of once per week service is required of all customers, or such other minimum frequency as provided by law. Service shall not exceed a maximum of twice per week. Such service shall be provided by mechanical container as defined herein. C. Commercial Solid Waste Collection Service (1) Conditions and Frequency of Service The Franchisee shall collect and dispose of all Commercial Solid Waste in the Service Area, except Special Waste. A minimum of once per week service is required of all customers, or such other minimum frequency as provided for by law. Such service shall be provided by mechanical Container as defined herein. However, where a customer generates less than one (1) one cubic yard of waste per week, Garbage Receptacles provided by the customer may be utilized The size of the Container and the frequency of collection shall be determined between the customer and the Franchisee. However, size and frequency shall be sufficient to provide that no Commercial Solid Waste need be placed outside or above lid level of the Container. Storage capacity shall be suitable for the amount of waste generated by the customer. In the event the customer and the Franchisee cannot reach an agreement as to the level and type of service to be provided, the Contract Administrator shall make a decision binding on both parties, including the location and size of Containers and the required number of pickups per week. Putrescible waste shall be picked up a minimum of two times per week. All Commercial Solid Waste shall be placed in a Container, Compactor or Garbage Receptacle. Vegetative Waste shall not ne commingled with Garbage. Where Garbage Receptacles are used, they shall be placed at the roadside or at such other single collection point as may be agreed upon between the Franchisee and the customer. All Containers or Compactors shall be kept in a safe, accessible location agreed upon between the Franchisee and the customer. Any Container or Compactor damaged by the Franchisee shall be repaired or replaced by the Franchisee within seven (7) days. Compactors may be obtained by customers from any source, provided that such Compactors are of a type that can be serviced by the Franchisee's equipment. The customer shall be completely responsible for its proper maintenance. Compactor collection frequency shall be a minimum of once per week and shall be sufficient to contain waste without spillage. (2) Method of Collecting Collection shall occur on a regular basis with a frequency of pick-up as provided herein and the size of the Container to be agreed upon between the Franchisee and the customer. (3) Level, Type and Disclosure of Rates for Commercial Collection and Other Services a. Commercial Collection: The Franchisee shall only charge rates as set forth in Exhibit II or as otherwise allowed by this Agreement. A written agreement between the Franchisee and the customer shall be entered into regarding the level and type of service to be provided and manner of collection of fees. The fees charged to the customer by the Franchisee may vary in accordance with the rate schedule in Exhibit II based on changes in size of Containers and/or changes in frequency of collection. The terms and conditions of such agreement shall be in compliance with all provisions of this Agreement. The customer shall subscribe to a level of service sufficient to meet the needs of the customer in a sanitary and efficient manner. However, upon failure of the parties to reach such as agreement, the Contract Administrator or his or her designee 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 11. The Franchisee will be responsible for the billing and collection of Commercial Collections Service except as otherwise provided in this Agreement. b. Disclosure: The written Agreement between the Franchisee and the customer shall be in a separate document as specified in Exhibit III. D. Hours of Collection 20 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 collected between the hours of 5:00 a.m. and 6:00 p.m. Monday through Saturday. Other non-residential locations may be collected at any time. The hours of collection may be extended due to extraordinary circumstances or conditions with the prior consent of the Contract Administrator. E. Routes and Schedules For Residential Solid Waste Collections 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 (4) weeks prior to the change. In the event of a permanent change in routes or schedules that will alter the day of pick-up, the Franchisee shall immediately notify the customer(s) affected, in writing or other manner approved by the Contract Administrator, prior to the change, at no cost to the Franchisor. 5. RECYCLING COLLECTION SERVICE The Franchisee shall provide Residential Recycling Service and where requested by the customer, Commercial Recycling Collection Service in the Service Area, The Franchisor shall be responsible for the billing and collection of payments for Residential Recycling Collection Service. The Franchisee shall be responsible for billing and collection of Commercial Recycling Collection Service costs and recyclables to be collected. The following Recyclables shall be collected in the Residential recycling collection program: • Newspaper • High Density Polyethylene (HDPE)/Polyethylene Terephthalate (PETE) Colored & Clear Plastic • Plastics #1 — #7 — Plastic lids and caps • Office and Mixed (junk mail/magazines) Paper • Chipboard, Cardboard and Phone Books • Rigid Containers, defined as Aluminum Cans, HDPE and Pet Plastics, Glass (No Blue Glass), Containers and Bi-Metal Cans The Recyclables items listed may be amended by approval of the Contract Administrator, and the parties agrbb to negotiate with respect to an adjustment of the rates to reflect any increased or decreased costs. A. Curbside Residential Recycling Collection Services will be governed by the following terms and conditions: (1) Conditions and Frequency of Service The Franchisee shall provide Curbside Residential Reeycling Collection Service to all Dwelling Units receiving Curbside Residential Solid Waste Collection Serviee 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 that shall coincide with one of the three regularly scheduled solid waste collection pick-up days. (2) Accessibility for Curbside Recycling Collection All Recyclable Materials to be collected shall be in a. Recycling Cart and/or Recycling Container, as specified by the Franchisor, marked for Recyclable Materials identified with embossment or stickers provided by Franchisee and shall be placed within six feet (b') of the curb; on a paved surface of the toad, in the closest accessible right-of-way, or other such location agreed to by the Franchisee, that will provide safe and efficient accessibility to the Franchisee's collection personnel and vehicle. The Franchisee must collect as many Recycling Carts and Containers, as the customer sets out. Where the customer 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 personnel 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. Franchisee may tag a recycle cart or container with a Non -collection notice that is contaminated more than 10%, and shall provide a list of containers tagged with a Non -collection notice to the County's Solid Waste Administrator. The Franchisee shall pick up the cart or bin as solid waste if it is still contaminated, or as recyclable material if it has been cleaned, in the next round of pick up. B. Containerized Residential Recycling Collection Service will be governed by the following terms and conditions: (1) Conditions and Frequency of Service 22 The Franchisee shall provide this service to Dwelling Units as are designated by the Franchisor that are located in the Service Area. This service shall be provided at least once every week on a scheduled route basis as set forth in Paragraph 2, below. (2) Accessibility and Schedule for Coutainerized Residential Recycling Collection All Recyclable Materials to be collected shall be in a Recycling Cart or Container designated for Recyclable Materials that shall be located in such location and shall be collected on a schedule by the Franchisee that will provide safe and efficient accessibility to the Franchisee's collection personnel 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. (3) Multi -Family Premises Franchisee shall provide recycling cart or bin service for all recyclable materials generated at all Multi -Family Premises. Where space prohibits the use of a 65 gallon cart, the Franchisee will provide resident with an 18 gallon recycling bin upon request. C. Commercial Recycling Collection Service The Franchisee shall perform Commercial Recycling Collection Services on behalf of the Franchisor for any business in the Service Area where the Franchisee has arranged, negotiated, or contracted for such service, and Franchisee shall have the right to solicit Commercial Recycling Collection Service agreements with any business in the Service Area upon terms and conditions consistent with this Agreement, and Franchisee shall provide loading, collection, transporting and removal services for recovered materials in the Service Area. (1) Conditions and Frequency of Service The Franchisee shall provide Commercial Recycling Collection Service to all business or commercial entities located in the designated Service Area. The size and frequency of the Container designated for Recyclable Materials shall be determined between the customer and the Franchisee. If the customer and Franchisee cannot agree, the Contract Administrator shall make the decision. 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 recyctables generated by the customer. The Franchisee shall provide Containers as necessary. Containers may be obtained by customers from the Franchisee. The customer shall be completely responsible for the container's proper maintenance. Container frequency of collection shall be sufficient to contain the waste without spillage. Compactors may be obtained by customers from any source proMded that such compactor must be of a type that can be serviced by the Franchisee's equipment. The customer shall be completely responsible for the compactor's maintenance. 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 Carts or Containers are used, they shall be placed at an accessible Iocation or at such other single collection point as may be agreed upon between the Franchisee and the customer. All Containers shall be kept in a safe, accessible location agreed upon between the Franchisee and the customer, Any Container, Recycling Cart or Recycling Container damaged by the Franchisee shall be repaired or replaced by the Franchisee within seven (7) days. Other Services (2) Level, Type and Disclosure of Rates for Commercial Recycling Collection and A written Agreement between the Franchisee and the customer shall be entered into regarding the level and type of service to be provided and manner of collection of fees. The terms and conditions of such Agreement shall be in compliance with all provisions of this Franchise Agreement and the term shall not extend beyond the term of this Agreement, as stated in Section 1. The customer shall subscribe to a level of service sufficient to meet the needs of the customer in a sanitary and efficient manner. However, upon failure of the parties to reach such an agreement, the Contract Administrator, or his or her 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 be responsible for the billing and collection of Commercial Recycling Collection charges except as otherwise provided in this Agreement. The written Agreement between the Franchisee and the customer shall be as specified in Exhibit III. (3) Ownership Notwithstanding any other provision of this Agreement, a commercial generator of Recyclable Materials retains ownership of those materials until it donates or sells, or contracts for the donation or sale of, those materials to another person or entity. Nothing in this Agreement shall prevent a person or entity engaged in the business of recycling, whether for profit or non-profit, from accepting and transporting Recyclable Materials, under contract with a commercial generator, from such commercial generator- when such Recyclable Materials have been purchased from or donated by the commercial generator, and no charge is made to or paid by the commercial generator for the loading, collection, transporting or removal of such Recyclable Materials. Provided, however, that such activities are subject to applicable state and local public health and safety laws, and provided that the transporter must report such information to the Franchisor as may be necessary for the doAnentation of state -mandated recycling or reduction goals. D. Method of Payment The Franchisor will be responsible for the billing and collection of payments for Residential Recycling Collection Service. Payments from the Franchisor to the Franchisee will be due and paid no later than the tenth (IO'") day of the month following service. The initial collection rate per unit per month shall be as set forth in Exhibit 11. This rate shall be adjusted in subsequent years in accordance with Section 6. The Franchisee shall be responsible for billing and collection of payments for Commercial Recycling Collection Service, at the rates as set forth in Exhibit II. The rates set forth in Exhibit H shall be adjusted in subsequent years in accordance with Exhibit IV. E. Hours of Collection 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 Iocated 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. Routes and Schedules The Franchisee shall provide and keep current with the Contract Administrator, or his or her designee, in a format acceptable to the Contract Administrator, an up-to-date route schedule map for all Residential Recycling Collection Service routes. The Franchisee shall notify the Contract Administrator in writing of any change in any route schedule four (4) weeks prior to such change. In the event of a permanent change in the routes or schedules that will alter the pick-up day, the Franchisee shall immediately notify the affected customer in writing or other method approved by the Contract Administrator not less than two (2) weeks prior to the change, at no cost to the Franchisor. G. Purchase, Delivery, and Replacement of Recycling Carts and Containers for Residential Dwelling Units (1) Within thirty (30) days of the Franchisor's approval date of this Agreement the Frapphisee shall order the recycling Carts, at Franchisee's sole cost, and shall deliver them to all residential customers no later than October 1, 2014. Throughout the term of this agreement and any renewal period, the Franchisee will purchase at its expense, and at residential customers' request, one sixty-five (65) gallon Recycling Cart per Residential Unit for use within the Service. The Franchisee shall purchase and provide two (2) Recycling Containers per Residential Unit for areas where the carts cannot be used — as directed by the Franchisor. (2) The Franchisor shall approve the specifications of the Recycling Carts in writing prior to purchase by the Franchisee. Franchisee shall submit a written request for authorization to the Franchisor, and shall include the specified color, materials, County logo (may be placed the lid label), and list of acceptable recyclable materials. Franchisee will only replace at its expense any Recycling Cart or container damaged through the fault or negligence of the Franchisee or its employees. An additional or replacement Recycling Cart may be purchased by a Resident for Sixty Dollars ($60.00). Additional or replacement bins shall be provided at no charge. initial delivery of the carts shall be made directly to the residents' homes, and shall not be placed curbside. (3) In the event of a storm event where carts may be lost or damaged by the storm, the Franchisee shall not be responsible for paying for the replacement carts. Residents shall be required to purchase their replacement cart from the Franchisee at a cost of $60. H. Manner of Collection The Franchisee shall collect Recyclable Materials with as little disturbance as possible and shall leave the Recycling Cart, Recycling Containers 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 Cart or Container. All Recyclable Materials set out by the customer that meet these criteria shall be collected. 1. Material Recycling 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 delivery of clean, non -contaminated Recyclable Materials. Contaminated materials are defined as those materials that require extensive sorting and/or disposal as determined by the supervisor of the County's recycling facility. J. Change in Scope of Recycling Collection Service From time to time, at the sole option of the Franchisor, it may be necessary to modify the scope of Recyclable Materials that will be included in Recycling Collection Service. Should this occur, the Franchisor and the Franchisee agree to enter into good faith negotiations to amend this Agreement to reflect the impact of any such modification. 5. CHARGES, RATES, AGREEMENT AMOUNT AND LEVELS OF SERVICE A. Obligation of Franchisor for Billing, Collection and Payments (1) Specific Responsibilities The Franchisor or its designee will be responsible for the billing and collection of payments for Residential Solid Waste Collection Services with the exception of any Special Services provided by the Franchisee. Billing and collection of these services will be the responsibility of the Franchisee. The Franchisor shall make monthly payments 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 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 (10`') day of the month following the month during which services were rendered. Franchisee shall service all residential units, If Franchisee is in doubt as 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 notify the Franchisee of new residential units to be served and/or deleted and payment will be adjusted accordingly. New Dwelling Units that 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 the Certificate of Occupancy. (2) Units 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 role. Upon receipt of such written list by the Franchisor, the Contract Administrator will, within thirty (30) days, verify the customer address and that service to the unit is proper, and, if proper, shall remit monthly payments to the Franchisee for such service effective as of October I" of the Fiscal Year or the date service began, whichever is 27 later. The Franchisor reserves the right to correct any errors of omission or corninission per the laws and rules that govern the Franchisor. In the event the Franchisor pays the Franchisee for a residential unit in error, for any reason, the Franchisee shall notify the Contract Administrator. Upon determination of any overpayment, the 0 Contract Administrator will verify the error and make an appropriate adjustment to the Franchisee's payment to correct the error. B. Solid Waste and Recycling Collection Rate Adjustments (1) For all Collection services, the charges shall be initially based on the rates established in Exhibit 11T, and as subsequently adjusted pursuant to this Agreement, The Franchisee shall receive periodic adjustments in the Residential Solid Waste and Recycling Collection Service, and annual adjustments to the Commercial Recycling Collection Service, and Commercial Solid Waste Collection Services as specified herein The Franchisee shall provide Commercial customers written notice of a potential rate change in its annual September billing period. The periodic adjustment shall be made to the combined category of Residential Solid Waste Collection Service and Residential Recycling Collection Service. The annual adjustment shall be made to the combined category of Commercial Solid Waste Collection Service and Commercial Recycling Collection Service, and the CPIU for such shall not exceed 5% annually. CPIU increases beyond 5% shall require BOCC approval and an amendment to the Agreement. (2) The adjustment to Residential collection shall be made in accordance with the percentage change in the Consumer Price Index for all urban consumers ("CPIU") for the most recent twelve (12) months available, ending in February, but shall not exceed 2.5%, Residential adjustments for the combined Residential Solid Waste and Recycling Collection shall be allowed as follows: Years 1, 3, 5, 6, 7 —No CPI Adjustment allowed Years 2, 4, S, 9, 10 — Up to a maximum 2.5% CPI Adjustment Effective October 1, 2014, contingent upon Board of County Commission approval of the periodic and annual rate adjustments, the Franchisee will receive the specified CPI adjustment. C. Agreement Amount (1) Residential: The COUNTY shall pay the Franchisee in current annual funds for the Franchisee's performance of this Agreement for residential collection services. Funding for years 1-10 of the residential collection services are estimated as follows, which includes the estimated periodic CPl increases as allowed and specified herein: Year 1 $1.90 Million Year 6 $2.00 Million Year 2 $1.94 Million Year 7 $2,00 Million Year 3 $1.94 Million Year S $2.04 Million 2s Year 4 $2.00 Million Year 9 $2.09 Million Year 5 $2.00 Million Year 10 $2,15 Million Total Estimated Amount Paid To Franchisee For Residential Services: $20.06 Million These numbers represent estimated numbers only, and are based on estimated quantities of materials and allowed periodic CPI increases, Actual numbers are expected to vary. These estimates are not meant as a minimum or maximum amount to be guaranteed under this Agreement on behalf of either the County or the Franchisee. (2) Commercial: The Franchisee shall collect funds from its commercial customers for all commercial collection services, and no funds from the County will be payable to the Franchisee for commercial collection services. The estimated annual amount of funds to be collected by the Franchisee from its commercial customers is estimated as follows, which is based on current commercial rates and estimated annual CPI increases: Year 1 $1.22 Million Year 2 $1.25 Million Year 3 $1.28 Million Year 4 $1.31 Million Year 5 $1.35 Million Year 6 $1.38 Million Year 7 $1.41 Million Year 8 $1.45 Million Year 9 $1.49 Million Year 10 $1.52Million Total Estimated Amount Collected By Franchisee For Commercial Services: $ 13.66 Million D. Compiled Statement of Activities and Certifled Annual Audits. (1) The Franchisee shall deliver to the Franchisor, in a format shown in Exhibit IV, (as may be further revised by the Contract Administrator from time to time), a complied Statement of Activities (income statement) including, at a minimum, the results of operations of the Franchisee for each Service Area. Additionally, an annual audit report shall be prepared by a Florida Certified Public Accountant (Auditor) who maintains malpractice insurance, and is a member of the American Institution of Certified Public Accountants (AICPA). The Auditor shall conduct an audit of the Franchisee's books and records that relate to the Franchise Fee paid to the Franchisor in accordance with generally accepted accounting standards. Franchisee' Audit reports shall be submitted to the Franchisor within one -hundred and twenty (120) days of the end of the Franchisee's fiscal year. (2) The Franchisor and Franchisee understand and agree that time is of the essence regarding receipt of the compiled financial statement and audit reports, Therefore, if the franchisee fails to provide the Franchisor witNthe financial statement on or prior to the date prescribed herein, the Franchisee shall pay the Franchisor the sum of two hundred fifty dollars ($250.00) per day for each calendar day the submittal is late. No extension will be granted except for uncontrollable circumstances as refelTed to in Section 21. No rate adjustments of any type will be granted to the Franchisee unless all required financial statements have been filed in a timely manner. F. Solid Waste Disposal and Recycling Processing Costs Residential solid waste disposal and residential recycling processing costs will be part of the special assessment billed by the Franchisor. Commercial costs and commercial recycling processing charges will be billed by the Franchisee and submitted on a monthly basis to the Franchisor in a format proscribed by the Contract Administrator, This monthly billing statement shall be due by noon on the tenth (10) day of each month, or the first business day thereafter, and shall contain information pertaining to the preceding month. Information provided on the monthly billing statement shall be complete and accurate, and falsification of same shall be a criminal offense and shall be considered as a cause for Default under this Agreement as specified in Article 30 of this Agreement, F. Extraordinary Rate Adjustment The Franchisee may petition the Franchisor at any time for an addition 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 such rate adjustment. The Franchisor may request from the Franchisee such further information as may be reasonably necessary in making its determination. The Franchisor shall, at its sole option, approve or deny the request, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the Franchisor. G. Franchise Fee To compensate for the cost of administration, supervision, inspection, and to fund a Countywide recycling program, consisting of County staff (labor, benefit and operating cost), public education materials, brochures, and premiums, rendered for the effective performance of this Agreement, the Franchisee shall pay to the Franchisor a fee of five percent (5%) of all gross revenues charged, collected or received arising out of any services or operations conducted in the Service Area. Commercial solid waste disposal costs, commercial recycling collection costs, commercial recycling processing costs, any revenue paid to the Franchisee as a results of tAe diesel fuel surcharge adjustment per section 6(F), and any credit card convenience fee received by the Franchisee from customers using credit cards, shall be deducted from the gross revenue total prior to applying the 5% for calculation of the franchise fee due to the Franchisor. Fees shall be payable within forty-five (45) days of the last day of each calendar quarter. H. Diesel Fuel Surcharge The Franchisor, at its sole discretion, may authorize the Franchisee to collect a diesel fuel surcharge adjustment from commercial customers for commercial collection activities to reflect any significant changes in the cost of diesel fuel as determined by reference to the Energy Informant Administration of the US Department of Energy ("EWDOE") website that -reports average prices of diesel fuel for the "Lower Atlantic" United States. The link is as follows: htp://toiito,cia.doe,govioog/info/wolidp/dieset.iisp. The Franchisee must petition the County BOCC to make this request, and must provide sufficient documentation to demonstrate that increases in the price of diesel fuel have occurred. Such petition may not be made unless the price of diesel has risen a minimum of 10% over that price for diesel fuel existing on the EIA / DOE website for the Lower Atlantic United States as of the date of the execution of the Agreement ("the base fuel price"). An amendment to this Contract, if approved by the County BOCC, shall be executed to authorize any such annual or periodic surcharge adjustment before it is implemented. Such adjustment shall not be requested by the Franchisee prior to year three (3) of the Agreement, If approved, the Franchisee shall submit to the Franchisor, no later than the 10`h of the following month, a report listing the total number of gallons and cost of diesel fuel purchased in the previous month and includes copies of diesel fuel supplier invoices and individual service area truck fueling tickets. Convenience Fee: In addition to the Special Service Rates charged pursuant to Article 8 and Exhibit V, Franchisee may include a convenience fee charge on customers using a credit card to pay special service charges. The convenience fee shall be a "pass through" fee and will not exceed the fee charge by the customer's credit card company to the Franchisee for the use and processing of the charge. 7. HOLIDAYS The Monroe County Transfer Stations will be closed on Thanksgiving Day, Christmas Day and New Year's Day. The Franchisee shall not be required to collect Solid Waste, Vegetative Waste, and Recyclable Material or maintain office hours only on these designated holidays. Services not provided on the designated holidays shall resume on the next scheduled service day. A. Service Fee If requiring a designate facility to remain open outside its regular business hours the Franchisee shall be charged a Service Fee of Hundred Fifty Dollars ($150.00) per hour for every hour (or portion thereof) the site remains open. If the roads are closed due to an act of God or a known accident, such fee shall not apply. The Franchisee shall notify the Franchisor's Solid Waste Administrator or designee as soon as identified, about any event such as a disabled, truck, accident, or shortage of staff that will cause delays in the Franchisee's normal collection schedule and cause the need for the transfer station(s) to remain open past the regular stated closing time. Franchisee shall provide documentation regarding such event for Franchisor's approval before Franchisor determines if a charge is in order. 8. SPECIAL SERVICES Rates charged for Special Services may not exceed the special services rates as listed in Exhibit V, and as subsequently adjusted pursuant to this Agreement. The Franchisee shall receive an annual adjustment to the Special Services Rates in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI-U) for the most recent 12 months available, ending in February. In the event the requested special service is not included within Exhibit V, the Franchisee may negotiate with the customer for the rate. Upon failure of the parties to reach an agreement on the rate, the Contract Administrator shall establish the rate. The Franchisee shall be responsible for billing and collection of payment for all Special Services. Disabled Service. Upon authorization from Franchisor, Franchisee shall provide Disabled Service, which includes rolling out of containers from the front/side yard, at no additional cost, for accounts associated with physically disabled individuals who provide a doctor's statement certifying their disabled status and expected duration, along with a signed, sworn statement in a form provided by Franchisee stating that no able- bodied person is available at the residential premises to bring carts to the collection location. 9. PUBLIC AWARENESS PROGRAM The Franchisee shall provide the services or activities as set forth in Exhibit VII. The Franchisee shall assist the Franchisor with the Public Awareness Program by distributing door hangers, stickers, flyers or other media to residential and commercial customers as requested by the Franchisor. Additionally, it is the Franchisee's responsibility to provide information to the Franchisor about those customers who repeatedly do not prepare or set out their Recyclable Material or solid waste as specified within this Agreement. Th32 e Commercial Recycling customers will also be notified, by the Franchisor through the Franchisee, about special commercial recycling events, workshops, educational forums and symposiums and other activities, as needed. 10. MANNER OF COLLECTION The Franchisee shall collect Residential Solid Waste, Vegetative Waste and Recyclable Materials and Commercial Solid Waste and Recyclable Materials with as little disturbance as possible and shall leave any receptacle at the same point it was collected. Any cart or 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 Cart or container is prohibited. To be eligible for pick-up, Residential Solid Waste and Vegetative Waste — Regular must be placed in a Garbage Receptacle. Vegetative Waste — Oversize and Bulk Trash as defined in Sections 2.SS and 2.0 of this Agreement shall be properly bundled and picked up by the Franchisee within five (5) business 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. Oversize Vegetative Waste will be subject to additional charge as set forth herein, according to Exhibit II it. PERSONNEL OF THE FRANCHISEE A. The Franchisee shall assign a qualified person or person to be in charge of the operations within the Service Area and shall give the names) of the person(s) to the Contract Administrator. B. The Franchisee's solid waste collection employees shall wear a uniform or shirt bearing the Franchisee's name during operations. C. Each driver of a collection vehicle shall at all times carry a valid Florida driver's license for the type of vehicle 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. +3 E. The Franchisee shall provide operating and safety training for all personnel. F. The Franchisee's employees shall treat all customers in a polite and courteous manner. 12. SPILLAGE The Franchisee shall not litter or cause any spillage to occur upon the premises or the right-of-way wherein the collection shall occur, During hauling, all solid waste, vegetative waste and recyclable material shall be contained, tied, or enclosed so that leaking, spilling and blowing are prevented. In the event of any spillage or leakage caused by the Franchisee, the Franchisee shall promptly clean up all spillage and leakage at no cost to the Franchisor. 13. SOLID WASTE AND RECYCLING FACILITIES All Residential Solid Waste, Commercial Solid Waste, Vegetative Waste and Recyclable Material shall be delivered to a site or facility designated in writing to the Franchisee by the Contract Administrator. If the Franchisor should request the Franchisee to deliver to a site or facility that 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 the Franchisee. The Franchisee shall provide to the Franchisor by August I" of each year written notice indicating the estimated cost of operation per truck mile that shall be in effect for the twelve (12) month period beginning October I". The Franchisor shall provide the Franchisee written notice of approval or denial of the proposed cost by August 15`h. If denied, the Franchisor and 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 the Franchisor or Franchisee. If an agreement cannot be reached, the Franchisee may petition the Board of County Commissioners for a final hearing on the denial. Such decision by the Board shall be final. In the event a load of Recyclable Materials delivered to the designated facility contains more than ten percent (10%) by weight of the total load, material that is not Recyclable Material, or there is more than ten percent (10%) the Franchisee has the right to reject the load and charge the customer the full disposal fee for each ton within the load. The Franchisee may pass this cost through to a commercial customer in the event the Franchisee can prove 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 thawthree (3) occasions contaminated the Recyclable Materials. 14. COLLECTION EQUIPMENT The Franchisee shall have on hand at all times and in good working order such equipment as shall permit the Franchisee to adequately and efficiently perform the contractual duties specified in this Agreement. Upon execution of this Agreement and annually thereafter, the Franchisee shall provide, in a format specified by the Contract Administrator, a list of the equipment to be used by the Franchisee to provide services relating to this Agreement. Solid Waste collection equipment shall be of the enclosed loader packer type, or other equipment that meets industry standards and is approved by the Contract Administrator. All equipment shall be kept in good repair and appearance and in a sanitary, clean condition at all times. Recycling Materials collection equipment shall meet industry standards, be reasonably approved by the Contract Administrator and be compatible for unloading at the designated facility. Equipment utilized for the collection of Recyclable Materials shall be clearly identified for that purpose. The Franchisee shall have available reserve equipment that 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 duties of this Agreement. 15. VEGETATIVE WASTE All Vegetative Waste shall be collected separately from Residential Solid Waste, Commercial Solid Waste and Recyclable Materials. All tree and shrub trimmings, grass clippings, palm fronds and all tree branches or other similar loose waste shall be tied in bundles or placed in containers. Oversize Vegetative Waste must be no more than six feet (6') in length and placed neatly at the curb. 16. SPECIAL WASTE, HAZARDOUS WASTE, BIOLOGICAL WASTE, BIOMEDICAL WASTE AND SLUDGE The Franchisee shall not be required to collect and dispose of Special Waste, Hazardous Waste, Biohazardous Waste, Biomedical Waste or Sludge, but may offer such service in the Service Area. All such collection and disposal for those types of wastes in this Section are not regulated or exclusive under this Agreement, but if Provided by the Franchisee shall be in strict compliance with all Federal, state and local laws and regulations. 17. OFFICE 35 The Franchisee shall maintain an office within Monroe County where complaints shall be received. It shall be equipped with sufficient telephones, and shall have responsible persons in charge during collection hours, and shall open during normal business hours, 8:00 a.m. to 2:OOp.m., Monday through Friday. Franchisee shall maintain a local telephone number during both normal office hours and after-hours. The Franchisee shall provide an answering machine or service during non -office hours for the receipt and forwarding of customer inquiries and shall daily check for messages received during the 2:00 - 5:00 p.m. period and promptly respond by the next morning. 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 cast of Franchisor direction of situations requiring immediate attention. Franchisee shall provide a local office for response to all customer inquiries. "Local" shall be defined as an office within the Franchisee's service area. 18. COMPLAINTS All service complaints shall be directed to the Contract Administrator or 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 approved 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 or her designee of the action taken to resolve the complaint on the approved form. The Franchisee shall provide the Contract Administrator 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 employee, agent or subcontractor. 19. 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 of legitimate complaints shall be a determining factor in the Franchisor's decision to exercise the renewal option as specified in Section 1. An excess of legitimate complaints shall be defamed 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 or her designee. (3) Any occurrence of the following actions on the part of the Franchisee shall result in an assessment of liquidated damages with the designated amount deducted from payments due or to become due to the Franchisee: I, Improper Actions II. Liquidated Damages a. Failure to collect missed customers by 6:00 p.m. the same day when given notice before noon, or by 12:00 noon the following day when given notice between 12:00 noon and 5:00 p.m. $25.00 per incident to a maximum of $150.00 per truck per day b. Legitimate complaints over ten (10) per month $.150.00 per incident c. Collection of Residential Solid Waste and/or Recyclables before 5:00 a.m. or after 6:00 p.m. $150.00 per incident d. Commingling Solid Waste with Vegetative Waste, Recyclable Materials, C&D Materials, or other waste material $$150.00per incident e. Failure to clean spillage $$150.00per incident £ Failure to replace damaged container within seven days (two days for residential) $150,00per incident g. Failure to return containers or garbage receptacles to original location $150.00 per incident [h, Failure to repair damage to customer propetty S 150,00 per incident i. Reserved for future use j. Failure to comply with designated facility regulations $150,00per incident k. Failure to provide clean, safe and sanitary equipment $150.00 per incident 1. Failure to maintain office hours as required $150.00 per incident m. Operator not licensed $150.00 per incident n. Failure to provide documents and reports in a timely and accurate manner $150.00 per incident o. Failure to cover materials, if appropriate, on collection vehicle(s) $150.00 per incident p, Name and phone number not displayed on equipment or containers $150.00 per incident q. ;providing exclusively prohibited service in another Franchisee's area, without prior authorization by the Contract Administrator $150.00 per incident r. Not providing schedule and route maps $150.00 per incident s. Excessive noise generated by service equipment and/or personnel $150.00 per incident t. Using improper truck to service commercial or residential customer $150,00 per incident u. Failure to submit disclosure notice to customer or Contract $150.00 per incident Administrator v. Failure to report recycling activity monthly (on or before the 10"' day of $150.00 per incident the following month) in the format determined by the Franchisor, for the purpose of hacking and verifying County -wide recycling activity w. Failure to offer a corresponding reduction in the level of solid waste $150.00 per incident service with the implementation of commercial recycling x. Failure to submit the financial statements, reports and other information $1000.00 per calendar as required under this Agreement by the prescribed date day y. Failure to respond to complaints and customer calls, including $150.00 per incident commercial recycling customers, in a timely and appropriate manner z. Failure to complete a route on the regularly scheduled pick-up day $1,000 for each route per day not completed aa. Failure to deliver any Residential or Commercial Solid Waste, $1,000 for I" offense; Vegetative Waste or Recyclable Materials to designated facility $2,500 for 2nd offense; Loss of franchise for 3`d offense bb. Failure to provide proper notification prior to residential route changes $1,000 per incident cc. Failure to finish the uncompleted route (s) of the previous day on the $1,500 for each failure to next calendar day complete The Contract Administrator may assess charges pursuant to this Section. The Franchisee will be notified in writing of the administrative charges assessed and the basis for each assessment. In the event the Franchisee wishes to contest any such assessment, it shall within five (5) days after receiving such notice, request in writing an opportunity to be heard by the Contract Administrator and present its defense to such assessment. The assessment will only be deducted following a determination by the Contract Administrator, The decision of the Contract Administrator will be final. IH 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 and yard waste collection and recycling collection services that is requested by the Franchisor to comply with the provisions of Chapter 403, F.S., as amended, and any other pertinent laws and regulations. The Franchisee will also be required to submit a monthly operations report in a format prescribed by the Contract Administrator. The results of all solid waste, yard waste, and recycling activity conducted by the Franchisee in the Service Area during each month, residential or commercial, shall be reported accurately to the Franchisor in a format and such dates as specified by the Franchisor, on or before the 10 day of the following month. B. The Franchisee shall file and keep current with the Franchisor documents and reports required by this Agreement. By September 1" 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 bonds or letter of credit, route schedules and maps, driver's license certifications, and lists of collection equipment vehicles are current and on file with the Franchisor. Failure to file any document or report within five (5) working days of the required filing date, except where granted an extension by the Contract Administrator, may result in the levy of liquidated damages as provided in Section 19. 21. UNCONTROLLABLE CIRCUMSTANCES Neither the Franchisor nor Franchisee shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. Neither- party shall, however, be excused from performance if non-performance is due to forces that are preventable, removable, or remediable and that the non -performing party could have, with the exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch. The non -performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. V4 22. PERMITS AND LICENSES The Franchisee shall obtain, at its own expense, all permits and licenses required by law for the Franchisee's operation under this Agreement and maintain the same in full force and effect. 23. 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 clean irrevocable letter of credit issued by a bank within Monroe County to ensure the faithful performance of this Agreement and all obligations arising hereunder in the appropriate amount determined in accordance with Exhibit V1. As to the clean irrevocable letter of credit or bond provided hereunder, each may be substituted for the other upon approval by the Franchisor. The form of this bond or letter of credit, and the Surety Company, shall be acceptable to the Franchisor's attorney, and shalt be maintained during the term of this Agreement. The bond shall be endorsed to show the Franchisor, a political subdivision of the State of Florida; and shall also provide that bonds shall not be canceled, limited or non - renewed until after thirty (30) days written notice have been given to the Franchisor. Current perfonnance bonds evidencing required coverage must be on file at all times. 24. WORKERS' COMPENSATION INSURANCE Workers' Compensation Insurance coverage must be maintained in accordance with statutory requirements, as must be Employer's Liability Coverage in an amount not less than $1,000,000.00 per incident. The full Workers' Compensation requirements are specified in Exhibit VIII. 25, GENERAL, AUTOMOBILE AND LIABILITY INSURANCE A. The Franchisee shall, during the term of this Agreement and any extensions hereof, maintain in full force and effect General and Automobile liability insurance that specifically covers all exposures incident to the Franchisee's operation under this Agreement. Such insurance shall be with a company rated "A" or better by Best Rating Service. The amount for General Liability shall be in an amount of not less than $1,000,000.00 Combined Single Limit for personal injury, including death, and property damage liability and shall include, but not be limited to, coverage for Premises/Operations, Products/Completed Operations, Contractual (to support the 40 Franchisee's agreement or indemnity), and Fire Legal Liability. B. The amount for Automobile Liability shall be $500,000 per person, $1,000,000 per occurrence. The General Liability and Automobile Liability full coverages are specified in Exhibit VIII. C . Policies 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 have 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 furnished by Franchisee shall in no way limit its responsibility to indemnify and save harmless Franchisor under the provisions of Section 26 of this Agreement. 26. INDEMNITY A. GENERAL INDEMNIFICATION; Franchisee shall indemnify, defend, save and hold harmless the Franchisor, its officers, agents and employees, harmless from any and all claims, damages, losses, liabilities and expenses, direct, indirect or consequential arising out of or in consequential arising out of or alleged to have arisen out of or in consequence of the products, goods or services furnished by or operations of Franchisee or his Subcontractors, agents, officers, employees or independent contractors pursuant to the Contract, specifically including but not limited to those caused by or arising out of (a) any negligent or wrongful act, omission or default of Franchisee and/or his subcontractors, agents, servants or employees in the provision of the goods and/or services under the Contract; (b) any and all bodily injuries, sickness, disease or death; (c)injury to or destruction of tangible property, including the loss of use resulting therefrom; (d) the use of any improper materials; (e) a defective condition in any goods provided pursuant to the Contract, whether patent or latent; (f) the violation of any federal, state, County or municipal laws, ordinanees or regulations by Franchisee, his subcontractors, agents, servants, independent contractors or employees; (g) the breach or alleged breach by Franchisee of any term, warranty or guarantee of the Contract. This indemnification shall not apply to the negligent or wrongful acts, omissions or defaults caused by the Franchisor, its employees, or agents. Franchisor shall give prompt notice of any claim for which Franchisee may be obligated to provide indemnification. Franchisee shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees), paralegal expenses, and costs. Franchisee shall determine the acceptability or nonacceptability of any offer, proposal or settlement in any matter for which it is obligated to provide indemnity to the Franchisor under this Section. Franchisee shall select its own legal counsel to conduct any defense in any such proceeding, subject to the reasonable approval of Franchisor, and all costs and fees associated therewith shall be the responsibility of Franchisee under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive Franchisor's rights and immunities under the common law or Florida Statute 768.28, as amended from time to time. 27. ACCESS TO FRANCHISEE'S BOOKS AND RECORDS The Franchisee shall maintain within Monroe County adequate records of all Solid Waste collection and recycling services. The Franchisor or its designees shall have the right to review all records maintained by the Franchisee upon twenty-four (24) hours written notice. If the Franchisor shall determine a need for same and upon 120 days' written notice by the Franchisor in the year following the Franchisee's fiscal year, hereby defined as January 1 through December 31 financial statements will be prepared by the Florida independent certified public accounting firm prepared in accordance with generally accepted account principles, pertaining only to each individual Collection Agreement and Service Area, shall be delivered to the Franchisor no later than April 30 of the year following the Franchisee's fiscal year, hereby defined as January 1 through December 31. No extensions will be granted, except for uncontrollable circumstances as referred to in Section 21. No rate adjustments of any type will be granted to the Franchisee unless all required financial statements have been filed in a timely manner. Franchisee shall maintain all books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party of this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other part to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies to be paid to the Franchisor were insufficient or incorrect, then the Franchisee shall pay the deficient or correct amount to the Franchisor together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were to be paid to the Franchisor. 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. 42 29. NOTICE Except where otherwise noted herein, any communication required for any purpose in this Agreement shall be in writing and delivered with a signed receipt, as follows: As to the Franchisor: Monroe County Solid Waste Management Department 1100 Simonton Street, Room 2-231 Key West, FL 33040 Attention: Contract Administrator As to the Franchisee: Marathon Garbage Services, Inc. 4290 1/2 Overseas Hwy Marathon, FL 33050 30. DEFAULT OF CONTRACT A. The Franchisor may cancel this Franchise 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 the following events: (1) Franchisee shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy laws or under any other law or statute of the United States or any state thereof, or consent to the 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, seeking its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United States or of any state thereof, provided that if any such judgment or order is stayed or vacated within sixty (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 decree of any court or governmental board, agency or office 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 defaulted, by failing or refusing to perform or observe the terms, conditions of or covenants in this Agreement or any of the rules and regulations promulgated by the Franchisor pursuant thereto, or has wrongfully failed or refused to comply with the instructions of the Contract Administrator relative thereto, and said default is not cured within thirty (30) days of receipt of written notice by Franchisor to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Franchisee of written demand from Franchisor to do so, Franchisee fails to commence the remedy of such default within said thirty (30) days following such written notice, or having so commenced shall fail thereafter to continue with diligence the euring 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 such default will be cured within a reasonable period of time. B. However, notwithstanding anything contained herein to the contrary, for the failure of Franchisee to provide Collection Service for a period of three (3) consecutive scheduled working days, the Franchisor may secure the Franchisee's billing records on the fourth (41h) working day in order to provide interim collection services until such time as the matter is resolved and the Franchisee is again able to perform pursuant to this Franchise Agreement; provided, however, if the Franchisee is unable for any reason or cause to resume performance at the end of thirty (30) working days all liability of the Franchisor under this Agreement to the Franchisee shall cease and this Agreement may be deemed immediately terminated by the Franchisor. C. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Section, in the event that Franchisee's record of performance shows that Franchisee has frequently, regularly or repetitively defaulted in the performance of any of the covenants and conditions required herein to be kept and performed by Franchisee, in the opinion of Franchisor and regardless whether Franchisee has corrected each individual condition of default, Franchisee shall be deemed a "habitual violator", shall forfeit the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The Franchisor shall thereupon issue FrAthisce final warning citing the circumstances therefore, and any single default by Franchisee of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate termination of this Agreement. In the event of any such subsequent default, Franchisor may terminate this Franchise Agreement upon the giving of written Final Notice to Franchisee, such cancellation to be effective upon the fifteenth (15t) consecutive calendar day following the date of Final Notice, and all contractual fees due hereunder plus any and all charges and interest shall be payable to said date, and Franchisee shall have no further rights hereunder. Immediately upon receipt of said Final Notice, Franchisee shall proceed to cease any further performance under this Franchise Agreement. D. In the event of the aforesaid events specified in Paragraphs A, B and C, above, and except as otherwise provided in said paragraphs, termination shall be effective upon the date specified in Franchisor's written notice to Franchisee and upon said date this Agreement shall be deemed immediately terminated and upon such termination all liability of the Franchisor to the Franchisee under this Agreement shall cease, and the Franchisor shall have the right to call the performance bond and shall be free to negotiate with other contractors for the operation of the herein -specified services. The Franchisee for failure to perform shall reimburse the Franchisor all direct and indirect costs of providing interim collection service. 31. MODIFICATIONS TO AGREEMENT DUE TO PUBLIC WELFARE OR CHANGE IN LAW The Franchisor shall have the power to make changes to this Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchisee under this Franchise Agreement relative to the method of collection and disposal of Garbage, Rubbish, Bulk Trash, Vegetative Waste, or Recyclable Materials as shall from time to time be necessary and desirable for the public welfare. The Franchisor shall give the Franchisee reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The method of collection and disposal of Solid Waste and Recyclables, as referenced herein, shall also be liberally construed to include, but not be limited to, the manner, procedures, operations and obligations, financial or otherwise, of the Franchisee. The Franchisor and Franchisee understand and agree that the Florida Legislature from time to time has made comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future, whether Federal, state or local, mandating certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. 45 The Franchisor and Franchisee agree to enter into good faith negotiations regarding modifications to this Agreement that may be required in order to implement changes in the interest of the public welfare or due to change in law. 32. 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 enforce the same. Nor shall waiver by the Franchisor of any breach of any provisions hereof be held to be waiver of any succeeding breach of such provisions or as a waiver of any provision itself, 33. TITLE TO WASTE The Franchisor shall at all times hold title and ownership to all Residential and Commercial Solid Waste, Vegetative Waste, Rubbish, Recyclable Material and all other waste collected by the Franchisee pursuant to this Agreement. 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contract made and to be performed entirely in the State. In the event any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the Franchisor and Franchisee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Franchisor and Franchisee agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. This Agreement shall not be subject to arbitration. 35. COMPLIANCE WITH LAWS The Franchisee shall conduct operations under this Agreement in compliance with all applicable laws, rules and regulations. 36. SEVERABILITY 4(, If any term, covenant condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The Franchisor and Franchisee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 37. ASSIGNMENT AND SUBLETTING A. 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. The Franchisor shall have full discretion to approve or deny, with or without cause, any proposed assignment or assignment by the Franchisee. Such approval shall not be unreasonably withheld by the Franchisor. If such assignment is approved by the Franchisor, the Franchisee shall pay an assignment fee of no more than Fifty Thousand Dollars ($50,000.00) to the Franchisor. Any assignment of this 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 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 of the Franchisor under this Agreement to the Franchisee shall cease, and Franchisor shall have the right to call the performance bond and shall be free to negotiate with other Franchisees or any other person or company for the service of the Franchise area that is the subject of this Agreement. In the event of any assignment, assignee shall fully assume all the liabilities of the Franchisee. B. It is the intent of the parties that no Franchisee, 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. C. Upon written notification to and subject to written approval by the County, the Franchisee may subcontract or authorize performance of the Work. Such written request shall include the name(s) and work history of the subcontractor(s) and the desired length of the work period for which they will be providing services. The Franchisee guarantees compliance by such subcontractors and assignees with the requirements of this Agreement, including insurance, copies of which shall be provided by the subcontractors or assignees to the Franchisor. The Franchisor shall not unreasonably withhold approval of any requested subcontract. This paragraph shall also be incorporated by reference into any assignment or subcontract and the assignee or subcontractor shall comply with any and all of the provisions of this Agreement. Unless expressly provided for herein, such approval shall in no manner or event be deemed to impose any obligation upon the Franchisor. D. For purposes of this Section, a parent or holding company shall mean any person, corporation or company holding, owning or in control of more than ten percent (10%) of the stock or the financial interest in the Franchisee. 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 unless in writing and signed by the parties hereto. 39. INDEPENDENCE OF AGREEMENT Except as otherwise noted in Section 3.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 be and shall remain an independent Franchisee with respect to all service performed under this Agreement. The Franchisee, its agents and employees are strictly considered to be independent contractors s in their performance of the work contemplated hereunder. As such, the Franchisee, its agents and employees shall not be entitled to any of the benefits, rights or privileges of County employees. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. 40. MUNICIPALITIES' OPTION TO BE COVERED BY CONTRACT The Franchisce 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 rates of compensation as provided for under the terms of this Franchise Agreement. The County and a municipality that elects to be covered by this Franchise Agreement shall enter into an interlocal agreement regarding the participation of the municipality. Municipalities currently being 49 served by a Franchisee under the terms and conditions of the prior franchise agreement shall continue to be served by those franchisees under the provisions of this Franchise 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 recycling collection Franchise Agreements for all service areas entered into with the Franchisee, 42. EXISTING OR PRIOR AGREEMENTS The terms and conditions of this Agreement supersede the terms, obligations and conditions of any existing or prior agreement or understanding, written or verbal, between the parties regarding the work performed, compensation to be paid, and all other matters contained herein, 43. ATTORNEY'S FEES AND COSTS The Franchisor and Franchisee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, court costs, investigative and out-of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. 44. BINDING EFFECT The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the benefit of the Franchisor and Franchisee and their respective legal representatives, successors and assigns. 45. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Ag7ment have been duly authorized by all necessary County and corporate actions, as required by law. 46. CLAIMS FOR FEDERAL OR STATE AID Franchisor and Franchisee agree that each shall be, and is, empowered to apply for, seek and obtain Federal and state funds to further the purpose of this Agreement, provided that all applications, requests, grant proposals and funding solicitations shall be approved by each party prior to submission. 47. ADJUDICATION OF DISPUTES OR DISAGREEMENTS Franchisor and Franchisee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of the parties. If no resolution can be agreed upon within thirty (30) days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 48. NONDISCRIMINATION The Franchisee agrees to comply with the requirements of all applicable non-discrimination and equal employment opportunity statutes, ordinances and laws. The Franchisor and Franchisee agree that there will be no unlawful discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that unlawful discrimination has occurred and has not been cured or resolved by way of settlement or other resolution, this Agreement automatically terminates without any further action on the part of any party, effective the date of the final and non -appealable court order. The Franchisor or Franchisee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to; (1) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color and national origin; (2) Section 504 of the Rehabilitation Act of 1973, as amended (20 U.S.C. s. 794), which prohibits discrimination on the basis of handicap; (3) The Age Discrimination Act of 1975, as amended (42 U.S.C. ss. 6101-6107), which prohibits discrimination on the basis of age; (4) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (5) The Comprehensive Alcohol Abuse And Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91- 61511, as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (6) The Public Health Service Act of 1912, ss. 523 and 527, (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (7) The American with Disabilities Act of 1990 (42 U.S.C. s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; (8) The Florida Civil Rights Act of 1992, (Chapter 760, Florida Statuses, and Section 509.092, Florida Statutes), as may be amended from time to time, relating to nondiscrimination; (9) The Monroe County Human Rights Ordinance (Chapter 13, Article Vl, Sections 13-101 through 13-130), as may be amended from time to time, relating to nondiscrimination; and (10) any other nondiscrimination provisions in any Federal or state statues or local ordinances that may apply to the parties to, or the subject matter of, this Agreement. 49. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance or breach of this Agreement, Franchisor and Franchisee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings and other activities related to the substance of this Agreement or provision of the services under this Agreement. Franchisor and Franchisee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Amendment to this Agreement. 50. COVENANT OF NO INTEREST Franchisor and Franchisee covenant that neither presently has any interest, and shall not acquire any interest, that would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. 51. CODE OF ETHICS The Franchisor agrees that the officers and employees of the Franchisor recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts, doing business with one's agency, unauthorized compensation, misuse of public position, conflicting employment or contractual relationship, and disclosure or use of certain information. 52. NO SOLICITATION OR PAYMENT -- Each of Franchisor and Franchisee warrants that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or malting of this Agreement. For the breach or violation of this provision, the Franchisee agrees that the Franchisor shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or to otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 53. PUBLIC ACCESS Franchisor and Franchisee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials subject to the provisions of Chapter 119, Florida Statutes, and made or received by Franchisor and Franchisee in conjunction with this Agreement.. Pursuant to F.S. 119.0701, Franchisee and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to. (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the Franchisee upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. Violation of this subsection is considered a default under this Agreement and shall be addressed as set forth in paragraph 30 above. 54. NON -WAIVER OF IMMUNITY '$ Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of the Franchisor and Franchisee in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Franchisor be required to contain any provision for waiver. 55. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and pensions and relief, disability, workers' compensation and other benefits that apply to the activity of officers, agents, volunteers or employees of the Franchisor, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County. 56. LEGAL OBLIGATIONS AND RESPONSIBILITIES; NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, not shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the Franchisor, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and 163, Florida Statutes. 57. NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Franchisor and Franchisee agree that neither the Franchisor or Franchisee, or any agent, officer or employee of either shall have the authority to inform, counselor otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to, the community in general or for the purposes contemplated in this Agreement. 58. ATTESTATIONS Franchisee agrees to execute such documents as the Franchisor may reasonably require, including a Public Entity Crime Statement, and Ethics Statement, and a Drug -Free Workplace Statement. 59. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 60. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 61. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be executed by their respective authorized representatives as of the date first above written. (SEAL) ATTEST: AMY HEAVILIN, CLERK .2 Deputy Clerk (SEAL) ATTEST BY. MONROE COUNTY ATTORNEY APPROVED AS TO FORM: COUNTY Attorney DATE: Mayor/Chairperson BY. Title: PRE :50ENT MONROE COUNITY ATTORNEY APPROVED AS TO FORM- CI-TRISTI27'n LIME-ERT--c4ARROWS AS&SMtiT COUP,!'TY ATTORNEY )ate EXHIBIT I DESCRIPTION OF BOUNDARIES OF SERVICE AREA CITY OF MARATHON CITY KEY COLONY BEACH LAYTON DUCK KEY WALKERS ISLAND CORAL KEY CONCH KEY LONG KEY FIESTA KEY CRAIG KEY PIGEON KEY 56 EXHIBIT II APPROVED RATE SCHEDULE Marathon Garbage Service, Inc. FY 2014-2015 Approved Rates Residential Collection Rates (per unit) Services Curbside Service Solid Waste $13.97 (2x/wk Recycling $4.18 (lx/wk) Commercial Solid Waste, Commercial Recycling and Roll -Off Collection Rates ,Solid Waste Collection Rate $6,86 per cubic yard Recycling Container Collection Rate $6.86 per cubic yard Compactor Collection Rate 12 cubic yards or less) $20,87 per cubic yard Compactor Collection Rate eater than 12 cubicyards) $230.64 per pull Roll -Off Collection Rate $230,64 per pull MONTHLY CONTAINER MAINTENANCE FEES CONTAINERS (NON -COMPACTING) SIZE (cubicyards) RATE w/out locking mechanism 1 YD $17.54 2YD $19.66 3YD $22.32 4YD $22.44 6YD $24.86 8YD $27.27 RECYCLING CONTAINERS 32 gal. 90 gal. $1.59 $4.45 Capacities in between these values can be obtained by interpolation. Capacities outside of these values can be obtained by extrapolation. 57 EXHIBIT III DISCLOSURE OF SERVICE RATES -- COMMERCIAL REGULATION BY MONROE COUNTY The terms and conditions of this Amended and Restated Solid Waste and Recycling Collection Franchise Agreement are regulated by a Franchise granted by Monroe County. Should the customer have any questions relating to the terms and conditions of this Franchise Agreement, the customer may call the Contract Administrator at 305-292-4432. COLLECTION CONTAINERS The customer shall be provided the 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 Compactor from any source, provided the Compactor can be serviced by the Franchisee's collection equipment. Containers and Compactors shall be maintained in a serviceable, safe and sanitary condition by the customer. 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. A convenience fee imposed pursuant to Article 6(G) may be included in the cost of the special services. "RATES FOR SERVICES" DISCLOSURE A "Rates for Services" disclosure statement shall be completed and issued to each customer receiving Solid Waste Collection Service, or special services. Upon the initial signing of a contract for these services, a copy of this disclosure statement shall be provided the customer and the Contract Administrator. The Rates for Services disclosure statement shall have attached a rate schedule that 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. Me Franchise Name: Customer Name: Customer Address: Customer Phone #: Level of Service: EXHIBIT III DISCLOSURE OF SERVICE RATES (Page 2) "RATES FOR SERVICES" DISCLOSURE STATEMENT Date of Agreement: Service Date: Begin: End: Item Monthly 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 Convenience Fee Total 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 SOLID WASTE MANAGEMENT DEPARTMENT AT 305-292-4432. -�y EXHIBIT IV ANNUAL FINANCIAL REPORTING FORMAT The Franchisee shall submit to the Franchisor a complied Statement of Activities related to the services provided pursuant to this agreement. The Statement of Activities shall be prepared in accordance with generally accepted accounting standards. The Franchisee shall disclose as part of the Statement of Activities income and expenses and all methods of allocations used to distribute costs between commercial and residential operations, The disclosure shall be in narrative form and include the basis for the allocation method. The Franchisee shall provide a description of the expenses classified as Other Operating Costs and Other General and Administration. Additionally, an annual audited statement related to the Franchisee Fee shall be provided as set forth in this Franchisee Agreement. Any allocations made must be disclosed in a narrative format, along with the basis for those allocations. Additionally, it is understood that each Franchisee shall utilize the accrual basis of accounting for income and expenses. 60 EXHIBIT V SPECIAL SERVICES — MARATHON GARBAGE FY 2013-2014 APPROVED RATES RATES DETERMINED BY FRANCHISOR Rolling Out Container (and returning it to $3.80 original location) Back Door Service (Residential Curbside Negotiable Only)* Opening (and closing) Doors or Gates $1.25 Locks for Containers $25.00 (one time) Charge for Replacement based on Cost + 10% Unlocking Containers $1.71 Supplying (and retrofitting) locking $76.23 Mechanism on container** Adding wheels to or changing wheels No Charge on 1,2, and 3 yard Containers only Moving Container Location (if Feasible) Per Customer Request $31.76 Adding lids to or changing lids on Containers No Charge Set up and Return Fees $38.11 Credit Card Convenience Fee Not to exceed fee charged by customer's credit card cam an Over the Lid Service To be charged by the yard at the current collection and disposal rate. *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." 05.21.14 61 EXHIBIT VI PERFORMANCE BOND SLIDING SCALE Gross Revenue (Minus Disposal Fees paid to the Franchisor) in Millions of Dollars Performance Bond Required 2.5 — Above $400,000 1.5 — 2.5 $300,000 .5 — 1.5 $200,000 .0 - .5 $100,000 62 EXHIBIT VII PUBLIC OUTREACH TASKS THE FRANCHISEE WILL PARTICIPATE IN SCHOOL RECYCLING AND REFUSE EDUCATION THROUGH SCHOOL EVENTS WHILE WORKING WITH PRINCIPALS AND SCHOOL STAFF. THE FRANCHISEE WILL PROVIDE BINS FOR THE CLASSROOMS AT BOTH STANLEY SWITLIK AND MARATHON HIGH SCHOOL AND PASS OUT PENCILS, TEMPORARY TATTOOS, WATER SLEEVES AND OTHER ITEMS AT CAREER DAY AND TRUCK DAY EVENTS HELD AT BOTH SCHOOLS. THE FRANCHISEE WILL PROVIDE PUBLIC ANNOUNCEMENTS NUMEROUS TIMES THROUGHOUT THE YEAR ON RADIO AND IN NEWSPAPERS. THE FRANCHISEE WILL PROVIDE FULL BACK PAGE ADS WITH RECYCLE FLYER FOR RESIDENTS IS PUBLISHED TO BE PUBLISHED AT LEAST ONCE YEARLY. THE FRANCHISEE WILL PARTICIPATE IN TRUCK DAY AT THE ELEMENTARY SCHOOL FOR GRADES K-4 FOR APPROXIMATELY 300 CHILDREN ANNUALLY. THE FRANCHISEE WILL MAKE DONATIONS FOR COASTAL CLEANUPS HELD AT MARATHON HIGH SCHOOL YEARLY. THE FRANCHISEE WILL PROVIDE DONATIONS FOR EARTH DAY CLEANUPS HELD AT SCHOOL AND AT PUBLIC BEACHES. THE FRANCHISEE WILL PROVIDE RADIO TIME PROMOTING RECYCLING TO RESIDENTS OF THE FRANCHISE AREA. THE FRANCHISEE WILL DISTRIBUTE FLYERS WITH RECYCLING INFORMATION TO RESIDENTS OF THE FRANCHISE AREA. THE FRANCHISEE WILL CONTINUE TO COORDINATE WITH THE CITY AND RECYCLING COORDINATOR TO HELP PROMOTE RECYCLING. 64 EXHIBIT VIII INSURANCE REQUIREMENTS 65 FOR . ;1'. 2011 P-dition Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $1,000,000 Bodily Injury by Accident $1,000,000 Bodily Injury by Disease, policy lin-dta $1,000,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Flofida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess hlsuranee Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. Administration Instruction 65A WO 2011 Mum `VEHICLE LIABILITY Y yy��qq ALA (M '{9 MIE 1 S OR Y ' J. Recognizing that the work governed 6y this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: a Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Administration Instruction WE 65 B ?.011 C'1,lithrl GEIWRAL LL4331LITY INSURANCE RE QUIREMENTS FOR CONTRACT BETWEEN MONROE (.,'OUNTY, ILORIDA AND Pfior to the conunencement of work goveiced by this contract, the; Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, its a minimum: 0 Premises Operations O Products and Completed Operations Blanket Contractual Liability 0 Personal hijuty Liability a l xpanded Definition of Property Damage The minirnurn limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) if split limits are provided, the ininirnurn limits acceptable shall be: $ 500,000 per Person $ 1,000000 per Occurrence$ 100:000 Property Damage An Occuzretice Form policy is preferred, if coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County, The Monroe County Board of County Commi}sioners t,hall be named as Additional Insured on all policies issued to satisfy the above requirements. Administration Instruction GL3 65C M.C.A. rest. 7500.2 February 2, 2011 MONROE COUNTY, FLORIDA Request For Waiver Of Insurance Requirements 2005 Edition It is requested that the insurance requirements, as specified in the County`s Schedule of Insurance Requirements, be waived or modified on the following contract, Contractor: Marathon Garbage Service, inc Contract for: Monroe County Solid Waste Address of Contractor. 4290 Overseas Highway Marathon, FL 33050 Phone: 305-743-51 B5 Scope of Work: Solid Waste Collection and D Sposal Reason for Waiver: We are not a transfer station and we do not beat with:rdous materials. Policies Waiver Marathon Garbage Service, Inc. will apply to: Signature of Contractor. Risk Management Date .. County Administrator appeal: Approved: Date: Board of County Commissioners appeal: Approved: Meeting Date: Not Approved; Not Approved: 104 2011 Edition POLLUTION LIiAlE+'ILITY INSIMA.NC.E lEiEQ>1nREMEN']i",S FOR CONTRACT BR WE EN MONROE COUNTY, IELORIDA AND Recognizing that the work governed by this con(Tact involves the storage, treatment, processing, or transporting of hazardous materials (as defined by thr; Federal I?nvironment€rl Protectioaz Agency), the Contractor shall purchase and maintain, throughout the life of the contract, Pollution Liability Insurance which will respond to bodily injury, property daunage, "Ind environmental damage caused by a pollution incident, The minimun limits of liability shall bc; $1.,000,000 per Occurrence/$2,000,000 Aggregate If coverage is provided on a claims made basis, an extended claims reporting period of four (4) years will be required, Adirtinistmdon lristruction POL2 65E EXHIBIT IX PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list," I have read the above and state that neither RONALD G. KONRATH (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months, , A VZ-4 � - - K, /-'- - I �� - -) (Signature) Date: 05/13/2014 STATE OF: FLORIDA COUNTY OF: MONROE Subscribed and sworn to (or affirined) before me on 05/13/2014 (date) by RONALD G. KONRATH (name of affiant). He/She is personally known to me or has produced DRIVERS LICENSE (type of identification) as identification. e MICHELLE LUDWIG NOTARY PUBLIC ,iQNr P�' �• ` 4 Notary Public - State of Florida My Comm Expires Jan 4, 2015 My Commission Expires: Commission # EE 47149 EXHIBIT X LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE: MARATHON GARBAGE SERVICES, INC. warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance 10-1990, For breach or violations of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the Rill amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee, MARATHON GARBAGE SERVICES, INC. By: Title: PRESIDENT STATE OF FLORIDA PERSONALLY APPEARED BEFORE ME, the undersigned authority, RONALD G. KONRATFI , as PRESIDENT of Marathon Garbage Services, Inc., who, after being first duly sworn by me, affixed his signature in the space provided above, this 13 day of i-IF)y , 2014. f41VICNELI_f: t.tl,DwiG Notary Public - State of Florida My Cvmm. Expires Jan 4, 2f)15 Notar +61ic, State of Florida „uFF1;,. Commission # EE 47149 rl7 My Commission: -4t Y r� �' ! r X to EXHIBIT XI NON -COLLUSION AFFIDAVIT I, RONALD G. KONRATH of the city of MARATHON under penalty of perjury, depose and say that according to law on my oath, and a. I am PRESIDENT of the fnzn of MARATHON GARBAGE SERVICE, INC. the bidder making the Proposal for the project described in the Request for Proposals for MONROE CCIJNTY SOLID WASTE and that I executed the said proposal with full authority to do so; b, the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; C. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and d. no attempt has been trade or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; C. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. (Signature) Date: 05- i 3-20 ! 4 STATE OF: FLORIDA COUNTY OF; MONROE Subscribed and sworn to (or affirmed) before me on 05113/2014 RONALD G. KONRATH (date) by (name of afflant). He/She is personally known to nee or has produced t-a_ (type of identification) as identification. MICHELLE LU,DWIG Notary Public - State of Florida 68 ss : « q My Comm. Expires Jan 4, 2015 o- �4fOFF`�P`'�` Commission # EE 47149 +ern n NOTARY PUBLI My Commission Expires: L EXIBIT XII DRUG -FREE WORKPLACE F O R M The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Marathon Garbage Services, Inc. (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5)days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Signature v` J Date: 05113/2014 STATE OF: FLORIDA COUNTY OF: MONROE Subscribed and sworn to (or affirmed) before me on 05/13/2014 (date) by RONALD G. KONRATH (name of affiant). 14e/She is personally known to me or has produced N_ (type of identification) as identification. WOO A 'VA ,,., N T -RY PUBLIC My Cormnission Expires; I 114 a�, ; MICHELLE LUDWIG A". .' ° Nutary_Pubhc - State of Ftorida My Comm. Expires Jan 4, 2015 II Gommission # EE 47149 N-9 FRANCHISE AGREEMENT (COLLECTION): WASTE MANAGEMENT Contract with: Waste Mgmt Inc. of EL Contract # Effective Date: October 1, 27014— �7A Expiration Date- a re er 10" UN ii-ontract Purpose/Description- This contract shall authorize Waste Manazement Inc. of Florida. Inc. to Droceed with ................................................................ . .... . ...... Contract Manager: Rhonda H 8774 CAD M.S. #26 (Name) (Ext.) (Department/Siop#) for BOCC meeting on 05/21/14 Azenda Deadline� 05106/14 Total Dollar Value of Contract $ $27.65 Current Year Portion: $ 2.61 Million Million for FY15 Estimated Budgeted? YesZ No E] Account Codes: 414 40000- 530 340 Grant.-$ no County Match: $ ADDlTIONAL COSTS Estimated Ongoing Costs: For N/A $9-1yr (Not included in dollar value above) eg. maintenmee, utilities, aTatorial, sames, L . . ............................. I --- Changes Date in Needed Division Director Yes[] No[] Risk Management YeSE] NoEvr ® Yes E] NoE] County Attorney YeSE] NoM Comments: XM,Ny.VA Reviewer I/ AMENDED AND RESTATED SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT FOR THE LOWER KEYS AREA OF UNINCORPORATED MONROE COUNTY BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY AND WASTE MANAGEMENT INC. OF FLORIDA Dated , 2014 `I kRLE OF CONTENTS Page C'VER......... ...................e........ ,............_......................... ...,...... 1. TABLE OF CONTENTS.— ...................... .......... 2 1. TERM............................................................................................. 7 2. DEFINITIONS. ........ ................................. 7 3. SERVICES PROVIDED BY FRANCHISEE ........................................... 15 A. Exclusive Franchise Granted ....... . ......... . ....... . ...... . ......................... 15 B. Responsibility for Service Billing and Collection, ... . ........................ 15 C. Emergency Service Provisions . . .......................... . ........................... 15 D. Service to Selected COUNTY Agencies ......................................... 16 4. SOLID WASTE COLLECTION SERVICES . . ...................... . .............. . .... 17 A. Curbside Residential Solid Waste, Vegetative Waste, and Bulk Trash Collection Services ......... ......................... ...... , ................. 17 (1) Conditions and Frequency of Service .................................. 17 (2) Accessibility .............................. .................. 17 (3) Tag Improper Set Outs ................................................... 18 B. Containerized Residential Solid Waste Collection Service. ................. 18 (1) Conditions and Frequency of Service, . . ...... . .. . ................... is C. Commercial Solid Waste Collection Service.. ........ .................. 19 (I) Conditions and Frequency of Service ................................. 20 (2) Method of Collecting.. . ....... ............. .................... 20 (3) Level, Type and Disclosure of Rates for Conunercial Collection andOther Service ............. . ........... . ........................ . ...... 20 D. Flours of Collection................................................................. 20 I3. Routes and Schedules .......................... . .......................... . ........ 21 5. RECYCLING COLLECTION SERVICE.... ............. ............................... 21 A. Curbside Residential Recycling Collection Services .......................... 22 (1) Conditions and Frequency of Service .................................. 22 (2) Accessibility for Curbside Recycling Collection ..................... 22 B. Containerized Residential Recycling Collection Service ..................... 22 (1) Conditions and Frequency ofService.................................. 23 (2) Accessibility and Schedule for Containerized Residential Recycling Collection ........... _....................................... 23 C. Commercial Recycling Collection Service.. ................ ............. _ _ 23 (1) Conditions and Frequency of Service_ .... ......... ....... 23 (2) Level, Type and Disciosure of Rates for Commercial Recycling Collection and Other Services ................................... ...... 24 (3) Ownership. .. . ... ............. ............... ............................ 24 D. Method of Payment.... . ........ ......... ............... ............. 25 E. Hours of Collection ............................ .... 25 F. routes and Schedules. . .... ............. ....................... ...... .......... 25 G. Purchase, Delivery, and Replacement of Recycling Carts and Containers for Residential Dwellin Units .................................................... 25 H. Manner of Collection... . _ . .................................... ...... 26 I. Material Recycling Facility. ............... ................... .......... _ .... 26 1. Change its Scope of Recyckng Collection Service 26 6. CHARGES, RATES, AGREEMENT AMOUNT AND LEVEL OF SERVICES........, 27 A. Obligation of Franchisor for Billing, Collection and Payments .............. 27 (I) Specific Responsibilities.................................................. 27 (2) Units Omitted from Annual Roll ....................................... 27 B. Solid Waste and Recycling Collection Rate Adjustments ..................... 28 C. Agreement Amount ................................................................ 28 D. Compiled Statement of Activities and Franchise Fee Audit ............... 29 F Solid Waste Disposal and Recycling Processing Costs ....................... 29 G. Extraordinary Rate Adj-nstment ........., .. 29 H. Franchise Fee........................................................................ 29 I. Diesel Fuel Surcharge....-........... ............... .......................... _ - 31 i. Convenience Fee. . ................ ............................... ................... 31 7. HOLIDAYS... ...... ...... ......... 31 a. Service Fee........................................................................... 31 S. SPECIAL SERVICES........ . ............... -- ... ............... 31 9. PUBLIC AWARENESS PROGRAM ..................................................... 32 10. MANNER OF COLLECTION. . ............ ............ ....... .......... -- ... 32 11. PERSONNEL OF THE FRANCHISEE ................................................. 33 12. SPILLAGE.................................................................................... 33 13, SOLID WASTE AND RECYCLING FACILITIES. - . . . ......... -... -.. 34 14. COLLECTION EQUIPMENT. .... ...... ......... ................... 34 15. VEGETATIVE WASTE..................................................................... 35 16. SPECIAL WASTE, FEAZARDOUS WASTE, BlOHAZARDOUS OR BIOMEDICAL WASTE AND SLUDGE ...................................................... 35 17. OFFICE............................................................................. ......... 35 18, COMPLAINTS.—........................................................................... 36 19. QUALITY OF SERVICE., . ........ .............. .................. ........ 36 20. FILING Or REQUESTED INFORMATION AND DOCUMENTS ................. 39 21. UNCONTROLLABLE CIRCUMSTANCES ............................................ 39 22. PERMITS AND LICENSES. ............................................................... 40 23. PERFORMANCE BOND.......................................................... I ... ...... 40 24, WORKERS' COMPENSATION INSURANCE, ...................... ...... ....... - 40 25. LIABILITY INSURANCE.... .... ....... - ....... I ........ .......... 40 26. INDEMNITY........ — ........ .................... ........ ................. ........:....... 41 27. ACCESS TO FRANCHISEE'S BOOKS AND RECORDS, . . ........... .......... 42 28. POINT OF CONTACT....................................................................... 43 ............................................................... .. 29, NOTICE ................. ...,. 43 30. DEFAULT OF CONTRACT.............................................................. 43 . 31. MODIFICATIONS TO AGREEMENT DUF TO PUBLIC l ELFRE OR CHANGEIN LAW. . _.. . ........................ . ..... . .................. . ................... 45 32. RIGHT TO REQUIRE PERFORMANCE ................................................ 46 33. TITLE TO WASTE. .. . .... .... 34. GOVERNING LAW AND VENUE ...................................................... 46 35. COMPLIANCE WITH LAWS............................................................. 47 36. SEVERABILITY............................................................................. 47 37. ASSIGNMENT AND SUB:LETTING.................................................... 47 38. MODIFICATIONS........................................................................ 48 39. INDEPENDENCE OF AGREEMENTT.................................................. 49 40. MUINICMPALITY'S OPTION TO BE COVERED BY AGREEMENT .............. 49 41. OTHER RATE ADJUSTMENTS .......................................................... 49 42, EXISTING OR PRIORAGREEMENT................................................... 49 43. ATTORNEY'S FEES AND COSTS ....................................................... 49 44. BINDING EFFECT. ............................ ...... .......... .................... 50 45. AUTHORITY .............. ....................... 50 46. CLAIMS FOR FEDERAL OR STATE AID. ......................................... 50 47. ADJUDICATION OF DISPUTES OR AGREEMENTS ............................. 50 49. NON-DISCRIMINATION................................................................ 50 49. COOPERATION............................................................................. 5I 50. COVENANT OF NO INTEREST......................................................... 51 51. CODE OF ETHICS .............................................. ... 52 ........................ 52. NO SOLICITATION/PAYMENT..................... 53. PUBLIC ACCESS........................................................................... 52 54. NON -WAIVER OF IMMUNITY. .... ...... ......................................... - 53 55, PRIVILEGES AND IMMUNITIES., .. . . . _ . ................ ........................... 53 56. LEGAL OBLIGATIONS AND RESPONSIBILITIES; NON-DELFGAT1ON OF CONSTITUTIONAL OR STATUTORY DUTIES ................................. 53 57. NON -RELIANCE BY NON-PARTIES ... ........ .............e_................... ..... 54 58. ATTESTATIONS...... .................. ............... ............ .................... 54 59. NO PERSONAL LIABILITY ........ ....... ................ .----- ..._................... 54 60. EXECUTION IN COUNTERPARTS ................... . ............................... 54 61. SECTION HEADINGS................................................................... 54 EXHIBIT I -DESCRIPTION OF BOUNDARIES OF SERVICE AREA ............. 56 EXHIBIT I1--APPROVED RATE SCHEDULE... .... ...... ...... ............. 57 EXIIIBIT III - DISCLOSURE OF SERVICE RATES .................................... 58 EXHIBIT IV-- ANNUAL FINANCFAL REPORTING FORMAT. 60 EXHIBIT V - SPECIAL SERVICES......................................................... 61 EXHIBIT VI ---PERFORMANCE BOND SLIDING SCALE ............................. 62 EXHIBTI' V11-PUBLIC OUTREACH"CASKS.............................e.e......,...., 63 EXHIBIT VIII - INSURANCE REQUIREMENTS.,,,, . . ................... . . . ........... 66 EXHIBIT IX- PUBLIC ENTITY CRIME STATEMENT ............................................ 67 EXHIBIT X -LOBBYING AND CONFLICT OF INTEREST CLAUSE --- SWORN STATEMENT UNDER ORDINANCE NO. 010-1990, MONROE COUNTY, FLORIDA.................................................................................... 68 EXHIBIT XI -NON -COLLUSION AFFIDAVIT .................................................. 69 EXHIB IT XII -- DRUG FREE WORKPLACE FORM ....................... . ... . ................... 70 SOLID WASTE IND RECYCLNNG COLLECTION FRA TCHISE AGREETN1ENT FOR THE LOWER KEYS AREA THIS AMENDED AND RESTATED SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT (hereinafter referred to as "Agreement") is made and entered into this 21st_day of Maw, by and between THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, 1100 Simonton Street, Key West, Florida 33040, a political subdivision of the State of Florida (hereinafter referred to as "COUNTY" or "Franchisor"), and WASTE MANAGEMENT INC. OF FLORIDA, 125 Toppino Industrial Road, Rockland Key, FL 33040, a Florida corporation (hereinafter referred to as "WMIF" or "Franchisee"). WITNESSETH WHEREAS, the parties entered into a Solid Waste and Recycling Collection Franchise Agreement on or about May 19, 2004, as amended on August 17, 2005, January 28, 2009, and renewed and ainended on May 20, 2009, which is scheduled to terminate on September 30,2014; and WHEREAS, the parties have negotiated new terms and conditions under this agreement; and WHEREAS, the terms and conditions are favorable to the Franchisor in tel-nhs of cost effectiveness, improved levels of service and improved levels of recycling efforts from the Franchisee; and WHEREAS, the Franchisor now desires the yard waste to be separated from the solid waste to allow a separate yard waste processing program to be irrrplenhented; and WHEREAS, the County pursuant to Section 2-347(e)(5), Monroe County Code hereby exercises its option to waive competitive bidding for this solid waste service; and WHEREAS, the parties desire to arnend and restate the agreement. In consideration of the mutual benefits, the parties herein agree as follows: TERM The tens of this Agreement shall be for the period beginning on October 1, 2014, extending for ten (10) years, and terminating on September 30, 2024. Franchisor shall have the exclusive option to extend the Agreement by formal Amendment, upon mutually agreeable termms and conditions, for an additional five (5) year period upon one hundred twenty (120) days written notice to the Franchisee prior to the expiration of the current term of this Agreement. If such written notice and formal renewal amendment is not provided this Agreement shall terminate on September 30, 2024. Monroe County shall have the right to unilaterally extend the term fora period of ninety (90) days under the same terms and conditions as set forth herein. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 2. DEFINITIONS A. Biological Wastes causes or has the capability of causing disease or infection and which includes bioyncdic?l `r4'i7Jte, d:sea::ed 0 € ead. animals, aril otrier ,d,astcS Capable or trr"nsmit"fi ig pathogellls to humans or animals. B. Board shall mean the Board of County Commissioners of Monroe County, Florida. C. Bulk ((wr Bulky) Trash shall mean any non -vegetative item that cannot be containerized or bundled; including, but not limited to, inoperative and discarded refrigerators, ranges, toilets, clothes dryers, bath tubs, water heaters, sinks, bicycles and other similar domestic appliances; household goods, fumiture and carpeting. Carpeting will be picked up by the franchisee if cut to lengths of six (6) feet or less, no more than 6 bundles of carpet for one pickup, and bundled items must be generated from the property of a Dwelling Unit. "Home Improvements", which include, but are not limited to, cabinets, drywall, lumber, paneling and other such construction -related materials, are not considered bulk trash. "Bulky trash or waste" does not include large items such as car bodies, camper shells, mobile homes, trailers, Jacuzzi tubs or spas, or any other items that cannot be safely lifted and collected by one person. In addition, bulk), wastes do not include any hazardous or special waste as well as any other item or items that in the future may be land banned by regulation. D. Collection shall wean the process whereby Residential Solid Waste, Commercial Solid Waste and Recyclable Material are removed and transported to a designated facility. E. Collection Agreement or Agreement shall include this document. All amendments and exhibits thereto shall be made in writing and shall be the written document between the Franchisor and the Franchisee governing the provision of seivices as contained herein. F, Commercial Solid Waste shall mean Garbage, Vegetative Waste and Rubbish that is not Residential Solid Waste. G. Commercial Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from business entities and any or all collection services not covered in Section JJ within the Service Area. 14. Commercial Stolid Waste Collection service shall zn.ean the collection of Commercial Solid Waste within the service area. Such seiTice includes Containers and Compactors, but does not include Specialty Hauler Roll -Off Collection Service. I, Compactor shall mean any container that has compactor niechanism(s), whether stationary or mobile, all-inclusive. J. Construction and Demolition Debris (C&D) shall mean materials generally considered to be non - water soluble and non -hazardous in nature, including, but not limited to, steel, glass, brick, concrete, roofing material, pipe, gypsum wallboard and lumber from the construction or destruction of a structure as part of a construction or demolition project. Mixing of a very small amount of waste other than C&D from the construction site will not automatically cause it to be classified as other than C&D. K. Container shall mean and include any container designed or intended to be mechanically dumped into a loader/packer type garbage truck, L. Containerized Residential Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from Dwelling Units in the service area that require the use of coretainers for the collection of recyclable materials and the delivery of those recyclable materials to the Materials Recycling Facility. M. Containerized Residential Solid Waste Collection Service shall mean solid waste collection service of all Dwelling Units whose Garbage, Rubbish, Bulk Trash or Vegetative Waste are collected by means of a central or shared Container and not by means of a Garbage Receptacle, Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash. N. Contract Administrator shall mean the person designated by the Franchisor who shall act as the representative of the Franchisor during the term of this Agreement. O. County shall mean Monroe County, Florida. P. Curbside Residential Recycling Collection Service shall mean the collection of recyclable materials by the Franchisee from all Dwelling Units in (lie service area that also receive curbside Residential Solid Waste Collection Service for solid waste and other Dwelling Units as are designated by the County, and. the delivery of those recyclable materials to the Monroe County Materials Recycling Facility or other designated transfer station. Residential materials shall not include recycling materials generated from a commercial business. Q. Curbside Residential Solid Waste Collection Service shall rnean Residential Solid Waste Collection. Service for all Dwelling Units whose garbage is collected by means of a garbage receptacle at curbside or roadway. R. Designated Facility shall mean a processing, recycling or transfer facility designated by Monroe County. S. Dwelling Unit shall mean any residential living type of structure or building with kitchen facilities intended for or capable of being utilized for residential living other than a hotel or motel unit. T. -Fiscal Year shall mean, during the teran of this Agreement, the period October 1 of a given year through September 30 of the following year. U. Franchisee shall mean that person or entity that has obtained Born the Franchisor a franchise, contract or permit to provide Residential Solid Waste Collection Service, Coraniercial Solid Waste Collection Service, and Recycling Collection Service. V. Franchisor shall mean the Board of County Commissioners of Monroe County, Florida. W. Garbage shall mean all putrescible waste, generally including, but not limited to, kitchen and table food waste, aninral, vegetative, food or any organic waste that is attendant with or results from the storage, preparation, cooking or handling of food materials; whether attributable to residential or commercial activities. X. Garbage Receptacle shall mean any commonly available light gauge steel, plastic or galvanized receptacle of non -absorbent material, closed at one end and open at the other, furnished with a closely fitted top or lid, handle(s) and without any jagged or sharp edges. A garbage receptacle is also defined as a heavy duty, securely tied plastic bag designed for use as a garbage receptacle. Any receptacle made from plastic drums with rope handles, or slots cut into the sides for handles, is not an acceptable garbage receptacle. Any receptacle including waste materials shall not exceed thirty-two (32) gallons in capacity or fifty (50) pounds in weight, unless a Franchisee implements (with written authorization from the Contract Administrator or his or her Designee) an automated or semi -automated collection system requiring the use of some other standard receptacle compatible with the Franchisee's equip Vent. Y. Hazardous Waste means solid waste as detirred by the State of Florida Department of Environmental Protection as a hazardous waste in the State of Florida Administrative Code, Chapter 62-730, or by any future legislative actions, or by Federal, state or local law. Z. Hotel or Motel shall mean a structure or building wiit(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 percent (50%) of the time for "Transient Occupancy" as such term is defined in Chapter 509, Florida Statutes, or its successor law. AA. Industrial Waste shall mean any solid waste accumulations of metal, metal products, minerals, chemicals, rock, cement, asphalt, tar, oil, grease, glass, crockery, rubber, tires, bottles, cans, lumber, sawdust, waste from animal packing or slaugbterhouses, or other materials usually created by an industrial enterprise. 13$.Materials Recycling 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. CC. Mobile Home shall mean the manufactured homes, trailers, campers and recreational vehicles. DD. Multi -Family Dwelling Unit shall mean and include any building or structure containing two (2) or snore Dwelling Units under one roof. EE. 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. FF. Non -collection notice shall mean a form used by the Franchisee to notify customers of the reason for non -collection of materials set out by the customer for collection by the Franchisee pursuant to the Contract, developed by the Franchisee and approved by the Franchisor. GG. Permitted Disposal Facility shall mean the place or places specifically designated by the Franchisor for the disposal of solid waste, and that are properly permitted by the appropriate state and local as�enctes. HH. Public. Awareness Program shall mean that program developed by the Franchisor to inform and encourage residential and commercial solid waste collection customers to use all solid waste collection services offered by the Franchisor through the Agreement. It shall also mean information concerning levels of service and changes in scope of service. I1. Recyclable Materials shall mean newspapers (including inserts); aluminum, #1 - #7 plastic containers; clear, green and brown glass bottles and jars; corrugated cardboard; kraft paper bags; office paper; tin and ferrous cans; automobile tires; and other materials added upon agreement between the Franchisor and Franchisee. 17, Recycling Cart shall mean a rigid, covered 65 gallon wheeled cart. Recycling container shall mean a rigid container that holds 18 gallons. Both shall be made of plastic or other suitable substance that is used for the storage of commingled recyclable materials. KK. Residential Property shall mean all improved property, or any portion thereof, used as a dwelling unit and shall include single family dwelling units, apartments, mobile homes and condominiums. LL. Residential Solid Waste shall mean Garbage, Rubbish, Bulk Trash and Vegetative Waste resulting from the normal housekeeping activities of a Dwelling Unit. Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash, NIM.Residential Recycling Collection Service shall mean Curbside Recycling Collection Service and Containerized Residential Recycling Collection Service, NNT. Residential Solid Waste Collection Service shall mean service to all Dwelling Units, including, but not limited to, single-family dwelling units, each living unit in a multi -family dwelling unit, condominium or cooperative association, each mobile home, whether located in a mobile home park or on an individual parcel of property whether or not the lot is owned by the mobile home owner and whether or not the unit has an RV tag, and each tirnesharing unit. CQ. Rail -off Collection Service shall mean Specialty Hauler Service as described in the Monroe County Code Section 21-46, and is the collections of C&D only roll -off containers within temporary locations in the service area, limited to new construction sites and remodeling or refurbishment sites. Roil -off Service uL0iiectrvtr aa,} lcultrai or ;egetative iaste ff011cty v��tvra 7 itaLPiiktl�, ii�sai pennitted land clearing sites. Roll -off Collection Service does not include Special Wastes, Garbage or Recyclable Materials, and is not covered under this Agree€gent. PP. Rubbish 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, that 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 what, due to their ability to retain water, may serve as breeding places for mosquitos or other water -breeding insects. QQ. 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, RR. ;Single Family Dwelling Unit means a building, mobile home, or portion thereof, designed for residential occupancy that is arranged, designed or used as living quarters for only one family, SS. Sludge shall mean a solid or semi -solid or liquid generated from any wastewater treatment plant, water supply treatment plant, air pollution control facility, septic tanks, grease traps, portable toilets, or related operations, or any other such waste having similar characteristics or effects, T`1". Special Services shall mean any services requested or required by the customer that are in addition to, or a change in, Residential Solid Waste Collection Service, Residential Recycling Collection Service, Commercial Recycling Collection Service and Commercial Solid Waste Collection Service as set out or sitnilar to those listed in Exhibit V. UU. Special Waste shall mean those wastes that require extraordinary management. They include, but are not limited to, automobiles or automobile parts, abandoned automobiles, boats or boat parts, waste oil, sludge, dead animals, agricultural and industrial waste, septic tank pumpings and Biohazardous and Hazardous wastes. XA1- Vegetative Waste — Regular shall mean any vegetative platter generated from the yard and landscaping maintenance of the property of a Dwelling Unit and shall include rrrateials such as tree and shrub tr inaiings, grass clippings, palm fronds, small tree branches and other matter usually j oduced a.s re€use in the care o lawns, landscaping and yards, 'Mai shaz3 not -xceed flour f et (V) in length and/or four inches (4") in diameter, and shall include Christmas trees. Such waste shall be tied in bundles or placed in containers that are susceptible to normal loading and collection as other Residential Solid Waste. if containers are used, they shall meet or exceed the Franchisor's specification for such containers. No bundle or filled container shall exceed fifty (50) pounds in weight. The materials shall not exceed 12" above the top of the container. Regular Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash, unless approved in writing by the County. "Vegetative, Green or Yard Waste" means leaves, grass, clippings, brush and branches generated from landscapes or gardens at Residential or Commercial Premises, separated from other Residential Solid Waste. Green Waste includes Holiday Trees but does not include stumps or branches exceeding four inches (4") in diameter or four feet (4') in length. WW1. Vegetative Waste— Oversize shall mean large cuttings of vegetative matter that are part of the nonrral yard maintenance of a Dwelling Unit, and that cannot be cut for placement in a container or bundled due to the material exceeding the weight and size restrictions for regular vegetative waste. Oversize vegetative waste shall be placed neatly at the curb and shall be of a type as to be readily handled by mechanical collection equiptnent of the Franchisee and shall not exceed six feet (6') in length. Oversize Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash. Oversize Vegetative Waste does not include any forte of matter or debris resulting from commercial tree removal, land clearing or land development. In the case of a dispute between the Franchisee and a customer as to what constitutes Oversize Vegetative Waste, the situation will be reviewed and decided by the Contract Administrator, whose decision will be final. 3. SERVICES PROIMED BY FRANCHISEE A. Exclusive Franchise Granted. The Franchisee is herein granted an exclusive franchise to provide Residential Solid Waste Collection Service, Commercial Solid Waste Collection Service and Residential Recycling Collection Service in the Service Area, as described in Exhibit I. Adjustments to the Service Area boundaries due to municipal annexation or contraction will be provided by law. No entity except the Franchisee may offer or provide Residential Solid Waste Collection Service, Commercial Solid Waste Collection Service or Residential Recycling Collection Service in the Service Area. The Franchisor agrees to assist the Franchisee in taking timely action against any entity violating the provisions of this Section. The Franchisee shall be the agent to the Franchisor to provide Commercial Recycling Collection Services in the Service Area, «There that service is requested by a commercial entity. The Franchisee shall be responsible for billing and collection of Commercial Recycling Collection services not being billed and collected by the Franchisor. B. Responsibility for Service Billing and Collection. The Franchisor shall be responsible for the billing and payments for Residential Solid Waste Collection Service, The Franchisee shall provide billing and collection services for Commercial Solid Waste Collection Services. Billing for Commercial Solid Waste Collection Services shall be reported in the format designated by the Franchisor's Contract Administrator. C. Emergency Service Provisions, 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 equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster that is not otherwise covered by the County's Disaster Response and Recovery Services Contract. By December I �' of the year that this Agr'eerient is in effect, the Franchisee is requested to provide a Disaster Preparedness Plan to the Contract Administrator for- review and approval. This play, shall include. provisions for additional manpower and equipment, as well as a proposed rate for collection associated with the clean-up of natural az Is3 €erS r ii x2er' SiiL"" €)cLarZ'riC s. l`he ranch2sce Shah updaac 'ire Disaster ilrcpaTedness Plan by December I" of each year of this Agreement for the Contract Administrator's review and approval. The Franchisee shall receive extra compensation alcove the normal compensation contained in this Agreement, after such has been approved by the Board, based on the rate schedule submitted to the Contract Administrator. Subject to verification of documentation request by the County, payment for these services shall be made by the Franchisor within ninety (90) days of the receipt of the billing by the Franchisor. The Franchisee must provide documentation for verification of services as requested by the Franchisor for paymment. The Franchisee shall not be responsible for nor have an obligation to collect, transport or dispose of debris or other waste material from a hurricane, severe stone or other natural or nian-made disaster unless the County enters into a written agreement with Franchisee specifying the terms and compensation for such services. Should the parties enter into a written agreement and in the event the storm is declared a disaster such that FEMA is authorized to participate in managing the cleanup, the Franchisee shall be responsible for the preparation of all documents and forms and support information required by FEMA. Such documents, forms and information shall be submitted to the County by the Franchisee within the time limits established by FEMA for such filings. D. Service to Select County Agencies. The Franchisee crust collect the solid waste and recyclables normally generated by the County's Fire, EMS, Monroe County Sheriff's Department, and Library facilities located within the franchise area at no charge or cost to the County for collection. In addition, the Franchisee shall be required to provide collection service for up to twelve (12) community events (e.g. cormanunity clean-ups, parades, and other special events) per operating year, if such collection service is requested by or approved by the Franchisor, at no cost to the Franchisor. The Franchisee shall provide each event with roll -off containers and/or recycling carts as appropriate to successfully manage the solid waste and recycling generated by the specific event. The Franchisor shall be responsible only for the cost of disposal. In addition, the Franchisee shall collect illegal trash piles designated by the County at no charge to die Franchisor, not to exceed four (4) piles per month. The Franchisor shall be responsible only for the cost of disposal for these piles. Franchisee shall also provide an aggegate of five (5) roil off pulls for Franchisor facilities per inonth. The Franchisor will pays for the disposal cost of such pulls but there shall be no charge for the hauling of the roll off containers. Such direction shall come from the County's solid waste administrator or designee. The Franchisee s ,ail include the sumnary, of these activities in the aiorahiy reports to the County. Services Set forth in tills paragraph D shall not be applicable to hauling mateiials resulting froin Storm events. 4. SOLID WASTE COLLECTION SERVICES A. Curbside Residential, Solid Waste, Vegetative Waste and Bulk Trash Collection Services (1) Conditions and Frequency of Service All Curbside Residential Solid Waste and Rep-ular vegetative ®waste shall be properly containerized in Garbage Receptacles or othenwise prepared for collection. Vegetative waste shall be separated from Residential Solid Waste. No filled receptacle or bundle shall exceed fifty (50) ponnds in weight. (Regular vegetative waste will be as defined in Section 2.RR). Curbside Residential Solid Waste Collection Service, except for permitted holidays, shall be provided twice per week with not less than forty-eight (48) hours or more than seventy-two (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 oa a scheduled route basis. Oversize vegetative waste and bilk trash as defined in Section 2.SS and 2.0 of this Agreement shall be picked up by the Franchisee within five (5) business 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. There may be a charge to the resident for oversize vegetative waste, as specified in Exhibit II. The resident will be required to call the Franchisee for the removal of oversize vegetative waste and Franchisee will inspect the material and provide a quote for such service. The resident may utilize the service at the quoted rate or utilize another lawful means or entity to manage the material. Franchisee agrees not to combine or comingle vegetative waste with solid waste. The Franchisor is contemplating a separate yard waste processing program and therefore requires the separate collection of yard waste. The Franchisee shall provide for a twice a week collection of solid waste, once a week collection of yard waste and once a week collection of recyclables from residents unless otherwise approved in writing by the County. The separate day of collection of yard waste shall be provided at no additional cost to the Franchisor. In the event that a yard waste processing program is not implemented by the County, the Franchisee shall not reject combined or commingled vegetative and solid waste. (2) Accessibility All Residential Solid Waste to be collected shall be placed witluir 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 13 ' z €o l:. r €�ili�'I i's'ee s coliec'€ion persoe n: -j anc vehiLs_-. n >f5_ t tvt€. i 'd `s`I'e and efi c-enl arvessrbrlaz _ �` Ga �"e^ for garbage receptacles shall be within six (6) feet of paved surface or right -of -gray. Fixed or pennanent enclosures sliali 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 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 disabled and 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 -accessibility to the Franchisee's personnel 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 V. Billing for these services shall be reported in a format prescribed by the Contract Administrator. In the event a special service request is not listed in Exhibit V, charges for such services shall then be established through negotiations between the Franchisee and the customer. In the event the customer and the Franchisee cannot reach an agreement on the cost, the Contract Administrator will determine the cost. (3) Tag Improper Set Outs_ In the event the Recycled Materials and the Solid Waste are conuningled by the Resident(s) to the extent that they cannot easily be separated by the Franchisor, or the nature of the solid waste renders the entire recycling bin or cart contaminated, the Franchisee shall leave the cart or bin as is and issue a Non -Collection Notice to the customer containing instructions on the proper procedures for setting out recyclable materials and shall advise of the offending material. The Franchisee shall pick up the cart or bin as solid waste if it is still contaminated, or as recyclable material if it has been cleaned, in the next round of pick up, The Franchisee shall maintain a record of the address where recyclable materials were not collected, the date of non -collection, and the reason they were not collected. Such information shall be provided to the Franchisor's Solid Waste Administrator and included in the reports. B. Containeriyed Residential Solid Waste Collection Service (1) Conditions and Frequency of Service The Franchisee shall provide Containerized Residential Solid Waste Collection Service to Multi - Family Dwelling Uirits of four- (4) or snore in the Service Area that are suitable to receive such service and request such service. The size and location of the container and the frequencv of collection shall be deternuiied sr the ri`aiiciiisee and tite Iv Si€i71iUal LoMpieX, M accrxrddice with ta23 i1brE�lT?tiiC. The Ida-e n3f. Seii ice slim: be sufficient to meet customer needs in a safe and sanitary inaniier. In the event of an unresolved dispute involving the level and type of service to lie provided, the location and size of Containers or die frequency of service, the Contract Administrator shall snake the final determination. The Franchisee shall be paid the appropriate container maintenance I fee in accordance with Exhibit II. A inininium of once per week service is required of all customers, or such other minimum frequency as provided by law. Service shall not exceed a maximum of twice per week, Such service shall be provided by mechanical container as defined herein. C, Commercial Solid Waste Collection Service (1) Conditions and Frequency of Service The Franchisee shall collect and dispose of all Commercial Solid Waste in the Service Area, except Special Waste. A minimum of once per week service is required of all customers, or such other rninimum frequency as provided for by law. Such service shall be provided by mechanical Container as defined herein. However, where a customer generates less than one (1) one cubic yard of waste per week, Garbage Receptacles provided by the customer may be utilized The size of the Container and the frequency of collection shall be determined between the customer and the Franchisee. However, size and frequency shall be sufficient to provide that no Commercial Solid Waste need be placed outside or above lid level of the Container. Storage capacity shall be suitable for the amount of waste generated by the customer. In the event the customer and the Franchisee cannot reach an agreement as to the level and type of service to be provided; the Contract Administrator shall make a decision binding on both parties, including the location and size of Containers and the required number of pickups per week. Putrescible waste shall be picked up a minimum of two times per week. All Commercial Solid Waste shall be placed in a Container, Compactor or Garbage Receptacle. Vegetative Waste shall not ne. cominingled 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 maybe obtained by customers from any source, prop ided that such Compactors are of a type that can be serviced by the Franchisee's cqu€pment. The customer shall be completely responsible for its proper maintenance. Compactor collection frequency shall be a mi iinum of once per week and shall be uftrcre t EL) ccrtta,:: ;> aste without Sp:llagc. (2) Nletlrod 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 (lie customer. (3) Level, Type and Disclosure of Rates for Commercial Collection and Other Services a. Commercial Collection: The Franchisee shall only charge rates as set forth in Exhibit 11 or as otherwise allowed by this Agreement. A written agreement between the Franchisee and the customer shall be entered into regarding the level and type of service to be provided and manner of collection of fees. The fees charged to the customer by the Franchisee may vary in accordance with the rate schedule in Exhibit 11 based on changes in size of Containers and/or changes in frequency of collection. The terms and conditions of such agreement shall be in compliance with all provisions of this Agreement. The customer shall subscribe to a level of service sufficient to meet the needs of the customer in a sanitary and efficient manner. However, upon failure of the parties to reach such as agreement, the Contract Administrator or his or her designee 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 11, The Franchisee will be responsible for the billing and collection of Commercial Collections Service except as otherwise provided in this Agreement. b. Disclosure: The written Agreement between the Franchisee and the customer shall be in a separate document as specified in Exhibit III. D. Hours of Collection Curbside Residential Solid Waste Collection Service shall be provided between the hours of 5:00 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 collected between the hours of 5:00 a.m. and 6:00 p.m. Monday through Saturday, Other non-residential locations may be collected at any time. The hours of collection may be extended due to extraordinary circumstances or conditions -with the prior consent of the Contract Adnrirlistrator. E Routes and Schell€€ es For Residential Solid Waste Collections Service, the Franchisee shell provide the Contract Administrator, in a fonnat 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 (4) weeks prior to the change. In the event of a permanent change in routes or schedules that will alter the day of pick-up, the Franchisee shall immediately notify the customer(s) affected, in writing or other manner approved by the Contract Administrator, prior to the change, at no cost to the Franchisor. 5. RECYCLING COLLECTION SERVICE The Franchisee shall. provide Residential Recycling Service and where requested by the customer, Commercial Recycling Collection Service in the Service Area. The Franchisor shall be responsible for the billing and collection of payments for Residential Recycling Collection Service. The Franchisee shall be responsible for billing and collection of Commercial Recycling Collection Service costs. Recyclables to be collected. The following Recyclables shall be collected in the Residential recycling collection program: ° Newspaper • High Density Polyethylene (HDPE)/Polyethylene Terephthalate (PETE) Colored & Clear Plastic ° Plastics #1 --- #7 Plastic lids and caps • Office and Mixed Ounk mail/magazines) Paper Chipboard, Cardboard and Phone Books • Rigid Containers, defined as Aluminum Cans, HDPE and Pet Plastics, Glass (No Blue Glass), Containers and Bi-Metal Cans The Recyclables items listed may be amended by approval of the Contract. Administrator, and the parties agree to negotiate with respect to an adjustment of the rates to reflect any increased or decreased costs. A. Curbside Residential Recycling Collection Services will be governed by the following terins and conditions. t t _ Condi+f'on-s and (Frequency of fieniee The Franchisee shall provide Curbside Residential Recycling Collection Service 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 that shall coincide with one of the three regularly scheduled solid waste collection pick-up days. (2) Accessibility for Curbside Recycling Collection All Recyclable Materials to be collected shall be in. a Recycling Cart andior Recycling Container, as specified by the Franchisor, marked for Recyclable Materials identified with embossment or stickers provided by Franchisee and shall be placed within six feet (b') of the curb; on a paved surface of the road, in the closest accessible right-of-way, or other such location agreed to by the Franchisee, that will provide safe and efficient accessibility to the Franchisee's collection personnel and vehicle. The Franchisee must collect as many Recycling Carts and Containers, as the customer sets out. Where the customer 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 personnel 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. Franchisee may tag a recycle cart or container with a Non -collection notice that is contaminated more than 10%, and shall provide a list of containers tagged with a Non -collection notice to the County's Solid Waste Administrator. The Franchisee shall pick up the cart or bin as solid waste if it is still contaminated, or as recyclable material if it leas been cleaned, in die next round of pick up. B. Containerized Residential Recycling Collection Service will be governed by the following terms and conditions: (1) Conditions and Frequency 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 every week on a scheduled route basis as set forth in Paragraph 2, below. (2) Accessibility and Schedule for Containerized Residential Recycling Collection AlI Recyclable Matcr als to be collected shall be in a 1?ecbcling Cart or Container' designated for Recyclable Materials that shall be located in such location and shall be collected on a schedule by the Franchisee that will provide safe and efficient accessibility to the Franchisee's collection personnel 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. (3) Multi -Family Premises Franchisee shall provide recycling cart or bin service for all recyclable materials generated at all Multi -Family Premises. Where space prohibits the use of a 65 gallon cart, the Franchisee will provide resident with an IS gallon recycling bin upon request. C. Commercial Recycling Collection Service The Franchisee shall perform Commercial Recycling Collection Services on behalf of the Franel-risor for any business in the Service Area where the Franchisee has arranged, negotiated, or contracted for such service, and Franchisee shall have the right to solicit Commercial Recycling Collection Service agreements with any business in the Service Area upon terms and conditions consistent with this Agreement, and Franchisee shall provide loading, collection, transporting and removal services for recovered materials in the Service Area. (1) Conditions and Frequency of Service The Franchisee shall provide Commercial Recycling Collection Service to all business or con-imercial entities located in the designated Service Area. The size and frequency of the Container designated for Recyclable Materials shall be detearnined between the customer and the Franchisee. if the customer and Franchisee cannot agree, the Contract Administrator shalt stake the decision. 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. Containers may be obtained by customers from the Franchisee. The customer shall be completely responsible for the container's proper maintenance. Container frequency of collection shall be sufficient to contain the waste without spillage. Compactors inay be obtained by customers front any source provided that such compactor must be of a type that can be serviced by the Franchisee's equipment. The customer shall be completely responsible for the compactor's maintenance. 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 Carts or Containers are used, they shall be placed at an accessible location or at such other single collection point as may be agreed upon Between 1?ie F anchisee and the cu-stornen All Containers sha". be Kept in a spie, accessible location agreed upon 0e€:veeii the Franchisee and the customer. Any Container, Recycling Cart or Recycling Container damaged by the Franchisee shall be repaired or replaced by the Franchisee within seven (7) days. Other Services (2) Level, Type and Disclosure of Rates for Commercial Recycling Collection and A written Agreement between the Franchisee and the customer shall be entered into regarding the level and type of service to be provided and manner of collection of fees. The terms and conditions of such Agreement shall be in compliance with all provisions of this Franchise Agreement and the term shall not extend beyond the term of this Agreement, as stated in Section 1. The customer shall subscribe to a level of service sufficient to meet the needs of the customer in a sanitary and efficient planner. However, upon failure of the parties to reach such an agreement, the Contract Administrator, or his or her 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 I1. The Franchisee will be responsible for the billing and collection of Cormercial 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 11I. (3)) Ownership Notwithstanding any other provision of this Agreement, a connnercial generator of Recyclable Materials retains ownership of those materials until it donates or sells, or contracts for the donation or sale of, those materials to another person or entity. Nothing in this Agreement shall prevent a person or entity engaged in the business of recycling, whether for profit or non-profit; from accepting and transporting Recyclable Materials, under contract with a commercial generator, from such commercial generator when such Recyclable Materials have been purchased from or donated by the commercial generator, and no charge is made to or paid by the commercial generator for the loading, collection, transporting or removal of such Recyclable Materials, Provided, however, that such activities are subject to applicable state and local public health and safety laws, and provided that the transporter must report such information to the Franchisor as may be necessary for the documentation of state -mandated recycling or reduction goals. D. Method of Payment The Franchisor wili be responsible for the billing and collection of payments for Residential f Re-1--s`cling f_ Eoflc,,n'io i Sed vice. Paj�ierits i1iorn the Franchisor to a -le i'rare%€5ec s7Vid be due and paid uo `tat; r than the tenth (10"') day of the month following service. The initial collection rate per unit per month shall be as set forth in Exhibit II. This rate shall be adjusted in subsequent years in accordance with Section 6. The Franchisee shall be responsible for billing and collection of payments for Commercial Recycling Collection Service, at the rates as set forth in Exhibit II. The rates set forth in Exhibit 1I shalt be adjusted in subsequent years in accordance with Exhibit IV. E. Hours of Collection Residential .Recycling Collection Service shall be conducted between the hours of 5:00 aazn. and 6:00 p.m., Monday through Saturday, Dwelling Units receiving Containerized Residential Recycling Collection Service and non-residential collection sites Iocated adjacent to residential units shalt 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 detennine the hours of collection. F. Routes and Schedules The Franchisee shall provide and keep current with the Contract Administrator, or his or her designee, in a format acceptable to the Contact Administrator, an up-to-date route schedule snap for all Residential Recycling Collection Service routes. The Franchisee shall notify the Contract Administrator in writing of any change in any route schedule four (4) weeks prior to such change. In the event of a permanent change in the routes or schedules that v611 alter the pick-up day, the Franchisee shall immediately notify the affected customer in writing or other method approved by the Contract Adruinist•ator not less than two (2) weeks prior to the change, at no cost to the Franchisor. G. Purchase, Delivery, and Replacement of Recycling Carts and Containers for Residential Dwelling Units (1) Within thirty (30) days of the Franchisor's approval date of this Agreement the Franchisee shall order the recycling Carts, and shall deliver theirs to all residential customers' homes no later than October 1, 2014. Throughout the term of this agreement and any renewal period, the Franchisee will purchase at its expense, and at residential customers' request, one sixty-five 65) gallon Recycling Cart per Residential Unit for use within the Sen-ice Area. The Franchisee shah purchase and provide two (2) Recycling Containers per Residential -Unit for areas where the carts cannot be used — as directed by the Franchisor. (2) The Franchisor shall approve the specifications of the Recycling Carts in writing prior to purchase by the Franchisee. Franchisee shall submit a written request for authorization to the Franchisor, and shall include the specified color, materials, County logo (may be placed on the lid label), and list of acceptable recyclable materials. Franchisee will only replace at its expense any Recycling Cart or container damaged through the fault or negligence of the Franchisee or its employees. An additional or replacement Recycling Cart may be purchased by a Resident for Sixty Dollars ($60.00). Additional or replacement bins shall be provided at no charge. Initial delivery of the carts shall be made directly to the residents' homes, and shall not be placed curbside. (3) In the event of a storm event where carts may be lost or damaged by the stone, the Franchisee shall not be responsible for purchasing the replacement carts. Residents shall be required to purchase their replacement cart from the Franchisee at a cost of $60. H. Manner of Collection The Franchisee shall collect Recyclable Materials with as little disturbance as possible and shall leave the Recycling Cart, Recycling Containers 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 Cart or Container. All Recyclable Materials set out by the customer that meet these criteria shall be collected. L Material Recycling Facility The Franchisee shall deliver all Recyclable Materials collected from the Service Area to the facility designated, in wasting, by the Contract Administrator. The Franchisee is responsible for the delivery of clean, non -contaminated Recyclable Materials. Contaminated materials are defined as those materials that require extensive sorting and/or disposal as detennined by the supervisor of the County's recycling facility. T. Change in Scope of Recycling Collection Service From time to time, at the sole option of the Franchisor, it may be necessary to modify the scope of Recyclable Materials that will be included in Reevchno Collection Service. Should this occur, the Franchisor and the Franchisee agree to enter into good faith negotiations to amend this Agreement to reflect the impact of any such r--odification. 5. CHARGES, RATES, AGREEMENT AMOUNT AND LEVELS OF SERVICE A. Obligation of Franchisor for Billing, Collection and Payments (1) Specific Responsibilities The Franchisor or its designee will be responsible for the billing and collection of payments for Residential Solid Waste Collection Services with the e-xception of any Special Seraices provided by the 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 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 (10`) day of the month following the month during which services were rendered. Franchisee shall service all residential -units. If Franchisee is in doubt as 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 t" 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 notify the Franchisee of new residential units to be served and/or deleted and payment will be adjusted accordingly. New Dwelling Units that 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 the Certificate of Occupancy. (2) Units 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 role. Upon receipt of such written list by the Franchisor, the Contract Administrator will, within thir-ty ('10) days, verify the customer address and that service to the unit is proper, and, if proper, shall remit monthly payments to the i rar:cl rsee for such seri6' e cffcctive a'. o O'ctober f, of fne- fiscal Year or the date senne . began, whiohever is later. The Franchisor reserves the right to correct any errors of omission or commission per the laws and rules that govern the Franchisor. fn use event the Franchisor pays the Franchisee for a residential unit in error, for any reason, the Franchisee shall notify the Contract Administrator, Upon determination of any overpayinent, the Contract Administrator will verify the error and make an appropriate adjustment to the Franchisee's payment to correct the error. B. Solid Waste and Recycling Collection Rate Adjustments (1) For all Collection services, the charges shall be initially based on the rates established in Exhibit 11, and as subsequently adjusted pursuant to this Agreement. The Franchisee shall receive periodic adjustments in the Residential Solid Waste and Recycling Collection Service, and annual adjustments to the Commercial Recycling Collection Service, and Commercial Solid Waste Collection Service s as specified herein. The Franchisee shall provide Commercial customers written notice of a potential rate change in its annual September billing period. The periodic adjustment shall be made to the combined category of Residential Solid Waste Collection Service and Residential Recycling Collection Service. The annual adjustment shall be trade to the combined category of Commercial Solid Waste Collection Service and Commercial Recycling Collection Service, and the CPIU for such shall not exceed 5% annually. CPIU increases beyond 5% shall require BOCC approval and an amendment to the Agreement. (2) The adjustment to Residential collection shall be made in accordance with the percentage change in the . Zni.„ ��:..::. Price Index for all urban constnrers ("CPTU") for the most recent twelve (12) months available, ending in February, but shall not exceed 2.5%. Residential adjustments for the combined Residential Solid Waste and Recycling Collection shall be allowed as follows: Years 1, 3, 5, b, 7 —No CPI Adjustment allowed Years 2, 4, 8, 9, 10 — up to a maximum 2.5% CPI Adjustment allowed Effective October 1, 2014, contingent upon Board of County Commission approval of the periodic and arnrual rate adjustments, the Franchisee will receive the specified CPI adjustment. C. Agreement Amount (1) Residential: The COUNTY shall pay the Franchisee in current annual funds for the Franchisee's performance of this Agreement for residential collection services. Funding for years 1-10 of the c5icicni1 Cllec- oil ser ,.Ces are es' mated `cis i�rizcows, ,74hic'i includes the estimated periodic CF1 MkZeases as allowed and specified herein: Year 1 $2.61 Million Year 2 $2.68 Million Year 3 $2.68 Million Year 4 $2.75 Million Year 5 $2.75 Million Year 6 $2.75 INiillion Year 7 $2.75 Million Year 8 $2.82 Million Year 9 $2.89 Million Year 10 $2.96 Million Total Estimated Amount Paid To Franchisee for Residential Services: $27.64 Million These numbers represent estimated numbers only, and are based on estimated quantities of materials and allowed periodic: CPI increases. Actual numbers are expected to vary. These estimates are not meant as a minimum or maximum amount to be guaranteed under this Agreement on behalf of either the County or the Franchisee. (2) Commercial: The Franchisee shall collect fiends from its commercial customers for all commercial collection services, and no funds from the County will be payable to the Franchisee for commercial collection services. The estimated aninial aniount of funds to be collected by the Franchisee from its commercial customers is estimated as follows, which is based on current commercial rates and estimated amival CPI increases: Year 1 $884 Thousand Year 2 $866 Thousand Year 3 $888 Thousand Year 4 $910 Thousand Year 5 $933 Thousand Year 6 $956 Thousand Year 7 $980 Thousand Year 8 $1.00 Million Year 9 $1.03 Million Year 10 $1.05 Million Total Estimated Amount Collected By Franchisee for Commercial Services: $9.5 Million D. Compiled Statement of Activities and Certified Annual Audits. (1) The Franchisee shall deliver to the Franchisor, in a format shown in. Exhibit IV, (as may be further revised by the Contract Administrator from time to time), a complied Statement of Activities (income statement) including, at a minimum, the results of operations of the Franchisee for each Service Area. Additionally, an annual audit report shall be prepared by a Florida Certified Public Accountant (Auditor) who maintains malpractice insurance, andis a member of the American Institution of Certified Public Accountants (AICPA). The Auditor shall conduct an audit of the Franchisee's books and records that relate to the Franchise Fee paid to Ibe Franehisor in accordance with generally accepted accounting standards. Franchisee' Audit reports shalt be submitted to the Franchisor Rrthin one -hundred and twenty, (1?0) days of the end of the Franchisee's fiscal year. t j �r v 1''rsalai isoi and `rrncl see understean-d and agree t' at tlnea is o the essence retr3rdrno receipt of the compiled financial statement and audit reports. Therefore, if the franchisee fails to provide the Franchisor with the financial statement on or prior to the date prescribed herein, the Franchisee shall pay the Franchisor the sum of two hundred fifty dollars ($250.00) per day for each calendar day the submittal is late. No extension will be granted exce t for uncontrollable circumstances as referred to in Section 21. No rate adjustments of any type will be granted to the Franchisee unless all required financial statements have been filed in a timely manner. E. Solid Waste Disposal and Recycling Processing Costs Residential solid waste disposal and residential recycling processing costs will be part of the special assessment billed by the Franchisor. Commercial costs and commercial recycling processing charges will be billed by the Franchisee and submitted on a monthly basis to the Franchisor in a format proscribed by the Contract Administrator. This monthly billing statement shall be due by noon on the tenth (10) day of each month, or the first business day thereafter, and shall contain information pertaining to the preceding month. Information provided on the monthly billing statement shall be complete and accurate, and falsification of same shall be a criminal offense and shall be considered as a cause for Default under this Agreement as specified in Article 30 of this Agreement. F. Extraordinary Rate Adjustment The Franchisee may petition the Franchisor at any time for an addition 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 such rate adjustment. The Franchisor may request from the Franchisee such further information as may be reasonably necessary in n-raking 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. j,. G. Franchise Fee To compensate for the cost of administration, supervision, inspection, and to fund a Countywide recycling program, consisting. of County staff (labor, benefit and operating cost, public education materials, brochures, and premiums, rendered for the effective performance of this Agreement, the Franchisee shall pay to the Franchisor a fee of five percent (5%) of all gross revenues charged, collected or received arising out of any services or operations conducted in the Service Area. Commercial solid waste disposal costs, commercial recycling collection costs, commercial recycling processing costs, any revenue paid to the Franchisee as a results of the diesel fuel surcharge adjustment per section 6(F), and any credit card convenience fee received by the Franchisee from customers using credit cards, shall he deducted froth the gross revenue total prior to applying the 5% for calculation of the franchise fee due to the Franchisor. Fees shall be payable within forty-five (45) days of the last day of each calendar quarter. H. Diesel Fuel Surcharge The Franchisor, at its sole discretion, may authorize the Franchisee to collect a diesel fuel surcharge adjustment from commercial customers for commercial collection activities to reflect any significant changes in the cost of diesel fuel as determined by reference to the Energy Informant Administration of the US Department of Energy (" EIAiDUE") website that -reports average prices of diesel fuel for the "Lower Atlantic" United States. The link is as follows: lit. ic3tto.e;a doe.a<<�oo�nfo`�vc�hd�'rlis sel.�tst�. The Franchisee must petition the County BOCC to make this request, and must provide sufficient documentation to demonstrate that increases in the price of diesel fuel have occurred. Such petition may not he made unless the price of diesel has risen a minimum of 10% over that price for diesel fuel existing on the ETA / DOE website for the Lower Atlantic United States as of the date of the execution of the Agreement ("the base fuel price"). An amendment to this Contract, if approved by the County BOCC, shall he executed to authorize any such annual or periodic surcharge adjustment before it is implemented. Such adjustment shall not be requested by the Franchisee prior to year three (3) of the Agreement. If approved, the Franchisee shall submit to the Franchisor, no later than the 10`�' of the following rnonth, a report listing the total number of gallons and cost of diesel fuel purchased in the previous month and includes copies of diesel fuel supplier invoices and individual service area truck fueling tickets. If approved, the Franchisee may add a line item to each commercial bill for such fuel surcharge. I. Convenience Fee: In addition to the Special Service Rates charged pursuant to Article S and Exhibit V, Franchisee may include a convenience fee charge on customers using a credit card to pay special service charges. The convenience fee shall be a "pass through" fee and will nQt exceed the fee charge by the customer's credit card company to the Franchisee for the use and processing of the charges �e HOUDAVfi The Monroe County "Transfer Stations will be closed on Thanksgiving Day, Christmas Day and New Year's Day, The Franchisee shall not be required to collect Solid Waste, Vegetative Waste, and Recyclable Material or maintain office hours only on these designated holidays. Services not provided on the designated holidays shall resume on the next scheduled service day. A. Service Fee If requiring a designate facility to remain open outside its regular business hours the Franchisee shall be charged a Service fee of Hundred Fifty Dollars (S150.00) per hour for every hour (or portion thereof) the site remains open. If the roads are closed due to an act of God or a known accident, such fee shall not apply. The Franchisee shall notify the Franchisor's Solid Waste Administrator or designee as soon as identified, about any event such as a disabled, truck, accident, or shortage of staff that will cause delays in the Franchisee's normal collection schedule and cause the need for the transfer station(s) to remain. open past the regular stated closing time. Franchisee shall provide documentation regarding such event for Franchisor's approval before Franchisor determines if a charge is in order. S. SPECIAL SERVICES Rates charged for Special Services may not exceed the special services rates as listed in Exhibit V, and as subsequently adjusted pursuant to this Agreement. The Franchisee shall receive an annual adjustment to the Special Services Rates in accordance with the percentage change in the Consumer Price Index for all urban consumers (CFI-li) for the most recent 12 months available, ending in February. In the event the requested special service is not included within Exhibit V, the Franchisee may negotiate with. the customer for the rate. Upon faiture of the parties to reach an agreement ou the rate, the Contract Administrator shall establish the rate, The Franchisee shall be responsible for billing and collection of payment for all Special Services. Disabled Service. Upon authorization from Franchisor, Franchisee shall provide Disabled Service, which includes rolling out of containers from the front/side yard, at no additional cast, for accounts associated with physically disabled individuals who provide a doctor's statement certifying their disabled status and expected duration, along with a. sighed, sworn statement in a form provided by franchisee stating that no able- bodied person is available at the residential lsreinises to bring cants to the collection location, 9� PUBLIC AWARENESS PR(OGRAPY1 The Franchisee shall provide the services or acffi4ties as set forth in Exhibit ti'iI, The Franchisee shall assist the Franchisor with the Public Awareness Program by distributing door hangers, stickers, flyers or other media to residential and commercial customers as requested by the Franchisor. Additionally, it is the Franchisee's responsibility to provide information to the Franchisor about those customers who repeatedly do not prepare or set out their Recyclable Material or solid waste as specified within this Agreement. The Commercial Recycling customers will also be notified, by the Franchisor through the Franchisee, about special conunercial recycling events, workshops, educational forums and symposiums and other activities, as needed. 10, MANNER OF COLLECTION The Franchisee shall collect Residential Solid Waste, Vegetative Waste and Recyclable Materials and Commercial Solid Waste and Recyclable Materials with as little disturbance as possible and shall leave any receptacle at the same point it was collected. Any cart or 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 Cart or container is prohibited. To be eligible for pick-up, Residential Solid Waste and Vegetative Waste — Regular must be placed in a Garbage Receptacle. Vegetative Waste — Oversize and Bulk Trash as defined in Sections 2.SS and 2.0 of this Agreement shall be properly bundled and picked up by the Franchisee within five (5) business 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. Oversize Vegetative Waste will be subject to additional charge as set forth herein, according to Exhibit 11 11, PERS0N`NEL OF THE FRANCHISEE A. The Franchisee shall assign a qualified person or person to be in charge of the operations within the ei t'rt- ='sI'ea �']il Shall 1;ra tU ;iurnek j of the per`son�s to the Contract T �drr2rriisi ator. D. The Franchisee's solid waste collection employees shali wear a uniform or shirt bearing the Franchisee's name during operations. C. Each driver of a collection vehicle shall at all times carry a valid Florida driver's license for the type of vehicle being driven. D. The Franchisee's name and office telephone number sliall 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 wanner. 12. SPILLAGE The Franchisee shall not litter or cause any spillage to occur upon the premises or the right-of-way wherein the collection shall occur. During hauling, all solid waste, vegetative waste and recyclable material shall be contained, tied, or enclosed so that leaking, spilling and blowing are prevented. In the event of any spillage or leakage caused by the Franchisee, the Franchisee shall promptly clean up all spillage and leakage at no cost to the Franchisor. 13, SOLID WASTE AND RECYCLING FACILITIES All Residential Solid Waste, Commercial Solid Waste, Vegetative Waste and Recyclable Material shall be delivered to a site or facility designated in writing to the Franchisee by the Contract Administrator. If the Franchisor should request the Franchisee to deliver to a site or facility that 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 trock mile" annually agreed Upon by the Franchisor and the Franchisee. The Franchisee shall provide to the Franchisor by August I" of each year written notice indicating the estimated cost of operation per truck mile that shall be in effect for the twelve (12) nronth period beginning October 1 ". The Franchisor shall provide the Franchisee uritten notice of approval cr denial of the proposed cost by August 15`�. If denied, the Franchisor and Franchisee agree to negotiate in good faith and reach agreement regarding the estimated cost per truck mile. i=—ts agee�n%rit sfiall ni)i `Je rinrea3i)n[ftily with i--Id by EL -€cam.. FTancii�St3r iir Franchisee. 1e an agx ef'n'sent cannot Uu reached, the Franchisee may petition the Board of County Commissioners for a final hearing on the denial. Such decision by the Board shall be final. In the event a load of Recyclable Materials delivered to the designated facility contains more than ten percent (10%) by weight of the total load, material that is not Recyclable Material, or there is more than ten percent (10%) the Franchisee has the right to reject the load and charge the customer the full disposal fee for each ton within the load. The Franchisee may pass this cost through to a commercial customer in the event the Franchisee can prove 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 (3) occasions contaminated the Recyclable Materials. 14, COLLECTION EQUIPMENT The Franchisee shall have on hand at all times and in good working order such equipment as shall permit the Franchisee to adequately and efficiently perform the contractual duties specified in this Agreement. Upon execution of this Agreement and annually thereafter, the Franchisee shaII 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. All equipment shall be kept in good repair and appearance and in a sanitary, clean condition at all times. Recycling Materials collection equipment shall meet industry standards, be reasonably approved by the Contract Administrator and be compatible for unloading at the designated facility. Equipment utilized for the collection of Recyclable Materials shall be clearly identified for that purpose. The Franchisee shall have available reserve equipment that call 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 duties of this Agreement. 15. ),T.GETATIVE WASTE All Vegetative Waste shall be collected separately from Residential Solid. Waste, Commercial Solid °r aste and Rec lablie iviaterlals. 2V11 tree and shaub tniminlligs, chpptig t i. fi—onas and- all' tree yam' S grass �Y 5 � p'c�:g branches or other similar loose waste shall be tied in bundles or placed in containers. Oversize Vegetative Waste must be no rtrore than six feet (6') in length and placed neatly at the curb. 16. SPECIAL WASTE, HAZARDOUS WASTE, BIOLOGICAL WASTE, BIOMEDICAL WASTE AND SLUDGE The Franchisee shall not be required to collect and dispose of Special Waste, Hazardous Waste, Biohazardous Waste, Biomedical Waste or Sludge, but may offer such service in the Service Area. All such collection and disposal for those types of wastes in this Section are not regulated or exclusive under this Agreement, but if provided by the Franchisee shall be in strict compliance with all. Federal, state and local laws and regulations. 17. OFFICE The Franchisee shall maintain an office within Monroe County «here complaints shall be received. It shall be equipped with sufficient telephones, and shall have responsible persons in charge during collection hours, and shall open during normal business hours, 8:00 a.m. to 2:00p.m., Monday through Friday. Franchisee shall maintain a local telephone number during both normal office hours and after-hours. The Franchisee shall provide an answering machine or service during non -office hours for the receipt and forwarding of customer inquiries and shall daily check for messages received during the 2:00 - 5.00 p.m, period and promptly respond by the next morning. 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 of situations requiring inumediate attention. Franchisee shall provide a local office for response to all customer inquiries. "Local" shall be defined as ail office within the Franchisee's service area. 1 b. COMPLAINTS All service complaints shall be directed to the Contract Administrator or 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 forin approved 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 precedin. 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 -tour 12 j ItLr�rs, rile Comract PLdnnnistrato-T small by notified. Upon resolution, -the Franchisee shall notify the Contract Administrator or his or her designee of the action taken to resolve the complaint on the approved form, The Franchisee shall provide the Contract Administrator 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 employee, agent or subcontractor. 19. 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 IS of this Agreement. (2) An excess of legitimate complaints shall be a determining factor in the Franchisor's decision to exercise the renewal option as specified in Section 1. An excess of legitimate complaints 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 detennined by the Contract Administrator or his or her designee. (3) Any occurrence of the following actions on the part of the Franchisee shall result in an assessment of liquidated damages with the designated aanonnt deducted from payments due or to become due to the Franchisee: Actions II. Liquidated Da a. Failure to collect missed customers by 6:00 p.m. the same day $25.00 per incident to a maximum when Given notice before noon, or by 12:00 noon the following of $150.00 per truck per day day when given notice between 12.00 noon and 5.00 p.zn. b. Legitimate complaints over ten (10) per months 11 $.150.00 per incident c. Collection of Residential Solid Waste and/or Recyclables before $150.00 per incident 5:00 a.m. or after 6:00 p.m. d. Cornnringling Solid Waste with Vegetative Waste, Recyclable $$150.00per incident Materials, C&D Materials, or rather waste material i e. Failure to clean spillage $$150.Otiper• incident f. Failure to replace darnaged container within seven days (two days $150.00per incident for residential) g. Failure to return containers or garbage receptacles to original $150.00 per incident location h. Failure to repair damage to customer property $150,00 per incident i. Reserved for future use j. Failure to comply with designated facility regulations $150.00per incident k. Failure to provide clean safe and sanitary equipment $150,00 per incident 1. Failure to maintain office hours as required $150.00 per incident rn. Operator not licensed $150.00 per incident n. Failure to provide documents and reports in a timely and accurate $150.00 per incident manner o. Failure to cover materials, if appropriate, on collection vehicle(s) i� $150.00 per incident p. Name and phone number not displayed on equipment or $150.00 per incident containers q. Providing exclusively prohibited service in another Franchisee's $150.00 per incident area, without prior authorization by the Contract Administrator r. �ot providing schedule and route neaps $150.00 per incident s. Excessive noise generated by service equipment and/or personnel $150.00 per incident t. Using improper truck to service commercial or residential $150,00 per incident customer u. Failure to submit disclosure notice to customer or Contract j $150,00 per incident j Administrator v. Failure to report recycling activity monthly (on or before the I01h $150.00 per incident day of the following month) in the format determined by the Franchisor, for the purpose of tracking and verifying County- wide recycling activity w. Failure to offer a corresponding reduction in the level of solid $150.00 per incident waste service with the implementation of Commercial recycling x. failure to submit the financial statements, reports and other s $1000.00 per calendar day informatl0ii as z`egurred under this Agreemer t by the preSCrtbed date3 y. Failure to respond to complaints and customer tails, including $150.00 per incident commercial recycling customers, in a timely and appropriate manner z. Failure to complete a route on the regularly scheduled pick-up $1,000 for each route per day not day completed aa. Failure to deliver any Residential or Commercial Solid Waste, $1,000 for I" offense; Vegetative Waste or Recyclable Materials to designated facility $2,500 for 2"j offense; Loss of franchise for 3"d offense bb. Failure to provide proper notification prior to residential route $1,000 per incident charges cc. Failure to finish the uncompleted route (s) of the previous day on y i 500 for each failure to complete the next calendar day The Contract Administrator may assess charges pursuant to this Section. The Franchisee will be notified in writirag of the administrative charges assessed and the basis for each assessment. In the event the Franchisee wishes to contest any such assessment, it shall within five (5) days after receiving such notice, request in writing an opportunity to be heard by the Contract Administrator and present its defense to such assessment. The assessment will only be deducted following a determination by the Contract Administrator. The decision of the Contract Administrator will be final. 20. FILING OF REQUESTED INFORMATION AND DOCUMENTS A. In addition to any other requirements of this Agreement, the Franchisee shall be required to file pertinent statistical and aggregate cost information pertaining to residCttial azld commercial solid waste collection and recycling, solid waste and yard waste collection services that is requested by the Franchisor to comply with the provisions of Chapter 403, F.S., as amended, and any other pertinent laws and regulations. The Franchisee will also be required to submit a monthly operations report in a format prescribed by the Contract Administrator. The results of all recycling, solid waste and yard waste activity conducted by the Franchisee in the Service Area during each month, residential or conumercial, shall be reported accurately to the Franchisor in a format and such dates as specified by the Franchisor, on or before the 10'31 day of the following month. B. fhc s hailfill- and keep current v-Lth the L`rarchisor documents and reports required by this Agreement. By September 1" 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, pei-forniance bonds or letter of credit, route schedules and maps, driver's license certifications, and lists of collection equipment vehicles are current and on file with the Franchisor. Failure to file any document or report within five (5) working days of the required fling date, except where granted an extension by the Contract Achninistrator, may result in the levy of liquidated damages as provided in Section 19. 21. UNCONTROLLABLE CIRCUMSTANCES Neither the Franchisor nor Franchisee shall be considered to be in default of this Agreement if delays in or failure of perfonnance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. Neither party shall, however, be excused from performance if non-perforYn-iance is due to forces that are preventable, removable, or remediable and that the non -performing party could have, with the exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch. The non -performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. PERM[TS AND LICENSES The Franchisee shall obtain, at its own expense, all permits and licenses required by law for the Franchisee's operation under this Agreement and maintain the sarne in full force and effect. 23. PERFORMANCE BOND The Franchisee shall furnish to the Franchisor a performance bond execrated by a surety company licensed to do business in the State of Florida and/or a clean irrevocable letter of credit issued by a. bank within Monroe County to ensure the faithful performance of this Agreement and all obligations arising hereunder in the appropriate amount detennined in accordance with Exhibit VI. As to the clean irrevocable letter of credit or bond provided hereunder, each may be substituted for the other upon approval by the Franchisor. The form of this bond or letter of credit, and the Surety Company, shall be acceptable to the Franchisor's attorney, and shall be rnaiiitalri�d during, the terra vi lid s Agieci2i.--m, i i2� i�iid �iYa� �s en�+�rse<< t� slitt`s-v «�ti i Uzi zC P:i7C c riviatit �I subdivision of the State of Florida; and shall also provide that bonds shall not be canceled, limited or non - renewed until after thirty (30) days written notice have been given to the Franchisor. Current peiforinance bonds evidencing required coverage must be on file at all times. 24. WORKERS' COMPENSATION INSURANCE Workers' Compensation [nsurance coverage must be maintained in accordance with statutory requirements, as must be Employer's Liability Coverage in an amount not less than $1,000,000.00 per incident. The full Workers' Compensation requirements are specified in Exhibit j'III. 25. GENERAL, AUTOMOBILE AND POLLUTION LIABILITY INSURANCE A. The Franchisee shall, during the term of this Agreement and any extensions hereof, maintain in full force and effect General and Autonobile liability insurance that specifically covers all exposures incident to the Franchisee's operation under this Agreement. Slrch insurance shall be with a company rated "A" or better by Best Rating Service. The amount for General Liability shall be in an amount of not less than $5,000 000.00 Combined Single Limit for personal injury, including death, and property damage liability and shall include, but not be limited to, coverage for Premises/Operations, Products/Completed Operations, Contractual (to support the Franchisee's agreement or indemnity), and Fire Legal Liability. B. The atnot-int for Automobile Liability shall be $500,000 per person, $1,000,000 per occurrence. The General Liability and Automobile Liability full coverages are specified in Exhibit VIII, C. The Franchisee shall purchase and maintain, throughout the life of the Agreement, Pollution Liability insurance that will respond to bodily injury, property damage, and environmental damage caused by a pollution incident. The minimum limits of liability shall be $5,000,000.00 per occur ence/$$ ] 0,000,000.00 aggregate, as further specified in Exhibit VIII. D. Policies 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 have been given to the Franchisor. Current certificates of insurance eiddencing required coverage must be on file with the Franchisor at all tines. Franchisee expressly understands and agrees that any insurance protection furnished by Franchisee shall in no way limit its ac5(x�s 15r9hity Lo iir�ezTurrf� and save i.ani-less �`ralichisor Under true pr 3i�a�i Et, o �� G z it of tilr AgreurrlC�i. 26, VNDErWVITY A. GENERAL INDEMNIFICATION: Franchisee shall indemnify, defend, save and hold harmless the Franchisor, its officers, agents and employees, hanniess from any and all claims, damages, losses, liabilities and expenses, direct, indirect or consequential arising out of or in consequential arising out of or alleged to have arisen out of or in consequence of the products, goods of services furnished by or operations of Franchisee or his Subcontractors, agents, officers, employees or independent contractors pursuant to the Contract, specifically including but not limited to those caused by or arising out of (a) any negligent or wrongful act, omission or default of Franchisee and/or his subcontractors, agents, servants or employees in the provision of the goods and/or services under the Contract; (b) any and all bodily injuries, sickness, disease or death; (c)injury to or destruction of tangible property, including the loss of use resulting therefrom; (d) the use of any improper materials; (e) a defective condition in any goods provided pursuant to the Contract, whether patent or latent; (f) the violation of any federal, state, County or municipal laws, ordinances or regulations by Franchisee, his subcontractors, agents, servants, independent contractors or employees; (g) the breach or alleged breach by Franchisee of any teen, warranty or guarantee of the Contract. This indemnification shall not apply to the negligent or wrongful acts, omissions or defaults caused by the Franchisor, its employees, or agents, Franchisor shall give prompt notice of any claim for which Franchisee may be obligated to provide indemnification. Franchisee shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees), paralegal expenses, and costs. Franchisee shall detennine the acceptability or nonacceptability of any offer, proposal or settlement in any matter for which it is obligated to provide indemnity to the Franchisor under this Section. Franchisee shall select its own legal counsel to conduct any defense in any such proceeding, subject to the reasonable approval of Franchisor, and all costs and fees associated therewith shall be the responsibility of Franchisee under the indernniflcation agreement. Nothing contained herein is intended nor shall it be construed to waive Franchisor's rights and immunities under the common law or Florida Statute 768.28, as amended from time to time. 27. ACCESS TO FRANCHISEE'S BOOKS AIND RECORDS i iu� f razrca�usct Strali trail€tai i within onroe County adequate re cords oI ali Sohd '�`astu, "y'ar� eJaS[c collection and recycling services. The Franchisor or its designees shall have the right to review all records maintained by the franchisee upon twenty-four (2=4) hours written notice. If the franchisor shall determine a need for same and upon 120 days' written notice by the Franchisor in the year following the Franchisee's fiscal. year, hereby defined as January 1 through December 31. Financial statements will be prepared by the Florida independent certified public accounting firm prepared in accordance with generally accepted account principles, pertaining only to each individual Collection Agreement and Service Area, shall be delivered to the Franchisor no later than April 30 of the year following the Franchisee's fiscal year, hereby defined as January I through December 31. No extensions wilt be jzranted, except for uncontrollable eircumstances as referred to in Section 71. No rate adjustments of any type will be granted to the Franchisee unless all, required financial statements have been tiled in a timely manner. Franchisee shall maintain all books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party of this Agreement or their authorized representatives shall have reasonable and tinrely access to such records of each other part to this Agreement for public records purposes during the tenn of the Agreement and for- four years following the termination of this Agreement. If an auditor employed by- the County or Clerk determines that monies to be paid to the Franchisor were insufficient or incorrect, then the Franchisee shall pay the deficient or correct amount to the Franchisor together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were to be paid to the Franchisor. 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. 29. NOTICE Except where otherwise noted herein, any communication required for any purpose in this Agreement shall be in writing and delivered with a signed receipt, as follows: As t� the Franchisor: ?Vionroe County Solid Waste Management Department 1100 Simonton Street, Room 2-231 Key West, 1= L - 3040 Attention: Contract Administrator As to the Franchisee: Waste Management Inc. of Florida 125 Toppino Industrial Road Rockland Key, FL 33040 Attention: District Manager 30. DEFAULT OF CONTRACT A. The Franchisor may cancel this Franchise 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 the following events: (1) Franchisee shall take the benefit of any present or future insolvency statute, or shalt make a general assignment for the benefit of creditors, or file a vohrntary petition in bankruptcy or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy laws or under any other law or statute of the United States or any state thereof, or consent to the 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 banknrpt or an order shall he made approving a petition. filed by any of its creditors or by any of the stockholders of the Franchisee, seeking its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or imder 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 become null, void and of no effect, unless such stayed judgment or order is reinstated, in which case said default shall be deerned immediate; or (3) By or pursuant to or under authority of any legislative act, resolution or rule, or any order or decree of any court or govermrrental board, agency or office having jurisdiction, a receiver, trustee or liquidator shalt take possession or control of all or substantially all of the property of the Franchisee, and such possession or control shall continue in efTect for a period of sixty (60) days; or =) The Francillsec has defaulted, by failing ur Telfusing to perform or cbseTv-c thle te�ins, conditions of or covenants in this Agreement or any of the rules and regulations promulgated by the Franchisor pursuant thereto, or has wrongfully failed or refused to comply with the instructions of the Contract Administrator relative thereto, and said default is not cured within thirty (30) days of receipt of written notice by Franchisor to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Franchisee of written. demand from Franchisor to do so, Franchisee fails to commence the remedy of such default within said thirty (30) days following such written notice, or leaving 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 such default will be cured within a reasonable period of time. B. However, notwithstanding anything contained herein to the contrary, for the failure of Franchisee to provide Collection Service for a period of three (3) consecutive scheduled working days, the Franchisor may secure the Franchisee's billing records on the fourth (0) working day in order to provide interim collection senFices until sach time as the matter is resolved and the Franchisee is again able to perform pursuant to this Franchise Agreement; provided, however, if the Franchisee is 'unable for any reason or cause to resume performance at the end of thirty (30) working days all liability of the Franchisor under this Agreement to the Franchisee shall cease and this Agreement may be deeined immediately terminated by the Franchisor. C. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Section, in the event that Franchisee's record of performance shows that Franchisee has frequently, regularly or repetitively defaulted in. the performance of any of the covenants and conditions required herein to be kept and performed by Franchisee, in the opinion of Franchisor and regardless whether Franchisee has corrected each individual condition of default; Franchisee shalt be deemed a "habitual violator", shaII forfeit the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The Franchisor shall thereupon issue Franchisee final warning citing the circumstances therefore, and any single default by Franchisee of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for irmnediate termination of this Agreement. In the event of any such subsequent default, Franchisor may terminate this Franchise Agreement upon the giving of written Final Notice to Franchisee, such cancellation to be effective upon the fifteentb (15"') consecutive calendar day following the date of Final Notice, and all contractual fees due hereunder plus any acid all charges and interest shall be payable to said date, and Franchisee shall have no further rights hereunder. Immediately capon receipt of said Final Notice, Franchisee shall proceed to cease any further performance under this Franchise Agreement. D. In the event of the aforesaid events specified in Paragraphs A, B and C, above; and except as otherwise provided in said paragraphs, termination shall be eliective upon the date specified in Franchisors written notice to Franchisee and upon said date this Agreement shall be deemed irm-nediately terminated and upon such termination all liability of the Franchisor to the Franchisee under this Agreement shall cease, and the Franchisor shall have the right to call the performance bond and shall be flee to negotiate with other contractors for the operation of the herein -specified services. The Franchisee for failure to perform shall reimburse the Franchisor all direct and indirect costs of providing interim collection service, 31. MODIFICATIONS TO AGREEMENT DUE TO PUBLIC WELFARE OR CHANGE IN LAW The Franchisor shall have the power to snake changes to this Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchisee under this Franchise Agreement relative to the method of collection and disposal of Garbage, Rubbish, Bulk Trash, Vegetative Waste, or Recyclable Materials as shall from time to time be necessary and desirable for the public welfare. The Franchisor shall give the Franchisee reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The method of collection and disposal of Solid Waste and Recyclables, as referenced herein, shall also be liberally construed to include, but not be limited to, the manner, procedures, operations and obligations, financial or otherwise, of the Franchisee. The Franchisor and Franchisee understand and agree that the Florida Legislature from time to time has made comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future, whether Federal, state or local, mandating certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The Franchisor and Franchisee agree to enter into good faith negotiations regarding modifications to this Agreement that may be required in order to implement changes in the interest of the public welfare or due to change in law. 31 RIGHT TO REQUIRE PERrORMA.NCE The failure of the Franchisor at any time to require performance by the Franchisee of any provisions 1"ae£et]t sfliall in no way affect 0he Tight vA the FrQjfi.AlisUJ [j[er4✓CLj 4Gj 441 a.nZl%F i.e- the 3Ciune. Nor �lxadi waEv1.1 by tdfe Franchisor of any breach of any provisions hereof be field to be waiver of any succeeding breach of such provisions or as a waiver of any provision itself. 33. TITLE TO WASTE The Franchisor shall at all tinges hold title and ownership to all Residential and Connnereial Solid Waste, Vegetative Waste, Rubbish, Recyclable Material and all other waste collected by the Franchisee pursuant to this Agreement. 34. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND -FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contract made and to be performed entirely in the State. In the event any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the Franchisor and Franchisee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Franchisor and Franchisee agree that, in the event of contlicting interpretations of the terms or a term of this Agreement by or between them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. This Agreement shall not be subject to arbitration. 35. COMPLIANCE WITH LAWS The Franchisee shall conduct operations under this Agreement in compliance with all applicable laws, rules and regulations. 36. SEVERABILITY If any tern, covenant condition or provision of this Agreement (or the application thereof to any crrcurrrstance Jr Person') Shall -be dev=ared uvvalid or Uncrrforcealste tO aeiy (A tent bV a coi':r� o a vlZ�� F tit s jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, icmdition and provision of this agree€dent shall be valid and enforceable to the fullest extent permitted by law unless the enforcement of the remaining teens, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The Franchisor and Franchisee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 37. ASSIGNMENT AND SUBLETTING A. 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. The Franchisor shall have full discretion to approve or deny, with or without cause, any proposed assigrinent or assigmnent by the Franchisee. if such assignment is approved by the Franchisor, the Franchisee shalt pay an assignment fee, which shall be negotiated between the parties at the time of the proposed assignment. Any assignment of this Agreement made by the Framchisee 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 Agreement and immediately terminate this Agreement by giving written notice to the Franchisee, and upon the date of such notice this Agreement shalt be deemed immediately terminated, and upon such termination all liability of the Franchisor under this Agreement to the Franchisee shall cease, and Franchisor shall have the right to call the performance bond and shall be free to negotiate with other Franchisees or any other person or company for the service of the Franchise area that is the subject of this Agreement. In the event of any assignment, assignee shall fully assume alI the liabilities of the Franchisee. B. It is the intent of the parties that no Franchisee, 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. C. Upon written notification to and subject to written approval by the County, the Franchisee may subcontract or authorize performance of the Work. Such written request shall include the naine(s) and work history of the subcontractor(s) and the desired length of the work period for which they will be providing services. The Franchisee guarantees compliance by such subcontractors and assignees wish the requirements of this Agreement, including insurance, copies of which shall be provided by the subcontractors or assignees to the Franchisor. The Franchisor shall not unreasonably withhold approval of any requested subcontract. This plaragrapir Sufi also be incorporated by reterence into airy assrgmnent or subcontracr and the assignee or subcontractor shall comply with any and all of the provisions of this Agreement. Unless expressly provided for herein, such approval shall in no manner or event be deemed to impose any obligation upon the Franchisor. D. For purposes of this Section, a parent or holding company shall mean any person, corporation or company holding, owning or in control of more than ten percent (10%) of the stock or the financial uiterest in the Franchisee. 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 unless in writing and signed by the parties hereto. 39. INDEPENDENCE OF AGREEMENT Except as otherwise noted in Section 3.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 be and shall remain an independent Franchisee with respect to all service performed under this Agreement. The Franchisee, its agents and employees are strictly considered to be independent contractors s in their performance of the work contemplated hereunder. As such, the Franchisee, its agents and employees shall not be entitled to any of the benefits, rights or privileges of County employees. The provider shall at all tunes exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. 40. MUNICIPALITIES' OPTION TO BE COVERED BY CONTRACT The Franchisee shall have the right of first refusal to provide Residential Solid Waste Collection Services to any municipality in the County .located adjacent to and contiguous with its Service Area boundaries under the same terms, conditions and rates of compensation as provided for under the terns of this Franchise Agreement. The Comity and a municipality that elects to be covered by this Franchise Agreement shall eater into an interlocal agreement regarding the participation of the municipality. Municipalities currently being served by a Franchisee under the terms and conditions of the prior franchise agreement shall continue to be sen,-ed b7 t Lose Z rnchiseezz u-mer the pr`-`..vr'a€on-S is ULI_S- ri, 11C;Usi "AV; UU Uz 41. OTHER RATE ADJUSTINIENTTS Nan-perforvnance 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 recycling collection Franchise Agreements for all service areas entered into with the Franchisee. 42. ENISTLVG OR PRIOR AGREEMENTS The teens and conditions of this Agreement supersede the terns, obligations and conditions of any existing or prior agreement or understanding, written or verbal, between the parties regarding the work performed, compensation to be paid, and all other matters contained herein, 43. ATTORNEYS FEES AND COSTS The Franchisor and Franchisee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, court costs, investigative and out-of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County, 44. BINDING EFFECT The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the benefit of the Franchisor and Franchisee and their respective legal representatives, successors and assigns. 45. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Ab'eelnem h3ve beer, duly at thci"rued by ail necesssai,, County and corpC rete acnorls, as recllllrc-d by 3 v'v. 46. CLAIMS FOR FEDERAL OR STATE AID Franchisor and Franchisee agree that each shall be, and is, empowered to apply for, seek and obtain Federal and state funds to further the purpose of this Agreement, provided that all applications, requests, grant proposals and funding solicitations shall be approved by each party prior to submission. 47. ADJUDICATION OF DISPUTES OR DISAGREEMENTS Franchisor and Franchisee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of the parties. If no resolution can be agreed upon within thirty (30) days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement ar by Florida law. 48. NONDISCRIMLNATION The Franchisee agrees to comply with the requirements of all applicable non-discrimination and equal einploynrent opportunity statutes, ordinances and laws. The Franchisor and Franchisee agree that there will be no unlawful discrimination against any person, and it is expressly understood that upon a determination by a court of competent. jurisdiction that unlawful discrimination has occurred and has not been cured or resolved by way of settlement or other resolution, this Agreement automatically tenninates without any further action on the part of any party, effective the date of the final and non -appealable court order. The Franchisor or Franchisee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination- These include but are not limited to: (1) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color and national origin; (2) Section 504 of the Rehabilitation Act of 1973, as amended (20 U.S.C. s. 744), which prohibits discrimination on the basis of handicap; (3) The Age Discrimination Act of 1475, as amended (42 U.S.C. ss. 6101-6107), which prohibits discrimination on the basis of age; (4) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (5) The Comprehensive Alcohol Abuse And Alcoholism Prevention, Treatment and Rehabilitation Act of 19770 (P,L-. 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (6) The Public Health See %Ice Act of 19 2, ss. 523 and _527, 142 '.S.C. lab old-3 Gild Zi}€f ee- , as ctrle CtlC1 ici3iin�' to confidentiality of alcohol and drug abuse patient records; (7) The American with Disabilities Act of 1990 (42 U.S.C. s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; (8) The Florida Civil Rights Act of 1992, (Chapter 760, Florida Statuses, and Section 509.092, Florida Statutes), as may be amended from time to time, relating to nondiscrimination; (9) The Monroe County Human Rights Ordinance (Chapter 13, Article VI, Sections 13-101 through 13-130), as may be amended from time to time, relating to nondiscrimination; and (10) any other nondiscrimination provisions in any Federal or state statues or local ordinances that may apply to the parties to, or the subject matter of, this Agreement. Notwithstanding the foregoing, tennination may not occur if the Operator produces and adopts a plan that on a go -forward basis will address and seek to prevent any reoccurrence of unlawful discrimination. The County or Franchisee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. 49. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance or breach of this Agreement, Franchisor and Franchisee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings and other activities related to the substance of this Agreement or provision of the services under this Agreement. Franchisor and Franchisee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Amendment to this Agreement. 50. COVENANT OF NO INTEREST Franchisor and Franchisee covenant that neither presently has any interest, and shall not acquire any interest, that would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. 51, CODE OF ETHICS The Franchisor agrees that the officers and employees of the Franchisor recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts, doing business with one's agency, unauthorized compensation, misuse of public position, conflicting emplo}yinent or contractual relationship, and disclosure or use of certain information. 32.i) SOLICITATION OR PAYNIENT Each of Franchisor and Franchisee Warrants that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or Finn, other than a bona fide employee working solely for it, any fee, coranission, percentage, gift, or other consideration contingent upon or resulting from the award or making of tlsis Agreement. For the breach or violation of this provision, the Franchisee agrees that the Franchisor shall have the right to terminate this Agreement without liability and, at its discretion, to offset froin monies owed, or to otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 53. PUBLIC ACCESS Franchisor and franchisee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials subject to the provisions of Chapter 119, Florida Statutes, and ;aaade orreceived by Franchisor and Franchisee in conjunction with this Agreement.. Pursuant to F.S. 119,0701, Franchisee and its subcontractors shall comply with all public records laws of the State of Florida, including but not Iirnited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the Franchisee upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information. technology systems of Monroe County. Violation of this subsection is considered a default under this Agreement and shall be addressed as sei forth hi paragraph 30 above.. 54. 'NON- .A-ii ER OF ENLM NI`I°Y Notwithstanding the provisions of Section 76818, Florida. Statutes, the participation of the Franchisor and Franchisee in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local govermnent liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Franchisor be required to contain any provision for waiver. 55. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and pensions and relief, disability, workers' compensation and other benefits that apply to the activity of officers, agents, volunteers or employees of the Franchisor, when perfonning their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County, 56. LEGAL OBLIGATIONS AND RESPONSIBILITIES, NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, not shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the Franchisor, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapters 125 and 163, Florida Statutes, 57. NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of thern, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Franchisor and Franchisee agree that neither the Franchisor or Franchisee, or any agent, officer or employee of either shall have die authority to inform, counselor otherwise indicate that any particular individual or group of individuals, enmity of entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to, the community in general or for the purposes contemplated in this Aggee ent. 58. ATTESTATIONS Franchisee agrees to execute such documents as the Franchisor may reasonably require, including a Public Entity Crime Statement, and Ethics Statement, and a Drug -Free Workplace Statement. 59. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in lus or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 60. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts; each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 61. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. INTENTIONALLY LEFT BLANIK IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be executed by their respective authorized representatives as of die date first above written. (SEAL) ATTEST: AMY HEAVILIN, CLERK 0 Deputy Clerk (SEAL) ATTEST BY: i RC IAL "" i LAN, Assistant Secretary MONROE COUNTY ATTORNEY APPROVED AS TO FORM: COUNTY Attorney DATE: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY FLORIDA Mayar/Chairperson N ASTE MANAGEMENT INC. OF FLORIDA BY: TIMOTHY B. AWKINS, President • • s EX HIBIT i DESCRIPTION OF BOUNDARIES OF SERVICE AREA BAHIA HONDA KEY BIG COPPIT KEY BIG PINE KEY BOCA CHICA KEY CUDJOE KEY GEIGER KEY KEY HAVEN LITTLE KNOCK'EM DOWN, KEY LITTLE, MIDDLE AND BIG TORCH KEYS NO NAME KEY OUT KEY ROCKLAND KEY SADDLEBUNCH KEYS (BAYPOINT) STOCK ISLAND (EXCEPT COLLEGE ROAD) SUGARLOAFKEY SUMMERLAND KEY SUNSHINE KEY VENTURE KEY Exhibit 11 - APPROVED RATE SCHEDULE F—NEEIBIT H A-PPROVE1RATE SCMIJULE FY 2014-2015 Approved Rates Residential Collection Rates (ner unit) fNO CPI) Services Curbside Service Solid Waste $14.83 (2x/wk) Reqycling $4.31 (lx/wk) Commercial Solid Waste, Commercial Recycling and Roll -Off Collection Rates (CPI 1.1%) Solid Waste Collection Rate $5.90 per cubic and Recycling Container Collection Rate $5.90 per cubic and Compactor Collection Rate (12 cubic yards or less) $17.62 per cubic and Compactor Collection Rate (Eeater than 12 cubic yards) $226.58 per pull Roll -Off Collection Rate $226.58 per pull CONTAINERS (NON -COMPACTING) SIZE (cubic yards) RATE w/out locking mechanism IYD $17.52 2YD $19.88 3YD $22.30 4YD $22.70 6YD $25.13 8YD $27.55 RECYCLING CONTAINERS 32 gal. 90 gal. $1.60 $4.49 Capacities in between these values can be obtained by interpolation. Capacities outside of these values can be obtained by extrapolation. Franchise Area I Waste Management Inc, of Florida 2014115 a) CAN PICKUP RATE SCHEDULE RATE INCREASE: 1.10% No. of cans* Number of Pickups Per Week Rate 2 Element 2 3 4 5 6 COLLECTION 16.00 24.01 32.02 40.04 48.04 Collection wfincrease 16.18 24.27 32.37 40.48 48.57 DISPOSAL 24.30 36.38 48.52 60.68 72.82 RECYCLING" 0.00 0.00 0.00 0.00 0.00 3 TOTAL 40.48 60.65 80.89 10116 121.39 COLLECTION 24.35 35.99 48.04 60.07 72.21 Collection w1increase 24.62 36.39 48.67 60.73 73.00 DISPOSAL 36.38 54.57 72.82 91.00 109.20 RECYCLING" 0.00 0.00 0.00 0.00 0.00 4 TOTAL 61.00 90.96 121.39 151.73 182.20 COLLECTION 32.02 48.04 64.77 80.09 96.07 Collection wfincrease 32.37 48.57 60.73 80.97 97.13 DISPOSAL 48.52 72.82 97.05 121.35 146.59 RECYCLING" 0.00 0.00 0.00 0.00 0.00 6 TOTAL 80.89 121.39 157.78 202.32 242.72 COLLECTION 40.04 60.07 80.09 100.15 120.20 Collection w/Increase 40.48 60.73 80.97 101.25 121.52 DISPOSAL 60.68 91.00 121.35 151.63 181.95 RECYCLING" 0.00 0.00 0.00 0.00 0.00 6 TOTAL 101.16 151.73 202.32 25288 303.47 COLLECTION 48.04 72.21 96.07 12020 144.14 Collection wfincrease 48.57 73.00 97.13 121.52 145.73 DISPOSAL 72.82 109.20 145.59 181.96 218.40 RECYCLING" 0.00 0.00 0.00 0.00 0.00 *Based on TOTAL 121.39 182.20 242.72 303.48 364.13 Page 1 Franchise Area 1 Waste Management Inc, of Florida 2014/16 b) CONTAINERIZED PICKUP RATE SCHEDULE Container Size Number of Pickups Per Week Rate 1 Element 1 2 3 4 5 6 7 COLLECTION 42.59 70.21 98.03 123.81 152.40 176.97 204.67 Collection w/Increase 43.06 70.98 99.11 125.17 154.08 178.92 206.92 DISPOSAL 38.39 76.79 115.17 153.57 191.96 230.36 268.75 RECYCLING'" 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2 TOTAL 81.45 147.77 214.28 278.74 346.04 409.28 475.67 COLLECTION 70.00 123.81 174.77 230.04 27136 331.31 382.07 Collection wdincrease 70.77 125.17 176.69 232.57 274.34 334.95 386.27 DISPOSAL 76.79 163.57 230.36 307.13 383.92 460.70 537.49 RECYCLING" 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3 TOTAL 147.56 278.74 407.05 539.70 658.26 795.66 1306.83 COLLECTION 98.03 182.10 262.84 340.91 419.25 483.48 575.90 Collection w/Increase 99.11 184.10 265.73 344.66 423.86 488.80 582.23 DISPOSAL 115.17 230.36 345.53 460.70 575.89 691.06 806.24 RECYCLING" 0.00 0.00 0.00 0.00 000 0.00 0.00 4 TOTAL 214.28 414.46 611.26 805.36 999.75 1179.86 1388.47 COLLECTION 123.81 230.04 331.31 432.87 53424 635.61 736.94 Collection w/Increase 125.17 232.57 334.95 437.63 540.12 642.30 745.05 DISPOSAL 163.57 307.13 460.71 614.28 76785 921.41 1074.98- RECYCLING" 0.00 0.00 0.00 0.00 000 0.00 0.00 6 TOTAL 278.74 539.70 795.66 1051.91 1307.97 1563.71 1820.03 COLLECTION 176.97 331.31 483.56 635.61 78772 939.79 1069AO Collection w/Increase 178.92 334.96 488.88 642.30 796.38 950.13 1081.16 DISPOSAL 230.36 460.71 691.06 921.41 115177 1382.13 1612.48 RECYCLING"* 0.00 0.00 0.00 0.00 000 0.00 0.00 8 TOTAL 409.28 795.66 1179.94 1563.71 194815 2332.26 2693.64 COLLECTION 230.04 432.87 635.61 838.31 1041.15 1243.93 1446.76 Collection w/Increase 232.57 437.63 642.60 847.53 1052.60 1257.61 1462.67 DISPOSAL 307.13 614.28 921.41 1228.56 153569 1842.84 2149.97 RECYCLING" 0.00 0.00 0.00 0.00 000 0.00 0.00 "Rates for r TOTAL 539.70 1051.91 1564.01 2076.09 2588.29 3100.45 3612.64 of $5.90 per cubic yard and a processing fee of $1.07 per cubic yard; there is no disposal fee for recycling services. Monthly charges will depend on the specific level of service. Page 2 EXHIBIT III DISCLOSURE OF SERVICE RA`FES -- COMMERCIAL REGULATION BY MONRDE COL'NTY The terms and conditions of this Amended and Restated Solid Waste and Recycling Collection Franchise Agreement are regulated by a Franchise granted by Monroe County. Should the customer have any questions relating to the terms and conditions of this Franchise Agreement, the customer may call the Contract Administrator at 305-292-4432. COLLECTION CONTAINERS The customer shall be provided the 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 Compactor from any source, provided the Compactor can be serviced by the Franchisee's collection equipment. Containers and Compactors shall be maintained in a serviceable, safe and sanitaty condition by the customer. In the event of damage to a Container, the incident will be investigated by the Contract Administrator, including a deterrnination of any compensation due the affected party. SPECIAL SERVICES If a customer requests, the Franchisee may provide special services for the collection of Co=ercial 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. A convenience fee imposed pursuant to Article 6(G) may be included in the cost of the special services. "RATES FOR SERVICES" DISCLOSURE A "Rates for Services" disclosure statement shall be completed and issued to each customer receiving Solid Waste Collection Service, or special services. Upon the initial signing of a contract for these services, a copy of this disclosure statement shall be provided the customer and the Contract Administrator. The Rates for Services disclosure statement shall have attached a rate schedule that 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. Franchise Name: Customer Name: Customer Address: Customer Phone #: Level of Service: EXHIBIT III DISCLOSURE OF SERVICE RATES (Page 2) "RATES FOR SERVICES" DISCLOSURE STATEMENT Date of Agreement: Service Date: Begin: End: Item Monthly 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 Convenience Fee Total 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 SOLID WASTE MANAGEMENT DEPARTMENT AT 305-292-4432, 100t6I:I13yan ANIN AL FINANCIAL REPORTING FORMAT The Franchisee shall submit to the Franchisor a complied Statement of Activities related to the services provided pursuant to this agreement. The Statement of Activities shall be prepared in accordance with generally accepted accounting standards. The Franchisee shall disclose as part of the Statement of Activities income and expenses and all methods of allocations used to distribute costs between conunerciai and residential operations. The disclosure shall be in narrative form and include the basis for the allocation method. The Franchisee shall provide a description of the expenses classified as Other Operating Costs and Other General and Administration, Additionally, an annual audited stateruent related to the Franchisee Fee shall be provided as set forth in this Franchisee Agreement. Any allocations made must be disclosed in a narrative format, along with the basis for those allocations. Additionally, it is understood that each Franchisee shall utilize the accrual basis of accounting for income and expenses, EXRrBIT V SPECIAL SERVICES RATES DETERMINED BY THE FRANCHISOR Rolling Out Container (and returning it to original location) $3.44 F Back Door Service (Residential Curbside Only)* Negotiable Opening (and closing) Doors or Gates $1.15 From $10 to $145.00 (one time) Charge for Locks and Containers Replacement based on Cost + 10% Unlock-m- Containers `51,55 i Supplying (and retrofitting) locking Mechanism on container " $63.77 Adding wheels to or changing wheels on 1, 2, and 3 yard Containers only No Charge l Moving Container Location (if Feasible) Per Customer Request $34.39 Adding lids to or changing lids on Containers No Charge Set up and Return Fees $2&65 Not to exceed fee charged by customer's credit Credit Card Convenience Fee card company * 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. " Determining of necessity of locking mechanisms is based on customer requirements. EXHMI`I° VI PEIdFORIVIANCE BOND SLIDING SCALE Gross Revenue (Minus Disposal Performance Bond Required Fees paid to the Franchisor) in Millions of Dollars 2.5 — Above $400,000 1.5 — 2.5 $300,000 .5 — 1.5 $200,000 ,0 - ,5 $100,000 Exhibit VII Public Outreach Tasks l.. 11 hint- Green Grant Program WM and Keep America Beautiful have worked together to vnprove cottununities across the nation through cleanup.beautification and recycling projects, WM is proud to continue to provide grants to Keep America Beautiful efforts in the communities we serve. The WM Think Green Grants are in two categories: a) Grant 1: $5,000 $5,000 grants that can be used for recycling, cleanup, beautification or community greening projects and/or related educational programs conducted either as part of KAB's Great American Cleanup or another program. Grant application due: January each year b) Giant 2: $10,000 St0,000 grants that the KAB affiliates apply for through KAB. Part of this application includes the KAB affiliates receiving a short recommendation from a local WM team member. Grant application due: June e a c h y e a r 2. Creative Reuse Showcase Children play a critical role in changing family behavior and in promoting environmental stewardship. An annual Creative Reuse Showcase is a hands-on way for students to promote product repurposing and reuse, helping Monroe Franchisor to -ward increasing recycling participation. We can collaborate with the Franchisor, local businesses and artists to host a student -recycled art show. Student entries may be j udged by local residents, artists and or business owners. We suggest the winning student art be on display for a month at the Franchisor Administrative office or another partnering organization- 3. Residential Ciean Cart Challenge Residents will wit a gift card redeemable at a local Monroe Colony outlet. the Clean Can Challenbc rewards MonroQ County resides. for good recycling habits, Our Recycle Rewards patrol will check out neighborhood recycle carts. When a customer's cart is chosen and has only acceptable materials in it (i.e. No trash), the customer wires a gift card. 4. Cartridges for Kids Recycling Fund Raiser Recycle electronics for cash! Waste Management's exclusive Cartridges foa• Kids (CFK) program is an environmentally friendly program that pays cash for recyclable items. Monroe County schools or non-profit groups can participate in the CFK program_ CFK pays for most cell phones, inkjet and laser cartridges, laptops, MP3s, PDAs and tablets, readers and or notebooks- and the list keeps growing. CFK is easy to launch and is a great prograrn for local businesses and other community groups to partner with local schools or non-profit organizations to recycle electronics while providing, cash where it's needed -back in to the cornlnunity. 5. www.wm.coin/thinkgreen A CFK �s Waste Management's Thine: Green website invites visitors to reverse the way they think about waste. Our unique Think Green website provides an interactive life -cycle lesson on recyclables and waste, with links to classroom tools for Monroe County teachers and students, resources, case studies and information on our commitment to sustainability. Local teachers will be able to utilize Think Green to access environmental education resources for grades it-lZ. Educ-ators can search bvgade and topic, finding a We -a ro riare lesson �las; educational videos, cognitive computer based tools for students; fact sheets; and niany other r� surzrccw, 6. Annenca Reec, cles Day November 15 Special Events IEarth Day/ America Recycles Day Dolphins' cheerleaders for special promotions throughout the year. There may be awards and or recognitions available from local regional, state or national associations that bring praise Monroe County�s efforts. For example, SWANA (Solid Waste Association of North America) honors conununities of all sizes for their efforts for marketing, communications, and outreach. SWANA also presents industry recognition for recycling, solid waste and organics programs. The special events field in Monroe County, the public outreach efforts and or the increasing diversion numbers might be of award -winning caliber for organizations. 7. Monroe County and Southeast Florida Sustainability Sustainability is an important concept in Monroe County and the State of Florida. As the sustainability leader in the environmental services industry, we are here to provide Monroe County with ideas and programs to become a more sustainable conununity. We have helped many communities design andimpiement a 1 l or parts of their Sustainability Action Plans and offer the contracted services of our award -winning WM Sustainability Services team. EDIT N7111 INSURANCE REQUIREMENTS POLLUTION LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND VIA.STE MAVA.GEMENT Recognizing that the work governed by this contract involves the storage, treatment, processing, or transporting of hazardous materials (as defined by the Federal Environmental Protection Agency), the Contractor shall purchase and maintain, throughout the life of the contract, Pollution Liability Insurance which will respond to bodily injury, property damage, and environmental damage caused by a pollution incident. The minimum limits of liability shall be: $5,000,000 per Occurrence/$I 0,000,000 Aggregate Coverage is provided on a claims made basis, an extended claims reporting period of four (4) years will be required. Administration Instruction 73 CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes, In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $ 1,000,000 Bodily Injury by Accident $1,000,000 Bodily Injury by Disease, policy limits $1,000,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. W VEHICLE LIABILITY FOR CONTRAACT BETWEEN r FIJ I WN Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: a Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 2011 Edition t&-mumaw-mi Rtp11-V'MVmVw FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations . Products and Completed Operations . Blanket Contractual Liability ® Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $5,000,000 Combined Single Limit (CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. EM11BIT IX I'T_j'BLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity cringe may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and znay not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." WASTE MANAGEMENT INC. OF FLMDA 1 have read the above and state that neither (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. WASTE MANAGEMENT INC. OF FLORIDA -- Date: STATF. OF COUNTY OF: Alp ( ) d= Subscribed and sworn to or affizined before me on b i rt: (date) y z F t,=�= D (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUB My Commission Expires: i""Y,P"B<rt SUSAN CHRISTA SOHNSON * MY COMMI5s10N 7 FF M49 t EXPIRES: January 29, 2018 Bondw-hruBudge Notary Services EXHIBIT X LOBBYING ANI3 CONFLICT OF INTEREST CI„FUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 1110NROE COUNTV, FLORIDA ETIJICS CLAUSE: WASTE MANAGEMENT INC. OF FLORIDA warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance 10-I990. For breach or violations of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct fi-oni the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift or consideration paid to the former County officer or employee. WASTE MANAGEMENT INC. OF FLORIDA TIMOTHY B. A KINS, President STATE OF FLORIDA COUNTY OF BROWARD PERSONALLY APPEARED BEFORE ME, the undersigned authority, TIMOTHY B. HAWKINS, as President of WASTE MANAGEMENT INC. , F FLORIDA, who, afte • being First duly sworn. by me, affixed his signature in the space provided above, this �� day of f , 2014. Notary Public, State of Florida` SUSAN CHIJISTA JOHNSON * My CoMMISSION I ff 065349 EXPIRES: January 29,2018 Bandedihru Budget Notary Services My Convnission: EXFIIBrf X1 NON -COLLUSION AFFIDAVIT T-tea # is Gtf the city (T$ 1� _ , , a a_ i t w ,. ( ?C�asrl �?]R to a19a° 44?1 ? i%h, and under penalty ofperjury depose and say that I am � ,� _ _-- of the finn of ram s t t , T the bidder snaking the Proposal for the project described in the Request for Proposals for rV s. 4 and that l executed the said proposal with full authority to do so; the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; c. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other- bidder or to any competitor; and d, no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; e. The statements contained in tliis affidavit are true and Correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project, -NNOWN F�� JKIN , PRESIDE AVMHV B.(Sign } ;= # ' i Date:F t ' H MATE OF: COUNTY OF: t� } z rn Subscribed and swoto (or affirmed) before me on - ' £ l C (date) by i' t (name of affront). He/She is personally known to me or has produced identification. (type of identification) as t NOTARY PUgq C SUSAN CHRISIA JOHNSO My Commission Expires: MY COMMISSION t FF Ofi5349 EXPIRES: January 29, 2018 BadtlThru Budget Nahry Be,r 05 EXIBIT XII DRUG -FREE WORKPLACE F 0 R M The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Waste Management Inc, of Florida (Name oT Business) I. Publish a statement notitying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing tiie commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. in the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual servicesthat are under bid, the employee will abide by the teens of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occuiring in the workplace no Iater than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation prob rrn if such is available in the employee's community, or any employee who is so convicted. b. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Si gnature STATE OF: COUNTY OF:_- MOTHY S. HAWKINS, PRESIDENT Date: Z �)af)fA S it scribed nd worn to (or ffinned before me on t l r=�� -_ ) ( (date) by (name of affrant). He/She is personally known to me or has produced (type of identifica ion) as identification. ( %s 1�,AY Pu pyti_� � � zo •,.•.,'e SUSAN CHRISTA JOHNSON * MY COMMISSION 0 FF 065349 NOTARY PUBLIC EXPIRES: January 29, 2018 �fArFofet�\ I°rr 9on4edlhruBu $ No" Servim My Commission Expires: