05/19/2004 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
August 2, 2004
TO:
Carol Cobb, Executive Assistant
Solid Waste Management Division
Pamela G. Han~
Deputy Clerk
FROM:
At the May 19, 2004, Board of County Commissioner's meeting the Board granted
approval and authorized execution the Solid Waste and Recycling Collection Franchise
Agreement between Monroe County and Ocean Reef Club, Inc.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Administrator w/o document
Public Safety w/o document
County Attorney
Finance
File v'
Solid Waste and Recycling
Collection
Franchise Agreement
Between
The Board of County Commissioners of Monroe County
and
Ocean Reef Club, Inc.
TABLE OF CONTENTS
J.>m
\. TERM:.......................................................................-............................................................................................................................\
3.
2. DEFINITIONS: .........................-...................-.........-.....-.................-............-.......................................................................................... \
SERVICES PROVIDED BY FRANCHISEE:
...8
A.
Exclusive Franchise Granted. .
........8
B.
Responsibility For Service Billing and Collection...
..... 8
c.
Emergency Service Provisions...........
....8
D.
Service to Selected County Agencies...
... ......9
4. SOLID WASTE COLLECTION SER VICES: .........................................................................................................................-............... 9
A. Curbside Residential Solid Waste, Vegetative Waste, and Bulk Trash Collection Services........................... ..9
(I) Conditions and Frequency of Service. .............. ............. ..,..........................,.. ........'....................................... ... 9
(2) Accessibility. .................................. ........ .,.......................................... ......,.... ....,....... ..................... ...,....,............ 10
B.
Containerized Residential Solid Waste Collection Service..................... ......... ........................ ..,........ .,....,................
(I) Conditions and Frequency of Service: ...................................................................... ...............................
.....11
...11
C. Commercial Solid Waste Collection Service....................................................................................................................... ..11
(\) Conditions and Frequency of Service: ................ .................... ................................................ ......\1
(2) Method of Collecting ................ ...........................................................,..............,................................ ..... .....12
(3) Level, Type and Disclosure of Rates for Commercial Collection and Other Services .............................. ....,.....12
D.
Hours of Collection: .
. .... ..13
E.
Routes and Schedules:..
..13
5. RECYCLING COLLECTION SERVICE: ..............................................................................................................................................\ J
A.
Curbside Residential Recycling Collection Services ......,................ ...........................................,........,.,.........................
(\) Conditions and Frequency of Service: ........................ ... ..... ........... ........... .... ......................................
(2) Accessibility for Curbside Recycling Collection: ..... ....................................................................
....14
...14
.....\4
B. Containerized Residential Recycling Collection Service .... ............................................................................ ...14
(\) Conditions and Frequency of Service: .................,...,................................,................................................. . ... ..14
(2) Accessibility and Schedule for Containerized Residential Recycling Collection: ..............................,........ .. .\5
C. Commercial Recycling Collection Service: ..... ..................................... ........................................................................ ......15
(I) Conditions and Frequency of Service:. ...................................,............................................................. .........15
(2) Level, Type and Disclosurc of Rates for Commercial Recycling Collection and Other Services:............ ..16
(3) Ownership: ............. ..................... ................................... ...................................... ..17
D.
Method of Payment: ......,..........
.... . .17
E.
Hours ofCol1ection: ...........
..........17
F.
Routes and Schedules: .......
.....18
G.
Replacement of Recycling Containers for Residential Dwelling Units:..
... ... ..18
H.
Manner of Collection:...........
.18
I.
Material Recycling Facility:.
. ... . ...18
II
J.
Change in Scope of Recycling Collection Service:..
......19
6. CHARGES. RATES AND LEVEL OF SERViCES:....................................................................................._.........................................19
A.
Obligation of Franchisor for Billing, Collection, and Payments ..
(I) Specific Responsibilities:
(2) Units Omitted From Annual Roll:..........
........... .........19
....19
............... .....20
B.
Solid Waste and Recycling Collection Rate Adjustments:
............20
c.
Solid Waste Disposal and Recycling Processing Cosl~: ..
..........21
D.
Extraordinary Rate Adjustment: ......"
....22
E.
Franchise Fee:
. ...........22
7. HOLlDA YS: ..........................................................................................................................................................................................22
A Service Fee .. ................. _.............._..,....... ..........,... ....... .22
8. SPECIAL SERVICES: ...........................................................................................................................................................................23
9.
PUBLIC AWARENESS PROGRAM:..........................................................................................
..................................23
10. MANNER OF COLLECTION: ..............................................................................................................................................................23
II. PERSONNEL OF THE FRANCHiSEE:.................................................................................................................................................24
12. SPILLAGE: ............................................................................................................................................................................................24
13. SOLID WASTE AND RECYCLING FACILITIES: ...............................................................................................................................24
14. COLLECTION EQUIPMENT: .................................................................................................................................,.............................25
15. VEGETATIVE WASTE: ........................................................................................................................................................................26
16. SPECIAL WASTE, HAZARDOUS WASTE, BIOHAZARDOUS OR BIOMEDICAL WASTE AND SLUDGE: ................................26
17. OFFICE: .................................................................................................................................................................................................26
18. COMPLAINTS:......................................................................................................................................................................................26
19. QU ALlTY OF S ER VICE: ......................................................................................................................................................................27
20 FILING OF REQUESTED INFORMA nON AND [)()(:UMENTS:......................................................................................................29
21
UNCONTROLLABLE CIRCUMSTANCES:..
...... ........... ............................30
22
PERMITS AND LICENSES:..
...........30
23
PERFORMANCE BOND
................................................................................................................................E
24.
WORKER'S COMPENSATION INSURANCE:.
.....3\
iii
25. LIAB ILITY INS URANC E: .....................................................................................................................................................................31
26
INDEMNITY:.
..........32
27.
ACCESS TO FRANCHISEE BOOKS AND RECORDS: .
.....32
28.
POINT OF CONTACT:.
......33
29.
NOTICE: .......
..........................33
30.
DEFAULT OF CONTRACT: .......
...m.....'.....,..33
31. MODIFICATIONS TO AGREEMENT DUE TO PUBLIC WELFARE OR CHANGE IN LAW: .................... .....................................36
32
RIGHT TO REQUIRE PERFORMANCE: ................
...................36
33
TITLE TO WASTE:..
...................36
34.
GOVERNING LA W AND VENUE: ...,..............................................
......,..............37
35.
COMPLIANCE WITH LA WS:...........................,.......................... .............................
......,.........................37
36.
SEVERABILITY: .....
..............37
37
ASSIGNMENT AND SUBLETTING: ......
.................37
38
MODIFICATIONS: ... .
............... .................38
39.
INDEPENDENCE OF AGREEMENT: ............................................................... ...
..................38
40.
MUNICIPALITY'S OPTION TO BE COVERED BY CONTRACT:..
...m...................38
41.
OTHER RATE ADJUSTMENTS:.....................................................
.... ..............39
42.
43.
44.
45.
46.
47.
48
49
50
51
52
EXISTING OR PRJOR AGREEMENTS: ...... .............................. ........ ...........
ATTORNEY'S FEES AND COSTS:... ......... ...... ... ... ..,... ... ... .. ... ........ ... ... .......
BINDING EFFECT: :... ... ... ... ..... ...... ... ... ... ... ... ... ... ......... ...
AUTHORITY: .......... ... ...... ...... ... .. ...... .,. ... ... ... ... ... ... ..... . ... ...... ..... ..................
CLAIMS FOR FEDERAL OR STATE AID:......................, ............ ... ...... ... ...... ..... .................. ....
ADJUDICATION OF DISPUTES OR DISAGREEMENTS:.... .. ............ .. ......... ...... . ......... ..,....
.....................................,.........,....39
............................................ 39
39
39
39
.... 40
.....40
... ......... ...40
NONDISCRIMINATION: .
COOPERATION:...
COVENANT OF NO INTEREST:..
CODI: OF ETHICS: .
NO SOUCITATION/PA YMENT..
. .... ...41
.... ...41
..41
lV
PUBLIC ACCESS:...
41
.. ....... ... ....41
.. .. ... ... ....42
53
54
55
NON-WAIVER OF IMMUNITy:......
PRIVILEGES AND IMMUNITIES:.
56. LEGAL OBLIGATIONS AND RESPONSIBILITIES; NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES:.42
57 NON-RELIANCE BY NON-PARTIES:. . ... ...... ... ...42
58. ATfESTATIONS:.. ............. ....... ....42
59 NO PERSONAL LIABILITY:. ....... ......... ...42
60. EXECUTION IN COUNTERPARTS:... .. .................... ..43
61 SECTION HEADINGS:..... . .......... ............. .43
EXIlIBIT I DESCRIPTION OF BOUNDARIES OF SERVICE AREA ......................................................................................................_...........44
EXHIBIT II APPROVED RATE SCHEDULE...............,.....,... . ................. . ..........................................................................................45
EXHIBIT III DISCLOSURE OF SERVICE RATES .........................................._.....................................................................................................46
EXHIBIT IV ANNUAL FINANCIAL REPORTING FORMAT ..............................................................................................................................48
EXHIBIT V SPECIAL SER VICES ........................................................................................................._.............................................................. SO
EXHIBIT VI PERFORMANCE BOND SLIDING SCALE...... . .. . .. ...... ..... .... ........................................... .........51
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SOLID WASTE AND RECYCLING COLLECTION
FRANCHISE AGREEMENT
THIS AGREEMENT, made and entered into this _ day of , 2004, between
the Board of County Commissioners of Monroe County, a political subdivision of the State
of Florida, hereinafter referred to as "Franchisor" and Ocean Reef Club, Inc. hereinafter
referred to as "Franchisee".
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 12:01 AM October 1,
2004 and terminating 11 :59 PM September 30, 2009 provided that the Franchisor
shall have the option to extend the contract, upon mutually agreeable terms and
conditions, for an additional five (5) year period upon one hundred twenty (120)
days written notice to the Franchisee prior to the expiration of the current term of
this Agreement.
Monroe County's performance and obligation to pay under this contract is
contingent upon an annual appropriation by the Board.
2. DEFINITIONS:
A. Biohazardous or Biomedical Wastes shall mean those wastes which may
cause disease or reasonably be suspected of harboring pathogenic
organisms; included but not limited to, waste resulting from the operation
of medical clinics, hospitals, and other facilities producing wastes which may
consist of, but are not limited to, diseased human and animal parts,
contaminated bandages, pathological specimens, hypodermic needles,
contaminated clothing and surgical gloves.
B. Board shall mean the Board of County Commissioners of Monroe County.
C. Bulk Trash shall mean any non-vegetative item which cannot be
containerized or bundled; including, but not limited to inoperative and
discarded refrigerators, ranges, toilets, clothes dryers, bath tubs, water
heaters, sinks, bicycles and other similar domestic appliances, household
goods, furniture and carpeting. Carpeting will be picked up by the
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J.
K.
L.
Franchisee if cut to lengths of six (6) feet or less and bundled. Items must
be generated from the property of a Dwelling Unit. Home Improvements;
which includes, but is not limited to; cabinets, dry wall, lumber, paneling
and other such construction related materials are not considered bulk trash.
D.
Collection shall mean the process whereby Residential Solid Waste,
Commercial Solid Waste, and Recyclable Material is removed and
transported to a designated facility.
E.
Collection Agreement or Agreement shall include this document. All
amendments and exhibits thereto shall be made in writing and shall be the
written document between the Franchisor and the Franchisee governing the
provision of services as contained herein.
F.
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 JJ. within the service area.
H.
Commercial Solid Waste Collection Service shall mean the collection of
Commercial Solid Waste within the service area. Such service includes both
Containers and Compactors, but does not include Specialty Hauler Roll-off
Collection Service.
1.
Compactor shall mean any container which has compactor mechanism(s),
whether stationary or mobile, all inclusive.
Construction and Demolition Debris (c&D) shall mean materials generally
considered to be not water soluble and non-hazardous in nature, including,
but not limited to, steel, glass, brick, concrete, roofmg 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.
Container shall mean and include any container designed or intended to
be mechanically dumped into a loader packer type garbage truck.
Containerized Residential Recycling Collection Service shall mean the
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T.
U.
collection of recyclable materials by the Franchisee from Dwelling Units in
the service area that requires the use of containers for the collection of
recyclable materials and the delivery of those recyclable materials to the
Materials Recycling Facility.
M.
Containerized Residential Solid Waste Collection Service shall mean
solid waste collection service of all Dwelling Units whose Garbage, Rubbish,
Bulk Trash or Vegetative Waste is collected by means of a central or shared
Container and not by means of a Garbage Receptacle. Vegetative Waste
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 the service area that also receive curbside Residential Solid Waste
Collection Service for solid waste and other Dwelling Units as are designated
by the County, and the delivery of those recyclable materials to the Monroe
County Materials Recycling Facility or designated transfer station.
Q.
Curbside 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 type of structure or building unit with kitchen
facilities intended for or capable of being utilized for residential living other
than a hotel or motel unit.
Fiscal Year shall mean the period October 1 of a given year and September
30 of the following year during this Agreement.
Franchisee shall mean that person or entity that has obtained from the
Franchisor a franchise, contract or permit to provide Residential Solid Waste
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x.
Y.
z.
AA.
Collection Service, Commercial Solid Waste Collection Service, and Recycling
Collection Service.
v.
Franchisor shall mean the Board of County Commissioners of Monroe
County.
W.
Garbage shall mean all putrescible waste which generally includes but is
not limited to kitchen and table food waste, animal, vegetative, food or any
organic waste that is attendant with or results from the storage,
preparation, cooking or handling of food materials whether attributed to
residential or commercial activities.
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 dermed
as a heavy duty, securely tied, plastic bag designed for use as a garbage
receptacle. Any receptacle made from plastic drums with rope handles, or
slots cut in the sides for handles, is not an acceptable garbage receptacle.
Any receptacle including waste materials shall not exceed thirty-two (32)
gallons in capacity or fUty (50) pounds in weight, unless a Franchisee
implements (with written authorization from the Contract Administrator or
his Designee) an automated or semi-automated collection system requiring
the use of some other standard receptacle compatible with the Franchisee's
equipment.
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 17-30, or by any future legislative
actions, or by federal, state, or local law.
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 (50%) percent of the time for
"Transient Occupancy" as such term is defined in Chapter 509, Florida
Statutes, or its successor law.
Industrial Waste shall mean any solid waste accumulations of metal, metal
products, minerals, chemicals, rock, cement, asphalt, tar, oil, grease, glass,
crockery, rubber, tires, bottles, cans, lumber, sawdust, waste from animal
packing or slaughterhouse, or other materials usually created by an
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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. Multi-Family Dwelling Unit shall mean and include any building or
structure containing two (2) or more Dwelling Units under one roof.
DD. Office Paper shall be defmed as a mixture of paper products including letter
paper, notebook paper, computer and green bar paper, and other clean
paper products.
EE. Permitted Disposal Facility shall mean the place or places specifically
designated by the Franchisor for the disposal of solid waste, and which are
properly permitted by the appropriate state and local agencies.
FF. 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 Contract. It shall also mean information concerning
levels of service and changes in scope of service.
GG. Recyclable Materials shall mean newspapers (including inserts); aluminum;
# 1 and #2 plastic containers; clear, green and brown glass bottles and jars;
corrugated cardboard; kraft paper bags; office paper; tin and ferrous cans;
automobile tires, and other materials added upon agreement between the
County and the Franchisee.
HH. Recycling Container shall mean a rigid container made of plastic or other
suitable substance that is used for the storage of commingled recyclable
materials.
II. Residential Solid Waste shall mean Garbage, Rubbish, Bulk Trash and
Vegetative Waste resulting from the normal housekeeping activities of a
Dwelling Unit. Vegetative Waste shall not be commingled with Garbage,
Rubbish, or Bulk Trash.
JJ. Residential Recycling Collection Service shall mean Curbside Recycling
Collection Services and Containerized Residential Recycling Collection
Service.
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KK. Residential Solid Waste Collection Service shall mean semce to all
Dwelling Units, including but not limited to, single-family dwelling units,
each living unit in a multi-family dwelling unit, condominium or cooperative
association, each mobile home whether located in a mobile home park or on
an individual parcel of property whether or not the lot is owned by the
mobile home owner and whether or not the unit has an RV tag, and each
timesharing unit.
LL. Roll-off Collection Service shall mean Specialty Hauler Service as
described in the Monroe County Code Section 8-82, and is the collection of
C&D only roll off containers within temporary locations in the Service Area,
limited to new construction sites and 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 contract.
MM. 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, which are usual to
housekeeping and to the operation of stores, offices and other business
places, but shall not include Vegetative Waste. Also rubbish shall include
any bottles, cans or other containers which, due to their ability to retain
water, may serve as breeding places for mosquitoes or other water-breeding
insects.
NN. 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.
00. Sludge shall mean a solid or semi-solid or liquid generated from any waste
water treatment plant, water supply treatment plant, air pollution control
facility, septic tank, grease trap, portable toilets and related operations, or
any other such waste having similar characteristics or effects.
PP. Special Services shall mean any services requested or required by the
customer which are in addition to, or a change in, Residential Solid Waste
Collection Service, Residential Recycling Collection Service, Commercial
Recycling Collection Service, and Commercial Solid Waste Collection Service
as set out or similar to those listed in Exhibit VI.
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4]
QQ. Special Waste shall mean those wastes that require extraordinary
management. They include, but are not limited to, automobile or
automobile parts, abandoned automobiles, boat or boat parts, waste oil,
sludge, dead animals, agricultural and industrial waste, septic tank
pumpings and Biohazardous and Hazardous wastes.
RR. Vegetative Waste - Regular shall mean any vegetative matter generated
from the yard and landscaping maintenance of the property of a Dwelling
Unit and shall include materials such as tree and shrub trimmings, grass
clippings, palm fronds, small tree branches and other matter usually
produced as refuse in the care of lawns, landscaping and yards which shall
not exceed four (4) feet in length and/ or 4" in diameter. Such waste shall
be tied in bundles or placed in containers which are susceptible to normal
loading and collection as other Residential Solid Waste. If containers are
used, they shall meet or exceed the Franchisor specification for such
containers. No bundle or filled container shall exceed fifty (50) pounds in
weight. Regular Vegetative Waste shall not be commingled with Garbage,
Rubbish, or Bulk Trash.
SS. Vegetative Waste - Oversize shall mean large cuttings of vegetative matter
which are part of the normal yard maintenance of a Dwelling Unit, and
which cannot be cut for placement in a container or bundled due to the
material exceeding the weight and size restrictions for regular vegetative
waste. Oversize vegetative waste shall be placed neatly at the curb and shall
be of a type as to be readily handled by the mechanical collection equipment
of the Franchisee and shall not exceed six (6) feet in length. Oversize
Vegetative Waste shall not be commingled with Garbage, Rubbish, or Bulk
Trash. Oversize vegetative waste does not include any form of matter or
debris resulting from commercial tree removal; land clearing, 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.
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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
Service Area as described in Exhibit I. Adjustments to the Service Area
boundaries due to municipal annexation or contraction will be provided by
law. No other entity except the Franchisee may offer or provide Residential
Solid Waste Collection Service, Commercial Solid Waste Collection Service,
or Residential Recycling Collection Service in the Service Area. The
Franchisor agrees to assist the Franchisee in taking timely action against
any entity violating the provisions of this Section.
The Franchisee shall be the agent to the Franchisor to provide Commercial
Recycling Collection Services in the Service Area, where that service is
requested by a commercial entity. The Franchisee shall be responsible for
billing and collection of Commercial Recycling Collection services that are
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 Services shall be reported in
the format designated by the Contract Administrator.
C. Emergency Service Provisions.
In the event of a hurricane, tomado, 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
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hire additional equipment, employ additional personnel, or work existing
personnel on overtime hours to clean debris resulting from the natural
disaster. By December 1 st of the year that this Collection Agreement is in
effect, the Franchisee is requested to provide a Disaster Preparedness Plan
to the Contract Administrator for review and approval. This plan shall
include provisions for additional manpower and equipment as well as a
proposed rate for collection associated with the clean up of natural disasters
or other such occurrences. The Franchisee shall update the Disaster
Preparedness Plan by December 1 st of each year of this Agreement for the
Contract Administrator's review and approval. The Franchisee shall receive
extra compensation above the normal compensation contained in this
Collection Agreement, after such has been approved by the Board, based on
the rate schedule submitted to the Contract Administrator. Payment for
these services shall be made by the Franchisor within ninety (90) days of the
receipt of the billing by the Franchisor.
D. Service to Selected County Agencies
The Franchisee must collect the solid waste and recyclables normally
generated by the County's Fire, EMS, and library facilities located within the
franchise area at no charge or cost to the County for collection.
4.
SOLID WASTE 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 from
Residential Solid Waste. No fIlled receptacle or bundle shall exceed
fifty (50) pounds in weight. (Regular vegetative waste will be as
defmed 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.C.
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of this Collection Agreement shall be picked-up by the Franchisee
within seven (7) calendar days of notification by the resident of the
Dwelling Unit. Oversize vegetative waste and bulk trash must be
placed at the usual accessible pick-up location.
(2)
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 a safe and efficient accessibility to the Franchisee's
collection crew and vehicle. Enclosures for garbage receptacles shall
be within six (6) feet of paved surface or right of way. Fixed or
permanent enclosures shall have a street side opening for the
removal of the garbage receptacle. Enclosures that do not have a
street side opening shall be limited to thirty-six (36) inches in height.
For purposes of this Agreement, roadway or right-of-way means a
road owned and maintained by the County, or a road on 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 crew or vehicle, an alternative
location may be arranged between the customer and the Franchisee
at no extra cost to the customer. In the event an appropriate location
cannot be agreed upon, the Contract Administrator shall mediate the
dispute and designate the location for pick-up. If the resident
requests special services, these services shall be billed directly to the
customer by the Franchisee in accordance with Exhibit VI. Billing for
these services shall be reported in a format prescribed by the
Contract Administrator. In the event that a special service request
is not listed in Exhibit VI, charges for such services shall then be
established through negotiations between the Franchisee and the
customer. In the event the customer and the Franchisee cannot
reach an agreement on the cost, the Contract Administrator will
determine the cost.
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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 rental fee in accordance with Exhibit II. A
minimum of once a week service is required of all customers, or such
other minimum frequency as provided by law. Service shall not
exceed a maximum of twice per week. Such service shall be provided
by mechanical container as defined herein.
C.
Commercial Solid Waste Collection Service
(1) Conditions and Frequency of Service:
The Franchisee shall collect and dispose of all Commercial Solid
Waste in the Service Area, except Special Waste. A minimum of once
a week service is required of all customers, or such other minimum
frequency as provided by law. Such service shall be provided by
mechanical Container as defined herein. However, where a customer
generates less than one (1) cubic yard per week of waste, Garbage
Receptacles provided by the customer may be utilized. The size of the
Container and the frequency of collection shall be determined
between the customer and the Franchisee. However, size and
frequency shall be sufficient to provide that no Commercial Solid
Waste need be placed outside or above lid level of the Container.
Storage capacity shall be suitable for the amount of waste generated
by the customer. In the event the Customer and the Franchisee
cannot reach an agreement as to the level and type of service to be
provided, the Contract Administrator shall make a decision binding
on both parties, including the location and size of Containers and the
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required number of pick-ups per week.
All Commercial Solid Waste shall be placed in a Container,
Compactor or Garbage Receptacle. Vegetative Waste shall not be
commingled with Garbage. Where Garbage Receptacles are used,
they shall be placed at the roadside or at such other single collection
point as may be agreed upon between the Franchisee and the
customer. All Containers or Compactors shall be kept in a safe,
accessible location agreed upon between the Franchisee and the
customer. Any Container or Compactor damaged by the Franchisee
shall be repaired or replaced by the Franchisee within seven (7) days.
Compactors may be obtained by customers from any source provided
that such Compactors be of a type that can be serviced by the
Franchisee's equipment. The customer shall be completely
responsible for its proper maintenance. Compactor frequency of
collection shall be sufficient to contain the waste without spillage.
(2)
Method of Collecting.
Collection shall occur on a regular basis with a frequency of pick-up
as provided herein and the size of the Container to be agreed upon
between the Franchisee and the customer.
(3)
Level, Type and Disclosure of Rates for Commercial Collection
and Other Services
a. Commercial Collection: The Franchisee shall only charge
rates as set out 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 an
agreement, the Contract Administrator or his designee shall
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establish the level and type of service to be provided including
the location, size of the Container and number of pick-ups per
week and the "TOTAL RATE" to be charged within the
approved rate limits contained in Exhibit II. The Franchisee
will be responsible for the billing and collection of Commercial
Collection Service except as otherwise provided in this
Agreement.
b. Disclosure: The written Agreement between the Franchisee
and the Customer shall be a separate document as specified
in Exhibit III.
D. Hours of Collection:
Curbside Residential Solid Waste Collection Service shall be provided
between the hours of 5:00 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 Collection Service, the Franchisee shall provide
the Contract Administrator, in a format acceptable to the Contract
Administrator, the schedules for all Collection routes and keep such
information current at all times. If any changes in the Collection routes
occur, then the Contract Administrator shall be immediately notified in
writing not less than four weeks prior to change. In the event of a
permanent change in routes or schedules that will alter the day of pick-up,
the Franchisee shall immediately notify the customer(s) affected in writing
or other manner approved by the Contract Administrator prior to the
change, at no cost to the Franchisor.
5.
RECYCLING COLLECTION SERVICE:
The Franchisee shall provide Residential Recycling Service and, where requested
by the customer, Commercial Recycling Collection Service in the Service Area. The
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Franchisor shall be responsible for the billing and collection of payments for
Residential Recycling Collection Services. The Franchisee shall be responsible for
billing and collection of Commercial Recycling Collection Service costs.
A. Curbside Residential Recycling Collection Services will be governed by
the following terms and conditions:
(1) Conditions and Frequency of Service:
The Franchisee shall provide Curbside Residential Recycling
Collection Services to all Dwelling Units receiving Curbside
Residential Solid Waste Collection Service located in the designated
Service Area and to other such Dwelling Units as determined
appropriate by the Contract Administrator. This service shall be
provided once every week, unless otherwise specified by the
Franchisor on a scheduled route basis which shall coincide with one
of the three regularly scheduled solid waste collection pick-up days.
(2) Accessibility for Curbside Recycling Collection:
All Recyclable Materials to be collected shall be ill a Recycling
Container and shall be placed within six (6) feet of the curb; paved
surface of the road, closest accessible right of way, or other such
location agreed to by the Franchisee that will provide a safe and
efficient accessibility to the Franchisee's collection crew and vehicle.
The Franchisee must collect as many Recycling Containers and any
additional paper (kraft) bags as the customer sets out. Where the
resident is physically unable to deliver Recyclable Materials to
curbside and this is certified by the Contract Administrator, or the
Dwelling Unit is located in such a manner as to provide non-
accessibility to the Franchisee's crew or vehicle, an alternative
location may be arranged between the customer and the Franchisee
at no extra 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.
B. Containerized Residential Recycling Collection Service will be governed
by the following terms and conditions:
(1) Conditions and Frequency of Service:
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The Franchisee shall provide this service to Dwelling Units as are
designated by the Franchisor that are located in the Service Area.
This service shall be provided at least once every week on a scheduled
route basis as set out in paragraph 2 below.
(2) Accessibility and Schedule for Containerized Residential
Recycling Collection:
All Recyclable Materials to be collected shall be in a Recycling
Container or Container designated for Recyclable Materials which
shall be located in such location and shall be collected on a schedule
by the Franchisee that will provide a safe and efficient accessibility
to the Franchisee's collection crew and vehicle. In the event an
appropriate location cannot be agreed upon, the Contract
Administrator shall mediate the dispute and designate the location
for pick-up.
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
Services to all business or commercial entities located in the
designated Service Area resulting from its own solicitation. The size
and frequency of the Container designated for Recyclable Materials
shall be determined between the customer and the Franchisee.
However, size and frequency shall be sufficient to provide that no
Recyclable Materials need be placed outside the Container. Storage
capacity shall be suitable for the amount of recyc1ables generated by
the customer. The Franchisee shall provide Containers as necessary.
Compactors may be obtained by customers from any source provided
that such Compactor must be of a type that can be serviced by the
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Franchisee's equipment and the customer shall be completely
responsible for its proper maintenance. Compactor frequency of
collection shall be sufficient to contain the waste without spillage. All
Commercial Recyclable Materials shall be placed in a Container,
Compactor or other acceptable Recycling Container. Recyclable
Material shall not be commingled with other solid waste. Where
Recycling Containers are used, they shall be placed at an accessible
location or at such other single collection point as may be agreed
upon between the Franchisee and the customer. All Containers shall
be kept in a safe, accessible location agreed upon between the
Franchisee and the customer. Any Container or Recycling Container
damaged by the Franchisee shall be repaired or replaced by the
Franchisee within seven (7) days.
(2)
Level, Type and Disclosure of Rates for Commercial Recycling
Collection and Other Services:
A written Agreement between the Franchisee and the customer shall
be entered into regarding the level and type of service to be provided
and manner of collection of fees. The terms and conditions of such
Agreement shall be in compliance with all provisions of this franchise
Agreement and the term shall not extend beyond the term of this
Agreement as stated in Section 1. The customer shall subscribe to
a level of service sufficient to meet the needs of the customer in a
sanitary and efficient manner. However, upon failure of the parties
to reach such an Agreement, the Contract Administrator, or his
designee, at the election of the customer and Franchisee may
establish the level and type of service to be provided including the
location, size of the Container and number of pick-ups per week and
the "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.
In the event the same vehicle is used to collect residential recyclable
materials and commercial recyclable materials, the burden is on thesFranchisee to verify and demonstrate which portion of the load, by
volume at the point of collection, is from commercial entities.
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(3) Ownership:
Notwithstanding any other provision of this Agreement, a commercial
generator of Recyclable Materials retains ownership of those
materials until he or she donates or sells, or contracts for the
donation or sale of those materials to another person or entity.
Nothing in this Agreement shall prevent a person or entity engaged
in the business of recycling, whether for profit or non-profit, from
accepting and transporting Recyclable Materials, under contract with
a commercial generator, from such commercial generator when such
Recyclable Materials have been purchased from or donated by the
commercial generator, and no charge is made to or paid by the
commercial generator for the 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 will be responsible for the billing and collection of payments
for Residential Recycling Collection Service. Payments from the Franchisor
to the Franchisee will be due and paid no later than the tenth day of the
month following service. The initial collection rate per unit per month shall
be as set out in Exhibit 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 out in Exhibit
II. The rates set out in Exhibit II 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 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
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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 designee, m a format acceptable to the Contract
Administrator, an up-to-date route schedule map for all Residential
Recycling Collection Service routes. The Franchisee shall notify the Contract
Administrator in writing of any change in any route schedule four weeks
prior to change. In the event of a permanent change in the routes or
schedules that will alter the pick-up day, the Franchisee shall immediately
notify the affected customer in writing or other method approved by the
Contract Administrator not less than two (2) weeks prior to the change, at
no cost to the Franchisor.
G.
Replacement of Recycling Containers for Residential Dwelling Units:
(1) The Franchisee will replace at its expense any Recycling Container
damaged through the fault or negligence of the Franchisee or its
employees.
H.
Manner of Collection:
The Franchisee shall collect Recyclable Materials with as little disturbance
as possible and shall leave the Recycling Container or Container housing
Recyclable Materials at the same point it was collected. To be eligible for
Curbside Residential Recycling Collection Service, Recyclable Materials must
be put in a Recycling Container. Newspapers that cannot be placed in the
Recycling Container may be put in a paper (kraft) bag and placed at the
usual accessible pick-up location for Curbside Residential Solid Waste
Collection. All Recyclable Materials set out by the customer that meet these
criteria shall be collected.
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
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by the supervisor of the County's recycling facility.
J. Change in Scope of Recycling Collection Service:
From time to time, at the sole option of the Franchisor, it may be necessary
to modify the scope of Recyclable Materials that will be included in Recycling
Collection Service. Should this occur, the Franchisor and the Franchisee
agree to enter into good faith negotiations to amend this Agreement to reflect
the impact of any such modification.
6.
CHARGES, RATES AND LEVEL OF SERVICES:
A. Obligation of Franchisor for 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 m arrears to the
Franchisee for the Residential Solid Waste Collection Service provided
pursuant to this Agreement. The Franchisee shall be entitled to
payment for services rendered irrespective of whether or not the
Franchisor collects from customers for such services. Payments from
the Franchisor will be due and paid to the Franchisee no later than
the tenth (lOth) day of the month following the month during which
services were rendered. Franchisee shall service all residential units.
If Franchisee is in doubt as to whether units are being billed,
Franchisee will contact the Contract Administrator.
On or before October 1, and before commencement of work by the
Franchisee under the terms of this agreement, the Franchisor shall
provide to the Franchisee the estimated total number of units to be
serviced. By November 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
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served and/ or deleted and payments will be adjusted accordingly.
New Dwelling Units which are added for service during the
Franchisor's Fiscal Year will be added to the customer service list and
payment will be paid by the Franchisor to the Franchisee in the
Franchisee's monthly payment. Payment will be prorated based upon
the date of Certificate of Occupancy.
(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 roll. Upon receipt of such written list
by the Franchisor, the Contract Administrator will, within 30 days,
verify the customer address and that service to the unit is proper,
and if proper, shall remit monthly payments to the Franchisee for
such service effective as of October 1 of the Fiscal Year or the date
service began, whichever is later. The Franchisor reserves the right
to correct any errors of omission or commission per the laws and
rules that govern the Franchisor. In the event the Franchisor pays
the Franchisee for a residential unit in error for whatever reason, the
Franchisee shall notify the Contract Administrator. Upon
determination of any overpayment, the Contract Administrator will
verify the error and make appropriate adjustment to the Franchisee's
payment to correct the error.
B.
Solid Waste and Recycling Collection Rate Adjustments:
For all Collection services, the charges shall be initially based on the rates
established in Exhibit II, and as subsequently adjusted pursuant to this
Agreement. The Franchisee shall receive an annual adjustment in the
Residential Solid Waste Collection Service, Commercial Recycling Collection
Service, Commercial Solid Waste Collection Service and Residential
Recycling Collection Service rates. The adjustment shall be made to the
combined category of Residential Solid Waste Collection Service and to
Residential Recycling Collection Service and, separately to the combined
category of Commercial Solid Waste Collection Service and Commercial
Recycling Collection Service. At the end of the first year of this Agreement
the adjustment shall be made in accordance with the percentage change in
the Consumer Price Index for all urban consumers (CPI-U) for the most
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recent 12 months available, ending in February.
No later than April 30 of the year following the Franchisee's fiscal year
hereby defined as January 1 through December 31, the Franchisee shall
deliver to the Franchisor, in a format as shown in Exhibit V, (as may be
further revised by the Contract Administrator from time to time), an audited
Financial Statement including, at a minimum, a balance sheet and an
Income Statement representing the financial position and the results of
operations respectively of the Franchisee for each Service Area. The report
must include the opinion of a Florida Certified Public Accountant, who has
conducted an audit of the Franchisee's books and records in accordance
with generally accepted auditing standards which include tests and other
procedures necessary, that the Financial Statements are fairly presented,
in all material respects, in conformity with generally accepted accounting
principles.
The Franchisor and Franchisee understand and agree that time is of the
essence regarding receipt of the audited financial statement. Therefore, if
the Franchisee fails to provide the Franchisor with the audited financial
statement on or prior to the date prescribed herein, the Franchisee shall
pay the Franchisor the sum of one hundred dollars ($100.00) per day for
each calendar day the submittal is late. No extension will be I(1'anted,
except for uncontrollable circumstances as referred to in Section 21.
No rate adjustments of any type will be granted to the Franchisee unless all
required audits have been filed in a timely manner.
C.
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
prescribed by the Contract Administrator. This monthly billing statement
shall be due by noon on the tenth (10th) day of each month, or the first
business day thereafter, and shall contain information pertaining to the
preceding month. Information provided on the monthly billing statement
shall be complete and accurate, and falsification of the same shall be a
criminal offense.
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D. Extraordinary Rate Adjustment:
The Franchisee may petition the Franchisor at any time for an additional
rate adjustment on the basis of extraordinary and unusual changes in the
cost of operations that could not reasonably be foreseen by a prudent
operator. The Franchisee's request shall contain substantial proof and
justification, as determined by the Contract Administrator, to support the
need for the rate adjustment. The Franchisor may request from the
Franchisee such further information as may be reasonably necessary in
making its determination. The Franchisor shall at its sole option approve
or deny the request, in whole or in part, within sixty (60) days of receipt of
the request and all other additional information required by the Franchisor.
E. Franchise Fee:
To compensate for the cost of administration, supervision and inspection
rendered for the effective performance of this Agreement, the Franchisee
shall pay to the Franchisor a fee of three percent (3%) of all gross revenues
charged, collected or received arising out of any services or operations
conducted in the Service Area. Commercial solid waste disposal costs and
commercial recycling processing costs shall be deducted from the gross
revenue total prior to applying the 3% for calculation of the franchise fee due
to the Franchisor. Franchise fees shall be payable within forty-five (45) days
of the last day of each calendar quarter.
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
Residential Solid Waste, Vegetative Waste, Residential Recyclable Material or
maintain office hours on these designated holidays. Services not provided on the
designated holidays shall resume on the next scheduled service day.
A. Service Fee:
Requiring a designated facility to remain open outside its regular business
hours, and with a 24-hour notice to the Contract Administrator, the Franchisee
shall be charged a Service Fee of $100.00 per hour for every hour (or portion
thereof) the site remains open, with a two hour minimum fee.
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SPECIAL SERVICES:
Rates charged for Special Services may not exceed the special service rates as listed
in Exhibit VI. In the event the requested special service is not included within
Exhibit VI, the Franchisee may negotiate with the customer for the rate. Upon
failure of the parties to reach an agreement on the rate, the Contract Administrator
shall establish the rate. The Franchisee shall be responsible for billing and
collection of payment for all Special Services.
PUBLIC AWARENESS PROGRAM:
The Franchisee shall assist the Franchisor with the Public Awareness Program by
distributing door hangers, stickers, flyers or other medium to residential and
commercial customers as requested by the Franchisor. Additionally it is the
Franchisee's responsibility to provide information to the Franchisor about those
customers who repeatedly do not prepare or set out their Recyclable Material or
solid waste as specified within this Agreement.
The Commercial Recycling customer will also be notified, by the Franchisor through
the Franchisee about special commercial recycling events, workshops, educational
forums and symposiums and other activities, as needed.
MANNER OF COLLECTION:
The Franchisee shall collect Residential Solid Waste, Vegetative Waste and
Recyclable Materials and Commercial Solid Waste and Recyclable Materials with
as little disturbance as possible and shall leave any receptacle at the same point
it was collected.
Any container damaged by the Franchisee will be replaced by the Franchisee within
seven (7) days at no cost to the customer, unless otherwise provided within this
Agreement. The replacement must be similar in style, material, quality and
capacity. Throwing of any garbage receptacle, container or recycling container is
prohibited.
To be eligible for pick-up, Residential Solid Waste and Vegetative Waste - Regular
must be placed in a Garbage Receptacle or properly bundled. Vegetative Waste -
Oversize and Bulk Trash as defined in Sections 2.SS. and 2.C. of this Agreement
shall be picked up by the Franchisee within seven (7) calendar days of notification
by the resident of the Dwelling Unit. Vegetative Waste - Oversize and Bulk Trash
must be placed at an accessible pick-up location.
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PERSONNEL OF THE FRANCHISEE:
A. The Franchisee shall assign a qualified person or persons to be in charge of
the operations within the service area and shall give the name(s) of the
person(s) to the Contract Administrator.
B. The Franchisee's solid waste collection employees shall wear a uniform or
shirt bearing the company's name during operations.
C. Each driver of a collection vehicle shall at all times carry a valid Florida
driver's license for the type of vehicle that is being driven.
D. The Franchisee's name and office telephone number shall be properly
displayed on all solid waste and recycling collection vehicles and Containers
provided by the Franchisee.
E. The Franchisee shall provide operating and safety training for all personnel.
F. The Franchisee's employees shall treat all customers in a polite and
courteous manner.
12.
SPILLAGE:
The Franchisee shall not litter or cause any spillage to occur upon the premises or
the right-of-way wherein the collection shall occur. During hauling, all solid waste,
vegetative waste and recyclable material shall be contained, tied, or enclosed so
that leaking, spilling and blowing is prevented. In the event of any spillage or
leakage caused by the Franchisee, the Franchisee shall promptly clean up all
spillage and leakage at no cost to the Franchisor.
13.
SOLID WASTE AND RECYCLING FACILITIES:
All Residential Solid Waste, Commercial Solid Waste, Vegetative Waste and
Recyclable Material shall be delivered to a site or facility designated in writing to
the Franchisee by the Contract Administrator. If the Franchisor should request the
Franchisee to deliver to a site or facility which is a greater distance than the
nearest site or facility, the Franchisor shall compensate the Franchisee for such
additional directly related costs based on a cost per truck mile annually agreed
upon by the Franchisor and Franchisee. The Franchisee shall provide to the
Franchisor by August 18t of each year written notice indicating the estimated cost
of operation per truck mile which shall be in effect for the twelve (12) month period
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beginning October 1 st. The Franchisor shall provide the Franchisee written notice
of either approval or denial of the proposed cost by August 15th. If denied, the
Franchisor and the Franchisee agree to negotiate in good faith and reach
agreement regarding the estimated cost per truck mile. Such agreement shall not
be unreasonably withheld by either the Franchisor or Franchisee. If an agreement
cannot be reached, the Franchisee may petition the Board of County
Commissioners for a fmal hearing on the denial. Such decision by the Board shall
be final.
In the event that a load of Recyclable Materials delivered to the designated facility
contains more than 3.5%, by weight of the total load, material which is not
Recyclable Material or that there is more than 3.5% paper products within the
other co-mingled Recyclable Material or vice versa, the Franchisor has the right to
reject the load and to charge the Franchisee the full disposal fee for each ton within
the load. The Franchisee may pass this cost through to a commercial customer in
the event that the Franchisee can prove that the customer caused the
contamination to the satisfaction of the customer. In the event of a dispute, the
Contract Administrator will determine whether the Franchisee or the customer will
absorb the disposal fee. It is the responsibility of the Franchisee to notify the
Franchisor of any customer who has on more than three occasions contaminated
the Recyclable Materials.
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, appearance and in a sanitary, clean condition at all times.
Recycling Materials collection equipment shall be multiple compartment equipment
(one compartment for each recyclable material collected), or other equipment that
meets industry standards and is approved by the Contract Administrator, and must
be compatible for unloading at the designated facility. Equipment utilized for the
collection of Recyclable Materials shall be clearly identified for that purpose. The
Franchisee shall have available reserve equipment which can be put into service
the same day as the occurrence of any breakdown. Such reserve equipment shall
correspond in size and capacity to the equipment used by the Franchisee to
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6 Commercial Solid Waste and Recyclable Materials. All tree and shrub trimmings,
7 grass clippings, palm fronds and all tree branches or other similar loose waste shall
8 be tied in bundles or placed in containers. Oversize Vegetative Waste must be no
9 more than six (6) feet in length and placed neatly at the curb.
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11 16. SPECIAL WASTE, HAZARDOUS WASTE, BIOHAZARDOUS OR BIOMEDICAL
12 WASTE AND SLUDGE:
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14 The Franchisee shall not be required to collect and dispose of Special Waste,
15 Hazardous Waste, Biohazardous or Biomedical Waste, or Sludge, but may offer
16 such service in the Service Area. All such collection and disposal for those types
1 7 of waste in this Section are not regulated or exclusive under this Agreement, but
18 if provided by the Franchisee shall be in strict compliance with all federal, state and
19 local laws and regulations.
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23 The Franchisee shall maintain an office within Monroe County where complaints
24 shall be received. It shall be equipped with sufficient telephones, and shall have
25 responsible persons in charge during collection hours and shall be open during
26 normal business hours, 8:00 a.m. to 2:00 p.m., Monday through Friday. The
27 Franchisee shall provide an answering machine during non-office hours for the
28 receipt of customer inquiries. The Franchisee shall provide a contact person for the
29 Franchisor to reach during all non-office hours. The contact person must have the
30 ability to authorize Franchisee operations in the case of Franchisor direction or
31 situations requiring immediate attention.
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33 18. COMPLAINTS:
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35 All service complaints shall be directed either to the Contract Administrator or to
36 the Franchisee. All complaints received by the Contract Administrator will be
37 forwarded daily to the Franchisee by telephone or other electronic means. All
38 complaints received by the Franchisee shall be recorded on a form approved by the
39 Contract Administrator. All complaints shall be resolved within twenty-four (24)
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hours after receipt by the Franchisee. When a complaint is received on a Saturday
or the day preceding a holiday, as specified in this Agreement, it shall be resolved
by the Franchisee no later than the next regular working day. If a complaint
cannot be resolved within twenty-four (24) hours, the Contract Administrator shall
be notified. Upon resolution, the Franchisee shall notify the Contract
Administrator or his designee of the action taken to resolve the complaint on the
approved form.
The Franchisee shall provide the Contract Administrator with a full written
explanation of the disposition of any complaint involving a claim of damage to
private or public property as a result of actions of the Franchisee's employees,
agent, or sub-contractor.
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 defmed as an
amount that exceeds two percent (2%) of the total customers served
by the Franchisee within the service area during any Franchisor fiscal
year. The legitimacy of a complaint shall be determined by the
Contract Administrator or his designee.
(3) Any occurrence of the following actions on the part of the Franchisee
shall result in an assessment of liquidated damages, with the
designated amount deducted from payments due or to become due
to Franchisee:
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Improper Actions Liquidate Damae:es
a. Failure to collect missed customers by 6:00 p.m. $25.00 per incident to a
the same day when given notice before noon, or by maximum of$150.00 per
12:00 noon the following day when given notice truck per day
between 12:00 noon and 5:00 p.m.
b. Legitimate comnlaints over ten (10) per month $100,00 ner incident
c. Collection of Residential Solid Waste and/or $100.00 per incident
Recyclables before 5:00 a.m. or after 6:00 PM.
d. Commingling Solid Waste with Vegetative Waste, $100.00 per incident
Recyclable Materials, C&D Materials, or other
waste material:
e. Failure to clean snillae:e: $100.00 per incident
f. Failure to replace damaged container within seven $100.00 per incident
days (two days for residential)
g. Failure to return containers or garbage receptacles $100.00 per incident
to original location.
h. Failure to repair damage to customer property: $100.00 per incident
1. Reserved for future use.
J. Failure to comply with designated facility $100.00 per incident
regulations:
k. Failure to provide clean, safe and sanitary $100.00 per incident
equipment:
1. Failure to maintain office hours as required: $100.00 ner incident
m. Operator not licensed: $100.00 per incident
n. Failure to provide documents and reports in a $100.00 per incident
timely and accurate manner:
o. Failure to cover materials, if appropriate, on $100.00 per incident
collection vehiclelsl:
p. Name and phone number not displayed on $100.00 per incident
equipment or containers:
q. Providing exclusively prohibited service in another $100.00 per incident
Franchisee's area, without prior authorization by
the Contract Administrator:
r. Not providine: schedule and route maps: $100.00 ner incident
s, Excessive noise generated by service equipment $100.00 per incident
and/ or personnel:
t, Using improper truck to service commercial or $100.00 per incident
residential customer:
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u. Failure to submit disclosure notice to either $100.00 per incident
customer or Contract Administrator:
v. Failure to report recycling activity monthly (on or $100,00 per incident
before the 10th 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 $100.00 per incident
level of solid waste service with the implementation
of commercial recycling:
x. Failure to submit an audited financial statement by $100.00 per calendar day
the prescribed date:
y. Failure to respond to complaints and customer $100,00 per incident
calls, including commercial recycling customers, in
a timely and appropriate manner:
z. Failure to complete a route on the regular $1000 for each route per day
scheduled pick-up day: not completed
aa. Failure to deliver any Residential or Commercial $1000 for 1 st offense;
Solid Waste, Vegetative Waste or Recyclable $2500 for 2nd offense;
Materials to a designated facility: loss of franchise for 3rd
offense
bb. Failure to provide proper notification prior to $1000 per incident
residential route changes:
cc. Failure to finish the uncompleted route (s) of the $1500 for each failure to
previous day on the next calendar day: complete
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The Contract Administrator may assess charges pursuant to this Section. The
Franchisee will be notified in writing of the administrative charges assessed and the basis
for each assessment. In the event the Franchisee wishes to contest such assessment it
shall, within five (5) days after receiving such notice, request in writing an opportunity to
be heard by the Contract Administrator and present its defense to such assessment. The
assessment(s) will only be deducted following the determination by the Contract
Administrator. The decision of the Contract Administrator will be final.
20. FILING OF REQUESTED INFORMATION AND DOCUMENTS:
A. In addition to any other requirements of this Agreement, the Franchisee shall
be required to me pertinent statistical and aggregate cost information pertaining
to solid waste collection and recycling collection services that is requested by
the Franchisor to comply with the provisions of Chapter 403, F.S., as amended,
and any other pertinent laws and regulations. The Franchisee will also be
required to submit a monthly operations report in a format prescribed by the
Contract Administrator. The results of all recycling activity conducted by the
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Franchisee in the Service Area during each month, whether residential or
commercial, shall be reported accurately to the Franchisor in a format and with
such dates as specified by the Franchisor, on or before the 10th day of the
following month.
B. The Franchisee shall me and keep current with the Franchisor documents
and reports required by this Agreement. By September 1 st of each year this
Agreement is in effect, the Franchisee shall ensure and certify to the Franchisor
that all required documents such as, but not limited to, certificates of
insurance, audits, performance bond or letter of credit, route schedule and
maps, drivers license certifications, and list of collection equipment vehicles, are
current and on me with the Franchisor. Failure to me 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 a liquidated
damage as provided in Section 19.
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 which are preventable, removable, or remediable and which the non-
performing party could have, with the exercise of reasonable diligence, prevented,
removed or remedied with reasonable dispatch. The non-performing party shall,
within a reasonable time of being prevented or delayed from performance by an
uncontrollable force, give written notice to the other party describing the
circumstances and uncontrollable forces preventing continued performance of the
obligations of this Agreement.
PERMITS AND LICENSES:
The Franchisee shall obtain, at his own expense, all permits and licenses required
by law for the Franchisee's operation under this Agreement and maintain the same
in full force and effect.
PERFORMANCE BOND:
The Franchisee shall fumish to the Franchisor a performance bond executed by a
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surety company licensed to do business in the State of Florida andj or a clean
irrevocable letter of credit issued by a bank within Monroe County to ensure the
faithful performance of this Agreement and all obligations arising hereunder in the
appropriate amount determined in accordance with Exhibit VII. The clean
irrevocable letter of credit or bond provided hereunder, each may be substituted for
the other upon approval by the Franchisor. The form of this bond or letter of
credit, and the Surety Company, shall be acceptable to the Franchisor attorney
and shall be maintained during the term of this Agreement. The bond shall be
endorsed to show the Franchisor, a political subdivision of the state of Florida; and
shall also provide that bonds shall not be canceled, limited or non-renewed until
after thirty (30) days written notice has been given to the Franchisor. Current
performance bonds evidencing required coverage must be on fIle at all times.
WORKER'S COMPENSATION INSURANCE:
Worker's Compensation coverage must be maintained in accordance with statutory
requirements as well as Employer's Liability Coverage in an amount not less than
$100,000.00 per incident.
LIABILITY INSURANCE:
The Franchisee shall, during the term of this Agreement, and any extensions hereof
maintain in full force and effect general and automobile liability insurance, which
specifically covers all exposures incident to the Franchisee's operations under this
contract. Such insurance shall be with a company rated "A" or better by Best
Rating Service and in an amount of not less than $1,000,000.00 Combined Single
Limit for personal injury, including death, and property damage liability and shall
include but not be limited to coverage for PremisesjOperations,
ProductsjCompleted Operations, Contractual, to support the Franchisee's
agreement or indemnity and Fire Legal Liability. The Franchisee shall purchase
and maintain, throughout the life of the contract, pollution liability insurance
which will respond to bodily injury, property damage, and environmental damage
caused by a pollution incident. The minimum limits of liability shall be:
$1,000,000.00 per occurrencej$2,000,000.00 aggregate.
Policy(ies) shall be endorsed to show the Franchisor, a political subdivision of the
state of Florida, as an additional insured as its interests may appear; and shall also
provide that insurance shall not be canceled, limited or non-renewed until after
thirty (30) days written notice has been given to the Franchisor. Current
certificates of insurance evidencing required coverage must be on fIle with the
Franchisor at all times. Franchisee expressly understands and agrees that any
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insurance protection furnished by Franchisee shall in no way limit its responsibility
to indemnify and save harmless Franchisor under the provision of Section 26 of
this Agreement.
INDEMNITY:
The Franchisee will hold the Franchisor harmless from any and all liabilities, losses
or damages the Franchisor may suffer as a result of claims, demands, costs or
judgments against the Franchisor arising out of the negligence or omission of the
Franchisee or its employees, which said liabilities, losses, damages, claims,
demands, costs or judgment arise directly out of the matters which are the subject
of this Collection Agreement and the work to be performed thereby. The Franchisee
shall in no way be responsible for or in any way indemnify or hold the Franchisor
harmless for any act, omission, negligence or other liability caused by the act or
omission in whole or in part of the Franchisor or anyone of its employees or
agents.
ACCESS TO FRANCHISEE BOOKS AND RECORDS:
The Franchisee shall maintain within Monroe County adequate records of all Solid
Waste collection and recycling services. The Franchisor or its designee shall have
the right to review all records maintained by the Franchisee upon 24 hours written
notice. An annual audit of the books and records by a Florida independent certified
public accounting fIrm prepared in accordance with generally accepted accounting
principles, pertaining only to each individual Collection Agreement and Service
Area, shall be delivered to the Franchisor no later than April 30 of the year
following the Franchisee's fIscal year, hereby defIned as January 1 through
December 31. No extensions will be 2ranted. except for uncontrollable
circumstances as referred to in Section 21. No rate adjustments of any type will
be granted to the Franchisee unless all required audits have been fIled in a timely
manner. Franchisee shall maintain all books, records, and documents directly
pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement
or their authorized representatives shall have reasonable and timely access to such
records of each other party to this Agreement for pubic records purposes during
the term of the Agreement and for four years following the termination of this
Agreement.
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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.
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 2-284
Key West, FL 33040
Attention: Contract Administrator
As to the Franchisee:
Ocean Reef Club, Inc.
31 Ocean Drive, Suite C-300
Key Largo, FL 33037
Attention: President
DEFAULT OF CONTRACT:
A. The Franchisor may cancel this Collection Agreement, except as otherwise
provided below in this section, by giving Franchisee thirty (30) days advance
written notice, to be served as hereafter provided, upon the happening of
anyone 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 f1le a voluntary petition in bankruptcy or a petition or
answer seeking an arrangement for its reorganization or the
readjustment of its indebtedness under the Federal Bankruptcy laws
or under any other law or state of the United States or any state
thereof, or consent to the appointment of the receiver, trustee or
liquidator of all or substantially all of its property; or
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(2) By order or decree of a Court, Franchisee shall be adjudged bankrupt
or an order shall be made approving a petition ftled 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 officer having jurisdiction, a receiver, trustee or liquidator
shall take possession or control of all or substantially all of the
property of the Franchisee, and such possession or control shall
continue in effect for a period of sixty (60) days; or
(4) The Franchisee has defaulted, by failing or refusing to perform or
observe the terms, conditions or covenants in this Agreement or any
of the rules and regulations promulgated by the Franchisor pursuant
thereto or has wrongfully failed or refused to comply with the
instructions of the Contract Administrator relative thereto and said
default is not cured within thirty (30) days of receipt of written notice
by Franchisor to do so, or if by reason of the nature of such default,
the same cannot be remedied within thirty (30) days following receipt
by Franchisee of written demand from Franchisor to do so,
Franchisee fails to commence the remedy of such default within said
thirty (30) days following such written notice or having so commenced
shall fail thereafter to continue with diligence the curing thereof (with
Franchisee having the burden of proof to demonstrate [a] that the
default cannot be cured within thirty (30) days, and [b] that it is
proceeding with diligence to cure said default, and such default will
be cured within a reasonable period of time.
B.
However, notwithstanding anything contained herein to the contrary, for the
failure of Franchisee to provide Collection Service for a period of three (3)
consecutive scheduled working days, the Franchisor may secure the
Franchisee's billing records on the fourth (4th) working day in order to
provide interim collection services until such time as the matter is resolved
and the Franchisee is again able to perform pursuant to this Collection
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Agreement; provided, however, if the Franchisee is unable for any reason or
cause to resume performance at the end of thirty (30) working days all
liability of the Franchisor under this Agreement to the Franchisee shall
cease and this Agreement may be deemed immediately terminated by the
Franchisor.
C. Notwithstanding the foregoing and as supplemental and additional means of
termination of this Agreement under this Section, in the event that Franchisee's
record of performance shows that Franchisee has frequently, regularly or
repetitively defaulted in the performance of any of the covenants and conditions
required herein to be kept and performed by Franchisee, in the opinion of
Franchisor and regardless of whether Franchisee has corrected each individual
condition of default, Franchisee shall be deemed a "habitual violator", shall
forfeit the right to any further notice or grace period to correct, and all of said
defaults shall be considered cumulative and collectively shall constitute a
condition of irredeemable default. The Franchisor shall thereupon issue
Franchisee final warning citing the circumstances therefore, and any single
default by Franchisee of whatever nature, subsequent to the occurrence of the
last of said cumulative defaults, shall be grounds for immediate termination of
this Agreement. In the event of any such subsequent default, Franchisor may
terminate this Collection Agreement upon the giving of written Final Notice to
Franchisee, such cancellation to be effective upon the fifteenth consecutive
calendar day following the date of Final Notice, and all contractual fees due
hereunder plus any and all charges and interest shall be payable to said date,
and Franchisee shall have no further rights hereunder. Immediately upon
receipt of said Final Notice, Franchisee shall proceed to cease any further
performance under this Collection Agreement.
D. In the event of the aforesaid events specified in paragraphs A, B and C above
and except as otherwise provided in said paragraphs, termination shall be
effective upon the date specified in Franchisor's written notice to Franchisee
and upon said date this Agreement shall be deemed immediately terminated
and upon such termination all liability of the Franchisor under this Agreement
to the Franchisee shall cease, and the Franchisor shall have the right to call the
performance bond and shall be free to negotiate with other contractors for the
operation of the herein specified services. The Franchisee for failure to perform
shall reimburse the Franchisor all direct and indirect costs of providing interim
collection service.
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MODIFICATIONS TO AGREEMENT DUE TO PUBLIC WELFARE OR CHANGE IN
LAW:
The Franchisor shall have the power to make changes in this Agreement as the
result of changes in law and to impose new and reasonable rules and regulations
on the Franchisee under this Collection Agreement relative to the method of
collection and disposal of Garbage, Rubbish, Bulk Trash, Vegetative Waste, or
Recyclable Materials as shall from time to time be necessary and desirable for the
public welfare. The Franchisor shall give the Franchisee reasonable notice of any
proposed change and an opportunity to be heard concerning those matters. The
method of collection and disposal of solid waste and recyclables as referenced
herein shall also be liberally construed to include, but not limited to, the manner,
procedures, operations and obligations, fmancial or otherwise, of the Franchisee.
The Franchisor and Franchisee understand and agree that the Florida Legislature
from time to time has made comprehensive changes in Solid Waste Management
legislation and that these and other changes in law in the future, whether federal,
state or local, which mandate certain actions or programs for counties or
municipalities may require changes or modifications in some of the terms,
conditions or obligations under this Agreement. Nothing contained in this
Agreement shall require any party to perform any act or function contrary to law.
The Franchisor and Franchisee agree to enter into good faith negotiations regarding
modifications to this Agreement which may be required in order to implement
changes in the interest of the public welfare or due to change in law.
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 taken or held to be waived of any succeeding breach of such
provisions or as a waiver of any provision itself.
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.
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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 contracts made and to be performed entirely in
the State.
In the event that 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 any of them,
the issue shall be submitted to mediation prior to the institution of any other
administrative or legal proceeding.
COMPLIANCE WITH LAWS:
The Franchisee shall conduct operations under this Agreement in compliance with
all applicable laws.
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 shall be 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.
ASSIGNMENT AND SUBLETTING:
The Franchisee shall not assign or dispose of the Franchise granted by this
Agreement by sale, lease, mortgage or otherwise transfer it in any manner
whatsoever without the express written consent of the Franchisor. Prior to any
proposed assignment or sale of the Franchise, the Franchisor shall be given the
right of fIrst refusal. The Franchisor shall have full discretion to approve or deny,
with or without cause, any proposed assignment or assignment by the Franchisee.
Any assignment of this Agreement 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
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38.
39.
40.
this Agreement by giving written notice to the Franchisee, and upon the date of
such notice this Agreement shall be deemed immediately terminated, and upon
such termination all liability of the Franchisor under this Agreement to the
Franchisee shall cease, and Franchisor shall have the right to call the performance
bond and shall be free to negotiate with other Franchisees or any other person or
company for the service of the Franchise area which is the subject of this
Agreement. In the event of any assignment, assignee shall fully assume all the
liabilities of the Franchisee.
It is the intent of the parties that no Franchisee, whether by itself or through its
parent(s) or holding companies, shall at any time hold or have control of more than
two (2) Solid Waste and Recycling Collection Franchise Agreements with the
Franchisor.
For purposes of this Section, a parent or holding company shall mean any person,
corporation or company holding, owning or in control of more than ten (10%)
percent stock or fmancial interest in the Franchisee.
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.
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
contractor with respect to all services performed under this Agreement.
MUNICIPALITY'S OPTION TO BE COVERED BY CONTRACT:
The Franchisee shall have the right of first refusal to provide Residential Solid
Waste Collection Services to any municipality in the County located adjacent to and
contiguous with its Service Area boundaries under the same terms, conditions and
rate of compensation as provided for under the terms of this Collection Agreement.
The County and a municipality that elects to be covered by this Collection
Agreement shall enter into an interlocal agreement regarding the participation of
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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 Collection Agreement.
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 service Franchise Agreements for all service areas entered into
with the franchisee.
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.
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 attomeys' fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include
attomey'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 the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
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.
AUTHORITY
Each party 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 action, as required by law.
CLAIMS FOR FEDERAL OR STATE AID:
Franchisor and Franchisee agree that each shall be, and is, empowered to apply for,
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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.
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
each 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.
NONDISCRIMINATION:
Franchisor and Franchisee agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred, this Agreement
automatically terminates without any further action on the part of any party,
effective the date of the court order. Franchisor and Franchisee agree 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 or national origin; (2) Section 504 of the Rehabilitation Act of
1973, as amended (20 D.S.C. s. 794), which prohibits discrimination on the basis
of handicap; (3) The Age Discrimination Act of 1975, as amended (42 D.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.
91-616), 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
D.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol
and drug abuse patient records; (7) The Americans With Disabilities Act of 1990
(42 D.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 Statutes, 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 statutes or local
ordinances which may apply to the parties to, or the subject matter of, this
Agreement.
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
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to the substance of this Agreement or proVlslon of the services under this
Agreement. Franchisor and Franchisee specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this
Agreement or any Attachment or Addendum to this Agreement.
COVENANT OF NO INTEREST:
Franchisor and Franchisee covenant that neither presently has any interest, and
shall not acquire any interest, which would conflict in any manner or degree with
its performance under this Agreement, and that only interest of each is to perform
and receive benefits as recited in this Agreement.
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.
NO SOLICITATION/PAYMENT:
Franchisor and Franchisee warrant that, in respect to itself, it has neither
employed nor retained any company or person, other than a bona fide employee
working solely for it, to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for it, any fee, commission, percentage, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of this provision, the Franchisee agrees that
the Franchisor shall have the right to terminate this Agreement without liability
and, at its discretion, to offset from monies owed, or otherwise recover, the full
amount of such fee, commission, percentage, gift, or consideration.
PUBLIC ACCESS:
Franchisor and Franchisee shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters, or other materials subject to the
provisions of Chapter 119, Florida Statutes, and made or received by Franchisor
and Franchisee in conjunction with this Agreement; and the Frnchisor shall have
the right to unilaterally cancel this Agreement upon violation of this provision by
Franchisee.
NON-WAIVER OF IMMUNITY:
Notwithstanding the provisions of Sec. 286.28, Florida Statutes, the participation
of the Franchisor and Franchisee in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local
government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage, nor shall any contract entered into by
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the Franchisor be required to contain any provision for waiver.
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 which apply to the activity of officers, agents, volunteers, or
employees of the Franchisor, when performing their respective functions under this
Agreement within the territorial limits of the County shall apply to the same degree
and extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the County.
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, nor
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.
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 and Franchisee or any agent,
officer, or employee of each shall have the authority to inform, counsel, or
otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes
contemplated in this Agreement.
ATTESTATIONS:
Franchisee agrees to execute such documents as the County may reasonably
require, to include a Public Entity Crime Statement, an Ethics statement, and a
Drug-Free Workplace Statement.
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.
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15 IN WITNESS WHEREOF, the parties hereto have caused this Collection Agreement to be executed by the
16 t~~authorized representatives as of the date first above written,
,.",...' .,-' ;"'.'
17 ./
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29 (SEAL)
30 A TrEST:
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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.
(SEAL)
ATfEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BC.....L~
. ./...
Deputy Clerk
(~
Mayor/Chairperson
By
Title
(FRANCHISEE NAME)
0(4,,, ~4! (~\
I f)AI4L H. A,nu<<'1
'.'1
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o "1':
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o
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~~~~RM:
Q JOHN R. COLLINS
COUNTY ATTORNEY
Date t>~ In'll D'J
-:::J
;0
o
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EXHIBIT I
DESCRIPTION OF BOUNDARIES OF SERVICE AREA
Ocean Reef Club, Inc. and Anglers Club Property
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EXHIBIT II
APPROVED RATE SCHEDULE
Ocean Reef Club, Inc.
FY 2004-2005 Approved Rates
Residential Collection Rates
Services
Curbside Service
Solid Waste
$10.03
$ 2.63
Rec elin
7
8
Commercial Solid Waste, Commercial Rec clin and Roll-Off Collection Rates
Solid Waste Collection Rate
ard
ards or less)
$5.74
$5.74
$17.20
Rec elin Container Collection Rate
ard
Com actor Collection Rate ( eater than 12 cubic ards
Roll-Off Collection Rate
$121.15 er ull
$121.15 per pull
9
10
11 MONTHLY CONTAINER MAINTENANCE FEES
CONTAINERS (NON-CaMP ACTING)
SIZE (cubic yards) RATE w/out locking mechanism
1YD $14.40
2YD $16.36
3YD $18.38
4YD $18.68
6YD $20.70
8YD $22.73
RECYCLING CONTAINERS
32 gal. $1.34
90 gal. $3.73
12
13 Capacities in between these values can be obtained by interpolation.
14 Capacities outside of these values can be obtained by extrapolation.
45
1 EXHIBIT III
2 DISCLOSURE OF SERVICE RATES
3
4 "REGULATION BY MONROE COUNTY"
5
6 The tenns and conditions of this Commercial Solid Waste Collection Service Agreement are regulated by a
7 Collection Agreement granted by Monroe County. Should the customer have any questions relating to the
8 tenns and conditions ofthis Collection Agreement, the customer may call the Contract Administrator at (305)
9 292-4432.
10
11 "COMMERCIAL COLLECTION CONTAINERS"
12
13 The Customer shall be provided the Commercial Collection Container from the Franchisee at the maintenance
14 fee approved by the Board. If the customer chooses to use a Compactor, the customer may rent, lease or own
15 the Compactor from any source, provided that the Compactor can be serviced by the Franchisee's collection
16 equipment. Commercial collection Containers and Compactors shall be maintained in a serviceable, safe, and
1 7 sanitary condition by the owner. In the event of damage to a Container, the incident will be investigated by
18 the Contract Administrator including a detennination of any compensation due the affected party.
19
20 "SPECIAL SERVICES"
21
22 If a customer requests, the Franchisee may provide special services for the collection of Commercial Solid
23 Waste such as rolling Containers out of storage areas, opening doors or gates for access, or other such special
24 services. However, such special services may be provided by the customer, through its own or other personnel.
25 If the Franchisee provides special services, such charges must be separately stated under the "RATES FOR
2 6 SERVICES" Disclosure Statement. The maximum for these special service rates are fixed by the Board. A
2 7 copy of these rates can be obtained from the Franchisee or the Contract Administrator.
28
2 9 "RA TES FOR SERVICE DISCLOSURE"
30
31 A RATES FOR SERVICES disclosure statement shall be completed and issued to each Customer receiving
32 Commercial Solid Waste Collection Service, or Special Services. Upon initial signing of a contract for these
33 services, a copy of this disclosure statement shall be provided to the Customer and to the Contract
34 Administrator. Any changes in level of service or cost of service shall require the issuance of a new disclosure
35 statement. If service is tenninated for any reason, a copy of the disclosure statement indicating the reason( s)
36 and date of termination shall be submitted to the Contract Administrator.
37
38 The "Rates For Services" disclosure statement shall have attached a rate schedule which specifies the
39 Collection Rate and the Disposal Rate based on size of Container and frequency of service; the Container
40 Rental rate, expressed as a monthly flat fee based on the size of the Container; and the cost per month for each
41 Special Service required by the Customer.
46
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2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
"RATES FOR SERVICES DISCLOSURE STATEMENT"
Date of Agreement:
Service Date:
Begin:
End:
Franchise Name:
Customer Name:
Customer Address:
Customer Phone #:
Level of Service:
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
Total
THESE SERVICES ARE PROVIDED UNDER A FRANCHISE AGREEMENT REGULA TED 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 (305) 292-4432.
47
1
2 EXHIBIT IV
3 ANNUAL FINANCIAL REPORTING FORMAT
4
5
6 The Franchisee shall submit to the Franchisor a certified comparative operating cost statement prepared in
7 accordance with generally accepted accounting standards.
8
9 The Franchisee shall disclose as part of the Statement ofIncome and Expense all methods of allocations used
10 to distribute costs between commercial and residential operations. The disclosure shall be in narrative form
11 and include the basis for the allocation method.
12
13 The Franchisee shall provide a description of the expenses classified as Other Operating Costs and Other
14 General and Administration.
15
16 Any allocations made will need to be disclosed in a narrative format, along with the basis for those allocations.
17 Additionally, it is understood that each Franchisee shall utilize the accrual basis of accounting for income and
18 expenses.
19
20 Attached is the required format for financial statement reporting in accordance with this Franchise Agreement.
48
1 (Franchisee)
2 Statement of Income and Expenses
3 For (month, year) ended (month, year)
4 Revenues:
5 (list by type) $
6 Total Revenue $ --
7
8 Expenses and General & Administrative Costs:
9
10 Employees' wages $
11 Employees' insurance-group $
12 Employees' miscellaneous expense $
13 Employees' payroll taxes $
14 Employees' uniforms and laundry $
15 Employees' profit sharing plan $
16 Depreciation-vehicle $
17 Fuel $
18 V chicle insurance $
19 Vehicle license, tags and tax $
20 Depreciation-equipment $
21 Repair parts and maintenance $
22 Shop supplies $
23 Tires and tubes $
24 Depreciation- facil ities $
25 Depreciation-office equipment $
26 Depreciation-containers $
27 Accounting $
28 Bad Debts $
29 Electric $
30 Franchise fees-County $
31 Insurance-general $
32 Legal $
33 Other Operating Costs $
34 Office Expense $
35 Profit sharing plan administration $
36 Postage and freight $
37 Rent $
38 Security $
39 Taxes and licenses $
40 Telephone $
41 Utilities $
42 Office salaries $
43 Office insurance-group $
44 Office payroll taxes $
45 Office uniforms and laundry $
46 Office profit sharing plan $
47 Advertising $
48 Donations $
49 Dues and subscriptions $
50 Travel, entertainment and promotion $
51 Interest $
52 Amortization $
53 Management Fee $
54 Other general and administration costs $
55
56 Total operating expenses and general and administrative costs $
57
58 Income before Provision for Income Taxes $
59 Provisions for Income Taxes $
60 Net Income $
61
62 "The Accompanying Notes are an Integral Part of this Statement"
49
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4
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7
8
9
10
11
12
13
14
EXHIBIT V
SPECIAL SERVICES
RATES DETERMINED BY THE FRANCHISOR
(Not to be adjusted during term)
Rate Per Service
Rolling Out Container (and retuming $3.00
it to ori2inallocation)
Back Door Service (Residential Negotiable
Curbside Only)*
Opening (and closing) Doors or Gates $1.00
Locks for Containers $10.00 (one time)
Charge for Replacements based on
cost + 10%
Unlocking Containers $1.35
Supplying (and retrofitting) locking $60.00
mechanism on container**
Adding wheels to or changing wheels No Charge
on 1, 2, and 3 yard Containers on1v
Moving Container Location (if $30.00
feasible) Per Customer Request
Adding lids to or changing lids on No Charge
Containers
Set up and Retum Fees $25.00
*
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.
**
50
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4
EXHIBIT VI
PERFORMANCE BOND SLIDING SCALE
Gross Revenues (Minus Disposal
Fees paid to the Franchisor) Performance Bond Required
in Millions of Dollars
2.5 - Above $400,000
1.5 - 2.5 $300,000
.5 - 1.5 $200,000
.0 - .5 $100,000
5
5\
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the
convicted vendor list."
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
po. u / 111. (Y If~/i;u 1
warrants that he/it has not employed, retained
or otherwise had act on his/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 No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to fr former County officer or employee.
,~l
------
Date:
STATE OF
1- j (f)I1ti/4L
C1h p,1I1/tl~
COUNTY OF
PERSONALL Y APPEARED BEFORE ME, the undersigned authority,
fa k I III r9-. II 5 ~ fA ry who, after first being sworn by me, affixed his/her
signature (name of individual signing) in the space provided above on this 1t..fL day of
r9u~ ~ Ju
: rm /I';' ~~ ~~
NOTARY PUBLIC ,/ ~ ~)I
My commission expires:
~.......~, ARMANDO VASQUEZ, JR
. r: ~.\ MY COMMISSION It DO 17s400
. . . EXPIRES: May 10, 2fXJT
Bonded ThIu NoIary PuIllic Undetwrlters
OMS - MCP FORM #4