HomeMy WebLinkAbout475-Waste management inc termin.lennings Environmental Services,']:nc C3ennings').
VVTTNESSETH
WHEREAS, 3ennings and the City entered into that certain Franchise Agreement for Rolloff and
Compactor Solid Waste Service, dated January 1, 1997 ("Frandlise Agreement'~; and
WHEREAS, such Franchise Agreement has an initial term of five years and allows for early
t~rmination; and
WHEREAS, WMIF has succeeded to the interests of 3ennings in and to the Franchise Agreement
by corporate merger; and
WHEREAS, the City and WMIF desire ~o terminate the Franchise Agreement in their mutual best
interests.
NOW, THEREFORE, in consideration of these presents and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
City and WMIF mutually agree that the Franchise Agreement shall terminate on
December 31, 1999. The parties waive the ninety (90) day notice provision set forth in
Article 5 of the Franchise Agreement.
Each of City and WMIF mutually remise, release, acquit, satisfy and forever discharge the
other of and from all manner of action and actions, cause and causes of ravenants,
contracts, controversies, agreements, promises, variances. trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity, which each
ever had, or which any successor, heir or assign shall or may have against the other, for,
upon or by reason of any matter relating to the Franchise Agreement or the termination
thereof.
3. This Agreement shall be binding on the heirs, legal representative,
and successors and assigns of the parties.
IN WITNESS WHEREOF, the first party has hereunto set hands and seals this
JC)'4~' dayof
WASTE IvlANAGEM ENT INC. OF FLOP~DA
THOMAS CRUMMY
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
CTrY OF SANFORD
/LAA,~DA~, Mayor
FRANCHISE AGREEMENT
ROLL-OFF AND COMPACTOR SOLID WASTE SERVICE
This agreement, made and entered into this 1st day of January, 1997, by and between
the CITY OF SANFORD with its principal place of business located at City Hall, P. O.
Box 1788, Sanford, FL 32772, hereinafter referred to as the "City", and Jennings
Environmental Services, Incorporated, with its principal place of business located at,
101 Wymore Road, Suite 314, P 0 Box 6862, Longwood, FI 32779-6862 hereinafter
referred to as the "Franchisee".
WITNESSETH:
WHEREAS, it is the intent of the City of Sanford to grant exclusive rights to the Franchisee
for the collection and removal of commercial waste generated by customers who require
roll-off or compactor service within the City; and
WHEREAS, the City is duly authorized to grant a franchise for the collection of solid waste
and recyclable materials within the City of Sanford, Florida; and
WHEREAS, said Franchisee agrees to charge rates to customers within the City as
specified and required herein, and
WHEREAS, said Franchisee agrees to pay the Franchise and Recycle Fees specified and
required by Ordinance 3070 and Resolution 1611, as amended from time to time, of the
City of Sanford, and has presented satisfactory evidence to the City that it is in an
adequate physical and financial position to provide such service under all rules and
regulations of the City; and
WHEREAS, the City has found that the granting of a commercial solid waste and
recyclable materials roll-off container collection franchise to the Franchisee is in the best
interest of the public.
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties hereto intending to be legally bound, hereby agree as follows:
ARTICLE I - DEFINITIONS
As used herein, the definitions contained in Section 2, definitions, of City of Sanford Ordinance 3066, and
Ordinance 3070 as amended, shall apply unless otherwise specifically stated.
Franchisee: Franchisee shall mean the Franchise Collector or his authorized representative.
Roll-off: Roll-off shall mean a large commercial solid waste container, normally 10 cubic yards or
larger, for the collection of solid waste.
Compactor: A Compactor shall mean a roll-off commercial solid waste container with a mechanical
means of compacting or reducing the volume of the materials placed inside for disposal.
ARTICLE 2 - SCOPE OF WORK
The Franchisee is granted a franchise to provide all collection services of commercial waste requiring roll-
off/compactor containers from and within the City of Sanford, Florida, to customers under the terms and
conditions set forth herein. The Franchisee shall not enter into any service agreements within the City that
replace existing non-roll-off/compactor dumpster service other than as provided herein.
The frequency, type and nature of the collection service of commercial waste shall be as established
individually between the person controlling the real property and the Franchisee. The Franchisee shall
comply with all applicable local, state and federal laws, codes, ordinances, resolutions, rules and regulations.
The Franchisee shall provide all labor, materials, equipment, tools, machinery, facilities, supervision,
skills, and other services to provide the collection services required herein. The Franchisee shall pay, at its
expense, all costs, expenses, license fees, and charges required to perform the collection services including
disposal charges at a State of Florida licensed solid waste facility.
:
FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 2 of 8
The relationship between the parties shall be limited to performance of this Agreement solely in
accordance with its terms. No party shall have any responsibility whatsoever with respect to services
provided or contractual obligations assumed by the other party and nothing in this Agreement shall be
deemed to constitute either party a partner, agent, or legal representative of the other party or to create any
fiduciary relationship. The Franchisee's status shall be that of an independent contractor.
ARTICLE 3 - PAYMENT
3.1 RATES, BILLING and FEES
A. The Franchisee shall be responsible for the billing, collection and incidental costs of fulfilling the contract
agreements with parties being serviced.
B. The Franchisee shall submit a franchise fee to the City of 15% of total invoiced billing for all Commercial
Refuse Service rendered in the City. The franchise fee shall be applied to all charges for service
rendered, i.e. Pull charge, Disposal charge, Short term or frequency based container rental charge and
other authorized charges. The franchise fee shall not apply to long term equipment leases for
compactors or other mechanized specialty equipment.
C. The Franchisee shall submit a recycling fee to the City of $ .50 per cubic yard collected for all
commercial refuse service rendered within the City of Sanford.
D. The Franchisee shall charge rates for roll-off and roll-off compactor collection services as indicated on
the Bid documents, (Bid # 96/97--21), provided by the Franchisee and attached hereto. The rates are
to be calculated by subtotaling: putt charges - disposal charges - rental charges - other applicable
charges, plus a Franchise fee of fifteen percent (t5%) of the subtotal charges, plus a Recycling fee of
fifty cents ($0.50) per cubic yard of service rendered.
E. The Franchisee shall pay to the City the applicable franchise and recycling fees as set by the City
Commission by the 20th of the month following provision of the service.
F. The City reserves the right to change the amount of franchise and recycling fees. The City will notify
the Franchisee of any such fee change at least thirty days prior to the effective date.
ARTICLE 4 - INDEMNIFICATION
The Franchisee shall at all times defend, indemnify, protect, hold harmless, and exempt the City, its officers,
agents, servants, employees and subcontractors, from any and all penalty, damage, or charges arising out
of claims, suits arising out of claims, suits, demands, causes of action, or award of damages whether
compensatory or punitive, or expenses arising therefrom, including the City's attorneys fees, either at law
or in equity, which might be claimed now or in the future, including any payments required by the Worker's
'Compensation law, which may arise out of or be caused by the operation of performance, operation, main-
tenance, repair, installation, replacement or removal of any site, building, equipment, or vehicle within the
Franchisee's solid waste collection system and which is caused by a negligent or intentional act or omission
of the Franchisee, its officers, agents, servants, employees, and subcontractors.
The Franchisee shall pay, and by its acceptance of this franchise, the Franchisee specifically agrees that
it will pay, all damages and penalties which the City legally may be required to pay as a result of the
granting or extension of this franchise. Such damages or penalties shall include, but shall not be limited to,
damages arising out of copyright infringements, anti-trust violations, and all other damages arising out of
or relating to its operation and maintenance of a commercial solid waste collection and disposal business,
whether or not any act or omission complained of is authorized, allowed or prohibited by this franchise.
ARTICLE 5 - TERM
5.1 FRANCHISE AGREEMENT
A. The term of this agreement shall be for five years beginning on January 1, 1997 and terminating on
December 31, 2002. The term shall consist of (5) consecutive annual periods:
The first from- January 1, 1997 through December 31, 1998,
The second from- January 1, 1998 through December 31, 1999,
The third from- January 1, 1999 through December 31, 2000,
The fourth from- January 1, 2000 through December 31, 2001,
The fifth from- January 1, 2001 through December 31, 2002,
The franchise agreement shall remain in force unless either party terminates the agreement by giving
written notice of termination at least ninety (90) days prior to the expiration of any annual period.
B. Rates as stated in Article 3 section 3.1, D, and in the Franchisees' bid, (Bid-96/97-21), shall remain firm
FRANCHISE AGREEMENT - SOLID WASTE SERVICE
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for the full term of this agreement. Rate adjustments may be considered at the end of each annual term
providing that the Franchisee submits a request at least ninety (90) days prior to the end of any annual
term. The Franchisee must provide adequate justification of the need for any rate increase. Such
justification must be submitted with adequate financial records or information to document the necessity
for an increase. Any request for a rate increase which exceeds the local Consumer Price Index for
Urban Wage Earners and Clerical Workers, published by the U.S. Department of Labor - Bureau of Labor
Statistics, since the date of the execution of this agreement or since the date of the last adjustment must
be justified by adequate financial data to document financial hardship for the Franchisee. No rate
adjustments will be considered or allowed within each annual term. All rate adjustments are subject to
final approval by the City Commission operating in public session, whose decision shall be final.
ARTICLE 6 - STATEMENT OF ASSURANCE
The Franchisee, for the Term of this Agreement, assures the City that said Franchisee will not on the
grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form
or manner against said Franchisee's employees or applicants for employment (as provided in Title VI of the
1964 Civil Rights Act, and the Florida Human Rights Act of 1977) and understands and agrees that this
Agreement is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Franchisee
herein assures the City that said Franchisee will comply with Title VI of the Civil Rights Act of 1964 when
fed era! grant(s) is/are involved. O~her applicable Federal and State laws, Executive Orders, and regulations
prohibiting discrimination as hereinabove referenced are included by this reference thereto. This Statement
of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within it protective
range of applicability.
ARTICLE 7 - RESPONSIBILITIES OF FRANCHISEE
7.1 EQUIPMENT and PERSONNEL
The Franchisee shall do all the work and furnish at its own expense all labor, materials, equipment, and other
facilities, as may be necessary and proper for performing and completing the work under this Agreement.
The work shall be performed in accordance with the true intent and meaning of this agreement. Unless
otherwise expressly provided, the work must be performed in accordance with the best modern practices,
with workmanship of the highest quality, all as determined by and entirely to the satisfaction of the City.
Unless otherwise expressly provided, the means and methods of collection shall be such as the
Franchisee may choose, subject, however, to the approval of the City. Only adequate and safe procedures,
methods, and equipment shall be used-
7.2 COMMERCIAL COLLECTION SERVICE
The Franchisee shall not provide service to any account until the Franchisee has notified the City's Solid
Waste Division and the Franchisee has received authorization for that account from the City. The City shall
be provided with a copy of the service agreement for each account within one week of providing service.
Copies may be forwarded to the Solid Waste Division by mail or by telefax to (407) 330-5666.
The Franchisee shall collect and remove all properly contained Solid Waste placed in accordance with
City Ordinance No. 3066 and 3070. The nature and frequency of Commercial Collection Service shall be
as agreed between the Customer and Franchisee.
Commercial Collection Service shall not be conducted before 5:30 a.m or after 9:00 p.m. No collection
shall be made on Sunday except for restaurants and hospitals. The Franchisee shall maintain and keep up-
to-date all such records and files as necessary to document the collection service.
7.3 REPORTING of RECYCLABLE and SOLID WASTE COLLECTION MATERIAL
The Franchisee shall keep records of all recyciable and solid waste materials picked up in the City. Such
records shall consist, at a minimum, of the net weight of each type of recyclable material collected, the
volume and weight of all other solid waste collected (yard waste, institutional, demolition, etc.) and all
charges (pull charge, rental fee, tipping fee, equipment lease charge, franchise & recycling fees and other
charges) for each account. A calendar months' report shall be provided to the City with a complete list of
all accounts. The report shall include the following information: each type of material, volume (cu. yards)
and/or weight of each material, the date of collection, a subtotal of all charges; pull charge, rental fee,
tipping fee, equipment lease charge, franchise & recycling fees and other charges for each account and a
grand total of all subtotals for the reporting month. The calendar month report shall be forwarded by the
.... FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 4 of 8
20th of the following month, failure to do so shall result in a $50.00 fine per day that the report is late.
7.4 PROVISION of COMMERCIAL ROLL-OFF/COMPACTOR CONTAINERS
The Franchisee shall provide roll-off and other large containers to all authorized commercial collection
service customers requesting them. The type, number, and location of such containers shall be as agreed
between the Customer and Franchisee. In the event that a customer fails to comply with the contract
agreement and his service is discontinued by reason of nonpayment, the City must be promptly notified in
order to take appropriate action for sanitation purposes.
The Franchisee also shall be responsible for the care and maintenance of the roll-off containers supplied
and shall hold the City harmless for any and all liabilities arising out of the use thereof.
For privately owned roll-off containers, the Franchisee shall hold the City harmless for any damages to
the roll-off containers or liabilities associated therewith arising out of utilization of such roll-off containers.
7.5 FREE SERVICE
The Franchisee shall not provide free collection, transportation, or disposal of solid waste services without
the express written approval of the City.
7.6 SUITABLE CONTAINERS
Any privately owned container which is in disrepair so as to cause a hazard to the public, or the Franchisee,
may be condemned and so marked by the Franchisee. The Franchisee must notify the City of within two
(2) days of marking such containers. Containers so marked may be picked up and removed by the
Franchisee after two weeks following the marking of the container if it has not been replaced or repaired by
the Owner.
7.7 PRESERVATION of PROPERTY
The Franchisee shall preserve from damage all property along the mute of the collection services, or which
is in the vicinity of or is in any way affected by the performance of the collection services. Franchisee shall
locate containers in areas that allow access without driving over curbing, sidewalks and other public
appurtenances. This applies, but is not limited, to the public utilities, trees, lawn areas, building monuments
or markers, fences, pipe and underground structures, public streets, (except natural wear and tear of streets
resulting from legitimate use thereof). Wherever such property is damaged due to the activities of the
Franchisee, it shall be immediately restored to its original condition by the Franchisee at its own expense.
If the Franchisee fails to restore such property, the City may upon 48 hours written notice to the Franchisee,
proceed to repair, rebuild, or otherwise restore such property as may be deemed necessary, and to bill the
cost thereof to the Franchisee.
7.8 SPILLAGE and/or LITTER
The Franchisee shall be responsible for picking up and/or removing any spillage or litter resulting from the
performance of the collection services by the Franchisee. Areas of spilled trash adjacent to commercial
collection containers not caused by the Franchisee shall be cleaned up by the Franchisee or the customer,
7.9 IDENTIFICATION
All solid waste collection vehicles and equipment operated by the Franchisee shall be clearly marked with
the name of the Franchisee and its telephone number. All employees of the Franchisee shall display identifi-
cation showing them as employees of the firm.
7.10 OFFICE
The Franchisee shall maintain an office with regular business hours, five days per week, Monday through
Friday, and shall have adequate personnel and facilities in said office to receive and duly respond to
complaints and questions made or raised by Customers of the Franchisee during regular business hours.
The Franchisee shall provide to the City a list phone numbers of persons who could be contacted for
emergencies or after business hours complaints.
7.11 BOOKS and RECORDS
The Franchisee shall keep records of wastes collected and charges therefor, and the City shall have the right
to review those records which in any way pertain to the payments due it as well as the billing of all
FRANCHISE AGREEMENT - SOLID WASTE SERVICE
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customers by the Franchisee. The Franchisee's auditors shall certify to the City the accuracy of these
records. The City shall have the right to conduct a financial audit performed by an accountant in
accordance with generally accepted accounting principles, when determined necessary by the City. All
information so obtained shall be confidential and shall not be released by the City unless expressly
authorized in writing by the Franchisee or required under applicable law. The Franchisee will be responsible
for the monthly billing of the customer and the City shall be provided with a monthly report as required in
Article 7 - section 7.3 herein.
7.12 PERMITS and LICENSES
The Franchisee shall obtain at its own expense all permits and licenses required by law or ordinance and
maintain same in full force and effect.
7.13 COMPLAINTS
If the Franchisee receives any complaints from customers or other persons on the quality of service, use
of equipment, method of collection, or other matters, then the Franchisee shall respond to the matter within
twenty-four hours of receipt, 48 hours if such complaint occurs on a weekend, and resolve the matter within
seventy-two hours of receipt. Further, the Franchisee shall fully cooperate with the City in addressing such
complaints. The Franchisee shall maintain an up-to-date file listing all complaints received and the
Franchisee's response or action taken with respect thereto. The City shall receive a copy of the complaint
listing on a rnof,,thly basis.
7.14 COMMUNITY SERVICE
The Franchisee shall provide emergency response services as directed by the City Manager, which
emergency response service would be performed immediately by the Franchisee in accommodation of the
emergency nature of the service requirement, and for which reasonable compensation to the Franchisee
shall be negotiated with the City Manager after emergency services have been rendered.
ARTICLE 8 - SPECIAL CONDITIONS
8.1 REPRESENTATIVES
The authorized representative of the City for purposes of this Agreement shall be the Public Works Director.
The authorized representative of the Franchisee for purposes of this agreement shall be the Division
Manager. Either party may change its representative upon five days written notice to the other party.
8.2 INSURANCE
The Franchisee will have and maintain such insurance as will protect it from claims under workers
Compensation Laws; disability benefit laws, or other similar employee benefit laws; from claims for damages
because of bodily injury, occupational sickness or disease, or death of his employees including claims for
damages because of bodily injury, sickness or disease, or death of any person other than his employees,
including claims insured by usual personal injury liability coverage; and from claims for injury to or
destruction of tangible property including loss of use resulting therefrom -- any or all of which may arise out
of or result from the Franchisee's operations under the Agreement, whether such operations be by himself
or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of
them may be legally liable. This insurance shall be written for not less than any limits of liability specified
or required by law, whichever is greater. Within 30 days, the Franchisee will file with the City certificates of
such insurance, acceptable to the City; these certificates shall contain a provision that the coverage afforded
under the policies will not be canceled or materially change until at least thirty days prior written notice has
been given to the City.
INSURANCE REQUIRED:
A. General: Before starting and until completion of the term of the Agreement, the Franchisee shall procure
and maintain insurance of the types and to the limits specified in Paragraphs B (1) through (3) inclusive
below.
B. Coverage: The amounts and types of insurance shall conform to the following minimum requirements:
1. Worker's Compensation - Coverage to apply for all employees for Statutory Limits in compliance
with the applicable state and federal laws. In addition, the policy must include the following:
a. Employer's Liability with a limit of $100,000 each accident.
b. Notice of Cancellation and/or Restriction - The policy must be endorsed to provide the owner
FRANCHISE AGREEMENT - SOLID WASTE SERVICE
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thirty (30) days written notice of cancellation and/or restriction.
2. Comprehensive General Liability - Coverage must be afforded on a form no more restrictive than
the latest edition of the Comprehensive General Liability Policy filed by the Insurance Services Office
and must include:
a. Minimum limits of $1,000,000 per occurrence and $5,000,000 aggregate combined single limit
for Bodily Injury Liability and Property Damage Liability on,
b. Premises and/or Operations,
c. Independent Contractors,
d. Additional Insured - The City is to be specifically named as an additional insured, and
e. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the City with
thirty (30) days written notice of cancellation and/or restriction.
3. Comprehensive Automobile Liability: Coverage must be afforded on a form no more restrictive than
the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Services
Office and must include:
a. Minimum limit of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and
Property Damage Liability on
b. Owned Vehicles,
c. Hired and Non-Owned Vehicles,
d Employee Non-Ownership, and
e. Notice o~ Cancellation and/or Restriction. The policy must be endorsed to provide the City with
thirty (30) days written notice of cancellation and/or restriction,
4. Certificates of Insurance and Copies of Policies: Certificates of Insurance in triplicate evidencing the
insurance coverage specified in the previous paragraphs 8.2 (B) (1) - (3) inclusive, and certified
copies of the bond required by paragraph 8.2 (B) (4) shall be filed with the City before operations
are begun. The required certificates of insurance not only shall name the types of policies provided,
but also shall refer specifically to this contract and section and the above paragraphs in accordance
with which insurance is being furnished, and shall state that such insurance is as required by such
paragraphs of this contract.
If the initial insurance expires prior to the expiration of this agreement, renewal certificates of
insurance and required copies of policies shall be fumished thirty (30) days prior to the date of their
expiration.
The following cancellation clause must appear on the Certificate of Insurance. The present
Cancellation Clause appearing on the Certificate must be X'd out and initialled by the Agent of the
Insurer.
"'Cancellation - Should any of the above described policies be canceled before the stated
expiration date thereof, insurer will not cancel same until at least 30 days prior written notice
(by certified mail) has been given to the City of Sanford, the below named certificate holder.
This prior notice provision is a part of the above described policies. Job Location: City of
Sanford."
5. Performance and payment bonds: The Franchisee shall furnish to the City a security bond insuring
the faithful performance of this agreement and executed by a surety company with a Best rating of
A or greater with a financial size category of five or better, licensed to do business within the State
of Florida and on the list of federally approved bond companies. Said bond shall be in an amount
deemed by the City and the Pranchisee to be reasonable and necessary to enable the City to
receive payment of the franchise and recycling fees provided for by this agreement, and to obtain
equipment and personnel to maintain commercial roll-off collection for a three (3) month period in
the event that the Franohisee becomes insolvent or fails to fulfill the terms and conditions set forth
herein. For the purposes of the security bond the gross annual amount of revenues and
franchise/recycling fees to be generated by this agreement is estimated to be two hundred
thousand dollars ($200,000). The bond amount necessary to assure performance of the Franohisees
duties and payment of franchise and recycling fees for three (3) months is fifty thousand ($50,000).
The estimated gross annual amount is subject to review and adjustment to more accurately reflect
the actual value of the franchise after each annual period. Prior to execution of this agreement, the
City shall require the Franchisee to furnish such bonds in such form as is acceptable to the City.
8.3 Transfer of Ownership
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This Agreement shall not be assigned or transferred, or if a corporation, controlling interest in the
corporation shall not be sold without the consent of the City of Sanford, which consent if given shall be
evidenced by a resolution of the City Commission.
8.4 Notice of Default and Default of Contract
Should the Franchisee abandon or delay unnecessarily the performance of, or in any manner refuse or fail
to comply with any of the terms of this Agreement or neglect or refuse to comply with the instructions of
the City relative thereto, the City shall notify the Franchisee, in writing, of such abandonment, delay, refusal,
failure, or neglect and direct the Franchisee to comply with all provisions of the Agreement. Copies of such
written notice shall be mailed to the surety that issued the performance and payment bonds and be present-
ed to the City Commission for action. The City Commission shall hear the matter at an open session within
fourteen (14) days after receipt of such written notice from the City and shall make a determination within
seven (7) days after hearing by the City Commission whether or not the action in question is a breach of
the terms of this Contract. The Franchisee agrees to be present at such hearing and show cause why it has
abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement.
Should the Franchisee fail to appear or fail to show cause why it has abandoned, delayed, refused, failed
or neglected to comply with the terms of the Agreement satisfactory to the City Commission, such
Commission may declare a default of the Agreement and notify the Franchisee and the surety that issued
the performance and payment bond of such declaration of default, and the City Commission may take such
other action as it may deem advisable.
Upon receipt by the City of such declaration of default, the Franchisee agrees upon request of the City
that he will discontinue the work and that the City of Sanford will provide the collection services to all of the
franchise collectors customers.
8.5 Decisions of Questions
To prevent disputes, it is understood that questions arising as to the proper performance and the amount
to be paid for under this Agreement shall be decided by the City Manager of Sanford, subject to the right
of Franchisee to appeal to the City Commission, whose decision shall be final.
8.6 Force Majeure
Notwithstanding any provision other than as set forth in this Section, Force Majeure, the performance of this
Agreement may be suspended and the obligations thereunder excused in the event that such performance
is prevented by an event beyond the control of the Franchisee (Force Majeure) and the Franchisee acts in
the following manner:
1. As a condition precedent the Franchisee shall notify in writing within 48 hours, and affirmatively prove
within seven days to the City the occurrence of a force majeure event and the time delay thereby to the
performance of the provisions of this Agreement.
2. Should the City find that a Force Majeure event has occurred, it shall extend the time for Performance
accordingly. Provided that in the event the City, exercising its reasonable discretion, finds that the Force
Majeure event will prevent or alter performance or for such a period of time as to make performance
unreasonable, the City may declare the Agreement terminated.
3. A force majeure is defined for the purpose of this Agreement as:
Compliance with any order of any governmental authority or court, acts of war, rebellion, insurrection,
sabotage or damage resulting therefrom, fires, floods, explosions,washouts, or events similar to these
above. Provided that any Force Majeure event or its effects must be affirmatively shown to have been
beyond the reasonable control of the Franchisee.
The parties further recognize that the provision of Section 8.6 shall in no way limit the Franchisee's
duty, as otherwise specified herein, to secure all necessary permits and comply with all applicable laws,
regulation, or permit conditions. Any administrative or legal proceedings required to be carried out by
the Franchisee shall be pursued until all available appeals have been exhausted, unless written
instruction to the contract is received from the City Commission.
8.7 Severability
If any part, section, subsection, or other portion of this Solid Waste Franchise Agreement is declared void,
unconstitutional, or invalid for any reason, such part, section, subsection, or other portion, or the prescribed
application thereof, shall be severable, and the remaining provisions of this Agreement, and all applications
FRANCHISE AGREEMENT - SOLID WASTE SERVICE
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thereof not having been declared void, unconstitutional, or invalid shall remain in full force and effect. The
City and Franchisee declare that no invalid or illegal inducement has been given or offered for the execution
of this Agreement.
8.8 Modifications to contract due to public welfare or change in law:
The City shall have the unilateral right to make changes in this Franchise Agreement as the result of changes
in law and to impose new and reasonable rules and regulations on the Franchisee under this Agreement
relative to the scope and methods of providing Commercial and Recycling Collections Services as shall from
time to time be necessary and desirable for the public welfare. The City shall give the Franchisee reasonable
notice of any proposed change and an opportunity to be heard concerning those matters. The scope and
method of providing Commercial and Recycling Collection Services as referenced herein shall also be
liberally construed to include, but is not limited to the manner, procedures, operations and obligations,
financial or otherwise, of the Franchisee. The City and the Franchisee understand and agree that the 1988
Florida Legislature has made comprehensive changes in Solid Waste Management legislation and that these
and other changes in law in the future which mandate certain actions or programs for counties or
municipalities may require changes or modifications in some of the terms, conditions or obligations under
this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function
contrary to law. The City and the 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.
IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be
duly executed, in triplicate, this 2nd day of January , 1997.
CITY OF SANFORD, FLORIDA
rvla:~ ~''~' '~
Bettye D. Smith
Attest:
FRANCHISEE
Name (typed or printed)
Title
Date & Seal