1039-Solid Waste Franchise Agrmt-1st Amendment & Termination-NOT DATED
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MEMORANDU
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Date:
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Sherman Yehl, City Manager (via hand delivery) .1J(/" '.,\ ,'&"i,J,\ Vi ,;\ /
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Kenneth W. Mcintosh, Assistant City AttorneL( B(/L-J,
December 13, 2006 IN -
Stenstrom} MCIntosb} Colber~ wbigbam & partlow} P.A.
1001 Heatbrow Park Lane} Suite 4001
Lake Mar~} Florioa 32.746
(407) 32.2.-2.171
To:
From:
Re:
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City of Sanford I Waste Services, Inc. - First Amendment and pJ", 'l
Termination Agreement to Franchise Agreement }" J'f ,'. ,1-/
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Kristi Aday, Deputy City Manager (via hand delivery) .' I V
Tom George, Public Works Director (via hand delivery) <l" \ 1
James Poulalion, Finance Director (via hand delivery) / (\ -(~
Emily McCabe, Solid Waste Coordinator (via hand delivery) U\ \
Paul Chipok, Esquire (via facsimile 407-244-5690)
William L. Colbert, City Attorney
xc:
Waste Services, Inc. 's First Amendment and Termination Agreement to Franchise
Agreement is now ready for execution in duplicate by the City.
Mr. CHipok indicates that Don Groseclose will come to your site to sign if you will
call him.
Monthly reporting has been added pursuant to instructions from the Commission as
Section 3.01 under General Matters.
The Agreement is ready for final action. Please call if there are any questions.
1:\Danielle\KWMc\Cities\SANFORD\Waste Services, Inc\Memo to CM re final agr-2.wpd
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FIRST AMENDMENT AND TERMINATION AGREEMENT TO FRANCHISE
AGREEMENT
'(
THIS FIRST AMENDMENT and TERMINATION AGREEMENT to a FRANCHISE
AGREEMENT made and entered into the 2ih day of September, 2004 by and between the
CITY OF SANFORD, a Florida municipal corporation whose address is 300 North Park
Avenue, Sanford, Florida 32771, hereinafter referred to as the "City" and WASTE
SERVICES OF FLORIDA, INC., a Delaware corporation authorized to do business in the
State of Florida and the successor corporation to FLORIDA RECYCLING SERVICES,
INC., a Delaware corporation by merger in February, 2004, whose address is 1099 Miller
Drive, Altamonte Springs, Florida 32701, and whose mailing address is 1122 International
Blvd., Suite 601, Burlington, Ontario L7L 6Z8, hereinafter referred to as the "Contractor".
WITNESSETH:
WHEREAS, the City and the Contractor are parties to the above-described
Franchise Agreement (the "Franchise Agreement") providing for the collection, transport
and disposal by the Contractor of residential and commercial solid waste, recyclables and
related material in the City; and
WHEREAS, the City and the Contractor have agreed to terminate the Franchise
Agreement effective May 31, 2007 and to amend certain terms of the Franchise Agreement
in the period between the date hereof and the Termination Date.
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties hereto intending to be legally bound, hereby agree as follows:
Section 1 - Termination
1.01 Recitals/Definitions. The above recitals (whereas clauses) are true and correct and
provide a material part of the consideration of this Agreement upon which the
parties have relied.
1.02 Termination of Franchise Agreement. The City and the Contractor agree to
terminate the Franchise Agreement effective May 31, 2007 ( the "Termination
Date".) Accordingly, the first sentence of Section 2 of the Franchise Agreement is
deleted and replaced with the following: "The term ofthis Contract shall commence
on October 1, 2004 and expire on May 31, 2007." In the sixty (60) days prior to the
Termination Date (the "Transition Period"), the Contractor will assist the City in the
transition of the contracted services to one or more new contractors designated by
the City. In particular, in the Transition Period, in addition to any obligations of the
Contractor set out in the Franchise Agreement, the Contractor will:
(a) provide the City with a listing of commercial customers, the number and size
of containers per customer and the number of pick-ups per week for each
customer.
(b) provide such other documentation and other information as may be required
for a smooth transition to the new contractor(s).
1.03 Containers and Compactor Containers. The City will require the new contractor to
either purchase from Contractor at their then market value or swap all roll-off and
roll-off compactor containers, and all front-load and front-load compactor containers
provided by the Contractor with roll-off and front-load containers and roll-off and
front load compactor containers provided by the new contractor within sixty (60)
days of the Termination Date. The Contractor acknowledges that title to all recycling
bins provided by the Contractor and in the possession of any residential unit or
commercial unit at the Termination Date vests in the City at the Termination Date.
Section 2 - Interim Period Operation
2.01 Interim Period Operation. Throughout the period between the date of this
Agreement and the Termination Date (the "Interim Period"), the Contractor will
continue to provide the collection, transport and disposal services set out in and in
compliance with the terms of the Franchise Agreement. The City will pay the
Contractor for all services performed by the Contractor in accordance with the terms
of the Franchise Agreement. During the term of this Agreement all current charges
to customers of the City of Sanford shall remain the same as of the date of this
Agreement and will not be subject to increase. The final payment to the Contractor
for services rendered through the Termination Date will be made no later than June
20, 2007. Final adjustments for fuel cost increases pursuant to Section 10.10 of the
Franchise Agreement for the Interim Period shall be submitted to the City no later
than June 30, 2007 and will be considered by the City Commission no later than
August 31,2007 contingent upon submittal by June 30,2007 in the existing format
as approved by the City.
2.02 Repavment of Prior liQuidated DamaQes Assessments. The City agrees that it will
pay to the Contractor no later than June 20, 2007, up to fifty percent (50%)
reimbursement of liquidated damages assessed against the Contractor in the period
from October 1, 2004 through May 31, 2007, representing the liquidated damages
assessed against the Contractor in the period October 1, 2004 to May 31, 2007
provided the rate of acceptable failures as set forth in Exhibit 1, which is attached
hereto and incorporated herein, is not exceeded during the Interim Period. The rate
of acceptable failures and the reimbursement amount of each category are to be
calculated independently for each category. Payment for successful completion and
reimbursement is to be calculated on a category by category basis and not
cumulatively.
2.03 DesiQnated Facility. Effective the date of execution of this Agreement through the
Termination Date, the City designates the Sanford Recycling and Transfer Station
(the "Sanford Facility") at 563 North White Cedar Road, Sanford as a Designated
Materials Recycling Facility pursuant to Section 15.1 of the Franchise Agreement.
Page 2 of 4
The Sanford Facility shall operate in accordance with the conditions and
commitments contained in the City of Sanford Development Order No. 03-0058 and
Florida Department of Environmental Regulation Permit/Certification Number S059-
0203666-001. The Contractor may process and recycle all source separated
recyclable materials and commercial cardboard collected within the City of Sanford
at the Sanford Facility. Contractor will pay the City for commercial recyclables
delivered to the Sanford Facility in accordance with the Official Board Markets for
recyclable commodities ("Yellow Sheets") less a $30.00/ton processing fee which is
deemed to be the normal and appropriate recyclable processing fee.
Section 3. General Matters
3.01 Contractor will supply monthly volume activity reports for the Sanford Transfer and
Recycling Facility to the City in addition to the quarterly reports as presently required
by the Florida Department of Environmental Protection.
3.02 Remainder of Agreement. Except as specifically modified by this First Amendment
and Termination Agreement, the remainder of the Franchise Agreement shall
remain in full force and effect.
SIGNATURE PAGE FOllOWS
Page 3 of 4
IN WITNESS WHREOF, the parties have duly executed this Agreement this [
day of December, 2006.
<~
Attest:
(Corporate Seal)
Waste Services of Florida, Inc., a
Delaware corporation and successor
to Florida Recycling Services, Inc.
A-
Slgnatu
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Printed Name A-
Xe C/o)..) 6e~ oral) ~itk C'~
Title
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Ivan R.Cairns, Secretary
Attest:
City of Sanford, Florida
A municipal corporation
Robert (Sh an) Yehl
(As approved by the City Commission)
Approved as to form:
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William L. Colbert, City Attorney
Page 4 of 4