1039-Solid Waste Franchise Agrmnt-1st Amendment & Termination-DATED
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MEMORANDU
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Re:
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Sherman Yehl, City Manager (via hand delivery) .(/. ., '..\/J.{V,v1'\ /
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Kenneth W. Mcintosh, Assistant City AttorneLr . ..B(V,( l."/}-.)
December 13, 2006 l^-":r '
City of Sanford I Waste Services, Inc. - First Amendment~r.nd "riliJ.. 'I. r )
Termination Agreement to Franchise Agreement \\,~......
Kristi Aday, Deputy City Manager (via hand delivery) . ".,1,,': (YJiL
Tom George, Public Works Director (via hand delivery) < \ ,
James Poulalion, Finance Director (via hand delivery) ;/.' (' )\-r'~
Emily McCabe, Solid Waste Coordinator (via hand delivery) l/J \
Paul Chipok, Esquire (via facsimile 407-244-5690)
William L. Colbert, City Attorney
Stenstrom} MCIntosh} Colbert} whigham & partlow} P.A.
1001 Heathrow Park Lane} Suite 4001
Lake Mar~} Florioa 32-746
(407) 322-2171
To:
From:
Date:
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.
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FIRST AMENDMENT AND TERMINATION AGREEMENT TO FRANCHISE
AGREEMENT
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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 munieipal 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 eorporation 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 "Contraetor".
WITNESSETH:
WHEREAS, the City and the Contractor are parties to the above-described
Franehise Agreement (the "Franehise 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 Contraetor have agreed to terminate the Franehise
Agreement effective May 31,2007 and to amend certain terms ofthe Franehise Agreement
in the period between the date hereof and the Termination Date.
NOW THEREFORE, in eonsideration of the promises and mutual eovenants herein
contained, the parties hereto intending to be legally bound, hereby agree as follows:
Section 1 - Termination
1.01 Recitals/Definitions. The above reeitals (whereas clauses) are true and correct and
provide a material part of the eonsideration of this Agreement upon which the
parties have relied.
1.02 Termination of Franchise Aqreement. 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 replaeed with the following: "The term of this 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 eontracted serviees 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 sueh other documentation and other information as may be required
for a smooth transition to the new contractor(s).
1.03 Containers and Compaetor Containers. The City will require the new contraetor 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
eontinue 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 serviees performed by the Contractor in aecordance with the terms
of the Franchise Agreement. During the term of this Agreement all current eharges
to eustomers of the City of Sanford shall remain the same as of the date of this
Agreement and will not be subject to inerease. 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 inereases 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 Contraetor in the period Oetober 1, 2004 to May 31, 2007
provided the rate of acceptable failures as set forth in Exhibit 1, which is attaehed
hereto and incorporated herein, is not exceeded during the Interim Period. The rate
of acceptable failures and the reimbursement amount of eaeh eategory are to be
calculated independently for eaeh category. Payment for suceessful completion and
reimbursement is to be calculated on a eategory by eategory basis and not
eumulatively.
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.
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The Sanford Facility shall operate in aecordance with the conditions and
eommitments eontained in the City of Sanford Development Order No. 03-0058 and
Florida Department of Environmental Regulation Permit/Certification Number S059-
0203666-001. The Contraetor may proeess and recycle all source separated
recyclable materials and eommercial cardboard eollected within the City of Sanford
at the Sanford Facility. Contractor will pay the City for commercial recyclables
delivered to the Sanford Facility in aecordance with the Official Board Markets for
reeyclable 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 aetivity 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 Proteetion.
3.02 Remainder of Agreement. Except as speeifically modified by this First Amendment
and Termination Agreement, the remainder of the Franchise Agreement shall
remain in full force and effect.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHREOF, the parties have duly exeeuted this Agreement this lit']' < V
day of December, 2006. 0
Attest:
(Corporate Seal)
Waste Services of Florida, Inc., a
Delaware corporation and suceessor
to Florida Recycling Services, Inc.
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Printed Name A
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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
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