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1164-Waste Pro of Florida, Inc. CO(\ - \ \ ~ ~ RESIDENTIAL AND COMMERCIAL SOLID WASTE AND RECYCLABLE MATERIALS, AND RELATED MATERIALS COLLECTION, TRANSPORT, AND DISPOSAL SERVICES FRANCHISE AGREEMENT ~.. SECTION 1: RECIT ALS/DEFINITIONS OF CONTENTS ......................................................................................3 S EC TI 0 N 2: CONTRACTU A L DOCUM EN TS ............................. ............... ...... ....... ....... ........ ............ ...................... 3 SECTION 3: EXCLUSIVITY, TERMS OF AGREEMENT - COMMENCEMENT OF WORK.....................4 SECTION 4: IND E MNIFI CA TI 0 N/LIA BILITY ........................................................................................................4 SEC TI 0 N 5 : PAY MENT P R OCE D U RE ...................................... ............................... ................................... .............. 5 SECTION 6: CONTRACTOR'S RELATION TO CITY ...........................................................................................5 SECTION 7: GUARANTEE OF PERFORMANCE ................................................................................................... 7 SECTION 8: EMPLOYMENT AND WORKING CONDITIONS ...........................................................................8 SECTION 9 : REPORTS 0 F OPERA TI 0 N S ................................................................................................................ 8 S EC TI 0 N 1 0: REC 0 RDS .............. ................................................... ............... .............. ......... ................... ...................... 9 S EC TI 0 N 11: IN S URAN C E.................. ..................................................... ......... ............. ............................... ................ 9 SECTION 12: LI QUIDA TED DAMAG ES .................................................................................................................12 SECTION 13: RATE IN CREAS ES ..............................................................................................................................15 SECTION 14: OPERA TI 0 NS DURIN G D ISP UTE ..................................................................................................15 SECTION 15: INTERPRET A TlON/ APPLICABLE LAW NENUE ......................................................................15 S EC TI 0 N 16: AM END M EN TS ......................... .................................. ........... ................. ........... ........ ................. .........16 SEC TIO N 17: CO MPLIAN C E WITH CITY COD E ................................................................................................16 SECTION 18 : CONFLICTS IN LAN G U A G E............................................................................................................16 SECTION 19: EQUAL OPPORTUNITY EMPLOYMENT ....................................................................................16 S ECTI 0 N 20: BIND IN G EFFECT ................................................................................................................................17 SECTION 21: TIME IS OF THE ESSENCE ...............................................................................................................17 SECTION 22 : CONFLICT OF INTEREST .................................................................................................................17 S EC TIO N 23: ENTIRE A G RE E MEN T .......................................................................................................................17 S EC TI 0 N 24: CO U NTERP AR TS .................................................................................................................................17 This franchise agreement ("Agreement") is made and entered into on the 26th day of February, 2007, by and between the City of Sanford, a Rorida municipal corporation ("City"), and Waste Pro of Florida, Inc. ("Contractor"). WITNESSETH: WHEREAS, the City is duly authorized to grant an exclusive franchise for the collection, transport, and disposal services of solid waste, yard waste, bulk waste, recyclable materials, and construction and demolition debris within the City of Sanford, Rorida, and WHEREAS, the Contractor agrees to pay the Franchise Fees specified and required herein, 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 an exclusive Agreement with the Contractor to provide residential and commercial solid waste, yard waste and construction and demolition debris and residential recyclable materials collection, transportation, and disposal services within the City of Sanford is in the best interest of the public; and WHEREAS, the Contractor represents to the City that the Contractor is capable and competent to provide the services set forth herein for the benefit and advantage of the City and its citizens, residents, businesses and visitors. 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: Recitals/Definitions of contents 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. For the purposes of this Agreement all terms, words and phrases shall be as defined in the City Code, Chapter 86, Solid Waste, as may be amended from time-to-time. Section 2: Contractual Documents The Contractual Documents, all of which are attached hereto and made a part hereof, are defined in the General Conditions (Exhibit A) and Special Provisions (Exhibit B) and comprise the entire Agreement with respect to the transactions and services to be provided. Execution of this Agreement is a representation that the Contractor has become familiar with all laws, rules, regulations, ordinances and restrictions applicable to, governing or affecting the services to be provided by Contractor hereunder. Section 3: Exclusivity, Terms of Agreement - Commencement of Work The City grants the Contractor exclusive rights to collect, convey and dispose of all solid waste, yard waste, bulk waste, residential recyclable materials and construction and demolition debris accumulated within the corporate limits of the City for the duration of the Agreement. The initial term of this Agreement shall commence on June P\ 2007 and expire on May 31S\ 2014. Within 180 days before the expiration of the initial term (or any applicable extension), one party may give written notice to the other party of its desire to renew the term of this Agreement for an additional four-year term (up to four such successive four year extensions). If a party shall deliver an Extension Notice to the other party, the parties shall, within 90 days from the date of the Extension Notice, use good faith efforts to negotiate the terms and conditions of such renewal term of this Agreement. Section 4: Indemnification/Liability The Contractor shall be liable for all damages or injury to persons or property caused by its actions, errors, omissions, neglect or mismanagement, or by the actions of any of its officers, agents and employees while engaged in the operations herein authorized, and for any actions or proceedings brought as a result of the award of the franchise or Agreement to the Contractor, to specifically include, but not be limited to, anti-trust actions or proceedings. Should the City be sued therefore, the Contractor shall be notified of such suit and, thereupon, the Contractor shall have the duty to defend the suit. Should judgment be awarded against the City in any such case, the Contractor shall forthwith pay the same and relieve the City of any obligations relating thereto. The Contractor shall indemnify and save harmless the City, its agents, officers and employees from any and all judgments recovered by anyone for personal injury, death or property damage, or any other theory of liability sustained by reason of any of the Contractor's activities permitted by this franchise or for any actions of proceedings brought as a result of the award of this franchise to the Contractor to specifically include, but not limited to, Anti-trust actions or proceedings. The Contractor shall pay all expenses including, but not limited to, defense and legal costs and attorney's fees, in defending against any such claim made against the City or any of the City's agents, officers or employees. The Contractor shall be responsible for any damage to Customer's property, real or personal, which is caused by the act or omission of Contractor or the Contractor's agent in the performance of this Agreement. If the City, upon investigation, finds that the Contractor has failed to completely reimburse the customer for the damaged property for which Contractor is responsible the City may pay the Customer any monetary amount it deems necessary to make the Customer whole and deduct the same from the Contractor's monthly payment. The City also reserves the right to pay all fines, penalties, costs and assessments by any government authority and withhold such amounts from any payments becoming due to Contractor from the City hereunder. Nothing set forth in this Agreement shall be deemed or construed as a waiver of sovereign immunity by the City and the City shall have all rights and protections provided under Section 768.28, Florida Statues, and other applicable law. Section 5: Payment Procedure The City will perform all residential and commercial curbside, alley and front-load billing and collection, and in no event shall customers be liable to the Contractor for any payments in connection to the services provided by the Contractor hereunder. On or before the 20th day of each month after the Work has been performed, Contractor shall submit to City an Application for Payment accompanied by (a) the monthly report as required under Section 13 of the General Conditions; (b) an acknowledged, written statement by Contractor certifying that all insurance and bonds required hereunder are in full force and effect, that all subcontractors and suppliers have been paid from previous requests, and Contractor is not in default under any provision of the Agreement; and (c) any other data as City sole opinion is necessary. The Contractor will perform all roll-off billing and collection. No other fees apply without prior written approval by the City's Representative. The Franchise Fees paid pursuant to this Agreement shall not be added as a separate item on the Customers bill. In the event of a dispute in cost, the City's Representative will make the final determination. On or before the 20th day of each month the Contractor shall remit to the City of Sanford, a franchise fee equal to 15% of the gross revenues billed in the previous month for all sources related to the Contractor's operations in the City for roll-off and roll-off compactor services. The Contractor shall guarantee a minimum annual franchise fee of $200,000. Reports identifying the types and amounts of collections provided and amounts billed shall be submitted to the City along with the payment. Should the City's Representative or the Contractor subsequently discover an error in a report submitted to the City, the Contractor shall submit a revised report and pay the additional Franchise Fee, within 10 days after discovery of said error. Any such payments by City shall be reduced by such amounts as City may otherwise withhold or retain as provided in the Agreement. Section 6: Contractor's Relation to City It is expressly agreed and understood that the Contractor is in all respects an independent contractor as to the Work notwithstanding in certain respects the Contractor is bound to follow the direction of the City's Representative, and the Contractor is in no respect an agent, servant or employee of the City. This Contract specifies the work to be done by the Contractor, but the method to be employed to accomplish this work shall be the responsibility of the Contractor, unless otherwise provided in this Contract. The Contractor without the express written consent of the City Commission shall make no assignment or subcontract of this Agreement or any right occurring under this Agreement in whole or part. The City Commission shall have full discretion to approve or deny, with or without cause, any proposed or actual assignment by the Contractor. In the event of any assignment, the assignee shall fully assume all the liabilities of the Contractor and the assignor shall remain as co-obligor with the assignee as to all liability and obligations under this Agreement. This Agreement is solely for the benefit of the formal parties to this Agreement, and no right or cause of action shall accrue by reason hereof to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon or give any person or entity any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof, other than the parties hereto and their respective representatives, successors and assigns. The City's Representative shall supervise the Contractor's performance of this Contract, and the Contractor shall be so notified in writing by the City's Representative. If at any time during the life of this Contract, performance satisfactory to the City's Representative shall not have been made, the Contractor upon notification by the City's Representative shall increase the force, tools and equipment as needed to perform this Contract properly. If, within 24 hours of the City's notification, the Contractor shall fail to take measures to increase the force, tools and equipment as needed to perform this Contract, the City may elect to temporarily hire equipment and manpower in order to restore the level of service to an acceptable level. The City may claim reimbursement of all costs incurred hereunder from the Contractor's surety and as otherwise available under law. The failure of the City's Representative to give such notification shall not relieve the Contractor of its obligation to perform the work at the time and in the manner specified by this Contract. To prevent misunderstanding and litigation, the City's Representative shall decide any and all questions which may arise concerning the quality and acceptability of the services performed, the sufficiency and performance, the interpretation of Contract provisions, and the acceptable fulfillment of this Contract on the part of the Contractor; and the City's Representative will determine whether or not the amount, quantity, character and quality of the Work performed is satisfactory. The City's Representative shall make such explanation as may be necessary to complete, explain or make definite the provisions of this Contract, and such findings and conclusions shall be final and binding on both parties. Should the Contractor disagree with the determination by the City Representative, Contractor may, within 10 days of such determination, file an appeal with the City Manager or such person that the City Manager may designate to hear such appeals. The Contractor shall furnish to the City's Representative, every reasonable opportunity for ascertaining whether the work as performed is in accordance with the requirements of this Contract. The Contractor shall designate, in writing, the person to serve as its agent and liaison between its organization and the City. The City's Representative may appoint qualified persons to inspect the Contractor's operation and equipment at any reasonable time, and the Contractor shall admit authorized representatives of the City to make such inspections at any reasonable time and place. It is recognized that disagreements may arise between the City and the Contractor with regard to the collection of certain items due to interpretation of the specific language in the Agreement. In the event a disagreement arises and refuse needs to be collected and disposed of, the City's Representative shall notify the Contractor of the location of refuse which has not been collected due to the disagreement between the City and the Contractor, and it shall be the duty of the Contractor to remove all such refuse within four hours of the notice. In the event the Contractor fails to remove the refuse, the City shall remove the refuse and deduct all costs incurred from the next schedule of payment to the Contractor. It is expressly agreed that in no event shall the City be liable or responsible to the Contractor, or to any other person, on account of any stoppage or delay in the work herein provided for, by injunction or other legal or equitable proceedings brought against the Contractor, from, by, or on account of any delay from any cause over which the City has no control. The Contractor shall pay all Federal, State and local taxes, assessments and fees including, but not limited to, sales taxes, social security taxes, workers' compensation expenses and premiums, unemployment insurance expenses and premiums any and all other required taxes, expenses, charges, assessments and fees which may be chargeable against labor, material, equipment, real estate and any other item necessary to and in the performance of this Contract. It shall be the right of the City's Representative to observe closely the solid waste collection, transportation, and disposal operations of the Contractor and if, in the opinion of the City's Representative, there has been a breach of this Contract, the City's Representative shall notify the Contractor, in writing, specifying the manner in which there has been a breach of contract. If, within a period of seven days, the Contractor has not eliminated the condition considered a breach of contract, the City's Representative shall so notify the City Commission and a hearing date shall be set within 15 days of such notice. At that time, the City Commission shall hear the Contractor and the City's Representative and other pertinent individuals, as determined by the City Commission, and shall direct what further action the City, shall take, as hereinafter provided. Any lesser remedial action than cancellation shall not waive the City's right to further remedial action. The City's Representative may assess liquidated damages as set forth in this Contract. Such liquidated damages may be appealed to the City Commission within seven days of being assessed. Decisions of the City Commission shall be final. In the event of a default described herein, the Contractor shall be liable to the City for all damages including, but not limited to, reasonable attorney fees and Court costs. Repeated failure to perform as required by this Contract or repetitive defaults of similar nature shall be grounds for the City to terminate this Contract. The City may, notwithstanding any other provisions of this Agreement, elect to proceed with any legal remedy available to it under the provisions of applicable law in the event of a breach of contract. In situations where an opportunity to cure a breach of this Agreement would result in harm to the public interest, the City shall not be obligated to provide the Contractor with any opportunity to cure any such breach. The failure of the City at any time to require performance by the Contractor of any provisions hereof shall in no way affect the right of the City thereafter to enforce it. Nor shall waiver by the City of any breach of provisions hereof taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. Section 7: Guarantee of Performance The Contractor shall furnish at its own cost, to the City, an irrevocable performance bond, in a form and content approved by the City Attorney, and from a surety approved by the City, for the faithful performance of this Agreement and all of its obligations arising hereunder in the amount of $500,000.00. Said performance bond shall be executed by a surety company approved by City and licensed to do business in the State of florida, with the financial strength and B V qualifications according to the latest edition of Best's Insurance Guide, published by A.M. Best Company. The Contractor shall furnish to the City proof of such bond within 10 days after the execution of this Contract, such proof shall include a statement that the performance bond may not be canceled or altered without at least 30 days prior notice to the City and that said bond shall not expire without the City first having the right to call the performance bond and hold the proceeds as a cash bond or for other purposes consistent with this Agreement. Failure to maintain the performance bond in effect shall be a per se breach of this Franchise Agreement. Maintenance of the performance bond and the performance by the Contractor of all of the obligations under this Section shall not relieve the Contractor of liability under the provisions set forth in this Contract or from any other liability because of any breach hereunder. The performance bond may be "called" in the event of any default hereunder by Contractor. The calling of the performance bond shall in no manner restrict or preclude any additional or further remedies available to the City against the Contractor for breach, default or damages hereunder. Section 8: Employment and Working Conditions The Contractor shall comply with all applicable State and Federal laws relating to wages, hours and all other applicable laws relating to the employment or protection of employees, now or hereafter in effect. No person convicted of (a) crime (s) and/or repeated non-criminal violations of traffic laws which demonstrate a propensity to unfaithfully fulfill the duties of employment such as, but not limited to, larcenous activity, aggravated battery or other violence, those relating to the operation of motor vehicles, and any crime for which civil rights have been removed within two years of the date of service to the City shall be employed by the Contractor. All Subcontractors, Superintendents, Foremen and Workers employed by the Contractor shall be careful and competent. Each employee assigned to drive a vehicle must possess a valid State of Florida driver's license and any other licenses required by law or regulation. The Contractor shall also provide uniforms for all of its employees, which shall be worn at all times when such employees are working in the City. All employees used by the Contractor during the term of this Agreement, shall meet qualifications that will permit the Contractor's performance herein to be carried out harmoniously and without delay. Any employee of the Contractor who acts in an improper fashion, or is incompetent or negligent or is disorderly, dishonest, intoxicated, blasphemous, obscene or grossly discourteous shall be removed from service to the City upon receipt by the Contractor of a written request from the City's Representative that such action be taken. Section 9: Reports of Operations At Contractor's expense, for the term of this Agreement, an independent auditor actively licensed, as a Certified Public Accountant shall make annual audits. Such audits shall set forth a statement of gross receipts of the Contractor for the services rendered under this Agreement, and a statement of the expenses incurred with sufficient detail to indicate the origin of such expenses. Annual audits shall be submitted to the City's Representative on or before August 30th of each year. Said annual audit shall include, but not be limited to, an audit of the actual disposal costs of Contractor in disposing of all residential and commercial solid waste, bulk waste, yard waste, construction and demolition debris and recyclable materials in performance of this Agreement. The Contractor shall maintain and provide to the City's Representative, quarterly, information from the previous quarter, adequate to determine the volume of solid waste collected and any other information required by the City, County or State of Florida to meet the requirements of the Solid Waste Management Act and/or to obtain grant funds from the Solid Waste Management Fund or any other potential governmental grant program. The Contractor will maintain any reporting procedures deemed necessary by the City in order for the City to determine the success of the Recycling Program. In addition, Contractor shall provide such reports, information, and other data as the City may reasonably request or require in order to comply with the provisions of Chapter 403, Part IV, Florida Statutes, and any and all other applicable statutes, rules, regulations, ordinances and inter-local governmental agreements. Section 10: Records Contractor shall maintain books, records, documents, time and costs accounts and other evidence directly related to its performance of services under this Agreement. The City, or any of its duly authorized representatives, shall have access within 24 hours notice to such books, records, documents time records and cost accounts and other evidence for inspection, audit and copying. Copying of the Contractor's books, records, documents, time records and cost accounts and other evidence shall be at the City's expense. The Contractor shall maintain and allow access to the records required under this Section for a period of five years after the completion of the services provided under this Agreement and date of final payment for said services, or date of termination of this Agreement. The City may perform, or cause to have performed, an audit of the records of Contractor before or after payments to support payments. This audit shall be performed at a time mutually agreeable to Contractor and the City subsequent to the close of a Contract year. In the event of any audit or inspection conducted reveals any overpayment by the City under the terms of the Agreement, the Contractor shall refund such overpayment to the City within 30 days of notice by the City of the request for the refund, and the City shall pay for the cost of the audit. The Contractor agrees to fully comply with all State laws relating to public records to include, but not be limited to, Chapter 119, Florida Statutes, and Article I, Section 24 of the Constitution of the State of Florida. Section 11: Insurance The Contractor shall, at the Contractor's own cost, procure and maintain the insurance required under this Section for the duration of this Agreement. The Contractor shall not allow any subcontractor to commence work on subcontracts until after the City has approved them and similar insurance of the subcontractor has been obtained and approved by the City. (1) The Contractor shall furnish the City's Representative with a Certificate of Insurance signed by an authorized representative of the insurer evidencing the insurance required by this Section (Workers' Compensation/Employers' Liability, Commercial General Liability and Business Automobile). The City of Sanford shall be additional insured's. The Certificate of Insurance shall provide that the City shall be given not less than 30 days written notice before the cancellation or restriction of coverage. Throughout the duration of this Agreement, the Contractor shall provide the City with a renewal or replacement Certificate of Insurance not less than 30 days before expiration or replacement of the insurance for which a previous certificate has been provided. (2) The Certificate shall contain a statement that it is being provided in accordance with this Agreement and that the insurance is in full compliance with the requirements of this Agreement; provided further, that in lieu of the statement on the Certificate, the Contractor shall, at the option of the City, submit a sworn, notarized statement from an authorized representative of the insurer that the Certificate is being provided in accordance with this Agreement and that the insurance is in full compliance with the requirements of this Agreement. (3) In addition to providing the Certificate of Insurance, the Contractor shall provide the City with a certified copy of each of the policies of insurance providing the coverage required by this section. (4) Neither approval by the City nor failure to disapprove the insurance furnished by a Contractor shall relieve the Contractor of the Contractor's full responsibility for liability, damages and accidents. Insurance companies providing the insurance under this Agreement must meet the following requirements: (1) Companies issuing policies, other than Workers' Compensation, must be authorized by maintaining Certificates of Authority issued to the companies by the Department of Insurance of the State of Aorida to conduct business in the State of Aorida. Companies authorized as a group self-insurer by Section 440.57, Florida Statutes, may issue policies for Workers' Compensation. (2) In addition, such companies other than those authorized by Section 440.57, Florida Statutes, shall have and maintain a Best's Rating of "A" or better and a Financial Size Category of "VII" or better according to A.M. Best Company. Companies who are members of the Aorida Joint Underwriting Association in lieu of the Best's Rating may issue the Business Auto Policy. (3) If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply with Section 440.57, Florida Statutes, or 3) fail to maintain the Best's Rating and Financial Size Category, the Contractor shall, as soon as the Contractor has knowledge of any such circumstance, immediately notify the City and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until the Contractor has replaced the unacceptable insurer with an insurer acceptable to the City, the Contractor shall be deemed to be in material default of this Agreement. Without limiting any of the other obligations or liability of the Contractor, the Contractor shall, at the Contractor's sole expense, procure, maintain and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection. Except as otherwise specified in this Agreement, the insurance shall become effective prior to the commencement of work by the Contractor and shall be maintained in force until the Agreement termination date. The amounts and types of insurance shall conform to the following minimum requirements. Failure to maintain insurance shall be a per se breach of this Franchise Agreement. (1) Workers' Compensation/Employers' Liability (A) The Contractor's insurance shall cover the Contractor and its subcontractors of every tier for those sources of liability which would be covered by the latest edition of the standard Workers' Compensation Policy, as filed for use in Florida by the National Council on Compensation Insurance, without restrictive endorsements. In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage is to be included for any other applicable Federal or State law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation Policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act or any other coverage customarily insured under Part One of the standard Workers' Compensation Policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation Policy shall be: LIMITS $500,000.00 $500,000.00 $500,000.00 (Each Accident) (Disease Each Employee) (Disease Policy Limit) (2) Commercial General Liability (A) The Contractor's insurance shall cover the Contractor for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Service Office, without the attachment of restrictive endorsements other than the elimination of Coverage C, Medical Payment and the elimination of coverage for Fire Damage Legal Liability. (B) The Contractor shall maintain separate limits of coverage applicable only to the work performed under this Agreement. The minimum limits to be maintained by the Contractor (inclusive of any amounts provided by an Umbrella or Excess policy) shall be those that would be provided with the attachment of the Amendment of Limits of Insurance (Designated Project or Premises) endorsement (ISO Form CG 25 01) to a Commercial General Liability Policy with amount specified for each project: LIMITS General Aggregate $5,000,000.00 Personal Injury & Advertising Limit $5,000,000.00 General Liability Per Occurrence Bodily Injury & Property Damage $5,000,000.00 (3) Business Automobile Liability (A) The Contractor's insurance shall cover the Contractor for those sources of liability which would be covered by Park IV of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements. Coverage shall include owned, non-owned and hired autos. (B) The minimum limits to be maintained by the Contractor (inclusive of any amounts provided by an Umbrella or Excess Policy) shall be per accident combined single limit for bodily injury liability and property damage liability. If the coverage is subject to an aggregate, the Contractor shall maintain separate aggregate limits of coverage applicable to claims arising out of or in connection with the work under this Agreement. The separate aggregate limits to be maintained by the Contractor shall apply separately to each policy year or part thereof. (C) The minimum amount of coverage under the Business Automobile Liability shall be: LIMITS Bodily Injury and Property Damage Liability Combined Per Occurrence $5,000,000.00 i. Coverage. The insurance provided by Contractor pursuant to this Agreement shall apply on a primary basis and any other insurance or self-insurance maintained by the City of Sanford shall be excess of and not contributing with the insurance provided by or on behalf of the Contractor. ii. Occurrence Basis. The Workers' Compensation Policy, Commercial General Liability and Business Auto Policy required by this Agreement shall be provided on an occurrence rather than a claims-made basis. Ill. Obligations. Compliance with the foregoing insurance requirements shall not relieve the Contractor, its employees or agents of liability from any obligations under a Section or any other portions of this Agreement. Section 12: Liquidated Damages It is the intent of the City to ensure that the Contractor provides a quality level of Collection, Transportation, and Disposal Services. All complaints shall be promptly resolved. It shall be the duty of the Contractor to take whatever steps are necessary to remedy the complaint. Failure to remedy the complaint may result in liquidated damages against the Contractor. In assessing liquidated damages, consideration will be given to extreme weather conditions or other circumstances beyond the Contractor's control. Liquidated damages will be assessed in the following amounts, and as otherwise set forth in this Agreement, it being recognized by the parties that the precise computation of damages can not be reasonably calculated and the parties recognize that the following stated amounts constitute reasonable damages for the enumerated violations and not penalties: (A) Failure to resolve complaints as required by this Agreement: $20.00 per incident (B) Failure or neglect to execute non-collection procedures in excess of 10 per month: $50.00 per incident (C) Failure to clean up/remedy spillage or fluid leakage caused by the Contractor: $50.00 per incident (D) Changing collection days without proper authorization or notifications: $50.00 per incident (E) Failure to have personnel in proper uniform: $50.00 per incident per day (F) Failure to maintain equipment in a clean, safe and sanitary manner: $50.00 per incident per day (G) Failure to deliver, replace or repair Garbage Cans, Recycling Bins, Carts, Front- Load or Roll-Off Containers within the required period or failure to maintain sufficient amounts and sizes of Garbage Cans, Recycling Bins, Front-Load or Roll-Off Containers as required: $50.00 per incident per day (H) Failure to maintain or submit to the City all documents, reports and franchise fee as required or requested under the provisions of this Contract: $100.00 per incident per day (I) Failure to properly cover materials in Collection Vehicles: $100.00 per incident per day (1) Failure or neglect to display the Contractor's name and phone number on Collection Vehicles or Containers or failure or neglect to identify recyclable material containers: $100.00 per incident per day (K) Failure or neglect to complete each route on the regular scheduled Collection day: $500.00 per route per day not completed (L) Failure to comply with the hours of operation as required by this Contract: $500.00 per incident per day (M) Failure to maintain office hours as required by this Contract: $500.00 per incident per day (N) Breach of Contract: $1,000.00 per incident per day (0) Failure to deliver any Residential or Commercial Materials to the City's designated Disposal Facility, Materials Recycling Facility, or commingling solid waste and recyclables will result in the following penalties: First Offence: $1,000.00 Second Offence: $2,500.00 Termination of Agreement with 180 days written notice (P) Failure to provide Insurance Certificates or documents as required: First Offence: $1,000.00 per incident per day Withhold monthly payment until received Second Offence: $2,500.00 per incident per day Withhold monthly payment until received Third Offence: Termination of Agreement with 180 days written notice Third Offence: (R) Failure to have vehicle operator properly licensed: $500.00 per incident per day (S) Any violation not specifically stated herein: $50.00 per incident per day The City shall assess and invoice for payment of liquidated damages pursuant to the above schedule on a monthly basis at the end of each month during the term of this Agreement and will deduct such liquidated damages from the payment of the curbside and front-load collection services for the corresponding month in which the charge was imposed. The City will notify the Contractor in writing of the liquidated damages assessed and the basis for each assessment. In the event the Contractor wishes to contest such assessment, it shall within five days after receiving such notice, request in writing a hearing date before the City's Representative to present its defense to such assessment. The City's Representative shall notify Contractor in writing of any action taken with respect to the Contractor's claims. If the Contractor has frequently, regularly or repetitively defaulted in the performance of any of the material conditions or requirements contained in this Agreement, the City Commission may in its sole discretion deem the Contractor to be a habitual violator, regardless of whether the Contractor has corrected each individual condition of default. Under such circumstances, the Contractor shall forfeit its right to any grace period to correct or cure future defaults. All of the Contractor's prior defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The City shall issue a written notice to the Contractor that the Contractor has been deemed a habitual violator and any single default by the Contractor of whatever nature shall be grounds for termination of this Agreement. In the event of any such subsequent default, the City may terminate this Agreement by giving a 180-day written notice to the Contractor. The Contractor shall continue to provide services during the 180-day period. Section 13: Rate Increases Beginning July 1, 2009, and annually thereafter, Contractor, upon 90 days written notice, may receive an adjustment to service charges to reflect changes in the Consumer Price Index. The c.P.I. adjustment shall reflect the most recent 12-month calendar c.P.I. data and such increase shall not exceed three percent per year. The contractor may also petition the City Commission for rate adjustments to reflect any unusual or extraordinary changes in cost. The City Commission has the final authority to approve, disapprove, or modify such requests. Section 14: Operations During Dispute In the event the City Commission finds that the Contractor has failed or is failing to perform obligations of this Agreement, or if a dispute arises with respect to items of equipment, the City Commission may enter a formal finding of that fact upon the minutes of the duly constituted City Commission meeting and send a certified copy of such finding by registered or certified mail to the Contractor, or have same delivered to the Contractor personally. In such event, the Contractor agrees that the City shall thereupon be entitled to take over all operations under this Agreement, and the Contractor shall cooperate to the extent necessary to enable the City to do so. The Contractor expressly recognizes the paramount right and duty of the City to provide adequate solid waste and recyclable material collection, transportation and disposal services as necessary governmental functions; and further agrees in consideration for the execution of this Agreement, that in the event the City shall invoke the provisions of this Section, it will not seek injunctive or other relief in any Court, but will either negotiate with the City for an adjustment on the matter or matters in dispute, or present the matter to a court of competent jurisdiction in an appropriate suit therefore instituted. Section 15: Interpretation/Applicable LawNenue The laws of the State of Florida shall govern this Agreement. Any legal action necessary arising out of the Agreement will have its venue in Seminole County and the Agreement will be interpreted according to the laws of Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other further exercise thereof. Waiver of a default shall not be deemed a waiver of any subsequent defaults. In any action brought by either party for the enforcement of the obligations of the other party, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs. The specific provisions of this Agreement shall prevail over the generality of the foregoing. Section 16: Amendments Amendments to this Agreement may only be made with the mutual consent of the parties and in accordance with the City Charter, City Code and other applicable laws and ordinances. No amendments and/or modifications of this Agreement shall be valid unless in writing and signed by each of the parties. Section 17: Compliance with City Code The Contractor agrees to comply with all codes, ordinances, rules and regulations as may be in effect from time-to-time, including but not limited to Chapter 86 Solid Waste of the Sanford City Code. Section 18: Conflicts in Language In the event there are discrepancies, conflict or ambiguity between the language contained in the ordinances governing solid waste and recyclable materials and this Franchise Agreement, the Franchise Agreement shall take precedence and govern consistent with the provision of the City Code pertaining to interpretation of the City Code vis-a-vis the provisions of this Franchise Agreement. Section 19: Equal Opportunity Employment Contractor agrees that it will not discriminate against any employee or applicant for employment for work relating to the services provided under this Agreement because of race, color, religion, sex, age, national origin or disability and will take affirmative steps to insure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demoting or transfer; recruitment advertising; layoff or termination; rates of payor their forms of compensation; and selection for training, including apprenticeship. The Contractor shall not engage in any form of sexual harassment, shall ensure compliance with the Americans with Disabilities Act (ADA), and all other applicable laws, rules and regulations. The Contractor shall not knowingly employ unauthorized alien workers, constituting a violation of the employment provisions contained in 8 United States Code Section 1324a(e) or Section 274A(e) of the Immigration and Nationally Act (INA). The City shall consider the employment by the Contractor of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by the Contractor of the employment provisions contained in Section 274A (e) of the INA shall be grounds for unilateral cancellation of this Agreement by the City. The Contractor agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the work the services that the Contractor agrees to provide under this Agreement. 1-, j'".., ;' Section 20: Binding Effect Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The signatories hereof represent that they have the requisite and legal authority to execute this Agreement and bind the respective parties herein. Section 21: Time is of the Essence Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement. Section 22: Conflict of Interest The parties agree that they will not engage in any action that would create a conflict of interest in the performance of their respective obligations pursuant to this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. Section 23: Entire Agreement This Agreement constitutes the complete, integrated and entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, arrangements, contracts or understandings, whether oral or written, between the parties relating thereto, all of which have been integrated herein. Section 24: Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. )()HN J. JEMIt/;lvC's C& {) ) [Printed Name and Title] (CORPORATE SEAL) City of Sanford, Florida ~~~~ Linda K hn, Mayor )' ') , Altest9tt&/{ . ~/,#I1i/{ly- Janet Dougherty, City Clerk Approved as to form: William L. Colbert, Esquire City Attorney ATTACHMENT 1 GENERAL CONDITIONS TO RESIDENTIAL AND COMMERCIAL SOLID WASTE AND RECYCLABLE MATERIALS, AND RELATED MATERIALS COLLECTION, TRANSPORT, AND DISPOSAL SERVICES FRANCHISE AGREEMENT SECTION 1: RESIDENTIAL AND COMMERCIAL CURBSIDE/ALLEY SERVICES......................................2 SECTION 2: COMMERCIAL FRONT-LOAD CONTAINER AND COMPACTOR SERVICES.....................4 SECTION 3: COMMERCIAL AND RESIDENTIAL ROLL-OFF AND ROLL-OFF COMPACTOR CONTAINER SERVICES; DEMO LITI ON D EBRIS SERVICES ............................................................................5 SECTIO N 4: GENERAL CO LLECTI ON PROC ED URES ........................................................................................7 S EC TI 0 N 5: MISC E L LAN E 0 U S S ER VI C E S .............................................................................................................8 SECTION 6: 0 FFI C E FACILITIES .............................................................................................................................. 9 SECTIO N 7: CO LLECTI ON SCHEDU LES AND ROUTES ....................................................................................9 SECTION 8: VEHICLES AND EQUIPMENT ..........................................................................................................1 0 SECTION 9: DESIGNATED SOLID WASTE DISPOSAL FACILITY ................................................................11 SECTION 10: DESIGNA TED MATERIALS RECYCLING FACILITY .............................................................12 SECTION 11: PUBLIC EDU CA TION .........................................................................................................................13 SECTION 12: PRO HIBITI ON ON CO MMIN G LIN G ..............................................................................................13 SECTION 13 : REPORTING REQUIREMENTS .......................................................................................................13 Section 1: Residential and Commercial Curbside/Alley Services The Contractor shall collect, convey and dispose of, twice per week, an unlimited amount of solid waste from each residential and commercial unit. Collections shall occur on Monday/Thursday for all units located East of United States Highway 17-92 and Tuesday/Friday for all units located West of United States Highway 17-92. The Contractor shall collect, convey and dispose of, once per week, an unlimited amount of yard waste from each residential and commercial unit. Collections shall occur on Wednesday of each week. The Contractor shall collect, convey and dispose of discarded holiday trees from each residential unit. The Contractor shall collect, convey and dispose of, once per week, an unlimited amount of furniture from each residential unit. Collections shall occur on the second solid waste collection day of the week. The Contractor shall collect, convey and dispose of, once per week, an unlimited amount of white goods from each residential unit. Collections shall occur on Wednesday of each week, upon notification from the City. The Contractor shall collect, convey and dispose of, once per week, at an additional charge, manageable amounts of additional bulk waste yard waste and junk, not to exceed 20 cubic yards. Costs will be determined by the amount of material collected. The Residential Supervisor for the Contractor will estimate the yardage for collection. In the event of a dispute in cost, the City's Representative will make the final determination. The Contractor shall collect, convey and dispose of, twice per year in April and in October, on dates established by the City, manageable amounts of bulk waste, yard waste and junk, not to exceed 20 cubic yards, from each residential unit and City rights-of-way during each City proclaimed "Community Clean Up Day". The Contractor shall provide to each residential customer, twice per year at the Contractor's expense, a condensed version of the collection schedule, rules and regulations for each April and October "Community Clean Up Day" 30 days prior to the scheduled date. Notification materials and methods used by the Contractor shall be subject to advance approval by the City's Representative. The Contractor shall also supply, at the Contractor's expense, garbage bags for Customer use as specified by the City. The Contractor shall collect, convey and dispose of, automobile tires and automobile batteries from each residential and commercial unit in accordance with all State and Federal disposal requirements. The Contractor may impose an additional charge, with prior written approval of the City's Representative, if the following annual maximums are exceeded by the customer: eight automobile tires; two automobile batteries. Collections shall occur on any regular solid waste collection day. The contractor shall collect, convey and dispose of, once per week, materials from minor household repairs and minor remodeling jobs in an amount equivalent to three standard solid waste containers or less from each residential and commercial unit placed curbside or alley. Collections shall occur on the second solid waste collection day of the week upon notification from the City. The Contractor shall collect, convey and recycle, once per week, an unlimited amount of recyclable material from each residential and commercial unit on a schedule approved by the City. The Contractor shall not be required to collect recyclable material from units if the customer does not segregate the recyclable material from solid waste or yard waste. If recyclable material is contaminated through commingling with solid waste or yard waste, the Contractor shall, if practicable as determined by the City, separate the solid waste or yard waste from the recyclable material. The recyclable material shall then be collected by the Contractor and the solid waste or yard waste shall be left in the recycling bin by the Contractor along with a non-collection notice explaining why the solid waste or yard waste is not considered a recyclable material. However, in the event the recyclable material and solid waste or yard waste are commingled to the extent that they cannot easily be separated by the Contractor, or the nature of the solid waste or yard waste renders the entire recycling bin contaminated, the Contractor shall not collect the material. The Contractor shall immediately affix to the recycling bin a non-collection notice fully explaining why collection was not made by the Contractor. The Contractor shall not collect the recyclable material until the customer segregates and cleans the recyclable material. The Contractor shall be responsible for the purchase, distribution and replacement of recycling bins to all units. The Contractor shall deliver recycling bins requested by the City, within two normal business days of notification to the Contractor from the City. New residential units that are added to the service area during the term of the Agreement shall include in the bin, the information brochure on the collection schedule, rules and regulations that shall be subject to approval by the City. All bins shall also be subject to approval by the City with regard to the style, size, color, and design of the recycling bins before ordering. The Contractor shall maintain sufficient recycling bins to ensure that extra or replacement recycling bins as may be necessary will be promptly provided to customers as required. The Contractor's employees shall ensure that damage to recycling bins caused by unnecessary rough treatment is prevented. However, any recycling bin damaged by the Contractor, or lost or stolen, shall be replaced by the Contractor, at the Contractor's expense, within two business days of notification to the Contractor from the City. The damaged bin shall be picked up and disposed of in the appropriate manner by the Contractor. The City's Representative shall make all final decisions regarding the condition or replacement of recycling bins. Ownership of recycling bins shall vest in the Contractor during the course of this Contract; provided, however, that ownership of recycling bins in the possession of a residential or commercial unit at the termination of this Contract shall vest in the City. The Contractor shall convey the collected recyclable material to the City approved Processing Center(s) in a two stream Collection Vehicle as follows: (1) a fiber stream consisting of newspapers, magazines and catalogs; and (2) a commingled container stream consisting of plastic bottles, clear, green and brown glass bottles and jars, aluminum and steel cans. Items may be added or deleted as required by the City. The Contractor shall not combine recyclable material with solid waste or yard waste. The Contractor shall provide side-door collection, transportation and disposal service for all disabled persons who are unable by reason of age or infirmity to place solid waste, of whatever nature, wherever located, at regular locations. All above referenced collections are included in this service. Pursuant to the Americans with Disabilities Act (ADA), those residents of the City who present to the City a notarized certificate from a licensed physician certifying that such person is disabled will be exempt from placing their items curbside or alley. Disabled persons shall provide certification to the City annually and the City will subsequently notify the Contractor. The Contractor shall collect items of such disabled persons in any mutually convenient place on the premises of such disabled persons; provided, however, that the Contractor will not be required to go into houses or other structures; provided, further, however, that the decision of the City relative to the location of solid waste shall be final. The Contractor's employees shall ensure that damage to garbage cans owned by residential and commercial customers is prevented. The Contractor shall replace any garbage can, in similar quality and style, owned by a residential or commercial customer damaged by the Contractor, at Contractor's expense, within two business days of notification by the City. The City's Representative shall make all decisions regarding the condition or replacement of garbage cans. Section 2: Commercial Front-Load Container and Compactor Services The Contractor shall collect, convey and dispose of, at least once per week, all solid waste or yard waste deposited in front-load containers or compactors from each commercial unit. The size and quantity of containers or compactors shall be determined by the Customer and the City. Days for collection service shall be determined by Customer requests to the City, the Contractor and the City. The Customer and the City shall determine frequency of collection. In the event the Contractor is unable to service the front-load or front-load compactor containers, the Contractor shall notify the Customer immediately explaining why the collection was not made, and shall return to service the container by 9:00 A.M. the following business day (including Saturday). The Contractor shall collect, convey and dispose of, at an additional charge, solid waste or yard waste deposited in front-load containers or compactors from each commercial unit requesting an extra pickup on their container. The City shall notify the Contractor of the extra pickup front-load collection service required. Extra pickup front-load collection service notification received before 12:00 NOON shall be completed before 7:00 P.M. on the same day; extra pickup front-load collection service notification received after 12:00 NOON shall be completed before 9:00 A.M. on the following business day (including Saturday). The Contractor shall collect, convey and dispose of, once per week, at an additional charge, manageable amounts of additional bulk waste, yard waste and junk from each commercial unit. Costs will be determined by the amount of material to be collected. The Residential Supervisor for the Contractor will estimate the yardage for collection. In the event of a dispute in cost, the City's Representative will make the final determination. The Contractor shall collect, convey and dispose of, at least once per week, all recyclable material deposited in front-load containers or compactors from each commercial unit. The size and quantity of containers or compactors shall be determined by the Customer and the City. Days for collection service shall be determined by Customer requests to the City, the Contractor and the City. The Customer and the City shall determine frequency of collection. The Contractor shall be responsible for the purchase, distribution and replacement of all front- load containers and compactors to commercial units. Customers may purchase their own front- load compactor; however, all equipment regulations as set forth in this Agreement shall apply. Any front-load container requests by the City for deliveries, increases, decreases or container swap outs shall be completed by the Contractor within two business days of notification from the City. Front-load compactor containers may be afforded additional time by the City. The Contractor shall purchase and distribute new front-load and front-load compactor containers to new and existing commercial customers. Amounts and types of solid waste or recyclable material placed in containers for collection shall be stored only in standard manufactured-type mechanically serviced containers, compatible with the Contractor's servicing equipment and subject to government regulation, and approval by the City as to color. Containers must be in good condition and are subject to the City's approval. Containers shall be uniform in color (unless otherwise approved by the City), shall have the Contractor's name and telephone number prominently displayed on the front of the container, shall have markings to identify unit or suite numbers if requested by the City, and shall be cleaned and painted frequently as may be directed by the City. Containers used for recyclable material shall be clearly labeled for identification, education and enforcement purposes. The Contractor shall not utilize said containers to market or display advertising for other businesses, goods, or services with the exception of public service messages as may be approved by the City in writing. The Contractor shall maintain sufficient front-load containers to ensure that new, extra or replacement front-load containers can be promptly provided to customers as required. All final decisions regarding the condition or replacement of front-load containers shall be made by the City's Representative. Ownership of front-load containers and compactors shall vest in the Contractor, unless the front- load compactor container is owned by the Customer. Section 3: Commercial and Residential Roll-Off Container and Compactor Services The Contractor shall collect, convey and dispose of, at least once per month, all solid waste, deposited in roll-off containers or compactors from each commercial or residential unit. The Customer and the Contractor shall agree on the size and quantity of roll-off containers. The Customer and the Contractor shall agree on scheduled days for collection and frequency. On- Call collection service requests received before 12:00 NOON shall be completed before 7:00 P.M. on the same day; on-call collection service requests received after 12:00 NOON shall be completed before 9:00 A.M. on the following business day (including Saturday). Permanent roll- off containers shall not be removed without prior written authorization from the City's Representati ve. The Contractor shall collect, convey and dispose of, once per week, at an additional charge, manageable amounts of additional bulk waste, yard waste and junk from each commercial or residential unit. Costs will be determined by the amount of material to be collected. The Residential Supervisor for the Contractor will estimate the yardage for collection. In the event of a dispute in cost, the City's Representative will make the final determination. The Contractor shall collect, convey and dispose of, at least once per month, all recyclable material deposited in roll-off containers or compactors from each commercial or residential unit. The Customer and the Contractor shall agree on the size and quantity of roll-off containers. The Customer and the Contractor shall agree on Scheduled days for collection and frequency. On- Call collection service requests received before 12:00 NOON shall be completed before 7:00 P.M. on the same day; on-call collection service requests received after 12:00 NOON shall be completed before 9:00 A.M. on the following business day (including Saturday). The Contractor shall be responsible for the purchase, distribution and replacement of all roll-off containers and compactors to commercial or residential units. Customers may purchase their own roll-off compactor; however, all equipment regulations as set forth in this Agreement shall apply. Any roll-off container requests by the City or the Customer for deliveries, increases, decreases or container swap outs received before 12:00 NOON shall be completed before 7:00 P.M. on the same day; roll-off container requests received after 12:00 NOON shall be completed before 9:00 A.M. on the following business day (including Saturday). Roll-off compactor container deliveries, increases, decreases or refurbishing may be afforded additional time by the City. The Contractor shall purchase and distribute new roll-off and roll-off compactor containers to new and existing commercial or residential customers. Amounts and types of solid waste or recyclable material placed in containers for collection shall be stored only in standard manufactured-type mechanically serviced containers, compatible with the Contractors servicing equipment and subject to government regulation, and approval by the City as to color. Containers must be in good condition and are subject to the City's approval. Containers shall be uniform in color (unless otherwise approved by the City), shall have the Contractor's name and telephone number prominently displayed on two sides of the container, shall have markings to identify unit or suite number if requested by the City, and shall be cleaned and painted frequently as may be directed by the City. Containers used for recyclable material shall be clearly labeled for identification, education and enforcement purposes. The Contractor shall not utilize said containers to market or display advertising for other businesses, goods, services, etc., with the exception of public service messages approved by the City in writing. The Contractor shall maintain sufficient roll-off containers to ensure that new, extra or replacement roll-off containers can be promptly provided to customers as required. All final decisions regarding the condition or replacement of roll-off containers shall be made by the City's Representative. Ownership of roll-off containers and compactors shall vest in the Contractor, unless the roll-off compactor container is owned by the Customer. Section 4: General Collection Procedures All curbside and alley collection, with the exception of side-door collection as indicated above, shall be placed in City approved containers at locations that are readily accessible to the Contractor and their equipment, normally not to exceed eight feet from the curb or edge of the traveled portion of an alley or street as authorized by the City. Any variation shall be subject to written approval by the City's Representative 30 days prior to implementation by the Contractor. The Contractor shall perform collection services with as little disturbance as reasonably possible and without obstructing roadways, driveways, sidewalks or mailboxes or other public facilities. The Contractor shall handle garbage cans, and recycling bins with reasonable care, shall empty them thoroughly, and leave them in the same position and condition in which they where found. The Contractor shall collect and remedy any spillage immediately. All curbside and alley collection, transportation and disposal shall occur on Monday through Friday between the hours of 7:00 A.M. and 7:00 P.M., inclusive. All commercial front-load and roll-off collection, transportation and disposal shall occur between the hours of 3:00 A.M. and 7:00 P.M. However, commercial service locations that are in a residential area or abut or are proximate to residential areas, or residences complaining of noise disturbance, shall not be collected before 7:00 A.M. nor later than 7:00 P.M. Collections will not occur on Thanksgiving Day, Christmas Day, New Years Day and any other day on which all City approved Florida Department of Environmental Protection permitted solid waste disposal facilities are closed. Collections that would normally occur on these holidays shall be re-scheduled to occur on the next regularly scheduled collection day. Commercial front- load, front-load compactor, roll-off and roll-off compactor collections that would normally occur on these holidays shall be re-scheduled for the day before or the day following the holiday. The Contractor, at Contractor's expense, shall notify the affected customers by publication of the annual collection schedule. Any change to the Holiday collection service schedule shall be subject to written approval by the City's Representative 30 days prior to implementation by the Contractor. The Contractor shall perform a service of high quality and minimize the number of service complaints and maintain best practices standards established by the City. Complaints received by either the City or Contractor before 2:00 P.M. shall be resolved by the Contractor on or before 7:00 P.M. on the same day; complaints received after 2:00 P.M. shall be resolved by 12:00 NOON the following business day. All complaints shall be recorded - customer complaints received by the City shall be immediately forwarded to the Contractor; customer complaints received by the Contractor shall be reported to the City on a monthly basis. The Contractor shall affix a non-collection notice to items not in compliance with collection procedures or the City Code. Section 5: Miscellaneous Services The Contractor shall provide two times per week, curbside collection, transportation and disposal services for all public containers located at parks, picnic areas, street containers, property owned, leased, rented and controlled by the City and along public rights-of-way within the corporate limits of the City, as requested, at no cost to the City. The Contractor shall supply garbage bags as required for this service. Additionally, the Contractor shall provide front load and/or roll off container collection, transportation and disposal services to all property owned, leased, rented and controlled by the City of Sanford and along public rights-of-way within the corporate limits of the City, as requested, at no cost to the City. The Contractor shall also provide collection service at other municipal sites acquired by or designated by the City in the future at no cost to the City. The Contractor shall provide adequate containers, collection, and transportation and disposal services, as determined by the City's Representative for up to 12 special events sponsored or conducted by the City in each calendar year, at no cost to the City. For any additional special events or events not sponsored by the City, the rates specified for extra pickup commercial front- load container collection service and roll-off container on-call rates shall apply. In the event of a major storm, the Contractor shall make available to the City, adequate equipment and personnel to clear the City of any and all debris placed curbside, within 12 hours of notification from the City's Representative of an approaching hurricane, tornado or similar event. The Contractor shall inform the customers of any change in schedule. In the event of a hurricane, tornado or similar event, resulting in a significant increase in debris, the Contractor shall obtain written authorization from the City's Representative prior to obtaining additional equipment and hiring additional crews to collect and dispose of such debris, in order for the Contractor to be reimbursed for the actual cost of such additional labor and equipment. Excess debris shall be removed from City designated locations within 72 hours of notification. The Contractor shall fully cooperate with the City in collection and disposal. The Contractor shall be responsible for the collection and proper disposal of all used tires and junk improperly deposited on City rights-of-way, and those located at the Public Works Complex, at no cost to the City. A route supervisor shall be designated and available in the City during collection days. The supervisor shall be fully responsible for all collection personnel while they are working within the corporate limits of the City of Sanford. City personnel will forward all service issues via telephone, fax, or electronic mail as they are received. The Contractor will dispatch appropriate personnel to correct the issues. Written resolution to these issues shall be provided to the City daily. The City's Representative will make the final determination on outstanding issues. The Contractor shall not provide any free service to anyone for collection services, transportation, or disposal services unless authorized by the City in accordance with law. Section 6: Office Facilities The Contractor shall maintain, at its expense, an office within the geographic area of Seminole County where service inquires and complaints can be received in accordance with this Agreement or, in the alternative, a toll-free telephone access for Customers residing within the Service Area. The Contactor's office shall be equipped with sufficient telephones and shall have responsible persons on duty during operating hours and shall be open during normal business hours of 8:00 A.M. to 7:00 P.M., Monday through Friday, excluding holidays. The Contractor shall provide either a telephone answering service or mechanical device to receive service inquires and complaints during all times when telephones are not answered by Contractor employees. The Contractor shall provide the City's Representative with the name and telephone number of an emergency contact person who can be reached outside of the required office hours. The contact person must have the authority to authorize Contractor operations in case of City direction in situations requiring immediate attention. The Contractor shall designate in writing to the City's Representative, the person to serve as liaison between the Contractor and the City's Representative. The Contractor shall notify the City's Representative of any changes in contact personnel related to collection. Section 7: Collection Schedules and Routes The Contractor, subject to the approval of the City, shall establish routes and schedules of collection. The Contractor shall provide the City with a quarterly report indicating schedules of commercial collection routes. Included in this quarterly report shall be a listing of customers, the number and size containers per customer and the number of pick-ups per week for each customer. The report shall be submitted by the 20th day of the month following the end of each calendar quarter. The City reserves the right to deny the Contractor's vehicles access to certain streets, alleys and public rights-of-way, inside the City, where it is in the best interest of the general public to do so due to conditions of the streets. The Contractor shall not interrupt the regular schedule or quality of service because of such street closures. The Contractor is aware of the fact that at various times during the year, the quantity of refuse to be disposed of is materially increased by fluctuations in the amount of yard waste; the Contractor agrees that this additional workload will not be considered as adequate justification for failure of the Contractor to maintain the required collection schedules and routes. Any and all schedule change(s) and notifications shall require written approval by the City's Representative 30 days prior to implementation. The Contractor shall furnish written notice of change(s) in schedules to the customers, at least 10 days before implementation of any such change in schedules. Section 8: Vehicles and Equipment The Contractor shall provide, maintain and have available at all times the necessary amount of collection vehicles to perform the work as specified herein. The Contractor shall use modern packer-type sanitation vehicles for the collection and transportation of residential and commercial curbside and front-load solid waste, yard waste and bulk waste services. Contractor agrees to limit the size of collection vehicles to a maximum of 40 cubic yards. The use of any larger vehicles shall be subject to the approval of the City's Representative. The Contractor shall provide sufficient equipment, in proper operating condition, as determined by the City, in order to ensure that regular schedules and routes of collection are maintained. All primary collection equipment will be new at the beginning of this contract period. Secondary, or back-up collection vehicles, may be refurbished, as approved by the City's Representative. All refurbished collection vehicles will be no older than 10 years when refurbished. Equipment shall be maintained by the Contractor in a safe working condition and be painted in a color acceptable to the City, with the vehicle number printed in characters not less than five inches high. Upon executive on this Agreement and annually thereafter on June 1, Contractor shall provide a list of all equipment providing services under this Agreement. This list shall include the year, make, model, and vehicle number. The Contractor shall equip each vehicle with a radio capable of communications with a central dispatch. The purpose of said radio is to provide two-way communications for the purpose of immediate correction of missed pickups or other problems with service, which may arise from time to time. The Contractor shall maintain a central dispatch during working hours to provide information to units in the field and to dispatch units to provide service or the correction of problems. The Contractor shall not operate or permit to be operated a collection vehicle which when collecting or compacting, exceeds a sound level of 70db(a) at a distance of 10 feet from any surface of the collection or compacting unit. The Contractor shall not litter or cause any spillage to occur on private property or the public rights-of-way during collection services. The Contractor's collection vehicles shall be equipped with containers, lids, other appropriate covering or enclosed so that leaking, spilling and blowing of litter or spillage is prevented and remedied to the satisfaction of the City. The Contractor shall immediately clean up all litter and spillage caused by the Contractor. The Contractor shall equip all collection vehicles with brooms, shovels, absorbent material, a leak proof absorbent material receptacle and any other tools necessary to clean up any spillage or fluid leakage. Section 9: Designated Solid Waste Disposal Facility All solid waste, bulk waste, yard waste and construction and demolition debris collected as a result of performing collection services in the City shall be delivered to a designated Florida Department of Environmental Protection permitted solid waste disposal facility as directed by the City. Solid waste, bulk waste, yard waste and construction and demolition debris collected by the Contractor shall be the property of the City, although the Contractor shall be responsible for all fees and costs. Verification of source of load and weight ticket must be maintained by the Contractor and copies given to the City monthly. The City's preference of a solid waste disposal facility to be used by the Contractor is Seminole County. The City may change the disposal facility at its sole discretion. The same set of performance standards shall apply to any other disposal facility used by the Contractor if approved by the City. City also shall have the right to change and mandate use by the Contractor of alternative disposal facilities if one is found with a lower tipping fee and is deemed in the best interest of the City. The Contractor is prohibited from entering into any contract with a disposal facility committing the City's solid waste, bulk waste and yard waste or construction and demolition debris stream or any other service set forth herein. Any contract made by the Contractor shall be considered null and void by the City and shall be grounds for the City to declare a default of this contract. The City may terminate this Contract by providing 180 days written notice to the Contractor or such lesser period of time if the City determines that such termination is necessary on the basis of protecting the public health, safety or welfare. The Contractor shall continue to provide services during the said 180 day period or such other period of time as the City may determine to be necessary or desirable. The City may charge the Contractor a liquidated damage equal to the overcharging of disposal cost between what the Contractor paid to any disposal facility and what the Contractor charged the City or the Customer. The liquidated damages shall be deducted from the Contractor's monthly invoice. Contractor will also be subject to additional liquidated damages as set forth herein. Section 10: Designated Materials Recycling Facility All recyclable materials collected as a result of petforming recycling collection services in the City shall be delivered to the designated Materials Recycling Facility (MRF) as directed by the City. Recyclable materials collected by the Contractor shall be the property of the City. The Contractor shall be responsible for all fees and costs, with the exception of normal and appropriate recyclable processing fees, if any, charged by the designated Materials Recycling Facility, which fees, the City shall incur. All revenues derived from the sale of recyclables shall be paid to the City. The City shall receive the recycling revenue check directly from the Recycling Facility on a monthly basis with a detailed report indicating the weight, type and prices paid for the recyclables. The Contractor shall maintain records of all receipts received from the Materials Recycling Facility which will be verified with the City's report from the Materials Recycling Facility indicating the material's sold each month. The City's preference of Materials Recycling Facility (MRF) is GEL, Corporation. Contractor shall haul all recycling materials collected in the City to the GEL MRF. The City may change the MRF at its sole discretion. The same set of petformance standards shall apply to any other Materials Recycling Facility used by the Contractor if approved by the City. City also shall have the right to change and mandate use by the Contractor of alternative Materials Recycling Facilities if one is found with a lower processing fee and/or that pays a higher price for recyclables and is deemed in the best interest of the City. The Contractor is prohibited from entering into any contract with a Materials Recycling Facility committing the City's recyclable material stream or any other service set forth herein. Any contract made by the Contractor shall be considered null and void by the City and shall be grounds for the City to declare a default of this contract. The City may terminate this Contract by providing 180 days written notice to the Contractor or such lesser period of time if the City determines that such termination is necessary on the basis of protecting the public health, safety or welfare. The Contractor shall continue to provide services during the said 180 day period or such other period of time as the City may determine to be necessary or desirable. The City may charge the Contractor a liquidated damage equal to the amount of money received by the Contractor from any Materials Recycling Facility for the recyclable materials not delivered to the City's designated Materials Recycling Facility. The liquidated damages shall be deducted from the Contractor's monthly invoice. Contractor will also be subject to additional liquidated damages as set forth herein. In the event the Contractor commingles solid waste with the recyclable materials, the City may charge the Contractor liquidated damages for the loss of recyclables. The liquidate damages will be an amount equal to the monthly average of revenue received for recyclables. The revenue due to the City for the loss recyclables for that period shall be deducted from the Contractor's invoice for that month. The Contractor shall also be subject to additional liquidated damages as set forth herein. The Contractor shall submit a recyclable materials status report to the City on a monthly basis to include at least all of the following: (a) Summary of all tonnages of recyclables collected by category. (b) Details of problems in the recyclable materials collection operation. (c) Measures taken to resolve problems, increase efficiency, and householdparticipation. Section 11: Public Education The Contractor shall produce and distribute, four times per year on a schedule provided by the City to all customers, brochures that specify all solid waste services that are provided under this Agreement and the guidelines for collection of solid waste, recyclables, yard waste, white goods and related materials. These brochures will be produced under the direction of and approval by the City. The Contractor's logo or other identifying information may be prominently displayed on these service guidelines. The Contractor shall provide at least four environmental education projects annually. These projects can include but are not limited to: bulk mail education brochures, printed educational materials, educational displays, environmental events, educational assemblies as schools, and special recycling projects. All projects shall be approved, in advance, by the City. Section 12: Prohibition on Commingling Recyclables, yard waste, special waste, and hazardous waste shall not be commingled with municipal solid waste or refuse. Section 13: Reporting Requirements The Contractor shall be responsible for maintaining and submitting reports on a weekly, monthly or annual basis. Monthly reports shall be transmitted to the City no later than 20 days following the reporting period. Each report shall include the following: a) Tons of refuse or cubic yards with a conversion factor for weights if scales are not available for recording actual weights [monthly/annually 1; b) Tons/pounds ofrecyclables [monthly/annually I; c) Cubic yards or yard waste [monthly/annually 1; d) Number and description of customer and City complaints/actions taken/current disposition [weekly/monthly]; e) Participation rates for recycling and yard waste monthly/annually I; and f) Billing Statement prepared by City [monthly]. Reports shall be supplied in an electronic format, prepared USlOg software and formats designated by the City. No later that 30 calendar days after the end of the City's fiscal year, the Contractor shall submit an annual report covering the immediate preceding year and include the following information: a) A collated summary of the information contained in the monthly reports; b) A discussion of highlights and other noteworthy experience, along with measures to resolves problems, increase efficiency and participation; and c) A description of all public information programs undertaken with audiences reached and media used. ,=,I-<Nt-UI-<L) ::, W q.~t'~:.::::q.~~:'::::'=:I ~q.t'lt't'~t' ~'=:I:bbam P. ~0:':::: Exhibit A TABULATION-RFP 0810703 DlIte ISllued .kin 11.~OOT SOLID WASTE AND RECYCL.ABLE W:llltP. Waste BaBe Current MATERIALS. AND RELATt;C Unit Dispo!lal MATERIALS Pro Services RlItcs nGG/oc COLLECTION. TRANSPORT, AND DISPOSAl. seRV~~ ll.Cl'iclemlal CW'll3.iClCfAllcy 3<:Mc"" por month.. ~ I",,~I 13.00 1c;..d.S :10.6' 10.24 Re~identi~ Sioo-J:)o(lr !':\'$'Vic:..!!: 1"':1' montll. per unir. 2S.!lO ;t4.80 30.99 10.201 Ad<liliO!lN Bulle WMIe, .,'fIfll Walt\c IIlld Junlc Collcctioo S\!rvt~< Der Dillie yr~tl 15.00 7,10 10.&6 :1.87 0""'"""","01 c:...rb.;....IAllay Slll'vi"e. or.r mnnlh, PtJ. U1lil 23.90 21.60 25.83 10.24 Ctlmmwftl Side-Door Scrvi""r, per lTUlfllh. pel' unit 33.90 29.81) 38,75 10.24 Additional BuIJc w~~~. Ylml WI\.,tc nnd ]W11c CoU=im ll~= 1''''' c,..l,ic :prd 15.00 7.20 10.86 ~,67 COll\Jl\ere;~' )"",m.-l.ond SetVicC!l 1"'I'(:I.lhi,: )'lIro 4.;tO S.10 3.71 2.61 AdditionAl Fl'llflt-I.DAd Solid W...~e """ Ynnl WII.'l\C ll<:!vices (BXml PICll: t)T>) pr.r cuhU: )'onJ 6.20 7.10 "'.71; :1.61 C""'ll'erlll.IFmn,.land C<lmpllClOl: SIlJid W,,<IC ~'Viccs pet' cubic. ynn! 12.60 :1.0.40 14.B4 7.83 Additional FIQl1I,-Lood C,IJ:I'I>I1Cf.or S"ltd W..t~ s~l'Vi... (T:~\Il.~ Pick Up) por C\,bic Yllro 11.60 29.40 ta.55 7.83 C(llYlfl)r.n;1111 Fnlnl.T.nad Rceyclnblo.l'ic:tv1c.:. per cubic)"'l<1 3.~0 3.45 3.n 2.1J Addil,nMl frollt-Load Rcty"loblc ~ic"'; per C\ll:li~:ynrtl 5.s0 3.45 4.65 2.13 Lock> p.t:'t ~Lh. 1'""'" Cl)f\uinar 11\.00 ]5.00 15.00 0.00 Whooll< f"!'r month. per oont.,;"~r l.e,oo '-S.OO 25.00 0.00 COJTlm=1nlll\)d R...id<'1'\tiBI Rall-Ofl'SQhd [1r.liI".'l')' Clw,!!c. per ~.IJI\",'nc.!r !i-5.0[} 65.00 94.00 21.25 I WIlSlC 5el'vIC\!.~ I'l.,U ('.No'll" -I- .\"tu,,1 di>p_1 t<><<. 15&.00 1:10.00 198.00 'D.OO Dry Rl'" Chn'T:Ir.. i'lCl" .'o"tdincr es.oo 17.0.00 94.00 42.50 K.c100lllicm ("~'T)'.C. per cUf\t,liner &:;.00 1'..0.00 9~.OO ~2.50 .Kent.!1 Cl1B1'l!.1! n:.i.oo 12.0.00 1.?.5.00 71.00 (~'fM'IePOi") ODd JM.oid<,,,...Ill.nll..otI Yon! Ddj~ Ch;~, ~ COlllloiner 85.00 65.00 94.00 21.25 ond Clnr.s ill SclViccs ),1) y.l. PIlII Ch:lrgc 265.l'(1 7.00.00 276.00 0.00 2/lyd. Pull (:h",~ :>53.00 290.00 36'1.00 0.00 ~ yd. Pulll:I,,~ "".:1:.00 380.00 '153.00 0.00 40 yd. Pull e:hrvge 530.00 470.00 5'11.00 0.00 01)1 R"n ('.I-~"l1', flO' <",,\;.me.: e!>.(I(I 17.0.00 9-1.00 ~')..SO 1;lct~\\;(." CJlllrg^. f'tCft" Qt"l'ntft~TM..'" 45.00 !:iO.OO Qd..OD 4.".50 RCI1taJ ChAT!.'.~. p"" cnnll,intr 115,OO nO.DO 125.00 79.00 C'AII'lI'llen:;al Roll-Otl'Rcr::rr.1ob1c 3C1ViCCll Dclivt'ry Clm~, per eontoinC! 85.00 65.00 94.00 21.25 1 0 yd Pull Ch;\TSC 1:';:;.01) ~7.D.OO .100.0'0 n.DO 20 yd. Pull Chi\l'l!C .lS~.OO 120.00 , BB.OO 0.00 3tl yd. Pull Chlll1:!~ :1.55.00 120.00 188.00 0.00 I4Q yd. 1>I.Ill CIwl!r- 155.00 1.~0.cIO ten.oo 0.00 l),y 1<....... (_,..>~, l"" ""nlnin.... IIS.OO 120.00 94.on 42.50 ~eIMJ\linn ChaTgl:., p"" ",..nl,.."", (15.00 120.00 !l4,0Q 42.50 ~c.IlI,,1 (~\o;lIMC. per OOllloinc.r 115.00 120.00 U5.00 79.00 C:ommllTl.llV CICIl\1-1 Jp o.1Y ;""r evenl I).I)Q 0.00 2B.aoo.00 0.00 StNm :0."""", :r..n"ClrlPCT!:on 32.00101' 53.6:1./hr 4O.001hr NI^ J i~u;pmclI!lV eb.iclc. 138.00lhr 140.00/hr 17S.00/hr NIA Miscellaneous Servi= .ocr ~UC.:l 50.00 .~(I.11O !'ItA "' pl~ "'~\(' "~I CDJrtl; P~~.1 SoIklWlloteFel!!l.lfls