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441-Roll off and Compactor Srvc226 MINUTES .,, City Commission, Sanford, Florida 7s00 P.M. REGULAR MEETING Decerab6r 27 Termination of Roll-off and compactor service franchise with Waste Management Inc. of Florida. and open services for competition until December 31. 2001. City Manager VanDerworp reported the City has two options, open the franchise to competition until December 31, 2001, when the FRS agreement will allow them to take over this service; or authorize FRS to have an exclusive on this service right now. Opening up for competition allows the execution of a franchise agreement with whomever wishes to provide the service, and the City would still receive the 50% franchise fee. He feels the total revenues received by the City under this option would be reduced from the approximately $98,000 it is receiving now, because more than one provider would have to be tracked, and also the price to the consumer would go down due to the competition, so the revenues would go down. The loss of revenues could be as much as 50%. Giving FRS the exclusive franchise now would reduce staff administration time and would result in the City receiving the same amount of revenues they are currently receiving. The City Manager's recommendation is to open the franchise for competition until December 31, 2001, due to all of the building and development that is in progress in Sanford, and the competition would reduce the cost of new development, which would be an economic development benefit to new businesses in terms of coming into Sanford and working in Sanford, and that would increase Sanford's tax base. George Geletko, 507 Lake Victoria Circle, Melbourne, of Waste Management, reported his company spent twenty years developing this market, prior to June of 1991 when the City took on the business, and they provided a good service at a very competitive price and did a good job. Through that process Waste Management established 70% of the market in Sanford, and they would like to continue that service. Sid Vihlen, Jr., 204 N. Park Avenue, representing Florida Recycling Services, Inc. (FRS), reported they have just bought the central Florida operations of BFI, which ranked second during the privatization process of the City's Solid Waste division. There is now a consolidation of the two companies (FRS and BFI) in central Florida, and the management staffofBFl in central Florida stayed with FRS. They have 145 local trucks and 270 employees, more than 25 who reside within the City of Sanford, as well as three members of the management staff. Also, there are ongoing negotiations to pumhase a major facility for the roll-offcan and general dumpster shop which includes renovations. Them is a property in Sanford that he would like to pumhase and bring this new industry to Sanford with a lot of well-paid employees. They would like to be in operation by the end of February, 2000, or the beginning of Mamh, 2000. He further reported that FRS is to take over the construction and demolition debris operation for the City in 2001. This means there is a short period of time between one exclusive franchise and another exclusive franchise, and the City will have increased administrative duties to include licensing, following insurance, the increased liability for all of the companies, and monitoring the revenues to protect the City's franchise fees. This could be an administrative nightmare to track income and revenue. Liability is a major factor in dealing with contracts where them are moving trucks and related dangerous equipment of multiple contractors. Jay Gunter reported there could be six to ten contractors that could come forward and want the roll-off business in Sanford. Mr. Vihlen reported that he believes the costs to the citizens and the construction community would increase if the City opened the franchise for competition, because the bids were rendered in a competitive bid process. MIN U TES City Commission, Sanford, Florida 7:00 P.M. REGULAR MEETING Deckbet 27 19 99 Commissioner McClanahan moved to terminate the existing franchise with Waste Management Inc. of Florida, and give the exclusive franchise to FRS immediately. Seconded by Commissioner Eekstein and carried by vote of the Commission as follows: Mayor-Commissioner Dale Nay Commissioner Eckstein Aye Commissioner Willjams Aye Commissioner Lessard Aye Commissioner McClanahan Aye Board appointmen~s/reappointments, Historic Preservation Board. City Clerk Janet Dougherty reported Ms. Sica Nacu resigned from the Board effective November 1 !, 1999. Commissioner Lessard moved to accept Sica Nacu's resignation. Seconded by Commissioner Willjams and carried by vote of the Commission as follows: Mayor-Commissioner Dale Aye Commissioner Eckstein Aye Commissioner Williams Aye Commissioner Lessard Aye Commissioner McClanahan Aye Commissioner V~illiams moved to appoint Barbara Knowles to replace Sica Naeu. Seconded by Commissioner Lessard and carried by vote of the Commission as follows: Mayor-Commissioner Dale Aye Commissioner Eekstein Aye Commissioner Willjams Aye Commissioner Lessard Aye Commissioner McClanahan Aye Nuisance Abatement Board. City Clerk Janet Dougherty reported there is a vacancy on the Board due to the resignation of Sue Walther. No action was taken on this board. Scenic Improvement Board. City Clerk Janet Dougherty reported the terms of Catherine E. Bossert, J. Manuel Acevedo and Betty Akers expire on January 31, 2000. Commissioner Lessard moved to reappoint Catherine E. Bossert, J. Manuel Acevedo and Betty Akers. Seconded by Commissioner Willjams and carried by vote of the Commission as follows: Mayor-Commissioner Dale Aye Commissioner Eckstein Aye Commissioner Williams Aye Commissioner Lessard Aye CommissionerMcClanahan Aye Consent Agenda, Commissioner Lessard moved as follows: Accept bid for Precast Concrete Manholes from Taylor Precast, lowest bidder, for Bid//99/00-02, in the amount of $t0,692. Acknowledge payments made during November, 1999. Approve revised McCracken Road Water Facilitation Agreement. Approve employment agreement with Tony Ackerson for the posit'ion of Pool Supervisor of the San ford Pool and Aquatic Complex. Authorize execution of amendment to agreement with GEt Consultants, Inc., increasing the amount of the contract for Remedial Investigation and a Draft Feasibility Study for Operable Unit 1 by $25,000.00. MEMORANDUM TO : FROM : SUBJECT : SANFORD PUBLIC WORKS DEPAR'~MENT BUILDING - FLEET - SOLID WASTE & STREET DMSIONS CITY MANAGER PUBLIC WORKS DIRECTO~ NOVEMBER 26, 1996 COMMERCIAL ROLL-OFF SERVICE REQUF_.SF FOR PROPOSAL RECOMMENDATION Mr. Simmons, On November 25, 1996 responses to Request for Proposal 96/97-21 were opened. There were six responses, one was a no-bid, and all proposals are available for review. This proposal is to establish rates and terms for the provision of roll-off and compactor service to customers in the City of Sanford. Jennings Environmental Service is the current provider and the current pull charge, (amount charged to senrice a container), is $67.50. It should be noted that the present rate is substantially below prevailing rates in the area - typically in the $100 per pull range. For pricing comparison, attached is a spreadsheet that shows the proposed pull charges, average disposal costs, fees, and total bill for two types of "typical" customers. The first is a construction type customer using a non-sanitary landfill, the second is for a compactor or roll-off using' Seminole County's sanitary land fill. Since there are three proposals with pull charges at or below existing levels, it is recommended that the two with higher charges be eliminated from further consideration - Disposall, and USA Services Inc. Of the three remaining .proposals - Browning Ferris Industries (BFI), County Environmental Services (CES), and Jennings Environmental Services (JES) - issues 6ther than price are more relevant, with the ability to perform the specified work being foremost. While BFI and JES are large adequately equipped and staffed companies, and JES has successfully senticed this contract for four years, CES's proposal lists two trucks and twenty- nine roll-off containers for equipment and no information about staffing. Although CES's level of equipment should be adequate to senrice most of the customers most of the time, it may be insufficient to cope with breakdowns, large volume increases, peak period activity generated by the major customers, and natural disasters. Unless an alternate method of insuring performance and prompt response - other than the required performance bond, which is a slow responding mechanism - it is recommended that CES be eliminated from further consideration because of their limited resources. Between the two remaining proposers, their pull prices are $64.15 for BFI, and $67.50 for JES, a difference of $3.35 per pull or 5% +. When considered as a portion of the "typical" customer bill, about $200 for construction and $300 for compactors, the difference is even less significant - about 1.7% for construction type service and 1.1% for compactor service. This price difference is relatively small and, with either choice, would be virtually transparent to customers. With both proposals substantially even to this point, with a slight advantage to BFI on price, qualitative issues become more significant. Primary among these is customer service and relations, therefore, a sample of four customers were polled, (there are about 35 customers serviced per month and the sample attempts to provide a representative cross section of uses). They were informed that the contract was being renewed, of the potential ITEM 7 to save five to ten dollars per pull if the provider were changed, and were asked to comment. All four reported they were very satisfied with the currein provider and felt they were getting excellent service. One reported that, "if you can save me a few bucks, do it." The other three wished to stay with the current vendor - JES. Other issues to consider in changing providers are: personnel familiarization with container locations and accessibility, adapting to customer schedules, routine and emergency contacts for customers, and many other routine matters. While these items are easy to coordinate and implement, they are all potentially disruptive elements that have been long settled with the current provider. BasEd on the above criteria, and in the overall best interest of the City of Sanford and the affected customers, it is recommended that the franchise be awarded to Jenn~ngs Environmental Services, Incorporated, P.O. box 6862, Longwood, Florida - 32779-6862, for the five year term requested in the proposal. If you concur, please schedule this item for consideration on the December 9, 1996 City Commission agenda. A draft of the necessary franchise agreement is attached, and authorization for the Mayor to execute it should be acted on at the same meeting. RGH/ks xc: Purchasing Agent :~~ FRANCHISE AGREEMENT .., ROLL-OFF AND COMPACTOR SOLID WASTE SERVICE This agreement, ~nade and entered into this 1st day of January, 1997, by and between the CITY OF SAN FORD with its principal place of business located at City Hall, P. O. Box 1788, Sanford, FL 32772, hereinafter referred to as the "City", and , with its principal place of business located at, hereinafter referred to as the "Franchisee." ' WITNESSETH: WHEREAS, it is the intent of the City of Sanford to grant exclusive rights to the Franchisee for the collection and removal of commercial waste generated by customers who require roll-off or compactor service within the City; and WHEREAS, the City is duly authorized to grant a franchise for the collection of solid waste and recyclable materials within the City of Sanford, Florida; and WHEREAS, said Franchisee agreescharge rates to customers within the City as specified and required herein, and WHEREAS, said Franchisee agrees to pay the Franchise and Recycle Fees specified and required by Ordinance 3070 and Resolution 1611, as amended from time to time, of the City of Sanford, and has presented satisfactory evidence to the City that it is in an adequate physical and financial position to provide such service under all rules and regulations of the City; and WHEREAS, the City has found that the granting of a commercial solid waste and recyclable materials roll-off container collection franchise to the Franchisee is in the best interest of the public. NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto intending to be legally bound, hereby agree as follows: ARTICLE I - DEFINITIONS As used herein, the definitions contained in Section 2, definitions, of City of Sanford Ordinance 3066, and Ordinance 3070 as amended, shall apply unless otherwise specifically stated. Franchisee: Franchisee shall mean the Franchise Collector or his authorized representative. Roll-off: Roll-off shall mean a large commercial solid waste container, normally 10 cubic yards or larger, for the collection of solid waste. Compactor: A Compactor shall mean a roll-off commercial solid waste container with a mechanical means of compacting or reducing the volume of the materials placed inside for disposal. ARTICLE 2 - SCOPE OF WORK The Franchisee is granted a franchise to provide all collection services of commercial waste requiring roll- off/compactor containers from and within the City of Sanford, Florida, to customers under the terms and conditions set forth herein. The Franchisee shall not enter into any service agreements within the City that replace existing non-roll-off/compactor dumpster service other than as provided herein. The frequency, type and nature of the collection service of commercial waste shall be as established individually between the person controlling the real property and the Franchisee. The Franchisee shall comply with all applicable local, state and federal laws, codes, ordinances, resolutions, rules and regulations. The Franchisee shall provide all labor, materials, equipment, tools, machinery, facilities, supervision, skills, and other services to provide the collection services required hereino The Franchisee shall pay, at its expense, all costs, expenses, license fees, and charges required to perform the collection services including disposal charges at a State of Florida licensed solid waste facility. DRAFT DRAFT FRANCHISE AGREEMENT ROLL-OFF AND COMPACTOR SOLID WASTE SERVICE The relationship 'between the parties shall be limited to performance of this Agreement solely in accordance with its terms. No party shall have any responsibility whatsoever with respect to services provided or contractual obligations assumed by the other party and nothing in this Agreement shall be deemed to constitute either party a partner, agent, or legal representative of the other party or to create any fiduciary relationship. The Franchisee's status shall be that of an independent contractor. ARTICLE 3 - PAYMENT 3.1 RATES, BILLING and FEES A. The Franchisee shall be responsible for the billing, collection and incidental costs of fulfilling the contract agreements with parties being serviced. B. The Franchisee shall submit a franchise fee to the City of 15% of total invoiced billing for all Commercial Refuse Service rendered in the City. The franchise fee shall be applied to all charges for service rendered, i.e. Pull charge, Disposal charge, Short term or frequency based container rental charge and other authorized charges. The franchise fee shall not apply to long term equipment leases for compactors or other mechanized specialty equipment. C. The Franchisee shall submit a recycling fee to the City of $ .50 per cubic yard collected for all commercial refuse service rendered within the City of Sanford. D. The Franchisee shall charge rates for roll-off and roll-off compactor collection services as indicated on the Bid documents, (Bid # 96/97-??), provided by the Franchisee and attached heretoo The rates are to be calculated by subtotaling: pull charges - disposal charges - rental charges - other applicable charges, plus a Franchise fee of fifteen percent (15%) of the subtotal charges, plus a Recycling fee of fifty cents ($0.50) per cubic yard of service rendered. E. The Franchisee shall pay to the City the applicable franchise and recycling fees as set by the City Commission by the 20th of the month following provision of the service. F. The City reserves the right to change the amount of franchise and recycling fees. The City will notify the Franchisee of any such fee change at least thirty days prior to the effective date. ARTICLE 4 -INDEMNIFICATION The Franchisee shall at all times defend, indemnify, protect, hold harmless, and exempt the City, its officers, agents, servants, employees and subcontractors, from any and all penalty, damage, or charges arising out of claims, suits arising out of claims, suits, demands, causes of action, or award of damages whether compensatory or punitive, or expenses adsing therefrom, including the City's attorneys fees, either at law or in equity, which might be claimed now or in the future, including any payments required by the Worker's Compensation law, which may arise out of or be caused by the operation of performance, operation, main- tenance, repair, installation, replacement or removal of any site, building, equipment, or vehicle within the Franchisee's solid waste collection system and which is caused by a negligent or intentional act or omission of the Franchisee, its officers, agents, servants, employees, and subcontractors. The Franchisee shall pay, and by its acceptance of this franchise, the Franchisee specifically agrees that it will pay, all damages and penalties which the City legally may be required to pay as a result of the granting or extension of this franchise. Such damages or penalties shall include, but shall not be limited to, damages arising out of copyright infringements, anti-trust violations, and all other damages arising out of or relating to its operation and maintenance of a commercial solid waste collection and disposal business, whether or not any act or omission complained of is authorized, allowed or prohibited by this franchise. ARTICLE 5 - TERM 5.1 FRANCHISE AGREEMENT A. The term of this agreement shall be for ??? years beginning on January 1, 1997 and terminating on December 31, ????. The term shall consist of (???) consecutive annual periods: The first from- January 1, 1997 through December 31, 1998, The second from- January 1, 1998 through December 31, 1999, The franchise agreement shall remain in force unless either party terminates the agreement by giving written notice of termination at least ninety (90) days prior to the expiration of any annual period. B. Rates as stated in Article 3 section 3.1, D, and in the Franchisees' bid, (Bid-96/97-??), shall remain firm DRAFT DRAFT FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 3 of 8 for the full term of this agreement. Rate adjustments may be considered at the end of each annual term providing that th~ Franchisee submits a request at least ninety (90) days prior to the end of any annual term. The Franchisee thust provide adequate justification of the need for any rate increase. Such justification must be submitted with adequate financial records or information to document the necessity for an increase. Any request for a rate increase which exceeds ,the local Consumer Price Index for Urban Wage Earners and Clerical Workers, published by the U.S. Department of Labor - Bureau of Labor Statistics, since the date of the execution of this agreement or. since the date of the last adjustment must be justified by adequate financial data to document financial hardship for the Franchisee. No rate adjustments will be considered or allowed within each annual term. All rate adjustments are subject to final approval by the City Commission operating in public session, whose decision shall be final. ARTICLE 6 - STATEMENT OF ASSURANCE The Franchisee, for the Term of this Agreement, assures the City that said Franchisee will not on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against said Franchisee's employees or applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, and the Florida Human Rights Act of 1977) and understands and agrees that this Agreement is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Franchisee herein assures the City that said Franchisee will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) is/are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto, This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within it protective range of applicability. ARTICLE 7 - RESPONSIBILITIES OF FRANCHISEE 7.1 EQUIPMENT and PERSONNEL The Franchisee shall do all the work and furnish at its own expense all labor, materials, equipment, and other facilities, as may be necessary and proper for performing and completing the work under this Agreement. The work shall be performed in accordance with the true intent and meaning of this agreement. Unless otherwise expressly provided, the work must be performed in accordance with the best modern practices, with workmanship of the highest quality, all as determined by and entirely to the satisfaction of the City. Unless otherwise expressly provided, the means and methods of collection shall be such as the Franchisee may choose, subject, however, to the approval of the City. Only adequate and safe procedures, methods, and equipment shall be used. 7.2 COMMERCIAL COLLECTION SERVICE The Franchisee shall not provide service to any account until the Franchisee has notified the City's Solid Waste Division and the Franchisee has received authorization for that account from the City. The City shall be provided with a copy of the service agreement for each account within one week of providing service. Copies may be forwarded to the Solid Waste Division by mail or by telefax to (407) 330-5666. The Franchisee shall collect and remove all properly contained Solid Waste placed in accordance with City Ordinance No. 3066 and 3070. The nature and frequency of Commercial Collection Service shall be as agreed between the Customer and Franchisee. Commercial Collection Service shall not be conducted before 5:30 a.m or after 9:00 p.m. No collection shall be made on Sunday except for restaurants and hospitals. The Franchisee shall maintain and keep up- to-date all such records and files as necessary to document the collection service. 7.3 REPORTING of RECYCLABLE and SOLID WASTE COLLECTION MATERIAL The Franchisee shall keep records of all recyclable and solid waste materials picked up in the City. Such records shall consist, at a minimum, of the net weight of each type of recyclable material collected, the volume and weight of all other solid waste collected (yard waste, institutional, demolition, etc.) and all charges (pull charge, rental fee, tipping fee, equipment lease charge, franchise & recycling fees and other charges) for each account. A calendar months' report shall be provided to the City with a complete list of all accounts. The report shall include the following information: each type of material, volume (cu. yards) DRAFT DRAFT FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 4 of 8 ~nd/or weight of each material, the date of collection, a subtotal of all charges; pull charge, rental fee, tipping fee, equipmen, t lease charge, franchise & recycling fees and other charges for each account and a grand total of all subtotals for the reporting month. The calendar month report shall be forwarded by the 20th of the following month, failure to do so shall result in a $50.00 fine per day that the report is late. 7.4 PROVISION of COMMERCIAL ROLL-OFF/COMPACTOR CONTAINERS The Franchisee shall provide roll-off and other large containers to all, authorized commercial collection service customers requesting them. The type, number, and location of such containers shall be as agreed between the Customer and Franchisee. In the event that a customer fails to comply with the contract agreement and his service is discontinued by reason of nonpayment, the City must be promptly notified in order to take appropriate action for sanitation purposes. The Franchisee also shall be responsible for the care and maintenance of the roll-off containers supplied and shall hold the City harmless for any and all liabilities arising out of the use thereof. For privately owned roll-off containers, the Franchisee shall hold the City harmless for any damages to the roll-off containers or liabilities associated therewith arising out of utilization of such roll-off containers. 7.5 FREE SERVICE The Franchisee shall not provide free collection, transportation, or disposal of solid waste services without the express written approval of the City. 7.6 SUITABLE CONTAINERS Any privately owned container which is in disrepair so as to cause a hazard to the public, or the Franchisee, may be condemned and so marked by the Franchisee. The Franchisee must notify the City of within two (2) days of marking such containers. Containers so marked may be picked up and removed by the Franchisee after two weeks following the marking of the container if it has not been replaced or repaired by the Owner. 7.7 PRESERVATION of PROPERTY The Franchisee shall preserve from damage all property along the mute of the collection services, or which is in the vicinity of or is in any way affected by the performance of the collection services. Franchisee~hall locate containers in areas that allow access without driving over curbing, sidewalks and other public appurtenances. This applies, but is not limited, to the public utilities, trees, lawn areas, building monuments or markers, fences, pipe and underground structures, public streets, (except natural wear and tear of streets resulting from legitimate use thereof). Wherever such property is damaged due to the activities of the Franchisee, it shall be immediately restored to its original condition by the Franchisee at its own expense. If the Franchisee fails to restore such property, the City may upon 48 hours written notice to the Franchisee, proceed to repair, rebuild, or otherwise restore such property as may be deemed necessary, and to bill the cost thereof to the Franchisee. 7.8 SPILLAGE and/or LITTER The Franchisee shall be responsible for picking up and/or removing any spillage or litter resulting from the performance of the collection services by the Franchisee. Areas of spilled trash adjacent to commercial collection containers not caused by the Franchisee shall be cleaned up by the Franchisee or the customer. 7.9 IDENTIFICATION All solid waste collection vehicles and equipment operated by the Franchisee shall be clearly marked with the name of the Franchisee and its telephone number. All employees of the Franchisee shall display identifi- cation showing them as employees of the firm. 7.10 OFFICE The Franchisee shall maintain an office with regular business hours, five days per week, Monday through Friday, and shall have adequate personnel and facilities in said office to receive and duly respond to complaints and questions made or raised by Customers of the Franchisee during regular business hours. The Franchisee shall provide to the City a list phone numbers of persons who could be contacted for emergencies or after business hours complaints. DRAFT DRAFT FRANCHISE AGREEMENT- SOLID WASTE SERVICE Page 5 of 8 7.11 BOOKS and RECORDS The Franchisee shall keep records of wastes collected and charges therefor, and the City shall have the right to review those records wF~ich in any way pertain to the payments due it as well as the billing of all customers by the Franchisee. The Franchisee's auditors shall certify to the City the accuracy of these records. The City shall have the dght to conduct a financial audit performed by an accountant in accordance with generally accepted accounting principles, when determined necessary by the City. All information so obtained shall be confidential and shall not be released by the City unless expressly authorized in writing by the Franchisee or required under applicable law. The Franchisee will be responsible for the monthly billing of the customer and the City shall be provided with a monthly report as required in Article 7 - section 7.3 herein. 7.12 PERMITS and LICENSES The Franchisee shall obtain at its own expense all permits and licenses required by law or ordinance and maintain same in full force and effect. 7.13 COMPLAINTS If the Franchisee receives any complaints from customere or other persons on the quality of service, use of equipment, method of collection, or other matters, then the Franchisee shall respond to the matter within twenty-four hours of receipt, 48 hours if such complaint occurs on a weekend, and resolve the matter within seventy-two hours of receipt. Further, the Franchisee shall fully cooperate with the City in addressing such complaints. The Franchisee shall maintain an up-to-date file listing all complaints received and the Franchisee's response or action taken with respect thereto. The City shall receive a copy of the complaint listing on a monthly basis. 7.14 COMMUNITY SERVICE The Franchisee shall provide emergency response services as directed by the City Manager, which emergency response service would be performed immediately by the Franchisee in accommodation of the emergency nature of the service requirement, and for which reasonable compensation to the Franchisee shall be negotiated with the City Manager after emergency services have been rendered. ARTICLE 8 - SPECIAL CONDITIONS 8.1 REPRESENTATIVES: The authorized representative of the City for purposes of this Agreement shall be the Public Works Director. The authorized representative of the Franchisee for purposes of this agreement shall be the Division Manager. Either party may change its representative upon five days written notice to the other party. 8.2 INSURANCE The Franchisee will have and maintain such insurance as will protect it from claims under workers Compensation Laws; disability benefit laws, or other similar employee benefit laws; from claims for damages because of bodily injury, occupational sickness or disease, or death of his employees including claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees, including claims insured by usual personal injury liability coverage; and from claims for injury to or destruction of tangible property including loss of use resulting therefrom -- any or all of which may arise out of or result from the Franchisee's operations under the Agreement, whether such operations be by himself or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable. This insurance shall be written for not less than any limits of liability specified or required by law, whichever is greater. Within 30 days, the Franchisee will file with the City certificates of such insurance, acceptable to the City; these certificates shall contain a provision that the coverage afforded under the policies will not be canceled or materially change until at least thirty days prior written notice has been given to the City. INSURANCE REQUIRED: A. General: Before starting and until completion of the term of the Agreement, the Franchisee shall procure and maintain insurance of the types and to the limits specified in Paragraphs B (1) through (3) inclusive below. DRAFT DRAFT, FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 6 of 8 Coverage: The amounts and types of insurance shall conform to the following minimum requirements: 1. Worker's Compens~.tion - Coverage to apply for all employees for Statutory Limits in compliance with the applicable state and federal laws. In addition, the policy must include the following: a. Employer's Liability with a limit of $100,000 each ~ccident. b. Notice of Cancellation and/or Restriction - The policy mu~,t be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 2. Comprehensive General Liability - Coverage must be afforded 'on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy filed by the Insurance Services Office and must include: a. Minimum limits of $1,000,000 per occurrence and $5,000,000 aggregate combined single limit for Bodily Injury Liability and Property Damage Liability on, b. Premises and/or Operations, c. Independent Contractors, d. Additional Insured - The owner is to be specifically named as an additional insured, and e. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 3. Comprehensive Automobile Liability: Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Services Office and must include: a. Minimum limit of $1,000,000 per occurrence combined single limit for Bodily Injury Uability and Property Damage Liability on b. Owned Vehicles, c. Hired and Non-Owned Vehicles, d. Employee Non-Ownership, and e. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 4. Certificates of Insurance and Copies of Policies: Certificates of Insurance in triplicate evidencing the insurance coverage specified in the previous paragraphs 8.2 (B) (1) - (3) inclusive, and certified copies of the bond required by paragraph 8.2 (B) (4) shall be filed with the City before operations are begun. The required certificates of insurance not only shall name the types of policies prodded, but also shall refer specifically to this contract and section and the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this contract. If the initial insurance expires prior to the expiration of this agreement, renewal certificates of insurance and required copies of policies shall be furnished thirty (30) days prior to the date of their expiration. The following cancellation clause must appear on the Certificate of Insurance. The present Cancellation Clause appearing on the Certificate must be X'd out and initialled by the Agent of the Insurer. "Cancellation - Should any of the above described policies be canceled before the stated expiration date thereof, insurer will not cancel same until at least 30 days prior written notice (by certified mail) has been given to the City of Sanford, the below named certificate holder. This prior notice provision is a part of the above described policies. Job Location: City of Sanford ." 5. Performance and payment bonds: The Franchisee shall furnish to the City a security bond insudng the faithful performance of this agreement and executed by a surety company with a Best rating of A or greater with a financial size category of five or better, licensed to do business within the State of Florida and on the list of federally approved bond companies. Said bond shall be in an amount deemed by the City and the Franchisee to be reasonable and necessary to enable the City to receive payment of the franchise and recycling fees provided for by this agreement, and to obtain equipment and personnel to maintain commercial roll-off collection for a three (3) month period in the event that the Franchisee becomes insolvent or fails to fulfill the terms and conditions set forth herein. For the purposes of the security bond the gross annual amount of revenues and franchise/recycling fees to be generated by this agreement is estimated to be two hundred thousand dollars ($200,000). The bond amount necessary to assure performance of the Franchisees DRAFT DRAFT FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 7 of 8 duties and payment of franchise and recycling fees for three (3) months is fifty thousand ($50,000). The estimated gross annual amount is subject to review and adjustment to more accurately reflect the actual value of the franchise after each annual period. Prior to execution of this agreement, the City shall require the Franchisee to furnish such bonds in such form as is acceptable to the City. 8.3 Transfer of Ownership This Agreement shall not be assigned or transferred, or if'a corporation, controlling interest in the corporation shall not be sold without the consent of the City of Sanford, which consent if given shall be evidenced by a resolution of the City Commission. 8.4 Notice of Default and Default of Contract Should the Franchisee abandon or delay unnecessarily the performance of, or in any manner refuse or fail to comply with any of the terms of this Agreement or neglect or refuse to comply with the instructions of the City relative thereto, the City shall notify the Franchisee, in writing, of such abandonment, delay, refusal, failure, or neglect and direct the Franchisee to comply with all provisions of the Agreement. Copies of such written notice shall be mailed to the surety that issued the performance and payment bonds and be present- ed to the City Commission for action. The City Commission shall hear the matter at an open session within fourteen (14) days after receipt of such written notice from the City and shall make a determination within seven (7) days after hearing by the City Commission whether or not the action in question is a breach of the terms of this Contract. The Franchisee agrees to be present at such hearing and show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement. Should the Franchisee fail to appear or fail to show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement satisfactory to the City Commission, such Commission may declare a default of the Agreement and notify the Franchisee and the surety that issued the performance and payment bond of such declaration of default, and the City Commission may take such other action as it may deem advisable. Upon receipt by the City of such declaration of default, the Franchisee agrees upon request of the City that he will discontinue the work and that the City of Sanford will provide the collection services to all of the franchise collectors customers. 8.5 Decisions of Questions To prevent disputes, it is understood that questions arising as to the proper performance and the amount to be paid for under this Agreement shall be decided by the City Manager of Sanford, subject to the right of Franchisee to appeal to the City Commission, whose decision shall be final. 8~6 Force Majeure Notwithstanding any provision other than as set forth in this Section, Force Majeure, the performance of this Agreement may be suspended and the obligations thereunder excused in the event that such performance is prevented by an event beyond the control of the Franchisee (Force Majeure) and the Franchisee acts in the following manner: 1. As a condition precedent the Franchisee shall notify in writing within 48 hours, and affirmatively prove within seven days to the City the occurrence of a force majeure event and the time delay thereby to the performance of the provisions of this Agreement. 2. Should the City find that a Force Majeure event has occurred, it shall extend the time for Performance accordingly. Provided that in the event the City, exercising its reasonable discretion, finds that the Force Majeure event will prevent or alter performance or for such a period of time as to make performance unreasonable, the City may declare the Agreement terminated. 3. A force majeure is defined for the purpose of this Agreement as: Compliance with any order of any governmental authority or court, acts of war, rebellion, insurrection, sabotage or damage resulting therefrom, fires, floods, explosions,washouts, or events similar to these above. Provided that any Force Majeure event or its effects must be affirmatively shown to have been beyond the reasonable control of the Franchisee. The parties further recognize that the provision of Section 8.6 shall in no way limit the Franchisee's duty, as otherwise specified herein, to secure all necessary permits and comply with all applicable laws, regulation, or permit conditions. Any administrative or legal proceedings required to be carried out by DRAFT DRAFT FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 8 of 8 the Franchisee shall be pursued until all available appeals have been exhausted, unless written instruction to the, contract is received from the City Commission. 8.7 Severability t If any part, section, subsection, or other portion of this Solid Waste Franchise Agreement is declared void, unconstitutional, or invalid for any reason,-such part, section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of t. his Agreement, and all applications thereof not having been declared void, unconstitutional, or invalid shall remain in full force and effect. The City and Franchisee declare that no invalid or illegal inducement has been given or offered for the execution of this Agreement. 8.8 Modifications to contract due to public welfare or chanae in law: The City shall have the unilateral right to make changes in this Franchise Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchisee under this Agreement relative to the scope and methods of providing Commercial and Recycling Collections Services as shall from time to time be necessary and desirable for the public welfare. The City shall give the Franchisee reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method of providing Commercial and Recycling Collection Services as referenced herein shall also be liberally construed to include, but is not limited to the manner, procedures, operations and obligations, financial or otherwise, of the Franchisee. The City and the Franchisee understand and agree that the 1988 Florida Legislature has made comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The City and the Franchisee agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law.. IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be duly executed, in triplicate, this __ day of ,1996. CITY OF SANFORD, FLORIDA FRANCHISEE Mayor Bettye D. Smith Attest: Signature Name (typed or printed) City Clerk Title Company - print Attest: DRAFT DRAFT FRANCHISE AGREEMENT - SOLID WASTE SERVICE Notary at Large Date & Seal Page 9 of 8 DRAFT DRAFT FRANCHISE AGREEMENT ROLL-OFF AND COMPACTOR SOLID WASTE SERVICE This agreement, made and entered into this 1st day of January, 1997, by and between the CITY OF SANFORD with its principal place of business located at City Hall, P. O. Box 1788, Sanford, FL 32772, hereinafter referred to as the "City", and dennings Environmental Services, Incorporated, with its principal place of business located at, 101 Wymore Road, Suite 314, P O Box 6862, Longwood, FI 32779-6862 hereinafter referred to as the "Franchisee". WITNESSETH: WHEREAS, it is the intent of the City of Sanford to grant exclusive rights to the Franchisee for the collection and removal of commercial waste generated by customers who require roll-off or compactor service within the City; and WHEREAS, the City is duly authorized to grant a franchise for the collection of solid waste and recyclable materials within the City of Sanford, Florida; and WHEREAS, said Franchisee agrees to charge rates to customers within the City as specified and required herein, and WHEREAS, said Franchisee agrees to pay the Franchise and Recycle Fees specified and required by Ordinance 3070 and Resolution 1611, as amended from time to time, of the City of Sanford, and has presented satisfactory evidence to the City that it is in an adequate physical and financial position to provide such service under all rules and regulations of the City; and WHEREAS, the City has found that the granting of a commercial solid waste and recyclable materials roll-off container collection franchise to the Franchisee is in the best interest of the public. NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto intending to be legally bound, hereby agree as follows: ARTICLE 1 - DEFINITIONS As used herein, the definitions contained in Section 2, definitions, of City of Sanford Ordinance 3066, and Ordinance 3070 as amended, shall apply unless otherwise specifically stated. Franchisee: Franchisee shall mean the Franchise Collector or his authorized representative. Roll-off: Roll-off shall mean a large commercial solid waste container, normally 10 cubic yards or larger, for the collection of solid waste. Compactor: A Compactor shall mean a roll-off commercial solid waste container with a mechanical means of compacting or reducing the volume of the materials placed inside for disposal. ARTICLE 2 - SCOPE OF WORK The Franchisee is granted a franchise to provide all collection services of commercial waste requiring roll- off/compactor containers from and within the City of Sanford, Florida, to customers under the terms and conditions set forth herein. The Franchisee shall not enter into any service agreements within:tkie:Ci:~y that replace existing non-roll-off/compactor dumpster service other than as provided herein. ::.~: ' The frequency, type and nature of the collection service of commercial waste shall be as established individually between the person controlling the real property and the Franchisee. The Franchisee shall comply with all applicable local, state and federal laws, codes, ordinances, resolutions, rules and regulations. The Franchisee shall provide all labor, materials, equipment, tools, machinery, facilities, supervision, skills, and other services to provide the collection services required herein. The Franchisee shall pay, at its expense, all costs, expenses, license fees, and charges required to perform the collection services including disposal charoes at a State of Florida lin~n~rf ,~nlid wa~tp farilitv FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 2 of 8 The relationship between the parties shall be limited to performance of this Agreement solely in accordance with its terms. No party shall have any responsibility whatsoever with respect to sen/ices provided or contractual obligations assumed by the other party and nothing in this Agreement shall be deemed to constitute either party a partner, agent, or legal representative of the other party or to create any fiduciary relationship, The Franchisee's status shall be that of an independent contractor. ARTICLE 3 - PAYMENT 3.1 RATES, BILLING and FEES A. The Franchisee shall be responsible for the billing, collection and incidental costs of fulfilling the contract agreements with parties being sen/iced B. The Franchisee shall submit a franchise fee to the City of 15% of total invoiced billing for all Commercial Refuse Sen/ice rendered in the City. The franchise fee shall be applied to all charges for service rendered, i.e. Pull charge, Disposal charge, Short term or frequency based container rental charge and other authorized charges. The franchise fee shall not apply to long term equipment leases for compactors or other mechanized specialty equipment. C. The Franchisee shall submit a recycling fee to the City of $ .50 per cubic yard collected for all commercial refuse service rendered within the City of Sanford. D. The Franchisee shall charge rates for roll-off and roll-off compactor collection services as indicated on the Bid documents, (Bid # 96/97-21 ), provided by the Franchisee and attached hereto. The rates are to be calculated by subtotaling: pull charges - disposal charges - rental charges - other applicable charges, plus a Franchise fee of fifteen percent (15%) of the subtotal charges, plus a Recycling fee of fifty cents ($0.50) per cubic yard of sen/ice rendered. E. The Franchisee shall pay to the City the applicable franchise and recycling fees as set by the City Commission by the 20th of the month following provision of the service. F. The City reserves the right to change the amount of franchise and recycling fees. The City will notify the Franchisee of any such fee change at least thirty days prior to the effective date. ARTICLE 4 - INDEMNIFICATION The Franchisee shall at all times defend, indemnify, protect, hold harmless, and exempt the City, its officers, agents, servants, employees and subcontractors, from any and all penalty, damage, or charges arising out of claims, suits arising out of claims, suits, demands, causes of action, or award of damages whether compensatory or punitive, or expenses arising therefrom, including the City's attorneys fees, either at law or in equity, which might be claimed now or in the future, including any payments required by the Worker's Compensation law, which may arise out of or be caused by the operation of performance, operation, main- tenance, repair, installation, replacement or removal of any site, building, equipm. ent, or vehicle within the Franchisee's solid waste collection system and which is caused by a negligent or intentional act or omission of the Franchisee, its officers, agents, sen/ants, employees, and subcontractors. The Franchisee shall pay, and by its acceptance of this franchise, the Franchisee specifically agrees that it will pay, all damages and penalties which the City legally may be required to pay as a result of the granting or extension of this franchise. Such damages or penalties shall include, but shall not be limited to, damages arising out of copyright infringements, anti-trust violations, and all other damages arising out of or relating to its operation and maintenance of a commercial solid waste collection and disposal business, whether or not any act or omission complained of is authorized, allowed or prohibited by this franchise. ARTICLE 5 - TERM 5.1 FRANCHISE AGREEMENT A. The term of this agreement shall be for five years beginning on January 1, 1997 and terminating on December 31, 2002. The term shall consist of (5) consecutive annual periods: The first from- January 1, 1997 through December 31, 1998, The second from- January 1, 1998 through December 31, 1999, The third from- January 1, 1999 through December 31, 2000, The fourth from- January 1, 2000 through December 31, 2001, The fifth from- January 1, 2001 through December 31, 2002, The franchise agreement shall remain in force unless either party terminates the agreement by giving written notice of termination at least ninety (90) days prior to the expiration of any annual period. B. Rates as stated in Article 3 section 3.1, D, and in the Franchisees' bid, (Bid-96/97-21), shall remain firm FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 3 of 8 for the full term of this agreement. Rate adjustments may be Considered at the end of each annual term providing that the Franchisee submits a request at least ninety (90) days prior to the end of any annual term. The Franchisee must provide adequate justification of the need for any rate increase. Such justification must be submitted with adequate financial records or information to document the necessity for an increase. Any request for a rate increase which exceeds the local Consumer Price Index for Urban Wage Earners and Clerical Workers, published by the U.S. Department of Labor - Bureau of Labor Statistics, since the date of the execution of this agreement or since the date of the last adjustment must be justified by adequate financial data to document financial hardship for the Franchisee. No rate adjustments will be considered or allowed within each annual term. All rate adjustments are subject to final approval by the City Commission operating in public session, whose decision shall be final. ARTICLE 6 - STATEMENT OF ASSURANCE The Franchisee, for the Term of this Agreement, assures the City that said Franchisee will not on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against said Franchisee's employees or applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, and the Florida Human Rights Act of 1977) and understands and agrees that this Agreement is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Franchisee herein assures the City that said Franchisee will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) is/are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within it protective range of applicability. ARTICLE 7 - RESPONSIBILITIES OF FRANCHISEE 7.1 EQUIPMENT and PERSONNEL The Franchisee shall do all the work and furnish at its own expense all labor, materials, equipment, and other facilities, as may be necessary and proper for performing and completing the work under this Agreement. The work shall be performed in accordance with the true intent and meaning of this agreement. Unless otherwise expressly provided, the work must be performed in accordance with the best modern practices, with workmanship of the highest quality, all as determined by and entirely to the satisfaction of the City. Unless otherwise expressly provided, the means and methods of collection shall be such as the Franchisee may choose, subject, however, to the approval of the City. Only adequate and safe procedures, methods, and equipment shall be used. 7.2 COMMERCIAL COLLECTION SERVICE The Franchisee shall not provide service to any account until the Franchisee hE{s notified the City's Solid Waste Division and the Franchisee has received authorization for that account from the City. The City shall be provided with a copy of the service agreement for each account within one week of providing service. Copies may be forwarded to the Solid Waste Division by mail or by telefax to (407) 330-5666. The Franchisee shall collect and remove all properly contained Solid Waste placed in accordance with City Ordinance No. 3066 and 3070. The nature and frequency of Commercial Collection Service shall be as agreed between the Customer and Franchisee. Commercial Collection Service shall not be conducted before 5:30 a.m or after 9:00 p.m. No collection shall be made on Sunday except for restaurants and hospitals. The Franchisee shall maintain and keep up- to-date all such records and files as necessary to document the collection service. 7.3 REPORTING of RECYCLABLE and SOLID WASTE COLLECTION MATERIAL The Franchisee shall keep records of all recyclable and solid waste materials picked up in the City. Such records shall consist, at a minimum, of the net weight of each type of recyclable material collected, the volume and weight of all other solid waste collected (yard waste, institutional, demolition, etc.) and all charges (pull charge, rental fee, tipping fee, equipment lease charge, franchise & recycling fees and other charges) for each account. A calendar months' report shall be provided to the City with a complete list of all accounts. The report shall include the following information: each type of material, volume (cu. yards) and/or weight of each material, the date of collection, a subtotal of all charges; pull charge, rental fee, tipping fee, equipment lease charge, franchise & recycling fees and other charges for each account and a grand total of all subtotals for the reporting month. The calendar month report shall be forwarded by the FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 4 of 8 20th of the following month, failure to do so shall result in a $50.00 fine per day that the report is late. 7.4 PROVISION of COMMERCIAL ROLL-OFF/COMPACTOR CONTAINERS The Franchisee shall provide roll-off and other large containers to all authorized commercial collection service customers requesting them. The type, number, and location of such containers shall be as agreed between the Customer and Franchisee. In the event that a customer fails to comply with the contract agreement and his service is discontinued by reason of nonpayment, the City must be promptly notified in order to take appropriate action for sanitation purposes. The Franchisee also shall be responsible for the care and maintenance of the roll-off containers supplied and shall hold the City harmless for any and all liabilities arising out of the use thereof. For privately owned roll-off containers, the Franchisee shall hold the City harmless for any damages to the roll-off containers or liabilities associated therewith arising out of utilization of such roll-off containers. 7.5 FREE SERVICE The Franchisee shall not provide free collection, transportation, or disposal of solid waste services without the express written approval of the City. 7.6 SUITABLE CONTAINERS Any privately owned container which is in disrepair so as to cause a hazard to the public, or the Franchisee, may be condemned and so marked by the Franchisee. The Franchisee must notify the City of within two (2) days of marking such containers. Containers so marked may be picked up and removed by the Franchisee after two weeks following the marking of the container if it has not been replaced or repaired by the Owner. 7.7 PRESERVATION of PROPERTY The Franchisee shall preserve from damage all property along the route of the collection services, or which is in the vicinity of or is in any way affected by the performance of the collection services. Franchisee shall locate containers in areas that allow access without driving over curbing, sidewalks and other public appurtenances. This applies, but is not limited, to the public utilities, trees, lawn areas, building monuments or markers, fences, pipe and underground structures, public streets, (except natural wear and tear of streets resulting from legitimate use thereof). Wherever such property is damaged due to the activities of the Franchisee, it shall be immediately restored to its original condition by the Franchisee at its own expense. If the Franchisee fails to restore such property, the City may upon 48 hours written notice to the Franchisee, proceed to repair, rebuild, or other/vise restore such property as may be deemed necessary, and to bill the cost thereof to the Franchisee. 7.8 SPILLAGE and/or LITTER The Franchisee shall be responsible for picking up and/or removing any spillage or litter resulting from the performance of the collection services by the Franchisee. Areas of spilled trash adjacent to commercial collection containers not caused by the Franchisee shall be cleaned up by the Franchisee or the customer. 7.9 IDENTIFICATION All solid waste collection vehicles and equipment operated by the Franchisee shall be clearly marked with the name of the Franchisee and its telephone number. All employees of the Franchisee shall display identifi- cation showing them as employees of the firm. 7.10 OFFICE The Franchisee shall maintain an office with regular business hours, five days per week, Monday through Friday, and shall have adequate personnel and facilities in said office to receive and duly respond to complaints and questions made or raised by Customers of the Franchisee during regular business hours. The Franchisee shall provide to the City a list phone numbers of persons who could be contacted for emergencies or after business hours complaints. 7.11 BOOKS and RECORDS The Franchisee shall keep records of wastes collected and charges therefor, and the City shall have the right to review those records which in any way pertain to the payments due it as well as the billing of all FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 5 of 8 customers by the Franchisee. The Franchisee's auditors shall certify to the City the accuracy of these records. The City shall have the right to conduct a financial audit performed by an accountant in accordance with generally accepted accounting principles, when determined necessary by the City. All information so obtained shall be confidential and shall not be released by the City unless expressly authorized in writing by the Franchisee or required under applicable law. The Franchisee will be responsible for the monthly billing of the customer and the City shall be provided with a monthly report as required in Article 7 - section 7.3 herein. 7.12 PERMITS and LICENSES The Franchisee shall obtain at its own expense all permits and licenses required by law or ordinance and maintain same in full force and effect. 7.13 COMPLAINTS If the Franchisee receives any complaints from customers or other persons on the quality of service, use of equipment, method of collection, or other matters, then the Franchisee shall respond to the matter within twenty-four hours of receipt, 48 hours if such complaint occurs on a weekend, and resolve the matter within seventy-two hours of receipt. Further, the Franchisee shall fully cooperate with the City in addressing such complaints. The Franchisee shall maintain an up-to-date file listing all complaints received and the Franchisee's response or action taken with respect thereto. The City shall receive a copy of the complaint listing on a monthly basis. 7.14 COMMUNITY SERVICE The Franchisee shall provide emergency response services as directed by the City Manager, which emergency response service would be performed immediately by the Franchisee in accommodation of the emergency nature of the service requirement, and for which reasonable compensation to the Franchisee shall be negotiated with the City Manager after emergency services have been rendered. ARTICLE 8 - SPECIAL CONDITIONS 8.1 REPRESENTATIVES The authorized representative of the City for purposes of this Agreement shall be the Public Works Director. The authorized representative of the Franchisee for purposes of this agreement shall be the Division Manager. Either party may change its representative upon five days written notice to the other party. 8.2 INSURANCE The Franchisee will have and maintain such insurance as will protect it from claims under workers Compensation Laws; disability benefit laws, or other similar employee benefit lawsl, from claims for damages because of bodily injury, occupational sickness or disease, or death of his employees including claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees, including claims insured by usual personal injury liability coverage; and from claims for injury to or destruction of tangible property including loss of use resulting therefrom -- any or all of which may arise out of or result from the Franchisee's operations under the Agreement, whether such operations be by himself or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable. This insurance shall be written for not less than any limits of liability specified or required by law, whichever is greater. Within 30 days, the Franchisee will file with the City certificates of such insurance, acceptable to the City; these certificates shall contain a provision that the coverage afforded under the policies will not be canceled or materially change until at least thirty days prior written notice has been given to the City. INSURANCE REQUIRED: A. General: Before starting and until completion of the term of the Agreement, the Franchisee shall procure and maintain insurance of the types and to the limits specified in Paragraphs B (1) through (3) inclusive below. B. Coverage: The amounts and types of insurance shall conform to the following minimum requirements: 1. Worker's Compensation - Coverage to apply for all employees for Statutory Limits in compliance with the applicable state and federal laws. In addition, the policy must include the following: a. Employer's Liability with a limit of $100,000 each accident. b, Notice of Cancellation and/or Restriction - The policy must be endorsed to provide the owner FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 6 of 8 thirty (30) days written notice of cancellation and/or restriction. 2. Comprehensive General Liability - Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy filed by the Insurance Sen/ices Office and must include: a. Minimum limits of $1,000,000 per occurrence and $5,000,000 aggregate combined single limit for Bodily Injury Liability and Property Damage Liability on, b- Premises and/or Operations, c. Independent Contractors, d. Additional Insured - The City is to be specifically named as an additional insured, and e. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the City with thirty (30) days written notice of cancellation and/or restriction. 3. Comprehensive Automobile Liability: Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Sen/ices Office and must include: a. Minimum limit of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability on b. Owned Vehicles, c. Hired and Non~Owned Vehicles, d. Employee Non-Ownership, and e. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the City with thirty (30) days written notice of cancellation and/or restriction. 4. Certificates of Insurance and Copies of Policies: Certificates of Insurance in triplicate evidencing the insurance coverage specified in the previous paragraphs 8.2 (B) (1) - (3) inclusive, and certified copies of the bond required by paragraph 8.2 (B) (4) shall be filed with the City before operations are begun. The required certificates of insurance not only shall name the types of policies provided, but also shall refer specifically to this contract and section and the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this contract. If the initial insurance expires prior to the expiration of this agreement, renewal certificates of insurance and required copies of policies shall be furnished thirty (30) days prior to the date of their expiration. The following cancellation clause must appear on the Certificate of Insurance. The present Cancellation Clause appearing on the Certificate must be X'd out and initialled by the Agent of the I RSUreF. "Cancellation - Should any of the above described policies be canceled before the stated expiration date thereof, insurer will not cancel same until at least 30 days prior written notice (by certified mail) has been given to the City of Sanford, the below named certificate holder. This prior notice provision is a part of the above described policies. Job Location: City of Sanford." 5. Performance and payment bonds: The Franchisee shall furnish to the City a security bond insuring the faithful performance of this agreement and executed by a surety company with a Best rating of A or greater with a financial size category of five or better, licensed to do business within the State of Florida and on the list of federally approved bond companies. Said bond shall be in an amount deemed by the City and the Franchisee to be reasonable and necessary to enable the City to receive payment of the franchise and recycling fees provided for by this agreement, and to obtain equipment and personnel to maintain commercial roll-off collection for a three (3) month period in the event that the Franchisee becomes insolvent or fails to fulfill the terms and conditions set forth herein. For the purposes of the security bond the gross annual amount of revenues and franchise/recycling fees to be generated by this agreement is estimated to be two hundred thousand dollars ($200,000). The bond amount necessary to assure performance of the Franchisees duties and payment of franchise and recycling fees for three (3) months is fifty thousand ($50,000). The estimated gross annual amount is subject to review and adjustment to more accurately reflect the actual value of the franchise after each annual period. Prior to execution of this agreement, the City shall require the Franchisee to furnish such bonds in such form as is acceptable to the City. 8.3 Transfer of Ownership FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 7 of 8 This Agreement shall not be assigned or transferred, or if a corporation, controlling interest in the corporation shall not be sold without the consent of the City of Sanford, which consent if given shall be evidenced by a resolution of the City Commission. 8.4 Notice of Default and Default of Contract Should the Franchisee abandon or delay unnecessarily the performance of, or in any manner refuse or fail to comply with any of the terms of this Agreement or neglect or refuse to comply with the instructions of the City relative thereto, the City shall notify the Franchisee, in writing, of such abandonment, delay, refusal, failure, or neglect and direct the Franchisee to comply with all provisions of the Agreement. Copies of such written notice shall be mailed to the surety that issued the performance and payment bonds and be present- ed to the City Commission for action. The City Commission shall hear the matter at an open session within fourteen (14) days after receipt of such written notice from the City and shall make a determination within seven (7) days after hearing by the City Commission whether or not the action in question is a breach of the terms of this Contract. The Franchisee agrees to be present at such hearing and show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement. Should the Franchisee fail to appear or fail to show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement satisfactory to the City Commission, such Commission may declare a default of the Agreement and notify the Franchisee and the surety that issued the performance and payment bond of such declaration of default, and the City Commission may take such other action as it may deem advisable. Upon receipt by the City of such declaration of default, the Franchisee agrees upon request of the City that he will discontinue the work and that the City of Sanford will provide the collection services to all of the franchise collectors customers. 8.5 Decisions of Questions To prevent disputes, it is understood that questions arising as to the proper performance and the amount to be paid for under this Agreement shall be decided by the City Manager of Sanford, subject to the right of Franchisee to appeal to the City Commission, whose decision shall be final. 8.6 Force Majeure Notwithstanding any provision other than as set forth in this Section, Force Majeure, the performance of this Agreement may be suspended and the obligations thereunder excused in the event that such performance is prevented by an event beyond the control of the Franchisee (Force Majeure) and the Franchisee acts in the following manner: 1. As a condition precedent the Franchisee shall notify in writing within 48 hours, and affirmatively prove within seven days to the City the occurrence of a force majeure event and thdtime delay thereby to the performance of the provisions of this Agreement. 2. Should the City find that a Force Majeure event has occurred, it shall extend the time for Performance accordingly. Provided that in the event the City, exercising its reasonable discretion, finds that the Force Majeure event will prevent or alter performance or for such a period of time as to make performance unreasonable, the City may declare the Agreement terminated. 3. A force majeure is defined for the purpose of this Agreement as: Compliance with any order of any governmental authority or court, acts of war, rebellion, insurrection, sabotage or damage resulting therefrom, fires, floods, explosions,washouts, or events similar to these above. Provided that any Force Majeure event or its effects must be affirmatively shown to have been beyond the reasonable control of the Franchisee. The parties further recognize that the provision of Section 8.6 shall in no way limit the Franchisee's duty, as otherwise specified herein, to secure all necessary permits and comply with all applicable laws, regulation, or permit conditions. Any administrative or legal proceedings required to be carried out by the Franchisee shall be pursued until all available appeals have been exhausted, unless written instruction to the contract is received from the City Commission. 8.7 Severability If any part, section, subsection, or other portion of this Solid Waste Franchise Agreement is declared void, unconstitutional, or invalid for any reason, such part,section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of this Agreement, and all applications FRANCHISE AGREEMENT - SOLID WASTE SERVICE Page 8 of 8 thereof not having been declared void, unconstitutional, or invalid shall remain in full force and effect. The City and Franchisee declare that no invalid or illegal inducement has been given or offered for the execution of this Agreement. 8.8 Modifications to contract due to public welfare or change in law: The City shall have the unilateral right to make changes in this Franchise Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchisee under this Agreement relative to the scope and methods of providing Commercial and Recycling Collections Services as shall from time to time be necessary and desirable for the public welfare. The City shall give the Franchisee reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method of providing Commercial and Recycling Collection Services as referenced herein shall also be liberally construed to include, but is not limited to the manner, procedures, operations and obligations, financial or otherwise, of the Franchisee. The City and the Franchisee understand and agree that the 1988 Florida Legislature has made comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The City and the Franchisee agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law. IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be duly executed, in triplicate, this 2nd day of January , 1997. CITY OF SANFORD, FLORIDA Mayor 9 Bettye D. Smith Attest: FRANCHISEE Name (typed or printed) Title WIgL alIpF&PL- PUBMC WORKS DEPARTMENT MEMORANDUM · DECEMBER 16, 1992 TO : FROM : SUBJECT : CITY MANAGER PUBUC WORKS DIRECTOR ~ FRANCHISE AGREEMENT,:. ''~ I_L-0FF & COMPACTOR SCUD WASTE SERVICE RO Mr. Simmons, Attached are three original copies of the Franchise Agreement to enter into contract with Jennings Environmental Services, Inc. for the provision of roll-off and compactor solid waste service in Sanford. The agreement is to formalize Request for Proposal 92/93-05 which was awarded to Jennings Environmental Services on November 23, 1992. The originals have been endorsed by Jennings Environmental Services and are ready for execution by the City. The franchise agreement is scheduled to become effective on January 1,1993 and be effective for the next three years. Please place this item on the December 28, 1992 City Commission agenda for Commission action authorizing the Mayor to execute the agreement. RGH/ks Attachments: 3 Original Franchise Agreements xc: Purchasing Agent Solid Waste Superintendent City Attorney's Office FRANCHISE AGREEMENT ROLL-OFF AND COMPACTOR SERVICE This agreement, made and entered into this day of ,1992, by and between the CITY OF SANFORD with its principal place of business located at City Hall, P. O. Box 1788, Sanford, FL 32772, hereinafter referred to as the "City", and JENNINGS ENVIRONMENTAL SERVICES, INCORPORATED, with its principal place of business located at 101 Wymore Road, Suite 314, Aitamonte Springs, Florida -32704, hereinafter referred to as the "Franchise Collector." WITNESSETH: WHEREAS, it is the intent of the City of Sanford to grant exclusive rights to the Franchise Collector for the collection and removal of commercial waste generated by customers who require roll-off or compactor service within the City; and WHEREAS, the City is duly authorized to grant a franchise for the collection of solid waste and recyclable materials within the City of Sanford, Florida; and WHEREAS, said Franchise Collector agrees charge rates to customers within the City as specified and required herein, and WHEREAS~ said Franchise Collector agrees to pay the Franchise and Recycle Fees specified and required by Ordinance 3070 and Resolution 1611, as amended from time to time, of the City of Sanford, and has presented satisfactory evidence to the City that it is in an adequate physical and financial position to provide such service under all rules and regulations of the City; and WHEREAS, the City has found that the granting of a commercial solid waste and recyclable materials roll-off container collection franchise to the Franchise Collector is in the best interest of the public. NOW THEREFORE, in consideration o.f the promises and mutual covenants herein contained, the parties hereto intending to be legally bound, hereby agree as follows: ARTICLE 1 - DEFINITIONS As used herein, the definitions contained in Section 2, definitions, of City of Sanford Ordinance 3066, and Ordinance 3070 as amended, shall apply unless otherwise specifically stated. Franchisee: Franchisee shall mean the Franchise Collector or his authorized representative. Roll-off: Roll-off shall mean a large commercial solid waste container, normally 10 cubic yards or larger, for the collection of solid waste. Compactor: A Compactor shall mean a roll-off commercial solid waste container with a mechanical means of compacting or reducing the volume of the materials placed inside for disposal. ARTICLE 2 - SCOPE OF WORK The Franchise Collector is granted a franchise to provide commercial collection service from and within the City of Sanford to all customers requiring commercial roll-off or roll-off compactor containers under the terms and conditions set forth herein. The Franchise Collector shall not enter into any service agreements within the City that replace existing residential or commercial service other than as provided herein. The Franchise Collector recognizes that there are existing contracts between Sanford customers and other private haulers, that he may begin providing service after expiration of the existing contract term. The frequency, type and nature of the collection service of commercial waste shall be as established individually between the person controlling the real property and the Franchise Collector. The Franchise Collector shall comply with all applicable local, state and federal laws, codes, ordinances, resolutions, rules and regulations. The Franchise Collector shall provide all labor, materials, equipment, skills, tools, machinery, supervision, facilities and other services to provide the collection services required herein. The Franchise Collector shall pay, at its expense, all costs, expenses, license fees, and charges required to perform the collection services. Franchise Agreement The relationship between the parties shall be limited to performance of this Agreement solely in accordance with its terms. No party shall have any responsibility whatsoever with respect to services provided or contractual obligations assumed by the other party and nothing in this Agreement shall be deemed to constitute either party a partner, agent, or legal representative of the other party or to create any fiduciary relationship. The Franchise Collectors status shall be that of an independent contractor. RATES, BILLING and FEES A. ARTICLE 3 - PAYMENT The Franchise Collector shall be responsible for the billing, collection and incidental costs of fulfilling the contract agreements with parties being serviced. The Franchise Collector shall submit a franchise fee to the City of 15% of total invoiced billing for all Commercial Refuse Service rendered within the City. The franchise fee shall be applied to all charges for service rendered, i.e. Pull charge, Disposal charge, Short term or frequency based container rental charge and other authorized charges. The franchise fee shall not apply to long term equipment leases for compactors or other mechanized specialty equipment. The Franchise Collector shall submit a recycling fee to the City of $ .50 per cubic yard of total billing for all commercial refuse service rendered in the City. The Franchise Collector shall charge rates for roll-off and roll-off compactor collection service as follows:,- Pull CharGes: $67.50 per container service pull. Disposal Cost: Actual cost, currently: $31.00 per ton at Seminole County Transfer Station/Landfill. $3.85 per yard at Oviedo Materials Landfill. Lease/Rentals: Lease and/or rental charges shall apply only to customers requiring long term use of compactor or specialty equipment, no lease or rental shall be charged for non-mechanized roll-off containers. Lease/Rental for such equipment shall be calculated using the following formula - (Total cost + 15%) / term (in months) = monthly lease amount. The total cost includes equipment purchase price plus financing charges. The term shall be 60 months or actual term of financing whichever is greater. Example: Equipment cost + $10,000.00 Financing cost + $2,500.00 Total Cost = $12,500.00 15% + $1,875.00 Subtotal = $14,375.00 / 60 month term = $239,58 per month lease The Franchise Collector shall pay to the City the applicable franchise and recycling fees as set by the City Commission by the 20th of the month following provision of the service. The franchise and recycling fees shall be calculated using the following formula: (((pull charges + disposal charges + other charges) + (Franchise Fee @ 15% of subtotal)) + (Recycling Fee @ $0,50 per cubic yard of container size) + (long term lease & rental)), Customer invoices should show the franchise fee as part of the pull and disposal charges, The recycling fee should be shown as part of the pull charge. Example: 20 cubic yard compactor leased at $239.58/month with 5 tons of material @ Seminole County. Pull Disposal Lease Total Rates: 67.50 155.00 239.58 $462.08 Fees: Franchise; + 10.13 +23.25 N/A $33.38 Recvcling;+ 10.00 N/A N/A $10.00 Invoice:$87.63 $178.25 $239.58 $505.46 The City reserves the right to change the amount of franchise and recycling fees. The City will notify the Franchise Collector of any such fee change at least thirty days prior to the effective date. page 2 of 9 Franchise Agreement ARTICLE 4 - INDEMNIFICATION The Franchise Collector shall at all times defend, indemnify, protect, hold harmless, and exempt the City, its officers, agents, servants, employees and subcontractors, from any and all penalty, damage, or charges arising out of claims, suits arising out of claims, suits, demands, causes of action, or award of damages whether compensatory or punitive, or expenses arising therefrom, including the City's attorneys fees, either at law or in equity, which might be claimed now or in the future, including any payments required by the Worker's Compensation law, which may arise out of or be caused by the operation of performance, operation, maintenance, repair, installation, replacement or removal of any site, building, equipment, or vehicle within the Franchise Collector's solid waste collection system and which is caused by a negligent or intentional act or omission of the Franchise Collector, its officers, agents, servants, employees, and subcontractors. The Franchise Collector shall pay, and by its acceptance of this franchise, the Franchise Collector specifically agrees that it will pay, all damages and penalties which the City legally may be required to pay as a result of the granting or extension of this franchise. Such damages or penalties shall include, but shall not be limited to, damages arising out of copyright infringements, anti-trust violations, and all other damages arising out of or relating to its operation and maintenance of a commercial solid waste collection and disposal business, whether or not any act or omission complained of is authorized, allowed or prohibited by this franchise. FRANCHISE AGREEMENT A. ARTICLE 5 - TERM The term of this agreement shall be for three years beginning on January 1, 1993 and terminating on November 30, 1995. This term shall consist of three (3) consecutive annual periods: the first shall be from January 1, 1993 through December 30, 1993 - the second shall be from January 1, 1994 through December 31, 1994 and the third shall be from January 1, 1995 through December 31, 1995. The franchise agreement shall remain in force unless either party terminates the agreement by giving written notice of termination at least ninety (90) days prior to the expiration of any annual period. Rates as provided in Article 3, shall remain firm for the full term of this agreement. Rate adjustments may be considered at the end of each annual period providing that the Franchise Collector submits a request at least ninety (90) days prior to the end of any annual period. No rate adjustments will be considered or allowed within each annual period. The Franchise Collector must provide adequate justification of the need for any rate increase. Such justffication must be submitted with adequate financial records or information to document the necessity for an increase. Any request for a rate increase which exceeds the percentage increase of the local Consumer Price Index for Urban Wage Earners and Clerical Workers, published by the U.S. Department of Labor - Bureau of Labor Statistics, since the date of the execution of this agreement or since the date of the last adjustment, must be justified by adequate financial data to document financial hardship for the Franchisee. All rate adjustments are subject to approval by the City Commission operating in public session whose decision shall be final. ARTICLE 6 - STATEMENT OF ASSURANCE The Franchise Collector, for the Term of this Agreement, assures the City that said Franchise Collector will not on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against said Franchise Collector's employees or applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, and the Florida Human Rights Act of 1977) and understands and agrees that this Agreement is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Franchise Collector herein assures the City that said Franchise Collector will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) is/are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within it protective range of applicability. page 3 of 9 Franchise Agreement ARTICLE 7 - RESPONSIBILITIES OF FRANCHISE COLLECTOR 7.1 EQUIPMENT and PERSONNEL The Franchise Collector shall do all the work and furnish at its own expense all labor, materials, equipment, and other facilities, as may be necessary and proper for performing and completing the work under this Agreement. The work shall be performed in accordance with the true intent and meaning of this agreement. Unless otherwise expressly provided, the work must be performed in accordance with the best modern practice, with workmanship of the highest quality, all as determined by and entirely to the satisfaction of the City. Unless otherwise expressly provided, the means and methods of collection shall be such as the Franchise Collector may choose, subject, however, to the approval of the City. Only adequate and safe procedures, methods, and equipment shall be used. 7.2 COMMERCIAL COLLECTION SERVICE The Franchise Collector shall not provide service to any account until the customer has contacted the City's Solid Waste Division and the Franchise Collector has received an authorization number issued for that account from the City. The account authorization number must be included and referenced on all contracts, records and reports. The City shall be provided with a copy of the subsequent contract or service agreement for each account within one week of issuing the authorization number. The copy may be forwarded to the Solid Waste Division by mail or by telefax to (407) 330-5666. The Franchise Collector shall collect and remove all propedy contained Solid Waste placed out in accordance with the City of Sanford Ordinance No. 3066 and 3070. The nature and frequency of Commercial Collection Service shall be as agreed between the Customer and Franchise Collector. The Franchise Collector shall not provide free collection, transportation, or disposal of solid waste services. Commercial Collection Service shall not be conducted before 5:30 a.m or after 9:00 p.m. No collection shall be made on Sunday except for restaurants and hospitals. The Franchise Collector shall maintain and keep up-to-date all such records and files as necessary to document the collection service. 7.3 PROVISION of COMMERCIAL RC;LL-OFF/COMPACTOR CONTAINERS The Franchise Collector shall provide roll-off and other large containers to all authorized customers requesting them. The type, number, and location of such containers shall be as agreed between the Customer and Franchise Collector. If a customer fails to comply with the contract agreement and service is discontinued by reason of nonpayment, the City must be promptly notified in order to take appropriate action for sanitation purposes. The Franchise Collector also shall be responsible for the care and maintenance of the roll-off containers supplied and shall hold the City harmless for any and all liabilities arising out of the use thereof. For privately owned roll-off containers, the Franchise Collector shall hold the City harmless for any damages to the roll-off containers or liabilities associated therewith arising out of utilization of such roll-off containers. 7.4 REPORTING of RECYCLABLE and SOLID WASTE COLLECTION MATERIAL The Franchise Collector shall keep records of all recyclable and solid waste materials picked up in the City. Such records shall consist, at a minimum, of the net weight of each type of recyclable material collected, the volume and weight of all other solid waste collected (yard waste, institutional, demolition, etc.) and all charges (pull charge, rental fee, tipping fee, equipment lease charge, franchise & recycling fees and other charges) for each account. A calendar months' report shall be provided to the City with a complete list of all accounts. The report shall include the following information: each type of material, volume (cu. yards) and/or weight of each material, the date of collection, a subtotal of all charges - (pull charges, disposal fees, equipment lease charges, franchise & recycling fees and all other charges) for each account and a grand total of all subtotals for the reporting month. The report must received at the Solid Waste Division by the 20th of the following month, failure to do so shall result in a $50.00 per day fine for each day that the report is late. 7.5 SUITABLE CONTAINERS Any privately owned container, which is in disrepair so as to cause a hazard to the public, customer or the Franchise Collectors' employees, may be condemned and so marked by the Franchise Collector. The Franchise page 4 of 9 Franchise Agreement Collector must notify the City of within two (2) days of marking such containers. Containers so marked may be picked up and removed by the Franchise Collector after two weeks following the marking of the container if it has not been replaced or repaired by the Owner. 7.6 PRESERVATION of PROPERTY The Franchise Collector shall preserve from damage all property along the route of the collection services, or which is in the vicinity of or is in any way affected by the performance of the collection services. Franchise Collector shall locate containers in areas that allow access without driving over curbing, sidewalks and other public appurtenances. This applies, but is not limited, to the public utilities, trees, lawn areas, building monuments or markers, fences, pipe and underground structures, public streets, (except natural wear and tear of streets resulting from legitimate use thereof). Wherever such property is damaged due to the activities of the Franchise Collector, it shall be immediately restored to its original condition by the Franchise Collector at its own expense. If the Franchise Collector fails to restore such property, the City may upon 48 hours written notice to the Franchise Collector, proceed to repair, rebuild, or otherwise restore such property as may be deemed necessary, and to bill the cost thereof to the Franchise Collector. 7.7 SPILLAGE and/or LI'I'rER The Franchise Collector shall be responsible for removing any spillage or litter resulting from the performance of the collection services by the Franchise Collector. Areas of spilled trash adjacent to commercial collection containers not caused by the Franchise Collector shall be cleaned up by the Franchise Collector or the customer. 7.~' IDENTIFICATION All solid waste collection vehicles and equipment operated by the Franchise Collector shall be cleady marked with the name of the Franchise Collector and its telephone number. All employees of the Franchise Collector shall display identification showing them as employees of the firm. 7.9 OFFICE The Franchise Collector shall maintain an office with regular business hours, five days per week, Monday through Friday, and shall have adequate personnel and facilities in said office to receive and duly respond to complaints and questions made or raised by Customers of the Franchise Collector during regular business hours. The Franchise Collector shall provide to the City a list phone numbers of persons who could be contacted for emergencies or after business hours complaints. 7.10 BOOKS and RECORDS The Franchisee shall keep records of wastes collected and charges therefor, and the City shall have the right to review those records which in any way pertain to the payments due it as well as the billing of all customers by the Franchisee. The Franchisee's auditors shall certify to the City the accuracy of these records. The City shall have the right to conduct a financial audit performed by an accountant in accordance with generally accepted accounting principles, when determined necessary by the City. All information so obtained shall be confidential and shall not be released by the City unless expressly authorized in writing by the Franchisee or required under applicable law. The Franchisee will be responsible for the monthly billing of the customer and the City shall be provided with a monthly report as required in Article 7 - section 7.4 herein. 7.11 PERMITS and LICENSES The Franchisee shall obtain at its own expense all permits and licenses required by law or ordinance and maintain same in full force and effect. 7.12 COMPLAINTS If the Franchise Collector receives any complaints from customers or other persons on the quality of service, use of equipment, method of collection, or other matters, then the Franchise Collector shall respond to the matter within twenty-four hours of receipt, 48 hours if such complaint occurs on a weekend, and resolve the matter within seventy-two hours of receipt. Further, the Franchise Collector shall fully cooperate with the City in addressing such complaints. The Franchise Collector shall maintain an up-to-date file listing all complaints received and the Franchise Collector's response or action taken with respect thereto. The City shall receive a copy of the complaint listing on a monthly basis. page 5 of 9 Franchise Agreement 7.13 COMMUNITY SERVICE The Franchise Collector shall provide emergency response services as directed by the City Manager, which emergency response service would be performed immediately by the Franchise Collector in accommodation of the emergency nature of the service requirement, and for which reasonable compensation to the Franchise Collector shall be negotiated with the City Manager after emergency services have been rendered. ARTICLE 8 - SPECIAL CONDITIONS 8.1 REPRESENTATIVES The authorized representative of the City for purposes of this Agreement shall be the City Manager. The authorized representative of the Franchise Collector for purposes of this agreement shall be the Division Manager. Either party may change its representative upon five days written notice to the other party. 8.2 INSURANCE The Franchise Collector.will have and maintain such insurance as will protect it from claims under workers Compensation Laws; disability benefit laws, or other similar employee benefit laws; from claims for damages because of bodily injury, occupational sickness or disease, or death of his employees including claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees, including claims insured by usual personal injury liability coverage; and from claims for injury to or destruction of tangible property including loss of use resulting therefrom -- any or all of which may arise out of or result from the Franchise Collector's operations under the Agreement, whether such operations be by himself or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable. This insurance shall be written for not less than any limits of liability specified or required by law, whichever is greater. Within 30 days, the Franchise Collector will file with the City certificates of such insurance, acceptable to the City; these certificates shall contain a provision that the coverage afforded under the policies will not be canceled or materially change until at least thirty days prior written notice has been given to the City. INSURANCE REQUIRED: A. General: Before starting and until completion of the term of the Agreement, the Franchise Collector shall procure and maintain insurance of the types and to the limits specified in Paragraphs B (1) through (3) inclusive below. B. Coverage: The amounts and types of insurance shall conform to the following minimum requirements: 1. Workers Compensation - Coverage to apply for all employees for Statutory Umits in compliance with the applicable state and federal laws. In addition, the policy must include the following: a. Employer's Liability with a limit of $100,000 each accident. b. Notice of Cancellation and/or Restriction - The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 2. Comprehensive General Liability - Coverage must be afforded on a form no more rastdctive than the latest edition of the Comprehensive General Liability Policy filed by the Insurance Services Office and must include: a. Minimum limits of $1,000,000 per occurrence and $5,000,000 aggregate combined single limit for Bodily Injury Liability and Property Damage Liability on, b. Premises and/or Operations, c. Independent Contractors, d. Additional Insured - The owner is to be specifically named as an additional insured, and e. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 3. Comprehensive Automobile Liability - Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Services Office and must include: a. Minimum limit of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and page 6 of 9 Franchise Agreement Property Damage Liability on b. Owned Vehicles, c. Hired and Non-Owned Vehicles, d. Employee Non-Ownership, and e. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 4. Certificates of Insurance and Copies of Policies Certificates of Insurance in triplicate evidencing the insurance coverage specified in the previous paragraphs 8.2 (B) (1) through (3) inclusive, and certified copies of the bond required by paragraph 8.2 (B) (5) shall be filed with the City before operations are begun. The required certificates of insurance not only shall name the types of policies provided, but also shall refer specifically to this contract and section and the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this contract !f the initial insurance expires prior to the expiration of this agreement, renewal certificates of insurance and required copies of policies shall be furnished thirty (30) days prior to the date of their expiration. The following cancellation clause must appear on the Certificate of Insurance. The present Cancellation Clause appearing on the Certificate must be X'd out and initiailed by the Agent of the Insurer. "Cancellation - Should any of the above described policies be canceled before the stated expiration date thereof, insurer will not cancel same until at least 30' days prior written notice (by certified mail) has been given to the City of Sanford, the below named certificate holder. This prior notice provision is a part of the above described policies. Job Location: City of Sanford." 5. Performance and payment bonds. The Franchise Collector shall furnish to the City a security bond insuring the faithful performance of this agreement and executed by a surety company with a Best rating of A or greater with a financial size category of five or better, licensed to do business within the State of Florida and on the list of federally approved bond companies. Said bond shall be in an amount deemed by the City and the Franchise Collector to be reasonable and necessary to enable the City to receive payment of the franchise and recycling fees provided for by this agreement, and to obtain equipment and personnel to maintain commercial roll-off collection for a three (3) month period in the event that the Franchisee becomes insolvent or fails to fulfill the terms and conditions set forth herein. For the purposes of the security bond, the gross annual amount of revenues and franchise/recycling fees to be generated by this agreement is estimated to be two hundred thousand dollars ($200,000). The bond amount necessary to assure performance of the Franchisees duties and payment of franchise and recycling fees for three (3) months is fifty thousand ($50,000). The estimated gross annual amount is subject to review and adjustment to more accurately reflect the actual value of the franchise after each annual period. Prior to execution of this agreement, the City shall require the Franchise Collector to fumish such bonds in such form as is acceptable to the City. 8.3 .Transfer of Ownership This Agreement shall not be assigned or transferred, or if a corporation, controlling interest in the corporation shall not be sold without the consent of the City of Sanford, which consent if given shall be evidenced by a resolution of the City Commission. 8.4 Notice of Default and Default of Contract Should the Franchise Collector abandon or delay unnecessarily the performance of, or in any manner refuse or fail to comply with any of the terms of this Agreement or neglect or refuse to comply with the instructions of the City relative thereto, the City shall notify the Franchise Collector, in writing, of such abandonment, delay, refusal, failure, or neglect and direct the Franchise Collector to comply with all provisions of the Agreement. Copies of such written notice shall be mailed to the surety that issued the performance and payment bonds and be presented to the City Commission for action. The City reserves the right to provide uniterrupted service through the most expeditious means available until the default issue is settled. The City Commission shall hear the matter at an open session within fourteen (14) days after receipt of such written notice from the City and shall make a determination within seven (7) days after hearing by the City Commission whether or not the action in question is a breach of page 7 of 9 Franchise Agreement the terms of this Contract. The Franchise Collector agrees to be present at such hearing and show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement. Should the Franchise Collector fail to appear or fail to show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement satisfactory to the City Commission, such Commission may declare a default of the Agreement and notify the Franchise Collector and the surety that issued the performance and payment bond of such declaration of default, and the City Commission may take such other action as it may deem advisable. Upon receipt by the City of such declaration of default, the Franchise Collector agrees upon request of the City that he will discontinue the work and that the City of Sanford will provide the collection services to all of the franchise collectors customers. 8.5 Decisions of Questions To prevent disputes, it is understood that questions arising as to the proper performance and the amount to be paid for under this Agreement shall be decided by the City Manager of Sanford, subject to the right of Franchise Collector to appeal to the City Commission, whose decision shall be final. 8.6 Force Majeure Notwithstanding any provision other than as set forth in this Section, Force Majeure, the performance of this Agreement may be suspended and the obligations thereunder excused in the event that such performance is prevented by an event beyond the control of the Franchise Collector (Force Majeure) and the Franchise Collector acts in the following manner: 1. As a condition precedent the Franchise Collector shall notify in writing within 48 hours, and affirmatively prove within seven days to the City the occurrence of a force majeure event and the time delay thereby to the performance of the provisions of this Agreement. 2. Should the City find that a Force Majeure event has occurred, it shall extend the time for Performance accordingly. Provided that in the event the City, exercising its reasonable discretion, finds that the Force Majeure event will prevent or alter performance or for such a period of time as to make performance unreasonable, the City may declare the Agreement terminated. 3. A force majeure is defined for the purpose of this Agreement as: Compliance with any order of any governmental authority or court, acts of war, rebellion, insurrection, sabotage or damage resulting therefrom, fires, floods, explosions,washouts, or events similar to these above. Provided that any Force Majeure event or its effects must be affirmatively shown to have been beyond the reasonable control of the Franchise Collector. The parties further recognize that the provision of Section 8.6 shall in no way limit the Franchise Coilector's duty, as otherwise specified herein, to secure all necessary permits and comply with all applicable laws, regulation, or permit conditions. Any administrative or legal proceedings required to be carried out by the Franchise Collector shall be pursued until all available appeals have been exhausted, unless written instruction to the contract is received from the City Commission. 8.7 Severability If any part, section, subsection, or other portion of this Solid Waste Franchise Agreement is declared void, unconstitutional, or invalid for any reason, such part, section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of this Agreement, and all applications thereof not having been declared void, unconstitutional, or invalid shall remain in full force and effect. The City and Franchise Collector declare that no invalid or illegal inducement has been given or offered for the execution of this Agreement. 8.8 Modifications to contract due to public welfare or change in law: The City shall have the unilateral right to make changes in this Franchise Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchise Collector under this Agreement relative to the scope and methods of providing Commercial and Recycling Collections Services as shall from time to time be necessary and desirable for the public welfare, The City shall give the Franchise Collector reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method page 8 of 9 Franchise Agreement of providing Commercial and Recycling Collection Sen/ices as referenced herein shall also be liberally construed to include, but is not limited to the manner, procedures, operations and obligations, financial or otheRvise, of the Franchise Collector. The City and the Franchise Collector understand and agree that the 1988 Rorida Legislature has made comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future, which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The City and the Franchise Collector agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare Or due to change in law. IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be duly executed, in triplicate, this __ day of ,1992. CITY OF SANFORD, FLORIDA AI'rEST: Mayor City Clerk ) N~ry at Large Date & Seal JENNINGS ENVIRONMENTAL SERVICES, INC.  JO01M. ASHWORTH ,,,~,~-%~"r~ -, MY COMA~SS~ON # CC 180297 EXR~S (Prln ~amp Commissioned Name of Notary Publiq. Personally Known E~R Produced Identification [] e o| L O. Produced ~he did,,_,J did not Z/~ean oath page 9 of 9 TO ' CITY MANAGER " FROM PUBLIC WORKS DIRECTOR ~~' VIA PURCHASING AGENT...y~"' SUBJECT: MEMORANDUM o JULY 17, 1992 COMMERCIAL ROLL-OFF SERVICE PROPOSAL RECOMMENDATION Mr. Simmons, On July 7, 1992 proposals to provide an exclusive franchise for commercial roll-off dumpster service were opened. There were ten requests for proposal sent and four responses were received. This proposal is to establish rates and terms for a private company to provide service to any customer that requires roll-off service within the City. It does not incur any expense for the City, and generates franchise fee revenue. The City does not have equipment needed to handle the large roll-off units. The terms of the proposals vary among vendors, some have additional charges for; non-regular service, container rental, less than minimum pick-ups per month, container delivery, disposal hauling charge, etc. There are approximately thirty-four existing customers with regularly scheduled service and roughly thirty more that require non-regular service - construction sites, contractors, one time clean ups, etc. Most roll-off service is provided with twenty cubic yard containers, while approximately 20% will use larger thirty and forty yard containers. To analyze the proposals a twenty yard container with 3 tons of material was assumed. Cost projections were made for regular and non-regular customers (using the vendors minimum rental cost). The prices for both types of service were totaled and divided by two to provide an average customers price. The attached bid form shows these costs as well as Franchise/Recycling fee payments and the requested length of contract. It is recommended the contract for exclusive franchise be awarded to Florida Garbage Service Inc.-(FGS), 364 Landstreet Road, Orlando, Florida - 32824. FGS's proposal meets specification, has the lowest average price of $157.78, complies with the Solid Waste Ordinance and provides a uniform rate structure with no additional or variable fees to monitor. It is recommended that the contract term be three years with the option to renew after the first and second year. This will allow the City to evaluate the vendor and re-bid after one year if performance is not satisfactory. if you concur with this recommendation, please place this item on the July 27, 1992 City Commission agenda for approval. RGH/ks xc: Purchasing Agent Finance Director Solid Waste Superintendent "lb"-ztot A"~NDA ITEM' N0:/~' }:~ o o o o ~ 0 o o o o 0 o . o o o o o o o c:) (D 0 0 0 PUBLIC WORKS DEPARTMENT TO FROM SUBJECT MEMORANDUM · DECEMBER 14, 1992 CITY MANAGER//~ PUB IC ORKS/I~RECTOR ~ FLO:I DAVVGARBAGE SERVICE COMPLAINT REQUEST FOR PROPOSAL # 92/93-05, ROLL-OFF & COMPACTOR SERVICE Mr. Simmons, This memorandum is to inform you of the circumstances involved in Request for Proposal # 92/93-05 and in response to allegations regarding the bid in the attached letter from William S. Redman, Jr., CEO/President of Florida Garbage Service, Inc. As Mr. Redman's letter states, Florida Garbage Service's bankruptcy status became an issue when, during the initial bid review, it was discovered that the company had filed bankruptcy and was operating under Chapter 11 protection. The primary concerns were the company's ability to perform the contract and that the status was not revealed in the proposal. The issue was investigated by this Department and the City Attorney's office. it was determined that the bankruptcy would not affect Florida Garbage Service's ability to perform and the performance bond would assure continuous service in event of default. A recommendation to award the franchise was forwarded to the City Commission who took action awarding the franchise to Florida Garbage-Service. During subsequent franchise agreement negotiations, Mr. Redman stated Florida Garbage Service intended to lease compactors and specialty equipment. When it was pointed out that there were no lease terms stated in his proposal, Mr. Redman offered to provide them. When he was informed the City could not accept additional prices after the proposals were opened, Mr. Redman requested we request lease prices from all of the proposers. Mr. Redman was informed that all fees were to be disclosed in the proposal and the City could not accept amendments to proposals from Florida Garbage Service or the other respondents subsequent to proposal opening. Equipment leasing will not be a part of the exclusive rights under the franchise agreement, customers have the option of acquiring them from other sources. !t is critical that the franchisees proposed lease terms are revealed in the bid process because of a competitive advantage the franchisee will enjoy by being the only provider of roll-off and compactor collection service The next lower proposer, Waste Management, was contacted regarding equipment lease terms, they responded that equipment leases would be required in a franchise agreement with them. Waste Management had not included the lease terms in their proposal nor had other proposers. Only after significant staff review was it was decided to re-advertise the proposals and pay particular attention to lease terms. Because of the prior disclosure of pricing, re-bidding is never a desirable solution to bid problems and is only recommended when there is no other recourse. The issue of Florida Garbage Service's bankruptcy did not enter into the decision to re-bid this item. Mr. Redman's assertion that the lease issue was an "out" used in a "blatant attempt to discriminate" against Florida Garbage Service is considered slanderous and is highly offensive to myself and other staff members. Attached for review are the various correspondences related to this issue. Attachments: (6) RGH/ks xc: Purchasing Agent Solid Waste Superintendent City Attorney's Office ITEM ./ _ FLORIDA GARBAGE SERVICE, INC, p.O. BOX 592069 (407) 856-2414 ORLANDO, FL 32859-20~9 (407) 856-7456 FAX (407) 636-9917 BREVARD December 4, 1992 Walter L. Shearin, Purchgsing Agent city of Sanford P.O. Box.1788 Sanford, Florida 32859-2069 RE: PROPOSAL 92/93-0'5'FOR-ROLL-OFF AND COMPACTOR SERVICES Dear Mr. Shearin, . :. !~ . · i': -. '.'.i .'. As per our telephone:conversation today, I have;received your notification of the award'to Jennings EnvironmentAl Service,:~'In~'~'~::.'7.~ of the above referenced ~ontract. .... '. !;':. ':'~:.":.-'~,.::'; I have serious concerns ~egarding the way this as I am sure do the other. original-bidderson"'thei:prop0sal':~i':'.~':i'.'~:~'..,:..' Back when FGS and ~he oth~ original bidders proposals, FGS was awarded the contract based on lowest':bid.~ri~""~:'~ per pull (see attached Bid Tabulation). During preliminary"star'~ up negotiations the subject of FGS having filed up and it was obvious that this was a serious However, as we pointed out at the'time, we are protected discriminatory action regarding our status under codes. When the rental'on special compaction unit~; was discuSsed,!'~..' it was apparent to us that you saw this as an dealings with FGS. Since your Department originally neglected tO'!i... address this in the proposal, I sent a letter suggesting that th~ original bidders be allowed to submit an amendment' to'their':~!.~:-';:!i:-. proposals to include calculations for the compactor unit co~t's':~i~'.~! the form of a sealed bid for reconsideration. I even enclosed'a'!'~i~: sealed amendment from FGS in which I reduced the original prices slightly to further insure that we retained the original~..'~,. award i . , '- ~'i !:. · ' ..... ~'. !, .. i .;..,..: -:~ ~i:;. Instead of taking this logical approach, you chose' put the entire".~ proposal out to rebid. This allowed everyone to bid with:the'~ knowledge of what all prior bids had been. It also allowed.'.:'i haulers who missed the original deadlines to enter into:'the bid' process. This appears to be a blatant attempt to discriminate "!:.i. against us. · ; '~' "' ;!: "~'~' ,, . :: page 2 of 2 · I have never been involved in a municipal.. bid process that Was handled in such an unprofessional manner. In fact,..it was not really a bid process ateall.· It was more .like'~"~ere's everyone else can do the job forT.,Can you beat' this="price?'?.. Then, to further convince me that this was discriminatory agai~s~TM FGS, I find out that the most'recent .award granted to'Jenning..s!.~i! Environmental, Inc. was 'still based only on .cOst"'per pu!l','i-'..'Do~ even taking into consideration compactor. costs |. Since this ' was t the whole premise for the "rebid" and was then' not even .. !-= .~i-r 1:2 considered is just further evidence of discriminati0n'.]'~' "'] ..... -.., Based on these facts, 'I am formally' requesting=~'~"!inV'estiga'~io~.{.}{~5'' of this entire bid process as"~it{ related'i'to to addre s s the City '.Council ='as"' sOon~' a.s "'~bos ~i51e'~ .' =~his!~ will ~] be't2!=~!i!~ C. E · O./President: . ........... "::3::'. , ................. John St~p,'Esquire l.-..~-;~::.. :. ~.~: ..... ,, =,:-~.,.; E---.: .:. . . ::~. ,:.,.: ,c.~:-.......; ..... .'..-::.. -v,~-~pc/:- Western Waste .- -: - ..- - --..,' ......· ....... · .- ......... -- .t:~:;: ~.:: :5.. ~..-. . .:. Waste Management "~" ...... ' :"?'~; :" :.3 .;':::,- :.. · : :: : . 2 '.7 " ::::""',: ~ ' :.: - ' :.~ . i..~ .'.' :::~' ..:".~'.2' '.' . :' ".:' ' ; ..- ' ' 'i"l'., .-" - -~ '.--;:;:~:.";;~.=~""- '' " ' "' ...... ~' ~:'; :"'.::C'V"..':: z';';';- · " ' ,- . ' -i.; -'.... ,' U{""{ ./-">':'.',':,' t ',. - .... . .:- ' :.' ': ';'.. ':' ..- U# ~J o o 0 0 c) PUBLIC ~/VLtH~,~ U~-vA~ I IvlENT CITY MANAGER FROM VIA SUBJECT: COMMERCIAL ROLL-OFF SERVICE CONTRACT BID REJECTION MEMORANDUM · SEPTEMBER '14, 1992 Mr. Simmons, At the July 27, '1992 City Commission meeting a contract for ..... 'exclusive franchise to provide roll-off container service was awarded to Florida Garbage Service inc.-(FGS), 364 Landstreet Road, Orlando, Florida. During subsequent franchise agreement negotiations, FGS indicated it would be necessary to have additional lease agreements for specialty compactors. Since lease agreements were not specified in FGS's or in other vendor's proposals, it is recommended that all bids be rejected and another / bid package be issued. The Assistant City Attorney's opinion is attached and concurs with rejection of all bids. If you concur with this recommendation, please refer it to the City Commission for action as soon as possible. A replacement proposal will be issued promptly upon approval. RGH/ks attachments: 1 XC: Purchasing Agent Finance Director Solid Waste Superintendent STENSTROM. McINTOSH. JULIAN. COLBERT. WI-IIGIzL~vI & SIM'IVIONS. P.A. KENNETH W. MCINTOSH NED N. dUUAN. dR. WILLIAM L. COLBERT FRANK C. WHIGHAM CLAYTON D, SIMMONS ROBERT K. 1,4CINTOSH DONNA LS. HCINTOSH WILLIAM E. REISCNMANN. CATHERINE D. REISCNHANN ATTORNEYS AND COUNSELLORS AT LAW SUN BANK * SUITE 200 WEST FIRST STREET POST OFFICE BOX SANFORD. FLORIDA 32772-,4848 SANFORD (407) ORLANDO (~t07) 834-5ll9 FAX (407) 330-2379 DOUGLAS STENSTROM OF COUNSEL THOHAS E. WHIGHAM September 8, 1992 Mr. Jerry Herman Public Works Director City of Sanford · P. O. Box 1788 Sanford, FL 32772-1788 Re~ Roll-Off Franchise Dear Mr. Herman: As requested, I have reviewed the letter from Florida Garbage Service, Inc., regarding the franchising of roll-off or compactor services within the City of Sanford. After our conversation yesterday, it is apparent that the bidders misinterpreted or misunderstood exactly what information the City requested regarding specialty compactor rentals and installation costs. You indicated that the confusion created by the bid documents needs to be corrected and that you plan to reject all bids and rebid the project. We agree with your assessment of this situation and your decision to rebid the project. A city's decision to reject all bids and rebid a project should not be arbitrary, unreasonable or capricious, but should be based upon facts reasonable tending to support the conclusions of the city. City of Pensacola v. Kirby, 47 So.2d. 533 (Fla. 1950). We believe that the evident confusion created by the bid document supports the City's decision to rebid this project. P~ease keep us advised of the status of this matter. Should you have further questions, please do not hesitate to contact me. Sincerely, STENSTROM, McINTOSH, JULIAN, COLBERT, IG & SIMMONS, P.A. DLMc/pwa Sanford, Public Works Dep~rtment P. 0. Box 1788--32772-1788 (407) 330-5680, FAX (407) 33~5666 William S. Redman Jr., C.E.O. Florida Garbage Service, Inc. P.O. Box 592069 Orlando, Florida 32859 Subject: Roll-off Franchise Response to Rental Fees September 2, 1992 Telefaxed to: (407) 856-7456 Dear Mr. Redman, This letter is in response to your letter dated August 31, 1992 regarding the issue of Florida Garbage Service, tnc. (FGS) charging container rental fees that were not specified in the franchise proposal. In summary, your letter asks that the City of Sanford request a fee schedule, for specialty compactors rental and installation, from all bidders. It also states that nothing in the request/bid indicated specialty compactor rentals or installation costs and that all bidders failed to address the issue of compactors. The request for proposal (RFP) addresses compactors in several locations, a highlighted copy is attached for your convenience. The RFP asks for information on compactors in the following areas: The first sentence of the second paragraph - ffor all roll-off containers and compactors within the City limits of Sanford", Item number (1) - "Roll-off service to include open top containers over eight (8) cubic yards, and compactors of any size" and Item number (2) - "Proposal to include type of service offered (any unusual specialty service, etc.)"', Item number (6) - (a). states "Price structure must be depicted in proposal, cost per yard - pull - size - etc." Thes~ items dearly indicate that the bidder should provide information and pricing on all proposed service. You were requested to confirm the information shown in FGS's proposal' which indicated no rental costs for customers. Your letter indicates that FGS would charge rental fees on compactors and specialty equipment. The letter states that a sealed proposal with the schedule for rates is included. The City of Sanford cannot accept any additional pricing after the posted bid opening date of July 7, 1992. Consequently the sealed envelope is beihg returned unopened and the request to ask other bidders for an additional fee schedule is denied. Since none of the respondents to the RFP included complete price structures in their proposals, I am recommending all proposals be rejected and another RFP issued. Thank you in advance for your cooperation in this matter, if you have any questions, please contact me at (407) 330-5680 or Solid Waste Superintendent - Frank Killgore at (407) 330-5679, Telefax (407) 330-5666. Sincerely, Public Works Director enclosures: 2 xc: City Staff "'tTJ~e ~:riendEy FLORIDA GA.RL~AGE SERVICE, INC. I' O. [~(.3X 5~320~ ~.;d,,'l ~-..'~ .'4 :.~ OF]LANDO. FL :32c~5:;-2~)~,~ ..:() '1L~ilS,".;:',,; ! AX ,'4(2,'~ 6Z~,'5-.~F:ll ! !:{i.:L August 31, 1992 ...................... Mr. Robert G. Herman ,Public Works Director City of Sanford, Florida P.O. Box 1788 Sanford, Florida 32772-1788 RE: ROLL OFF FRANCHISE Dear Mr. Herman, When Florida Garbage Service, Inc. submitted the bid for the abov~e franchise with the City of Sanford, we did so based on the asSUmption that we would not be charging any rental on the OPEN ,TOP CONTAINERS or customer owned speciality compactors. There was. nothing indicated..in the bid package relative. to. specia~:~i~ ............... .C.ompact0r rentals or installation costs. After reviewing the verbage of the other bids submitted, it is clear to FGS that Western Waste, BFI,and Waste Management were also under the same assumption. Waste Management states in their bid that they have the ability to sell, lease, and service customer owned or Waste Management owned compactors. Also, a Senior Vice President for BFI, stated that they have every intention of charging~compactor leases. In addition, the bid tabulation FGS was given, clearly is for open top containers, NOT compactors. / FGS will stand on it's bid of no rental fees on open top, roll-off containers, and custome~ owned units. FGS also stands on it's bid for the pull charges of $74.50 plus city fees and disposal costs. Therfore FGS feels that after careful review, our bid still remains in the best interest of businesses and citizens of Sanford. Due:to the vague nature of the bid instructions~and. the~_apparen~ m~'~"~'~tation by ALL Bidders .involved, I am formally requesting that you reverify this with 'the' other Bidders and ~e.que~t a fee schedule from them for the specialty_compaCtor rentals ~d+installation costs that would be charged to EXISTING customers and clients on LIKE equipment. Based on our discussions, I feel this is the only fair and equitable solution for all Bidders as well as the customers of the City of Sanford that are involved. ~ have taken the liberty of enclosing our sealed proposal and schedule to be opened along with the other three when you receive them. I am ~ure you will agree that time is of the essenqe in serving the best interests of all concerned. SincerelY, // ~" William S. Redman, Jr, C.E.O. · · cc: David McFarlin, Attorney at Law William L. Colbert, Attorney at Law, City of Sanford Pubtic Works Dep~'rtment P.O. 8ox ~ 78~--32772- (407) 33~5680. FAX (407) 33~5656 William S. Redman Jr., C.E.O. Florida Garbage Service, Inc. P.O. Box 592069 Orlando, Florida 32859 Subject: Roll-off Franchise August 24, 1992 Telefaxed to: (407) 856-7456 '.Dear Mr. Redman, In the August 19, 1992.meeting between Florida Garbage Service, Inc. (FGS) and the City of Sanford, you stated FGS would be charging container rental fees. it was indicated that rental fees would be required for roll-off customers requiring less than two ser~nces per month and equipment lease agreements would be necessary for compactor ""'customers. Rental fees were specifica!l~/addressed in my conversations with FGS's Sales Manager, Bill Conn during proposal review. Mr. Conn indicated there were no fees other than the indicated pull charge, !andfill expenses and City franchise/recycling fees. Rental or lease fees were not shown on FGS's proposal. The absence of such fees was the significant factor in the determination to award the bid and franchise to FGS. The City of Sanford understands the fees in FGS's proposal to be: $74.50 pull charge, landfill fee (currently $18.00 per ton), franchise fee at 15% of the pull charge plus the landfill fee, and recycling fee at $0.50 per cubic yard collected. Fees differing from those provided in the proposal would constitute a substantial post-bid change in the bid proposal. Such change will not be allowed and your bid would be considered non- responsive. This letter requests confirmation that the fees specified in your proposal are the entire and only fees that will be charged to City of Sanford customers. This confirmation must be written and received within five (5) days of the date of this letter. Failure to respond within five (5). days shall be considered an indication that FGS intends to charge additional rental fees. The City would then take action to assure the best terms for City of Sanford customers by executing a franchise with a firm other than FGS. Thank you in advance for your cooperation in this matter, if you have any questions, please contact me at (407) 330-5680 or Solid Waste Superintendent - Frank Killgore at (407) 330-5679, Telefax (407) 330-5666. Sincerely, R~~G.~~ Public Works Director RGH/ks xc: City Manager Purchasing Agent Solid Waste Superintendent "The Friendly City" FRkNC~tSE AGREEMEN, This agreement, made and entered ititb thi~.z~ ~ day of..0d~Y-bL, ,.:1992, by and between the CITY OF SANFORD, with its principal place of business locai~fl at City Hall, P. O. Box 1788, Sanford, FL 32772, hereinafter referred to as the "City", and WASTE MANAGEMENT OF ORLANDO, INC., with its principal place of business located at P.O. Box 568887, Orlando, Florida 32807-8887, hereinafter referred to as the "Franchise Collector." WITNESSETH: WHEREAS, it is the intent of the City of Sanford to require all solid waste collectors with service agreements for the collection of commercial waste within the City entered into on or before June 24, 1991, to enter into a franchise agreement with the City to allow the solid waste collector to continue to provide commercial collection services within the City until the expiration of the present term of each service agreement; and WHEREAS, the City is duly authorized to grant a franchise for the collection of solid waste and recyclable materials within the City of Sanford, Horida; and WHEREAS, said Franchise Collector agrees to pay the Franchise and Recycle Fees specified and required by Ordinance 3070 and Resolution 1611 as amended from time to time of the City of Sanford, and has presented satisfactory evidence to the City that it is in an adequate physical and financial position to provide such service under all rules and regulations of the City; and WHEREAS, The City's Solid Waste Division of the Public Works Department shall provide the commercial collection service to each commercial establishment located within the City no later than the expiration date of the present term of each service agreement of the Franchise Collector as established on Exhibit 1 of this Agreement; and WHEREAS, the City has found that the granting of a commercial solid waste and recyclable materials collection franchise to the Franchise Collector is in the best interest of the public. NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto intending to be legally bound, hereby agree as follows: ARTICLE 1 - DEFINITIONS As used herein, the definitions contained in Section 2, definitions, of City of Sanford Ordinances 3066,and 3070 as amended, shall apply unless otherwise specifically stated. ARTICLE 2 - SCOPE OF WORK The Franchise Collector is granted a franchise to provide collection services of commercial waste from and within the City of Sanford, Florida, to the Customers at the ,locations listed on Exhibit 1, which is attached hereto and made a part hereof, under the terms and ffEM ,/~:~ i _32qCHISE AGREEMENT - page conditions set forth herein. The Franchise Collector shall not enter into any new service agreements for the collection of commercial waste with'- .h,~ City of Sanford, Florida and shall not provide commercial collection service to any C ~ ....."'~'-, ,,f Sanford other than those listed in Exhibit 1. The frequency, type and nature of the collector servi established individually between the person controllinl collector. The Franchise Collector shall comply with laws, codes, ordinances, resolutions, rules and regular The Franchise Collector shall provide all labor, license fees, and charges required to perform the collection services including the dispoiil ' charges at the Solid Waste Facility. The relationship between the parties shall be limited to performance of this Agreement solely in accordance with its terms. No party shall have any responsibility whatsoever with respect to services provided or contractual obligations assumed by the other party and nothing in this Agreement shall be deemed to constitute either party a partner, agent, or legal representative of the other party or to create any fiduciary relationship. The Franchise Collector's status shall be that of an independent contractor. ARTICLE 3 - PAYMENT 3.1 Rates. Billing and Fees A. The Franchise Collector shall be responsible for the billing, collection, rate setting and incidental cost of fulfilling the contract agreements with parties being serviced. B. The Franchise Collector shall submit a franchise fee to the City of 15% of total invoiced billing for all Commercial Refuse Senrice rendered in the City. C. The Franchise Collector shall submit a recycling fee to the City of $ .50 per cubic yard of total billing for all commercial refuse service rendered in the City. D. The Franchise Collector shall pay to the City the applicable franchise, recycling and administrative fees as set by the City Commission by the 20th of the month following provision of the service. ARTICLE 4 - INDEMNIFICATION The Franchise Collector shall at all times defend, indemnify, protect, hold harmless, and exempt the City, its officers, agents, servants, employees and subcontractors, from any and all penalty, damage, or charges arising out of claims, suits arising out of claims, suits demands, causes of action, or award of damages whether compensatory or punitive, or expenses arising therefrom, including the City's attorneys fees, either at law or in equity, which might be claimed now or in the future, including any payments required by the Worker's Compensation law, which may arise out of or be caused by the operation of performance, operation, maintenance, repair, installation, replacement or removal of any ./,-.,, ~ ~ i _,ANCHISE AGREEMENT - p,~ge 2, site, building, equipment, or vehicle within the Franchise Collector's solid waste collection system and which is caused by a negligent or intentional act or omission of the Franchise Collector, its officers, agents, servants, employees, and subcontractors. The Franchise Collector shall pay, and by its acceptance of this franchise, the Franchise Collector specifically agrees that it will pay, all damages and penalties which the City legally may be required to pay as a result of the granting or extension of this franchise. These damages or penalties shall include, but shall not be limited to, damages arising out of copyright infringements, anti-trust violations, and all other damages arising out of or relating to its operation and maintenance of a commercial solid waste collection and disposal business, whether or not any act or omission complained of is authorized, allowed or prohibited by this franchise. ARTICLE 5 - TERM 5.1 FRANCHISE AGREEMENT The term of this agreement shall be for one (1) year from October 1, 1992, until September 30, 1993. 5.2 SERVICE AGREEMENT The expiration date of the present term of each Service Agreement is listed in Exhibit 1 of this Agreement. The Franchise Collector agrees to take all legal steps necessary to terminate each Service Agreement of each account listed in Exhibit 1 of this Agreement upon the expiration date of each Service Agreement as listed in Exhibit 1, and not to renew same. The City's Solid Waste Division of the Public Works Department shah provide the collection service of commercial wastes to each commercial establishment listed in Exhibit 1, no later than the expiration of the present term of each Service Agreement on the listed in Exhibit 1 of this Agreement. ARTICLE 6 - STATEMENT OF ASSURANCE The Franchise Collector, for the Term of this Agreement, assures the City that said Franchise Collector will not on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against said Franchise CoHector's employees or applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, and the Florida Human Rights Act of 1977) and understand and agrees that this Agreement is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Franchise Collector herein assures the City that said Franchise Collector will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) is/are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within it protective range of applicability. /,-,, /..,.,, ~ i _.-ANCHISE AGREEMENT - p...ge ,, ARTICLE 7 - RESPONSIBILITIES OF FRANCHISE COLLECTOR 7.1 Equipment and Personnel The Franchise Collector shall do all the work and furnish at its own expense all labor, materials, equipment, and other facilities, as may be necessary and proper for performing and completing the work under this Agreement. The work shall be performed in accordance with the true intent and meaning of this agreement. Unless otherwise expressly provided, the work must be performed in accordance with the best modern practice, with workmanship of the highest quality, all as determined by and entirely to the satisfaction of the City. Unless otherwise expressly provided, the means and methods of collection shall be such as the Franchise Collector may choose, subject, however, to the approval of the City. Only adequate and safe procedures, methods, and equipment shall be used. 7.2 Commercial Collection Senrice The Franchise Collector shall collect and remove all properly contained Solid Waste placed out in accordance with the City of Sanford Ordinance No. 3066 and 3070 from the accounts as listed in Exhibit 1. The nature and frequency of Commercial Collection Service shall be as agreed between the Customer and Franchise Collector. Commercial Collection Service shall not be conducted before 5:30 a.m or after 9:00 p.m. No collection shall be made on Sunday except for restaurants and hospitals. The Franchise Collector shall maintain and keep up-to-date all such records and files as necessary to document the collection service. 7.3 Reporting of Recyclable and Solid Waste Collection Material. The Franchise Collector shall keep records of recyclable materials picked up in the City so as to allow the City to meet the State of Florida DER reporting requirements. Such records shall consist, at a minimum, of the type of recyclable material collected and net weight of each material. Total volume and weight of all other solid waste collected by type of waste (i.e.; yard waste, institutional, demolition, etc). A report shall be forwarded monthly that shall be a compilation of the total weight of each material for the month and the date of collection, it is preferred this report be from the 20th of the month through the 19th of the next month. 7.4 Provision of Commercial Refuse Bins The Franchise Collector shall provide refuse bins to all commercial collection service customers requesting refuse bins. The type, number, and location of such refuse bins shall be as agreed between the Customer and Franchise Collector. The Franchise Collector may enter into Use Agreements with the customer for the provision of refuse bins which shall terminate on or before the expiration date listed for the customer in Exhibit 1. The Franchise Collector also shall be responsible for the care and maintenance of the refuse bins supplied and shall hold the City harmless for any and all liabilities arising out of the use thereof. i_ ANCHISE AGREEMENT - l~,~ge ~ For privately owned refuse bins, the Franchise Collector shall hold the City harmless for any damages to the refuse bins or liabilities associated therewith arising out of utilization of such refuse bins. 7.5 Free Services The Franchise Collector shall not provide any free services to anyone for collection services, transportation, or disposal of solid waste. 7.6 Suitable Containers and Refuse Bins Any privately owned container or refuse bin which is in disrepair due to the lack of a well- fitting cover or the presence of holes, cracks, or tears in the bottom or sides may be condemned and so marked by the Franchise Collector. Any container or refuse bin so marked may be picked up and removed by the Franchise Collector after two weeks following the marking of the container or refuse bin if it has not been replaced or repaired by the Owner. The Franchise Collector shall notify the City of containers and refuse bins so marked and their removal. 7.7 Preservation of property The Franchise Collector shall preserve from damage all property along the route of the collection services, or which is in the vicinity of or is in any way affected by the performance of the collection services. Franchise Collector shall locate containers in areas that allow access without driving over curbs, sidewalks and other street right of way structures. This applies, but is not limited, to the public utilities, trees, lawn areas, building monuments or markers, fences, pipe and underground structures, public streets, (except natural wear and tear of streets resulting from legitimate use thereof by the Franchise collector), and wherever such property is damaged due to the activities of the Franchise Collector, it shall be immediately restored to its original condition by the Franchise Collector at its own expense. In case of failure on the part of the Franchise Collector to restore such property, or make good such damage or injury, the City may upon 48 hours written notice to the Franchise Collector, proceed to repair, rebuild, or otherwise restore such property as may be deemed necessary, and to bill the cost thereof to the Franchise Collector. 7.8 Spillage and/or Litter The Franchise Collector shall be responsible for picking up and/or removing any spillage or litter resulting from the performance of the collection services by the Franchise Collector. Areas of spilled trash adjacent to commercial collection containers not caused by the Franchise Collector shall be cleaned up by the Franchise Collector. 7.9 Identification All solid waste collection vehicles and equipment operated by the Franchise Collector shall be clearly marked with the name of the Franchise Collector and its telephone number. All employees of the Franchise Collector shall display identification showing them as employees of the firm. i. ,ANCHISE AGREEMENT - p,,ge c 7.10 Office The Franchise Collector shall maintain an office with regular business hours, five days per week, Monday through Friday, and shall have adequate personnel and facilities in said office to receive and duly respond to complaints and questions made or raised by Customers of the Franchise Collector during regular business hours. 7.11 Books and records. The Franchise Collector shall keep records of wastes collected and charges therefor, and the City shall have the right to review those records which in any way pertain to the payments due it as well as the billing of all customers by the Franchise Collector. The Franchise Collector's auditors shall certify to the City the accuracy of these records, and the City and City's auditors shall also have the right to check and verify the records. All information so obtained shall be confidential and shall not be released by the City unless expressly authorized in writing by the Franchise Collector or required under applicable law. The Franchise Collector will be responsible for the monthly billing of the customer and the City will be provided with a monthly report indicating gross revenue; including in this monthly report shall be a listing of customers including multiple users of a container, the number and size containers per customer and the number of pick-ups per week for each customer. The reports shall be submitted by the 20th day of the month following the end of each calendar month. Failure to do so shall result in a $50.00 per day fine for each day that the report is late. In the event that a customer is not complying with the contract agreement and his service is discontinued by reason of nonpayment, then the City must be promptly notified in order to take appropriate action for sanitation purposes. The City shall have the right to conduct a financial audit performed by an accountant in accordance with generally accepted accounting principles, when determined necessary by the City. 7.12 Bankruptcy or insolvency. If the Franchise Collector becomes insolvent and in any event if a petition of voluntary or involuntary bankruptcy is filed by or against the Franchise Collector, then this franchise shall terminate in no event later than the date of filing of the bankruptcy petition. 7.13 Permits and licenses. The Franchise Collector shall obtain at its own expense all permits and licenses required by law or ordinance and maintain same in full force and effect. 7.14 Complaints. If the Franchise Collector receives any complaints from customers or other persons on the quality of service, use of equipment, method of collection, or other matters, then the Franchise Collector shall respond to the matter within twenty-four hours of receipt, 48 hours if such complaint occurs on a weekend, and resolve the matter within seventy-two hours of receipt. Further, the Franchise Collector shall fully cooperate with the City in addressing such complaints. The Franchise Collector shall maintain an up-to-date file listing all complaints received and the Franchise Collector's response or action taken with respect thereto. The City shah receive a copy of the complaint listing on a monthly basis. 7.15 CommunitySendce The Franchise Collector shall provide emergency response services as directed by the City Manager, which emergency response service would be performed immediately by the Franchise Collector in accommodation of the emergency nature of the service requirement, Ir.~32qCHISE AGREEMENT - p,.,ge ', and for which reasonable compensation to the Franchise Collector shall be negotiated with the City Manager after emergency services have been rendered. ARTICLE 8 - SPECIAL CONDITIONS 8.1 Representatives The authorized representative of the City for purposes of this Agreement shall be the City Manager. The authorized representative of the Franchise Collector for purposes of this agreement shall be the Division Manager. Either party may change its representative upon five days written notice to the other party. 8.2 Insurance The Franchise Collector will have and maintain such insurance as will protect it from claims under workers Compensation Laws; disability benefit laws, or other similar employee benefit laws; from claims for damages because of bodily injury, occupational sickness or disease, or death of his employees including claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees, including claims insured by usual personal injury liability coverage; and from claims for injury to or destruction of tangible property including loss of use resulting therefrom -~ any or all of which may arise out of or result from the Franchise Collector's operations under the Agreement, whether such operations be by himself or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable. This insurance shall be written for not less than any limits of liability specified or required by law, whichever is greater. Within 30 days, the Franchise Collector will file with the City certificates of such insurance, acceptable to the City; these certificates shall contain a provision that the coverage afforded under the policies will not be canceled or materially change until at least thirty days prior written notice has been given to the City. Insurance Required: A~ General Before starting and until completion of the term of the Agreement, the Franchise Collector shall procure and maintain insurance of the types and to the limits specified in Paragraphs B (1) through (3) inclusive below. Coverage The amounts and types of insurance shall conform to the following minimum requirements: Worker's Compensation - Coverage to apply for all employees for Statutory Limits in compliance with the applicable state and federal laws. In addition, the policy must include the following: a. Employer's Liability with a limit of $100,000 each accident. bJ Notice of Cancellation and/or Restriction - The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 2. Comprehensive General Liability - Coverage must be afforded on a form no ,4. i _ANCHISE AGREEMENT - ~,.~ge ,~ more restrictive than the latest edition of the Comprehensive General Liability Policy filed by the Insurance Services Office and must include: am Minimum limits of $1,000,000 per occurrence and $5,000,000 aggregate combined single limit for Bodily Injury Liability and Property Damage Liability on, Premises and/or Operations, Independent Contractors, and b. Additional Insured - The owner is to be specifically named as an additional insured, and Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. Comprehensive Automobile Liability - Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Services Office and must include: am Minimum limit of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability on; Owned Vehicles, Hired and Non-Owned Vehicles, Employee Non-Ownership, and Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. Performance and payment bonds. The Franchise Collector shall furnish to the City a security bond in the amount of twenty-five thousand dollars (25,000.00) insuring the faithful performance of this agreement and executed by a surety company with a best rating of A or greater with a financial size category of five or better, licensed to do business within the State of Florida and on the list of federally approved bond companies. Said bond is in an amount deemed by the City and the Franchise Collector to be reasonable and necessary to enable the City to receive payment of the franchise and recycling fees provided for by this agreement to purchase equipment and obtain personnel to maintain commercial refuse routes in the event that the Franchise Collector becomes insolvent or fails to fulfill the terms and conditions set forth herein. Prior to execution of this agreement, the City shall require the Franchise Collector to furnish such bonds in such form as is acceptable to the City. Certificates of Insurance and Copies of Policies Certificates of Insurance in triplicate evidencing the insurance coverage specified in the previous paragraphs 8.2 (B) (1) - (3) inclusive, and certified copies of the bond required by paragraph 8.2 (B) (4) shall be filed with the City before operations are begun. The required certificates of insurance not only shall name the types of policies provided, but also shall refer specifically to this contract and section and the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs- .,-,, ~ i ... ,ANCHISE AGREEMENT - t--ge '- of this contract. If the initial insurance expires prior to the expiration of this agreement, renewal certificates of insurance and required copies of policies shall be furnished thirty (30) days prior to the date of their expiration. The following cancellation clause must appear on the Certificate of Insurance. The present Cancellation Clause appearing on the Certificate must be X'd out and initialled by the Agent of the Insurer. "Cancellation - Should any of the above described policies be canceled before the stated expiration date thereof, insurer will not cancel same until at least 30 days prior written notice (by certified mail) has been given to the City of Sanford, the below named certificate holder. This prior notice provision is a part of the above described policies. Job Location: City of Sanford." 8.3 Transfer of Ownership This Agreement shall not be assigned or transferred, or if a corporation, controlling interest in the corporation shah not be sold without the consent of the City of Sanford, which consent if given shall be evidenced by a resolution of the City Commission. 8.4 Notice of Default and Default of Contract Should the Franchise Collector abandon or delay unnecessarily the performance of, or in any manner refuse or fail to comply with any of the terms of this Agreement or neglect or refuse to comply with the instructions of the City relative thereto, the City shall notify the Franchise Collector, in writing, of such abandonment, delay, refusal, failure, or neglect and direct the Franchise Collector to comply with all provisions of the Agreement. Copies of such written notice shall be mailed to the surety that issued the performance and payment bonds and be presented to the City Commission for action. The City Commission shall hear the matter at an open session within fourteen (14) days after receipt of such written notice from the City and shall make a determination within seven (7) days after hearing by the City Commission whether or not the action in question is a breach of the terms of this Contract. The Franchise Collector agrees to be present at such hearing and show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement. Should the Franchise Collector fail to appear or fail to show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement satisfactory to the City Commission, such Commission may declare a default of the Agreement and notify the Franchise Collector and the surety that issued the performance and payment bond of such declaration of default, and the City Commission may take such other action as it may deem advisable. Upon receipt by the City of such declaration of default, the Franchise Collector agrees upon request of the City that he will discontinue the work and that the City of Sanford will provide the collector services to the customers contained on exhibit 1 of this agreement, 8.5 Decisions of Questions To prevent disputes, it is understood that questions arising as to the proper performance and the amount to be paid for under this Agreement shall be decided by the City Manager of F,. ~-kNCHISE AGREEMENT - p,,.~,e 1, Sanford, subject to the right of Franchise Collector to appeal to the City Commission, whose decision shall be final. 8.6 Force Majeure Notwithstanding any provision other than as set forth in this Section, Force Majeure, the performance of this Agreement may be suspended and the obligations thereunder excused in the event that such performance is prevented by an event beyond the control of the Franchise Collector (Force Majeure) and the Franchise Collector acts in the following manner: a. As a condition precedent the Franchise Collector shall notify in writing within 48 hours, and affirmatively prove within seven days to the City the occurrence of a force majeure event and the time delay thereby to the performance of the provisions of this Agreement. Should the City find that a Force Majeure event has occurred, it shall extend the time for Performance accordingly. Provided that in the event the City, exercising its reasonable discretion, finds that the Force Majeure event will prevent or alter perfor- mance or for such a period of time as to make performance unreasonable, the City may declare the Agreement terminated. A force majeure is defined for the purpose of this Agreement as: Compliance with any order of any governmental authority or court, acts of war, rebellion, insurrection, sabotage or damage resulting therefrom, fires, floods, explosions, washouts, or events similar to these above. Provided that any Force Majeure event or its effects must be affirmatively shown to have been beyond the reasonable control of the Franchise Collector. The parties further recognize that the provision of this Section 8.6 shall in no way limit the Franchise Collector's duty, as otherwise specified herein, to secure all necessary permits and comply with all applicable laws, regulation, or permit conditions. Any administrative or legal proceedings required to be carried out by the Franchise Collector shall be pursued until all available appeals have been exhausted, unless written instruction to the contract is received from the City Commission. 8.7 Severability If any part, section, subsection, or other portion of this Solid Waste Franchise Agreement is declared void, unconstitutional, or invalid for any reason, such part, section, subsection, or other portion, or the prescribed application thereof, shall be severable, and the remaining provisions of this Agreement, and all applications thereof not having been declared void, unconstitutional, or invalid shall remain in full force and effect. The City and Franchise Collector declare that no invalid or prescribed provision or application was an inducement at the execution of this Agreement, and that they would have executed this Agreement, regardless of the invalid or prescribed provision or application. 8.8 Modification to contract due to public welfare or change in law The City shall have the unilateral right to make changes in this Franchise Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchise Collector under this Agreement relative to the scope and methods of providing Commercial and Recycling Collections Services as shall from time to time be necessary and }_ANCHISE AGREEMENT - p~ge i_ desirable for the public welfare. The City shall give the Franchise Collector reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method of providing Commercial and Recycling Collection Services as referenced herein shall also be liberally construed to include, but is not limited to the manner, procedures, operations and obligations, financial or otherwise, of the Franchise Collector. The City and the Franchise Collector understand and agree that the 1988 Florida Legislature has made comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The City and the Franchise Collector agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law. duly executed, in duplicate, this~ , 1992. ATTEST: CITY OF SANFORD, FLORIDA WASTE MANAGEMENT of ORLANDO, Inc. Dale Bilthouse Name (typed or printed) Pr~,.qiflent/Genera] Manager Title NAME ....................................................SIZE ....,3NT TOTYDS ......COMF ....... SANFORD iRRIGATION MCtg:OBER'FS AL.~TO CENTEE r.,1.A-r I ONA[. GUARD ARMOR CUMBERL. AND FARMS F'ARK AVENUE VILL. AS !..]r,~ ~ATiON ARMY AHOY MAF~ I NE, I NC HANDY WAY SANF:ORD EARLY CHIL.DH 14ARREL..L 8: BEVERLY PF:~ I NT t NG PALACE GENEVA GARDEN AF'TS L i L CHAMP FOOD ~: 1020 SEMI NOLE GARDEN AF'TS FLOR IDA PUBL I CUT I L. I GERALD &= CHARLES AUT SOUTHERN BELL TELEPH BR I DGEW~.:~TER APTS S I MPL I MAT i C ENG I NEER HOWE INDUSTRY M I DWAEST COAST TRANS COMMERCIAL. CHEMICAL. BAY STREET CENTER HALL. AM GARAGE NEW YORK FASTENERS A,%:M DISCOUNT BEVERAG BRYANT t,. DEHNER FLA ELECTRONICS/TRAN GRUEN i NGER APTS ~3 ZIT]'F:~OWER BROS GARAG PARTS C i TY TOWN & L. AKE APTS F:AM i LY DOLLAR ~.635 AMERICAN PIONEER TIT F I RESTONE :~ 19?7 SANFORD LANDING-APTS METRO SALES STATE MARKET RESTAUR F' I ZZA HUT BiG DIP H I GHWAY [] I L, I NC CAPTA I N D ' S SANFORD HERALD SANFORD STATE FARMER HARDEES RESTAURANT FAMOUS REC I PE FR I ED BBQ R I B RANCH WARE ROGERS OIL R I TEA I D []ORP EAST OCEAN CHINESE R CEDAR CREEK' 4.0 1 4.00 WM AUG 6.0 I 6. C:C: WM AUG 4.0 1 A.. 0() WM AUG 6.0 1 :L ~.~, 00 WM AUG 2 ,, 0 E~ 8.00 WM AUG q.. 0 1 ~. 00 WM AUG 6.0 1 6.00 WM AUG 6.0 1 I ~. 00 WM AUG 4.0 i 8.00 WM AUG 2.0 1 2.00 WM AUG ~. 0 1 ~. 00 WM AUG 8 ,, 0 6 1 ~+~.~. 00 WM AUG 3.0 E~ 18.00 WM ALJG 8.0 8 128.00 WM AUG 6.0 1 6.00 WM AUG ~., 0 i ~. 00 WM AUG 8.0 1 16.00 WM AUG 8.0 1E~ 192 ,. 00 WM AUG 8,0 ~ 48.00 WM AUG 8.0 i 16.00 WM AUG 8.0 1 16.00 WM ALIG 6.0 1 6.00 WM AUG 6.0 I 1E~. 00 WM AUG 4.0 I 4.00 WM AUG 4.0 1 A-. 00 WM ALIG 8.0 t 8.00 WM AUG 8.0 i 16.00 WM ALIG 6.0 i 12.00 WM AUG 2.0 1 ~. 00 WM AUG 3.0 i 3.00 WM AUG e. 0 1 6.00 WM AUG 8.0 2 ~+8.00 WM AUG 8.0 i ~. 6.00 WM AUG ~. 0 1 ~. 00 WM AUG 3.0 1 3.00 WM ADG 3.3 ~. 8 198 ,, 00 WM AUG e. 0 1 2.00 WM AUG 6.0 i 1 ~. 00 WM AUG 6.0 2 2A-. 00 WM AUG 2.0 1 2.00 WM AUG ~. 0 1 2.00 WM AUG ~+. 0 ~ e~-~. 00 WM AUG 8.0 ~ A. 8.00 WM AUG 6.0 1 18.00 WM AUG 8.8 3 ?E~. 00 WM AUG 8.8 3 3~. 00 WM AUG 2.0 2 8.00 WM AUG 8.0 1 8.00 WM AUG 8.0 1 8.00 WM AUG A.. 0 ~ 16.00 WM AUG 6.0 6 7~. 00 WM AUG EXHIBIT 1 Page 1 of 2 NA!'dtFZ ...............................................S i;.Z~..: CONT TOTYDS .....COMF .......... ARBORS ;~'~) HIDDEN LAKE 8.6 KENTUCKY FR I ED CH. I CK 8.0 SEMZ[NOLE SHOPPING CE 8.6 :i. 3 · iCOLIRTESY USED CAF,'S 8,,0 i L. i L CHAMP FOOD STC)RE ~.'+. 0 ~.-' : TR I I::'t_.E CO MED I (CA[_ iCE 3.0 ~ F'F;.tOi".ITO i NSULA'F i ON ;~ C, :i. i~ F I RST F'RESBYTER I AN C; 29.0 1 TOM E~ECKEL NURSERY P..O 1 M I RACLE MARBLE I NC 8.0 ROBERTSON T IRES 4.0 M i S TER DONUT ~ ,, () 1 CHAMPION TV 8.0 :l. ECKi.:.:F;zD DRUG STORE 4.0 I :: ROSS S'T'OF~:F:ES 6.0 I :, SiJN BANK t',IA 4.,0 1 MAE ' S FABR i CS 3.0 :t. iii MARINERS Vt[.LAGE 6.0 A. D t SCOUNT AUTO F'ARTS 8.0 I TAYLOF;~ RENTALS 3.0 ii SAVE A LOT 8.0 1 K MART ,~fiAIN STORE 1 1.0 P. BAPT I ST CHURCH ~..'!. 0 I U S POS'F OFF: lCE 6.0 1 LOYAl,,. ORDER OF MOOSE 3.8 4 KRUSE AF'TS 3.0 jOB SERVICE OF FL.A 4.0 1 CENTRA[. FI_A COMMUNiT 4.0 1 BROWNS MOULD I NG 8.0 R ~ FOODS 8.0 SANFORD A I RF'ORT ALF[H 8.4 5 SEf',.ITURY S I GN INSTALI.. P.. 0 1 SEMINOLE [_ANDSCAPE E-'..O 1 MASTER COVE APTS 8.6 1 F2 SANFOR[) PROF CORP 4.0, 1 PARAGON HOME CA.RE ~.~.O F'R I VATE INDUSTRY COU E~. 0 CERTIFIED AUTO/BODY ~.0 1 BOYS TOWN 6.0 1 :'~F I NA ROAD RUNNER STA ~2.0 i A CH I [..DS WORLD ~. 0 1 CUMBERLAND FARMS ~t-95 6.0 1 SANFORD COURT APTS 6.4 8 C J U LTD 3.0 ! WADES GROCER STORE ,:+.0 1 i LAKE FOREST DEVELOPM 8.0 1 ANDERSON SERVICE P..O 1 L I L CHAMP FOOD STORE ~.~. 0 I HERNON MFG I NC 4.0 1 PAULUCCI ESTATE ~. 0 1 ~ .................. 56.00 W,~4 AUG 3P...00 WM AUG 160.00 WM AL.iG 16.00 WM AUG 8.00 WM AUG 1 ~. 00 WM AUG P..00 WM AUG 3.00 WM AUG ['e.00 WM AUG 8.0{,'.> WM AUG 4.00 WM AUG 8. O0 WM AUG 8.00 WM AUG 8.00 WM ALjG 18.00 WM i:~tJG A..00 WM AUG 3.00 WM AUG ?-~.00 WM AUG 8.00 · WM AUG 3.00 WM AUG 16.00 WM AUG 4().00 WM AUG P_.00 WM AUG 'i 8.00 WM AUG :[ 0.00 WM AUG 6.00 WM AUG 4.00 WM AUG 8.00 WM AUG 16.00 WM AUG 16.00 WM AUG P-P..00 WM AUG E:.00 WM AUG ~. 00 WM AUG t5P_.00 WM AUG 4.00 WM AL.1G 4.00 WM AUG P..00 WM AUG ~.00 WM AUG 6.-00 WM AUG ~.00 WM AUG 4.00 WM AUG 18.00 WM AUG B/+.00 WM AUG 3.00 WM AUG 4.00 WM AUG 8.00 WM AUG 8.00 WM AUG 8.00 WM ALIG 4.00 WM AUG 4.00 WM AUG EXHIBIT 1 Page 2 of 2 ~F~RANCHISE AGREEMENT This agreement, made and entered into this~~X~th~t/~/'/~~-- , by and between the CITY OF SANFOE wi s princi- pal place of business located at City Hall, P. O. Box 1788, Sanford, FL 32772, hereinafter referred to as the "City", and WasteMAnagement, Inc. , with its principal place of business located at Pox 568887/3419 VinelandRd/Orlsndo. ~.32856 hereinafter referred to as the "Franchise Collector." WITNESETH: WHEREAS, it is the intent of the City of Sanford to require all refuse collectors with service agreements for the collection of commercial waste in the City entered into on or before June 24, 1991, to enter into a franchise agreement with the City to allow the refuse collector to continue to provide commercial collection services within the City until the expiration of the presen.t_~r~ of each Service Agreement; and WHEREAS, the City is duly authorized to grant a franchise for the collection of.solid waste and recyclable.materials within.the City of Sanford, Florida; and WHEREAS, said Franchise Collector agrees to pay the Franchise and Recycle Fees specified and required by.Ordinance. 3070 and Reso. lution 1611 as amended from time to time of the City of.Sanford, and has presented satisfactory evidence to the. City that.it is in an adequate physical and financial position to provide such service under all rules and regulations of the City; and WHEREAS, The City's Solid Waste Division of the Public Works Department shall provide the commercial collection service to each commercial establishment located within the City no later than the expiration date of the present term of each service .agreement of the Franchise Collector as established on Exhibit 1 of this Agreement; and WHEREAS, the City has found that the granting of a commercial solid waste and recyclable materials collection. franchise to the Franchise Collector is in the best interest of the public. NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto intending to be legally bound, hereby agree as follows: ARTICLE 1 - DEFINITIONS As used herein, the definitions contained in Section 2, defini- tions, of City of Sanford Ordinance 3066, and Ordinance 3070 as amended, shall apply unless otherwise specifically stated. Franchisee: Franchisee shall mean the Franchise Collector or his authorized representative. 1 .~]"Efvl/~' A' ARTICLE 2 - SCOPE OF WORK The Franchise Collector is granted a franchise to provide collec- tion services of commercial waste from and within the City of Sanford, Florida, to the Customers at the locations listed on Exhibit 1, which is attached hereto and made a part hereof, under the terms and conditions set forth herein. The Franchise Collec- tor shall not enter into any new service agreements for the collection of commercial waste within the City of Sanford, Florida and shall not provide commercial collection service to any customers located within the City of Sanford other than those listed in Exhibit 1. The frequency, type and nature of the collector service of commercial waste shall be as established individually between the person controlling the real property and the franchise collector. The Franchise Collector shall comply with all applicable local, state and federal laws, codes, ordinances, resolutions, rules and regulations. The Franchise Collector shall provide all labor, materials, equipment, skills, tools, machinery, supervision, facilities and other services to provide the collection services required herein. The~ Franchise Collector shall pay, at its expense, all costs, expenses, license fees, and charges required to perform the collection services including the disposal charges at the Solid Waste Facility. The relationship between the parties shall be limited to perfor- mance of this Agreement solely in accordance with its terms. No party shall have any responsibility whatsoever with respect to services provided or contractual obligations assumed by the other party and nothing in this Agreement shall be deemed to constitute either party a partner, agent, or legal representative of the other party or to create any fiduciary relationship. The Franchise Collector's status shall be that of an independent contractor. ARTICLE 3 - PAYMENT 3.1 Rates, Billing and Fees A. The Franchise Collector shall be responsible for the billing, collection, rate setting and incidental cost of fulfilling the contract agreements with parties being serviced. B. The Franchise Collector shall submit a franchise fee to the City of 15% of total invoiced billing for all Commercial Refuse Service rendered in the City. C. The Franchise Collector shall submit a recycling fee to the City of $ .50 per cubic yard of total billing for all commercial refuse service rendered in the City. 2 D. The Franchise Collector shall pay to the City the applicable franchise, recycling and administrative fees as set by the City Commission by the 20th of the month following provision of the service. ARTICLE 4 - INDEMNIFICATION The Franchise Collector shall at all times defend, indemnify, protect, hold harmless, and exempt the City, its officers, agents, servants, employees and subcontractors, from any and all penalty, damage, or charges arising out of claims, suits arising out of claims, suits demands, causes of action, or award of damages whether compensatory or punitive, or expenses arising therefrom, including the City's attorneys fees, either at law or in equity, which might be claimed now or in the future, including any payments required by the Worker's Compensation law, which may arise out of or be caused by the operation of performance, operation, main- tenance, repair, installation, replacement or removal of a~'~i~e~ building, equipment, or vehicle within the Franchise Collector's solid waste collection system and which is caused by a negligent or intentional act or omission of the Franchise Collector, its officers, agents, servants, employees, and subcontractors. The Franchise Collector shall pay, and by its acceptance of this franchise, the Franchise Collector specifically agrees that it will pay, all damages and penalties which the City legally may be required to pay as a result of the granting or extension of this franchise. These damages or penalties shall include, but shall not be limited to, damages arising out of copyright infringements, anti-trust 'violations, and all other damages arising out of or relating to its operation and maintenance of a commercial solid waste collection and disposal business, whether or not any act or omission complained of is authorized, allowed or prohibited by this franchise. ARTICLE 5 - TERM 5.1 FRANCHISE AGREEMENT The term of this agreement shall be for one (1) year from October 1, 1991, until September 30, 1992. 5.2 SERVICE AGREEMENT The expiration date of the present term of each Service Agreement is listed in Exhibit 1 of this Agreement. The Franchise Collec- 'tor agrees to take all legal steps necessary to terminate each Service Agreement of each account listed in Exhibit 1 of this Agreement upon the expiration date of each Service Agreement as listed in Exhibit 1, and not to renew same. The City's Solid Waste Division of the Public Works Department shall provide the collection service of commercial wastes to each commercial establishment listed in Exhibit 1, no later than the expiration of the present term of each Service Agreement on the listed in Exhibit 1 of this Agreement. ARTICLE 6 - STATEMENT OF ASSURANCE The Franchise Collector, for the Term of this Agreement, assures the City that said Franchise Collector will not on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against said Franchise Collector's employees or applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, and the Florida Human Rights Act of 1977) and understand and agrees that this Agreement is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Franchise Collector herein assures the City that said Franchise Collector will comply with Title Civil Rights Act of 1964 when federal grant(s) is/are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within it protective range of applicability. ARTICLE 7 - RESPONSIBILITIES OF FRANCHISE COLLECTOR 7.1 Equipment and Personnel The Franchise Collector shall do all the work and furnish at its own expense all labor, materials, equipment, and other facilities, as may be necessary and proper for performing and completing the work under this Agreement. The work shall be performed in accordance with the true intent and meaning of this agreement. Unless otherwise expressly provided, the work must be performed in accordance with the best modern practice, with workmanship of the highest quality, all as deter- mined by and entirely to the satisfaction of the City. Unless otherwise expressly provided, the means and methods of collection shall be such as the Franchise Collector may choose, subject, however, to the approval of the City. Only adequate and safe procedures, methods, and equipment shall be used. 4 7.2 Commercial Collection Service The Franchise Collector shall collect and remove all properly contained Solid Waste placed out in accordance with the City of Sanford Ordinance No. 3066 and 3070 from the accounts as listed in Exhibit 1. The nature and frequency of Commercial Collection Service shall be as agreed between the Customer and Franchise Collector. Commercial Collection Service shall not be conducted before 5:30 a.m or after 9:00 p.m. No collection shall be made on Sunday except for restaurants and hospitals. The Franchise Collector shall maintain and keep up-to-date all such records and files as necessary to document the collection service. 7.3 Reporting of Recyclable and Solid Waste Collection Material. The Franchise Collector shall keep records of recyclable materi- als pickedup in the City so as to allow the City to meet of Florida DER reporting requirements. Such records shall consist, at a minimum, of the type of recyclable material collected and net weight of each material. Total volume and weight of all other solid waste collected by type of waste (i.e.; yard waste, insti- tutional, demolition, etc). A report shall be forwarded monthly that shall be a compilation of the total weight of each material for the month and the date of collection, it is preferred this report be from the 20th of the month through the 19th of the next month. 7.4 Provision of Commercial Refuse Bins The Franchise Collector shall provide refuse bins to all commer- cial collection service customers requesting refuse bins. The type, number, and location of such refuse bins shall be as agreed between the Customer and Franchise Collector. The Franchise Collector may enter into Use Agreements with the customer for the provision of refuse bins which shall terminate on or before the expiration date listed for the customer in Exhibit 1. The Franchise Collector also shall be responsible for the care and maintenance of the refuse bins supplied and shall hold the City harmless for any and all liabilities arising out of the use thereof. For privately owned refuse bins, the Franchise Collector shall hold the City harmless for any damages to the refuse bins or liabilities associated therewith arising out of utilization of such refuse bins. 5 7.5 Free Services The Franchise Collector shall not provide any free services to anyone for collection services, transportation, or disposal of solid waste. 7.6 Suitable Containers and Refuse Bins Any privately owned container or refuse bin which is in disrepair due to the lack of a well-fitting cover or the presence of holes, cracks, or tears in the bottom or sides may be condemned and so marked by the Franchise Collector. Any container or refuse bin so marked may be picked up and removed by the Franchise Collector after two weeks following the marking of the container or refuse bin if it has not been replaced or repaired by the Owner. The Franchise Collector shall notify the City of containers and refuse bins so marked and their removal. 7.7 Preservation of property The Franchise Collector shall preserve from damage all property along the route of the collection services, or which is in the vicinity of or is in any way affected by the performance of the collection services. Franchise Collector shall locate containers in areas' that allow access without driving over curbings, side- walks and other street right of way structures. This applies, but is not limited, to the public utilities, trees, lawn areas, building monuments or markers, fences, pipe and underground structures, public streets, (except natural wear and tear of streets resulting from legitimate use thereof by the Franchise collector), and wherever such property is damaged due to the activities of the Franchise Collector, it shall be immediately restored to its original condition by the Franchise Collector at its own expense. In case of failure on the part of the Franchise Collector to restore such property, or make good such damage or injury, the City may upon 48 hours written notice to the Franchise Collector, proceed to repair, rebuild, or otherwise restore such property as may be deemed necessary, and to bill the cost thereof to the Franchise Collector. 7.8 SpillaGe and/or Litter The Franchise Collector shall be responsible for picking up and/or removing any spillage or litter resulting from the performance of the collection services by the Franchise Collector. Areas of spilled trash adjacent to commercial collection contain- ers not caused by the Franchise Collector shall be cleaned up by the Franchise Collector. 6 7.9 Identification All solid waste collection vehicles and equipment operated by the Franchise Collector shall be clearly marked with the name of the Franchise Collector and its telephone number. All employees of the Franchise Collector shall display identifi- cation showing them as employees of the firm. 7.10 Office The Franchise Collector shall maintain an office with regular business hours, five days per week, Monday through Friday, and shall have adequate personnel and facilities in said office to receive and duly respond to complaints and questions made or raised by Customers of the Franchise Collector during regular business hours. 7.11 Books and records. The franchisee shall keep records of wastes collected and charges therefor, and the City shall have the right to review those records which in any way pertain to the payments due it as well as the billing of all customers by the franchisee. The franchisee's auditors shall certify to the City the accuracy of these records, and the City and City's auditors shall also have the right to check and verify the records. All information so obtained shall be confidential and shall not be released by the City unless expressly authorized in writing by the franchisee or required under ap- plicable law. The franchisee will be responsible for the monthly billing of the customer and the City will be provided with a monthly report indicating gross revenue; including in this monthly report shall be a listing of customers including multiple users of a container, the number and size containers per customer and the number of pick-ups per week for each customer. The reports shall be submitted by the 20th day of the month following the end of each calendar month. Failure to do so shall result in a $50.00 per day fine for each day that the report is late. In the event that a customer is not complying with the contract agreement and his service is discontinued by reason of nonpayment, then the City must be promptly notified in order to take appropriate action for sanitation purposes. The City shall have the right to conduct a financial audit performed by an accountant in accordance with generally accepted accounting principles, when determined necessary by the City. 7.12 Bankruptcy or insolvency. If the franchisee becomes insolvent and in any event if a petition of voluntary or involuntary bankruptcy is filed by or against the franchisee, then this franchise shall terminate in no event later than the date of filing of the bankruptcy petition. 7 7.13 Permits and licenses. The franchisee shall obtain at its own expense all permits and licenses required by law or ordinance and maintain same in full force and effect. 7.14 Complaints. If the Franchise Collector receives any complaints from customers or other persons on the quality of service, use of equipment, method of collection, or other matters, then the Franchise Collector shall respond to the matter within twenty-four hours of receipt, 48 hours if such complaint occurs on a weekend, and resolve the matter within seventy-two hours of receipt. Further, the Franchise Collector shall fully cooperate with the City in addressing such complaints. The Franchise Collector shall maintain an up-to-date file listing all complaints received and the Franchise Collector's response or action taken with ~'~~ thereto. The City shall receive a copy of the complaint listing on a monthly basis. 7.15 Community Service The Franchise Collector shall provide emergency response services as directed by the City Manager, which emergency response service would be performed immediately by the Franchise Collector in accommodation of the emergency nature of the service requirement, and for which reasonable compensation to the Franchise Collector shall be negotiated with the City Manager after emergency servic- es have been rendered. ARTICLE B - SPECIAL CONDITIONS 8.1 Representatives The authorized representative of the City for purposes of this Agreement shall be the City Manager. The authorized representa- tive of the Franchise Collector for purposes of this agreement shall be the Division Manager. Either party may change its representative upon five days written notice to the other party. 8.2 Insurance The Franchise Collector will have and maintain such insurance as will protect it from claims under workers Compensation Laws; disability benefit laws, or other similar employee benefit laws; from claims for damages because of bodily injury, occupational sickness or disease, or death of his employees including claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees, including claims insured by usual personal injury liability coverage; and from claims for injury to or destruction of tangible property including loss of use 8 resulting therefrom -- any or all of which may ariseI out of or result from the Franchise Collector's operations under the Agreement, whether such operations be by himself or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable. This insurance shall be written for not less than any limits of liability specified or required by law, whichever is greater. Within 30 days, the Franchise Collector will file with the City certificates of such insurance, acceptable to the City; these certificates shall contain a provision that the coverage afforded under the policies will not be canceled or materially change until at least thirty days prior written notice has been given to the City. Insurance Required: A. General Before starting and until completion of the term of the Ag~h'~ ......... the Franchise Collector shall procure and maintain insurance of the types and to the limits specified in Paragraphs B (1) through (3) inclusive below· B. Coverage The amounts and types of insurance shall conform to the following minimum requirements: 1. Worker's Compensation - Coverage to apply forall employees for Statutory Limits in compliance with the applicable state and federal laws. In addition, the policy must include the following: Employer's Liability with a limit of $100,000 each accident. Notice of Cancellation and/or Restriction - The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 2. Comprehensive General Liability - Coverage must be afforded on a form no more restrictive than the latest edition of the Compre- hensive General Liability Policy filed by the Insurance Services Office and must include: Minimum limits of $1,000,000 per occurrence and $5,000,000 aggregate combined single limit for Bodily Injury Liability and Property Damage Liability on, b. Premises and/or Operations, c. Independent Contractors, Additional Insured - The owner is to be specifically named as an additional insured, and Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 3. Comprehensive Automobile Liability - Coverage must be afford- ed on a form no more restrictive than the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Services Office and must include: Minimum limit of $1,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability on b. Owned Vehicles, c. Hired and Non-Owned Vehicles, d. Employee Non-Ownership, and Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the owner with thirty (30) days written notice of cancellation and/or restriction. 4. Performance and payment bonds. The Franchise Collector shall furnish to the City a security bond in the amount of twenty-five thousand dollars (25,000.00) insur- ing the faithful performance of this agreement and executed by a surety company with a best rating of A or greater with a financial size category of five or better, licensed to do business within the State of Florida and on the list of federally approved bond companies. Said bond is in an amount deemed by the City and the Franchise Collector to be reasonable and necessary to enable the City to receive payment of the franchise and recycling fees provided for by this agreement to purchase equipment and obtain personnel to maintain commercial refuse routes in the event that the franchisee becomes insolvent or fails to fulfill the terms and conditions set forth herein. Prior to execution of this agreement, the City shall require the Franchise Collector to furnish such bonds in such form as is acceptable to the City. 5. Certificates of Insurance and Copies of Policies Certificates of Insurance in triplicate evidencing the insurance coverage specified in the previous paragraphs 8.2 (B) (1) - (3) inclusive, and certified copies of the bond required by paragraph 8.2 (B) (4) shall be filed with the City before operations are begun. The required certificates of insurance not only shall name the types of policies provided, but also shall refer specifically to this contract and section and the above paragraphs in accordance with which insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this contract. 10 If the initial insuzance expires prior to the ~xpiration of this agreement, renewal certificates of insurance and required copies of policies shall be furnished thirty (30) days prior to the date of their expiration. The following cancellation clause must appear on the Certificate of Insurance. The present Cancellation Clause appearing on the Certificate must be X'd out and initialled by the Agent of the Insurer. Cancellation - Should any of the above described policies be canceled before the stated expiration date thereof, insurer will not cancel same until at least 30 days prior written notice (by certified mail) has been given to the City of Sanford, the below named certificate holder. This prior notice provision is a part of the above described policies. Job Location: City of Sanford. 8.3 Transfer of Ownership This Agreement shall not be assigned or transferred, or if a corporation, controlling interest in the corporation shall not be sold without the consent of the City of Sanford, which consent if given shall be evidenced by a resolution of the City Commission. 8.4 Notice of Default and Default of Contract Should the Franchise Collector abandon or delay unnecessarily the performance of, or in any manner refuse or fail to comply with any of the terms of this Agreement or neglect or refuse to comply with the instructions of the City relative thereto, the City shall notify the Franchise Collector, in writing, of such abandonment, delay, refusal, failure, or neglect and direct the Franchise Collector to comply with all provisions of the Agreement. Copies of such written notice shall be mailed to the surety that issued the performance and payment bonds and be presented to the City Commission for action. The City Commission shall hear the matter at an open session within fourteen (14) days after receipt of such written notice from the City and shall make a determination within seven (7) days after hearing by the City Commission whether or not the action in question is a breach of the terms of this Contract. The Franchise Collector agrees tobe present at such hearing and show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement. Should the Franchise Collector fail to appear or fail to show cause why it has abandoned, delayed, refused, failed or neglected to comply with the terms of the Agreement satisfactory to the City Commission, such Commission may declare a default of the Agreement and notify the Franchise Collector and the surety that issued the performance and payment bond of such declaration of default, and the City Commission may take such other action as it may deem advisable. Upon receipt by the City of such declaration of default, the Franchise Collector agrees upon request of the City that he will discontinue the work and that the City of Sanford will provide the collector services to the customers contained on exhibit 1 of this agreement. 11 8.5 Decisions of Ouestions To prevent disputes, it is understood that questions arising as to the proper performance and the amount to be paid for under this Agreement shall be decided by the City Manager of Sanford, subject to the right of Franchise Collector to appeal to the City Commis- sion, whose decision shall be final. 8.6 Force Maj eure Notwithstanding any provision other than as set forth in this Section, Force Majeure, the performance of this Agreement may be suspended and the obligations thereunder excused in the event that such performance is prevented by an event beyond the control of the Franchise Collector (Force Majeure) and the Franchise Collector acts in the following manner: 1. As a condition precedent the Franchise Collector shall .notify in writing within 48 hours, and affirmatively ................. prove within seven days to the City the occurrence of a force majeure event and the time delay thereby to the performance of the provisions of this Agreement. 2. Should the City find that a Force Majeure event has occurred, it shall extend the time for Performance accordingly. Provided that in the event the City, exer- cising its reasonable discretion, finds that the Force Majeure event will prevent or alter performance or for such a period of time as to make performance unreason- able, the City may declare the Agreement terminated. 3. A force majeure is defined for the purpose of this Agreement as: Compliance with any order of any governmental authority orcourt, acts of war, rebellion, insurrection, sabotage or damage resulting therefrom, fires, floods, explosions, washouts, or events similar to these above. Provided that any Force Majeure event or its effects must be affirmatively shown to have been beyond the reasonable control of the Franchise Collector. 12 The parties further recognize that the provision of this Section 8.6 shall in no way limit the Franchise Collector's duty, as otherwise specified herein, to secure all necessary permits and comply with all applicable laws, regulation, or permit conditions. Any administrative or legal proceedings required to be carried out by the Franchise Collector shall be pursued until all available appeals have been exhausted, unless written instruction to the contract is received from the City Commission. 8.7 Severability If any part, section, subsection, or other portion of this Solid Waste Franchise Agreement is declared void, unconstitutional, or invalid for any reason, such part,section, subsection, or other portion, or the prescribed application thereof, shall be sever- able, and the remaining provisions. of this Agreement, and all applications thereof not having been declared void, unc0~i~U~ tional, or invalid shall remain in full force and effect. The City and Franchise Collector declare that no invalid or prescribed provision or application was an inducement at the execution of this Agreement, and that they would have executed this Agreement, regardless of the invalid or prescribed provision or application. 8.8 Modifications to contract due to public welfare or change in law: The City shall have the unilateral right to make changes in this Franchise Agreement as the result of changes in law and to impose new and reasonable rules and regulations on the Franchise Collec- tor under this Agreement relative to the scope and methods of providing Commercial and Recycling Collections Services as shall from time to time be necessary and desirable for the public welfare. The City shall give the Franchise Collector reasonable notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method of providing Commercial and Recycling Collection Services as referenced herein shall also be liberally construed to include, but is not limited to the manner, procedures, operations and obligations, financial or otherwise, of the Franchise Collector. The City and the Franchise Collector understand and agree that the 1988 Florida Legislature has made comprehensive changes in Solid Waste Manage- ment legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The City and the Franchise Collector agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law. 13 day of ~~~ 19 9~ ~ CITY OF SANFORD, FLORIDA ATTEST: WASTE MANAGEMENT INC. · .~ ,..:::~"'. 'THROUGH ASHTON AGENCY. Date & Sea'! 14 EXHIBIT I - WASTE MANAGEMENT INC.~ FRANCHISE AGREEMEN, ACCOUNT NAME ADDRESS A CHILD'S WORLD A&M DISCOUNT BEV AHOY MARINE INC AIRPORT CHEVRON - 285~ SANFORD AVENUE - 1~19 CELERY AVENUE - 511 25TH STREET E - 5001 ORLANDO DRIVE AMERICAN LEGION POST - 287~ SANFORD AVENUE AMERICAN PIONEER TIT - 119 1ST STREET W ARBORS OF HIDDEN LK - 122 HIDDEN LAKE/ARBOR COURT BAGGS PRODUCE MARKET - 2~85 SANFORD AVENUE BAHAMA JOES RESTAURN - 2508 FRENCH AVENUE BAPTIST CHURCH BAY STREET CENTER BAYHEAD CENTER - 2626 PALMETTO AVENUE - 500 BAY AVENUE - 902 LK MARY BOULEVARD BAYHEAD RACOUET CLUB - 901 BBQ RIB RANCH BIG DIP BLUE BOOK CARS LK MARY BOULEVARD - 25~5 FRENCH AVENUE - 254.9 FRENCH AVENUE - ~11~ ORLANDO DRIVE BOWL AMERICA/SANFORD - 180 BOYS TOWN BRIDGEWATER APTS BROWNS MOULDING BRYANT/DEHNER ALUM BUCKS RESTAURANT BUTCHuB CHEVRON BUXTON PROPERTIES C J GROCERY C J U LTD CABLEVISION OF FLA CAMERON APTS ~7 AIRPORT BOULEVARD W - 5500 SANFORD AVENUE - 500 AIRPORT BOULEVARD - 5~0 PECAN AVENUE - 12~1 COMMERCE WAY - 1220 SANFORD AVENUE - 2207 1ST STREET W - 5200 ORLANDO DRIVE - 5500 SANFORD AVENUE - STATE STREET PLAZA - 2619 FRENCH AVENUE .- ~17 5RD STREET W pg. EXPIRATION DATE o9/ol/93 12/lo/95 o5/o2/93 11/o2/91 06/01/94. ottol/9t 05105/93 lo/ol/91 ol/28/93 04101/95 ot/ol/93 02/08/92 07/01/92 11/ol/95 07/26/94. 08/22/91 01/07/92 o5/ol/95 08t0~/92 07/22/92 0i/01/92 06105/94. o~t8ot9~ 08/ol/91 05/21/92 01/19/92 10/05/92 EXHIBIT I - WASTE MANAGE~,T INC., FRANCHISE AGREEME~ 2 ACCOUNT NAME ADDRESS CAMERON APTS CAPTAIN CEDAR CREEK CENTRAL FL EDUCA CU - 510 MAGNOLIA AVENUE - 251~ FRENCH AVENUE - 2t50 HARTWELL AVENUE - 101 25TH STREET E CENTRAL FLA COMM CLI - 2~72 PARK AVENUE CERTIFIED AUTO BODY - 1012 SANFORD AVENUE CHURCHES FRIED CHICK - 2561 FRENCH AVENUE CITY OF SANFORD - 908 6TH STREET W COLONIAL ROOM REST - 115 1ST STREET E COMM CHEMICAL PRODUC - 1107 AIRPORT BOULEVARD B CONTROL/TECH CEN FLA - 2776 FINANCIAL COURT CONTRYSIDE TRAIL PAK - 2991 KNUDSEN DRIVE COUNTRY CLUB MANOR COURTESY USED CARS CUMBERLAND ~9587 - 25TH ST W/HOLLY AVENUE - 5219 ORLANDO DRIVE - 17-92 & LAKE MARY BLVD CUMBLAND FARMS ~9505 - 217 PARK AVENUE CUMBLAND FARMS ~9522 - 5100 SANFORD AVENUE DAIRY SHACK DALLAS BOWER INC DIAMOND MASONAMY 1808 FRENCH AVENUE 1501 let STREET W 2525 KENTUCKY AVENUE DISCNT AUTO PARTS ~9 - 2925 ORLANDO DRIVE DISCNT TIRE COMPANY DOLLAR GENERAL 1~87 DOMINOS PIZZA DOMES BARGAIN BARN DREAMWORLD TR PARK EAST OCEAN CHINESE ECKERD DRUG 036 - 5515 ORLANDO DRIVE - 2670 ORLANDO RIVE - 1910 FRENCH AVENUE - 1219 FRENCH AVENUE - 2557 MOHAWK AVENUE - 2520 FRENCH AVENUE - 5611 ORLANDO DRIVE EXPIRATION DATE 10/03/92 09/20/93 01/17/9~ 05/22/92 05110/95 O1/25/93 02/28/92 10/07/91 03/17/92 12/08/92 0~/25793 0~/25/93 04/01/93 0~t3019t 10/19/92 04/01/92 09/25/92 11/17/92 01/22/92 08/21/92 0~/08/92 0t/19/92 05/28/92 09/15/91 05/lt/94. 08/21/92 05110/93 05/09/93 EXHiBiT I - WASTE MANAGEN'""'~T INC., FRANCHISE AGREEMEy''''~ pg. ACCOUNT NAME ADDRESS ELBOW ROOM - 2640 SANFORD AVENUE ELECTRONICS SPACE - 1201 SILVER LAKE DRIVE ENGINEERING FASTNERS - 5400 BRYANT AVENUE FAMILY DOLLAR ~655 - 413 1ST STREET E FAMOUS RECIPE CHICKE - 1905 FRENCH AVENUE FINA STATION FIRESTONE TIRE FIRST PEBYS CHURCH FLA ELECTRON/TRANSF - 2501 SANFORD AVENUE - 601 1ST STREET W - 301 OAK AVENUE - 421 CORNWALL ROAD 6TH STREET W OAK AVENUE FLA PUBLIC UTILITIES - 901 FLORIDA MOTEL - 500 FUTURE HEALTH CONCET - 2841MELLONVILLE AVENUE GENEVA GARDEN APTS GEORGIA ARMS APTS GERALD AUTO MACHINE - 604 GOODYEAR TIRE CENTRE - 555 GRUENINGER APTS ~3 GRUENINGER APTS ~5 H L ROWAN HANDY WAY ~1485 MANDY WAY ~3797 HANSON AUTO SERVICE HARDEES RESTAURANT HARDEN & WEST ELECT HARDER'S TOWNHOUSES HARRELL & BEVERLY HERNON MEG INC. HIGHWAY OIL ~731 - 1505 25TH STREET W - 2600 GEORGIA AVENUE 6TH STREET W 1ST STREET W - 814 ELM AVENUE - 1401 1ST STREET W - 2534 SANFORD AVENUE - 301 25TH STREET E - 2691 AIRPORT BOULEVARD - 185 AIRPORT BOULEVARD - 2506 FRENCH AVENUE - 1683 BEARDALL AVENUE - 1601 TERRACE DRUVE - 209 25TH STREET W - 121 TECH DRIVE - 2~25 FRENCH AVENUE EXPIRATION DATE 06Io8/9~ 03Ii~192 0i/10/93 09/20/93 07/20/94. 06/25/93 09/26191 04101/93 04/09/94 09/15/92 11/01/93 10103193 10/22/91 09/0~/93 0810~/9~ 12/01/91 06/12/92 10/11/91 09/30/92 lo/o8/91 05/05/93 11/o3/92 06/25/93 08/29/93 04/10/93 02/12/93 08/26/92 EXHIBIT I - WASTE MANAGEM/'xT INC., FRANCHISE AGREEME~ ACCOUNT NAME ADDRESS HOLIDAY INN-SANFORD HOWE INDUSTRIES HUNGRY HOWIES HUNGRY HOWIES tDEIS FOOD 530 PALMETTO AVENUE N 905 AIRPORT BOULEVARD 2~00 FRENCH AVENUE 58~0 ORLANDO DRIVE 1506 13TH STREET W JAN"S PRODUCE JANE TAYLOR JARVIS APTS JEWEL T STORE INCON INDUSTRIES INC - 5~51 BRYANT AVENUE - 1~50 FRENCH AVENUE - 111 CEDAR AVENUE - 40~ I~TH STREET E - 2701 ORLANDO DRIVE JIM CALDWELL(ALLSTE) - ~520 ORLANDO DRIVE JIMMY BRYON HONDA JOB SERVICE OF FLA JOHN CHILDERS JOHNS SMALL ENGINES JOYCE WELL DRILLING K & D MANUF K-MART STORE K-MART STORE - AUTO - 2915 ORLANDO DRIVE - 26~0 PARK AV STE 101 - 2710 ORLANDO DRIVE - 909 5RD STREET W - LAKE LAKE AVENUE - 2901 CELERY AVENUE E - 5101 ORLANDO DRIVE - 5101 ORLANDO DRIVE KENTUCKY FRIED CHICK - 5601 ORLANDO DRIVE KRUSE APARTMENTS KULPA, STANDLEY LA RUE~$ LAKE FOREST DEVELOP LEBIS MANAGMENT LEWIS INVESTMENTS - 1717 PARK AVENUE - ~07 1ST STREET W - 2601 PARK DRIVE - 5550 SHORELINE DRIVE - 2200 FRENCH AVENUE - 5800 STATE ROAD ~27 LIL CHAMP FOOD STORE - 1920 FRENCH AVENUE LIL CHAMP FOOD STORE - 501 FRENCH AVENUE & 5rd St EXPIRATION DATE 01/16/92 0~/18/95 01/01/92 li/O1/gl 11/05/91 07/2~/95 0t/21/94. 06/25/9~ 08/05/92 06/29/92 08/01/92 03/28/92 0~/25/95 0~/02/92 08/2~/92 05/02/95 01/01/92 10/50/92 12/01/92 il/02/92 ot/o8/93 o~/28/92 0~/01/95 06/04/95 07/05/92 01/25/92 07108/92 12/05/92 EXHiBiT I - WASTE MANAGEM/"'T INC., FRANCHISE AGREEMEP"", pg. 5 ACCOUNT NAME ADDRESS LIL CHAMP FOOD STORE - 1116 CELERY AVENUE LIL CHAMP FOOD STORE - 7~99 STATE ROAD ~27 LIL CHAMP FOOD STORE - 1119 25TH STREET E LIL CHAMP FOOD STORE - 1ST STREET & HWY 46 LIMARAN ll - 116 2ND STREET W LK JENNIE APARTMENTS - 1511 SANTA BARBARA DRIVE LK MONROE HARBR MAR1 - P 0 BOX 687 LOXCREEN LOYAL ORDER/MOOSE MAE'S FABRICS MARINERS VILLAGE MASTER COVE APTS - SILVER LAKE DRIVE - 2660 PALMETTO AVENUE - 5852 ORLANDO DRIVE - 5202 ORLANDO DRIVE - 271~ RIDGEWOOD AVENUE MCROBERTS AUTO CENTE - ~05 1ST STREET W MCT MIDWEST COAST - tO0 AIRPORT BOULEVARD MELLONLLE TRACE APTS - t40 MELLONVILLE AVENUE MELODEE SKATING RINK - 2700 25TH STREET W METRO CHYSLER PLYMTH - ~115 ORLANDO DRIVE METRO SALES CORP - 1921 1ST STREET W MID FLORIDA CABINETS - ~15 i~TH STREET MIDWAY MART MIKES AUTO ELECTRIC MIRACLE MARBLE INC MISTER DONUT - 2199 SIPES AVENUE - 262~ IROOUOIS AVENUE - ~524 ORANGE BOULEVARD - 5755 ORLANDO DIRVE NATIONAL GUARD ARMOR - 915 NATIONAL RR PASSENG NIX BEDDING MFG CO ONE HARBOUR PLACE PALM TREE APTS - 600 - 709 - - 500 1ST STREET E PERSIMMON AVENUE CELERY AVENUE PALMETTO AVENUE ~lOt N AIRPORT BOULEVARD N EXPIRATION DATE 02/09/92 0i/16/93 06/26/92 04/07/92 ii/i5/gi 0~/15/93 08/31/93 i2/i2/92 08/22/91 08/30/93 0~/12/93 i0/i0/93 0~/09/94 07/10/92 07/02/92 06/07/92 05/17/92 10/25/92 03/01/92 05/02/93 08/05/94. 07/01/92 11/12/92 0t/1S/93 09/30/92 0~/22/92 02/01/94. 0~/15/92 EXHiBiT I - WASTE MANAGEM'~"",T INC., FRANCHISE AGREEMEP"'. pg. 6 ACCOUNT NAME ADDRESS PARAGON HOME CARE - 240 SAN MARCOS AVENUE N PARK AV VILLAS - 2502 PARK AVENUE PARK AVENUE WASH MAR - 1217 PARK AVENUE PARTS CITY PASS INC PAUL GRUENINGER PAULUCCI ESTATE PEINE APARTMENTS 2500 FRENCH AVENUE 5~50 BRYANT AVENUE 1200 ELM AVNEUE 2020 WASHINGTON AVENUE 611 PARK AVENUE PERKINS SEMINOLE FEN - 5765 ORLANDO DRIVE PIZZA HUT ~8 - 2002 FRENCH AVENUE PLAZA ROCKING CHAIR - 290O FRENCH AVENUE POPLAR GROCERY/MEATS - 515 PRINTING PALACE - 211 PRIVATE INDUSTRY COU - 210 POPLAR AVENUE 25TH STREET W SANFORD AVENUE PRONTO INSULATION OUINCEY STEAK HOUSE R & E FOODS, INC - ~150 MORSE STATION RD - 2955 ORLANDO DRIVE - 5501 PENN AVENUE R L BEST INTERNATION - t75 SILVER LAKE DRIVE RESTLAWN CEMETARY CO - 1110 PINE AVENUE RINKER MATERIALS RITE-AID ~2052 RIVERSHIP ROMANCE ROBERTSON TIRES ROSS STORE ~27t ROY R BLACKBURN SAIL POINT APTS SALVATION ARMY SANFORD AIRPORT AUTH - - 2210 25TH STREET W - 2~58 FRENCH AVENUE - ~55 PALMETTO AVENUE N - ~259 ORLANDO DRIVE - 5659 ORLANDO DRIVE - ~555 ANCIS AVENUE - 401 SEMINOLE BOULEVARD - 700 2~TH STREET W PICKALK GRND & TERMINAL EXPIRATION DATE 07/16/93 o~/18/95 06/28/92 09/05/93 08/17/93 10/16/91 0~/18/95 05/31/92 01/i5/9~ 04118/95 10/20/91 08/13/92 05/20/94. 05/17/9~ 01/16/9~ 01/09/92 10/16/93 01/29/92 02/18/92 10/09/91 O5/27/92 0~/20/92 0~/08/94- 12/05/95 10/02/95 11/02/91 0tI18t95 o~/8o/95 EXKiBIT I - WASTE MANAGEM~T INC., FRANCHISE AGREEME>~''~. pg. 8 ACCOUNT NAME ADDRESS SHIVERS SIMPLIMATIC ENGINEER - 500 SLUMBERITE INC SOBIK SUB SOIL FUMIGANTS CO - 1685 BEARDALL AVENUE AIRPORT BOULEVARD - ~02 PECAN AVENUE - 2~55 FRENCH AVENUE - 1525 BEARDALL AVENUE SOUTHERN BELL TELEPH - 501 ST JOHN & SON STAR ENTERPRISE STATE MARKET REST SUN BANK SUNCRETE 9TH STREET W - 520 LAUREL AVENUE - 1208 PARK AVENUE - 1500 FRENCH AVENUE - 2910 ORLANDO DRIVE - 2701 5TH STREET W SUPER SCRUB CAR WASH - 2615 ORLANDO DRIVE TAYLOR RENTALS TIRE EXPRESS/AUTO TODDS QUALITY 'TOM BECKEL NURSERY TOWN LAKE APTS 'TRAILER PARK TRIPLE CO MEDICAL 'TROPICOOL TUBE TEC INC. UNION 76/ANDERSON UNIROYAL CHEMICAL UNIVERSITY CENT FLA VOGUE ~21 WADES GROCERY STORE - 5215 ORLANDO DRIVE - 2650 ORLANDO DRIVE - 4,15 15TH STREET W - 2050 ORANGE BOULEVARD - 711 1ST STREET E - 0 GARDEN DRIVE - 515 MANGOUSTINE AVENUE N - 1111 FRENCH AVENUE - 501 BROWN AVENUE - 1802 SOUTHWEST ROAD - 3601 CELERY AVENUE E - 2700 CELERY AVENUE E - 1150 STATE STREET - 509 7TH STREET E WALLYS TRUCK/HVY EQU - 1~71 BEARDALL AVENUE WARE ROGERS OIL CO - 110 FRENCH AVENUE N EXPIRATION DATE 08/17/92 11/oi/92 02/22/92 06/2~/92 06/05/95 0~/20/95 08/15/92 05/05/92 o~15of9~ otfo5t95 o6/o~/92 05/50/95 o5/o7/95 04111195 10/05/92 05/25/92 12/05/95 07/15/92 08/51/95 12/11/92 09/21/92 06/12/92 01/18/95 06/0i/95 0~tii/95 0tI28/95 il/05/91 09/28/95 EXHiBiT I - WASTE MANAGEM~T INC., FRANCHISE 9 ACCOUNT NAME ADDRESS WELAKA BUILDING - 116 1ST STREET W WESTGATE TV INC - 3115 ORLANDO DRIVE WILLIAMS FISH MARKET - 1805 13TH STREET W WOK EXPRESS - 3021 ORLANDO DRIVE ZITTROWER BROTHERS - 1~00 ELM AVENUE EXPIRATION DATE 05/0~/93 o811519~ 07/18/92 05/22/9~ 0~t18t93 EXHiBiT I - WASTE MANAGEI'~'T INC., FRANCHISE AGREEMEK"", 7 ACCOUNT NAME ADDRESS SANFORD AUCTION SANFORD COURT APTS SANFORD EARLY CHILD SANFORD ELECTRIC - 1215 FRENCH AVENUE - 3301 SANFORD AVENUE - 801 25TH STREET E - 2522 PARK DRIVE SANFORD HEATING & A/- 2609 SANFORD AVENUE SANFORD HERALD - 300 FRENCH AVENUE N SANFORD HOUSING AUTH - 1400 W lOth ST CASTLE BREW CT SANFORD IRRIGATION - 750 WYLLY AVENUE SANFORD LANDING APTS - 1800 1ST STREET W SANFORD POST OFFICE - 221 PALMETTO AVENUE N SANFORD PROFF CENTER - 1~03 MEDICAL PLAZA SANFORD PROFF CORP SANFORD ST FARM MKT SANFORD TOWN SQUARE - 209 SAN CARLOS AVENUE - 1300 FRENCH AVENUE - 1500 S.R. 17-92/FRENCH AV SANLANDO MACHINING I - 501 SCHUMACHER FARMS SCHWEIZER/SCHWEIZER SEAS COASTLINE R/R AIRPORT BOULEVARD - 1~35 MYRTLE STREET - 728 COUNTY RD 15 - 900 PERSIMMON AVENUE SEM VETERINARY HOSPI - 2515 25TH STREET W SEMINOLE FORD INC - 5786 ORLANDO DRIVE SEMINOLE GARDEN APTS - 1600 5TH STREET W SEMINOLE LANDSCAPING - 2825 RICHMOND AVENUE SEMINOLE OFFICE CTR - 512 1ST STREET W SEMINOLE PAINT/BODY - 25~0 MYRTLE AVENUE SEMINOLE SHOP CENTRE - 3605 ORLANDO DRIVE SEMINOLE WORK OPPORT - 3422 ORLANDO DRIVE SENTURY SIGN INSTALL - 905 PINE WAY SHERWIN-WILLIAM5 - 3757 ORLANDO DRIVE EXPIRATION DATE 11/13/91. o~/ol/93 o~tllf9~ 03/13/92 o~I3oI93 10/15/92 o5/ol/93 11/o7/95 09106/93 02/23/92 o8/ol/93 05106/94, 12/21/91 05/26/92 '08/01/92 o5/ol/93 o~/3o/92 03/05/92 12/ol/92 o5/lo/9~ 08/03/92 11/22/91 ot/lo/93 11/5o/92 05/08/93 06/25/9~ o5/ol/95 NATIONAL' IUARA Y INSURANt? COMPANY NT 7 BURLINGTON SQUARE, 6th FLOOR · BURLINGTON, VT 05401 · 1-800-876-6442 GUARANTEE PAYMENT BOND BOND NUMBER GP91-0016 KNOW ALL' MEN BY THESE PRESENTS, That we, WASTE MANAGEMENT OF ORLANDO, INC., P.O. Box 568887, 3419 Vineland Road, Orlando, FL 32856 , as Principal, and NATIONAL GUARANTY INSURANCE COMPANY, a corporation duly organized and existing under the laws of the State of Vermont, having its principal office at 7 Burlington Square, 6th Floor, Burlington, Vermont 05401, as Surety are held and firmly bound unto the CITY OF SANFORD, FLORIDA , as Obligee, in the sum of ..... Twenty-Five Thousand and 00/100 $25,000.00 for the payment of which sum, well and truly to be made, we bind ourselves, our personal representatives, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, That: WHEREAS the Principal is desirous of a non-exclusive franchise aRreement with the City of Sanford, Florida and guaranteeing collection fees to the City AND WHEREAS a surety bond is required as a guarantee fees will be paid by the Principal for this service, NOW THEREFORE, if the above-bounden Principal shall well and truly pay, or cause to be paid, all fees incurred by them in the use of the aforementioned service, then this bond and all obligations hereunder shall become void and of no effect; otherwise, to remain in full force and virtue. PROVIDED HOWEVER, that this bond may be canceled by the Surety by giving thirty (30) days' notice in writing to the Obligee, and at the end of said thirty (30) days' notice, the liability of the Surety, except as to any liabilities or indebtedness already accrued, shall cease and said bond shall thereupon terminate and be of no more force and effect. IT IS FURTHER PROVIDED that the aggregate liability of the Surety hereunder shall not exceed the penal sum of this bond. IN WITNESS WHEREOF, the Principal and Surety have hereto set their signatures and seals this 1st day of October , 19 91 . A ~~~ T . ARAN CE COMPANY Malcolm Outts-Watson, Attorne~-i~'Fact POWER OF ATTORNEY Know all ,Men by These Presents that the National Guaranty Insurance Company, 7 Burlington Square, 6th Floor, Burlington, Vermont Corporation (the "Corporation"), has constituted and appointed and does hereby constitute and appoint Julie Boucher, Malcolm Cutts-Watson, Susan Domingue and Karen Liebel of Burlington, Vermont each its true and lawful Attorney-in-Fact to execute under such designation in its name and to affix its corporate seal to deliver for and on its behalf as surety thereon or otherwise, bonds of any of the following classes, to wit: Surety bonds to the United States of America or any agency thereof, including lease and miscellaneous surety bonds required or permitted under the laws, ordinances or regulations of any State, City, Town, Village, Board or any other body or organization, public or private. Bonds on behalf of contractors in connection with bids, proposals or contracts. The foregoing powers granted by the Corporation shall be subject to and conditional upon the written direction of any officer (or any designee of any such officer) to execute and deliver any such bonds. IN WITNESS WHEREOF, the Corporation has caused these presents to be signed by its Vice President/Underwriting and its Assistant Secretary, and its corporate seal to be hereto affixed this 1st day of October , 19 91 . Witness: NATIONAL GUARANTY INSURANCE COMPANY Donald S. Haufe ~ Vice President/Underwriting PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE COMPANY LETTER A Cc>ntact: M. Pa'~i'..isor,. 312--280--55/-!-0 COMPANY I'.~.SO ........................................ LETTER B 'T"f"ar~spor't:ation insuT'ance Cc:-. INC. COMPANYC LETTER COMPANY D LETTER COMPANY E LETTER -WASTE MANAGEMENT OF ORLANDO, P.O. Box 568887 3419 Vineland Road Orlando, FL 32811 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. BUA600160558 :i. TYPE OF INSURANCE POLICY NUMBER i ...... COMMERCIAL GENERAL LIABILITY ~;Z.~ [,. () O O ,t.. 6 0 E; E~8~'[ OWNER'S & CONTRAC~OR'S PROT. PI:;: C)D / C C)M P {) PER AT i C)N S CONTRACTUAL- ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY EXCESS LIABILITY POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS DATE (MM/DD/YY) DATE (MMIDDIYY) ............ GENERAL AGGREGATE $ :[/O:[/cp<) :[/0!/(~2 PRODUCTS-COM~}OPSAGG~EGA'I:~:$ PERSONAL & ADVERTISING ~NJUnY S EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ '!IO'L/90 1101192 MEDICAL EXPENSE (Any one person) $ COMBINED SINGLE $ 5 ~ O LIMIT BODILY N JURY $ (Per person) BODILY INJURY $ (Per accident) PROPERTY $ DAMAGE EACH OCCURRENCE $ AGGREGAi'E :t. I0:1./90 OTHER THAN UMBRELLA FC RM WORKER'S COMPENSATION ~,jC'-: z.[ f.'.~ O :[ ~)O 5i~ _E.;'.Tc~} AND EMPLOYERS' LIABILITY OTHER STATUTORY :i. / 0,1. ' c,, ':.-- / .*' ~'L.. $ :[ ,- () () <) (EACH ACCIDENT) $ 5 p 0 0 O (DISEASE--POLICY LIMIT; ~ $ ."{. ~ 0 O '/..) (DISEASE--EACH EMPLOYEE)! DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS All operations and equipment of the insured. pERTIFICATE:HOLDER: ~0:i~L~():~:!~: ::: ~, ::, ~:::' :1 ~ ;: 'CANCELLATION :::: :!~: CITY OF SANFORD, FLORIDA P.O. Box 1788 Sanford, FL 32772 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 90 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ~~J~P~ATI~r 1:89 Sanford, Public Works Department P.O. Box 1788--32772-1788 (407) 330-5680, FAX (407) 330-5666 September 25, 1991 Dale E. Bilthouse General Manager Waste Management of Orlando P.O. Box 568887 Orlando, Florida 32856-8887 Dear Mr. Bilthouse, Enclosed please find the Franchise Agreement form fOr'waste Management of Orlando to become a Franchised Collector of commercial waste inthe City of Sanford for the period from October 1, 1991 through September 30, 1992. The Franchise Agreement contains Exhibit 1 which is a list of Waste Management's commercial accounts that are active within the City of Sanford. This list is a compilation of the list that was submitted with the application for franchise agreement. Please sign and notarize the fo~-m'and return to the City by October 3, 1991. Please contact me at (407)-330-5680 or.Frank Kilgore at (407)- 330-5679 for any information you may need about this subject. Thank you in advance for your cooperation. RGH/ks Sincerely, Robert G. Herman Public Works Director "The Friendly City"