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739-FL Recycling-Amendment 2 SOLID Wr'TE COLLECTION A~n DISPOSAL~'qREEMENT ~,~ r~; - ~ ? THIS AGREEMENT made and entered into this the 'J~day of December, 1998, by and between the CITY OF SANFORD, 300 North Park Avenue (c/o Post Office Box 1788), Sanford, Florida, a Florida municipal corporation, hereinaf~er referred to as the "CITY", and Florida Recycling Services Incorporated, 204 North Park Avenue, Sanford, Florida 32771, a Florida Corporation, hereinaRer referred to as the "CONTRACTOR". WITNESSETH: WHEREAS, it is the intent of the City of Sanford to grant exclusive rights to the CONTRACTOR for the collection and removal of residential and commercial solid waste and recycling generated by customers within the CITY; and WHEREAS, the CITY is duly authorized to grant an exclusive franchise for the collection and disposal of solid waste within the City of Sanford, Florida; and WHEREAS, said CONTRACTOR agrees to provide service and charge rates to customers within the CITY as specified and required herein; and WHEREAS, said CONTRACTOR agrees to pay the Franchise Fees as specified and required herein and as may be specified by Ordinance or Resuluf~on, 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 exclusive rights for the collection and disposal of said solid waste to the CONTRACTOR is in the best interest of the public. NOW THEREFORE, in consideration of the mutual covenants, agreements, and considerations contained herein and in the CONTRACTOR's proposal documents attached hereto, the CITY and the CONTRACTOR intending to be legally bound, hereby agree as follows: SECTION 1 - DEFINITIONS: Forthe purpose of this Agreement the following terms, phrases, words and their derivation shall have the meaning given herein. For the purpose of this Agreement other terms, phrases, words and their derivations that are not defined herein shall have the meaning given within the Sanford City Code, Chapter 11, however, in event of conflicting definitions, the definition herein shall control. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. A. CITY means the City of Sanford, a Florida municipal corporation, acting through the City Manager, the Public Works Director, or other official designated by the City Manager. B. Commercial solid waste means all solid waste originating from a non-residential use. C. CONTRACTOR means the individual, firm or corporation who or which agrees to perform the work or services as set forth in this Agreement. D. Customer means any person, finn or public or private corporation served by the CONTRACTOR within the corporate limits of the CITY. E. Director means the Public Works Director, or his desiguee, of the CITY. F. Excluded waste means any materials that are prohibited from being disposed of at the Seminole County landfill, or by law. G. Franchise fee means the amount of money which the CONTRACTOR shall be obligated to pay to the CITY for exclusive contract rights as defined herein. H. Garbage means putrescible animal and vegetable wastes resulting from the handling, preparation SOLID W/P~VE COLLECTION AND DISPOSAI/'qREEMENT and cooking of food. I. Garbage container or can means a container made of metal or other satisfactory materials approved by the director or the CONTRACTOR, and of not more than thirty-five (35) gallon capacity. J. Industrial waste means building material waste resulting from erecting, removing, repairing or razing buildings; or other trash material originating in a business or industrial establishment not intended for use or sale. "Industrial waste" shall not, however, include small accumulations of lumber and lumber scrap resulting from minor carpentry work or building repairs personally done by the owner of the lot or lots on which the accumulation is placed. K. Living unit means the place where one family permanently resides, such as a house. L. Mechanical container means astructure made ofmetal, or other satisfactory materials approved by the Director, and capable of holding solid waste in cubic yard multiples. M. Newspaper means any periodical, usually published daily or weekly, printed on "newsprint." "Newspaper" shall be deemed to include the normal percentage of rotogravure and colored sections inserted in the newspaper, but shall not be deemed to include magazines, telephone books, or other paper products not printed on "newsprint." N. Other collectors means persons other than the CITY or the CONTRACTOK who engage in the collecting, transporting or disposing of garbage, refuse or other trash. O. Performance Bond shall mean a performance bond issued by a surety insurer authorized to do business in Florida as surety; cash; a money order; a certified check; a cashier's check; an irrevocable letter of credit; or a surety of a type listed in Part II of Chapter 625, Florida Statutes, as a guarantee that the CONTRACTOR will perform the services in accordance with the terms of this Agreement and will pay all lawful claims. P. Plastic container means any plastic container used in the food, beverage and household product market. Plastic container shall be deemed to include both "PETE" (polyethylene terephthalate, e.g., carbonated beverage containers) and "HDPE #2" (high density polyethylene, e.g.,milk containers). Q. Kecovered Material means metal, paper, glass, plastic, textile, or rubber materials that have known recycling potential, can be feasibly recycled, and have been diverted and source separated or have been removed from the solid waste stream for sale, use or reuse as raw materials, whether or not the materials require subsequent processing or separation from each other, but does not include materials destined for any use that constitutes disposal. Recovered materials as described above are not solid waste. R. Recycling container means any container purchased and distributed by or on behalf of the CITY to CITY residents for the intended use as a receptacle ofrecyclable items. S. Refuse means all putrescible and non-putrescible solid wastes (except body wastes), consisting of both combustible and noncombustible wastes, such as paper, cardboard, yard dippings, leaves, wood, tin cans, glass, crockery and similar materials, or discarded materials of whatsoever kind, which tend to decay or putrefy. T. Kesidential multiple dwelling means the place where more than one family or immediate living entity permanently resides, such as apartment complexes, condominiums, duplexes, triplexes. U. Solid Waste means garbage, rubbish, refuse, special waste, or other discarded material, including solid, liquid, semisolid, or contained gaseous material resulting from domestic, industrial, commercial, mining, agriculture, or governmental operations. Recovered materials as defined herein are not solid waste. V. "Surety" shall mean a party who is bound with and for the CONTRACTOR to insure the payment of all lawful debts pertaining to and for the acceptable performance of this Agreement. W. Yard trash means vegetative matter resulting from landscaping maintenance and land clearing operations. Page 2 of 20 SOLID Wf'TE COLLECTION AND DISPOSAI/'GREEMENT X. "White goods" includes inoperative and discarded refrigerators, ranges, water heaters, freezers, and other similar domestic and commercial large appliances. Y. Roll-off shall mean a large commercial solid waste container, normally 10 cubic yards or larger, for the collection of solid waste. Z. 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. SECTION 2 - SCOPE OF CONTRACTOR'S WORK: A. Single Family Residential Senrice, Mandatory by City Ordinance: 1. The CONTRACTOR shall collect all residential solid waste in unlimited quantity and placed for collection in accordance with the City's Code of Ordinances, no less than two (2) times per week, with collections at least three (3) days apart on the same days each week. 2. The CONTRACTOR shall collect all bagged, bundled or canned residential yard waste in unlimited quantity and placed for collection in accordance with the City's Code of Ordinances, once each week on the same day each week. 3. White goods (including household furniture and appliances) shall be removed by the next collection day. There shall be no charge to the customer for the collection of such items. Bulk material collection, (including yard waste that is not practical to bag or bundle and other acceptable homeowner generated materials), shall be collected as a special pick-up on request. Residential customers are limited to four (4) flee special pick-ups per calendar year, special pick-ups in excess of four (4) per calendar year shall be billed in increments of four (4) cubic yards at the rate per four (4) cubic yards as stated in the CONTRACTOK' s proposal attached hereto. Free bulk material service applies only to residential service, commercial special pick- up service shall be charged at the rates set for additional bulk collection service as shown in the CONTRACTOR' s proposal attached hereto. 4. All residential collection shall occur on Monday through Friday between the hours ofT:00 a.m. and 7:00 p.m., inclusive. All exceptions to the hours of collection must be approved in writing by the Director prior to 5:00 p.m. of the day collection times will exceed normal hours. 5. The CONTRACTOR shall make collections with a minimum of noise and disturbance to the residents. Garbage receptacles shall be handled carefully by the CONTRACTOR and shall be thoroughly emptied and left in an inverted position where they are found. Refuse may be transferred from the residents' containers into tubs, cans, hampers or other containers used by the CONTRACTOR in carrying refuse to collection trucks. This work shall be done in a sanitary manner. Any spilled garbage or trash shall be picked up immediately by the CONTRACTOK. 6. The CONTRACTOK shall collect and dispose ofautomobile tires and automotive batteries from residential customers, at no additional charge, in accordance with State and Federal disposal requirements; provided however, that the CONTRACTOR may impose an addif~onal charge, with prior approval of the Director and prior notice to the customer, if the following annual maximums are exceeded by any residential customer: eight (8) automobile ftres; two (2) automotive batteries. 7. Mobile Home Parks permitted to have individual pickups shall be served as residences and billed on a per unit basis in accordance with the City's Code of Ordinances. B. Kesidential Multiple Dwellings, Mandatory by City Ordinance: 1. Residential Multiple Dwellings using garbage cans, bags, or containers similar to those for residential service shall, regardless of occupancy, be billed on a per r~ving unit basis and the service provided for such units shall be the same as required for single family residential service as specified herein. Page 3 of 20 SOLID W~"~E COLLECTION AND DISPOSAL ~REEMENT 2. Residential Muhiple Dwellings that use mechanically emptied containers shall be billed on the same commercial per cubic yard per pickup basis as for other commercial customers. C. Residential Recycling Service, Mandato.ry by City Ordinance: 1. The residential recycling service to be performed under this Agreement by the CONTRACTOR shall be in accordance with the terms and conditions set forth in this Agreement. In the event of any conflict between this Agreement and any other Exhibit, the terms of this Agreement shall prevail. 2. For all residential service customers, the CONTRACTOR shall operate and maintain a recycling program in accordance with the CITY's Solid Waste Ord'mance, as amended from time to time. The CONTRACTOR shall, at a minimum, collect and recycle materials consisting of at least newspaper, plastic, aluminum cans, steel cans and three color glass placed for collection in a designated bin. Recycling bins, as needed for new customers and as replacements for existing customers, shall be provided by the CONTRACTOR and shall match the CITY's existing bins, which shall remain in service. Upon termination of this agreement, all bins shall remain with the current customer. The CONTRACTOR shall collect all recyclable materials uniimited as to quantity at least once a week, on the same day each week, and the fee to be charged for such service shall be included in the rate for residential solid waste service. The CONTRACTOR shall remit to the CITY a report documenting the quantity of and the proceeds from the sale of all recycled materials collected from residential service customers. 3. The CONTRACTOR shall fully cooperate with the CITY in all recycling projects, shall make every effort to encourage residential and commercial recycling, and shall comply with State of Florida Solid Waste and resource recovery mandates for the State of Florida. The CONTRACTOR shall annually expend a minimum of five thousand, ($5,000), for the development and distribution ofprornotional advertisements, literature, brochures, ~yers, or other forms of communication as may be approved by the CITY, devoted solely to promote recycling by the customers served by this agreement. D. Commercial Service, Mandatory by City Ordinance: 1. Commercial service customers shall be defined to include, but not be limited to, office buildings, stores, filling stations, lodges, motels, laundries, hotels, all public buildings, food services, lodging establishments, sendee establishments, light industry, schools, churches, clubs, hospitals, nursing homes and apartments ~ condominiums - mobile home parks using mechanically empfled contalnerized collection. 2. The CONTRACTOR shall provide commercial service options that include basic hand load curbside service, or mechanical container service. Basic curbside service shall be provided in the same manner as prescribed in Section 2 (A) of this Agreement for residential customers. Mechanical container service shall provide the option of two, three, four, six or eight cubic yard containers that are emptied by mechanical means. The choice of sendee option and the frequency of collection (for mechanical container service) shall be a negotiated agreement between the customer and the CONTRACTOR, however, all sendee options and frequencies shall be sufficient to meet the minimum bona fide solid waste requirements of the customer and sufficient to protect the health and welfare of the CITY. No customer agreement shall be for a term extending beyond the term of this agreement and all customer agreements shall terminate with the expiration or termination, whichever occurs first, of this agreement and all remaining service rights, if any, shall revert to the CITY. The CITY reserves the right to revise the service option and/or frequency of collection for an individual customer if required to protect the public health or to eliminate a public nuisance. 3. All commercial service customers shall separate yard trash from other solid waste. The manner and frequency of collection of yard trash shall be negotiated between the customer Page 4 of 20 SOLID W~"WE COLLECTION AND DISPOSAL/'QREEMENT and the CONTRACTOR at the rates set for additional bulk collection service as stated in the CONTRACTOR' s proposal attached hereto. 4, For commercial service customers, the CONTRACTOR shall develop and implement a program to recycle materials with separation of at least newspaper, plastic, cans, three color glass and cardboard into separate sections of the collection vehicle. The price, manner and frequency of collection shall be negotiated between the customer and the CONTRACTOR; however, the price for recyclable materials collection shall not exceed the price charged for solid waste collection as established in the CONTRACTOR's proposal attached hereto. For commercial recycling customers who are currently serviced by the CITY, the CONTRACTOR shall charge no more than the CITY's current price, ten dollars ($10.00) per month for each cubic yard collected per week, for at least one year after the effective date of this agreement. Recycling materials shall be collected from commercial customers at least once a week. 5. All solid waste generated by commercial service customers shall be collected by the CONTRACTOR, except for excluded materials as defined in Section I of this Agreement. 6. It is the duty of the commercial service customers to accumulate solid waste in locations mutually agreed upon by the commercial service customer and the CONTRACTOR, and which are convenient for collection by the CONTRACTOR. Where mutual agreement is not reached, the Director shall designate the location consistent with the ordinances and requirements of the City of Sanford. 7. The CONTRACTOR shall make collections with as little disturbance as possible to business and commercial establishments and neighboring residential areas. Commercial service shall be limited to the hours of 5:00 a.m. to 8:00 p.m., collection hours for residential commercial service and locations that abut residential areas shall be serviced between the hours of 7:00 a.m. and 8:00 p.m. Hours of operation and changes to schedules must be approved by the Director of Public Works in writing at least one week in advance except for emergency situations which shall be reported on the next business day. This work shall be done in a sanitmy manner and any refuse spilled by the collector shall be picked up immediately by the CONTRACTOR's employees. The CITY reserves the right to adjust the time of service for individual customers to protect the public health or el'n'nlnate public nuisances. 8. Commercial service customers shall use only the foliowing types of containers: a. Open Top and Compactor roll-off containers provided by the customer or CONTRACTOR; b. Cubic yard mechanical containers provided and owned by the CONTRACTOR, c. Cubic yard mechanical containers previously provided by the CITY and acquired by the CONTRACTOR; d. Garbage container cans provided and owned by the customer. 9. All cubic yard mechanical containers provided after the effective date of this Agreement shall be provided by, owned by, and maintained by the CONTRACTOR. Additionally, the CONTRACTOR shall maintain all containers previously provided by the CITY regardless of ownership, except that the repair of any cubic yard container owned by a commercial customer and damaged by any third party (other than the CITY or the CONTRACTOR), or by any act of nature, shall be the responsibility of the commercial service customer. 10. All containers utilized by commercial service customers shall be cleaned at least annually, or more frequently if required by the CITY in writing, to protect the public health, safety and welfare. In addition, non-aluminum or non-galvanized containers utilized by commercial service customers shall be painted at least annually, or more frequently if required by the CITY, in writing, to protect the general welfare or aesthetics of the City of Sanford. The CONTRACTOR and the CITY shall mutually agree on the replacement schedule for Page 5 of 20 SOLID W,F"'~E COLLECTION AND DISPOSAL?~REEMENT containers. 11. The CONTRACTOR shall collect and dispose of automobile tires and batteries from all commercial service customer using the same terms, requirements and limits for residential customers as specified in Section 2, A, 6 above. The CONTRACTOR shall collect and dispose of all tires from CITY facilities at no cost to the CITY. E. Roll-offand Compactor Service 1. The CONTRACTOR shall provide all collection services of commercial waste requiting roll-off and/or compactor containers from and within the City of Sanford, Florida, to customers under the terms and conditions set forth herein upon expiration of the existing Contractor' s contract on December 31,2001 - Please note: no roll-off and compactor service will be provided under this contract until after this expiration date. Until such expiration, the CONTRACTOR shall not enter into any service agreements within the CITY that replace existing roll-off/compactor dumpster service. 2. The frequency, type and nature of the collection service of roB-off/compactor collected commercial waste shall be as established individually between the person controlling the real prope~y and the CONTRACTOR. The CONTRACTOR shall comply with all applicable local, state and federal laws, codes, ordinances, resolutions, roles and regulations. 3. The CONTRACTOR shall provide all labor, materials, equipment, tools, machine~, facilities, supervision, skills, and other services to provide roll-off/compactor services, and 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. 4. The CONTRACTOR shall be responsible for the billing, collection, and incidental costs of fulfilling the contract agreements with parties being serviced. The CONTRACTOR shall submit a franchise fee to the CITY of 15% of total invoiced billing for all roll-off/compactor 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. 5. The CONTRACTOR shall charge rates for roll-off and roll-off compactor collection services as indicated on the proposal documents provided by the CONTRACTOR 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. 6. The CONTRACTOR shall not provide service to any account until the CONTRACTOR has notified the CITY's Solid Waste Division and the CONTRACTOR 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 mall or by telefax to (407) 330-5601. F. Service to City Facilities The CONTRACTOR shall provide hand load collection service for all public containers located at CITY buildings, parks, bus stops, street containers, property owned, leased, rented and controlled by the City of Sanford and along the public rights-of-way within the corporate limits of the CITY at no cost to the CITY. Additionally, the CONTRACTOR shall provide full collection and disposal service, by commercial mechanical containers - hand load commercial - normal residential hand load service as requested, to all CITY facilities, as requested, at no cost to the CITY. A list of the location of and requirement for such service is attached hereto as Appendix A, however, the CITY expressly reserves the right to add locations to or delete them from, the list at any time, solely at the discretion of the Director and the CONTRACTOR agrees to provide service as requested. G. Exclusive Rights The CITY grants to the CONTRACTOR the exclusive right and obligation to provide all residential Page 6 of 20 SOLID W?"'TE COLLECTION AND DISPOSAI/"""C. REEMENT and commercial solid waste and residential recycling collection and disposal services within the City of Sanford, with the following exceptions: 1. When such exclusive rights conflict with applicable Federal, State of Florida or Local laws, statutes, regulations or ordinances which preclude such exclusive rights such as, but not limited to, commercial recycling collection. 2. When such exclusive right interferes with existing private contracts for mechanical container, roll-offand roll-offcompactor sendce that are presently franchised by the CITY. However the CONTRACTOR shall have exclusive right to begin service to all such franchised accounts immediately upon expiration of the existing term or upon abandonment of the contract. 3. The CITY reserves the right to permit other collectors to collect, haul and dispose of refuse in event of a declared emergency requiting emergency services. H. CONTRACTOR' s Proposal Documents Shall be Part of this Agreement The terms, instructions, specifications and descriptions contained within the proposal documents submitted by the CONTRACTOR and attached hereto are expressly understood to be a part of this Agreement and all terms, instructions, specifications and descriptions contained therein shall be binding on the CONTRACTOR, as appropriate. In the event of conflict between the terms, instructions, specifications and descriptions contained in said proposal and this agreement, the term contained within this agreement shall control. I. Miscellaneous 1. The CONTRACTOK shall be responsible forthe collection and proper disposal of all used tires improperly deposited on CITY rights-of-way, including those collected by the CITY and stored at the Public Works Operations Complex, at no cost to the CITY. 2. In the event of a storm, the CONTRACTOK shall inform the customers of any change in schedule. In the event of a hurricane, freeze, or similar Act of God, from which results significant increase in refuse requiting the CONTRACTOK and the CITY to obtain additional equipment and hire additional crews in order to collect end dispose of such debris, the CONTRACTOK shall fully cooperate with the CITY in such endeavor. Provided the CONTRACTOR has obtained prior written authorization therefor from the Director, the CONTRACTOR shall be reimbursed by the CITY for the actual cost to the CONTRACTOK of such additional labor and equipment provided by the CONTRACTOF-. The CITY specifically reserves the right to contract for such removal with other haulers at the sole discretion of the CITY. 3. The CONTRACTOR shall provide adequate containers, as determined by the Director, and solid waste collection and disposal for up to twelve (12) special events sponsored or conducted by the CITY in each calendar year, at no cost to the CITY. For any additional special events, the parties shall negotiate in advance the cost of solid waste collection and disposal, which shall not exceed the cost to other commercial service customers in the CITY. 4. The CONTRACTOR shall continue operation of the CITY's low income assistance program, which provides flee service to qualifying citizens (currently about 75 residents), in accordance with the requirements stipulated in Chapter 11-12.3, Sanford City Code. The CITY shall operate the application and approval process for this program in accordance with CITY Code and shall provide the CONTRACTOR-with a list of appruved customers, provided however, that the CONTRACTOK shall have the right to review and verify information submitted by applicants. The CONTRACTOR further has the right to require updated information from customers receiving such assistance from time to time, however, such updates shall occur no more frequently than once per year. SECTION 3 - STORAGE, OFFICE FACILITIES AND EMPLOYEES: The CONTRACTOR shall establish and maintain an office within ten (10) miles of the corporate Page 7 of 20 SOLID W,?%FE COLLECTION AND DISPOSAt.~C, REEMENT limits of the CITY. This office shall: 1. Be equipped with sufficient telephones, winch allow toll flee dialing from the City of Sanford, to receive and handle complaints in accordance with Section 7 of this Agreement, 2. Have a responsible person in charge during collection hours, 3. Be open, at a minimum, during normal City of Sanford business hours, Monday through Friday, 7:00 A.M. to 5:00 P.M., 4. Provide an answering service phone for after business hours service and an emergency contact phone number for after hours problems. The CONTRACTOR shall employ current CITY Solid Waste employees in its organization so long as each respective employee continues to be qualified for such employment; with each qualified CITY employee being offered employment that is similar in pay and benefit rates, responsibilities, and duties as he/she currently has with forthe CITY. Further, all existing CITY employees shall be given a reasonable opportunity for continued employment during the term of this agreement, recognizing the CONTRACTOR's right to enforce organization personnel policies and structure its operation to offer the best service at minimum cost to the citizens of Sanford. SECTION 4 - SCHEDULES AND ROUTES: A. In General 1. The CONTRACTOR shall provide service in compliance with the terms and conditions contained in this agreement and in its proposal documents. The CONTRACTOR shall provide specific written routes, schedules and customer lists for service witinn the CITY prior to commencing work under this agreement and shall keep them current throughout the term of this agreement. The CITY will provide the CONTRACTOR with information on existing routes, schedules and customer lists to assist the CONTRACTOR in development of its own routes, schedules and customer lists, the CITY in no way warrants or guarantees the accuracy or completeness of the information provided. 2. The CITY reserves the right to deny the CONTRACTOR's vehicles access to certain streets, alleys and public ways, inside the CITY or outside the CITY in route to the disposal facilities, where it is in the best interest of the general public to do so, due to conditions of streets or alleys. The CONTRACTOR shall use its best efforts to not interrupt the regular schedule and quality of service because of such street closures. If regular service cannot be restored within forty-eight (48) hours, the CONTRACTOR shall develop, submit, and perform an alternate schedule - subject to review and approval of the CITY 3. The CONTRACTOR is aware that, at various times during the year, the quantity of refuse to be disposed of is materially increased by fluctuations in the mount materials offered for collection. The CONTRACTOR agrees to assume a reasonable mount of any increase while maintaining normal route and schedules. In the event of a natural disaster the CONTRACTOR shall request in writing to the Director for assistance. 4. Customers under tins Agreement shall be notified by the CONTRACTOR of the schedules provided with it's proposal. Any and all route and/or schedule changes shall be approved in advance by the CITY. Written notices of changes in schedules shall be furnished to the customers by the CONTRACTOR, at least ten (10) days prior to implementation of any such change in routes or schedules. B. Holidays On those days when the Seminole County Landfill and Transfer sites are closed in commemoration of a holiday, the CONTRACTOR may observe the same holiday. If the CONTRACTOR chooses to observe the holiday, at least two (2) weeks prior to said holiday, the CONTRACTOR shall notify the customers of the holiday schedule. The CONTRACTOR shall hg~ s or2o SOLID WF"'~E COLLECTION AND DISPOSAL/'~REEMENT provide seTvice on all other scheduled days. SECTION 5 - TERM OF AGREEMENT - COMMENCEMENT OF WORK: The term of this Agreement shall be for a five (5) year period, which shall commence on January 4, 1999 and shall terminate on January 2, 2004 unless terminated or breached at an earlier date. Failure to commence work as stated will result in forfeiture of the payment and performance bonds. SECTION 6 - CONTRACTOR'S RELATION TO THE CITY: A. CONTRACTOR As Independent Contractor It is hereby understood and agreed to by the parties that the CONTRACTOR shall be deemed to be an independent contractor notwithstanding that the CITY shall provide direction regarding the CONTRACTOR's performance and neither the CONTRACTOR nor any of it's officers, agents or employees shall attain any rights or benefits under the civil service or pension ordinances of the City of Sanford, or any rights generally afforded to classified or unclassified employees of the CITY. Nothing contained in this subsection shall be deemed to affect vested rights, if any, of CITY employees hired by the CONTRACTOR. B. Assignment And Changes in Ownership 1. Neither this Agreement, nor any poxlion thereof; shah be assigned except with the prior written consent of the CITY Commission, which may be withheld for any reason. No such consent will be construed as making the CITY a party ofor to such transfer or assignment, or subjecting the CITY to liability of any kind to any subcontractor. 2. The foregoing notwithstanding, in the event of any strike, lockout, labor trouble or dispute involving the CONTRACTOR and it's employees, the responsibilities and obligations of the CONTRACTOK under this Agreement shall continue. In such event, the CITY agrees to cooperate with the CONTRACTOR in any temporary assignment or subcontract necessary to continue to provide the services required by this Agreement. 3. Any transfer of more than 25% of the ownership of the CONTRACTOR to any individual or entity not under the control of the CONTRACTOR, or its principals shall be treated as a transfer of this Agreement. Such a transfer will require a written request for change in assignment, which must be approved by the City Commission of the City of Sanford. 4. No assignment or subcontract shall, under any circumstances, relieve the CONTRACTOR of the liabilities and obligations under this Agreement, and in case of an assignment, the CITY shall deal through the CONTRACTOR and any subcontractors shall be considered employees of the CONTRACTOK and as such, subject to the same requirements as to character and competence as the CONTRACTOR's other employees. C. Supervision of Contract Performance The CONTRACTOR's performance of this Agreement shall be supervised by the Director and the CONTRACTOK shall be notified in writing by the Director. If at any time during the term of the Agreement performance satisfactory to the Director shall not have been made, the CONTRACTOR, upon notification by the Director, shall within three days increase the force, tools and equipment as needed to properly perform this Agreement. The failure of the Director to give such notification shall not relieve the CONTRACTOR of the obligation to perform the work at the time and in the manner specified by this Agreement. D. Director To Be Arbitrator To prevent misunderstanding and any litigation, the Director shall decide any and all questions which may arise concerning the quality and acceptability of the work and services performed, the sufficiency of performance, the interpretation of the provisions of the Agreement, and the acceptable fulfillment of the Agreement on the part of the CONTRACTOK. The Director will determine whether or not the amount, quantity, character, and quality of the work performed is Page 9 of 20 SOLID W/w~TE COLLECTION AND DISPOS~REEMENT satisfactory, which determination shall be final, conclusive and binding upon both the CITY and the CONTRACTOR. The Director shall make such explanation as may be necessary to complete, explain, or make definite the provisions of this Agreement, and his findings and conclusions shall be final and binding upon both parties. The foregoing, however, shall not be considered, or act as a waiver of, the CONTRACTOR's right to appeal any final decision of the Director to the City Manager, the CITY Commission, or court of competent jurisdiction. E. Inspection Of Work The CONTRACTOR shall provide the Director with every reasonable opportunity to ascertain whether or not the work, as performed, is in accordance with the requirements of this Agreement. The CONTRACTOR shall designate, in writing a person to senre as liaison between the CONTRACTOR and the CITY. The Director may appoint qualified persons to inspect the CONTRACTOR's operation and equipment at any reasonable time, and the CONTRACTOR shall admit such persons to make such inspections at any reasonable time and place. F. Disagreements - Refuse To Be Collected - How It is recognized that disagreements may arise between the CITY and the CONTRACTOR with regard to the collection of certain items due to interpretation of the specific language in this Agreement. In the event a disagreement arises and refuse needs to be collected and disposed of, the Director shall notify the CONTRACTOR of the location of refuse which has not been collected due to disagreement between the CITY and the CONTRACTOR, and it shall be the duty of the CONTRACTOR to remove or cause to be removed all such refuse within twelve (12) hours of notice. In the event the CONTRACTOR fails to remove the refuse, the CITY shall remove the refuse and bill all costs incurred to the CONTRACTOR. G. Taxes The CONTRACTOR shall pay all Federal, State and Local taxes, to include sales tax, social security, workers' compensation insurance, unemployment insurance, and other required taxes which may be chargeable against labor, material, equipment, real estate and any other items necessary to and in the performance of this contract. H. CITY Not Liable For Delays It is expressly agreed that in no event shall the CITY be liable or responsible to the CONTRACTOR or to any other person on account of any stoppage or delay in the work provided for herein, by injunction or other legal or equitable proceedings brought against the CONTRACTOR, or from or by or on account of any delay from any cause. I. Extension of Contract The initial term of this contract may be extended for one ( 1 ) additional term as stipulated in Section 5 if the CITY notifies the CONTRACTOR in writing not less than 180 days prior to the expiration of the initial term, of the CITY's intention to renew this contract. J. Schedule of Payments For and in consideration of the services to be performed by the CONTRACTOR pursuant to this Agreement, the CITY agrees to make monthly payments, in arrears, for service rendered and all other payments as may apply, by the fifteenth (15th) day of each month, with the first payment to be made 45 days after the commencement of service. For each month, payments shall be calculated by using the following formula and criteria: (((a plus b plus c) divided by 115%) minus d), where: [a] equals: the total actual residential and commercial waste collection/disposal service billed by the CITY for service provided by the CONTRACTOR for the month, (reflecting unit changes or status changes in residential and commercial customers), times the appropriate residential or commercial rate as shown in CONTRACTOR' s attached request for proposal. Page I0 of 20 SOLID Wf"'TE COLLECTION AND DISPOSAL/"ciREEMENT [b] equals: the total actual call-in work and additional bulk collection service documented by the CONTRACTOR and billed by the CITY during the month. [c] equals: any special handling or other applicable charges billed during the month. [d] equals: any applicable liquidated damages or penalties, lease payments, and any other applicable payments as they may occur. K. Billing For Residential And Commercial Accounts 1. The CITY shall bill each residential and applicable commercial service customer for services rendered, in arrears, each month in accordance with the applicable provisions of the CITY's Code of Ordinances and in accordance with the rates, terms and conditions of this agreement and the attached proposal documents. 2. The CITY is currently under exclusive franchise contract for open top and compactor roll off service and containers in excess of 8 cubic yards in size. This contract expires on December 31,2001 and the Director will mediate the exchange of accounts between these services as required to protect the interest of the CITY and the health and welfare of it's citizens. Upon exchange of accounts, the CONTRACTOR shall provide invoicing services for roll-off and compactor services only, no other service provided under this contract shall be invoiced by the CONTRACTOR. L. Service Initiation, Termination Or Change Customers shall initiate, terminate, and change services through the CITY, the CONTRACTOR shall not receive payment for service rendered which has not been initiated through the CITY, nor shall payments be made for customers that have terminated service with the CITY. Notice of service initiation and termination shall be given by the CITY to the CONTRACTOR within two working days of date the customer notifies the CITY. The CONTRACTOR shall notify the CITY of all requests for service that involve additional charges within two working days of such request so the CITY can arrange for the invoicing of said service. M. Rate Increases The CONTRACTOR shall be eligible for rate increases during the term of the contract for the following reasons: 1. Tipping fee increases. Within thirty (30) days of an increase in the disposal charges at the Seminole County landfill or other facility as may be used by the CONTRACTOR, the CONTRACTOR shall notify the CITY of such increase, provide the CITY with the unit rate increase necessary to cover the tipping fee increase, and submit documentation to the CITY detailing the monthly amounts of refuse being transported to the landfill. The CITY reserves the right to deny and/or modify rate increase petitions because of tipping fee increases if more economical disposal sources are available and reserves the right to examine alternate sources of disposal in considering the CONTRACTOR's petition. The CONTRACTOR agrees to seek and use the most economically bane~eial disposal source available. If the CITY determines the CONTRACTOR's chosen landfill facilities rate increase can be off-set in whole or part by using another facility, the CITY reserves the right to consider only the difference between the previous landfill rate and the more economical alternative. Note: Perthe CONTRACTOR's proposal guarantee for the entire initial five (5) year term of this agreement, no request for a tipping fee based rate increase shall be submitted by the CONTRACTOR. 2. The CONTRACTOR may petition the CITY Commission for a rate increase on an annual basis for alleged substantial and unusual increases in the cost of doing bus'mess resulting t~om new or revised laws, ordinances or regulations. Any such petition shall be accompanied by an analysis, prepared by an independent Certified Public Accountant (or other financial advisor acceptable to the CITY) and cert'tfied as to accuracy and compliance with GAAP, of the pre- tax, cash on cash impact of the alleged substantial and unusual increase in the cost of doing business, and its proportional impact on the CONTRACTOR's cost of doing business in the Page 11 of 20 SOLID W~"~TE COLLECTION AND DISPOSAI~"GREEMENT CITY. The analysis shall be accompanied by not less than six month's actual financial data of the business. 3. Franchise Fee adjustment. The CITY reserves the right to adjust the percentage of the aforesaid franchise fee at any time solely at the discretion of the CITY. The CITY shall adjust the rate at which customers are invoiced to achieve the desired fee increase. N. Operation During Dispute In the event of a dispute between the CONTRACTOR and the CITY, the CONTRACTOR agrees to continue to operate and perform under the terms of this Agreement while such dispute is pending, and further agrees that, in the event a suit is filed for injunction or other relief, it will continue to operate the system until the final adjudication of such suit by the court. O. Character of Workers The direction, supervision and performance of refuse collection and disposal and salvage operations shall be by competent, qualified chemical and substance flee personnel employed by the CONTRACTOR, The CONTRACTOR shall devote sufficient personnel, time and attention to the direction of the operation to assure performance satisfactory to the CITY. All superintendents, foremen, and workers employed by the CONTRACTOR shall be careful and competent. The CONTRACTOR shall also provide uniforms for all of it's employees who meet the public. All employees used by the CONTRACTOR during the term of this Agreement, and any extension thereof, shall meet qualifications that will permit the CONTRACTOR's performance herein to be carried on harmoniously and without delay, and in no event shall such employees cause any disturbance, interference or delay to any work or service rendered to the CITY or by the CITY and in no event shall the employees conduct themselves negligently, disorderly or dishonestly in the due and proper performance of the employees' duties. The CONTRACTOR shall insure that it's employees serve the public in a courteous, helpful and impartial manner. The CONTRACTOR shall furnish the CITY with a current roster of employees every thirty (30) days. CONTRACTOR's employees collecting solid waste shall follow the regular walk for pedestrians while on private property. No employee shall remove or tamper with any property not placed for collection. Care shall be taken to prevent damage to property, including shrubs, flowers and other plants and garbage cans. P. Cooperation of CONTRACTOR Required The CONTRACTOR shall cooperate with all authorized representatives of the CITY in every reasonable manner in order to facilitate the progress of the work contemplated under this Agreement. The CONTRACTOR shall have at all times a competent and English speaking representative available and authorized to receive orders and to act on its behalf. Q. Handling Complaints The CONTRACTOR shall perform a senrice of high quality and shall make every effort to minimize the number of legitimate complaints. All customer complaints shall be directed to the CONTRACTOR. All complaints shall be logged to indicate the name and address of the person complaining, the nature of the complaint, and the disposition of such complaint. All complaints, whether received in person, by mail or by telephone, shall be recorded in writing in duplicate. One (1) copy shall be retained by the CONTRACTOR and one (1) copy shall be promptly forwarded to the CITY. Complaints received before 12:00 noon shall be resolved before 6:00 p.m. on the same day; complaints after 12:00 noon shall be resolved by 12:00 noon on the following day. For each month in which the number of unresolved legitimate complaints reaches fifteen (15) or more, whether for garbage, for yard waste, or for any other cause, the CITY shall be entitled to claim liquidated damages often ($10.00) dollars per unresolved complaint, (i.e. the first 15 times $10.00, plus $10.00 for each additional unresolved complaint that month). Each complaint shall be considered legitimate unless satisfactory evidence to the contrary is furnished to the Director. The decision of the Director shall be final. Page 12 of 20 SOLID W~.~STE COLLECTION AND DISPOSAl, AGREEMENT R. Customer and Operational Information The CONTRACTOR shall provide each residential customer with a condensed version, approved in advance by the CITY, of the rules and regulations for solid waste collection. Said condensed version shall outline the obligations of the customer and the CONTRACTOR, according to terms of this Agreement. The CONTRACTOR shall maintain information adequate to determine the volume of solid waste collected, the volume of solid waste diverted through recycling programs, revenues received from the sale ofrecyclable materials, recycling participation rates, and any other reports and information, regarding the operation of the contract, required by the CITY, County, or State of Florida to meet the requirements of the Solid Waste Management Act and/or to obtain grant funds from the Solid Waste Management Fund. The CONTRACTOR shall provide to the CITY an annual financial statement, prepared in accordance with GAAP, certified by a certified public accountant, and detailing the City of Sanford Agreement as a separate cost center, The CITY shall have the right to have, and the CONTRACTOR agrees to provide, access to perform an independent audit during the CONTRACTOR's normal operating hours. S. Equipment 1. Amount: The CONTRACTOR shall provide sufficient equipment, in proper operating condition, in order to maintain regular schedules and routes of collection. 2. Condition: Equipment shall be maintained in a reasonable, safe, working condition, shall be painted uniformly, with the company name and telephone number printed in letters not less than three (3") inches, on each side of the vehicle, and vehicles shall be numbered with numbers at least three (3') feet (above ground level) on each side of the vehicle to which each number is assigned. No advertising shall be permitted on vehicles other than the standard company logo. The CONTRACTOR shall keep collection vehicles, and containers emptied by mechanical means, in a clean and painted condition in order to present a pleasing appearance. The CONTRACTOR shall adhere to the schedule submitted with the proposal documents showing the frequency of the cleaning and painting of the vehicles. The CONTRACTOR shall submit to the Director for approval, a schedule showing the manner in which the change-out of containers will be accomplished during the term of this Agreement. 3. Operation: Each non-packer trash vehicle shall be equipped with a cover which may be net with mesh not greater than one and one-half(i-i/2") inches, or tarpaulin, or fully enclosed metal top. Such cover shall be kept in good order and used to cover the load going to and from the disposal facility during loading operations, or when parked, if the contents are likely to be scattered if not covered. Vehicles shall not be so overloaded as to scatter refuse; however, if refuse is scattered from the CONTRACTOR's vehicle for any reasons, such refuse shall be picked up irmnediately. Each vehicle shall have a fork and broom for this purpose. The CONTRACTOR's vehicles shall not unduly interfere with vehicular or pedestrian traffic and vehicles shall not be lef~ standing on streets unattended except as made necessary by loading operations, and shall move with the traffic flow. 4. Aesthetic Appearance of Dumpsters: The CONTRACTOK shall permit the property owner or the property owner's agent to paint the exterior of the dumpster for purposes of enhancing the aesthetic appearance provided that such owner or owner's agent has the prior written approval of the Director for such purposes. T. Employees a. Laws: The CONTRACTOR shall comply with all applicable State and Federal laws relating to wages, hours, and all other applicable laws relating to the employment or protection of employees, now or hereafter in effect. b. Federal Minimum Wage: The CONTRACTOR is required and hereby agrees by acceptance of this Agreement to pay all employees not less than the federal minimum wage and to abide by other requirements as established by the Congress of the United States in the Fair Labor Page 13of20 SOLID W~STE COLLECTION AND DISPOS,A~GREEMENT Standards Act as amended and changed from time to time. c. Fringe Benefits: Amounts of vacation leave, sick leave, holiday pay leave, other fringe benefits, shelter and accommodations for workers, and related matters shall be as submitted with the CONTRACTOR's proposal documents. The Director or his designee's written approval shall be secured before any changes are made. Conditions of employment shall be published and conspicuously posted so all employees may be informed. The CONTRACTOR shall furnish reasonable rain gear and safety equipment. d. Employees - In General: No person convicted of a crime, crimes and/or repeated non-criminal violations of traffic laws which demonstrate a propensity to unfaithfully fulfill the duties of his employment such as, but not limited to, larcenies activity aggravated battery, or other violence, those relating to the operation of motor vehicles, and any crime for which civil rights have been removed within two (2) years shall be employed by the CONTRACTOR. e. CITY Employees to be Employed: The number of the CITY's existing solid waste collection employees that shall be employed by the CONTRACTOR with the transfer of service pursuant to this Agreement shall be as submitted with the CONTRACTOR's proposal documents. In the event any CITY employee employed by CONTRACTOR hereto shall become entitled to unemployment insurance benefits payable by and chargeable to the City of Sanford as a result of the CONTRACTOR terminating the employee without cause as determined by the unemployment heating officer, or a court of competent jurisdiction, the CONTRACTOR shall promptly reimburse the CITY for all such benefits paid by the CITY upon submission of an invoice therefor. T. Disposal of Refuse The CITY will not be responsible for disposal fees charged by Seminole County, or other disposal operator, for the CONTRACTOR to use the facility. The CONTRACTOR is responsible for disposing of all collected waste and street sweepings in accordance with State and Federal statutes and/or regulations and agrees to accept all liability for any remedial activities or fines which may arise from the unlawful disposal of waste. The CONTRACTOR shall seek the highest market pdee for all recyclable materials and shall, upon request, document that the materials are offered for and sent to agents for re-use. U. Compliance with Laws & Regulations The CONTRACTOR hereby agrees to abide by all applicable Federal, State, County and CITY laws and regulations including Federal, State, County and CITY laws and regulations relating to hazardous substances. The CONTRACTOR and it's surety shall indemnify and save harmless the CITY, all it's officers, representatives, agents and employees, both elected and appointed, against any claim or liability arising from or based on the violation of any such laws, ordinances, regulations, orders or other decrees, whether by itself, it's employees or it's subcontractors, or which may arise out of or resulting from operations under this Agreement. This clause shall apply not only during the term of this Agreement, but also as to any claim, liability, or damages which are based on the CONTRACTOR's conduct during the term of this Agreement and in the event the CITY is charged with the responsibility, jointly or severally, for the aforementioned conduct as a successor to the CONTRACTOR. The CONTRACTOR, by executing this Agreement, represents that no person who is or who shares in legal or factual control of the affairs and policies of the business entity as a whole is under indictment or has been convicted within the five (5) years immediately prior to the date of this Agreement in a local, State or Federal court for an offense involving moral turpitude arising out of the person's relationship with a governmental agency. This provision shall be interpreted in a manner consistent with Mid-American Waste Systems of Florida, Inc. v. City of Jacksonville. 596 So.2d 1187 (Fla. 1st DCA 1992). If this representation is subsequently determined to be false, this Agreement shall be subject to immediate termination. Page 14of20 ,' " SOLID )K~kSTE COLLECTION AND DISPOS.~'~AGREEMENT The CITY has a Low Income Assistance program that provides free service for citizens that meet the requirements as stipulated in CITY Ordinance. The CONTRACTOR shall operate this program and approval process to provide free service to qualifying citizens. The CONTRACTOR may be required to prepare full cost accounting under the provisions of Florida Adn'dnistrative Code, Rule 177.08, Section 403.704.9 or fumish data to reporting authority as requested by the CITY. V. Insurance The CONTRACTOR shall not commence work under this agreement until obtaining all insurance required under this Agreement and such insurance coverage has been approved by the Director, nor shall the CONTRACTOR allow any subcontractor to commence work on subcontracts until similar insurance of the subcontractor has been obtained and approve& The CONTRACTOR 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 destraction of tangible property including loss of use resulting therefrom any or all of which may arise out of or result from the CONTRACTOR'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. Prior to commencement of work, the CONTRACTOR will file with the CITY certificates ofsuch 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. The CONTRACTOR agrees that failure to maintain the required insurance will result in termination of this agreement. MINIMUM INSURANCE REOUIRED:. A. General: Before starting and until completion of the term of the Agreement, the CONTRACTOR shall procure and maintain insurance of the types and to the limits specified in Paragraphs B ( 1 ) through (3) inclusive below. All policies shall be of the "Occurrence" type, "Claims Made" type policies shall not be accepted. 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 CITY 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. ~fnnimum 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 Operation, c. Independent Contractors, d. Additional Insured - The CITY is to be specifically named as additional insured, and e. Notice of Cancellation and/or Restriction. The policy must be endorsed to provide the Pag~ 15of20 .. "- SOLID ~STE COLLECTION AND DISPOSA~-~xGREEMENT 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 restricted than the latest edition of the Comprehensive Automobile Liability Policy filed by the Insurance Services Office and must include:. a. Minimum limit of $I,000,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability on b. Owned Vehicles, c. Hired and Non-Ownership, and 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 (B) (1) through (3) inclusive, and certified copies of the bond as required shall be 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 proposal 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 proposal. 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 initialed by the Agent of the Insurer:. "Cancellation - Should any of the above described policies be canoeled 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. ". SECTION 7 - INDEMNIFICATION The CONTRACTOR shall indemnify and hold harmless the City of Sanford and it's agents, officers and employees, both elected and appointed, from and against all claims, damages, losses and expenses, including but not limited to attomeys' fees and judgements, arising out of or resulting from the work provided that the claim, damage, loss and expense is caused in whole or in part by any act or omission, negligent or otherwise of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any one of them or anyone for whose acts any of them may be liable, regardless or whether or not it is caused in part by a party indemnified hereunder. It is expressly understood and agreed that CONTRACTOR is in all respects an independent CONTRACTOR as to all work to be performed hereunder, notwithstanding that directions with regard to CONTRACTOR performance thereunder may be issued from time to time by the CITY, its employees and/or its agents. CONTRACTOR shall pay any attorney's fees and costs incurred by the CITY plus any judgement which may be obtained against the CITY in any administrative or judicial proceedings, either alone or jointly with CONTRACTOR, its agents or employees, for injury or damages to persons or parties by reason of CONTRACTOR performance or nonperformance of its obligations under this Agreement; provided, however, that if the CITY alone is sued for such injury or damage, written notice shall be given to CONTRACTOR to appear and defend such action on the CITY's behal~ CONTRACTOR shall hold the CITY harmless against any damages, attomey's fees and/or any costs incurred by the CITY as a result of the CITY's award to CONTRACTOR of the franchise set forth in this Agreement and any challenges thereto. In the event of litigation between Pag~ 16 of 20 SOLID Y~"~,STE COLLECTION AND DISPOS/"~AGREEMENT CONTRACTOR and the CITY arising out of or relating the enforcement or interpretation of the Agreement, the preva~ing party shall be entitled to recover all of its costs and attorney's fees at the trial and all appellate levels from the other party. SECTION 8 - LIQUIDATED DAMAGES In the event the CONTRACTOR falls to perform in accordance with the provisions of this Agreement, the CITY shall withhold from any money due the CONTRACTOR, not as a penalty but as liquidated damages for such breach of contract, the following amounts for the following failures:. A. Unresolved legitimate complaints fifteen (15) or more per month; $10.00 each for the first 15 and $10.00 for each additional occurrence that month. B. Failure of CONrlt~CTOR to handle garbage containers carefully, thoroughly empty and replace as specified; $3.00 each occurrence. C. Failure to clean up spillage from vehicles or after having emptied containers, whether on private or public property, streets, alleys, etc., $100.00 each occurrence. D. Failure to clean vehicles; $25.00 each vehicle. E. Failure to keep vehicles closed or covered; $100,00 each vehicle. F. Loaded vehicles lef~ standing on street unnecessarily; $25.00 each vehicle. G. Failure to maintain schedules as required of the Agreement or in accordance with written notice to the public and to the CITY; $250.00 per violation of route schedule. H. Failure to drive in proper direction; $15.00 each occurrence. I. Failure to keep dumpster in proper condition; $15.00 for each month past notification. K. Failure to provide required reports; $15.00 per day per report. The amount will be doubled every 5 days the report is not provided. SECTION 9 - AMENDMENTS: The CITY shall have the right to amend this Agreement from time to time as necessary to comply with Federal, State and Local laws and regulations, as amended from time to rune. Such amendments shall take effect within thirty (30) days of the CONTRACTOR's receipt of the written amended Agreement. Amendments which are consistent with the purposes of this Agreement may be made with the mutual written consent of the parties and in accordance with the CITY Charter and other applicable laws and ordinances. SECTION 10 - NOTICE: Notice, for purposes of the CONTRACTOR, as called for under this Agreement, shall be forwarded to: Sid Vihlen Jr. and Joe Briarton, 204 N. Park Avenue, Suite 100, Sanford, Florida :12771 and like notices to Frank Ward Jr., 2401 S. Latin Street, Chicago, Illinois 60608. Notice for purposes of the CITY, as called for under this Agreement, shall be forwarded to: Public Works Director, City of Sanford, Post Office Box 1788, Sanford, Florida 32772-1788. SECTION 11 - FIRST PRIORITY: In the event that CONTRACTOR experiences equipment failure or personnel problems in its overall operation, CONTRACTOR agrees to give first priority in the assignment of equipment and personnel to all routes within the CITY. SECTION 12 - PERFORMANCE REOUIREMENTS: CONI1L~CTOR hereby guarantees performance of all of its obligations hereunder in accordance with Florida law and any CITY ordinances now in effect or hereinafter enacted. CONTRACTOR acknowledges that it is thoroughly fa~iar with Florida law and CITY ordinances and shall abide by their specific terms at all times. P~ ~7 of 2o SOLID ~-~STE COLLECTION AND DISPOS?"~AGREEMENT SECTION 13 - TEKMINATION: In the event the CONTRACTOR defaults in the performance of any obligations to be performed by it hereunder, CITY shall give the CONTRACTOK written notice of each default complained of. In the event the CONTRACTOR fails or refuses to fully cure such default within thirty (30) days from receipt of such notice, then the CITY may, at its option, terminate this contract. In the event of a default described herein, CONTRACTOR shall be liable to the CITY for all damages including but not limited to reasonable attomey's fees and court costs. Repeated failure to perform as required by this Contract or repetitive defauks of similar nature shall be grounds for the CITY to terminate this Contract. SECTION 14 - TIME OF ESSENCE: Time is of the essence concerning the performance of all terms and conditions of this Contract. CONTRACTOR acknowledges that the work to be performed herein and pursuant to the attachments hereto are to be completed in accordance with the terms and conditions set forth in the Kequest for Proposal. SECTION 15 - SUCCESSORS AND ASSIGNS: The CITY and the CONTRACTOR each binds itself and its partners, successors, executors, administrators and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the CITY nor the CONTRACTOR shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CITY which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CITY and the CONTRACTOR. SECTION 16 - REPORTS FOR COMMERCIAL CUSTOMERS: On the fifteenth (15th)day of the month following the month of service hereunder, the Franchisee shall provide the CITY with a report. Said report shall be in a form, either hard copy, computer disk (compatible with the CITY's computers) or otherwise satisfactory to the CITY. The report shall include such information as the CITY may masonably require so as to ensure proper garbage service by all commercial establishments within the CITY and so as to ensure Franchisee's compliance with the terms and conditions of this Contract. Unless otherwise directed by the CITY, each report shall contain the following as a minimum: (1) Customer's Utility Number (assigned by the CITY) (2) Customer's Business Name (3) Customer' s Business Address (4) Customer's Telephone Number (5) Container(s) Number(s) (6) Container's Capacity (7) Compactor(s) (8) Pick-up Schedule for Containers and Compactors (9) Number of Pick-ups for All Containers and Compactors (10) Franchisee Fee This report shall be submitted no later than the fi~eenth (15th) of the month following the month of service, covering all activities during the month of sendee, to the Director of Public Works. Page 18 of 20 SOLID W"~TE COLLECTION AND DISPOSAF"~REEMENT SECTION 17 - BANKRUPTCY OR INSOLVENCY: If the Franchisee becomes insolvent and in any event if the Franchisee files a petition of voluntary or involuntary bankruptcy, then this franchise shall terminate in no event later than the date of filing of the bankruptcy petition. SECTION 18 - CONFLICT OF INTEREST: The CONTRACTOR represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Florida Statutes 112.311. The CONTRACTOR further represents that no person having any interest shall be employed for said performance. The CONTRACTOR shall promptly notify the CITY in writing by certified mall of all potential conflicts of interest for any prospective business association, interest or other circumstances which may influence or appear to influence the CONTRACTOR's judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstances, the nature of work that the CONTRACTOR may undertake and request an opinion of the CITY as to whether the association, interest or circumstance would, in the opinion of the CITY, constitute a conflict of interest if entered into by the CONTRACTOR. The CITY agrees to notify the CONTRACTOR of its opinion by certified mail within thirty (30) days of receipt of notification by the CONTRACTOR. If, in the opinion of the CITY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONTRACTOR, the CITY shall so state in the notification and the CONTRACTOR shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the CITY by the CONTRACTOR under the terms of this Contract. If the CITY in its sole discretion determines that there is a conflict, the CONTRACTOR shall not enter into or shall terminate the Contract with the business associate. SECTION 19 - ARREARS: The CONTRACTOR shall not pledge the CITY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of the Contract. SECTION 20 - ACCESS AND AUDITS: The CONTRACTOR shall maintain adequate records to justify all charges, expenses, and costs incurred in performing the work for at least three (3) years after completion of this Contract. The CITY or its duly authorized representatives shall have access to such books, records, and documents as required in this section for the purpose of inspection, audit, excerpts and transcription during normal business hours, at the CITY's cost, upon five (5) days written notice. SECTION 21 - AUTHORITY TO CONDUCT BUS1NES S: The CONTRACTOR hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. SECTION 22 ~ SEVERABILITY In the event any article or section of this Agreement or of any amendments thereto, is held invalid by operation of law or by any tribunal of competent jurisdiction, or if compliance with or enforcement of any article or section shall be restrained by such tribunal pending a final determination as to its Page 19 of 20 SOL/D ~STE COLLECTION AND DISPOS.t",AGREEMENT validity, the remainder of this Agreement and of any amendments thereto, or the application of such article or section to persons or circumstances other than those to which it has been held invalid or as to which compliance with or enforcement of has been restrained, shall not be affected thereby. SECTION 23 - WAIVERS: None of the following shall be construed as a waiver or alteration of any of the provisions of this Agreement: A. The acquiescence, failure, or neglect of either of the parties hereto to insist on strict performance of any or all of the terms or conditions of this Agreement, or of any of the actions required hereby; B. The acquiescence, failure or neglect of either of the parties hereto to assert any remedy, damages, or other rights arising out of the other party's refusal, neglect or inability to perform any of its obligations hereunder. SECTION 24 - MUTUAL AGREEMENT. CONTRACTOR and the CITY agree that this Agreement ,and the CONTRACTOR's proposal documents attached hereto, sets forth the entire agreement between them with regard to the subject matter hereof, and that this Agreement shall only be amended, supplemented or altered by a written instrument executed by both of the parties hereto through their duly authorized representatives. CITY OF SANFORD, FLORIDA FLORIDA RECYCLING SERVICES. INC. LARRY ..~ALE, SID ., ENT nat e S ATT~d~.~ ~ ATTE S T: ~ STATE OF FLORIDA, COUNTY OF SEMINOLE The foregoing instrument was acknowledged City Clerk before me this 3~''' day of December, 1998, /,~7 '3j' fl ~ by Sid V'dalen Jr. as Assistant Vice President for Florid Recycling Se 'ees, Incorporated. Date &Seal ~ Notary at Large ..-,::'i?;~ MY ,et~,u~u ~ ee s~oz~z Date & Seal Personally Known ., OR Produced Identification Page 20 of 20 SOLID W/~,TE COLLECTION AND DISPOSAI;~REEMENT APPENDIX A LIST OF CURRENT SOLD WASTE & RECYCLE SERVICE TO BE PROVIDED TO CITY OF SANFORD ACCOUNTS AT NO CHARGE Location Description and address Service Level City - 13th Street and Mangoustine Avenue 3 yards, once per week City - 1506 W 13th Street 3 yards, once per week City - 1700 W 13th Street 3 yards, once per week City - 1204 w 13th Street 3 yards, once per week City - 1201 Mellonville Ave. residential, hand load twice per week Treatment Plant - 300 N Poplar Avenue 3 yards, once per week Civic Center - 401 E Seminole Boulevard 2 - 3 yards, once per week Cultural Arts Center 119 W 5th Street 2 yard, twice per week Parks Department - 908 W 6th Street 6 yard, twice per week Utility Building - 412 W 14th Street 3 yards, once per week Public Works Compound - 800 W Fulton Street 7 - 6 yard, twice per week City Hall - 300 N Park Avenue hand load, twice per week Fire Stations: # 1 - 1303 French Ave. 2 yard, twice per week # 2 - 3770 Orlando Dr. hand load, twice per week # 3 - 1300 Central Park Dr. hand load, twice per week Police Station - 815 French Ave. 4 yard, twice per week Stadium - 1201 Mellonville Ave. 2 yard, once per week Park - 601 E 251h PI. 6 yard, once per week Park - 1201 W 251h St. 6 yard, once per week Extra service locations, pick ups and special pickups for bulk/yard trash as needed on request