HomeMy WebLinkAboutVII (C) Approval of Contracts with Superior Waste Services of Florida Inc. Agenda 8-07-2001
Item VII C 1&2
FOLEY & LARDNER
MEMORANDUM
CLIENT-MATTER NUMBER
999100-0208
TO: The Honorable Mayor and City Commissioners of the City of Ocoee
FROM: Paul E. Rosenthal, Esq., City Attorney
DATE: July 31, 2001
RE: Sanitation Contracts with Superior Waste Services of Florida, Inc.
At your meeting of June 5, 2001, the City Commission conducted a public
hearing and awarded to Superior Waste Services of Florida, Inc. ("Superior") Part A:
Commercial and Multi-Family Solid Waste Franchise and Part B: Residential Yard and Bulky
Waste Collection and Disposal Contract, subject to the City staff negotiating and finalizing
contracts which would be brought back to the City Commission for final action. The RFP
included a proposed form of contract for both Parts A and B. Accordingly, the negotiations
with Superior have been limited to the making of modifications to the RFP form documents
which were needed to address specific issues of City concern and to conform to the specific
responses provided by Superior.
Attached hereto are blacklined copies of the proposed contracts with Superior
with respect to the Commercial and Multi-Family Solid Waste Franchise (Part A) and the
Residential Yard and Bulky Waste Collection and Disposal Services (Part B). The blacklines
show changes from the form contracts included in the RFP. Copies of the "clean" contract
without blacklining and with all exhibits are available for your review in the City Clerk's
office.
The primary issue negotiated with Superior related to the rates to be charged for
commercial and multi-family solid waste collection and disposal services and the payments to
be made to the City in connection therewith. By way of background, the City Code requires
that the commercial and multi-family solid waste collection and disposal service charges be
established by a resolution adopted by the City Commission at an advertised public hearing. In
September 1995 the City Commission adopted Resolution No. 95-13 (copy attached) which
established the current rates. These rates have not been increased since 1995. It should be
noted that the City Commission Resolution, not the Franchise Agreement, control the rates
charged to the customer for these services. Currently, the rates established by the Resolution
are the same as the rates charged by the City franchisee. However, Superior has proposed
franchise rates which are less than the current rates established by the Resolution. If the
006 225981 1
Resolution was to be revised to reduce the charges to commercial and multi-family solid waste
customers, the result would be a reduction in the franchise fee on a per customer basis. After
discussions with the City staff, it was determined that the objective of our negotiations with
Superior would be to avoid any increase in the monthly rates for commercial and multi-family
customers and avoid any decrease in the overall revenue received by the City with respect to
the provision of commercial and multi-family solid waste collection and disposal services. In
our negotiations we were also guided by the fact that a franchise fee must be reasonable and
the RFP had set the franchise fee at 20% of actual collections based on the rates proposed by
the proposer.
Staff proposed to Superior that the current rates remain unchanged for the
purposes of charges to customers so that there would be no change in billing to these customers
as a result of the change in the company providing the services. However, to avoid a financial
windfall to Superior, the staff proposed that the franchise fee be calculated based upon the rates
set forth by Superior in its response to the RFP (not the current rates) and that Superior retain
only the revenues which would have been generated based on these billings less the applicable
franchise fee. The remaining monies collected as a result of the spread between the actual
billing rates (based on the City Commission Resolution) and the rates proposed by Superior
would be paid to the City as an Additional Payment and would not be retained by Superior.
This results in Superior receiving the net revenues contemplated by their response to the RFP
Part A. It also results in the City receiving an additional payment to offset the reduced
franchise fee payment. The implementation of the foregoing is addressed in Section 14 of the
Commercial and Multi-Family Solid Waste Collection Franchise Agreement and was agreed to
by Superior.
Other highlights of the Commercial and Multi-Family Solid Waste Collection
Franchise Agreement are as follows:
(1) The Agreement is an exclusive franchise.
(2) The initial term of the franchise will run from October 1, 2001 to August 31,
2006. The October 1 start date is intended to give Superior sufficient time to
obtain the dumpsters needed for the service transition. Additionally, the City
and franchisee may agree to extend the term for an additional two (2) years so
that the expiration would be August 31, 2008.
(3) The franchisee is responsible for providing all equipment and personnel.
(4) The franchisee is responsible for all billing and for handling customer
complaints.
(5) Construction and demolition debris from residential building, roofing and
remodeling are expressly excluded from the franchise. However, the City may
add these services at a later date and in such event the rates for such services
have been set.
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006.225981.1
(6) The rates proposed by Superior which are utilized for purposes of calculating
the franchise fee payments remain in effect until August 31, 2006. Thereafter, a
procedure is set forth for increasing any such rates in connection with an
extension of the franchise.
(7) The franchisee provides dumpsters to City facilities and religious institutions at
no cost. Temporary dumpsters are also made available, at no cost, for City
sponsored events which are open to the general public.
(8) The franchise agreement may not be assigned without the written approval of
the City.
(9) A $200,000.00 performance bond is provided by the franchisee and insurance
requirements are established.
Highlights of the Residential Yard and Bulky Waste Collection and Disposal
Contract are as follows:
(1) The initial term of the Agreement commences on September 3, 2001 and
terminates on August 31, 2006. The Agreement may be renewed for one (1)
additional two (2) year term until August 31, 2008.
(2) The franchisee is responsible for providing all equipment and personnel.
(3) The City is responsible for all billing and collection of fees and charges payable
by customers. The City also handles customer service issues.
(4) The Agreement provides for a four day a week schedule rather than a five day a
week schedule.
(5) Pricing is $1.68 per month per dwelling unit for both single and multi-family
(four units or less) dwelling units. Additional charges are incurred for special
pickups as set forth in Section 8.3 of the Agreement. The unit price is based on
the current tipping fee schedule of Orange County. The Contractor may request
an increase in the unit cost charged to the City based on changes in the tipping
fee schedule.
(6) A performance bond in the amount of $171,000.00 will be provided to the City
by Superior.
(7) The Agreement may not be assigned without the written approval of the City.
The City staff has reviewed the attached Agreements and recommend approval.
OH 225981.1 3
RECOMMENDATION:
It respectfully is recommended that the City Commission approve the following
Agreements with Superior Waste Services of Florida, Inc. and authorize execution thereof by
the Mayor and City Clerk: (1) Commercial and Multi-Family Solid Waste Collection
Franchise Agreement, and (2) Residential Yard and Bulky Waste Collection and Disposal
Agreement.
PER/jh
Enclosures(s)
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006225981.1
STY OF OCOEE
COMMERCIAL AND MULTI-FAMILY
SOLID WASTE COLLECTION FRANCHISE AGREEMENT
AUGUST _ _ , 2001
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006 225892.1
TABLE OF CONTENTS -
Section 1. Definitions 3
Section 2. Grant of Franchise 3
Section 3. Limits of the Franchise. 3
Section 4. Term. 4
Section 5. Collection Services and Operations. 4
Section 6. Frequency of Collections. 4
Section 7. Routes and Schedules. 5
Section 8. E ui merit 5
Section9. Comfaints 5
Section 10. Personnel. 5
Section 11. Spillage. 6
Section 12, Excluded Solid Waste. 6
Section 13. Subcontractors. 6
Section 14. Rates and Charges. 6
Section 15. Books and Records 9
Section 16. Preliminary Plans . 10
Section 17. Assignment 10
Section 18. Indemnification. 10
Section 19. Performance Bond. 11
Section 20. Nondiscrimination 11
Section 21. Insurance 11
Section 22. Default and Termination 12
Section 23. Attorneys' Fees. 14
006.224832.2 compared to 006.224832.1
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DRAFT-07/30/01
006 225892.1
Section 24. Notices. - 14
Section 25. Combination of Solid Waste. 15
Section 26. Miscellaneous 15
Section 27. Severabilit . 16
Section 28. Charter Compliance_SCHEDU
, E '
[PROPOSES}
006.226892.1
2
COMMERCIAL AND MULTI-FAMILY -
SOLID WASTE COLLECTION FRANCHISE AGREEMENT
THIS AGREEMENT [(this "Agreement")j is made and entered into this
day of { J[Aug st1, 2001, between the CITY OF OCOEE, a Florida
municipal corporation (hereinafter refereed to as the "City") and
a J[SUPERIOR
WASTE SERVICES OF FLORIDA, INC., a Florida corporation (hereinafter referred to as
the "Franchisee") for the purposes of granting an exclusive franchise for the collection of
commercial and multi-family solid waste within the corporate limits of the City, all subject to
the terms, conditions and limitations set forth herein.
Section 1. Definitions.
For the purposes of this Agreement, all terms and words shall have the meaning
set forth in Chapter 143 of the Ocoee City Code and in the definitions contained in Part IV of
Chapter 403, Florida Statutes, and in state administrative rules adopted pursuant to Part IV of
Chapter 403, Florida Statutes, as such statutes and rules may be amended from time to time.
All references herein to "multi-family" or "multi-family accounts" shall refer to multi-family
residential units containing more than four (4) single family residential units.
Section 2. Grant of Franchise.
In consideration of the agreement of the Franchisee to (i) perform the services
set forth in this Agreement, (ii) pay to the City the Franchise Fee set forth in Section 14
hereof, (and (iii) (f iii ay to the City the Additional Payments set forth in Section 14 hereof,
and (iv)1 otherwise comply with the terms and conditions of this Agreement, the City hereby
grants to the Franchisee the exclusive franchise, including every right and privilege pertaining
thereto, to operate and maintain solid waste collection and disposal service for commercial and
multi-family accounts within the corporate limits of the City, except as provided in Section 12
hereof.
Section 3. Limits of the Franchise.
Except as set forth herein, the franchise covers the corporate limits of the City
of Ocoee. Franchisee agrees that the limits of the franchise are subject to expansion or
reduction by annexation or contraction of municipal boundaries and Franchisee has no vested
right in a specific area. Further, Franchisee acknowledges and agrees that its right to serve
certain lands hereto or hereafter annexed by the City which were the subject of an exclusive
solid waste collection services franchise with Orange County which was in effect [foil at least
6 months prior to the initiation of annexation is limited by the provisions of Section
171.062(4), Florida Statutes, as it may from time to time be amended.
oasszsosz.t
3
Section 4. Term.
[A_] The franchise shall be granted for an initial term {of three (3) years-}
commencing on {June} [October] I, 2001 and terminating on `�" y'r }August] 31 2006, unless
sooner terminated by the City due to breach of the terms of this Agreement by the Franchisee
("the Initial Term"). The Initial Term of the franchise may be extended by mutual agreement
of the City and the Franchisee for an additional two (2) year term commencing with the
expiration of the Initial Term and terminating on {-May-} [August" 31, 2008. Should the City
or the Franchisee determine not to extend the terns of the franchise beyond the Initial Term,
they shall provide written notice of such intent to the other party no sooner than twelve (12)
months prior to the expiration of the Initial Term and no later than six (6) months prior to the
expiration of the Initial Term and in the event of such notice the franchise and this Agreement
shall terminate upon expiration of the Initial Term. In the event neither party gives notice as
aforesaid that it does not desire to extend the term of the franchise, then the City and the
Franchisee shall enter into an amendment extending the term of the franchise and this
Agreement for an additional 2-years for a total of 7-years, such agreement to be entered into at
least three (3) months prior to expiration of the Initial Term.
B. Notwithstanding the foregoine, the City, at its option, may extend the term
of this Agreement on a_month-to monthbasis beyond the otherwise applicable expiration date if
necessary in order to transition service to a_new franchisee: provided, however, that the C
shall i Franchisee notice of such election at least thirty (301 days rior to the schedule
expiration of this Agreement.I
Section 5. Collection Services and Operations.
A. Except as set forth in Section 12 hereof, the Franchisee shall provide solid
waste collection and disposal services to all commercial and multi-family accounts commencing
on {June} (October] 1, 2001. The Franchisee shall transport all solid waste collected to a
properly licensed solid waste facility.
B. The Franchisee shall provide all labor, materials, equipment, supervision
and facilities necessary to provide efficient and effective collection services. The Franchisee
shall pay all costs, expenses, and charges required to perform the collection services and
dispose of the collected materials including the disposal charges and "tipping fees" at the solid
waste facility. The Franchisee shall comply with all applicable local, state and federal statutes,
laws, ordinances, rules and regulations.
Section 6. Frequency of Collections.
Franchisee shall make collections from each account at least once a week on a
regularly-scheduled basis. Collection shall be made between the hours of 7:00 a.m. and 7:00
p.m., Monday through Saturday. Franchisee may provide for collections on a less frequent
basis upon written approval of the City.
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006 225892.1
Section 7. Routes and Schedules.
Franchisee shall provide the City with schedules and {collections} }collection]
routes and shall keep such information current at all times. Franchisee shall notify each
customer and the City prior to any change in collection schedules which alter the day of
collection.
Section 8. Equipment.
A. The Franchisee shall have on hand at all times and in good working order
such equipment as shall permit the adequate and efficient collection of all commercial and
multi-family accounts. Equipment shall be obtained from nationally known and recognized
manufacturers of solid waste collection and disposal equipment. The Franchisee shall have
available reserve equipment which can be put into service in the event of any breakdown.
Vehicles used in a collection of commercial and multi-family accounts shall be marked with the
name of the Franchisee, business telephone number and the number of the vehicle in letters not
less than five (5) inches high on each side of the vehicle.
B. The Franchisee shall provide all receptacles, containers, or dumpsters
necessary for the collection of all commercial and multi-family accounts. The Franchisee shall
make arrangements with each customer for the removal and replacement of receptacles which
do not conform to Franchisee's equipment. The City shall retain ownership and control of all
receptacles currently the property of the City.
Section 9. Complaints.
The Franchisee shall assign a qualified person or persons to be in charge of
operations within the service area. The Franchisee shall give the name and qualifications of
these persons to the City. The Franchisee shall institute a system for addressing complaints
from within the City which shall include informing each customer and the City of the phone
number at which complaints will be received. Such phone will be promptly answered at a
minimum from 8:00 a.m. to 5:00 p.m., Monday through Friday. In the event that the
Franchisee is unable to promptly resolve any such complaints the Franchisee shall promptly
notify the City of the nature of the complaint and the attempts made to resolve the complaint.
Section 10. Personnel.
A. The Franchisee shall require its employees to serve the public in a
courteous, helpful and impartial manner.
B. Franchisee collection employees shall wear dress uniforms bearing the
company name during working hours.
C. Each person employed to operate a vehicle shall at all times carry a valid
Florida Driver's License for the type of vehicle being operated.
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006.225892.1
D. The Franchisee's collection employees will be required to remain on-public
right-of-ways and the premises of its customers. No trespassing by employees will be
permitted on private property. Care shall be taken to prevent damage to property, including
receptacles, trees, shrubs, flowers and other plants.
Section 11. Spillage.
The Franchisee shall not litter or cause any spillage to occur upon the premises
or the rights-of-way wherein the collection occurs. The Franchisee may refuse to collect any
solid waste that has not been placed in an appropriate receptacle. During hauling, all solid
waste shall be contained, tied or enclosed so that leaking, spilling and blowing is prevented. In
the event of any spillage caused by the Franchisee, the Franchisee shall promptly clean up all
spillage at its sole cost and expense. In the event that the Franchisee fails to promptly clean up
spillage, then the City may do so and the Franchisee shall pay the City all costs and expenses
incurred by the City in connection therewith.
Section 12. Excluded Solid Waste.
Hazardous waste, biological waste, used oil and yard trash are expressly
excluded from the franchise granted herein. Additionally, construction and demolition debris
from residential building, roofing and remodeling are expressly excluded from the franchise
granted herein; provided, however, that nothing contained herein shall preclude the City, at the
City's sole option, from amending this Agreement to include within the scope of the franchise
granted herein the exclusive right and privilege to collect all construction and demolition debris
from residential building, roofing and remodeling.
Section 13. Subcontractors.
Subcontractors shall be allowed only with the prior approval of the City
Commission which consent may be granted or withheld in the discretion of the City
Commission. The consent of the City Commission shall not be construed as making the City a
part of such subcontract or subjecting the City to liability of any kind to any subcontractor.
Section 14. Rates and Charges.
A. {Rates} [For the ourooses of this Agreement the followh definitions shall
belicable_
1. "Resolution Rates" mean the rates] to be charged for the
commercial and multi-family solid waste collection and disposal
service [to be performedunde `orth in
&Ally t "A" attached hereto Has established from time-to-time y
resolution of the Ocoee_Cj Commission in accordance with
Section 143-9 of the Ocoee.City Code. The current Resolution
Rates have been heretofore established_�City Resolution No.
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006 225892.1
95-13, a copy of which is attached hereto as Exhibit "A"]end by
this reference made a part hereof.
f "RFP Rates" means those rates for commercial and multi—family
solid waste collection and disp sal service proposed to be charged
by the Franchisee as set forth in Exhibit "B" attached heretoand
by this reference made a part hereof. The RFP Rates are
established solely for the purpose of calculating the Franchise Fee
payable in accordance with Section 14(D) below.
3. "Actual . Billines" means bn sto customers based on the
Resolution Rates.
4. "Actual Collections" means actual collections received by
Franchisee from customers based on the Actual Billings.
5. "RFP Billings"means the amountthat the Actual Billings would
be if based on the RFP Rates rather than the Resolution Rates_
The REP_ Billines are. calculated solely for determinin¢ REP
Collections and the Franchise Fee oavable in accordance with
Section 14(D) below. These are not the rates actually billed to
customers.
6. "RFP Collections" means the amount that the Actual Collections
would be if based on the RFP Billines rather than the Actual
Billings._ The RFP Collections are calculated solely for the
pupose of determining_the Franchise Fee payable in accordance
with Section 14(D) below and do not represent Actual
Collections.
B. Rates to be charged _for the commercial and multi-family solid waste
collection andshe to be performed under this Agreement shall be based on the
Resolution Rates. In the event the Franchisee pcoposes to impose any charges on a customer
which are not included in the Resolution Rates, then the Franchisee shall first advise the City
of such circumstance and if the C1tr, then the Resolution Rates and RFP Rates shall be
deemed to be the same with respect to any such charges. If the applicable rates are unclear or
uncertain it is_agreed that the decision of the City shall be final with respect to the
determination of_the_Resolution Rates and RFP Rates applicable_to any services provided_by
the Franchisee.
0 (B). The Franchisee, at its sole cost and expense, shall be solely
responsible for the billing and collection of all fees and charges payable to the Franchisee
abased on the Resolution Ratesl by customers for services rendered pursuant to this
Agreement. The Franchisee shall use its best efforts to bill and collect all such fees land
charges on a monthly basis unless otherwise agreed to in writing by the City.
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006/25892.1
(C} -
fDl. In consideration for the grant of this franchise and the execution of this
Agreement by the City, the Franchisee agrees to pay to the City a franchise fee equal to
TWENTY PERCENT (20%) of the {fees and c
(RFP Collections] ("the Franchise Fee"). The Franchisee shall pay the Franchise Fee to the
City on or before the tenth (10th) day of each month with respect to the fees and charges
actually collected by the Franchisee (based on the RFP Rated during the previous month.
Such payment shall be transmitted on a City approved form a ta^shall-i lude a certification
by the Franchisee of the fe j he prior month and such
ether-information as may be required by the City]-. Failure of the Franchisee to make timely
payment to the City of the Franchise Fee (or falsification of the certification regarding fees and
charges actually collected) shall constitute a default by the Franchisee of this Agreement.
(E. In addition to the Franchise Fee, the Franchisee agrees o y to the City the
entire amount of difference between the Actual Collections and the RFP Collections (the
"Additional Payments"). The Franchisee shall Day ththe Additional Payments to the City on or
before the tenth (10'") day of each month with respect to the actual collections by the
Franchisee during the Drevious month. Such ayment shall be transmitted on a City approved
form. Failure of the Franchisee to make timely payment to the City- shall constitute a default
hy.the Franchisee under this Agreement..
F. Each transmittal of the Franchise Fee and the Additional Payments shall
include a certification by the Franchisee of the Actual Billings, Actual Collections. RFP
Billings and RFP Collections during the prior month and such other_information as may be
reed by the City.
G. Franchisee shall be entitled to retain the Actual Billiness the Franchise
Fee and less the Additional Payment_
H] {D}. Notwithstanding any provisions contained herein to the contrary,
the (rates and charges for cony
s...vices set forth in Exhibit "A" hereto} RFP Rated shall remain in effect until at least `May-}
Au ust] 31, 2006. Thereafter, subject to the terms and conditions set forth herein, the
Franchisee may annually request a change in such {rote-} ]RFP Rate] schedule by submitting a
written request to the City accompanied by supporting data relating to changes in the cost of
service and the profitability of the enterprise. Any such annual request {for a rate change}
must be submitted to the City on or before January 15 of the City's fiscal year in which such
proposed {rate} change (in the RFP Rate Schedule] will be effective (but no earlier than
November 15).44 All requested {rate} changes in_the RFP Rate Schedule,] shall be
considered in good faith by the City Commission taking into account the supporting data
submitted by the Franchisee, the rates charged for commercial and multi-family solid waste
collection and disposal in other comparable Central Florida communities and such other
information as may be presented to the City Commission. The City Commission shall not
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006.225892A
approve any requested {rate} change fin the RFP Rate Schedukj until after a public hearing
preceded by at least seven (7) days' notice of the hearing and the proposed action by
publication in a newspaper of general circulation in the City of Ocoee. Any {rate} change fin
the RFP RateSchedulel shall not become effective until the City and the Franchisee have
executed an amendment to this Agreement setting forth the new {rates} [RFP Rateg and the
effective date thereof; provided, however, that any such amendment may be considered at the
same meeting at which the public hearing is held. Any such new {rate} LRFP Ratel may be
retroactive to the beginning of the billing period in which such amendment is executed. Any
{rate} change approved by the City Commission shall remain in effect until at least January 1
of the following year. Except as aforesaid, the Franchisee shall not be entitled to apply to the
City for a change in the trate schedule} [RFP Rate ScheduleL Nothing contained herein shall
be construed to obligate the City Commission to approve any change in the {rates set forth
herein.} [RFP Rate Schedule. In connection with any consideration of a change in the RFP
Rate Schedule, it is agreed and understood thatthe City may also consider a chap eg n the
Resolution Rates.l
tE}
W.Notwithstanding any provisions contained herein to the contrary, the
Franchisee has agreed to, at no cost or expense to the City, provide the City with the following
services:
(1) Dumpsters in sizes to be mutually agreed upon at all City owned
and operated facilities, including but not limited to City Hall,
City parks and recreational facilities, Fire Stations, Public Works
Facilities, cemetery, and the City Sewer Plant, and the removal
and disposal of all solid waste and other materials placed in such
dumpsters.
(2) Temporary dumpsters in a size to be mutually agreed upon for all
City sponsored events which are open to the general public. The
removal and disposal of all solid waste and other materials placed
in such dumpsters and the removal of such dumpsters promptly
following each City sponsored event.
The above services are provided to the City at no cost or expense in further consideration for
the grant of this franchise and the execution of this Agreement by the City.
{F}
JL=f.Notwithstanding any provisions contained herein to the contrary, the
Franchisee has agreed to, at no cost or expense, provide solid waste collection and disposal
services to all religious institutions located within the corporate limits of the City. This
donated service shall include providing a dumpster in a size to be mutually agreed upon
between the Franchisee and the religious institution. For the purposes hereof, "religious
institutions" means churches and ecclesiastical or denominational organizations or established
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006.225892.1
physical places of worship at which non-profit religious services and activities are regularly
conducted and carried on.
Section 15. Books and Records.
A. The Franchisee shall keep complete books and records at its place of
business in Central Florida, setting forth a true and accurate account of all business
transactions arising out of or in connection with this Agreement, including but not limited to a
complete customer account listing and a record of all fees and charges billed and collected, [the
Actual Billing the Actual Collections the RFP Billings and the RFP Collections,] all in
accordance with good business practices and generally accepted accounting principles. The
City shall have the right to have access to and inspect and copy the contents of said books and
records during normal business hours. Upon thirty (30) days written request from the City,
the Franchisee shall provide the City with a complete customer account listing and a record of
a charge �'"^� ^^a 11ecte 1 the Actual Billings, the Actual Collections, the RFP
B_ itlin s and the RFP collections,] during the prior twelve (12) months.
B. The Franchisee shall annually submit to the City an audited financial
statement with respect to all business transactions arising out of or in connection with this
Agreement, which shall have been prepared by an independent certified public accountant
reasonably acceptable to the City. The financial statement shall include a determination of tall
this Agreement and the Franehise Foes ' the Actual Billing the Actual Collections, the RFP
Billin s and the RFP Collections, the Franchise Fees and Additional Payrentsj due to the City
pursuant to this Agreement. Each such audited financial statement shall be based on the City's
fiscal year of October 1 to September 30 and shall be submitted to the City on or before
December 31 of each year except that the last such audit shall be submitted within sixty (60)
days after the termination of this Agreement.
Section 16. Preliminary Plans.
The Franchisee shall, at no cost or expense, when requested, review the
preliminary subdivision and site plans for all commercial and multi-family developments within
the City and provide the City in a timely manner with written comments concerning the
placement and location of solid waste receptacles or dumpsters.
Section 17. Assignment.
This Agreement and the rights and privileges hereunder shall not be assigned or
otherwise transferred by Franchisee except with the express written approval of the City. The
City reserves the right in its sole and absolute discretion to approve or disapprove any such
requested assignment or transfer of this Agreement. The City may require that any proposed
assignee submit similar documentation to that provided by the franchisee at the time of award
of the franchise. No assignment or transfer shall be effective until the assignee or transferee
has executed with the City an Agreement of Acceptance, subject to approval by the City,
evidencing that the assignee or transferee accepts the assignment or transfer subject to all of
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006 225892.1
the terms, conditions and limitations imposed herein. Any such assignment or transfer shall be
in form and content subject to the approval of the City.
Section 18. Indemnification.
Franchisee shall indemnify, defend and hold completely harmless the City, its
elected representatives, officers, employees and agents of each, from and against any and all
liabilities, losses, suits, claims, demands, judgments, fines, damages, costs and expenses
(including all costs for investigation and defense thereof, including, but not limited to court
costs, expert fees and reasonable {attorneys) jattomey_s') fees and paralegal fees and
{attorneys) )attorneys'{ and paralegal fees on appeal) which may be incurred by, charged to or
recovered from any of the foregoing (i) by reason or on account of damage to or destruction of
any property of the City, or any property of, injury to or death of any person resulting from or
arising out of the performance under this Agreement, or the acts or omissions of Franchisee
officers, agents, employees, subcontractors, licensees or invitees, regardless of where {the}
damage, destruction, injury or death occurred, unless such liability, loss, suit, claim, demand,
judgment, fine, damage, cost or expense was proximately caused solely by City's negligence
or by the joint negligence of City and any person other than Franchisee or Franchisee's
officers, agents, employees, subcontractors, licensees or invitees, or (ii) arising out of the
failure of Franchisee to keep, observe or perform any of the covenants or agreements herein to
be kept, observed or performed by Franchisee. City agrees to give Franchisee reasonable
notice of any suit or claim for which indemnification will be sought hereunder, to allow
Franchisee or its insurer to compromise and defend the same to the extent of its interests and to
reasonably cooperate with the defense of any such suit or claim. The provisions of this Section
shall survive the expiration or earlier termination of the term of this Agreement with respect to
any acts or omissions occurring during the term of this Agreement.
Section 19. Performance Bond.
The Franchisee shall, without expense to the City, furnish a performance bond
in a form acceptable to the City as security for the performance of this Agreement. Said
performance bond will be in the amount of TWO HUNDRED THOUSAND AND NO/100
DOLLARS ($200,000.00). All premiums for the performance bond shall be paid by the
Franchisee. This performance bond shall be written by a surety company licensed to do
business in the State of Florida and approved by the City and shall be maintained in full force
and effect throughout the term of this Agreement. [The Performance Bond shall remain in
effect throughout the term of this Agreement provided. however, that Franchisee may provide
a Performance Bond for a lesser term (but in no event less than one (1) year) so Jong as such
bond is received extended or replaced prior to the ex ation thereof]
Section 20. Nondiscrimination.
The Franchisee agrees that it has adopted and will maintain and enforce a policy
of nondiscrimination on the basis of race, color, religion, sex, age, handicap or national origin.
Section 21. Insurance.
11
006.225892.1
A. Franchisee shall, without expense to the City, obtain and maintain or cause
to be obtained and maintained throughout the term of this Agreement:
1. Comprehensive automobile insurance (any auto, including owned
autos, non-owned autos and hired autos) and garage liability
insurance, if applicable.
2. Comprehensive general liability insurance (including but not
limited to contractual, independent contractors, broad form
property damage, and personal injury, as applicable, and such
other coverage as may from time to time he generally issued by
insurance companies for businesses similar to that engaged in by
Franchisee in the performance of this Agreement which City may
reasonably require) protecting Franchisee, the City, its elected
representatives, officers, agents and employees of each from and
against any and all liabilities arising out of or relating to
Franchisee's performance of this Agreement whether such
operations be by {himself} [itself', or by any subcontractor or by
anyone directly or indirectly employed by any of them or by
anyone for whose acts any of them may be liable.
3. Insurance against theft or damage to all Franchisee's equipment
used in carrying out this Agreement.
4. Workers' compensation or similar insurance affording the
required statutory coverage and containing the required statutory
coverage and containing the requisite statutory limits.
B. Such policies shall be in such form and with such company or companies as
the City shall approve, and except for coverage limits of Workmen's Compensation Insurance,
be in an amount no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00)
combined single limit, or its equivalent, or such greater amount of such insurance as shall be
maintained by Franchisee, with no deductible, with cross liability endorsement and with
contractual liability coverage for Franchisee's covenants to and indemnification of the City.
Franchisee's insurance shall provide that it is primary insurance as respects any other valid and
collectible insurance City may possess, including any self-insured retention or deductible City
may have, and that any other insurance City does possess shall be considered excess insurance
only. Franchisee's insurance shall also provide that it shall act for each insured and each
additional insured as though a separate policy has been written for each; provided, however,
that these provisions shall not operate to increase the policy limits.
C. [No later than August29, 2001 Franchisee shall provide(, prior to the
days of award of the Agreement, and-at-least
to the City {by Franchisee hereunder,) a certificate of insurance evidencing all coverage
required under this Section. Such certificate(s) shall name the City and its elected
12
006.225692.1
representatives, officers, employees and agents of each as additional insured and shall provide
that the policy or policies may not be canceled or modified nor the limits thereunder decreased
without thirty (30) days prior written notice thereof to the City. Franchisee agrees that City
shall have the right, exercisable on ninety (90) days prior written notice to Franchisee, to
require Franchisee, from time to time, to reasonably alter the monetary limits or coverage
provided by such policy or policies. fAt least thirt (330days_prigr to the expiration of an
insurance poli�or.policies required by this Agreement or a certificate of insurance delivered
as aforesaid, the Franchisee shall provide the City.with an uoda_ted or endorsed certificate of
insurance indicating a new term of such insurance poll or policies.]
Section 22. Default and Termination.
A. In the event that:
(1) the Franchisee shall fail to keep, perform and observe each and
every promise, covenant and agreement set forth in this
Agreement applicable to the Franchisee, and such failure shall
continue for a period of more than five (5) days after delivery to
the Franchisee of a written notice of such breach or default;
(2) the Franchisee's occupational or business licenses shall terminate
for any reason;
(3) the Franchisee shall become insolvent, or shall take the benefit of
any present or future insolvency statutes, or shall make a general
assignment for the benefit of creditors, or file a voluntary petition
in bankruptcy or a petition or answer seeking an arrangement for
its reorganization, or the readjustment of its indebtedness under
the Federal Bankruptcy laws, or under any other law or statute of
the United States or any State thereof, or shall consent to the
appointment of a receiver, trustee or liquidator of all or
substantially all of its property; or
(4) the Franchisee shall have a petition under any part of the Federal
Bankruptcy laws, or an action under any present or future
insolvency laws or statute, filed against it, which petition is not
dismissed within thirty (30) days after the filing thereof;
then in any of such events, the City, in its discretion, shall have the right to: (i) seek specific
performance of this Agreement, (ii) terminate this Agreement for Default, which termination
shall be effective twenty-four (24) hours after written notice of such termination is given to the
Franchisee, or (iii) pursue such other actions and remedies as may be permitted by law,
including an action for actual damages incurred or suffered by the City. In the event the City
elects to terminate this Agreement, then the City may, at its option, delay the effective date of
termination for default until the first day of the month following the date on which written
13
006.2258921
notice of such termination is given to the Franchisee. The City shall specify the termination
date on its written notice of termination.
B. In the event that the City shall fail to keep, perform, and observe each and
every promise, covenant and agreement set forth in this Agreement applicable to the City, and
such failure shall continue for a period of more than thirty (30) days after delivery to the City
of a written notice of such breach, then the Franchisee may, as its sole and exclusive remedy,
seek specific performance of this Agreement. It is expressly agreed that the Franchisee shall
not be entitled to terminate this Agreement or seek damages against the City in the event of a
default by the City.
C. In the event that a dispute arises between the City and the Franchisee, or any
interested party, in any way relating to this Agreement, the Franchisee shall continue to render
service in full compliance with all terms and conditions of this Agreement regardless of the
nature of the dispute. The Franchisee shall be liable to the City for all costs reasonably
incurred in providing collection and disposal service should the Franchisee fail to provide such
services.
D. Upon termination of this Agreement the Franchisee shall cooperate with the
City in order to ensure an orderly transition of all commercial and multi-family solid waste
accounts to such new franchisee(s) as may be designated by the City.
Section 23. Attorneys' Fees.
In the event that either party finds it necessary to commence an action against
the other party to enforce any provisions of this Agreement or because of a breach by the other
party of any of the terms hereof, the prevailing party shall be entitled to recover from the other
party its reasonable attorneys' fees, paralegal fees and costs incurred in connection therewith,
at both trial and appellate levels, including bankruptcy proceedings and the right to such
reasonable attorneys' fees, paralegal fees and costs shall be deemed to have accrued from the
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment.
Section 24. Notices.
All notices and approvals which any party shall be required or shall desire to
make or give under this Agreement shall be in writing and shall be made or given (i) by
certified mail, postage prepaid, return receipt required, (ii) by hand delivery to named
individuals representing the party to be notified, or (iii) by private parcel (next day) delivery
service. Notices, including notice of a change of address or phone number, shall be addressed
or transmitted to the addressees set forth below, or that a party may otherwise designate in the
manner prescribed herein:
As to the City: City of Ocoee
150 North Lakeshore Drive
Ocoee, Florida 34761
14
006.225892.1
Attention: City Manager -
Phone: (407) 656-2322
with a copy to: Ciiof Ocoee
150 North Lakeshore Drive
Ocoee, Florida 347611
Attention: Public Works Director
Phone: (407) 905-3100 {Ext} f xtl. 6001
As to Franchisee:
} LSuperior Waste Services of Florida, Inc.
1964 South Ora Blossom Trail
Apo , Florida 32703
Attention: Charles Wilson,
Municipal Manaeer of Florida
Phone: (4071464-06641
Notices and approvals given or made as aforesaid shall be deemed to have been given and
received on the date of actual receipt.
Section 25. Combination of Solid Waste.
The City shall not be responsible for any contamination of solid waste loads
which are collected by the Franchisee (i.e., mixing of recyclable materials, yard trash,
construction and demolition debris or other materials which are required to be separated prior
to disposal under applicable federal, state and local statutes, laws, ordinances, rules and
regulations).
Section 26. Miscellaneous.
A. Time is of the essence with respect to all matters set forth in this Agreement.
B. The Franchisee is not, and shall not for any purpose be, the agent of the City
and shall have no power or authority to bind the City in any manner whatsoever.
C. This Agreement embodies and constitutes the entire understandings of the
parties with respect to the matters contemplated herein, and all prior or contemporaneous
agreements, understandings, representations, and statements, oral or written, are merged into
this Agreement. Neither this Agreement nor any provisions hereof may be waived, modified,
amended, discharged, or terminated except by an instrument in writing signed by the party
against whom the enforcement of such waiver, modification, amendment, discharge, or
termination is sought except by an instrument in writing signed by the party against whom the
15
006 225892.1
enforcement of such waiver, modification, amendment, discharge, or termination is sought,
and then only to the extent set forth in such instrument.
D. It is stipulated and agreed between the parties that this Agreement shall be
interpreted and construed in accordance with the laws of the State of Florida and any trial or
other proceeding with respect to this Agreement shall take place in the State of Florida with
venue in Orange County, Florida.
E. Captions of the sections and subsections of this Agreement are for
convenience and reference only, and the words contained therein shall in no way be held to
explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions
of this Agreement.
F. The City shall not be responsible for any contamination of solid waste pick-
ups with recyclable materials.
G. The City has been induced by Franchisee to enter into this Agreement by
submittal of that certain {response to request for proposals ,
nm a 1
response} jResponse by Franchisee dated March 7 2001 to City of Ocoee Request for
PrQosals #O1-001, Part A, said Responses being incorporated herein by reference and made a
part of this Agreement. The Franchisee warrants and represents that the information submitted
in said response to request for proposals remains true and correct as of the date hereof. 1ln the
event of any conflict between this Agreement and the Res_onse it is a rgees that this Agreement
shall control.
H. The Franchisee shall corr with_the orovisions of Section 403:70605-
Florida Statutes, to the extent aoolicable.j
Section 27. Severability.
If any part, section, subsection, or other portion of this Agreement except for
the provisions of Section 14 hereof 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 Franchisee 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. In the event any
part, subsection or other portion of Section 14 hereof is declared void, unconstitutional, or
invalid for any reason, then either party may terminate this Agreement upon at least ninety (90)
days notice to the other party.
Section 28. Charter Compliance.
The franchise granted pursuant to this Agreement has been awarded following a
public hearing on the proposed franchise hj old on lune 5, 20011 preceded by at least thirty (30)
16
006.225892 1
days' notice of the hearing and the proposed action by publication once a week for four (4)
consecutive weeks in a newspaper of general circulation in the City of Ocoee.
IN WITNESS WHEREOF, the CITY OF OCOEE has caused this Agreement
to be executed by its Mayor and attested by its City Clerk, and has caused its seal to be hereto
affixed; and the said Franchisee has caused this Agreement to be executed in its name by
, its President, attested by , its
Secretary, and has caused the seal of said corporation to be hereunto affixed,
all as of the day and year first above written.
17
006 225892.1
f
Signed, sealed and delivered {By--}
in the presence of: [FRANCHISEE:]
r
Attest:'
f CITY OF OCOEE} Grafton, "Merle
I (SEAL--)
o
�rr.
FRANCHISEE(
}
LUPERIOR WASTE SERVICES OF
FLORIDA INC, a Florida co .oration]
By:
, President
Attest:
, Secretary
(SEAL)
[Signed, sealed and deliverecT1 CITY OF OCOEE
(by the City of Ocoee, Florida.)
fin.the presence of,]
Byj
S. Scott Vandererift, Mayor
Attest:
Jean Grafton, City jerk
18
006225892.1
(SEAL)'
APPROVED BY THE OCOEE CITY
[Approved u.. t,, form and legalit l COMMISSION AT A MEETING HELD
(FOR USE AND RELIANCE ONLY] ON ( )LAUGUST ],
{This day of , 2001 UNDER AGENDA ITEM NO.
20014 ( II
LBY THE CITY OF OCOEE,
FLORIDA; APPROVED AS TO
FORM AND LEGALITY this
day of , 2001.
FOLEY & LARDNER
By
City Attorney
19
006.225892.1
EXHIBIT [`Bf{A
P-ROPOSER4
+PROPOSED}
MONTHLY RATES AND OTHER CHARGES
RFP 01-001; PART A
146)-PROPOSEDI
[a)] MONTHLY RATES FOR COMMERCIAL AND MULTI-FAMILY
SOLID WASTE SERVICES
WEEKLY PICK-UP 2 CUBIC YARDS 3 CUBIC YARDS 4 CUBIC YARDS
1 time [$ 18.40 _.—_ $ 27.61 __- $ 36.81 ___
2 times $ 36.81 - $ 55.21
3 times $ 55.21 $ 82.82 _ - $ 110.42
4 times $ 73.62__. $ 110.42 $ 147.23 -
5 times $ _92.02. ...-.___- $ 138.03_- _ $ 184.04
6 times $ 110.42 $ 165.64 $ 220.85_ ..
WEEKLY PICK-UP 6 CUBIC YARDS 8 CUBIC YARDS
1 time J$ 55.21 $ 73.62 _.
2 times $ 110.42 $ 147.23
3 times $ 165.64 $ 220.85
4 times $ 220.85 $ 294.46
5 times $ 276.06 $ 368.08
6 times $ 331.27 $ 441.70
EXTRA PICK-UPS:
2 cubic yards: per extra pick-up per week
{$ ) t
40.00
3 cubic yards: per extra pick-up per week
($ }f$
45.00 _ ]
20
006.225892.1
4 cubic yards: per extra pick-up per week -
E$ lit
50.00 -J
6 cubic yards: per extra pick-up per week
E$ )1$
60.00 __.. 1
8 cubic yards: per extra pick-up per week
E$ 11$_
65.00
ABOVE PRICES INCLUDE FULL PRICE OF DUMPSTER RENTAL
21
006.225892.1
LLB ROLL-OFFS:
Pricing for roll-offs:
Open ToR20 cubic yard $85per_pull plus actual landfill disposal charges
Open Top 30 cubic vard $85_per pullplus actual landfill.disposal char
OOpen Top 40 cubic and $85 per.pull Dios actual landfill disposal charges
Compactor Any Size $85 per Dull plus actual landfill disposal charges
(.C)OTHER CHARGES_
Other] charges for services to be provided under Agreement:
f If request by customer - any ap opriate rental fees compactors, containers, etc. These rental
charges to reflect amortized costs of equipment with a return on investment. The specific
schedule for any such charges shall besub.ei ct to_the approval of the City in accordance with
Section14 of this Agreement.
D)f 44 CONSTRUCTION AND DEMOLITION DEBRIS FROM
RESIDENTIAL BUILDING, ROOFING AND REMODELING:
Construction and demolition debris from residential building, roofing and remodeling is NOT
within the scope of the proposed franchise. However, the City, at its sole option, may expand
the scope to include the foregoing. {Fndieate} fThej pricing for construction and demolition
debris from residential building, roofing and remodeling in the event it is added to the
franchise [will be:
This is to be hauled by roll off trucks and containers. Price for this service will be $85.00 per
haul t tual landfill disposal charges,
llr-}
22
006.225892.1
•
REVISION LIST
The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the
old and the new documents.
[1:2 1:1] Add Paras "CITY OF OCOEE ... Compliance. 16"
[1:1 4:1] Del Para "SCHEDULE 2"
[1:2 4:1] Changed "PROPOSED COMMERCIAL" to "COMMERCIAL"
[1:3 4:2] Changed "AGREEMENT is" to 'AGREEMENT ... "Agreement") is"
[1:3 4:2] Changed "of ," to "of August,"
[I:3 4:2] Changed " , a
" to "SUPERIOR WASTE ... a Florida "
[1:7 4:6] Changed "and (iii) " to "(iii)pay ... and (iv) "
[1:9 4:8] Changed "effect at" to "effect for at"
[2:2 5:2] Changed "The franchise" to "A. The franchise"
[2:2 5:2] Changed "term of three ... commencing" to "term commencing"
[2:2 5:2] Changed "June " to "October"
[2:2 5:2] Changed "terminating on May 31 2006," to "terminating on August 31 2006,"
[2:2 5:2] Changed "on May 31," to "on August 31,"
[2:3 5:3] Add Para "B. Notwithstanding ... this Agreement."
[2:4 5:5] Changed "June " to "October"
[2:9 6:2] Changed "collections " to "collection "
[4:8 7:9] Changed "A. Rates" to "A. For the ... applicable:"
[4:8 7:10] Changed "Rates " to "I. "Resolution ... the rates "
[4:8 7:10] Changed "to be performed ... attached hereto " to "as established ... Exhibit"A" "
[4:9 8:1] Add Paras "2. "RFP Rates" ... the Franchisee."
[4:9 8:71 Changed "B" to "C"
[4:9 8:7] Changed "Franchisee by" to "Franchisee ... Resolution Rates by"
[4:9 8:7] Changed "fees on" to "fees and charges on"
[4:10 8:8] Changed "C." to "D."
[4:10 8:8] Changed "fees and charges ... Agreement " to "RFP Collections "
[4:10 8:8] Changed "Franchisee during" to "Franchisee ... Rates during"
[4:10 8:8] Changed "form and shall ... the City." to "form."
[4:10 8:8] Changed "Fee or falsification ... collected shall" to "Fee shall"
[5:1 9:1] Add Paras "E. In addition ... Additional Payment."
[5:1 9:4] Changed "D" to "H"
[5:1 9:4] Changed "rates and ... "A" hereto " to "RFP Rates "
[5:1 9:4] Changed "May " to "August "
[5:1 9:4] Changed "such rate schedule" to "such RFP Rate schedule"
[5:1 9:4] Changed "request for ... change must" to "request must"
[5:1 9:41 Changed "proposed rate change " to "proposed change ... Rate Schedule"
[5:1 9:4] Changed "15).. All ... rate changes " to "15). All requested ... Rate Schedule"
[5:1 9:4] Changed "requested rate change " to "requested ... Rate Schedule"
[5:1 9:4] Changed "Ocoee. Any rate change shall" to "Ocoee. Any ... Schedule shall"
[5:1 9:4] Changed "new rates and" to "new RFP Rates and"
23
OOfi 225892.1
[5:1 9:4] Changed "new rate may" to "new RFP Rate may"
[5:1 9:4] Changed "executed. ... change approved" to "executed. Any change approved"
[5:1 9:4] Changed "the rate schedule." to "the REP Rate Schedule."
[5:1 9:4] Changed "rates set forth herein." to "RFP Rate Schedule. ... Resolution Rates."
[5:2 10:1] Changed "E" to "I"
[6:2 10:5] Changed "F." to "1."
[6:4 10:7] Changed "collected, all" to "collected, ... Collections, all"
[6:4 10:7] Changed "all fees and ... collected " to "the Actual ... collections, "
[6:5 11:1] Changed "all fees and ... Franchise Fees " to "the Actual ... Payments "
[7:4 11:7] Changed "reasonable attorneys fees" to "reasonable attorneys' fees"
[7:4 11:7] Changed "and attorneys and" to "and attorneys' and"
[7:4 11:7] Changed "where the damage," to "where damage,"
[7:6 12:2] Changed "term of this Agreement. " to "term of this ... expiration thereof"
[8:6 12:8] Changed "himself' to "itself'
[9:1 13:4] Changed "C. Franchisee" to "C. No later ... Franchisee"
[9:1 13:4] Changed "provide, prior ... provided to" to "provide to"
[9:1 13:4] Changed "City by Franchisee hereunder, a" to "City a"
[9:1 13:4] Changed "policies. " to "policies. ... policies."
[1 1:4 15:9] Add Paras"Attention: City ... Ocoee, Florida 34761"
[11:5 15:15] Changed"Ext" to "ext"
[11:7 15:17] Del Paras ...
[11:12 15:17] Add Paras "Superior Waste ... (407) 464-0664"
[12:4 16:11] Changed"response to ... response " to "Response by ... Response "
[12:4 16:11] Changed"hereof." to "hereof In ... shall control."
[12:4 17:1] Add Para "H. The Franchisee ... extent applicable."
[12:8 17:5] Changed "franchise preceded" to "franchise ... 2001 preceded"
[13:3 19:3] Changed " CITY OF OCOEE" to " "
[13:4 19:4] Changed "By: " to "FRANCHISEE:"
[13:5 19:5] Del Paras "S. Scott Vandergrift, ... FRANCHISEE:"
[13:14 19:5] Add Para"SUPERIOR WASTE ... Florida corporation"
[13:20 19:12] Changed "For use and reliance only" to "Signed, sealed and delivered"
[13:21 19:13] Changed "by the City of Ocoee, Florida." to "in the presence of:"
[13:22 19:14] Changed "Approved as ... and legality" to "FOR USE AND RELIANCE
ONLY "
[13:23 19:15] Add Paras "BY THE CITY OF ... (SEAL)"
[13:23 19:28] Del Para "This day of , 2001 "
[13:24 19:28] Changed " " to "AUGUST
[13:24 19:28] Changed "NO. " to "NO.
[15:1 21:1] Changed "A" to "`B""
[15:2 21:1] Del Para "PROPOSER: "
[15:3 21:2] Changed "PROPOSED MONTHLY" to "MONTHLY"
[15:5 21:4] Changed "(a) PROPOSED " to "(A) "
[15:621:5] Changed "S
times $ $ $ " to
24
006.225892.1
"$ 18.40 $ 27.61 S 36.81 2 ... -
times $ 110.42 $ 165.64 $ 220.85
[15:721:6] Changed "$ $ 2 ...
times_$ $ " to
"$ 55.21 $ 73.62 2 ...
times_$ 331.27 $ 441.70
[15:8 21:7] Changed "PICK-UPS: 2 ... extra pick-up" to "PICK-UPS: 2 ... extra
pick-up"
[15:8 21:7] Changed "week3 cubic ... extra pick-up" to "week_3 cubic ... extra pick-up"
[15:8 21:7] Changed "week 4 cubic ... extra pick-up" to "week 4 cubic ... extra pick-up"
[15:8 21:7] Changed "week_6 cubic ... extra pick-up" to "week_6 cubic ... extra pick-up"
[15:8 21:7] Changed "week 8 cubic ... extra pick-up" to "week_8 cubic ... extra pick-up"
[17:1 22:1] Del Paras 'PROP_OSER: ... OTHER CHARGES:"
[17:5 22:1] Add Pans"(B) ROLL-OFFS: ... OTHER CHARGES:"
[17:5 22:5] Changed "Indicate any other" to "Other"
[17:6 22:6] Add Para "If request by customer ... this Agreement. "
[17:6 22:7] Changed "(d) " to "(D) "
[17:7 22:8] Changed "Indicate " to "The"
[17:7 22:8] Changed ": " to "will be: "
[17:7 22:9] Add Para "This is to be hauled ... disposal charges. "
25
006.225892.1
CITY OF OCOEE
(PROPOSED}
RESIDENTIAL YARD AND BULKY WASTE
COLLECTION AND DISPOSAL AGREEMENT
(JUNE)
WIGUSi1 , 2001
2
006.225891.1
TABLE OF CONTENTS.
Section 1. DEFINITIONS 2
Section 2. TERM 4
Section 3. SERVICES TO BE PERFORMED BY THE CONTRACTOR 5
Section 4. BIANNUAL CLEAN-UPS BY CITY 6
Section 5. CONTRACTOR'S EMPLOYEE'S AND EQUIPMENT 6
Section 6. ROUTES AND SCHEDULES (7) U
Section 7. CONTRACTOR'S OFFICE 8
Section 8. PAYMENT AND BILLING 8
Section 9. PERFORMANCE OF AGREEMENT 10
Section 10. COOPERATION/COORDINATION
Section 11. COMPLAINTS AND COMPLAINT RESOLUTION 11
Section 12. SUBCONTRACTORS 11
Section 13. INSURANCE 11
Section 14. DEFAULT 14
Section 15. PERFORMANCE BOND CONDITIONS 15
Section 16. BOOKS AND RECORDS 16
Section 17. ASSIGNMENT 16
Section 18. INDEMNIFICATION 16
Section 19. SEVERABILITY 17
Section 20. ATTORNEYS' FEES 17
Section 21. NOTICES 17
Section 22. REQUEST FOR PROPOSALS{- 18
Section 23. MISCELLANEOUS 18
006.224833.2 compared to 006.224833.1
7/30/01 5:30:25 PM
DRAFT-07/30/01
006.225891.1
(PROPOSED)
RESIDENTIAL YARD AND BULKY WASTE
COLLECTION AND DISPOSAL AGREEMENT
THIS RESIDENTIAL YARD AND BULKY WASTE COLLECTION AND
DISPOSAL AGREEMENT ("this Agreement") is made and entered into this day of
{June} f August , 2001 between the CITY OF OCOEE, a Florida municipal corporation
(hereinafter referred to as the "City") and { a
corporation) )SUPERIOR WASTE SERVICES OF FLORIDA, INC., a
Florida corporation] (hereinafter referred to as the "Contractor").
fWITNESSETH}
WHEREAS, the City solicited proposals for the award of a contract for the
collection and disposal of residential yard and bulky waste within the corporate limits of the
City, said solicitation being entitled Request for Proposals #01-001{ Part B (the "RFP")l; and
WHEREAS, the Contractor submitted a proposal in response {te-the-Request
for Proposals} {dated March 7, 2001 to the RFP] which complied with all of the requirements
established by the City; and
WHEREAS, the City Commission of the City awarded the contract for
residential yard and bulky waste collection and disposal to Contractor, subject to the execution
of this Agreement; and
WHEREAS, the parties hereto desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and other valuable
considerations exchanged between the parties hereto, the receipt and sufficiency of which is
hereby acknowledged, City and Contractor hereby agree as follows:
Section 1. DEFINITIONS
For purposes of this Agreement the following terms have the following meanings:
1.1 Agreement: This Agreement executed by the City and the Contractor.
1.2 Authorized Representative: The employee or employees designated by the
City Manager to represent the City in the administration and supervision of this Agreement.
The Public Works Director is initially designated as the designee to represent the City.
1.3 Bulky Waste: Bulky waste shall consist of discarded white goods,
household furniture, remodeling and home repairs waste and other non-yard waste items.
Bulky waste does not include yard waste (regular or bulk), special waste, garbage or
recyclables.
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1.4 City: City of Ocoee, Florida, and its authorized representatives.
1.5 Contractor: The person, firm, corporation, or entity with whom the City
has executed this Agreement.
1.6Disposal Costs: The "tipping fees" charged to the Contractor for disposal
of the yard and bulky waste collected by the Contractor.
1.7 Household Furniture: All movable compressible articles or apparatus, such
as chairs, tables, sofas, mattresses, etc., for equipping a house.
1.8 Landfill: Any solid waste land disposal area for which a permit, other than
a general permit, is required by Section 403.707, Florida Statutes, that receives solid waste for
disposal in or upon land other than a land-spreading site, injection well, or a surface
impoundment.
1.9Mechanical Container: Any detachable metal container designed or
intended to be mechanically dumped into a loader/packer type of garbage truck used by the
Contractor.
1.10 Performance Bond: The form of security approved by the City and
furnished by the Contractor as required by this Agreement as a guarantee that the Contractor
will execute the work in accordance with the terms of this Agreement and will pay all lawful
claims.
1.11 Remodeling and Home Repairs Waste: Materials accumulated by the
homeowner or tenant during the course of a self-performed improvement project at a single
family residence, prepared in lengths not to exceed five (5) feet or forty (40) pounds in weight.
1.12 Request for Proposals: City of Ocoee Request for Proposals (RFP) No.
01-001, art B,1 Residential Yard Waste and Bulky Waste Collection and Disposal.
1.13 Residential Service: The waste collection service provided to persons
occupying single family residences who are not receiving commercial service.
1.14 Single Family Residence: A detached building designed for or occupied
exclusively by one family. For the purposes of this Agreement, each dwelling unit within a
townhouse or duplex is considered a single family residence.
1.15 Solid Waste Disposal Facility: Any solid waste management facility
which is the final resting place for solid waste, including landfills and incineration facilities that
produce ash from the process of incinerating municipal solid waste.
1.16 Special Pick-Ups: The collection of bulky and special waste from
residential customers and other pick-ups requested by the customer or the City which are not
part of the Contractor's scheduled pick-up of yard waste or the City's pick-up of garbage.
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1.17 Special Waste: Solid wastes that can require special handling and
management including, but not limited to, asbestos, car parts, whole tires, used tires, used oil,
lead-acid batteries, roofing materials, and biological wastes.
1.18 Specifications: Directions, provisions, and requirements contained in
the Request for Proposals, together with any written contract made or to be made setting out or
relating to the methods and manner for the work to be carried out.
1.19 Waste Regulations: Regulations prescribed by the City together with
such administrative rules, regulations, and procedures as may from time to time be established
by the City for the purpose of carrying out or making effective the provisions of this
Agreement.
1.20 White Goods: Inoperative and discarded refrigerators, ranges, water
heaters, freezers, small air conditioning units, and other similar domestic and commercial large
appliances.
1.21 Yard Waste: Any and all accumulations of grass, palm fronds, leaves,
branches, shrubs, vines, trees, tree stumps, and other similar items generated by the
maintenance of lawns, shrubs, gardens, and trees and cardboard boxes and packing materials
(broken down). Waste generated by tree surgeons or contract landscapers or lawn maintenance
services is not Yard Waste. The City does not enforce any limits on the amount or size of
these materials.
1.22 Yard Waste - Bulk: Large cuttings or vegetative and wood matter
which are part of normal yard maintenance which cannot be cut by the customer for placement
in a container, bag, or bundle due to the material exceeding the weight and size restrictions for
Regular Yard Waste. Bulk yard waste shall be of a type as to be readily handled by the
mechanical equipment of the Contractor. Bulk yard waste does not include any form or matter
or debris resulting from tree removal, land clearing, land development, building demolition or
home improvement.
1.23 Yard Waste - Regular: Vegetative matter resulting from yard and
landscaping maintenance, including materials such as tree and shrub trimmings, grass
clippings, palm fronds, or small tree branches and cardboard boxes and packing materials
(broken down). Such waste shall typically be bundled by the customer or placed in containers
which are susceptible to normal loading and collection by Contractor as other residential solid
waste. The City does not enforce any limits on amount or size of these materials.
Section 2. TERM
2.1 The initial term of this Agreement shall be for the period beginning on {3une
}} 1=September 41, 2001, and ending {A4ay} 1Aueustj 31, 2006, subject to the option of the City
to extend as set forth below.
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2.2 The City shall have the option, at its sole discretion, to extend and renew
this Agreement for one additional two-year term by giving written notice to the Contractor of
renewal at least sixty (60) days prior to the end of the initial term and in the event the City
elects such option the term of this Agreement shall end on r" j gust] 31, 2008.
Section 3. SERVICES TO BE PERFORMED BY THE CONTRACTOR
3.1 Description of Work: The Contractor shall collect all yard waste (regular
and bulk) from all single-family residences within the corporate limits of the City, in
accordance with the pick-up schedules established pursuant to this Agreement. 'fhe Contractor
shall also conduct special pick-ups and pick-ups for the biannual clean-up, all as required by
this Agreement. The Contractor shall not collect hazardous waste. The Contractor shall, at
Contractor's expense, transport all yard waste (regular and bulk) and bulky waste and any
other materials collected pursuant to this Agreement to a properly licensed Solid Waste
Disposal Facility.
3.2 Preparation of Yard Waste and Frequency of Collection: The Contractor
shall pick up all yard waste generated by single family residences which has been properly
prepared and stored for collection. The Contractor is not responsible for picking up yard
waste placed in ninety-six (96) gallon garbage containers provided to residents by the City.
The proper preparation/storage of yard waste and the frequency of collection shall be as
follows:
A. Yard Waste - Regular will be placed by the customer adjacent to
the pavement or traveled way of the street in containers or
bundles. Palm fronds and bulky tree debris from trees on the
swales shall be picked up as is. Yard Waste - Regular shall be
collected at least one day per week on the scheduled pick-up day
of each week as set forth in the Yard Waste Collection Schedule
attached hereto as Exhibit `B" and by this reference made a part
hereof(the "Yard Waste Collection Schedule").
B. Non-containerized Yard Waste and Yard Waste - Bulk will be
collected by the Contractor on a scheduled basis at no additional
charge in accordance with the Yard Waste Collection Schedule.
Such service shall be provided weekly. In the event of a dispute
between the Contractor and a customer as to what constitutes
Yard Waste-Bulk the situation will be reviewed and decided by
the City Manager or his authorized representative, whose
decision shall be final and binding on the Contractor.
3.3 Special Pick-Ups. Special pick-ups will be collected weekly by the
Contractor after the Contractor receives notification from the City. The pick-up of special
waste shall always be considered to be a special pick-up.
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3.4No Collection from Multi-Family Dwelling Units or Other Commercial
Accounts. The Contractor shall not make collections from multi-family dwelling units or other
commercial accounts. Buildings containing over four (4) dwelling units are classified as
commercial accounts unless service of a different nature is approved by the City Manager and
the Contractor is advised on such approval.
3.5 Hours of Collection: Collection shall begin no earlier than 7:00 AM and
shall cease no later than one half hour after sundown, provided that in the event of an
emergency or unforeseen circumstances, collection may be permitted at a time not allowed by
this paragraph, following approval by the City Manager.
3.6 Point of Pick-up of Yard Waste: Collection of yard waste shall he at
curbside.
3.7Method of Collection of Yard Waste: The Contractor shall make
collections with a minimum of noise and disturbance to the householder. Any yard, bulky or
special waste spilled by the Contractor shall be cleaned up immediately by the Contractor at its
sole cost and expense. In the event that the Contractor fails to promptly clean up any spillage,
the City may do so and all costs incurred by the City shall be deducted from compensation due
the Contractor. Garbage receptacles shall be handled carefully by the Contractor and shall not
be bent or otherwise abused. Containers shall be thoroughly emptied by the Contractor and
then left at the proper point of collection. Plastic cans shall be inverted with covers placed
topside up on the ground next to the container. Any type receptacle found in a rack, cart, or
enclosure of any kind shall be turned upright to such rack, cart, or enclosure with lids placed
securely and properly on the top of said receptacles.
Section 4. BIANNUAL CLEAN-UPS BY CITY
A spring and fall clean-up will be scheduled by the City for all single-family
residences. Such biannual clean-ups shall be performed on a Saturday in April and November,
with specific dates to be announced by the City. The purpose of the biannual clean-ups is to
collect all bulky waste. Hazardous waste, yard waste and special waste are not included in the
biannual cleanup. The Contractor shall collect and dispose of all such bulky waste collected
during the biannual cleanup at no additional charge to the City or the customer.
Section 5. CONTRACTOR'S EMPLOYEE'S AND EQUIPMENT
5.1 Contractor's Officer(s): The Contractor shall assign a qualified person or
persons to be in charge of the operations within the City. The Contractor shall give the
name(s) of the person(s) to the City. Information regarding the person's experience and
qualifications shall also be furnished. Supervisory employees must be available for
consultation with City staff within a reasonable and practicable time after notification of a
request for such consultation. The supervisor(s) shall operate a vehicle which provides mobile
communication for immediate contact with City staff.
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5.2 Conduct of Employees: The Contractor shall see to it that their employees
serve the public in a courteous, helpful, and impartial manner. Contractor's collection
employees will be required to follow the regular walk for pedestrians while on private
property. No trespassing by employees will be permitted, nor crossing property of
neighboring premises unless residents or owners of both such properties shall have given
permission. Care shall be taken to prevent damage to property including cans, carts, racks,
trees, shrubs, flowers, and other plants.
5.3 Employee Uniform Regulations: The Contractor's collection employees
shall wear during working hours a uniform or shirt bearing the company's name. Lettering
stitched on or identifying patches permanently attached to uniform shirts and jackets will be
acceptable. The Contractor shall keep a record of employees' names and numbers assigned.
5.4 Compliance with State, Federal, and Municipal Law: The Contractor
shall comply with all applicable City, State, and Federal laws now or hereafter in effect
relating to wages, hours, and all other applicable laws relating to the employment or protection
of employees.
5.5 Fair Labor Standards Act: The Contractor is required and hereby agrees
by execution of this Agreement to pay all employees not less than the Federal minimum wage
and to abide by other applicable requirements as established by the Congress of the United
States in the Fair Labor Standards Act, as amended from time to time.
5.6Driver's License: Each vehicle operator shall, at all times, carry a valid
Florida driver's license for the type of vehicle that is being driven.
5.7 Safety Training: The Contractor shall provide operating and safety training
for all employees.
5.8Non-Discrimination: No person shall be denied employment by the
Contractor for reasons of race, sex, national origin, sexual orientation, creed, age, physical
handicap, or religion.
5.9 Equipment: The Contractor shall have on hand at all times and in good
working order such equipment as shall permit the Contractor to adequately and efficiently
perform its contractual duties. Equipment shall be obtained from nationally known and
recognized manufacturers of garbage collection and disposal equipment. Collection vehicles
shall be of the enclosed loader packer type or other vehicle designed to allow for efficient
collection of yard waste. The equipment shall be kept in good repair, appearance, and in a
sanitary and clean condition at all times. Vehicles used shall be marked with the name of the
Contractor, business telephone number and the number of the vehicle in letters not less than
five (5) inches high on each side of the vehicle. All replacement and additional vehicles shall
be new equipment unless otherwise agreed by the City. The Contractor shall have available
reserve equipment which can be put into service within two (2) hours of any breakdown. Such
reserve equipment shall correspond in size and capacity to the equipment used by the
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Contractor to perform its contractual duties. A list of the Contractor's equipment shall be
given to the City at the time of each annual audit or upon reasonable request.
Section 6. ROUTES AND SCHEDULES
6.1 Contractor shall provide the City with schedules and collection routes and
shall keep such information current at all times. The Yard Waste Collection Schedule shall not
he changed or modified without the approval of the City, which approval may be granted or
withheld in the City's sole discretion. Contractor shall notify the City at least sixty (60) days
prior to any change in collection schedules or routes; provided, however, that the City
Manager or his authorized representatives may agree to any such changes on shorter notice.
The City shall then be responsible, at City's expense, to notify each customer prior to any
change in Yard Waste Collection Schedule which alters the day of collection.
6.2 Within ninety (90) days from the Effective Date the Contractor shall submit
to the City a revised Yard Waste Collection Schedule which shall provide for the pick-up of all
yard waste within the City on a 4-day a week ((Monday. Tuesday, Wednesday and Thursday]
rather than 5-day a week schedule. The revised 4-day a week Yard Waste Collection Schedule
will be subject to the review and approval of the City, which approval will not unreasonably be
withheld. Following the City's approval of the revised 4-day a week Yard Waste Collection
Schedule, the City and Contractor will coordinate a schedule for the implementation of such
revised Yard Waste Collection Schedule which will be designed to assure timely notice of such
changes to all affected customers.
6.3 Any changes to the Yard Waste Collection Schedule shall be approved by
the City Manager or his authorized representative and shall not require an amendment to this
Agreement.
Section 7. CONTRACTOR'S OFFICE
The Contractor shall provide, at its expense, a suitable office located within or
in close proximity to Orange County, open between 8:00 AM to 5:00 PM, Monday through
Friday, with a local telephone number available for the City where complaints shall be
received, logged, and handled during normal working hours of each week and shall provide for
prompt handling of emergency complaints and all other special or emergency complaints or
calls that are referred by the City. The Contractor shall provide an after hours emergency
telephone number.
Section S. PAYMENT AND BILLING
8.1 Notification to Customers: The City shall be responsible for billing and
collection of all fees and charges payable by customers for services rendered by the Contractor
pursuant to this Agreement. The City shall be responsible for direct contact with the
customers.
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8.2 Compensation: The City shall pay the Contractor for the performance of the
work under this Agreement the sums due based on the unit prices as listed on the Rate
Schedule, as set forth in Exhibit "A" attached hereto and by this reference made a part hereof,
multiplied by the number of units as determined by the City on a month to month basis in
accordance with Section (0) 18.41 below, except for special pick-ups which will be a pass
through to the Contractor, subject to any conditions or deductions as provided under this
Agreement. Contractor's unit price for collections, as shown on the Rate Schedule, shall
include all disposal costs. Contractor shall submit an invoice to the City by the 10th of each
month for services rendered during the preceding month which should include monthly tonnage
identified by category or type. Payment will be made to the Contractor within thirty days of
receipt and approval of the invoice by the City.
8.3 Special Pick-Up Compensation: Special pick-ups are collected weekly by
the Contractor and the additional charge is added to the monthly bill of the Customer. Charges
are determined by the amount collected. Appliances (including water heaters) are charged at
$10.00 each, box springs and mattresses are $15.00 per set. Other Bulky Waste and other
bulk items such as large limbs, building materials, carpet and foam backing, automobile parts,
clothes, grills, furniture, toys, yard furniture, car tires, mowers, etc., are priced according to
volume. Special pick-ups will be charged in accordance with the following schedule: (i)
Minimum charge: $20.00; (ii) one-half (1/2) twelve yard truckload: $60.00; and (iii) one (1)
twelve yard truckload: $80.00. The Contractor will, upon request, provide the City and/or
customer with an estimate of the special pick-up cost prior to collection. When a special pick-
up is made, the driver will notify the office, take a picture of the items being collected, and
proceed to pick up the items. On a weekly basis, the Contractor will provide the City with a
written report regarding any special pick-ups and the cost to be charged to each customer for
such pick-ups. Each such report shall contain sufficient information for the City to bill the
customer for such special pick-up.
8.4 Billing Procedures: On the first day of each month, the number of units for
collection shall be adjusted to correspond with the occupancy of existing or new buildings and
the demolition of old buildings. The adjustment made on the first day of each month shall be
for buildings either occupied or demolished during the second month preceding the adjustment;
for example, any change which is made on June 1st of any year will be for buildings occupied
or demolished in April of the subject year. Any existing unit shall be considered unoccupied
whenever the City has temporarily terminated water service, at the customer's request only.
Any new unit shall be considered to be occupied when a certificate of occupancy has been
issued and water service has been provided to the unit's occupant(s). Proof of demolition shall
be demolition permits issued by the Building Department (Protective Inspections). The
adjustments will be based on unit costs set forth on the Rate Schedule. The City will notify the
Contractor of any existing unit that is considered unoccupied and of any new unit that is
considered to be occupied.
8.5 Adjustments in Disposal Cost: The parties acknowledge that the unit price
set forth in the Rate Schedule is based on the current tipping fee schedule of Orange County
Landfill; however, it is recognized that, from time to time, the actual cost charged to the
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Contractor by a disposal agency for disposal of waste at the disposal site may change. .In the
event of a change in the tipping fee at the Orange County Landfill, the Contractor may request,
and the City upon submission of sufficient proof of such change and an adverse financial
impact on the Contractor's operations under this Agreement, shall grant such increase in
contract price for the disposal cost as will compensate for the actual change of disposal cost to
the Contractor. Decreases in disposal cost at the Orange County Landfill shall be cause for a
like decrease in contract price and the City may under such circumstances decrease the contract
price upon demonstrating that the Contractor's disposal costs have decreased. The foregoing
shall apply without regard as to whether or not the Contractor utilizes the Orange County
Landfill for disposal of wastes collected under this Agreement.
8.6 Changes to Waste Regulations: The City will advise the Contractor in the
event it adopts any new Waste Regulations. In the event the City adopts any new Waste
Regulation which the Contractor believes will adversely and materially impact the Contractor's
cost of performance under this Agreement, then the Contractor shall so notify the City
regarding such new Waste Regulation and document the impact on Contractor. The City shall
consider any such request in good faith and in response thereto may, in the City's discretion
reasonably exercised, elect to (i) repeal or amend the new Waste Regulation, (ii) adjust the
Rate Schedule or other charges hereunder to eliminate the adverse and material impact, or (iii)
advise Contractor that it has reviewed the information submitted and determined that there is
no adverse and material impact sufficiently documented to the City.
Section 9. PERFORMANCE OF AGREEMENT
9.1 The Contractor's performance of this Agreement shall be supervised by the
City Manager or his authorized representative. If at any time during the term of this
Agreement, performance is considered unsatisfactory to the City Manager or his authorized
representative, the Contractor shall increase the work force, tools, and equipment as needed to
properly perform this Agreement. The failure of the City Manager or his authorized
representative to give such notification shall not relieve the Contractor of his obligation to
perform the work at the time and in the manner specified by this Agreement.
9.2 The Contractor shall furnish the City Manager or his authorized
representative with every reasonable opportunity for ascertaining whether or not the work, as
performed, is in accordance with the requirements of this Agreement.
9.3 The City Manager or his authorized representative may appoint qualified
persons to inspect the Contractor's operation and equipment at any reasonable time and the
Contractor shall admit authorized representatives of the City to make such inspections at any
reasonable time and place.
9.4 The failure of the City at any time to require performance by the Contractor
of any provision hereof shall in no way affect the right of the City thereafter to enforce same;
nor shall waiver by the City of any breach of provisions hereof be taken or held to be a waiver
of any succeeding breach of such provision or as a waiver of any provision itself.
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Section 10. COOPERATION/COORDINATION -
10.1 The City and its authorized representatives shall be permitted free access
for the inspection of all work, equipment, and facilities of Contractor.
10.2 The Contractor shall cooperate with authorized representatives of the
City in every reasonable way in order to facilitate the progress of the work contemplated under
this Agreement. The Contractor shall have at all times a competent and reliable English-
speaking (anglophone) representative on duty authorized to receive orders and to act in the case
of the Contractor's absence.
Section 11. COMPLAINTS AND COMPLAINT RESOLUTION
11.1 Complaints: All citizen complaints shall be directed or referred to the
City who will contact the Contractor for resolution of the situation. The Contractor shall
prepare, in accordance with the format approved by the City, and maintain a register of all
complaints forwarded by the City and indicate the disposition of each complaint. Such record
shall be available for City inspection at all times during business hours. The form shall
indicate the day and time the complaint was received and the day and time it was resolved. All
complaints shall be resolved within a 24 hour period, except when a complaint is received after
12:00 noon on the day preceding a holiday or on a Saturday, in which cases the complaint shall
be resolved no later than the next working day. A monthly listing of all the complaints filed
and their disposition shall he provided to the City Manger or his authorized representative on a
monthly basis. Legitimacy of challenged complaints shall be determined on the basis of a joint
inspection by the City Manager or his authorized representative and representative of the
Contractor. Disputes that cannot be resolved by the Contractor shall be referred to the City
Manager or his authorized representative whose decision shall be final and binding on the
Contractor and the City.
11.2 Disputes about Collection of Certain Items: It is recognized that
disputes may arise between the City and Contractor with regard to the collection of certain
items due to disputes over the specific language of this Agreement. The City Manager or his
authorized representative may from time to time notify the Contractor by telephone to remove
all such waste. Should the Contractor fail to remove the waste within twenty-four (24) hours
from the time of notification, the City may do so, and all costs incurred by the City shall be
deducted from compensation due the Contractor. If it is subsequently determined that disputed
waste did not conform to Agreement specifications, the Contractor shall be entitled to
reimbursement of the deduction.
Section 12. SUBCONTRACTORS
Subcontractors will not be permitted under the terms of this Agreement.
Section 13. INSURANCE
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13.1 The Contractor shall be responsible for its work and every part thereof,
and for all materials, tools, appliances and property of every description, used in connection
with the performance of this Agreement. The Contractor shall specifically and distinctly
assume, and does so assume, all risks of damage or injury to property or persons used or
employed on or in connection with the work and of all damage or injury to any person or
property wherever located, resulting from any action or operation under this Agreement or in
connection with the work. It is understood and agreed that at all times the Contractor is acting
as an independent contractor.
13.2 The Contractor, at all times during the term of this Agreement, including
extra work in connection with this Agreement, shall meet the following requirements:
A. Maintain Worker's Compensation and Employer's Liability
Insurance to meet the statutory requirements of the State of
Florida.
B. Maintain Commercial General Liability Insurance in the amount
of no less than $1,000,000 per occurrence to protect the
Contractor and the City against all risks of injury to persons
(including death) or damage to property wherever located
resulting from any action or operation under this Agreement or in
connection with the work. This policy is to provide coverage for
premises/operations, independent contractor, broad form property
damage, products completed operations and contractual liability.
C. Maintain Automobile Liability Insurance, including Property
Damage covering all owned, non-owned or hired automobiles and
equipment used in connection with the work.
D. Maintain any additional coverage required by the City.
E. Name the City as an additional insured on all liability policies
required by this Agreement. When naming the City as an
additional insured, the insurance companies shall agree and will
endorse the policies to state that the City will not be liable for the
payment of any premiums or assessments.
F. No change or cancellation in insurance shall be made without
thirty (30) days written notice to the City.
G. All insurance policies shall be issued by companies authorized to
do business under the laws of the State of Florida, and those
companies must have a rating of at least B+:VI or better per
Best's Key Rating Guide, latest edition.
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H. Original signed Certificates of Insurance, evidencing such
coverage and endorsements as required herein, shall be filed with
and approved by the City before work is started. The certificate
must state the Proposal Number and Title. Upon expiration of
the required insurance, the Contractor must submit updated
certificates of insurance during the term of this Agreement.
1. It is understood and agreed that all policies of insurance provided
by the Contractor are primary coverage to any insurance or self-
insurance the City possesses that may apply to a loss resulting
from the work performed under this Agreement.
13.3 The liability insurance coverage shall extend to and include the following
contractual indemnity and hold harmless contract:
"The Contractor hereby agrees to indemnify and hold harmless
the City of Ocoee, its officers, agents, and employees from all
claims for bodily injuries to the public in and up to the amount of
$1,000,000 for each occurrence and for all damages to the
property of others in and up to the amount of$1,000,000 for each
occurrence per the insurance requirement under the specifications
including costs of investigation, all expenses of litigation,
including reasonable attorney fees and the cost of appeals arising
out of any such claims or suits arising out of any and all acts or
omissions by the Contractor, its agents, servants, or employees,
or through the mere existence of the project under contract."
The foregoing indemnity contract shall apply to any and all claims and suits other than claims
and suits arising out of the sole and exclusive negligence of the City, its officers, agents, and
employees, as determined by a court of competent jurisdiction. The foregoing shall not be
construed as a limitation on the liability of the Contractor, but merely as a statement related to
insurance coverage with respect to such indemnity. In addition:
A. The Contractor will notify its insurance agent without delay of the
existence of the Hold Harmless Contract contained within this
Agreement, and furnish a copy of the Hold Harmless Contract to
the insurance agent and carrier.
B. The Contractor will obtain and maintain contractual liability
insurance in adequate limits for the sole purpose of protecting the
City under the Hold Harmless Contract from any and all claims
arising out of contractual operations.
13.4 All policies issued to cover the insurance requirements herein shall
provide full coverage from the first dollar of exposure and shall he made available to the City
upon request to the Contractor. No deductibles will be allowed in any policies issued on this
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Agreement unless specific safeguards have been established to assure an adequate fund for
payment of deductibles by the insured and approved by the City.
13.5 Compliance by the Contractor with the foregoing requirements as to
carrying insurance and furnishing copies of the insurance policies shall not relieve the
Contractor of its liabilities and obligations under any section or provision of this Agreement or
under applicable law.
13.6 Insurance coverage required shall be in force throughout the term of this
Agreement. Should the Contractor fail to provide acceptable evidence of current insurance
within seven (7) days of receipt of written notice at any time during the term, the City shall
have the right to consider this Agreement breached and declare a default by the Contractor.
13.7 If the Contractor does not meet the insurance requirements of this
Agreement, alternate insurance coverage, satisfactory to the City, may be considered.
Section 14. DEFAULT
14.1 In the event that:
A. The Contractor shall fail to keep, perform and observe each and
every promise, covenant and agreement set forth in this
Agreement applicable to the Contractor, and such failure shall
continue for a period of more than five (5) days after delivery by
the City to the Contractor of a written notice of such breach or
default;
B. The Contractor's occupational or business licenses shall terminate
for any reason;
C. The Contractor shall become insolvent, or shall take the benefit
of any present or future insolvencies statutes, or shall make a
general assignment for the benefit of creditors, or file a voluntary
petition in bankruptcy or petition or answer seeking an
arrangement for its reorganization, or the readjustment of its
indebtedness under the Federal Bankruptcy Laws, or under any
other law or statute of the United States or any state thereof, or
shall consent to the appointment of a receiver, trustee, or
liquidator of all or substantially all of its property;
D. The Contractor shall have a petition under any part of the Federal
Bankruptcy Laws, or an action under any present or future
insolvency laws or statute, filed against it, which petition is not
dismissed within three (3) days after the filing thereof; or
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E. Any information contained in the Contractor's response-to the
Request for Proposal shall prove to be incorrect or false in any
material respect.
then in any of such events, the City, in its discretion, shall have the right to: (I) Seek specific
performance of this Agreement, or (II) Terminate this Agreement for default, which
termination may be effective twenty-four (24) hours after written notice of such termination is
given to the Contractor, and/or (III) Pursue each other actions and remedies as may be
permitted by law, including an action for actual damages incurred or suffered by the City. In
the event the City elects to terminate this Agreement, then the City may, at its option, delay the
effective date of termination for default until the first day of the month following the date on
which written notice of such termination is given the Contractor. The City shall specify the
termination date on its written notice of termination. In the event of a default by the
Contractor, the City may reasonably withhold payment to the Contractor for the purposes of a
set-off until such time as the exact amount of damages due the City from the Contractor is
determined.
14.2 In the event that the City shall fail to keep, perform, and observe each
and every promise, covenant and agreement set forth in this Agreement applicable to the City,
and such failure shall continue for a period of more than thirty (30) days after delivery to the
City of a written notice of such breach or default, then the Contractor may, as its sole and
exclusive remedy, seek specific performance of this Agreement. It is expressly agreed that the
Contractor shall not be entitled to terminate this Agreement or seek damages against the City in
the event of a default by the City.
14.3 In the event that a dispute arises between the City and the Contractor, or
any interested party, in any way relating to this Agreement, the Contractor shall continue to
render service in full compliance with all terms and conditions of this Agreement regardless of
the nature of the dispute. The Contractor shall be liable to the City for all costs reasonably
incurred in providing collection and disposal service should the Contractor fail to provide such
services.
14.4 Upon termination of this Agreement or the expiration of the term hereof,
the Contractor shall cooperate with the City in order to insure an orderly transition of all Yard
and Bulky Waste Collection accounts to such new contractor(s) as may be designated by the
City.
Section 15. PERFORMANCE BOND CONDITIONS
15.1 The Contractor shall, without expense to the City, furnish a performance
bond in the form acceptable to the City as security for the performance of this Agreement.
Said performance bond will be one hundred percent (100%) of this Agreement amount as
calculated at award (said amount being $ ) and adjusted yearly on the anniversary
date of this Agreement. All premiums for the performance bond described above shall be paid
by the Contractor. This performance bond shall be written by a surety company licensed to do
business in the State of Florida.
15
006.225891.1
15.2 The Surety shall be a company or companies satisfactory to the City.
Any surety shall be required to have a resident agent in the State of Florida and shall be duly
licensed to conduct business therein. The requirements of Florida resident agent may be
waived by the City if evidence satisfactory to the City is provided that applicable requirements
have been met to permit service of process on a State official under State law.
Section 16. BOOKS AND RECORDS
16.1 The Contractor shall keep complete books and records at its place of
business, setting forth a true and accurate account of all business transactions arising out of or
in connection with this Agreement, including but not limited to a complete customer account
listing and a record of all amounts received for services performed under this Agreement, all in
accordance with good business practices and generally accepted accounting principles. The
City shall have the right to have access to and inspect and copy the contents of said books and
records during normal business hours. Upon thirty (30) days written request from the City,
the Contractor shall provide the City with a complete customer account listing and a record of
all amounts received during the prior twelve (12) months.
16.2 The Contractor shall annually submit to the City an audited financial
statement with respect to all business transactions arising out of or in connection with this
Agreement, which shall have been prepared by an independent certified public accountant
reasonably acceptable to the City. Each such audited financial statement shall be based on the
City's fiscal year of October 1 to September 30 and shall be submitted to the City on or before
November 15 of each year except that the last such audit shall be submitted within sixty (60)
days after the termination of this Agreement.
Section 17. ASSIGNMENT
This Agreement and the rights and privileges thereunder shall not be assigned or
otherwise transferred by Contractor except with the express written approval of the City. The
City reserves the right in its sole and absolute discretion to approve or disapprove any such
requested assignment or transfer of this Agreement. The City may require that any proposed
assignee submit similar documentation to that provided by the Contractor at the time of award
of this Agreement. No assignment or transfer shall be effective until the assignee or transferee
has executed with the City an "Agreement of Acceptance," subject to approval by the City,
evidencing that the assignee or transferee accepts the assignment or transfer subject to all of the
terms, conditions and limitations imposed herein. Any such assignment or transfer shall be in
form and content subject to the approval of the City.
Section 18. INDEMNIFICATION
The Contractor shall indemnify, defend and hold completely harmless the City,
its elected representatives, officers, employees and agents of each, from and against any and all
liabilities, losses, suits, claims, demands, judgments, fines, damages, costs and expenses
(including all costs for investigation and defense thereof, including, but not limited to court
costs, expert fees and reasonable attorneys fees and paralegal fees and attorneys and paralegal
16
00225891.1 6
fees on appeal) which may be incurred by, charged to or recovered from any of the foregoing
(i) by reason or on account of damage to or destruction of any property of the City, or any
property of, injury to or death of any person resulting from or arising out of the performance
under this Agreement, or the acts or omissions of Contractor, its officers, agents, employees,
licensees or invitees, regardless of where the damage, destruction, injury or death occurred,
unless such liability, loss, suit, claim, demand, judgment, fine, damage, cost or expense was
proximately caused solely by City's negligence or by the joint negligence of City and any
person other than Contractor or Contractor's officers, agents, employees, licensees or invitees,
or (ii) arising out of the failure of Contractor to keep, observe or perform any of the covenants
or agreements herein to be kept, observed or performed by Contractor. City agrees to give
Contractor reasonable notice of any suit or claim for which indemnification will he sought
hereunder, to allow Contractor or its insurer to compromise and defend the same to the extent
of its interests and to reasonably cooperate with the defense of any such suit or claim. The
provisions of this section shall survive the expiration or earlier termination of the term of this
Agreement with respect to any acts or omissions occurring during the term of this Agreement.
Section 19. SEVERABILITY
If any part, section, subsection, or other portion of this Agreement is declared
void, unconstitutional, invalid for any reason, such part, section, subsection or other portion,
or the prescribed applications 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 the Contractor 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.
Section 20. ATTORNEYS' FEES
In the event that either party finds it necessary to commence an action against
the other party to enforce any provisions of this Agreement or because of a breach by the other
party of any of the terms hereof, the prevailing party shall be entitled to recover from the other
party its reasonable attorneys' fees, paralegal fees and costs incurred in connection therewith,
at both trial and appellate levels, including bankruptcy proceedings and the right to such
reasonable attorneys' fees, paralegal fees, and costs shall be deemed to have accrued from the
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment.
Section 21. NOTICES
All notices and approvals which any party shall be required or shall desire to
make or give under this Agreement shall be in writing and shall be made or given (i) by
certified mail, postage prepaid, return receipt required, (ii) by hand delivery to named
individuals representing the party to be notified, or (iii) by private parcel, next day (delivery
service). Notices, including notice of a change of address or telephone number, shall be
17
006.225891.1
addressed or transmitted to the addressees set forth below, or that a party may otherwise
designate in the manner prescribed herein:
As to the City: City of Ocoee
150 North Lakeshore Drive
Ocoee, Florida 34761
Attention: City Manager
Phone: (407) 656-2322
with a copy to: Director of Public Works
City of Ocoee
150 North Lakeshore Drive
Ocoee, Florida 34761
[Attention: Director of Public Works
Phone: (407) 905-3100 ext. 6001
As to Contractor:
)jSuperior Waste Services of Florida_ Inc.
1964 South Oran egBlossom Trail
Apo , Florida 32703
Attention: Charles Wilson,
Municipal Manage rof Florida
Phone_ (407) 464-06641
Notices and approvals given or made as aforesaid shall be deemed to have been given and
received on the date of actual receipt.
Section 22. REQUEST FOR PROPOSALS
22.1 Warranty: The City has been induced by the Contractor to award this
Agreement to Contractor and to enter into this Agreement by the Contractor's submittal of that
certain response (dated March 7. 20011 to the Request for Proposals
February 1, 2001,1 and being incorporated herein by reference and made a part of this
Agreement. The Contractor warrants and represents to the City that the information submitted
in said response to Request for Proposals remains true and correct as of the date hereof and
acknowledges that the City is materially relying on the information submitted in said response.
Section 23. MISCELLANEOUS
23.1 Time of the Essence: Time is of the essence with respect to all matters
set forth in this Agreement.
18
006.225891.1
23.2 Contractor Not an Agent: The Contractor is not, and shall not for any
purpose be, the agent of die City and shall have no power or authority to bind the City in any
manner whatsoever. The Contractor is and shall at all times be an independent contractor.
23.3 Compliance with Laws: The Contractor shall, at Contractor's expense,
comply with all laws, statutes, ordinances, rules and regulations which may from time-to-time
be adopted by governmental authority which affect the Contractor's performance under this
Agreement; provided, however, that the Contractor may request an adjustment to the Rate
Schedule based upon changes in the City's Waste Regulations as provided in Section 7.6
hereof.
23.4 Entire Agreement: This Agreement embodies and constitutes the entire
understandings of the parties with respect to the matters contemplated herein, and all prior or
contemporaneous agreements, understandings, representations, and statements, oral or written
are merged into this Agreement. Neither this Agreement nor any provisions hereof may be
waived, modified, amended, discharged, or terminated except by an instrument in writing
signed by the party against whom the enforcement of such waiver, modification, amendment,
discharge, or termination is sought, and then only to the extent set forth in such instrument.
23.5 Governing Law: It is stipulated and agreed between the parties that this
Agreement shall be interpreted and construed in accordance with the laws of the State of
Florida and any trial or other proceeding with respect to this Agreement shall take place in the
State of Florida with a venue in Orange County, Florida.
23.6 Captions: Captions of the section and subsections of this Agreement are
for the convenience and reference only, and the words contained therein shall in no way be
held to explain, modify, amplify or aid in the interpretation, construction or meaning of the
provisions of this Agreement.
23.7 Counterparts: This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the CITY OF OCOEE has caused this Agreement
to be executed by its Mayor and attested by its City Clerk, and caused its seal to be hereto
affixed; and the said Contractor has caused this Agreement to be executed in its name by
, its , and caused the seal
of said corporation to be hereunto affixed, all as of the day and year first above written.
19
006 225891.1
CONTRACTOR:
SUPERIOR WASTE SERVICES OF
FLORIDA, INC.
a Florida_corRoratton
[Prin_t_Name_
Bvj
Name:
Print Name: Title:
(Seal)
I
Signed, sealed and delivered CITY OF OCOEE,
in the presence of: a Florida municipal corporation
By:
Print Name: S. Scott Vandergrift, Mayor
Attest:
Prim Name: Jean Grafton, City Clerk
(Seal)
{Print Name:
Print Name:
CONTRACTOR:
, a corporation
Name:
Title:
( )
20
006 225891.1
4 -
FOR USE AND RELIANCE ONLY [
[BY THE CITY OF OCOEE, FLORIDA.
APPROVED AS TO FORM
]AND LEGALITY this day of APPROVED BY THE OCOEE CITY
{ ,2001} COMMISSION AT A MEETING HELD
LAugust ,2001]. ON { - j[AUGUST
] UNDER AGENDA
FOLEY & LARDNER ITEM NO.
By:
City Attorney
21
006 225891.1
EXHIBIT "A"
RATE SCHEDULE
{(I)}
Based on a (five (5)) )four (4)1-day a week Yard Waste Collection Schedule:
( )
Di.ONE AND 68/100 DOLLARS ($1.6$ j per month per dwelling unit for single
family residences), townhouses. and du lei xes.j
((II) Based on a four (9) day a week Yard Waste Collection Schedule:
per month per dwelling unit for single
family residences.} j}L ONE AND 68/100 DOLLARS _($1.68)_per month
oer multi-family dwellintunit (4 units or less))
22
006225891.1
EXHIBIT "B"
YARD WASTE COLLECTION SCHEDULE
23
006.225891.1
REVISION LIST
The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the
old and the new documents.
[1:2 1:2] Changed "PROPOSED RESIDENTIAL" to "RESIDENTIAL"
[1:4 1:4] Changed "JUNE " to "AUGUST "
[2:7 2:7] Changed "7" to "8"
[2:11 2:11] Changed "COOPERATION/COORDINATION 10" to
"COOPERATION/COORDINATION 11"
[2:23 2:23] Changed "PROPOSALS. 18" to "PROPOSALS 18"
[3:1 3:1] Changed "PROPOSED RESIDENTIAL" to "RESIDENTIAL"
[3:2 3:2] Changed "June" to "August"
[3:2 3:2] Changed " a corporation " to
"SUPERIOR WASTE ... corporation "
[3:3 3:3] Add Para "WITNESSETH"
[3:3 3:4] Changed "#01-001;" to "#01-001, Part B (the "RFP");"
[3:4 3:5] Changed "to the Request for Proposals " to "dated March ... to the RFP "
[4:7 4:8] Changed "01-001, Residential" to "01-001, Part B, Residential"
[5:8 5:9] Changed "June I" to "September 4"
[5:8 5:9] Changed "May " to "August "
[5:9 6:1] Changed "May " to "August "
[9:1 9:3] Changed "week rather" to "week (Monday, ... Thursday) rather"
[9:7 10:1] Changed "0 " to "8.4 "
[19:10 19:10] Add Para "Attention: Director of Public Works"
[19:11 19:12] Changed " to "Superior Waste ...
Florida, Inc."
[19:12 19:13] Del Paras "
[19:16 19:13] Add Paras "1964 South Orange ... (407)464-0664"
[19:17 19:19] Changed "PROPOSALS." to "PROPOSALS"
[19:18 19:20] Changed "certain response to the" to "certain response ... 2001 to the"
[19:18 19:20] Changed "Proposals ... 2001, and" to "Proposals and"
[21:1 22:1] Add Paras"Print Name: ... "
[21:14 22:24] Del Paras "Print Name: .. "
[21:25 22:28] Changed ,2001" to "August ,2001"
[21:30 22:33] Changed " " to "AUGUST
[22:2 23:2] Changed "(I) Based" to "Based"
[22:2 23:2] Changed "five (5)" to "four (4)"
[22:3 23:3] Changed " " to "A. ONE AND ...
DOLLARS ($1.68) "
[22:3 23:3] Changed "." to ",townhouses, and duplexes."
[22:4 23:4] Del Para "(II) Based on a ... family residences."
[23:1 23:4] Add Para "B. ONE AND 68/100 ... units or less)"
24
006.225891.1
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differences between -
original document : C:\SYSUTILS\FLCONV\FLTEMP.DOC
and revised document: C:\SYSUTILS\FLCONV\FLTEMP2.DOC
CompareRite found 33 change(s) in the text
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006.224833.2 compared to 006.224833.1 /
7130/01 5:30:25 PM
DRAFT-07/30/01
006.225891.1
This redlined draft, generated by CompareRite (TM) - The instant Redliner, shows the
differences between -
original document : C:\SYSUTILS\FLCONV\FLTEMP.DOC
and revised document: C:\SYSUTILS\FLCONV\FLTEMP2.DOC
CompareRite found 87 change(s) in the text
Deletions appear as Overstrike text surrounded by {}
Additions appear as Double Underline text surrounded by []
006.224832.2 compared to 006.224832.1 ".
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006.225892.1 N