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HomeMy WebLinkAboutItem 06 Approval of First Amendment to Exclusive Franchise Agreement with Waste Connections of Florida ocoee florida AGENDA ITEM COVER SHEET Meeting Date: March 17, 2020 Item # 6 Reviewed By: Contact Name: Stephen C. Krug Department Director: , ' Contact Number: 6002 City Manager: , -- Subject: First Amendment to Exclusive Franchise Agreement with Was e Connections of Florida, Inc. Background Summary: The City Commission approved the new Exclusive Franchise Agreement with Waste Connections (WC) for solid waste collection at the January 21, 2020 meeting. The City Attorney, Finance and Public Works have prepared an amendment to the Agreement to incorporate the sale of equipment declared surplus to WC and further clarify the payment structure and insurance requirements of the Agreement. Public Works recommends approval of the contract. Issue: Request Commission approval of the First Amendment to the Exclusive Franchise Agreement with Waste Connections of Florida, Inc., for the Collection of Residential and Commercial Solid Waste and Recyclable Materials. Recommendations: Recommend the City Commission approve the First Amendment to the Exclusive Franchise Agreement between the City and Waste Connections of Florida, Inc., for the Collection of Residential and Commercial Solid Waste and Recyclable Materials. and for the Mayor and City Clerk to execute the agreement. Attachments: First Amendment to the Exclusive Franchise Agreement between City of Ocoee, Florida and Waste Connections of Florida, Inc., for the Collection of Residential and Commercial Solid Waste and Recyclable Materials. Financial Impact: The service is being funded through the Solid Waste Division. Type of Item: (please mark with an `x') Public Hearing For Clerk's Dept Use: Ordinance First Reading x Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion& Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. - V%e),v111 N/A Reviewed by ( ) N/A 2 FIRST AMENDMENT TO EXCLUSIVE FRANCHISE AGREEMENT This First Amendment to Exclusive Franchise Agreement("Amendment")is made and entered into this _day of , 2020 ("Effective Date") by and between the City of Ocoee,a municipal corporation existing under the laws of the State of Florida("City"), and Waste Connections of Florida, Inc., a Delaware corporation authorized to do business in the State of Florida("Contractor"). RECITALS WHEREAS, the City and Contractor entered into an Exclusive Franchise Agreement on ("Agreement"); and WHEREAS,the Agreement allows for modification thereof by agreement of the parties; and WHEREAS,the City and Contractor agree to make certain revisions to said Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein and the mutual benefits provided hereunder, the receipt and sufficiency of which are hereby acknowledged, the City and the Contractor agree that they shall be bound by and shall strictly comply with the following provisions of this Amendment. 1. Section 20.3. Section 20.3 is hereby stricken in its entirety and replaced with the following language: 20.3 When hauling or transporting any material over public roads in the City,the Contractor shall use a covered or enclosed vehicle or other device to prevent the material from falling, blowing, or escaping from the vehicle. If Solid Waste or any other material escapes from or is scattered by Contractor's vehicle for any reason, Contractor shall immediately pick up such material. City and Contractor agree that Contractor may purchase a vehicle(s) from the City. With such a purchase, the parties agree that City will comply with the City's purchasing procedures relating to sale of surplus equipment; Contractor shall accept the vehicles by receipt of an Invoice for Sale, which will be in substantially the form of the letter that is attached hereto as Attachment"A", and title to the vehicle. 2. Section 39.8. Section 39.8 is hereby stricken in its entirety and replaced with the following language: 39.8 PAYMENTS FOR COMMERCIAL AND MULTI-FAMILY COLLECTION SERVICE Rates to be charged for the commercial and multi-family solid waste collection and disposal service to be performed under this Agreement are as set forth in Exhibit 3-2, attached hereto and by this reference made a part hereof. The Contractor,at its sole cost and expense,shall be solely responsible for the billing and collection of all fees and charges payable to the Contractor by customers for services rendered pursuant to this Agreement. The Contractor shall use its best efforts to bill and collect all such fees on a monthly basis unless otherwise agreed to in writing by the City. 1 In consideration for the grant of this franchise and the execution of this Agreement by the City,the Contractor agrees to pay to the City a franchise fee equal to TWENTY PERCENT (20%) of the fees and charges actually collected by the Contractor from customers for services rendered pursuant to the franchise granted by this Agreement ("the Franchise Fee"). The Contractor 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 Contractor during the previous month. Such payment shall be transmitted on a City approved form and shall include a certification by the Contractor of the fees and charges actually collected during the prior month and such other information as may be required by the City. Failure of the Contractor 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 Contractor of this Agreement. The obligation to pay the Franchise Fee with respect to fees and charges actually collected with respect to services provided during the Term of this Agreement shall survive the termination of this Agreement. 3. Section 52. Section 52 is hereby amended to add the following language: The Parties agree that the Contractor shall obtain and maintain throughout the term of this Agreement,insurance coverages as specifically stated below and that all policies other than Workers' Compensation shall be issued only by companies authorized by subsisting certificates of authority issued to the companies by the Department of Insurance of Florida which maintain a Best's Rating of"A" or better and a Financial Size Category of"VII" or better according to the A.M. Best Company. Policies for Workers' Compensation may be issued by companies authorized as a group self-insurer by F.S. 440.57, Florida Statutes. a) Loss Deductible Clause: The City shall be exempt from,and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the General Contractor and/or subcontractor providing such insurance. b) Contractor's Public Liability and Property Damage Insurance: The Contractor shall obtain during the life of this Agreement COMMERCIAL AUTOMOBILE COVERAGE, this policy shall name the City of Ocoee as an additional insured, and shall protect the Contractor and the City from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operations under this Agreement whether such operations be by the Contractor or by anyone directly or indirectly employed by the Contractor,and the amounts of such insurance shall be the minimum limits as follows: 1) Automobile Bodily Injury Liability& Property Damage Liability • $1,000,000 Combined single limit per occurrence (each person, each accident) • All covered automobile will be covered via symbol 1 • Liability coverage will include hired &non-owned automobile liability • Include Waiver of Subrogation in favor of The City of Ocoee 2 2) Comprehensive General Liability(Occurrence Form) -this policy should name the City of Ocoee as an additional insured and should indicate that the insurance of the Contractor is primary and non-contributory. • $2,000,000 GENERAL AGGREGATE • $2,000,000 PRODUCTS-COMPLETED OPERATIONS AGGREGATE • $1,000,000 PER OCCURRENCE • $1,000,000 PERSONAL &ADVERTISING INJURY • Include Waiver of Subrogation in favor of the City of Ocoee 3) Subcontractor's Comprehensive General Liability, Automobile Liability and Worker's Compensation Insurance: The Contractor shall require each subcontractor to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of these subcontractors in the Contractor's policy, as specified above. 4) Owner's Protective Liability Insurance: As applicable for construction projects,providing coverage for the named insured's liability that arises out of operations performed for the named insured by independent contractors and are directly imposed because of the named insured's general supervision of the independent contractor. The Contractor shall procure and furnish an Owner's Protective Liability Insurance Policy with the following limits: $1,000,000, and per occurrence, $2,000,000. Aggregate and naming the City of Ocoee as the Named Insured. 5) Contractual Liability: If the project is not bonded, the Contractor's insurance shall also include contractual liability coverage to insure the fulfillment of the contract. NOTE: PUBLIC LIABILITY INSURANCE AND AUTOMOBILE LIABILITY INSURANCE, THE CITY SHALL BE NAMED AS ADDITIONAL INSURED. • $1,000,000 PER OCCURRENCE • $2,000,000 AGGREGATE 6) Commercial Umbrella: • $1,000,000 PER OCCURRENCE ■ $5,000,000 Aggregate ■ Including Employer's Liability and Contractual Liability c) Insurance against theft or damage to all Contractor's equipment used in carrying out this Agreement. d) Workers' compensation or similar insurance affording the required statutory coverage and containing the required statutory coverage and containing the requisite statutory limits. e) All policies shall name the City of Ocoee as an additional insured. All other provisions of Section 52 are unaffected by this Amendment. 4. Exhibit 3-1 Exhibit 3-1 of the Agreement is hereby stricken and replaced with a new Exhibit 3-1,which is attached hereto. 3 5. No other changes. Unless expressly modified in this Amendment, all other terms and conditions of the Agreement remain unaffected by this Amendment. If there is a conflict between the Amendment and the Agreement, the terms of this Amendment shall control. IN WITNESS WHEREOF,the parties have made and executed this Amendment, as attested to by the signature of their duly authorized officers or representatives and their official seals affixed hereon,the day and year first above written. WITNESSES: CONTRACTOR: By: Signature Signature Printed Name Printed Name and Title day of , 2020 Signature Printed Name ATTEST: SECRETARY 4 CITY OF OCOEE, a Florida municipal corporation By: Rusty Johnson, Mayor Attest: Melanie Sibbitt, City Clerk FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY this_day of , 2020. SHUFFIELD LOWMAN & WILSON,P.A. By: City Attorney APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2020, UNDER AGENDA ITEM NO. . 5 EXHIBIT 3 RATES FOR COLLECTION SERVICES EXHIBIT 3-1: RESIDENTIAL Collection of All Residential Solid Waste, including Garbage, Rubbish and Bulk Waste, Yard Trash, and Recyclable Materials Contractor Rate Total $20.15 per month per residence $22.00 per month per residence $241.80 per year per residence $264.00 per year per residence Rates will increase 1.4% annually on January 6 of each year 6 ATTACHMENT"A" Date: Letter addressed to Buyer: Re: Invoice for Sale of Approved by the Ocoee City Commission on Description of the vehicle is as follows: Each truck is sold as is—no warranty, expressed or implied. Payment is due to the City before Buyer assumes responsibility for pick-up and delivery of trucks. Trucks must be removed from the City Public Works Complex within fourteen(14)business days of payment. Vehicle#1: Sale Price: $ Model— Unit No. - Asset No. - VIN— Mileage: Vehicle#2: Sale Price: $ Model— Unit No. - Asset No. - VIN— Mileage: TOTAL SALE PRICE: $ Dollars and_/00 Cents Wiring Instructions: City of Ocoee 7