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HomeMy WebLinkAboutItem #11 Appointment of Commissioner to Selection Committee for RFP#09-004 Exclusive Commercial and Multi-Family Solid Waste Franchise AGENDA ITEM COVER SHEET Meeting Date: May 19, 2009 Item # \ t Contact Name: Contact Number: Joyce Tolbert 1516 Reviewed By: Department Director: City Manager: dJ --, Subject: Appointment of Commissioner to Selection Committee for RFP #09-004 Exclusive Commercial and Multi-Family Solid Waste Franchise ~ Background Summary: In compliance with City Commission direction of October 2, 2007, staff is requesting a Commissioner be appointed to the Selection Committee to evaluate Proposals received for RFP #09-004 Exclusive Commercial and Multi-Family Solid Waste Franchise, The Mandatory Pre-Proposal meeting is scheduled for Tuesday, June 2, 2009 at 10:00 a,m. The selection committee meeting is tentatively scheduled for July 14, 2009 at 10:00 a.m. Issue: Appointment of Commissioner to the Selection Committee for RFP #09-004. Recommendations Staff recommends that the City Commission appoint a Commissioner to serve on the Selection Committee for RFP #09-004 Exclusive Commercial and Multi-Family Solid Waste Franchise. Attachments: 1. DRAFT of RFP #09-004. Financial Impact: Type of Item: (please mark with an "x'J Public Hearing Ordinance First Reading Ordinance Second Reading Resolution Commission Approval X Discussion & Direction t For:.Clerk'sDeot'Use: ~ Con~entAgenaa Public, Hearing . ~ Reg'lilar Agenda ~~ ~i ..~ i~ ~l.;~~ .. ~ it ~'i Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. Reviewed by ( ) ~~#- N/A N/A N/A Mavor S, Scott Vandergrift c.enter of GOOd l. ' "\.~e lit/I} l:i' W Commissioners Gary Hood, District 1 Rosemary Wilsen,District2 Rusty Johnson, District 3 Joel Keller, District 4 City Manager Robert Frank bl14,cr CITY OF OCOEE, FLORIDA REQUEST FOR PROPOSALS RFP #09-004 EXCLUSIVE COMMERCIAL AND MUL TI- FAMILY SOLID WASTE FRANCHISE . t ::. 1 ; _ ,.. .F I ~'~ f : . ' '"' '-' .. ~ : : IJ ~ =, ; r ~ ". . --" :,',' ~'1\'11\'11: -1,1. " ~tl I'JI~ ')I~J':' :1\..1 :.... '1",'" "" : ..,~ .~,~~ j~:: 3 thru 4 Legal Advertisement 5 thru 8 Invitation for Competitive Proposals 9 thru 16 General Terms and Conditions 17 *Summary of Litigation/Acknowledgement of Addenda 18thru19 Scope of Services/Proposal Instructions/Selection Process 20 thru 23 *Franchise Proposal Form 24 thru 25 *Exhibit A: 3-Year Monthly Rates and Other Charges Form 26 thru 27 *Exhibit A: 5-Year Monthly Rates and Other Charges Form 28 Exhibit B: Annual Rate Adjustments 29 *Contract References Form 30 *Clarifications and Exceptions to Franchise Agreement Form 31 *Company Information/Signature Form 32 (with attachment) Schedule 1: Accounts Currently Being Serviced by Franchisee 33 thru 46 Schedule 2: Proposed Franchise Agreement w/Exhibit A & B *Submit with Proposal End Table of Contents RFP09004 Commercial Solid Waste 2 LEGAL ADVERTISEMENT City of Ocoee, Florida This is an Invitation for Competitive Proposals for the exclusive provIsion of solid waste collection services for commercial and multi-family accounts within the corporate limits of the City of Ocoee, Florida, Pursuant to Section 143-12 of Chapter 143 of the Code of Ordinances of the City of Ocoee, the City seeks to enter into a franchise agreement with one person or entity to provide the aforementioned services within the City. A Mandatory Pre-Proposal Conference will be held on June 2, 2009 at 10:00 A.M. at the City Hall Conference Room at Ocoee City Hall, 150 N. Lakeshore Drive, Ocoee, Florida, All respondents will be held liable for contents as presented at the Mandatory Pre-Proposal Conference, Sealed proposals will be accepted for REQUEST FOR PROPOSALS (RFP) RFP #09-004; EXCLUSIVE COMMERCIAL AND MULTI-FAMILY SOLID WASTE FRANCHISE no later than 2:00 P.M., local time, on June 16, 2009. Proposals received after that time will not be accepted or considered, and will be returned unopened, No exceptions will be made, Each Respondent shall submit one (1) original and five (5) copies of the required proposal documents, in a sealed envelope plainly marked on the outside with the appropriate RFP number and closing date and time. Proposals will be received at the City of Ocoee, Attn: Joyce Tolbert, Purchasing Agent, 150 N. Lakeshore Drive, Ocoee, Florida 34761-2258. Proposals will be publicly opened and read aloud in the City Hall Conference Room on the above- appointed date at 2:01 PM, local time, or as soon thereafter as possible. Prospective proposers may secure a copy of the documents required for submitting a proposal through Onvia/Demandstar by accessing the City's website at www,ocoee,orq under Finance/Purchasing. Partial sets of the documents required for submitting a proposal will not be issued. By using Onvia/Demandstar, prospective proposers will be provided with all addendums and changes to the applicable RFP; fees may apply for non-members. Membership with Onvia/Demandstar is not required to submit a proposal. For those without access to a computer, a public computer is accessible at Ocoee City Hall. Persons other than prospective proposers may inspect the documents required for submitting a proposal at the Ocoee City Hall City Clerk's Office, 150 N. Lakeshore Drive, Ocoee, FL 34761, These persons will be required to pay a copying fee as prescribed by statute. Checks should be made payable to the City of Ocoee. To ensure fair consideration for all Respondents, companies interested in providing the required services may be disqualified if they have contacts with the Mayor, City Commissioners, or any City staff, other than the Purchasing Agent concerning the RFP during the submission or selection process, Award of Contract: The City reserves the right to waive any informalities or irregularities in Proposals, to request clarification of information submitted in any Proposal, to request additional information regarding Proposals, to further negotiate any Proposal, or to reject any RFP09004 Commercial Solid Waste 3 or all Proposals, and to re-advertise for Proposals, The City also reserves the right to extend the date and time period during which it will accept Proposals and to extend the date or time scheduled for opening of Proposals. Award, if made, will be to the responsible and qualified Proposer whose Proposal is responsive to the Invitation and is in the best interest of the City based on the factors set forth in the Invitation, City Ordinances and in the Franchise Agreement. The City reserves the right to award the Contract to the Respondent, which, in the sole discretion of the City, is the most responsive and responsible Respondent; price, qualifications and other factors considered. Pursuant to Section 287.133(2)(a), Florida Statutes, interested individuals or firms who have been placed on the convicted vendor list following a conviction for public entity crimes may not submit a Proposal on a contract to provide services for a public entity, may not be awarded a consultant contract and may not transact business with a public entity for services, the value of which exceeds CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. No fax or electronic submissions will be accepted. City Clerk May 17, 2009 RFP09004 Commercial Solid Waste 4 CITY OF OCOEE REQUEST FOR PROPOSALS (RFP) #09-004 EXCLUSIVE COMMERCIAL AND MULTI-FAMILY SOLID WASTE FRANCHISE Proposal Instructions: A. Sealed proposals for RFP #09-004 will be received by the City of Dcoee, hereinafter called "The City", by any person, firm, corporation or agency submitting a RFP for the services proposed, hereinafter called "Respondent". Each Respondent shall furnish the information required on the proposal form supplied and each accompanying sheet thereof on which an entry is made. Proposals submitted on any other format shall be disqualified, Please check your prices before submission of proposal as no changes will be allowed after proposal closing date, Proposals must be typewritten or handwritten using ink. Do not use pencil. No erasures permitted, Mistakes may be crossed out and the correction typed adjacent and must be initialed and dated by person signing the proposal. Proposal documents must be signed by a legally responsible representative, officer, or employee and should be properly witnessed and attested. All proposals should also include the name and business address of any person, firm or corporation interested in the proposal either as a principal, member of a firm or general partner. If the respondent is a corporation, the proposal should include the name and business address of each officer, director, and holder of 10% or more of the stock of such corporation. B. Any questions or concerns regarding this RFP should be addressed in writinQ to the Finance/Purchasing Department, City of Dcoee, FL, Attention: Joyce Tolbert, Purchasing Agent at email itolbert@cLocoee.fl.us or fax (407) 905-3194, and shall be received not later than June 8, 2009 at 2:00 p.m. Any clarifications/changes will be through written addenda only, issued by the Purchasing Agent. Respondents should not contact City staff, with the exception of the Purchasing Agent, or other City consultants for information regarding this RFP before the bid award date. Any contact with any other member of the City Staff, City Commission, or its Agents during the bid, award, and protest period may be grounds for disqualification, C. Proposals must be received as one (1) original and five (5) copies by the Finance Department not later than 2:00 P.M., local time, on June 16, 2009. Proposals received by the Finance/Purchasing Department after the time and date specified will not be considered, but will be returned unopened. "Postage Due" items will not be accepted. Proposals or any information transmitted by fax or e-mail will not be accepted. Proposals shall be delivered in a sealed envelope, clearly marked with the RFP number, title, and closing date and time to: City of Ocoee Finance Department Attention: Purchasing Agent 150 N lakeshore Drive Ocoee, Fl 34761-2258 RFP09004 Commercial Solid Waste 5 D, Pre-Proposal Conference: A Mandatory Pre-Proposal Conference will be held on June 2, 2009 at 10:00 A.M. at the City Hall Conference Room at Ocoee City Hall, 150 N. Lakeshore Drive, Ocoee, Florida. All respondents will be held liable for contents as presented at the Mandatory Pre-Proposal Conference as any clarification addendums may not be all inclusive, E. Proposals will be reviewed by a selection committee appointed by the City Manager and will be ranked in accordance with the established evaluation criteria. Date, time, and location of any scheduled selection committee meeting(s) for this RFP will be noticed publicly and on Onvia/Demandstar. The selection committee shall recommend ranking of the proposals and recommendation for selection to the City Commission for approval. Please be aware that all City Commission meetings are duly noticed public meetings and all documents submitted to the City as a part of a bid constitute public records under Florida law. F. All Respondents shall thoroughly examine and become familiar with this RFP package and carefully note the items specifically called for in this RFP which must be submitted. G. Submission of a proposal shall constitute an acknowledgment that the Respondent has complied with the instructions of this RFP. The failure or neglect of a Respondent to receive or examine a document shall in no way relieve it from any obligations under its proposal or the contract. No claim for additional compensation will be allowed which is based upon a lack of knowledge or understanding of any of the Contract Documents or the scope of services. Proposals shall be in compliance with the contract documents/scope of services, All costs to prepare and submit proposals shall be the responsibility of the Respondent and no reimbursement of any kind shall be reimbursed by the City. H. Any response by the City to a request for information or correction will be made in the form of a written addendum which will be mailed, e-mailed or faxed by Onvia/Demandstar to all parties to whom the RFP package have been issued. It shall be the responsibility of each Respondent to obtain a copy of all issued Addenda. The City reserves the right to issue Addenda, concerning date and time of proposal closing, at any time up to the date and time set for proposal closing. In this case, proposals that have been received by the City prior to such an addendum being issued will be returned to the respondent, if requested, unopened. In case any respondent fails to acknowledge receipt of any such Addendum in the space provided in the RFP documents, its bid will nevertheless be construed as though the Addendum had been received and acknowledged. Submission of a proposal will constitute acknowledgment of the receipt of the RFP Documents and all Addenda, Only interpretations or corrections provided by written Addenda shall be binding on the City. Respondents are cautioned that any other source by which a respondent receives information concerning, explaining, or interpreting the RFP Documents shall not bind the City, RFP09004 Commercial Solid Waste 6 I. Any of the following causes may be considered as sufficient for the disqualification and rejection of a proposal: a) Submission of more than one (1) proposal for the same work by an individual, firm, partnership or corporation under the same or different name, For purposes of this subparagraph, firms, partnerships or corporations under common control may be considered to be the same entity; b) Evidence of collusion between or among the Respondents; c) Being in arrears on any existing contracts with the City, or litigation with the City, or having defaulted on a previous contract with the City; d) Poor, defective or otherwise unsatisfactory performance of work for the City or any other party on prior projects which, in the City's judgment and sole discretion, raises doubts as to the Respondent's ability to properly perform the services; or e) Any other cause which, in the City's judgment and sole discretion, is sufficient to justify disqualification of Respondent or the rejection of its proposal. J. CONVICTED VENDOR LIST (PUBLIC ENTITY CRIME). A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a proposal on an award to provide any goods or services to a public entity, may not submit a proposal on an award with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to a public entity, may not be awarded or perform work as a Contractor, Supplier, Subcontractor, or Consultant under an award with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017 for Category Two ($25,000.00 and greater) for a period of 36 months from the date of being placed on the convicted vendor list. [See Florida State Statute 287.133 (2) (a). K. FLORIDA PUBLIC RECORDS LAW. In accordance with Chapter 119 of the Florida Statutes, and, except as may be provided by Chapter 119 of the Florida Statutes and other applicable State and Federal Laws, all Respondents should be aware that the proposal and the responses thereto are in the public domain and are available for public inspection. Respondents are requested, however, to identify specifically any information contained in their proposal which they consider confidential and/or proprietary and which they believe to be exempt from disclosure, citing specifically the applicable exempting law. All proposals received in response to this request of proposal become the property of the City of Ocoee and will not be returned. In the event of an award, all documentation produced as part of the contract will become the exclusive property of the City. No proposal may be withdrawn and all proposed prices shall remain firm for a period of ninety (90) days after the time and date scheduled for the proposal deadline. A request for withdrawal or modification of a proposal may be submitted to the Purchasing Agent, in writing, at any time prior to the deadline for submitting bids. After expiration of the deadline for receiving bids, no bid may be withdrawn or modified. The City reserves the right to accept or reject any or all proposals, to waive informalities or irregularities, to request clarification of information submitted in RFP09004 Commercial Solid Waste 7 any proposal, to further negotiate any proposal, or to re-advertise for new proposals. The City also reserves the right to extend the date and time period during with it will accept proposals and to extend the date or time scheduled for opening of proposals. The City may accept any item or group of items of any proposal, unless the respondent qualifies his/her proposal by specific limitations. The City may accept one or more proposals if in the City's best interest. Award, if made, will be to the most responsible and responsive respondent whose proposal, in the City's opinion, will be most advantageous to the City, price and other factors considered. The City reserves the right, to aid it in determining which proposal is responsible, to require a respondent to submit such evidence of respondent's qualifications as the City may deem necessary, and may consider any evidence available to the City of the financial, technical, and other qualifications and abilities of a respondent, including past performance (experience) with the City and others. The City Commission shall be the final authority in the award of any and all proposals. (remainder of page left blank intentionally) RFP09004 Commercial Solid Waste 8 RFP #09-004 GENERAL TERMS & CONDITIONS: 1. PROPOSAL SECURITY: a) Each proposal must be accompanied by a Cashier's/Certified Check upon an incorporated bank or trust company or a Proposal Bond in the amount of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00). A combination of any of the former is not acceptable, Cash or company check will not be accepted as Proposal Security, The cashier's check or Proposal Bond is submitted as a guarantee that the respondent, if awarded the Franchise, will after written notice of such award, enter into a written Contract with the City and as a guarantee that the respondent will not withdraw its proposal for a period of ninety (90) days after the scheduled closing time for the receipt of proposals, in accordance with the accepted proposal and proposal documents, b) In the event of withdrawal of said bid within ninety (90) days following the opening of proposals, or respondent's failure to enter into said contract with the City or failure to provide the City with other requirements of the contract documents or the proposal invitation after issuance of Notice of Intent to Award by the City, then such respondent shall be liable to the City in the full amount of the check or proposal bond and the City shall be entitled to retain the full amount of the check or to demand from the Surety the penal sum of the proposal bond as liquidated damages and not a penalty, c) Surety companies executing bonds shall be duly insured by an insurer or corporate surety and signed by a licensed agent who holds a current Power of Attorney from the surety company issuing the bond. d) The cost of the required bond and required insurance coverage is to be included in the respondent's overhead and is not eligible for reimbursement as a separate cost by the City, e) The checks of the three (3) most favorable respondents will be returned within three (3) days after the City and the successful respondent have executed the contract for work. The remaining checks will be returned within thirty (30) days after the opening of proposals. Proposal Bonds will be returned upon request following the same criteria as a check. 2. PERFORMANCE AND PAYMENT BONDS: 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. RFP09004 Commercial Solid Waste 9 3. PATENT INDEMNITY: Except as otherwise provided, the successful respondent agrees to indemnify the City and its officers, agents, and employees against liability, including costs and expenses for infringement upon any letters patent of the United States arising out of the performance of this Contract. Further, the Respondent shall fully indemnify, defend, and hold harmless the City and its officers, agents, and employees from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret, unpatented invention, or intellectual property right. If the bidder uses any design, device, or materials covered by letters, patent, or copyright, it is mutually agreed and understood without exception that the bid price shall include all royalties or cost arising from the use of such design, device, or materials. 4. PRICING: Pricing should be provided as indicated on the Scope of Work/Price Proposal Form attached, to include any alternate proposals, Please note that alternate proposals will not be accepted unless specifically called for on the Scope of Services/Price Proposal Form, Cost of preparation of a response to this proposal is solely that of the Respondent and the City assumes no responsibility for such costs incurred by the Respondent. By submission of this proposal, the Respondent certifies, and in the case of a joint proposal, each party thereto certifies as to its own organization, that in connection with this procurement: a) The prices in this RFP have been arrived at independently, without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Respondents or with any competitor; b) Unless otherwise required by law, the prices which have been provided in this RFP have not been knowingly disclosed by the Respondent and will not knowingly be disclosed by the Respondent prior to opening, directly or indirectly to any other Respondent or to any competitor; c) No attempt has been made or will be made by the Respondent to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition. Every contract, combination or conspiracy in restraint of trade or commerce in this State is unlawful (Florida Statutes, Section 542,18 and all applicable federal regulations); RFP09004 Commercial Solid Waste 10 5, PROTESTS: The City's Finance/Purchasing Department will consider Protests seeking contract award, damages, and/or any other relief. Any Respondent seeking to file a Bid Protest SHALL use the following procedures: 1. A Respondent SHALL file a written Protest under this Article, or be barred any relief, 2. A Protest: (a) must be in writing (oral protests will NOT be acknowledged); (b) the content of the Protest shall fully state the factual and legal grounds for the protest and the legal basis for the relief requested; and (c) The Protest shall be filed with the Purchasing Agent not later than three (3) calendar days after the posting of the notice of intent to award or recommendation of award by staff, 3. After a Protest has been properly filed with the City, the City, by and through its Finance/Purchasing Department shall make a determination on the merits of the protest not later than five (5) business days after receipt of the protest. If the City denies the protest, the City may proceed with the award of the Contract unless enjoined by order of a Court of competent jurisdiction. 4. A Protest shall be limited to the following grounds: (a) issues arising from the procurement provisions of the Project Manual and/or the Proposal Package or Contract Documents; and/or (b) applicable federal, state or local law. 6. DRUG-FREE WORKPLACE: If applicable, provide a statement concerning the respondent's status as a Drug-Free Work Place or evidence of an implemented drug-free workplace program. 7. CONTRACT: a) The successful Respondent, hereinafter referred to as Consultant will be required to enter into an Exclusive Franchise Agreement with the City. The Proposed Franchise Agreement is attached. 8. CERTIFICATION OF NON-SEGREGATED FACILITIES The respondent certifies that it does not and will not maintain or provide for the Respondent's employees any segregated facilities at any of the Respondent's establishments and that the Respondent does not permit the Respondent's employees to perform their services at any location, under the Respondent's control, where segregated facilities are maintained, The Respondent agrees that a breach of this certification will be a violation of the Equal Opportunity clause in any contract resulting from acceptance of this Proposal. As used in this certification, the term "segregated facilities" means any waiting room, work areas, time clocks, locker rooms and other storage and dressing areas, parking lots, drinking facilities provided for employees which are segregated on the basis of race, color, religion, national origin, habit, local RFP09004 Commercial Solid Waste 11 custom, or otherwise. The Respondent agrees that (except where the Respondent has obtained identical certification from proposed contractors for specific time periods) the Respondent will obtain identical certifications from proposed subcontractors prior to the award of such contracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity clause, and that the Respondent will retain such certifications in the Respondent files. The non-discriminatory guidelines as promulgated in Section 202, Executive Order 11246, and as amended by Executive Order 11375 and as amended, relative to Equal Opportunity for all persons and implementations of rules and regulations prescribed by the U.S, Secretary of labor, are incorporated herein, 9. STATEMENT OF AFFIRMATION AND INTENT: The Respondent declares that the only persons or parties interested in their proposal are those named herein, that this proposal is, in all respects, fair and without fraud and that it is made without collusion with any other vendor or official of the City of Ocoee. Neither the Affiant nor the above named entity has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive pricing in connection with the entity's submittal for the above project. This statement restricts the discussion of pricing data until the completion of negotiations and execution of the Agreement for this project. The Respondent certifies that no City Commissioner, other City Official or City employee directly or indirectly owns assets or capital stock of the Responding entity, nor will directly or indirectly benefit by the profits or emoluments of this proposal. (For purposes of this paragraph, indirect ownership or benefit does not include ownership or benefit by a spouse or minor child.) The Respondent certifies that no member of the entity's ownership or management is presently applying for an employee position or actively seeking an elected position with the City, In the event that a conflict of interest is identified in the provision of services, the Respondent agrees to immediately notify the City in writing, The Respondent further declares that a careful examination of the scope of services, instructions, and terms and conditions of this RFP has occurred, and that the proposal is made according to the provisions of the RFP documents, and will meet or exceed the scope of services, requirements, and standards contained in the RFP documents. Respondent agrees to abide by all conditions of the negotiation process, In conducting negotiations with the City, Respondent offers and agrees that if this negotiation is accepted, the Respondent will convey, sell, assign, or transfer to the City all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the Anti-trust laws of the United States and the State of Florida for price fixing relating to the particular commodities or services purchased or acquired by the City. At the City's discretion, such assignment shall be made and become effective at the time the City tenders final payment to the Respondent. The proposal constitutes a firm and binding offer by the Respondent to perform the services as stated, RFP09004 Commercial Solid Waste 12 10. PUBLIC ENTITY CRIME STATEMENT: All Invitations to Bid as defined by Section 287.012(11), Florida Statutes, requests for proposals as defined by Section 287.012(16), Florida Statutes, and any contract document described by Section 287.058, Florida Statutes, shall contain a statement informing persons of the provisions of paragraph (2)(a) of Section 287.133, Florida Statutes, which reads as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of public building or public work, may not submit proposals on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." All bidders that submit a Bid or Request for Proposal to the City of Ocoee are guaranteeing that they have read the previous statement and by signing the bid documents are qualified to submit a bid under Section 287.133, (2)(a), Florida Statutes. 11. STANDARD INSURANCE TERMS & CONDITIONS: The Contractor shall not commence any work in connection with an Agreement until all of the following types of insurance have been obtained and such insurance has been approved by the City, nor shall the Contractor allow any Subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor has been so obtained and approved. 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) Workers' Compensation Insurance: The Contractor shall obtain during the life of this Agreement, Worker's Compensation Insurance with Employer's Liability Limits of $500,000/$500,000/$500,000 for all the Contractor's employees connected with the work of this project and, in the event any work is sublet, the Contractor shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. Such insurance shall comply fully with the Florida Workers' Compensation Law. In case any class of employees engaged in hazardous work under this contract for the City is not RFP09004 Commercial Solid Waste 13 protected under the Workers' Compensation statute, the Contractor shall provide, and cause each subcontractor to provide adequate insurance, satisfactory to the City, for the protection of the Contractor's employees not otherwise protected, · Include Waiver of Subrogation in favor of the City of Ocoee c) Contractor's Public Liability and Property Damaoe Insurance: The Contractor shall obtain during the life of this Agreement COMMERCIAL AUTOMOBILE COVERAGE, this policy should 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 Iniury Liability & Property Damaoe 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) 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 · $5,000,000 Aggregate · Including Employer's Liability and Contractual Liability RFP09004 Commercial Solid Waste 14 7) Certificates of Insurance: Certificate of Insurance Form (see sample attached), naming the City of Ocoee as an additional insured will be furnished by the Contractor upon notice of award. These shall be completed by the authorized Resident Agent and returned to the Office of the Purchasing Agent. This certificate shall be dated and show: 8) The name of the Insured contractor, the specific job by name and job number, the name of the insurer, the number of the policy, its effective date, its termination date. 9) Statement that the Insurer shall mail notice to the Owner at least thirty (30) days prior to any material changes in provisions or cancellation of the policy, except ten (10) days written notice of cancellation for non-payment of premium. (remainder of page left blank intentionally) RFP09004 Commercial Solid Waste 15 .g,C_QfJQ. CERTIFICATE OF LIABILITY INSURANCE l'~~~p OAT~~-;:':' THIS CERTIFICATE IS ISSUED M A MATTER OF INFORMATION ONLY AND CONfERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEliO, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. p"ooueel NAlC. ;~_. WSURERS AFFORDING COVERAGE I-"~==,~,,-- Contractor'B Name Addree. COVERAGES iNSURER A' ~Il; flS\JRtA ~ "SURER 0: lHSUAER E.: 1M "'''_!!-..!-.~I!.!.!tU' THE f"QJCIES OF ~ LISTED HlDN HAW seet UJCD TO THE IoNQ,R;.O N.UED AIOYE roA Tl-li POU::YPERJOO 1N0000TEO. NC)1'WfTt4STANO"O N('( REQUIAi.M!lIfT, TINll OR CONOfTlON OF AHYC()H1lW;:T 0" OTHER DOCUMENT WITH RUPECTTO WHW:H ltltSCfRTFCAT' MAY IE ISSUED OR WAY PERTAIN. THE IHSlJRAHCE AFFORDED IY f}tE POLellil CESCAJam HO\ElN is SU8.lf...cT to AU TKl TEAMS. u.ctU$fON5 AND COf"oOTIONS 011 SUO'! 1'OUC1lS. AGGREGATE UNITS $t-C)WN MAY HAW: 8ttN ftEDUCEO IV PAro Ct.AIMS. ~r.:s.o TYP'IOfIIHSUltAHCI POLJC'j' NUWlU!" .... OAT llMlTl Ix ~aw. UAIlUT't 0ACl< OCCIJMfNCE "1,000.000 .!.. CO~&M. GEJrrjSW, LIA8lLnY PREMlSSt '- oca.nnca . 50,000 _ ] ClAAlS.....oe [!] OCClJR MEDEXJl'(AnrQl\ll~) 15,000 - -- ~~~_..'l,OO~~ - -- GEHERollAQMECATE S 2_, COO, 000 ~~ A~~ lMT ,yp,.rlS PElt ."oo"c"-ooo.",,...GO . I 2, 000,000 , I'OlC'l X ,~ n UlC I r- COMBI"leO SfNOU \.:"'IT '1,000,000 IblCCldenl) ......L OW~Et) AUTOS 100ft. Y INJURY (I'w ......, . SCHEOUliD AU'T08 ------ i X Hfl[O AUTOS 8OOLY~ I ,P.,IiCdc:l~ I X i NON-OWHED AUTOS I'ROI'aUY .......GE .' ! 1 (P9' .CCJH'nJ I ! OAAMJI UAIIIun I I I wro OM. Y . GA ACCIOiNT . i n AAY AUTO I OTl4I" THAN fA ACe ; . n I AuTO ON\. ~ AGO . I [fl'-'flLAlaMrrY I I I fACH OCCUAAtNCE . 1, 000,000 X X oc"'-" 0 ClAlMSloIAllE ,t,GGJlEQAT! .2,000,000 I R OE~T~ I . ...,..,...- I . I . RfliHTlOM . . WQtUWC5 COWDllAno..,t,HO I I X .T~""~ I IU,. UPLQ'YUS'l~ E.l... E.M;H ACOOi.""IT .500,000 ANY PAOPRlETOMtARTNEWUli:CU1'JV!: , Of'J:'ICEA.'t.tEMBVI UCl.UD€D1 U,Dl.......U......OVEE.500,OOO ~~~IlNlOw I ',l.QlSEAU-I'OUCYUlJI1' '500.000 0__ I Builder. Ri.k Any 1 Lac 100,00> Anv 1 Occ 1.000,000 OI.scaIf'nON 0" O'EMTIOH! IlOCATlOHS I VOIe!..IS I VCC1.USIONS ADDlD I"t' DUlOUOIUfT lllJECW. NO\l\SIOftS The in.urance evidenced by this certiticate .hall name the certiticate holder. aa an additional in.ured on ehe aeneral Liability . Umbrella Liability. Worker.' comp.naation, I!mployeu' Liability . aanerel Liability .hall contain a Waiver ot Subrogation in favor of the c.rtiticae. holder. The c.rtitieete holder i. add.d .. a rma:l inu:ed fir IlJi.ld!m Rifk. CANCEUATlON IHOI.I.D MY 0' ntI MOYI OUCJlUUO POt.tCIU at CAHCI1.&..IQ 8110"-1 THI! DJ'1IU,flOfor. OATlTMlIUOP, THlII!J,I4JUtOIJrlSUAllItwtl.LfNDf.AVCftTOMAA. ~ o.\YSYfftfT'irN NOT1CITO THI CIImf1CA,TI HOLDeA MAMIO TO THI urr, aUT FAJlUA, TO DO so SH.AU ...os. NO QlUOATJON 0" U&IIftJTy ()It N(t KINO \,ItCH ntIINIURL1t., fT$ AQlHTS OR RlP'MJlNT A.TIVIS. "'lJTHORliUDA1~"TN! CERTIFICATE HOLDER oconOl City of OCOe8 150 N. Lak..hore Drive Ocoe. l'L 3.761-2258 ACORD 25 (2001108) .s~PLc RFP09004 Commercial Solid Waste Cl ACORD CORPORATION 1981 16 12. SUMMARY OF LITIGATION: Provide a summary of any litigation, c1aim(s), bid or contract dispute(s) filed by or against the Respondent in the past five (5) years which is related to the services that the Respondent provides in the regular course of business. The summary shall state the nature of the litigation, claim, or contact dispute, a brief description of the case, the outcome or projected outcome, and the monetary amounts involved. If none, please so state. (Attach additional sheets if necessary) 13. ACKNOWLEDGMENT OF ADDENDA: Respondent acknowledges receipt of the following addenda: No. No. No, Dated Dated Dated (remainder of page left blank intentionally) RFP09004 Commercial Solid Waste 17 ,- CITY OF OCOEE REQUEST FOR PROPOSALS (RFP) #09-004 EXCLUSIVE COMMERCIAL AND MULTI-FAMILY SOLID WASTE FRANCHISE SCOPE OF SERVICES A. Purpose This is an Invitation for Competitive Proposals for the exclusive provIsion of solid waste collection services for commercial and multi-family accounts within the corporate limits of the City of Ocoee, Florida. Pursuant to Section 143-12 of Chapter 143 of the Code of Ordinances of the City of Ocoee, the City seeks to enter into a franchise agreement with one person or entity to provide the aforementioned services within the City, The City's franchisee shall service all accounts now serviced by the current franchisee of the City. The franchise shall be effective at the earliest, August 1, 2009, or a mutually agreed upon date, and all current accounts shall be collected by the franchisee as of that date. A list of all accounts now served by the City's franchisee is attached hereto as Schedule 1. Terms of the franchise are contained in the Franchise Agreement attached hereto as Schedule 2, Hazardous waste, biological wastes, used oil, yard trash and construction and demolition debris from residential building, roofing and remodeling are expressly excluded from the franchise. However, the City, at its sole option, may elect to include within the scope of the franchise the collection and disposal of construction and demolition debris from residential building, roofing and remodeling. The inclusion of such construction and demolition debris would require an amendment to the Ocoee City Code. The compensation to the franchisee shall be in accordance with the rates established pursuant to the Franchise Agreement. The rates currently charged by the City franchisee are attached hereto as Schedule 3. The City desires to obtain the services of a franchisee who can provide high quality and effective service at competitive rates, Each Proposal shall set forth proposed rates to be charged, The City reserves the right, following receipt of the proposals, to request that any Proposer submit a current Financial Statement. B. Submittals Proposals shall be submitted on a reproduced copy of the enclosed proposal forms, including any addenda which may be issued, or will be subject to rejection, Proposals must be signed in ink in the spaces provided on the forms, Proposals shall include all information requested on the form and shall be in the unit specified on each item. The Proposer shall enter the company name at the top and sign the bottom of each page of the proposal form, Unsigned Proposals will be considered incomplete and subject to rejection. The person signing the RFP on behalf of the Respondent shall have the legal authority to bind the Respondent to the submitted Proposal. Proposal Errors A Proposer is expected to be fully informed as to the requirements of these specifications and failure to do so will be at the Proposer's risk, A Proposer shall not expect to secure relief RFP09004 Commercial Solid Waste 18 because of an error or misunderstanding. Proposals which have erasures or corrections must be initialed in ink by the Proposer, Selection Process The City shall select the Proposal which is determined to meet the best interest of the City based on the following factors: 1. The proven ability of the Proposer to efficiently collect and dispose of commercial and multi-family solid waste; 0-20 points 2. The type and amount of equipment proposed to be used by the Proposer; 0- 20 points 3. The proposed rates and charges; 0-40 points 4. The financial stability of the Proposer; 0-20 points 5. Other factors deemed appropriate by the City. Award, if made, will be to the responsible and qualified Proposer whose Proposal is responsive to this Invitation and is in the best interest of the City based on the factors set forth in this Invitation, city ordinances and in the Franchise Agreement. The award of the franchise pursuant to this Invitation is subject to the provisions of the Charter of the City requiring a public hearing preceded by at least thirty (30) 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. Within ten (10) days after written notice of award you will be required to submit the following: (1) Executed Franchise Agreement in the form attached with any clarifications and exceptions agreed to by the City; (2) Evidence of insurance in compliance with the Franchise Agreement; and (3) Executed Performance Bond. Remainder of page left blank intentionally RFP09004 Commercial Solid Waste 19 CITY OF OCOEE RFP #09-004 EXCLUSIVE COMMERCIAL AND MULTI-FAMILY SOLID WASTE FRANCHISE PROPOSAL FORM PROPOSER: PROPOSER'S ADDRESS: DATE: PROPOSER'S REPRESENTATIVE: Name Phone Fax PROPOSER'S DECLARATION AND UNDERSTANDING The undersigned, hereinafter called the Proposer, declares that the only persons or parties interested in this proposal are those named herein, that this proposal is, in all respects, fair and without fraud, that it is made without collusion with any official of the City of Ocoee and that the proposal is made without any connection or collusion with any person submitting another proposal for this franchise. The Proposer further declares that no City Commissioner, City Officer or City employee directly or indirectly owns an interest of ten (10) percent or more of the total assets or capital stock of the proposing entity, The Proposer further declares it/he/she has carefully examined the Franchise Agreement and that this proposal is made according to the provisions under the terms of the Franchise Agreement. The Proposer further declares that any requested deviation from the Franchise Agreement are explained on separate sheets labeled Clarifications and Exceptions to Franchise Agreement attached to this form, All invitations to bid as defined by Section 287.012(11), Florida Statutes, requests for proposals as defined by Section 287.012(16), Florida Statutes, and any contract document described by Section 287.058, Florida Statutes, shall contain a statement informing persons of the provisions of paragraph (2)(a) of Section 287.133, Florida Statutes, which reads as follows: RFP09004 Commercial Solid Waste 20 r "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287,017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." The proposer further declares that they have read the previous statement and by signing the bid documents are qualified to submit a bid/proposal under Section 287.133, (2)(a), Florida Statutes. Each Proposal shall contain the following either on this form or on separate signed and numbered sheets attached to this form: 1. A statement of experience and qualifications in waste management and the collection of commercial solid waste accounts and multi-family residential solid waste accounts. 2. A description of equipment and reserve equipment proposed to be used to service the accounts within City of Ocoee under the terms of the Franchise Agreement. Include a description of the proposed dumpsters and containers. 3. Whether the proposed equipment to be used is currently owned or leased by the Proposer and whether it will be owned or leased during the term of the franchise, If leased, indicate the lessor of the proposed equipment. 4. The proposed frequency and times of collection, 5. Attach a schedule of proposed monthly rates and other charges for solid waste commercial and multi-family accounts utilizing the rate proposal form attached hereto. 6. Describe how you will handle complaints. 7. Indicate whether within the past ten (10) years you had a solid waste franchise agreement terminated by a governmental entity due to a default or alleged default? If yes, provide explanation. 8. List all solid waste collection franchise agreements which you currently have in place with governmental entities within the State of Florida. If more than five (5), list the five largest accounts. 9, Indicate your plan to transition from the current franchisee in order to begin service at the earliest August 1, 2009, or a mutually agreed upon date. Include information on how customers will be contacted and when dumpsters will be put out. 10. Indicate where you currently intend to dispose of the solid waste to be collected under the franchise. RFP09004 Commercial Solid Waste 21 11. Describe your billing and fee collection practices. 12. If you have any clarifications or exceptions to the form of Franchise Agreement, so indicate on a separate sheet labeled "Clarifications and Exceptions to Franchise Agreement". If you have clarifications and exceptions, indicate if you will enter into the Franchise Agreement as prepared by the City if the City does not accept any exceptions or changes requested, 13. Use the attached Contract References Form to provide three references with which you have contracted for solid waste commercial and multi-family collection services. 14, Attach a copy of a valid business or occupational license, 15. Attach a cashier's check or Proposal Bond in the amount of $5,000.00 in accordance with the Request for Proposals. Attached is a cashier's check drawn on the Bank of , or a Proposal Bond to the City of Ocoee for the sum of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) according to the requirements of the Request for Proposals, which check or Proposal Bond is subject to the conditions and provisions thereof, The Proposer has attached a Cashier's Check or Proposal Bond in the amount of $5,000,00 submitted as a guarantee that the Proposer, if awarded the Franchise, will enter into a Franchise Agreement and furnish the insurance certificates, a copy of a valid business or occupational license and the Performance Bond, all in accordance with the requirements of this franchise proposal within ten (10) days after written notice of award, If any of the foregoing requirements are not met, the City shall be entitled to the full amount of the Cashier's Check or Proposal Bond as damages to the City resulting from the failure to meet those Requirements. Cashier's Checks or Proposal Bonds will be returned to all the proposers within ten (10) days after the award of the franchise and compliance with the foregoing requirements by the proposer receiving the award. (If Proposer is an individual sign on this line)(SEAL) (SEAL) PROPOSER'S SIGNATURE (If Proposer is a partnership, fill in name of the partnership, followed by the signature of the general partner signing) PROPOSER'S NAME PRINTED OR TYPED (A PARTNERSHIP) (SEAL) By: (SEAL) GENERAL PARTNER'S SIGNATURE RFP09004 Commercial Solid Waste 22 GENERAL PARTNER'S NAME PRINTED OR TYPED Name and business address of all principals and partners if a partnership (if a limited partnership, list information for general partner only): (If Proposer is a corporation, fill in the name of the corporation, followed by the signature of the authorized officer or agent signing, followed by his title.) (NAME OF CORPORATION) By: (SIGNATURE OF AUTHORIZED OFFICER) Its: (Title) (OFFICER'S NAME PRINTED OR TYPED) (Affix Corporate Seal) The Proposer is a corporation organized under the laws of the State of and authorized by law to make this Proposal and perform all work and furnish materials and equipment required under the Contract Documents. If proposer is a foreign corporation, the corporation is registered with the Secretary of State of the State of Florida (Attach copy of registration). State the full names and business addresses of each officer, director and holder of 10% or more of the corporation's outstanding stock, Please include the corporate office or title of all individuals listed. RFP09004 Commercial Solid Waste 23 PROPOSER: EXHIBIT "A" RFP 09-004 MONTHLY RATES AND OTHER CHARGES (A) THREE (3) YEAR MONTHLY RATES FOR COMMERCIAL AND MUL TI- FAMILY SOLID WASTE SERVICES BASED ON THE CUBIC YARD COST OF $ All charges are to be multiples of the base rate per cubic yard times the dumpster size times the frequency of collection per week. WEEKL Y PICK-UP 2 CUBIC YARDS 3 CUBIC YARDS 4 CUBIC YARDS 1 time x (A) $ $ $ 2 times x (A) $ $ $ 3 times x (A) $ $ $ 4 times x (A) $ $ $ 5 times x (A) $ $ $ 6 times x (A) $ $ $ 6 CUBIC YARDS 8 CUBIC YARDS WEEKLY PICK-UP $ $ $ $ $ $ 1 time x (A) 2 times x (A) 3 times x (A) 4 times x (A) 5 times x (A) 6 times x (A) $ $ $ $ $ $ EXTRA PICK-UPS: per extra pick-up per week per extra pick-up per week per extra pick-up per week per extra pick-up per week per extra pick-up per week 2 cubic yards: 3 cubic yards: 4 cubic yards: 6 cubic yards: 8 cubic yards: $ $ $ $ $ ABOVE PRICES INCLUDE FULL PRICE OF DUMPSTER RENTAL RFP09004 Commercial Solid Waste 24 PROPOSER: (B) ROLL-OFFS: Indicate pricing proposal for roll-ofts, to include pick-up and disposal cost breakdown: (C) OTHER CHARGES: Indicate any other charges for services to be provided under Agreement (i.e. pick-up, delivery, etc): (0) 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, Indicate pricing for construction and demolition debris from residential building, roofing and remodeling in the event it is added to the franchise: Remainder of page left blank intentionally, RFP09004 Commercial Solid Waste 25 I PROPOSER: EXHIBIT "A" RFP 09-004 MONTHLY RATES AND OTHER CHARGES (A) FIVE (5) YEAR MONTHLY RATES FOR COMMERCIAL AND MUL TI- FAMILY SOLID WASTE SERVICES BASED ON THE CUBIC YARD COST OF $ All charges are to be multiples of the base rate per cubic yard times the dumpster size times the frequency of collection per week. WEEKL Y PICK-UP 2 CUBIC YARDS 3 CUBIC YARDS 4 CUBIC YARDS 1 time x (A) $ $ $ 2 times x (A) $ $ $ 3 times x (A) $ $ $ 4 times x (A) $ $ $ 5 times x (A) $ $ $ 6 times x (A) $ $ $ WEEKLY PICK-UP 6 CUBIC YARDS 8 CUBIC YARDS 1 time x (A) 2 times x (A) 3 times x (A) 4 times x (A) 5 times x (A) 6 times x (A) $ $ $ $ $ $ $ $ $ $ $ $ EXTRA PICK-UPS: 2 cubic yards: 3 cubic yards: 4 cubic yards: 6 cubic yards: 8 cubic yards: $ $ $ $ $ per extra pick-up per week per extra pick-up per week per extra pick-up per week per extra pick-up per week per extra pick-up per week ABOVE PRICES INCLUDE FULL PRICE OF DUMPSTER RENTAL RFP09004 Commercial Solid Waste 26 PROPOSER: (B) ROLL-OFFS: Indicate pricing proposal for roll-ofts, to include pick-up and disposal cost breakdown: (C) OTHER CHARGES: Indicate any other charges for services to be provided under Agreement (Le. pick-up, delivery, etc): (D) 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. Indicate pricing for construction and demolition debris from residential building, roofing and remodeling in the event it is added to the franchise: Remainder of page left blank intentionally. RFP09004 Commercial Solid Waste 27 EXHIBIT "B" ANNUAL RATE ADJUSTMENT An annual rate adjustment shall be applied to the franchise rates calculated from the average diesel fuel price per gallon and the Consumer Price Index. The annual rate adjustment will be based on the annual diesel fuel price for the East Coast Lower Atlantic (P ADD I C) No 2 Diesel Retail Sales by All Sellers obtained from data published by the U,S, Government at the following website: http://tonto.eia.doe. gov/ooglinfo/ gdu/ gasdiesel.asp The Consumer Price Index adjustment will be based on published data obtained from the U.S. Department of Labor Bureau of Labor Statistics for the South Urban region at the following website: http://www. bls,gov/cpil The following formula will be used to calculate the Annual Rate Adjustment: ARA = O,85(CPIC) + O.I 5 (AADPI) Where; ARA = Annual Rate Adjustment CPIC = Consumer Price Index Change AADPI = Average Annual Diesel Price Increase CPIC will be calculated using the following: (CPI Average Current Year) - (CPI Average Previous Year) = Index Point Change (Index Point Change) -:- (CPI Average Previous Year) = CPIC AADPI will be calculated using the following: (#2 Diesel Retail ($/gal) Current Year) - (#2 Diesel Retail ($/gal) Previous Year) = (Annual $/gal. Change) (Annual $/gal. Change) -:- (#2 Diesel Retail ($/gal) Previous Year) = AADPI RFP09004 Commercial Solid Waste 28 PROPOSER: CONTRACT REFERENCES List below firms with whom you have contracted for solid waste collection services within the past or with whom you are presently contracting, 1. COMPANY NAME: ADDRESS: CONTACT PERSON: PHONE NO.: 2. COMPANY NAME: ADDRESS: CONTACT PERSON: PHONE NO.: 3. COMPANY NAME: ADDRESS: CONTACT PERSON: PHONE NO.: RFP09004 Commercial Solid Waste 29 PROPOSER: CLARIFICATIONS AND EXCEPTIONS TO FRANCHISE AGREEMENT 1. Do you have any clarifications and exceptions to the proposed Franchise Agreement? Yes No If yes, will you enter in the Franchise Agreement if the City does not accept any of the exceptions/changes requested? Yes No If yes, state below all clarifications and exceptions, RFP09004 Commercial Solid Waste 30 RFP #09-004 COMPANY INFORMATION/SIGNATURE SHEET F AlLURE TO COMPLY WITH THESE RFP INSTRUCTIONS WILL RESULT IN DISQUALIFICATION OF YOUR PROPOSAL. PLEASE SIGN BELOW ATTESTING THAT YOU HAVE READ AND UNDERSTAND ALL RFP INSTRUCTIONS AND THAT THE PRICES REFLECTED ON THE "SCOPE OF WORK/COMPENSATION FEE PROPOSAL FORM" ARE ACCURATE AND WITHOUT COLLUSION, COMPANY NAME TELEPHONE (INCLUDE AREA CODE) FAX (INCLUDE AREA CODE) E-MAIL ADDRESS IF REMITTANCE ADDRESS IS DIFFERENT FROM PURCHASE ORDER ADDRESS, PLEASE INDICATE BELOW: AUTHORIZED SIGNATURE (manual) NAME/TITLE (PLEASE PRINT) STREET ADDRESS CITY STATE ZIP FEDERAL ID # _Individual _Corporation _Partnership _Other (SpecifY) Sworn to and subscribed before me this day of ,20_" Personally Known or Produced Identification (Type ofIdentification) Notary Public - State of County of Signature of Notary Public Printed, typed or stamped Commissioned name of Notary Public RFP09004 Commercial Solid Waste 31 SCHEDULE 1 ACCOUNTS CURRENTLY BEING SERVICED BY FRANCHISEE RFP09004 Commercial Solid Waste 32 SCHEDULE 2 PROPOSED EXCLUSIVE COMMERCIAL AND MULTI-FAMILY SOLID WASTE COLLECTION FRANCHISE AGREEMENT THIS AGREEMENT is made and entered into this day of , 2009, between the CITY OF OCOEE, a Florida municipal corporation (hereinafter refereed to as the "City") and , a 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) 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 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, The provisions of Florida Statute 403.70605 shall also apply. Section 4. Term. The franchise shall be granted for an initial term of five (5) years commencing on , 2009 and terminating on , 20_, 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 ,20_. Should the City or the Franchisee determine not to extend the term 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 RFP09004 Commercial Solid Waste 33 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 Frapchisee 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. 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 ,2009, 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, Section 7. Routes and Schedules, Franchisee shall provide the City with schedules and collections 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. RFP09004 Commercial Solid Waste 34 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. S, 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. 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. Spillaae. 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, RFP09004 Commercial Solid Waste 35 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 Charaes, A. 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 "A" attached hereto and by this reference made a part hereof, 8, 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 by customers for services rendered pursuant to this Agreement. The Franchisee 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. C, 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 charges actually collected by the Franchisee from customers for services rendered pursuant to the franchise granted by this Agreement ("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 during the previous month. Such payment shall be transmitted on a City approved form and shall include a certification by the Franchisee 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 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. 0, Notwithstanding any provisions contained herein to the contrary, the rates and charges for commercial and multi-family solid waste collection and disposal services set forth in Exhibit "A" hereto shall remain in effect until at least May 31, 2006. Thereafter, subject to the terms and conditions set forth herein, the Franchisee may annually request a change in such 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 will be effective (but no earlier than November 15).. All requested rate changes 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 approve any requested rate change 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 shall not become effective until the City and the Franchisee have executed an amendment to this Agreement setting forth the new rates and the effective date thereof; provided, however, that any such amendment may be considered at the same meeting at RFP09004 Commercial Solid Waste 36 which the public hearing is held. Any such new rate 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 rate schedule, Nothing contained herein shall be construed to obligate the City Commission to approve any change in the rates set forth herein, E. 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, 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 2 cubic yard dumpster collected once per week, with charges for additional requested services to be the incremental cost above the donated service. For the purposes hereof, "religious institutions" means churches and ecclesiastical or denominational organizations or established 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, 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 all fees and charges billed and collected 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 RFP09004 Commercial Solid Waste 37 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 all fees and charges billed and collected by the Franchisee pursuant to the franchise granted by this Agreement and the Franchise Fees 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. Assianment. 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 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 fees and paralegal fees and 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 RFP09004 Commercial Solid Waste 38 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. 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. 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 be 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, 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. RFP09004 Commercial Solid Waste 39 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. Franchisee shall provide, prior to the execution of this Agreement and within ten (10) days of award of the Agreement, and at least thirty (30) days prior to the expiration of an insurance policy or policies theretofore provided 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 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. 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 RFP09004 Commercial Solid Waste 40 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 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. Attornevs' 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 RFP09004 Commercial Solid Waste 41 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: Public Works Director Phone: (407) 905-3100 Ext. 6002 As to Franchisee: 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 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. RFP09004 Commercial Solid Waste 42 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 dated , 2009, said response 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. 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 preceded by at least thirty (30) 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. Signed, sealed and delivered in the presence of: CITY OF OCOEE By: S. Scott Vandergrift, Mayor RFP09004 Commercial Solid Waste 43 Signed, sealed and delivered in the presence of: For use and reliance only by the City of Ocoee, Florida. Approved as to form and legality This day of 2009 RFP09004 Commercial Solid Waste Attest: Beth Eikenberry, City Clerk (SEAL) FRANCHISEE: By: , President Attest: , Secretary (SEAL) APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON 2009 UNDER , AGENDA ITEM NO. 44 EXHIBIT A CURRENT RATES CHARGED BY CITY FRANCHISEE RATES FOR COMMERCIAL COLLECTION RFP09004 Commercial Solid Waste 45 EXHIBIT "B" ANNUAL RATE ADJUSTMENT An annual rate adjustment shall be applied to the franchise rates calculated from the average diesel fuel price per gallon and the Consumer Price Index. The annual rate adjustment will be based on the annual diesel fuel price for the East Coast Lower Atlantic (P ADD 1 C) No 2 Diesel Retail Sales by All Sellers obtained from data published by the U.S. Government at the following website: http://tonto . eia. doe. gov /00 g/info/ gdu/ gasdiesel.asp The Consumer Price Index adjustment will be based on published data obtained from the U.S. Department of Labor Bureau of Labor Statistics for the South Urban region at the following website: http://www. bls.gov/cpi/ The following formula will be used to calculate the Annual Rate Adjustment: ARA = O.85(CPIC) + O.15(AADPI) Where; ARA = Annual Rate Adjustment CPIC = Consumer Price Index Change AADPI = Average Annual Diesel Price Increase CPIC will be calculated using the following: (CPI Average Current Year) - (CPI Average Previous Year) = Index Point Change (Index Point Change) -:- (CPI Average Previous Year) = CPIC AADPI will be calculated using the following: (#2 Diesel Retail ($/gal) Current Year) - (#2 Diesel Retail ($/gal) Previous Year) = (Annual $/gal. Change) (Annual $/gal. Change) -:- (#2 Diesel Retail ($/gal) Previous Year) = AADPI RFP09004 Commercial Solid Waste 46