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HomeMy WebLinkAboutPacket 07-21-2009 WorkshopROLL CALL: DISCUSSION: City of Cape Canaveral '.OUNCIL WORKSHOP MEETING CITY HALL ANNEX k Avenue, Cape Canaveral, Florida TUESDAY JULY 21, 2009 5:00 PM gular City Council Meeting will follow ',onclusion of the Workshop Meeting AGENDA Oral Presentation and Final Ranking of Proposals for RFP 01-2009 Garbage and Recycle Collection Services. ADJOURNMENT: Pursuant to Section 286.0105, Florida Statutes, the City hereby advises the public that: If a person decides to appeal any decision made by the City Council with respect to any matter considered at this meeting, that person will need a record of the proceedings, and for such purpose that person may need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based. This notice does not constitute consent by the City for the introduction or admission into evidence of otherwise inadmissible or irrelevant evidence, nor does it authorize challenges or appeals not otherwise allowed by law. Persons with disabilities needing assistance to participate in any of these proceedings should contact the City Clerk's office (868-1221) 48 hours in advance of the meeting. 105 Polk Avenue • Posc Office Box 326 Cape Canaveral, FL 32920-0326 Telephone: (321) 868-1220 Fax: (321) 868-1248 www.ciryofcapecanaveral.org • email: ccapecanaveral@cfl.rr.com City of Cape Canaveral City Council Agenda Form City Council Workshop Date: JULY 21, 2009 [Mi7 ► r:7 Subject: .... � RFP 01-2009, Garbage and Recycle Collection Services —Oral Presentation and Final Ranking of Proposals Department: City Manager Summary:...� ........... On May 26, 2009, the City issued RFP 01-2009, Garbage and Recycle Collection Services. The bid opening was held on June 26, 2009 with four (4) companies submitting responsive bids. City Council held a workshop meeting on July 6, 2009 and selected Waste Management and Waste Pro to make oral presentations. The City's consultant, RCG. Inc. Consulting, reviewed each bid in detail and submitted the attached report. Bid tabulation sheets for contractor and City billed services are attached. Requested Council Action: City Council review and comment, as needed, on the oral presentations by Waste Pro and Waste Management. City Council conduct a final ranking of the companies, using the four (4) evaluation criteria: 1) fee proposal up to (40) points, 2) contract approach up to (10) points, 3) customer service up to (20) points, and 3) experience/qualifications up to (30) points. Total points to be earned: (100). Direct the city manager to negotiate a final contract with the top ranked firm. Financial Impact: To be determined. Attachments: )f Supporting Documents Reviewed Bid Tabulation Sheets on City and Contractor Billed Services, Evaluation Criteria and evaluation Matrix, Consultant's Report of 7/2/09, and Existing Contract and Amendment #1 — Alternate Bid #3. Submitting Department Head: Date: Approved by City Manager: Date: City Council Action: ] App a ascornmended [ ]Disapproved [ ] Approved with Modifications [ ] Tabled to Time Certain cape-ntUcimlmydocumentsladmin\councillmeeting12009107-21-09101-2009.doc City of Cape Canaveral RFP 01-2009 Garbage and Recycle Collection Services. 991 7/16/2009 Services billed by the Oty $4.70 User Category Units billed Existing Rates Alternate bid #3 Alternate bid H3 M3r-09 Waste Management Waste Management Waste Pro Multi -Family recycling - CARTS 6221 $1.73 $1.79 Single Family- CART, yard waste, 1772 $9.54 $9.52 $8.80 Bulk and recycling service $202,858.56 $202,433.28 $187,123.20 Multi -family CART & bulk service 991 $4.74 $5.06 $4.70 $56,368.08 $60,173.52 $55,892.40 Multi -Family recycling - CARTS 6221 $1.73 $1.79 $1.7S $129,147.96 $133,627.08 $130,641.00 Commercial CART service 46 $11.32 $28.80 $10.75 $6,248.64 $15,897.60 55,934.00 Monthly Container (dumpster) yards 1163 $29.08 $3.58 $26.25 $405,840.48 549,962.48 $366,345.00 Extra pick-up container yards 1389.93 $4.16 $8.31 $3.95 $69,385.31 $138,603.82 S65,882.68 Annual Contract totals $869,849.03 $600,697.78 $81,1„818.28 Waste Management is 30.94%less than the existing contract $269,151.25 Annual decrease from existing contract $269,151,25; -30.94% Waste Pro Is 6.67% less than the existing contract $58,030.74 Annual decrease from existing contract $59,0,30.74 -6.67% City of Cape Canaveral RFP 01-2009 Garbage and Recycle Collection Services. Services billed directly by the contractor 7-16-09 No quantities were bid. Description of Service Existing rates Alternate bid #3 Alternate bid #3 Waste Management Waste Management Waste Pro Roll off container 20 yard open top per pull 30 yard open top per pull 40 yard open top per pull Roll off compactors 15 yard monthly rate 20 yard monthly rate 30 yard monthly rate 40 yard monthly rate Compactor per pull charge 15 yard per pull 20 yard per pull 30 yard per pull 40 yard per pull Delivery charge for all roll off type containers. Additional charges for commercial Containers. Wheels on containers - monthly locking bars and locks - monthly $145.14 $172.03 $198.90 $145.14 $172.03 $198.90 $160.00 $160.00 $160.00 N/A $2S0.00 $450.00 N/A $300.00 $450.00 N/A $350.00 $450.00 N/A $400.00 $450.00 N/A $161.88 $160,00 $145.14 $161,88 $160.00 $172.03 $161.88 $160.00 $198.90 $161.88 $160.00 $50.00 N/A N/A $55.00 $21.40 $19.80 $ 75,00 $35.00 $35.00 Multi-Family/Commercial yard waste Full clam truck per pick up $120.00 $280.00 $120.00 1/2 clam truck per pick up $60,00 $168.00 $60.00 EVALUATION CRITERIA The following criteria will be used to determine the most responsible, responsive bidder. The City reserves the right to accept or reject any or all proposals received as a result of this Request for Proposals, if it is in the best interests of the City to do so. The Franchise ,agreement, if awarded, will be awarded to the Bidder the City determines can best meet the City's needs. Lowest price will not necessarily guarantee award. Bid Prices: Unit prices as contained on the Bid Form submitted by the bidder will be used to determine the total costs to the City and its customers for residential solid waste and recyclable material collection and disposal services. Presentation: The short fisted Contractor shall have an opportunity to make a presentation to the selection committee regarding their qualifications and experience, their transition plan, the relative benefits of the alternative collection methodologies, their public education programs, plans to expand recycling services and materials, etc. Competency, Reputation, and Regional Experience of Vendor: The Contractor shall have a minimum of 3 successful years experience with a contract for collection, transport and recycling of solid waste equal or greater than 5,000 residential units within 100 miles of City. The City may contact any agency for which the vendor is or has performed services to determine the competency, reputation and experience of the vendor. In addition, the City may consider its own experience in dealing with the vendor. Financial Ability of Vendor: Each Bidder is required to submit a copy of its most recent audited financial statement prepared by a State licensed Certified Public Accountant. The City may also review information received from any source concerning the financial ability of the vendor to provide the required services to the City. Prospective bidders are prohibited from contacting any member of the Selection Committee (except the Facilitator) at any time during the bid process, up to the time of contract award. Any attempted contact may be grounds for disqualification. Evaluation Matrix Evaluation Criteria Maximum Points 1 Fee Proposal 40 2 Contract Approach 10 3 Customer Service 20 4 Experience/Qualifications 30 Total Points To Be Earned 900 Total Points to be earned are on a scale of 1 — 100 points, 1 = lowest, 100 = highest Tentative Calendar of Events* 1 RFP Issue Date Ma 26, 2009 2 Mandato Pre -Proposal Conference — City Manager June 2, 2009 10 a.m. 3 Bid Responses Due to City Clerk June 26, 2009 by 3:00 p.m. 4 Bid Opening June 26, 2009 4:00 p.m. 5 Selection ieeting Evaluation and Ranking — City Council July 6, 2009 6 Oral Presentations and Final' Rankin _ Cwt Council . Jul 13, 2009 ._ 7 Contract award — City Council July 21, 2009 8 Effective Contract Date October 1, 2009 All times, dates and actions are subject to change. All meetings are publicly posted and open to the public under the Sunshine Law. 7017 S NLanOc Avvv at,,: aCc %% Smyrna tea~€Garr, t`laiaWa 32 MI) 6'9tuyr:r. 39G7...427 9339 p,;'ax _M6-427-4549 CO 386-527-8667 Fq,I aO RHI ..q t(ur,AN.,"O" t RCG, hic t..,onsulting July 2, 2009 Mr. Bennett Boucher City Manager 105 Polk Avenue Cape Canaveral, Florida 32920 Subject: Analysis and recontmendat ions for RFP # 01-2009 Solid Waste Collection Contract Dear Mr. Boucher: Pursuant to our contract with the City to provide professional consulting services during the solid waste collection RFP procedure, our firm has reviewed the eight (8) submissions of the RFP # 01-2009 for residential and commercial solid waste collection services as per the summary below: Of the eight (8) firms submitting, Four (4) submitted full qualified proposal packages, four (4) submitted a letter of no response_ Additionally three (3) contractors who attended the pre -proposal cottference did not submit either a proposal package or a letter of no bid. We have fully analyzed all components of each submission and offer the following: Advanced Disposal: Choice Waste Services: Disposal: Emerald Waste Services Submitted a letter of No Response. Submitted a letter of No Response. Submitted a letter of No Response. Submitted a letter of No Response. Reference checks are rated as follows in the questioning: Type of service rendered, types of complaints, level of complaints high, medium, low. Resolution of complaints: very satisfactory, satisfactory and unsatisfied. Rating of the overall service: Very satisfied, satisfied and unsatisfied_ Republic Services: • Complied with all of the specifications of the RFP requirements. • This firm submitted the hi2best Aricin2 for residential and commercial collection for all pricing quotes except for Alternate 41. • This firm's operational plan, list of equipment, manpower, and recycling marketing plan is not outlined in detail. The transition plan and recycling marketing plan are not specific, They do not name the equipment by make and model and only state the make and model to be late model as per the RFP specifications. • This firm's submitted equipment list appears to be a total list of equipment used within the Central Florida operations and isnot specific as to the equipment to be used to provide the . . . . . . . . . . . . . . . . . . . . . . . . . . . . Waste Consulting up C"rte° and Count �+�femage tent July 2, 2009 Page 2 services to the City of Cape Canaveral. Spare/backup equipment ratio of 1 spare to 7 front line vehicles is adequate. The equipment is not listed specifically for servicing the commercial front load accounts. • Although the firm states they will purchase and provide the required types of vehicles, the equipment list outlining the number of collection vehicles and support vehicles by type is not stated. • The proposer needs to verify the equipment list by type and quantity for each. They did list the number of drivers and helpers they would anticipate to provide the services to the City. • The recycling marketing plan is not specific. • The plan for handling customer service complaints as stated has numerous customer service representatives (CSR) which logs complaint calls into a log type system and requires call in's from customers who can choose to leave a message. There is no mention of an internet access to a web base tracking system for entering complaints or requests which would be accessible by residents and commercial businesses. • Republic submitted a Facility Emergency Response Plan whicli is generic but with events detailed as to their part within certain actions. • The key personnel within management and operations are highly qualified within the waste collection field with numerous years of service. • The transitioo plan is detailed and specific as to dates by category. • Financials are current and detailed. • Green Solution statements are minimal at best and there are no direct statements relating to or directed to the City of Cape Canaveral. • References checked with other municipalities. • References: The quality and level of service provided is satisfactory for the City of Oviedo, Joe Grusaukas, Polk County Public Works, Hillsborough Solid Waste Department, Palm Beach County Solid Waste Authority. Waste Management Inc. of Florida: • Complied with all of the specifications of the RFP requirements. • This firm submitted the next to lowest pricing for residential collection for all options. • This firm's operational plan, list of equipment, manpower, transitional plan and recycling marketing plan is outlined in detail with some statements regarding the inspection of commercial containers being inspected every collection day. I question this statement. • This firm's list of equipment stales 2 automated side loaders which at the start of this contract will be four (4) years old for residential garbage collection, two (2) recycling trucks, one will be five (5) years old and the other two (2) years old, one (1) clam shell truck eight (8) years old, one (1) commercial front end load truck four (4) years old and one (1) roll off truck four (4) years old. One (1) each type of truck for use as a backup although there is no reference to the make, model or age of the backup vehicles. The amount of equipment offered within the submittal will be adequate. • The staffing as listed by this company is somewhat confusing since they state the residential waste will be collected by the use of an automated side loader which has a one man crew, the driver only. The company states they will have three (3) residential rear load drivers plus a spare driver and will only have two (2) automated side loader collection vehicles_ • Green Solutions stated within the submission are generic with the national company's brochure and are not specific with any direct statements relating or directed to the City of Cape Canaveral. • Letters of recommendations; only one (1) from a municipality, one (1) from a local resident and five ( 5) from organizations which Mr. Geletko lists in his resume which he is either a present or past member of such organization. Aly 2, 2009 Page 3 References: One municipal official was very displeased with the response by Waste Management in dealing with issues in a timely manor. Stated he had to call the corporate office in Houston to gel results. Other listed references were satisfied or very satisfied with the level of service and response to complaints. Brevard County Solid Waste Department, Mr. Scott, Palm Bay, Lee Feldman, Melbourne, Jennifer Wilster, Indian Harbor Beach, Cocoa Beach, Ilene Clark. Waste Pro of Florida, Inc.: • Complied with all of the specifications of the RFP requirements. • This firm submitted the lowest pricin for residential and commercial services for all options, • This firm's operational plan, list of equipment, manpower, transitional plan and recycling marketing plan is very detailed. The Customer service and community service plan is in depth as well as their planned green movement environmental program for the firm, its equipment, employees and municipal contracts. • This firm offers an adequate amount of equipment, which will be state of the all and brand new collection vehicles and containers to service both the residential and commercial units. The equipment listed is two (2) 2009 rear load trucks with cart flippers, two (2) 2009 Recycling Trucks, one (l) 2009 Claw truck, one ()) 2009 Commercial front load truck, one (1) 2009 roll off truck, one (1) 2009 Commercial container service truck and one (l) 2009 Supervisor pickup truck. These vehicles will meet the 2008 Federal emission standards, and many other accessories which will comply with Green Solutions. Spare equipment will be one for each type of service and no older than live (5) years old. Therefore, Waste Pro will have sufficient spare backup equipment. Waste Pro also states all new commercial containers to be put in place within the City. • The proposal plan for servicing the beachside containers and bus stop locations is detailed as to the type of truck, manpower, frequency and inspections. • The customer service plan for this firm is hands on locally, with a bonus program for all employees from dispatchers to drivers and supervisors. • This company has a detailed recycling education plan along with contributing up to $2,000.00 per year within the City to promote recycling. • This company has complied with the requirements of the RFP specifications with a full understanding of HB7135. They are the only company that has complied within their submittal of this requirement. • Green Solutions, such as offering 18 gallon recycle bins for the same cost as 14 gallon bins to enhance residential recycling if the City decides to continue using these types of bins, as well as giving the residents a choice of either carts or bins for recycling. The proposal also speaks to the use of hybrid tacks for certain services, installed on board oil purification systems on the entire fleet. The submission booklet has an entire section devoted to Green solutions. • Waste Pro is offering electronic recycling to the residents, to partner with Recycle Bank, distribute reusable grocery shopping bags to all residents whether it is single family or multi- family and would include rules and regulations of the City along with recycling information. • Waste Pro is in the process of discussions with a firm to recycle yard waste. This will work to comply with HB 7135 which is 75% recycling of yard waste. • The submission speaks in detail regarding their Disaster Recovery Plan, their internal equipment and manpower available as well as a standing agreement with a substantial disaster recovery company who will be in addition to the primary company. • This is the only company who has complied with the RFP specification of having a live online web base tracking system which will be available through the internet for residents and commercial customers. • This submittal is one of the most complete and comprehensive submittals we have reviewed recently. July 2, 2009 Page 4 References: All references including startup contracts have checked out in excellent rating and as very satisfactory. The last two (2) transitions from previous contractors to Waste Pro were reported by the Municipalities (City of Daytona Beach Shores and the City of Winter Park) as seamless. All other references reported as very satisfactory: City of Daytona Beach, David Hand, New Smyrna Beach, Khalid Resheidat, Sanford, Brooke Bennett, Seminole County, Johnny Edwards, Winter Springs, Kip Lockcuff, Veolia Environmental Services of Florida, Inc.: • Complied with all of the specifications of the RFP requirements. • This firm submitted the highest pricing for residential collection for all pricing quotes under Alternate #1 and no pricing for the other pricing options. • This company would require a change in service days. This (inn's operational plan and recycling marketing plan is not outlined in detail. The transition plan and recycling marketing plan are not specific. They do name the equipment by make and model and list by name and job description those employees presently in various roles and capacity in the organization within the Central Florida operation. • Spare/backup equipment ratio is not listed. • There is no listing for the number of drivers and helpers they would anticipate to provide the services to the City. • The recycling marketing plan is not specific • The plan for handling customer service complaints as stated has numerous customer service representatives (CSR) which log call in complaints into a log type system and requires tali in's from customers who can choose to leave a message. There is no mention for an internet access to a web base tracking system for entering complaints or requests. • Veolia submitted a Backup Transport System which has a brief statement regarding Disaster Response which is basic and generic without detail. • The key personnel within management and operations are highly qualified within the waste collection field with numerous years of service. • There is no mention regarding the transition plan. • Financials are current and detailed. • Green Solution statements are minimal at best and there are no direct statements relating to or directed to the City of Cape Canaveral. • References were checked with other municipalities of which five (5) are listed. • References: The quality and level of service provided is satisfactory. Orange County Solid Waste Department, Lake County did not receive a call back at this time, Lee County, Lindsey Sampson, Port Orange, Warren Pike, Palm Beach County, John Archambo. The pricing seems to have a substantial variance among the proposer's with regards to the residential and commercial pricing. In post proposal interviews with the two proposer's who bid very high on all components. We wanted to have a clear and certain understanding why such a large disparity in the pricing. Both Republic and Veolia stated their EBINTDA requirements for a new start up company was high without a base in place to absorb the cost of capital. This requirement makes it difficult to bring the pricing more in line to a competitive range. Waste Management and Waste Pro both have existing operations within the area, therefore, their pricing is a competitive and market rate range. Based on our review and analysis of the submittals, the following will outline for the City Manager, Mayor and City Council a synopsis of the matenal and pricing submitted. In all four (4) RFP scenarios Waste Pro submitted the overall lowest and most responsive proposal. July 2, 2009 Page 5 Waste Management's submission is ranked as next highest pricing proposal and the response was less detailed in many aspects of the RFP requirements. Waste Pro's total cost submitted ranges from 16.79% to 19.52% lower than the next lowest submission which is Waste Management. Waste Pro's submitted annual dollar amount is lower tl-an Waste Management which ranges from S 179,100.04 to 5208,869.64. Under Alternate 03, Waste Pro is S 180,801,16 annually lower than Waste Management and $58,784.28 or 6.7% lower than the City's current cost. Under Alternate 03, Waste Management's pricing, which is their lowest pricing alternative, is S 122,016.88 or 14% higher than the City's current cost. Based on all of the factors reviewed within the submissions by the four proposer's overall responses, quality of service offered, and lowest total contract price, our recommendation is to seek approval from the Mayor and City Council to negotiate a final contract with Waste Pro of Florida, Inc. If there are any questions please do not hesitate to call. Sincerely, William S. Redman, Jr. Senior Vice President cc: Jean S. Redman, President 5.9 5 �a - zi ----- — — ----- — S,18 j 81 8' ER R 9 P 's 's F,�qI8 81"S, 8, 8 J2 021� IN, -I �n 2 9 016,�aj�jb!, t Y ,I,, sq, 5,; "6 1A w w ra db �a Ty �a - zi S,18 j 81 8' ER R 9 P 's 's �a - F,�qI8 81"S, 8, 8 J2 021� -I �n 2 ra Ty Ivi w to m C6 'g 0 0 L1 U! �(S 13 11 R J RE aw 2 1 26 R b. Z7, 21, S, 8 2 8 2R R S, 'a S, 3" S �4 g 8 Jol. E n. cr, Ld >4 IX Ix, X Axl D, r -w 0 0 Wi (n U Q L z 0 z 0 2 c 5 m"t 'Lu� 'W. Ia iz D u, 2) Fm z z a �2 '6 5 00 o o � * —'Z Z Z o 0 Z Z lo Z x c x x >' IQ I t x X, rl -4 mh 3 D, r -w 0 0 Wi (n U Q L z 0 z 0 2 c 5 m"t 'Lu� 'W. u D u, 2) Fm Ix co 191 a �2 '6 5 00 o o � * —'Z Z Z o 0 Z Z lo Z x c x x >' SOLID WASTE AGREEMENT THIS AGREEMENT made and entered into this 1 st day of October, 2004, by and between the CITY OF CAPE CANAVERAL, FLORIDA, a Florida Municipal Corporation, located at 105 Polk Avenue, Cape Canaveral, Florida 32920 (hereinafter "City") and WASTE MANAGEMENT OF FLORIDA, INC., a Florida Corporation, located at 7382 Talona Drive, W. Melbourne, Florida 32904 (hereinafter "Contractor"). WITNESSETH - WHEREAS, there is an immediate and continuing need for the collection and disposal of bulk trash, refuse, vegetative waste, and recyclable materials from residents, businesses, and other entities within the municipal boundaries of the City of Cape Canaveral; and WHEREAS, Contractor has the necessary equipment, personnel, and experience to properly perform the collection and disposal services described herein; and WHEREAS, it appears to be in the best interests of the public health, safety, and welfare of the citizens of the City of Cape Canaveral and its resident businesses and entities to award a franchise to Contractor to provide for the collection and disposal of bulk trash, refuse, vegetative waste, and recyclable materials upon the terms and conditions more particularly described herein. NOW THEREFORE, in consideration of the mutual covenants, agreements, and consideration contained herein, the City and Contractor agree as hereinafter set forth: 1.0 Recitals. The foregoing recitals are true and accurate and are incorporated herein by reference. 2.0 Definitions. The following words and phrases contained in this Agreement shall have the meaning ascribed in this section unless the context clearly indicates otherwise: 2.1 Autborized Representative: Shall mean the City Manager or his designee who shall represent the City in the administration and supervision of the Agreement. The City Manager's designee, if any, shall be appointed in writing, and said appointment may be for the administration and supervision of this Agreement, in whole or in part. 2.2 Biohazardous Waste: Shall mean any solid waste or liquid waste which may present a threat of infection or disease to humans or may reasonably be suspected of harboring pathogenic organisms. The term includes, but is not limited to, non -liquid human tissue and body parts; laboratory and veterinary waste which contain human - disease -causing agents; used or contaminated disposable sharps (e.g. hypodermic Solid Waste Agreement City of Cape Canaveral /Waste Management of Florida, Inc. Page 1 of 43 needles, syringes, broken glass, and scalpel blades), human blood, and human blood products and body fluids; and other materials which in the opiFuon of the Department of Health and Rehabilitative Services represent a significant risk of infection to persons outside the generating facility. 2.3 Biological Waste: Shall mean solid waste that cause or has the capability of causing disease or infection and includes, but is not limited to, Biohazardous waste, diseased or dead animals, and other waste capable of transmitting pathogens to humans or animals. 2.4 Bulk Trash: Shall mean any non -vegetative item which cannot be containerized, bagged or bundled; including, but not limited to, inoperative and discarded refrigerators, ranges, toilets, washers, dryers, bath tubs, water heaters, sinks, bicycles, and other similar appliances, household goods, and furniture and shall not be commingled with vegetative waste. 2.5 City: Shall mean the City of Cape Canaveral, a Florida Municipal Corporation located in Brevard County, Florida, acting through its City Council or Authorized Representative. 2.6 City Council: Shall mean the City Council of the City of Cape Canaveral, Florida. 2.7 City Code or Code: Shall mean the Code of Ordinances of the City of Cape Canaveral, Florida. 2.8 Collection and Disposal Service: Shall mean the process whereby refuse, bulk trash, vegetative waste, or recyclable material is collected and transported for disposal by Contractor under this Agreement to a designated facility or some other approved disposal facility. 2.9 Collection Equipment: Shall mean any vehicle or equipment that is used by Contractor to perform the collection and disposal service required bythis Agreement. 2.10 Collection Vehicle: Shall mean any vehicle that is used by Contractor to perform the collection and disposal service required by this Agreement. 2.11 Collection Regulations: Shall mean any local, state, and federal laws and administrative rules that regulate any and all aspects of collection and disposal services, as may be in existence during the term of this Agreement. 2.12 Commercial Service: Shall herein refer to the collection and disposal service provided to business establishments, churches, schools, multiple dwelling units, office buildings and other commercial establishments. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 2 of 43 2.13 Commercial Trash: Shall mean any and all accumulations of paper, rags, excelsior or other packing materials, furniture, appliances, wood, paper or cardboard boxes or containers, sweepings, and any other similar accumulation not included under the definition of garbage, generated by the operation of stores, offices, and other commercial establishments. Commercial trash shall not include special waste. 2.14 Complaint: Shall mean verbal or written indication from a customer or the Authorized Representative of a problem with any aspect of the collection and disposal services provided by Contractor pursuant to this Agreement, whether or not the problem results in a service call by Contractor. 2.15 Construction and Demolition Debris: Shall have the same meaning proscribed in 62-701.200(27), Florida Administrative Code, which at the effective date of this Agreement means: Discarded materials generally considered to be not water soluble and non -hazardous in nature, including but not limited to steel, glass, brick, concrete, asphalt material, pipe, gypsum wallboard, and lumber, from the construction or destruction of a structure as part of a construction or demolition project or from the renovation of a structure, including such debris from construction of structures at a site remote from the construction or demolition project site_ The term includes rocks, soils, tree remains, trees, and other vegetative matter which normally results from land clearing or land development operations for a construction project; clean cardboard, paper, plastic, wood, and metal scraps from a construction project. Further, except as provided in Section 403.707(12)0), Florida Statutes, tl-ds term shall also include unpainted, non -treated wood scraps from facilities manufacturing materials used for construction of strictures or their components and unpainted, non -treated wood pallets provided the wood scraps or pallets are separated from other solid waste where generated and the generator of such wood scraps or pallets implements reasonable practices of the generating industry to minimize the commingling ofwood scraps or pallets with other solid waste; and de minimis amounts of other nonhazardous wastes that are generated at construction or demolition projects, provided such amounts are consistent with best management practices of the construction and demolition industries. Mixing of construction and demolition debris with other types of solid waste will cause it to be classified as other than construction and demolition debris. 2.16 Contract or Agreement: Shall mean this Contract, and any amendments and renewals from time to time, executed by the City and the Contractor for the performance of the collection and disposal services described herein. 2.17 Contractor or Franchisee: Shall mean Waste Management of Florida, Inc. and its directors, officers, employees, agents, contractors, and assigns. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 3 of 43 2.18 CPI: Shall mean the Consumer Price Index (1982-84=100) for the U.S. City average - all items - all urban customers - south, population less than 50,000, published by the United States Department of Labor, Department of Labor Statistics. 2.19 Customer: Shall mean City and any person, establishment or entity who receives, is required to receive, or requests collection and disposal services within the service area. 2.20 Designated Facility: Shall mean a disposal processing, recovery, recycling or transfer facility designated by the Authorized Representative. 2.21 Disposal Costs: Shall mean the "tipping fees" or landfill costs charged to the Contractor by others for the disposal of solid waste collected by the Contractor in performing collection and disposal services provided hereunder. 2.22 Dispute: Shall mean a disagreement between Contractor and City concerning a question of fact, interpretation of this Agreement, Contractor's compliance and performance with the terms and conditions of this Agreement, and Contractor's level of service provided while performing collection and disposal services. A dispute does not include a disagreement concerning an annual evaluation as provided in paragraph 9.3. 2.23 Franchise: Shall mean an initial authorization or renewal thereof, voluntarily entered into by the Contractor and issued by the City, whether such authorization is referred to as a franchise permit, license, ordinance, resolution, agreement, contract or otherwise, which authorizes collection and disposal services within the service area. All Franchises shall be presumed to be non-exclusive unless otherwise specifically authorized by City in writing. Any such authorization, in whatever form granted, shall not mean or include any franchise or permit required for the privilege of transacting and carrying on a business within the service area as required by other Code provisions and ordinances of the City. 2.24 Garbage: Shall mean all putrescible waste which generally includes, but is not limited to, kitchen and table food waste, animal, vegetative, food or any organic waste that is attendant with or results from the storage, preparation, cooking or handling of food materials whether attributed to residential or commercial activities. Garbage shall not include special waste. 2.25 Hazardous Waste: Shall mean waste defined as hazardous waste pursuant to local, state, and federal law, 2.26 Household Trash: Shall mean the accumulation of paper, excelsior, rags, wooden or paper boxes and containers, sweepings, broken toys, tools, utensils, whole automobile tires (not to exceed an amount permitted by the designated facility), Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 4 of 43 construction and demolition debris from "do-it-yourself' projects not to exceed two cubic yards per customer per collection, and all other accumulations of a similar nature other than garbage and vegetative waste, which are usual to housekeeping, Bo - it -yourself home improvements, and home occupations (as defined by City Code), 2.27 Mechanical Container: Shall mean and include plastic or metal containers 2 cubic yards and greater dumped mechanically by a collection vehicle and able to be serviced by Contractor. 2.28 Multiple Dwelling Units: Shall mean any building containing three (3) or more permanent living units, not including motels and hotels, and any mobile home park. 2.29 Performance and Payment Bond or Letter of Credit: Shall mean the form of security approved by the City and furnished by the Contractor as required by this Contract as a guarantee that the Contractor will perform the collection and disposal services in accordance with the terms of the Contract. 2.30 Recyclable Materials: Shall mean newspapers (including inserts), aluminum cans and tin cans, plastic containers (HDPE and PET), brown, clear and green glass bottles and jars, and other solid waste materials added upon written Agreement between the City and the Contractor, when such materials have been either diverted from the remaining solid waste stream or removed prior to their entry into the remaining solid waste stream. 2.31 Recycling: Shall mean any process by which recyclable materials are collected, separated, and processed for purposes of extracting or reusing the raw materials contained in the recyclable inaterials. 2.32 Recycling Container. Shall mean a fourteen (14) gallon recycling bin used by residential customers and one or more ninety (90) gallon recycling center bins for commercial and multiple dwelling unit customers, or other types of recycling bins approved by the Authorized Representative, to store recyclable materials for collection and disposal service. 2.33 Refuse: Shall mean commercial trash, household trash and garbage, or a combination or mixture thereof. 2.34 Refuse Container: Shall mean a plastic or galvanized metal can, of a type which is commonly sold as a garbage can, which does not exceed thirty-two (32) gallon capacity or fifty (50) pounds in weight when full. Each such can shall have two (2) handles upon the sides of the can or a bail by which it may be lifted by a person and shall have a tight fitting top and shall also mean disposal plastic or paper bags (with or without sack holders and not less than I mm thick) of a type which is acceptable to be used for refuse storage and disposal. Solid Waste Agreement City of Cape Canaveral /Waste Management of Florida, Inc. Page 5 of 43 2.35 Rolloff Container: Shall mean a dumpster which is used for the collection and disposal of construction and demolition debris or solid waste. The rolloff container may be of the open or enclosed variety and is typically hoisted onto a specifically equipped truck for transporting the construction and demolition debnis or solid waste to a designated facility. 2.36 Residential: Shall mean single family detached homes, duplexes and triplexes. 2.37 Residential Service: Shall mean collection and disposal services provided to persons occupying residential dwelling units who are not receiving commercial service under this Agreement. 2.38 Service Area: Shall mean the area within the municipal boundaries of the City of Cape Canaveral, Florida, as may be modified from time to time pursuant to Chapter 171, Florida Statutes. 2,39 Sludge: Shall mean the accumulated solids, mixed liquids, residues, and precipitates generated from wastewater treatment, water supply treatment, air pollution control facilities, septic tanks, grease traps, privies, or similarwaste disposal appurtenances. 2.40 Solid Waste: Shall mean bulk trash, refuse, vegetative waste, and recyclable materials or any combination thereof. 2.41 Special Waste: Shall mean solid wastes that require special handling and management by Contractor, and which are not accepted at the designated facility or other disposal facility or which are accepted at the designated facility or other disposal facility at higher rates than is charged for refuse, including, but not limited to, asbestos, whole tires which do not constitute household trash, used oil, lead -acid batteries, and biohazardous wastes. 2.42 Transfer means the disposal by this Agreement, directly or indirectly, by gift, assignment, voluntary sale, merger, consolidation or otherwise, of twenty percent (20%) or more at one time of the ownership or controlling interest of Contractor, or thirty-five percent (35%) cumulatively over the term of the Agreement of such interests to a corporation, partnership, limited partnership, trust or association, or person or group of persons acting in concert or a change in control. Transfer shall not include any transfer or assignment to a person controlling, controlled by, or under the same common control as the Contractor at the effective date of this Agreement. 2.43 Vegetative Waste: Shall mean any vegetative matter resulting from routine and normal yard and landscaping maintenance generated on site and shall include materials such as tree and shrub materials, grass clippings, palm fronds, Christmas trees, tree branches and similar vegetative matter usually produced in the care of lawns, landscaping and yards. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 6 of 43 3.0 Grant of Franchise. There is hereby granted to Contractor an exclusive right, privilege or franchise to collect and transport for disposal solid waste within the service area, during the term of this Agreement and subject to the limitations and conditions as set forth in this Agreement. All rights granted to Contractor hereunder shall be subject to the continuing right of the City to regulate the City's rights-of-way and to protect the public health, safety, and welfare as shall, at the sole discretion of the City, be in the public's interest. The grant of this franchise shall not affect the City's right to provide collection and disposal services not expressly and unambiguously provided hereunder to Contractor on an exclusive basis or during an emergency. In the event of any conflict or ambiguity hereunder as to whether a collection and disposal service is exclusively granted to Contractor, the conflict or ambiguity shall be construed as granting Contractor a non-exclusive franchise with respect to the collection and disposal service at issue. Nothing under this Agreement shall be construed as providing any franchise for collection and disposal services not expressly provided for hereunder. 4.0 Scope of Work. It is the intent of this franchise to provide for the exclusive collection and disposal service of solid waste within the service area, with the exception of the exclusions specifically set forth in this Agreement. Contractor shall perform the collection and disposal service under the following terms and conditions, all of which shall be a material part of this Agreement: 4.1 General Requirements: Contractor shall fully comply with the following: A. Laws and Regulations. Contractor shall be familiar and comply with all collection regulations and shall be solely responsible for determining, absorbing, and adjusting to the financial and practical impact such regulations have on its operation, subject to Contractor's ability to petition the City Council for a rate adjustment pursuant to paragraph 5.6 of this Agreement. B. Labor, Insurance, Equipment, etc. Contractor shall provide, at its sole cost and expense, all labor, insurance, supervision, machinery, equipment, plant and office buildings, tracks, and other tools, equipment, and accessories necessary to perfonn the collection and disposal services in accordance with the level of service required by this Agreement. C. Protection of Public/Private Property and Utilities. Contractor shall conduct his work in such a manner as to avoid damage to private or public property and shall repair or pay for any damage caused by its operations, except reasonable wear and tear to roadways. Contractor shall have knowledge of all existing utilities and it shall operate with due care in the vicinity of such utilities and shall repair or have repaired, at no additional cost Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 7 of 43 to the customer or utility owner, any breakage or damage caused by its operations. D. Spillage. Contractor shall not cause any spillage of solid waste to occur upon private or public property or the rights-of-way wherein the collection and disposal service occurs. Collection and disposal service shall be performed by Contractor to avoid leaking, spilling, and blowing of solid waste, In the event of any spillage caused by Contractor, Contractor shall promptly clean up all spillage at its expense. Contractor shall maintain sufficient equipment on each collection vehicle (e.g. fork, broom, shovel) to pick up spillage, In addition, Contractor shall promptly clean up all fluid spillage from collection equipment to the maximum extent feasible and promptly notify the Authorized Representative of all such fluid spillage. E. Designated Facility. All solid waste shall be hauled to a designated facility as directed in writing by the Authorized Representative and disposed of at those facilities. At present such designated facility includes the Brevard County disposal facility. F. Holidays. Contractor shall not provide collection and disposal service on holidays observed by the City. The City shall provide a list of such holidays to the Contractor annually. Any disposal and collection service that would have been regularly provided, but for the holiday, shall be provided the day after the holiday. Further, unless otherwise directed by the Authorized Representative in writing, Contractor shall maintain the frequency of collection required by paragraphs 4.2(A), 4.3(A), and 4.4(A) during holiday weeks. Contractor shall inform the customers of any variance in the collection schedules resulting from a holiday at least five (5) days prior to each holiday. G. Contractor's Office. Contractor shall provide, at its sole cost and expense, a suitable office located within reasonable proximity to the service area. Within said office, Contractor shall maintain, during Contractor's normal working hours, a staff' and a local telephone number where complaints and requests for collection and disposal service shall be received, recorded in a log, and handled during Contractor's normal working hours. The office shall also provide for a means to promptly handle emergency complaints and requests for service. H. Litter and Dangerous Animals. Contractor shall not be responsible for scattered solid waste which can be categorized as litter unless the same has been caused by Contractor's acts or omissions, in which case, all such Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 8 of 43 scattered solid waste shall be picked up immediately by Contractor. Contractor shall maintain sufficient equipment on each collection vehicle (e.g. fork, broom, shovel) to pick up such scattered solid waste. Contractor shall not be required to expose themselves to the danger of being bitten by vicious dogs and animals, roaming at large, in order to accomplish collection and disposal services. However, in the event Contractor is unable to provide collection and disposal services to a customer under such conditions, Contractor shall immediately notify the customer, in writing, of such conditions and its inability to provide such collection and disposal services. I. Hours and Days. Except for unusual circumstances approved by the Authorized Representative in writing or as otherwise provided elsewhere in this Agreement, Contractor shall not perform collection and disposal services prior to 7:00 A.M. or after 7:00 P.M., E.S.T., Monday through Saturday. No collection and disposal services shall normally occur on Sundays and holidays designated in paragraph 4.1(F) unless authorized in writing by the Authorized Representative, J. Tagging Solid Waste Improperly Containerized. In the event solid waste is not containerized, bundled, or piled pursuant to this Agreement and Contractor does not perform collection and disposal services regarding such solid waste, Contractor shall tag the container, bundle, or pile or subject property with a written notice containing a brief explanation why the container, bundle, or pile was not collected and disposed of and promptly notify the Authorized Representative. The solid waste shall be collected and disposed of at the next regularly scheduled collection day, provided the solid waste is properly containerized, bundled, or piled. 7P ,1 K. Customer Report; City Billing Database. Contractor and City agree that �m�s the monthly customer report required to be maintained and filed by Contractor pursuant to paragraph 19.3(A) is vital to keeping an accurate account of all customers receiving collection and disposal services under this Agreement and for ensuring accurate billing of customers by City, To this end, Contractor and City agree that each party must diligently maintain an accurate, up-to-date list of customers and the collection and disposal services received by those customers. The Contractor shall promptly notify the City of any new and existing Customers requesting collection and disposal services and any current Customers terminating such services. L. S i te Plan/Devel o p men t Review. City shall notify Contractor of pending site plan and development review applications in order to give Contractor an Solid Waste Agreement City of Cape Canaveral i Waste Management of Florida, Inc. Page 9 of 43 opportunity to comment during the review process on the placement of refuse or mechanical containers and the point of collection of solid waste. 4.2 Residential Service. Contractor shall provide residential collection and disposal service to residential customers as follows. A. Frequency of Collection. Contractor shall provide collection and disposal services for household trash and garbage at least two (2) times per week, with collections at least three (3) days apart, and for bulk trash, vegetative waste, and recyclable materials not less than once per week. B. Point of Collection. Collection of household trash, garbage, bulk trash, vegetative waste, and recyclable materials shall be within five (5) feet of curbside. In the event an appropriate location cannot be agreed upon by the customer and Contractor, the Authorized Representative shall designate the location. The Contractor and Authorized Representative shall mutually agree upon point of collection locations for non -conforming service areas. For customers that are certified by a doctor as disabled and are unable to place household trash, garbage, or recyclable materials at the curb, collection shall be from the disabled customer's garage door or soine other location acceptable to the customer, and the refuse container and recycling container shall be returned by Contractor to the garage door or other location reasonably convenient to customer. C. Containers and Preparation. 1. Household Trash and Garbage. Contractor shall be required to provide collection and disposal services for all household trash and garbage generated from residential customers which has been properly prepared and stored in a refuse container provided under the Automated Cart Program. 2. Recyclable Materials. Contractor shall be required to provide collection and disposal services for all recyclable materials generated .from residential customers which have been properly prepared and stored in a recycling container. 3. Vegetative Waste. Contractor shall be required to provide collection and disposal services for all vegetative waste generated from residential customers provided tree limbs, tree trunks, palm fronds, etc., shall be cut in lengths of no greater than four (4) feet and shall not exceed a weight of fifty (50) pounds each. Additionally, vegetative Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 10 of 43 waste shall be properly prepared and stored in refuse containers (except plastic bags), specialized vegetative trash bags approved by the designated facility, or small pieces of vegetative waste shall be in bundles secured by rope, string, twine, cord or tape and large pieces of vegetative waste shall be placed in orderly piles. Each container, bag, or bundle shall not exceed a weight of fifty (50) pounds. 4. Bulk Trash. Contractor shall be required to provide collection and disposal services for all bulk trash generated from residential customers regardless of whether it is containerized. 4.3 Commercial Service. Contractor shall provide commercial collection and disposal service to commercial customers as follows: A. Frequency of Collection. Contractor shall provide collection and disposal services for commercial trash and garbage at least two (2) times per week, and more frequently as mutually agreed to by Contractor and the commercial customer, and for vegetative waste and recyclable materials (if vegetative waste and/or recyclable material service is requested by customer) not less than once per week. B. Point of Collection. Collection of commercial trash, garbage, vegetative waste, and recyclable material shall be at a location mutually agreed upon by the customer and Contractor, and approved by the Authorized Representative. If mutual agreement cannot be reached between customer and Contractor, the Authorized Representative shall designate the location. However, in the event the location was approved as part of a City or County site plan or development review process, the location shall be as shown on the final approved site or development plan. To the maximum extent feasible, the designated location shall be located in a place that provides for safe, convenient, and expedient access by Contractor. C. Containers and Preparation. 1, Commercial Trash and Garbage. Contractor shall be required to provide collection and disposal services for all commercial trash and garbage generated by commercial customers which has been properly prepared and stored in a refuse container, mechanical container, rolloff container, or compactor under the following conditions: a. Customers shall be permitted to use refuse containers provided the amount of commercial trash and garbage per Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 11 of 43 collection can be stored in a maximum of four (4) refuse containers; otherwise, customers shall be required to use one or more of the following: mechanical containers, compactor service, or rolloff containers. b. Contractor shall be required to provide an adequate number ofinechanical containers, compactors, or rolloff containers to customers who request or exceed the maximum number of refuse containers. Mechanical containers and rolloff containers shall be provided at Contractor's sole expense and shall remain theproperty of Contractor, unless themechanical container or rolloff container is owned by the customer. Compactors shall be provided as mutually agreed to by Contractor and customer. 2. Recyclable Materials. Contractor may provide collection and disposal services for recyclable materials generated from commercial customers who specifically request such service or as required by City. If requested, recyclable materials shall be properly prepared and stored in a recycling container. 3. Vegetative Waste. Contractor shall be required to provide collection and disposal services for all vegetative materials generated from commercial customers who specifically request such service or as required by City. If requested, vegetative waste shall be containerized, prepared, and collected pursuant to paragraph 4.2(C)(3) of this Agreement. If required by City, vegetative waste shall be collected and disposed of regardless of how it is containerized and prepared. 4.4 Multiple Dwelling Units. Contractor shall provide collection and disposal service to multiple dwelling unit customers as follows: A. Frequency of Collection. Contractor shall provide collection and disposal services for household trash and garbage at least two (2) times per week, with collections at least three (3) days apart, and for bulk trash and recyclable materials not less than once per week. B. Point of Collection. Collection of household trash, garbage, bulk trash, vegetative waste, and recyclable materials shall be at a location mutually agreed upon by the customer and Contractor, and approved by the Authorized Representative. If mutual agreement cannot be reached between customer and Contractor, the Authorized Representative shall designate the location. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 12 of 43 However, in the event the location was approved as part of a City or County site plan or development review process, the location shall be as shown on the final approved site or development plan. To the maximum extent feasible, the designated location shall be located in a place that provides for safe, convenient, and expedient access by Contractor. C. Containers and Preparation. 1. Household Trash and Garbage. Contractor shall be required to provide collection and disposal services for all household trash and garbage generated bymultiple dwelling units which has been prepared and stored in a refuse container, mechanical container, or compactor under the following conditions: a. The multiple dwelling unit customer shall be permitted to use refuse containers provided the amount of household trash and garbage per collection can be stored in a maximum of four (4) refuse containers; otherwise, customers shall be required to use mechanical containers or compactor service. b. Contractor shall be required to provide an adequate number of mechanical containers or compactors to customers who request or exceed the maximum number of refuse containers. Mechanical containers shall be provided at Contractor's sole expense and shall remain the property of Contractor, unless the mechanical container is owned by the customer. Compactors shall be provided as mutually agreed to by Contractor and customer. 2. Recyclable Materials. Contractor shalt be required to provide collection and disposal services for all recyclable materials generated from multiple dwelling unit customers which have been properly prepared and stored in a recycling container. 3. Vegetative Waste. Contractor shall be required to provide collection and disposal services for all vegetative materials generated from multiple dwelling unit customers who speci fically request such service or as required by City. If requested, vegetative waste shall be containerized, prepared, and collected pursuant to paragraph 4.2(C)(3) of this Agreement. If required by City, vegetative waste shall be collected and disposed of regardless of how it is containerized and prepared. Solid Waste Agreement City of Cape Canaveral /Waste Management of Florida, Inc. Page 13 of 43 4. Bulk Trash. Contractor shall be required to provide collection and disposal services for bulk trash generated from multiple dwelling unit customers regardless of whether it is containerized. 4.5 City Controlled Property. As requested by the Authorized Representative, Contractor shall be required to provide collection and disposal services for all refuse, bulk trash, vegetative waste, and recyclable materials generated by City at properties owned, leased, or otherwise controlled by City. in addition, Contractor shall provide such collection and disposal services for any and all City sponsored special events as agreed to by City and Contractor, and for all City public receptacles located along or in public rights-of-way, sidewalks, beaches, and public recreational facilities. Such collection and disposal services shall be at no charge or expense to City. A. Frequency of Collection. Unless otherwise directed by the Authorized Representative in writing, Contractor shall provide collection and disposal services for refuse at least two (2) times per week, with collections at least three (3) days apart, and for bulk trash, vegetative waste, and recyclable materials not less than once per week. B. Poiu t of Collection. Collection of refuse, bulk trash, vegetative waste, and recyclable materials shall be at locations designated by the Authorized Representative, with consideration given for the safe, convenient, and expedient access by Contractor, C. Containers and Preparation. Refuse. Contractor shall be required to provide collection and disposal services for refuse generated by Ci ty which has been properly prepared and stored in a refuse container or mechanical container as determined by the Authorized Representative. Contractor shall be required to provide the mechanical container at Contractor's expense. 2. Recyclable Materials. Contractor shall be required to provide collection and disposal services for all recyclable materials generated by City which have been properly prepared and stored in a recycling container or other container mutually agreed to by the Authorized Representative and Contractor. I Vegetative Waste. Contractor shall be required to provide collection and disposal services for all vegetative waste generated by City provided the vegetative waste is containerized, prepared, and collected pursuant to paragraph 4.2(C)(3) of this Agreement. Notwithstanding, Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 14 of 43 Contractor and City may mutually agree to some other method of preparation and storage for significant City projects which generate significant amounts of vegetative waste. 4. Bulk Trash. Contractor shall be required to provide collection and disposal services for all bulk trash generated by City regardless of whether it is containerized. 4.6 Biohazardous, Biological, Hazardous, Sludge, and Special Waste. Contractor shall not be responsible for collection and disposal services for biohazardous waste, biological waste, hazardous waste, sludge, and special waste under this Agreement. However, to the extent qualified and licensed, Contractor may contract with persons and entities within the service area, along with other qualified and licensed contractors, to provide for such collection and disposal services. Contractor shall directly bill such persons and entities for such services at a rate mutually agreed on between Contractor and such persons and entities. 4.7 Construction and Demolition Debris Service. Contractor may provide collection and disposal service of construction and demolition debris to residential, multiple dwelling unit, and commercial customers as follows: A. Non-exclusive Right. Contractor shall have the non-exclusive right to provide collection and disposal services for construction and demolition debris utilizing rolloff containers, as that term is defined in paragraph 2.35 of this Agreement, or other appropriate containers. It is the intent and purpose of this Agreement to permit small haulers of construction and demolition debris to competitively operate within the service area. Contractor may compete with said small haulers by providing collection and disposal services for construction and demolition debris. Contractor shall directly bill such services at a rate mutually agreed on between Contractor and such person and entities receiving the services. B. Frequency of Collection. Contractor shall provide collection and disposal services for construction and demolition debris utilizing rolloff containers or other appropriate containers to customers that specifically request such service or as required by City. Said collection and disposal services shall be provided as frequently as mutually agreed to by Contractor and the customer or as required by the Authorized Representative or City Code to protect the public health, safety, and welfare. C. Point of Collection. Collection of construction and demolition debris shall be at a location mutually agreed upon by the customer and Contractor; Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 15 of 43 provided, collection shall be located within the boundary of the property served, unless otherwise approved by the Authorized Representative. D. Containers and Preparation. Contractor shal I be required to provide one or more rolloff containers or other appropriate containers of a size and number mutually agreed to by Contractor and customer. 4.8 Code Enforcement. Upon request of the Authorized Representative, Contractor shall assist the City in its code enforcement efforts by providing collection and disposal service of solid waste and construction and demolition debris located on real property in violation of the City Code. 4.9 Automated Cart Program. Contractor has the capability of providing certain automated equipment which may be utilized in conjunction with a toter cart program for garbage and vegetative waste collection ("Automated Cart Program"), By April 1, 2005, Contractor shall implement the Automated Cart Program pursuant to operational terms and conditions negotiated with the City, provided that same shall not result in an increase in total cost to the City. At each customer's option, Contractor shall utilize either a ninety-six (96) or sixty-four (64) gallon size container. 4.10 Tire Collection. Contractor shall provide weekly tire collection and disposal services to residential customers at no additional charge. 5.0 Rates and Charles; Compensation to Contractor; Franchise Fee Billing. 5.1 Rates; Compensation to Contractor. For collection and disposal services provided under this Agreement, City shall pay Contractor as follows: A. Residential Service. For residential service provided pursuant to paragraph 4.2 of this Agreement, a monthly amount, per customer, equal to $9.18 inclusive of refuse and vegetative waste and recycling. B. Commercial and Multiple Dwelling Mechanical Container Service. For any container service, including commercial and Multiple Dwelling Units) provided pursuant to paragraphs 4.3 and 4.4 of this Agreement, a monthly amount equal to: $27.96 per containerized yard, per pickup $4.00 per containerized yard, per pickup for special services in addition to normal services provided under this Agreement. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 16 of 43 C. Multiple Dwelling Recycling Service. For multiple dwelling recycling service provided pursuant to paragraphs 4.4(C)(2), a monthly amount equal to $1.66 per unit. D. Commercial Rolloff Container Service. For commercial rolloff container service provided pursuant to paragraph 4.3(C)(1), an amount equal to: Minimum of 1 pull per month as follows: Container delivery, per container $50.00 20 cubic yard box $135.00 per pull 30 cubic yard box $160.00 per pull 40 cubic yard box $185.00 per pull E. Code Enforcement. Upon request of the Authorized Representative, Contractor shall provide solid waste and construction and demolition debris collection and disposal service to City for code enforcement related matters at no charge to the City. F. Compactor Service. For compactor service provided pursuant to paragraphs 4.3(C)(1) and 4.4(C)(1) of this Agreement, an amount mutually agreed to by Contractor and the Customer. G. Multiple Dwelling and Special Vegetative Waste Service. For Multiple Dwelling Units and special vegetative waste collection and disposal service for residential and commercial Customers not provided for hereunder (vegetative waste by virtue of its size or weight exceeds routine and normal yard and landscaping maintenance generated on site), in addition to any applicable monthly customer service provided hereunder, an amount equal to: Quarter Clam Load $ 30.00 Half Clam Load $ 60.00 Three Quarter Clam Load $ 90.00 Full Clam Load $120.00 Fl. Commercial Can and Multiple Dwelling Refuse Container Service. For commercial can and multiple dwelling refuse container service provided pursuant to paragraphs 4.3 and 4.4 of this Agreement, a monthly amount equal to: Individual Commercial Accounts with trash cans: $10.88 per month, per unit Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 17 of 43 Mobile Homes and Multiple Dwelling Units: $4.74 per month, per unit 5.2 Consumer Price Index Adjustment. The rates in paragraph 5.1 shall remain unchanged during the teen of this Agreement unless the growth in the gross revenue generated from all collection and disposal services required hereunder falls below five percent (5%) for a particular year. If the gross revenue growth rate falls below Five percent (5%), the rates shall be adjusted by the CPI. Each new rate shall be computed pursuant to the following mathematical formula: New Rate = [CPI -2 - CPII ] +1 x Current Rate CPI I 11CPI1" The published CPT for the month of October of the preceding year. "CPI2" The published CPI for the month of October for the year in which the rate is being adjusted. Adjustments to the prices made in accordance with this subsection are intended to reflect changes in the purchasing power of a given amount of money expressed in dollars. If CPII and CPi2 are not expressed in relation to the same base period or if a material change is made in the method of establishing CPI, the City and the Contractor shall make an appropriate statistical adjustment or conversion. If the CPI is discontinued, the City and the Contractor shall mutually select another index published by the United States Government or by a reputable publisher of financial and economic indices. 5.3 Billing Customers by City. Customer billing shall be established and enforced by City Code. The City shall provide the customer billing for all collection and disposal services provided by Contractor under this Agreement, unless otherwise specifically stated herein. City shall perform said billing by means and at times deemed appropriate by City. Contractor shall fully cooperate with City in customer billing. Contractor agrees to reimburse the City an amount equal to the City's actual cost for billing Contractor's services under this Agreement. Contractor and City acknowledge that the City currently contracts with the City of Cocoa to bill Contractor's services and that the cost is currently equal to $0.35 per each customer bill. 5.4 Billing and Payment Procedure. Unless otherwise provided by the Authorized Representative, customer billing and payment to Contractor shall be in accordance with the following procedure: Solid Waste Agreement City of Cape Canaveral I Waste Management of Florida, Inc. Page 18 of 43 A. Unless otherwise specifically provided in this Agreement or mutually agreed by the City and Contractor in writing, the City shall provide all Customer billing for collection and disposal services provided under this Agreement. Contractor shall; however, provide Customer billing when special rates and services apply and for roll -off services. B. The Contractor shall certify to the City on the third Friday of each month the number and size of all Customers and containers. The City shall reconcile Contractor's information with the City's records. The City and Contractor shall make appropriate adjustments to their respective billing and service data records to reflect those customers and services that should be billed based on the City's reconciliation. C. City shall submit to the Contractor a monthly statement for collection and disposal services rendered under this Agreement for the preceding month. The statement shall be in a format reasonably requested by the Contractor. The Contractor shall verify the customer services and amounts on the statement and shall make appropriate adjustments to City's statement invoice to reflect any errors contained therein. City shall not be responsible or liable if Contractor fails to properly verify the data on the statement. D. By the 25�' of the following month of receipt of City's monthly statement, City shall pay Contractor the amount of the adjusted statement for the preceding month, less City's total monthly customer billing charge in accordance with paragraph 5.3 herein. The Franchise Fee charged in accordance with paragraph 5.5 herein shall be directly billed to the customer and collected by City. 5.5 Franchise Fee. At the City Council's sole and absolute discretion, the City reserves the unconditional right to charge Contractor, from time to time, a Franchise Fee equal to an amount permitted by law. The Franchise Fee shall not be construed as a tax, but shall be considered a payment to the City in exchange for the rights and privileges granted by this Franchise. The Franchise Fee shall be passed along to the customer and remitted by customer directly to City pursuant to paragraph 5.4(D). 5.6 Contractor's Petition for a Rate Adjustment. The Contractor may petition the City to adjust the rates in paragraph 5.1 herein based upon unusual and unanticipated increases in the cost of doing business, including but not limited to a change in any collection regulation or change in the CPI. Any such request shall be supported by full documentation establishing the increase in operating costs and the reasons therefor. The City shall be entitled to audit the Contractor's financial and operational Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 19 of 43 records directly related to the Contractor's request in order to verify the increase in costs and the reasons therefor. The Contractor's request must be made within a reasonable time, and shall contain reasonable proof and justification to support the need for the rate adjustment. The City may request from the Contractor, and the Contractor shall provide, such further information within its possession as may be reasonably necessary in making its determination. The City Council shall approve or deny the request (without penalty), in whole or in part, at its sole and absolute discretion, within sixty (60) days of receipt of the request and all other additional information required by the City. 6.0 Schedules and Routes. Contractor shall provide written notice to the City of its collection and disposal routes and schedules. The City reserves the unconditional right to deny Contractor's vehicles access to any street, alley, bridge, beach, or public way within the service area while performing collection and disposal services under this Agreement, where the City determines that it is in the best interests of the public health, safety, and welfare to do so because of the conditions of the streets, alleys, bridges, beaches, or public ways. However, Contractor shall not interrupt the regular schedule and level of service because of such closures of less than eight (8) hours in duration. The City shall notify Contractor of any such closures of longer duration, and arrangements shall be made in a manner acceptable to Contractor and the Authorized Representative for the collection and disposal services interrupted by the closure. Customers shall be notified in writing by Contractor of the schedules provided by Contractor and any amendments thereto, provided customers shall be given at least seven (7) days prior written notice of any such amendments. ,Any and all route and schedule changes must receive prior approval by the Authorized Representative and schedule changes shall be published in a newspaper of general circulation meeting the requirements of Section 50.011, Florida Statutes. 7.0 Collection Eauinment and Vehicles. Contractor shall provide collection equipment for the collection and disposal services as follows: 7.1 Type and Amount. Contractor shall have on hand, at all times under this Agreement, collection equipment that is in good working order and sanitary condition that will permit Contractor to perform the collection and disposal services in a sufficient and efficient manner so that the schedules and routes can be maintained. Collection equipment shall be obtained from a nationally known and recognized manufacturer of collection equipment. Collection vehicles shall be of the enclosed packer type or other type vehicle which meets industry standards and is approved by the Authorized Representative. All collection vehicles shall be Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 20 of 43 equipped with communication devices and such devices shall be maintained in good operating order. 7.2 Condition. All collection equipment shall be maintained, at all times, in a reasonable and safe working condition and shall be in good repair, appearance, and sanitary and clean condition. Contractor shall spray all mechanical containers with disinfectant every thirty (30) days. Collection equipment shall be painted uniformly with the name of the Contractor, Contractor's telephone ntunber and number of the collection vehicle in letters not less than three (3) inches high on each side of the collection vehicle. Contractor shall keep an accurate record of the vehicle to which each number is assigned. Advertising on collection vehicles is strictly prohibited, except for advertisements promoting City sponsored special events. 7.3 Overloading. Collection vehicles shall not be overloaded by Contractor so as to cause litter or spillage (described in paragraphs 4.1(D) and (H); however, if litter or spillage occurs because of overloading it shall be picked up immediately as required by paragraphs 4.1(D) and (H). 7.4 Back-up Equipment. Contractor shall maintain sufficient back-up collection equipment, which shall satisfy the condition requirements of paragraph 7.2 of this Agreement, to temporarily replace collection equipment that is in a state of disrepair or is inoperable at any time during Contractor's performance of the collection and disposal services pursuant to this Agreement. The back-up collection equipment shall be put into service within a reasonable time and without interruption of collection and disposal services. Such back-up collection equipment shall correspond iul size and capacity to the collection equipment ordinarily used by Contractor in performance of the collection and disposal services under this Agreement. 8.0 Contractor's Personnel. Contractor shall fully comply with the following terms and conditions regarding Contractor's personnel: 8.1 Contractor's Representative. Contractor shall appoint a representative to administer and manage this Agreement on Contractor's behalf as required by paragraph 26.0 of this Agreement. 8.2 Other Personnel. Contractor shall provide a sufficient number of qualified persons to provide the collection and disposal services. All persons who are given supervisory authority by Contractor shall be made available to the Authorized Representative for consultation within a reasonable and practicable time after Contractor receives notice from the Authorized Representative that a consultation is being requested. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 21 of 43 Supervisors shall operate a collection vehicle that is equipped with a communication device. 8.3 Conduct of Personnel. Contractor shall require and ensure that its personnel shall serve all customers in a courteous, helpful, and impartial manner. Contractor's personnel shall perform collection and disposal services while using existing sidewalks and driveways when on private and public property. Contractor personnel shall observe all no trespassing signs and shall not cross between neighboring properties unless the customer, or customer's in the case of neighboring properties, has expressly given said personnel permission. Contractor's personnel shall perform all collection and disposal services with due care and shall always take reasonable precautions and steps to avoid damaging all real and personal property including, but not limited to, refuse containers, recycling containers, carts, racks, trees, shrubs, flowers, and similar property. Contractor shall be fully liable for all such damage caused by Contractor's personnel and Contractor shall promptly provide sufficient and appropriate compensation to customer's for such damage. 8.4 Uniform Regulations. Contractor agrees that the identification of Contractor's personnel while performing the collection and disposal services is important to the customer's health, safety, and welfare. Consequently, Contractor's personnel performing collection and disposal services shall wear a uniform or shirt bearing the Contractor's name. Lettering stitched on or identi fyi ng patches permanently attached to the uniform or shirt shall be acceptable. 8.5 Labor and Employment Laws. Contractor shall comply with all applicable local, state, and federal labor and employment laws affecting its personnel. 8.6 Informing Personnel of Responsibilities. Contractor shall take whatever steps it deems necessary to frilly inform its personnel about the terms and conditions and personal responsibilities provided under this Agreement. City shall not be responsible for informing Contractor's personnel of said terms, conditions, and responsibilities. Contractor shall also provide operating and safety training manuals to all its personnel. 8.7 Driver's License. All Contractor's personnel that drive a collection vehicle while performing collection and disposal services shall at all times have and carry a valid Florida commercial driver's license for the type of vehicle being driven. 8.8 Drug Free Workplace. Contractor shall maintain a drug free workplace policy. If requested by City, Contractor shall provide a document certifying to the City it is a drug free workplace. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 22 of 43 9.0 Level of Service; Customer Complaints, Annual Evaluation By City. 9.1 Level of Service. Contractor acknowledges and agrees that the continuation of this Franchise depends on Contractor consistently providing a high quality and efficient level of collection and disposal services to all customers. To insure such services areprovided in such a manner, Contractor's performance shall be evaluated, on an annual basis, pursuant to the procedure established in paragraph 9.3 of this Agreement and based on the following review criteria: A. The number of complaints received pursuant to paragraph 9.2 herein and Contractor's performance in resolving the complaints in a professional and expedient manner. B. Contractor's responsiveness to direction given by the Authorized Representative. C. The number of times that Contractor had to pay liquidated damages pursuant to paragraph 25.0 herein. D. Contractor's participation in community meetings sponsored by City and Contractor's performance in resolving the complaints received at those meetings in a professional and expedient manner. E. Contractor's financial viability to continue performing the collection and disposal services as required by this Agreement. 9.2 Customer Complaints. It is the intent of this Agreement to ensure that the Contractor provides a high quality level of collection and disposal services to all customers. To this end, all failures to provide collection and disposal services to customers, or failures observed by the Authorized Representative, and reported to the Contractor shall promptly be resolved pursuant to the provisions of this Agreement. All customer complaints should be made to the Authorized Representative and will be forwarded to the Contractor by person, telephone, or in writing by mail or facsimile. When received, whether directly from the Customer or forwarded from the Authorized Representative, the Contractor shall record complaints on a form approved by the Authorized Representative and shall take appropriate steps to resolve the complaint in a professional and expedient manner. Any complaints received by the Contractor before 12:00 noon shall be resolved before 5:00 p.m. of that same day. Complaints received after 12:00 noon shall be resolved before 12:00 noon of the following day. The Contractor shall make contact with the customer complainant, within the above times, for all complaints related to collection and disposal services. The Contractor shall notify the Authorized Representative within twenty-four (24) Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 23 of 43 hours, on the approved forms, of the action taken to resolve the complaint. If the complaint involves a claim of damage to private or public property caused by Contractorduring the performance of collection and disposal services, the Contractor shall within twenty-four(24) hours provide the Authorized Representative with a full written explanation of said complaint, an estimate of the damage, and Contractor's proposed actions to remedy the damage. 9.3 Annual Evaluation Procedure. Contractor's performance shall be annually evaluated by City's Authorized Representative and/or City Council under the following procedure: A. Upon or soon after the occurrence of each annual anniversary date of this Agreement, the Authorized Representative shall conduct and prepare a written annual evaluation of Contractor's performance in providing the collection and disposal services under this Agreement ("Evaluation"). The Evaluation shall be based on the level of service criteria set forth in paragraph 9.1 herein. For each criteria the Authorized Representative shall evaluate and grade Contractor's performance as unacceptable, acceptable but needs improvement, or good. If Contractor receives an unacceptable grade, the Authorized Representative shall provide Contractor a written explanation of why Contractor's performance was unacceptable and Contractor shall be given a reasonable period of time, as determined by the Authorized Representative, to bring its level of performance up to levels acceptable to the Authorized Representative. B. At the City Council's discretion, the Authorized Representative shall deliver the Evaluation, the aforesaid explanation, and other relevant documents to the City Council for consideration by the City Council at apublic meeting. At the meeting, the Authorized Representative and Contractor shall have the opportunity to explain their positions and the City Council shall then determine whether this Franchise should continue under conditions determined by the City Council or be terminated, without penalty, pursuant to paragraph 14.1(H) herein. 10.0 Authorized Representative's luterpretation and Decision. Any dispute between the City and Contractor, which cannot be disposed of by mutual consent between the parties within a reasonable period of time ("Impasse"), shall be ultimately decided by the Authorized Representative at such time the Authorized Representative declares an Impasse. Upon Impasse, the Authorized Representative shall have thirty (30) days to decide the Impasse issue, unless additional time is reasonably needed. All such decisions shall be reduced to writing by the Authorized Representative and delivered to Contractor within three (3) days of said decision. All such written decisions shall contain a sufficient explanation, as maybe Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 24 of 43 deemed necessary by the Authorized Representative, to explain the decision. The decision shall be final and binding on both parties unless appealed to the City Council. Within three (3) days of the Authorized Representative's decision, Contractor may appeal said decision to the City Council. The City Council will hear and decide the appeal at the next regularly scheduled City Council meeting unless otherwise provided by the City Council. The City Council's decision shall be binding and final. Failure to file an appeal within said time period shall result in a waiver of the right to appeal. Pending the decision, Contractor shall proceed diligently with the performance of the collection and disposal services in accordance with this Agreement and any preliminary directions of the Authorized Representative. The Authorized Representative may amend, suspend, or revoke any decision if circumstances warrant. 11.0 Other City Permits. For collection and disposal services of any kind not exclusively provided by Contractor under this Agreement, Contractor shall obtain all permits required by City Code to provide said services. 12.0 Performance Bond; Alternatives. 12.1 Performance Bond. The Contractor shall obtain and maintain during the entire term of this Agreement and any extensions and renewals thereof, at its cost and expense, and file with the City a corporate surety bond in the amount of Five Hundred Thousand Dollars ($500,000.00) to guarantee the faithful performance by the Contractor of all of its obligations provided under this Agreement and the City Code (hereinafter referred to as "Bond" or "Performance Bond"). Such bond must be issued by a surety. Alternatively, the Contractor shall obtain and continuously maintain an unexpired irrevocable letter of credit, which shall at all times be in the possession of the City. The form and contents of such performance bond or letter of credit shall be acceptable to the City. The letter of credit shall be released only upon expiration of the Agreement or upon the replacement of the letter of credit by a successor Contractor. 12.2 Conditions. The performance bond or letter of credit shall be issued upon the following conditions: A. The performance bond shall be issued by a surety approved by City and licensed and authorized by the State of Florida to do business as a surety in the State of Florida. The irrevocable letter of credit shall be issued by a bank or savings and loan association acceptable to the City, authorized to do business in this State by either the State of Florida Comptroller or the United States government. The letter ofcredit shall name the City as the beneficiary. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 25 of 43 B. There shall be recoverable by the Cityjointly and severally from the principal and surety or the financial institution that has issued the letter of credit, any and all fines and liquidated damages due to the City and any and all damages, losses, costs, and expenses suffered or incurred by the City resulting from the failure of the Contractor to: faithfully comply with the provisions of the City Code and the Agreement; comply with all orders, permits and directives of any City agency or body having jurisdiction over its acts or defaults; pay any claims, liens, fees, or taxes due the City which arise by reason of the collection and disposal services provided under this Agreement. Such losses, costs and expenses shall include but not be limited to attorney's fees and other associated expenses. C. The total amount of the bond or letter of credit shall be forfeited as a liquidated damage paid to the City in the event: Contractor abandons, or cancels with less than ninety (90) days written notice to City, its obligations and responsibilities to perform the collection and disposal services required under this Franchise, prior to the expiration of the term of the Agreement; 2. Contractor assigns this Agreement without the express written consent of the City; or 3. This Agreement is terminated by reason of the default of the Contractor. 12.3 Reduction of Bond/Letter of Credit. Upon written application by the Contractor, the City may, at its sole option, permit the amount of the bond or letter of credit to be reduced for the term of this Agreement or periods of time, when it is determined by the City's City Council to be in the public interest. Upon written application by the Contractor, the City may, at its sole option, permit the terms of the requirements of the performance bond/letter of credit to be altered for the term of this Agreement or periods of time, when it is determined by the City Council to be in the public interest. 12.4 Use of Bond and Letter of Credit. Prior to drawing upon the letter of credit or the bond for the purposes described in this section, the City shall notify Contractor in writing that payment is due, and the Franchisee shall have thirty (30) days from the receipt of such written notice to make a full and complete payment. lfthe Contractor does not make the payment within thirty (30) days or demonstrate reason acceptable to the City why such action should not be taken, the City may withdraw the amount thereof, with interest and penalties, from the letter of credit or the bond. Within Solid Waste Agreement City of Cape Canaveral /Waste Management of Florida, Inc. Page 26 of 43 three (3) days of a withdrawal from the letter of creditor bond, the City shall send to the Contractor, by certified mail, return receipt requested, written notification of the amount, date and purpose of such withdrawal. 12.5 Replenishment of Letter of Credit and Performance Bond. No later than thirty (30) days, after mailing to the Contractor by certified mail notification of a withdrawal pursuant to paragraph 12A above, the Contractor shall replenish the letter of credit and/or performance bond in an amount equal to the amount so withdrawn. Failure to make timely replenishment of such amount to the letter of credit and/or performance bond shall constitute a failure of the Contractor to faithfully comply with the provisions of this Agreement. 12.6 Non -renewal, Alteration, or Cancellation of Letter of Credit or Performance Bond. The performance bond and letter of credit required herein shall be in a form satisfactory to the City which approval shall not be unreasonably withheld and shall require thirty (30) days written notice of any non -renewal, alteration or cancellation to both the City and the Contractor. The Contractor shall, in the event of any such cancellation, alteration, or non -renewal notice, obtain, pay all premiums for, and file with the City, written evidence of the issuance ofreplacement bond or policies within thirty (30) days following receipt by the City or the Contractor of any notice of cancellation, alteration, or non -renewal. 12.7 Inflation. At the sole discretion of the City, to offset the effects of inflation, the amount of the bond or letter of credit provided for herein is subject to annual increases at the end of every year provided the amount of the bond or letter of credit shall not exceed fifty percent (50%) of the total amount paid Contractor by City pursuant to paragraph 5.0 for the year previous to the increase. 12.8 Default. The performance bond and letter of credit provided pursuant to this section shall become the property of the City in the event that this Agreement is canceled or terminated by reason of the default of the Contractor. 12.9 Right to Require Replacement of Bonds or Letter of Credit. If the City becomes aware of the financial condition of any bonding or financial institution issuing a performance bond or letter of credit as required herein and said financial condition is reasonably deemed by the City to jeopardize the collateral posted with the City, the City may, at any time, require that any such bond or letter of credit be replaced with such other bond or letter of credit consistent with the requirements set forth in this section. 13.0 Transfer of Ownership or Control. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 27 of 43 13.1 Transfer of Franchise. This Agreement shall not be sold, Transferred, leased, assigned or disposed of, including but not limited to, by forced or voluntary sale, merger, consolidation, receivership or other means without the prior written consent of the City Council, and then only under such reasonable conditions as the City Council may establish which may include but not be limited to financial guarantees to the collection and disposal services. 13.2 Transfer Threshold. The Contractor shall promptly notify the City of any actual or proposed change in, or Transfer of, or acquisition by any other party of, control of the Contractor. 13.3 City Approval. Every Transfer shall make this Agreement subject to cancellation unless and until the City Council shall have consented thereto in writing. For the purpose of determining whether it may consent to such Transfer, the City may inquire into the legal, financial, character, technical, and other public interest qualifications of the prospective Transferee or controlling party, and the Contractor shall assist the City in obtaining all required information. Failure to provide all reasonable information requested by the City as part of said inquiry shall be grounds for denial of the proposed Transfer. 13.4 Signatory Requirement. Any approval by the City Council of transfer of ownership shall be contingent upon the prospective assignee becoming a signatory to this Agreement. 14.0 Forfeiture or Termination. 14.1 Grounds for Revocation. The City Council reserves the right to terminate this Agreement, without penalty, and rescind all rights and privileges associated with the Franchise in the following circumstances, each of which shal l represent a default and breach of this Agreement: A. Contractor defaults in the performance of any of the material obligations to provide collection and disposal services under this Agreement or the City Code; B. Contractor fails to provide or maintain in full force and effect the liability and indemnification coverage or the performance bond (or altemative letter of credit) as required herein, Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 28 of 43 C. Contractor violates any material provisions of any orders or rulings of any regulatory body having jurisdiction over the Contractor relative to this Agreement and any regulatory ordinance of the City, and Contractor fails to begin cure within five business (5) days of notice from the City and to complete cure within a reasonable time after notice, as determined by the City; D. Contractor practices or engages in any fraud upon the City or any customer; E. Contractor is gross negligent, as defined by general law, in maintaining any of the level of service standards provided in this Agreement; F. Contractor becomes insolvent, unable or unwilling to pay its debts or is adjudged bankrupt; G. Contractor fails to provide collection and disposal service throughout the service area if a disruption of such service occurs pursuant to paragraph 24.0 of this Agreement, unless approval of such disruption is obtained from the City Council; H. Contractor fails to satisfy the level of service annual evaluation conducted by the Authorized Representative and City Council pursuant to paragraph 9.3 of this Agreement; or I. Contractor provided amaterial misrepresentation of fact inthe application for or negotiation of the Franchise granted under this Agreement or any extension or renewal thereof. 14.2 Effect of Circumstances Beyond Control of Franchisee. Contractor shall not be declared at fault or be subject to any sanction under any provision of this Agreement in any case, in which performance of any such provision is prevented for reasons beyond the Contractor's control. For the purposes of this Agreement, causes or events beyond the Contractor's control shall include, without limitation, acts of God, floods, earthquakes, landslides, hurricanes, fires and other natural disasters, acts of public enemies, riots or civil disturbances, sabotage, restraints imposed by order of a governmental agency or court. A fault shall not be deemed to be beyond the Contractor's control if committed by a corporation or other business entity in which the Contractor holds a controlling interest whether held directly or indirectly, when such fault is due to Contractor's financial inability to perform or comply, economic hardship, or misfeasance, malfeasance or nonfeasance by any of the Contractor's directors, officers, employees or contractors or agents. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 29 of 43 14.3 Effect of Pending Litigation. Pending litigation or any appeal to any regulatory body or court having jurisdiction over the Contractor shall not excuse the Contractor from the performance of its obligations under this Agreement, unless specifically provided for by court order or by the regulatory body having jurisdiction over such matters. Failure of the Contractor to perform such obligations because of pending litigation or petition may result in forfeiture or revocation pursuant to the provisions of this section. 14.4 Procedure Prior to Revocation. Except as provided in paragraph 9.3 for annual evaluations, the Authorized Representative shall notify the Contractor in writing of the exact nature of the alleged violation constituting a ground for termination and give the Contractor thirty (30) days, or such greater amount of time as the Authorized Representative may specify, to correct such violations or to present facts and arguments to refute the alleged violation. If the Authorized Representative then concludes that there is a basis for termination, it shall notify the Contractor thereof. If within the designated time the Contractor does not remedy and/or put an end to the alleged violation, the City's City Council, after a public hearing where all interested parties may be heard, may suspend or revoke the Franchise under this Agreement, without penalty, if it determines that such action is warranted. The Contractor shall not be held in default nor suffer any penalties where non-compliance or default is caused by an event beyond the Contractor's control, as stated in Section 14.2. 15.0 Regulatory Authority. 15.1 Authority. The City reserves the right to exercise the maximum authority, as may at any time be lawfully permissible, to regulate the collection and disposal services and any other solid waste services, the Franchise granted hereunder, and the Contractor. Should applicable legislative, judicial or regulatory authorities at any time permit regulation not presently permitted to the City, the City may without the approval of the Contractor engage in any such additional regulation as may then be permissible, whether or not contemplated by this Agreement or the City Code, including without limitation, regulation regarding franchise fees, taxes, programming, rates charged to customers, consumer protection, or any other similar or dissimilar matter. The City agrees to meet and confer with the Contractor prior to enacting new regulatory ordinances. 15.2 Right of Inspection. The City shall have the right to inspect in a timely manner and in the accompaniment of a representative of the Contractor all collection and disposal services performed subject to the provisions of this Agreement and equipment used by Contractor, and to make such tests as it shall find necessary to ensure compliance with the terms of this Agreement, the City Code and any other applicable provisions of local, state or federal law. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 30 of 43 15.3 City Regulation. To the extent that federal or state law or regulation may now, or as the same may hereafter be amended by legislation, administrative regulation or decision, or judicial determination, authorize the City to regulate the rates for any particular service tiers, service packages, equipment, or any other services provided by Contractor, the City shall have the right to exercise rate regulation to the full extent authorized by law, or to refrain from exercising such regulation for any period of time, at the sole discretion of the City. The City shall provide advance notification to the Contractor of its intention to exercise any such regulation and written notification when such ordinance is adopted. However, failure to so provide advance notification to the Contractor or written notification when such ordinance is adopted shall not be a basis upon which to declare this Agreement in breach or to invalidate the ordinance. 15.4 City Healtb and Sanitation Regulations. Without any limitation on the authority granted City above, City reserves the unconditional right to adopt by ordinance additional health and sanitation regulations which shall apply to the collection and disposal of solid waste, biohazardous waste, biological waste, construction and demolition debris, hazardous waste, sludge, special waste and all other kinds of waste. To the extent determined at the sole discretion of the City's City Council, these regulations shall be codified in Chapter 62 of the City Code. Contractor shall fully comply with these regulations to the extent applicable to the collection and disposal services provided under this Agreement and said regulations shall be deemed to be fully incorporated herein by this reference. In the event any provision of this Agreement is in conflict with any provision of the additional City health and sanitation regulations, the provision contained in this Agreement shall prevail. 16.0 Liability and Insurance. 16.1 Certificate of Insurance. Prior to the effective date of this Agreement and thereafter continuously throughout the duration of the Agreement and any extensions or renewals thereof, Contractor shall furnish to the City, certificates of insurance and endorsements, in a form approved by the City, for all types of insurance required under this section. Failure to furnish said certificates of insurance and endorsements in a timely manner shall constitute material breach of this Agreement. At the City's request, Contractor shall furnish certificates of insurance and endorsements which are in effect from time to time. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 31 of 43 16.2 No Liability Limit. Neither the provisions of this Section or any damages recovered by the City hereunder, shall be construed to limit the liability of Contractor for damages under this Agreement. 16.3 Endorsement. All insurance policies maintained pursuant to this Agreement shall contain an endorsement in substantially the following form: It is hereby understood and agreed that this insurance policy may not be modified or canceled by the insurance company nor the intention not to renew be stated by the insurance company until thirty (30) Days after receipt by the City of Cape Canaveral City Manager by certified mail, of a written notice of such intention to cancel or not to renew. 16.4 State Institution. All insurance policies provided pursuant to this Agreement shall be written by companies authorized by the Florida Insurance Commissioner to do business in the State of Florida as an insurance company. The insurance company shall have a Best Insurance rating of A or better, unless otherwise approved by the Authorized Representative. 16.5 Named Insured. The City shall be an additional named insured for all insurance policies written pursuant to this Agreement, as the City's interests may appear from time to time. 16.6 Changes in Policy Limits. To offset the effects of inflation and to reflect changing liability limits, all of the coverage, limits, and amounts of the insurance provided for herein are subject to reasonable increases at the end of every two (2) year period of this Agreement, applicable to the next two (2) year period or termination date of this Agreement (whichever occurs first), at the City's discretion, but not to exceed the coverage, limits, and amounts of insurance the City requires of other contractors transacting business with the City. 16.7 Commercial General Liability Insurance. Contractor shall maintain throughout the term of this Agreement, general liability insurance inswing Contractor in the minimum of: A. $1,000,000 for property damage single limit; and B. $1,000,000 single limit liability forpersonal bodily injuryor death to anyone person. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, fne. Page 32 of 43 16.8 Automobile Liability Insurance. Contractor shall maintain throughout the term of the Agreement, automobile liability insurance for owned, non -owned, or rented vehicles in the minimum amount of: A. $1,000,000 single limit liability for bodily injury and consequent death per occurrence; and B. $1,000,000 for property damage per occurrence. 16.9 Worker's Compensation. Contractor shall maintain throughout the term of the Agreement, worker's compensation at least to the minimum amount of the statutory limit for worker's compensation, as amended from time to time. 17.0 Indemnification and Hold Harmless. For all collection and disposal services performed by Contractor pursuant to this Agreement, Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City, its council members, attorneys, employees, officers, and agents from and against all claims, losses, damages, personal injuries (including but not limited to death), or liability (including reasonable attorney's fees through any and all administrative, pre-trial, trial, post judgment, and appellate proceedings), directly or indirectly arising from. (i) the acts, errors, omissions, intentional or otherwise, arising out of or resulting from Contractor's or its subcontractors, or agents performance of the collection and disposal services pursuant to this Agreement; (ii) defaults under this Agreement; (iii) failing to properly train employees under Contractor's control or direction; and (iv) failing to properly equip or hire employees under Contractor's control or direction in the performance of the collection and disposal services under this Agreement. The indemnification provided above shall obligate Contractor to defend at its own expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of liability and all suits and actions of everyname and description that maybe brought against the City, its council members, attorneys, employees, officers, and/or agents which may result from the collection and disposal services under this Agreement whether the collection and disposal services be performed by the Contractor, its subcontractors, or anyone directly or indirectly employed by them. in all events the City shall be permitted to choose legal counsel of its sole choice, the attorney fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are no greater than at a rate deemed reasonable at the time indemnification is required. The City agrees to be responsible for the City's own negligent acts and omissions. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 33 of 43 18.0 Interference with Persons, Public and Private Property, and Utilities. Contractor's collection equipment and personnel used in performing the collection and disposal services hereunder shall: A. Not endanger or interfere with the health, safety or lives of persons; B. Not interfere with any improvements which the City, county, state, and federal government may deem proper to make; C. Not interfere with the free and proper use of Public Rights -of -Way, alleys, bxidges, easements or other public property, except to the minimum extent possible during actual collection and disposal services being provided hereunder; D. Not interfere with the rights and reasonable convenience of private property owners, except to the minimum extent possible during actual collection and disposal services being provided hereunder; and E. Not obstruct, hinder or interfere with any gas, electric, water, wastewater, reclaimed water, stormwater drainage, telephone, or other utility facilities located within the service area. 19.0 Books and Records Available to City; Quarterly Report to City Council, 19.1 Records. With advance written request, the City shall have the right to inspect and copy at any time during Contractor's normal business hours, all books, records, maps, revenue statements, service complaint logs, performance test results and other like materials of the Contractor that are directly related to the collection and disposal services provided under this Agreement and which constitute a public record under Chapter 119, Florida Statutes. It is agreed that this Solid Waste Agreement and Contractor's performance thereunder as an independent contract does not render Contractor a public agency. Further, Contractor's trade secrets and proprietary information shall not be subject to disclosure hereunder. Said records shall be maintained at Contractor's office set forth in paragraph d.1(G) of this Agreement. 19.2 Review. For records not constituting a public record under Chapter 119, Florida Statutes, Contractor shall permit, during Contractor's normal business hours, the Authorized Representative to examine, at the City's discretion, any and all maps and other records kept or maintained by the Contractor or under its control concerning the operations, affairs, transactions or property of Contractor relative to the collection Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 34 of 43 and disposal services provided under this Agreement. The examination shall take place at Contractor's office. 19.3 Reports to be Filed. The following reports shall be provided to the City: A. A monthly customer report sorted alphabetically by address, which lists the customer's address and name, type, quantity, and size of the container picked - up from the customer, and a description of the kind of service provided customer. B. An annual report prepared by Contractor or the parent company of Contractor shall be provided annually at the time said report is published. 19.4 Mandatory Records. The Contractor shall at all times maintain: A. A record of all complaints received and interruptions, disruptions, or degradation of collection and disposal services for the preceding year prior to the annual performance evaluation by the City. B. A full and complete document(s) describing the rates, schedules, and routes for the collection and disposal services. C. A record of all customers, and fees received from them by Contractor, for collection and disposal services not billed by the City, if any. 19.5 Quarterly Report to City Council. Contractor shall present a quarterly report to the City Council for each calendar quarter regarding the status of collection and disposal services being provided hereunder. 19.6 Other Records. The City may impose reasonable requests for additional information, records and documents from time to time, and the Contractor shall produce said records within ten (10) business days, so long as such request relates to the City's enforcement abilities under this Agreement or the Code, 20.0 Preferential or Discriminatory Practices Prohibited. All collection and disposal services rendered and all rules and regulations adopted by Contractor shall have general application to all persons and shall not subject any person to prejudice or disadvantage on account of race, gender, religion, origin, or ethnicity. Contractor shall not deny service to any group of potential customers within the City because of the income of the customers within the service area. Contractor shall not charge customers different rates for service for the same class or Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 35 of 43 type of service. However, this paragraph is not intended to restrict Contractor from offering reasonable discounts to senior citizens or other economically disadvantaged groups in accordance with any local, state, or federal law. 21.0 Storms; Hurricanes, Natural Disasters, Calamities. In the event a major storm, hurricane, natural disaster, or any other type of major or serious calamity ("calamity") causes an excessive amount of refuse, vegetative waste, bulk trash, or other excessive debris ("debris") to accumulate on streets, alleys, badges, and on private and/or public property, Contractor shall collect such debris at the City's written request. City agrees to pay Contractor for such additional service in an amount mutually agreed upon in writing by the City and Contractor. Contractor acknowledges and agrees that collection and disposal services performed after a calamity may be subject to special procedures in order that the City can receive reimbursement from state and federal agencies like FEMA. In such cases, Contractor shall be fully responsible and liable for complying with all such procedures and shall also indemnify and hold harmless the City in the event Contractor fails to comply with said procedures. Nothing in this Agreement shall exclude or prohibit the City or any other contractors from collecting and disposing of such debris caused by a major or serious calamity. 22.0 Miscellaneous Provisions. 22.1 Independent Contractor. Contractor is an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, a joint venture relationship, a partnership relationship, or to allow the City to exercise control or direction over the manner or method by which Contractor performs the collection and disposal services which are the subject matter of this Agreement. Contractor understands and agrees that: (i) the City will not withhold on behalf of Contractor pursuant to this Agreement any sums for payment of income tax, unemployment insurance, social security or any other withholding; (ii) all such payments, withholdings and taxes are the sole responsibility of Contractor; and (iii) Contractor will indemnify and hold the City, its City Council members, attorneys, employees, officers, and/or agents harmless from and against any and all loss or liability arising with respect to such payments, withholdings, or taxes, includuig, but not limited to reasonable attorneys' fees through any and all administrative, pre-trial, trial, post trial judgment, and appellate proceedings. The parties hereto agree that both Contractor and the City shall have the right to participate in any discussion or negotiation with the Internal Revenue Service concerning Contractor's independent contractor status regardless of with whom or by whom such discussions or negotiations are initiated. In the event that any applicable government agency determines that Contractor is an employee of the City and the City is required to pay Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 36 of 43 any additional amount to any governmental authority based upon Contractor being reclassified an employee of the City, Contractor hereby covenants and agrees to ,reimburse immediately the City for any such amount paid to any such governmental authority and the costs and expenses associated with defending the City, including, but not limited to reasonable attorneys' fees. In the event that Contractor is reclassified as an employee and becomes eligible for a refund of any taxes paid to any governmental agency, including but not limited to, a claim for refund of self- employment taxes, then Contractor hereby covenants and agrees to pursue any such refund and assign to the City the proceeds from any such refund. 22.2 No Joint Venture. Nothing herein shall be deemed to create a joint venture or principal -agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other. 22.3 Entire Agreement. This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, and supersede all prior oral negotiations and written agreements between the parties. This Agreement may be amended, supplemented, modified, or changed only by a written instrument agreeing to said amendment, supplementation, modification, or change in the terms hereof by the parties. 22.4 Notices. Any notice, request, instruction, or other document to be given as part of this Contract shall be in writing and shall be deemed served when either delivered in person to the following designated agents or received by registered or certified United States mail, return receipt requested, postage prepaid, or received by facsimile, addressed as follows: TO THE CITY: City Manager City of Cape Canaveral 105 Polk Avenue Cape Canaveral, FL 32920 Ph: 321-868-1230 Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 37 of 43 TO THE CONTRACTOR: George Geletko Florida Government Affairs Director Waste Management of Florida, Inc. 7382 Talona Drive W. Melbourne, Florida 32904 Ph: 407-723-4455 Either party may change the aforementioned designated agents at any time by providing written notice of such change to the other party. 22.5 Captions. Captions to sections through this Agreement are solely to facilitate the reading and reference to the sections and provisions of the Agreement. Such captions shall not affect the meaning or interpretation of the Agreement. 22.6 Severability. If any section, subsection, sentence, clause, phrase, or portion of this Agreement is, for any reason, held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision. Such holding shall not affect the validity of the remaining portions of this Agreement, unless the City determines that the portions remaining (without the severed portions) have an adverse effect on the best interests of City, then City shall have the right to terminate this Agreement. 22.7 City's Rights of Intervention. Contractor agrees not to oppose intervention by the City in any suit or proceeding to which Contractor is a party, conceming or involving this Agreement and the City's rights under this Agreement. 22.8 Attorney's Fees. In the event of litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all its reasonable expenses, including attorney's fees, costs, and other expenses reasonably and necessarily incurred, through all administrative, pre-trial, trial, post judgment, and appellate proceedings. 22.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be considered an original agreement; but such counterparts shall together constitute but one and the same instrument. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 38 of 43 22, 10 Waiver. Failure of the City to insist upon performance within any time period or upon a proper level of service shall not act as a waiver of the City's right to later claim a failure to perform on the part of Contractor. 22.11 Jurisdiction; Venue. This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Brevard County, Florida. Venue for any federal action or litigation shall be Orlando, Florida. 23.0 Effective Date: Term. 23.1 Effective Date. The effective date of the Contract shall be October 1, 2004. The prior Contract between the parties, and all addendums thereto, is hereby superseded and of no further force and effect; provided, however, Contractor shall be paid the last month's billing under the prior Contract for only the last month's collection and disposal services performed by Contractor. 23.2 Term. The term of this Agreement shall be from October 1, 2004 to September 30, 2009, subject to an annual evaluation by the City under paragraph 9.0 herein and termination as provided for in paragraph 14.0 herein. The term of this Agreement may be extended pursuant to paragraph 23.3 herein. 23.3 Renewal. By mutual agreement between the parties, this Agreement may be renewed by exercising amaximum of two (2) five (S) year renewal terms. Contractor shall deliver to the City written notice of its desire to renew this Agreement at most One Hundred Eighty (180) days and at least Ninety (90) days prior to the expiration of this Agreement or renewal thereof. 24.0 Disruption in Collection and Disposal Services. In the event a disruption (e.g. strike, labor stoppage, collection equipment in disrepair) causes Contractor to fall one week or more behind in its collection schedule, City may, at its option, cause the collection and disposal services to be performed by any means available to City. Such means may include, but not be limited to, City taking over and operating the collection equipment used in the performance of this Agreement until such time Contractor can perform the collection and disposal services and City contracting with a third party to perform the collection and disposal services. Any cost incurred by City in exercising this option shall be charged against Contractor and the performance bond or alternative letter of credit furnished by Contractor under this Agreement. The foregoing option shall only be exercised by a majority vote of the City's City Council after the City Council has declared that the disruption has Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 39 of 43 caused an emergency to arise within the service area that adversely effects the public health, safety, and welfare. 25.0 Liquidated Damages. It is the intent of Contractor and City to provide for liquidated damages for certain breaches of this Agreement by Contractor. The liquidated damages set forth shall not be construed as a penalty. At the effective date of this Agreement, Contractor and City agree that any damages flowing from Contractor's breach of paragraphs 25.1 through 25.7, inclusive, are not readily ascertainable, and the liquidated damages set forth therein are reasonable and proportionate to any damages that might reasonably be expected from a breach of said paragraphs. As such, should Contractor fail to perform the collection and disposal services required below, City shall be entitled to liquidated damages as follows: 25.1 Legitimate Complaints. For each legitimate complaint in excess of ten (10) per calendar month, liquidated damages shall be $100.00 and $25.00 each complaint in excess of ten. 25.2 Spillage. For each occurrence Contractor fails to clean up litter or spillage (which is prohibited by paragraphs 4,1(D) and 4.1(H), liquidated damages shall be $25.00 per occurrence. 25.3 Collection Vehicles and Containers. For each occurrence Contractor fails to promptly clean collection vehicles or change mechanical containers or compactors at the request of the Authorized Representative, liquidated damages shall be $25.00 per vehicle or container. 25.4 Unattended Collection Vehicles. For each occurrence Contractor leaves a loaded collection vehicle unattended on the street, unnecessarily, liquidated damages shall be $25.00 per occurrence. 25.5 Collection Schedules. For each occurrence Contractor fails to maintain a collection schedule required by this Agreement, liquidated damages shall be $250.00 per occurrence and $10.00 for each customer not served on a particular day as regularly scheduled. 25.6 Failure to Keep Collection Vehicles Closed or Covered. For each occurrence Contractor fails to keep a collection vehicle closed or covered, liquidated damages shall be $25.00 per occurrence. 25.7 Failure to Have Back -Up Collection Equipment When Needed. For each occurrence Contractor fails to have back-up collection equipment available to Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 40 of 43 temporarily replace collection equipment that is in a state of disrepair or is inoperable when a customer or the Authorized Representative demands collection and disposal services as required by this Agreement, liquidated damages shall be $25.00 per occurrence. Such liquidated damages shall be deducted from the monthly payments due the Contractor under this Agreement. In the event that Contractor does not accept the deductions, the City shall have the right to claim against the performance bond or letter of credit required under this Agreement. 26.0 Contractor's Representative. Contractor shall designate an individual to act as a representative for Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret Contractor's decisions. This person shall be Contractor's contract administrator. Initially, the person who shall act as the representative for Contractor with respect to this Agreement shall be George Geletko, District Manager. Contractor may from time to time designate other individuals or delete individual's with the authority to act for Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret Contractor's decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. 27.0 Time of the Essence. Contractor acknowledges and agrees that time is of the essence for the completion of the collection and disposal services to be performed under this Agreement. Unless otherwise extended in writing by the City, Contractor agrees to complete the collection and disposal services as required by this Agreement. 28.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. 29.0 Franchise Costs. Contractor agrees to pay the reasonable administrative and legal costs incurred by the City in initially granting this Franchise, which shall be Three Thousand and No/100 Dollars ($3,000.00), Payment shall be made to the City no later than thirty (30) days from the initial effective date. In the event this Franchise is renewed, transferred or assigned, Contractor or its successor in interest shall pay to the City the reasonable legal and administrative costs incurred with said renewal or assignment, not to exceed Three Thousand and No/100 Dollars ($3,000.00). Payment shall be made to the City no later than thirty (30) days from the effective date of said renewal, transfer, or assignment. Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 41 of 43 30.0 Title to Refuse. The City shall have the right and title to all refuse, except recycling, collected by Contractor under this Agreement. 31.0 Public Awareness CamnaiQn. 31.1 General. Contractor agrees to provide, and assist the City in conducting, a public awareness campaign to promote the collection and disposal services provided under this Agreement. All materials and publications used by Contractor shall be reviewed by the City and approved by the Authorized Representative. All materials and publications used by the City shall be reviewed by Contractor and approved by Contractor's representative. 31.2 Automated Cart Program. Upon the effective date of this Agreement, Contractor shall be implementing a new Automated Cart Program within the Service Area. Contractor shall provide communication ofsaid service to all customers receivingthe service by direct mail, a letter to all Homeowners' Associations, and City newsletter and website. During the implementation phase, Contractor shall also conduct a customer satisfaction survey which shall be reported to the City in writing upon completion. 32.0 Additional Recycling Compensation to City. 32.1 The Collector will maintain accurate weight records of each type of recycling material collected within the City. The recyclable materials will be mixed with similar materials collected from other recyling areas. The materials maybe held until enough volume is accumulated and/or the offering price appears to be in the best range under the existing condition in the judgment of the Collector at which time the material will be sold. The cost for processing and shipment will be taken out of the revenue received for the sale of material. The remaining money, if any, will be the City's. The recyclable materials maybe handled through a County processing center if and when one is developed. The revenue from the materials would be handled in the same manner as above. Within fifteen (15) days after the Collector receives the revenue for the materials, a check for the City's portion of the money will be mailed to the City. 32.2 The Collector will provide the City with a monthly statement showing the quantity of recyclable material collected, the expenses, and the revenues relating to the recyclable materials. This report will identify by week, by type of material, the amount of recyclable materials collected from the City. It will also show the Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 42 of 43 accumulative amounts of material from the City at the Collector's site, and the amount of the City's materials sold that month. Within two (2) weeks of each materials sales, a report will be issued to the City showing the amount of materials from the City that was involved in the same, the portion of the processing and shipping cost, and the amount of money due the City. If the cost exceeds the revenue, there will be no charge to the City, but if the revenue exceeds the cost, the City will receive one hundred percent (100%) of the excess. ATTEST: Susan Sfidls, City Clerk CORPORATE SEAL: Print Name/Title: CITE' OF CAPE CANAVERAL, FLORIDA: ByOL�e. y Rocky Randels, klayor WASTE MANACEIVXENT OF FLORIDA, INC. id Green, Market Area Vice -President Solid Waste Agreement City of Cape Canaveral / Waste Management of Florida, Inc. Page 43 of 43 APPENDIX 44A19 SOLID WASTE AGREEMENT TABLE OF CONTENTS Section Numbers & Headings Page Number 1.0 Recitals ............................................................... 1 2.0 Definitions............................................................ 1 2.1 Authorized Representative ........................................... 1 2.2 Bloliazardous Waste ................................................ I 2.3 Biological Waste .................................................. 2 2.4 Bulk Trash .......................................................2 2.5 City .......................................................... - 2 2.6 City Council ....................... .............................. 2 2,7 City Code or Code ...................................... ......... . 2 2.8 Collection and Disposal Service ...................................... 2 2.9 Collection Equipment . . . . ....... . I ..... I ......... I ....... I ....... 1.2 2.10 Collection Vehicle ................................................. 2 2.11 Collection Regulations .............................................. 2 2.12 Commercial Service .......................................... 2 2.13 Cornmei-cial Trash ................................................. 3 2.14 Complaint ........................................................3 2.15 Construction and Demolition Debris ................................... 3 2.16 Contract or Agreement .............................................. 3 2.17 Contractor or Franchisee ............................................ 4 2.18 CPI.............................................................4 2.19 Customer ................................................ ....... 4 2.20 Designated Facility ................................................. 4 2.21 Disposal Costs ................................. .................. 4 2.22 Dispute ..........................................................4 2.23 Franchise ........................................................4 2.24 Garbage .........................................................4 2.25 Hazardous Waste ...................... I ...... 11 1 ........... I ...... 4 2.26 Household Trash ..................................................5 2.27 Mechanical Container .............................................. 5 128 Multiple Dwelling Units ............................................ 5 2.29 Performance and Payment Bond or Letter of Credit ....................... 5 2.30 Recyclable Materials ............................................... 5 2,31 Recycling . . - I ........ I ........... ...... I., ...................... 5 2,32 Recycling Container ................................................ 5 2.33 Refuse ..........................................................5 2.34 Refuse Container .................................................. 6 2.35 Rolloff Container .................................................. 6 I EXHIBIT 2.36 Residential.......................................................6 2.37 Residential Service ............ ..................................... 6 2.38 Service Area......................................................6 2.39 Sludge..........................................................6 2.40 Solid Waste......................................................6 2.41 Special Waste ..................................................... 6 2.42 Transfer.........................................................6 2.43 Vegetative Waste .................................................. 7 3.0 Grant of Franchise ................ .................................... 7 4.0 Scope of Work........................................................7 4.1 General Requirements .......... .................................... 7 A, Laws and Regulations........................................7 B. Labor, insurance, Equipment, etc . ............................... 7 C. Protection of Public/Private Property and Utilities ... I ... I .......... 8 D. Spillage...................................................8 E. Designated Facility ........................................... 8 F. Holidays...................................................8 G. Contractor's Office .......................................... 8 H. Litter and Dangerous Animals .................................. 9 I. Hour and Days..............................................9 J. Tagging Solid Waste Improperly Containerized .................... 9 K. Customer Report; City Billing Database ........... . .............. 9 L. Site Plan/Development Review ................................ 10 4.2 Residential Service ................................................ 10 A. Frequency of Collection ...................................... 10 B. Point of Collection ............. I ............................ 10 C. Containers and Preparation .............. . .................... 10 1. Household Trash and Garbage ........................... 10 2. Recyclable Materials .................................. 10 3. Vegetative Waste ..................................... 11 4. Bulk Trash..........................................11 4.3 Commercial Service ............................................... 11 A. Frequency of Collection ...................................... 11 B. Point of Collection ............. . . ................... I . 11 C. Containers and Preparation ................................... 12 1. Commercial Trash and Garbage ......................... 12 2. Recyclable Materials .................................. 12 3. Vegetative Waste ..................................... 12 4.4 Multiple Dwelling Units ........................................... 12 A. Frequency of Collection ...................................... 13 B. Point of Collection .......................................... 13 C. Containers and Preparation ................................... 13 1. Household Trash and Garbage ........................... 13 2. Recyclable Materials .................................. 13 3. Vegetative Waste ..................................... 14 4. Bulk Trash..........................................14 4.5 City Controlled Property ........................................... 14 A. Frequency of Collection ...................................... 14 B. Point of Collection .................. I ...................... 1 14 C. Containers and Preparation ................................... 14 1. Refuse.............................................14 2. Recyclable Materials .................................. 15 3. Vegetative Waste ..................................... 15 4. Bulk Trash .......................................... 15 4.6 Biohazardous, Biological, Hazardous, Sludge, and Special Waste ........... 15 4.7 Constriction and Demolition Debris Service I .......................... 15 A. Exclusive Right Limited ..................................... 15 B. Frequency of Collection ................................. I .... 16 C. Point of Collection .............. I .... I ............ I .. I ...... 16 D. Containers and Preparation ................................... 16 4.8 Code Enforcement ................................................ 16 4.9 Automated Cart Program ........................................... 16 4.10 Tire Collection ................................................... 16 5.0 Rates and Charges; Compensation to Contractor; Franchise Fee Billing .. 16 5.1 Rates; Compensation to Contractor ................................... 16 A. Residential Service .......................................... 16 B. Commercial and Multiple Dwelling Service ...................... 17 C. Commercial and Multiple Dwelling Vegetative Waste Service ....... 17 D. Optional Special Refuse Collection Service ...................... 17 E. Commercial Rolloff Container Service .......................... 17 F. Code Enforcement .......................................... 17 G. Compactor Service .......................................... 17 H. Optional Special Vegetative Waste Service ....................... 17 I. Commercial Can and Multiple Dwelling Refuse Container .......... 18 5.2 Consumer Price Index Adjustment ................................... 18 5.3 Billing Customers by City .......................................... 19 5.4 Billing and Payment Procedure ...................................... 19 5.5 Franchise Fee .................................................... 20 5.6 Contractor's Petition for a Rate Adjustment ............................ 20 6.0 Schedules and Routes ................................................. 21 7.0 Collection Equipment and Vehicles .................................... 21 7.1 Type and Amount ................................................. 21 7.2 Condition.......................................................21 7.3 Overloading.....................................................22 7.4 Back-up Equipment ............................................... 22 8.0 Contractor's Personnel ...... ......................... , .........__22 -iv- 8.1 Contractor's Representative ....................................... . .22 8.2 Other Personnel..................................................22 8.3 Conduct of Personnel .............................................. 22 8.4 Uniform Regulations .............................................. 23 8.5 Labor and Employment Laws ....................................... 23 8.6 Informing Personnel of Responsibilities ............................... 23 8.7 Driver's License .................................................. 23 8.8 Drug Free Workplace .............................................. 23 9.0 Level of Service; Customer Complaints; Annual Evaluation by City ...... 23 9.1 Level of Service ......................... ........................23 9.2 Customer Complaints ............................................. 24 9.3 Annual Evaluation Procedure .................................. . .... 24 10.0 Authorized Representative's Interpretation and Decision ............... 25 11.0 Other City Permits ................................................... 26 12.0 Performance Bond; Alternatives ....................................... 26 12.1 Performance Bond................................................26 12.2 Conditions......................................................26 12.3 Reduction ofBond/Letter of Credit ................................... 27 12.4 Use of Performance Bond and Letter of Credit .......................... 27 12.5 Replenishment of Letter of Credit and Performance Bond ........... I ..... 27 12.6 Non -renewal, Alteration, or Cancellation of Ltr. of Credit or Perf. Bond ...... 28 12.7 Inflation........................................................28 12.8 Default.........................................................28 12.9 Right to Require Replacement of Bonds or Letter of Credit ................ 28 13.0 Transfer of Ownership or Control ..................................... 28 13.1 Transfer of Franchise ............... . ....................... I ...... 28 13.2 Transfer Threshold ................................................ 29 13.3 City Approval....................................................29 13.4 Signatory Requirement ............................................ 29 14.0 Forfeiture or Termination ... .......................................... 29 14.1 Grounds for Revocation ............................................ 30 14.2 Effect of Circumstances Beyond Control of Franchisee ................... 30 14.3 Effect of Pending Litigation ......................................... 30 14.4 Procedure Prior to Revocation ....................................... 30 15.0 ]Regulatory Authority.................................................31 15.1 Authority.......................................................31 15.2 Right of Inspection ................................................ 31 15.3 City Regulation..................................................31 15.4 City Health and Sanitation Regulations ................................ 32 16.0 Liability and Insurance ............................................... 32 16.1 Certificate of Insurance ............................................ 32 16.2 No Liability Limit ................................................ 32 16.3 Endorsement....................................................32 -iv- 16.4 State Institution .................................................. 33 16.5 Named Insured...................................................33 16.6 Changes in Policy Limits ........................................... 33 16.7 Commercial General Liability Insurance ............................... 33 16.8 Automobile Liability Insurance ...................................... 33 16.9 Worker's Compensation ........................................... 34 17.0 Indemnification and Hold Harmless .................................... 34 18.0 Interference with Persons, Public and Private Property, and Utilities ..... 34 19.0 Books and Records Available to City ......................... I ......... 35 19.1 Records........................................................35 19.2 Review.........................................................35 19.3 Reports to be Filed................................................35 19.4 Mandatory Records...............................................36 19.5 Quarterly Report to City Council ..................................... 36 19.6 Other Records...................................................36 20.0 Preferential or Discriminatory Practices Prohibited ..................... 36 21.0 Storms; Hurricanes; Natural Disasters; Calamities .................... . .36 22.0 Miscellaneous Provisions .............................................. 37 22.1 Independent Contractor ............................................ 37 22.2 No Joint Venture ................................................. 38 22.3 Entire Agreement ................................................. 38 22.4 Notices.........................................................38 22.5 Captions........................................................38 22.6 Severability.....................................................39 22.7 City's Rights of Inspection .......................................... 39 22.8 Attorney's Fees..................................................39 22.9 Counterparts.....................................................39 22.10 Waiver.........................................................39 22.11 Jurisdiction; Venue ............................................... 39 23.0 Effective Date; Term ................................................. 39 23.1 Effective Date ................................................... 39 23.2 Term...........................................................40 23.3 Renewal........................................................40 24.0 Disruption in Collection and Disposal Services .......................... 40 25.0 Liquidated Damages .......... .......................................40 25.1 Legitimate Complaints ............................................. 41 25.2 Spillage........................................................41 25.3 Collection Vehicles and Containers ................................... 41 25.4 Unattended Collection Vehicles ..................................... 41 25.5 Collection Schedules..............................................41 25.6 Failure to Keep Collection Vehicles Closed or Covered ................... 41 25.7 Failure to Have Back -Up Collection Equipment When Needed ............. 41 26.0 Contractor's Representative ........................................... 42 27.0 Time of the Essence...................................................42 28.0 Sovereign Immunity .................................................. 42 29.0 Franchise Costs......................................................42 30.0 Title to Refuse.........................................................42 31.0 Public Awareness Campaign............................................ 42 31.1 General.........................................................42 31.2 Automated Cart Program ........................................... 43 32.0 Additional Recycling Compensation to City................................ 43 EXHIBIT " B" 5.1 Rates; Compensation to Contractor. For collection and disposal services provided under this Agreement, City shall pay Contractor as follows: A. Residential Service. For residential service provided pursuant to paragraph 4.2 of this Agreement, a monthly amount, per customer, equal to $9.18 inclusive of refuse and vegetative waste and recycling. B. Commercial and Multiple Dwelling Mechanical Container Service. For any container service, including commercial and Multiple Dwelling Units) provided pursuant to paragraphs 4.3 and 4.4 of this Agreement, a monthly amount equal to: $27.96 per containerized yard, per pickup $4.00 per containerized yard, per pickup for special services in addition to normal services provided under this Agreement. C. Multiple Dwelling Recycling Service. For multiple dwelling recycling service provided pursuant to paragraphs 4.4(C)(2), a monthly amount equal to $1.66 per unit. D. Commercial Rolloff Container Service. For commercial rolloff container service provided pursuant to paragraph 4.3(C)(1), an amount equal to: Minimum of 1 pull per month as follows: Container delivery, per container $50.00 E IBIT 20 cubic yard box $135.00 per pull 30 cubic yard box $160.00 per pull 40 cubic yard box $185.00 per pull E. Code Enforcement. Upon request of the Authorized Representative, Contractor shall provide solid waste and construction and demolition debris collection and disposal service to City for code enforcement related matters at no charge to the City. F. Compactor Service. For compactor service provided pursuant to paragraphs 4.3(C)(1) and 4.4(C)(1) of this Agreement, an amount mutually agreed to by Contractor and the Customer. G. Multiple Dwelling and Special Vegetative Waste Service. For Multiple Dwelling Units and special vegetative waste collection and disposal service for residential and commercial Customers not provided for hereunder (vegetative waste by virtue of its size or weight exceeds routine and normal yard and landscaping maintenance generated on site), in addition to any applicable monthly customer service provided hereunder, an amount equal to: Quarter Clam Load $ 30.00 Half Clam Load $ 60.00 Three Quarter Clam Load $ 90.00 Full Clam Load $120.00 H. Commercial Can and Multiple Dwelling Refuse Container Service. For commercial can and multiple dwelling refuse container service provided pursuant to paragraphs 4.3 and 4.4 of this Agreement, a monthly amount equal to: Individual Commercial Accounts with trash cans: $10.88 per month, per unit Mobile Homes and Multiple Dwelling Units: $4.74 per month, per unit 5.2 Consumer Price Index Adjustment. The rates in paragraph 5.1 shall remain unchanged during the term of this Agreement unless the growth in the gross revenue generated from all collection and disposal services required hereunder falls below five percent (5%) for a particular year. If the gross revenue growth rate falls below five percent (5%), the rates shall be adjusted by the CPI. Each new rate shall be computed pursuant to the following mathematical formula: New Rate = [CP12 - CPI1] +1 x Current Rate CPI1 "CPI 1"The published CPI for the month of October of the preceding year, "CPI2" The published CPI for the month of October for the year in which the rate is being adjusted. Adjustments to the prices made in accordance with this subsection are intended to reflect changes in the purchasing power of a given amount of money expressed in dollars. If CPII and CM are not expressed in relation to the same base period or if a material change is made in the method of establishing CPI, the City and the Contractor shall make an appropriate statistical adjustment or conversion. If the CPI is discontinued, the City and the Contractor shall mutually select another index published by the United States Government or by a reputable publisher of financial and economic indices. RESOLUTION NO. 20048 A RESOLUTION OF THE CITY OF CAPE CANAVERAL, BREVARD COUNTY, FLORIDA; AUTHORIZING A FIVE-YEAR EXTENSION TO THE GARBAGE COLLECTION AND RECYCLING SERVICES AGREEMENT WITH WASTE MANAGEMENT OF FLORIDA, INC.; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City entered into a Garbage Collection and Recycling Service Agreement dated November 18, 1997 as amended; and WHEREAS, the City and Waste Management of Florida, Inc. desire to exercise the five-year extension clause stated within the November 18, 1997 Garbage Collection and Recycling Services Agreement; and NOW, THEREFORE, BE IT RESOLVED by the City Councif of the City of Cape Canaveral, Florida, as follows: SECTION 1. The City shall enter into a five-year extension that will expire on September 30, 2009 for Garbage and Recycling Services subject to the rates, terms and conditions outlined in Appendix "A", attached hereto and incorporated herein by reference. SECTION 2. The Agreement shall take effect immediately upon its adoption. ADOPTED BY the City Council of the City of Cape Canaveral, Brevard County, Florida this 19th day of October, 2004. Rocky Randels, AYOR ATTEST: FOR AGAINST Bob Hoog Motion Susan Stills, ,CITY (AERK Jim Morgan X Buzz Petsos X APPROVED AS TO FORM: Anthony Garganese, CITY ATTORNEY Rocky Randels X Richard Treverton Second Waste Management Cape Canaveral Auto Cart System Sample survey questions Since its establishment, the Cape Canaveral Auto Cart program has improved the overall appearance of my neighborhood. STRONGLY AGREE AGREE DISAGREE STRONGLY DISAGREE The Cape Canaveral Auto Cart program has eliminated the problem of cans and lids being blown into streets and driveways. STRONGLY AGREE AGREE DISAGREE STRONGLY DISAGREE The Cape Canaveral Auto Cart program has reduced garbage spillage and litter in my neighborhood. STRONGLY AGREE AGREE DISAGREE STRONGLY DISAGREE I find the -Auto Cart to be more convenient and easier to handle than my old garbage containers. STRONGLY AGREE AGREE DISAGREE STRONGLY DISAGREE I think the Auto Carts are made well and are sturdier than my old garbage containers. STRONGLY AGREE AGREE DISAGREE STRONGLY DISAGREE Overall, I am happy with the Cape Canaveral Auto Cart program. STRONGLY AGREE AGREE DISAGREE STRONGLY DISAGREE Waste Management has met my needs in a timely and helpful manner since the establishment of the Auto Cart program. STRONGLY AGREE AGREE DISAGREE STRONGLY DISAGREE Please use the space below to include any comments, special needs or suggestions you might have FIRST AMENDMENT TO SOLID WASTE AGREEMENT gym' THIS FIRST AMENDMENT TO AGREEMENT made and entered into this day of 2006, by and between the CITY OF CAPE CANAVERAL, FLORIDA, a Florida 4,p 0;" Municipal Corporation, located at [05 Polk Avenue, Cape Canaveral, Florida 32920 (hereinafter � "City") and WASTE MANAGEMENT, INC. OF FLORIDA, a Florida corporation, located at . �7382 Talona Drive, W. Melbourne, Florida 32904 (hereinafter "Contractor"). WITNESSETH: W1MREAS, the parties entered into that certain Solid Waste Franchise Agreement dated Octoberl, 2004 (the "Agreement"); and WHEREAS, the parties desire to amend the Agreement to provide for implementation of a roll-out garbage cart program; and WHEREAS, the City considers these modifications to be in the best interests of its residents. NOW, THEREFORE, in consideration of the mutual promises contained herein, and certain other good and valuable considerations, the receipt and sufficiency, all of which is hereby acknowledged, it is agreed as follows: SECTION 1: Section 2.34 of the Agreement is modified as follows: 2.34 Refuse Container or Cart. Shall mean a heavy plastic receptacle, with a rated capacity of not more than ninety-six (96) gallons, having a hinged tight -fitting lid and wheels, which is designed or intended to be used for automated or semi -automated collection. Carts will be provided by and distributed by the Contractor. Contractor shall retain ownership of the Carts unless it opts to relinquish same to the City at the conclusion of the Agreement. SECTION 2: Section 4.2C Containers and Preparation is deleted and replaced with the following: C. Containers and Preparation. 1. Household Trash and Garbage. Garbage and household trash shall be placed only in carts. Contractor shall be required to provide collection and disposal services for all household trash and garbage generated from residential customers which has been properly prepared and stored in a refuse container provided under the Automated Cart Program. 2. Recyclable Materials. Contractor shall be required to provide collection and disposal services for all recyclable materials generated from residential customers which have been properly prepared and stored in a recycling container. 3. Vegetative Waste. Contractor shall be required to provide collection and disposal services for all vegetative waste generated from residential customers provided same are placed in a refuse container (cart) provided under the Automated Cart Program. Vegetative waste shall be segregated from garbage and household trash which shall be in placed in a separate cart. All leaves and pine needles, ornamental shrubs, clippings and tree trimmings with branches less than 3 inches in diameter making up not more than one cubic yard shall be placed in the cart. Up to 20 branches from Queen and Royal palms shall be collected provided that same are cut appropriately and placed in the cart. 4. Household Trash. Contractor shall be required to provide collection and disposal services for all bulk trash generated from residential customers regardless of whether it is containerized. SECTION 3: Section 4.3C1a is modified as follows: a. Customers shall be permitted to use refuse containers (carts) provided the amount of commercial trash and garbage per collection can be stored in a maximum of four (4) carts; otherwise, customers shall be required to used one or more of the following mechanical containers, compactor service or roll off containers. Contractor shall provide such customers with one (1) 96 gallon cart. Customers may purchase carts for $70.00 each and shall pay the service rate as set forth in Exhibit B, currently $3.00 per month. SECTION 4: Section 4.9 Automated Cart Program is modified as follows: 4.9 Automated Cart Program. Contractor has the capability of providing certain automated equipment which may be utilized in conjunction with a toter cart program for garbage and vegetative waste collection ("Automated Cart Program"). By May 1, 2006, Contractor shall implement the Automated Cart Program pursuant to operational terms and conditions negotiated with the City, provided that same shall not result in an increase in total cost to the City. The Contractor shall be responsible for the purchase, distribution and repair of carts that have been damaged by Contractor's actions. Collector shall distribute one (1) or two (2) 96 gallon carts to each residential unit depending upon the customer's waste generation requirement. Those customers with minimal waste volumes may select one (1) 64 gallon cart. Carts will be distributed pursuant to a schedule mutually determined by City and Contractor. Contractor shall maintain, at all times, a sufficient number of carts to ensure that all extra or replacement carts can be provided within five work days upon notification by the City or the customer. Contractor shall distribute fully assembled carts to new residential units that are added during the term of this contract. Carts that have been lost or damaged due to customers' abuse or negligence shall be repaired or replaced, at the expense of the customer utilizing the then current cost of the cart. Customer may purchase a third cart for a charge of $70.00. Those seeking changes in cart size will be charged $25.00 delivery charge for each such change. SECTION 5: All provisions not specifically modified herein shall remain in full force and effect. 2 IN WITNESS WHEREOF, the undersigned have set their hands and seals as authorized corporate officers and on behalf of the undersigned corporations. Signed, sealed and witnessed in the presence of: THE CONTRACTOR: (R® C- THE CITY: WASTE MANAGEMENT INC. OF FLORIDA a Florida Corporation (Corporate Seal) CITY OF CAPE CANAVERAL a Municipal Corporation