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Backup Documents 10/13/2009 Item #16C 116C 1 MEMORANDUM Date: October 14, 2008 To: Linda Best, Solid Waste Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract Amendment #2 Choice Environmental Services of Collier, Inc. "Solid Waste, Recyclable Materials, and Yard Trash Collection Services" Enclosed please find one (1) original work order agreements, as referenced above, (Agenda Item #16C1) approved by the Board of County Commissioners on Tuesday, October 13, 2009. The Finance Department and the Minutes & Records Department have retained the remaining original agreements. If you should have any questions, please contact me at 252 -7240. Thank you. Enclosures (1) Contract Amendment #2 "Franchise Agreement Between Collier County and 16C Choice Environmental Services of Collier, Inc. Solid Waste, Recyclable Materials, and Yard Trash Collection Services" This amendment, dated � =32009 to the referenced agreement shall be by and between the parties to the original Agreement, Choice Environmental Services of Collier, Inc. (to be referred to as "Contractor ") and Collier County, Florida, (to be referred to as "Owner "). Statement of Understanding RE: Franchise Agreement Between Collier County and Choice Environmental Services of Collier, Inc. for Solid Waste, Recyclable Materials, and Yard Trash Collection Services In order to continue the services provided for in the original Contact document referenced above, the Contractor agrees to amend the above referenced Contract as follows: To provide for language and process clarifications to the Franchise Agreement Between Collier County and Choice Environmental Services of Collier, Inc. to make certain that the Agreement is in alignment with current business practices, to update the rates for Monthly Residential Collection Tonnage, and to ensure continued best practices and services for Collections in Collier County District II as per Exhibit I, and Exhibit II attached and made an integral parts of this Amendment. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Contractor and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. CONTRACTOR: Choice Environmental Services of Collier, Inc. By: Print Name and Title Witness: By:�_ � 1 Accepted: . ! - 009 OWNER: BOARD OF CO' COLLIER COU] By: Donna Fia REVI By: BY: DEP. Print Name and Title (' By` 17 ATTEST- Daniel R. REVIEWED BY: / UTILITY BtLLD wiglit E. Brock, Clerk MANAGER x t4 Civet f' 111patw-e oats By: Approved as to f6riii and legal sufficiency J6Xeph REVI BY: ILIX 0 CT SPECIALIST Assistant Coun Attorney 4 s V_ c >Q A W+H i T-E. By: k k o -- Print Name and Title Dianna Perryman f Y COMMISSIONERS }, FLORIDA / J J Compliance CUSTOMER SERVICE 16C 1 Exhibit 1 Contract Amendment #2 Franchise Agreement Between Collier County and Choice Environmental Services of Collier, Inc. for Solid Waste, Recyclable Materials and Yard Trash Collection Services. Note: Words stA4Gk- through have been deleted, words underlined have been added. FRANCHISE AGREEMENT BETWEEN COLLIER COUNTY IMMOKALEE DISPOSAL COMPANY, INC. SOLID WASTE, RECYCLABLE MATERIALS, AND YARD TRASH COLLECTION SERVICES 16C 1 Franchise Agreement for Solid Waste, Recyclable Materials, and Yard Trash Collection Services TABLE OF CONTENTS 1 Definitions .......................................................................................... ............................... 2 Exclusive Franchise and Term ........................................................... ............................... 2.1 Exclusive Franchise Granted .................................................. ............................... 2.2 Term of Franchise Agreement ................................................ ............................... 2.3 Renewal Option ...................................................................... ............................... 2.4 Termination of Collection Service Under Existing Agreement ........................... 3 Agreement Documents ....................................................................... ............................... 3.1 Agreement Documents ........................................................... ............................... 3.2 Conflicts Between Agreement Documents .............................. ............................... 4 Service District ................................................................................... ............................... 5 General Provisions ............................................................................. ............................... 5.1 County Vision, Mission, and Value Statements ....................... ............................... 5.2 General Description of Collection Services ............................. ............................... 5.3 Transition Prior to Commencement Date ................................ ............................... 5.4 Transition Prior to Expiration of this Agreement ...................... ............................... 5.5 Hours and Days of Collection Service ..................................... ............................... 5.6 Routes and Schedules ............................................................ ............................... 5.7 Changes to Routes and Schedules ......................................... ............................... 5.8 Addition of New Customers to Customer List .......................... ............................... 5.9 Holidays .................................................................................. ............................... 5.10 General Collection Procedures ............................................... ............................... 5.11 Mixing Loads of Materials ....................................................... ............................... 5.12 Non - Collection Procedures ..................................................... ............................... 5.13 Missed Collection Procedures ................................................. ............................... 5.14 Protection of Private and Public Property ................................ ............................... 5.15 Access to Streets and Collection Containers .......................... ............................... 5.16 Designated Sites ..................................................................... ............................... 11 16C 1 5.17 Spillage and Litter ................................................................... ............................... 5.18 Exempt Materials .................................................................... ............................... 5.19 Safety Program ....................................................................... ............................... 5.20 Collection Plan ........................................................................ ............................... 5.21 Ownership of Solid Waste and Program Recyclables ............. ............................... 5.22 Compaction of Program Recyclables ...................................... ............................... 5.23 Sale of Program Recyclables .................................................. ............................... 5.24 Disposal of Recyclable Materials ............................................ ............................... 6 Set Out Procedures ............................................................................ ............................... 6.1 Residential Customers ............................................................ ............................... 6.2 Commercial Customers .......................................................... ............................... 6.3 Residential and Commercial Customers ................................. ............................... 7 Residential Collection Service ............................................................ ............................... 7.1 Basic Collection Service and Collection Frequency ................ ............................... 7.2 Supplemental Collection Services ........................................... ............................... 8 Multi - Family Collection Service ........................................................... ............................... 9 Commercial Collection Service ........................................................... ............................... 9.1 Basic Collection Service and Collection Frequency ................ ............................... 9.2 Supplemental Collection Services ........................................... ............................... 9.3 Commercial Recycling Services .............................................. ............................... 9.4 Contract for Commercial Collection Service ............................ ............................... 9.5 Termination of Commercial Collection Service ........................ ............................... 10 Collection Containers for Residential Waste and Yard Trash ............. ............................... 10.1 Provision of Containers ........................................................... ............................... 10.1.1 Curbside Containers ................................................... ............................... 10.1.2 Residential Recycling Bins and Recycling Carts ......... ............................... 10.1.3 Commercial Containers ............................................... ............................... 10.2 Ownership of Containers ........................................................ ............................... 10.3 Technical Specifications for Containers .................................. ............................... 10.4 Delivery of Containers ............................................................. ............................... 10.5 Maintenance of Containers ..................................................... ............................... 10.6 Repair and Replacement of Containers .................................. ............................... 10.7 Storage and Recycling Bins ........................................ ............................... 11 Vehicles and Equipment ..................................................................... ............................... 11.1 General Provisions ................................................................. ............................... 16C 1 iv 11.2 Ancillary Equipment ................................................................ ............................... 11.3 Reserve Vehicles and Equipment ........................................... ............................... 11.4 Maintenance and Condition .................................................... ............................... 11.5 Identification ........................................................................... ............................... 11.6 Compliance with the Law ........................................................ ............................... 11.7 County's Right to Inspect Vehicles .......................................... ............................... 11.8 Storage and Repair ................................................................. ............................... 12 Employees and Supervisors ............................................................... ............................... 12.1 District Manager ...................................................................... ............................... 12.2 Field Supervisor ...................................................................... ............................... 12.3 Employee Conduct ................................................................. ............................... 12.4 Employee Appearance and Identification ................................ ............................... 12.5 Removal of Employees ........................................................... ............................... 12.6 Employee Training and Licenses ............................................ ............................... 13 Local Office ........................................................................................ ............................... 14 Handling of Complaints ...................................................................... ............................... 15 Customer Dispute Resolution ............................................................. ............................... 16 Record Keeping and Reporting .......................................................... ............................... 16.1 Record Keeping ...................................................................... ............................... 16.1.1 Equipment Maintenance Log ....................................... ............................... 16.1.2 Non - Collection Notice Log .......................................... ............................... 16.1.3 Legitimate Complaint Log ........................................... ............................... 16.1.4 Program Recyclables Log ........................................... ............................... 16.1.5 White Goods Log ........................................................ ............................... 16.1.6 Tire Collection Log ...................................................... ............................... 16.1.7 Bulk Waste Log ............................................... ............................... 16.1.8 Electronic Equipment Log ................................. ............................... 16.2 Operational Report ..................................................... ............................... 16.3 Annual Report ......................................................................... ............................... 16.4 Other Reports, Documents and Notifications .......................... ............................... 16.4.1 Residential Recycling Participation Report .................. ............................... 16.4.2 Updates to Safety Plan ............................................... ............................... 16.4.3 Accidents and Property Damage ................................. ............................... 16.5 General Record Keeping and Reporting Requirements .......... ............................... 17 Education, Promotion and Public Awareness ..................................... ............................... iv 16C 17.1 ParticipaUoninCountnAuctkities -------------------------. 172 Usage of County Themes and Logos ..................................................................... 17.3 Distribution of Information with Recycling ContaimenG--------------' 17.4 Distribution of Information to Commercial Customers ............................................ 17.5 Production and Distribution of Promotional and Educational Material .................... 17.6 Public Notices Concerning Changes iO Collection Services ................................... 18 Changes to Services ......................................................................................................... 18.1 Addition or Deletion of Recyclable KAatehals -------------------. 18.2 Recycling Facility in Collier County ........................................................................ 18.3 Provision of ServiceUponTennination ---------------------- 18.4 Collection and Processing of Commercial Organics ........................................ 18.5 County's right horequire Recycling Carts ...................................................... 19 AdddkonoJGervices ------------------------------------ 19.1 Commercial Waste Reduction ................................................................................ 192 Community Service ................................................................................................ 19.3 Pilot Studies-----------------------------------' 19.4 Electronic Equipment ............................................................................................. 19.5 School Recycling Program ........................................................................ 20 Emergency SbuaUons and Disaster Debris ........................................................................ 20j Use of CortrGctO[Servces ---------------------------- 20.2 Variance in Routes and Schedules ........................................................................ 20.3 Contingency Plan .................................................... .............................................. 20.4 ErnergenoyManagernenVDioasterMeetings -------------------. 21 |OsuraOce----------------------------------------'. 21.1. Requirements for Insurance Carriers 21.2 Workers Compensation Insurance ......................................................................... 21.3 Commercial General Liability ................................................................................. 21/4 Automobile Liability ................................................................................................ 21.5 Umbrella Liability ................................................................................................... 21.0 Hazardous Waste Insurance .................................................................................. 21.61 Contractor's Pollution Liability .................................................................... 21.8.2 Asbestos Liability ....................................................................................... 21.6.3 Hazardous Waste Disposal ........................................................................ 21.8.4 Hazardous Waste Transportation ............................................................... 21.6.5 CertificatesOf|neunance -------------------------. V 166 1 21.7 General Insurance Requirements ........................................... ............................... 22 Performance Bond ............................................................................. ............................... 23 Assignment and Subletting ................................................................. ............................... 24 Transfer of Ownership ........................................................................ ............................... 25 Payment for Services and Administrative Fees .................................. ............................... 25.1 Prohibitions on Payments ....................................................... ............................... 25.2 County's Obligation to Pay for Residential Collection Service . ............................... 25.3 Procedure for Payment of Residential Service ........................ ............................... 25.4 Adding New Residential Customers ........................................ ............................... 25.5 Removing Residential Customers ........................................... ............................... 25.6 Overpayments and Underpayments for Residential Service ... ............................... 25.7 Payments for Commercial Service .......................................... ............................... 25.8 County Billings for Commercial Service .................................. ............................... 25.9 Administrative Fees ................................................................ ............................... 26 Rates ............................................................................................... ............................... 26.1 Standard Rates ....................................................................... ............................... 26.2 Special Rates for Emergency Situations and Disaster Debris . ............................... 27 Rate Adjustment ................................................................................. ............................... 27.1 Annual CPI Rate Adjustments to Collection Rates .................. ............................... 27.2 Adjustments to Commercial Disposal Rates ........................... ............................... 27.3 Changes Imposed by Law ...................................................... ............................... 27.4 Extraordinary Rate Adjustment ............................................... ............................... 27.5 Rate Reductions ..................................................................... ............................... 28 Liquidated Damages .......................................................................... ............................... 28.1 Basis for Liquidated Damages ................................................ ............................... 28.2 Procedure for Assessing Liquidated Damages ....................... ............................... 29 Events of Termination ........................................................................ ............................... 29.1 Failure to Fulfill Obligations of Agreement ............................... ............................... 29.2 Insolvency of Contractor ......................................................... ............................... 29.3 Repeat Violations of Agreement ............................................. ............................... 30 Dispute Resolution Process ............................................................... ............................... 31 Operations During a Dispute .............................................................. ............................... 32 Waiver ............................................................................................... ............................... 33 Notices and Communications to Director and District Manager .......... ............................... 34 Permits and Licenses ......................................................................... ............................... vi 16C 1 35 Compliance with Laws and Regulations ............................................. ............................... 36 Equal Opportunity Employment .......................................................... ............................... 37 Indemnification and Hold Harmless .................................................... ............................... 38 Employee Status ................................................................................ ............................... 39 Severability ......................................................................................... ............................... 40 Force Majeure .................................................................................... ............................... 40.1 Inability to Perform .................................................................. ............................... 40.2 Events of Force Majeure ......................................................... ............................... 40.3 Written Notification .................................................................. ............................... 41 Governing Law and Venue ................................................................. ............................... 42 Modification to the Agreement ............................................................ ............................... 42.1 County Power to Modify .......................................................... ............................... 42.2 Changes in Law ...................................................................... ............................... 43 Independent Contractor ...................................................................... ............................... 44 All Prior Agreements Superseded ...................................................... ............................... 45 Headings ............................................................................................ ............................... 46 Survivability ........................................................................................ ............................... 47 Fair Dealing ........................................................................................ ............................... 48 Sovereign Immunity ............................................................................ ............................... 49 Construction of Agreement ................................................................. ............................... 50 Terms Generally ................................................................................. ............................... 51 Remedies Not Exclusive ..................................................................... ............................... vii 16L .1 Franchise Agreement for Solid Waste, Recyclable Materials, and Yard Trash Collection Services This Franchise Agreement ( "Agreement ") for Solid Waste, Recyclable Materials, and Yard Trash Collection Services is made and entered into this 8th day of February 2005, by and between Collier County, a political subdivision of the State of Florida (hereinafter referred to as "County "), and Immokalee Disposal Company, Inc. (hereinafter referred to as the "Contractor "). WITNESSETH: WHEREAS, Sections 125.01 (1) and Chapter 403, Florida Statutes, grant the Board of County Commissioners of Collier County (the "Board ") the authority to regulate Solid Waste Collection and disposal services in the County; and WHEREAS, Chapter 403, Florida Statutes, grants the Board the authority to implement a comprehensive recycling program; and WHEREAS, the Contractor has sufficient resources to provide the Collection Services sought by the County; and WHEREAS, the Contractor currently provides satisfactory Collection Services for the County pursuant to another agreement; and WHEREAS, the County desires to use the Contractor's services and the Contractor desires to provide Collection Services, subject to the terms and conditions contained in this Agreement; and WHEREAS, the Board finds that granting an exclusive franchise for Collection Services is in the public interest, and protects the public health, safety, and general welfare of those to be served by the Contractor, and that the Contractor should be granted an exclusive franchise for the Collection Services required by this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the County and the Contractor mutually undertake, promise and agree for themselves, their successors and assigns that they shall be bound by and shall strictly comply with the following provisions of this Agreement: 16C 1 1 Definitions For the purposes of this Agreement, the definitions contained in this Section 1 shall apply unless otherwise specifically stated. If a word or phrase is not defined in this Section 1, the definition of such word or phrase in the Code of Laws and Ordinances of Collier County, Florida, shall apply. 1.1 Agreement: this Franchise Agreement for Solid Waste, Recyclable Materials, and Yard Trash Collection Services. 1.2 Agreement Year: twelve (12) consecutive months, beginning on the Commencement Date (October 1, 2005), and every twelve (12) months thereafter for the term of this Agreement. 1.3 Applicable Law: any local, state or federal statute, law, constitution, charter, ordinance, judgment, order, decree, permit, rule, regulation, directive, policy, standard or similar binding authority, or a judicial or administrative interpretation of any of the same, which are in effect or are enacted, adopted, promulgated, issued or enforced by a governmental body during the term of this Agreement, and relate in any manner to the performance of the County or Contractor under this Agreement. 1.4 Audited Financial Statement: a collection of the following as they are defined by the American Institute of Certified Public Accountants: accountants' report (opinion), balance sheet, profit /loss statement, changes in financial position /cash flow statement, notes to the financial statement, accountants' report on supplemental information and supplemental information. 4-.4-1_5113ack Door Service: the Collection of Solid Waste or Recyclable Materials on a Residential Customer's property at a location that is not Curbside. 44- 1_6113iological Waste: those wastes that cause or have the capability of causing disease or infection including, but not limited to, Biomedical Waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals. This term does not include human remains that are disposed of by Persons licensed under Chapter 470, Florida Statutes. 1_7Biomedical Waste: any solid or liquid waste which may present a threat of infection to humans, including non - liquid tissue, body parts, blood, blood products, and body fluids from humans and other primates; laboratory and veterinary wastes which contain human disease - causing agents; and discarded sharps. The following are also included: (a) used absorbent materials saturated with blood, blood products, body fluids, or excretions or secretions contaminated with visible blood; (b) absorbent materials saturated with blood or blood products that have dried; and (c) non - absorbent, disposable devices that have been contaminated with blood, or body fluids or secretions or excretions visibly contaminated with blood, if the devices have not been treated by an approved method. 44 1.8 Board: the Board of County Commissioners of Collier County, Florida. 1.9 Bulk Waste: any large discarded Curbside Container because of its includes, but is not limited to, sofas ladders, and carpet. Bulk Waste Equipment, or Extraordinary Waste. household item that cannot be placed in a size, volume, shape or weight. Bulk Waste tables, sinks, toilets, other fixtures, furniture, does not include White Goods, Electronic 16� 1 4-.9 1.10 Certificate of Occupancy: a document issued by the County certifying that a newly constructed building has been constructed in compliance with County specifications, and is suitable for use. 440 1.11 Collection: the process of picking up, transporting, and dropping off Residential Waste and Commercial Waste at the Designated Sites; or the process of picking up, transporting, and dropping off Exempt Materials at a licensed disposal site or Recycling Facility. 1.11 1.12 Collection Containers: Curbside Containers, Commercial Containers, Recycling Bins, Recycling Carts, and /or Commercial Recycling Containers. 142 1.13 Collection Plan: the document prepared by the Contractor and submitted to the Director that describes how the Contractor will provide Collection Service in accordance with the provisions of this Agreement. 443 1.14 Collection Service: Residential Curbside Collection Service and /or Commercial Collection Service. 444 1.15 Commencement Date: October 1, 2005, which is the date when the Contractor shall begin providing Residential Curbside Collection Service and Commercial Collection Service pursuant to the requirements of this Agreement. 1.16 Commercial Collection Service: (a) the Collection of Commercial Waste from Commercial Customers; (b) the Collection of Commercial Recyclables, if the Contractor has a contract with the Commercial Customer for such service; and (G) Vie. 4-.16 1.17 Commercial Container: a dumpster, temporary roll -off container, compactor, Roll Toter, or other container, eXGept a Roll GaFt, that is approved by the Director for the Collection of Solid- Commercial Waste or Recyclable Materials from Commercial Customers. 447 1.18 Commercial Customer: Any Person that uses the Contractor's services for the Collection of Commercial Waste. 1.19 Commercial Lawn Care Service: a Person that provides lawn and garden maintenance services for remuneration. This definition includes landscapers. 449 1.20 Commercial Organics: Organic Waste that is segregated from Commercial Waste for recycling or other beneficial uses. 4-.9 1.21 Commercial Real Property: real property located in Service District I that is not classified as Residential Real Property. Commercial Real Property includes property used primarily for: (a) commercial purposes, such as hotels, motels, stores, restaurants, theaters, service stations, and recreational vehicle parks; (b) institutional purposes, such as governmental offices, churches, hospitals, and schools; and (c) not - for - profit organizations. Commercial Real Property shall not include commercially zoned property that is used primarily for residential purposes. Vacant land, not classified as Improved Real Property, shall be deemed Commercial Real Property. 1.22 Commercial Recyclables: Recyclable Materials generated by Commercial Customers. 3 16C 1 442 1.23 Commercial Recycling Container: a dumpster, , compactor, or other container, approved by the Director for the Collection of Recyclable Materials from Commercial Customers. 4-.23 1.24 Commercial Supplemental Collection Services: services that are provided by the Contractor to Commercial Customers, but are not included in the Rate for Commercial Collection Service. 4-.2-4 1.25 Commercial Waste: Garbage and Rubbish generated upon Commercial Real Property or Industrial Real Property. Commercial Waste includes Commercial Recyclables collected from a Customer that has a contract with Contractor for the Collection of such materials. 446 1.26 Commercial Yard Trash: Yard Trash generated upon a Commercial Customer's Commercial Real Property or Industrial Real Property. Yard Trash collected by a Commercial Lawn Care Service is not Commercial Yard Trash. 4-.26 1.27 Construction and Demolition (C&D) Debris: discarded materials generally considered to be not water soluble and non - hazardous in nature, including, but not limited to, steel, glass, brick, concrete, asphalt roofing material, pipe, gypsum wallboard, and lumber, rc—,g from the construction or destruction, or Fenevati of a structure, as part of a construction or demolition proiect, or renovation of a structure, and 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 that 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; effective January 1, 1997, except as provided in Section 403.707(12)(i), F.S. unpainted, non - treated wood scraps from facilities manufacturing materials used for construction of structures of their components and unpainted, non treated wood pallets provided the wood scraps and pallets are separated from other solid waste where generated and the generator of such wood scraps or pallets implements reasonable practices of generating industry to minimize the commingling of wood scraps or pallets with other solid waste; and de minimis amounts of other non - hazardous wastes that are generated at construction or demolition proiects, 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. 1.28 Contingency Plan: the Contractor's plan for avoiding an interruption in Collection Service in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. 448 1.29 Contractor: Immokalee Disposal Company, Inc.. 449 1.30 County: depending on the context, either the unincorporated areas of Collier County, Florida, or the Collier County government, including its officers, agents and employees. 4:30 1.31 County Manager: the Chief Administrative Official of Collier County, Florida, or their designee. 4 6U` 4:34 1.32 Curbside: a location within three (3) feet of the curb, pavement, or edge of the nearest street. If this location is in a drainage ditch, Curbside shall mean a location adjacent to the Customer's driveway, as close as possible to the nearest roadway. 442 1.33 Curbside Container: (a) a metal or plastic container with a tight fitting lid, with two handles OR the sides, and with or without wheels; (b) Roll Carts; and (c) a heavy duty plastic bag sufficient in strength for handling by the Contractor, provided the bag is closed and unbroken at the time of Collection. 4:33 1.34 Customer: any Person that uses the Contractor's Collection Service under this Agreement. A Customer shall be a Commercial Customer or Residential Customer. 4-.34 1.35 Customer Base: the number of Residential Customers and/or Commercial Customers used in an Agreement Year to establish Rates, charges, or fees under this Agreement. 446 1.36 Customer List: a list compiled by the County of the Residential Customers that are entitled to Residential Curbside Collection Service from the Contractor. 446 1.37 Day: a calendar day, except Sundays and County agreed Holidays. 4.47 1.38 Department: The County department to which the County Manager assigns the responsibility of administering this Agreement. 448 1.39 Designated Site(s): any real property or facility properly permitted and approved designated by the County Manager for the receipt, disposal or processing of Residential Waste, Commercial Waste, Recyclable Materials, or other materials. 449 1.40 Director: the Director of the County's Operations Support Department or the Director's designee. 4:401.41 Disaster Debris: debris that is produced or generated by declared, natural or manmade disasters, and is placed Curbside by Residential Customers, including but not limited to Yard Trash, Construction and Demolition Debris, Bulk Waste, and White Goods. 41.42 Disaster Debris Contract: the contract entered into by the County and a contractor to provide for the removal, hauling, disposal, and recycling of Disaster Debris. 4-42 1.43 District Manager: the person designated by the contractor to be the contractors official representative regarding manners pertaining to this agreement. 443 1.44 Dwelling Unit: a room or rooms constituting a separate, independent establishment with cooking facilities /kitchen, a separate entrance, and bathroom facilities, and physically separated from any other rooms or Dwelling Units which may be in the same structure or in separate structures. A hotel or motel room is not a Dwelling Unit. 4-.44 1.45 Effective Date: the date when this Agreement is signed, recorded and duly executed by the Board or its designee, which shall occur after the Agreement is signed and duly executed by the Contractor. 446 1.46 Electronic Equipment: electronic devices that have been discarded, including, but not limited to, computers, monitors, televisions, cathode ray tubes, printers, scanners, fax machines, game systems and telephones. 4:46 1.47 Exempt Materials: materials that are exempt from the Contractor's exclusive franchise under this Agreement as provided in Section 5.18. 5 16C I 41.48 Extraordinary Wastes: wastes that require extraordinary management, including, but not limited to: abandoned automobiles; boats; tree trunks greater than four (4) feet in length, four (4) inches in diameter and fifty (50) pounds in weight; dead animals; agricultural and industrial wastes; Biomedical Waste; Biological Waste; Radioactive Waste; and Hazardous Waste. 41.49 Fair Market Value: the price for which an item would sell on the open market if put up for sale, based on comparable sales of similar items. 449 1.50 Franchise Agreement: the written authority granted by the Board to provide Collection Services in unincorporated Collier County and the incorporated areas of the City of Marco Island. 4-40 1.51 Garbage: all kitchen and table food waste, and animal or vegetative waste that is attendant with or results from the storage, preparation, cooking, or handling of food materials. 4.54 1.52 Hazardous Waste: Solid Waste, or a combination of Solid Wastes, which because of its quantity, concentration, chemical or physical characteristics, may cause or significantly contribute to an increase in mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a substantial present or potential hazard to human health or the environment when improperly transported, disposed of, treated, or otherwise managed. Hazardous Waste includes any material or substance identified as a hazardous waste or hazardous substance in the Florida Administrative Code, Florida Statutes, or other Applicable Law. 442 1.53 Holiday: Independence Day, Thanksgiving Day, Christmas Day, and any other holiday approved by the OirGteFCounty Manager. 4-.-63 1.54 Improved Real Property: any cleared, graded or drained real property upon which a building or structure is erected and occupied or capable of being occupied (i.e., a County Certificate of Occupancy has been issued) for residential, commercial, institutional or industrial use. Improved Real Property includes but is not limited to recreational vehicle park lots contained within parks designated as mobile home parks by the County Health Department. 4-.64 1.55 Industrial Real Property: real property, not classified as Residential Real Property, where a Person is engaged in manufacturing, or processing raw materials, or altering or modifying a product for the purpose of producing a usable or finished product, and such Person generates Solid Waste as a by- product of their activities. 445 1.56 Land Clearing Debris: the UPF09ted tFees, bushes, vegetatigR, and ethe Means rocks, soils, tree remains, trees and other vegetative matter which normally results from land clearing or land development operations for a construction project. Land Clearing debris does not include vegetative matter from lawn maintenance, farming operations, nursery operations, or any other source not related directly to a construction project. 461.57 Legitimate Complaint: any complaint where the Director determines that the applicable requirements of this Agreement and Ordinances concerning the Set Out and Collection of Solid Commercial Waste, Residential Waste, Program Recyclables, or Yard Trash were satisfied by the Customer, but not the Contractor. 1.58 Litter: any discarded, used or unconsumed substances or wastes. Litter shall include, but shall not be limited to, garbage, trash, refuse, debris, paper product (including 0 6 C newspapers and magazines), glass, metal, plastic or other containers, cloth wood and wood products, sweepings, liquids (other than uncontaminated water) sludge grass clippings, tree limbs, trunks, and roots, undergrowth wastes, motor vehicles parts and tires, furniture, oil or grease, hazardous wastes (including gasoline, paint thinners and other similar types), the carcass of a dead animal, and obnoxious or offensive matter of any kind, any obiect likely to injure any person or create a traffic or pedestrian hazard or any other condition of any unsightly nature, which may have been discarded abandoned or otherwise disposed of improperly. 4461.59 Load: any material, including but not limited to Solid Commercial Waste, Residential Waste and Program Recyclables, that is collected in Contractor's vehicle or transported from one location to another by Contractor's vehicle. 471.60 Materials Acceptance Protocol (MAP): the documents identifying the Program Recyclables to be collected and transported under this Agreement, as well as standards that govern the Set Out and Collection of Program Recyclables. The MAP is contained in Exhibit VI. 4481.61 Materials Recovery Facility (MRF): a Solid Waste management facility that provides for the extraction from Solid Waste of Recyclable Materials, materials suitable for use as a fuel or soil amendment, or any combination of such materials. 4491.62 Missed Collection: any occasion when the Contractor does not provide Collection Service to a Customer in accordance with the provisions of this Agreement. 401.63 Multi - Family Residence: a group of three for more Dwelling Units within a single building, attached side -by -side or one above another, wherein each Dwelling Unit is maybe individually owned or leased on land which is under common or single ownership. 441.64 Non - Collection Notice: a durable tag or sticker placed on a container or material that has not been Set Out for Collection by a Customer in accordance with the requirements of this Agreement. 4-.621.65 Non - Conforming Material Residential Waste: any non - recyclable material that is Set Out for Collection in a specified container that is not in accordance with the requirements of this Agreement and Ordinances 4-.631.66 Non - Program Recyclables: Recyclable Materials that are not Program Recyclables, but are segregated from other materials in the Waste Stream. 441.67 Ordinance(s): the Code of Laws and Ordinances of Collier County, Florida. 4:51.68 Organic Waste: Garbage other similar putrescible Solid Waste, including source separated food waste and food - soiled paper. Organic Waste does not include Yard Trash. 4461.69 OSHA: the Occupational Safety and Health Act, as amended, and all implementing regulations. 4471.70 Performance Bond: the bond provided by the Contractor to the County to secure the Contractor's performance -under this Agreement. 41.71 Person: any and all persons, natural or artificial, including any individual, firm, partnership, joint venture, or other association, however organized; any municipal or private corporation organized or existing under the laws of the State of Florida or any 7 16C 1 other state; any county or municipality; and any governmental agency of any state or the federal government. 491.72 Premises: Improved Real Property. 4481.73 Private Hauler: any Person engaged in the business of collecting and transporting Commercial Recyclables. 4441.74 Program Recyclables: Recyclable Materials that have been designated by the Board for Collection from Residential and/or Commercial Customers, and are segregated from other materials in the Waste Stream. 4421.75 Radioactive Waste: any equipment or materials that are radioactive or have radioactive contamination, and are required by law to be stored, treated, or disposed of as radioactive waste. 4431.76 Rates: Board - approved amounts to be charged for Residential Curbside Collection Service, Residential Supplemental Collection Service, Commercial Collection Service, and Commercial Supplemental Collection Service. 4441.77 Recovered Material: metal, paper, glass, plastic, textile, or rubber materials that have known recycling potential, can be feasibly recycled, and have been diverted and source separated or have been removed from the Waste Stream for sale, use, or reuse as raw materials, whether or not the materials require subsequent processing or separation from each other, but does not include materials destined for any use that constitutes disposal. Recovered Materials as described above are not Solid Waste. Recovered Material does not include any material or substance that does not fit within one M of the six categories described in this definition (metal, paper, glass, plastic, textile, or rubber). 4451.78 Recovered Materials Processing Facility (RMPF): a facility engaged solely in the storage, processing, resale, or reuse of Recovered Materials. 4461.79 Recyclable Materials: materials which are capable of being recycled and which would otherwise be processed or disposed of as Solid Waste. This term encompasses Program Recyclables and Non - Program Recyclables. 4471.80 Recycling Bin: eighteen (18) gallon green bins, hot - stamped or stenciled with information approved by the Director, and used for the Collection of Program Recyclables from Residential Customers. 4481.81 Recycling Cart: a heavy duty plastic container that is mounted on two wheels, has a yellow lid and complies with the specifications in section 10.3 herein, and is used in the collection Recyclable Materials. 4491.82 Recycling Container: any container approved by the Director for the Collection of Program Recyclables, including but not limited to Recycling Bins, Recycling Carts and Commercial Recycling Containers. 401.83 Recycling Facility: any facility that recycles discarded materials, including, but not limited to any MRF, RMPF, buy -back center, drop -off center (permanent or mobile), and Recyclable Materials processing facility. 41.84 Recycling Program: all aspects of the County's program for the Collection, transportation, processing, marketing and handling of Recyclable Materials, including educational activities, technical projects, compliance monitoring, and enforcement. 16C 1 4-.421.85 Rejects: non - Recyclable Materials, other than Residue, that are collected by the Contractor with Recyclable Materials. 4-.831.86 Residential Curbside Collection Service: the Collection of Residential Waste from Residential Customers. 4-.841.87 Residential Customer: a Person who occupies Residential Real Property located within the Contractor's Service District. Residential Customers include those Customers that occupy a Multi - Family Residence and receive Commercial Collection Service. the collection of residential Waste from Residential Customers that occupy a Multi - Family Residence and who do not receive Residential Curbside Collection Service. 1.841.85 1.89 Residential Program Recyclables: Program Recyclables generated by Residential Customers. 1.851.86 1.90 Residential Real Property: Improved Real Property located in Service Area DiGtFiGt and used for residential purposes including, but not limited to: single family residences; duplex apartments; apartment buildings; recreational vehicle lots contained within mobile home parks; recreational vehicles; mobile homes; condominium units; cooperatives established pursuant to Chapter 719, Florida Statutes; time -share apartments; leased residential Premises of the classes described above, whether occupied or not; and Premises occupied as a residence located in or upon commercially zoned real property; provided, however, that where property is used exclusively as a recreational vehicle park, as defined in Section 513.01(10), Florida Statutes, such property shall be deemed Commercial Real Property. 1.861.87 1.91 Residential Supplemental Collection Services: any service provided to a residential customer by the Contractor that is not included in the Residential Curbside Collection Service funded by the County's Special Assessment and provided to all Residential Customers pursuant to Section 7.1 of this Agreement. 1.871.88 1.92 Residential Waste: Garbage, Rubbish, Yard Trash, Program Recyclables, Bulk Waste, and White Goods generated by a Residential Customer upon the Customer's Residential Real Property. 1.881.89 1.93 Residential Yard Trash: Yard Trash that is generated upon a Residential Customer's Residential Real Property. Yard Trash collected by a Commercial Lawn Care Service is not Residential Yard Trash. 1.891.9 8 1.94 Residue: the portion of the Recyclable Materials accepted at a Recycling Facility that is not converted to Recovered Materials due to spoilage, breakage, contamination, or transportation or processing inefficiencies. Residue does not include Rejects. 1.901.91 1.95 Roll Cart: a heavy -duty plastic container that is mounted on two wheels, complies with the specifications in section 10.3 herein, and is used for the collection of garbage and rubbish. 1.92 1.96 Rubbish: waste materials, other than Garbage, resulting from the normal housekeeping activities of a Residential Real Property and Commercial Real Property. Rubbish includes but is not limited to discarded trash, paper, plastic, bottles, cans and similar materials. 1.921.93 1.97 Service Area: the combined areas of Service Districts I and 11. 4 16C I 1.931.94 1.98 Service District I: the unincorporated area of the County to be served by the Contractor pursuant to this Agreement, Service District I encompasses the area that is described in Exhibit III (A) and depicted in Exhibit IV. 1.941.96 1.99 Service District II: the unincorporated area of the County that will receive Solid Waste Collection Service from a Person other than the Contractor. Service District II is described in Exhibit III_(B) and depicted in Exhibit IV. 1.961.96 1.100 Set Out: the proper preparation and placement of Solid Waste and Program Recyclables for Collection at a Customer's Premises, in accordance with the requirements in this Agreement and the County's Ordinances. 4:961:97 1.101 Sludge: the accumulated solids, residues, and precipitates generated as a result of waste treatment or processing, including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar waste disposal appurtenances. 1.971 -99 1.102 Solid Waste: Sludge unregulated under the federal Clean Water Act or Clean Air Act, Sludge from a waste treatment works, water supply treatment plant, or air pollution control facility, or Garbage, Rubbish, refuse, Special Waste, or other discarded material, including solid, liquid, semi - solid, or contained gaseous material resulting from domestic, industrial, commercial, mining, agricultural or governmental operations. Solid Waste includes but is not limited to Biological Waste, Biomedical Waste, Bulk Waste, C &D Debris, Commercial Waste, Disaster Debris, Electronic Equipment, Garbage, Hazardous Waste, Land Clearing Debris, Organic Waste, Radioactive Waste, Recyclable Materials (until they are recycled), Rejects, Residential Waste, Residue, Rubbish, Special Waste, Tires, White Goods and Yard Trash. 1.991.99 1.103 Special Assessment: the non -ad valorem assessment that is levied upon certain real property in unincorporated Collier County and used to provide funding for the County's Solid Waste management program. 1.991.1001.104 Special Waste: Solid Waste that can require special handling and management, including, but not limited to, White Goods, Tires, used oil, lead -acid batteries, Construction and Demolition Debris, ash residue, Yard Trash, Biological Waste, Hazardous Waste, and Biomedical Waste. 11.11AA4 1.105 Supplemental Collection Service: Residential Supplemental Collection Service and Commercial Supplemental Collection Service. 1'.11^ -;0= 1.106 Tipping Fee: the fee charged for the disposal or processing of Solid Waste or Recyclable Materials at a Designated Site. 1.1 A21:183 1.107 Tires: discarded automotive tires, including rims, but excluding tires that exceed 2.533 inches in diameter. 1.1831 04 1.108 Transition Period: the period of time between the Effective Date and the Commencement Date. 1.1841.186 1.109 Transition Plan: a document describing in detail the activities that will be undertaken and the schedule that will be followed to successfully implement the Contractor's Collection Service under this Agreement on the Commencement Date. 10 16C 1 1.1061.106 1.110 Unintentional Damage: damage caused to containers by an act unlikely, in normal circumstances, to result in said damage. Unintentional Damage includes but is not limited to cases where the wheels of a container fall off or break when the container is handled in the same manner as other containers of the same type. 1.1061.10 1.111 Waste Stream: Garbage, Rubbish, Recyclable Materials, Yard Trash, Construction and Demolition Debris, and other types of Solid Waste. 1.1071.196 1.112 White Goods: large discarded appliances, including but not limited to, refrigerators, ranges, washing machines, clothes dryers, water heaters, freezers, microwave ovens, and air conditioners. !1009 1.113 Yard Trash: vegetative matter resulting from landscaping maintenance, including, but not limited to shrub and tree trimmings, grass clippings, palm fronds, branches and stumps- (less than 50 pounds, be no longer than four (4) feet in length and have no branches larger than four (4) inches in diameter, bound with twine). However, such items shall not be considered Yard Trash if they are collected by a Commercial Lawn Care Service. 2 Exclusive Franchise and Term 2.1 Exclusive Franchise Granted Subject to the conditions and limitations contained in this Agreement, the Contractor is hereby granted an exclusive franchise to provide Residential Curbside Collection Service and Commercial Collection Service within Service District 411. No other services shall be exclusive to the Contractor under this Agreement. Among other things, the Contractor's franchise does not include Collection of the Exempt Materials identified in Section 5.18 of this Agreement. 2.2 Term of Franchise Agreement This Agreement shall take effect and be binding upon the parties from the Effective Date until terminated. The Contractor's Collection Service under this Agreement shall commence on October 1, 2005, which is the Commencement Date. The term of this Agreement shall be eight (8) years, beginning on the Commencement Date and ending at 11:59 pm on September 30, 2013, unless this Agreement is terminated earlier or extended. 2.3 Renewal Option This Agreement may be renewed by the Csontractor for two (2) additional terms of seven (7) years each, unless the Csontractor gives written notice to the County Mmanager that the Csontractor is not willing to renew this agreement and such notice is delivered at least two (2) years before the expiration of the then current term of this agreement. 2.4 Termination of Collection Service under Existing Agreement The Contractor currently provides services to the County pursuant to a Solid Waste Collection Service Agreement ( "Existing Agreement ") dated June 12, 1990, as amended. The Existing Agreement provides that it shall terminate on September 30, 2006. Notwithstanding the provisions in the Existing Agreement, the Contractor and County agree that the Contractor's obligation to provide Collection Service under the Existing Agreement shall terminate on October 1, 2005. Thereafter, the Contractor 11 16C 1 shall provide Collection Service in accordance with the terms and conditions contained in this Agreement. 3 Agreement Documents 3.1 Agreement Documents The Agreement documents, which comprise the entire Agreement between the County and Contractor, shall be attached to this Agreement and made a part hereof. On the Effective Date, the Agreement documents shall consist of the following: • This Agreement • The Exhibits to this Agreement: Exhibit I through Exhibit VIII Thereafter, the Agreement shall be supplemented with the following: • The Performance Bond and Insurance Certificates • Any amendments to this Agreement that are approved by the Board and Contractor There are no Agreement documents other than those listed above. 3.2 Conflicts Between Agreement Documents In the event of a conflict between this Agreement and the provisions of any exhibit, the provision of this Agreement shall control. 4 Service District During the term of this Agreement, the Contractor shall provide Collection Service to all Customers within Service District +III. The legal descriptions of Service Districts I and II are provided in Exhibits III_(A) and III_(B), respectively. A map of the Service, Districts is provided in Exhibit IV. 5 General Provisions 5.1 County Vision, Mission, and Value Statements Contractor agrees to uphold and promote the Vision, Mission, and Value Statements of Collier County, which are contained in Exhibit VIII. 5.2 General Description of Collection Services 5.2.1 Except as otherwise provided herein, Contractor shall provide Collection Service for all of the Residential Waste and Commercial Waste generated by each Customer in Service District II. 5.2.2 Except as otherwise provided herein, all Improved Real Property within Service District II shall receive either Residential Curbside Collection Service or Commercial Collection Service. 5.2.3 Contractor shall deliver all of the Residential Waste and Commercial Waste collected pursuant to this Agreement to the Designated Sites, in compliance with the requirements of this Agreement and the Ordinance. 12 5.3 Transition Prior to Commencement Date 16 P I LR j Contractor is responsible for ensuring a smooth transition in the Collection Service provided to Residential Customers and Commercial Customers on the Commencement Date. No later than March 15, 2005 Contractor shall submit to the Director a Transition Plan that contains a detailed description of how the Contractor will plan and prepare for the provision of Collection Service under this Agreement. The Transition Plan is subject to the approval of the Director. At a minimum, Contractor must address the following specific performance requirements in the Transition Plan and accomplish them according to the following deadlines: By April 1, 2005 Contractor and County shall hold the first Transition Planning Meeting. By May 1, 2005 Contractor shall provide to the Director a Collection Plan, which shall be subject to the approval of the Director. By June 15, 2005 Contractor shall provide the Director with a revised Collection Plan, if necessary. By July 1, 2005 Contractor shall submit to the Director documentation demonstrating that all necessary vehicles, equipment, recycling carts, and containers have been ordered and will be delivered to Contractor's equipment yard no later than August 1, 2005. By July 15, 2005 Contractor and County shall hold the second Transition Planning Meeting. By August 1, 2005 Contractor shall provide the Director with a Contingency Plan. By September 1, Contractor shall provide to the Director a written safety plan 2005 covering all aspects of Contractor's operations under this Agreement. By September 10, Contractor shall confirm in writing to the Director that all of 2005 the vehicles recycling carts, and containers necessary to provide Collection Service have been delivered to Contractor's equipment yard. By September 15, Contractor shall confirm in writing to the Director that all of 2005 the vehicles necessary to provide Collection Service have been registered, licensed, and tagged, and otherwise are ready to perform in compliance with the requirements of this Agreement. By September 15, Contractor shall provide the Director with a vehicle and 2005 equipment list, which shall identify the make, type, year, license number, and identification number for each vehicle. 13 16C 1 At least 2 weeks prior Contractor shall deliver County- approved brochures or to Commencement other informational materials to Residential and Date Commercial Customers, informing them about the Contractor's Collection Service and collection schedules. The Transition Plan also must describe how the Contractor will distribute new Recycling Carts to Residential Customers on or before the Commencement Date, in compliance with the requirements contained in Section 10, below. 5.4 Transition Prior to Expiration of this Agreement 5.4.1 Should the County choose not to exercise the renewal options of this Agreement or should no renewal options remain, the County anticipates awarding a new agreement at least six (6) months prior to the expiration of this Agreement. In the event a new agreement has not been awarded within such time frame, Contractor shall provide Collection Service to the County for an additional ninety (90) days after the expiration of this Agreement, at the then established Rates, if the County requests said service. 5.4.2 Contractor shall allow the County's newly selected franchise hauler(s) to purchase, or rent for up to ninety (90) days, Contractor's Commercial Containers. The purchase price and/or rental fee shall be negotiated. 5.4.3 Prior to the expiration of this Agreement, Contractor shall work with the County and the newly selected franchise hauler(s) to ensure a smooth transition period with no interruption or reduction of service. The Contractor shall comply with the following performance requirements and deadlines: 180 days prior to Provide to the Director and the selected franchisee a Commercial expiration of Container inventory, in a format acceptable to the County that Agreement includes each container's location (street address), capacity, identification number, collection frequency, Customer name, Customer contact information, and whether the container is owned by the Customer or the Contractor. Thereafter, the Contractor shall not replace or exchange any Contractor -owned containers listed in the Commercial Container inventory, without the Director's approval. 150 days prior to Attend a coordination meeting with the selected franchisee and expiration of the County. At the coordination meeting, the Contractor shall Agreement provide a list of Contractor -owned containers that may be purchased by the selected franchisee. 120 days prior to Work with the selected franchisee(s) to develop a mutually expiration of agreeable schedule for removal of Contractor -owned Commercial Agreement Containers and placement of the selected franchisee's containers. The schedule shall ensure no interruption in Collection Service. 30 days prior to Implement the schedule in cooperation with the selected expiration of franchisee. Agreement 14 16C 1 5.4.4 Prior to the expiration of this Agreement, the County may purchase the Roll Carts, Recycling Bins, Recycling Carts, Commercial Containers and /or Commercial Recycling Containers provided by the Contractor under this Agreement. The County shall pay the Fair Market Value for any containers that the County wishes to purchase from the Contractor. 5.5 Hours and Days of Collection Service 5.5.1 Contractor shall not provide Residential Curbside Collection Service prior to 6:00 a.m. or after 6:00 p.m., unless otherwise authorized by the Director. 5.5.2 Contractor shall not provide Commercial Collection Service for Commercial Customers located within two hundred (200) feet of Residential Real Property, prior to 6:00 a.m. or after 6:00 p.m., unless otherwise authorized by the Director. Contractor may provide Commercial Service at other Commercial locations at—no earlier than 5:00 a.m.any- reams ^a "' .e, subject to the Director's approval. 5.5.3 Collection Service shall be provided by the Contractor on Monday through Saturday, except Holidays, or as otherwise authorized by the Director. 5.5.4 Contractor shall not be required to provide Collection Service on days that the Designated Site is closed. 5.6 Routes and Schedules Contractor shall establish Collection routes and schedules that satisfy the Collection Service requirements of this Agreement and maximize the efficiency of the Contractor's operation. Contractor shall submit its proposed Collection routes and schedules to the Director as part of the Contractor's Collection Plan. To the extent practicable, Contractor shall ensure that the Collection Plan minimizes the changes to existing Collection routes. Contractor's proposed Collection routes and schedules shall be subject to the Director's approval. Contractor shall provide Collection Service in accordance with the approved routes and schedules in the Collection Plan. 5.7 Changes to Routes and Schedules 5.7.1 After the Commencement Date, Contractor shall not change a Collection route, a Collection schedule, or the method of providing Collection Service until the Contractor receives the Director's approval. Contractor shall submit to the Director a description of all proposed route, schedule, and operational changes at least thirty (30) days prior to implementation of such changes, unless an alternate notification deadline is approved by the Director. 5.7.2 Contractor shall notify all affected Customers in writing regarding any approved changes in the Contractor's schedule or method of providing Collection Service. The notice shall be delivered at least two (2) weeks prior to such change, unless a different schedule is authorized herein or by the Director. 5.7.3 Contractor shall inform the Director of any event that will cause delays in the daily Collection schedule (e.g., disabled trucks, accidents, or shortage of staff) within two (2) hours of the event. 15 16C I 5.8 Addition of New Customers to Customer List 5.8.1 At least thirty (30) Days before the Commencement Date, the Contractor shall obtain and review the County's Customer List and verify that the Customer List is accurate and complete. The Customer List shall be prepared by the County, based on the list that is used by the County for the collection of the County's Special Assessment. The Contractor shall work with the County to ensure that the Customer List is accurate at all times. The parties shall promptly notify each other of any Customers that should be added to or deleted from the Customer List. 5.8.2 The County shall revise its Customer List and shall notify the Contractor promptly after a new Certificate of Occupancy is issued by the County for improved Real Property in Service District II. Contractor shall provide Collection Service to each new Residential Customer when the Customer places its Solid Residential Waste at Curbside. 5.8.3 The Contractor shall terminate its Residential Curbside Collection Service within five (5) Days after the Director provides the Contractor with the name and address of a Customer who has been deleted from the Customer List. 5.8.4 Contractor shall provide Collection Service to Customers located in areas that are added to the Contractor's Service District during the term of this Agreement. 5.9 Holidays 5.9.1 Contractor shall not be required to provide Collection Service on Holidays. 5.9.2 When the scheduled Day for Collection Service for a Commercial Customer is a Holiday, the Contractor shall provide Collection Service to the Commercial Customer on the Day before the Holiday, if such service is requested by the Commercial Customer, or the Contractor shall provide Collection Service to the Commercial Customer on the next Day following the Holiday. 5.10 General Collection Procedures 5.10.1 Contractor shall thoroughly empty Collection Containers and return them in an upright position to the location where they were placed by the Customer. 5.10.2 Contractor shall handle Collection Containers carefully and in a manner to prevent damage. 5.10.3 Contractor shall provide Collection Service with as little noise and disturbance as possible 5.11 Mixing Loads of Materials 5.11.1 Contractor shall not combine Loads of Solid Waste or other materials collected pursuant to this Agreement with Loads of Solid Waste or other materials collected outside of the Contractor's Service District, without the prior written approval of the Director. 5.11.2 During the Collection process, each one of the following materials shall be handled separately by the Contractor, and shall not be combined with any other type of material, without the Director's prior approval: Yard Trash; Program Recyclables; Bulk Waste; White Goods; Electronic Equipment; 16 Tires; acid lead batteries: or any other materials that are to be handled separately under this Agreement. 5.11.3 Contractor shall not combine Program Recyclables with any other material. 5.11.4 Contractor shall not combine Residential Waste with Commercial Waste, or Residential Program Recyclables with Commercial Recyclables, without the Director's prior written approval. At the sole discretion of the County, combining such materials may be considered in instances where this practice will result in savings to the Customer or County. In such cases, the Contractor shall file a petition with the Director, describing the specific procedures that will be established to properly account for the mixed materials. Unless the Director approves an alternate procedure, the Contractor shall pay the Tipping Fee for Residential Waste when Commercial Waste is mixed with Residential Waste, and the Contractor shall pay the Tipping Fee for Commercial Waste when Residential Waste is mixed with Commercial Waste. 5.12 Non - Collection Procedures 5.12.1 Contractor is not required to collect SGIid – Commercial Waste and Residential Waste, Program Recyclables, or other materials that have not been Set Out for Collection by a Customer in accordance with Section 6 and the other provisions of this Agreement. If such materials are not collected, Contractor shall immediately place a Non - Collection Notice on the container or Non - Conforming Materials. If the Contractor does not place a Non - Collection Notice on the container or material, the Director may require the Contractor to return promptly and collect the materials. If the Director notifies the Contractor before 12 p.m. (noon), the collection shall be completed before the end of the Day. If the Director notifies the Contractor after noon, the Collection shall be completed before noon on the next Day. 5.12.2 Contractor is responsible for visually inspecting each Customer's Recycling Containers or Recycling Carts to determine whether they contain Non - Conforming Materials, Non - Program Recyclables, and/or excessively contaminated Recyclable Materials. — Contractor shall leave Non - Conforming Material, Non - Program Recyclables, and excessively contaminated recyclables in the Recycling Container or Recycling Cart, and shall immediately place a Non - Collection Notice on the Container /Cart explaining why the material was rejected. 5.12.3 In the event that a Commercial Container, Curbside Container, or Commercial Recycling Container /Recycling Cart is overfilled and cannot be safely dumped, the Contractor shall immediately place a Non - Collection Notice on the container. If Commercial Customer, Contractor shall notify the Customer, and reschedule service. Rescheduling shall be considered a Supplemental Collection Service, which can be arranged between the Contractor and the Customer for an additional fee. The fee is set forth in the Exhibit I_(B). 5.12.4 Contractor shall refuse to collect Solid Waste from a Customer if the Contractor believes that the Solid Waste contains Hazardous, Radioactive, or Biomedical Waste. If the Contractor believes a Customer is depositing 17 1 16c 1 such waste for Collection, the Contractor shall place a Non - Collection Notice on the container, take photo graphics of the improper waste (if possible), and immediately notify the Director. If the generator of such waste is unknown, the Contractor shall work with the Director to identify the generator of such waste. 5.12.5 If a Commercial Container or Commercial Recycling Container is temporarily inaccessible or blocked, the Contractor shall promptly (I.E., within two hours) notify the customer by telephone concerning the Contractors inability to provide Collection Service. The Contractor shall offer to provide Collection Service later in the same Day, whenever feasible. The Contractor also shall notify the Director by telephone or by electronic mail, before the end of the Day. The Contractor shall provide service on the Customer's next regular Collection Day, unless a special Collection is arranged for an earlier time. Special Collection times can be arranged with the Contractor for an additional fee, which is set forth in Exhibit I_(B). 5.12.6 The design and content of the Non - Collection Notice(s) used by the Contractor shall be subject to the approval of the Director. At a minimum, Non - Collection Notices shall provide the following information: The Contractor's reason for not providing Collection Service; information that will allow the Customer to correct the problem; and a County telephone number for any further questions. 5.13 Missed Collection Procedures Upon notification by the Director of a Legitimate Complaint regarding a Missed Collection, the Contractor shall pFemptly return to the Customer's premises and collect all properly prepared Sel+d- Residential and Commercial Waste and Program Recyclables. If the Director notifies the Contractor before 12 p.m. (noon), the Collection shall be completed before the end of the Day. IF the Director notifies the Contractor after noon, the Collection shall be completed before noon on the next Day. 5.14 Protection of Private and Public Property 5.14.1 Contractor's employees shall not trespass on private property for any reason (e.g., to access an adjacent property), unless the resident or owner of said property has given permission. 5.14.2 Contractor's employees shall take care to prevent damage to public and private roadways and property, including flowers, shrubs, aR -other plantings and cul de sacs, if damage is sustained, once the Contractor is notified, the Contractor shall notify the Director within six (6) hours by phone and e- mail.. 5.14.3 Contractor shall be responsible for all costs associated with the repair or replacement of property that has been damaged by the Contractor's equipment, employees or agents. Repairs for damages to private driveways that have not been authorized in writing by the Director, and have not been reinforced by the County will be the responsibility of the Contractor. The Contractor shall pmmptly investigate and respond to any claim concerning property damage. If the Director notifies the Contractor before 12 p.m. (noon) on a Service Day concerning any such damage the Contractor shall ? �1 investigate and respond to the Director before the end of #that— D-day. If the Director notifies the Contractor after noon, the Contractor shall investigate and respond to the Director before noon on the next Service Day. Contractor shall promptly repair any damage, at its sole expense, within three (3) days unless the Contractor requests and the Director grants approval of an extension of time. The County's approval shall not be unreasonably withheld. Any disputes concerning the Contractor's obligations for the repair of damages shall be resolved by the Director. 5.15 Access to Streets and Collection Containers 5.15.1 Contractor's vehicles shall not unreasonably interfere with vehicular or pedestrian traffic. Contractor's vehicles shall not be left standing on streets and alleys unattended. 5.15.2 If the Contractor cannot provide Collection Service to a Customer because a public or private street is temporarily closed to vehicular traffic, Contractor shall notify the Director within two (2) hours and shall return within twenty - four (24) hours to service Customers located on the street. If at that time the street is still temporarily closed, Contractor shall provide Collection Service to the Customer(s) on the next regularly scheduled Collection Day. 5.15.3 The County reserves the right to deny the Contractor's vehicles access to certain streets, alleys and roadways where the County determines it is in the public's best interest. The County shall provide the Contractor with reasonable notice of such access denial so that the County's action does not interfere unduly with the Contractor's normal operation. 5.15.4 The Contractor shall use suitable vehicles and equipment, as necessary, to provide Collection Service on dead -end streets. The Contractor's vehicles shall not enter or drive upon any private driveways or Premises, to turn around or for any other purpose and Contractor shall repair any damage it causes to such areas, pursuant to Section 5.14.3 above. However, if the use of a private driveway is authorized in writing by the Director, and has been reinforced by the County as a designated driveway, the County shall be responsible for the repair of such driveway, provided that Contractor uses the driveway in compliance with any conditions and limitations contained in the Director's authorization. 5.15.5 If access to a street, alley, or public or private way becomes impassable or if access is denied, Contractor shall work with the County and the Customer to determine a mutually acceptable location for the Collection of Residential Waste or Commercial Waste. If a mutual agreement cannot be reached, Collection shall be from the nearest public way that is accessible by the Collection vehicle, or other location specified by the Director. 5.15.6 If the Contractor encounters Customers or situations that prevent or hinder the Contractor from gaining access needed to provide the Collection Service required in this Agreement, the Contractor shall report such cases to the Director. 5.16 Designated Sites 5.16.1 Contractor shall deliver all of the Solid Waste collected under this Agreement to the Designated Site, unless the Director approves the use of 19 16C 1 a different Solid Waste management facility. The Designated Site for Solid Waste is the Immokalee Landfill. 5.16.2 Contractor shall abide by any applicable requirements concerning the delivery of materials to the Designated Site(s). 5.16.3 Unless instructed otherwise by the Director, the Contractor shall segregate and separately dispose of Garbage, Rubbish, White Goods, Tires, lead -acid batteries, Bulk Waste, and Yard Trash at designated areas of the Immokalee Landfill. The Contractor shall not pay a Tipping Fee for the disposal of these materials at the Immokalee Landfill if such materials were collected from the Contractor's Residential Customers under this Agreement. 5.16.4 The Contractor may deliver materials to the Immokalee Landfill during the following hours of operation: Designated Disposal Site: Hours of Delivery: Immokalee Landfill X90 7:30 a.m. to 5:-90 4:00 p.m., Monday through Saturday 5.16.5 Program Recyclables, Recovered Materials, and Electronic Equipment collected under this Agreement shall be delivered by the Contractor to the Designated Sites for such materials. The Designated Sites for Program Recyclables, Recovered Materials, and Electronic Equipment shall include all properly licensed Recycling Facilities, subject to the Director's approval. 5.17 Spillage and Litter 5.17.1 Contractor shall not cause or allow any mid - Commercial Waste and Residential Waste or other material to be spilled, released, or otherwise dispersed in the County as a result of the Contractor's activities under this Agreement. When hauling or transporting any material over any Collier County road ways +n- the - County, the Contractor shall use a covered or enclosed vehicle or other device that prevents the material from falling, blowing, or otherwise escaping from the vehicle. 5.17.2 If Solid Waste, Recyclable Materials, or any other material escapes from or is scattered by Contractor's vehicle for any reason, Contractor shall immediately pick up such material. 5.17.3 Contractor shall immediately pick up any spillage from Collection Containers caused by the Contractor. Overloaded Containers shall not be considered spillage by the Contractor. is 16Z' 1 5.17.4 The Contractor shall clean up any oil or hydraulic fluid that leaks or spills from Contractor's vehicles. If the Director notifies the Contractor before 12 p.m. (noon) on a Service Day concerning any leaks or spills, the Contractor shall complete its clean -up activities before the end of the Day. If the Director notifies the Contractor after 12 p.m. (noon), the Contractor shall complete its clean -up before 12 p.m. (noonj on the next Service Day. The Contractor also shall repair any associated damage, pursuant to Section 5.14.3, above. 5.18 Exempt Materials The following types of Exempt Materials are not subject to the Contractor's exclusive franchise under this Agreement. These Exempt Materials may be collected and taken to a licensed disposal site or Recycling Facility by the owner or occupant of the Premises, or their agent, at the owner's or occupant's expense. 5.18.1 Land Clearing Debris. 5.18.2 Construction and Demolition Debris. 5.18.3 Trash and debris associated with farming operations. 5.18.4 Extraordinary, Hazardous, Biomedical, and Radioactive Waste. 5.18.5 Wrecked, scrapped, ruined or dismantled motor vehicles, or motor vehicle parts, including used oil, tires, and batteries 5.18.6 Recyclable Materials generated by a Commercial Customer, provided the materials are subjected to a recycling process, and the Commercial Customer reports to the Director, upon request, about the disposition of the Recyclable Materials and Customer has maintained a Self Hauling Certificate 5.18.7 Non - Program Recyclables generated and separated from the Waste Stream by Residential Customers. 5.18.8 Solid Waste and by- products resulting from an industrial process. 5.18.9 Sludge. 5.18.10 Liquid, semisolid, or contained gaseous material resulting from domestic, industrial, commercial, mining, agricultural, or governmental operations. 5.18.11 Commercial Organics. 5.18.12 Yard Trash generated on Commercial Real Property. 5.18.13 Materials and wastes similar to those listed above, when designated by the Director. 5.18.14 If the Contractor declines to collect Bulk Waste or White Goods from a Commercial Customer, then the Bulk Waste or White Goods shall be deemed an Exempt Material with regard to that Commercial Customer. 21 16C 3. 5.19 Safety Program 5.19.1 The Contractor shall develop, implement and maintain a written safety plan for all of its operations under this Agreement, as required by OSHA and other Applicable Laws. A written copy and an electronic copy of the safety plan shall be provided to the Director. The Contractor shall comply with its safety plan at all times. 5.19.2 The Contractor shall appoint an employee who is qualified and authorized, as defined by OSHA, to supervise and enforce safety compliance. 5.19.3 The Contractor shall provide routine safety training to its employees, in compliance with OSHA and all Applicable Laws. Refresher courses and supplemental training shall be provided as necessary. Documentation of the Contractor's training programs, and successful training of each employee, shall be maintained on file and shall be provided to the Director upon request. 5.19.4 The Contractor shall follow all OSHA regulations and Applicable Laws with regard to personal protective equipment. The Contractor's employees shall be instructed to drive in a defensive manner. 5.19.5 A written procedure shall be established by the Contractor for the immediate removal to a hospital or a doctor's care of any employee or other Person that is injured and requires GaFe fFem the GentraGtGF. 5.20 Collection PI 5.20.1 The Contractor shall prepare a Collection Plan that describes in detail how the Contractor will provide Collection Services in compliance with the requirements in this Agreement. At a minimum, the Collection Plan shall identify and describe the vehicles, equipment, routes, and schedules the Contractor will use. The Collection Plan shall include a legible map for each Collection route, identifying the Day(s) when Collection Service will be provided, the starting and ending points for Collection Service, and the type of Collection Service that will be provided on each Collection Day. 5.20.2 The Collection Plan shall describe the Contractor's plan for recycling the Recyclable Materials collected under this Agreement. At a minimum, the Collection Plan shall identify the number and types of vehicles that will be used to collect Recyclable Materials, and the Recycling Facility that will receive the Recyclable Materials. 5.20.3 The Collection Plan shall include the Manufacturer's specification sheets for the Contractor's Recycling Carts, Roll Carts, and Commercial Containers, as provided in Section 10.3.4 herein. 5.20.4 An updated Collection Plan shall be submitted to the Director within two (2) Days whenever the Contractor changes the Collection Plan. 5.20.5 The Collection Plan, and any revisions to the plan, are subject to the Director's approval. 5.21 Ownership of Solid Waste and Program Recyclables From the time that Solid - Commercial Waste and Residential Waste and Program Recyclables are placed at the Curbside or other authorized location for Collection, such materials shall be the sole property of the County. Except where specifically 22 16uf'� 1 approved in this Agreement, neither the Contractor nor its employee(s) shall have the right to take, keep, process, alter, remove or otherwise sell or dispose of any of the Solid Commercial and Residential Waste or Program Recyclables collected pursuant to this Agreement, without the prior written approval of the Director. . 5.22 Compaction of Program Recyclables Contractor may compact Program Recyclables while on board the Contractor's vehicle, provided that the compaction process and the density of the load does not adversely affect the marketability of the Program Recyclables. The density shall be computed by dividing the weight of the Programs Recyclables in the load by the capacity (measured in cubic yards) of the compartment holding the Program Recyclables on the Contractor's Vehicle. If the compaction process or density affects the marketability of the Recyclables Materials, the allowable density may be changed by the Director. Further, the allowable density may be changed by the Director if the County requires the Contractor to deliver the Program Recyclables to a Recycling Facility in Collier Countyy pursuant to Section 18.2 herein. 5.23 Sale of Program Recyclables At its cost, the Contractor shall market and sell all of the Residential Program Recyclables and Commercial Recyclables collected by the Contractor pursuant to this Agreement. The Contractor shall be entitled to keep all of the revenues from the sale of these Recyclable Materials, and shall pay for the disposal of all unmarketable materials. The Contractor shall provide the Director with accurate, detailed reports concerning the revenues derived from the sale of Recyclable Materials collected in the County. The report shall separately identify the revenues derived from the sale of each one of the Program Recyclables. The report shall clearly explain how the Contractor estimated the weight and value of the Recyclable Materials in those cases where estimates were used. The reports shall be submitted monthly and annually with the other information required pursuant to Sections 16.2 and 16.3 of this agreement. 5.24 Disposal of Recyclable Materials 5.24.1 Except as expressly authorized herein, the Contractor shall not dispose of any Program Recyclables that have been collected in the County. Such materials shall be sold or otherwise used for a beneficial purpose. 5.24.2 Rejects and Residue shall be beneficially reused or delivered to a Solid Waste management facility for disposal. 5.24.3 The Contractor may file a written petition for relief with the Board if the Contractor determines that the net cost of marketing one Mor more of the County's Program Recyclables exceeds the net revenues derived from the sale of all of the Program Recyclables. The Contractor's petition shall contain a detailed accounting of the Contractor's costs and revenues for the marketing and sale of Program Recyclables. The petition shall demonstrate that no commercially viable markets have been available to the Contractor for at least ninety (90) calendar days and none are expected to arise within the next ninety (90) calendar days. When evaluating the Contractor's costs, the County shall not consider the costs associated with the Collection, transportation, storage, and preparation of the Recyclable Materials. If the Board determines that relief is appropriate, the Board may: (a) delete one or more Recyclable Materials from the list of Program Recyclables; (b) 23 16C 1 reimburse the Contractor for those marketing costs incurred by the Contractor in excess of the revenues generated from the sale of the Program Recyclables; (c) allow the Contractor to dispose of the unmarketable materials at the Immokalee Landfill, without paying the Tipping Fee; or (d) such other relief as the Board deems appropriate. 5.24.4 If the Contractor files a petition with the Board, the County Manager shall review the petition within ten (10) Days and, if the petition appears to be meritorious, the County Manager shall allow the Contractor to take the County's unmarketable Program Recyclables to the Immokalee Landfill for disposal until the Board makes a final determination concerning the Contractor's petition. In such cases, the Contractor shall not pay a Tipping Fee at the Immokalee Landfill for the disposal of the unmarketable materials. 6 Set Out Procedures 6.1 Residential Customers 6.1.1 Except as otherwise provided herein, Residential Customers shall use Curbside Containers for the Collection of Garbage, Rubbish, and Yard Trash, and shall use Recycling Carts for the Collection of Program Recyclables. All Garbage and Rubbish shall be bagged. Residential Customers may use heavy -duty plastic bags for excess Garbage or Rubbish. 6.1.2 Roll Carts shall be used by Residential Customers for Garbage or Rubbish, but not Yard Trash. Other types of Curbside Containers, except plastic bags, shall be used for Yard Trash. Such Containers are subject to the Director's approval, and shall: (a) be constructed so as to prevent intrusion by water and animals, ; (b) have a cover that is free from sharp edges; and (c) not have inside structures that prevent the free discharge of the container's contents. Paper sacks may be used for Yard Trash. Such containers shall not exceed thirty -two (32) gallons in capacity or fifty (50) pounds in weight when filled. 6.1.3 Residential Program Recyclables shall be Set Out for Collection in Recycling Carts. Cardboard placed in Recycling Carts shall be flattened and, if necessary, cut to a maximum size of 3 ft. x 3 ft. Cardboard may also be stacked and placed outside the Recycling Carts. 6.1.4 Discarded materials from small household repairs, renovations or projects shall be placed in a Roll Cart . 6.1.5 Curbside Containers, Roll Carts, Recycling Carts, and any non - containerized waste appropriate for Curbside Collection shall be placed at the Curbside frier after 6:00 p.m. the day before the scheduled collection day and removed from curbside by #G- 6:00 a.m. the day after on —the scheduled Collection Day. These containers and materials shall be placed at least #ow-three44 -}-(3) feet from mailboxes or other obstacles. 6.1.6 A Residential Customer shall not Set a -Out for Collection more than four (4) Tires and two (2) lead acid batteries per month. 24 16C 6.1.7 A Residential Customer shall contact the Director when the Customer wishes to receive Curbside Collection of Bulk Waste, White Goods, Electronic Equipment, Tires, or lead acid batteries. 6.2 Commercial Customers 6.2.1 Commercial Customers shall use Commercial Containers and /or Roll Carts for the Collection of Commercial Waste. The Director may authorize the use of Curbside Containers by Commercial Customers where efficiency or other circumstances justify. 6.2.2 Commercial Customers shall place all Commercial Waste and Recyclable Materials in a Collection Container. 6.3 Residential and Commercial Customers 6.3.1 Garbage, Organic Waste, and similar putrescible waste shall not be collected, stored, or Set Out in an open, uncovered Collection Container. 6.3.2 SoW Commercial Waste and Residential Waste and Yard Trash shall not be placed in the same Collection Container. 6.3.3 Yard Trash placed in Curbside Containers or paper sacks, shall be less than four (4) inches in diameter and not exceed four (4) feet in length or fifty (50) pounds in weight, and shall not extend more than twelve (12) inches over the top of the Curbside Container. Yard Trash shall not be Set Out for Collection in plastic bags. 6.3.4 Customers shall not overfill Roll Carts, Recycling Carts, or Commercial Containers such that lids cannot be securely closed. 6.3.5 Yard Trash that is not containerized shall be bundled and securely tied with a serf -twine or other material strong enough to support the weight of the bundle. Non - containerized Yard Trash shall not exceed fifty (50) pounds in weight. Non - containerized Yard Trash shall not exceed four (4) feet in length or four (4) inches in diameter. The foregoing restrictions also shall apply to other types of non - containerized Selid - Special Waste, eV�Bulk Waste and Extraordinary Waste. 6.3.6 All Collection Containers shall be placed in locations that allow easy access and convenient use by Customers, and are readily accessible to the Contractor's vehicles. 6.3.7 Commercial Containers shall be placed on a paved level surface. All approaches to Commercial Containers shall be capable of supporting the weight of the Collection vehicle. 6.3.8 In the event the Customer and Contractor cannot agree upon an appropriate location for a Collection Container, the Director shall mediate nn the dispute and designate the point of Collection. 66.3.9 WheR ReGe aFy 4) narnr out the p Frew anal intent of this Agreement, 4hc Direstsr may authorize the nlanement of o Collection GGRtainer off the 25 16C 1 7 Residential Collection Service 7.1 Basic Collection Service and Collection Frequency 7.1.1 The Contractor shall provide the following Collection Service to each Residential Customer. 7.1.1.1 GaFbage and Rubbish Residential Waste shall be collected at Curbside at least twos times each week. This service shall be provided not less than forty -eight (48) hours and not more than seventy -two (72) hours between regularly scheduled Collection Days. 7.1.1.2 Yard Trash shall be collected at Curbside at least once each week. This service shall be provided on one Mof the two Days when Residential Waste Garbage -is collected. 7.1.1.3 Program Recyclables shall be collected at Curbside at least once each week. This service shall be provided on one Mof the two Days when Residential Waste Garbage is collected. 7.1.1.4 Bulk Waste shall be collected at Curbside at least once each week. This service shall be provided on one Mof the two Days when Residential Waste Ggar-bage -is collected, whenever possible. The C-n-ritranter shall �ete , made at least feFty eight (49) hOLIFS iR advaRGe of the Rext Fegu!aF!y sGheduled Day for the GelleGtien of Bulk Waste-. 7.1.1.5 White Goods shall be collected at Curbside at least once each week. This service shall be provided on one of the twos Days when Residential Waste Garbage -is collected, whenever possible. The Contractor shall note all 6IRFepeFted not scheduled White Goods on all Collection routes, and shall promptly report such material to the Director. Similarly, White Goods shall be tagged and reported for non - removal of doors. Upon request by the Director or a Customer, the Contractor shall pick up such items on the next scheduled Collection Day for White Goods. However, a request for White Goods Collection must be made at least forty -eight (48) hours in advance of the next regularly scheduled Day for the Collection of White Goods. 7.1.1.6 Tires and lead acid batteries shall be collected at Curbside once each week when Residential Waste Belk Waste is collected; however, the Contractor is not required to collect more than four (4) Tires and two (2) lead acid batteries per month from any Residential Customer. The Contractor shall note all unreported Tires and lead acid Batteries on all collection routes. and shall promptly report such material to the Director. Upon request by the Director or a Customer, the Contractor shall pick up such items on the next scheduled Collection Day for Tires and lead acid batteries. However, a request for Tires and lead acid batteries Collection must be made at least forty -eight (48) hours in advance of the next regularly scheduled Day for the Collection of Tires and lead acid batteries. 7.1.1.7 Electronic Equipment shall be collected curbside at least once each week. This service shall be provided when Residential Waste Bulk Waste is 26 16 C. 1 collected. The Contractor shall note all unreported Electronic Equipment on all Collection routes and shall promptly report such material to the Director. Upon request by the Director or Customer, the Contractor shall pick up such items on the next scheduled Collection Day for Electronic Equipment. However, a request for the Collection of Electronic Equipment must be made at least forty -eight (48) hours in advance of the next regularly scheduled Day for the Collection of Electronic Equipment. 7.1.2 Contractor shall provide Back Door Service to handicapped Residential Customers at no additional charge. Upon request by the Director or Contractor, such Customers shall annually provide: (a) a written statement from a licensed physician, documenting the nature of the handicap and the need for Back Door Service; and (b) written confirmation that no able - bodied Person resides in the household. 7.1.3 Except as otherwise expressly provided herein, the Contractor is not obligated by this Agreement to collect Extraordinary Waste. 7.2 Supplemental Collection Services 7.2.1 Contractor shall offer Residential Supplemental Collection Services to Residential Customers, including, but not limited to, Back Door Service for non - handicapped Customers. 7.2.2 Customers desiring Residential Supplemental Collection Services shall request such services directly from the Contractor. The specific arrangements for Residential Supplemental Collection Services are to be determined between the Customer and the Contractor. No such services shall be provided until the Contractor notifies the Customer of the amount of the Contractor's fee and receives the Customer's confirmation that the fee is acceptable. 27 16C 1 8 Multi- Family Collection Service 8.1 Customers occupying Multi - Family Residences shall receive Residential Non - Curbside Collection Service or Commercial Collection Service. A Customer occupying a Multi - Family Residence shall receive Residential Non-Curbside—Collection Service if the Customer pays the County's Special Assessment or receives the Director's approval for such service. All other Customers occupying Multi - Family Residences shall receive Commercial Collection Service. 8.2 A Customer occupying a Multi - Family Residence and receiving Residential Non - Curbside Collection Service shall receive the same level of service, and shall be subject to the same Rates and requirements, as any other Customer receiving Residential Non - Curbside Collection Service. 8.3 A Customer occupying a Multi - Family Residence and receiving Commercial Collection Service shall receive the same level of service, and shall be subject to the same Rates and requirements, as any other Customer receiving Commercial Collection Service. 8.4 The Contractor's exclusive franchise for the collection of Residential Program Recyclables includes the Collection of Program Recyclables generated by those Customers that occupy Multi - Family Residences, even if the Customers receive Commercial Collection Service. 9 Commercial Collection Service 9.1 Basic Collection Service and Collection Frequency 9.1.1 Commercial Collection Service for Commercial Waste image --aPA Rubbish shall be arranged between the Commercial Customer and the Contractor. 9.1.2 Commercial Customers shall enter into a contract with the Contractor for the Collection of Commercial Waste and shall pay the County's approved Rates for their Collection Service. The Rates established in Exhibit I(A) include container rental fees. 9.1.3 This agreement does not authorize or require the Contractor to collect Yard Trash or provide Commercial Lawn Care Service. 9.1.4 The minimum Collection frequency for Commercial Customers shall be one M time per week, with Collection not more than seven (7) calendar days apart, except for Holidays. Unless the Director approves a different schedule, Commercial Collection Service shall be provided at least twice each week for restaurants, grocery stores, and other facilities that generate significant quantities of Commercial Waste putFeSGible waste. 9.1.5 Where several Commercial Customers are within close proximity to each other (e.g., in the same shopping center or mall), such Customers may enter into a joint agreement with the Contractor for the Collection of their Commercial Waste. 9.2 Supplemental Collection Services 9.2.1 Contractor shall offer Supplemental Collection Services to Commercial Customers, including but not limited to the services described in Exhibit 28 16 I(B). The list of Supplemental Collection Services and the associated Rates may be revised when the Board adopts its annual resolution approving the Contractor's Rates. 9.2.2 Commercial Customers desiring Supplemental Collection Services shall request such services directly from the Contractor. The specific arrangements for Supplemental Collection Services are to be determined between the Customer and the Contractor. No such services shall be provided until the Contractor notifies the Customer of the amount of the Contractor's fee and receives the Customer's confirmation that the fee is acceptable. 9.2.3 Contractor shall bill Customers directly for Commercial Supplemental Collection Services in accordance with the Rates stated in Exhibit I(B), unless the County assumes responsibility for billing Commercial Customers. 9.3 Commercial Recyclinq Services Contractor shall offer to collect Recyclable Materials from its Commercial Customers. In this capacity, the Contractor shall act as a Private Hauler. The Contractor shall be responsible for billing and collecting payment for its services as a Private Hauler. 9.4 Contract for Commercial Collection Service 9.4.1 The Contractor shall prepare a standard form that will be used as its contract with Commercial Customers. The proposed form shall be provided to the Director for approval at least sixty (60) calendar days before the Commencement Date, and whenever the Contractor proposes to change its content. The terms and conditions contained in the form shall be consistent with the requirements in this Agreement. 9.4.2 The Contractor's contract shall identify all of the services that the Contractor will provide to the Customer and all of the associated costs. No fees or charges may be collected from a Customer unless such fees and charges were disclosed in the Contractor's contract. 9.4.3 The Contractor's contract for Commercial Customers shall contain the following information, unless alternate language is approved by the Director: "REGULATION BY COLLIER COUNTY" This contract for the collection of Commercial Solid Waste is regulated by Collier County. If you have any questions regarding the terms and conditions in this contract, you may call the County at (239) 403 - 2350252 -2380. "COMMERCIAL COLLECTION CONTAINERS" You may provide your own Commercial Container (e.g., a roll -off container or compactor) for the s9W Commercial W waste that you generate on your property; provided that your Commercial Container is one that can be serviced by the Contractor's collection equipment. 29 fl 16C 1 In the alternative, you may obtain a Commercial Container from the Contractor. In either case, the Commercial Container must be maintained in a safe, sanitary, serviceable condition by the owner of the Commercial Container. "SUPPLEMENTAL SERVICES" The Contractor may provide supplemental services to you, but may only charge the Rates approved by Collier County. The cost of the supplemental services must be separately identified below, in the list of "Rates for Services." "RATES FOR SERVICES" The County has approved standard rates for the collection of Commercial Solid Waste and for supplemental services. Under this contract, you will pay the following fees for the Contractor's services. You may call the County if you have any questions about the Contractor's rates: (a) CHARGES FOR COLLECTION (b) CHARGES FOR DISPOSAL (c) CHARGES FOR SUPPLEMENTAL SERVICES (d) TOTAL 9.5 Termination of Commercial Collection Service 9.5.1 The Contractor may terminate Collection Service when a Commercial Customer fails to pay for service and the following procedure has been followed. 9.5.1.1 When a Commercial Customer's payment is thirty (30) calendar days past due, the FraRGhisee - Contractor may mail to such Commercial Customer a notice of intent to terminate service in ten (10) Days. 9.5.1.2 If the Commercial Customer desires to dispute the bill, the Customer shall notify the Director in writing within the ten (10) Day period. Upon receipt of the Customer's notice, the Director shall resolve the dispute. 9.5.1.3 If the balance remains unpaid after the ten (10) Day period provided above, or ten (10) Days following issuance of a written finding by the Director, the Contractor may discontinue Collection Service to the Customer. The Contractor shall notify the Director within one (1) Day after service is terminated. 9.5.1.4 Upon being notified, the County shall take whatever action it deems appropriate to enforce compliance with the provisions of the County's Ordinances. 30 J-60 1 9.5.2 In the event service is terminated, the Contractor is authorized to remove from the Customer's Premises any Commercial Containers, Commercial Recycling Containers, or other equipment belonging to the Contractor. 9.5.3 Contractor is authorized to charge interest on delinquent accounts with Commercial Customers and to charge a fee for resumption of service, as provided in Section 26.1.5 of this Agreement. 10 Collection Containers 10.1 Provision of Containers Residential Waste and Yard Trash 10.1.1 Curbside Containers 10.1.1.1 Customers may provide their own containers (up to 32 gallons in capacity) for Yard Trash and shall retain ownership of such containers. 10.1.1.2 The Contractor shall ensure that each Residential Customer has at least one (1) Roll Cart at all times during the term of this Agreement. The Contractor shall provide at least ones Roll Cart to each Residential Customer that does not have one. 10.1.1.3 One Roll Cart shall be provided to each Residential Customer at no cost. Additional Roll Carts may be purchased by the Customer, at the Contractor's invoice price, plus a reasonable fee for delivery. The invoice price is subject to the Director's approval. The delivery fee is set forth in Exhibit 1_(B). 10.1.1.4 Each Customer shall have the option of receiving a thiFty five(35)—,sixty- four (64), or ninety -six (96) gallon Roll Cart. Thereafter, the Customer may exchange its Roll Cart one time for a different size, which shall be provided by the Contractor at no cost to the Customer. The Customer shall pay a fee to the Contractor if the Customer wishes to exchange its Roll Cart for a different size more than once. The fee is set forth in Exhibit I_(B). 10.1.1.5 The Contractor shall provide a new Roll Cart to each new Residential Customers within five (5) Days of notification by the County. 10.1.2 Residential Recycling Bins and Recycling Carts 10.1.2.1 The Contractor shall ensure that each Residential Customer has at least one (1) Recycling Bin/Recycling Cart at all times during the term of this Agreement. Upon request by the Director, the Contractor shall deliver up to two (2) Recycling Bins/Recycling Carts to Residential Customers that do not have them. 10.1.2.2 The County shall provide the Recycling Bins /Recvclinq Carts to the Contractor for distribution. 10.1.2.3 The Contractor shall deliver up to two (2) Recycling Bins/Recycling Carts to new Residential Customers within five (5) Days of notification by the Director. 10.1.2.4 When requested by the Director, the Contractor shall deliver one or more Recycling Carts/Recycling Bins to these Residential Customers that produce large quantities of Recyclable Materials. The Recycling Carts/Recycling Bins shall be provided only to Residential Customers who 31 16C 1 are not engaged in a commercial business activity at their residence. The County shall second (2 "d) provide the Recycling Carts /Recycling Bins to the Contractor. Additional Recycling Carts /Recycling Bins may be purchased at the customer's expense. 10.1.2.5 The Contractor shall deliver smaller Recycling Carts /Recycling Bins to the Customers in an age- restricted community, on a community -wide basis, when instructed to do so by the Director. In such cases, the Recycling Carts /Recycling Bins shall comply with the specifications in Section 10.3.1 herein, except that the Recycling Carts /Recycling Bins shall have a rated capacity of only thirty -five (35) gallons. Under the provisions of this Section 10.1.2.5 the Contractor shall not be required to deliver more than two thousand five hundred (2,500) small Recycling Carts /Recycling Bins during the first Agreement Year and not more than five hundred (500) small Recycling Carts/Recycling Bins during any subsequent Agreement Year. 10.1.3 Commercial Containers 10.1.3.1 Commercial Customers may use their own Commercial Containers, provided the containers are compatible with the Contractor's Collection equipment. Commercial Customers also may obtain Commercial Containers from the Contractor. 10.1.3.2 Upon request by a Commercial Customer, the Contractor shall provide Roll Carts or Commercial Containers for the Collection of Se"d— Commercial Waste and/or Recyclable Materials. Contractor shall provide containers of sufficient size and number, and Collection Service of sufficient frequency, to ensure that all of the Solid Waste and Recyclable Materials generated by the Commercial Customer are properly stored and contained until they are removed for disposal or processing. 10.1.3.3 The Contractor may supply and maintain compactors and specialized containers, if requested to do so by a Customer. However, a request for a specialized container or equipment shall not be granted by the Contractor if the type of material generated by the Customer requires a greater frequency of Collection than is typically contemplated when using such containers, or if the material is otherwise unsuitable for the use of such equipment or containers. 10.2 Ownership of Containers 10.2.1 Customer -owned Collection Containers shall remain the sole property of the Customer. 10.2.2 The Contractor shall retain ownership of Roll Carts, Recycling Bins, and Recycling Carts provided by the Contractor. Recycling Bins and Recycling Carts provided by the County shall remain the sole property of the County. 10.2.3 The Contractor's Commercial Containers and Commercial Recycling Containers shall remain the sole property of the Contractor. 10.3 Technical Specifications for Containers NEM� -- 32 16C 7 10.3.1 Recycling Carts if any ReGyGling GaFts are supplied by the Contractor, tie ResYsliRg GaFts -and shall be subject to the approval of the Director. P.e4 Recycling Carts shall: (a) be green; (b) have a rated capacity of eitheFsixty- four (64) gallons; (c) be made of heavy duty plastic; (d) be hot - stamped or labeled in accordance with the specifications provided by the Director; (e) be mounted on two (2) wheels; (f) have attached, hinged lids and (g) be compatible with the hydraulic lifting and dumping mechanism mounted on the Contractor's Collection vehicles. Each Recycling Cart shall have a flat area on the top (outside) of the lid, which shall be at least eight (8) inches by sixteen (16) inches in size and suitable for the placement of informative stickers or decals. Recycling Carts shall be uniform with regard to color, volumetric capacity, dimensions, finished surfaces, and hot stamping /labeling. A Recycling Cart shall be constructed: to prevent the intrusion of water and animals, and the expulsion of its contents; with covers that are free from sharp edges; and without any inside structures that prevent the discharge of its contents. The Recycling Cart shall have only one compartment, which shall be used for the storage of all Program Recyclables. Each Recycling cart shall be protected by a manufacturer's warranty of at least eight (8) years duration. 10.3.2 Roll Recycling Carts supplied by the Contractor shall be of equivalent or better quality than those currently in use by the County, and shall be subject to the approval of the Director. Roll -- Recycling Carts shall : (a) be green; (b) have a rated capacity of e+theF thirty -five (35) {until these are phased out}, sixty -four (64), or ninety -six (96) gallons; (c) be made of heavy duty plastic; (d) be hot stamped or labeled in accordance with the specifications provided by the Director; (e) be mounted on twos wheels; (f) have attached, hinged lids; and (g) be compatible with the hydraulic lifting and dumping mechanism mounted on the Contractor's Collection vehicles. #pelf- Recycling Carts shall be uniform with regard to color, volumetric capacity, dimensions, finished surfaces, and hot stamping /labeling. A Recycling Cart shall be constructed: to prevent the intrusion of water and animals, and the expulsion of its contents; with covers that are free from sharp edges; and without any inside structures that prevent the discharge of its contents. 10.3.3 Commercial Containers supplied by the Contractor shall be of equivalent or better quality than those currently in use by the County, and shall be subject to the approval of the Director. Commercial Containers shall have attached lids, unless the Director approves a different design for a particular use. 10.3.4 The Contractor shall provide the Director with the manufacturer's specification sheets for the Contractor's Recycling Bins, Recycling Carts, Roll GaFts-and Commercial Containers. At a minimum, the specification sheets shall address the following items, if applicable: Company of manufacture 33 16C 1 • Material of manufacture, including pre- consumer and post- consumer recycled content • Molding technology • Standards of design (e.g., American National Standards Institute) • UV stabilization certification • Load rating • Design standards for lid, handles, lifting, bottom, wheels, axle, and fasteners • Interior and exterior finish surfaces • Color • Volumetric Capacity • Nestability • Identification and Marking • Manufacturer's warranty 10.3.5 The Contractor shall replace the labels on its, bins, carts and containers, on an as- needed basis, subject to the Director's approval. 10.4 Delivery of Containers 10.4.1 The Contractor shall maintain an adequate supply of Rail GaFts and Recycling Carts, and Recycling Bins at all times. The Contractor shall deliver new, additional, and replacement Roll GaFts and Recycling Bins /Recycling Carts to Residential Customers WithiR five (5) Days of feseiipg a Fequest f ir rsaidd r.entainprq the following week on the Customers scheduled service days, after receiving a request for said container. 10.4.2 The Contractor shall deliver € 94- Recycling Carts, Commercial Recycling Containers, and/or Commercial Containers to a Commercial Customer the following week in the Customers scheduled service days, after receiving a request for said containers. 10.5 Maintenance of Containers 10.5.1 Upon request, t The Contractor shall maintain all Contractor -owned R-e4 Gart6, Recycling Carts /Recycling Bins and Collection Containers in good working order to ensure continuous and efficient Collection Service under this Agreement. 10.5.2 Contractor -owned Commercial Containers shall have solid, durable bottoms. Commercial Containers shall be equipped with a heavy -duty removable plug for the purpose of clean out. 10.5.3 The Contractor shall maintain and repair its Commercial Containers so that the containers are free of holes, broken hinges, broken doors or door fasteners, broken wheels, or broken lids. 10.5.4 Contractor -owned Commercial Containers shall be kept painted at all times so they do not become a detriment to the community, with the exception of 34 160, 1 containers made of plastic, aluminum, stainless steel, or other materials that do not readily accept paint. 10.5.5 At its expense, the Contractor shall procure and maintain all essential spare parts for Contractor -owned Senn Fner-siat -- Containers. The Contractor shall identify and maintain a readily available source of all the spare parts needed to maintain and repair the Contractor's Gem rneFGia I.Containers. 10.5.6 The Contractor shall repair, paint, clean and otherwise maintain any GommeMial_-Container the following week on Customers scheduled service days after requested to do so by the Director. 10.5.7 Customers shall be responsible for maintaining all Customer -owned Commercial Containers, Roll Carts, Recycling Bins, Recycling Carts, and Commercial Recycling Containers. The Contractor may maintain Customer - owned containers for an additional fee, approved by the County. The Contractor's fee for this service is set forth in Exhibit I_(B). 10.6 Repair and Replacement of Containers 10.6.1 At its expense, the Contractor shall repair or replace damaged, Contractor owned Roll Carts, Recycling Bins, Recycling Carts and Collection Containers the following week on one (1) of the two (2) scheduled Customer's service days three (3) working days after receiving notice from the County or Customer. A temporary replacement covered container shall be provided, with any necessary increase in service, to prevent any potential health risks while the regular container is being repaired or replaced. This requirement also shall apply to all Roll Carts, Recycling Bins, and Recycling Carts provided by the County to the Contractor. At its option, the Contractor may require a Customer to exchange its old Roll Cart or Recycling Cart when the Customer receives a new Roll Cart or Recycling Cart from the Contractor. If a Roll Cart or Recycling Cart must be replaced because of the Customers negligence, the Customer shall pay the Contractor's invoice price for the Roll Cart or Recycling Cart, plus a delivery fee. The invoice price is subject to change to the Director's approval. The delivery fee is set forth in Exhibit I_(B). 10.6.2 If the Contractor damages or destroys any Customer -owned Collection Container, the Contractor shall repair or replace said container, at the Contractor's expense, within five (5) Days after receiving notice from the County or Customer. Any replacement container shall be equal to or better than the Collection Container that was damaged or destroyed by the Contractor. 10.6.3 The Contractor shall not be responsible for Unintentional Damage to Customer -owned containers that are caused by the Customer's failure to comply with the Set Out requirements of this Agreement. Customer's failure to comply with the Set Out requirements must be proven by the Contractor. 10.6.4 The County shall pay the cost of replacing Roll Carts, Recycling Bins, and Recycling Carts that are stolen from a Residential Customer. In such cases, the County may (a) purchase and provide Roll Carts, Recycling Bins, and Recycling Carts to the Contractor or (b) reimburse the Contractor for the purchase price of the Roll Carts, Recycling Bins and Recycling Carts, as 35 16C 1 documented by the Contractor's invoices. The county shall not pay any profit, mark -up or other charges to the Contractor for Roll Carts, Recycling Bins, and Recycling Carts. The County's payments to the Contractor for the Roll Carts, Recycling Bins, and Recycling Carts shall be made in compliance with the Local Governmentlerida — Prompt Payment Act, Sections 218.70 et seq., Florida Statutes. 10.7 Storage of Recycling Bins If requested by the Director, the Contractor shall store new and replacement Recycling Bins at the Contractor's equipment yard or at another location in Collier County that is acceptable to the County. The Contractor shall pick -up the Recycling Bins from a location in Collier County, as designated by the Director, and shall transport the Recycling Bins to the Contractor's storage yard. The Recycling Bins shall be kept in a safe, secure manner until they are delivered to the Contractor's Customers pursuant to this Agreement. 11 Vehicles and Equipment 11.1 General Provisions 11.1.1 The Contractor shall purchase and /or lease, and maintain and repair, all vehicles and equipment necessary to maintain its approved Collection schedules, and to promptly and efficiently comply with the requirements in this Agreement. The Contractor's vehicles and equipment shall be compatible (in size and weight) with, and appropriate for, the areas where such vehicles and equipment are utilized. 11.1.2 Collection vehicles and equipment shall be a standard product of a reputable manufacturer so that continuing service, and the supply and delivery of spare parts, may be ensured. Replacement parts do not need to be a product of the same manufacturer. 11.1.3 All Collection vehicles shall have waterproof seals and shall be watertight to a depth sufficient to prevent the discharge or leaking of accumulated water during loading and transport operations. The Collection vehicles shall have solid metal sides and a fully enclosed metal top. 11.1.4 As an alternative to a fully enclosed metal top, the Contractor's Collection vehicles may be equipped with a tarpaulin or a net cover with mesh openings not greater than one and one -half (1'h) inches in size. The cover shall be kept in good mechanical order, without holes. The cover shall fully enclose the Contractor's Load at all times when the vehicle's speed exceeds 20 miles per hour. 11.1.5 Vehicles transporting Program Recyclables shall be covered to protect Program Recyclables from blowing or falling out of the vehicle. 11.1.6 Prior to use, a tare weight shall be established for all of the Contractor's Collection vehicles. At the County's discretion, the tare weight of any Collection vehicle may be checked at any time. The County shall adjust its scalehouse and records if there are any changes in the tare weight. 36 16C 1 11.1.7 Except for extraordinary circumstances, as determined by the Director, all Collection vehicles and equipment shall be empty and devoid of all Solid Waste prior to the commencement of daily Collection Service. 11.2 Ancillary Equipment 11.2.1 All vehicles used to provide Collection Services under this Agreement shall be equipped at all times with: (a) all safety equipment required by Applicable Laws; (b) a fire extinguisher; (c) a shovel and broom; (d) a spill response kit; and (e) an audible back -up warning device. The spill response kit shall be suitable and adequate for cleaning up any leaks or spills of oil, hydraulic fluid, or other liquids from Contractor's Collection vehicles. 11.2.2 All vehicles used to provide Collection Services under this Agreement shall be equipped with a two -way radio, cellular telephone, or other equipment appropriate for communications between the vehicle operator, the Field Supervisor, and the District Manager. The proposed communications system is subject to approval by the Director. 11.2.3 All vehicles used for Collection of White Goods or Electronic Equipment shall be equipped with appropriate ancillary equipment so as to avoid breakage of the Electronic Equipment, or loss of Freon from White Goods, during Collection. 11.2.4 All of the Contractor's Collection vehicles shall be equipped with Global Position Systems ( "GPS "). The GPS equipment shall be used to track the vehicles' movements while providing Collection Services pursuant to the agreement. Upon request, the Contractor shall within one (1) day provide its GPS logs and records to the Director. 11.3 Reserve Vehicles and Equipment 11.3.1 The Contractor shall have sufficient reserve vehicles and equipment available to complete daily Collection routes according to the schedules and hours of Collection established in this Agreement. The use of reserve vehicles and equipment shall include, but not be limited to, occasions when front line vehicles and equipment are out of service, or delays prevent front line vehicles and equipment from completing their daily Collection route(s) within the established hours of Collection. 11.3.2 The reserve vehicles and equipment shall be ready to go into service within two (2) hours of any breakdown. The reserve vehicles and equipment shall be similar in size and capacity to the vehicles and equipment being replaced. 11.4 Maintenance and Condition 11.4.1 At a minimum, all of the Contractor's Collection vehicles and equipment shall be maintained in compliance with the manufacturer's specifications. 11.4.2 The Contractor's Collection vehicles and equipment shall be kept in good repair and appearance, and in a sanitary, clean condition, at all times. Vehicles shall be washed thoroughly on the GUt6i and sanitized with a suitable disinfectant and deodorant, a minimum of once - per -week (or more 37 16 .1 frequently if necessary). The Contractor shall monitor, maintain and repair its Collection vehicles and equipment to prevent fuel and lubricant spills. Oil and hydraulic systems, and waterproof seals and enclosures, on the Contractor's vehicles and equipment shall be kept in good repair to prevent leaking. 11.5 Identification 11.5.1 The Contractor's name and the County's customer service telephone number shall be displayed at all times, in letters at least four (4) inches high, on both side doors of the Contractor's Collection vehicles. The Contractor's telephone number also may be displayed beneath the County's customer service number. Truck identification numbers shall be displayed at all times, in letters at least four (4) inches high, on all four (4) sides of all Collection vehicles. 11.5.2 All Collection vehicles shall display information approved by the Director concerning the type of material (Selid Waste and Residential Waste, Yard Trash or Recyclable Materials) being collected. The information shall be displayed at all times, on both sides of the vehicle body, in letters at least six (6) inches high. The information displayed on the Contractor's vehicles shall be subject to Director's approval, which shall not be unreasonably withheld. 11.5.3 Contractor shall label its Commercial Containers with letters and/or numbers at least four (4) inches high. The labels shall be placed on at least two (2) sides of each Commercial Container. At least one Mof the labels shall be readily visible when the container is placed at a Commercial Customer's site. 11.6 Compliance with the Law 11.6.1 At all times, the Contractor and its employees shall operate and maintain all Collection vehicles and equipment in compliance with all Applicable Laws. 11.6.2 At all times, the Contractor shall maintain all necessary licenses and registrations, and shall timely pay all fees and taxes, on all vehicles and equipment, as required under Applicable Laws. 11.6.3 All equipment shall be operated in compliance with the Florida Uniform Traffic Control Law, Sections 316.515 through 316.6105, Florida Statutes, and the County Ordinances, as amended from time to time. 11.7 County's Right to Inspect Vehicles 11.7.1 The Director may inspect the Contractor's vehicles, equipment, licenses and registrations at any reasonable time. The County reserves the right to inspect each Collection vehicle, each day, prior to its use in the County. 11.7.2 The Director shall have the authority to require the Contractor to Vmmediately —have removed from service any Collection vehicle or equipment that is leaking or spilling fluids, SSelid- Commercial Waste and Residential Waste, or Recyclable Materials. The Director also may require any Collection vehicle to be washed within one (1) Day. In such cases, the Contractor shall immediately notify by electronic mail and phone the Director of the remedial action that wild- lqe-was taken to correct the problem and schedule a re- inspection of vehicle before placing back in service.. 38 16C 11.8 Storage and Repair The Contractor shall provide a garage and maintenance facility for its vehicles and equipment that enables all weather, year round maintenance operations. The Contractor shall not use County property to store or house any vehicles or equipment. 12 Employees and Supervisors 12.1 District Manager Contractor shall appoint an employee to serve as the District Manager. The District Manager shall be the primary point of official contact on behalf of the Contractor for all technical and administrative matters pertaining to this Agreement. The District Manager must have at least ten (10) years of prior managerial experience with programs of this nature and size. The District Manager shall have the authority to make significant decisions relevant to the day -to -day operation of Contractor's program under this Agreement. The District Manager shall have direct access to the Contractor's management for resolving problems beyond the District Manager's authority. At all times during the term of this Agreement, the Director shall have immediate access to the District Manager, and the District Manager shall be one hundred percent (100 %) dedicated to overseeing and implementing the Contractor's performance under this Agreement. Any communications or writings that are required under this Agreement to be given to the Contractor shall be delivered to the District Manager. Such communications or writings shall be deemed received by the Contractor when delivered to the District Manager. 12.2 Field Supervisor The Contractor shall designate a Field Supervisor(s), who shall oversee the provision of the Collection Services under this Agreement. The Field Supervisor(s) shall have immediate access to an automobile or pick -up truck, and shall be readily available by two -way radio or cellular telephone, at least between 6:00 a.m. and 6:00 p.m., Monday through Saturday. 12.3 Employee Conduct All Contractor personnel shall maintain a courteous and respectful attitude toward the public at all times. The Contractor shall instruct its employees to avoid loud and/or profane language at all times, and to not drive while communicating on a cellular phone is in use during the performance of their duties under this Agreement. 12.4 Employee Appearance and Identification The Contractor shall furnish each employee with an appropriate means of identifying him /her as an employee of the Contractor. The identification need not be a uniform or a complete set of clothing, but must be sufficient to ensure easy identification. The Contractor's employees shall wear the identification at all times while on duty. Shirts must be worn at all times. The Director has the right to approve the identifiers or identification furnished by the Contractor. 12.5 Removal of Employees The Director reserves the right to disapprove and request removal of any Contractor personnel assigned to the County's work. Such disapproval or request shall be for reasonable cause only and shall be addressed in writing to the Contractor's District 39 16C 1 Manager. Notwithstanding the foregoing, the Contractor shall not be required to take any action with regard to the Contractor's personnel that would violate any Applicable Law. The Contractor shall defend, save, and hold the County harmless from and against legal actions by any- employees so removed. 12.6 Employee Training and Licenses 12.6.1 All of the Contractor's employees shall be qualified and appropriately trained for the tasks assigned to them. The Contractor shall provide refresher courses and additional training to its employees, as needed, to ensure compliance with the requirements of this Agreement and all Applicable Laws. 12.6.2 At all times when operating vehicles or equipment pursuant to this Agreement, the Contractor's employees shall carry a valid Florida driver's license for the type of vehicle or equipment being operated and able to show proof upon hiring. 12.6.3 The Director may request the Contractor's employees to produce their driver's license for inspection at any time when the employee is on duty. 13 Local Office 13.1 The Contractor shall maintain a customer service /dispatch office within the County. The Contractor's office shall be open for business, and the contractor shall have personnel available for the purposes of dispatch, complaint resolution, and other matters between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday. The office shall be equipped with a two -way communication system that can be used to contact the Director, the Contractor's District Manager, the Contractor's Field Supervisor, and all of the Contractor's Collection vehicles. 13.2 The Contractor's office shall be equipped with sufficient personnel and equipment to document and timely respond to Legitimate Complaints. A responsible, experienced Person shall be present and in charge of the office during all business hours, Monday through Saturday. Contractor shall use an answering machine or answering service to record messages when the office is closed. 13.3 The Contractor shall establish a process for receiving and handling emergency calls, both during and after normal operating hours. Such process shall be subject to the Director's approval. Processes for emergency calls are included in Exhibit IX 13.4 The Contractor shall provide all of its electronic reports and communications to the County in a format that is compatible with the County's software programs. 13.5 Upon request of the Director, the Contractor shall provide adequate space in the Contractor's office to house a County employee. The Contractor also shall provide a computer connection to the Internet and a telephone for the County employee. The Contractor shall cooperate with and assist the County employee, who will monitor the Contractor's operations and compliance with the Agreement. 14 Handling of Complaints 14.1 The Director shall be responsible for receiving all complaints from Customers. 40 16G 14.2 Any complaints received by the Contractor shall be forwarded by electronic mail to the Director within one (1) hour after the complaint is received by the Contractor. 14.3 The Director shall determine whether a Customer's complaint is a Legitimate Complaint. Legitimate Complaints include but are not limited to: • Missed Collections; • Failure to respond to Missed Collections in compliance with the requirements of this Agreement; • Mishandling of Solid Commercial Waste and Residential Waste, Recyclable Materials or Collection Containers; • Damage to public or private property; and • Discourteous treatment of Customers. 14.4 The Director shall notify the Contractor when the Director determines that a Customer has a Legitimate Complaint. The Director shall coordinate with the Contractor to ensure that all Legitimate Complaints are promptly resolved. 14.5 The Contractor shall take whatever steps are necessary to remedy the cause of a Legitimate Complaint. If the Director notifies the Contractor before 12 p.m. (noon) concerning any Legitimate Complaint, the Contractor shall investigate and respond to the Director before the end of the day. If the Director notifies the Contractor after 12 p.m. (noon), the Contractor shall investigate and respond to the Director before 12 p.m. (noon) on the next Day . 14.6 The Contractor shall inform the Director about the status of each Legitimate Complaint within six (6) hours of receiving notice from the Director. If the Director notifies the Contractor before 12 p.m. (noon) concerning anv Leaitimate Complaint, the Contractor shall investigate and respond to the Director before the end of the Day. If the Director notifies the Contractor after 12 p.m. (noon), the Contractor shall investigate and respond to the Director before 12 p.m. (noon) on the next Day 14.7 The Contractor may request and the Director shall grant additional time to remedy a Legitimate Complaint when the Contractor uses its best efforts to correct the problem, but is unable to do so within six (6) �° the time frame outlined in Section 14.5 and Section 14.6. 14.8 In all cases, the Contractor shall notify the Director within six (6) heups- -the time frame outlined in Section(s) 14.5, 14.6 and 14.7 after the Legitimate Complaint is resolved shall provide a writteR summaFy within one (1) Day. 15 Customer Dispute Resolution 15.1 The Director shall investigate all unresolved disputes between the Contractor and a Customer, including but not limited to disputes concerning the proper interpretation and implementation of this Agreement and the Ordinance. The Director shall resolve such disputes. 15.2 The Director shall notify the Contractor and the Customer in writing of the Director's determination about the disputed issues, including any deficiencies in their respective performance. 41 16C 1 15.3 The Contractor and Customer shall have ten (10) Days to correct any deficiency or provide the Director with a written request for a hearing before the County Manager. 15.4 If a request is filed, the County Manager shall act upon such request within twenty (20) Days. The County Manager shall provide the parties an opportunity to present their arguments and evidence concerning the relevant issues. The County Manager shall notify the Customer, the Contractor, and the Director in writing concerning the County Manager's decision. The County Manager may: confirm, in whole or in part, the Director's findings; relieve the Contractor or the Customer of responsibility for their deficiencies; or take whatever other action the County Manager deems necessary and appropriate. The County Manager's decision shall be final and non - appealable. 16 Record Keeping and Reporting 16.1 Record Keeping 16.1.1 Equipment Maintenance Log. Contractor shall keep a maintenance log for each vehicle and piece of equipment used for Collection Service. At a minimum, the log shall show: the identification number for the vehicle or equipment; the date and description of all routine maintenance activities; and the date and description of all repair activities. 16.1.2 Non - Collection Notice Log. Contractor shall maintain a log of all occasions when Non - Collection Notices have been placed. The log shall include: the date when the notice was placed; the Customer location; the Customer type (i.e., Residential or Commercial); and the reason for each Non - Collection Notice. 16.1.3 Legitimate Complaint Log. Contractor shall maintain a log of all Legitimate Complaints. The log shall include: the date and time when the Contractor was notified by the County; the Customer's location; Customer type; a description of the complaint; the date and time when the complaint was resolved; and a description of how the complaint was resolved. 16.1.4 Program Recyclables Log. Contractor shall maintain a log concerning the Program Recyclables that the Contractor collects in the County. The log shall identify: the amount of Program Recyclables collected each month in Service District Il; the names and locations of the Recycling Facilities where the Program Recyclables were delivered; and the amounts that were delivered to each Recycling Facility. This information shall be reported separately for each type of Recyclable Material. The Contractor's log shall clearly explain how the Contractor estimated the amount of Recyclable Material in any instance where weight records are not available. 16.1.5 White Goods Log. Contractor shall maintain a log concerning the White Goods collected by the Contractor. The log shall identify: the date of Collection; the Customer's location; and the number and types of White Goods collected. 16.1.6 Tire Collection Log. Contractor shall maintain a log concerning the Tires collected by the Contractor under this Agreement. The log shall identify: the date of Collection; the Customer's location; and the number of Tires collected. 42 16.1.7 Battery Collection Log - Contractor shall maintain a log concerning the Batteries collected by the Contractor under this Agreement. The log shall identify: the date of Collection: the Customer's location: and the number of Batteries collected. 16.1.7 16.1.8 Bulk Waste Log Contractor shall maintain a log concerning the Bulk Waste collected by the Contractor under this Agreement. The log shall identify: the date of Collection; the Customer's location; the type of materials collected; and the approximate volume and weight of the materials collected. 16-4- 616.1.9 Electronic Equipment Log Contractor shall maintain a log concerning the Electronic Equipment collected by the Contractor under this Agreement. The log shall identify: the date of Collection; the Customer's location; the type of Electronic Equipment collected; the approximate volume and weight of the materials collected; the names and locations of the Recycling Facilities where the Electronic Equipment was delivered, and the amount of Electronic Equipment that was delivered to each Recycling Facility. 16. 1.9 16.1.10 All of the Contractor's logs shall be kept current and up -to -date. The logs shall be maintained in an electronic database that is compatible with the County's software systems. The database shall be available for inspection by the County at any time during normal business hours. The information in the log shall be provided to the Director, upon request, within one (1) Day. 46.4.916.1.11 The general format and content of the Contractor's logs shall be subject to the Director's approval. 16.2 OperationalMePA41y Report 16.2.1 Contractor shall submit operational MORthfy reports to the Director as requested within fifteen (15) Days ,after the f8Rd of eaGh .. eRth of the Director's request. The form and content of the reports are subject to the Director's approval. 16.2.2 At a minimum, the operational -Metf report shall provide the following information concerning Residential Customer service: 16.2.2.1 Tonnage collected during the month for each of the following materials: Solid Commercial Waste and Residential Waste; Program Recyclables; corrugated cardboard; and Yard Trash. The tonnages for each material shall be reported separately for: (a) Customers occupying Multi - Family Residences and receiving Commercial Collection Service; (b) Customers occupying Multi - Family Residences and receiving Residential Non - Curbside Collection Service; and (c) all other Residential Customers. 16.2.2.2 Tonnage collected during the month in District II Sity for each of the following materials: Sel+d Commercial Waste and Residential Waste; Program Recyclables; corrugated cardboard; and Yard Trash. The tonnages for each material shall be reported separately for: (a) Customers occupying Multi - Family Residences and receiving Commercial Collection Service; (b) Customers occupying Multi - Family Residences and 43 16C 1 receiving Residential Non - Curbside Collection Service; and (c) all other Residential Customers. 16.2.2.3 The number of Residential Customers participating in the Recycling Program. 16.2.2.4 Number, type, and weight of White Goods and Electronic Equipment collected during the month. 16.2.2.5 Number of Tires and lead acid batteries collected during the month. 16.2.2.6 Number of Non - Collection Notices issued to Customers during the month. 16.2.2.7 Number of Missed Collections, and the total number of Legitimate Complaints, during the month. 16.2.2.8 The number of Recycling Carts /Recycling Bins and Roll Carts distributed Turing the operational period Mor4h, plus the total number of Recycling Carts /Recycling Bins and Roll Carts provided to Residential Customers during the Agreement Year. the Agreement Year 16.2.3 The operational Monthly report shall provide the following information for Commercial Customer service: 16.2.3.1 For each Commercial Customer: the name and mailing address of the Customer; the location, size and number of containers used by the Customer; the owner of the containers; the frequency of Collection for each container; and any Supplemental Collection Service received. 16.2.3.2 Tonnage collected during the month for each of the following materials: SoW Commercial Waste and Residential Waste; Program Recyclables; and Yard Trash. 16.2.3.3 Tonnage collected during the month for each of the following materials: newspaper; glass; aluminum cans; steel cans; and corrugated cardboard. 16.2.3.4 Number of Missed Collections, and the total number of Legitimate Complaints, during the month. 16.2.3.5 Names and addresses of any Commercial Customers that were offered and declined Collection Service for Recyclable Materials. 16.2.4 The Contractor shall identify each number in the Operationally Report that is based on an estimate and shall clearly explain how the Contractor estimated the number used in the report. 16.3 Annual Report 16.3.1 Contractor shall submit Annual Reports to the Director within thirty (30) calendar days after the end of each Agreement Year. 16.3.2 At a minimum, the Annual Report shall include the following information: 16.3.2.1 Annualized information for all items required in the OperationalAAea#►ly Report for Residential and Commercial Customer service. 44 V 6 e 16.3.2.2 An updated list of all vehicles and equipment used to provide Collection Services under this Agreement, including make, type, year, license number, and ID number for each. 16.3.2.3 An updated Collection Plan, including current route maps and schedules for all Collection Services provided under this Agreement. 16.3.2.4 A description of any public education activities completed by the Contractor and a general accounting of the amount of money expended during the year for educational purposes. 16.3.2.5 A description and inventory, indicating quantities and condition, of the equipment, facilities, manpower, and other resources the Director deems necessary for emergency conditions. 16.3.2.6 A trend analysis and overall evaluation of the number and types of Legitimate Complaints received by the Contractor on a monthly and annual basis during the term of this Agreement. The evaluation shall include a corrective action plan for systemic and chronic problems. 16.3.2.7 An updated Contingency Plan. 16.3.2.8 A summary of all accidents and Legitimate Complaints involving damage to public or private property. 16.3.2.9 Upon request by the Contractor, the Director may waive one for more of the requirements for the Annual Report. 16.4 Other Reports, Documents and Notifications 16.4.1 Residential Recycling Participation Report. Contractor shall perform a "Set Out" count of Customer participation in the residential recycling program, in March and September of each Agreement Year. Contractor shall provide reports to the Director concerning the Collection of Residential Program Recyclables and Residential Yard Trash no later than April 15th and October 15th, respectively. The Director and the Contractor shall agree on the format of the reports. The reports shall evaluate the data for each Collection route, and for all Collection routes combined. These counts shall be performed under the direction and to the satisfaction of the Director. 16.4.2 Updates to Safety Plan. Contractor shall continuously update its safety plan to reflect any changes in Contractor's operations. The Contractor shall deliver an updated plan to the Director within five (5) Days whenever any changes are made to the safety plan. 16.4.3 Accidents and Property Damage. Contractor shall notify the Director of any accidents involving the Contractor's staff, vehicles, or equipment requiring notification to OSHA or any other Person under Applicable Laws. Contractor also shall notify the Director of accidents involving damage to public or private property. In all such cases, verbal notice shall be provided within six (6) hours of the accident the it tGF Within rune (1) Day of the annul + --y i ec are @6 — vr— m�uvvrcreNr— - urrr�6Sticv�rc The Contractor also shall provide the Director with copies of any reports or notices provided to OSHA or the Department of Transportation, within two (2) Days after such documents are submitted. 45 16C 1 Ift 16.5 General Record Keeping and Reporting Requirements 16.5.1 Contractor shall cooperate with the Director and provide every reasonable opportunity for ascertaining whether or not the duties and responsibilities of the Contractor are being performed. 16.5.2 Contractor shall promptly provide any information, in addition to that required explicitly by this Agreement, that the Director or the Contractor deem relevant under the circumstances. 16.5.3 The County shall have the right to inspect, and audit, at the County's expense, all of the Contractors financial books and records concerning the Contractor's services under this Agreement. Work papers of the Contractor's auditor shall be made available to the Director, upon request. The Director also shall have the right to inspect and copy all of the Contractor's other books and records, except for confidential and proprietary information, concerning the Contractor's services under this Agreement. 16.5.4 The Contractor's documents shall be made available for inspection during normal business hours at the Contractor's office in Collier County. These documents may be copied by the County, at its expense. These documents shall be maintained by the Contractor for at least five (5) years following the date when they were prepared, or the termination of this Agreement, whichever occurs first. 16.5.5 All of the Contractor's reports to the County shall be submitted in a hard copy and in an electronic format approved by the County. The form and content of all reports are subject to the Director's approval. 16.5.6 In any report submitted to the County, the Contractor may include proposals for changes in this Agreement or the County's operations that will increase operating efficiencies or reduce costs for the County. 17 Education, Promotion and Public Awareness 17.1 Participation in County Activities Contractor shall participate in the County's Solid Waste program activities, including but not limited to: public appearances in support of the County's Recycling Program; use of the County's recycling theme, colors, and logos on Collection vehicles and containers; distribution of promotional literature; participation in special events; special educational presentations; and similar activities. All literature shall include a County phone number, approved by the Director. From time to time, but not more than twelve (12) times per year, Contractor shall assist and/or support the County at local special events (e.g., Earth Day). Examples include but are not limited to: using Collection vehicles to participate in local parades; bringing Collection vehicles to special events; and providing staff to assist County staff at various informational booths. The Contractor shall not be required to staff booths more than a total of 60 Person hours per year. 17.2 Usage of County Themes and Logos Upon request, Contractor shall display the County's recycling, waste reduction, and conservation themes and logos on signs (decal or painted) on designated Collection 46 16 vehicles. Lettering size shall be appropriate to the size of the sign. The Director shall approve the content, style, size and form of such signs. The signs also shall be subject to the Contractor's approval, which shall not be unreasonably withheld. 17.3 Distribution of Information with Recycling Containers Contractor shall distribute informational, promotional and educational materials (e.g., brochures, newsletters, door hangers, etc.) provided by the County. The materials shall be delivered to the Customer with the delivery of each new or replacement Recycling Container. 17.4 Distribution of Information to Commercial Customers Contractor shall provide information to all Commercial Customers regarding the County's Recycling Program, waste reduction program, Hazardous Waste collection program, and related matters. This information shall be distributed in March and November of each Agreement Year. The form and content of this information shall be subject to the Director's approval. 17.5 Production and Distribution of Promotional and Educational Material In addition to the staffing requirements in Section 17.1, Contractor shall expend $5,000 per Agreement Year in assisting the County with educational, promotional, and public awareness activities, including, but not limited to the following: 17.5.1 At its expense, Contractor shall mail one (1) Solid Waste informational document, developed and published by the County, to all Customers in the Contractor's Service District. The document shall be distributed quarterly each Agreement Year. The County shall give the Contractor a minimum of four weeks' notice prior to the mailings. Contractor shall perform mailings under the direction and to the satisfaction of the Director. 17.5.2 At its expense, Contractor shall distribute pre - printed promotional materials (e.g., brochures, newsletters, flyers, door hangers, magnets) up to four (4) times per Agreement year, to all Customer's in the Contractor's Service District. These materials shall be developed and provided by the County to educate Residential and Commercial Customers about the proper methods to be used to Set Out their Solid Commercial Waste and Residential Waste, Yard Trash and Program Recyclables, and to provide other information concerning the County's Solid Waste program. 17.5.3 At its expense, Contractor shall publish a quarter -page, County - prepared advertisement, promoting Solid Waste programs. The advertisement shall be published twice each Agreement Year in the newspaper that has the largest local circulation. 17.5.4 When determining whether the Contractor has satisfied its obligation to spend $5,000 per Agreement Year on educational activities, the County shall consider and include the Contractor's out -of- pocket costs for printing, publishing, and mailing educational materials to Customers pursuant to Sections 5.3 (during the transition before the Commencement Date), 17.1, 17.2, 17.3, and 17.4, above, but shall not include any costs incurred by the Contractor pursuant to Section 17.6, below. The County will, with the cooperation of the Contractor, maintain a record of all educational activities and their cost for each Agreement Year. Ctl 16C 1 17.6 Public Notices Concerninq Changes in Collection Services At its expense, the Contractor shall prepare and publish a notice whenever the Contractor's schedule or Collection Days are changed for Residential Customers. The notice shall be subject to approval by the Director. The notice shall be placed in the newspaper that has the largest circulation in the County. The notice shall cover at least one - quarter (1/4) of a page in the general section of the newspaper (i.e., not in the legal or classified advertisements). The Contractor also shall mail or deliver the notice to each Residential Customer within the Contractor's Service District that will be affected by the change. The notices shall be published and delivered not less than ten (10) calendar days and not more than thirty (30) calendar days prior to the Contractor's change in service. 18 Changes to Services 18.1 Addition or Deletion of Recyclable Materials 18.1.1 If the County decides to change the Materials Acceptance Protocol, or add or delete Program Recyclables, the County and Contractor shall enter into good faith negotiations to amend this Agreement, if necessary, to reflect such modifications. If the County determines it is appropriate to add or delete Program Recyclables, Contractor shall be given at least sixty (60) days to adjust its services accordingly. All amendments shall be Board approved. 18.1.2 If the County and Contractor fail to reach an agreement regarding the Rate to be paid following the addition or deletion of any Program Recyclables, the County may require the Contractor to participate in mediation, as specified in Section 30 of this Agreement. 18.2 Recyclinq Facility in Collier County 18.2.1 The County may require the Contractor to deliver Recyclable Materials collected in Service District II to a Recycling Facility located in Collier County. The Director shall give the Contractor at least three hundred sixty - five (365) calendar days notice before requiring the Contractor to use a Recycling Facility designated by the County. The Contractor shall not receive any additional fee or an increase in the Rates for taking Recyclable Materials to the County's Designated Site in Collier County. 18.2.2 If the County requires the Contractor to deliver Recyclable Materials to a Designated Site in Collier County, the County shall reimburse the Contractor for the lost profits, if any, that the Contractor would have earned under this Agreement from the sale of those Recyclable Materials. The County's obligation to reimburse the Contractor for lost profits shall only apply to those Recyclable Materials that will be collected in Service District 11 and delivered to the Designated Site during the remaining portion of the term of the Agreement, prior to any subsequent renewals. Any disputes concerning the amount of the Contractor's lost profit shall be resolved through the dispute resolution process described in this Agreement. 48 16i; 1 18.3 Provision of Service Upon Termination If this Agreement is terminated by the County, the Board may, at its sole discretion, authorize one for more qualified hauling contractor(s) to provide Collection Services for Se"d Commercial Waste and Residential Waste, Program Recyclables, and Yard Trash in Service District II, under such terms and conditions as the Board deems appropriate. 18.4 Collection and Processing of Commercial Organics 18.4.1 If the County decides to collect and process Commercial Organics, the County shall give the Contractor an opportunity to submit a proposal for providing these services in Service District II. If the County and Contractor are unable to negotiate a mutually acceptable agreement for the provision of these services, the County may issue a request for proposals or take such other action as it deems appropriate. 18.4.2 If the County executes a contract with a Person other than the Contractor for the Collection of Commercial Organics in Service District II, the County shall give notice to the Contractor at least ninety (90) calendar days before the Person begins to collect Commercial Organics pursuant to its contract with the County. In Such case, the County shall reimburse the Contractor for the lost profits the Contractor would have earned under this Agreement from the Collection of Commercial Organics in Service District II during the remaining portion of the term of this Agreement, prior to any renewals of the Agreement, but only if the only to the extent that: (a) the County's Collection of Commercial Organics directly causes a reduction in the amount of Solid Waste collected annually by the Contractor; and (b) the reduction is greater than five percent (5 %). 18.4.3 For the purpose of Section 18.4.2, "lost profit" means a reduction in the Contractor's net revenue that was directly caused by a reduction in the amount of Commercial Organics collected by the Contractor under this Agreement. Lost profits does not include reduction in net revenue that was caused by increased capital or operating expenses. 18.4.4 For the purpose of Section 18.4.2, the parties shall determine whether there has been a reduction in the amount of Solid Waste collected under this Agreement by comparing (a) the amount of Solid Waste collected during the first twelve (12) months after the County begins to Collection Commercial Organics and (b) the amount of Solid Waste collected during the prior twelve (12) months. 18.4.5 To calculate lost profits under Section 18.4.2, the parties shall: (a) determine the net revenue the Contractor earned for the Collection of one M ton of Commercial Organics during the twelve (12) months before the County began to collect Commercial Organics; (b) determine the extent to which the reduction in the Contractor's Collection of Solid Waste exceeded five percent (5 %), (c) convert the value identified in subsection (b) into tons, and (d) multiply the Contractor's net revenue per ton as determined pursuant to subsection (a), by the appropriate number of tons, as determined pursuant to subsection (c), and by the remaining number of years (or fractions thereof) in the term of the Agreement. This calculation may be expressed by the following formula: 49 16C 1 LP= NRPTxETxT Where: LP is the amount of the Contractor's lost profit; NRPT is the Contractor's net revenue per ton; ET is the excess tonnage (i.e.; the amount greater than a 5% reduction in the Contractor's Collections); and T is the time (years) remaining under the Agreement. 19 Additional Services 19.1 Commercial Waste Reduction The County reserves the right to negotiate with the Contractor to implement incentives to increase the diversion of Commercial Recyclables from the Immokalee Landfill. 19.2 Community Service At its expense, Contractor shall provide the following services for community programs, in accordance with applicable Board resolutions: 19.2.1 Provide Collection Service for monthly community clean -up projects. Collection Service for each community clean -up shall include: up to four (4) sites; a minimum of two (2) roll -off containers at each site; and a minimum of three (3) additional roll -off containers per site, with one (1) each for Yard Trash, White Goods, and Tires. Each roll -off container shall be emptied up to three (3) times. The County shall pay the Tipping Fee for the disposal of materials collected during the community clean -ups. 19.2.2 Provide Curbside Collection for up to four thousand (4,000) thirty -two (32) gallon bags of Solid Waste, and up to four hundred (400) thirty -two (32) gallon bags of Program Recyclables, collected annually during Keep Collier County Beautiful events or similar clean -ups. The County shall pay the Tipping Fee for the disposal or processing of the collected materials. 19.2.3 Transport ( "backhaul ") the County's compost to County parks. The County and the Contractor shall agree on the schedule of delivering the compost. The Contractor shall haul at least twenty -four (24) Loads of Compost per year. 50 16C 1 19.3 Pilot Studies During the term of this Agreement, the County will likely conduct pilot studies to evaluate strategies that may increase recycling, waste reduction, Collection efficiency, or reduce the County's costs. Contractor shall cooperate with the County in conducting such pilot studies, and shall enter into good faith negotiations with the County if additional services are necessary from the Contractor to carry out the pilot studies. 19.4 Electronic Equipment The Contractor shall collect and process Electronic Equipment that is discarded in the Contractor's Service District. At a minimum, the Contractor shall provide the following services at no cost to the County except as otherwise provided below: 19.4.1 The Contractor shall collect Electronic Equipment that is Set Out at Curbside by the Contractor's Residential Customers and Commercial Customers. The Contractor shall transport the Electronic Equipment to an appropriate Recycling Facility for processing. 19.4.2 The Contractor shall place a container at the Contractor's office for the Collection of Electronic Equipment. The Contractor shall empty the container, as necessary, and shall transport the Electronic Equipment to an appropriate Recycling Facility for processing and recycling. 19.4.3 The County shall reimburse the Contractor for the cost of processing the Electronic Equipment collected in Service District Il. The County shall be billed on a monthly basis for the processing services. The County shall only pay the Contractor's actual cost, as documented by invoices, without mark -ups or additional fees. The cost of processing the Electronic Equipment shall not include the cost of collecting, transporting or handling the Electronic Equipment. 19.4.4 The Director may terminate the Contractor's services for Electronic Equipment at any time, in the Director's sole discretion. The Director may expand the scope of the Contractor's services, on terms that are mutually acceptable to the parties. 19.4.5 The materials classified as Electronic Equipment may be expanded or revised with the mutual consent of the County and the Contractor. 19.4.6 When Electronic Equipment is collected by the contractor pursuant to this Agreement, the Contractor initially shall transport the Electronic Equipment to a Designated Site in Collier County, as instructed by the Director. At the Designated Site, the County shall wrap and prepare the Electronic Equipment for shipment to a Recycling Facility. The Director shall notify the Contractor when the Electronic Equipment is ready for shipment to a Recycling Facility. The Contractor shall remove the Electronic Equipment from the County's Designated Site within three (3) Days after receiving the Director's notice. 19.4.7 The Contractor shall pay all costs associated with the transportation of the Electronic Equipment to a Recycling Facility, provided that the Recycling Facility is located within two hundred (200) miles of the County. The County shall reimburse the Contractor for the incremental fuel costs incurred by the Contractor if the Director instructs the Contractor to use a Recycling Facility 51 16C 1 located more than 200 miles from the County and those incremental fuel costs are reasonable and appropriately documented. 19.4.8 At all times, the Contractor shall handle Electronic Equipment carefully to minimize breakage and damage. The Contractor shall collect all Electronic Equipment manually. However, the Contractor shall not be responsible for manually collecting Electronic Equipment that has been placed in a Commercial Container by a Person other than the Contractor. 20 Emergency Situations and Disaster Debris 20.1 Use of Contractor Services If excessive amounts of Disaster Debris accumulate because of a #uFFisaRe, tFepisal GteFn;, fFeeze —or 9t"eF natural or manmade emergency disaster, the County, at its sole discretion, may utilize the Contractor to assist with Collection of the Disaster Debris. The County afse -may also, at its sole discretion utilize the County's Disaster Debris Contract # 05 -3661 for disaster generated debris management and disposal. ' Plan, as amended frern tame to ti If the Director determines that an emergency situation exists, providing the Contractor is not impacted by the storm(s) and is able to perform the work, the Director may direct the Contractor to perform such work for the Rates specified in Section 26.2 of this Agreement through the issuance of a Purchase Order. All materials associated with the debris mission must be weighed at the Collier County Landfill or the Immokalee Transfer Site for documentation, unless authorized in writing by the Director. Nothing herein shall require the County to utilize the services of Contractor, or prevent the County from hiring other parties to perform part or all of such work. The County also reserves the right to utilize County personnel and equipment in the removal of Disaster Debris. 20.2 Variance in Routes and Schedules In the event of a natural or man -made emergency disaster, the Director may grant Contractor in writing a variance from the Contractor's regular routes and schedules. In the event such a variance is granted, there shall be a corresponding reduction in payment to the Contractor, if appropriate. As soon as practicalable after such a disaster, the Director shall advise the Contractor in writinq when normal Collections and routes can be resumed. The County and the Contractor shall make every effort through the local news media to inform the public when regular services can resume. 20.3 Contingency Plan Contractor shall develop a Contingency Plan, which shall describe the Contractor's plan of action in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. The Contingency Plan shall describe the steps that the Contractor shall take to avoid interruptions in Collection Service. The Contingency Plan shall be submitted to the Director by August 1, 2005. Thereafter, the Contingency Plan shall be updated and resubmitted to the Director with the Contractor's annual report pursuant to Section 16.3, and within two (2) Days whenever the plan is revised by the Contractor. 52 16C 1 20.4 Emergency Management /Disaster Meetings Contractor shall attend the County's emergency management /disaster preparedness meetings, and shall provide the County with any materials that may be useful to the discussion, including, but not limited to, Collection schedules and routes and security codes to private community gates. The Director shall notify the Contractor of the date, time and location of the meetings, and any necessary materials to be provided by the Contractor. 21. Insurance 21.1 Requirements for Insurance Carriers Contractor shall procure and maintain the following types of insurance coverage at all times during the term of this Agreement. The policies of insurance shall be written on forms acceptable to the County, and shall be placed with an insurance carrier that is approved and licensed by the Insurance Department of the State of Florida and acceptable to the Director. The insurance carrier shall have a minimum financial rating by the A.M. Best & Company of no less than "Excellent ", with a minimum class size of "VII". 21.2 Workers Compensation Insurance Contractor shall provide workers compensation insurance, on behalf of all employees who provide a service under this Agreement, as required under any Applicable Law, including Chapter 440, Florida Statutes. Contractor shall provide employers liability insurance with limits not less than: 21.2.1 $1,000,000 per employee per accident 21.2.2 $500,000 disease aggregate 21.2.3 $500,000 employee per disease 21.3 Commercial General Liability Contractor shall provide commercial general liability insurance including, but not limited to, bodily injury, property damage, contractual, products and completed operations, and personal injury, with limits of not less than $1,000,000 per occurrence, $2,000,000 aggregate, covering all work performed under this Agreement. 21.4 Automobile Liability Contractor shall provide automobile liability insurance, including bodily injury and property damage for all owned, leased, hired and non -owned vehicles, with limits of not less than $1,000,000 combined single limit, covering all work performed under this Agreement. (Limits may be satisfied by combining an umbrella form and automobile liability form for a combined total limit of $10,000,000.) 21.5 Umbrella Liability Contractor shall provide umbrella liability insurance with limits of not less than $10,000,000 per occurrence, covering all work performed under this Agreement. 21.6 Hazardous Waste Insurance If regulated quantities of Hazardous Waste are identified while carrying out this Agreement, no further work is to be performed in the area of the Hazardous Waste 53 16C 1 4, until the County's Risk Management Department has been consulted as to the potential need to procure and maintain any or all of the following coverages: 21.6.1 Contractor's Pollution Liability. For sudden and gradual occurrences, in an amount no less than $5,000,000 per claim and $5,000,000 in the aggregate, arising out of the work performed under this Agreement, including, but not limited to all Hazardous Waste identified under this Agreement. 21.6.2 Asbestos Liability. For sudden and gradual occurrences and in an amount no less than $1,000,000 per claim and $1,000,000 in the aggregate, arising out of work performed under this Agreement. 21.6.3 Hazardous Waste Disposal. When applicable, the Contractor shall designate the disposal site and furnish a certificate of insurance from the disposal facility for Environmental Impairment Liability Insurance, covering liability for sudden and accidental occurrences in an amount not less than $5,000,000 per claim and $5,000,000 in the aggregate, and shall include liability for non - sudden occurrences in an amount not less than $10,000,000 per claim and $10,000,000 in the aggregate. 21.6.4 Hazardous Waste Transportation. When applicable, the Contractor shall designate the hauler and furnish a certificate of insurance from the hauler for automobile liability insurance with Endorsement MCS90 for liability arising out of the transportation of Hazardous Waste, with an amount not less than $1,000,000 annual aggregate, and provide a valid EPA identification number. 21.6.5 Certificates of Insurance. The certificate of insurance furnished by the Contractor shall clearly identify the hazardous material exposure work being performed under this Agreement. 21.7 General Insurance Requirements. Unless otherwise approved by the County's Risk Management Department, all policies required herein, with the exception of workers compensation insurance, are to be written on an occurrence basis, and shall name Collier County, its commissioners, officers, agents, employees, and volunteers as additional insured's. Insurer(s), except with regard to the workers compensation coverage, shall waive all rights of subrogation against Collier County, its commissioners, officers, agents, employees and volunteers. 21.8 All of the insurance requirements imposed on the Contractor in this Agreement also shall be applicable to the Contractor's subcontractors under this Agreement. The Contractor shall be held responsible for any deficiencies, deviations, or omissions in any subcontractor's insurance. 21.9 Each insurance policy required by this Agreement shall: 21.9.1 Apply separately to each insured against whom claim is made and suit brought, except with respect to the limits of the insurer's liability. 21.9.2 Be endorsed to state that coverage shall not be modified, suspended, voided, or canceled until 30 calendar days after written notice by certified mail, return receipt requested, has been given to Collier County's Risk Management Department. 54 4 1 21.10 The County shall retain the right to review, at any time, the Contractor's coverage, form, and amount of insurance. Upon request, the Contractor shall provide copies of its insurance policies to the Director within two (2) Days. 21.11 The procuring of required policies of insurance shall not be construed to limit Contractor's liability or to fulfill the indemnification provisions and requirements of this Agreement. 21.12 Contractor shall be solely responsible for payment of all premiums for insurance contributing to the satisfaction of this Agreement and shall be solely responsible for the payment of all deductibles and retentions to which such policies are subject, whether or not Collier County is an insured under the policy. 21.13 Claims made policies shall be accepted for professional and such other risks as are authorized by the County's Risk Management Department. All claims made policies contributing to the satisfaction of the insurance requirements herein shall have an extended reporting period option or automatic coverage of not less than two years. If provided an option, the Contractor agrees to purchase the extended reporting period on cancellation or termination, unless a new policy is affected with a retroactive date, including at least the last policy year. 21.14 Certificates of Insurance evidencing Claims Made or Occurrence form coverage and conditions to the Contractor, as well as the County's contract number and description of work, are to be furnished to the Director prior to September 1, 2005, and within thirty (30) calendar days of expiration of the insurance contract, when applicable. All insurance certificates shall be received and approved by the County's Risk Management Department before the Contractor shall be allowed to commence or continue work. 21.15 Notice of Accident (occurrence) and Notice of Claims associated with work being performed under this Agreement, shall be provided to the Contractor's insurance company as soon as practicable after notice to the Contractor of any incident (occurrence) or claim arising out of the terms of this Agreement. The Notice of Accident shall be provided to the Director within two (2) Days. 21.16 At the end of the initial Term and each renewal Term, the County shall have the right to require the Contractor to increase the amount of the insurance coverage provided under this Agreement. 21.17 Should the Contractor at any time fail to maintain the insurance coverage's required in this Agreement, the County, at its discretion, is authorized to purchase such coverage and charge the Contractor for the coverage purchased. The County shall be under no obligation to purchase such insurance, or to be responsible for the coverage purchased, or the financial stability of the insurance companies used. 22 Performance Bond 22.1 Contractor shall furnish the County with a Performance Bond or other financial instrument ensuring the faithful performance of this Agreement. The bond shall be provided no later than September 15, 2005. The Performance Bond shall be in an amount not less than fifty percent (50 %) of the value of one (1) year of the Contractor's Residential Curbside Collection Service. The general form of the Performance Bond is shown in Exhibit V-(A). The amount of the Performance Bond shall be determined by the Director and calculated in accordance with the formula in Exhibit V_(B). The term of 55 16C 1 Ift the Performance Bond shall be no less than one year, beginning on the Commencement Date. Contractor shall furnish the County with a new Performance Bond for an additional term of not less than one (year, from the expiration date of the Performance Bond then in effect, for each year this Agreement is in effect. The new Performance Bond shall be submitted at least thirty (30) days prior to the expiration date of the Performance Bond then in effect. 22.2 The Performance Bond shall be issued by one Viand only one surety, which shall be a surety company authorized to do business in the State of Florida, and holding a Certificate of Authority from the Secretary of the Treasury under Act of Congress, approved on July 30, 1947, (U.S.C. 613). Acceptable surety companies shall be licensed to do business in Florida and shall have an A.M. Best rating of "A" or better and a "T" Underwriting Limitation which is not exceeded by this project's Performance Bond. 22.3 The form of the proposed Performance Bond shall be provided to the Director by July 15, 2005, for approval. 23 Assignment and Subletting 23.1 No assignment of this Agreement or any right or responsibility occurring under this Agreement shall be made in whole or in part by the Contractor without the express written consent of the Board. The Board shall have the right to approve or deny, with or without cause, any proposed or actual assignment by the Contractor. Any assignment of this Agreement made by the Contractor without the express written consent of the Board shall be null and void and shall be grounds for the County to declare a default of this Agreement. In such cases, the Board may terminate this Agreement by giving written notice to the Contractor, and upon the date of such notice, this Agreement shall be deemed immediately terminated. Upon such termination all liability of the County under this Agreement to the Contractor shall cease, except for the amounts due and owing for Collection Services completed at that time. Thereafter, the County shall have the right to call the Performance Bond and shall be free to negotiate with any Person for the service which is the subject of this Agreement. 23.2 In the event that the Board's consent to any proposed assignment is denied, Contractor shall continue to provide all of the services required herein for the remainder of the Term. 23.3 If any assignment is approved by the Board, the assignee shall fully assume all of the liabilities of the Contractor. 23.4The requirements of this Section 23 shall include, but not be limited to cases where the Contractor hires a subcontractor to undertake any of the Contractor's obligations under this Agreement. 24 Transfer of Ownership The transfer of this Agreement, by transfer of ownership, transfer of corporate shares, or any other means to effect a change in the ownership structure of the Contractor, shall be effective only after approval by the Board. An application to transfer this Agreement shall be submitted jointly by the proposed transferor and transferee, and shall contain the same information as necessary as for the granting of a franchise. The proposed transferee shall verify in writing that (a) it will comply with all of the requirements in this Agreement and (b) it 56 2 has the financial resources, expertise, equipment and other capabilities necessary to do so. The Board may grant or deny the application for transfer, or may grant the application subject to conditions. 25 Payment for Services and Administrative Fees 25.1 Prohibitions on Payments Neither the Contractor nor its agents, subcontractors, employees or other representatives shall accept monetary remuneration from any Customer for the provision of services described in this Agreement, unless such payments are explicitly authorized in this Agreement, and the payments are less than or equal to the amounts authorized. 25.2 County's Obligation to Pay for Residential Curbside Collection Service The County shall be responsible for billing and collecting the fees that must be paid by the County's residents for Residential Curbside Collection Service. In turn, the County shall make monthly payments to the Contractor for the Residential Curbside Collection Service that the Contractor provides. The Contractor shall be entitled to payment for the services it renders, even if the County does not collect the necessary fees for such services from the County's residents. The Contractor shall be responsible for billing and collecting its fees for any Residential Supplemental Collection Service. 25.3 Procedure for Payment of Residential Service The County's payments to the Contractor for Residential Curbside Collection Service shall be made on a monthly basis, for services performed during the previous month, in an amount equal to one - twelfth 1/( 12th) of the approved annual payment per Residential Customer. Payments to the Contractor shall be calculated by: (a) multiplying the Rate for Residential Curbside Collection Service by (b) the number of Residential Customers that received Residential Curbside Collection Service during the month, and (c) deducting any liquidated damages assessed against the Contractor. Payment shall be sent to the Contractor within the first twenty (20) Days of the month. 25.4 Adding New Residential Customers If a new Residential Customer is added to the Customer List, the County shall pay the Contractor for its services to the new Customer, subject to the following conditions. If the Contractor's initial service to a new Customer commences prior to the fifteenth calendar day of the month, the County's payment for that Customer will be for a full month's service. If the initial service commences on or after the fifteenth day of the month, there will be no payment to the Contractor for any services provided that month. 25.5 Removing Residential Customers If the County removes a Customer from the Customer List, the County shall reduce its payments to the Contractor, subject to the following conditions. If the County notifies the Contractor on or before the fifteenth calendar day of the month that the Customer has been removed from the Customer List, the Contractor shall not be paid for any service it provides to the Customer during that month. If the County notifies the Contractor after the fifteenth day of the month that the Customer has been removed from the Customer List, the Contractor shall be paid for the entire month. 57 16C 25.6 Overpayments and Underpayments for Residential Service If the Contractor provides service to a Person that is not included in the Customer List provided by the County, the Contractor shall provide the Director with appropriate information, in the format required by the Director, concerning the existence of and service to the Person. Upon verifying this information, the County shall revise the Customer List and shall begin remitting monthly payments to the Contractor for its new Customer. If the County pays the Contractor in error, for whatever reason, the Contractor shall promptly notify the Director to rectify the mistake. The Director shall make appropriate adjustments to the Contractor's payments under this Agreement to offset any past underpayments or overpayments resulting from any error. 25.7 Payments for Commercial Service Contractor shall be responsible for the billing and collection of Rates to be charged for Commercial Collection Service and Commercial Supplemental Collection Service, including collection and payment of Tipping Fees. The Contractor shall pay the Tipping Fee at the Designated Site when the Contractor delivers Commercial Waste or Commercial Recyclables. 25.8 County Billings for Commercial Service The County, at its sole option, may elect to take over the billing and collection of fees for Commercial Collection Service. If the County elects to do so, the Contractor shall provide the County with a comprehensive list of Commercial Customers, including the location, size and number of containers, and frequency of Collection, in an electronic format approved by the County. The Contractor and County agree to enter into good faith negotiations to amend this Agreement (including Rates) to reflect such a change. 25.9 Administrative Fees To compensate the County for the cost of administration, supervision and inspection required for the effective performance of this Agreement, the Contractor shall pay to the County an administrative fee equal to two percent (2 %) of all gross revenues collected from Residential Customers, plus three percent (3 %) of all gross revenues collected from Commercial Customers, including disposal fees, arising out of any services or operations governed by this Agreement. The amount of the administrative fee may be adjusted by the County on October 1 of each Agreement Year, beginning on October 1, 2006, but the administrative fee shall not exceed five percent (5 %). The administrative fee shall not be increased unless the Rates in Exhibit I are increased appropriately to maintain the Contractor's net revenues. For the purposes of determining the amount of the administrative fee, gross revenues shall include the disposal fees associated with Residential Curbside Collection Service, whether or not such fee is directly collected or paid by the Contractor. The residential disposal fee to be used for this purpose shall be based upon the Rates established in the exhibits attached hereto. Administrative fees shall be payable monthly in arrears with the disposal fees. Any amounts not paid when due shall earn interest at the maximum legal rate. Adjustments to the administrative fee, based upon new or additional information about the Contractor's gross revenues, may be made from time to time by the Director, after providing notice to Contractor. 58 16C 1 26 Rates 26.1 Standard Rates 26.1.1 Separate Rates for Residential Curbside Collection Service, Commercial Collection Service, and for each Residential and Commercial Supplemental Collection Service, are shown in Exhibits I(A) and I(B) of this Agreement. 26.1.2 Contractor shall utilize the Rates in Exhibits I and II of this Agreement when billing its Customers. 26.1.3 Contractor is authorized to charge interest at the rate set by Florida Statutes, on any delinquent Commercial Customer account. 26.1.4 Contractor may collect a deposit prior to initiating service to a Commercial Customer. The deposit shall not exceed the expected charge for two (2) months service to the Commercial Customer. In the event a deposit is collected, it may be used to offset any delinquent amounts due the Contractor after termination of service. Any remainder of a collected deposit shall be returned to the Commercial Customer. 26.1.5 The Contractor may charge a fee to a Commercial Customer for resumption of service, where the Contractor discontinues service because the Commercial Customer became delinquent in payments. The amount of the fee is set forth in Exhibit I (B). 26.2 Special Rates for Emergency Situations and Disaster Debris If the Director makes a determination that an emergency situation exists and directs the Contractor to collect Disaster Debris, as specified in Section 20 of this Agreement, the County shall pay the Contractor the following rates. 26.2.1 If the quantity of Yard Trash collected from Residential Customers in a given month exceeds one hundred ten percent k110Lol-peFGe -Pt of the previous four —year average quantity of Residential Yard Trash collected during that month, the County shall pay the Contractor a per -heur ton rate for each haur Reeded to ton selaest of Yard Trash collected in excess of one hundred percent 100 %) - persent of the average. The heu�y per ton rate for an €edera; ErnergenGy ManagemeRt mini6tFa+�FEM emergency disaster shall not exceed even two hundred- eighteen ($a4A 218.00 dollars per heuf ton; the- I r rare foo; a-Non FEMA eve„+ 06 $125.04. Immokalee Disposal Company, Inc will provide one (1) compaction rear load vehicle, to include the driver and helper. The current four -year monthly averages are provided in Exhibit VII, and will be recalculated annually. 26.2.2 If the quantity of Solid Waste collected from Residential Customers in a given month exceeds one hundred ten percent ,(110 Loj,GeRt of the previous four -year average quantity of Residential Solid Waste collected during that month, the County shall pay the Contractor a per -hou ton rate for each heir ton ^°�to of eelaest Solid Waste collected in excess of one hundred percent (100 %) percent of the average. The heu4 per ton rate for an emergency disaster shall not exceed a FEMA o.,e.,+ one hundred eighty -one ($181.00) dollars. the heuFly rate for a $125.00. Immokalee Disposal Company, Inc will provide one (1) compaction automated vehicle to include the driver. The monthly averages 59 16C 1 for 2002 5 -20038 are provided in Exhibit VII. The most recent four year averages will be determined on the commencement date and calculated annually thereafter. 26.2.3 If the County directs the Contractor to utilize roll -off containers for Collection of Disaster Debris, the County shall pay the Contractor per hour for placement and collection of each roll -off container. The per hour charge for a emergency disaster- FEIVIA even is one hundred - twenty five _($12544,5.001 dollars; . Tipping Fees will be paid by the County. 26.2.4 At its option, the County may pay the Contractor per subis yard ton for the Collection of Yard Trash, instead of the amounts authorized in Section 26.2.1, above. This fee will be for dedicated non - compaction vehicles to assist in Disaster Debris cleanup, the debris may not be comingled with regular yard trash. The fee would be one hundred ten ($110) dollars per ton; this rate includes one claw vehicle and one operator, the County will pay all tipping fees. T-h46 fee- ski -be-'R e#es gthe fist AgTeemeRt YeaF.This fee shall be reviewed and renegotiated annually. 27 Rate Adjustment 27.1 Annual CPI Adjustments to Collection Rates 27.1.1 The Collection portion of the Residential Customer Rates and the collection portion of the Commercial Customer Rates (e.g. front -load, compactor, and roll -off Rates) shall be adjusted on October 1s' of each year, beginning in the second Agreement Year, as described below. 27.1.2 The Rate shall be adjusted in an amount equal to seventy percent (70 %) of the change in the Consumer Price Index ( "CPI ") during the previous year, but the adjustment shall not exceed five percent (5 %) in any one (1) year. The formula in Exhibit II shall be used to calculate the Rate for the upcoming Agreement Year. 27.1.3 The CPI shall be the lesser of the United States All Urban CPI, or the Southern All Urban CPI, published by the U.S. Department of Labor, Bureau of Labor Statistics, for the twelve (12) months ending on the April 30th that precedes each new Agreement Year. If the CPI is discontinued or substantially altered, the County may select another relevant price index published by the United States Government or by a reputable publisher of financial and economic indices. 27.1.4 Exhibit II contains sample calculations that illustrate how the collection Rates will be adjusted, based on CPI. 27.1.5 The fees set forth in Exhibit I(B) for Supplemental Services shall be adjusted annually to account for changes in the CPI. These CPI adjustments shall be made in the same manner as the other CPI adjustments described in this Section 27.1. .s 16C 1 27.2 Adjustments to Commercial Disposal Rates 27.2.1 The disposal Rates for Commercial Customers shall be adjusted in the manner shown in Exhibit 11, whenever the Tipping Fee at the Immokalee Landfill is adjusted. 27.2.2 At least thirty (30) calendar days prior to the effective date of any proposed adjustment in the Tipping Fee to be charged at the Immokalee Landfill, the County shall notify the Contractor of such adjustment, and shall provide the Contractor with a revised calculation of the Commercial Customer Rates, (e.g. front - loader, compactor, and roll off Rates), based on the proposed change in the cost of disposal of Solid Waste at the Immokalee Landfill. 27.2.3 Exhibit II contains sample calculations that illustrate how the disposal Rates will be adjusted, based on changes in the Tipping Fee. 27.3 Changes Imposed by Law 27.3.1 If a change in law will directly affect the Contractor's cost of providing its services under this Agreement, the Contractor may prepare a schedule of proposed Rates which shall pass on the increased or decreased costs in a fair and non - discriminatory manner. The schedule shall be accompanied by all the work papers necessary for the Director to fairly evaluate the proposed Rate increase or decrease. The Director shall review the information provided and shall request such additional information as may be necessary. The Director shall determine within forty -five (45) calendar days the merits of the request, and shall make a recommendation to the Board at a regular meeting. Adjustments to the Rates, if any, shall become effective upon the date designated by the Board. 27.3.2 A "change in law" means the adoption, promulgation, or modification of any Applicable Law after the Effective Date, which directly and substantially affects the Contractor's or County's performance under this Agreement. A change in law does not include a change in any tax law or workers' compensation law. 27.4 Extraordinary Rate Adjustment 27.4.1 Once each Agreement Year, the Contractor may petition the Board for a Rate adjustment on the basis of extraordinary or unusual changes in the cost of operations that could not reasonably be foreseen by a prudent operator. Contractor's petition shall contain a detailed justification for the Rate adjustment. Among other things, the Contractor's petition shall include an audited statement of Contractor's historical and current expenses, confirming an extraordinary increase in Contractor's costs due to factors beyond the Contractor's control, which have occurred through no fault or negligence of the Contractor. The audited statement shall be prepared by a certified public accountant, licensed in the State of Florida that is not an employee of the Contractor or its affiliates. At its expense, the County may audit the Contractor's records to evaluate the Contractor's request. The Director may request from the Contractor, and the Contractor shall provide, all of the information that is reasonably necessary for the Director to evaluate the Contractor's petition. 61 16C 1 27.4.2 In its sole discretion, the Board shall approve or deny the request within sixty (60) days after the Director receives all of the information needed to evaluate the Contractor's proposal. The Board's decision shall be final and non - appealable. 27.4.3 If the Contractor's request is granted, the Board shall have the right to reduce the Contractor's Rates when the Contractor's costs are reduced. Every twelve (12) months after a request is granted, the Director shall have the right to request, and the Contractor shall prepare promptly upon request, an updated audit and explanation of whether the extraordinary Rate increase should remain in effect. 27.5 Rate Reductions The Board shall have the right to reduce the Rates, after providing notice to the Contractor and an opportunity for a hearing. The Board may exercise its right when the Board determines that a change in law, a reduction in the Tipping Fee, or extraordinary event warrants a reduction in the Contractor's Rates. 28 Liquidated Damages 28.1 Basis for Liquidated Damages The County and Contractor acknowledge and agree that it is difficult or impossible to accurately determine the amount of damages that would or might be incurred by the County due to those failures or circumstances described in this Section 28 and for which the Contractor would otherwise be liable. Therefore, the following administrative assessments shall constitute liquidated damages, not penalties, for the Contractor's breach of this Agreement. These administrative charges may be deducted from the County's payments to the Contractor. 28.1.1 Failure to clean up spilled liquids or material in compliance with the requirements in this Agreement within the deadlines set forth herein, after notification by the Director or a Customer. Each failure shall result in the imposition of a $250 assessment per event. 28.1.2 Failure or neglect to collect properly prepared Selid- Commercial Waste and Residential Waste, Yard Trash, or Program Recyclables from any Premises at those times provided by this Agreement, within the deadline set forth herein, after notification by the County or Customer. Each failure shall result in the imposition of a $100 fee. If the Contractor fails to meet the deadlines contained in this Agreement, each additional Day of delay after the initial violation shall result in the imposition of an addition $250 assessment. 28.1.3 Failure or neglect to correct chronic problems (chronic shall mean three (3) or more Legitimate Complaints at the same Premises within a twelve (12) month period) shall result in the imposition of a $250 assessment. The first assessment shall be imposed for the third Legitimate Complaint. Additional assessments may be imposed for each Legitimate Complaint thereafter. If the Contractor has more than five (5) chronic complaint problems within one Mmonth, there shall be an additional $500 assessment. 28.1.4 Failure or neglect to complete each street on a route (including missing whole or partial streets) on the regularly scheduled Collection Day, within 62 16C j the deadline set forth herein, shall result in the imposition of a $500 /street/day assessment. 28.1.5 Intentionally mixing Yard Trash, Program Recyclables, Selid Waste, Emlo,.+ro -ni , Eq ,;..., en Commercial Waste, Residential Waste or any other materials that are required to be collected separately, shall result in the imposition of a $1,000 assessment per occurrence. 28.1.6 Mixing Commercial and Residential GaFbage, Rubbish Waste or Yard Waste during Collection, without prior written approval from the Director, shall result in the imposition of a $1,000 assessment for each occurrence. 28.1.7 Failure to maintain a Collection vehicle or equipment in a clean and sanitary manner shall result in the imposition of an assessment of $100 per vehicle per day. 28.1.8 Mixing Commercial Recyclables and Residential Program Recyclables during Collection, unless prior approval for the mixing has been granted by the Director, shall result in the imposition of a $1,000 assessment for each occurrence. 28.1.9 Failure to resolve Legitimate Complaints, other than Missed Collections, within seven (7) Days of notification shall result in the imposition of a $250 per day assessment for each occurrence until such complaint is resolved to the satisfaction of the County. 28.1.10 Failure to timely file any report or document required herein shall result in the imposition of a $100 assessment for each Day that each report or document is late. 28.1.11 Failure to dispose of Residential Waste or Commercial Waste collected in the Contractor's Service District at a Designated Site shall result in the imposition of liquidated damages equal to the current tip fee at the Designated Site, plus twenty -five percent (25 %), for each ton disposed at non - Designated Site. 28.1.12 Failure or neglect to correct chronic equipment problems (chronic shall mean three (3) instances of the same or similar problem with the same equipment /truck within a twelve (12) month period) shall result in the imposition of a $250 assessment. The first assessment shall be imposed for the third problem. Additional assessments may be imposed for each problem thereafter. 28.1.13 Failure to properly and legibly label Recycling Containers, Commercial Containers and /or Roll Carts /Recycle Carts within five (5) Days of receiving notice from the Director, shall result in the imposition of a $100 assessment for each container not properly labeled. 28.1.14 If the Contractor fails to comply with any provision of this Agreement for which liquidated damages have not been specified in this Section 28.1, the County may impose a $200 assessment per occurrence per day. 28.1.15 Failure to have a vehicle operator properly licensed, or failure of the operator to carry his license while on duty, shall result in a $100 assessment per occurrence per day. 63 16C 1 28.1.16 Failure to maintain office hours in the manner specified in this Agreement shall result in a $100 assessment per occurrence per day. 28.1.17 Failure to replace or repair a damaged container as specified in this Agreement shall result in a $25 assessment per incident per location per day. 28.1.18 Failure to service a Legitimate Complaint within the specified time frame shall result in a $50 assessment per incident per day. 28.1.19 If the Contractor notifies the Director that a complaint has been resolved, when the complaint has not been resolved, there shall be a $200 assessment per incident. 28.1.20 Collections outside of the hours specified in this Agreement, without prior approval of the Director, shall result in a $100 assessment per incident per day. 28.1.21 Failure of personnel to treat customer(s) or their property in a professional manner shall result in a $15 assessment per incident. 28.1.22 Blocking driveways with personal sContainers or Recycling Bins shall result in the imposition of a $100 assessment per incident, per day. 28.1.23 Failure to provide timely promotional, educational materials and/or advertisements shall result in the imposition of a $1,000 assessment per event. 28.1.24 Failure to comply with the deadlines in Section 5.3 and 5.4 for the Transition Period shall result in an assessment of $1,000 per day, per incident. 28.2 Procedure for Assessing Liquidated Damages 28.2.1 Based upon an investigation, the Director shall determine whether liquidated damages shall be assessed against the Contractor. The Contractor shall not be required to pay liquidated damages in those cases where the delay or failure in the Contractor's performance was (a) excused in advance by the Director or (b) due to unforeseeable causes that were beyond the Contractor's reasonable control, and without any fault or negligence of the Contractor. 28.2.2 Prior to assessing liquidated damages, the Director shall provide written notice to the Contractor, indicating the County's intent to assess liquidated damages. 28.2.3 After receiving the Director's letter, Contractor shall have ten (10) Days to file a written letter of protest with the Director. 28.2.4 If a protest is timely filed, the matter shall be referred to the County Manager for resolution. The County Manager shall review the issues in a timely manner and then provide a written decision to the Contractor. 28.2.5 If the County Manager's decision is unacceptable, the Contractor shall have ten (10) Days to file a written petition with the Director for a hearing before the Board. Upon the timely filing of a petition, the Board shall provide the Contractor with an opportunity to be heard at a public meeting and then the Board shall notify the Contractor in writing of its decision concerning the 64 16 1 liquidated damages. The decision of the Board shall be final and non - appealable. 28.2.6 If a protest or petition is not timely filed by the Contractor, or if the Board concludes that liquidated damages should be assessed, the Director shall deduct the liquidated damages from the County's next payment to the Contractor for Collection Services. 28.2.7 The procedures in this Section 28 shall be used in lieu of the procedures in Section 30 to resolve disputes concerning liquidated damages. 29 Events of Termination 29.1 Failure to Fulfill Obligations of Agreement 29.1.1 The County may terminate this Agreement for Contractor's failure to fulfill a material obligation of the Agreement, including but not limited to: 29.1.1.1 Refusal to comply with any lawful order of the Board. 29.1.1.2 Failing to begin work within the time specified in this Agreement. 29.1.1.3 Failing to properly and timely perform work as instructed by the Director or as provided in this Agreement. 29.1.1.4 Willful delay in filing reports and audits. 29.1.1.5 Performing the work unsuitably or neglecting or refusing to correct such work as may be rejected as unacceptable, unsuitable or otherwise nonconforming or defective. 29.1.1.6 Discontinuing operations without authorization from the Director. 29.1.1.7 Failing to resume work that has been suspended within a reasonable time after being notified to do so. 29.1.1.8 Failing to obey any Applicable Law. 29.1.1.9 Willfully collecting any Rates, charges or fees for the Collection (including disposal costs) of SGI'd- Commercial Waste, Residential Waste or Recyclable Materials within the Contractor's Service District, when such sums are not approved by the Board, or are greater than the amounts approved by the Board. 29.1.1.10 Willfully circumventing Rates, charges or fees due for the Collection (including disposal costs) of SAW Commercial Waste, Residential Waste, Recyclable Materials, and Yard Trash within the Contractor's Service District. 29.1.1.11 Otherwise failing to perform or abide by the terms of this Agreement. 29.1.2 When any of the above reasons exist, the County Manager may terminate this Agreement, without prejudice to any other rights or remedies of the County, after giving the Contractor and the Contractor's surety, if any, written notice that the Contractor has seven (7) Days to cure the default. Contractor may be granted an extension of time to cure the default if it is not reasonably possible to comply within seven (7) Days. 29.1.3 If the Contractor fails to cure the default within seven (7) Days and the Agreement is terminated for failure to provide satisfactory performance, the 65 16C 1 Contractor shall be entitled to receive compensation for all reasonable and allocable services that were satisfactorily performed by the Contractor up to the date of termination. If the County terminates this Agreement because of the Contractor's default, the Contractor shall be liable for all excess costs that the County is required to expend to complete the work covered by this Agreement. 29.1.4 Except where otherwise specifically provided, the measure of damages to be paid by the Contractor to the County due to any failure by the Contractor to meet any of its obligations under this Agreement shall be the actual damages incurred by the County. 29.1.5 If the County terminates this Agreement because of a default by the Contractor, the Contractor shall be liable to the County for all actual damages incurred by the County as a result of the Contractor's default. The foregoing shall apply without regard to the County's rights pursuant to the Performance Bond. 29.1.6 If the Contractor has abandoned performance under this Agreement, then the County may terminate this Agreement three (3) calendar days after providing written notice to the Contractor of its intention to do so. The notice shall state the evidence indicating the Contractor's abandonment. For purposes of this paragraph, abandonment constitutes ceased operations for a period of time that results in failure to perform the terms of this Agreement. 29.2 Insolvency of Contractor Either the appointment of a receiver to take possession of all or substantially all of the assets of the Contractor, or a general assignment by Contractor for the benefit of creditors, or any action taken by or suffered by Contractor under any insolvency or bankruptcy act shall constitute a breach of this Agreement by Contractor. In such cases, the County may terminate this Agreement three (3) Days after giving notice to the Contractor of its intent. 29.3 Repeat Violations of Agreement If the Contractor's record of performance shows that the Contractor has frequently, regularly, or repetitively defaulted in the performance of any of the covenants, conditions, or requirements contained in this Agreement, and regardless of whether the Contractor has corrected each individual condition of default or paid liquidated damages, the Contractor shall be deemed a "habitual violator" and shall forfeit the right to any further notice or grace period to correct, and all of the prior defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. Under such circumstances, the Board shall issue the Contractor a final warning, citing the grounds therefore, and any single default by Contractor of whatever nature, subsequent to the issuance of the Board's notice, shall be grounds for immediate termination of this Agreement. In the event of any such subsequent default, the County may terminate this Agreement upon giving written notice to the Contractor, and termination shall be effective three (3) Days after the notice is delivered. All fees due to the Contractor hereunder, plus any and all charges and interest, shall be payable to the date of termination, and the Contractor shall have no further rights hereunder. Immediately upon receipt of the Board's final notice, the Contractor shall cease any further performance under this Agreement. M. 16C 29.4 In the event this Agreement is terminated, all liability of the County under this Agreement shall cease and the County shall have the right to utilize the Performance Bond, as necessary to obtain Collection Services from another Person. The Contractor shall reimburse the County for all direct and indirect costs the County incurs while obtaining interim Collection Service. 30 Dispute Resolution Process 30.1 The County and Contractor agree to cooperate and act in good faith at all times when dealing with each other. If a dispute arises between the parties, the parties shall attempt to resolve their differences quickly and informally. If they are unable to do so, they shall seek relief by the following the procedures in Section 30.8, below, or by initiating a non - binding mediation process, pursuant to Section 30.2 below. 30.2 ALL CLAIMS, DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATED TO THE PERFORMANCE, INTERPRETATION, APPLICATION OR ENFORCEMENT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PAYMENT AND CLAIMS FOR BREACH OF THIS AGREEMENT, SHALL BE REFERRED TO NON - BINDING MEDIATION BEFORE INITIATION OF ANY ADJUDICATIVE ACTION OR PROCEEDING, AT LAW OR IN EQUITY, UNLESS IT SHALL BE UNREASONABLE TO DO SO OR AN EMERGENCY SITUATION OR NECESSITY DICTATES OTHERWISE. ALL APPLICABLE STATUTES OF LIMITATION AND DEFENSES BASED ON THE PASSAGE OF TIME SHALL BE TOLLED WHILE THE MEDIATION PROCESS IS PENDING. THE PARTIES WILL TAKE ALL REASONABLE MEASURES NECESSARY TO EFFECTUATE SUCH TOLLING. 30.3 The Contractor and County agree to participate fully in the mediation process and conscientiously attempt to resolve their dispute. Except as provided below, each party shall bear its own expenses in connection with the mediation. Both parties shall pay equally for the services of the mediator. The mediation shall take place in Collier County, Florida. 30.4 Notwithstanding the foregoing, if either party terminates this Agreement for cause pursuant to Section 29, above, the terminating party shall have the right, in its sole discretion, to proceed directly with litigation of any claims or disputes relating to the termination for cause and may include other claims and disputes unrelated to the termination, and shall not be required to submit such claims or disputes to the mediation. 30.5 The parties agree that any claim filed in state or federal court concerning this Agreement shall be heard by a judge, sitting without a jury. 30.6 The County and the Contractor hereby knowingly, voluntarily, and permanently waive any right they may have to a jury trial concerning the performance, interpretation, application or enforcement of this Agreement. 30.7 In any litigation concerning this Agreement, the prevailing party shall recover its costs and reasonable attorney's fees from the non - prevailing party, including the fees and costs incurred in any trial, appeal, and mediation, if any, concerning the issue(s) in dispute. 30.8 When a dispute between the County and the contractor is pending or threatened, the Contractor shall attempt to resolve the dispute with the Director. If this attempt is unsuccessful, either party may initiate a non - binding mediation process, in accordance 67 1 16C 1 with the provisions of Section 30.2, above. In addition, at anything during the dispute resolution process, the Contractor may request the County Manager to consider the disputed issue. The Contractors written request shall be delivered to the Director and it shall describe the Contractors proposed solution for resolving the dispute. The Director and the County M4:Ranager may request, and the Contractor shall timely provide, any additional information that is reasonably necessary to evaluate the disputed issue and the Contractor's proposal. The County Manager shall fully and fairly consider the Contractor's proposal in a timely manner. Upon request, the County Manager shall meet with the Contractor and discuss its proposal. If the County Manager rejects the Contractor's proposal in whole or part, the Contractor may submit a written request to the County Manager for an opportunity to present its proposed solution to the Board. Thereafter, the Contractor shall be allowed to present its proposal to the Board at a duly noticed public meeting. The Board may accept or reject the Contractor's proposal, or take other action that the Board deems appropriate, in the Board's sole discretion. 31 Operations During a Dispute If a dispute arises between the County, the Contractor, or any other party concerning the Contractor's performance under this Agreement, the Contractor shall continue to perform its duties in strict compliance with the terms and conditions of this Agreement, regardless of the pending dispute. 32 Waiver Unless otherwise specifically provided by this Agreement, no delay or failure to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof, but such right may be exercised from time to time and as often as deemed expedient. The failure of the County or Contractor at any time to require performance by the other party of any term in this Agreement shall in no way affect the right of the County or Contractor thereafter to enforce same; nor shall waiver by the County or Contractor of any breach of any term of this Agreement be taken or held to be a waiver of any succeeding breach of such term or as a waiver of any term itself. To be effective, any waiver shall be in writing and signed by the party granting such waiver. Any such waiver shall be limited to the particular right so waived and shall not be deemed to waive any other right under this Agreement. 33 Notice of Communications to Director or District Manager All notices, requests, authorizations, approvals, protests, petitions, and payments provided for herein shall be in writing. Such documents shall be either (a) hand delivered, (b) mailed by registered or certified mail (postage prepaid), return receipt requested, or (c) sent by telecopy, and addressed as shown below. The documents shall be deemed to have been duly delivered when personally delivered, or when transmitted by telecopier and receipt is confirmed by telephone, or when delivered by U.S. Mail or courier service, as shown by the return receipt. If to the County (Director): Public Utilities Operations Support Director Collier County Government Center .: 16C 1 3301 East Tamiami Trail, Building H, Third Floor Naples, Florida 34112 If to the Contractor (District Manager): Immokalee Disposal Company, INC. Attention: District Manager 120 Jefferson Ave W Immokalee, Florida 34142 Both parties reserve the right to designate a different representative or representatives in the future, or to change the address(es) for notice, by providing written notice to the other party of such change. 34 Permits and Licenses Contractor, at its sole cost and expense, shall obtain and maintain throughout the term of this Agreement all permits, licenses and approvals necessary or required for Contractor to perform the work and services described herein. 35 Compliance with Laws and Regulations Contractor agrees that, in the performance of its work and services under this Agreement, Contractor shall qualify under and at all times comply with all Applicable Laws now in effect and hereafter enacted during the term of this Agreement, which are applicable to Contractor, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. 36 Equal Opportunity Employment Contractor agrees that it shall not discriminate against any employee or applicant for employment for work under this Agreement because of handicap, race, color, religion, sex, age, or national origin and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment by Contractor without regard to race, color, religion, sex, age or national origin. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. Contractor agrees to furnish the County with a copy of its Affirmative Action Policy. A copy of the policy shall be submitted to the Director at least thirty (30) calendar days before the Commencement Date. 37 Indemnification and Hold Harmless The Contractor hereby covenants and agrees to defend fully, protect, indemnify and hold harmless the County from and against each and every claim, demand or cause of action and any and all liability, cost, expense (including by not limited to reasonable attorneys' fees, costs and expenses incurred in defense of the County, even if incident to appellate, post- .• 16C 1 judgment or bankruptcy proceedings), damage or loss in connection therewith which may be made or asserted by the Contractor, the Contractor's employees or agents, or any third parties (including but not limited to the County) on account of personal injury, death, damage or property damage caused by, arising out of or in any way incidental to or in connection with its performance under this Agreement. At the election of the County, the Contractor shall contest and defend the County against any such claims of liability against the County. The County shall in any event, have the right, through counsel of its choice, to control the defense or response to any such claim to the extent it could affect the County financially. This indemnification shall also include any claim or liability arising from or in any way related to actual or threatened damage to the environment, agency costs by investigation, personal injury or death, or damage to property, due to a release, alleged release, or improper handling by Contractor of Hazardous Waste, Biomedical Waste, Biological Waste, infectious waste or Sludge, regardless of the merits of the claim. Only those matters which are determined by a final, non - appealable judgment to be the result of the negligence of the County or the negligence of a third party who is not an agent, employee, invitee, or subcontractor of the Contractor shall be excluded from the Contractor's duty to indemnify the County, but only to the extent of negligence of the County or such third party. For the purpose of this Section 37, the term "County" shall be deemed to include the County Commissioners and the County's agents, employees and affiliates. For purposes of this indemnification, "claims" shall mean and include all obligations, actual and consequential damages, and costs reasonably incurred in the defense of any claim against the County, including, but not limited to, reasonable accountants', attorneys', attorney assistants' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. The County shall have the right to defend any such claim against it in such manner as the County deems appropriate or desirable in its sole discretion. This indemnity shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. 38 Employee Status Persons employed by the Contractor in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the County's officers and employees, either by operation of law or by the County's actions. 39 Severability If any portion of this Agreement is declared invalid, illegal, void or unenforceable, such portion shall be considered severable, and the remaining portions shall not be affected, but will remain in full force and effect. This Agreement shall be construed as if such invalid, illegal, void or unenforceable provision had never been contained herein. 40 Force Majeure 40.1 Inability to Perform Except for any payment obligation by either party, if the County or Contractor is unable to perform, or is delayed in its performance of any of its obligations under this Agreement by reason of any event of force majeure, such inability or delay shall be excused at any time during which compliance is prevented by such event and during 70 16C 1 A. such period thereafter as may be reasonably necessary for the County or Contractor to correct the adverse effect of such event of force majeure. 40.2Events of Force Maieure An event of "force majeure" shall mean the following events or circumstances to the extent that they delay the County or Contractor from performing any of its obligations (other than payment obligation) under this Agreement: 40.2.1 An Act of God, tornado, hurricane, flood, fire, explosion (except those caused by negligence of Contractor, its agents, and assign), landslide, earthquake, epidemic, and extremely abnormal and excessively inclement weather. 40.2.2 Acts of public enemy, acts of war, terrorism, insurrection, riots, civil disturbances, or national or international calamities. 40.2.3 Suspension, termination or interruption of utilities necessary to the Contractor's operation or duties under this Agreement. 40.2.4 Any act, event, or condition which is determined by mutual agreement of the County and the Contractor to be of the same general type as the events of force majeure identified in the preceding paragraphs. 40.2.5 Labor disputes, labor shortages, changing economic conditions, and the economic hardship of the Contractor shall not be considered an event of force majeure. 40.3 Written Notification To be entitled to the benefit of this Section 40, a party claiming an event of force majeure shall give prompt written notice to the other party, specifying in detail the event of force majeure, and diligently proceed to correct the adverse effect of any force majeure. The parties agree that, as to this Section 40, time is of the essence. 41 Governing Law and Venue The laws of the State of Florida shall govern the rights, obligations, duties and liabilities of the parties of this Agreement and shall govern the interpretation of this Agreement. Any and all legal actions necessary to enforce this Agreement shall be held and maintained solely in Collier County, Florida. 42 Modification to the Agreement This Agreement constitutes the entire Agreement and understanding between the parties hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the parties hereto. 42.1 County Power to Modify The Board shall have the power to make changes in this Agreement relative to the scope and methods of providing Collection Services, when the Board deems it necessary and desirable for the public welfare. The Director shall give the Contractor notice of any proposed change and an opportunity to be heard concerning any relevant matters. The County and Contractor agree to enter into good faith negotiations to modify this Agreement and the Rates, as necessary. The scope and method of providing Collection Services, as referenced herein, shall be liberally 71 16C 1 .- 1 construed to include, but not limited to the manner, procedures, operations and obligations, financial or otherwise, of the Contractor. 42.2 Chancres in Law The County and the Contractor understand and agree that changes in the Applicable Laws may require changes or modifications in some of the conditions or obligations of this Agreement. In the event any future change in any Applicable Law materially alters the obligations of the Contractor or the County, then the provisions and Rates in this Agreement may need to be modified. The County and Contractor agree to enter into good faith negotiations regarding modifications to this Agreement, which may be required in order to implement changes in the interest of the public welfare or due to a change in law. 43 Independent Contractor When performing the activities required by this Agreement, the Contractor will be acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer or associate of the County. Neither the Contractor nor any i# of its employees, officers, agents or subcontractors shall represent, act, or purport to act, or be deemed to be the agent, representative, employee, or servant of the County. The Contractor shall have no authority to bind the County to any agreement or contract. 44 All Prior Agreements Superseded This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained herein. Accordingly, it is agreed that no deviation from the terms of this Agreement shall be predicated upon any prior representations or agreements, whether oral or written. This Agreement shall supersede all prior agreements between the parties regarding the matters addressed herein. 45 Headings Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement. 46 Survivability Any term, condition, covenant, or obligation which requires performance by a party subsequent to termination of this Agreement shall remain enforceable against such party subsequent to such termination. 72 lb iG 47 Fair Dealing The Contractor declares and warrants that the Contractor enters into the Agreement without reliance on or engaging in any collusion, bribery or fraud, that all of the Contractor's representations in this Agreement are made fairly and in good faith, and that no County Commission member, County officer, or County employee, directly or indirectly owns more than 1% of the total assets or capital stock of the Contractor, nor will any such person directly or indirectly benefit by more than 1% from the profits or emoluments of this Agreement, nor has the Contractor provided any gift to any such person or their family. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this contract and the Contractor has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift or any other compensation contingent upon or resulting from the award or making of this contract. Further, the Contractor declares and warrants that the Contractor is not subject to the restrictions in Sections 287.133 and 287.134, Florida Statutes, for a public entity crime. 48 Sovereign Immunity Nothing in this Agreement shall be interpreted or construed to mean that the County waives its common law sovereign immunity or the limits on liability set forth in 768.28, Florida Statutes. 49 Construction of Agreement Both parties acknowledge that they have had meaningful input into the terms and conditions contained in this Agreement. Therefore, any doubtful or ambiguous provisions contained herein shall not be construed against the party that physically prepared this Agreement. The rule sometimes referred to as "Fortius Contra Proferentum" shall not be applied to the interpretation of this Agreement. 50 Terms Generally Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular shall include the plural and vice versa. Unless otherwise specifically noted, the words "include," and "including" as used herein shall be deemed to be followed by the phrase "without limitation." The words "agree," "consent," and "approval" as used herein shall be deemed to be followed by the phrase "which shall not be unreasonably withheld or delayed ", except as specifically noted. Words or phrases which are defined herein by reference to a statute, rule or regulation shall have the meaning ascribed to such word or phrases as of the Effective Date, without regard to subsequent changes in such statutes, rules or regulations, except where this Agreement expressly provides otherwise. The word "shall" is always mandatory and not merely discretionary. 73 16C 1 51 Remedies Not Exclusive The remedies specified in this Agreement shall supplement, and not be in lieu of, any other remedies provided at law or in equity. The payment of any liquidated damages by the Contractor shall not constitute a defense for the Contractor, nor an election of remedies by the County, nor serve as the basis for a claim of estoppel against the County, nor prevent the County from terminating this Agreement. The County's decision to refrain from assessing liquidated damages, or suspending or terminating this Agreement, or seeking any other relief from any failure in the Contractor's performance, shall not constitute a waiver of the County's right to pursue any other remedy or a waiver of its right to pursue a remedy for any future failure by the Contractor. No remedy conferred by this Agreement is intended to be exclusive of any other remedy. Each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 74 16G Exhibit IX Emergency Call Process Choice Environmental Services of Collier, Inc. The first member of Choice's staff to be advised of an emergency occurring with Collier County's District 2 Service Area is the Operations Manager. Main Contact Robert Grassi Home Phone: 239 - 793 -7774 Cell Phone: 239 - 248 -7413 Back -up Contact James Wheatley Home Phone: 239 - 732 -7198 Cell Phone: 239 - 784 -2061 e -mail Address: robg( immokaleedisposal.net e-mail Address: jwheatleyidcCa�aol.com When notifying the Operations Manager, the following information should be provided: -Type of Emergency -Exact location or timeline of the emergency -Steps that have been taken by County Staff -Name of informant The Operations Manager receiving the call will assume the role of communications and will notify: - Emergency Services (if Applicable) -Field Supervisor -Office Staff -All Choice Personnel The Operations Manager will note the times of the initial report and subsequent notification The Field Supervisor will proceed to the area of concern and monitor Choice's response. The Operations Manager will communicate with the County Agencies to address all concerns and manners of response. Upon termination of the emergency, the Operations Manager will confer with the County Agency for de- briefing. 75 16C 1 Exhibit II Contract Amendment #2 Franchise Agreement Between Collier County and Choice Environmental Services of Collier, Inc. for Solid Waste, Recyclable Materials and Yard Trash Collection Services. EXHIBIT VII MONTHLY RESIDENTAL COLLECTION TONNAGE Provided below are the average tonnages per month of residential solid waste, yard waste, tires and white goods collected in Service Districts I and II. Tonnages are an average of 4 fiscal years (FY2005, 2006, 2007, and 2008) Service District I Month Solid Waste Tonnage Yard Waste Tonnage Tires Each White Goods Tonnage October 7,941.598 762.965 396 134.748 November 8,456.640 729.045 350 109.855 December 8,243.550 591.543 320 124.855 January 8,864.255 689.670 286 125.275 February 7,715.663 581.265 268 101.078 March 8,689.630 719.408 391 137.118 April 8,238.325 758.293 412 107.960 May 8,024.513 768.755 380 95.380 June 7,862.563 771.628 322 106.915 July 7,686.718 777.610 1 320 92.840 August 7,657.178 877.170 309 95.298 September 7,272.548 842.973 324 105.883 Service District II Month • Solid Waste Tonnage Yard Waste Tonnage Tires Each White Goods Tonnage October 772.470 18.555 176 14.428 November 807.820 10.433 159 16.705 December 875.108 14.498 191 14.715 January 916.018 17.363 167 13.090 February 840.980 16.808 173 12.660 March 846.920 23.300 176 12.683 April 884.120 14.258 107 9.823 May 954.375 22.448 104 13.330 June 894.483 16.083 122 10.068 July 815.340 14.258 94 9.455 August 802.765 18.215 104 11.208 September 738.558 17.570 108 9.573 Page 1 of 1 M-1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL, DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNA'T'URE (Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #I through 44 as appropriate for additional signatures, dates, and /or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line through routing lines #1 through 44, complete the .,A F .A *. Q� A 170 n /limp f151 ---- --- --- ---- - -- - -- -- - - - -. - , Route to Addressee(s) (List in routing order) Office Initials Date Agenda Date Item was �C� r ' { 2 Agenda Item Number r (+D 02 2.. v :.T �'' 3. 4we�,,&6W-r> Number of Original 4. by the Office of the County Attorney. This includes signature pages from ordinances, Documents Attached 5. _6uc--Himai*, Executive Manager I �tri BTU- ttru--- Board of County Commissioners i3 a°1 PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending 13CC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing information. All original documents needing the BCC Chairman's sib nature are to he delivered to the BCC off ice only after the BCC has acted to approve the Name of Primary Staff Contact I !3,0(: cA d` We ck Phone Number --7 � �� 5Z 3 I Agenda Date Item was �C� r ' { 2 Agenda Item Number r (+D 02 Approved b the BCC v :.T �'' Type of Document 4we�,,&6W-r> Number of Original Attached by the Office of the County Attorney. This includes signature pages from ordinances, Documents Attached 1NS1'RIICTI0NS & CHECKLIST C Fomis/ County Forms/ BCC Forms / Original Documents Routing Slip WWS Original 9.03.04 Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. (Initial) Applicable) I . Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike - through and revisions have been initialed by the County Attorney's Office and all other parties except the BCC Chairman and the Clerk to the Board 3. Tile Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. C7 1 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 17 1 5. In most cases (some contracts are an exception), the original document and this routing slip should be provided to Sue Filson in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! C Fomis/ County Forms/ BCC Forms / Original Documents Routing Slip WWS Original 9.03.04 16C 1 MEMORANDUM Date: October 14, 2008 To: Linda Best, Solid Waste Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract Amendment #2 Waste Management Inc. of Florida "Solid Waste, Recyclable Materials, and Yard Trash Collection Services" Enclosed please find one (1) original work order agreements, as referenced above, (Agenda Item #16C1) approved by the Board of County Commissioners on Tuesday, October 13, 2009. The Finance Department and the Minutes & Records Department have retained the remaining original agreements. If you should have any questions, please contact me at 252 -7240. Thank you. Enclosures (1) Contract Amendment #2 16C 1 r "Franchise Agreement Between Collier County and Waste Management Inc. of Florida for Solid Waste, Recyclable Materials, and Yard Trash Collection Services" This amendment, dated 0" 13► 2009 to the referenced agreement shall be by and between the parties to the original Agreement, Waste Management Inc. of Florida (to be referred to as "Contractor ") and Collier County, Florida, (to be referred to as "Owner "). Statement of Understanding RE: Franchise Agreement Between Collier County and Waste Management Inc. of Florida for Solid Waste, Recyclable Materials, and Yard Trash Collection Services In order to continue the services provided for in the original Contact document referenced above, the Contractor agrees to amend the above referenced Contract as follows: To provide for language, process clarifications and updates to the Franchise Agreement to ensure the Agreement is in alignment with current business practices and to ensure best practices and services for Collections in Collier County as per Exhibit 1 attached and made an integral part of this Amendment. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Contractor and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. / Accepted:_ ('�24nk - (aJ 2009 CONTRACTOR: Waste Management Inc. of Florida OWNER: BOARD OF CONY COMMISSIONERS By: ( N \ \-7 \ �"' COLLIER COU. � Y, FLORIDA, ¢" Print Name and Title Donna ialF' a, Chairman Witness: By: Print Name and Title ATTEST: Wight E. Brock Cler " "A to 64 � '6A"#w%* *r' m and legal sufficiency Assistant ounty Attorney , ,:.Nv:�%y� 2 L Wk-gjL- Print Name and Title REV BY :' , By: , a Jacks REVI BY: DE RT NT D By: Daniel R. I Compliance Manager REVIEWED BY: f � UTILITY BILLING AND CUSTOMER SERVICE MANAGERI (lone REVIEWP BY: CONTRACT SPECIALIST By :�,-A (1-.- it'- i Uk__- Dianna Perryman 16c 1 ', Exhibit 1 Contract Amendment #2 Franchise Agreement Between Collier County and Waste Management Inc. of Florida for Solid Waste, Recyclable Materials and Yard Trash Collection Services. Note: Words StFUGk hrough have been deleted, words underlined have been added. FRANCHISE AGREEMENT BETWEEN COLLIER COUNTY l WASTE MANAGEMENT INC. OF FLORIDA SOLID WASTE, RECYCLABLE MATERIALS, AND YARD TRASH COLLECTION SERVICES 16C j Franchise Agreement for Solid Waste, Recyclable Materials, and Yard Trash Collection Services TABLE OF CONTENTS 1 Definitions .......................................................................................... ............................... 2 Exclusive Franchise and Term ........................................................... ............................... 2.1 Exclusive Franchise Granted .................................................. ............................... 2.2 Term of Franchise Agreement ................................................ ............................... 2.3 Renewal Option ...................................................................... ............................... 2.4 Termination of Collection Service Under Existing Agreement ........................... 3 Agreement Documents ....................................................................... ............................... 3.1 Agreement Documents ........................................................... ............................... 3.2 Conflicts Between Agreement Documents .............................. ............................... 4 Service District ................................................................................... ............................... 5 General Provisions ............................................................................. ............................... 5.1 County Vision, Mission, and Value Statements ....................... ............................... 5.2 General Description of Collection Services ............................. ............................... 5.3 Transition Prior to Commencement Date ................................ ............................... 5.4 Transition Prior to Expiration of this Agreement ...................... ............................... 5.5 Hours and Days of Collection Service ..................................... ............................... 5.6 Routes and Schedules ............................................................ ............................... 5.7 Changes to Routes and Schedules ......................................... ............................... 5.8 Addition of New Customers to Customer List .......................... ............................... 5.9 Holidays .................................................................................. ............................... 5.10 General Collection Procedures ............................................... ............................... 5.11 Mixing Loads of Materials ....................................................... ............................... 5.12 Non - Collection Procedures ..................................................... ............................... 5.13 Missed Collection Procedures ................................................. ............................... 5.14 Protection of Private and Public Property ................................ ............................... 5.15 Access to Streets and Collection Containers .......................... ............................... 5.16 Designated Sites ..................................................................... ............................... 16C ], 5.17 Spillage and Litter ................................................................... ............................... 5.18 Exempt Materials .................................................................... ............................... 5.19 Safety Program ....................................................................... ............................... 5.20 Collection Plan ........................................................................ ............................... 5.21 Ownership of Solid Waste and Program Recyclables ............. ............................... 5.22 Compaction of Program Recyclables ...................................... ............................... 5.23 Sale of Program Recyclables .................................................. ............................... 5.24 Disposal of Recyclable Materials ............................................ ............................... 6 Set Out Procedures ............................................................................ ............................... 6.1 Residential Customers ............................................................ ............................... 6.2 Commercial Customers .......................................................... ............................... 6.3 Residential and Commercial Customers ................................. ............................... 7 Residential Collection Service ............................................................ ............................... 7.1 Basic Collection Service and Collection Frequency ................ ............................... 7.2 Supplemental Collection Services ........................................... ............................... 8 Multi - Family Collection Service ........................................................... ............................... 9 Commercial Collection Service ........................................................... ............................... 9.1 Basic Collection Service and Collection Frequency ................ ............................... 9.2 Supplemental Collection Services ........................................... ............................... 9.3 Commercial Recycling Services .............................................. ............................... 9.4 Contract for Commercial Collection Service ............................ ............................... 9.5 Termination of Commercial Collection Service ........................ ............................... 10 Collection Containers ......................................................................... ............................... 10.1 Provision of Containers for Residential Waste. and Yard Trash ............................. 10.1.1 Curbside Containers ................................................... ............................... 10. 1.2 Residential Recycling Bins and Recycling CartsCarts . ............................... 10.1.3 Commercial Containers ............................................... ............................... 10.2 Ownership of Containers. . ..................................................................................... 10.3 Technical Specifications for Containers .................................. ............................... 10.4 Delivery of Containers ............................................................. ............................... 10.5 Maintenance of Containers ..................................................... ............................... 10.6 Repair and Replacement of Containers .................................. ............................... 10.7 Storage and Recycling Bins ........................................ ............................... 11 Vehicles and Equipment ..................................................................... ............................... 11.1 General Provisions ................................................................. ............................... 12 13 14 15 16 16C 1 11.2 Ancillary Equipment ................................................................ ............................... 11.3 Reserve Vehicles and Equipment ........................................... ............................... 11.4 Maintenance and Condition .................................................... ............................... 11.5 Identification ........................................................................... ............................... 11.6 Compliance with the Law ........................................................ ............................... 11.7 County's Right to Inspect Vehicles .......................................... ............................... 11.8 Storage and Repair ................................................................. ............................... Employeesand Supervisors ............................................................... ............................... 12.1 District Manager ...................................................................... ............................... 12.2 Field Supervisor ...................................................................... ............................... 12.3 Employee Conduct ................................................................. ............................... 12.4 Employee Appearance and Identification ................................ ............................... 12.5 Removal of Employees ........................................................... ............................... 12.6 Employee Training and Licenses ............................................ ............................... LocalOffice ........................................................................................ ............................... Handlingof Complaints ...................................................................... ............................... CustomerDispute Resolution ............................................................. ............................... Record Keeping and Reporting .......................................................... ............................... 16.1 Record Keeping ...................................................................... ............................... 16.1.1 Equipment Maintenance Log ....................................... ............................... 16.1.2 Non - Collection Notice Log .......................................... ............................... 16.1.3 Legitimate Complaint Log ........................................... ............................... 16.1.4 Program Recyclables Log ........................................... ............................... 16.1.5 White Goods Log ........................................................ ............................... 16.1.6 Tire Collection Log ...................................................... ............................... 16.1.7 Battery Collection Loa .................................... ............................... 46. 1.716.1.8 Bulk Waste Log ..................................... ............................... 16.1.916.1.9 Electronic Equipment Log ....................... ............................... 16.1,916.1.10 Contractors logs 46.4- 1816.1.11 General format Contractors logs 16.2 Operational MORthl Report ..................................................... ............................... 16.3 Annual Report ......................................................................... ............................... 16.4 Other Reports, Documents and Notifications .......................... ............................... 16.4.1 Residential Recycling Participation Report .................. ............................... 16.4.2 Updates to Safety Plan ............................................... ............................... iv 1(,C 1 16.4.3 Accidents and Property Damage ................................. ............................... 16.5 General Record Keeping and Reporting Requirements .......... ............................... 17 Education, Promotion and Public Awareness ..................................... ............................... 17.1 Participation in County Activities ............................................. ............................... 17.2 Usage of County Themes and Logos ...................................... ............................... 17.3 Distribution of Information with Recycling Containers ............. ............................... 17.4 Distribution of Information to Commercial Customers ............. ............................... 17.5 Production and Distribution of Promotional and Educational Material .................... 17.6 Public Notices Concerning Changes in Collection Services .... ............................... 18 Changes to Services .......................................................................... ............................... 18.1 Addition or Deletion of Recyclable Materials ........................... ............................... 18.2 Recycling Facility in Collier County ......................................... ............................... 18.3 Provision of Service Upon Termination ................................... ............................... 18.4 Collection and Processing of Commercial Organics ......... ............................... 19 Additional Services ............................................................................ ............................... 19.1 Commercial Waste Reduction ................................................. ............................... 19.2 Community Service ................................................................. ............................... 19.3 Pilot Studies ............................................................................ ............................... 19.4 Electronic Equipment .............................................................. ............................... 20 Emergency Situations and Disaster Debris ......................................... ............................... 20.1 Use of Contractor Services ..................................................... ............................... 20.2 Variance in Routes and Schedules ......................................... ............................... 20.3 Contingency Plan .................................................................... ............................... 20.4 Emergency Management /Disaster Meetings ........................... ............................... 21 Insurance ........................................................................................... ............................... 21.1. Requirements for Insurance Carriers 21.2 Workers Compensation Insurance .......................................... ............................... 21.3 Commercial General Liability .................................. ............................... ................ 21.4 Automobile Liability .............................................. ............................... ................... 21.5 Umbrella Liability .................................................................... ............................... 21.6 Hazardous Waste Insurance ................................................... ............................... 21.6.1 Contractor's Pollution Liability ..................................... ............................... 21.6.2 Asbestos Liability ........................................................ ............................... 21.6.3 Hazardous Waste Disposal ......................................... ............................... 21.6.4 Hazardous Waste Transportation ................................ ............................... 0 16C 7, 21.6.5 Certificates of Insurance ............................................. ............................... 21.7 General Insurance Requirements ........................................... ............................... 22 Performance Bond ............................................................................. ............................... 23 Assignment and Subletting ................................................................. ............................... 24 Transfer of Ownership ........................................................................ ............................... 25 Payment for Services and Administrative Fees .................................. ............................... 25.1 Prohibitions on Payments ....................................................... ............................... 25.2 County's Obligation to Pay for Residential Collection Service . ............................... 25.3 Procedure for Payment of Residential Service ........................ ............................... 25.4 Adding New Residential Customers ........................................ ............................... 25.5 Removing Residential Customers ........................................... ............................... 25.6 Overpayments and Underpayments for Residential Service ... ............................... 25.7 Payments for Commercial Service .......................................... ............................... 25.8 County Billings for Commercial Service .................................. ............................... 25.9 Administrative Fees ................................................................ ............................... 26 Rates 26.1 Standard Rates ....................................................................... ............................... 26.2 Special Rates for Emergency Situations and Disaster Debris . ............................... 27 Rate Adjustment ................................................................................. ............................... 27.1 Annual CPI Rate Adjustments to Collection Rates .................. ............................... 27.2 Adjustments to Commercial Disposal Rates ........................... ............................... 27.3 Changes Imposed by Law ...................................................... ............................... 27.4 Extraordinary Rate Adjustment ............................................... ............................... 27.5 Rate Reductions ..................................................................... ............................... 28 Liquidated Damages .......................................................................... ............................... 28.1 Basis for Liquidated Damages ................................................ ............................... 28.2 Procedure for Assessing Liquidated Damages ....................... ............................... 29 Events of Termination ........................................................................ ............................... 29.1 Failure to Fulfill Obligations of Agreement ............................... ............................... 29.2 Insolvency of Contractor ......................................................... ............................... 29.3 Repeat Violations of Agreement ............................................. ............................... 30 Dispute Resolution Process ............................................................... ............................... 31 Operations During a Dispute .............................................................. ............................... 32 Waiver ............................................................................................... ............................... 33 Notices and Communications to Director and District Manager .......... ............................... vi 16,C 1 34 Permits and Licenses ......................................................................... ............................... 35 Compliance with Laws and Regulations ............................................. ............................... 36 Equal Opportunity Employment .......................................................... ............................... 37 Indemnification and Hold Harmless .................................................... ............................... 38 Employee Status ................................................................................ ............................... 39 Severability ......................................................................................... ............................... 40 Force Majeure .................................................................................... ............................... 40.1 Inability to Perform .................................................................. ............................... 40.2 Events of Force Majeure ......................................................... ............................... 40.3 Written Notification .................................................................. ............................... 41 Governing Law and Venue ................................................................. ............................... 42 Modification to the Agreement ............................................................ ............................... 42.1 County Power to Modify .......................................................... ............................... 42.2 Changes in Law ...................................................................... ............................... 43 Independent Contractor ...................................................................... ............................... 44 All Prior Agreements Superseded ...................................................... ............................... 45 Headings ............................................................................................ ............................... 46 Survivability ........................................................................................ ............................... 47 Fair Dealing ........................................................................................ ............................... 48 Sovereign Immunity .......................................................................... ............................... 49 Construction of Agreement ................................................................ ............................... 50 Terms Generally ................................................................................. ............................... 51 Remedies Not Exclusive ..................................................................... ............................... vii 16C 1 Franchise Agreement for Solid Waste, Recyclable Materials, and Yard Trash Collection Services This Franchise Agreement ( "Agreement ") for Solid Waste, Recyclable Materials, and Yard Trash Collection Services is made and entered into this 8t' day of February 2005 by and between Collier County, a political subdivision of the State of Florida (hereinafter referred to as "County "), and Waste Management Inc. of Florida (hereinafter referred to as the "Contractor "). WITNESSETH: WHEREAS, Sections 125.01 (1) and Chapter 403, Florida Statutes, grant the Board of County Commissioners of Collier County (the "Board ") the authority to regulate Solid Waste Collection and disposal services in the County; and WHEREAS, Chapter 403, Florida Statutes, grants the Board the authority to implement a comprehensive recycling program; and WHEREAS, the Contractor has sufficient resources to provide the Collection Services sought by the County; and WHEREAS, the Contractor currently provides satisfactory Collection Services for the County pursuant to another agreement; and WHEREAS, the County desires to use the Contractor's services and the Contractor desires to provide Collection Services, subject to the terms and conditions contained in this Agreement; and WHEREAS, the Board finds that granting an exclusive franchise for Collection Services is in the public interest, and protects the public health, safety, and general welfare of those to be served by the Contractor, and that the Contractor should be granted an exclusive franchise for the Collection Services required by this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the County and the Contractor mutually undertake, promise and agree for themselves, their successors and assigns that they shall be bound by and shall strictly comply with the following provisions of this Agreement: 16C 1 a% 1 Definitions For the purposes of this Agreement, the definitions contained in this Section 1 shall apply unless otherwise specifically stated. If a word or phrase is not defined in this Section 1, the definition of such word or phrase in the Code of Laws and Ordinances of Collier County, Florida, shall apply. 1.1 Agreement: this Franchise Agreement for Solid Waste, Recyclable Materials, and Yard Trash Collection Services. 1.2 Agreement Year: twelve (12) consecutive months, beginning on the Commencement Date (October 1, 2005), and every twelve (12) months thereafter for the term of this Agreement. 1.3 Applicable Law: any local, state or federal statute, law, constitution, charter, ordinance, judgment, order, decree, permit, rule, regulation, directive, policy, standard or similar binding authority, or a judicial or administrative interpretation of any of the same, which are in effect or are enacted, adopted, promulgated, issued or enforced by a governmental body during the term of this Agreement, and relate in any manner to the performance of the County or Contractor under this Agreement. 1.4 Audited Financial Statement: a collection of the following as they are defined by the American Institute of Certified Public Accountants: accountants' report (opinion), balance sheet, profit /loss statement, changes in financial position /cash flow statement, notes to the financial statement, accountants' report on supplemental information and supplemental information. 1.5 Back Door Service: the Collection of Solid Waste or Recyclable Materials on a Residential Customer's property at a location that is not Curbside. 1.6 Biological Waste: those wastes that cause or have the capability of causing disease or infection including, but not limited to, Biomedical Waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals. This term does not include human remains that are disposed of by Persons licensed under Chapter 470, Florida Statutes. 1.7 Biomedical Waste: any solid or liquid waste which may present a threat of infection to humans, including non - liquid tissue, body parts, blood, blood products, and body fluids from humans and other primates; laboratory and veterinary wastes which contain human disease - causing agents; and discarded sharps. The following are also included: (a) used absorbent materials saturated with blood, blood products, body fluids, or excretions or secretions contaminated with visible blood; (b) absorbent materials saturated with blood or blood products that have dried; and (c) non - absorbent, disposable devices that have been contaminated with blood, or body fluids or secretions or excretions visibly contaminated with blood, if the devices have not been treated by an approved method. 1.8 Board: the Board of County Commissioners of Collier County, Florida. 1.9 Bulk Waste: any large discarded household item that cannot be placed in a Curbside Container because of its size, volume, shape or weight. Bulk Waste includes, but is not limited to, sofas, tables, sinks, toilets, other fixtures, furniture, ladders, and carpet. Bulk Waste does not include White Goods, Electronic Equipment, or Extraordinary Waste. 16C 1 1.10 Certificate of Occupancy: a document issued by the County certifying that a newly constructed building has been constructed in compliance with County specifications, and is suitable for use. 1.11 Collection: the process of picking up, transporting, and dropping off Residential Waste and Commercial Waste at the Designated Sites; or the process of picking up, transporting, and dropping off Exempt Materials at a licensed disposal site or Recycling Facility. 1.12 Collection Containers: Curbside Containers, Commercial Containers, Recycling Bins, Recycling Carts, and/or Commercial Recycling Containers. 1.13 Collection Plan: the document prepared by the Contractor and submitted to the Director that describes how the Contractor will provide Collection Service in accordance with the provisions of this Agreement. 1.14 Collection Service: Residential Collection Service and /or Commercial Collection Service. 1.15 Commencement Date: October 1, 2005, which is the date when the Contractor shall begin providing Residential Collection Service and Commercial Collection Service pursuant to the requirements of this Agreement. 1.16 Commercial Collection Service: (a) the Collection of Commercial Waste from Commercial Customers; (b) the Collection of Commercial Recyclables, if the Contractor has a contract with the Commercial Customer for such service; and (c) the Collection of Residential Waste from a Person that occupies a Multi - Family Residence, uses a Commercial Container, and does not receive Collection Service at Curbside. 1.17 Commercial Container: a dumpster, temporary roll -off container, compactor, Roll Carts or other container; eXGept a Roll GaFt, that is approved by the Direste f �Director for the Collection of - Residential and Commercial Waste or Recyclable Materials from Commercial Customers. 1.18 Commercial Customer: Any Person that uses the Contractor's services for the Collection of Commercial Waste. 1.19 Commercial Lawn Care Service: a Person that provides lawn and garden maintenance services for remuneration. This definition includes landscapers. 1.20 Commercial Organics: Organic Waste that is segregated from Commercial Waste for recycling or other beneficial uses. 1.21 Commercial Real Property: real property located in Service District I that is not classified as Residential Real Property. Commercial Real Property includes property used primarily for: (a) commercial purposes, such as hotels, motels, stores, restaurants, theaters, service stations, and recreational vehicle parks; (b) institutional purposes, such as governmental offices, churches, hospitals, and schools; and (c) not - for - profit organizations. Commercial Real Property shall not include commercially zoned property that is used primarily for residential purposes. Vacant land, not classified as Improved Real Property, shall be deemed Commercial Real Property. 1.22 Commercial Recyclables: Recyclable Materials generated by Commercial Customers. 3 16C 1 1.23 Commercial Recycling Container: a dumpster, F911 9# GGRtaiReF, compactor, or other container, approved by the Director for the Collection of Recyclable Materials from Commercial Customers. 1.24 Commercial Supplemental Collection Services: services that are provided by the Contractor to Commercial Customers, but are not included in the Rate for Commercial Collection Service. 1.25 Commercial Waste: Garbage and Rubbish generated upon Commercial Real Property or Industrial Real Property. Commercial Waste includes Commercial Recyclables collected from a Customer that has a contract with Contractor for the Collection of such materials. 1.26 Commercial Yard Trash: Yard Trash generated upon a Commercial Customer's Commercial Real Property or Industrial Real Property. Yard Trash collected by a Commercial Lawn Care Service is not Commercial Yard Trash. 1.27 Construction and Demolition (C &D) Debris: discarded materials generally considered to be not water soluble and non - hazardous in nature, including, but not limited to, steel, glass, brick, concrete, asphalt roofing material, pipe, gypsum wallboard, and lumber, resulting from the construction or destruction, OF reRevation-of a structure, as part of a construction or demolition project, or renovation of a structure, and 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 that normally results from land clearing or land development operations for a construction project,-. clean cardboard, paper, plastic, wood, and metal scraps from a construction protect; effective January 1, 1997, except as provided in Section 403.707(12)4+, F.S. unpainted, non - treated wood scraps from facilities manufacturing materials used for construction of structures or their components and unpainted, non - treated wood pallets provided the wood scraps and pallets are separated from other solid waste where generated and the generator of such wood scraps or pallets implements reasonable practices of generating industry to minimize the commingling of wood scraps or pallets with other solid waste; and de minimis amounts of other non - hazardous 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. 1.28 Contingency Plan: the Contractor's plan for avoiding an interruption in Collection Service in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. 1.29 Contractor: Waste Management Inc. of Florida 1.30 County: depending on the context, either the unincorporated areas of Collier County, Florida, or the Collier County , ' government, including its officers, agents and employees. 1.31 County Manager: the Chief Administrative Official of Collier County, Florida, or their designee. 4- 31.32 Curbside: a location within three (3) feet of the curb, pavement, or edge of the nearest street. If this location is in a drainage ditch, Curbside shall mean a location adjacent to the Customer's driveway, as close as possible to the nearest roadway. F.1 16C j. 4421.33 Curbside Container: (a) a metal or plastic container with a slid, with w+t� Nun- handles en the sides, and with or without wheels; (b) Roll GaFtsCarts; and (c) a heavy duty plastic bag sufficient in strength for handling by the Contractor, provided the bag is closed and unbroken at the time of Collection. 431.34 Customer: any Person that uses the Contractor's Collection Service under this Agreement. A Customer shall be a Commercial Customer or Residential Customer. 4- 341.35 Customer Base: the number of Residential Customers and /or Commercial Customers used in an Agreement Year to establish Rates, charges, or fees under this Agreement. 4-.351.36 Customer List: a list compiled by the County of the Residential Customers that are entitled to Residential Collection Service from the Contractor. 4- 361.37 Day: a calendar day, except Sundays and County weed- approved Holidays. 41.38 Department: The County department to which the County Manager assigns the responsibility of administering this Agreement. 4 -1.39 Designated Site(s): any real property or facility properly permitted and approved designated by the County Manager for the receipt, disposal or processing of Residential Waste, Commercial Waste, Recyclable Materials, or other materials. 4491.40 Director: the Director of the County's Public Utilities Division Operations Support Department or the Director's designee. 4491.41 Disaster Debris: debris that is produced or generated by declared, natural or manmade disasters, and is placed Curbside by Residential Customers, including but not limited to Yard Trash, Construction and Demolition Debris, Bulk Waste, and White Goods. 4-.441.42 Disaster Debris Contract: the contract entered into by the County and a Csontractor to provide for the removal, hauling, disposal, and recycling of Disaster Debris. 4421.43 District Manager: the person designated by the Csontractor to be the contractors official representative regarding manners pertaining to this agreement. 431.44 Dwelling Unit: a room or rooms constituting a separate, independent establishment with cooking facilities /kitchen, a separate entrance, and bathroom facilities, and physically separated from any other rooms or Dwelling Units which may be in the same structure or in separate structures. A hotel or motel room is not a Dwelling Unit. 441.45 Effective Date: the date when this Agreement is signed, recorded, and duly executed by the Board or its designee, which shall occur after the Agreement is signed and duly executed by the Contractor. 4-.451.46 Electronic Equipment: electronic devices that have been discarded, including, but not limited to, computers, monitors, televisions, cathode ray tubes, printers, scanners, fax machines, game systems, and teleph- 9- Res-telecommunication devices. 4-.461.47 Exempt Materials: materials that are exempt from the Contractor's exclusive franchise under this Agreement as provided in sSection 5.18. 4 -1.48 Extraordinary Wastes: wastes that require extraordinary management, including, but not limited to: abandoned automobiles; boats; tree trunks greater than four (4) feet in length, four (4) inches in diameter and fifty (50) pounds in weight; 5 16C 1 dead animals; agricultural and industrial wastes; Biomedical Waste; Biological Waste; Radioactive Waste; and Hazardous Waste. 41.49 Fair Market Value: the price for which an item would sell on the open market if put up for sale, based on comparable sales of similar items. 4491.50 Franchise Agreement: the written authority granted by the Board to provide Collection Services in unincorporated Collier County and the incorporated areas of the City of Marco Island. 4. 591.51 Garbage: all kitchen and table food waste, and animal or vegetative waste that is attendant with or results from the storage, preparation, cooking, or handling of food materials. 1- 541.52 Hazardous Waste: Solid Waste, or a combination of Solid Wastes, which because of its quantity, concentration, chemical or physical characteristics, may cause or significantly contribute to an increase in mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a substantial present or potential hazard to human health or the environment when improperly transported, disposed of, treated, or otherwise managed. Hazardous Waste includes any material or substance identified as a hazardous waste or hazardous substance in the Florida Administrative Code, Florida Statutes, or other Applicable Law. 4421.53 Holiday: Independence Day, Thanksgiving Day, Christmas Day, and any other holiday approved by the DireGte rManager. 4-.-53.1.54 Improved Real Property: any cleared, graded or drained real property upon which a building or structure is erected and occupied or capable of being occupied (i.e., a County Certificate of Occupancy has been issued) for residential, commercial, institutional or industrial use. Improved Real Property includes but is not limited to recreational vehicle park lots contained within parks designated as mobile home parks by the County Health Department. 1.54- -1.55 Industrial Real Property: real property, not classified as Residential Real Property, where a Person is engaged in manufacturing, or processing raw materials, or altering or modifying a product for the purpose of producing a usable or finished product, and such Person generates Solid Waste as a by- product of their activities. 4-55 1.56 Land Clearing Debris: the upFeGted trees, bushes, vegetathOR, and other Means rocks, soils, tree remains trees and other vegetative matter which normally results from land clearing or land development operations for a construction protect. Land Clearing dDebris does not include vegetative matter from lawn maintenance, farming operations nursery operations or any other source not related directly to a construction protect. 4756 1.57 Legitimate Complaint: any complaint where the Director determines that the applicable requirements of this Agreement and ordinances concerning the Set Out and Collection of SeI- Residential Commercial Waste, Program Recyclables, or Yard Trash were satisfied by the Customer, but not the Contractor. 1.58 Litter: any discarded used or unconsumed substances or wastes. Litter shall include, but shall not be limited to, garbage, trash, refuse, debris, paper product (including newspapers and magazines) glass metal plastic or other containers, cloth, wood 16C and wood products sweepings liquids (other than uncontaminated water), sludge, -grass clippings tree limbs trunks and roots undergrowth wastes, motor vehicles parts and tires furniture oil or grease hazardous wastes (including gasoline, paint thinners and other similar types) the carcass of a dead animal and obnoxious or offensive matter of any kind any object likely to injure any person or create a traffic or pedestrian hazard or any other condition of any unsightly nature, which may have been discarded abandoned or otherwise disposed of improperly. 1.59 Load: any material, including but not limited to Soled Commercial Waste, -aad Residential Waste and Program Recyclables, that is collected in Contractor's vehicle or transported from one location to another by Contractor's vehicle. 1.60 Materials Acceptance Protocol (MAP): the documents identifying the Program Recyclables to be collected and transported under this Agreement, as well as standards that govern the Set Out and Collection of Program Recyclables. The MAP is contained in Exhibit VI. 1.61 Materials Recovery Facility (MRF): a Solid Waste management facility that provides for the extraction from Solid Waste of Recyclable Materials, materials suitable for use as a fuel or soil amendment, or any combination of such materials. 1.62 Missed Collection: any occasion when the Contractor does not provide Collection Service to a Customer in accordance with the provisions of this Agreement. 1.63 Multi - Family Residence: a group of three or more Dwelling Units within a single building, attached side -by -side or one above another, wherein each Dwelling Unit is maybe individually owned or leased on land which is under common or single ownership. 1.64 Non - Collection Notice: a durable tag or sticker placed on a container or material that has not been Set Out for Collection by a Customer in accordance with the requirements of this Agreement. 1.65 Non - Conforming Ma#eFial- Residential Waste: any non - recyclable material that is Set Out for Collection in a specified container that is not in accordance with the requirements of this Agreement and Ordinances ReGyslable MateFial. 1.66 Non - Program Recyclables: Recyclable Materials that are not Program Recyclables, but are segregated from other materials in the Waste Stream. 1.67 Ordinance(s): the Code of Laws and Ordinances of Collier County, Florida. 1.68 Organic Waste: Garbage or other similar putrescible Solid Waste, including source separated food waste and food - soiled paper. Organic Waste does not include Yard Trash. 448 1.69 OSHA: the Occupational Safety and Health Act, as amended, and all implementing regulations. 4-."1.70Performance Bond: the bond provided by the Contractor to the County to secure the Contractor's peFfeFrnanGe undefptrformance under this Agreement. 4401.71 Person: any and all persons, natural or artificial, including any individual, firm, partnership, joint venture, or other association, however organized; any municipal or private corporation organized or existing under the laws of the State of Florida or any 7 I Y 1b� l A other state; any county or municipality; and any governmental agency of any state or the federal government. 4-.711.72 Premises: Improved Real Property. 44-21.73 Hauler: any Person engaged in the business of collecting and transporting Commercial Recyclables. 4-.731.74 Program Recyclables: Recyclable Materials that have been designated by the Board for Collection from Residential and/or Commercial Customers, and are segregated from other materials in the Waste Stream. 4-.741.75 Radioactive Waste: any equipment or materials that are radioactive or have radioactive contamination, and are required by law to be stored, treated, or disposed of as radioactive waste. 4-.751.76 Rates: Board - approved amounts to be charged for Residential Curbside Collection Service, Residential Non - Curbside Collection Service, Residential Supplemental Collection Service, Commercial Collection Service, and Commercial Supplemental Collection Service. 4.761.77 Recovered Material: metal, paper, glass, plastic, textile, or rubber materials that have known recycling potential, can be feasibly recycled, and have been diverted and source separated or have been removed from the Waste Stream for sale, use, or reuse as raw materials, whether or not the materials require subsequent processing or separation from each other, but does not include materials destined for any use that constitutes disposal. Recovered Materials as described above are not Solid Waste. Recovered Material does not include any material or substance that does not fit within one of the six categories described in this definition (metal, paper, glass, plastic, textile, or rubber). 41.78 Recovered Materials Processing Facility (RMPF): a facility engaged solely in the storage, processing, resale, or reuse of Recovered Materials. 41.79 Recyclable Materials: materials which are capable of being recycled and which would otherwise be processed or disposed of as Solid Waste. This term encompasses Program Recyclables and Non - Program Recyclables. 4:7 -91.80 Recycling Bin: eighteen (18) gallon green bins, hot - stamped or stenciled with information approved by the Director, and used for the Collection of Program Recyclables from Residential Customers. 4-.U1.81 Recycling- Cart : a heavy duty plastic container that is mounted on two (2) wheels, has a yellow lid and complies with the specifications in section 10.3 herein, and is used in the collection Recyclable Materials. X1.82 Recycling Container: any container approved by the Director for the Collection of Program Recyclables, including but not limited to Recycling Bins, Recycling Gafts Cart and Commercial Recycling Containers. 4-.821.83 Recycling Facility: any facility that recycles discarded materials, including, but not limited to any MRF, RMPF, buy -back center, drop -off center (permanent or mobile), and Recyclable Materials processing facility. 4-.831.84 Recycling Program: all aspects of the County's program for the Collection, transportation, processing, marketing and handling of Recyclable Materials, including educational activities, technical projects, compliance monitoring, and enforcement. E:? 16C ], 441.85 Rejects: non - Recyclable Materials, other than Residue, that are collected by the Contractor with Recyclable Materials. 41.86 Residential Curbside Collection Service: the Collection of Residential Waste from Residential Customers. 4461.87Residential Customer: a Person who occupies Residential Real Property located within the Contractor's Service District. Residential Customers include those Customers that occupy a Multi - Family Residence and receive Commercial Collection Service. 1.88Residential Non - Curbside Collection Service: the collection of residential Waste from Residential Customers that occupy a Multi - Family Residence and who do not receive Residential Curbside Collection Service. 1.89 Residential Program Recyclables: Program Recyclables generated by Residential Customers. 1.90 Residential Real Property: Improved Real Property located in Service - 04WG-IArea, and used for residential purposes including, but not limited to: single family residences; duplex apartments; apartment buildings; recreational vehicle lots contained within mobile home parks; recreational vehicles; mobile homes; condominium units; cooperatives established pursuant to Chapter 719, Florida Statutes; time -share apartments; leased residential Premises of the classes described above, whether occupied or not; and Premises occupied as a residence located in or upon commercially zoned real property; provided, however, that where property is used exclusively as a recreational vehicle park, as defined in Section 513.01(10), Florida Statutes, such property shall be deemed Commercial Real Property. 1.891.91 Residential Supplemental Collection Services: any service provided to a residential customer by the Contractor that is not included in the Residential Curbside Collection Service funded by the County's Special Assessment and provided to all Residential Customers pursuant to Section 7.1 of this Agreement. 4401.92 Residential Waste: Garbage, Rubbish, Yard Trash, Program Recyclables, Bulk Waste, and White Goods generated by a Residential Customer upon the Customer's Residential Real Property. 4:-941.93 Residential Yard Trash: Yard Trash that is generated upon a Residential Customer's Residential Real Property. Yard Trash collected by a Commercial Lawn Care Service is not Residential Yard Trash. 4421.94 Residue: the portion of the Recyclable Materials accepted at a Recycling Facility that is not converted to Recovered Materials due to spoilage, breakage, contamination, or transportation or processing inefficiencies. Residue does not include Rejects. 1.95 Roll- Cart: a heavy -duty plastic container that is mounted on two wheels, complies with the specifications in section 10.3 herein, and is used for the collection of garbage and rubbish. 4:941.96 Rubbish: waste materials, other than Garbage, resulting from the normal housekeeping activities of a Residential Real Property and Commercial Real Property. E 16C 1 Rubbish includes but is not limited to discarded trash, paper, plastic, bottles, cans and similar materials. 1.97Service Area: the combined areas of Service Districts I and II. 1.98Service District I: the unincorporated area of the County and - €vemlade GiT to be served by the Contractor pursuant to this Agreement, plus the incorporated areas of the City of Marco Island and Everglades City. Service District I encompasses the area that is described in Exhibit III_(A) and depicted in Exhibit IV. 1.99 Service District II: the unincorporated area of the County that will receive Solid Waste Collection Service from a Person other than the Contractor. Service District II is described in Exhibit III_(B) and depicted in Exhibit IV. 41.100 Set Out: the proper preparation and placement of Solid Waste and Program Recyclables for Collection at a Customer's Premises, in accordance with the requirements in this Agreement and the County's Ordinances. 1.101Sludge: the accumulated solids, residues, and precipitates generated as a result of waste treatment or processing, including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar waste disposal appurtenances. 1.102 Solid Waste: Sludge unregulated under the federal Clean Water Act or Clean Air Act, Sludge from a waste treatment works, water supply treatment plant, or air pollution control facility, or Garbage, Rubbish, refuse, Special Waste, or other discarded material, including solid, liquid, semi - solid, or contained gaseous material resulting from domestic, industrial, commercial, mining, agricultural or governmental operations. Solid Waste includes but is not limited to Biological Waste, Biomedical Waste, Bulk Waste, C &D Debris, Commercial Waste, Disaster Debris, Electronic Equipment, Garbage, Hazardous Waste, Land Clearing Debris, Organic Waste, Radioactive Waste, Recyclable Materials (until they are recycled), Rejects, Residential Waste, Residue, Rubbish, Special Waste, Tires, White Goods and Yard Trash. 11.11011 1.103 Special Assessment: the non -ad valorem assessment that is levied upon certain real property in unincorporated Collier County and used to provide funding for the County's Solid Waste management program. 11.110 1.104 Special Waste: Solid Waste that can require special handling and management, including, but not limited to, White Goods, Tires, used oil, lead -acid batteries, Construction and Demolition Debris, ash residue, Yard Trash, Biological Waste, Hazardous Waste, and Biomedical Waste. 403 1.105 Supplemental Collection Service: Residential Supplemental Collection Service and Commercial Supplemental Collection Service. 1.106 Tipping Fee: the fee charged for the disposal or processing of Solid Waste or Recyclable Materials at a Designated Site. 1.107 Tires: discarded automotive tires, including rims, but excluding tires that exceed 2-533 inches in diameter. 10 16G 1 1.108 Transition Period: the period of time between the Effective Date and the Commencement Date. 1.107 1.109 Transition Plan: a document describing in detail the activities that will be undertaken and the schedule that will be followed to successfully implement the Contractor's Collection Service under this Agreement on the Commencement Date. xA08 1.110 Unintentional Damage: damage caused to containers by an act unlikely, in normal circumstances, to result in said damage. Unintentional Damage includes but is not limited to cases where the wheels of a container fall off or break when the container is handled in the same manner as other containers of the same type. !A09 1.111 Waste Stream: Garbage, Rubbish, Recyclable Materials, Yard Trash, Construction and Demolition Debris, and other types of Solid Waste. 1.140 1.112 White Goods: large discarded appliances, including but not limited to, refrigerators, ranges, washing machines, clothes dryers, water heaters, freezers, microwave ovens, and air conditioners. 1.111 1.113 Yard Trash: vegetative matter resulting from landscaping maintenance, including, but not limited to shrub and tree trimmings, grass clippings, palm fronds, branches and stumps- (less than fifty (50) pounds, be no longer than four (4) feet in length and have no branches larger than four (4) inches in diameter, bound with twine.) However, such items shall not be considered Yard Trash if they are collected by a Commercial Lawn Care Service. 2 Exclusive Franchise and Term 2.1 Exclusive Franchise Granted Subject to the conditions and limitations contained in this Agreement, the Contractor is hereby granted an exclusive franchise to provide Residential Collection Service and Commercial Collection Service within Service District I. No other services shall be exclusive to the Contractor under this Agreement. Among other things, the Contractor's franchise does not include Collection of the Exempt Materials identified in Section 5.18 of this Agreement. 2.2 Term of Franchise Agreement This Agreement shall take effect and be binding upon the parties from the Effective Date until terminated. The Contractor's Collection Service under this Agreement shall commence on October 1, 2005, which is the Commencement Date. The term of this Agreement shall be eight (8) years, beginning on the Commencement Date and ending at 11:59 pm on September 30, 2013, unless this Agreement is terminated earlier or extended. 2.3 Renewal Option This Agreement may be renewed by the Ceontractor for two (2) additional terms of seven (7) years each, unless the Ceontractor gives written notice to the Count Mmanager that the Ceontractor is not willing to renew this agreement and such 11 160 1 notice is delivered at least two (2) years before the expiration of the then current term of this agreement. 3 Agreement Documents 3.1 Agreement Documents The Agreement documents, which comprise the entire Agreement between the County and Contractor, shall be attached to this Agreement and made a part hereof. On the Effective Date, the Agreement documents shall consist of the following: • This Agreement • The Exhibits to this Agreement: Exhibit I through Exhibit VIII Thereafter, the Agreement shall be supplemented with the following: • The Performance Bond and Insurance Certificates • Any amendments to this Agreement that are approved by the Board and Contractor There are no Agreement documents other than those listed above. 3.2 Conflicts Between Agreement Documents In the event of a conflict between this Agreement and the provisions of any exhibit, the provision of this Agreement shall control. 4 Service District During the term of this Agreement, the Contractor shall provide Collection Service to all Customers within Service District I. The legal descriptions of Service Districts I and II are provided in Exhibits III_(A) and III_(B), respectively. A map of the Service Districts is provided in Exhibit IV. 5 General Provisions 5.1 County Vision, Mission, and Value Statements Contractor agrees to uphold and promote the Vision, Mission, and Value Statements of Collier County, which are contained in Exhibit VIII. 12 16C ], 5.2 General Description of Collection Services 5.2.1 Except as otherwise provided herein, Contractor shall provide Collection Service for all of the Residential Waste and Commercial Waste generated by each Customer in Service District I. 5.2.2 Except as otherwise provided herein, all Improved Real Property within Service District I shall receive either Residential Curbside Collection Service or Commercial Collection Service. 5.2.3 Contractor shall deliver all of the Residential Waste and Commercial Waste collected pursuant to this Agreement to the Designated Sites, in compliance with the requirements of this Agreement and the Ordinances. 5.3 Transition Prior to Commencement Date Contractor is responsible for ensuring a smooth transition in the Collection Service provided to Residential Customers and Commercial Customers on the Commencement Date. No later than March 15, 2005 Contractor shall submit to the Director a Transition Plan that contains a detailed description of how the Contractor will plan and prepare for the provision of Collection Service under this Agreement. The Transition Plan is subject to the approval of the Director. At a minimum, Contractor must address the following specific performance requirements in the Transition Plan and accomplish them according to the following deadlines: By April 1, 2005 Contractor and County shall hold the first Transition Planning Meeting. By May 1, 2005 Contractor shall provide to the Director a Collection Plan which shall be subject to the approval of the Director. By June 15, 2005 Contractor shall provide the Director with a revised Collection Plan, if necessary. By July 1, 2005 Contractor shall submit to the Director documentation demonstrating that all necessary vehicles, equipment, recycling carts, and containers have been ordered and will be delivered to Contractor's equipment yard no later than August 1, 2005. By July 15, 2005 Contractor and County shall hold the second Transition Planning Meeting. By August 1, 2005 Contractor shall provide the Director with a Contingency Plan. By September 1, Contractor shall provide to the Director a written safety plan 2005 covering all aspects of Contractor's operations under this Agreement. By September 10, Contractor shall confirm in writing to the Director that all of 13 2005 the vehicles recycling carts, provide Collection Service Contractor's equipment yard. 16C and containers necessary to have been delivered to By September 15, Contractor shall confirm in writing to the Director that all of 2005 the vehicles necessary to provide Collection Service have been registered, licensed, and tagged, and otherwise are ready to perform in compliance with the requirements of this Agreement. By September 15, Contractor shall provide the Director with a vehicle and 2005 equipment list, which shall identify the make, type, year, license number, and identification number for each vehicle. At least 2 weeks prior Contractor shall deliver County- approved brochures or to Commencement other informational materials to Residential and Date Commercial Customers, informing them about the Contractor's Collection Service and collection schedules. The Transition Plan also must describe how the Contractor will distribute new Recycling Carts to Residential Customers on or before the Commencement Date, in compliance with the requirements contained in Section 10, below. 5.4 Transition Prior to Expiration of this Agreement 5.4.1 Should the County choose not to exercise the renewal options of this Agreement or should no renewal options remain, the County anticipates awarding a new agreement at least six (6) months prior to the expiration of this Agreement. In the event a new agreement has not been awarded within such time frame, Contractor shall provide Collection Service to the County for an additional ninety (90) days after the expiration of this Agreement, at the then established Rates, if the County requests said service. 5.4.2 Contractor shall allow the County's newly selected franchise hauler(s) to purchase, or rent for up to ninety (90) days, Contractor's Commercial Containers. The purchase price and/or rental fee shall be negotiated. 5.4.3 Prior to the expiration of this Agreement, Contractor shall work with the County and the newly selected franchise hauler(s) to ensure a smooth transition period with no interruption or reduction of service. The Contractor shall comply with the following performance requirements and deadlines: 180 days prior to Provide to the Director and the selected franchisee a Commercial expiration of Container inventory, in a format acceptable to the County that Agreement includes each container's location (street address), capacity, identification number, collection frequency, Customer name, Customer contact information, and whether the container is owned by the Customer or the Contractor. Thereafter, the Contractor shall not replace or exchange any Contractor -owned containers listed in the Commercial Container inventory, without the Director's approval. 150 days prior to Attend a coordination meeting with the selected franchisee and 14 I 16C 1 expiration of the County. At the coordination meeting, the Contractor shall Agreement provide a list of Contractor -owned containers that may be purchased by the selected franchisee. 120 days prior to Work with the selected franchisee(s) to develop a mutually expiration of agreeable schedule for removal of Contractor -owned Commercial Agreement Containers and placement of the selected franchisee's containers. The schedule shall ensure no interruption in Collection Service. 30 days prior to Implement the schedule in cooperation with the selected expiration of franchisee. Agreement 5.4.4 Prior to the expiration of this Agreement, the County may purchase the Roll Carts, Recycling Bins, Recycling Carts, Commercial Containers and/or Commercial Recycling Containers provided by the Contractor under this Agreement. The County shall pay the Fair Market Value for any containers that the County wishes to purchase from the Contractor. 5.5 Hours and Days of Collection Service 5.5.1 Contractor shall not provide Residential Curbside Collection Service prior to 6:00 a.m. or after 6:00 p.m., unless otherwise authorized by the Director. 5.5.2 Contractor shall not provide Commercial Collection Service for Commercial Customers located within two hundred (200) feet of Residential Real Property, prior to 6:00 a.m. or after 6:00 p.m., unless otherwise authorized by the Director. Contractor may provide Commercial Service at other Commercial locations at any FeaGGRable timeno earlier than 5:00 a.m., subject to the Director's approval. 5.5.3 Collection Service shall be provided by the Contractor on Monday through Saturday, except Holidays, or as otherwise authorized by the Director. 5.5.4 Contractor shall not be required to provide Collection Service on days that the Designated Site is closed. 5.6 Routes and Schedules Contractor shall establish Collection routes and schedules that satisfy the Collection Service requirements of this Agreement and maximize the efficiency of the Contractor's operation. Contractor shall submit its proposed Collection routes and schedules to the Director as part of the Contractor's Collection Plan. To the extent practicable, Contractor shall ensure that the Collection Plan minimizes the changes to existing Collection routes. Contractor's proposed Collection routes and schedules shall be subject to the Director's approval. Contractor shall provide Collection Service in accordance with the approved routes and schedules in the Collection Plan. 53 Changes to Routes and Schedules 5.7.1 After the Commencement Date, Contractor shall not change a Collection route, a Collection schedule, or the method of providing Collection Service until the Contractor receives the Director's approval. Contractor shall submit to the Director a description of all proposed route, schedule, and operational changes at least thirty (30) days prior to implementation of such 15 16C 1 .ft changes, unless an alternate notification deadline is approved by the Director. 5.7.2 Contractor shall notify all affected Customers in writing regarding any approved changes in the Contractor's schedule or method of providing Collection Service. The notice shall be delivered at least two (2) weeks prior to such change, unless a different schedule is authorized herein or by the Director. 5.7.3 Contractor shall inform the Director of any event that will cause delays in the daily Collection schedule (e.g., disabled trucks, accidents, or shortage of staff) within two (2) hours of the event. 5.8 Addition of New Customers to Customer List 5.8.1 At least thirty (30) Days before the Commencement Date, the Contractor shall obtain and review the County's Customer List and verify that the Customer List is accurate and complete. The Customer List shall be prepared by the County, based on the list that is used by the County for the collection of the County's Special Assessment. The Contractor shall work with the County to ensure that the Customer List is accurate at all times. The parties shall promptly notify each other of any Customers that should be added to or deleted from the Customer List. 5.8.2 The County shall revise its Customer List and shall notify the Contractor promptly after a new Certificate of Occupancy is issued by the County for improved Real Property in Service District I. Contractor shall provide Collection Service to each new Residential Customer when the Customer places its Selid- Residential Waste at Curbside. 5.8.3 The Contractor shall terminate its Residential Curbside Collection Service within five (5) Days after the Director provides the Contractor with the name and address of a GustemeFa Customer who has been deleted from the Customer List. 5.8.4 Contractor shall provide Collection Service to Customers located in areas that are added to the Contractor's Service District during the term of this Agreement. 5.9 Holidays 5.9.1 Contractor shall not be required to provide Collection Service on Holidays. 5.9.2 When the scheduled Day for Collection Service for a Commercial Customer is a Holiday, the Contractor shall provide Collection Service to the Commercial Customer on the Day before the Holiday, if such service is requested by the Commercial Customer, or the Contractor shall provide Collection Service to the Commercial Customer on the next Day following the Holiday. 5.10 General Collection Procedures 5.10.1 Contractor shall thoroughly empty Collection Containers and return them in an upright position to the location where they were placed by the Customer. 5.10.2 Contractor shall handle Collection Containers carefully and in a manner to prevent damage. 16 160 1 5.10.3 Contractor shall provide Collection Service with as little noise and disturbance as possible 5.11 Mixing Loads of Materials 5.11.1 Contractor shall not combine Loads of Solid Waste or other materials collected pursuant to this Agreement with Loads of Solid Waste or other materials collected outside of the Contractor's Service District, without the prior written approval of the Director. 5.11.2 During the Collection process, each one of the following materials shall be handled separately by the Contractor, and shall not be combined with any other type of material, without the Director's prior approval: Yard Trash; Program Recyclables; Bulk Waste; White Goods; Electronic Equipment; Tim; Tires; lead acid batteries; or any other materials that are to be handled separately under this Agreement. 5.11.3 Contractor shall not combine Program Recyclables with any other material. 5.11.4 Contractor shall not combine Residential Waste with Commercial Waste, or Residential Program Recyclables with Commercial Recyclables, without the Director's prior written approval.--At the sole discretion of the County, combining such materials may be considered in instances where this practice will result in savings to the Customer or County. In such cases, the Contractor shall file a petition with the Director, describing the specific procedures that will be established to properly account for the mixed materials. Unless the Director approves an alternate procedure, the Contractor shall pay the Tipping Fee for Residential Waste when Commercial Waste is mixed with Residential Waste, and the Contractor shall pay the Tipping Fee for Commercial Waste when Residential Waste is mixed with Commercial Waste. 5.12 Non - Collection Procedures 5.12.1 Contractor is not required to collect Solid — Residential and Commercial Waste, Program Recyclables, or other materials that have not been Set Out for Collection by a Customer in accordance with Section 6 and the other provisions of this Agreement. If such materials are not collected, Contractor shall immediately place a Non - Collection Notice on the container or Non - Conforming Materials. If the Contractor does not place a Non - Collection Notice on the container or material, the Director may require the Contractor to return promptly and collect the materials. If the Director notifies the Contractor before 12 p.m. (noon), the collection shall be completed before the end of the Day. If the Director notifies the Contractor after noon, the Collection shall be completed before noon on the next Day. 5.12.2 Contractor is responsible for visually inspecting each Customer's Recycling Containers or Recycling Carts to determine whether they contain Non - Conforming Materials, Non - Program Recyclables, and /or excessively contaminated Recyclable Materials._ Contractor shall leave Non - Conforming Material, Non - Program Recyclables, and excessively contaminated recyclables in the Recycling Container or Recycling Cart, and shall immediately place a Non - Collection Notice on the Container /Cart explaining why the material was rejected. 17 16C 1 5.12.3 In the event that a Commercial Container —, Curbside Container, or Commercial Recycling Container /Recycling Cart is overfilled and cannot be safely dumped, the Contractor shall immediately place a Non - Collection Notice on the container. If Commercial Customer, Contractor shall; notify the Customer, and reschedule service. Rescheduling shall be considered a Supplemental Collection Service, which can be arranged between the Contractor and the Customer for an additional fee. The fee is set forth in the Exhibit I (B). 5.12.4 Contractor shall refuse to collect Solid Waste from a Customer if the Contractor believes that the Solid Waste contains Hazardous, Radioactive, or Biomedical Waste. If the Contractor believes a Customer is depositing such waste for Collection, the Contractor shall place a Non - Collection Notice on the container, take photo graphics of the improper waste (if possible), and immediately notify the Director. If the generator of such waste is unknown, the Contractor shall work with the Director to identify the generator of such waste. 5.12.5 If a Commercial Container--or Commercial Recycling Container is temporarily inaccessible or blocked, the Contractor shall promptly (I.E., within two hours) notify the customer by telephone concerning the Contractors inability to provide Collection Service. The Contractor shall offer to provide Collection Service later in the same Day, whenever feasible. The Contractor also shall notify the Director by telephone or by electronic mail, before the end of the Day. The Contractor shall provide service on the Customer's next regular Collection Day, unless a special Collection is arranged for an earlier time. Special Collection times can be arranged with the Contractor for an additional fee, which is set forth in Exhibit I(B). 5.12.6 The design and content of the Non - Collection Notice(s) used by the Contractor shall be subject to the approval of the Director. At a minimum, Non - Collection Notices shall provide the following information: The Contractor's reason for not providing Collection Service; information that will allow the Customer to correct the problem; and a County telephone number for any further questions. 5.13 Missed Collection Procedures Upon notification by the Director of a Legitimate Complaint regarding a Missed Collection, the Contractor shall may - return to the Customer's premises and collect all properly prepared Solid Residential and Commercial Waste and Program Recyclables. If the Director notifies the Contractor before 12 p.m. (noon), the Collection shall be completed before the end of the Day. Ifs the Director notifies the Contractor after noon, the Collection shall be completed before noon on the next Day. 5.14 Protection of Private and Public Property 5.14.1 Contractor's employees shall not trespass on private property for any reason (e.g., to access an adjacent property), unless the resident or owner of said property has given permission. 5.14.2 Contractor's employees shall take care to prevent damage to public and private roadways and property, including flowers, shrubs, and —other 18 16C j plantings and cul de sacs if damage is sustained once the Contractor is notified the Contractor shall notify the Director within six (6) hours by phone and e- mail... 5.14.3 Contractor shall be responsible for all costs associated with the repair or replacement of property that has been damaged by the Contractor's equipment, employees or agents. The Contractor shall may - investigate and respond to any claim concerning property damage. If the Director notifies the Contractor before 12 p.m. (noon) on a service Dday concerning any such damage the Contractor shall investigate and respond to the Director before the end of the —that Dday. If the Director notifies the Contractor after noon, the Contractor shall investigate and respond to the Director before noon on the next service Day. Contractor shall promptly repair any damage, at its sole expense, within three (3) days unless the Contractor requests and the Director grants approval of an extension of time. The County's approval shall not be unreasonably withheld. Any disputes concerning the Contractor's obligations for the repair of damages shall be resolved by the Director. 5.15 Access to Streets and Collection Containers 5.15.1 Contractor's vehicles shall not unreasonably interfere with vehicular or pedestrian traffic. Contractor's vehicles shall not be left standing on streets and alleys unattended. 5.15.2 If the Contractor cannot provide Collection Service to a Customer because a public or private street is temporarily closed to vehicular traffic, Contractor shall notify the Director within two (2) hours and shall return within twenty - four (24) hours to service Customers located on the street. If at that time the street is still temporarily closed, Contractor shall provide Collection Service to the Customer(s) on the next regularly scheduled Collection Day. 5.15.3 The County reserves the right to deny the Contractor's vehicles access to certain streets, alleys and roadways where the County determines it is in the public's best interest. The County shall provide the Contractor with reasonable notice of such access denial so that the County's action does not interfere unduly with the Contractor's normal operation. 5.15.4 The Contractor shall use suitable vehicles and equipment, as necessary, to provide Collection Service on dead -end streets. The Contractor's vehicles shall not enter or drive upon any private driveways or Premises, to turn around or for any other purpose and Contractor shall repair any damage it causes to such areas, pursuant to Section 5.14.3 above. However, if the use of a private driveway is authorized in writing by the Director, and has been reinforced by the County as a designated driveway, the County shall be responsible for the repair of such driveway, provided that Contractor uses the driveway in compliance with any conditions and limitations contained in the Director's authorization. 5.15.5 If access to a street, alley or public or private way becomes impassable or if access is denied, Contractor shall work with the County and the Customer to determine a mutually acceptable location for the Collection of Residential Waste or Commercial Waste. If a mutual agreement cannot be reached, 19 16C 1 '0. Collection shall be from the nearest public way that is accessible by the Collection vehicle, or other location specified by the Director. 5.15.6 If the Contractor encounters Customers or situations that prevent or hinder the Contractor from gaining access needed to provide the Collection Service required in this Agreement, the Contractor shall report such cases to the Director. 5.16 Designated Sites 5.16.1 Contractor shall deliver all of the Solid Waste collected under this Agreement to the Designated Site, unless the Director approves the use of a different Solid Waste management facility. The Designated Site for Solid Waste is the Naples Landfill. 5.16.2 Contractor shall abide by any applicable requirements concerning the delivery of materials to the Designated Site(s). 5.16.3 Unless instructed otherwise by the Director, the Contractor shall segregate and separately dispose of Garbage /Rubbish„ White Goods, Tires, lead -acid batteries, Bulk Waste, and Yard Trash at designated areas of the Naples Landfill. The Contractor shall not pay a Tipping Fee for the disposal of these materials at the Naples Landfill if such materials were collected from the Contractor's Residential Customers under this Agreement. 5.16.4 The Contractor may deliver materials to the Naples Collier County Landfill during the following hours of operation: 5.16.5 Program Recyclables, Recovered Materials, and Electronic Equipment collected under this Agreement shall be delivered by the Contractor to the Designated Sites for such materials. The Designated Sites for Program Recyclables, Recovered Materials, and Electronic Equipment shall include all properly licensed Recycling Facilities, subject to the Director's approval. 5.17 Spillage and Litter 5.17.1 Contractor shall not cause or allow any Selid- Residential and Commercial Waste or other material to be spilled, released, or otherwise dispersed in the County as a result of the Contractor's activities under this Agreement. When hauling or transporting any material over public- readsany roadways in Collier County, including public and private, iR the County the Contractor shall use a covered or enclosed vehicle or other device that prevents the material from falling, blowing, or otherwise escaping from the vehicle. 5.17.2 If Solid Waste, Recyclable Materials, or any other material escapes from or is scattered by Contractor's vehicle for any reason, Contractor shall immediately pick up such material. 5.17.3 Contractor shall immediately pick up any spillage from Collection Containers caused by the Contractor. Overloaded Gemmersiat- Containers shall not be considered spillage by the Contractor. NEI Designated Disposal Site: Hours of Delivery: Naples- Collier County 7:00 a.m. to 5:00 p.m., Monday through Saturday Landfill 5.16.5 Program Recyclables, Recovered Materials, and Electronic Equipment collected under this Agreement shall be delivered by the Contractor to the Designated Sites for such materials. The Designated Sites for Program Recyclables, Recovered Materials, and Electronic Equipment shall include all properly licensed Recycling Facilities, subject to the Director's approval. 5.17 Spillage and Litter 5.17.1 Contractor shall not cause or allow any Selid- Residential and Commercial Waste or other material to be spilled, released, or otherwise dispersed in the County as a result of the Contractor's activities under this Agreement. When hauling or transporting any material over public- readsany roadways in Collier County, including public and private, iR the County the Contractor shall use a covered or enclosed vehicle or other device that prevents the material from falling, blowing, or otherwise escaping from the vehicle. 5.17.2 If Solid Waste, Recyclable Materials, or any other material escapes from or is scattered by Contractor's vehicle for any reason, Contractor shall immediately pick up such material. 5.17.3 Contractor shall immediately pick up any spillage from Collection Containers caused by the Contractor. Overloaded Gemmersiat- Containers shall not be considered spillage by the Contractor. NEI 16C i 5.17 .55.17.4The Contractor shall + iate -clean up any oil or hydraulic fluid that leaks or spills from Contractor's vehicles. If the Director notifies the Contractor before 12 p.m. (noon) on a service day D�a r concerning any leaks or spills, the Contractor shall complete its clean -up activities before the end of the hat Day. If the Director notifies the Contractor after noon, the Contractor shall complete its clean -up before noon on the next_- D-ay service Day. The Contractor also shall Fepairshall repair any associated damage, pursuant to Section 5.14.3, above. 5.18 Exempt Materials The following types of Exempt Materials are not subject to the Contractor's exclusive franchise under this Agreement. These Exempt Materials may be collected and taken to a licensed disposal site or Recycling Facility by the owner or occupant of the Premises, or their agent, at the owner's or occupant's expense. 5.18.1 Land Clearing Debris. 5.18.2 Construction and Demolition Debris. 5.18.3 Trash and debris associated with farming operations. 5.18.4 Extraordinary, Hazardous, Biomedical, and Radioactive Waste. 5.18.5 Wrecked, scrapped, ruined or dismantled motor vehicles, or motor vehicle parts, including used oil, tires, and batteries. 5.18.6 Recyclable Materials generated by a Commercial Customer, provided the materials are subjected to a recycling process, and the Commercial Customer reports to the Director, upon request, about the disposition of the Recyclable Materials--.and Customer has maintained a Self Hauling Exemption permit. 5.18.7 Non - Program Recyclables generated and separated from the Waste Stream by Residential Customers. 5.18.8 Solid Waste and by- products resulting from an industrial process. 5.18.9 Solid Waste and Recyclable Materials generated in the incorporated areas of Collier County other than the City of Marco Island and City of Naples. 5.18.10 Sludge. 5.18.11 Liquid, semisolid, or contained gaseous material resulting from domestic, industrial, commercial, mining, agricultural, or governmental operations. 5.18.12 Commercial Organics. 5.18.13 Yard Trash generated on Commercial Real Property. 5.18.14 Materials and wastes similar to those listed above, when designated by the Director. 21 U 5.18.15 If the Contractor declines to collect Bulky Waste or White Goods from a Commercial Customer, then the Bulky Waste or White Goods shall be deemed an Exempt Material with regard to that Commercial Customer. 5.19 Safety Program 5.19.1 The Contractor shall develop, implement and maintain a written safety plan for all of its operations under this Agreement, as required by OSHA and other Applicable Laws. A written copy and an electronic copy of the safety plan shall be provided to the Director. The Contractor shall comply with its safety plan at all times. 5.19.2 The Contractor shall appoint an employee who is qualified and authorized, as defined by OSHA, to supervise and enforce safety compliance. 5.19.3 The Contractor shall provide routine safety training to its employees, in compliance with OSHA and all Applicable Laws. Refresher courses and supplemental training shall be provided as necessary. Documentation of the Contractor's training programs, and successful training of each employee, shall be maintained on file and shall be provided to the Director upon request. 5.19.4 The Contractor shall follow all OSHA regulations and Applicable Laws with regard to personal protective equipment. The Contractor's employees shall be instructed to drive in a defensive manner. 5.19.5 A written procedure shall be established by the Contractor for the immediate removal to a hospital or a doctor's care of any employee or other Person that is injured and requires care frern the GentFaGtGF. 5.20 Collection Plan 5.20.1 The Contractor shall prepare a Collection Plan that describes in detail how the Contractor will provide Collection Services in compliance with the requirements in this Agreement. At a minimum, the Collection Plan shall identify and describe the vehicles, equipment, routes, and schedules the Contractor will use. The Collection Plan shall include a legible map for each Collection route, identifying the Day(s) when Collection Service will be provided, the starting and ending points for Collection Service, and the type of Collection Service that will be provided on each Collection Day. 5.20.2 The Collection Plan shall describe the Contractor's plan for recycling the Recyclable Materials collected under this Agreement. At a minimum, the Collection Plan shall identify the number and types of vehicles that will be used to collect Recyclable Materials, and the Recycling Facility that will receive the Recyclable Materials. 5.20.3 The Collection Plan shall include the Manufacturer's specification sheets for the Contractor's Recycling GaFt arts, Roll GartssCiarts, and Commercial Containers, as provided in Section 10.3.4 herein. 5.20.4 An updated Collection Plan shall be submitted to the Director within two (2) Days whenever the Contractor changes the Collection Plan. 5.20.5 The Collection Plan, and any revisions to the plan, are subject to the Director's approval. 22 16C 1 5.21 Ownership of Solid Waste and Program Recyclables From the time that Selid — Residential and Commercial Waste and Program Recyclables are placed at the Curbside or other authorized location for Collection, such materials shall be the sole property of the County. Except where specifically approved in this Agreement, neither the Contractor nor its employee(s) shall have the right to take, keep, process, alter, remove or otherwise sell or dispose of any of the Residential and Commercial Sefid —Waste or Program Recyclables collected pursuant to this Agreement, without the prior written approval of the Director. 5.22 Compaction of Program Recyclables Contractor may compact Program Recyclables while on board the Contractor's vehicle, provided that the compaction process and the density of the load does not adversely affect the marketability of the Program Recyclables. The density shall be computed by dividing the weight of the Programs Recyclables in the load by the capacity (measured in cubic yards) of the compartment holding the Program Recyclables on the Contractor's Vehicle. If the compaction process or density affects the marketability of the Recyclables Materials, the allowable density may be changed by the Director. Further, the allowable density may be changed by the Director if the County requires the Contractor to deliver the Program Recyclables to a Recycling Facility in Collier Countyy pursuant to Section 18.2 herein. 5.23 Sale of Program Recyclables At its cost, the Contractor shall market and sell all of the Residential Program Recyclables and Commercial Recyclables collected by the Contractor pursuant to this Agreement. The Contractor shall be entitled to keep all of the revenues from the sale of these Recyclable Materials, and shall pay for the disposal of all unmarketable materials. The Contractor shall provide the Director with accurate, detailed reports concerning the revenues derived from the sale of Recyclable Materials collected in the County. The report shall separately identify the revenues derived from the sale of each one of the Program Recyclables. The report shall clearly explain how the Contractor estimated the weight and value of the Recyclable Materials in those cases where estimates were used. The reports shall be submitted monthly and annually with the other information required pursuant to Sections 16.2 and 16.3 of this agreement. 5.24 Disposal of Recyclable Materials 5.24.1 Except as expressly authorized herein, the Contractor shall not dispose of any Program Recyclables that have been collected in the County. Such materials shall be sold or otherwise used for a beneficial purpose. 5.24.2 Rejects and Residue shall be beneficially reused or delivered to a Solid Waste management facility for disposal. 5.24.3 The Contractor may file a written petition for relief with the Board if the Contractor determines that the net cost of marketing one or more of the County's Program Recyclables exceeds the net revenues derived from the sale of all of the Program Recyclables. The Contractor's petition shall contain a detailed accounting of the Contractor's costs and revenues for the marketing and sale of Program Recyclables. The petition shall demonstrate that no commercially viable markets have been available to the Contractor for at least ninety (90) calendar days and none are expected to arise within W 16C 1 the next ninety (90) calendar days. When evaluating the Contractor's costs, the County shall not consider the costs associated with the Collection, transportation, storage, and preparation of the Recyclable Materials. If the Board determines that relief is appropriate, the Board may: (a) delete one or more Recyclable Materials from the list of Program Recyclables; (b) reimburse the Contractor for those marketing costs incurred by the Contractor in excess of the revenues generated from the sale of the Program Recyclables; (c) allow the Contractor to dispose of the unmarketable materials at the Naples--Collier County Landfill, without paying the Tipping Fee; or (d) such other relief as the Board deems appropriate. 5.24.4 If the Contractor files a petition with the Board, the County Manager shall review the petition within ten (10) Days and, if the petition appears to be meritorious, the County Manager shall allow the Contractor to take the County's unmarketable Program Recyclables to the Naples- Collier County Landfill for disposal until the Board makes a final determination concerning the Contractor's petition. In such cases, the Contractor shall not pay a Tipping Fee at the Naples- Collier County Landfill for the disposal of the unmarketable materials. 6 Set Out Procedures 6.1 Residential Customers 6.1.1 Except as otherwise provided herein, Residential Customers shall use Curbside Containers for the Collection of Garbage, Rubbish, and Yard Trash, and shall use Recycling GaFts -Carts for the Collection of Program Recyclables. All Garbage and Rubbish shall be Residentialbagged. Residential Customers may use heavy -duty plastic bags for excess Garbage or Rubbish. 6.1.2 Roll Carts Carts shall be used by Residential Customers for Garbage or Rubbish, but not Yard Trash. Other types of Curbside Containers, except plastic bags, shall be used for Yard Trash. Such Containers are subject to the Director's approval, and shall: (a) be constructed so as to prevent intrusion by water and animals, and the exp6i'SiOR Of its teRts; (b) have a cover that is free from sharp edges; and (c) not have inside structures that prevent the free discharge of the container's contents._ Paper sacks may be used for yard trash. —Such containers shall not exceed thirty -two (32) gallons in capacity or fifty (50) pounds in weight when filled. 6.1.3 Residential Program Recyclables shall be Set Out for Collection in Recycling GartsCarts. Cardboard placed in Recycling Carts Carts shall be flattened and, if necessary, cut to a maximum size of 3 ft. x 3 ft. Cardboard may also be stacked and placed outside the Recycling GaFtsCarts. 6.1.4 Discarded materials from small household repairs, renovations or projects shall be placed in a Roll Gaff Carts . 6.1.5 Curbside Containers, Roll CartsCarts, Recycling Ca4sCarts, and any non - containerized waste appropriate for Curbside Collection shall be placed at the Curbside pr+eFafter 6:00 p.m. the day before the scheduled collection 24 16C 1 day and removed from curbside by to 6:00 a.m. Gn thethe day after the scheduled Collection Day. These containers and materials shall be placed at least feuFthree (3) (4)-feet from mailboxes or other obstacles. 6.1.6 A Residential Customer shall not Set Oeut for Collection more than four (4) Tires and two (2) lead acid batteries per month. 6.1.7 A Residential Customer shall contact the Director when the Customer wishes to receive Curbside Collection of Bulk Waste, Bulk Maras +e White Goods, Electronic Equipment, Tires, or lead acid batteries. 6.2 Commercial Customers 6.2.1 Commercial Customers shall use Commercial Containers and /or Roll its Carts for the Collection of Commercial Waste. The Director may authorize the use of Curbside Containers by Commercial Customers where efficiency or other circumstances justify. 6.2.2 Commercial Customers shall place all Commercial Waste and Recyclable Materials in a Collection Container. 6.3 Residential and Commercial Customers 6.3.1 Garbage, Organic Waste, and similar putrescible waste shall not be collected, stored, or Set Out in an open, uncovered Collection Container. 6.3.2 - Commercial Waste and Residential Waste and Yard Trash shall not be placed in the same Collection Container. 6.3.3 Yard Trash placed in Curbside Containers or paper sacks shall be less than four (4) inches in diameter and not exceed four (4) feet in length or fifty (50) pounds in weight, and shall not extend more than twelve (12) inches over the top of the Curbside Container. Yard Trash shall not be Set Out for Collection in plastic bags. 6.3.4 Customers shall not overfill Roll CartsOarts, Recycling CartsCa#s, or Commercial Containers such that lids cannot be securely closed. 6.3.5 Yard Trash that is not containerized shall be bundled and securely tied with a Gerd twine or other material strong enough to support the weight of the bundle. Non - containerized Yard Trash shall not exceed fifty (50) pounds in weight. Non - containerized Yard Trash shall not exceed four (4) feet in length or four (4) inches in diameter. The foregoing restrictions also shall apply to other types of non - containerized 991A Special WasteXGePt -Bulk Waste -- -and Extraordinary Waste. 6.3.6 All Collection Containers shall be placed in locations that allow easy access and convenient use by Customers, and are readily accessible to the Contractor's vehicles. 6.3.7 Commercial Containers shall be placed on a paved level surface. All approaches to Commercial Containers shall be capable of supporting the weight of the Collection vehicle. 6.3.8 In the event the Customer and Contractor cannot agree upon an appropriate location for a Collection Container, the Director shall mediate the dispute and designate the point of Collection. (I.E. Single side service) 25 16C 7 Residential Collection Service 7.1 Basic Collection Service and Collection Freauen 7.1.1 The Contractor shall provide the following Collection Service to each Residential Customer. 7.1.1.1 Residential Waste GaFbage and Rubbish shall be collected at Curbside at least two times each week. This service shall be provided not less than forty -eight (48) hours and not more than seventy -two (72) hours between regularly scheduled Collection Days. 7.1.1.2 Yard Trash shall be collected at Curbside at least once each week. This service shall be provided on one of the two (2) Days when Residential Waste GaFbage is collected. 7.1.1.3 Program Recyclables shall be collected at Curbside at least once each week.--This service shall be provided on one of the two Days when Residential Waste Garbage is collected. 7.1.1.4 Bulk Waste shall be collected at Curbside at least once each week. This service shall be provided on one of the two (2) Days when Residential Waste Garbage is collected wheneuerpass ble. The r shall note and shall pFemptly repo SUGh FnateFial to the Direerer. klnvrrreg1est by the DireGtnr zvr or a Customer, fthre-- GentraEtOF shaalll-- PiGk Up SUEh— itemss on the Rext GGhreduled Golleno +'rr^vr"r [Day for Bulk Waste. However, a request 1_ B-6A Waste GelleGtion must be mare at least ferry eig.pt /4S2 hQ,_irG in advaRGe of the next regularly ached decd flay fer the Gellentien of Bulk Waste 7.1.1.5 White Goods shall be collected at Curbside at least once each week. This service shall be provided on one of the two (2) Days when Residential Waste Garbage -is collected, whenever possible. -The Contractor shall note all —romper ted not scheduled White Goods on all Collection routes, and shall promptly report such material to the Director. Similarly White Goods shall be tagged and reported for non - removal of doors. Upon request by the Director or a Customer, the Contractor shall pick up such items on the next scheduled Collection Day for White Goods. However, a request for White Goods Collection must be made at least forty -eight (48) hours in advance of the next regularly scheduled Day for the Collection of White Goods. 7.1.1.6 Tires and lead acid batteries shall be collected at Curbside once each week when Residential Waste Bulk Waste is collected; however, the Contractor is not rewuiredrequired to collect more than four (4) Tires and two (2) lead acid batteries per month from any Residential Customer. The Contractor shall note all unreported Tires and lead acid batteries on all Collection routes, and shall promptly report such material to the Director. Upon request by the Director or a Customer, the Contractor shall pick up such 26 1 16C 1 items on the next scheduled Collection Day for Tires and lead acid batteries. However, a request for Tires and lead acid batteries Collection must be made at least forty -eight (48) hours in advance of the next regularly scheduled Day for the Collection of Tires and lead acid batteries. 7.1.1.7 Electronic Equipment shall be collected curbside at least once each week. This service shall be provided when Residential Waste Bulk Waste-Is collected. The Contractor shall note all unreported Electronic Equipment on all Collection routes and shall promptly report such material to the Director. Upon request by the Director or Customer, the Contractor shall pick up such items on the next scheduled Collection Day for Electronic Equipment. However, a request for the Collection of Electronic Equipment must be made at least forty -eight (48) hours in advance of the next regularly scheduled Day for the Collection of Electronic Equipment. 7.1.2 Contractor shall provide Back Door Service to handicapped Residential Customers at no additional charge. Upon request by the Director or Contractor, such Customers shall annually provide: (a) a written statement from a licensed physician, documenting the nature of the handicap and the need for Back Door Service; and (b) written confirmation that no able - bodied Person resides in the household. 7.1.3 Except as otherwise expressly provided herein, the Contractor is not obligated by this Agreement to collect Extraordinary Waste. 7.2 Supplemental Collection Services 7.2.1 Contractor shall offer Residential Supplemental Collection Services to Residential Customers, including, but not limited to, Back Door Service for non - handicapped Customers. 7.2.2 Customers desiring Residential Supplemental Collection Services shall request such services directly from the Contractor. The specific arrangements for Residential Supplemental Collection Services are to be determined between the Customer and the Contractor. No such services shall be provided until the Contractor notifies the Customer of the amount of the Contractor's fee and receives the Customer's confirmation that the fee is acceptable. 27 k� 8 Multi - Family Collection Service 8.1 Customers occupying Multi - Family Residences shall receive Residential Non - Curbside Collection Service or Commercial Collection Service. A Customer occupying a Multi - Family Residence shall receive Residential Non - Curbside Collection Service if the Customer pays the County's Special Assessment or receives the Director's approval for such service. All other Customers occupying Multi - Family Residences shall receive Commercial Collection Service. 8.2 A Customer occupying a Multi - Family Residence and receiving Residential Non - Curbside Collection Service shall receive the same level of service, and shall be subject to the same Rates and requirements, as any other Customer receiving Residential Non - Curbside Collection Service. 8.3 A Customer occupying a Multi - Family Residence and receiving Commercial Collection Service shall receive the same level of service, and shall be subject to the same Rates and requirements, as any other Customer receiving Commercial Collection Service. 8.4 The Contractor's exclusive franchise for the collection of Residential Program Recyclables includes the Collection of Program Recyclables generated by those Customers that occupy Multi - Family Residences, even if the Customers receive Commercial Collection Service. 9 Commercial Collection Service 9.1 Basic Collection Service and Collection Frequency 9.1.1 Commercial Collection Service for Garbage and Rubbisl4Commercial Waste shall be arranged between the Commercial Customer and the Contractor. 9.1.2 Commercial Customers shall enter into a contract with the Contractor for the Collection of Commercial Waste and shall pay the County's approved Rates for their Collection Service. The Rates established in Exhibit I(A) include container rental fees. 9.1.3 This agreement does not authorize or require the Contractor to collect Yard Trash or provide Commercial Lawn Care Service. 9.1.4 The minimum Collection frequency for Commercial Customers shall be one time per week, with Collection not more than seven (7) calendar days apart, except for Holidays. Unless the Director approves a different schedule, Commercial Collection Service shall be provided at least twice each week for restaurants, grocery stores, and other facilities that generate significant quantities of Commercial Wasterarbage and other types of p� �+�s waste. 9.1.5 Where several Commercial Customers are within close proximity to each other (e.g., in the same shopping center or mall), such Customers may enter into a joint agreement with the Contractor for the Collection of their Commercial Waste. 9.2 Supplemental Collection Services 9.2.1 Contractor shall offer Supplemental Collection Services to Commercial Customers, including but not limited to the services described in Exhibit 28 I We I(B). The list of Supplemental Collection Services and the associated Rates may be revised when the Board adopts its annual resolution approving the Contractor's Rates. 9.2.2 Commercial Customers desiring Supplemental Collection Services shall request such services directly from the Contractor. The specific arrangements for Supplemental Collection Services are to be determined between the Customer and the Contractor. No such services shall be provided until the Contractor notifies the Customer of the amount of the Contractor's fee and receives the Customer's confirmation that the fee is acceptable. 9.2.3 Contractor shall bill Customers directly for Commercial Supplemental Collection Services in accordance with the Rates stated in Exhibit I(B), unless the County assumes responsibility for billing Commercial Customers. 9.3 Commercial Recycling Services Contractor shall offer to collect Recyclable Materials from its Commercial Customers. In this capacity, the Contractor shall act as a Private Hauler. The Contractor shall be responsible for billing and collecting payment for its services as a Private Hauler. 9.4 Contract for Commercial Collection Service 9.4.1 The Contractor shall prepare a standard form that will be used as its contract with Commercial Customers. The proposed form shall be provided to the Director for approval at least sixty (60) calendar days before the Commencement Date, and whenever the Contractor proposes to change its content. The terms and conditions contained in the form shall be consistent with the requirements in this Agreement. 9.4.2 The Contractor's contract shall identify all of the services that the Contractor will provide to the Customer and all of the associated costs. No fees or charges may be collected from a Customer unless such fees and charges were disclosed in the Contractor's contract. 9.4.3 The Contractor's contract for Commercial Customers shall contain the following information, unless alternate language is approved by the Director: "REGULATION BY COLLIER COUNTY" This contract for the collection of Commercial Solid Waste is regulated by Collier County. If you have any questions regarding the terms and conditions in this contract, you may call the County at (239) 252 - 23804 0. "COMMERCIAL COLLECTION CONTAINERS" You may provide your own Commercial Container (e.g., a roll -off container or compactor) for the solid Commercial Wwaste that you generate on your property; provided that your Commercial Container is one that can be serviced by the Contractor's collection equipment. i 16C 1 In the alternative, you may obtain a Commercial Container from the Contractor. In either case, the Commercial Container must be maintained in a safe, sanitary serviceable condition by the owner of the Commercial Container. "SUPPLEMENTAL SERVICES" The Contractor may provide supplemental services to you, but may only charge the Rates approved by Collier County. The cost of the supplemental services must be separately identified below, in the list of "Rates for Services." "RATES FOR SERVICES" The County has approved standard rates for the collection of Commercial Solid -Waste and for supplemental services. Under this contract, you will pay the following fees for the Contractor's services. You may call the County if you have any questions about the Contractor's rates: (a) CHARGES FOR COLLECTION (b) CHARGES FOR DISPOSAL (c) CHARGES FOR SUPPLEMENTAL SERVICES (d) TOTAL 9.5 Termination of Commercial Collection Service 9.5.1 The Contractor may terminate Collection Service when a Commercial Customer fails to pay for service and the following procedure has been followed:- 9.5.1.1 When a Commercial Customer's payment is thirty (30) calendar days past due, the F,hsee Contractor may mail to such Commercial Customer a notice of intent to terminate service in ten (10) Days. 9.5.1.2 If the Commercial Customer desires to dispute the bill, the Customer shall notify the Director in writing within the ten (10) Day period. Upon receipt of the Customer's notice, the Director shall resolve the dispute. 9.5.1.3 If the balance remains unpaid after the ten (10) Day period provided above, or ten (10) Days following issuance of a written finding by the Director, the Contractor may discontinue Collection Service to the Customer. The Contractor shall notify the Director within one (1) Day after service is terminated. 9.5.1.4 Upon being notified, the County shall take whatever action it deems appropriate to enforce compliance with the provisions of the County's Ordinances. 30 16C 1 9.5.2 In the event service is terminated, the Contractor is authorized to remove from the Customer's Premises any Commercial Containers, Commercial Recycling Containers, or other equipment belonging to the Contractor. 9.5.3 Contractor is authorized to charge interest on delinquent accounts with Commercial Customers and to charge a fee for resumption of service, as provided in Section 26.1.5 of this Agreement. 10 Collection Containers 10.1 Provision of Containers Residential Waste and Yard Trash 10.1.1 Curbside Containers 10.1.1.1 Customers may provide their own containers (up to 32 gallons in capacity) for Yard Trash and shall retain ownership of such containers. 10.1.1.2 The Contractor shall ensure that each Residential Customer has at least one (1) Roll Cart SaFt at all times during the term of this Agreement. The Contractor shall provide at least one Roll Cart Ga44-to each Residential Customer that does not have one. 10.1.1.3 One Roll Cart GaFt shall be provided to each Residential Customer at no cost. Additional Roll CartGa#s may be purchased by the Customer, at the Contractor's invoice price, plus a reasonable fee for delivery. The invoice price is subject to the Director's approval. The delivery fee is set forth in Exhibit I(B). 10.1.1.4 Each Customer shall have the option of receiving a thiFty five , forty_ eight (48), sixty -four (64), or ninety -six (96) gallon Roll Cart Gad. Thereafter, the Customer may exchange its Roll Cart one time for a different size, which shall be provided by the Contractor at no cost to the Customer. The Customer shall pay a fee to the Contractor if the Customer wishes to exchange its Roll Cart Cad -for a different size more than once. The fee is set forth in Exhibit I_(B). 10.1.1.5 The Contractor shall provide a new Roll Cart Ga#-to each new Residential Customers within five (5) Days of notification by the County. 10.1.2 Residential Recycling Bins and Recycling Garts Carts 10.1.2.1 On or before the Commencement Date, the Contractor shall deliver at least one (1) new Recycling Bins Recycling Cart Gad —to each Residential Customer. 10.1.2.2 One (1) Recycling Bin Recycling Cart Dart —shall be provided by the Contractor to each Residential Customer at no cost. Additional Roll Carts Carts may be purchased by the Customer, at the Contractor's invoice price, plus a fee for delivery. The invoice price is subject to the Director's approval. The delivery fee is set forth in Exhibit I_(B). 10.1.2.3 After the Commencement Date, the Contractor shall provide a new Recycling Bin Recycling Cart Dart -to new Residential Customer within five (5) Days of notification by the Director. 10.1.2.4 When requested by the Director, the Contractor shall deliver one or more Recycling CartsTlo e / Recycling Bins to these Residential Customers that 31 16G produce large quantities of Recyclable Materials. The Recycling Cartss/ Recycling Bins shall be provided only to Residential Customers who are not engaged in a commercial business activity at their residence. The County shall provide the second (2 "d) Recycling CartsT-ete l Recycling Bins to the Contractor. Additional Recycling Carts /Recycling Bins may be purchased at the customer's expense. 10.1.2. 410.1.2.5 The Contractor shall deliver smaller Recycling Bins Recycling Carts Carts to the Customers in an age- restricted community, on a community -wide basis, when instructed to do so by the Director. In such cases, the Recycling Bins Recycling Carts Carts shall comply with the specifications in Section 10.3.1 herein, except that the Recycling Bins /Recycling CartsGaFts shall have a rated capacity of a4ly-thirty -five (35) gallons [until these are phased outl or forty -eight (48) gallons. Under the provisions of this Section 10.1.2.45 the Contractor shall not be required to deliver more than two thousand five hundred (2,500) small Recycling Bins /Recycling Carts Carts during the first Agreement Year and not more than five hundred (500) small Recycling Bins /Recycling Carts Darts - during any subsequent Agreement Year. 10.1.3 Commercial Containers 10.1.3.1 Commercial Customers may use their own Commercial Containers, provided the containers are compatible with the Contractor's Collection equipment. Commercial Customers also may obtain Commercial Containers from the Contractor. 10.1.3.2 Upon request by a Commercial Customer, the Contractor shall provide Roll Carts GaFts —or Commercial Containers for the Collection of Solid Commercial Waste and /or Recyclable Materials. Contractor shall provide containers of sufficient size and number, and Collection Service of sufficient frequency, to ensure that all of the Solid Commercial Waste and Recyclable Materials generated by the Commercial Customer are properly stored and contained until they are removed for disposal or processing. 10.1.3.3 The Contractor may supply and maintain compactors and specialized containers, if requested to do so by a Customer. However, a request for a specialized container or equipment shall not be granted by the Contractor if the type of material generated by the Customer requires a greater frequency of Collection than is typically contemplated when using such containers, or if the material is otherwise unsuitable for the use of such equipment or containers. 10.2 Ownership of Containers 10.2.1 Customer -owned Collection Containers shall remain the sole property of the Customer. 10.2.2 The Contractor shall retain ownership of Roll Ga#s Carts, Recycling Bins, and Recycling Carts Safts- provided by the Contractor. Recycling Bins and Recycling Carts Carts provided by the County shall remain the sole property of the County. 10.2.3 The Contractor's Commercial Containers and Commercial Recycling Containers shall remain the sole property of the Contractor. 32 I 16C 1 10.3 Technical Specifications for Containers 10.3.1 Recycling Carts GaFts- supplied by the Contractor shall be of equivaleRt GF PFGjeGt With _ shall be subject to the approval of the Director. Recycling Carts shall: (a) be green; (b) have a rated capacity of sixty -four (64) gallons; and (c) be made of heavy duty plastic; (d) be hot - stamped or labeled in accordance with the specifications provided by the Director; (e) be mounted on two_ , wheels; (f) have attached, hinged yellow lids; and; (g) be compatible with the hydraulic lifting and dumping mechanism mounted on the Contractor's Collection vehicles; 4- M-R^ —a efleav -lid. Each Recycling Cart Cart shall have a flat area on the top (outside) of the lid, which shall be at least eight (8) inches by sixteen (16) inches in size and suitable for the placement of informative stickers or decals. Recycling Carts saFts shall be uniform with regard to color, volumetric capacity, dimensions, finished surfaces, and hot stamping /labeling. A Recycling Cart GaFtshall be constructed: to prevent the intrusion of water and animals, and the expulsion of its contents; with covers that are free from sharp edges; and without any inside structures that prevent the discharge of its contents. The Recycling Cart Gad shall have only one compartment, which shall be used for the storage of all Program Recyclables. Each Recycling Cart GaF -shall be protected by a manufacturer's warranty of at least eight (8) years duration. 10.3.2 Roll GaFts -Carts supplied by the Contractor shall be of equivalent or better quality than those currently in use by the County, and shall be subject to the approval of the Director. Roll GaFts -Carts shall: (a) be green; (b) have a rated capacity of either thirty -five (35) [until these are phased outl or forty -eight (48), sixty -four (64), or ninety -six (96) gallons; (c) be made of heavy duty plastic; (d) be hot - stamped or labeled in accordance with the specifications provided by the Director; (e) be mounted on twos wheels; (f) have attached, hinged lids and (g) be compatible with the hydraulic lifting and dumping mechanism mounted on the Contractor's Collection vehicles. Roll Gaft Carts shall be uniform with regard to color, volumetric capacity, dimensions, finished surfaces, and hot stamping /labeling. A Resysl RgE011 GaFt Cart shall be constructed: to prevent the intrusion of water and animals, and the expulsion of its contents; with covers that are free from sharp edges; -ate; and without any inside structures that prevent the discharge of its contents. 10.3.3 Commercial Containers supplied by the Contractor shall be of equivalent or better quality than those currently in use by the County, and shall be subject to the approval of the Director. Commercial Containers shall have attached lids, unless the Director approves a different design for a particular use. 10.3.4 The Contractor shall provide the Director with the manufacturer's specification sheets for the Contractor's Recycling CartsGarts, Roll CartsGa#s, and Commercial Containers. At a minimum, the specification sheets shall address the following items, if applicable: • Company of manufacture 33 16C 1 • Material of manufacture, including pre- consumer and post- consumer recycled content • Molding technology • Standards of design (e.g., American National Standards Institute) • UV stabilization certification • Load rating • Design standards for lid, handles, lifting, bottom, wheels, axle, and fasteners • Interior and exterior finish surfaces • Color • Volumetric Capacity • Nestability • Identification and Marking • Manufacturer's warranty 10.3.5 The Contractor shall replace the labels on its, bins, Carts saFts and containers, on an as- needed basis, subject to the Director's approval. 10.4 Delivery of Containers 10.4.1 The Contractor shall maintain an adequate supply of Roll Carts Cants -and Recycling CartsTate , and Recycling Bins Carts at all times. The Contractor shall deliver new, additional, and replacement Roll Carts Carts and Recycling Carts Cads -to Residential Customers within five (5) Days othe fetlew;.. ers GGheduled ee^ iGe —T within five (5) working days after# receiving a request for said containers. 10.4.2 The Contractor shall deliver Roll CartsGarts, Commercial Recycling Containers, and /or Commercial Containers to a Commercial Customer within five (5) Days of reeeivingthe fellew6ne week on the Gusterners GGheduled seNeGe days within five (5) working days after a request for such containers. 10.5 Maintenance of Containers 10.5.1 Upon request, tThe Contractor shall maintain all Contractor -owned Roll Ga4sCarts, Recycling GaFts Carts and Collection Containers in good working order to ensure continuous and efficient Collection Service under this Agreement. 10.5.2 Contractor -owned Commercial Containers shall have solid, durable bottoms. Commercial Containers shall be equipped with a heavy -duty removable plug for the purpose of clean out. 10.5.3 The Contractor shall maintain and repair its Commercial Containers so that the containers are free of holes, broken hinges, broken doors or door fasteners, broken wheels, or broken lids. 10.5.4 Contractor -owned Commercial Containers shall be kept painted at all times so they do not become a detriment to the community, with the exception of 34 16C 1 containers made of plastic, aluminum, stainless steel, or other materials that do not readily accept paint. 10.5.5 At its expense, the Contractor shall procure and maintain all essential spare parts for Contractor -owned Containers. The Contractor shall identify and maintain a readily available source of all the spare parts needed to maintain and repair the Contractor's Containers. 10.5.6 The Contractor shall repair, paint, clean and otherwise maintain any GenMers+at -C o n t a i n e r within five (5) Days of beingthe week fellew*Rq week. ' within five (5) working days after requested to do so by the Director. 10.5.7 Customers shall be responsible for maintaining all Customer -owned Commercial Containers, Roll GaFtsCarts, Recycling Bins, Recycling Ga4sCartS, and Commercial Recycling Containers. The Contractor may maintain Customer -owned containers for an additional fee, approved by the County. The Contractor's fee for this service is set forth in Exhibit I(B). 10.6 Repair and Replacement of Containers 10.6.1 At its expense, the Contractor shall repair or replace damaged, Contractor owned Roll - Gams, Cart Recycling Cart Carts -and Collection Containers within thee° (3) D_ y_ within three_f3) working days the f ^ " ^wo ^^ •° °� ^^ ewe of the two SGheduled seFVOGe days after receiving notice from the County or Customer. A temporary replacement covered container shall be provided , with any necessary increase in service, to prevent any potential health risks while the regular container is being repaired or replaced. This requirement also shall apply to all Roll Carts, Recycling Bins, and Recycling Carts provided by the County to the Contractor. At its option, the Contractor may require a Customer to exchange its old Roll Cart Gait -or Recycling Cart GaA -when the Customer receives a new Roll Cart Gartor Recycling Cart Gar -t. from the Contractor. If a Roll -GaFt- Cart or Recycling Gart -Cart must be replaced because of the Customers negligence, the Customer shall pay the Contractor's invoice price for the Roll Cart Gart -or RecyclingGart,_Cart plus a delivery fee. The invoice price is subject to change to the Director's approval. The delivery fee is set feuFthforth in Exhibit I(B). 10.6.2 If the Contractor damages or destroys any Customer -owned Collection Container, the Contractor shall repair or replace said container, at the Contractor's expense, within five (5) Days after receiving notice from the County or Customer. Any replacement container shall be equal to or better than the Collection Container that was damaged or destroyed by the Contractor. 10.6.3 The Contractor shall not be responsible for Unintentional Damage to Customer -owned containers that are caused by the Customer's failure to comply with the Set Out requirements of this Agreement. 10.6.4 The County shall pay the cost of replacing Roll Carts and Recycling Carts that are stolen from a Residential Customer. In such cases, the County may (a) purchase and provide Roll Carts and Recycling Carts to the Contractor or (b) reimburse the Contractor for the purchase price of the Roll Carts and Recycling Carts, as documented by the Contractor's invoices. The county 35 16C 1 shall not pay any profit, mark -up or other charges to the Contractor for Roll Carts and Recycling Carts. The County's payments to the Contractor for the Roll Carts and Recycling Carts shall be made in compliance with the Local Government €-lemma- Prompt Payment Act, Sections 218.70 et. seq. 10.7 Storage of Recyclinq Bins If requested by the Director, the Contractor shall store new and replacement Recycling Bins at the Contractor's equipment yard or at another location in Collier County that is acceptable to the County. The Contractor shall pick -up the Recvclinq Bins from a location in Collier County, as designated by the Director, and shall transport the Recvclinq Bins to the Contractor's storage yard. The Recvclinq Bins shall be kept in a safe, secure manner until they are delivered to the Contractor's Customers pursuant to this Agreement. 11 Vehicles and Equipment 11.1 General Provisions 11.1.1 The Contractor shall purchase and /or lease, and maintain and repair, all vehicles and equipment necessary to maintain its approved Collection schedules, and to promptly and efficiently comply with the requirements in this Agreement. The Contractor's vehicles and equipment shall be compatible (in size and weight) with, and appropriate for, the areas where such vehicles and equipment are utilized. 11.1.2 Collection vehicles and equipment shall be a standard product of a reputable manufacturer so that continuing service, and the supply and delivery of spare parts, may be ensured. Replacement parts do not need to be a product of the same manufacturer. 11.1.3 All Collection vehicles shall have waterproof seals and shall be watertight to a depth sufficient to prevent the discharge or leaking of accumulated water during loading and transport operations. The Collection vehicles shall have solid metal sides and a fully enclosed metal top. 11.1.4 As an alternative to a fully enclosed metal top, the Contractor's Collection vehicles may be equipped with a tarpaulin or a net cover with mesh openings not greater than one and one -half (1'/) inches in size. The cover shall be kept in good mechanical order, without holes. The cover shall fully enclose the Contractor's Load at all times when the vehicle's speed exceeds 20 miles per hour. 11.1.5 Vehicles transporting Program Recyclables shall be covered to latest papeF reGyGlables from Fain and- t-e-- prevent prevent Program Recyclables from blowing or falling out of the vehicle. 36 166 1 11.1.6 Prior to use, a tare weight shall be established for all of the Contractor's Collection vehicles. At the County's discretion, the tare weight of any Collection vehicle may be checked at any time. The County shall adjust its scalehouse and records if there are any changes in the tare weight. 11.1.7 Except for extraordinary circumstances, as determined by the Director, all Collection vehicles and equipment shall be empty and devoid of all Solid Waste prior to the commencement of daily Collection Service. 11.2 Ancillary Equipment 11.2.1 All vehicles used to provide Collection Services under this Agreement shall be equipped at all times with: (a) all safety equipment required by Applicable Laws; (b) a fire extinguisher; (c) a shovel and broom; (d) a spill response kit; and (e) an audible back -up warning device. The spill response kit shall be suitable and adequate for cleaning up any leaks or spills of oil, hydraulic fluid, or other liquids from Contractor's Collection vehicles 11.2.2 All vehicles used to provide Collection Services under this Agreement shall be equipped with a two -way radio, cellular telephone, or other equipment appropriate for communications between the vehicle operator, the Field Supervisor, and the District Manager. The proposed communications system is subject to approval by the Director. 11.2.3 All vehicles used for Collection of White Goods or Electronic Equipment shall be equipped with appropriate ancillary equipment so as to avoid breakage of the Electronic Equipment, or loss of Freon from White Goods, during Collection. 11.2.4 All of the Contractor's Collection vehicles shall be equipped with Global Positioning Systems ( "GPS "). The GPS equipment shall be used to track the vehicles' movement while providing Collection Services pursuant to this Agreement. Upon request, the Contractor shall pFe y ..ithin one day provide its GPS logs and records to the Director. 11.3 Reserve Vehicles and Equipment 11.3.1 The Contractor shall have sufficient reserve vehicles and equipment available to complete daily Collection routes according to the schedules and hours of Collection established in this Agreement. The use of reserve vehicles and equipment shall include, but not be limited to, occasions when front line vehicles and equipment are out of service, or delays prevent front line vehicles and equipment from completing their daily Collection route(s) within the established hours of Collection. 11.3.2 The reserve vehicles and equipment shall be ready to go into service within two (2) hours of any breakdown. The reserve vehicles and equipment shall be similar in size and capacity to the vehicles and equipment being replaced. 11.4 Maintenance and Condition 11.4.1 At a minimum, all of the Contractor's Collection vehicles and equipment shall be maintained in compliance with the manufacturer's specifications. 37 16C 11.4.2 The Contractor's Collection vehicles and equipment shall be kept in good repair and appearance, and in a sanitary, clean condition, at all times. Vehicles shall be washed thoroughly ^^ the eutsi and sanitized with a suitable disinfectant and deodorant, a minimum of once - per -week (or more frequently if necessary). 11.4.3 The Contractor shall monitor, maintain and repair its Collection vehicles and equipment to prevent fuel and lubricant spills. Oil and hydraulic systems, and waterproof seals and enclosures, on the Contractor's vehicles and equipment shall be kept in good repair to prevent leaking. 11.5 Identification 11.5.1 The Contractor's name and the County's Ceustomer Sservice telephone number shall be displayed at all times, in letters at least four (4) inches high, on both side doors of the Contractor's Collection vehicles. The Contractor's telephone number also may be displayed beneath the County's customer service number. Truck identification numbers shall be displayed at all times, in letters at least four (4) inches high, on all four (4) sides of all Collection vehicles. 11.5.2 All Collection vehicles shall display information approved by the Director concerning the type of material (Salid Commercial Waste and Residential Waste, Yard Trash or Recyclable Materials) being collected. The information shall be displayed at all times, on both sides of the vehicle body, in letters at least six (6) inches high. The information displayed on the Contractor's vehicles shall be subject to Director's approval, which shall not be unreasonably withheld. 11.5.3 Contractor shall label its Commercial Containers with letters and /or numbers at least four (4) inches high. The labels shall be placed on at least two (2) sides of each Commercial Container. At least one of the labels shall be readily visible when the container is placed at a Commercial Customer's site. 11.6 Compliance with the Law 11.6.1 At all times, the Contractor and its employees shall operate and maintain all Collection vehicles and equipment in compliance with all Applicable Laws. 11.6.2 At all times, the Contractor shall maintain all necessary licenses and registrations, and shall timely pay all fees and taxes, on all vehicles and equipment, as required under Applicable Laws. 11.6.3 All equipment shall be operated in compliance with the Florida Uniform Traffic Control Law, Sections 316.515 through 316.6105, Florida Statutes, and the County Ordinances, as amended from time to time. 11.7 County's Right to Inspect Vehicles 11.7.1 The Director may inspect the Contractor's vehicles, equipment, licenses and registrations at any reasonable time. The County reserves the right to inspect each Collection vehicle, each day, prior to its use in the County. 11.7.2 The Director shall have the authority to require the Contractor to have removed from service any Collection vehicle or equipment that is leaking or spilling fluids, Salid— Commercial Waste and 38 I 16C 1 Residential Waste, or Recyclable Materials. The Director also may require any Collection vehicle to be washed within one (1) Day. In such cases, the Contractor shall immediately notify by e -mail and phone the Director of the remedial action that w4l -bewas taken to correct the problem and schedule a re- inspection of vehicle before placing back in service. 11.8 Storage and Repair The Contractor shall provide a garage and maintenance facility for its vehicles and equipment that enables all weather, year round maintenance operations. The Contractor shall not use County property to store or house any vehicles or equipment. 12 Employees and Supervisors 12.1 District Manager Contractor shall appoint an employee to serve as the District Manager. The District Manager shall be the primary point of official contact on behalf of the Contractor for all technical and administrative matters pertaining to this Agreement. The District Manager must have at least ten (10) years of prior managerial experience with programs of this nature and size. The District Manager shall have the authority to make significant decisions relevant to the day -to -day operation of Contractor's program under this Agreement. The District Manager shall have direct access to the Contractor's management for resolving problems beyond the District Manager's authority. At all times during the term of this Agreement, the Director shall have immediate access to the District Manager, and the District Manager shall be one hundred percent (100 %) dedicated to overseeing and implementing the Contractor's performance under this Agreement. Any communications or writings that are required under this Agreement to be given to the Contractor shall be delivered to the District Manager. Such communications or writings shall be deemed received by the Contractor when delivered to the District Manager. 12.2 Field Supervisor The Contractor shall designate a Field Supervisor(s), who shall oversee the provision of the Collection Services under this Agreement. The Field Supervisor(s) shall have immediate access to an automobile or pick -up truck, and shall be readily available by two -way radio or cellular telephone, at least between 6:00 a.m. and 6:00 p.m., Monday through Saturday. 12.3 Employee Conduct All Contractor personnel shall maintain a courteous and respectful attitude toward the public at all times. The Contractor shall instruct its employees to avoid loud and/or profane language at all times, and to not drive while communicating on a cellular phone — during the performance of their duties under this Agreement. 12.4 Employee Appearance and Identification The Contractor shall furnish each employee with an appropriate means of identifying him/her as an employee of the Contractor. The identification need not be a uniform or a complete set of clothing, but must be sufficient to ensure easy identification. The Contractor's employees shall wear the identification at all times while on duty. 39 16C j Shirts must be worn at all times. The Director has the right to approve the identifiers or identification furnished by the Contractor. 12.5 Removal of Employees The Director reserves the right to disapprove and request removal of any Contractor personnel assigned to the County's work. Such disapproval or request shall be for reasonable cause only and shall be addressed in writing to the Contractor's District Manager. Notwithstanding the foregoing, the Contractor shall not be required to take any action with regard to the Contractor's personnel that would violate any Applicable Law. The Contractor shall defend, save, and hold the County harmless from and against legal actions by any employees so removed. 12.6 Employee Training and Licenses 12.6.1 All of the Contractor's employees shall be qualified and appropriately trained for the tasks assigned to them. The Contractor shall provide refresher courses and additional training to its employees, as needed, to ensure compliance with the requirements of this Agreement and all Applicable Laws. 12.6.2 At all times when operating vehicles or equipment pursuant to this Agreement, the Contractor's employees shall carry a valid Florida driver's license for the type of vehicle or equipment being operated.. and be able to show proof upon hiring. 12.6.3 The Director may request the Contractor's employees to produce their driver's license for inspection at any time when the employee is on duty. 13 Local Office 13.1 The Contractor shall maintain a customer service /dispatch office within the County. The Contractor's office shall be open for business, and the contractor shall have personnel available for the purposes of dispatch, complaint resolution, and other matters between the hours of 6:00 a.m. and 6:00 p.m., Monday through Friday, and on Saturdays from 6:00 am to 3:00 p.m.., or until the Contractor's last Collection vehicle returns to Contractor's equipment yard, hichever is later. The office shall be equipped with a two -way communication system that can be used to contact the Director, the Contractor's District Manager, the Contractor's Field Supervisor, and all of the Contractor's Collection vehicles. 13.2 The Contractor's office shall be equipped with sufficient personnel and equipment to document and timely respond to Legitimate Complaints. A responsible, experienced Person shall be present and in charge of the office during all business hours, Monday through Saturday. Contractor shall use an answering machine or answering service to record messages when the office is closed. 13.3 The Contractor shall establish a process for receiving and handling emergency calls, both during and after normal operating hours. Such process shall be subject to the Director's approval. Processes for emergency calls are included in Exhibit IX 13.4 The Contractor shall provide all of its electronic reports and communications to the County in a format that is compatible with the County's software programs. 13.5 Upon request of the Director, the Contractor shall provide adequate space in the Contractor's office to house a County employee. The Contractor also shall provide a .l] 16C 1 computer connection to the Internet and a telephone for the County employee. The Contractor shall cooperate with and assist the County employee, who will monitor the Contractor's operations and compliance with the Agreement. 14 Handling of Complaints 14.1 The Director shall be responsible for receiving all complaints from Customers. 14.2 Any complaints received by the Contractor shall be forwarded by electronic mail to the Director within one (1) hour after the complaint is received by the Contractor. 14.3 The Director shall determine whether a Customer's complaint is a Legitimate Complaint. Legitimate Complaints include but are not limited to: • Missed Collections; • Failure to respond to Missed Collections in compliance with the requirements of this Agreement; • Mishandling of Solid Commercial Waste and Residential Waste, Recyclable Materials or Collection Containers; • Damage to public or private property; and • Failure to obey tFaffiG FegUla.4ORS; and • Discourteous treatment of Customers. 14.4 The Director shall notify the Contractor when the Director determines that a Customer has a Legitimate Complaint. The Director shall coordinate with the Contractor to ensure that all Legitimate Complaints are promptly resolved. 14.5 The Contractor shall take whatever steps are necessary to remedy the cause of a Legitimate Complaint. If the Director notifies the Contractor before 12 p.m. (noon) concerning any Legitimate Complaint the Contractor shall investigate and respond to the Director before the end of the day. If the Director notifies the Contractor after noon, the Contractor shall investigate and respond to the Director before noon on the next Day. 14.6 The Contractor shall inform the Director about the status of each Legitimate Complaint_ withie —If the Director notifies the Contractor before 12 p.m. (noon) concerning any Legitimate Complaint the Contractor shall investigate and respond to the Director before the end of the day. If the Director notifies the Contractor after noon, the Contractor shall investigate and respond to the Director before noon on the next Day.six (6) heUF 14.7 The Contractor may request and the Director shall grant additional time to remedy a Legitimate Complaint when the Contractor uses its best efforts to correct the problem, but is unable to do so within sox eu: the time frame outlined in Section 14.5 and Section 14.6. 14.8 In all cases, the Contractor shall notify the Director within the time frame outlined in Section(s)14.5, 14.6, and 14.7 siX (6) heuFs=-after the Legitimate Complaint is resolved 41 6 C, 15 Customer Dispute Resolution 15.1 The Director shall investigate all unresolved disputes between the Contractor and a Customer, including but not limited to disputes concerning the proper interpretation and implementation of this Agreement and the Ordinance. The Director shall resolve such disputes. 15.2 The Director shall notify the Contractor and the Customer in writing of the Director's determination about the disputed issues, including any deficiencies in their respective performance. 15.3 The Contractor and Customer shall have ten (10) Days to correct any deficiency or provide the Director with a written request for a hearing before the County Manager. 15.4 If a request is filed, the County Manager shall act upon such request within twenty (20) Days. The County Manager shall provide the parties an opportunity to present their arguments and evidence concerning the relevant issues. The County Manager shall notify the Customer, the Contractor, and the Director in writing concerning the County Manager's decision. The County Manager may: confirm, in whole or in part, the Director's findings; relieve the Contractor or the Customer of responsibility for their deficiencies; or take whatever other action the County Manager deems necessary and appropriate. The County Manager's decision shall be final and non - appealable. 16 Record Keeping and Reporting 16.1 Record Keeping 16.1.1 Equipment Maintenance Log. Contractor shall keep a maintenance log for each vehicle and piece of equipment used for Collection Service. At a minimum, the log shall show: the identification number for the vehicle or equipment; the date and description of all routine maintenance activities; and the date and description of all repair activities. 16.1.2 Non - Collection Notice Log. Contractor shall maintain a log of all occasions when Non - Collection Notices have been placed. The log shall include: the date when the notice was placed; the Customer location; the Customer type (i.e., Residential or Commercial); and the reason for each Non - Collection Notice. 16.1.3 Legitimate Complaint Loq. Contractor shall maintain a log of all Legitimate Complaints. The log shall include: the date and time when the Contractor was notified by the County; the Customer's location; Customer type; a description of the complaint; the date and time when the complaint was resolved; and a description of how the complaint was resolved. 16.1.4 Program Recyclables Log, Contractor shall maintain a log concerning the Program Recyclables that the Contractor collects in the County. The log shall identify: the amount of Program Recyclables collected each month in the City of Naples, the City of Marco Island, and Everglades City; the corresponding amounts for the other areas in Service District I; the names and locations of the Recycling Facilities where the Program Recyclables were delivered; and the amounts that were delivered to each Recycling Facility. This information shall be reported separately for each type of Recyclable Material. The Contractor's log shall clearly explain how the 42 16C 1 Contractor estimated the amount of Recyclable Material in any instance where weight records are not available. 16.1.5 White Goods Log. Contractor shall maintain a log concerning the White Goods collected by the Contractor. The log shall identify: the date of Collection; the Customer's location; and the number and types of White Goods collected. 16.1.6 Tire Collection Log. Contractor shall maintain a log concerning the Tires collected by the Contractor under this Agreement. The log shall identify: the date of Collection; the Customer's location; and the number of Tires collected. 16.1.7 Battery Collection Log. Contractor shall maintain a log concerning the Batteries collected by the Contractor under this Agreement. The log shall identify: the date of Collection-, the Customer's location; and the number of Batteries collected. 16-1. 616.1.8 Bulk Waste Loa Contractor shall maintain a log concerning the Bulk Waste collected by the Contractor under this Agreement. The log shall identify: the date of Collection; the Customer's location; the type of materials collected; and the approximate volume and weight of the materials collected. 16.1- 716.1.9 Electronic Equipment Log Contractor shall maintain a log concerning the Electronic Equipment collected by the Contractor under this Agreement. The log shall identify: the date of Collection; the Customer's location; the type of Electronic Equipment collected; the approximate volume and weight of the materials collected; the names and locations of the Recycling Facilities where the Electronic Equipment was delivered, and the amount of Electronic Equipment that was delivered to each Recycling Facility. 16.1.10 All of the Contractor's logs shall be kept current and up -to -date. The logs shall be maintained in an electronic database that is compatible with the County's software systems. The database shall be available for inspection by the County at any time during normal business hours. The information in the log shall be provided to the Director, upon request, within one (1) Day. 16.1-a 816.1.11 The general format and content of the Contractor's logs shall be subject to the Director's approval. 16.2 Operational MoPA*v-Report 16.2.1 Contractor shall submit operational y reports to the Director as requested within fifteen (15) Days of the Director's request. The form and content of the reports are subject to the Director's approval. 16.2.2 At a minimum, the operational MGnth y report shall provide the following information concerning Residential Customer service: 16.2.2.1 Tonnage collected during the month for each of the following materials: Solid Commercial Waste and Residential Waste; Program Recyclables; corrugated cardboard; and Yard Trash. The tonnages for each material shall be reported separately for: (a) Customers occupying Multi - Family Residences and receiving Commercial Collection Service; (b) Customers 43 16C j occupying Multi - Family Residences and receiving Residential Non - Curbside Collection Service; and (c) all other Residential Customers. 16.2.2.2 Tonnage collected during the month in the District Unincorporated a eas the Gity of MaFGG IslaR J and Everglades Pity for each of the following materials: Commercial Waste and Residential Sol Waste; Program Recyclables; corrugated cardboard; and Yard Trash. The tonnages for each material shall be reported separately for: (a) Customers occupying Multi - Family Residences and receiving Commercial Collection Service; (b) Customers occupying Multi - Family Residences and receiving Residential Non - Curbside Collection Service; and (c) all other Residential Customers. (a) GustGrne% E)G661PyIng Multi- Farrnily Residences and reG in ReCidente °and— rreceiving Residential GeI;eGtl9^— SeWiGe; and (a— G) other Residential Customers. 16.2. 2.416.2.2.3 The number of Residential Customers participating in the Recycling Program. 16,.E .516.2.2.4 Number, type, and weight of White Goods and Electronic Equipment collected during the month. 16.2 616.2.2.5 Number of Tires and lead acid batteries collected during the month. 16r2T1642.2.6 Number of Non - Collection Notices issued to Customers during the month. 16816.2.2.7 Number of Missed Collections, and the total number of Legitimate Complaints, during the month. 16.2.2.916.2.2.8 6c�16.2.2.8 The number of Recycling Ga#iSCarts, and Roll Carts GaFts distributed during the operational Period Month, plus the total number of Recycling Carts andCar-ts -ate Roll Carts Ea#s provided to Residential Customers during the Agreement Year. 16.2.3 The operational MGRth4y report shall provide the following information for Commercial Customer service: 16.2.3.1 For each Commercial Customer: the name and mailing address of the Customer; the location, size and number of containers used by the Customer; the owner of the containers; the frequency of Collection for each container; and any Supplemental Collection Service received. 16.2.3.2 Tonnage collected during the month for each of the following materials: Solid Commercial Waste and Residential Waste; Program Recyclables; and Yard Trash. 16.2.3.3 Tonnage collected during the month for each of the following materials: newspaper; glass; aluminum cans; steel cans; and corrugated cardboard. 16.2.3.4 Number of Missed Collections, and the total number of Legitimate Complaints, during the month. 44 16C 1 16.2.3.5 Names and addresses of any Commercial Customers that were offered and declined Collection Service for Recyclable Materials. 16.2.4 The Contractor shall identify each number in the operational y report that is based on an estimate and shall clearly explain how the Contractor estimated the number used in the report. 16.3 Annual Report 16.3.1 Contractor shall submit Annual Reports to the Director within thirty (30) calendar days after the end of each Agreement Year. 16.3.2 At a minimum, the Annual Report shall include the following information: 16.3.2.1 Annualized information for all items required in the Monthly Report for Residential and Commercial Customer service. 16.3.2.2 An updated list of all vehicles and equipment used to provide Collection Services under this Agreement, including make, type, year, license number, and ID number for each. 16.3.2.3 An updated Collection Plan, including current route maps and schedules for all Collection Services provided under this Agreement. 16.3.2.4 A description of any public education activities completed by the Contractor and a general accounting of the amount of money expended during the year for educational purposes. 16.3.2.5 A description and inventory, indicating quantities and condition, of the equipment, facilities, manpower, and other resources the Director deems necessary for emergency conditions. 16.3.2.6 A trend analysis and overall evaluation of the number and types of Legitimate Complaints received by the Contractor on a monthly and annual basis during the term of this Agreement. The evaluation shall include a corrective action plan for systemic and chronic problems. 16.3.2.7 An updated Contingency Plan. 16.3.2.8 A summary of all accidents and Legitimate Complaints involving damage to public or private property. 16.3.2.9 Upon request by the Contractor, the Director may waive one or more of the requirements for the Annual Report. 16.4 Other Reports, Documents and Notifications 16.4.1 Residential Recycling Participation Report. Contractor shall perform a "Set Out" count of Customer participation in the residential recycling program, in March and September of each Agreement Year. Contractor shall provide reports to the Director concerning the Collection of Residential Program Recyclables and Residential Yard Trash no later than April 15th and October 15th, respectively. The Director and the Contractor shall agree on the format of the reports. The reports shall evaluate the data for each Collection route, and for all Collection routes combined. These counts shall be performed under the direction and to the satisfaction of the Director. 16.4.2 Updates to Safety Plan. Contractor shall continuously update its safety plan to reflect any changes in Contractor's operations. The Contractor shall 45 16v 1 deliver an updated plan to the Director within five (5) Days whenever any changes are made to the safety plan. 16.4.3 Accidents and Property Damage. Contractor shall notify the Director of any accidents involving the Contractor's staff, vehicles, or equipment requiring notification to OSHA or any other Person under Applicable Laws. Contractor also shall notify the Director of accidents involving damage to public or private property. In all such cases, verbal and written notice shall be provided within six (6) hours of the accident_ and a written repeFt shall he are uRFesG!ved at that e, a suhbsequeRt repGrl shall be pFevided to the Derr Gtnr �e iithin tWO (2) Bays fellewinn the ultimate di pe itiGn of the n 6e GTVYTpI ffl i rvav�o �......� �� ., � u The Contractor also shall provide the Director with copies of any reports or notices provided to OSHA or the Department of Transportation, within two (2) Days after such documents are submitted. 16.5 General Record Keeping and Reporting Requirements 16.5.1 Contractor shall cooperate with the Director and provide every reasonable opportunity for ascertaining whether or not the duties and responsibilities of the Contractor are being performed. 16.5.2 Contractor shall promptly provide any information, in addition to that required explicitly by this Agreement, that the Director or the Contractor deem relevant under the circumstances. 16.5.3 The County shall have the right to inspect, and audit, at the County's expense, all of the Contractors financial books and records concerning the Contractor's services under this Agreement. Work papers of the Contractor's auditor shall be made available to the Director, upon request. The Director also shall have the right to inspect and copy all of the Contractor's other books and records, except for confidential and proprietary information, concerning the Contractor's services under this Agreement. 16.5.4 The Contractor's documents shall be made available for inspection during normal business hours at the Contractor's office in Collier County. These documents may be copied by the County, at its expense. These documents shall be maintained by the Contractor for at least five (5) years following the date when they were prepared, or the termination of this Agreement, whichever occurs first. 16.5.5 All of the Contractor's reports to the County shall be submitted in a hard copy and in an electronic format approved by the County. The form and content of all reports are subject to the Director's approval. 16.5.6 In any report submitted to the County, the Contractor may include proposals for changes in this Agreement or the County's operations that will increase operating efficiencies or reduce costs for the County. 17 Education, Promotion and Public Awareness 17.1 Participation in County Activities 46 16C 1 Contractor shall participate in the County's Solid Waste program activities, including but not limited to: public appearances in support of the County's Recycling Program; use of the County's recycling theme, colors, and logos on Collection vehicles and containers; distribution of promotional literature; participation in special events; special educational presentations; and similar activities. All literature shall include a County phone number, approved by the Director. From time to time, but not more than twelve (12) times per year, Contractor shall assist and /or support the County at local special events (e.g., Earth Day). Examples include but are not limited to: using Collection vehicles to participate in local parades; bringing Collection vehicles to special events; and providing staff to assist County staff at various informational booths. The Contractor shall not be required to staff booths more than a total of 60 Person hours per year. 17.2 Usage of County Themes and Logos Upon request, Contractor shall display the County's recycling, waste reduction, and conservation themes and logos on signs (decal or painted) on designated Collection vehicles. Lettering size shall be appropriate to the size of the sign. The Director shall approve the content, style, size and form of such signs. The signs also shall be subject to the Contractor's approval, which shall not be unreasonably withheld. 17.3 Distribution of Information with Recycling Containers Contractor shall distribute informational, promotional and educational materials (e.g., brochures, newsletters, door hangers, etc.) provided by the County. The materials shall be delivered to the Customer with the delivery of each new or replacement Recycling Container. 17.4 Distribution of Information to Commercial Customers Contractor shall provide information to all Commercial Customers regarding the County's Recycling Program, waste reduction program, Hazardous Waste collection program, and related matters. This information shall be distributed in March and November of each Agreement Year. The form and content of this information shall be subject to the Director's approval. 17.5 Production and Distribution of Promotional and Educational Material In addition to the staffing requirements in Section 17.1, Contractor shall expend $50,000 per Agreement Year in assisting the County with educational, promotional, and public awareness activities, including, but not limited to the following: 17.5.1 At its expense, Contractor shall mail one (1) Solid Waste informational document, developed and published by the County, to all Customers in the Contractor's Service District. The document shall be distributed quarterly each Agreement Year. The County shall give the Contractor a minimum of four (week's notice prior to the mailings. Contractor shall perform mailings under the direction and to the satisfaction of the Director. 17.5.2 At its expense, Contractor shall distribute pre - printed promotional materials (e.g., brochures, newsletters, flyers, door hangers, magnets) up to four (4) times per Agreement year, to all Customer's in the Contractor's Service District. These materials shall be developed and provided by the County to educate Residential and Commercial Customers about the proper methods to be used to Set Out their Sefid- Commercial Waste and Residential Waste, 47 16C Yard Trash and Program Recyclables, and to provide other information concerning the County's Solid Waste program. 17.5.3 At its expense, Contractor shall publish a quarter -page, County - prepared advertisement, promoting Solid Waste programs. The advertisement shall be published twice each Agreement Year in the newspaper that has the largest local circulation. 17.5.4 When determining whether the Contractor has satisfied its obligation to spend $50,000 per Agreement Year on educational activities, the County shall consider and include the Contractor's out -of- pocket costs for printing, publishing, and mailing educational materials to Customers pursuant to Sections 5.3 (during the transition before the Commencement Date), 17.1, 17.2, 17.3, and 17.4, above, but shall not include any costs incurred by the Contractor pursuant to Section 17.6, below. The County will, with the cooperation of the Contractor, maintain a record of all educational activities and their costs for each Agreement yYear. 17.6 Public Notices Concerning Changes in Collection Services At its expense, the Contractor shall prepare and publish a notice whenever the Contractor's schedule or Collection Days are changed for Residential Customers. The notice shall be subject to approval by the Director. The notice shall be placed in the newspaper that has the largest circulation in the County. The notice shall cover at least one - quarter (1/4) of a page in the general section of the newspaper (i.e., not in the legal or classified advertisements). The Contractor also shall mail or deliver the notice to each Residential Customer within the Contractor's Service District that will be affected by the change. The notices shall be published and delivered not less than ten (10) calendar days and not more than thirty (30) calendar days prior to the Contractor's change in service. 18 Changes to Services 18.1 Addition or Deletion of Recyclable Materials 18.1.1 If the County decides to change the Materials Acceptance Protocol, or add or delete Program Recyclables, the County and Contractor shall enter into good faith negotiations to amend this Agreement, if necessary, to reflect such modifications. -If the County determines it is appropriate to add or delete Program Recyclables, Contractor shall be given at least sixty (60) days to adjust its services accordingly. All amendments shall be Board approved. 18.1.2 If the County and Contractor fail to reach an agreement regarding the Rate to be paid following the addition or deletion of any Program Recyclables, the County may require the Contractor to participate in mediation, as specified in Section 30 of this Agreement. 18.2 Recycling Facility in Collier County 18.2.1 The County may require the Contractor to deliver Recyclable Materials collected in Service District I to a Recycling Facility located in Collier County. The Director shall give the Contractor at least three hundred sixty- W. fl 16C 1 five (365) calendar days notice before requiring the Contractor to use a Recycling Facility designated by the County. The Contractor shall not receive any additional fee or an increase in the Rates for taking Recyclable Materials to the County's Designated Site in Collier County. 18.2.2 If the County requires the Contractor to deliver Recyclable Materials to a Designated Site in Collier County, the County shall reimburse the Contractor for the lost profits, if any, that the Contractor would have earned under this Agreement from the sale of those Recyclable Materials. The County's obligation to reimburse the Contractor for lost profits shall only apply to those Recyclable Materials that will be collected in Service District I and delivered to the Designated Site during the remaining portion of the term of the Agreement, prior to any subsequent renewals. Any disputes concerning the amount of the Contractor's lost profit shall be resolved through the dispute resolution process described in this Agreement. 18.3 Provision of Service Upon Termination If this Agreement is terminated by the County, the Board may, at its sole discretion, authorize one or more qualified hauling contractor(s) to provide Collection Services for Sel+d- Commercial Waste and Residential Waste, Program Recyclables, and Yard Trash in Service District I, under such terms and conditions as the Board deems appropriate. 18.4 Collection and Processing of Commercial Organics 18.4.1 If the County decides to collect and process Commercial Organics, the County shall give the Contractor an opportunity to submit a proposal for providing these services in Service District I. If the County and Contractor are unable to negotiate a mutually acceptable agreement for the provision of these services, the County may issue a request for proposals or take such other action as it deems appropriate. 18.4.2 If the County executes a contract with a Person other than the Contractor for the Collection of Commercial Organics in Service District I, the County shall give notice to the Contractor at least ninety (90) calendar days before the Person begins to collect Commercial Organics pursuant to its contract with the County. In Such case, the County shall reimburse the Contractor for the lost profits the Contractor would have earned under this Agreement from the Collection of Commercial Organics in Service District 1 during the remaining portion of the term of this Agreement, prior to any renewals of the Agreement, but only if the only to the extent that: (a) the County's Collection of Commercial Organics directly causes a reduction in the amount of Solid Waste collected annually by the Contractor; and (b) the reduction is greater than five percent (5 %). 18.4.3 For the purpose of Section 18.4.2, "lost profit" means a reduction in the Contractor's net revenue that was directly caused by a reduction in the amount of Commercial Organics collected by the Contractor under this Agreement. 'befits- deesLost profits do not include reduction in net revenue that was caused by increased capital or operating expenses. 18.4.4 For the purpose of Section 18.4.2, the parties shall determine whether there has been a reduction in the amount of Solid Waste collected under this 49 16G ], Agreement by comparing (a) the amount of Solid Waste collected during the first twelve (12) months after the County begins to Collection Commercial Organics and (b) the amount of Solid Waste collected during the prior twelvemonths. 18.4.5 To calculate lost profits under Section 18.4.2, the parties shall: (a) determine the net revenue the Contractor earned for the Collection of one ton of Commercial Organics during the twelve (12) months before the County began to collect Commercial Organics; (b) determine the extent to which the reduction in the Contractor's Collection of Solid Waste exceeded five percent (5 %), (c) convert the value identified in subsection (b) into tons, and (d) multiply the Contractor's net revenue per ton as determined pursuant to subsection (a), by the appropriate number of tons, as determined pursuant to subsection (c), and by the remaining number of years (or fractions thereof) in the term of the Agreement. This calculation may be expressed by the following formula: LP= NRPTxETxT Where: LP is the amount of the Contractor's lost profit; NRPT is the Contractor's net revenue per ton; ET is the excess tonnage (i.e.; the amount greater than a 5% reduction in the Contractor's Collections); and T is the time (years) remaining under the Agreement. 19 Additional Services 19.1 Commercial Waste Reduction The County reserves the right to negotiate with the Contractor to implement incentives to increase the diversion of Commercial Recyclables from the Naples Landfill. 19.2 Communitv Service At its expense, Contractor shall provide the following services for community programs, in accordance with applicable Board resolutions: 19.2.1 Provide Collection Service for monthly community clean -up projects. Collection Service for each community clean -up shall include: up to four (4) sites; a minimum of two (2) roll -off containers at each site; and a minimum of three (3) additional roll -off containers per site, with one each for Yard Trash, White Goods, and Tires. Each roll -off container shall be emptied up to three (3) times. The County shall pay the Tipping Fee for the disposal of materials collected during the community clean -ups. 19.2.2 Provide Curbside Collection for up to four thousand (4,000) thirty -two (32) gallon bags of Selid - Commercial Waste and Residential Waste, and up to four hundred (400) thirty -two (32) gallon bags of Program Recyclables, collected annually during Keep Collier County Beautiful events or similar clean -ups. The County shall pay the Tipping Fee for the disposal or processing of the collected materials. 19.2.3 Transport ( "backhaul ") the County's compost to County parks. The County and the Contractor shall agree on the schedule of delivering the compost. 50 The Contractor shall haul at least twenty -four (24) Loads of Compost per year. 19.3 Pilot Studies During the term of this Agreement, the County will likely conduct pilot studies to evaluate strategies that may increase recycling, waste reduction, Collection efficiency, or reduce the County's costs. Contractor shall cooperate with the County in conducting such pilot studies, and shall enter into good faith negotiations with the County if additional services are necessary from the Contractor to carry out the pilot studies. 19.4 Electronic Equipment The Contractor shall collect and preeess Electronic Equipment that is discarded in the Contractor's Service District. At a minimum, the Contractor shall provide the following services at no cost to the County except as otherwise provided below: 19.4.1 EteGtFGRiG EquipmeRt. These events shall he held of a timn_and nlaGe that zr ru a manage the E,eG+rn�_Equipment delivered tG site. GentFaGt()F 19.4.1 The Contractor shall collect Electronic Equipment that is Set Out at Curbside by the Contractor's Residential Customers and Commercial Customers. The Contractor shall transport the Electronic Equipment to an appropriate Recycling Facility for processing. The Contractor may hold Electronic Equipment Collection Events as agreed with the Director. 19.4.2 The GGRtFa F shall plaGe a GGRtaiReF at eaGh GRe of the Geunty's e pty +he GORta"Rer, as- Resessar , and piall traRspert -tha c',Ris -The GGRtFaGt9F alse shall tFaiR the appropriate members ef the Q wit.,'_ st-aff nnnnerninn the proper management of these materials 19.4.319.4.2 The County shall reimburse the Contractor for the cost of processing the Electronic Equipment collected at gM events and the County's transfer stations. The County shall be billed on a monthly basis for the processing services. The County shall enly pay the G9RtFaGtOF' 19.4.419.4.3 The Director may terminate the Contractor's services for Electronic Equipment at any time, in the Director's sole discretion. The Director may expand the scope of the Contractor's services, on terms that are mutually acceptable to the parties. 19.4.519.4.4 The materials classified as Electronic Equipment may be expanded or revised with the mutual consent of the County and the Contractor. 51 16C j 19.4.619.4.5 When Electronic Equipment is collected by the contractor pursuant to this Agreement, the Contractor initially shall transport the Electronic Equipment to a Designated Site in Collier County, as instructed by the Director. At the - Designated Site, the -Cant shall wFap and p-epaFe the E!eGtrnnin Equir'm —, Ier shipment to a Re YcliRg Facility. The DITect6r shipment to a ResYs4ing- Fas+4fty. The astsFshall remove the F!estre4t+s €quipment -frem the- Ceanty's Designated Site withiR three (3) Days afte; roroiving the D'rontnr'S nn}ino 19.4.7 The G9RtFaGtOF shall pay all Gests asGE)Giated with the tFaRspeFtatiGR Gf the 0• _ _ (;E)RtFaGtOF if the \ _ _ _ Miles _ • i At _ the GentraGtE)F _ _ 20 Emergency Situations and Disaster Debris 20.1 Use of Contractor Services If excessive amounts of Disaster Debris accumulate because of a hurricane, tropical storm, freeze, severe weather or other natural or manmade disaster, the County, at its sole discretion, may utilize the Contractor (WMIF) to assist with Collection of the Disaster Debris. The County also may utilize the County's Disaster Debris Contractor in accordance with the County's Comprehensive Emergency Management Plan, as amended from time to time. If the Director determines that an emergency situation exists, the Director may direct the Contractor to perform such work for the Rates specified in Section 26.2 of this Agreement. Nothing herein shall require the County to utilize the services of Contractor, or prevent the County from hiring other parties to perform part or all of such work_. The County also reserves the right to utilize County personnel and equipment in the removal of Disaster Debris. 20.2 Variance in Routes and Schedules In the event of a hurricane, major storm, or other natural or man -made disaster, the Director may grant Contractor a variance from the Contractor's regular routes and schedules. In the event such a variance is granted, there shall be a corresponding reduction in payment to the Contractor, if appropriate. As soon as practicable after such a disaster, the Director shall advise the Contractor when normal Collections and routes can be resumed. The County and the Contractor shall make every effort through the local news media to inform the public when regular services can resume. 20.3 Contingency Plan Contractor shall develop a Contingency Plan, which shall describe the Contractor's plan of action in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. The Contingency Plan shall 52 16C 1 describe the steps that the Contractor shall take to avoid interruptions in Collection Service. The Contingency Plan shall be submitted to the Director by August 1, 2005 Thereafter, Contingency Plan shall be updated and resubmitted to the Director with the Contractor's annual report pursuant to Section 16.3, and within two (2) Days whenever the plan is revised by the Contractor. 20.4 Emergency Management/Disaster Meetings Contractor shall attend the County's emergency management/disaster preparedness meetings, and shall provide the County with any materials that may be useful to the discussion, including, but not limited to, Collection schedules and routes and security codes to private community gates. The Director shall notify the Contractor of the date, time and location of the meetings, and any necessary materials to be provided by the Contractor. 21 Insurance 21.1 Requirements for Insurance Carriers Contractor shall procure and maintain the following types of insurance coverage at all times during the term of this Agreement. The policies of insurance shall be written on forms acceptable to the County, and shall be placed with an insurance carrier that is approved and licensed by the Insurance Department of the State of Florida and acceptable to the Director. The insurance carrier shall have a minimum financial rating by the A.M. Best & Company of no less than "Excellent ", with a minimum class size of "VII ". 21.2 Workers Compensation Insurance Contractor shall provide workers compensation insurance, on behalf of all employees who provide a service under this Agreement, as required under any Applicable Law, including Chapter 440, Florida Statutes. Contractor shall provide employers liability insurance with limits not less than: 21.2.1 $1,000,000 per employee per accident 21.2.2 $500,000 disease aggregate 21.2.3 $500,000 employee per disease 21.3 Commercial General Liability Contractor shall provide commercial general liability insurance including, but not limited to, bodily injury, property damage, contractual, products and completed operations, and personal injury, with limits of not less than $1,000,000 per occurrence, $2,000,000 aggregate, covering all work performed under this Agreement. 21.4 Automobile Liability Contractor shall provide automobile liability insurance, including bodily injury and property damage for all owned, leased, hired and non -owned vehicles, with limits of not less than $1,000,000 combined single limit, covering all work performed under this Agreement. (Limits may be satisfied by combining an umbrella form and automobile liability form for a combined total limit of $10,000,000.) 21.5 Umbrella Liability 53 16G 1 Contractor shall provide umbrella liability insurance with limits of not less than $10,000,000 per occurrence, covering all work performed under this Agreement. 21.6 Hazardous Waste Insurance If regulated quantities of Hazardous Waste are identified while carrying out this Agreement, no further work is to be performed in the area of the Hazardous Waste until the County's Risk Management Department has been consulted as to the potential need to procure and maintain any or all of the following coverage's: 21.6.1 Contractor's Pollution Liability. For sudden and gradual occurrences, in an amount no less than $5,000,000 per claim and $5,000,000 in the aggregate, arising out of the work performed under this Agreement, including, but not limited to all Hazardous Waste identified under this Agreement. 21.6.2 Asbestos Liability. For sudden and gradual occurrences and in an amount no less than $1,000,000 per claim and $1,000,000 in the aggregate, arising out of work performed under this Agreement. 21.6.3 Hazardous Waste Disposal. When applicable, the Contractor shall designate the disposal site and furnish a certificate of insurance from the disposal facility for Environmental Impairment Liability Insurance, covering liability for sudden and accidental occurrences in an amount not less than $5,000,000 per claim and $5,000,000 in the aggregate, and shall include liability for non - sudden occurrences in an amount not less than $10,000,000 per claim and $10,000,000 in the aggregate. 21.6.4 Hazardous Waste Transportation. When applicable, the Contractor shall designate the hauler and furnish a certificate of insurance from the hauler for automobile liability insurance with Endorsement MCS90 for liability arising out of the transportation of Hazardous Waste, with an amount not less than $1,000,000 annual aggregate, and provide a valid EPA identification number. 21.6.5 Certificates of Insurance. The certificate of insurance furnished by the Contractor shall clearly identify the hazardous material exposure work being performed under this Agreement. 21.7 General Insurance Requirements Unless otherwise approved by the County's Risk Management Department, all policies required herein, with the exception of workers compensation insurance, are to be written on an occurrence basis, and shall name Collier County, its commissioners, officers, agents, employees, and volunteers as additional insured. Insurer(s), except with regard to the workers compensation coverage, shall waive all rights of subrogation against Collier County, its commissioners, officers, agents, employees and volunteers. 21.8 All of the insurance requirements imposed on the Contractor in this Agreement also shall be applicable to the Contractor's subcontractors under this Agreement. The Contractor shall be held responsible for any deficiencies, deviations, or omissions in any subcontractor's insurance. 21.9 Each insurance policy required by this Agreement shall: 21.9.1 Apply separately to each insured against whom claim is made and suit is brought, except with respect to the limits of the insurer's liability. 54 16C 1 21.9.2 Be endorsed to state that coverage shall not be modified, suspended, voided, or canceled until 30 calendar days after written notice by certified mail, return receipt requested, has been given to Collier County's Risk Management Department. 21.10 The County shall retain the right to review, at any time, the Contractor's coverage, form, and amount of insurance. Upon request, the Contractor shall provide copies of its insurance policies to the Director within two (2) Days. 21.11 The procuring of required policies of insurance shall not be construed to limit Contractor's liability or to fulfill the indemnification provisions and requirements of this Agreement. 21.12 Contractor shall be solely responsible for payment of all premiums for insurance contributing to the satisfaction of this Agreement and shall be solely responsible for the payment of all deductibles and retentions to which such policies are subject, whether or not Collier County is an insured under the policy. 21.13 Claims made policies shall be accepted for professional and such other risks as are authorized by the County's Risk Management Department. All claims made policies contributing to the satisfaction of the insurance requirements herein shall have an extended reporting period option or automatic coverage of not less than two years. If provided an option, the Contractor agrees to purchase the extended reporting period on cancellation or termination, unless a new policy is affected with a retroactive date, including at least the last policy year. 21.14 Certificates of Insurance evidencing Claims Made or Occurrence form coverage and conditions to the Contractor, as well as the County's contract number and description of work, are to be furnished to the Director prior to September 1, 2005, and within thirty (30) calendar days of expiration of the insurance contract, when applicable. All insurance certificates shall be received and approved by the County's Risk Management Department before the Contractor shall be allowed to commence or continue work. 21.15 Notice of Accident (occurrence) and Notice of Claims associated with work being performed under this Agreement, shall be provided to the Contractor's insurance company as soon as practicable after notice to the Contractor of any incident (occurrence) or claim arising out of the terms of this Agreement. The Notice of Accident shall be provided to the Director within two (2) Days. 21.16 Adiustments to Insurance Requirements At the end of the initial Term and each renewal Term, the County shall have the right to require the Contractor to increase the amount of the insurance coverage provided under this Agreement. 21.17 Noncompliance Should the Contractor at any time fail to maintain the insurance coverage's required in this Agreement, the County, at its discretion, is authorized to purchase such coverage and charge the Contractor for the coverage purchased. The County shall be under no obligation to purchase such insurance, or to be responsible for the coverage purchased, or the financial stability of the insurance companies used. 22 Performance Bond 55 16C 1 22.1 Contractor shall furnish the County with a Performance Bond or other financial instrument ensuring the faithful performance of this Agreement. The bond shall be provided no later than September 15, 2005. The Performance Bond shall be in an amount not less than fifty percent (50 %) of the value of one (1) year of the Contractor's Residential Collection Service. The general form of the Performance Bond is shown in Exhibit V-(A). The amount of the Performance Bond shall be determined by the Director and calculated in accordance with the formula in Exhibit V_(B). The term of the Performance Bond shall be no less than one year, beginning on the Commencement Date. Contractor shall furnish the County with a new Performance Bond for an additional term of not less than one year, from the expiration date of the Performance Bond then in effect, for each year this Agreement is in effect. The new Performance Bond shall be submitted at least thirty (30) days prior to the expiration date of the Performance Bond then in effect. 22.2 The Performance Bond shall be issued by one and only one surety, which shall be a surety company authorized to do business in the State of Florida, and holding a Certificate of Authority from the Secretary of the Treasury under Act of Congress, approved on July 30, 1947, (U.S.C. 613). Acceptable surety companies shall be licensed to do business in Florida and shall have an A.M. Best rating of "A" or better and a "T" Underwriting Limitation which is not exceeded by this project's Performance Bond. 22.3 The form of the proposed Performance Bond shall be provided to the Director by July 15, 2005, for approval. 23 Assignment and Subletting 23.1 No assignment of this Agreement or any right or responsibility occurring under this Agreement shall be made in whole or in part by the Contractor without the express written consent of the Board. The Board shall have the right to approve or deny, with or without cause, any proposed or actual assignment by the Contractor. Any assignment of this Agreement made by the Contractor without the express written consent of the Board shall be null and void and shall be grounds for the County to declare a default of this Agreement. In such cases, the Board may terminate this Agreement by giving written notice to the Contractor, and upon the date of such notice, this Agreement shall be deemed immediately terminated. Upon such termination all liability of the County under this Agreement to the Contractor shall cease, except for the amounts due and owing for Collection Services completed at that time. Thereafter, the County shall have the right to call the Performance Bond and shall be free to negotiate with any Person for the service which is the subject of this Agreement. 23.2 In the event that the Board's consent to any proposed assignment is denied, Contractor shall continue to provide all of the services required herein for the remainder of the Term. 23.3 If any assignment is approved by the Board, the assignee shall fully assume all of the liabilities of the Contractor. 23AThe requirements of this Section 23 shall include, but not be limited to cases where the Contractor hires a subcontractor to undertake any of the Contractor's obligations under this Agreement. 56 16C 1 24 Transfer of Ownership The transfer of this Agreement, by transfer of ownership, transfer of corporate shares, or any other means to effect a change in the ownership structure of the Contractor, shall be effective only after approval by the Board. An application to transfer this Agreement shall be submitted jointly by the proposed transferor and transferee, and shall contain the same information as necessary as for the granting of a franchise. The proposed transferee shall verify in writing that (a) it will comply with all of the requirements in this Agreement and (b) it has the financial resources, expertise, equipment and other capabilities necessary to do so. The Board may grant or deny the application for transfer, or may grant the application subject to conditions. 25 Payment for Services and Administrative Fees 25.1 Prohibitions on Payments Neither the Contractor nor its agents, subcontractors, employees or other representatives shall accept monetary remuneration from any Customer for the provision of services described in this Agreement, unless such payments are explicitly authorized in this Agreement, and the payments are less than or equal to the amounts authorized. 25.2 County's Obligation to Pay for Residential Collection Service The County shall be responsible for billing and collecting the fees that must be paid by the County's residents for Residential Collection Service. In turn, the County shall make monthly payments to the Contractor for the Residential Collection Service that the Contractor provides. The Contractor shall be entitled to payment for the services it renders, even if the County does not collect the necessary fees for such services from the County's residents. The Contractor shall be responsible for billing and collecting its fees for any Residential Supplemental Collection Service. 25.3 Procedure for Payment of Residential Service The County's payments to the Contractor for Residential Collection Service shall be made on a monthly basis, for services performed during the previous month, in an amount equal to one - twelfth of the approved annual payment per Residential Customer. Payments to the Contractor shall be calculated by: (a) multiplying the Rate for Residential Collection Service by (b) the number of Residential Customers that received Residential Collection Service during the month, and (c) deducting any liquidated damages assessed against the Contractor. Payment shall be sent to the Contractor within the first twenty (20) Days of the month. 25.4 Adding New Residential Customers If a new Residential Customer is added to the Customer List, the County shall pay the Contractor for its services to the new Customer, subject to the following conditions. If the Contractor's initial service to a new Customer commences prior to the fifteenth calendar day of the month, the County's payment for that Customer will be for a full month's service. If the initial service commences on or after the fifteenth day of the month, there will be no payment to the Contractor for any services provided that month. 57 16C ], 25.5 Removinq Residential Customers If the County removes a Customer from the Customer List, the County shall reduce its payments to the Contractor, subject to the following conditions. If the County notifies the Contractor on or before the fifteenth calendar day of the month that the Customer has been removed from the Customer List, the Contractor shall not be paid for any service it provides to the Customer during that month. If the County notifies the Contractor after the fifteenth day of the month that the Customer has been removed from the Customer List, the Contractor shall be paid for the entire month. 25.6 Overpayments and Underpayments for Residential Service If the Contractor provides service to a Person that is not included in the Customer List provided by the County, the Contractor shall provide the Director with appropriate information, in the format required by the Director, concerning the existence of and service to the Person. Upon verifying this information, the County shall revise the Customer List and shall begin remitting monthly payments to the Contractor for its new Customer. If the County pays the Contractor in error, for whatever reason, the Contractor shall promptly notify the Director to rectify the mistake. The Director shall make appropriate adjustments to the Contractor's payments under this Agreement to offset any past underpayments or overpayments resulting from any error. 25.7 Payments for Commercial Service Contractor shall be responsible for the billing and collection of Rates to be charged for Commercial Collection Service and Commercial Supplemental Collection Service, including collection and payment of Tipping Fees. The Contractor shall pay the Tipping Fee at the Designated Site when the Contractor delivers Commercial Waste or Commercial Recyclables. 25.8 County Billings for Commercial Service The County, at its sole option, may elect to take over the billing and collection of fees for Commercial Collection Service. If the County elects to do so, the Contractor shall provide the County with a comprehensive list of Commercial Customers, including the location, size and number of containers, and frequency of Collection, in an electronic format approved by the County. The Contractor and County agree to enter into good faith negotiations to amend this Agreement (including Rates) to reflect such a change. 25.9 Administrative Fees To compensate the County for the cost of administration, supervision and inspection required for the effective performance of this Agreement, the Contractor shall pay to the County an administrative fee equal to two percent (2 %) of all gross revenues collected from Residential Customers, plus three percent (3 %) of all gross revenues collected from Commercial Customers, including disposal fees, arising out of any services or operations governed by this Agreement. The amount of the administrative fee may be adjusted by the County on October 1 of each Agreement Year, beginning on October 1, 2006, but the administrative fee shall not exceed five percent (5 %). The administrative fee shall not be increased unless the Rates in Exhibit I are increased appropriately to maintain the Contractor's net revenues. 58 16C 1 For the purposes of determining the amount of the administrative fee, gross revenues shall include the disposal fees associated with Residential Collection Service, whether or not such fee is directly collected or paid by the Contractor. The residential disposal fee to be used for this purpose shall be based upon the Rates established in the exhibits attached hereto. Administrative fees shall be payable monthly in arrears with the disposal fees. Any amounts not paid when due shall earn interest at the maximum legal rate. Adjustments to the administrative fee, based upon new or additional information about the Contractor's gross revenues, may be made from time to time by the Director, after providing notice to Contractor. 26 Rates 26.1 Standard Rates 26.1.1 Separate Rates for Residential Curbside Collection Service, Commercial Collection Service, and for each Residential and Commercial Supplemental Collection Service, are shown in Exhibits 1_(A) and I_(B) of this Agreement. 26.1.2 Contractor shall utilize the Rates in Exhibits I and II of this Agreement when billing its Customers. 26.1.3 Contractor is authorized to charge interest at the rate set by Florida Statutes, on any delinquent Commercial Customer account. 26.1.4 Contractor may collect a deposit prior to initiating service to a Commercial Customer. The deposit shall not exceed the expected charge for two (2) months service to the Commercial Customer. In the event a deposit is collected, it may be used to offset any delinquent amounts due the Contractor after termination of service. Any remainder of a collected deposit shall be returned to the Commercial Customer. 26.1.5 The Contractor may charge a fee to a Commercial Customer for resumption of service, where the Contractor discontinues service because the Commercial Customer became delinquent in payments. The amount of the fee is set forth in Exhibit I (B). 26.2SPecial Rates for Emergency Situations and Disaster Debris If the Director makes a determination that an emergency situation exists and directs the Contractor to collect Disaster Debris, as specified in Section 20 of this Agreement, the County shall pay the Contractor the following rates. 26.2.1 If the quantity of Yard Trash collected from Residential Customers in a given month exceeds 110 percent of the previous four -year average quantity of Residential Yard Trash collected during that month, the County shall pay the Contractor a per -hour rate for each hour needed to collect Yard Trash in excess of 100 percent of the average. The hourly rate for a Federal Emergency Management Administration (FEMA) event is $140.00; the hourly rate for a Non -FEMA event is $125.00. The current four- year monthly averages are provided in Exhibit VII, and will be recalculated annually. 26.2.2 If the quantity of Solid Waste collected from Residential Customers in a given month exceeds 110 percent of the previous four- year average 59 16U 1 quantity of Residential Solid Waste collected during that month, the County shall pay the Contractor a per -hour rate for each hour needed to collect Solid Waste in excess of 100 percent of the average. The hourly rate for a FEMA event is $140.00; the hourly rate for a Non -FEMA event is $125.00. The monthly averages for 2002 -2003 are provided in Exhibit VII. The most recent four year averages will be determined on the Commencement Date and recalculated annually thereafter. 26.2.3 If the County directs the Contractor to utilize roll -off containers for Collection of Disaster Debris, the County shall pay the Contractor per hour for placement and Collection of each roll -off container. The per hour charge for a FEMA event $115.00; the per hour charge for a non -FEMA event is $100.00. Tipping Fees will be paid by the County. 26.2.4 At its option, the County may pay the Contractor $11.50 per cubic yard for the Collection of Yard Trash, instead of the amounts authorized in Section 26.2.1, above. This fee shall be in effect during the first Agreement Year. Thereafter, this fee shall be reviewed and renegotiated annually. 27 Rate Adjustment 27.1 Annual CPI Adiustments to Collection Rates 27.1.1 The Collection portion of the Residential Customer Rates and the collection portion of the Commercial Customer Rates (e.g. front -load, compactor, and roll - off Rates) shall be adjusted on October 1St of each year, beginning in the second Agreement Year, as described below. 27.1.2 The Rate shall be adjusted in an amount equal to seventy percent (70 %) of the change in the Consumer Price Index ( "CPI ") during the previous year, but the adjustment shall not exceed five percent (5 %) in any one year. The formula in Exhibit 11 shall be used to calculate the Rate for the upcoming Agreement Year. 27.1.3 The CPI shall be the lesser of the United States All Urban CPI, or the Southern All Urban CPI, published by the U.S. Department of Labor, Bureau of Labor Statistics, for the twelve (12) months ending on the April 30th that precedes each new Agreement Year. If the CPI is discontinued or substantially altered, the County may select another relevant price index published by the United States Government or by a reputable publisher of financial and economic indices. 27.1.4 Exhibit II contains sample calculations that illustrate how the collection Rates will be adjusted, based on CPI. 27.1.5 The fees set forth in Exhibit I(B) for Supplemental Services shall be adjusted annually to account for changes in the CPI. These CPI adjustments shall be made in the same manner as the other CPI adjustments described in this Section 27.1. 27.2 Adjustments to Commercial Disposal Rates 27.2.1 The disposal Rates for Commercial Customers shall be adjusted in the manner shown in Exhibit II, whenever the Tipping Fee at the Naples- Collier County Landfill is adjusted. 27.2.2 At least thirty (30) calendar days prior to the effective date of any proposed adjustment in the Tipping Fee to be charged at the Naples- Collier County .e 16C 1 Landfill, the County shall notify the Contractor of such adjustment, and shall provide the Contractor with a revised calculation of the Commercial Customer Rates, -(e.g. front - loader, compactor, and roll off Rates), based on the proposed change in the cost of disposal of Solid Waste at the Naples Landfill. 27.2.3 Exhibit II contains sample calculations that illustrate how the disposal Rates will be adjusted, based on changes in the Tipping Fee. 27.3 Changes Imposed by Law 27.3.1 If a change in law will directly affect the Contractor's cost of providing its services under this Agreement, the Contractor may prepare a schedule of proposed Rates which shall pass on the increased or decreased costs in a fair and non - discriminatory manner. The schedule shall be accompanied by all the work papers necessary for the Director to fairly evaluate the proposed Rate increase or decrease. The Director shall review the information provided and shall request such additional information as may be necessary. The Director shall determine within forty -five (45) calendar days the merits of the request, and shall make a recommendation to the Board at a regular meeting. Adjustments to the Rates, if any, shall become effective upon the date designated by the Board. 27.3.2 A "change in law" means the adoption, promulgation, or modification of any Applicable Law after the Effective Date, which directly and substantially affects the Contractor's or County's performance under this Agreement. A change in law does not include a change in any tax law or workers' compensation law. 27.4 Extraordinary Rate Adjustment 27.4.1 Once each Agreement Year, the Contractor may petition the Board for a Rate adjustment on the basis of extraordinary or unusual changes in the cost of operations that could not reasonably be foreseen by a prudent operator. Contractor's petition shall contain a detailed justification for the Rate adjustment. Among other things, the Contractor's petition shall include an audited statement of Contractor's historical and current expenses, confirming an extraordinary increase in Contractor's costs due to factors beyond the Contractor's control, which have occurred through no fault or negligence of the Contractor. The audited statement shall be prepared by a certified public accountant, licensed in the State of Florida that is not an employee of the Contractor or its affiliates. At its expense, the County may audit the Contractor's records to evaluate the Contractor's request. The Director may request from the Contractor, and the Contractor shall provide, all of the information that is reasonably necessary for the Director to evaluate the Contractor's petition. 27.4.2 In its sole discretion, the Board shall approve or deny the request within sixty (60) days after the Director receives all of the information needed to evaluate the Contractor's proposal. The Board's decision shall be final and non - appealable. 27.4.3 If the Contractor's request is granted, the Board shall have the right to reduce the Contractor's Rates when the Contractor's costs are reduced. Every twelve (12) months after a request is granted, the Director shall have 61 16C ji the right to request, and the Contractor shall prepare promptly upon request, an updated audit and explanation of whether the extraordinary Rate increase should remain in effect. 27.5 Rate Reductions The Board shall have the right to reduce the Rates, after providing notice to the Contractor and an opportunity for a hearing. The Board may exercise its right when the Board determines that a change in law, a reduction in the Tipping Fee, or extraordinary event warrants a reduction in the Contractor's Rates. 28 Liquidated Damages 28.1 Basis for Liquidated Damages The County and Contractor acknowledge and agree that it is difficult or impossible to accurately determine the amount of damages that would or might be incurred by the County due to those failures or circumstances described in this Section 28 and for which the Contractor would otherwise be liable. Therefore, the following administrative assessments shall constitute liquidated damages, not penalties, for the Contractor's breach of this Agreement. These administrative charges may be deducted from the County's payments to the Contractor. 28.1.1 Failure to clean up spilled liquids or material in compliance with the requirements in this Agreement within the deadlines set forth herein, after notification by the Director or a Customer. Each failure shall result in the imposition of a $250 assessment per event. 28.1.2 Failure or neglect to collect properly prepared Sel+dCsommercial Wwaste, Rfesidential Waste, Yard Trash, or Program Recyclables from any Premises at those times provided by this Agreement, within the deadline set forth herein, after notification by the County or Customer. Each failure shall result in the imposition of a $100 fee. If the Contractor fails to meet the deadlines contained in this Agreement, each additional Day of delay after the initial violation shall result in the imposition of an addition $250 assessment. 28.1.3 Failure or neglect to correct chronic problems (chronic shall mean three (3) or more Legitimate Complaints at the same Premises within a twelve (12) month period) shall result in the imposition of a $250 assessment. The first assessment shall be imposed for the third Legitimate Complaint. Additional assessments may be imposed for each Legitimate Complaint thereafter. If the Contractor has more than five (5) chronic complaint problems within one month, there shall be an additional $500 assessment. 28.1.4 Failure or neglect to complete each street on a route (including missing whole or partial streets) on the regularly scheduled Collection Day, within the deadline set forth herein, shall result in the imposition of a $500 /street/day assessment. 28.1.5 Intentionally mixing Yard Trash, Program Recyclables, Sal+d Waste, EIeGtFGRiG Fig ,;,,meR Commercial Wwaste, Residential Waste, or any other materials that are required to be collected separately, shall result in the imposition of a $1,000 assessment per occurrence. 62 s.� 16C 1 28.1.6 Mixing Commercial and Residential Waste or Yard Waste during Collection, without prior written approval from the Director, shall result in the imposition of a $1,000 assessment for each occurrence. 28.1.7 Failure to maintain a Collection vehicle or equipment in a clean and sanitary manner shall result in the imposition of an assessment of $100 per vehicle per day. 28.1.8 Mixing Commercial Recyclables and Residential Program Recyclables during Collection, unless prior approval for the mixing has been granted by the Director, shall result in the imposition of a $1,000 assessment for each occurrence. 28.1.9 Failure to resolve Legitimate Complaints, other than Missed Collections, within seven (7) Days of notification shall result in the imposition of a $250 per day assessment for each occurrence until such complaint is resolved to the satisfaction of the County. 28.1.10 Failure to timely file any report or document required herein shall result in the imposition of a $100 assessment for each Day that each report or document is late. 28.1.11 Failure to dispose of Residential Waste or Commercial Waste collected in the Contractor's Service District at a Designated Site shall result in the imposition of liquidated damages equal to the current tip fee at the Designated Site, plus twenty -five percent (25 %), for each ton disposed at non - Designated Site. 28.1.12 Failure or neglect to correct chronic equipment problems (chronic shall mean three (3) instances of the same or similar problem with the same equipment/truck within a twelve (12) month period) shall result in the imposition of a $250 assessment. The first assessment shall be imposed for the third problem. Additional assessments may be imposed for each problem thereafter. 28.1.13 Failure to properly and legibly label Recycling Containers, Commercial Containers and/or Rail GaFtsroll tete4:6carts /- recycle t9teFScarts - within five (5) Days of receiving notice from the Director, shall result in the imposition of a $100 assessment for each container not properly labeled. 28.1.14 If the Contractor fails to comply with any provision of this Agreement for which liquidated damages have not been specified in this Section 28.1, the County may impose a $200 assessment per occurrence per day. 28.1.15 Failure to have a vehicle operator properly licensed, or failure of the operator to carry his license while on duty, shall result in a $100 assessment per occurrence per day. 28.1.16 Failure to maintain office hours in the manner specified in this Agreement shall result in a $100 assessment per occurrence per day. 28.1.17 Failure to replace or repair a damaged container as specified in this Agreement shall result in a $25 assessment per incident per location per day. 28.1.18 Failure to service a Legitimate Complaint within the specified time frame shall result in a $50 assessment per incident per day. 63 28.1.19 If the Contractor notifies the Director that a complaint has been resolved, when the complaint has not been resolved, there shall be a $200 assessment per incident 28.1.20 Collections outside of the hours specified in this Agreement, without prior approval of the Director, shall result in a $100 assessment per incident per day. 28.1.21 Failure of personnel to treat customer(s) or their property in a professional manner shall result in a $15 assessment per incident. 28.1.22 Blocking driveways with personal Csontainers, R4:OII teter6Csarts or Recycling &R-s tstersCsarts shall result in the imposition of a $25 assessment per incident, per day. 28.1.23 Failure to provide timely promotional, educational materials and /or advertisements shall result in the imposition of a $1,000 assessment per event. 28.1.24 Failure to comply with the deadlines in Section 5.3 and 5.4 for the Transition Period shall result in an assessment of $1,000 per day, per incident. 28.2 Procedure for Assessing Liquidated Damages 28.2.1 Based upon an investigation, the Director shall determine whether liquidated damages shall be assessed against the Contractor. The Contractor shall not be required to pay liquidated damages in those cases where the delay or failure in the Contractor's performance was (a) excused in advance by the Director or (b) due to unforeseeable causes that were beyond the Contractor's reasonable control, and without any fault or negligence of the Contractor. 28.2.2 Prior to assessing liquidated damages, the Director shall provide written notice to the Contractor, indicating the County's intent to assess liquidated damages. 28.2.3 After receiving the Director's letter, Contractor shall have ten (10) Days to file a written letter of protest with the Director. 28.2.4 If a protest is timely filed, the matter shall be referred to the County Manager for resolution. The County Manager shall review the issues in a timely manner and then provide a written decision to the Contractor. 28.2.5 If the County Manager's decision is unacceptable, the Contractor shall have ten (10) Days to file a written petition with the Director for a hearing before the Board. Upon the timely filing of a petition, the Board shall provide the Contractor with an opportunity to be heard at a public meeting and then the Board shall notify the Contractor in writing of its decision concerning the liquidated damages. The decision of the Board shall be final and non - appealable. 28.2.6 If a protest or petition is not timely filed by the Contractor, or if the Board concludes that liquidated damages should be assessed, the Director shall deduct the liquidated damages from the County's next payment to the Contractor for Collection Services. 64 1 I 1 y- 16C 1 28.2.7 The procedures in this Section 28 shall be used in lieu of the procedures in Section 30 to resolve disputes concerning liquidated damages. 29 Events of Termination 29.1 Failure to Fulfill Obligations of Agreement 29.1.1 The County may terminate this Agreement for Contractor's failure to fulfill a material obligation of the Agreement, including but not limited to: 29.1.1.1 Refusal to comply with any lawful order of the Board. 29.1.1.2 Failing to begin work within the time specified in this Agreement. 29.1.1.3 Failing to properly and timely perform work as instructed by the Director or as provided in this Agreement. 29.1.1.4 Willful delay in filing reports and audits. 29.1.1.5 Performing the work unsuitably or neglecting or refusing to correct such work as may be rejected as unacceptable, unsuitable or otherwise nonconforming or defective. 29.1.1.6 Discontinuing operations without authorization from the Director. 29.1.1.7 Failing to resume work that has been suspended within a reasonable time after being notified to do so. 29.1.1.8 Failing to obey any Applicable Law. 29.1.1.9 Willfully collecting any Rates, charges or fees for the Collection (including disposal costs) of—SaW Csommercial Waste Rresidential Wwaste or Recyclable Materials within the Contractor's Service District, when such sums are not approved by the Board, or are greater than the amounts approved by the Board. 29.1.1.10 Willfully circumventing Rates, charges or fees due for the Collection (including disposal costs) of S44 Ceommercial Waste, Rfesidential Wwaste Recyclable Materials, and Yard Trash within the Contractor's Service District. 29.1.1.11 Otherwise failing to perform or abide by the terms of this Agreement. 29.1.2 When any of the above reasons exist, the County Manager may terminate this Agreement, without prejudice to any other rights or remedies of the County, after giving the Contractor and the Contractor's surety, if any, written notice that the Contractor has seven (7) Days to cure the default. Contractor may be granted an extension of time to cure the default if it is not reasonably possible to comply within seven (7) Days. 29.1.3 If the Contractor fails to cure the default within seven (7) Days and the Agreement is terminated for failure to provide satisfactory performance, the Contractor shall be entitled to receive compensation for all reasonable and allocable services that were satisfactorily performed by the Contractor up to the date of termination. If the County terminates this Agreement because of the Contractor's default, the Contractor shall be liable for all excess costs that the County is required to expend to complete the work covered by this Agreement. 65 16C 1 29.1.4 Except where otherwise specifically provided, the measure of damages to be paid by the Contractor to the County due to any failure by the Contractor to meet any of its obligations under this Agreement shall be the actual damages incurred by the County. 29.1.5 If the County terminates this Agreement because of a default by the Contractor, the Contractor shall be liable to the County for all actual damages incurred by the County as a result of the Contractor's default. The foregoing shall apply without regard to the County's rights pursuant to the Performance Bond. 29.1.6 If the Contractor has abandoned performance under this Agreement, then the County may terminate this Agreement three (3) calendar days after providing written notice to the Contractor of its intention to do so. The notice shall state the evidence indicating the Contractor's abandonment. For purposes of this paragraph, abandonment constitutes ceased operations for a period of time that results in failure to perform the terms of this Agreement. 29.2 Insolvency of Contractor Either the appointment of a receiver to take possession of all or substantially all of the assets of the Contractor, or a general assignment by Contractor for the benefit of creditors, or any action taken by or suffered by Contractor under any insolvency or bankruptcy act shall constitute a breach of this Agreement by Contractor. In such cases, the County may terminate this Agreement three (3) Days after giving notice to the Contractor of its intent. 29.3 Repeat Violations of Agreement If the Contractor's record of performance shows that the Contractor has frequently, regularly, or repetitively defaulted in the performance of any of the covenants, conditions, or requirements contained in this Agreement, and regardless of whether the Contractor has corrected each individual condition of default or paid liquidated damages, the Contractor shall be deemed a "habitual violator" and shall forfeit the right to any further notice or grace period to correct, and all of the prior defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. Under such circumstances, the Board shall issue the Contractor a final warning, citing the grounds therefore, and any single default by Contractor of whatever nature, subsequent to the issuance of the Board's notice, shall be grounds for immediate termination of this Agreement. In the event of any such subsequent default, the County may terminate this Agreement upon giving written notice to the Contractor, and termination shall be effective three (3) Days after the notice is delivered. All fees due to the Contractor hereunder, plus any and all charges and interest, shall be payable to the date of termination, and the Contractor shall have no further rights hereunder. Immediately upon receipt of the Board's final notice, the Contractor shall cease any further performance under this Agreement. 29.4 In the event this Agreement is terminated, all liability of the County under this Agreement shall cease and the County shall have the right to utilize the Performance Bond, as necessary to obtain Collection Services from another Person. The Contractor shall reimburse the County for all direct and indirect costs the County incurs while obtaining interim Collection Service. .. 16C 7 30 Dispute Resolution Process 30.1 The County and Contractor agree to cooperate and act in good faith at all times when dealing with each other. If a dispute arises between the parties, the parties shall attempt to resolve their differences quickly and informally. If they are unable to do so, they shall seek relief by the following the procedures in Section 30.8, below, or by initiating a non - binding mediation process, pursuant to Section 30.2 below. 30.2 ALL CLAIMS, DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATED TO THE PERFORMANCE, INTERPRETATION, APPLICATION OR ENFORCEMENT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PAYMENT AND CLAIMS FOR BREACH OF THIS AGREEMENT, SHALL BE REFERRED TO NON - BINDING MEDIATION BEFORE INITIATION OF ANY ADJUDICATIVE ACTION OR PROCEEDING, AT LAW OR IN EQUITY, UNLESS IT SHALL BE UNREASONABLE TO DO SO OR AN EMERGENCY SITUATION OR NECESSITY DICTATES OTHERWISE. ALL APPLICABLE STATUTES OF LIMITATION AND DEFENSES BASED ON THE PASSAGE OF TIME SHALL BE TOLLED WHILE THE MEDIATION PROCESS IS PENDING. THE PARTIES WILL TAKE ALL REASONABLE MEASURES NECESSARY TO EFFECTUATE SUCH TOLLING. 30.3 The Contractor and County agree to participate fully in the mediation process and conscientiously attempt to resolve their dispute. Except as provided below, each party shall bear its own expenses in connection with the mediation. Both parties shall pay equally for the services of the mediator. The mediation shall take place in Collier County, Florida. 30.4 Notwithstanding the foregoing, if either party terminates this Agreement for cause pursuant to Section 29, above, the terminating party shall have the right, in its sole discretion, to proceed directly with litigation of any claims or disputes relating to the termination for cause and may include other claims and disputes unrelated to the termination, and shall not be required to submit such claims or disputes to the mediation. 30.5 The parties agree that any claim filed in state or federal court concerning this Agreement shall be heard by a judge, sitting without a jury. 30.6 The County and the Contractor hereby knowingly, voluntarily, and permanently waive any right they may have to a jury trial concerning the performance, interpretation, application or enforcement of this Agreement. 30.7 In any litigation concerning this Agreement, the prevailing party shall recover its costs and reasonable attorney's fees from the non - prevailing party, including the fees and costs incurred in any trial, appeal, and mediation, if any, concerning the issue(s) in dispute. 30.8When a dispute between the County and the contractor is pending or threatened, the Contractor shall attempt to resolve the dispute with the Director. If this attempt is unsuccessful, either party may initiate a non - binding mediation process, in accordance with the provisions of Section 30.2, above. In addition, at anything during the dispute resolution process, the Contractor may request the County Manager to consider the disputed issue. The Contractors written request shall be delivered to the Director and it shall describe the Contractors proposed solution for resolving the dispute. The Director and the County Mmanager may request -, and the Contractor shall timely provide, any additional information that is reasonably necessary to evaluate the disputed issue and the Contractor's proposal. The County Manager shall fully and fairly consider the 67 16 C 1' Contractor's proposal in a timely manner. Upon request, the County Manager shall meet with the Contractor and discuss its proposal. If the County Manager rejects the Contractor's proposal in whole or part, the Contractor may submit a written request to the County Manager for an opportunity to present its proposed solution to the Board. Thereafter, the Contractor shall be allowed to present its proposal to the Board at a duly noticed public meeting. The Board may accept or reject the Contractor's proposal, or take other action that the Board deems appropriate, in the Board's sole discretion. 31 Operations During a Dispute If a dispute arises between the County, the Contractor, or any other party concerning the Contractor's performance under this Agreement, the Contractor shall continue to perform its duties in strict compliance with the terms and conditions of this Agreement, regardless of the pending dispute. 32 Waiver Unless otherwise specifically provided by this Agreement, no delay or failure to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof, but such right may be exercised from time to time and as often as deemed expedient. The failure of the County or Contractor at any time to require performance by the other party of any term in this Agreement shall in no way affect the right of the County or Contractor thereafter to enforce same; nor shall waiver by the County or Contractor of any breach of any term of this Agreement be taken or held to be a waiver of any succeeding breach of such term or as a waiver of any term itself. To be effective, any waiver shall be in writing and signed by the party granting such waiver. Any such waiver shall be limited to the particular right so waived and shall not be deemed to waive any other right under this Agreement. 33 Notice of Communications to Director or District Manager All notices, requests, authorizations, approvals, protests, petitions, and payments provided for herein shall be in writing. Such documents shall be either (a) hand delivered, (b) mailed by registered or certified mail (postage prepaid), return receipt requested, or (c) sent by telecopy, and addressed as shown below. The documents shall be deemed to have been duly delivered when personally delivered, or when transmitted by Telecopier and receipt is confirmed by telephone, or when delivered by U.S. Mail or courier service, as shown by the return receipt. If to the County (Director): Public Utilities Operations Support Director Collier County Government Center 3301 East Tamiami Trail, Building H, Third Floor Naples, Florida 34112 .: 16c 1 If to the Contractor (District Manager): Waste Management Inc. of Florida 5221 State Route�45--2700 NW 48th Street Pompano Beach, FL 33073 Attention: District Manager Or Waste Management Inc. of Florida 4500 Exchange Avenue Naples, Florida 34104 Attention: District Manager Both parties reserve the right to designate a different representative or representatives in the future, or to change the address(es) for notice, by providing written notice to the other party of such change. 34 Permits and Licenses Contractor, at its sole cost and expense, shall obtain and maintain throughout the term of this Agreement all permits, licenses and approvals necessary or required for Contractor to perform the work and services described herein. 35 Compliance with Laws and Regulations Contractor agrees that, in the performance of its work and services under this Agreement, Contractor shall qualify under and at all times comply with all Applicable Laws now in effect and hereafter enacted during the term of this Agreement, which are applicable to Contractor, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. 36 Equal Opportunity Employment Contractor agrees that it shall not discriminate against any employee or applicant for employment for work under this Agreement because of handicap, race, color, religion, sex, age, or national origin and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment by Contractor without regard to race, color, religion, sex, age or national origin. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. Contractor agrees to furnish the County with a copy of its Affirmative Action Policy. A copy of the policy shall be submitted to the Director at least thirty (30) calendar days before the Commencement Date. - 16� 1 37 Indemnification and Hold Harmless The Contractor hereby covenants and agrees to defend fully, protect, indemnify and hold harmless the County from and against each and every claim, demand or cause of action and any and all liability, cost, expense (including by not limited to reasonable attorneys' fees, costs and expenses incurred in defense of the County, even if incident to appellate, post - judgment or bankruptcy proceedings), damage or loss in connection therewith which may be made or asserted by the Contractor, the Contractor's employees or agents, or any third parties (including but not limited to the County) on account of personal injury, death, damage or property damage caused by, arising out of or in any way incidental to or in connection with its performance under this Agreement. At the election of the County, the Contractor shall contest and defend the County against any such claims of liability against the County. The County shall in any event, have the right, through counsel of its choice, to control the defense or response to any such claim to the extent it could affect the County financially. This indemnification shall also include any claim or liability arising from or in any way related to actual or threatened damage to the environment, agency costs by investigation, personal injury or death, or damage to property, due to a release, alleged release, or improper handling by Contractor of Hazardous Waste, Biomedical Waste, Biological Waste, infectious waste or Sludge, regardless of the merits of the claim. Only those matters which are determined by a final, non - appealable judgment to be the result of the negligence of the County or the negligence of a third party who is not an agent, employee, invitee, or subcontractor of the Contractor shall be excluded from the Contractor's duty to indemnify the County, but only to the extent of negligence of the County or such third party. For the purpose of this Section 37, the term "County" shall be deemed to include the County Commissioners and the County's agents, employees and affiliates. For purposes of this indemnification, "claims" shall mean and include all obligations, actual and consequential damages, and costs reasonably incurred in the defense of any claim against the County, including, but not limited to, reasonable accountants', attorneys', attorney assistants' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. The County shall have the right to defend any such claim against it in such manner as the County deems appropriate or desirable in its sole discretion. This indemnity shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. 38 Employee Status Persons employed by the Contractor in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the County's officers and employees, either by operation of law or by the County's actions. 39 Severability If any portion of this Agreement is declared invalid, illegal, void or unenforceable, such portion shall be considered severable, and the remaining portions shall not be affected, but will remain in full force and effect. This Agreement shall be construed as if such invalid, illegal, void or unenforceable provision had never been contained herein. 70 16C 1 40 Force Majeure 40.1 Inability to Perform Except for any payment obligation by either party, if the County or Contractor is unable to perform, or is delayed in its performance of any of its obligations under this Agreement by reason of any event of force majeure, such inability or delay shall be excused at any time during which compliance is prevented by such event and during such period thereafter as may be reasonably necessary for the County or Contractor to correct the adverse effect of such event of force majeure. 40.2Events of Force Majeure An event of "force majeure" shall mean the following events or circumstances to the extent that they delay the County or Contractor from performing any of its obligations (other than payment obligation) under this Agreement: 40.2.1 An Act of God, tornado, hurricane, flood, fire, explosion (except those caused by negligence of Contractor, its agents, and assign), landslide, earthquake, epidemic, and extremely abnormal and excessively inclement weather. 40.2.2 Acts of public enemy, acts of war, terrorism, insurrection, riots, civil disturbances, or national or international calamities. 40.2.3 Suspension, termination or interruption of utilities necessary to the Contractor's operation or duties under this Agreement. 40.2.4 Any act, event, or condition which is determined by mutual agreement of the County and the Contractor to be of the same general type as the events of force majeure identified in the preceding paragraphs. 40.2.5 Labor disputes, labor shortages, changing economic conditions, and the economic hardship of the Contractor shall not be considered an event of force majeure. 40.3 Written Notification To be entitled to the benefit of this Section 40, a party claiming an event of force majeure shall give prompt written notice to the other party, specifying in detail the event of force majeure, and diligently proceed to correct the adverse effect of any force majeure. The parties agree that, as to this Section 40, time is of the essence. 41 Governing Law and Venue The laws of the State of Florida shall govern the rights, obligations, duties and liabilities of the parties of this Agreement and shall govern the interpretation of this Agreement. Any and all legal actions necessary to enforce this Agreement shall be held and maintained solely in Collier County, Florida. 42 Modification to the Agreement This Agreement constitutes the entire Agreement and understanding between the parties hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the parties hereto. 71 16C 1' 42.1 County Power to Modifv The Board shall have the power to make changes in this Agreement relative to the scope and methods of providing Collection Services, when the Board deems it necessary and desirable for the public welfare. The Director shall give the Contractor notice of any proposed change and an opportunity to be heard concerning any relevant matters. The County and Contractor agree to enter into good faith negotiations to modify this Agreement and the Rates, as necessary. The scope and method of providing Collection Services, as referenced herein, shall be liberally construed to include, but not limited to the manner, procedures, operations and obligations, financial or otherwise, of the Contractor. 42.2 Changes in Law The County and the Contractor understand and agree that changes in the Applicable Laws may require changes or modifications in some of the conditions or obligations of this Agreement. In the event any future change in any Applicable Law materially alters the obligations of the Contractor or the County, then the provisions and Rates in this Agreement may need to be modified. The County and Contractor agree to enter into good faith negotiations regarding modifications to this Agreement, which may be required in order to implement changes in the interest of the public welfare or due to a change in law. 43 Independent Contractor When performing the activities required by this Agreement, the Contractor will be acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venture or associate of the County. Neither the Contractor nor any +fof its employees, officers, agents or subcontractors shall represent, act, or purport to act, or be deemed to be the agent, representative, employee, or servant of the County. The Contractor shall have no authority to bind the County to any agreement or contract. 44 All Prior Agreements Superseded This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained herein. Accordingly, it is agreed that no deviation from the terms of this Agreement shall be predicated upon any prior representations or agreements, whether oral or written. This Agreement shall supersede all prior agreements between the parties regarding the matters addressed herein. 45 Headings Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement. 72 16C 7 46 Survivability Any term, condition, covenant, or obligation which requires performance by a party subsequent to termination of this Agreement shall remain enforceable against such party subsequent to such termination. 47 Fair Dealing The Contractor declares and warrants that the Contractor enters into the Agreement without reliance on or engaging in any collusion, bribery or fraud, that all of the Contractor's representations in this Agreement are made fairly and in good faith, and that no County Commission member, County officer, or County employee, directly or indirectly owns more than 1% of the total assets or capital stock of the Contractor, nor will any such person directly or indirectly benefit by more than 1% from the profits or emoluments of this Agreement, nor has the Contractor provided any gift to any such person or their family. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this contract and the Contractor has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift or any other compensation contingent upon or resulting from the award or making of this contract. Further, the Contractor declares and warrants that the Contractor is not subject to the restrictions in Sections 287.133 and 287.134, Florida Statutes, for a public entity crime. 48 Sovereign Immunity Nothing in this Agreement shall be interpreted or construed to mean that the County waives its common law sovereign immunity or the limits on liability set forth in 768.28, Florida Statutes. 49 Construction of Agreement Both parties acknowledge that they have had meaningful input into the terms and conditions contained in this Agreement. Therefore, any doubtful or ambiguous provisions contained herein shall not be construed against the party that physically prepared this Agreement. The rule sometimes referred to as "Fortius Contra Proferentum" shall not be applied to the interpretation of this Agreement. 50 Terms Generally Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular shall include the plural and vice versa. Unless otherwise specifically noted, the words "include," and "including" as used herein shall be deemed to be followed by the phrase "without limitation." The words "agree," "consent," and "approval" as used herein shall be deemed to be followed by the phrase "which shall not be unreasonably withheld or delayed ", except as specifically noted. Words or phrases which are defined herein by reference to a statute, rule or regulation shall have the meaning ascribed to such word or phrases as of the Effective Date, without regard to subsequent changes in such statutes, rules or regulations, except 73 16C -p where this Agreement expressly provides otherwise. The word "shall" is always mandatory and not merely discretionary. 51 Remedies Not Exclusive The remedies specified in this Agreement shall supplement, and not be in lieu of, any other remedies provided at law or in equity. The payment of any liquidated damages by the Contractor shall not constitute a defense for the Contractor, nor an election of remedies by the County, nor serve as the basis for a claim of estoppels against the County, nor prevent the County from terminating this Agreement. The County's decision to refrain from assessing liquidated damages, or suspending or terminating this Agreement, or seeking any other relief from any failure in the Contractor's performance, shall not constitute a waiver of the County's right to pursue any other remedy or a waiver of its right to pursue a remedy for any future failure by the Contractor. No remedy conferred by this Agreement is intended to be exclusive of any other remedy. Each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity, by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 74 Exhibit IX Emergency Call Process Waste Management of Inc. of Florida 16C 1 The main contact number for Waste Management Inc. of Florida for commercial customers in Collier County is 239 - 649 -2212. The majority of Collier County residential customer phone calls are directed to the County Customer Service call center. Waste Management Inc. of Florida currently accepts phone calls from Collier County through our Market Area Call Center located in Pompano, Florida. If for any reason we were to have an Emergency within the Pompano Area Waste Management would move the calls using the Jade System to our North Florida Call Center located in Wildwood Florida or our Houston Texas Call Center. All Call Centers within Waste Management Corporation use the same Technology and are trained to handle the calls for any other Market Area. Waste Management uses a Knowledgebase Information System in which each Hauling District updates electronically so the Call Centers are able to communicate with customers on their specific information. The ability to link all the call centers provides for full coverage during any emergency event in any location of the country. 75