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Agenda 03/22/2011 Item #16E2 3/22/2011 Item 16.E.2. EXECUTIVE SUMMARY Recommendation to acknowledge and approve the transfer of ownership from Choice Environmental Services, Inc. to Swisher Hygiene, Inc. d/b/a Choice Environmental Services, Inc. as it relates to Contract #09-5319 for solid waste, recyclable materials, and yard trash collection services. OBJECTIVE: That the Board of County Commissioners (Board) acknowledges and approves the transfer of ownership from Choice Environmental Services, Inc. to Swisher Hygiene, Inc. d/b/a Choice Environmental Services, Inc. as it relates to Contract #09-5319 for solid waste, recyclable materials, and yard trash collection services. CONSIDERATIONS: Contract #09-5319 is based on the Board's February 8, 2005 (Item lOA) approval of new contracts with Immokalee Disposal Company, Inc. and Waste Management, Inc. of Florida for solid waste collection services. Subsequently, Choice Environmental Services, Inc. (Choice) purchased the assets of Immokalee Disposal, Inc. as memorialized in an Assignment and Assumption Agreement approved by the Board on September II, 2007 (Item 16C7). By letter dated February 17, 2011 (copy attached), Choice notified the County of a stock purchase/merger whereby Choice will be a wholly-owned subsidiary of Swisher Hygiene, Inc. The estimated completion date of this proposed 100% stock purchase is March 31, 2011. Pursuant to Section 24 of the original agreement: - "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." Staff has acquired the necessary documents from Swisher Hygiene, Inc. which have been reviewed by the County Attorney's Office. The Purchasing Department is recommending that the Board acknowledges and approves this application for transfer of o\\'I1ership in order to continue the services provided under Contract #09-5319. FISCAL IMPACT: None. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: Swisher Hygiene, Inc. is a publicly-traded company with a market cap of $335 million as of March 2, 2011. The County Attorney has reviewed this item and it is legally sufficient for Board action. A majority vote is required. - JAK RECOMMENDATION: That the Board of County Commissioners acknowledges and approves the transfer of ownership from Choice Environmental Services, Inc. to Swisher Hygiene, Inc. d/b/a Choice Environmental Services, Inc. as it relates to Contract #09-5319 for solid waste, recyclable materials, and yard trash collection services. - PREPARED BY: Diana De Leon, Contracts Technician, Purchasing Department Packet Page -1103- 3/22/2011 Item 16.E.2. COLLIER COUNTY Board of County Commissioners Item Number: 16.E.2. Item Summary: Recommendation to acknowledge and approve the transfer of ownership from Choice Environmental Services, Inc. to Swisher Hygiene, Inc. d/b/a Choice Environmental Services, Inc. as it relates to Contract #09-5319 for solid waste, recyclable materials, and yard trash collection services. Meeting Date: 3/22/2011 Prepared By Name: DeLeonDiana Title: VALUE MISSING 3/2/20111:15:09PM Submitted by Title: VALUE MISSING Name: DeLeonDiana 3/2/20111:15:10PM Approved By Name: SmithKristen Title: Administrative Secretary,Risk Management Date: 3/2/2011 2:01:47 PM Name: WardKelsey Title: Manager - Contracts Administration,Purchasing & Ge Date: 3/4/2011 3:47:0] PM Name: CarnellSteve Title: Director - Purchasing/General Services,Purchasing Date: 3/9/2011 1 :55:12 PM ,.""-' Name: KlatzkowJeff Title: County Attorney, Date: 3/9/2011 4:00:06 PM Packet Page -1104- Name: PriceLen Title: Administrator - Administrative Services, Date: 3/10/20] 1 2:55:36 PM Name: StanleyTherese Title: Management/Budget Analyst, Senior, Office of Management & Budget Date: 3/11/2011 10:05:50 AM Name: KlatzkowJeff Title: County Attorney, Date: 3/11/20113:39:18 PM Name: OchsLeo Title: County Manager Date: 3/14/20114:14:08 PM Packet Page -1105- 3/22/2011 Item 16.E.2. ~ (CHDlce 3/22/2011 Item 16.E.2. ENVIRONMENTAL February 17,2011 VIA E-MAIL Mr. Leo E. Ochs, Jr. County Manager Collier County 3301 East Tamiami Trail Naples, FL 34112 Re: Sale of Choice Environmental Services, Inc. and its Subsidiaries ("Choice") to Swisher Hygiene, Inc. ("Swisher") Dear Mr. Ochs: As you may be aware, this week, Swisher entered into a definitive agreement to acquire Choice, and it is expected, subject to customary closing conditions, that the acquisition will be completed no later than March 31, 2011. Swisher is a publically traded company listed on the NASDAQ and the Toronto Stock Exchanges (NSADAQ: SWSH, TSX: SWI), controlled by waste industry legend, H. Wayne Huizenga and his partner Steve Berrard. As this is a stock purchase/merger, Choice will be a wholly owned subsidiary of Swisher, with Swisher owning 100% of the stock of Choice. No assignment of the contract Choice has with Collier County ("County") is taking place and Choice will continue to provide you with the same high level of service you have grown accustomed to over the life of the relationship. Choice plans to continue to comply with the terms and conditions of our agreement with the County and now, with the public company behind us, has additional financial resources, expertise and other capabilities available to it to improve on our already great service. The management of Choice is remaining in place, thus you will continue to deal with the same great team of professionals going forward. In accordance with Sections 23 and 24 of our agreement with the County, please accept this as written notice of the proposed transaction. Please contact me at your earliest convenience to discuss what additional information you will need to grant the approval required under our agreement with the County. 2860 State Road 84, Suite 103, Fort Lauderdale, FL 33312 . Tel: 954-797-7974 . Fax: 954-797-7984 Packet Page -1106-:.com 3/22/2011 Item 16.E.2. I have attached for your reference, a copy of the press release announcing the signing of the agreement. I look forward to hearing from you soon. Respectfully submitted, Grant J. Smith, Esq. General Counsel 2860 State Road 84, Suite 103, Fort Lauderdale. FL 33312 . Tel: 954-797-7974 . Fax: 954-797-7984 Packet Page -1107-,.com 3/22/2011 Item 16.E.2. FRANCHISE AGREEMENT BETWEEN COLLIER COUNTY AND IMMOKALEE DISPOSAL COMPANY, INC. FOR SOLID WASTE, RECYCLABLE MATERIALS, AND YARD TRASH COLLECTION SERVICES Packet Page -1108- 3/22/2011 Item 16.E.2. Franchise Agreement for Solid Waste, Recyclable Materials, and Yard Trash Collection Services TABLE OF CONTENTS 1 Definitions ...................,... ...... ..........., ........ ...... ....... ................................................ ......... 2 2 Exclusive Franchise and Term ......................................................................................10 2.1 Exclusive Franchise Granted .............................................................................10 2.2 Term of Franchise Agreement ..........................................................................10 2.3 Renewal Option ,...,............................................................................................10 2.4 Termination of Collection Service Under Existing Agreement ............................10 3 Agreement Documents..................................................................................................11 3.1 Agreement Documents ...................................................................................... 11 3.2 Conflicts Between Agreement Documenls......................................................... 11 4 Service District....................... .... ........... . ................................................................... 11 5 General Provisions ....................... ................. ...... .................... ......... ...._.............. ..........11 5.1 County Vision. Mission, and Value Statements................................................. 11 5.2 General Description of Collection Services .......................................................11 5.3 Transition Prior to Commencement Date ...........................................................11 5.4 Transition Prior to Expiration of thIS Agreement ................................................13 5.5 Hours and Days of Collection Service................................................................ 13 5.6 Routes and Schedules.......................................................................................14 5.7 Changes to Routes and Scl1edules................................................................... 14 5.8 Addition of New Customers 10 Customer List.....................................................14 5.9 Holidays......,.. .......... ................ ..... ......... ...................... ..................... ...... ........... 15 5.10 General Collection Procedures ..... .....................................................................15 5.11 Mixing Loads of Matenals ......... ........................................................ 15 5.12 Non-Collection Procedures ........... .....................................................,...............16 5.13 Missed Collection Procedures... .....................................................................17 5.14 Protection of Pnvate and Public Property........................................................... 17 5.15 Access to Streets and Colleclion Containers .....................................................17 5.16 Designated Sites................................................................................................18 Ii of VII Packet Page -1109- 3/22/2011 Item 16.E.2. 5.17 SpUlage and Liller ..............................................................................................19 5.18 Exempt Materials ...............................................................................................19 5.19 Safety Program....... .................... ..... ............ ..................................... ............ ..... 20 5.20 COllection Plan................. ............ ......................... ...... ...... ................. ........... ..... 20 5.21 Ownership of Solid Waste and Program Recyclables ........................................21 5.22 Compaction of Program Recyclables.................................................................21 5.23 Sale of Program Recyclables.............................................................................21 5.24 Disposal of Recyclable Materials .......................................................................21 6 Set Out Procedures.......................................................................................................22 6.1 Residential Customers.................. ................ ........ ............... ..............................22 5.2 Commercial Customers .....................................................................................23 6.3 Residential and Commercial Customers............................................................23 7 Residential Collection Service .......................................................................................24 7.1 Basic Collection Service and Collection Frequency ...........................................24 7.2 Supplemental Collection Services.....................................................................25 8 Multi-Family Collection Service.................. .................. ................. ....... ........................... 25 9 Commercial Collection Service ..... ................ ....................................... .............. ........... .26 9.1 Basic COllection Service and Collection Frequency ..........................................26 9.2 Supplemental Colle(:tion Services... ... ................................................... w. .........26 9.3 COmmercial Recycling Services.... ....................................................................27 9.4 Contract lor Collection Service....... ....................................................................27 9.5 Termination of Commercial Collection Service.................................................. 28 10 COllection Containers ..... .................................. ....... ............ ..................................... .....29 10.1 Provision of Contalners......................................w.............................................29 10.1.1 Curbside Containers .......... ....................................................................29 10.1.2 Recycling Bins and Recycling Carts.......................................................29 10.1.3 COmmercial Containers.................... .................................... .................. 30 10.2 OwnerShip of Containers ...............-...................................................................30 10.3 Technical SpeCifications for Containers ............................................................. 30 10.4 Delivery of Containers.................... ............. ............................................. ....... ...32 10.5 Maintenance of Containers ................................................................................32 10.6 Repair and Replacement of ContaIners .............................................................33 10.7 Storage of Recycling Bins................ ................................................................. 33 11 VehiCles and Equipment................................................................................................34 11.1 General Provisions .........................-..................................................................34 iii of \Iii Packet Page -1110- 3/22/2011 Item 16.E.2. 11.2 Ancillary Equipmenl.......................................................................................... 34 11.3 Reserve Vehicles and Equipment..................................................................... 35 11.4 Maintenance and Condilion ...............................................................................35 11.5 Identification ................................ .........................._..._........................................ 35 11.6 Compliance with the Law................................................................................... 36 11.7 County's Right to Inspect Vehicles......,.............................................................. 36 11.B Storage and Repair........ .................................................................................... 36 12 Employees and Supervisors.......... ..... ....... ........... ........... ................... ....... ...... ......... ..... 36 12.1 Districl Manager..... ...................... ............. ........ ................ ..,... ............ ..... ..... ..... 36 12.2 Field Supervisor ................ ................................ ....... ............ .... ................... ....... 37 12.3 Employee Conduct ............................................................................................37 12.4 Employee Appearance and Identlfication..................................,........................37 12.5 Removal of Employef'..5 ................. ......................................................................37 12.6 Employee Training and Licenses ....................................................................... 37 13 Local Office.. ...... ...... ..... ....... ................... .....................................................................37 14 Handling of Complaints .................................................................................................38 15 Customer Dispute Resolution ....... ...... ..... ..... ............................................... .................. 39 16 Record Keeping and Reporting .....................................................................................39 16.1 Record Keeping .......................... ...................................................................... 39 16.1.1 Equipment Maintenance Log..................................................................39 16.1.2 Non-Collection Notice Log ..................................................................39 16.1.3 Legitimate Complaint Log ....................................................................39 16.1 A Program Recyclables Log ...................................................................... 39 16.1.5 White Goods Log ................................................................................40 16.1.6 Tire Collection Log ... ... ........................................... ..................40 16.1.7 Bulk Waste Log.................................................................................... 40 16.1.8 Electronic Equipment Log ......................................................................40 16.2 Monthly Report .................. ........... ......................................................... ...... ......40 16.3 Annual Report..... ......... .................... ................... ........... ...... ...... .... ...... ............. 41 16.4 Other Reports. Documents and Notifications .....................................................42 16.4.1 ReSidential Recycling Participation Report............................................42 164.2 Updales to Safety Plan ....__............................... . ...........42 164.3 Accidents and Property Damage..................................................".....42 16.5 General Record Keeping and Reportmg Requirements .....................................43 17 Education, Promotion and Public Awareness ................................................................43 IV of vii Packet Page -1111- 3/22/2011 Item 16.E.2. 17.1 Participation in County Activities .......................................................................43 17.2 Usage of County Themes and Logos.................................................................43 17.3 Distribution of Information with Recycling Containers ........................................44 17.4 Distribution of Information to Commercial Customers ........................................44 17.5 Production and Distribution of Promotional and Educational Material................44 17.6 Public Notices Conceming Changes in Collection Services ...............................45 18 Changes to Services .....................................................................................................45 18.1 Addition or Deletion of Recyclable Materials......................................................45 18.2 Recycling Facility in Collier County ....................................................................45 18.3 Provision of Service Upon Termination...............................................................45 18.4 Collection and Processing of Commercial Organics.......................................... 46 18.5 County's Right to Require Recycllng Carts ........................................................47 19 Additional Services...... ............. ..................... ............... .... .......... ................ ...... ........ .....47 19.1 Commercial Waste Reduction...... ......................................................................47 19.2 Community Service................................... ............... .................. ............. ...........47 19.3 Pilot Studies........... ........... ............. ....... ...... ....... ......... ..... .......... ...... .................. 47 19.4 Electronic Equipment.................... ................... .................... ........... ... .......... ....48 19.5 School Recycling Program................................................................................ 49 20 Emergency Situations and Disaster Debris....................................................................49 20.'1 Use of Contractor Services ...............................................................................49 20.2 Variance in Routes and Schedules ....................................................................49 20.3 Contingency Plan............................ ............. ............ ............ ............. ..... .......... 49 20.4 Emergency Managell1enVDisaster Meetings......................................................49 21 Insurance ............. ............................. .... ...... ...... ................... ........ .............. ................ 50 21 1 Requirements for Insurance Gamers ...................................................................50 21.2 Workers Compensation Insurance .....................................................................50 21.3 Commercial General Liabmty ....... ...................................................................... 50 21.4 Automobile Liability ..................... ......................................................................50 21.5 Umbrella Liability............................... ...... ....... ...... ..................... ........ ................50 21.6 Hazardous Waste Insurance........_ ..................................................................... 50 21.6.1 Contractor's Pollution Liability................................................................ 50 21.6.2 Asbestos Liability .............. ..................................................................... 51 21.6.3 Hazardous Waste Disposal.................................................................... 51 21.6.4 Hazardous Waste Transportation...........................................................51 21.6.5 Certificates ollnsllrance.. ..w................................................................51 vof vii Packet Page -1112- 3/22/2011 Item 16.E.2. 21.7 General Insurance Requirements ......................................................................51 22 Performance Bond .. ....... ........ .................................................................. ... ......... .........52 23 Assignment and Subletling............................................................... ...... ..... .................. 53 24 Transfer of Ownership ................. ........... ...... ............. ...................................... .......... .... 53 25 Payment for Services and Administrative Fees ............................................................. 54 25.1 Prohibitions on Payments .................................................................................. 54 25.2 County's Obligation to Pay for Residential Collection Service ............................54 25.3 Procedure for Payment of Residential Service...................................................54 25.4 Adding New Residential Customers...................................................................54 25.5 Removing Residential Customers ................................... ...................................54 25.6 Overpayments and Underpayments for Residential Service ..............................54 25.7 Payments for Commercial Service .....................................................................55 25.8 County Billings for Commercial Service .............................................................55 25.9 Administrative Fees ......................... .............. ............ ........ ......... .......... ............ 55 26 Rates ............. ......... ........ ... ............... ....................................... ...... ...... .... ................ 56 26.1 Standard Rates...... ............................................................................... ...... 56 26.2 Special Rates for Emergency Slluations and Disaster Debris ........................... 56 27 Rate Adjustment.... ...... ............... .......... .... .......................................... ......... .................. 57 27.1 Annual CPI Adjustments to Collection Rates .....................................................57 27.2 Adjustments to CommercJal Disposal Rates .....................................................57 27.3 Changes Imposed by Law......... ....................................................................57 27.4 Extraordinary Rate Adjustment .... ..................................................................... 58 27.5 Rate Reductions .... ......... .............. ................ ....... ............ ..... ... ........... .......... ..... 58 28 Liquidated Damages ............................................. .... .................................................59 28.1 Basis for Liquidated Damages ..........................................................................59 28.2 Procedure for Assessing LiqUidated Damages .................................................. 61 29 Events of Termination. ........................ .....................................................................61 29.1 Failure to Fulfill Obligations of Agreement..........................................................61 29.2 InSOlvency of Contractor ....................................................................................63 29.3 Repeat Violations of Agreement .......................................................................63 30 Dispute Resolu!ion Process ........ ...... .................................................................... 63 31 Operations During a Dispute ..........................................................................65 32 Waiver ...................... ................................... ............................................................65 33 Notices and CommUnications to Director and District Manager ...................... .. .........65 34 Permits and Licenses .................................................................................... ......66 VI of vii Packet Page -1113- 3/22/2011 Item 16.E.2. 35 Compliance with Laws and Regulations. .......................................................................66 36 Equal Opportunity Employment..,............ .......................................................................66 37 Indemnification and Hold Harmless .............. ............... ....... ........................................... 66 38 Employee Status... ................... ....... .............. ............ .........,.. ......... .............. ............. .... 67 39 Severability .................... ................... ....... ..... ................................................... ... ........... 67 40 Force Majeure ............................................. ... ........ ...... ....................... ....................,..... 67 40.1 Inability to Perform...................... ... .............,.....................................................67 40.2 Events of Force Majeure....................................................................................67 40.3 Written Notification........... ....... ..... ......... .............................................................68 41. Governing Law and Venue............................................................................................68 42 Modification to the Agreement.......................................................................................68 42.1 County Power to Modify............... ......................... .......... ............. ...................... 68 42.2 Changes in Law .................................................................................................68 43 Independent Contractor............................ ... .................................................................. 69 44 All Pnor Agreements Superseded .................................................................................69 45 Headings ......,....... ............................ .......... .... ........................... ......................... ...........69 46 Survivability........ .._...............,........... ........... ................................. ................. w...., ........ 69 47 Fair Dealing..................... ...... ....... ...... ......... ..... ........................ .............. ...... ..................69 48 Sovereign Immunity............................ ..,.. ... _.., ...., ... .......................................................70 49 ConstructIon of Agreement.............................................................................................70 50 Terms Generally................. ..................... ..................................................................... 70 51 Remedies Not Exclusive........................................... ...................................................... 70 Exhibit I(A) Exhibitl(B) Exhibit II Exhibit III(A) Exhibitlll(B) Exhibit IV Exhibit V(A) Exhibit ViS) Exhibit VI Exhibi1 VII Exhibit VIIl Rates tor Residential and Commercial Collection Service Rates for Supplemental Residential and CommerCial Coliectjon Service Procedure for Calculating Adjustments to Residential and CommerCial Rales Service Area Legal Descnplion - Service District I Service Area Legal Description - Service District II Map of Service Distncts I and II Performance Bond for Franchise Agreement Procedure for calculaling Performance Bond Requirement Materials Acceptance Protocol Monthly Residential Collection Tonnage Collier County Vision, Mission. and Values vii of vii Packet Page -1114- 3/22/2011 Item 16.E.2. Franchise Agreement for Solid Waste, Recyclable Materials, and Yard Trash Collection Services This Franchise Agreement ("Agreement") for Solid Wa,sle, Recyclable Materials. and Yard Trash Collection Services is made and entered into Ihis 'iT't, day of FI?tk..,.;.,.::,./ . 2005, by and between Collier County, a political subdivision of the Slate of Florida (hereinafter referred to as "County"), and Immokalee Disposal Company. Inc. (hereinafter referred to as the "Contractor"). WIT N E SSE T H: WHEREAS, Sections 125.01 (1) and Chapter 403. Florida Statutes. grant tile Board of County Commissioners of Collier County (tile "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 suffielent 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 03nd 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 lor Collection Services is in the public interest. and protects the public healtll, 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 tile Contractor mutually undertake. promise and agree for themselves. their SllCceSSOrs and assigns that they shall be bound by and shall strictly comply With the following provisions of Ihls Agreement: 1 of 71 Packet Page -1115- 3/22/2011 Item 16.E.2. 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. shan 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 (Oc:lober 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. C'.onstltullon. 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 enac:led, 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 Back Door Service: the Collection of Solid Waste or Recyclable Materials on a Residential Customer's property at a localion Ihat is not Curbside. 1.5 Biological Waste: those wastes thai cause or have the capability of causing dIsease or infection includlllg. but not limited 10, Biomedical Waste. diseased 01 dead animals, and other wastes capable of transmitting pathogens to humans or animals. ThIS term does not include human remains thai are disposed of by Persons licensed under Chapter 470, Flohda Statutes. 1.6 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 velerinary wastes which contain human disease-causing agents; and discarded sharps. The following are also included: (a) used absorbent materials saturated with blood. blood produc:ls. body fluids, or excretions or secretions contaminated with visible blood; (b) absorbent materials saturated with blood or hlood produc:lS that have dried; and (c) non-absorbent. dIsposable devices Ihat have been contaminated with blood. or body rluids or secretions or excretions visibly contaminated with blood, ilthe devices have not been treated by an approved method. 1.7 Board: the Board of County Commissioners of CoUler County. Florida. 1.8 Bulk Waste: any large discarded household item that cannol be placed in a Curbside Container because of its size, volume, shape or weight, Bulk Waste includes. but is not limlled to, sofas. tables. sinks, toilets. other fixtures, furniture, ladders. and carpet. Bulk Waste does not include White Goods. Electronic Equipment, or Extraordinary Waste. 1.9 Certificate of Occupancy: a document Issued by the County certifying thai a newly constructed building has been constructed in compliance with County specifications and is suitable for use. "1.10 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. 2 of 71 Packet Page -1116- 3/22/2011 Item 16.E.2. transporting, and dropping off Exempt Materials at a licensed disposal site or Recycling Facility. 1.11 Collection Containers: Curbside Containers, Commercial Containers, Recycling Bins, Recycling Carts, and/or Commercial Recycling Containers. 1.12 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. 1.13 Collection Service: Residential CoUectlon Service and/or Commercial Collection Service. 1.14 Commencement Date: October 1. 2005, which is the date when the Contractor shall bagin providing Residential Collection Service and Commercial Collection Service pursuant to the requirements of this Agreement. 1.15 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 16 Commercial Container: a dumpster, roll-off container, compactor, or other container, except a Roll Cart, that is approved by the Director for the Collection of Solid Waste or Recyclable Materials from Commercial Customers. 1.17 Commercial Customer: Any Person that uses the Contractor's services for the Collection of Commercial Waste. 1.18 Commercial Lawn Care Service: a Person that provides lawn and garden mainten<lnce services for remuneration. This definitIon includes landscapers. 1.19 Commercial Organics: Organic Waste that is segregated from CommerCial Waste for recycling or other beneficial uses. -1.20 Commercial Real Property: real property loc-.ated in Servk-a Distnct II 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 pnmarily for reslciential purposes. Vac-.ant land. not classified as Improved Real Property, shall be deemed CommerCial Real Property. 1.21 Commercial Recyclables: Recyclable Matenals generated by CommerCIal Customers. 1.22 Commercial Recycling Container: a dumpster, roll-off container, compactor, or other container, approved by the Director for the ColleclJon of Recyclable Matenals irom Commercial Customers. 1.23 Commercial Supplemental Collection Services: services that are provided by the Contractor to Commercial Customer:;, but are not included in the Rate for Commercial Collection ServIce 3 of 71 Packet Page -1117- 3/22/2011 Item 16.E.2. 1.24 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. 1.25 Commercial Yard Trash: Yard Trash generated upon a Commercial Customer's Commercial Real Property or Industrial Real Property. Yard Trash collec:led by a Commercial Lawn Care Service is not Commerc"Jal Yard Trash. 1.26 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. resulling from the construction, destruc:lion, or renovation of a structure, and including rocks. soils. tree remains, trees, and other vegetative matter that normally results from land clearing or land development operations for a construction project. 1.27 Contingency Plan: the Contracto~s plan for avoiding an interruption In Collec:lion Service in the event that an emergency or other situation renders the Contractor's operations yard or equipment unusable. 1.28 Contractor: lmmokalee Disposal Company. Inc. 1.29 County: depending on the c:ontext. either the unincorporated areas of Collier County, Ronda. or the COllier County government. including its officers, agents and employees. 1.30 Curbside: a location within three (3) feet of the curb. pavement, or edge of the nearest streel If this location is in a drainage ditCl1. Curbside shall mean a location adjacent to the Customer's driveway, as close as possible to the nearesl roadway. 1.31 Curbside Container: (a) a metal or plastiC container with a tight fitting lid, with two handles on the sides, and with or without wheels: (b) Roll Carts; and (c) a plastic bag sufficient in strength for handling by the Contractor. provided the bag is closed and unbroken at the time of Collection. 1.32 Customer: any Person that uses the Contractor's Collection Service under thiS Agreement. A Customer shall be a Commercial Customer or Residential Customer. 1.33 Customer Base: the number of Residential Customers and/or Commercial Customers used in an Agreement Year to establish Rates. charges, or lees under this Agreement. 1 .34 Customer List: a list compiled by the County of the ReSidential Customers that are entitled to Residential Collection Service from the Contrac:lor. 1.35 Day: a calendar day. except Sundays and Holidays 1.35 Department: the County department to which the Manager assigns the responsibility of administering this Agreement. 1.37 Designated Site(s): any real property Or facility designated by the Manager for the receipt. disposal or processing of Residential Waste. Commercial Waste, Recyclable Materials. or other malenals. 1.38 Director: the Director of the County's Departmen1 or the Director's designee. 1.39 Disaster Debris: debris that is produced or generated by declared. natural or manmade disasters, and IS placed Curbside by Residential Customers. mcluding but 4 of 71 Packet Page -1118- 3/22/2011 Item 16.E.2. not limited to Yard Trash, Construction and Demolition Debris, Bulk Waste. and Wlllle Goods. 1.40 Disaster Debris Contract: the contract entered into by the County and a COrltractor to provide for the removal, hauling, disposal. and recycling of Disaster Debris. 1.41 District Manager: the Person designated by the Contractor to be the Contractor's official representative regarding matters pertainirlg to this Agreement. 1.42 Dwelling Unit: a room or rooms constituting a separate. irldependent 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. 1,43 Effective Date: the dale when thIS Agreement IS Signed and duly executed by the Board or Its designee, which shall occur after the Agreement is signed and duly executed by the Contractm. 1.44 Electronic Equipment: electronic devices that have been discarded, including, but not limited to, computers, monitors, televisions. cathode ray tubes. printers, scanners, fax machines, and telephones, '1.45 Exempt Materials: matenals that arc exempt trom the Contractor's exclusive franchise under this Agreement. 1.46 Extraordinary Wastes: wastes Ulat require extraordinary management. Including, but not limited to: abandoned automobiles; boats: tree trunks greater than four (4) feel 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. 1.47 Fair Market Value: the price for which an Item would sell on the open market if put up for SOlie. based on comparable sales of similar items. 1.48 Franchise Agreement: the written authority granted by the Board to provide Collection Services in unincorporated Collier County. 1.49 Garbage: all kitchen and table food waste, and antmal or vegetative waste that is attendant with or results from the storage, preparation, cooking, or handling of lood materials, 1.50 Hazardous Waste: Solid Waste, or a combination of Solid Wastes. which because of its quantity, concentration, chemical or physical characteristics, may cause or slgnificanlly 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 Flonda Administrative Code, Flonda Statutes. or other Applicable Law. 1.51 Holiday: Independence Day, Ttlanks91ving Day, Chnstmas Day. and any other holiday approved by the Dlrecior, 1.52 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, instltuUonal or industrial use. Improved Real Property includes but is not limited to 5 of 7"1 Packet Page -1119- 3/22/2011 Item 16.E.2. recreational vehicle park lots contained within parks designated as mobile home parks by the County Health Department. 1.53 Industrial Real ProP1/rty: real properly, 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~producl of their activities. 1.54 Land Clearing Debris: the uprooted trees, bushes, vegetation, and other abandoned materials resulting from a land clearing operation, 1.55 Legitimate Complaint: any complaint where the Director detenmines that Ihe applicable requirements of this Agreement concerning the Sel Out and Collection of Solid Waste, Program Recyclables, or Yard Trash were satisfied by the Customer, but not the Contractor. 1.56 Load: any material, Including but not limited to Solid Waste and Program Recyclables, that is collected In Contractors vehicle or transported from one iocation to another by Contractor's vehicle. 1.57 Manager: the County Manager of Collier County, Florida, or the Manager's designee. 1.58 Materials Acceptance Protocol (MAP): the documents identifying the Program Recyclables to be collected and transported under this Agreement. as well as standards thaI govern the Set Out and Collection of Program Recyclables. The MAP is contained in Exhibit Vi. 1.59 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. 1.50 Missed Collection: any occasion when the Contractor does not proVide Collection Service to a Customer in accordance with the provisions of this Agreement. 1.61 Multi-Family Residence: a group of three or more Dwelling Unfls within a single building. attached side-by-side or one above another, wherein each Dwelling Unit is individually owned or leased on land which is under common or single ownership. 1.62 Non..collection Notice: a durable tag or sticker placed on a container or maten<ll that has not been Set Out for Collection by a Customer in accordance with the requirements of this Agreement. 1..63 Non..confonming Material: any maleriallhat is Set OUl for Collection in a Recycling Conlainer, but is not a Recyclable Material. 1.64 Non-Program Recyclables: Recyclable Materials that are not Program Recyclables, but are segregated from other materials in lhe Waste Stream. 1,65 Ordinance(s): the Code of Laws and OrdInances 01 Collier County, Florida. 1.66 Organic Waste: Garbage other similar putrescibie Solid Waste, Including sOllrce separated lood waste and food-soiled paper. Organic Waste does not include Yard Trash. 1.57 OSHA: the Occupational Safety and Health Act, as amended. and all impiementing regulations. 60171 Packet Page -1120- 3/22/2011 Item 16.E.2. 1.68 Performance Bond: the bond provided by the Contractor to the County lo secure the Contractor's performance under this Agreement. 1.69 Person: any and all persons. natural or artificial, Including any individual. finm, 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 other state; any county or municipality; and any governmental agency of any state or the federal government. 1.70 Premises: Improved Real Property. 1.71 Private Hauler: any Person engaged in the business of collecting and transporting Commercial Recyclables. 1.72 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. 1.73 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 radioaclive waste. 1.74 Rates: Board-approved amounts to be charged for Residential Collection Service, Residential Supplemental Collection Service, Commercial Collection Service, and Commercial Supplemental Collection Service. 1.75 Recovered Material: metal. paper. glass. plastic. textile, or rubber matenals tbat 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 ReC'.overed Materials as described above are not Solid Waste. Recovered Matenal 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) 1.76 Recovered Materials Processing Facility (RMPF): a facility engaged solely In the storage. processing, resale. or reuse of Recovered Matenals 1.77 Recyclable Materials: materials which are capable of being recycled and which would otherwise be processed or disposed of as Solid Waste. This tenm encompasses Program Recyclables and Non-Program Recyclables, 1.78 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. 1_79 Recycling Cart: a heavy-duty plastic container that IS mounted on two wheels, complies Will1 the specifications In Section 10.3 herein, and is used for the Collection of Recyclable Materials. 1.80 Recycling Container: any container approved by the Director for Ihe Collection of Program Recyclables, including but not limited to Recycling Bins. Recycling Carts and Commercial Recycling Containers. 1.8'1 Recycling Facility: any facility that recycles discarded matenals, including, but not limited to any MRF. RMPF, buy-back center. drop-off center (permanent or mobile). and Recyclable Materials processing faCIlity. 70f71 Packet Page -1121- 3/22/2011 Item 16.E.2. 1.82 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. 1.83 Rejects: non-Recyclable Materials, other than Residue, that are collected by the Contractor with Recyclable Materials. 1.84 Residential Collection Service: the Collection of Residential Wasle from Residential Customers. 1.85 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. 1.86 Residential Program Recyclables: Program Recyclables generated by Residenttal Customers. 1.87 Residential Real Property: Improved Real Property that is located in Service District 11 and used tor 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, wIlether 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. 1.88 Residential Supplemental Collection Services: any service prOVided to a Residential Customer by the Contractor that is not included in the ReSidential Collection Service funded by the County's Special Assessment and provided to all Residential Customers pursuant to Section 7.1 of this Agreement. 1.89 Residential Waste: Garbage, Rul.lbish. Yard Trash. Program ReCYclablas, Bulk Waste. and White Goods generated by a Residential Customer upon the Customer's ReSidential Real Property. 1,90 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 1.91 Residue: the portiOn of the Recyclable Materials accepted at a Recycling Facllity that is not converted to Recovered Materials due to spoilage. breakage. contamination, or transportation or processing inefficiencies. Residue does not include Rejects. 1.92 Roll Cart: a heavy.duty piastre container that is mounted on two wheels. complies wilh the specifications in Section 10.3 herein. and is used for the Collection of Garbage and RubbIsh. 1.93 Rubbish: waste materials, other than Garbage. resullmg from normal housekeeping activities on Residential Real Property and Commercial Real Property. Rubbish includes but is not limited to discarded trash, paper. plastic, bottles. cans and similar matenals. 80f71 Packet Page -1122- Service Area: the combined areas of Service Districts I and II. Service District I: the unincorporated area of the County that will receive Solid Waste Collection Service from a Person other than the Contractor. Service District I encompasses the area that is described in Exhibitlll(A) and depicted in Exhibit IV. Service District II: the unincorporated area of the County that will receive Solid Waste Collection Service from the Contractor pursuanllo this Agreement. Service District II is described in Exhibit III(B} and depicted in Exhibit IV. 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. Sludge: the accumulated solids. residues, and precipitales generated as a resull 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 seplic tanks, grease traps. privies, or similar wasle disposal appurtenances. Solid Waste: Sludge unregulated under the tederal Clean Waler 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-solrd, or contained gaseous material resulhng from domestic, induslrral, commercial, mining. agncultural or govemmental operahons. Solrd Waste includes but is not limited to Brol.ogical Waste. BIomedical Waste. Bulk Waste. C&D Debris, Commercial. Waste. Disaster Debris, El.ectronic EqUipment. Garbage, Hazardous Waste. land Clearing Debns. Organic Waste, Radioactive Waste, Recyclable Materials (until they are recycled). Rejects, Residential. Waste. Resrdue, Rubbish. Special Waste. Tires, While Goods and Yard Trash. 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 Special Waste: Solid Waste U1at can requrre speCial handlrn9 and management, including. but not Irmlted to. White Goods, Tires. used oil. lead-aCid battenes, Construction and Demolition Debns, ash residue, Yard Trash. Biological Waste. Hazardous Waste. and Biomedical Wasle. Supplemental Collection Service: Residential Supplemental Collection Service and Commercial Supplemental Collection Servrce. Tipping Fee: the tee charged for the disposal or processing of Solid Waste or Recyclable Matenals at a Designated Site. Tires: discarded 8ulomotlVe (rres. Includrng nms, but excluding lires thai exceed 25 inches in diameter. 1.105 Transition Period: the penod of time between the EflectlV!, Date and the Commencement Date. 1.94 1.95 1.96 1.97 1.98 1.99 1.100 U01 1.102 1103 1.104 3/22/2011 Item 16.E.2. 1.106 Transition Plan: a document describing in detail the activlties thal 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. 9 of 71 Packet Page -1123- 3/22/2011 Item 16.E.2. 1.107 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. 1.108 Waste stream: Garbage, Rubbish, R.ecyclable Materials, Yard Trash. Construction and Demolition Debris, and other types of Solid Waste. 1.109 White Goods: large discarded appliances, including but not limited to, refrigerators, ranges, washing machines, clothes dryers, water heaters, freezers, microwave ovens, and air conditioners. 1.110 Yard Trash: vegetative matter resulting from landscaping maintenance, including, but nollimited to shrub and tree trrmmings, grass clippings. palm fronds. branches and stumps. However, such ilems 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 lhe conditions and limitations contained in this Agreement, the Contractor tS hereby granted an exclusive franchise to provide Residential (".al/ection Service and Commercial Collection Service within Service District II. No other servlce.~ shall be exclusive to the Contractor under this Agreement. Among other things, the Contractor's franchise does not include Collection of the Exempt Materials identifrsd in Section 5.18 of this Agreement. 2.2 Term of Franchise Aqreement This Agreement shall take effect and be binding upon the parties from the Effective Date until terminated. The Contractor's Collection Sel"Vlce under this Agreement shall commence on October 1. 2005. which is lhe Commencement Date. The term of this Agreement shall be eight (8) years, beginning on the Commencement Date and ending al 11:59 pm on September 30, 2013, unless this Agreement is temlinated earlier or extended. 2.3 Renewal Option This Agreement may be ranewed by the County for two (2) additional terms of seven (7) years each, unless the Contractor giVes written notice to the Manager that the Contractor is not willing to renew thiS Agreement and such notice is delivered at least two (2) years befora the expiration of the then current term of thiS Agreement. 2.4 Termination of Collection Service Under Exislino Aqreement The Contractor currently provides services to the County pursuant to a Solld Waste Collection Service Agreement ("Existing Agreemen1") dated September 11, 1990, as amended. The Existing Agreement provides that it shall terminate on September 30. 2006. Notwlthslanding the proviSIons In the Existing Agreement. the Contractor and County agree that the Contractor's Obligation to provide CoUeclion Service under the EXlsllng Agreement shall terminate on October 1, 2005. Thereafter, the Contractor shall provrde Gol/ection Service in accordance with the terms and conditions contained in this Agreement. 100f 71 Packet Page -1124- 3/22/2011 Item 16.E.2. 3 Agreement Documents 3.1 AQreement 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 !.he following: . This Agreement . The Exhibits to this Agreement: Exhibit I through Exhibit VIll 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 Aoreement 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 at this Agreement. [he Contractor shall provide Collection Service to all Customers within Service Dtstnct II. The legal descriptions of Service Districts I and II are prOVided in Exhibits III(A) and 111(8), respectively. A map of the Service Districts is provided in Ey.hibitIV. 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 DE'_~criplion of Collection Services 5.2.1 Except as otherwise prOVlded 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 CollectIon Servu::e or Commercial CollectIon ServIce. 5.2.3 Contractor shall deliver all of the Residential Waste and Commerdal Waste collected pursuant to thiS Agreement to the Designated Sites, in compliance with the requirements of this Agreement and the Ordinance. 5.3 Transition Prior to Commencement Date Contractor is responsible ior ensunng a smooth transition in the Collection Service provided to Residential Customers and Commercial Customers on the 11 of 71 Packet Page -1125- 3/22/2011 Item 16.E.2. Commencement Date. No later than March 15,2005, Contractor shall submit to the Director a Transition Plan Iha! contains a detailed description of how the Contraclor 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 By May 1, 2005 By June 15, 2005 By July 1, 2005 By July 15. 2005 By August 1, 2005 By September 1, 2005 By September 10. 2005 By September 15, 2005 By September 15, 2006 At least 2 weeks prior to Commencement Date Contractor and County shall hold the first Transition Planning Meeting. Contractor shall provide 10 the Director a Collection Plan, which shall be subject 10 the approval of the Director, Contractor shall provide the Director with a revised Collection Plan, if necessary. Contractor shall submit !o the Director documentation demonstrating that all necessary vehicles, equipment, and containers have been ordered and will be delivered to Contractor's equipment yard no laler Ihan August 1. 2005. Contractor and County shall hold the second Transition Planning Meeting Contractor shall provide the Director With a Contingency Plan. Contractor shall provide to the Director a written safety plan covering all aspects of Contractor's operations under this Agreement. Contractor shall confirm in writing to the Director that all of the vehicles and containers necessary to provide Collection Service have been delivered to Contractor's equipment yard Contractor shall confirm in writing to the Director that all of 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. Contractor shall provide the Director with a vehicle and equipment Iisl, which shall identjfy the make. type. year. license number, and identification number for each vehicle. Contractor shall deliver County-approved brochures or other Informational materials to Residential and Commercial Customers, informrng them about the Contractor's Collection Service and collection schedules. 12 of 71 Packet Page -1126- 3/22/2011 Item 16.E.2. 5.4 Transition Prior to ExPiration of this Aoreement 5.4.1 Should the County choose no! 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 even! a new agreement has not been awarded within such lime 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. Contractor shall allow the County's newly selected franchise hauler(s) to purchase, or rent for up to ninety (SO) days, Contractor's Commercial Containers. The purchase price and/or rental fee shall be negotiated. 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 wrth the following performance requirements and deadlines: Provide to the Director and the selected francllisee a Commercial Container inventory, in a fonna! acceptable to the County. that includes each container's location (street address), capacity, identification number. collection frequency. Customer name, Customer contact mformallon. 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. 5.4.2 5.4.3 180 days prior to expiration of Agreement 150 days prior to expiration of Agreement 120 days pnor to expiration of Agreement 30 days prior to expiration of Agreement Attend a coordination meeting with the selected franchisee and the County. At the coordination meeting, the Contractor shall provide a list of Contractor-owned containers that may be purctlased by the selected franchisee. Work with tile selected franchisee(s) to develop a mutually agreeable schedule 10r removal of Contractor-owned Commercial Containers and placement of the selected franchisee's conlainers. The scheduie shall ensure no Interruption In Collection Service. Implement the SChedule in cooperation with the selected franchisee. 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 lhat the County wishes to purchase from the Contractor. 5.5 Hours and Davs of Collection Service 5.5.1 Contractor shall not provide Residential CoUeclion Service pnor to 6:00 a.m. or after 6:00 p.m., unless olhelWise authorized by the Director. 13 of 71 Packet Page -1127- 3/22/2011 Item 16.E.2. 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 othelWlse authorized by the Director. Contractor may provide Commercial Service at other locations at any reasonable lime. subject 10 the Director's approval. 5.5.3 Collection Service shall be provided by the Contractor on Monday through Saturday, except Holidays, or as othelWise authorized by the Director. 5.5.4 Contractor shall not be required 10 provide Collection Service on days that the Designated Site is closed. 5.6 Routes and Schedules Contractor shall establish Collection routes aM schedules thai 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 !:he 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 JJ1 acc.ordance with the approved roules and schedules in Ihe Collection Plan, 5.7 Chances 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 unlilthe Contractor receives the Director's approval. Contractor shall submit to the Director 11 description 01 aU Proposed route, schedule. artd 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 affectecl 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 eve nt. 5.8 Addition of New Customers 10 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 Ust shall be prepared by the County, based on the list that is used by Ihe County for the collection of Ihe County's Special Assessment. The Contractor shall work with the County Lo ensure that the Customer Lisl is accurate at all tImes. The parties shall promplly notify e<lcl1 other of any Customers that should be added to or deleted from the Customer UsL 5.8.2 The COUnty shall revise its Customer List and shall notify the Contractor promptly after a new CertmC8te of Occupancy is issued by the County for 14 of 71 Packet Page -1128- 3/22/2011 Item 16.E.2. Improved Real Property in Service Distric;\ II. Contrac;\or shall provide Collection Service to each new Residential Customer when the Customer places its Solid Waste at Curbside. 5.8.3 The Contractor shall terminate its Residential CollecUon Service within five (5) Days after the Director provides the Contractor with the name and address of a Customer has been deleted from the Customer List 5.84 Conlrac;\or shall provide Collection Service to Customers located in areas that are added to the Contractor's Service District during the term of [his Agreement. 5.9 Holidavs 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 Contrac;\or shall provide Collection Service to the Commerdal 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 510.1 Contractor shall thoroughly empty Collection Containers and return them in an upnght position to the location where they were placed by the Customer. 5,10.2 Contractor shall handle Collec;\lon Containers caretully and in a manner to prevent damage. 5.10.3 Contractor shall provide Collection Service witll as litUe noise and disturbance a~ possible. 5.11 Mixlno Loads of MaterialS 5.11.1 Contrac:tor 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 Distnct. 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 Contrac;\or, and shall not be combined with any other type of matenal, without the Director's pnor approval: Yard Trash: Program Recyclables; Bulk Waste; White Goods; Electronic Equipment; Tires: or any other matenals that are to be handled separately under this AgreemenL 5.11.3 Contractor shall not combine Program Recyclables with any other matenal. 511.4 Contractor shall not combine ResidentIal Waste with Commercial Waste. or Residential Program Recyc~bles with Commercial Recyclables. Without the Directors pnor 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, descnblng the speCific procedures that will be established to properly account for the mixed materials. Unless the Director approves an alternate procedure, the 15 of 71 Packet Page -1129- 3/22/2011 Item 16.E.2. 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 Waste, Program Recyclables, or other malerials that have not been Set Out for Collection by a Customer in accordance with Section 6 and lhe 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 malerials. If the Director notifies the Conlractor 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 to determine whether they contain Non-Conforming Materials, Non-Program Recydables, andlor excessively contaminated Recyclable Matenals. Contractor shall leave Non-Conforming Material, Non-Program Recyclables, and excessively contaminated recyclables in the Recycling container, and shall Immediately place a Non-Collection Notice on the Container explaining why the material was rejected. 5.12.3 In the event a Commercial Container or CommerClal Recycling Container is overfilled and cannot be safely dumped, the Conlractor shall Immediately place a Non-Collection Notice on the container. 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 Exhibill(B). 5.12.4 Contractor shall refuse to collect Solid Waste from a Customer if the Contractor believes that the Solid Waste coniains Hazardous, Radioactive. or Biomedical Waste. If the Contractor believes a Customer is depositing such waste for Collection, the Conlractor shall place a Non-Collection Notice on the container, lake photographs of the Improper waste (if possible), and immediately nolify the Director. If the generator of such waste is unknown, the Contractor sha/J work with the Director to identify Ihe generator of such waste, 5.12.5 If a Commercial ContaIner or Commercial Recycling Contarner rs temporarily rnaccessible or blocked, the Contractor shall promptly (i.a_. within two hours) notify the Customer by telephone concemrng the Contractor's inablHly to provide Collection Service The Contractor shall ofier to proVide Collection Service later in the same Day, whenever feasible. The Contractor also shall notify the Director by telephone or by electronic man, before the end of the Day. The Contractor shall provide service on the Customer's next regular Collection Day, unless a special Colleclron is arranged for an earlier time. Special Collection limes can be arranged with the Contractor for an additional fee. which is set forth in Exhibit 1(8). 16 of 71 Packet Page -1130- 3/22/2011 Item 16.E.2. 5.12.6 The design and content of the Non-Collectlon NoUce(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; infonnation 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 promptly retum to the Customer's Premises and collect all properly prepared Solid 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 Prooertv 5.141 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 properly has given permission. 5.14.2 Contractor's employees shall take care to prevent damage to public and private roadways and properly, including flowers. shrubs, and other plantings. 5.14.3 Contractor shall be responsibie for all costs associated with the repair or replacement of property thal has been damaged by the Contractor's equipment, employees or agents. The Contractor shall promptly investigate and respond to any claim concerning property damage. If the Director Jlotifies the Contractor before 12 p.m. (noon) concerning any such damage. 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. 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 bme. The County's approval shall not be unreasonably withheld. Any disputes concerning the Contractor's obligations for tile repair of damages shall be resolved by the Director. 5. 'IS Access to Streets and Collection Containers 515.1 Contractor's vehicles shall not unreasonably Interfere with vehicular or pedestrian traffic. Contractor's vehicles shall not be left standing on streets and alleys unallended. 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 noUfy the Director within two (2) hours and shall return within twenty- tour (24) hours to service Customers located on the slreet If at that time the street IS stili temporarily closed, Contractor shall provide Collecbon 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 17 of 71 Packet Page -1131- 3/22/2011 Item 16.E.2. 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, 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 cannol 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 Collecbon Service required in this Agreement. the Contractor shall report such cases to the Director. 5.16 Desianated 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 tor Solid Wasle 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, White Goods. Tires, lead-acid batteries, Bulk Waste, and Yard Trash at designated areas of the Immokalee Landtlll. The Contractor shall not pay a Tipping Fee tor Ihe 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 Landfi.ll during the follOWing hours of operation: !Designated Disposar I' ~ I Site: _ i Hours of Delivery; ._ ...1 Ilmmokalee LandfillJ 8:00 a.m. to 5:00 D'I11-,,-~onday through Saturday. . 5.16.5 Program Recydables, Recovered Materrals, and Electronic Equipment collected under this Agreement shall be delivered by the Contractor to the Designated Sttes for such matenals. The Designated Sites for Program Recyclables, Recovered Materials, and Electronic Equipment shall include all properly licenSee! Recycling Facilities, subject to the Director's approval. 18 of 71 Packet Page -1132- 3/22/2011 Item 16.E.2. 5.17 Splllaoe and Litter 5.17.1 Contractor shall not cause or allow any Solid Waste or aUler 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 roads in the County. the Contractor shall use a covered or enclosed vehicle or other device that prevents the material from faUing, 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 Commercial Containers shall not be considered spillage by the Contractor. 5.17.4 Contractor's vehicles sllall not release or cause liller in violation 01 the "Florida Litter Law", Section 403413, Florida Statutes. or the County's Ordinance. If Solid Waste, Recyclable Materials, or other litter is released or falls from Contractor's vehicle lor any reason. [he Contractor shall immediately stop the vehicle and retrieve the litter Failure to do so shall be considered a violation of the Florida Liller Law and this Agreement. 5.17.5 The Contractor shall immediately clean up any oil or hydrauhc fluid that leaks or spills from Contractor's vehicles. It the Director notifies the Contractor before 12 p.m. (noon) 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 noon, the Contractor shall complete its clean-up before noon on the next Day. The Contractor also shall repair any associated damage, pursuant to Section 5.14.3, above. 518 Exempt Materials The following types 01 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 01 the Premises, or their agent. at the owner's or occupant's expense. 5.18.1 5.18.2 5.18.3 518.4 5" 18.5 5.18.6 5.18.7 5.18.8 Land Clearing Debris. Conslr1Jction and Demolition Debris. Trash and debns associated with farming operations. Extraordinary. Hazardous, Biomedical, and Radioactive Waste. Wrecked, scrapped. rUined or dismantled motor vehIcles, or motor vehicle parts. including used oil. Tires, and batteries. Recyclable Materials generated by a Commercial Customer, proVided the materials are subjected to a recyclirlg process, and the Commercial Customer reports to the Director, upon request. about the disposition of the Recyclable Materials. Non-Program Recyclabies generated and separated from the Waste Stream by Residential Cuslomers. Solid Waste and by-products resulting from an industrial process. 19 of 71 Packet Page -1133- 3/22/2011 Item 16.E.2. 5.18.9 Solid Waste and Recyclable Materials generated In the incorporated areas of Collier County. Sludge. Liquid, semisolid, or contained gaseous material resulling from domestic, Industrial, commercial, mining, agricultural, or governmental operations. Commercial Organics. Yard Trash generated on Commercial Real Property. Materials and wastes similar to those listed above, when designated by the Director. 5.19 Safety Prooram 5.18.10 5.18.11 5.18.12 5.18.13 5.18.14 5.19.1 The Contractor shall develop, implement and maintain a written safety plan for all of its operations under Ihis 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 Contraclor shall comply wjth 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 c;ornpliance with OSHA and all Applicable Laws. Refresher courses and supplemenlal 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 10 the Director upon request. 5.19.4 The Contractor Shall follow ail 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 for the immediate removal 10 a hospital or a doctor's care of any employee or other Person that is injured and requires care from the Conlractor. 5.20 Collection Plan 5.20.1 The Contractor shall prepare a Collection Plan thaI describes in detail how the Contractor will proVide Collection Services In compliance With the requirements in this Agreement. AI a minimum. the Collection Plan shall identify and describe Ihe vehicles, equipment, routes, and SChedules the Contractor will use. The Collection Plan shall include a legible map fOf each Collection roule, identifying the Day(s) when Collection Service will be provided, the starling and ending pOllJts for Collection Service, and the type of Collection Servic:e that will be provided on each Collection Day. 5.20.2 The Collecllon Plan shall describe the Contractor's plan for recycling the Recyclable Materials collected under this Agreement. At a minimum. the Collection Plan shallldenlify the number and types of vehicles that will be used to collect Recyclable Materials, and the Recycling Facility that will receive the Recyclable Materials. 20 of 71 Packet Page .1134- 3/22/2011 Item 16.E.2. 5.20.3 The Collection Plan shall Include the manufacturer's specification sheets for the Contractor's Recycling Bins, 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 Prooram Reevclables From the time that Solid 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 ils employee(s) shall have the right to take, keep, process. alter. remove or otherwise sell or dispose of any of the Solid Waste or Program Recyclables collected pursuant to this Agreement, without the prior written approval of the Director. 5.22 Compaction of Proqram Reevclables 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 [he Program Recyclables. The density shall be computed by dividing the weight of the Program 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 Recyclable 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 County pursuant to Section 18.2 herein. 5.23 Sale of Prooram Reevelables 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 denved from the sale of Recydable Matenals 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 infonnation required pursuant to Sections 16.2 and 16.3 of this Agreement. 5.24 Disposal of Recvclable 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 male rials 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. 21 of 71 Packet Page -1135- 3/22/2011 Item 16.E.2. 5.24.3 The Contractor may file a written petition for relief with the Board if the Contractor detennines Ihal the net cost of mark.eling one or more of the County's Program Re.cyclables exceeds the net revenues derived from the sale of all of the Program Recyclables. The Contractor's petltion shall contain a detailed accounting of the Contractofs costs and revenues for the marketing and sale of Program Recyclables. The pelition shall demonstrate thai 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) 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 Landflll, 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 fhe Board, the Manager shall review the peUlion within ten (10) Days and, if the petition appears to be meritorious, the 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 tbe Contractofs petition. In such cases, the Contractor shall not pay a Tipping Fee at the Immokalae 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 CoUectlOl1 of Garbage, Rubbish. and Yard Trash. and shall use Recycling BillS for the Collection of Program Recyclables. 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. and the expulsion of its contents; (b) have a cover that is free trom sharp edges: and (c) not have InSide structures that prevent the free discharge of the containefs contents. Such containers shall not exceed thirty-two (32) gallons In capacity or My (50) pounds in weight when filled. 6.1.3 Residential Program Recyclables shall be Set Out for Collection in Recycling Bins. Cardboard placed in Recydtng Bins shall be flattened and, if necassary, cut 10 a maximum size of 3 It x 3 ft. Cardboard may also be stacked and placed outside the Recycling Bin. 22of71 Packet Page -1136- 3/22/2011 Item 16.E.2. 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 Bins, Recycling Carts, and any non-containerized waste appropriate for Curbside Collection shall be placed at the Curbside prior to 6:00 a.m. on the scheduled Collection Day. These containers and materials shall be placed at least four (4) feet from mailboxes or other obstacles. 6.1.6 A Residential Customer shall not Set Out for Collection more than four (4) Tires and two (2) lead acid batteries per month. 6.1.7 A Residential Customer snail 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 ttle use of Curbside Containers by Commercial Customers where efficiency or other circumstances jusllfy. 6.2.2 Commercial Customers shall place all Commercial Waste and Recyclable Matenals 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 Solid Waste and Yard Trash shall not be piaced In the same Collection Container. 6.3.3 Yard Trash placed in Curbside Containers shall 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 cord 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 nol exceed four (4) feet In lenglh 0; four (4) inches in diameter. The foregOing restrictions also shall apply to other types of non-containerized Solid Waste, except Bulk Waste and Extraordinary Waste. 6.3.6 All Collection Containers shaU 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. 23 of 71 Packet Page -1137- 3/22/2011 Item 16.E.2. 6.3.8 In the event the Customer and Contraclor cannot agree upon an appropriate location for a Collection Container, the Director shall mediate the dispute and designate the point of Collection. 6.3.9 When necessary to carry out the purpose and intent of this Agreement. the Director may authorize the placement of a Colleclion Container off of the Premises. Public rights-of-way .may be used only in circumstances where the placement of the Collection Container shall not Interfere with or obstruct the primary purpose of the right-of-way. 7 ResldentJal Collection Service 7.1 Basic Collection Service and Collection Freouencv 7.1.1 The Contractor shall provide the following Collection Service to each Residential Customer 7.1.1.1 Garbage and Rubbish shall be collected at Curbside at least lwo 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. 7.1.12 Yard Trash shall be collected at Curbside at least once each week. This service shall be provided on one of the two Days when Garbage is collected. 7.1 1.3 Program Recyciabies shall be collected at Curbside at least once each week. This service shall be provided on one 01 the two Days when Garbage is collected. Program Recyclab!es shall be collected twice each week if the County Implements a pUblic education program to increase recycling rates and then reasonably determines that there IS a sufficient demand to warrant the Collection 01 Program Recyclables twice per week. In addition, the Contractor shall place sectioned or compartmentalized containers at all public schools in ServIce District II for the Collection of computer paper, newspaper. and mixed fiber materials. 7.1.1.4 Bulk Waste shall be coJlected at Curbside at least once each week. This service shall be provided on one of the two Days when Garbage is collected, whenever possible The Contractor shall note all unreported Bulk Waste 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 Bulk Waste. However, a request for Bulk Waste Collection must be made at least forty-elght (48) hours in advance of the next regularly scheduled Day for the Collection of Bulk Waste. 7.1.1.5 Wllile Goods shall be collected at Curbside alleast once each week. This service shall be provided on one of the two Days when Garbage is collected. whenever possible. The Contractor shall note all unreported White Goods 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 24 of 71 Packet Page -1138- 3/22/2011 Item 16.E.2. scheduled Collection Day for White Goods. However. a request for White Goods CollecUon 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 Bulk 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. 7.1.1.7 Electronic Equipment shall be collected at Curbside at least once each week This service shall be proVided when Bulk Waste is collected. The Contractor shall note all unreported Electronic EqUipment on all Collection roules 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 tor 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 confimlation 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 10 collect Extraordinary Waste 7.2 Supplemental Collection Services 7.2.1 Contractor shall offer Residential Supplemental Collection ServiceS to Residential Customers. including. but nollimited to Back Door Service for non-handicapped Customers. 7.2.2 Customers desinng Residential Supplemental Collection Services shall request such services directly tram the Contractor. The specific arrangements for Residential Supplemental Collection Services are to be determined between the Customer and the Contraclor. 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 conlin'!1ation that the fee is acceptable 8 Multi-Family Collection Service 8.1 Customers occupying Multi-Family Residences shall receive Residential Collection Service or Commercial Collection Service. A Customer occupying a Mum-Family Residence shall receive Residential 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. 25 of 71 Packet Page -1139- 3/22/2011 Item 16.E.2. 8.2 A Customer occupying a Multi-Family Residence and receiving Residential 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 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 Recyclablesincludes the Collection of Program Recyclables generated by those Cuslomers lhat occupy Multi-Family Residences. even if the Customers receive Commercial Colledion Service. 9 Commercial Collection Service 9.1 Basic Collection Service and Collection Frequencv 9.1.1 Commercial Collection Service for Garbage and Rubbish shall be arranged between the Commercial Customer and the Contractor. 9.1.2 Commercial Cllstomers shall enter into a contract with the Contractor for the Colleclion of Commerclal 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 nol authorize or require Contractor to coHect Yard Trash or provide Commercial Lawn Care Service. 9.1.4 The minimum Collection frequency lor 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 Garbage and other types of putrescible waste. 9.1.5 Where several Commercial Customers are within dose proximi1y to each other (e.g., in the same shopping center or mall), such Customers may enter into a join I agreement with the Contractor for Ihe Collection of theIr Commercial Waste 9.2 SUPPlemental Collection Services 9.2.1 Contractor shall offer Supplemental Collection Services to Commercial Customers. inc:luding but not limited to the services described in Exhibit 1(8). 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 ServiC'.es sl1all request such services directly from the Contractor The specific arrangements for Supplemental Collection Services are to be determined between the Customer and fhe Contractor. No such services shall be provided until the Contractor notifies the Customer of the amount of the 26 of 71 Packet Page -1140- 3/22/2011 Item 16.E.2. Contractor's fee and receives the Customer's confirmation that the fee is acceptable. 9.2.3 Contractor shall bill Customers directly lor Commercial Supplemental Collection Services in accordance with the Rates stated in Exhibit 1(8), unless the County assumes responsibility for billing Commercial Customers. 9.3 Commercial Recvclino Services The Conlractor shall olter to collect Recyclable Materials from its Commercial Customers, and such service shall be available at leasllwo (2) times each week. in this capacity, the Contractor shall act as a Private Hauler. The Conlractor shall be responsible lor billing and collecting payment lor ils services as a Private Hauler 9.4 Contracllor 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 Contraclor's contract shall identify all of the services that the Contractor will provide 10 the Customer and all 01 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 Contraclor's contract for CommerCIal Customers shall contain the following rnformation. unless alternate language IS approved by the Director: "REGULATION BY COLLIER COUNTY" This contract for the collection ot 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) 403-2350. "COMMERCIAL COLLECTiON CONTAINERS" You may prOVide your own Commercial Container (e,g" a roll-off container or compactor) for the solid waste that you generate on your property: provided that your Commercial Container is one that can he serviced by the Contractor's =lIection equipment 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 01 the Commercial Container 270171 Packet Page -1141- 3/22/2011 Item 16.E.2. "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 paymenl is thirty (30) calendar days past due, the Franchisee may mail to such Commercial Customer a notice of intent to terminate service il1ten(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 remasns 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 Servie.6 to the Customer. The Contractor shall notify the Director within one (1) Day after service is terminated. Upon being notffied, the County shall take whatever action it deems appropriate to enforce compliance with the provlsiom; of the County's Ordinances. 9.5.1.4 9.5.2 In the event service is terminated, the Contractor is authorized to remove from the Customers Premises any Commercial Containers, Commercral Recycling Containers. or other equipment belongIng to the Contractor. 9.5.3 Contra~ior IS authonzed to charge interest on delinquent accounts with Commercial Customers and to charge a fee for resumpli.on of service, as provided in Section 26.1.5 of this AgreemenL 28 of 71 Packet Page -1142- 3/22/2011 Item 16.E.2. 10 Collection Containers 10.1 Provision of Containers 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. i 0.1.1.2 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 one Roll Cart to eacl1 Residential Customer that does not have one. 10.1.1.3 One Roll Cart shall be provided by the Contractor 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 ror delivery, The invoice price is subject to the Director's approval. The delivery fee is sel forth in Exhibit I(B). 10.1.1.4 Each Customer shall have the option of receiving a thirty-fIVe (35), sixty-tour (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 exctlange lis 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 otter appropriately-sized Roll Carts to age- restricted communities on a ~ommunity-wide basis. and in other speCial cases, as determined by the Director alter consultation with the Contractor 10.1.1.6 The Contractor shall provide a new Roll Cart to new ReSidential Customers within five (5) Days of notification by the County. 10.1.2 RecvclinG Bins and RecvcJlnq Carts 10 1.2.1 The Contractor shall ensure that each Residential Customer has at least one (1) Recycltng Bin at all times during the term of this Agreement. Upon request by the Director, the Contractor shall deliver up to two (2) Recycling Bins to Residential Customers that do not have them. 10.1.2.2 The County shall provide the Recycling Bins to the Contractor ror distribution 10.1.2.3 The Contractor shall deliver up to two (2) Recycling Bins 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 Recycltng Carts to those Residential Customers that produce large quantities of Recyclable Materials. The Recycling Carts shall be provided only to Residential Customers who are not engaged In a commercial bUSiness activity at lheir residence. The County shall provide the Recycling Carts to the Contractor. 29 01 71 Packet Page -1143- 3/22/2011 Item 16.E.2. 10.1.3 CommercIal Containers 10.1.3.1 Commercial Customers may use !heir own Commercial Containers, provided the contamers 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 Solid Waste and/or Recyclable Materials. Contractor shall provide containers of sufficient size and number, and Collection SeNice 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 unsuflable lor the use of such equipment Of containers. 10.2 Ownershio 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 any Roll Carls, Recycling Bins, and Recycling Carls that are purChased and provided by the Contractor. Roll Carts. Recycling Bins, and Recycling Carts provided by the County to the Contractor or Customer 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 lor Containers 10.3.1 Recycling Bins 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. Recycling Bins shall: (a) be green; (b) have a rated capacity of 18 galkms; and (c) be hot-stamped or labeled in accordance with the specifications provided by the Director. Recyclfng Bins shall be uniform with regard to color, volumetnc capaclty. dimensions. finished surfaces. and hot stampmgllabeling. 10.3.2 If any Recycling Carts are supplied by the Contractor, the Recycling Carts shall be subject to the approval of the Director. Recycling Carls shall: (OIl be green: (b) have a rated capacity of sixty-four (64) gallons: (c) be made of heavy duty plastic; (d) be hot-stamped or labeled in accordance with the specfficatlons provided by the Director: (e) be mounted on two 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 lop (outside) 01 the lid, 300f71 Packet Page -1144- 3/22/2011 Item 16.E.2. 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. 10.3.3 Roll 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 Carts shall: (a) be green: (b) have a rated capacity of either thirty-five (35), sixty-four (64). or ninety-six (96) gallons; (c) be made of heLlVY 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 lids: and (g) be compatible with [he hydraulic lifting and dumping mechanism mounted 011 the Contractor's Collection vehicles, Roll Carts shall be uniform with regard to color. volumetric capaclty. 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 ils contents; with covers that are free from sharp edges: and without any inside structures that prevent the discharge of its contenls. 10.3.4 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. 10.3.5 The Contractor shall provide the Director with the manufacturer's specification sheets for the Contractor's Recycling Bins, Recycling Carts. Roll Carts, and Commercial Containers. At a minimum, the specification sheets shall address the following items, if applicable: . Company of manufacture . Matenal 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 . Inlerior and exterior fllllsh surfaces . Color . Volumetnc Capacity 31 of 71 Packet Page -1145- 3/22/2011 Item 16.E.2. . Nestability . ldenttficalion and MarKing . Manufacturer's warranty 10.3.6 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 Deliverv of Containers 1004.1 The Contractor shall maintain an adequate supply of Roll Carts, Recycling Carts and Recycling Bins at all times. The Contractor shall deliver new, additional, and replacement Roll Carts and Recycling Bins 10 Residenttal Customers within five (5) Days of receiving a request for said containers. 10.4.2 The Contractor shall deliver Roll Carts, Commercial Recycling Containers, and/or Commercial Containers to a Commercial Customer within five (5) Days of receiVing a request for sucl1 containers. 10.5 Maintenance of Containers 10.5.1 With regard to the Roll Carts, Recycling Carts and Collection Containers that the Contractor delivers or otherwise provides to its Customers, the Contractor shall maintain the Roll Carts, Recycling Carls and Collection Containers in good working order to ensure continuous and efficient Colleclion Service under this Agreement. 10.5.2 Contractor-owned Commercial Containers shall have solid, durable bottoms. Commercial Containers shall be equipped wlth a heavy-duty removable plug for the purpose of clean out. 10.5.3 The Contractor shall mcllnlaln and repair its Commercial Container.:; 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 delrimentto the communlty, with the exception of containers made of plastic, aluminum, stainless steel. or other materials thai do not readily accept paint. 10.5.5 Al its expense, the Contractor shall procure and maintain all essential spare parts for Contractor-owned Commercial Containers. The Contractor shall identify and maintain a readily available source of all the spare parts needed to maintain and repair [he Contractor's Commercial Containers. 10.5.6 The Contractor shall repair" paint, clean and otherwise maintain any Commercial Container within five (5) Days of being requested to do 50 by the Director_ 10.5.7 Customers shall be responsible for maintalnrng all Customer-owned Commercial Containers, Roll Carts. Recycling Bins, Recycling Carts, and Commercial ReCYCling Containers. The Contractor lTlay maintain Customer-owned contaIners for an additional fee, approved by the County. The Contractor's fee lor this service is set fOrtll in Exhibit liB). 32 of 71 Packet Page -1146- 3/22/2011 Item 16.E.2. 10.6 Repair and Replacement of Containers 10.6.1 At its expense, the Contractor shall repair or replace damaged Conlractor- owned Roll Carts, Recycling Bins, Recycling Carts, and Collection Containers within three (3) Days after receiving notice from the County or Customer. 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 Carl 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 Customer's 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 the Director's approval. The delivery fee is sel forth in Exhiblll(B) 10.6.2 If the Contractor damages or destroys any Customer-owned Collection Container, the Contrac;tor 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 lhe Collection Container thai was damaged or destroyed by the Contractor, 10.6.3 The Contractor shall not be responsible for Unintentional Damage to Customer-owned containers thaI is caused by the Customer's [ailure to comply with the Set Oll! requirements of Ihis Agreement 10.6.4 The County shall pay the cost of replacing Roll Carts. Recycling Bins, and Recycling Carls 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 Carls, Recycling Bins. and Recycling Carts. as documented by fhe Contractor's invoices The County shall not pay any profit, mark-up or other charges to the Contractor for the 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 ttle Florida Prompt Payment Act, Sections 218.70 et seq.. Florida Statutes. 10. -r Storace of Recvclinq Bins If requested by the Director, the Contractor shall store new and replacement Recycling Bins at the Con\rac;tor'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. TIle Recycling Bins shall be kept in a safe. secure manner until they are delivered to the Contractor's Customers pursuant to this Agreement. TIle Contractor shall not be obligaled to transport and store more than one thousand (1.000) Recycling Bins in any month or more than three thousand (3.000) Recycling Bins In any Agreement Year. 33 of 71 Packet Page -1147- 3/22/2011 Item 16.E.2. 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. R.eplacement 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 01 accumulated water during loading and transport operations. The Collec:lion vehicles shall have solid metal sides and a tully enclosed metal top, 11.1.4 As an altemative 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 (1Y,) 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 limes when the vehicle's speed exceeds 20 miles per hour. 11.1.5 Vehicles transporting Program Recyclables shall be covered to protect paper recyclables from rain. and 10 prevent Program Recyclables from blowing arfalling out of the vehicle. 11.1.6 Prior fo 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 poor to the commencement of daily Collection Service. 11 .2 Anclllarv Eouipment 11.2.1 All vehicles used to provide Collection Services under this Agreement shall be equipped at all limes 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. 34 of71 Packet Page -1148- 3/22/2011 Item 16.E.2. 11.2.3 All vehicles used for Collection of White Goods or Electronac Equipment shall be equipped with appropliate ancillary equipment so as to avoid breakage of the Electronic Equipment. or loss of Freon from White Goods, during Collection. 11.3 Reserve Vehicles and EaulPment 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. 114.2 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 outside, 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 monilor, 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, an 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 limes, 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 (Solid Waste, Yard Trash or Recyclable Matenals) being collected. The inlomlation shall be displayed at all times. on both sides of the vehicle body. in letters at least six (6) inches high. The infonnatJon displayed on tile Contractor's vehicles shall be subiecl to Contractor's approval, which shall not be unreasonably withheld 11.5.3 Contractor shall label its Commercial Containers WI1h 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 35 of 71 Packet Page -1149- 3/22/2011 Item 16.E.2. shall be readily visible when the container is placed at a Commercial Customer's site. 11.6 Compliance with the law 11.6.1 Al allUmes, 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 Riqht to Insoect 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 immediately remove from service any Collection vehicle or equipment that is leaking or spilling fluids, Solid Waste. or Recyclable Materials. The Director also may require any ColleclJon vehicle to be washed within one (1) Day. In such cases, the Contractor shall immediately notify the Director of the remedial action that will be taken to correct the problem. 11.8 Storaoe and Reoair The Contractor shall provide a garage and maintenance tacllity tor its vehicles and eqUJpmenl 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 Manaoer Contractor shall appoint an employee to serve as the D.stnct Manager The District Manager shall be the primary point of official contact on behalf of the Contractor for all technical and administrative malters pertaining to this Agreement. The District Manager must have at least ten (10) years of pnor managenal expenence with programs of this nature and size. The District Manager shall have the authority to make significant decisions relellant to the day-to-day operation of Contrnctor's program under this Agreement. The District Manager shall halle direct access to the Contraclor's management for resolving problems beyond the District Manager's authority. At all times dUring the term at this Agreement, the Director shall have immediate acc€'.ss to the District Manager. and the District Manager shall be one hundred percent (100%) dedicated to overseeing ami implementing the Contractor's performance under this Agreement. Any communications or writings that are required under this Agreement to be gillen to the Contractor shall be delivered to the District Manager. Such communicatiDns or writings shall be deemed received by the Contractor when delillered to the District Manager 36 of 71 Packet Page -1150- 3/22/2011 Item 16.E.2. 12.2 Field Suoervisor 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 Emplovee 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 dUring the performance of their duties under this Agreement. 12.4 Emolovee 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 limes While on duty, Shirts must be wom at all times. The Director has the right to approve the Identifiers or identification tumlshed by the Contractor. t2.5 Removal of Emplovees 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 thai would violate any Applicable Law. The Contractor shall defend, save. and hold the County harmless from and against legal actions by any employees 50 removed. 12.6 Emolovee Traininq 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. 12.6.3 The Director may request the Contractor's employees to produce their driver's license for inspection al any time when the employee is an duty. 13 Local Office 13 1 The Contractor shall malI1talI1 a customer serviceJdispatch office within the County. The Contractor's office shall be open for business. and Contractor shall have personnel available for the purposes of dispatcl1. 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 37 of 71 Packet Page -1151- 3/22/2011 Item 16.E.2. 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. 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 lor receIVing and handling emergency calls, both during and after normal operating hours. Such process shall be subject to the Director's approval. 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. 14.2 Any complaints received by the Contractor shall be forwarded to Ihe Director within one (1) hour afterthe complaint is received by the Contractor. 14.3 The Direc.ior shall determine whether a Customer's complaint is a Legitimate Complainl. 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 Waste. Recyclable Materials or Collection Containers: . Damage to public or private property; . Failure to obey traffic regulations; 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 within six (6) hours after receiving notice from the Director. 14.5 The Contractor shall Inform the Director about the status of each Legitimate Complaint within six (6) hours of receiving notice from the Director. 14.7 The Contractor may request and the Director shall grant additionar time to remedy a Legitimate Complaint when the Co.ntractcr uses tIs best efforts to correct the problem, but is unable to do so within six (6) hours. 38 of 71 Packet Page -1152- 3/22/2011 Item 16.E.2. 14.8 In all cases, the Contractor shall notify the Director within six (6) hours after the Legitimate Complaint is resolved and shall provide a written summary 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 notlimiled 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 Manager. 15.4 If a request IS filed. the Manager shall act upon such request within twenty (20) Days. The Manager shall provide the parties an opportunity to present their arguments and evidence concerning the relevant issues. The Manager shall nollty the Customer. the Contractor. and the Director In writing concerning the Manager's deCISion. The Manager may: C'.onfirm. 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 Manager deems necessary and appropriate. The Manager's decision shall be final and non-appealable. 16 Record Keeping and Reporting 16.1 Record Keepino 16.1.1 EqUipment Maintenance Loa.. 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 descnption of all routine maintenance actiVIties; and the date and descnpllon of all repair actrvities. 16.1.2 Non-Collection NotlC€: Loq 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., ResidelltiClI or CommerCIal); and the reason for each Non..Collection Notice. 16,1.3 Leaitimate Complaint Loa. 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 descnption of the complaint; the date and time when the compialllt was resolved; and a description of how the complaint was resolved. 16.14 Proqram Recvclables Loa Contractor sh<J11 maintain a log concerning tile Program Recyclables that the Contractor collects in the County The log shall identify. the amount of Program Recyclables collected each month In Service District II; the names and locatIons ot the Recycling Facilities where the Program Recydables were delIVered: and the amounts that were 39af71 Packet Page -1153- 3/22/2011 Item 16.E.2. delivered to each Recycling Facility. This information shall be reporte<l 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 Loa. 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 LOQ. 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 Bulk Waste LOQ. 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 01 materials collected; and the approximate volume and weight of the materials collected. 16.1.8 Electronic Eouioment LOQ. Contractor shall maintain a log concerning 1t18 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 materiais 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. 161.9 All of the Contractor's logs shall be kepi current and up-lo-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 tlle County at any time during normal business hours. TIle information In the log shall be provided to the Director. upon request. within one (1) Day. 16.1.10 The general fornlat and content of the Contractor's logs shall be subject to the Director's approval. 16.2 MonthlvReoort 16.2.1 Contractor shall submit Monthly Reports 10 the Director within fifteen (15) calendar days after the end of each month. The form and content of the reports are subject to the Director's approval. 16.2.2 At a minimum. the Monthly Report shall provide the following information concernmg Residenllal Customer service: 16.2.2.1 Tonnage collected during the month for each of the follOWIng materials: Solid Waste; Program Recyclables: corrugated cardboard: and Yard Trash. The tonnages tor 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 Collection Service; and (c) all other Residential Customers. 40 of 71 Packet Page -1154- The total number of Customers served during the month and the number of: (a) Customers occupying Multi.Famlly Residences and receiving Commercial Collection Service; (b) Customers occupying Multi.Family Residences and receiving Residential Collection Service; and (c) other Residential Customers. The number of Residential Customers participating in the Recycling Program. Number. type. and weight of White Goods and Electronic Equipment collected during the month. Number of Tires collected during the month. Number of Non-Collection Notices issued to Customers during the month. Number of Missed Collections. and the tolal number of Legitimate Complaints. during the month. The number of Recycling Bins. Recycling Carts, and Roll Carts provided to Residential Customers during the month and Agreement Year. 16.2.3 The Monthly Report shall prOvide the following information for Commercial Customer service: 16.2.2.2 16.2.2.3 16.2.2.4 16.2.2.5 16.2.2.6 16.2.2.7 16.2.2-8 3/22/2011 Item 16.E.2. 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 Colleellon lor each container, and any Supplemental Collection Service received, 16.2.3.2 Tonnage r.ollected during the month for each of the following matenals: Solid 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 carcboard. 16.2.3.4 Number of Missed ColleclJons, and the total number of Legitimate Complaints, dunng the month 16.2.3.5 Names and addresses of any Commercial Customers that were offered and declined Collection SelVice for Recyciable Materials. '16.24 The Contractor shall identify each number in the Monthly Report thaI is based on an estimate and shail clearly explain how the Contr'dclor 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 informatlOn for all Items required in the Monthly Report for Residential and CommerCIal Customer service. 41 of 71 Packet Page -1155- 3/22/2011 Item 16.E.2. 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 10 number for each. 16.3.2.3 An updated Collection Plan, Including current route maps and schedules for all Colle.clion Services provided under this Agreement. 16.3.2.4 A description of any pUblic education actiVities completed by the Contractor and a general accounbng of the amount of money expended during the year for educational purposes. 16.3.2.5 A description and inventory, indicating quantities arld 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 Legflimate Complaints received by the Contractor on a monthly and annual basis during the term of this AgreemenL Tile evaluation silall inciude a corrective action plan for systemic and chrorlic problems. An updated Contingency Plarl. 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 Recvclina Participation Report. Contractor shali 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 conceming the Collection of Resrdential Program RecyclabJes and Residential Yard Trash no iater than April 15'" and October 15"', 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 Uodates to Safety Plan. Contractor shall continuously update Its safety plan to reflect any changes in Contractor's operations. The Contractor shall deliver an updated pian to the Director within live (5) Days whenever any changes are made to the safely plan. 16.4.3 ACCidents and Prooertv Damaae. Contractor shall notify the Director of any aCCidents involving the Contractor's staff. vehicles,. or equipment requiring notification 10 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 and a written report shall be provided to the Director within one (1) Day of the accident. If any issues are unresolved at tilat ltme. a subsequent report shall be provided to the Director within two (2) Days following U,e ultimate disposition of tile case. The Contractor also shaH 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. 16.3.2.7 16.3.2.8 42 of 71 Packet Page -1156- 3/22/2011 Item 16.E.2. 16.5 General Record Keeoino and Reoortino Reouirements 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 pertonmed, 16.5.2 Contractor shall promptly provide any infonmation, 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. copy. and audit. at the County's expense. all of the Contractor's finanCial books and records concerning Ihe Contractor's services under this Agreement. Work )lapers 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 tor confidential and proprietary information, concerning Ihe Contractor's services under Ihis Agreement. 16.5.4 The Contractor's documents shall be made available tor inspection during normal business hours at the Contractor's office in Collier COUr1ty. These documents may be copied by the County. at its expense. These documents shaH be maintained by the Contra.ctor for at least five (5) years follOWing the date when they were prepared, or the tenmination of Ihis Agreement, whichever occurs HrsL 16,5.5 All of the Contractor's reports to the County shaH be submitted in a hard copy and In an electronic formal approved by the COUr1ty. The form and content of all reports are subject to the Director's approval. 16.5.6 in any report submitteO to the County, the Contractor may include proposals for changes In this Agreement or the County's operahons 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. Inctuding but not limited to: public appearances in support of the County's Recycling Program; use of lbe County's recycling theme. t..'Olors, and logos on Collection vehicles and containers; distribution of promotional literature; participation In special events: special educational presentations; and similar activities. All literature shaH include a County phone number, approved by the Direclor. From hme to lime, but not more than twelve (12) limes per year, Contractor shall assist and/or support Ihe 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 \0 special events; and providing staff to assist COUr1ty staff at various informallor1al booths The Contractor shall no! be required to staff booths more than a total of 60 Person hours per year. 17.2 Usaoe of County Themes and Loaos Upon request. Contractor shall display the County.s recycling, waste reduction, and conservation themes and logos on signs (decal or painted) Or1 designated Collection 43 of 71 Packet Page -1157- 3/22/2011 Item 16.E.2. vehicles. Lettering size shall be appropriate \0 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 RecvclinQ 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 10 all Commercial Customers regarding Ihe 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 five thousand dollars ($5,000) per Agreement Year assisting the County with educational, promotional. and publiC awareness activities. including, but not limited \0 the following: 17.5.1 Al its e.xpense, Contractor shall mal! one (1) Solid Wasle infoll'l1ational document, developed and published by the County, \0 all Customers in th.e Contractor's Service District. Th.e 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 10 the satisfaction of the Director. 17.5.2 At lis expense, Contractor shall distribute pre-printed promotional materials (e.g.. brochures, newslellers. flyers, door hangers, magnets) up to four (4) times per Agreemenl Year, to all Customers 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 \0 be used to Set Out their Solid Waste, Yard Trash and Program Recyclables. and to provide other intormation concerning the County's Solid Waste program. 17.5.3 At TIs 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 satJsfied tis obligatioo 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 pursuanl to Sections 5.3 (during the transition before the Commencement Date), 17.1, 17.2, 17.3, and 174, above, but shall not include any costs incurred by the Contractor pursuant to Section 17.6, below. 44 of 71 Packet Page -1158- 3/22/2011 Item 16.E.2. 17.6 Public Notices Concernina Chances in Collection Services At lis expense. the Contrac:tor shall prepare and publish a notice whenever the Contractor's schedule or Collec:tion Days are changed for Residential Customers. The notice shall be subjec:t to approval by the Direc:tor. The notice shall be placed in the newspaper that has the largest circulation In the County. The notlc-.8 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 Of 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 Counly decides to change the Materials Acceptance Protocol, or add or delete Program Recyclables. the County and Contractor shall enter inlo good faith negotiations to amend this Agreement, if necessary. to reflect such modifications. If the County determines II is appropriate to add or delete Program Recyclables, Contractor shall be given .at least SIxty (60) days to adjust its services accordingly. 18.1.2 It the County and Contractor fail to reach an agreement regarding the Rate to be paid follOWing Ihe addition or deletion of any Program Recyclables, the County may require the Contrac:tor to participate in mediation, as specified In Section 30 of this Agreement 18.2 Recvclinq Facility In Collier Countv 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) C".alendar days notice before requiring the Contractor to use a Recycling Facility designated by the County. The Contractor shall not receive any additional lee or an increase in the Rates for taking Recyclable Materials to the County's Designated Site in Collier County. 18.2.2 If the CouDly requires the Contractor to deliver Recyclable Matenals 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 II and delivered to the DeSignated Site during the remaining portion of the term of the Agreement, pnor 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 Provlslon 01 Service Upon Termination If thiS Agreement is terminated by the County. the Board may, at its sole discretion. authonze one or more qualified hauling c:ontractor(s) to provide Collection Servlces 45 of 71 Packet Page -1159- 3/22/2011 Item 16.E.2. for Solid Waste, Program RecyclablEl$, and Yard Trash in Service District II, under such tenns and conditions as !he Board deems appropriate. 18.4 Collection and Processino of Commercial Oroanics 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 Districtll. If the County and Contractor are unable to negoliate 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 appropliate. 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 alleast ninety (90) calendar days before the Person begins to collect Commercial Organics pursuant to rts 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 Distlic! II during the remaining portion of the term of this Agreement, prior to any renewals of the Agreement, but only if and only to the extent that (a) the County's Collection of Commercial Organics directly causes a reductJon In the amount of Solid Wasle collected annuaHy 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 coHected by the Contractor under this Agreement. Lost prolit does not include a 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 or Solid Waste collected during the first twelve months after the County begins to collect Commercial Organics and (b) the amount of Solid Waste cDlIected dLlring the prior twelve months. 18.4.5 To calculate lost protlts under Section 18.4.2, the parties shall: (a) determine the net revenue the Contractor earned for the COllection ot one ton of Commer~ial Organics during the twelve (12) months before the County began to collect Commercial Orgamcs; {b) determine the extent to which the reduction in the Contractor's Collection of Solid Waste exceeded live percent (5%): (e) convert the value identified in subsection (b) into tons; and (d) mUltipty the Contrdctor's net revenue per ton. as determined pursuant to subsection (a), by the appropriate number of tons, as determined pursuanl 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 == NRPT x ET x T 46 of 71 Packet Page -1160- 3/22/2011 Item 16.E.2. Where: LP is the amount of the Contraclor's lost profit; NRPT is the Contractor's net revenue per ton; ET is the excess tonnage (Le., the amount greater than a 5% reduction in the Contractor's Collections); and T is the time (years) remaining under the Agreement. 18.5 Countv's Riohtto Reouire Recvclino Carts The County shall have the right to require the Contractor to use Recycling Carts for lhe Collection of Program Recyclables in Service District II. subject to the conditions contained in this Section 18.5. If the County exercises this right, lhe County shall provide the Recycling Carts to the Contractor and the Contractor shall deliver the Recycling Carls to its Residential Customers, The County sl1all give notice to the Contractor at least ninety (90) calendar days before the County requires lhe Contractor to begin using Recycling Carts. If the Board notifies the Contractor by July 1, 2005 that the County wishes to implement the use of Recycling Carts on October 1, 2005, lhe Contractor shall provide its Collection Services with Recycling Carts at an annual Rate of $92.23. The Contractor's Rate shall be negotiated If the Board elects to use Recycling Carts at a laler date. 19 Additional Services 19.1 Commercial Waste Reduction The County reserves the right to negotiate with lhe Contractor to implement IIlcentives to increase the diversion of Commercial Recyclables from the Immokalee Landfill, 192 Communilv Service .~t its expense. Contractor shall provide Ule 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) sUes; 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 con laineI' shall be emptied up to three (3) limes. nle County shall pay the Tipping Fee for tile 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 duling Keep Collier County Beauliful events or similar clean-ups, The County shaH pay the Tipping Fee for fhe 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 deliveling the compost. 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. CoHection effiCJsncy. or reduce the County's costs. Contractor shall cooperate with the County 47 of 71 Packet Page -1161- 3/22/2011 Item 16.E.2. 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 piiot studies. 19.4 Electronic Eauipment 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 Recyctlng 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 II. The County shall be billed on a monthly basis for the processing seTVIces, The County ShElI1 only pay the Contractor's actual cosl. 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 tenninate the Contractors 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 !he 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 pursuanllo this Agreement, [he 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 Electronrc Equipment for Shipment to a Recycling Facility. The Director sllall notify the Contractor when lhe Electronic Equipment is ready for shlpment to a Recycling Facility, The Contractor shaH remove the EJeclTonlc EqUipment from the County's Designated Site within lhree (3) Days after receiving the Director's notice. 19.4,7 The Contractor shall pay all costs associated with the transpor.ation of the Electronic Equipment to a Recycling FacUlty, 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 B Recycling Facility located more than 200 miles from the County, and if lhe 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 48 of 71 Packet Page -1162- 3/22/2011 Item 16.E.2. Equipment manually. However, the Contractor shall nol be responsible for manually collecting Electronic Equipment that has been placed in a Commercial Container by a Person other than the Contractor, 19.5 School Recvclino prooram The Contractor shall place a Commercial Recycling Container at each school in Service District II for the Collection of Program Recyclables. 20 Emergency Situations and Disaster Debris 20.1 Use of Contractor Services If excessive amounts of Disaster Debris accumulate because of a hurricane, lropical storm, freeze. or other natural or manmade disaster, the County, at its sole discretion, may utilize the Contractor to assist with Collection of the Disaster Debris. The County also may utilize the County's Disaster Debris Contract 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, lhe Director may direct lhe Contractor to pertorm 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 slIch work. The County also reserves the right to utilize County personnel and equipment in the removal of Disaster Debris. 20.2 Valiance 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 De 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 II1torm the public when regular services can resume 20"3 Continoency Plan Contractor shall develop a Contingency Plan, which shall describe the Cuntractor'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 Ihe steps lhat the Contractor shall take to avoid Interruptions in Collection ServiCB. The Contingency Plan shall be submitted 10 Ihe Director by August 1, 2005. Thereafter, the Contingency Plan shall be updated and resubmitted to the Director wilh the Contractor's annual reporl pursuant to Section 16.3. and within two (2) Days whenever the plan is revised by the Contraclof 20.4 Emeroencv ManaqementlDisaster Meelinos 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. induding, but not limited 10, Collection schedules and routes and security codes to private community gates, The Director shall notify the Contractor of the dale, lime and location of the meetings, and any necessary materials to be provided by the Contractor. 49 of 71 Packet Page -1163. 3/22/2011 Item 16.E.2. 21 Insurance 21.1 Reouirements for Insurance Carriers Contractor shall procure and maintain the followlng 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 pla.ced with an insurance carrier that is apProved and licensed by the Insurance Department of the State of Fiorida and acceptable to the Director. The insurance camer 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 nolless 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 Liabilitv Contractor shall provide commercial general liability insurance including, bul 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 an work performed under this Agreement 21.4 Automobile Uabilitv Contractor shall provide automobile liability insurance, including bodily injury and properly damage for all owned, leased, hIred and non-owned vehicles, with IImrts of not less than $1.000.000 c;ornbined single limit. covering all work perfonned 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 LiabUitv Contractor shall provide umbrella liability insurance wtth limlt<; 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 tl1is Agreement, no further work is to be perfonned in the area of the Hazardous Waste until the County's Ris~ Management Department has been consulted as to !he potential need to procure and maintain any or all of the following coverages: 21.6.1 Contractors Pollution liability, For sudden and gradual occurrencES, in an amount no less than $5,000,000 per claIm and S5.000,000 in tl1e aggregate, arising oul of the work performed under this Agreement, including. but not limited to all Hazardous Waste identified under this Agreement. 50 of 71 Packet Page -1164- 3/22/2011 Item 16.E.2. 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 pertormed under this Agreement. 21.6.3 Hazardous Waste Disoosal. When applicable. the Contractor shall designate the disposal site and furnish a certificate of insurance from the disposal facility for EnVlronmental 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 nol less than $10.000.000 per claim and $10,000.000 in Ihe aggregate. 21.6.4 Hazardous Wasle 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 Haz.ardous Waste, with an amount not less Ihan $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 matenal exposure work being performed under this Agreement. 21.7 General Insurance Reouirements 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 insureds, 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 Conlractor's subcontractors under this Agreement The Conlrdclor shall be held responsible for any deficiencies. deviations. or omissions in any subcontracto~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 sui I is brought. exc:ept 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 caiendar days after written notice by certified mail. return receipt requested, has been given to Collier County's Risk Management Department 21,10 The Counly shall retain the right to review. at any time. the Contrdctor's coverage, form, and amount of insurance. Upon request. the Contraclor shall provide copies of its insurance policies to the Director wilhtn two (2) Days, 2111 The procuring of required policies of insurance shall not be construed to iimil Contractor's liability or 10 tuflilllhe Indemnification provisions and reqUirements at this Agreement 51 of 71 Packet Page -1165- 3/22/2011 Item 16.E.2. 21.12 Contractor shall be solely responsible for payment of all premiums for Insurance contribullng 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 !he 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 tennination, unless a new policy is affect.ed wit.h a retroactive date, including at least the last policy year. 21.14 Certificates of Insurance evidencing Ctaims Made or Occurrence fonn coverage and conditions to the Contractor, as well as the County's conlract number and description of work, are to be fumished to the Director prior to September 1. 20.05, and within thirty (30) calendar days of expiration of the insurance contract, when applicabie. 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 Cont.ractor's insurance company as soon as practicable after notice to the Contractor of any inCident (occurrence) or claim arising oul of the terms Of Ihis AgreemenL The Notice of Accident shall be provided to the Director withm two (2) Days, 21.16 At the end of the initial Term and eact! 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 coverages required in this Agreement, the Counly. at its discretion, is authoriZed to purchase such coverage and charge the Contractor for the coverage purchasoo_ The County shall be under no obligation to purchase such insurance, or to he 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 Sand shall be In an amount not less than fifty percent (50%) of the value of one {1} year of the Contractor's Residenttal Collection Service, The general form of the Performance Bond is shown in Exhibit VeAl. The amount of the Performance Bond shall be determined by the Director and calculated in accordance with the fonnula in Exhibit V(S). The term of the Performance Bond shall be no less than one year, beginning on the Commencement Date, Contractor shall fumish the County with a new Performance Bond for an addilional lerm of not less than one year, from the expiration dale ollhe Performance Bond then in effect, for each year this Agreement is in effect. The new Performance Bond shalf be submitted at least thirty (30) days prior to the expiration date of the Performance Bond then in effect. 52 of 71 Packet Page -1166- 3/22/2011 Item 16.E.2. 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 Acl 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 "g 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 defaull of this Agreement. In such cases, the Board may temlinate this Agreement by giving written notice to the Contractor, and upon the date of such notice, this Agreement shall be deemed immediately tenninated. 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 lime. Thereafter, the County shall have the right to call the PerfonTIanoo Bond and shali be free to negotiate wilh any Person for the service which is Ihe subject of this Agreement. 23.2 1n the event that the Board's consen\ to any proposed assignment IS dented, 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 tile liabilities of the Contractor. 23.4 The 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 obligafions 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 111 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 Ule gran ling 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. 53 of 71 Packet Page -1167- 3/22/2011 Item 16.E.2. 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 explicifiy authorized in this Agreement, and the payments are less than or equal to the amounts authorized. 25.2 Countv's Obliqation to Pav 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 Suppiemental 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 peifoTmed during the previous month, in an amount equal 10 om~-twelfth of the approved annual paymenl 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 AddinQ 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 !he following conditions. If the Contractors milial service to a new Customer commtlnces prior to !he 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 llfIeenth day of the month, there will be no paymenl to the Contractor for any services provided that rnonlh. 25.5 Removino 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 Conlractor shall not be paid for any servIce It provides to the Customer dunng thai month. If the County notifies the Contractor after the fifteenth day of the month that the Customer has heen removed from the Customer List, the Contractor shall be paid for the entire month. 25.6 Overpayments and Underoavments tor 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 fonnat required by the Director, conceming the 54 of 71 Packet Page -1168- 3/22/2011 Item 16.E.2. existence of and service to the Penson. 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 Conlractor shall promptly notify the Director to recmy 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 Pavments for Commercial Service Contractor shall be responsible for the billing and collection of Rates to be charged for Commercial Colleclion Service and Commercial Supplemental Colleclion 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 Countv Billinos tor 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 lhe Counly with a comprehensive list of Commercial Customers, including the location, size and number of containers, and frequency of Collection, in an electronic fomlat approved by lhe 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 Ihe County jor the cost oj administration, supeMsion and Inspection reqUired for the effective perfonnance 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 oul of any services or operations governed by this Agreement. The amount of the admmistrative 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 admil1lstrative fee shall not be increased unless the Rates in Exhibit I are increased approprialely to maintamthe Contractor's nel revenues. For the purposes of delerminlng the amount of the administrative fee, gross revenues shall Include the dIsposal lees associated with Residential Collection Service, whether or not such fee IS directty collected or paId by the Contractor. The residential disposal lee to be used for this purpose shall be based upon the Rales established 10 the exhibits allached 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 aboul the Contractor's gross revenues. may be made tram lime to lime by fhe Director, afteT providing notice to Contractor. 55 of 71 Packet Page -1169- 3/22/2011 Item 16.E.2. 26 Rates 26.1 Standard Rates 26.1.1 Separate Rates for Residential Collection Service, Commercial. Collection Service. and for each Residential and Commercial Supplemental Coflection Service, are shown in Exhibits leA) and 1(8) of this Agreement. 26.1.2 Contractor shafl utilize the Rates in Exhibits 1 and II of this Agreement when billing its Customers. 26.1.3 Contractor is authorized to charge interest at the rale set by Florida Statutes. on any delinquenl Commercial Customer account. 26.1.4 Contractor may collect a deposit plior 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 coflected, It may be used to offsel any delinquent amounts due the Contraclor after termination of service. Any remainder of a coflected deposit shall be retumed to Ihe Commercial Customer. 26.1.5 The Contractor may charge a fee 10 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 Exhlbitl{B). 26.2 Special Rates for Emeroencv Situations and Disaster Debris If the Director makes a determination that an emergency situation exists and directs the Contractor to coflect 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 10 a given month exr.eeds 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 rale for a Federal Emergency Management Administration {FEMA) event is $140.00; the houriy rate for a Non-FEMA event k'i $125.00. The curren! four-year monthly averages are provided in Exhibit VII, and will be rer.alculated annually. 26.2.2 If the quantity of Solid Wasle collected from Residential Customers in a given month exceeds 110 percent of the previous lour-year average 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 lor 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 utilrze roIl-off containers for Collection of Disaster Debns, 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 is $115.00; the per hour charge for a l1on-FEMA event is $100.00, Tipping Fees will be paid by the County. 56 of 71 Packet Page -1170- 3/22/2011 Item 16.E.2. 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 adjusted pursuant to Section 27,1 to reflect changes in the Consumer Price Index. 27 Rate Adjustment 27.1 Annual CPt Adiustments to Collection Rates 27.1.1 The Collection portion of the Residential Customer Rates and the Collection portion of the Commercial Customer Rales (e.g.. fronl-Ioad, compactor, and rull-ofF Rates) shall be adjusted on October 1" of each year. beginning in the second Agreement Year. as described below. 27,1.2 The Rale shall be adjusted III 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 anyone 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 Stallsllcs. 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 Stales Government or by a reputable pUbliSher of financial and economic indices. 27.1.4 Exhibit" contains sample calculalions that illustrate how the Collection Rates will be adjusted, based on ttl€ CPt. 27.1.5 The lees sel forth 111 Exhibit I(B) for Supplemental Services shall be adjusted annually to account lor changes in the CPI These CPI adjustments shall be made in the same manner as the other cpr adjustments described In thiS Secllon 27.1. . 27.2 Adlustments to Commercial Disoosal Rates 27.2.1 The disposal Rates lor Commerciai Customers shall be adjusted. in the manner shown 10 Exhibit II, whenever the Tipping Fee at the Naples Landfill IS adjusted. 27.2.2 At least thirty (30) caiendar days pnor to the effective date 01 any proposed adjustment in the Tipping Fee to be charged al the Naples Landfill. the County shall notify the Contractor of such adjustment. and shall provide the Contractor with a revised calcuiaUon of the Commercial Customer Rates (e,g., fronHoad. compactor, and roll-off Rates). based on the proposed change 10 the cost of disposal of Solid Waste at the Naples Landfill. 27.23 Exhibit II contains sample calculations lhat illustrate how the disposal Rates will be adjusted. based on changes in the Tipping Fee 27.3 Chanaes Imposed bv 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 57 of 71 Packet Page -1171- 3/22/2011 Item 16.E.2. proposed Rates which shall pass on the increased or decreased costs In a fair CInd 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 informalion 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. Adjustmenls 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 Agreemenl A change in law does not include a change in any tax law or workers' compensation law. 27-4 Extraordinarv Rate Adiustment 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 !he Rate adjustment. Among other things, the Contractor's petition shall include an audited statement of Contractor's historical and current expenses, confinning an extraordinary incrf'.ase 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 8 certified public accountant, licensed in the State of Florida. that is not an employee of the Contractor or its affiliates. AI its expense, the County may audit the Contractor's records to evaluale the Contractor's req uesl. The Director may req ues! from the Contractor, and the Contractor shall provide. all of the information that is reasonably necessary for the Director to evaJuale 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 evaluale 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 10 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 lncrease should remain 111 effect. 27.5 Rate Reductions The Board shall have the right to reduce the Rates, afler providing notice to the Contractor and an opportunity for a hearing. The Board may exercise its right when the Board determines thai a change in law. a reduction in the Tipping Fee, or extraordinary event warrants a reduction in the Contractor's Rates. 58 of 71 Packet Page -1172- 3/22/2011 Item 16.E.2. 28 Liquidated Damages 28.1 Basis for Liauidated Damaaes The County and Conlractor acknowledge and agree that il is difficult or impossible to accurately detennine the amount of damages that would or might be incurred by the County due to those failures or circumstances desclibed in this Section 28 and for which the Contractor would otherwise be liable. Therefore, lhe following administralive assessments shall constitute liquidated damages, not penalties, for the Contractor's breach of this Agreement. These administrative charges may be deducted from Ihe 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 Solid Waste, Yard Trash, or Program Recyclables from any Premises at those times provided by this Agreement, wilhin the deadlines set forth herein, after notification by the County or Customer, Each failure shall result in the imposition of a $100 fee. If the Contractor [aiis to meet the deadlines contained in lhis Agreement, each additional Day of delay after the initial violation shall result in the imposition of an additional $250 assessment. 28,1.3 Failure or neglect to correct chrome problems (C'.hrOI1lC shall mean three (3) or more Legitimate Complaints at the same Premises within a twelve (12) month period) shall result In the imposiUon of a $250 assessment. The first assessment shall be imposed for the third Legitimate Complaint. Additional assessments may be unposed for each Legitimate Complaanllhereafter. If the Contractor has more than five (5) chronic complainl problems within one month, there shali be an additional $500 assessment. 28.1.4 Failure or neglect to complele each street on a route (including missing whole or partial streets) on the reguiarly scheduied Collection Day, within the deadlines set forth herein. shall result in the imposihon of a $500/streeUDay assessment 28.1.5 Intentionally mlxlI1g Yard Trasll, Program Recyclables, Solid Waste, Electronic EqUipment, or any ather materials tllal are required to be coliected separately, shali resull 10 the imposillon of a $1.000 assessment per occurrence. 28.1.6 Mixing CommerCial and Residential Garbage, Rubbish or Yard Waste during Collection, without prior written approval from the Director, shall result in Ihe 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 perdey 28.1,8 Mixtl1g Commercj;;1 Recyclables and Residential Program Recyclaoles during CollectIOn, unless prior approval for the mlxmg has been granted by the Director, shali result in the imposition of a $ 1,000 assessment tor each occurrence. 59 of 71 Packet Page -1173- 3/22/2011 Item 16.E.2. 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 Faiiure 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 currenl tip fee at lhe 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 within five (5) Days of receiving notice from the Director, shall result In the imposition of a $100 assessment for each C'.ontainer 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 Jlil00 assessment per occurrence per day. 28.1.16 Failure to maintain office hours in the manner specified in this Agreemenl shall result ina $100 assessment per occurrence per day, 28,1 17 Failure to replace or repair a damaged container as specified 111 this Agreement shall resull in a $25 assessment per incident per 10caUon. 28.1.18 Failure to service a Legitimate Complaint withrn the spedfied time frame shall result in a $50 assessment per incident per day, 28.1.19 If the Contractor notlfies 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, withoLrt 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 pro!esslonal manner sflall result in Ii $15 assessment per incident 28.1.22 Blocking driveways with containers or Recycl1ng Bins shall result In the imposition of a $25 assessment per incident per day. 60 of 71 Packet Page -1174- 3/22/2011 Item 16.E.2. 28.1.23 Failure to provide timely promotional, educational materials anel/or advertisements shall result in the imposilion of a $1.000 assessment per event. 28_1.24 Failure to comply with the deadlines in Sections 5_3 and 5.4 for the Transition Periods shall result in an assessment of $1,000 per day, per incident. 28.2 Procedure for Assessino liquidated Damaoes 28.2,1 Based upon an investigation, the Director shall determine whether liquidated damages shall be assessed against the Contractor. The Conlractor shall not be required 10 pay liquidated damages in those cases where the delay or failure in lhe Contractor's performance was (a) excused In advance by the Director or (b) due to unforeseeable causes thai were beyond the Conlraclor's reasonable control, and without any fault or negligence of the Contractor. 28.2.2 Prior to assessIng liqUidated damages, the Director shall prOVIde wntten notice to the Contractor, indicating the County's intenlto assess liquidated damages_ 28.2.3 Alter rec8lvtng 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. tile matter shall be relerred to the Manager for resolution_ The Manager shall review the issues in a timely manner and then provide a written decision to the Contractor 28.2.5 If the Manager's dec!sion is unacceptable. the Contractor shall have ten ( 10) Days to file a written petition with the Director for a healing before the Board. Upon the timely filing of a petition, lhe Board shall provide the Contractor with an opporlunity to be heard at a public meeting and then the Board shall notify the Contractor in writing of It.., decision conc.eming the liquidated damages. The decision of the Board shall be final and non- appealable 28.2.6 If a protest or petition is not IImely filed by the Contractor. or it 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 Ihis 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 ObliQatlons of AQreement 29.1.1 The County may tenninate this Agreement for Contractor's failure to fulfill a material obligation of the Agreement. including but notlimrted to: 29_1 1.1 Refusal to ('.amply with any lawful order of the Board_ 29.1.1.2 Failing to begin work within the time specified in this Agreement 61 of 71 Packet Page -1175- Failing to properly and timely perform work as instructed by the Director or as provided in this Agreement. Willful delay in filing reports and audits. Performing the work unsuitably or neglecting or refuSing to correct such work as may be rejected as unacceptable, unsuitable or otherwise nonconforming or defective, Discontinuing operations without authorization from the Director. Failing to resume work thai has been suspended within a reasonable time after being notified to do so. Falling to obey any Applicable Law, Willfully COllecting any Rates. charges or fees for the Colleclion (including disposal costs) of Solid 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. Willfully circumventing Rates, charges or fees due for the Collection (Including disposal costs) of Solid Waste, Recyclable Malerials, and Yard Trash within the Contractor's Service District. 29.1.1.11 Otherwise failing to partorm or abide by the terms of this Agreement. 29.1.2 When any of the above reasons exist, the 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 thallhe Contractor has seven (7) Days to cure the default. Contractor may be granted an extension of time to cure lhe 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 Contract.or 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 thallhe 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. t~le 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. 29.1.1.3 29.1.1.4 29.1.1.5 29.1,1.6 29.1,1.7 29.1,1.8 29.1.1.9 29.1,1.10 3/22/2011 Item 16.E.2. 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 II1lenlion to do so. The 62 of 71 Packet Page -1176- 3/22/2011 Item 16.E.2. 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 Insolvencv 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 benefil 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 AQreement H the Contractor's record of performance shows lhat the Contractor has frequently, regularly, or repetitively defaulted in the perfomlance of any of the covenanls, 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 "habilual 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 notJce. shall be grounds for immediate tennination of this Agreement. In the evenl of any such subsequent default, the County may terminate this Agreement upon giving wrltlen notice to the Contractor, and termination stlall be effeclive three (3) Days after the nolice 15 delivered. All tees due to the Contractor hereunder, plus any and all charges and interest, shall be payable to the date at termmatlon, and the Contractor shall have no turther rights hereunder. Immediately upon receipt of the Board's final notice, the Contractor shall cease any further perfonnance under this Agreement 294 In the event this Agreement is terminated, all liability of the County under this Agreement shall cease and the County shall have the nght 10 utilize the Performance Bond, as necessary to obtain Collection Services from anolher Person. The Contractor shall reimburse the County for all direct and indirecl costs the County lfICUrs while oblaining 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 Ihe parties, the parties shall attempt to resolve their ditferences quickly and infomlally, If they are unable to do so, they shall seek relief by following the procedures in SecUOn 30.8, below, or by initiating a non-binding medialion proc.ess 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 63 of 71 Packet Page -1177- 3/22/2011 Item 16.E.2. 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 EFFECTUA IE SUCH TOLLING. 30..3 The Contractor and County agree to participate fully in the medialion 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. c 30.4 Notwllhstanding the foregoing, if either party tenninates this Agreement for cause pursuant to Section 29, above, the terminating party shalll1ave the right, in its sole discretion, to proceed directly with litigation 01 any claims or disputes relating to the tenninslion for cause and may include other cJaims 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 slate or federal court concerning this Agreement shall be heard by a judge, silting 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 conceming this Agreement. the prevailing party shall recover ils costs and reasonable attorney's fees from the non-prevailing party. including the fees and costs incurred in any trial. appeal. and mediation, IT 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 wit/lthe provisions of Section 30.2, abovec In addilion, at anytime during the dispute resolution process, the Contractor may requeSlthe Manager to consider the disputed issue, The Contractor's wlitten request shaH be delivered to the Director and it shall describe the Contractor's proposed solution tor resolving the dispute. The Director and the Manager may request, and the Contractor shall timely provide, any additional informalionthal is reasonably necessary 10 evaluate the disputed issue and the Contractor's proposal. The Manager Shall fully and fairly consider the Contractor's proposal in a timely manner. Upon request, the Manager shall meel with lhe Contractor and discuss its proposal, If the Manager rejects the Contractor's proposal in whole or in part, the Contractor may sUbmil a written request to the Manager for an opportunity to present its proposed solution to the Board. Thereafter, the Contractor shall be allowed to present rts 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 appropriale, in the Board's sole discretion. 64 of 71 Packet Page -1178- 3/22/2011 Item 16.E.2. 31 Operations During a Dispute If a dispute arises between the Counly, the Contractor, or any other party concerning the Contractor's performance under this Agreement. the Contractor shall continue to peJionn its duties in strict compliance with the terms and condUions 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 Conlraclor 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 Notices and Communications to Director and 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 couner service, as shown by the return receipt. If \0 the County (Manager): Collier County Manager Collier County Government Center 3301 East Tamiami Trail Naples, Flonda 34112 If to the Contractor (Distrlcl Manager): Immokalee Disposal Company, Inc, Attention: District Manager 120 Jefferson Avenue West Imrnokalee, FlorIda 34142 Both parties reserve the right 10 designate a different representative or representatives 111 the future, or to change Ihe address(es) fOr notice. by providing wrillen nolice to the other party of such change. 65 of 71 Packet Page -1179- 3/22/2011 Item 16.E.2. 34 Permits and Licenses Contractor, at Its sole cost and expense, shall obtain and maintain throughout the tenn 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 perfonnance of its work and services under this Agreement, Contractor shall qualify under and at all times comply with all Applicable Laws now in effecl 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 worll 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: employmenl upgrading, demotion or transfer. recruitment advertising; layoff or termination: rates of payor other forms of compensation; and selection for training, induding apprenticeships. Contractor agrees to furnish the County with a copy of its Affirmative Action Policy. A copy of Ihe policy shall be submitted to the Director at least thirty (30) calendar days before the Commencement Date. 37 Indemnification and Hold Harmtess The Contractor hereby covenants and agrees 10 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, past- judgment or bankruptcy proceedings), damege 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 c-.onnection with its performance under this AgreemenlAt 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, halle the right, thrOllgh 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 ansing from or in any way related to actual or threatened damage to Ihe 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, regardle5s of the merits of the claim, Only those matters whic-.h are determined by a final. nonappealable jUdgment to be the resull 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 suctl third 66 of 71 Packet Page -1180- 3/22/2011 Item 16.E.2. 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, aclual and consequential damages. and costs reasonably incurred in the defense of any claim against the County, including, but not limited to, reasonable accountants', attorneys'. attomey assistants' and expert witness fees, costs of investigalion and proof of facts, court costs, other litigation expenses, and travel and living expenses. The County shall have the righlto defend any such claim against it in such manner as the County deems appropriate or deSirable in its sole discrelion. This indemnity shall continue in full force and effect subsequent 10 and notwithstanding the expiration or tennination 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' compensalion, unemployment compensalion, 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 affecled, but wtll remain in full force and effect. This Agreement shall be construed as it such Invalid, illegal, void or unenforceable proviSion had never been contained herein. 40 Force Majeure 40.1 Inabilltv to Perfonn Except for any payment obhgalion by either party, II the County or Contractor IS unable 10 perform, or is delayed in its performance of any of its obligations urlder 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 correclthe adverse effect of such evenl of force majeure. 40.2 Events of Force Maieure An evenl of "force majeure" shali mean the following events or circumstances to lhe extent that they delay the County or Contractor from perfonning any of Its obligations (other than payment obligation) under this Agreement 40.2.1 An Acl of God, tornado, humcane, fiood, fire, explosion (except lhose 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, acls of war, terronsm, insurrection, nots, ciVil disturbances. or national or If1temationai caiamities, 40,2.3 Suspension, termination or interruption of utilities necessary to Ille Contractor's operation orduties under this Agreement 67 of 71 Packet Page -1181- 3/22/2011 Item 16.E.2. 40.2.4 Any act. event. or condition which tS determined by mutual agreement of the County and the Contractor to be of the same general type as the events afforce majeure iden11fied 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 Wrltten Notification To be entitled to the benefit of this Section 40, a party claiming an even! 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 tNs 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 inlerpralalion of this Agreement. Arty and aJllaga! actions necessary to enforce this Agreement shall be held and maintained solely in Collier County. Florida. 42 Modification to the Agreement This Agreemenl conslilules 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 Countv Power to Modify The Board shall have the power to make changes in this Agreement reiatilla 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 nolica of any proposed change and an opportunity to be heard concerning any relevant matlers. 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 Chanoes 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 10 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, 68 of 71 Packet Page -1182- 3/22/2011 Item 16.E.2. 43 Independent Contractor When perfomling the activities required by this Agreement, the Contractor will be acting in lhe capacity of an independent conlractor and not as an agent, employee, partner, joint venturer or associate of the County. Neither the Contractor nor any if Its employees, officers, agents or subcontractors shall represent, act. purport to act, or be deemed to be the agent, representative, employee, or servant of the County. The Contractor shall have no authority 10 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 deviallon from the tenns of this Agreement shall be predicated upon any prror representations or agreements, whether oral or written, This Agreement shall supercede 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 10 be considered in any interpretation of this Agreement. 46 Survivability Any term. condition, covenant, or obligation which requires perfonnance by a party subsequent to termination of this Agreement shall remain enforceable against such party subsequent to such tennination. 47 Fair Dealing The Conlractor declares and warrants Ihatthe Contractor enters into the Agreement without reliance on or engaging in any collusion. bribery or fraud. lhat all of Ihe Contractor's representations in this Agreement are made fairly and in good faith, and that no County Commission member. County officer, or County employee, direclly 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 famify The Contractor warrants that it has not employed or retained any company or person. other than a hona fide employee working solely for the Contractor. to solicit or secure this contract and lhe Contractor has not paid or agreed to pay any perscn, company. corporation. individual or firm. other lhan a bona fide employee working solely for the Contractor, any fee. commission. percentage, gift or any other compensation conlingent upon or resulllng from the award or making of Ihis contract, Further, the Contractor declares and warrants that the Contractor is nol sUDJect to the restrictions III Sections 287.'133 and 287.134. Florida Statutes, for a public entity crime. 690171 Packet Page -1183- 3/22/2011 Item 16.E.2. 4B 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 thallhey 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 lhis Agreemenl shall inctude 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 10 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. 51 Remedies Not Exclusive The remedies specified in this Agreement shall supplement. and not be in lieu of, any other remedies provided al law or in equity. The payment of any liquidated damages by the Contractor shall not constitute a defense for the Contractor, nor an election 01 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 Contractors performance, shall not conslitute a waiver of the County's right 10 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 glven hereunder or now or hereafter existing at law or in equity, by statute or otherwise. NQ Single or parlia,1 exercise by any party of any right. power, or remedy hereunder shall preClude any other or further exercise thereof. 70O'f71 Packet Page -1184- 3/22/2011 Item 16.E.2. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature: COLLIER COUNTY by Ihe Chair of the Board of County Commissioners. duly authorized 10 execute same. and IMMOKALEE DISPOSAL COMPANY. INC" by and through its President. duly authorized to execule same. DATED:'~'~'.~~JrJf Zff6:) '. . . ,."' ~ . A 1TEST: ~- BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA -' . ,,'. . ',. .--, DWIGHT E. BROCK"Clel i;. -.,' - j - ~~'.G. ~aej()lM) {JC !? .DePuty Clerk . ,I , i. Atti~t 11.$ to ChI inllln J S l\.Jlutlllr'f 00 1,y. Approvea as to fonn and '-1_ Ii W r.. G ~ By:_.~ . ~ Fred W. Coyle, ChainnaW legal ~~ _----; (..~ ," ./ {- Ic.. '/'.,;/ Robert N. Zactiar)f AsSistant County Attorney / ...~..' " (1) ,,:u,';2'.z;.;d /..jIw;-:~f Signature ....';-;.~k'~:~.~.."l._~:: 7 ./:;?-; ~,A./T PnntedlTyped Name IMMOKALEE DISPOSAL COMPANY, INC. a Fforida corporation i. / ..... ,l ,',_ J.,,- '_ t. " , I.!"l ,'\ _~ ....-:' ,"~.~,',-7 By.-' , { {,. '---~-;:-~ u (, / J..--~ ~- , .- Signature i / ,I.. - L--:.y..-:J i:~~:":; > 1..../11."1_,;- /'/ (2) ~.. . .'~ : .,c___~_. -" Signature PrintedITyped Name PrintedlTyped Name . . I -' ''-.'" I I';, .It.j~:'T''' PrintedlTyped Title 2""05 (cor,:lor;;; Ie 5631) 71 of 71 Packet Page -1185- 3/22/2011 Item 16.E.2. EXHIBIT I(A.) RATES FOR RESIDENTiAl A.ND COMMERCiAl COLLECTION SERVICE Annual Residential Collection Service Rate (effective October 1,2005) = $82.38 Rates for Commercial Collection Service' BULK CONTAINER RATES SERVICE YEAR 10/1/04.9/30/05 SIZE OF FREQUENCY CONT AtNER (COLLECTIONS RATES CUBIC YARDS PER WEEK $ PER MONTH 2 1 $6030 2 2 $ 117.92 2 3 $ 147.39 2 4 $ 180.68 2 5 $ 207,67 2 6 S 227.78 4 $ 93.83 4 2 $ 174.20 4 3 $ 247.86 4 4 $ 314.83 4 5 $ 375.13 4 6 $ 426.7:l 6 1 $167,48 6 2 $ 247,86 6 3 $ 321,54 6 4 $ 388.53 6 5 $ 44882 6 6 S 502.39 EXTRA CONTAINER SERVICE S21.36 PER PICK-UP $42.67 PER PICK-UP $64.01 PER PICK.UP 'Commercial Rates shalf be established annually pursuant to Colli4Jr County Ordinance No. 84-31. 1 of 1 Packet Page -1186- 3/22/2011 Item 16.E.2. EXHIBIT I(B) RATES FOR SUPPLEMENTAL RESIDENTIAL AND COMMERCIAL COLLECTION SERVICE Service Rates for Service Rasidantial Curbsldo Customers .-._-" In yard ""rvlce tor non. handicap is60 per ,mil/vear -.-- ..- Extra plck~up sorvice 550 plus 55 for each bulk lIem (whit.. noods) ~!!!!,morclal Customers Exlra pick"up service Same a5 routine colloc~on service in Exhillrt riA) Unlocking & Iockmn gates , 1$10 par month Lock lor containers Exchanging coJ:ltliner for a different sl7e 1l11ID'" than 2 times a yo_~r 35 per occurmnce IslO per month 11550 por bar -'rs~~ por IorJ< ~o per container Lad> bar SAt up Replacement lor dam_"!l~d ba-,- Pressure washinQ containcf'$ F'~~rc waShing 100I-off compactor Re-lo.catin~rEustomer ownad (XmtalOors fW:lmtttnaru;R ot c.ustomer owned conlaineru i 1$150 per container I 1$25 ~Jo{ir or.currence Ii $50 por hou~'plus all parls @ cosl C!lURCbon 01 bulk Items and whit" Qoods S 10 firsl il""', $5 ellCh additlOnalllam - ~ 1---- R...inS13tomonl fec (i.e". ralumono conllliner(s) alter solVicc stcp~)1561 'Supplemental Collnclton Service Rates arc suoiect '0 enm,al CPI ad)ustmenl 1 of 1 Packet Page -1187- 3/22/2011 Item 16.E.2. EXHIBIT II PROCEDURE FOR CALCULATING ADJUSTMENTS TO RESIDENTIAL AND COMMERCIAL RATES Collier County shall calculate the residential and commerCial Collection and disposal Rates. based on the following formulae: A. Residential Rates 1, Initial Residential Rate [See Exhibitl(A)J 2. Adjustments to Residential Rate after first Agreement Year New Rate per household for upcoming Agreement Year :: Currenl Rate per household X 70% of CPI [see descliptionfor CPI in Section 27] + currenl Rate per household Hvoothelical Example New Rate for single family residential Customers :: $100 X (70% of 2.2851%) + $100.00 = $101,59 8, Commercial Rates 1. Effective October 1. 2005, the Commercial Collection Rate [See Exhibit I (A)] shall be adjusted to reflect 100% of the change in the CPI, pursuant to the provisions of the County's Solid Waste Collection Service Agreement (dated September 11, 1990), as amended, with the Contrat:tor. Initial Rate per container per frequency of Collection = Inilial Rate per container per frequency of Collection X 100% of CPI [see description for CPI in Section 27J + initial Rate per container per frequency of Collection Hvpothetical Example 4 yard container collected twice per week '" $140.00 X (100% of 2.2851%) + $140.00 = $143.20 lof2 Packet Page -1188- 3/22/2011 Item 16.E.2. 2, Adjustments to Commercial Collection Rate after first Agreement Year New Rate per container per frequency of Collection = Current Rate per container per frequency of Collection X 70% of CPt [see description for CPI in Section 27] + current Rate per container per frequency of Collection Hvpothetical Example 4 yard container coUected twice per week = $150.00 X (70% of 2.2851%) + $150.00 = $152.40 3. Commercial Disposai Rate [To be established annually pursuant to Collier County Ordinance No. 84-31] 4, Conversion Factors (a) Uncompacted Garbage and Rubbish: 0.055 tons per cubic yard or 1 cubic yard = 110 Ibs. (b) Compacted Garbage and RubbIsh: 0.1725 tons per cubic yard or 1 cubic yard = 345 Ibs. (c) One month = 4.33 weeks 5 Adjustment to commercial disposal Rate after a change in the Tipping Fee New monthly disposal Rate for each container size per frequency of Collection = Size (per cubic yard) of container X frequency of Collection per week X 4.33 (I.e.. weeks in a month) X new Tipping Fee Hvpothetical Example The new monthly disposal Rate for a 4 yard container (uncompacted) collected lwlce per week = 0.055 tons per cubiC yard X 4 cubic yards X 2 collections per week X 4.33 weeks per monlh X $35.00 = $66.68 2 of 2 Packet Page -1189- 3/22/2011 Item 16.E.2. EXHIBIT U1(A) SERVICE AREA LEGAL DESCRIPTION SOUD WASTE SE.RVlCE DISTRICT I Beginning at the intersection oflhe North line of Section 6, Township 48 Soutb, Range 25 East also known as the Lee.CoUier county line aod the eastern shoreline of the Gulf ofMeXieo; tbence easterly along said Lee-Collier county line to the northeast comer of Section 12, Township 48 South, Range 26 East; thence north along the easllinc orRange 26 East, Tov.nship 48 South to the northwest corner orSection 6, Township 48 South. Range 27 East. thence east along the north line of Sections 6, 5, 4, 3, 2 aod 1 of TO.....1lShip 47 South, Range 27 Eastto the northwest comer of Section 1, Township 48 South, Range 27 East; thence north along the range line of Ranges 27 and 28 East to the northwest comer of Section 30, Township 47 South, Range 28 East, also known as the center line of lmmokalce Road (CR 846); thence east along the north section lines of Sections 30, 29, 28, 27. 26 and 25 of Township 47 South, Range 28 Ea.<;t to the northeast comer of Section 25, Town.~hip 47 South, Range 28 East; thence south along the range line for Ranges 28 and 29 East to the northeasl ,.uml.,T ofT ownship 49 South llud Range 28 East; thence east along the township tine for TOI/ITIships 48 and 49 South 10 the northeast corner of Township 49 South and Range 3D FA'l.~t; thence ~OUtll along the range line for Ranges 30 and 31 East to the northeast COUllo. of Township 52 South ami Range 30 East; thence cast along tiw township line for Townships 5 J llnd 52 South 10 the northeast eomer ofTov.'tlship 52 South and Range 31 East; thence south along the range line for Ranges 31 and 32 East 10 the northeast comer of Township 53 South and Range 31 East; thence east along the township line of Townships 52 llnd 53 Soutlllo tile northeast comer ofTo1.\'Uship 53 Soulh and Range 34 East, also being known as the Collier-Miami-Dade cOllmv line: thence ~outh along said county line to .... ." ..... .' the soutileast comer or Section 36. Township 53 South. Rang!;; 34 East. also being known <IS tile Cullier-Monroe county line: thence we!>! along said county line to the eastern shoreline of the GulJofMexico; thence westerly and northerly alung the waters urIbe GulfofM<.,'Xico to the Lee.Collier county line being the north line of Section 6. Tnl/v'11ship 48 South, Range 25 Ea.~t and being the Point of Beginning. Less and except all the lands located within the corporate limits of the City of Naplcs and EVlo"l'gJades City. Also. less and exccpl those barriL"T islands as described in Ordinance No, 9(l.30. as amended, 10f 1 Packet Page -1190. 3/22/2011 Item 16.E.2. EXHIBIT 11I(8) SERVICE AREA LEGAL DESCRIPTION SOUD WASTE SERVICE DISTRICT II Beginning at the northwest comer of Township 47 South. Range 27 Easl, Collier County, Florida: thence eal>t along the Collier-Lee county line also the township line to the northeast comer ofTOII\11Ship 47 South. Range 27 East; thence north along the Collil:r-Lcc COUllty line also the rnnge line to the northwest l'omer of T ownshi p 46 South, Range 28 East; thence east along the Collier-Hendry county line also the township line for Townships 45 and 46 South LO the northeast comer of Township 46 South. Range 30 East; thence south along the Collier-Hendry cOllin)' line also the range line of Ranges 30 and 31 EasllO the southeast COrnl.T ofTowtlship 48 South, Range 30 East; thence west along the township Iim: for TO\\'I1ships 48 and 49 South to the southwest corner ofTownsltip 48 SOUlh, Range 29 East; thence north aloIlg l<lllge line for Ranges 28 and 29 East 10 the southWl.'St corner of Section 19, Township 47 South, Range 29 East also being known as the cemer line of Immokalee Road (CR 846); thence we,t along the soutb line of Sections 24, 23, 22, 21, 20 and J 9 ofToWllSbip 47 South. Range 28 East to the ,outheast comer of Section 24. Township 47 South, RJUlgc 27 Ea.~t; thence south along the nmge line for Ranges 27 and 28 East III th" southeast comer of Township 47 South.. Range 27 East; thence west along tbe township line for Townships 47 and 48 South to the southwest comer of Township 47 South and Range 27 cast; thence north along the range lines for Ranges 26 and 27 Ea~l to the northwest comer of Township 47 South, Range 27 East, heing the Point of Beginning. 1 of 1 Packet Page -1191- 3/22/2011 Item 16.E.2. EXHtBIT IV MAP OF SERVICE DISTRICTS I AND II . ,"1 r f!. c~, eou,l!l:r,y .~- ...._"--- -- c:z:zJ -. r:::=:J -. Collier CaIU'tl:y. Florida Wa_ ...,ana,......t m..rtcts --.---.... ---..- - -... _II............. ""'_ --......-.-.. .-.... -- _t_~ -- --- -- lof 1 Packet Page -1192- 3/22/2011 Item 16.E.2. EXHIBIT VIA) PERFORMANCE BOND FOR FRANCHISE AGREEMENT CONTRACTOR (PRINCIPAL) COMPANY (LEGAl NAME): Immokalee Disposal Company, Inc. PRINCIPAL BUSINESS ADDRESS: TELEPHONE NUMBER: SURETY COMPANY (LEGAL NAME): PRINCIPAL BUSINESS ADDRESS (No PO Box) TELEPHONE NUMBER OWNER (OBLIGEE) NAME: Colhcr County Board of County Commi811;oners PRINCIPAl BUSINESS ADDRESS: 3301 Tamiami Trail. Naples. Flonda 34112 TELEPHONE NUMBER: (239) 774-8Cl97 CONTRACT DETAILS DATE EXECUTED: AMOUNT: GENERAL DESCRIPTION: Fn:mchise Agreement for Solid Waste, Recyclable Malenals. and Yard Trash Collection Servic:es\ BOND BOND NUMBER: DATE: AMOUNT KNOW ALL MEN BY THESE PRESENTS: Thai Principal, hereinafter <:ailed Contractor, and Surety, as identified above, are bouoO to the Board of County CommiSSioners of Collier County, Florida, as Obligee. hereinafter called the County. 'n the amount Identified above, lor the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators. successors and assigns, jointly and severally, 1 of 2 Packet Page -1193- 3/22/2011 Item 16.E.2. WHEREAS, Contractor has by wrillen agreement enlared into a contract, identified above, with County, which contract documents are by reference made a part hereof, and for Ihe purposes of this Bond are hereafter referred to as the .Conlracl"; THE CONDITION OF THIS BOND is that If Contractor: 1. performs the Contract between Contractor and County, al the times and in the manner prescribed in the Contrac.t; and 2. pays County ali losses, damages, including liquidated damages and damages caused by delay, expenses, costs "nd "ltomeys lees Including appellate proceedings, thai County sustains as a resull of defaull by Contractor under the Contract; and 3, perfonns the guarantee of all work and materials furnIShed under the Contract for Ihe time specified in the Contract; then THIS BOND IS VOID, OTHERWISE IT REMAINS IN FULL FORCE AND EFFECT. Whenever Contractor shall be, and IS declared by Counly to be. in default under the ContraCI, and County having perfomled County's obligations thereunder, the Surely may promplly remedy the default. or shall promptly: 1 , complete the Contract in accordanc.e with Its terms and conditions; or 2. oblain a bid or bids for completing the Contract in accordance with its lllrms and conditions, and upon detenmnation by Surety of the lowesl responsible bidder, or, if County elects, upon determination by County and Surety Jointly of the lowest responsible biddcr, arrange for " contract between such Bidder and County, and make availabJe as work progresses sufflclcnl funds, paid to County, to pay the coSl of COmpllllton and other costs and damages for whIch the Surety may be liable hereunder. No right of action shall accrue on this bond to or for the use of any person of corporalJon other than the County named heroin. The surety hereby waives nollce of, and agrees thai any changes In or under the Contract and compJiam:e or noncompliance with any formalities connected witI'I the Contract or the changes do nol affect Surely's obligation under this bond. Signed and sealed lhls__day of .2005 CONTRACTOR (PRINCIPAL) SIGNATURE.: CORPORATE SEAL PRINTED NAME AND TITLE: SURETY SIGNATURE: SEAL PRINTED NAME AND TiTlE: ATTORNEY IN FACT 20f 2 Packet Page -1194- 3/22/2011 Item 16.E.2. EXHIBIT VIS) PROCEDURE FOR CALCULATING PERFORMANCE BOND REQUIREMENT 1, The annual Performance Bond due to the Counly from lhe Contractor is calculated as: One half the annual value of the Residential Collection Service authorized under the Agreement = Performance Bond Required 2, Sample Calculation of the Performance Bond requirement Hypothetical 1" Year Annual Residential Collection Service Cost Times 50% Annual Perfonnance Bond Rtlquirement = $6.500,000 X 50"1t, 53.250.000 1 ot 1 Packet Page -1195- 3/22/2011 Item 16.E.2. EXHIBIT VI MATERIALS ACCEPTANCE PROTOCOL Steel and Tin Cans Includes steel, tin and aerosol cans, br-metal containers. and lids composed primarily of whole iron or steel. Paper labels are acceptable. Aerosol cans containing household hazardous waste are not acceptable. Aluminum Includes aluminum beverage containers, food trays without food residue, sheets and flexible containers. Glass Clear (flint), brown (amber) and green food and beverage jars and bottles. Paper labels on glass containers are acceptable. Metal lids should be removed and Included. PET Plastics (SPI code No.1) Examples Include but are not limited to: Plastic soft drink, water, sports drink, beer, mouthwash, catsup <lnd salad dressing bottles. Peanut butter. pickle, jelly and Jam jars. Ovenable prepared food trays, . HOPE Plastics (SPI code No.2) Examples include but are not limited to: Milk. water, juice, cosmetic, shampoo, dish and laundry detergent bottles, yogurt and margarine tubs, grocery. trash and retail bags, Motor oil bollles are not acceptable. V Plastics (SPI code No.3) Examples Include but are not limited to: PVC products such as clear food and non-lood packaging. LOPE Plastics (SPl code No.4) Examples include but are not limited to: Dry cleaning, bread and frozen food bags. squeezable bottles (e.g., honey. mustard). PP Ptastics (SPl code No. 5) Examples include but are not limited to: Catsup bottles. yogurt containers. margarine tubs, and medicine bottles, PS Plastics (SPI code No.6) Examples include but are not limited to: Compact disc jackets, food service applications. grocery store meat trays, egg cartons, aspirin bollles, cups, plates, and cutlery, Other Plastics (SPI Code No.7) Examples include bul are not limited 10: Three and five gallon reusable water bottles, some citrus juice and catsup bottles. 1 of 2 Packet Page -1196- 3/22/2011 Item 16.E.2. Preparation of plastics, glass and metal oontainers: Remove organiCS. other contents and plastic caps, but the inclusion of organics, caps. rings, and labels will nol be reason for rejection of Program Recyclables. Paper Recyclables Paper Recyclables consist of the following materials, commingled together, except aged, yellowed, or sunburned paper or water saturated paper. ONP All loose or bagged newsprint is acceptable, including all paper which is distributed with or as part of general circulation newspapers. OCC AlII.oose or bagged old corrugated cardboard conlainers thai are flattened and either cut down or folded to size, no more than 3 feet by 3 feel. Slapies and tape with water-soluble glues do not have to be removed. Wax-coated corrugated cardboard is not acceptable. Paper Bags All loose or bagged paper sacks. May be used to hold mixed paper. Chipboard/Fiberboard/Paperboard All product packaging materials. such as cereal boxes, packaged food boxes, shoe boxes, and small manufactured item packagIng. Telephone Books Old telephone directories. Magazines Old magazines, including small catalogs and similar printed material with glossy pages. Mixed Paper Mixed paper, induding shredded paper, including but nolllmited to the following: Junk mail: high- grade paper: white and colored ledger; copier paper: office paper; laser printer paper:compuler paper. including continuous-fomled perforated white bond or green bar paper: book paper: colton fiber content paper; duplicator paper; fonn bond; manifold business fonns: mimeo paper: note pad paper (no backing); loose leaf fillers; stationery: writing paper; paper envelopes; carbonless (NCR) paper: tabulating cards; facsimile paper; and manila folders Paper with metallic, carbon. ammonia or non-soluble glue is not acceptable. 2 of 2 Packet Page -1197- 3/22/2011 Item 16.E.2. EXHIBIT VII MONTHLY RESIDENTIAL COLLECTION TONNAGE Provided below ll", the average tonnages per month of residential solid waste, yard waste, u",s, and white goods collected in Service District I and Service District U. Tonnages are an average of 4 fiscal years (FY2000101. 2001/02,2002/03, and 2003/04. Service District I Month Solid Waste I Yard Trash Tires Each White Goods , Tonnage Tonnage Tonnage - - October I 6,905 '" i 2741 108 6,9591 ,,- 217 i -,- November 108 866 December 7,541 j 'I 272 6171 107 .,_., January I 8,0621 799 289 125 ! "._.."-,-~. -. , February ~ 7.050 I 158 290 I 119 , ~.~. I March 7,930 ! I .h 962 415 i 128 L_____ I , --",,,...-.. jAPrtl l 1,070 I , 7,731 1__" 390 116 1.0151 361 119 May 1.621 -. June J I 7.0691 7,328 7.363 6,9631 8941 9581 1,078 I I 1.039, ..L 3231 1.10.1 363[' ~ 235_,~ 24~- 109 i JUly August September District II Month I . Solid Waste I I I Tonnage 57sT 580 ! Yard Trash Tonnage White Goods Tonnage I --~ , I i I i 371 261 ; Tires Each I ..,J 3501 260 L_". October - November 1 of 2 Packet Page -1198- I December I 6921 18 352 25 j i I Janu~ry 5991 24 400 i 31 5371 -- February " 28 304 25 I , I March 6971 33 ~ 27 , _. I April 716 31 390 I 23 May I I I I 1 I I -j , I June j 774j 700 ! I 643 I I 631 I 6081 i I i July I I August I September "--^"- 2of2 Packet Page -1199- I .--~I 321 I 32 ] I 29 ! ! I 2541 I 43;1 301 I 247 [ , 332 I J 351 3/22/2011 Item 16.E.2. ~ :~ ~ ~ 3/22/2011 Item 16.E.2. EXHIBIT VIII COWER COUNTY VISION. MISSION, AND VALUES 1. Vision Statement: To successfully develop a fully integrated, customer focused, strategicany aligned objective organization through comprehensive resource optimization with the goal to provide the best value service possible. 2. Mission Statement: For our Collier County Public Utilities customers _ Provide effective, efficient, responsive, reliable and high-quality utility services that exceed eXFl.ectations. 2.a Priorities: Stay in regulatory compliance - always. Meet the demand with reliability. Take care of our customers. Build the team. 3. Collier County Public Utilities Business Basics: a) We are a 100% reimbursable. project funded enterprise organi7..atlon. Our satanes are paid directly by our customers. No Cuslomers = No Work = No Job, b) Safety is non-negotiable c) We will not compromiSe quality. What we do, we will do well, d) Teamwork is essential In all we do. e) UliIizing active listening. we will always seek first to understand the cuslomer's needs and Concems, and then aggressively seek a solution. 1 of 1 Packet Page -1200- ASSIGNMENT AND ASSUMPTION AGREEMENT 3/22/2011 Item 16.E.2. ./' This AGREEMENT made and entered into this to{ day of, Vile.., 2007, by and between Immokalee Disposal Company, Inc, ("Immokalee") and Choice Environmental Services of Collier, Inc, ("Choice"), WHEREAS, Immokalee has entered into and is the holder of a certain franchise agreement issued by the County of Collier, Florida for the collection and disposal of solid waste in Collier County , Florida (the "Agreement"), and WHEREAS, as part of the sale of certain assets pursuant to a certain Asset Purchase Agreement dated March 13, 2007 between Immokalee and Choice, Immokalee and Choice are desirous of Immokalee assigning all of its right, title and interest in and to the AgreemenUo Choice and subject to the approval of said assignment by the Board of County Commissioners, Collier County, Florida. Choice is to assume all of lmmokalee's duties and obligations relating to future performance of the Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, for other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1, Immokalee hereby assigns and transfers to Choice all of its rights, title and interest in and to the Agreement. 2, Choice hereby assumes all duties and obligations of Immokalee relating to future performance under the Agreement and agrees to discharge and perform such duties and obligations. 3, This Assignment and Assumption Agreement shall be binding upon the parties, and their respective heirs, successors and assigns, 4. Immokalee and Choice understand and acknowledge that the assignment contemplated by this Assignment and Assumption Agreement is of no force and effect unless and until the assignment of the Agreement is approved and authorized by the Board of County Commissioners, Collier County, Florida, IN WITNESS WHEREOF, This Assignment and Assumption Agreement has been executed as of the date and year first written above, {;/1Jl ~JJJL IMMOKALEE DISPOSAL COMPANY, INC, ~ (//107'/ Tille: Pre. 5 CHOICE ENVIRONMENTAL SERVICES OF COLLIER, C Witness ~C\.~V\iIl .1.hI.Mf) Witness 1 Packet Page -1201-