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HomeMy Public PortalAboutAgreementsFOURTH ADDENDUM TO SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT THI AGREEMENT is made and entered this day of S,ep 2013, by and between THE TOWN OF GULF STREAM, FLORIDA (hereinafter the "TOWN'), and WASTE MANAGEMENT INC. OF FLORIDA, a Florida corporation (hereinafter the "CONTRACTOR"). WITNESSETH: WHEREAS, the TOWN and CONTRACTOR are parties to the current Solid Waste and Recycling Collection Franchise Agreement (the "Agreement') by virtue of an assignment by Browning-Ferris Industries of Florida, Inc. to CONTRACTOR, such assignment having been approved and ratified by the TOWN; and WHEREAS, parties entered into that certain Addendum to Solid Waste and Recycling Collection Franchise Agreement on August 8, 1997 ("First Addendum"); and WHEREAS, the parties entered into that certain Addendum to Solid Waste and Recycling Collection Franchise Agreement on September 11, 2003 ("Second Addendum"); and WHEREAS, the parties entered into that certain Third Addendum to Solid Waste and Recycling Collection Franchise Agreement on August 18, 2008 ("Third Addendum"); and WHEREAS, the TOWN and the CONTRACTOR wish to amend the Agreement to provide for extension to the term as contemplated in Section 1 of the Agreement and to eliminate the fuel surcharge provision in Paragraph 17 (C). NOW, THEREFORE, in consideration of the mutual covenants, promises and understandings set forth herein and for other good and value consideration, which is hereby acknowledged, the parties hereto agree as follows: 1. The foregoing recitations are true, correct and incorporated herein as if set forth at length. 2. Paragraph 1 of the Agreement entitled 'TERM" is hereby amended to read as follows: The term of this Agreement shall be for the period beginning October 1, 1993, and expiring September 30, 2018. This Agreement may be extended and renewed for additional five (5) year terms upon mutual agreement of the parties. 3. Paragraph 17 (C) Fuel Surcharge and Exhibit A Fuel Surcharge Table are deleted. 4. CONTRACTOR shall pay a one-time administrative—fee of � Two Thousand Three Hundred Ten Dollars ($2310.00) to the TOWN within sixty (60) days of the execution by all parties of this Fourth Addendum. 5. All other terms and provisions of the Agreement are hereby ratified and confirmed except as expressly herein amended and modified. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first hereinabove written. Fig91m X41 TOWN OF GULF STREAM, FLORIDA an Attest: r,-A'X4- n( — Town Clerk WASTE MANAGEMENT INC. OF FLORIDA, a V ,,/,,W Florida Corporation IV.4EO 1—�V" By: Pri t Name IMNTHY HAWKINS, President urs Go( Z (Corporate Seal) Print Name STATE OF FLORIDA COUNTY OF BROWARD nSe�TtntaC� I`1 X013 I hereby certify that on this day, before me, an officer duly authorized in the aforesaid State and County to take acknowledgements, personally appeared TIM HAWKINS, known to be President of WASTE MANAGEMENT INC. OF FOLRIDA, a Florida Corporation, who acknowledged that he freely and voluntarily executed the same under authority vested in him by said Corporation, and that the seal affixed hereto is the true Corporate Seal of said Corporation. x°`M.� •'b46 A. C. SHERLOCK -A - � _C ,. _" LK - My # w MY COMMISSION IEE85g860 Notary Public, State of Florida EXPIRES: November 19,2016 'Al nto kww TIVU& e)Notary SerAcee 2 My Commission: A E 5 THIRD ADDENDUM TO SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT THIS AGREEMENT is made and entered this \$day of 2008, by and between THE TOWN OF GULF STREAM, FLORIDA (hereinafter the `TOWN"), and WASTE MANAGEMENT INC. OF FLORIDA, a Florida corporation (hereinafter the "CONTRACTOR"). WITNESSETH: WHEREAS, the TOWN and CONTRACTOR are parties to the current Solid Waste and Recycling Collection Franchise Agreement (the "Agreement') by virtue of an assignment by Browning-Ferris Industries of Florida, Inc. to CONTRACTOR, such assignment having been approved and ratified by the TOWN: and WHEREAS, the TOWN and the CONTRACTOR wish to amend and the Agreement to provide for modifications to the term, the monthly unit rate, to modify the factors by which the rate shall be adjusted, and for other matters, all of which are in the best interest of the TOWN and its residents. NOW, THEREFORE, in consideration of the mutual covenants, promises and understandings set forth herein and for other good and value consideration, which is hereby acknowledged, the parties hereto agree as follows: 1. The foregoing recitations are true, correct and incorporated herein as if set forth at length. 2. Paragraph 1 of the Agreement entitled 'TERM" is hereby amended by striking the year "2008" and substituting the year "2013" for the termination date. 3. Paragraph 15 entitled "Solid Waste Collection Service" is amended to add the following after the title: The rates payable to Contractor for its services under the Agreement for Residential Collection Service, Commercial Collection Service and Rolloff Collection are set forth in Exhibit B, such rates being effective October 1, 2008. At such time the rates as may be set forth in the body of the Agreement shall be no longer applicable. 4. Paragraph 17 entitled "Rate Adjustments" is amended by designating the provisions relating to CPI adjustment as subparagraph (A) and adding the following subparagraphs: (B) Change in Law The Contractor may petition the Town to adjust Contractor's rates based upon unusual and unanticipated increases in the cost of doing business, including but not limited to a change in law or regulation ("Change in Law"). Any such request shall be supported by full documentation establishing the increase in operating costs and the reasons therefore. The Town shall be entitled to audit the Contractor's financial and operational records directly related to the Contractor's request in order to verify the increase in costs and the reasons therefore. "Change in Law" means (1) the adoption, promulgation, or modification after the date of this Agreement of any law, regulation, order, statute, ordinance, or rule that was not adopted, promulgated, or modified on or before the date of this Agreement, or (ii) the imposition of any material conditions in connection with the issuance, renewal, or modification of any permit, license, or approval after the date of this Agreement, which in the case of either (1) or (ii) establishes requirements affecting the Contractor's operation under this Agreement more burdensome than the requirements that are applicable to Contractor and in effect as of the date of this Agreement. A change in any federal, State, county, or other tax law or workers compensation law shall not be a Change of Law. However, in the event that a federal, state or local entity imposes a fee, charge or tax after the date of this Agreement that applies to Contractor's operations per se, such fee, charge or tax shall be treated as a Change in Law. The Contractor's request must be made within one hundred twenty (120) days of the occurrence of such unusual change or cost, and shall contain reasonable proof and justification to support the need for the rate adjustment. The Town may request from the Contractor, and the Contractor shall provide, such further information within its possession as may be reasonably necessary in making its determination. The Town shall approve or deny the request, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the City. The City shall make a reasonable determination based upon the documentation provided in reaching its decision and shall not unreasonably deny relief hereunder. (C) Fuel Surcharge Contractor shall, on a yearly basis, adjust the applicable rate charged to reflect any change in the cost of diesel fuel as determined by reference to the Energy Information Administration of the US Department of Energy ("EIA/DOE") website that reports average prices of diesel fuel for the "Lower Atlantic" United States. The link is as follows: http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp. Beginning on October 1, 2009 and on each October 1 thereafter, the foregoing rates shall be adjusted to reflect the increase or decrease in the average price of fuel for the month of June of the year in which the adjustment is effected. After determining the June monthly average price of diesel fuel from the aforesaid website ("EIA/DOE fuel cost'), the corresponding fuel cost modifier will be calculated pursuant to the following table. Note that for adjustments not shown on the table, the calculation shall be extrapolated from those set forth in EXHIBIT A: 5. New Paragraph 20 is added as follows: Force Majeure If either party is prevented from or delayed in performing its duties under this Agreement by circumstances beyond its control, whether or not foreseeable, including, without limitation, fires, typhoons, hurricanes, severe weather, floods, volcanic eruption, pandemics, quarantines, war, civil disturbances, acts of terrorism, labor disputes, acts of God, or significant threats of such circumstances, or any future laws, rules, regulations, orders, or acts of any local, state, federal, or provincial government ("Force Majeure"), then the affected party shall be excused from performance hereunder during the period of such disability. The party claiming Force Majeure shall promptly notify the other party when it learns of the existence of a Force Majeure condition and when the Force Majeure condition has terminated. Notwithstanding anything in this Agreement to the contrary, the term "Force Majeure" does not include and a Party shall not be excused from performance under this Agreement for events relating to increased costs, including, without limitation, increased costs of fuel, labor, insurance or other expenses of performing the services hereunder. 3 6. New Paragraph 21 is added as follows: Billing Process Amended The Town shall inform Contractor of the total number of all residential and multi- family units that have a Certificate of Occupancy each year on September 1. Contractor shall bill all Multi -family units that are serviced by container. The monthly charges for the remainder of the units that are serviced by means other than by containers, shall be paid by the Town. Contractor shall bill the Town monthly for these services at the then current rate as adjusted from time to time by the terms and conditions of this Agreement. The rates that are effective on October 1, 2008 are on EXHIBIT B attached to this amendment. Contractor shall continue to bill Commercial customers, Roll -off customers and for Special Services that are provided to all entities within the Town. It shall be the responsibility of Contractor to inform the Town whenever the service type at multi -family units changes from or to containerized service. 7. All other terms and provisions of the Agreement are hereby ratified and confirmed except as expressly herein amended and modified. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first hereinabove written. I TOWN OF GULF TREAM, FLORIDA KBy: � Mayor Attest:.TJZ/ Town Jerk 4 Witnesses: Print Name 04;zit-rW f4-6u� Print Name STATE OF FLORIDA COUNTY OF BROWARD WASTE MANAGEMENT INC. OF FLORIDA, a Florida Corporat'oL n By:\\��� ��' s, Vice President (Corporate Seal) I hereby certify that on this day, before me, an officer duly authorized in the aforesaid State and County to take acknowledgements, personally appeared TIM HAWKINS, known to be Vice President of WASTE MANAGEMENT INC. OF FOLRIDA, a Florida Corporation, who acknowledged that he freely and voluntarily executed the same under authority vested in him by said Corporation, and that the seal affixed hereto is the true Corporate Seal of said Corporation. Notary Public, State of Florida ,P": "k, ROSALINAVEDA My Commission: »; . MYCOMMISSION#DO 603431 BE!'N1ES.'6'Meeleber9,PO1t1 EXHIBIT A Waste Management - Town of Gulf Stream Fuel Surcharge Table http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp Weekly Retail On -Highway Diesel Prices - Lower Atlantic Baseline Price - $4.669/gallon - June, 2008 0 TABLE FOR FUEL SURCHARGE CALCULATION Avera a Price Gallon Percent of Surcharge Avera a Price/ Gallon Percent of Surcharge 3.019 to 3.168 -5.3% 5.120 toF66511 1.9% 3.169 to 3.318 -4.8% 5.270 to 2.4% 3.319 to 3.468 -4.3% 5.420 to 2.9% 3.469 to 3.618 -3.9% 5.570 to 3.4% 3.619 to 3.768 -3.4% 5.720 to 3.9% 3.769 to 3.918 -2.9% 5.870 to 4.3% 3.919 to 4.068 -2.4% 6.020 to 4.8% 4.069 to 4.218 -1.9% 6.170 to 6.319 5.3% 4.219 to 4.368 -1.4% 6.320 to 6.469 5.8% $ 4.369 to $ 4.518 -1.0% 6.470 to 6.619 6.3% 4.519 t0 4.668 0.0% 6.620 to 6.769 6.7% $ 4.669 to 4.669 0.0% 6.770 to 6.919 7.2% 4.670 to 4.819 0.0%6.920 to 7.069 7.7% 4.820 to 4.969 1.0% 7.070 to 7.219 8.2% 4.970 to 5.119 1.4% 7.220 to t 7.369 8.7% http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp Weekly Retail On -Highway Diesel Prices - Lower Atlantic Baseline Price - $4.669/gallon - June, 2008 0 EXHIBIT B RATES Town of Gulfstream Solid Waste and Recycling Collection Rates Rates Effective October 1, 2008 RESIDENTIAL COLLECTION SERVICE Single Family (monthly rate per home) Residential Collection - Garbage, Trash & Recycling Note: garbage and recycling is back/side door Multi -Family Containerized (rate per cubic yard): COMMERCIAL COLLECTION SERVICE (rate per cubic yard)• Commercial Collection Commercial Disposal' ROLLOFF COLLECTION (per pull plus disposal)• ' Disposal based on 134 lbs per yard at current disposal rate of $35 per ton. $ 28.00 $ 6.09 $ 6.09 $ 2.35 $ 8.44 $ 225.00 7 SOLID WASTE AUTHORITY OF PALM BEACH COUNTY TIPPING FEE RATE SCHEDULE EFFECTIVE DATE: 10/01/2008 RATES APPLY TO ALL SOLID WASTE ALITHnGrTV aeru mcc WASTE CATEGORIES HOURS PER CUBIC Resource Recovery Facility - Plant (See notes on back) PER TON YARD (1) OTHER Garbage $ 35.00 $ 14.00 Mon. through Sat Trash (2) 35.00 14.00 Jupiter Transfer Station Construction Debris/Land clearing (3) 45.00 12.00 7:00 A.M. to 5:00 P.M. Prohibited Materials at Transfer Stations Royal Palm Beach Transfer Station 2000 Saturday Vegetation (4) 25.00 4.50 Delray Transfer Station Recycling Residue (5) 35.00 14.00 Restricted Use Fill (6) 4.00 2.00 Mon. through Fri. Tires: Whole Passenger 190.00 19.00 Belle Glade Transfer Station Whole Truck 190.00 27.00 7:00 A.M. to Noon Shredded (8 equal pieces or less) (7) 25.00 12.50 Special Waste - Class A (8) 65.00 24.00 Special Waste - Class B (9) 150.00 Whole Animals (to) 30.00 " White Goods 10.00 Trailers(Mobile Home & RVs) (11) 90.00 $ 11.00 per It Saturday Only (Automobiles) (12) $ 2.00 each Minimum Charge $ 2.00 Unsecured Load (13) $ 10.00 each Out of County (14) 118.00 47.00 SITE LOCATION HOURS DAYS Resource Recovery Facility - Plant 7:00 A.M. to 5:00 P.M. Mon. through Sat. 6255 N. Jog Road, West Palm Beach North County Landfill Complex 7:00 A.M. to 5:00 P.M. Mon. through Sat 6600 N. Jog Road, West Palm Beach Jupiter Transfer Station 14185 N. Military, Jupiter 7:00 A.M. to 5:00 P.M. Mon. through Fri. Royal Palm Beach Transfer Station 7:00 A.M. to 3:00 P.M. Saturday 9743 Process Drive, Royal Palm Beach Delray Transfer Station 1901 SW 40 Avenue, Delray Beach Lantana Transfer Station 7:00 A.M. to 5:00 P.M. Mon. through Fri. 1801 Lantana Road, Lantana 7:00 A.M. to Noon Saturday Belle Glade Transfer Station 7:30 A.M. to 4:00 P.M. Mon. through Fri. 1701 State Road 15, Belle Glade 7:00 A.M. to Noon Saturda The landfill and the transfer stations will be closed on the following holidays: Thanksgiving and Christmas. Authority facilities are not open on Sundays. • All customers are required to weigh out unless they have a tare weight on file. If you leave the Weigh Station without weighing out, your fee will be based on the full weight of the load as well as the vehicle. Transfer stations cannot accept the following prohibited materials: concrete, chain link fencing, farm plastic, block, brick, tile, steel, rebar, roofing material, construction lumber, trusses, pallets, trailers, dirt, fill, sod, stumps and tree remains greater than 50 pounds or 6 feet in length, and other similar materials which may damage the facility or equipment Loads containing more than a small quantity of these materials will be rejected and, if deposited on the tipping floor, will result in a charge of $20 per cubic yard assessed to the maximum capacity of the container or vehicle. Additionally, loads of tires, animals, animal waste, sludge, loads delivered in a tractor trailer and other items that require special handling are never accepted at transfer stations. The Landfill will accept these items. Acceptance or rejection of loads at a Transfer Station is at the Authority's discretion. Mixed loads will be charged at the higher waste category rate (i.e. Vegetation mixed with construction debris will be charged at the construction debris rate). To receive the lowest rates, bring wastes of different types in separately. • The SWA accepts only rash or business checks at the Weigh Stations. Payment by check requires prior approval and completion of a Check Cashing Application. Credit Canis are not accepted at this time. Rev: 91812008 NOTES: 1. Yardage rates ONLY APPLY if the scales are inoperative and are based on our estimated volume of the load, except as indicated. 2. TRASH — Household and commercial waste free of garbage and consisting of furniture, appliances, textiles, plastics, wood, cardboard, paper, glass, street sweepings, 8 or less passenger tires and other similar materials that would typically be found in a household garage. May include small amounts of construction and demolition debris with the exception of concrete, metal weighing more than 50 pounds or more than six feet in length, roofing matedal, ceramic tile, rods, soil, and stumps or tree trunks weighing more than 50 pounds or more than 6 feet in length. 3. CONSTRUCTION AND DEMOLITION DEBRIS (CD) - Materials including but not limited to steel, glass, brick, block, concrete, asphalt roofing material, pipe, gypsum wallboard, lumber, plywood, cabinetry, pallets, fencing, stumps and any other material from a construction or demolition project or from the renovation of a structure. The tens also incudes rocks, sails, sod, tree remains, trees and other vegetative matter that normally results from land clearing or land development operations. Material exceeding the vegetation limits shall be classified as CD. Generally, dump trucks and open top roll-off containers will be charged at this rate. Please also refer to the note on the front regarding Prohibited Materials Delivered to Transfer Stations. 4. VEGETATION - Vegetative matter resulting from yard and landscaping maintenance including materials such as tree and shrub materials, grass clippings, palm fronds, tree branches and similar other matter usually produced as refuse in the rare of lawns, landscaping and yards. The vegetation cannot be mixed with garbage, trash, sand, or other types of contamination. Vegetative Waste must be no more than 6 feet in length and no single item shall weigh more than 50 pounds. Mulch will also be charged at the vegetation rate. 5. RECYCLING RESIDUE - Unrecoverable waste delivered by permitted recvclers after all recyclable material has been removed from the waste stream. This waste is primarily trash like in appearance and does not contain any substantial quanfities of readily recoverable components. Loads with more than deminimus amounts of recoverable components will be charged the CD rate. Authority employees will verity this waste type at the time of delivery. 6 RESTRICTED USE FILL — Soil like material with limited use applications as determined by the Authority based on appearance, structural characteristics and/or physical contents. (Receipt of this material is subject to the needs of the Authority. Prior arrangement is required prior to delivery. Non-conforming material may be charged the full tipping fee or may be rejected). 7 SHREDDED TIRES -Tires that have been cut into at least eight (8) substantially equal pieces. 8. SPECIAL WASTE-A - Waste that can not be processed through transfer stations or the combustion facility including incinerator ash, animal processing residues, treated biohazardous waste, waste water residue, sewage residues, lime sludge and animal waste. 9. SPECIAL WASTE-B - Material requiring disposal on a special manifest, such as asbestos or fuel contaminated soils. ' Cubic yard rates for Special Waste - Class B vary depending on the debris. For specific rates contact the Solid Waste Authority Administration Office. 10. WHOLE ANIMALS - Whole dead animal carcasses. If scales are inoperative the unit cost of $3.00 each for small and $15.00 each for large will apply. 11. TRAILER - Charged by weight when the trailer is able to fit on the scale. Trailers that are unable to fit on the scales and are free of other debris will be charged by the linear foot 12. SATURDAY ONLY AUTOMOBILES - Applicable for homeowners that wish to dispose of normal household waste at Authority facilities delivered in passenger (automobile) vehicles on Saturday only. 13. UNSECURED LOADS —An unsecured load fee will be charged for any load that is not secured with a rope, tarp or object that prevents any debris from failing out of the vehicle. Loads must remain secured until reaching the tipping floor. 14. OUT OF COUNTY —This rate only applies to garbage and trash from other counties. • Notice to Late Customers — Cash customers arriving 15 minutes prior to closing of a facility will be required to provide a larger deposit and to mail the scale ticket with vehicle weight noted to Administration within 48 hours of the transaction for a refund: Solid Waste Authority Attn: Accounts Receivable 7501 N. Jog Road West Palm Beach, FL 33412 For more information, visit our website www.swa.orO or call (866) 792-4636. Rev: 9/8/2008 ASSIGNMENT AND ASSUMPTION OF CONTRACT THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT (this "Assignment") is made this, day of 5� 7en dei-, 2003, between BFI Waste Systems of North America, Inc., a Delaware corporation Assignor"), and Waste Management Inc. of Florida, a Florida corporation ("Assignee"). REC[TA_f S A. Assignor, as successor -in -interest to Browning-Ferris Industries of Florida, Inc. (as successor -in -interest to County Sanitation, Inc.), is a party to that certain Solid Waste and Recycling Collection Franchise Agreement dated October 15, 1993, as amended by that certain Addendum to Solid Waste and Recycling Collection Franchise Agreement dated August 8, 1997 (the "Contract") by and between Assignor and the Town of Gulf Stream ("Customer") whereby Assignor provides waste collection, transportation and/or disposal services for Customer (the "Services"). B. Assignor desires to assign the Contract to Assignee in accordance with the terms and conditions set forth below. TERMS AND CONDITIONS IN CONSIDERATION of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. Effective as of the closing (the "Closing") of the purchase by Assignee or its affiliates of the operations referred to as "BFI Waste Systems of Palm Beach" as contemplated by that certain Asset Purchase Agreement by and among Assignor, Assignee and certain of their respective affiliates (the "Purchase Agreement"), Assignor hereby assigns to Assignee all of Assignor's rights, title and interests in, to and under the Contract. Effective as of Closing, Assignee hereby agrees to perform all of Assignor's obligations under the Contract to the extent, and only to the extent, such obligations first accrue and are required to be performed subsequent to the completion of the Closing (provided that such obligations did not arise as a result of a breach by Assignor of the Contract on or prior to the Closing or a breach of Assignor's or its affiliates' representations, warranties, covenants and agreements under the Purchase Agreement). Except as set forth in the preceding sentence, Assignee is not assuming or agreeing to perform any obligations or liabilities under the Contract. 2. The terms of this Assignment shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives and successors and assigns. 3. This Assignment may be executed in any number of counterparts which, collectively, shall constitute one and the same instrument. Facsimile signatures shall be effective as original signatures with regard to this Assignment. Each party represents to the other that the IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date and year first written above. BFI Waste Systems of North America, Inc. ASSIGNEE: Waste anagement In fFlorida By: {ylf?>�G� &': er Its: lj c; fi✓, C_t /Y%Ctrtcc r err CONSENT OF CUSTOMER Pursuant to the authorizing resolution dated SQ%o /• 23 2003 by the �o LNL� C y, ' s s /o v , Customer hereby consents to this Assignment. Town of Gulf Stream 4y' Its. N� Ivo r Date:�R /off 2003 ATTEST: 2, Name: l7'i - - Title: l �m ti ^ rl-pr L� -3- 1437862.2/11379.785 J Addendum to Solid Waste and Recycling Collection Franchise Agreement This addendum is made and entered this 1L day of �� , 2003, by and between the Town of Gulfstream, hereinafter called the "Town", and BFI Waste Systems of North America, Inc., 1475 S.W. 4°i Avenue, Delray Beach, Florida, hereinafter called the "Contractor'. WHEREAS, the Town and Contractor entered into a Solid Waste and Recycling Collection Franchise Agreement dated the 15`x' day of October, 1993 (hereinafter the "Agreement"); amended the 8"' day of August, 1997. WHEREAS, the Contractor succeeded to the rights, duties and obligations of County Sanitation, Inc. under that Agreement; and WHEREAS, the parties have agreed to extend and renew the Agreement; and waive the CPI increase for a one (1) year period. NOW. THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the parties hereto hereby agree that the Agreement is amended as follows: The foregoing recitations are true, correct and incorporated herein by reference. 2. Paragraph 1 of the Agreement entitled "TERM" is hereby amended by striking the year "2003" and substituting therefore the year "2005". 3. Paragraph 17 entitled "RATE ADJUSTMENTS" is hereby amended by the addition of the following new paragraph: "Provided, however, that the CPI increase for the one (1) year Period commencing October 2003 and expiring September 30, 2004 is hereby waived by the Contractor. 4. Paragraph 4 of the Agreement is hereby amended to add the following: "The Contractor will make every effort to resolve any complaint immediately up to twenty four (24) hours after it is received by the Cu=ractur. Additionally, the Contractor shall designate one (1) person to be in the City a minimum of once weekly to address all complaints, issues and inquiries in person with residents and businesses, in addition to any route supervisory resolutions. 5. All other terms and provisions of the Agreement are hereby ratified and confirmed except as expressly herein amended and modified. IN WITNESS WHEREOF, the TOWN OF GULF STREAM has caused the presents to be executed in its name by its Mayor and its corporate seal to be affixed, attested by its Clerk, and the said BROWNING -FERRIS INDUSTRIES OF FLORIDA, INC., has hereunto set its hand and seal, both as of the day and year first above written. TOWNOF ULFS � fi�� t ame: Wo'll; Mayor Attest: City Clerk Approved as to Form and Legal Sufficiency By: City Attorney BFI WASTE SYSTEMS OF NORTH AMERIC ,INC. (Contractor) L PrintN e: t-'• c.. �--orau.i.a, Title: 0. (Corporate Seal) ADDENDUM TO SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT THIS ADDENDUM is made and entered this B day of AU 7 v S 1997, by and between the TOWN OF GULF STREAM, hereinafter called the "Town", and BROWNING -FERRIS INDUSTRIES OF FLORIDA, INC., 1475 S.W. 4th Avenue, Delray Beach, Florida, hereinafter called the "Contractor" WITNESSETH: WHEREAS,the Town and Contractor entered into a Solid Waste and Recycling Collection Franchise Agreement dated the 15th day of October, 1993 (hereinafter the "Agreement"); and WHEREAS, the Contractor succeeded to the rights, duties and obligations of County Sanitation, Inc. under that Agreement; and WHEREAS,the parties have agreed to extend and renew the Agreement; waive the CPlincrease for a one (1) year period; and reduce the bulk trash, trash and vegetative collection rate. NOW, THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the parties hereto hereby agree that the Agreement is amended as follows: The foregoing recitations are true, correct and incorporated herein by reference. 2. Paragraph 1 of the Agreement entitled "TERM" is hereby amended by striking the year "1998" and substituting therefor the year "2003". 3. Paragraph 1 5.A.2. entitled "Bulk Trash, Trash and Vegetative Matter" is hereby amended by striking "$11.00" and substituting therefor the amount of "$6.00" as said amount appears in the second unnumbered paragraph of the aforedescribed paragraph. -1- 4. Paragraph 17 entitled "RATE ADJUSTMENTS" is hereby amended by the addition of the following new paragraph: "Provided, however, that the CPI increase for the one (1) year period commencing October 1, 1997 and expiring September 30, 1998 is hereby waived by the Contractor." 5. All other terms and provisions of the Agreement are hereby ratified and confirmed except as expressly herein amended and modified. IN WITNESS WHEREOF, the TOWN OF GULF STREAM has caused the presents to be executed in its name by its Mayor and its corporate seal to be affixed, attested by its Clerk, and the said BROWNING -FERRIS INDUSTRIES OF FLORIDA, INC. has hereunto set its hand and seal, both as of the day and year first above written. Attest: f City Clerk Approved as to Form and Leg;ity Suff ' n By: Attorney TOWN OF STREAM // t a WI[IiI �/lach�Tr. Title: Mayor (SEAL) BROWNING -FERRIS INDUSTRIES OF FLORIDA, INC. (Contractor) y: 1-0, int Name: �h1e_ D%m,,1-i ) / Title: 1/ L (Corporate Seal Igulfst.addl July 28, 1997 -2- SOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT THIS AGREEMENT is made and entered this 15- day of October, 1993, between THE TOWN OF GULF STREAM (hereinafter referred to as "Town"), and COUNTY SANITATION, INC., a Florida corporation (hereinafter referred to as "Contractor"). In consideration of the mutual benefits, the parties herein agree as follows: 1. TERM: The term of this Agreement shall be for the period beginning October 1, 1993, and expiring September 30, 1998. This Agreement may be extended and renewed for additional five (5) year terms upon mutual Agreement of the parties. 2. DEFINITIONS: A. Authority shall mean the Solid Waste Authority of Palm Beach County. B. Bulk Trash shall mean any non -vegetative item which cannot be containerized bagged or bundled; including, but not limited to, inoperative and discarded refrigerators, ranges, toilets, washers, dryers, bath tubs, water heaters, sinks, bicycles, and other similar domestic appliances, household goods and furniture and shall not be commingled with Vegetative Waste. C. Collection shall mean the process whereby Garbage, Trash, Bulk Trash, or Recyclable Material is removed from the collection point. D. Commercial Recycling Collection Service shall mean the Collection of Recyclable Materials by the Contractor from entities within the Town that are not serviced by Residential Recycling Collection Service. E. Commercial Solid Waste shall include any Garbage, Bulk Trash or Trash that is not Residential Solid Waste. F. Commercial Solid Waste Collection Service shall mean the collection of Commercial Solid Waste within the Town. Such service includes Containers, Compactors, and Roll -off Collection Services. G. Compactor shall mean any container which has compaction mechanism(s), whether stationary or mobile, all inclusive. -1- H. Construction and Demolition Debris (C&D) shall mean materials generally considered to be not water soluble and nonhazardous in nature, including, but not limited to, steel, glass, brick, concrete, roofing material, pipe, gypsum wallboard, and lumber from the construction or destruction of a structure as part of a construction or demolition project. Mixing of a de minimis amount of waste other than C&D from the construction site will not automatically cause it to be classified as other than C&D. I. Container shall mean and include any container designed or intended to be mechanically dumped into a loader packer type truck. J. Containerized Residential Recycling Collection Service shall mean the collection of Recyclable Materials by the Contractor from Dwelling Units in the Service Area that requires the use of Containers for the collection of Recyclable Materials and which also receive Residential Collection Service for solid waste, and the delivery of those Recyclable Materials to a Materials Recycling Facility. K. Containerized Residential Solid Waste Collection Service shall mean solid waste collection service of all Dwelling Units whose Garbage, Trash or Bulk Trash is collected by means of a central or shared Container and not by means of a Garbage Can. Vegetative Waste shall not be commingled with Garbage, Trash, or Bulk Trash. L. Contract shall mean this Agreement. M. Curbside Residential Recycling Collection Service shall mean the collection of Recyclable Materials by the Contractor at the back door of all Dwelling Units in the Town that also receive Curbside Residential Solid Waste Collection Service, and the delivery of those Recyclable Materials to a Materials Recycling Facility. N. Curbside Residential Solid Waste Collection Service shall mean Residential Solid Waste Collection Service for all Dwelling Units whose Garbage is collected by means of a Garbage Can, collected at the back door of the Dwelling Unit and Bulk Trash and Trash are collected from a collection point by mechanical equipment. O. Dwelling Unit shall mean any type of structure or building unit intended for or capable of being utilized for residential living other than a licensed hotel or motel unit. -2- P. Garbage shall mean all putrescible waste which generally includes but is not limited to kitchen and table food waste, animal, food or any organic waste that is attendant with or results from the storage, preparation, cooking or handling of food materials whether attributed to residential or commercial activities. Vegetative Waste shall not be commingled with Garbage in the same collection. Garbage shall not include any material that falls within the definition of Vegetative Waste. Q. Recyclable Materials shall mean newspapers (including inserts), aluminum, plastics #1 and #2, glass bottles and jars, corrugated cardboard, brown paper bags, Mixed Paper, tin and ferrous cans, household dry -cell batteries (no wet -cell batteries), and other solid waste materials added upon Agreement between the Town and the Contractor. R. Residential Solid Waste shall mean Garbage, Trash, Bulk Trash and Vegetative Waste resulting from the normal housekeeping activities of a Dwelling Unit. S. Roll -off Collection Service shall mean the Collection of C&D roll -off containers, or the Collection of C&D by other mechanical means, within the Town. Roll -off Collection Service shall also mean the collection of horticultural or agricultural wastes at horticultural or agricultural nurseries. T. Special Services shall mean any services requested or required by the customer or the Town which are in addition to, or a change in, Residential Solid Waste Collection Service, Residential Recycling Collection Service, Commercial Recycling Collection Service, Commercial Solid Waste Collection Service and Roll -Off Collection Service. U. Trash shall mean all refuse, accumulation of paper, excelsior, rags, wooden or paper boxes and containers, sweepings, broken toys, tools, utensils, and all other accumulations of a similar nature other than Garbage, which are usual to housekeeping and to the operation of stores, offices and other business places, but shall not include Vegetative Waste. V. Vegetative Waste shall mean any vegetative matter resulting from yard and landscaping maintenance and shall include materials such as tree and shrub materials, grass clippings, palm fronds, tree branches and similar other matter usually produced as refuse in the care of lawns, landscaping and yards. -3- 3. QUALITY OF SERVICE: The Contractor shall do every reasonable act to provide a service of high quality. 4. PROPERTY REPAIR OR REPLACEMENT: The Contractor agrees to repair or replace all property, public or private, altered or damaged by it, its agents or employees, in the performance of its Contract in as good condition as it was before being altered or damaged. 5. CONTRACTOR'S EQUIPMENT: The Contractor shall provide all instrumentalities, equipment and tools, employ and have the exclusive control of all persons to be engaged in or about the work which is the subject matter of this Contract, and prescribe and control the means and methods of doing such work. The Contractor will provide for the full and adequate maintenance and replacement of its equipment as the need arises, so that its equipment will be orderly and efficient in its operations under this Contract. Contractor agrees to provide a sufficient number of vehicles to properly accomplish the collection of Garbage, Trash, Bulk Trash, Roll -offs, Recyclable Materials and Vegetative Waste with reasonable dispatch, without undue delay. 6. SATISFACTION OF SERVICE: The Town reserves the right to observe the operation of the Contractor at all times to satisfy the Town that suitable and adequate service is being given. 7. PERFORMANCE BOND: The Contractor will provide a performance bond of $10,000.00 to the Town, or make suitable cash deposit to the Town in lieu thereof, to guarantee faithful performance of this Contract. 8. INSURANCE: The Contractor will provide public liability and property damage insurance in the amount of at least $500,000.00/$1,000,000.00 liability and $50,000.00 property damage, to indemnify, save, defend and hold harmless the Town from any liability, claim or action that may arise out of any act of the Contractor in the performance of any of the terms of this Agreement. It is stipulated and agreed that the liability of the Contractor's security deposit or bond, or its insurance shall not be affected by an extension of the time of the completion of said work which may be granted by the action of the Town Commission of the Town, or the changing of provisions of this Contract, or the subletting of a part of this Contract. In any event, the Contractor will save, defend and hold the Town harmless and protect the Town from any and all liability under this Contract. 9. INDEPENDENT CONTRACTOR: It is expressly agreed and understood that the Contractor is in all respects an -4- independent Contractor as to the work, notwithstanding in certain respects the Contractor is bound to follow the directions of designated Town officials, and that the Contractor is in no respect an agent, servant or employee of the Town. 10. PAYMENT OF CLAIMS: It is further understood and agreed by and between the parties that if the Contractor fails or refuses to pay any claims for wages, salaries, materials, supplies, equipment used in connection with and in performance of this Contract, or for any claim or claims arising out of damage in the handling of any receptacles or property of any owner or tenant in the Town, the Town may, on being satisfied on the correctness of said charges, deduct the same from the next payment or payments to become due said Contractor and pay the same to the claimant. 11. SUBLETTING: The Contract or any portion thereof shall not be sublet except with the written consent of the Town. No such consent shall be construed as making the Town a party to such subcontract or subjecting said Town to liability of any kind to any subcontractor. No subcontractor shall under any circumstances relieve the Contractor of its liability and obligation under this Contract, and all transactions with the Town acting through the Contractor. Subcontractors will be recognized and dealt with only as workmen and representatives of the Contractor and as such shall be subject to the same requirements as to character and competence as the Contractor. 12. COMPLIANCE OF APPLICABLE LAWS: The Contractor agrees to dispose of all solid waste and recyclable materials so collected by it in a manner which complies with all applicable sanitary rules, regulations, laws and ordinances involved, Town, County and State. 13. CANCELLATION OF AGREEMENT: The Town shall have the right to cancel this Agreement if the Contractor fails or refuses to perform its part of this Contract upon giving ten (10) days written notice to the Contractor. If there are complaints that are to be corrected, the Town shall first notify the Contractor of such complaint or complaints, whereupon the Contractor shall make every reasonable effort to correct the matter, and if the Contractor refuses to do so, then such written notice shall be given by the Town to the Contractor and this Contract shall become null and void. 14. SERVICES PROVIDED By CONTRACTOR: The Contractor shall provide mandatory Residential Solid Waste Collection Services, Residential Recycling Collection Service, Commercial Solid Waste Collection Service, Commercial Recycling Collection Service and Roll -off Collection Service in the Town. The right to provide such Collection Services in the Town shall be exclusive to the Contractor. -5- No other person or entity except the Contractor may offer or provide Residential Solid Waste Collection Service, Residential Recycling Collection Service, Commercial Solid Waste Collection Service, Commercial Recycling Collection Service or Roll -off Collection Service in the Town. The Town agrees to assist the Contractor in taking timely actions against any person or entity violating the provisions of this Section 14. The Contractor shall be the exclusive agent to the Town to provide Commercial Recycling Collection Services in the Town and shall have the exclusive right to provide storage, collection and hauling services for Recyclable Materials as more specifically provided hereafter. 15. SOLID WASTE COLLECTION SERVICE: A. Residential Solid Waste Collection Services: The curbside and containerized residential solid waste collection services provided by this Agreement shall be as set forth in this Section 15.A. 1. Garbage: All Garbage shall be properly containerized in garbage cans or otherwise prepared for collection. The point of collection for curbside shall be the back door of each Dwelling Unit. Except for permitted holidays, collection service shall be provided twice per week. The Town agrees to pay the Contractor monthly for the collection of Garbage at the rate of $12.80 per residential unit, per month. The total number of units shall be adjusted on October 1 and April 1 of each year to reflect the total certificates of occupancy issued. 2. Bulk Trash, Trash and Vegetative Matter: The Contractor shall collect Bulk Trash, Trash and Vegetative Matter wherever it may be located, provided that it shall be an area accessible by Contractor's trucks. The Bulk Trash, Trash and Vegetative Matter shall be collected once each week and does not have to be bagged or bound prior to collection. Trash and Vegetative Matter generated by lawn maintenance services is included in the provisions of this Agreement, provided, however, that the property owner shall be permitted to have such removed by a lawn maintenance service. The Contractor shall charge each customer for the aforesaid collection services at the rate of $11.00 per cubic yard. The Contractor shall bill each customer directly or may require all or a portion of payment in advance. 3. Special Services: In the event a dwelling unit (either curbside or containerized) requires more than twice per week garbage collection services or other services not otherwise herein stated, the rate for such services shall be in the discretion of the Contractor and shall be billed and collected separately by the Contractor. In the event of a dispute between the Contractor and a customer, the decision of the Town Manager shall be final and binding. B. Commercial Solid Waste Collection Services: The type of services to be rendered by the Contractor to commercial establishments for solid waste collection, including roll -offs and C&D debris shall be as specified by the individual commercial establishment. The rate to be charged by the Contractor to the commercial establishment for providing these specialized services shall be determined upon mutual agreement between the Contractor and the customer. In the event of a dispute or disagreement concerning the rates or the services, the matter shall be reviewed by the Town Manager whose decision in the matter shall be binding and final. The Contractor shall bill and collect the rate directly from the commercial establishment. 16. RECYCLING COLLECTION SERVICE: The Contractor shall provide Residential and Commercial Recycling Collection Service in the Town. A. Residential Recycling Collection Services: 1. The Contractor shall collect Recyclable Materials from both curbside and containerized Dwelling Units. In the case of curbside Dwelling Units, the collection shall be back door. The collection of Recyclable Materials as herein provided shall coincide, where not directly in conflict, with the policies, procedures and provisions of the Interlocal Agreement reached between the Town and the Authority. The Authority will be expanding the recyclables to be collected as of March, 1994. The Contractor agrees to collect said additional recyclables for no additional fee. Provided, however, that any future expansion of Recyclable Materials collection shall be by mutual agreement between the Town and Contractor. -7- The Contractor agrees to collect Recyclable Materials for the term of this Agreement, one time per week. The Contractor, at Contractor's cost and expense, shall supply acceptable recycling containers for all residences of the Town. Containerized Dwelling Units (multi -family) shall receive ninety-five (95) gallon containers. For the service of collection of Recyclable Materials, the Town agrees to pay to the Contractor each month at the rate of $5.36 per residential unit, per month. Should the State of Florida or the Authority determine that certain Recyclable Materials are not recyclable or determine that additional materials are recyclable, the Town and Contractor shall negotiate appropriate changes to this Agreement. B. Commercial Recycling Collection Services: Commercial establishments desiring recycling collection services shall be collected by the Contractor. The rate for collection of Recyclable Materials shall be determined by mutual agreement between the commercial establishment and the Contractor. In the event of a disagreement or dispute, the Town Manager's decision as to the appropriateness of both service and rate shall be binding and final. The Contractor shall bill the commercial establishment directly. 17. RATE ADJUSTMENTS: All rates charged by the Contractor to the Town or to individual customers as provided by this Agreement shall be adjusted annually, upward or downward, to reflect changes in the cost of doing business, as measured by fluctuations in the Consumer Price Index (CPI) published by the U. S. Department of Labor, Bureau of Labor Statistics for the Atlanta Southeast Regional Area. At the beginning of the contract year commencing October 1, 1994, and on the same date of each year thereafter, the rate per unit shall be increased or deceased by a percentage amount equal to the net percentage change in the Consumer Price Index computed as follows: The net change shall be the difference between the Consumer Price Index for the period June 1, 1993 to June 1, 1994 for the contract year beginning October 1, 1994. Subsequent years shall be adjusted annually based upon the net change for the preceding twelve (12) month period, June to June. Q:� 18. VEGETATIVE COLLECTION: In the event that the Town shall determine that vegetative matter shall be included in the scheduled collection routes of the Contractor when the Contractor is collecting residential solid waste, then the Town shall have the option to include such collection services. Upon the Town's determination that vegetative matters shall be included in regular scheduled solid waste collection, then the Town and Contractor shall mutually agree upon a rate to be charged by the Contractor and paid by the Town for such services. 19. ANNEXATION: In the event that the Town shall annex any residential units or commercial establishments, the Contractor agrees that it shall provide all of the services contemplated by this Contract to such annexed residential units or commercial establishments. The rate to be charged by the Contractor shall be determined by mutual negotiation and agreement between the Contractor and the Town, but in no event shall the rate for containerized service exceed the prevailing rate for commercial containerized service in the Town. IN WITNESS WHEREOF, the parties have set their hands and seals on the day and year first hereinabove written. Witnesses: TOWN nF r_rrr.v cmncAm By: Titl Attest: /2 City Clerk Approved as to Form and Legal Suff iency: By: ity Attorney Prin Name NTS0 5ig� Print Name c (Gulfstream) (CONTRACTOR) COUNTY SANITATION, INC., a Florida corporation By: /1, William B: ,r76hnson, V. Pres. and General Manager (Corporate Seal)