HomeMy Public PortalAbout2015-30 Selecting Southern Waste Systems LLC for solid waste and recycling servicesRESOLUTION NO. 2015-30
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING THE
PROPOSAL OF SOUTHERN WASTE SYSTEMS, LLC FOR
SOLID WASTE AND RECYCLING SERVICES TO THE
VILLAGE; AUTHORIZING THE VILLAGE MANAGER TO
NEGOTIATE AND EXECUTE AN AGREEMENT FOR
COLLECTION, TRANSPORTATION, AND DISPOSAL OF
SOLID WASTE AND RECYCLING SERVICES;
AUTHORIZING IMPLEMENTATION OF THE
AGREEMENT; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Village of Key Biscayne (the "Village") provides for solid waste collection
and recycling services to be provided to residential customers within the Village (the "Services");
and
WHEREAS, the Village solicited proposals from qualified prospective contractors for the
Services in Request for Proposals No. PW-2015-1 ("RFP") issued on April 20, 2015; and
WHEREAS, pursuant to the RFP competitive selection process, four proposals were
received by the Village, and after review and evaluation of the proposals submitted, the Village
Manager recommends Southern Waste Systems, LLC ("Contractor") be selected to perform the
Services; and
WHEREAS, the Village Council wishes to select the Contractor for the Services, and
authorizes the Village Manager to negotiate and execute an Agreement for Collection,
Transportation and Disposal of Solid Waste and Recycling Services (the "Agreement"), in
substantially the form of Agreement attached hereto as Exhibit "A"; and
WHEREAS, the Village Council finds that it is in the best interests of the Village to select
and authorize award of the Agreement to Contractor, and proceed as indicated in this Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE VILLAGE
OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Selection of Proposer and Award of Agreement. The Village Council
hereby selects the Contractor for the Services and award of the Agreement.
Section 3. Agreement Approved: Village Manager Authorized. That the Agreement,
in substantially the form attached hereto as Exhibit "A", is hereby approved, and the Village
Manager is hereby authorized to negotiate and execute the Agreement, subject to approval as to
form, content and legal sufficiency by the Village Attomey.
Section . Implementation. That the Village Manager is hereby authorized to take any
and all action necessary to implement the terms and conditions of the Agreement and this
Resolution.
Section 5. Effective Date. That this Resolution shall take effect immediately upon
adoption hereof.
PASSED AND ADOPTED this 23rd
day of June, 2015.
CONCHITA H. ALVAREZ, MMC, VILLAGE CLE
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
VILLAGE ATTORNEY
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/ I. h
MAYBK MAYRA PENA LIN SAY
AGREEMENT
FOR
COLLECTION, TRANSPORTATION AND DISPOSAL OF SOLID WASTE AND
RECYCLING SERVICES
FOR THE RESIDENTIAL AREAS OF KEY BISCAYNE, FLORIDA
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
CONTRACTOR
TABLE OF CONTENTS
Background 1
1. Definition of Terms. 1
1.1 Contractor 1
1.2 Biohazardous Waste 1
13 Bulk Trash 1
1.4 Code 2
1.5 Collection Services 2
1.6 Collection Vehicles 2
1.7 Construction Debris 2
1.8 County 2
1.9 Day 2
1.10 Garbage 2
1.11 Garbage Container 2
1.12 Hazardous Waste 3
1.13 Holidays 3
1.14 Other Collections 3
1.15 Pickup Point 3
1.16 Prohibited Waste 3
1.17 Recyclable Materials 3
1.18 Recycling Container
1.19 Recycling Services 4
1.20 Regular Schedule 4
1.21 Residential Customers 4
1.22 Service Area 5
1.23 Solid Waste 5
1.24 Solid Waste Collection Services 5
1.25 Solid Waste Disposal Facility 5
1.26 Special Waste 5
1.27 Tipping Fee 5
1.28 Village 5
1.29 Village Government Facilities 5
1.20 Village Manager 5
1.31 White Goods 6
132 Yard Trash 6
2. Initial Term; Renewal Terms 6
3. Prerequisites To Commencement of Service 6
3.1 Pre -Start Route Familiarization 6
3.2 Initial Schedule 6
3.3 Distribution of Recycling Containers 7
3.4 Distribution of Garbage Containers 7
4. Commencement of Collection Services 8
5. Collection Services 8
5.1 Collection Services to Residential Customers 8
5.2 Regular Collections 9
5.2.1 Garbage 9
5.2.2 Yard Trash 9
5.2.3 Recycling Materials 10
5.2.4 White Goods 10
5.2.5 Bulk Trash 10
5.2.7 Services to the Handicapped 10
5.2.8 Option of Other Services 10
5.3 Village Collections 10
5.4 Changes to Initial Schedule 11
5.5 Hours of Collection 11
5.6 Protection of Property 11
5.7 Spillage 12
6. Other Collections 12
6.1 Severe Weather/Emergencies 12
6.1.1 Emergency Collections/Charges 12
6.1.2 Emergency Collection Vehicles 11
6.1.3 Hurricane/Disaster Response Plan 11
6.2 Holidays 13
6.3 Special Pickups 13
7. Contractor's Personnel 13
7.1 Contractor's Officer(s) 13
7.2 Assignment of Employees 14
7.3 Conduct of Employees 14
7.4 Employee Uniforms 14
7.5 Residents 14
7.6 Equal Opportunity 14
7.7 Full Time Employees 14
7.8 Dismissal 14
8. Collection Vehicles and Equipment 14
8.1 Quality and Quantity 14
8.2 Collection Vehicles, Equipment Description and Replacement 15
8.3 Reserve Collection Equipment 15
8.4 Advertising 15
9. Containers 15
9.1 General 15
9.2 Handling of Containers 16
9.3 Garbage Containers 16
9.4 Recycling Containers 16
9.5 Containers Supplied By Contractor 16
10. Disposal of Solid Waste 16
11. Compensation to Contractor 16
11.1 Monthly Residential Fee 16
11.2 No Fee for Village Collections 17
12. Billing 17
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12.1 Residential Billing 17
12.2 Invoices 17
12.3 Billing Adjustment Procedures 17
12.4 Cost of Living Adjustments 17
12.5 Changes in Disposal Charges 18
12.6 Extraordinary Increase in Cost Adjustment 17
12.7 Fuel Costs 18
13. Ownership of Recyclable Materials 19
14. Newsletter 19
15. Agreement Performance 19
15.1 Supervision by Village Manager 19
15.2 Contractor Performance Disclosure 20
15.3 Inspection 20
16. Complaints and Complaint Resolution/Penalties 20
16.1 Complaint Line 20
16.2 Complaint Register 20
16.3 Response to Complaints 20
16.4 Disputes 21
16.5 Penalties 21
16.6 Monthly Meetings 20
17. Annual Reports 21
18. Subcontractors 22
19. Performance Bond 22
20. Indemnification 22
21. Insurance 23
21.1 Insurance Requirements 23
21.2 Ratings 23
21.3 Cancellation 23
21.4 Certificates of Insurance 23
22. Events of Default by Contractor 25
22.1 Failure to comply 25
22.2 Insolvency or filings against Contractor 25
22.3 Failure to provide Collection Service 25
22.4 Complaints 25
22.5 Unresolved Problems 25
22.6 Misrepresentation 25
22.7 Inspection refusal 25
22.8 No Annual Report 25
22.9 Failure to Provide Emergency Plan/Emergency CollectionsError! Bookmark not
defined.
23. Remedies Upon Default By Contractor 25
24. Termination Rights of Village 26
25. Representations and Warranties of Contractor 26
26. Compliance with Law 27
27. Taxes, Liens, and Fees 27
iii
28. Access to Books and Records 28
29. Public Awareness Program 28
30. Notices and Changes of Address 29
31. No Waiver 29
32. Severability 29
33. Binding Effect 30
34. Assignment 30
35. Complete Agreement 30
36. Independent Parties 30
37. Force Majeure 30
38. Time of the Essence 31
39. Amendment 31
40. Attorneys Fees 31
41. Gender and Use of Singular and Plural 31
42. Counterparts 31
43. Headings 31
44. Governing Law/Waiver of Jury Trial 31
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AGREEMENT
This Agreement for the Collection, Transportation, and Disposal of Residential Solid
Waste and Recycling Services (the or this "Agreement") is made and entered into as of this
day of September, 2015, by and between SOUTHERN WASTE SYSTEMS, LLC, a
Florida limited liability company ("Contractor"), and the VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation (the "Village").
Recitals
Whereas, the Village's existing agreement for the provision of solid waste collection and
recycling services to residential customers expires on September 30, 2015; and
Whereas, pursuant to applicable provisions of the Village Code and other legislative
authority, on April 20, 2015, the Village issued Request for Proposals (RFP) No. PW-2015-1
competitively soliciting and procuring proposals from qualified Prospective Contractors for the
collection, transportation and disposal of solid waste and recycling services; and
Whereas, the Contractor submitted a proposal in response to the RFP, and after
evaluation and recommendation by the Village Manager, the Contractor was selected and
awarded this Agreement by the Village Council; and
Whereas, the terms and conditions of the RFP and the Contractor's proposal are herein
incorporated and made a part of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is mutually acknowledged, it is agreed as follows:
1. Definition of Terms.
1.1 Contractor Shall mean Southem Waste Systems, LLC, a Florida limited liability
company
1.2 Biohazardous
Waste Shall mean any Solid Waste which may present a threat of infection to
humans. The term includes, but is not limited to, non -liquid human tissue
and body parts, laboratory and veterinary waste which contains human
disease -causing agents, used disposable sharps, human blood, and human
blood products and body fluids, and other materials which represent a
significant risk of infection to persons outside of the generating facility.
1.3 Bulk Trash Shall mean vegetative and non -vegetative material and large items of
various types customary to ordinary residential housekeeping operations
which due to their size cannot be placed in a Garbage Container or
disposable bag. Bulk Trash shall not include automobiles and automotive
components, internal combustion engines or Construction Debris. Bulk
Trash shall include White Goods, carpeting of any diameter if folded, tied,
and rolled or bundled and cut in lengths of six feet or less. Bulk Trash
shall not include A/C or water heater units.
1.4 Code Shall mean the Code of the Village of Key Biscayne, Florida, as amended
from time to time.
1.5 Collection
Services Shall mean, collectively, collection, transportation, and disposal services
with respect to Solid Waste, including Garbage, Yard Trash, Recyclable
Materials, Bulk Trash, and White Goods.
1.6 Collection
Vehicles Shall mean a boom truck, rear loader truck, roll -off truck, hybrid -
hydraulic diesel trucks, or other vehicle used by Contractor to collect or
transport Solid Waste or Recyclable Materials. Individually each is a
Collection Vehicle.
1.7 Construction
Debris Shall mean materials generally not water soluble and non -hazardous in
nature, including, but not limited to, steel, glass, brick, concrete or roofing
material, pipe, gypsum wallboard, and lumber. Construction Debris shall
include materials from the construction or destruction of a structure as part
of a construction or demolition project, and including rocks, soils, stumps,
and other vegetative matter which normally results from land clearing or
land development operations for a construction or home improvement
project.
1.8 County Shall mean Miami -Dade County, Florida.
1.9 Day Shall mean a calendar day.
1.10 Garbage Shall mean every refuse accumulation of animal, fruit, vegetable or
organic matter that attends the preparation, use, cooking and dealing in or
storage of meats, fish, fowl, fruit or vegetables, and decay, putrefaction,
and the generation of noxious or offensive gases or odors or which, during
or after decay, may serve as breeding or feeding material for flies or other
germ carrying insects.
1.11 Garbage
Container
Shall mean a container made of durable plastic provided by Contractor for
Garbage which shall be "Miami -Dade County green" and be a wheeled
receptacle with a capacity of 95-96 gallons intended to be manually or
mechanically dumped into a loader -packer type collection truck. Such
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container shall have overlapping lips for rain protection with a 270 degree
lip opening. The handles shall be at least 2"x5" for easy gripping. The
carts shall be of at least 0.175" or greater wall thickness with one piece
high -density polyethylene (HDPE) construction. The wheels shall be a
minimum of 10" and have maintenance -free bearings. Each garbage
container shall be hot -stamped (or a decal may be provided in lieu thereof)
with the cart identification number, the Village Seal and any other
information as approved by the Village.
1.12 Hazardous
Waste Shall mean any materials defined as hazardous waste or hazardous
materials under any applicable laws, rules or regulations.
1.13 Holidays Shall mean collectively Independence Day, Thanksgiving Day and
Christmas Day. Individually each is a Holiday.
1.14 Other
Collections Shall mean collectively emergency collections, requested Holiday
collections, and special pickups.
1.15 Pickup Point Shall mean a location designated by each Residential Customer at curbside
or sideyard to which Contractor has unobstructed, safe access at the time
of collection.
1.16 Prohibited
Waste Shall mean any Hazardous Waste, Biohazardous Waste or Special Waste.
Nothing herein shall be construed to require Contractor to pick up
Prohibited Waste.
1.17 Recyclable
Materials Shall mean those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste such as:
a newspapers, including the normal percentage of rotogravure and
colored sections. Phone books, magazines, and any paper other
than newspaper are not acceptable.
b aluminum beverage cans, commingled with ferrous food containers
(cans should be clean and dry);
c high density polyethylene plastics (HDPE) commingled with
polyethylene terephthalate plastics (PET) (beverage containers
only; clean and dry with lids removed);
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d clear glass (beverage and food containers only; clean and dry with
lids removed);
e brown glass (beverage and food containers only; clean and dry
with lids removed);
f green glass (beverage and food containers only; clean and dry with
lids removed); and
g any other material agreed to by the Village Manager and
Contractor. Recyclable Materials shall not include Prohibited
Waste, white office paper, aerosol cans, pharmaceutical glass
containers, medical waste containers, pesticide containers or
containers originally containing Prohibited Waste.
1.18 Recycling
Container Shall mean a single stream recycling container made of durable plastic
provided by Contractor for Recycling Materials which shall be "Miami -
Dade County blue" and be a wheeled receptacle with a capacity of 60 to
65 gallons, to be manually or mechanically dumped into a loader -packer
type recycling truck. Such container shall have overlapping lips for rain
protection with a 270 degree lip opening. The handles shall be at least
2"x5" for easy gripping. The carts shall be of at least 0,175" or greater
wall thickness with one piece high -density polyethylene (HDPE)
construction. The wheels shall be a minimum of 10" and have
maintenance -free bearings. The Recycling Container shall be single -
stream for both newspaper and other commingled Recyclable Materials.
Each recycling container shall be hot -stamped (or a decal may be provided
in lieu thereof) with the cart identification number, the Village Seal and
any other information as approved by the Village
1.19 Recycling
Services Shall mean the collection, separation or processing, and reuse or return to
use in the form of raw materials or products of Recyclable Materials.
1.20 Regular
Schedule Shall mean the Schedule or any Modified Schedules.
1.21 Residential
Customers Shall mean those Single Family and Duplex residences as specified by the
Village that are to receive Collection Services. The list of Residential
Customers may be amended in accordance with Section 12.3.
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1.22 Service
Area Shall mean all property located within the Village's corporate boundaries
as defined in the Village Charter for which service is provided herein, and
as depicted in the Service Map attached hereto as Attachment "C."
1.23 Solid
Waste Shall mean and includes Garbage, Yard Trash, Bulk Trash, White Goods
or other discarded material resulting from normal housekeeping activities,
and shall exclude Prohibited Waste.
1.24 Solid Waste
Collection
Services Shall mean the collection of Solid Waste for each Residential Customer
and Village Government Facilities, and transportation to and disposal in a
Solid Waste Disposal Facility.
1.25 Solid Waste
Disposal
Facility Shall mean any properly permitted and licensed Solid Waste management
facility which is the final resting place for Solid Waste, including but not
limited to, landfills, transfer stations, and incineration facilities that
produce ash from the process of incinerating municipal Solid Waste.
1.26 Special
Waste Shall mean Solid Waste that requires special handling and management,
including, but not limited to, asbestos, whole tires, used tires, used oil,
lead -acid batteries, and Biohazardous Wastes and shall include items that
exceed the size limitation for Yard and Bulk Trash.
1.27 Tipping Fee Shall mean the fee per ton charged at a Solid Waste Disposal Facility.
1.28 Village The Village of Key Biscayne, Florida.
1.29 Village
Government
Facilities Shall mean the Village Civic Center Complex which includes the Village
Hall/Police Station, Village Fire Rescue Station, and Village Community
Center, and any other facilities owned or operated by the Village or to be
built, owned or operated by the Village in the future.
1.30 Village
Manager Shall mean the Village Manager of the Village of Key Biscayne, Florida,
or his/her designee.
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1.31 White
Goods Shall mean refrigerators, washing machines, dryers, ranges, and other
similar large appliances. Shall not include water heaters and air
conditioning units.
1.32 Yard Trash Shall mean vegetative matter resulting from normal yard and landscaping
maintenance and shall include materials such as tree and shrub trimmings,
grass clippings, palm fronds or small tree branches that shall not exceed
four feet in length and four inches in diameter. Yard Trash shall include
Christmas Trees regardless of size. Yard Trash shall be bundled or tied.
Grass clippings shall be placed in a Garbage Container, disposable bag, or
bundled. No bundle, bag, or filled container shall exceed 50 pounds in
weight and no more than six containers, bags or bundles per Residential
Customer shall be collected at one time.
2. Initial Term; Renewal Terms
The initial term of this Agreement shall be for five (5) years ("Initial Term") commencing on
October 1, 2015, and terminating on September 30, 2020 ("Termination Date"). The Agreement
may be extended or renewed for two (2) additional consecutive renewal terms of two (2) years
each, upon the mutual written consent of both parties, upon substantially the same terms as were
in effect prior to the extension.
3. Prerequisites To Commencement of Service.
3.1 Pre -Start Route Familiarization
Contractor shall, at no charge to the Village, perform a pre -start route familiarization program in
conjunction with the Village to help route drivers become aware of and familiar with the Pickup
Points and with the method by which Collection Services shall be performed.
3.2 Schedule
Prior to the commencement of Collection Services, Contractor shall provide the Village Manager
with a monthly schedule including the days of the week or month that Garbage, Yard Trash,
Recyclable Materials, Bulk Trash and White Goods shall be collected from each Residential
Customer and Village Government Facilities within the frequency required by this Agreement
("Schedule"). The parties recognize that existing residential Collection Services in the Village
are currently subject to an existing collection schedule. In order to provide seamless services to
each Residential Customer, Contractor agrees to utilize the existing collection schedule as the
Schedule. The Village Manager shall review and approve the Schedule prior to implementation
of any services, and any subsequent requested changes or modifications thereto prior to
implementation.
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3.3 Distribution of Recycling Containers
Upon commencement of Recycling Services, Contractor shall utilize the existing Village -owned
recyclable containers currently used by Village residents. Contractor shall not purchase and
distribute new containers to each Residential Customer. However, Contractor shall purchase and
furnish Recycling Containers to new households upon request, replace any damaged, lost or
stolen containers and provide a second Recycling Container upon residents' request, at no cost to
the Village or resident.
Contractor shall develop its recycling routes. The Recycling Container shall be delivered to each
residential property within a recycling route. The Contractor shall be responsible for counting the
number of residential properties and shall provide to the Village a route map with the residential
property count. This information shall serve as the initial count of residential properties in the
program. During the distribution of the Recycling Containers, the Village has the option of
accompanying the Contractor to verify the Contractor count.
Any new residential property which results from construction or occupancy of a residential
property which was unoccupied during initial Recycling Container distribution, or results from
expansion of the Village Service Area, shall receive one Recycling Container from Contractor, at
the Contractor's cost, and shall be included in the recycling program within seven (7) work days
of notice to Contractor by the Village.
Upon delivery of the initial Recycling Container to a residential property, Contractor shall be
solely responsible for replacement and distribution of Recycling Containers delivered to
residential properties. Upon notification to Contractor by the Village or a Residential Customer
that the residential property's Recycling Container has been stolen or that it has been damaged
beyond repair, the Contractor shall deliver a replacement Recycling Container to each residential
property within seven (7) work days. Each residential property shall be entitled to a one-time
replacement of lost, destroyed, or stolen Recycling Containers for any reason, at no cost to the
Village or the residential property owner. Thereafter, lost, destroyed or stolen Recycling
Containers shall be replaced by the Contractor at no cost to the residential property owner, unless
it is determined by the Village Manager and Contractor that the lost, destroyed or stolen
Recycling Container was the result of the actions or negligence of the residential property owner.
The ownership of the containers purchased and distributed on behalf of the Village by Contractor
shall be the property of, and remain with, the Village.
3.4 Distribution of Garbage Containers
On or before commencement of any Solid Waste Services, Contractor shall purchase and
distribute, at its sole cost, one Village -approved Garbage Container to each residential property
in the Village.
Contractor shall provide to the Village garbage containers for each of the Village Government
Facilities, at its sole cost and expense, as directed by the Village.
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Contractor shall develop its garbage routes. The Garbage Container shall be delivered to each
residential property within a garbage pick-up route. The Contractor shall be responsible for
counting the number of residential properties and shall provide to the Village a route map with
the residential property count. This information shall serve as the initial count of residential
properties in the program. During the distribution of the Garbage Containers, the Village has the
option of accompanying the Contractor to verify the Contractor count.
Any new residential property which results from construction or occupancy of a residential
property which was unoccupied during initial Garbage Container distribution, or results from the
expansion of the Village Service Area, shall receive one Garbage Container from Contractor, at
the Contractor's cost, and shall be included in the Garbage program within seven (7) work days
of notice to Contractor by the Village.
Upon delivery of the initial Garbage Container to a residential property, Contractor shall be
solely responsible for replacement and distribution of Garbage Containers delivered to
residential properties. Upon notification to Contractor by the Village or a Residential Customer
that the residential property's Garbage Container has been stolen or that it has been damaged
beyond repair, the Contractor shall deliver a replacement Garbage Container to each residential
property within seven (7) work days. Each residential property shall be entitled to a one-time
replacement of lost, destroyed, or stolen Garbage Containers for any reason, at no cost to the
Village or the residential property owner. Thereafter, lost, destroyed or stolen Garbage
Containers shall be replaced by the Contractor at no cost to the residential property owner, unless
it is determined by the Village Manager and Contractor that the lost, destroyed or stolen Garbage
Container was the result of the actions or negligence of the residential property owner. The
ownership of the containers purchased and distributed on behalf of the Village by Contractor
shall be the property of, and remain with, the Village.
4. Commencement of Collection Services
Collection Services shall commence on October 1, 2015.
5. Collection Services.
5.1 Collection Services to Residential Customers
Contractor shall provide sideyard and curbside pickup and disposal services to all Residential
Customers within the Service Area for Garbage and Recycling. If Garbage containers and/or
Recycling Containers are left sideyard for pick-up, Contractor shall return garbage and recycling
containers to the original location. If Garbage Containers and/or Recycling Containers are
placed at curbside by Residential Customers, then the Contractor shall place the containers on
the residential property as far from the street as reasonably possible to do so but in no event less
than five (5) feet from the street. Contractor shall not place the containers on or near the street or
blocking a driveway or a walk path at any time.
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Contractor shall provide curbside pickup and disposal services to all Residential Customers
within the Service Area for Bulk Trash and White Goods. All Bulk Trash and White Goods to
be collected shall be placed within six (6) feet of the curb, paved surface of the roadway, closest
accessible right-of-way or other such location agreed to by Contractor that shall provide safe and
efficient accessibility to Contractor's collection crew and vehicles. For purposes of this
Agreement, roadway or right-of-way means a road owned and maintained by the Village, the
County or the State of Florida, or a road on private property for which an easement has been
granted to the public or the residents in the immediate vicinity. Contractor is also required to
make a reasonable effort to restore the area directly underneath where the Bulk Trash was
deposited for pickup, including raking that specific area, if necessary.
Yard Trash that is canned or bagged may be placed by Residential Customers either sideyard or
curbside for Contractor pickup and disposal. Bundled Yard Trash shall be placed curbside for
Contractor pickup and disposal.
Contractor shall provide sideyard and curbside pickup and disposal services for Recycling
Materials. The materials shall be deposited by the Residential Customer in the Recycling
Container described in Section 3.3 of this Agreement.
Where: (1) A resident is physically unable (as determined by the Village Manager) to deliver
Bulk Trash, White Goods, or Recycling Materials to curbside; (2) the residential structure is
located in such a manner as to provide non -accessibility to Contractor's crew or vehicle; or (3)
clear and safe passage of heavy equipment is prevented as a result of road closings or
encumbrances; an alternative location may be arranged between the Residential Customer and
Contractor, at no extra cost to the Residential Customer. In the event an appropriate location
cannot be agreed upon, the Village Manager shall designate the location.
5.2 Regular Collections
Contractor shall collect, transport, and dispose of all Solid Waste and Recyclable Materials
generated by Residential Customers in the Service Area at such frequencies as described below.
5.2.1 Garbage
Contractor shall collect Garbage from each Residential Customer two (2) times per week,
with collections at least two (2) days apart pursuant to the approved Schedule ("Garbage
Collection Day").
5.2.2 Yard Trash
Contractor shall collect Yard Trash from each Residential Customer one day per week
pursuant to the Regular Schedule ("Yard Trash Collection Day").
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5.2.3 Recyclable Materials
Contractor shall collect Recyclable Materials from each Residential Customer once per
week, on Wednesdays.
5.2.4 White Goods
Contractor shall provide curbside pickup and disposal service of White Goods to each
Residential Customer once per month pursuant to the same schedule as Bulk Trash.
5.2.5 Bulk Trash
Bulk Trash shall be picked up curbside on a monthly basis.
5.2.6 Services to the Handicapped
Contractor shall provide, at no additional charge, back -door Collection Services (except
for Bulk Trash, White Goods and Bundled Yard Trash) to handicapped persons as determined by
and upon the request of the Village Manager.
5.2.7 Option of Services to Multi -Family and Commercial Porperties
Although not included within the Scope of Services for this Agreement, if requested by
the Village, or multi -family and/or commercial property owners, Contractor shall provide an
estimate or quotation for collection, disposal and recycling services for such properties.
Collection and recycling services may be provided by Contractor pursuant to a separate
agreement with the multi -family or commercial property owner or the Village.
Nothing included herein shall prevent the Village, in the Village's sole discretion, to
grant the Contractor the exclusive franchise or right to provide Services to multi -family and
commercial properties pursuant to this Agreement, with the pricing to be negotiated between the
parties.
5.3 Village Collections and Special Events
Garbage, Solid Waste, and Yard Trash shall be collected from Village Government
Facilities, at no additional charge or cost to the Village, three (3) times per week. Recyclable
Materials shall be collected from the Village Government Facilities once per week ("Village
Collections").
Village Special Events
4th of July Event - Contractor shall supply the Village with a 40' roll -off container or
equivalent for the 4th of July Event, at no additional charge or cost, and provide collection
and disposal services for Garbage and Recyclable Materials.
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Lighthouse Run Event - Contractor shall supply the Village with a 10' roll -off container
or equivalent for the Lighthouse Run that takes place on the second Saturday in
November, at no additional charge or cost, and provide collection and disposal services
for Garbage and Recyclable Materials.
Special Event Receptacles — Contractor shall supply the Village with three hundred
(300) corrugated receptacles, size 18 x 18 x 36" with a 50 gallon capacity at no additional
charge or cost.
5.4 Changes to Schedule
Any requested or proposed changes to the approved Schedule shall require the prior written
approval of the Village Manager ("Modified Schedule"). In the event that the Village approves a
Modified Schedule, Contractor shall notify each affected Residential Customer at least seven (7)
days prior to the effective date of any Modified Schedule, in a newspaper of general circulation
in the Village and by direct notification to each Residential Customer. The cost of publication
shall be borne solely by Contractor.
5.5 Hours of Collection
Collection Services performed pursuant to this Agreement shall begin no earlier than 7:00 a.m.,
and shall be completed no later than 4:00 p.m. Collection shall occur consistent with the
approved Schedule and only on Monday, Tuesday, Wednesday, Thursday or Friday. Collection
Services shall not take place on Saturday, Sunday or on Holidays (refer to section 6.2). In the
case of an emergency or breakdown of Collection Vehicles, Collection Services may be
temporarily permitted on Sundays or during times not permitted by this paragraph, provided
Contractor has received prior verbal approval from the Village Manager, to be later evidenced by
a written memorandum from the Village Manager confirming the approval.
5.6 Protection of Property
Contractor shall conduct Collection Services in such a manner as to avoid damage to private and
public property, including, but not limited to, carts, racks, trees, shrubs, flowers, other
landscaping and plants, driveways, pavers and mailboxes, and shall promptly repair or pay for
any damage caused by its operations after a reasonable time to investigate such claims (not to
exceed ten (10) days). In the event that repairs are not made or damage paid for within ten (10)
working days after the damage occurred to the satisfaction of the Village Manager, the Village
Manager may authorize and have such repairs made or pay for such damage and deduct the cost
from amounts due to Contractor pursuant to this Agreement. Contractor shall provide Collection
Services with minimum disturbance to Residential Customers and to the neighborhood.
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5.7 Spillage
Contractor shall make every effort to minimize spills or leaks from Collection Vehicles, litter,
and spillage occurring on public or private property as a result of Collection Services. In the
event of any litter, leaks or spillage caused by Contractor, Contractor shall clean up such spillage
within four (4) hours of notice to Contractor from the Village or a Residential Customer. In the
event that litter or spillage is not picked up or cleaned up within four (4) hours, the Village may,
in its sole discretion, pick up the litter or spillage and deduct such costs for pickup or cleanup
from amounts owed Contractor pursuant to this Agreement.
6. Other Collections
6.1 Severe Weather/Emergencies
6.1.1 Emergency Collections/Charges
In case of severe weather which may create a danger to Contractor's employees or the
public, the Village Manager may grant Contractor the right temporarily to vary from the
approved Schedule. In the case of severe weather or emergencies where it is necessary for
Contractor to acquire additional Collection Vehicles and to hire extra crews to clear the Village
of debris resulting from the severe weather ("Emergency Collections"), Contractor shall be
required to cooperate with the Village in all possible ways for the efficient and rapid clean-up of
the Village. The necessity of Emergency Collections may only be determined upon mutual
consent of the Village Manager and Contractor. Such cooperation shall include undertaking
steps necessary for an appropriate response to the emergency, including reasonable assistance to
the Village at the Village Manager's request for extra collections both before and after the
emergency.
Contractor shall receive extra compensation above that set forth in this Agreement for
Emergency Collections, provided Contractor has first secured prior written authorization from
the Village Manager based on rates jointly agreed to by the Village Manager and Contractor. The
Village may contract with other firms or units of government to provide the Emergency
Collections. As soon as practical after severe weather or an emergency, Contractor shall advise
the Village Manager and Residential Customers of the estimated time required before Regular
Schedules can be resumed. At the Village's sole discretion, Contractor may be required to
provide emergency services at the rates mutually agreed to by the Village Manager and
Contractor.
6.1.2 Hurricane/Disaster Response Plan
Contractor shall within thirty (30) days of execution of this Agreement submit to the Village a
final Hurricane/Disaster Response Plan ("Emergency Plan") detailing variations from the regular
services and outlining its responsibilities as well as instructions to Residential Customers.
Specifically, the Emergency Plan shall address the following: (1) instructions for Residential
Customers; (2) modified pick-up schedules; (3) pruning and trimming of vegetation; (4) bulky
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waste; and equipment management. In the case of a hurricane, the Emergency Plan shall cover
all phases of the emergency from warning, through the various aspects of public/private
response, and ending with the recovery phase of the emergency. The Emergency Plan shall
apply not only to hurricanes, but to all severe weather events and events declared emergencies by
the Village.
6.2 Holidays
Contractor shall be obligated to provide Collection Services on holidays, except Holidays
defined as Independence Day, Thanksgiving Day and Christmas Day. Contractor shall collect
Residential Customers affected by these Holidays on the next scheduled collection day.
6.3 Special Pickups
From time to time, the Village or Residential Customers may have the need for Solid Waste
pickups, including Garbage, Yard Trash, White Goods, Special Waste, and Bulk Trash, outside
of and in addition to the Schedule ("Special Pickups"). Contractor shall provide Special Pickups
as requested by the Village or Residential Customer within five (5) working days from the date
of the request. Special Pickups requested by a Residential Customer shall be paid directly to the
Contractor by the Residential Customer. Prior to making a Special Pickup for a Residential
Customer, Contractor shall provide that Residential Customer with a firm written proposal as to
the total cost of the Special Pickup. No additional costs beyond those listed in the written
proposal may be charged by Contractor. Notwithstanding the provisions of this section, the
Village reserves the right to contract with other entities or to provide directly for Special
Pickups.
7. Contractor's Personnel
Contractor shall provide, at its own expense, all labor, personnel and supervision necessary to
provide the Collection Services as set forth in this Agreement.
7.1 Contractor's Officer(s)
Immediately upon execution of this Agreement, Contractor shall assign a qualified person or
persons to supervise and be responsible for Collection Services under this Agreement
("Responsible Person"). The Responsible Person shall be available at all times and the
availability of communication between the Village and the Contractor shall be unencumbered
seven (7) days a week, 24 hours a day. Contractor shall provide to the Village, in writing, the
name, home telephone, pager, and mobile phone numbers of this person or persons. Contractor
shall also provide to the Village information regarding the Responsible Person's experience and
qualifications.
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7.2 Assignment of Employees
Specific Contractor employees shall be assigned to regularly service each Residential Customer.
Contractor recognizes that Residential Customers enjoy having employees regularly scheduled to
service their homes and shall make every effort to insure consistency in the employees servicing
each route.
7.3 Conduct of Employees
Contractor employees shall serve the public in a courteous, helpful, and impartial manner when
providing Collection Services pursuant to this Agreement. Contractor's employees shall use
available sidewalks or other walkways for pedestrians. Trespassing by employees shall not be
permitted. Employees shall not cross the property of one Residential Customer in order to
service another Residential Customer unless residents or owners of both such properties have
given written permission.
7.4 Employee Uniforms
While providing Collection Services, Contractor employees shall wear a clean uniform including
a shirt or overalls bearing the name of Contractor and the employee's first name written in letters
at least one inch high, uniform in type. Contractor shall keep a record of employees' names,
numbers, and route assignments to allow identification of the employees at all times. Contractor
shall provide its then current employee list and route assignments to the Village upon request by
the Village Manager.
7.5 Residents
Contractor shall, wherever reasonably practical, recruit and employ its personnel performing
services under this Agreement from among residents of the Village.
7.6 Equal Opportunity; No Discrimination
No person shall be denied employment by Contractor for reasons of race, sex, national origin,
creed, age, religion or sexual orientation.
7.7 Full Time Employees
All employees assigned to provide Collection Services in the Village shall be full-time or regular
part-time Contractor employees and shall not be subcontractors.
7.8 Dismissal
Contractor shall, upon receipt of a request from the Village Manager specifying cause,
immediately exclude any employee of Contractor from providing Collection Services pursuant to
this Agreement.
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8. Collection Vehicles and Equipment
8.1 Quality and Quantity
Contractor shall have on hand at all times and in good working order such Collection Vehicles,
equipment, machinery, tools, accessories, and other items necessary to perform Collection
Services under this Agreement (collectively "Collection Equipment"). Collection Equipment
shall be obtained from nationally known and recognized manufacturers of garbage collection,
recycling, and disposal equipment. All Collection Equipment shall be kept in good repair and
appearance and in a sanitary and clean condition at all times.
8.2 Collection Vehicles, Equipment Description and Replacement
All Collection Vehicles and other vehicles used by Contractor to provide Collection Services
("Other Vehicles") shall be equipped with state-of-the-art communication equipment capable of
providing direct communication with the Village, including, but not limited to portable cellular
telephone devices. All Collection Vehicles and Other Vehicles are to be painted uniformly with
the name of Contractor, business telephone number, and the number of the vehicle in letters not
less than five (5) inches high on each side of the vehicle. All Collection Vehicles and Other
Vehicles shall be numbered and a record shall be kept as to the utilization of the vehicle to which
each number is assigned. Contractor shall provide like new equipment at start-up and shall
maintain all equipment in good repair and condition accordance with the equipment's life
expectancy. The Village Manager may require the repair or replacement of equipment as
reasonably necessary.
8.3 Reserve Collection Equipment
Contractor shall have available reserve Collection Equipment that can be put into service on the
same day of any breakdown. Such reserve Collection Equipment shall correspond in size and
capacity to the Collection Equipment regularly used by Contractor to perform the Collection
Services.
8.4 Advertising
No advertising or messages shall be permitted on Collection Vehicles with the exception of the
logo of the Contractor. Any public service signage shall first be approved by the Village.
9. Containers
9.1 General
Solid Waste, including Garbage, Yard Trash, and other non -bulk trash shall be placed in either a
Garbage Container or a disposable garbage bag by Residential Customers.
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9.2 Handling of Containers
Garbage Containers shall be handled carefully by Contractor, shall not be bent or otherwise
abused, and shall be thoroughly emptied and then left upright. Covers on Garbage Containers
and lids shall be put securely and properly in place and Garbage Containers returned pursuant to
Section 5.1 of this Agreement. In the event of damage caused by Contractor to Garbage
Containers, other than normal wear and tear, Contractor shall be responsible for the timely repair
or replacement of the Garbage Container within four (4) days of receiving a complaint from the
Residential Customer or the Village Manager.
9.3 Garbage Containers
Garbage Containers shall be provided by Contractor in accordance with Section 3.4 of this
Agreement.
9.4 Recycling Containers
Recycling Containers shall be provided by Contractor in accordance with Section 3.3 of this
Agreement.
10. Disposal of Solid Waste
Contractor hereby represents and warrants to the Village that it shall dispose of the Solid Waste
collected pursuant to this Agreement at a Solid Waste Disposal Facility. Contractor shall notify
the Village in writing from time to time which Solid Waste Disposal Facility is being used for
Solid Waste collected pursuant to this Agreement ("Current Solid Waste Disposal Facility").
Contractor may not utilize a Solid Waste Disposal Facility with a Tipping Fee greater than that
currently charged by Miami -Dade County per ton without prior written approval of the Village
Manager.
11. Compensation to Contractor
11.1 Monthly Residential Fee
As indicated more specifically on Attachment "A" ("Rate Schedule"), the Village shall pay
Contractor the sum of $44.85 per month per Residential Customer (the "Monthly Residential
Fee") as full compensation for the performance of Regularly Scheduled Residential Collection
and Disposal Services, including Garbage Collection twice a week, Yard Trash Collection once a
week, Recyclable Materials Collection once a week, and Bulk Trash and White Goods Removal
monthly pursuant to the Bulk Trash Schedule. This Rate Schedule is based upon 1300 units.
The number of Residential Customers may be adjusted quarterly in accordance with Certificates
of Occupancy issued for new Residential Customers.
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11.2 No Fee for Village Collections/Roll-Off Container
There shall be no compensation paid Contractor for collections from the roll -off containers or
from small containers for Village Collections and Special Events as specified in Section 5.3 of
this Agreement that are located at Village -owned, occupied or operated property and facilities,
including, but not limited to Village Government Facilities.
12. Billing
12.1 Residential Billing
The Village shall be solely responsible for the billing of all Residential Collection Services in
order to offset Village's costs hereunder. Contractor shall be responsible for billing of Special
Pickups.
12.2 Invoices
Contractor shall submit an invoice to the Village by the 10th of each month for Residential
Collection Services rendered during the preceding month. Payments will be made to Contractor
by the Village on or before the 20th day of the following calendar month upon verification of the
invoice submitted. The total number of Residential Customers served shall be furnished by
Contractor to the Village along with each invoice.
12.3 Billing Adjustment Procedures
On the first day of each quarter, the number of Residential Customers may be adjusted by the
Village, if necessary, to correspond with Collection Services being provided. The Village
Manager will notify Contractor verbally, and will confirm in writing within 15 days of any
Residential Customer to which Collection Services should be terminated and of any Residential
Customer to which Collection Services should be commenced. Collection Services shall
commence or terminate as appropriate at the next regularly scheduled pickup after verbal
notification.
12.4 Cost of Living Adjustments
Beginning on October 1, 2016 and annually thereafter, Contractor may petition the Village to
adjust the collection and hauling component of the rates to reflect the cost of doing business,
measured by the fluctuation in the Consumer Price Index (CPI) (All Urban Consumers,
Miami -Fort Lauderdale, Florida) as published by the U.S. Department of Labor, Bureau of Labor
Statistics or its successor agency. The Contractor's request shall contain reasonable proof and
justification to support the need for the rate adjustment. The Village 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 Village 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 Village. The Village shall make a reasonable
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determination based upon the documentation provided in reaching its decision. In the event an
adjustment is granted, the collection and hauling component shall be adjusted by 100% of the
percentage change in the CPI from the previous July to July of the year in which the adjustment
is effected (but not to exceed 5% per annum).
12.5 Changes in Disposal Charges
In the event that the disposal charges charged to Contractor at the current Solid Waste Disposal
Facility should increase or decrease, the Village Manager, not more frequently than once per
Village fiscal year, upon written request from Contractor by October IS`, shall adjust the Monthly
Residential Fee in accordance with such demonstrated change. The change in Monthly
Residential Fee due to disposal adjustments shall not exceed 5% in any calendar year. In order
to justify any increase in the Monthly Residential Fees, Contractor shall provide to the Village
Manager with the following substantiating evidence:
a. documentation demonstrating the increase in disposal charges paid for four (4)
consecutive months prior to the request for the increase; and
b. the publication or other evidence announcing the disposal fee increase.
12.6 Extraordinary Increases in Cost Adjustment
The Contractor may petition the Village to adjust Contractor's rates based upon unusual and
unanticipated increases in the cost of doing business not caused or occasioned by Contractor,
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 therefor. The Village 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 therefor.
"Change in Law" means (i) 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 (i) or (ii)
establishes requirements materially affecting the Contractor's operation under this Agreement
and 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 Village may request from the Contractor, and the Contractor
shall provide, such further information within its possession as may be reasonably necessary in
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making its determination. The Village 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 Village. The Village shall make a reasonable determination based upon the documentation
provided in reaching its decision.
12.7 Fuel Costs
There may be an adjustment in the base rate for Contractor should the cost of fuel increase
significantly during the term of this Agreement. The base diesel fuel price per gallon for
consideration of such a change is $2.83 per gallon as per the U.S. Energy Information
Administration, and should the cost of diesel fuel rise above that base level by more than 10%,
upon the written request of the Contractor and substantiating evidence demonstrating a
continuous increase in fuel costs over the past four (4) months, the Village shall adjust the base
rate of the Contractor. The first potential adjustment may be requested after the first year of the
initial Term of this Agreement or on or after October 1, 2016. The actual methodology to be
used to determine the amount of the adjustment in the base rate shall be agreed upon by mutual
consent of the Village and the Contractor prior to implementation. Under no circumstances shall
this increase in the base rate for fuel costs exceed 7% of the amount of the initial base rate for
services provided in the initial Term of this Agreement. Additionally, this increase in the base
rate for fuel costs shall not be included in the base rate for any renewal terms of this Agreement
as provided in Section 2.
13. Ownership of Recyclable Materials
Contractor shall be the owner of all Recyclable Materials it collects from Residential Customers
and may recycle, process or sell the Recyclable Materials, in its discretion. Neither the Village
nor the Residential Customers shall be entitled to the proceeds of any sale by Contractor of
processed or unprocessed Recyclable Materials.
14. Newsletter
Contractor shall, at Contractor's sole cost, publish an annual Newsletter with prior Village
approval providing Residential Customers with information concerning a wide range of solid
waste management topics designed to facilitate collection, transportation and disposal of Solid
Waste and Recyclable Materials as well as to produce savings in the performance of Contractor's
services.
15. Agreement Performance
15.1 Supervision by Village Manager
Contractor's performance of this Agreement shall be supervised by the Village Manager or his
designee. If at any time during the Initial Tenn or any Renewal Term of this Agreement,
performance is considered unsatisfactory to the Village Manager or his designee or in breach of
this Agreement, Contractor shall immediately take all steps necessary to cure or remedy the
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breach and perform this Agreement, including, but not limited to, increasing or improving its
work force, tools, and Collection Equipment as needed. The failure of the Village Manager to
give such notification shall not be a precondition to the exercise of other rights of the Village
under this Agreement nor relieve Contractor of its obligation to perform in the manner specified
in this Agreement.
15.2 Contractor Performance Disclosure
Contractor shall furnish the Village Manager any information directly related to this Agreement
deemed reasonably necessary by the Village Manager to ascertain whether or not Collection
Services are being performed in accordance with the requirements of this Agreement.
15.3 Inspection
The Village Manager or his designee may inspect Contractor's operations and equipment upon
reasonable notice to Contractor. Contractor shall permit the Village Manager or his designee to
make such inspections at reasonable times and places.
16. Complaints and Complaint Resolution/Penalties
16.1 Complaint Line
Contractor shall maintain a telephone complaint line ("Complaint Line") where complaints can
be received from Residential Customers. In the event of a dispute between Contractor and a
Residential Customer as to whether an item falls within a particular category of Solid Waste or
Prohibited Waste, the situation will be reviewed and resolved by the Village Manager in the
reasonable exercise of his/her sole discretion.
16.2 Complaint Register
Contractor shall prepare and maintain, in accordance with a format approved by the Village
Manager, a written register of all complaints received, and indicating the disposition of each
complaint ("Complaint Register"). The Complaint Register shall be available for inspection by
the Village Manager at all times during which the office is open. The Complaint Register shall
indicate, at a minimum, the name and address of the complainant, the date and hour on which the
complaint was received, the nature of the complaint, the manner in which the complaint was
resolved and action taken to remedy the complaint, and the date and hour on which it was
resolved. The Complaint Register shall be submitted to the Village Manager each week.
16.3 Response to Complaints
All complaints shall be resolved by Contractor within 24 hours from the time of Contractor's
receipt of a complaint from a Residential Customer or receipt of notice from the Village. When a
complaint or Village notice is received on the day preceding a Holiday, or on a weekend, it shall
be resolved no later than the next working day.
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16.4 Disputes
Unresolved disputes between Contractor and Residential Customers shall be referred to the
Village Manager or his designee, whose decision shall be final and binding.
16.5 Penalties
Contractor shall be assessed penalties by the Village for failure of performance in accordance
with the Penalty Schedule attached as Attachment "B", which shall be deducted monthly from
payments due Contractor by the Village.
16.6 Monthly Meetings
Contractor shall have a monthly meeting with the Village to discuss services provided.
17. Annual Reports
For purposes of this section, Contractor agrees to utilize the Village's fiscal year as the period for
annual reporting. On or before December 1st, following each fiscal year, Contractor shall submit
to the Village a report ("Annual Report") containing the following information for the previous
fiscal year:
a. Total Solid Waste tonnage collected.
b. Total Tipping Fees paid to dispose of the Solid Waste.
c. Gross Billing for all Residential Solid Waste collection, including all Special
Pickups, within the Village's Service Area.
d. Total Recyclable Material collected by category.
e. Proof that all insurance and bonds required by this Agreement are in effect.
f. Other information and data as requested by the Village Manager, except
information which is properly withheld by Contractor as confidential under
Florida law.
g. Complaint Register.
Contractor shall be assessed penalties for failure to submit the Annual Report on a timely basis,
in accordance with the penalty schedule attached as Attachment "B." The amount of the
penalties shall be deducted from payments due Contractor by the Village.
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18. Subcontractors
Contractor shall not employ subcontractors to perform services pursuant to this Agreement
without the prior written approval of the Village.
19. Performance Bond
On or before ten (10) days prior to commencement of this Agreement, Contractor shall deliver to
the Village Manager an executed Performance Bond, in the amount of one (1) year of the total
fees to be collected pursuant to this Agreement, as security for the faithful performance of all
requirements and obligations and for the payment of all persons performing labor or furnishing
materials under this Agreement. The Performance Bond shall be in form and substance
acceptable to the Village and Village Attorney and written and signed by a licensed agent of the
State of Florida. The attorney -in -fact or other officer who signs a Performance Bond for a surety
company, shall file with such bond a certified copy of his/her power -of -attorney authorizing
him/her to do so. The address and telephone number of the local representative of the Surety
Company furnishing the performance bond shall be inscribed on the certificate furnished to the
Village. The Performance Bond shall be accompanied by an affidavit executed by a qualified
officer of the company tendering such bond, or by the attorney -in -fact of such company, setting
forth the amount of capital and the amount of surplus held by said surety company as of the last
published report. The surety company issuing the Performance Bond shall be subject to approval
by the Village. Failure to provide the Performance Bond no later than ten (10) days prior to the
commencement date of this Agreement or such alternate date as may be acceptable to the Village
Manager by written notice, shall be considered an Event of Default. Posting the Performance
Bond shall in no way limit or relieve the Contractor of its obligations and liability for damages
pursuant to this Agreement. The Performance Bond shall remain in force for one (1) year from
the date of actual completion of the Services to protect the Village against losses resulting from
latent defects in materials or improper performance of Services under this Agreement. The
Performance Bond shall be renewed and adjusted annually to reflect any increases in amounts
paid Contractor and in accordance with the CPI increase.
20. Indemnification
Contractor shall defend, indemnify and hold the Village, its elected officials, officers, agents, and
employees, from and against and assume all liability for any and all claims, suits, actions,
damages, liabilities, losses, expenditures, judgments, orders, decrees, attorneys' fees, costs,
investigation expenses or causes of actions of any kind (at all trial and appellate levels), arising
out of Contractor's performance or nonperformance under this Agreement, and from all actions
of Contractor's employees, agents and personnel in the course of carrying out the Services or any
business related to the Agreement, including, but not limited to, any claim for bodily injury or
property damage to the premises or property of a Residential Customer or of the Village, and
occurring on or in connection with the use of public streets or other roads. This indemnification
provision shall also apply to claims arising from the Village's negligence, but shall not apply to
claims, losses, expenses or liability arising out of the sole negligence or gross negligence of the
Village. Further, Contractor shall defend, indemnify and hold harmless the Village and any
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Residential Customer from any claim for damages made against Village or Residential Customer
as a result of any injury sustained by an employee of Contractor while upon the premises of the
Village or Residential Customer, including claims arising from the negligence of the Village or
of Residential Customer, but not from claims arising from the intentional wrongful conduct or
the sole negligence or gross negligence of the Village or Residential Customer, respectively.
This indemnification provision shall survive the termination of this Agreement.
21. Insurance
21.1 Insurance Requirements
Contractor shall secure and maintain throughout the duration of this Agreement insurance
of such types and in such amounts not less than those specified herein as satisfactory to
Village, naming the Village as an Additional Insured, underwritten by an insurance company
rated A -X or better by A.M. Best and qualified to do business in the State of Florida. The
insurance coverage shall be primary insurance with respect to the Village, its officials,
employees, agents and volunteers naming the Village as additional insured. Any insurance
maintained by the Village shall be in excess of the Contractor's insurance and shall not
contribute to the Contractor's insurance. The insurance coverages shall include at a minimum
the amounts set forth in this Section and may be increased by the Village as it deems necessary
or prudent.
(a) Commercial General Liability coverage with limits of liability of not less
than a $5,000,000 per Occurrence combined single limit for Bodily Injury
and Property Damage. This Liability Insurance shall also include Premises
and/or Operations, and Completed Operations and Product Liability coverages
and eliminate the exclusion with respect to property under the care, custody and
control of Contractor. The General Aggregate Liability limit and the
Products/Completed Operations Liability Aggregate limit shall be in the
minimum amount of $5,000,000 each.
(b)
(c)
Workers Compensation and Employer's Liability insurance, to apply for all
employees for statutory limits as required by applicable State and Federal
laws. The policy(ies) must include Employer's Liability with minimum limits of
$1,000,000.00 each accident. No employee, subcontractor or agent of the
Contractor shall be allowed to provide Services pursuant to this Agreement
who is not covered by Worker's Compensation insurance.
Business Automobile Liability with minimum limits of $5,000,000 per
Occurrence, combined single limit for Bodily Injury and Property Damage.
Coverage must be afforded on a form no more restrictive than the latest
edition of the Business Automobile Liability policy, without restrictive
endorsements, as filed by the Insurance Service Office, and must include
Owned, Hired, and Non -Owned Vehicles.
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(d) Pollution Liability Insurance with minimum limits of Five Million Dollars
($5,000,000) per Occurrence, to include transportation and vehicles, on and
off -site liabilities, clean-up costs, bodily injury and property damage, and
disposal sites.
(e) Certificate of Insurance. Certificates of Insurance shall be provided to the
Village, reflecting the Village as an Additional Insured, no later than ten (10)
days after award of this Agreement and prior to the execution of the
Agreement by the Village and prior to commencing any Services. Each
certificate shall include no less than (30) thirty -day advance written notice to
the Village prior to cancellation, termination, or material alteration of said
policies or insurance. The Contractor shall be responsible for assuring that
the insurance certificates required by this Section remain in full force and
effect for the duration of this Agreement, including any extensions or
renewals that may be granted by the Village. The Certificates of Insurance
shall not only name the types of policy(ies) provided, but also shall refer
specifically to the Agreement and shall state that such insurance is as
required by the Agreement. The Village reserves the right to inspect and return
a certified copy of such policies, upon written request by the Village. If a
policy is due to expire prior to the completion of the Services, renewal
Certificates of Insurance shall be furnished thirty (30) calendar days prior to
the date of their policy expiration. Each policy certificate shall be endorsed
with a provision that not less than thirty (30) calendar days' written notice
shall be provided to the Village before any policy or coverage is cancelled
or restricted. Acceptance of the Certificate(s) is subject to approval of the
Village.
(f)
(g)
Additional Insured. The Village is to be specifically included as an
Additional Insured for the liability of the Village resulting from Services
performed by or on behalf of the Contractor in performance of this
Agreement. The Contractor's insurance, including that applicable to the
Village as an Additional Insured, shall apply on a primary basis and any
other insurance maintained by the Village shall be in excess of and shall not
contribute to the Contractor's insurance. The Contractor's insurance shall
contain a severability of interest provision providing that, except with
respect to the total limits of liability, the insurance shall apply to each Insured
or Additional Insured (for applicable policies) in the same manner as if
separate policies had been issued to each.
Deductibles. All deductibles or self -insured retentions must be declared to and
be reasonably approved by the Village. The Contractor shall be responsible for
the payment of any deductible or self -insured retentions in the event of any
claim.
(h) The provisions of this section shall survive termination of the Agreement.
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22. Events of Default by Contractor
Each of the following events or conditions shall constitute an "Event of Default" by Contractor
for the purposes of this Agreement:
22.1 Failure to comply
Any failure by Contractor to perform or comply with the terms and conditions of this
Agreement.
22.2 Insolvency or filings against Contractor
Filing by or against Contractor or the Performance Bond surety of a bankruptcy,
receivership, assignment for the benefit of creditors, liquidation, dissolution, composition or
reorganization, petition or other insolvency proceeding.
22.3 Failure to provide Collection Service
Failure by Contractor to provide Collection Services for a period of three (3) consecutive days,
excluding Sundays, Holidays, and natural disasters.
22.4 Complaints
Complaints constituting verified deviations from Contractor's duties or obligations under
this Agreement in any calendar month in excess of 20 per month.
22.5 Unresolved Problems
Not resolving legitimate complaints of missed service within the time frame specified
five (5) or more times in any calendar month.
22.6 Misrepresentation
If any representation or warranty furnished by Contractor in this Agreement is found to
be false or misleading in any material respect.
22.7 Inspection refusal
Refusal of Contractor to allow inspection or review of records.
22.8 No Annual Report
Failure to provide the annual report.
23. Remedies Upon Default By Contractor
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This Agreement may be terminated by the Village for an Event of Default or if Contractor
breaches a material requirement of this Agreement, provided that the Village gives written notice
of the breach and ten (10) days for a cure of the breach, except where this Agreement expressly
provides otherwise. In such case, the Village may, without recourse to legal process:
a. Immediately terminate this Agreement by delivery of a written notice of
termination to Contractor;
b. Seek recovery on the Performance Bond;
c. Exercise all remedies available at law or at equity or other appropriate
proceedings, including bringing an action or actions from time to time for
recovery of amounts due and owing to the Village, and/or for damages which
shall include all costs and expenses reasonably incurred in exercise of its remedy,
and/or for specific performance.
24. Termination Rights of Village
In addition to the remedies identified in Section 23, the Village shall have the right to terminate
this Agreement, in its sole discretion, for convenience, at any time, by giving thirty (30) days
prior written notice to Contractor. In such event, the Village shall pay to the Contractor
compensation for Services rendered through the effective date of termination. In no event shall
the Village be liable to Contractor for any additional compensation, or for any consequential or
incidental expenses, damages, or costs. Contractor recognizes that it shall not have a similar
right of termination and acknowledges that other covenants of this Agreement support this
provision.
25. Representations and Warranties of Contractor
Contractor represents and warrants to the Village as follows:
a. Certain times during the year, the quantity of Solid Waste to be disposed of is
materially increased by the influx of visitors. Contractor agrees that seasonal
fluctuation shall not be justification for Contractor to fail to maintain the Regular
Schedules or to justify a rate increase.
b. Contractor has visited and inspected the Village Service Areas and become familiar
with and is satisfied as to the general and local conditions and site conditions that
may affect cost, progress, performance or furnishing of the Services.
c. Contractor is familiar with and is satisfied as to all federal, state and local laws,
regulations and permits that may affect cost, progress, performance and furnishing of
the Services. Contractor agrees that it will at all times comply with all
requirements of all applicable laws, regulations and permits.
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d. All Solid Waste collected by Contractor under this Agreement shall be disposed of at
a duly licensed and permitted Solid Waste Disposal Facility.
e. Contractor has all requisite power, authority, licenses, permits, and franchises, legal,
corporate or otherwise, to execute and deliver and perform its obligations under this
Agreement.
f. Contractor's execution, delivery, and performance of this Agreement has been duly
authorized by, or are in accordance with, its organic instruments, this Agreement has
been duly executed and delivered for it by the signatories so authorized, and it
constitutes its legal, valid, and binding obligation of the Contractor.
g.
Contractor's execution, delivery, and performance of this Agreement shall not result
in a breach or violation of or constitute a default under any agreement, lease or
instrument to which it is a party or by which it or its properties may be bound or
affected.
h. Contractor has not received any notice, nor to the best of its knowledge is there
pending or threatening any notice or any violation of any applicable laws, ordinances,
regulations, rules, decrees, awards, permits or orders which would materially
adversely affect its ability to perform hereunder.
i. Contractor has, or will have, under its control at the date of commencement of
Services under this Agreement, all equipment, machinery, labor, and access to a Solid
Waste Disposal Facility necessary to perform under this Agreement.
26. Compliance with Law
Contractor shall perform its obligations hereunder in compliance with any and all applicable
Federal, State, County and Village laws, rules, and regulations, in accordance with sound safety
practices, and in compliance with any and all rules of the Village relative to the Services.
Contractor shall be responsible for obtaining all governmental permits, consents, and
authorizations as may be required to perform its obligations hereunder prior to commencement
of Collection Services and at all times for the duration of this Agreement.
27. Taxes, Liens, and Fees
At all times during the existence of this Agreement, Contractor shall pay on or before the due
date all taxes, fees, and assessments which may be levied upon or in connection with the
Services provided pursuant to this Agreement, equipment, or its operation, including but not
limited to commercial personal property taxes, sales taxes, and intangible taxes, and Contractor
shall pay on or before the due date any other charge of any character which may be imposed by
any public authority as an incident to title to, ownership or operation of the equipment. In the
event that any lien or encumbrance of any nature relating to Contractor's equipment or the
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operation or maintenance thereof is filed upon the Village, Contractor shall have 30 days from
the date of written notice by the Village to have such lien or encumbrance bonded off or
discharged.
28. Access to Books and Records
Contractor shall maintain adequate records of all Solid Waste Collection and Recycling Services.
The Village Manager shall have the right to audit, inspect, and review all records, including, but
not limited to, the Residential Customer list served pursuant to this Agreement, maintained by
Contractor upon 48 hours written notice. On a monthly basis, Contractor shall provide to the
Village the previous month's volume of Solid Waste and Recyclable Materials collected under
this Agreement. Contractor shall provide a copy of the Annual Report of its parent, which
includes Contractor, by March 30 of each year. Such Annual Report shall contain an annual
audit of Contractor's books and records by a certified public accountant prepared in accordance
with generally accepted accounting principles.
The Village or any of its duly authorized representatives shall, until three (3) years after termination
of this Contract, have access to and the right to examine any of the Contractor's books, ledgers,
documents, papers, or other records involving transactions related to this Agreement ("Records")
for the purpose of making audit, examination, excerpts, and transcriptions. In addition, the
Contractor agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes
The Contractor agrees to include in any subcontractor contracts corresponding provisions for the
benefit of Village providing for retention and audit of records. The right to access and examination
of records stated herein and in any subcontracts shall survive termination or expiration of this
Agreement and continue until disposition of any mediation, claims, litigation or appeals related to
this Project. The Village may cancel and terminate this Agreement immediately for refusal by the
Contractor to allow access by the Village Manager or his designee to any Records pertaining to
Services performed under this Agreement that are subject to the provisions of Chapter 119, Florida
Statutes.
29. Public Awareness Program
Contractor annually shall, at its sole cost, assist the Village, within reason, with a Public
Awareness Program by distributing door hangers, stickers, flyers, Newsletters or other medium
to Residential Customers, as requested by the Village. Additionally, it is Contractor's
responsibility to provide information to the Village about those Residential Customers who
repeatedly do not prepare or set out their Recyclable Materials or Solid Waste as specified within
this Agreement. Contractor shall also distribute to each Residential Customer, within reason,
information in a readily available, handy, and convenient form, a Schedule of specific dates for
each year of the Term of the Agreement, for Bulk Trash and White Goods collection, including
collection sites and other instruction to Residential Customers.
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30. Notices and Changes of Address
Any notices required by this Agreement shall be in writing and shall be deemed to have been
properly given if transmitted by hand -delivery, by registered or certified mail with postage
prepaid return receipt requested, or by a private postal service, addressed to the parties (or their
successors) at the following addresses:
The Village should be addressed as follows:
The Village of Key Biscayne, Florida
88 West McIntyre Street
Key Biscayne, Florida 33149
Attn: Village Manager
With a required copy to:
Stephen J. Helfman, Esq.
Weiss Serota Hellman Cole & Bierman, P.L.
2525 Ponce De Leon Boulevard, Suite 700
Coral Gables, Florida 33134
Contractor should be addressed as follows:
Southern Waste Systems LLC
790 Hillbrath Drive
Lantana, Florida 33462
Attn: Anthony Badala, General Manager
Any party may designate a change of address by written notice to the other party, received by
other party at least ten (10) days before the change of address is to become effective.
31. No Waiver
The failure of Contractor or the Village to insist upon the strict performance of the terms and
conditions of this Agreement shall not constitute or be construed as a waiver or relinquishment
of either party's rights to thereafter enforce their rights in accordance with this Agreement in the
event of a continuing or subsequent default on the part of Contractor or the Village.
32. Severability
In the event that any clause or provision of this Agreement or any part thereof shall be declared
invalid, void or unenforceable by any court having jurisdiction, such invalidity shall not affect
the validity or enforceability of the remaining portions of this Agreement.
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33. Binding Effect
This Agreement shall be binding upon the parties hereto, their heirs, administrators, successors,
and assigns.
34. Assignment
Contractor shall not assign, sell, transfer or dispose of the rights or obligations of this Agreement
in any manner whatsoever without the express prior written consent of the Village. The Village
shall have full discretion to approve or deny, with or without cause, any proposed sale, transfer
or assignment by Contractor. Any assignment, sale or transfer of this Agreement made by
Contractor without the express written consent of the Village shall be an Event of Default of this
Agreement and cause for immediate termination of this Agreement by the Village upon written
notice to Contractor. This Agreement shall be deemed immediately terminated as of the date of
such notice, and, upon such termination, all liability of the Village under this Agreement to
Contractor shall cease, and the Village shall have the right to call the Performance Bond and
shall be free to negotiate with any other person or company for Collection Services in the Service
Area which is the subject of this Agreement. In the event the Village agrees to an assignment,
sale or transfer of the rights or obligations of this Agreement, the assignee shall fully assume all
the liabilities and obligations of Contractor under this Agreement.
35. Complete Agreement
This Agreement along with the Village of Key Biscayne Solid Waste RFP which selected
Contractor, and the proposal submitted by Contractor in response to the RFP, when executed,
together with the Attachments, as provided for in this Agreement, shall constitute the entire
Agreement between both parties and this Agreement may not be amended, modified or
terminated except by writing signed by both parties. Where those terms of the Agreement, the
Solid Waste RFP and the proposal submitted by the Contractor conflict, the terms of this
Agreement shall prevail. When the terms of the proposal and the RFP conflict, the terms of the
proposal shall prevail. The Village Manager is authorized to act on behalf of the Village
hereunder.
36. Independent Parties
Nothing contained in this Agreement shall be deemed or construed for any purpose to establish,
between Village and Contractor, a partnership or joint venture, a principal -agent relationship or
any relationship other than an independent contractor.
37. Force Maieure
The performance of any act by the Village or Contractor hereunder may be delayed or suspended
at any time while, but only so long as, either party is hindered in or prevented from performance
by acts of God, the elements, war, rebellion, strikes, lockouts or any other cause beyond the
reasonable control of such party, provided however that the Village shall have the right to
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provide substitute services from third party contractors or Village forces and in such event the
Village shall withhold payment due Contractor for such period of time. If the condition of force
majeure exceeds a period of seven (7) days, the Village may, at its sole option and discretion,
terminate or renegotiate this Agreement.
38. Time of the Essence
Time is of the essence with respect to each and every term and condition of this Agreement, and
the performance of all Services required pursuant to this Agreement.
39. Amendment
The parties hereby irrevocably agree that no attempted amendment, modification, discharge or
change of this Agreement shall be valid and effective, unless both parties shall agree in writing
to such amendment.
40. Attorneys Fees; Prevailing Party
In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled
to recover its attorneys' fees and costs, including the fees and expenses of any paralegals, law
clerks and legal assistants, and including fees and expenses charged for representation at both the
trial and appellate levels.
41. Gender and Use of Singular and Plural
All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the party or parties, or their personal representatives, successors, and assigns may
require.
42. Counterparts
This Agreement and any amendments may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.
43. Headings
The article and section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of the Agreement.
44. Governing Law/Waiver of Jury Trial
This Agreement shall be construed in accordance with the laws of the State of Florida and any
proceeding arising between the parties in any manner pertaining to or related to this Agreement
shall, to the extent permitted by law, be held in Miami -Dade County, Florida. Each party hereby
knowingly, voluntarily and intentionally waives any right they may have to a trial by jury in
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respect of any litigation based upon the Agreement or arising out of, under or in connection with
any other agreement contemplated to be executed in conjunction herewith, or any course of
conduct, course of dealing, statements (whether verbal or written) or actions of any party. This
provision is a material inducement for the parties entering into this Agreement.
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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto execute
and subscribe their names to this instrument on the date first above written.
VILLAGE:
THE VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation
Conchita H. Alvarez, MMC, Village Clerk
Approved as to Form and Legal Sufficiency:
e Attorney
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Witnesses:
nom.
Print Name: e;
34
CONTRACTOR:
SOUTHERN WASTE SYSTEMS, LLC, a
Florida limited liability company
By: Southern Waste Systems Holdings, L.P., a
Delaware limited partnership, its Manager
By: Southern Waste Holdings Management,
LLC, a Delaware limited liability company, its
General P
By:
Name: Charles Gusmano
Title: Manager
ATTACHMENT "A"
RATE SCHEDULE
RESIDENTIAL:
Garbage (twice/week)
Yard Trash (once/week)
Recyclable Materials (once/week)
Bulk Trash and White Goods (monthly)
Number of Residential Customers: 1 300
Price per Residential Customer: $44.85
Total Per Month/Annual $44.85/month $538.20/year
One Time Fee per Household
Per Garbage Container $75.00
General Considerations
All of the above prices include collection, disposal, transportation, permits, and licenses required
for providing Collection Services to and for the Village.
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ATTACHMENT "B"
PENALTY SCHEDULE
VIOLATIONS
PENALTY
a.
Failure to collect missed Residential Customers by 8:00 p.m. the same
day when given notice before noon, or by 12:00 p.m. the following
day when given notice between 12:00 p.m. and 5:00 p.m.
$25.00 per incident to maximum of $150.00 per truck
per day
b.
Over twelve (12) legitimate complaints per month
$100.00 per incident
c.
Collection of Residential Solid Waste, Recyclables and/or Bulk Trash
before 7:00 a.m. or after 4:00 p.m.
$100.00 per incident
d.
Failure to clean spillage
$100.00 per incident
e.
Failure to return containers consistent with terms of the Agreement.
$100.00 per incident
f.
Failure to repair damage to Residential Customer property.
$100.00 per incident
g.
Failure to provide documents and reports in a timely manner.
$100.00 per incident
h.
Failure to provide clean, safe, and sanitary equipment.
$100.00 per incident
i.
Not providing schedule and route map
$100.00 per incident
j.
Failure to complete a route on the regular scheduled pick-up day.
$5,000.00 for each route per day not completed
k.
Failure to finish the uncompleted route(s) of the previous day on the
next calendar day.
$1,500 for each failure to complete.
1.
Failure to collect on a holiday, except Thanksgiving Day, Christmas
and Independence Day
$5,000.00 for each failure
m.
Leaving trucks or equipment overnight in Village
$5,000.00 for each incident
ATTACHMENT "C"
VILLAGE SERVICE AREA MAP
Atha nf Section la .