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HomeMy Public PortalAboutAdams Sanitation_Solid Waste RecyclingSOLID WASTE AND RECYCLING COLLECTION FRANCHISE AGREEMENT This Soli Waste and Recycling Collection Franchise Agreement (the "Agreement") is made as of this/ Ljday of August, 2023, by and between the City of Crestview, Florida (the "City"), and Adams Sanitation Holding Company, LLC (the "Franchisee"), a Florida limited liability company. WHEREAS, the City received proposals from interested vendors following a public bid process; and WHEREAS, Franchisee's proposal was scored highest among the proposals received by the City; and WHEREAS, uniform and efficient solid waste and recycling collection can best be provided by a single service provider for the incorporated areas of the City. NOW THEREFORE, in consideration of the mutual covenants, agreements, and considerations contained herein, the parties agree as follows: 1. ARTICLE ONE: DEFINITIONS The following words and expressions shall, wherever they appear in this Agreement, be construed as follows unless a different meaning is clear from the context. Unless the context otherwise indicates, all words shall include the plural as well as the singular number and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. "Acceptable Waste" shall mean Solid Waste, including garbage, rubbish, refuse, residue, incidental amounts of household hazardous waste as permitted by the Florida Department of Environmental Protection, and other discarded solid or semi -solid materials resulting from domestic, commercial, industrial, recycling, resource recovery, agricultural and governmental operations. Acceptable Waste also includes Bulk Waste, Recyclable Materials, White Goods and E-Waste. Acceptable Waste shall not include regulated Hazardous Waste, Medical Waste, Biomedical Waste, Biological Waste, and Infectious Waste. "Agreement" shall mean this Agreement including all attachments and amendments hereto, including Request for Proposals #23-04-28-PS. the terms of which are incorporated herein. In the event of conflict, this agreement supersedes the terms of the RFP. "Biomedical Waste" means any Solid Waste or wastes 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, in the opinion of the Florida Department of Health, represent a significant risk of infection to persons outside the generating facility. "Biological Waste" means Solid Waste that causes or has the capability of causing disease or infection and includes, but is not limited to, Biomedical Waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals. Page 1 of 35 "Council" shall mean the elected Council of the City of Crestview, Florida, which is the governing body of the City. "Bulk Waste" shall mean any waste that requires additional management due to its bulk or weight and shall include, but is not limited to, household furniture, electronics, bicycles, and White Goods. Bulk Waste does not include any form of matter or debris resulting from tree removal, land clearing, or land development. "Bulk Waste Residential Collection Service" means the Bulk Waste collection services provided to persons occupying Dwelling Units within the incorporated limits of the City, including Dwelling Units located in mobile home parks who receive collection services at curbside. Construction and Demolition Debris is not included as Bulk Waste. "Collection" means the process whereby Solid Waste, Bulk Waste, Yard Trash, Recyclable Materials, E- Waste or White Goods is removed and transported to a Designated Facility. "Commercial Property" means any structure used or constructed for use for business operations, including all retail, professional, wholesale and industrial facilities, manufacturing facilities, non-profit enterprises, governmental/public agencies, and any other commercial enterprises offering goods or services to the public. For purposes of this article, the following are also considered commercial properties: Hotels and motels; apartment complexes of greater than five dwelling units if using a central disposal container; mobile home park of greater than five dwelling units if using a central disposal container; multi -family dwelling units of greater than five units if using a central disposal container; trailer/recreational vehicle parks; businesses and institutions, including but not limited to, manufacturing, industrial, institutional enterprises, and other such similar developed property types. "Compactor" means any container that has a compaction mechanism whether stationary or mobile, all inclusive. "Construction and Demolition Debris" "Construction and demolition debris" means discarded materials generally considered to be not water soluble and non -hazardous in nature, including but not limited to steel, glass, brick, concrete, asphalt material, pipe, gypsum wallboard, and lumber, from the construction or destruction of a structure as part of a construction or demolition project or from the renovation of a structure, including such debris from construction of structures at a site remote from the construction or demolition project site. The term includes rocks, soils, tree remains, trees, and other vegetative matter that normally results from land clearing or land development operations for a construction project; clean cardboard, paper, plastic, wood, and metal scraps from a construction project; except as provided in section 403.707(9)(j), F.S., yard trash and unpainted, non -treated wood scraps from sources other than construction or demolition projects; scrap from manufacturing facilities that is the type of material generally used in construction projects and that would meet the definition of construction and demolition debris if it were generated as part of a construction or demolition project, including debris from the construction of manufactured homes and scrap shingles, wallboard, siding concrete, and similar materials from industrial or commercial facilities and de minimis amounts of other non- hazardous wastes that are generated at construction or demolition projects, provided such amounts are consistent with best management practices of the construction and demolition industries. Mixing of construction and demolition debris with other types of solid waste will cause it to be classified as other than construction and Page 2 of 35 demolition debris. "Contamination" means materials other than Recycling Materials and processing residue that cannot be processed or recovered. "Contract Year" means the time from October 1, 2023 through September 30, 2024, and each year thereafter. "CPI" as used herein shall be the revised Consumer Price Index for Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000SEHG), seasonally adjusted, published by the Bureau of Labor Statistics, U.S. Department of Labor. In the event the U.S. Department of Labor, Bureau of Labor Statistics ceases to publish the CPI, the parties hereby agree to substitute another equally authoritative measure of change in the purchasing power of the U.S. dollar as may be then available. "Curbside" means within five (5) feet of that portion of the street right-of-way paralleling any public thoroughfare between the curb line or edge of pavement and abutting property line. If ditching bisects the property and thoroughfare, the Curbside then becomes the roadside of the ditch. This designated location shall be as near as possible to the traveled streets or alley. The intention of a Curbside designation is to allow Collection by the Franchisee's personnel in a rapid manner with walking or reaching minimized "Curbside Residential Solid Waste Collection Service" means the Solid Waste Collection services provided to persons occupying Single -Family Dwelling Units or Multi -Family Dwelling Units within the designated Franchise Area, including Single -Family Dwelling Units located in mobile home parks who receive Collection services at Curbside. "Curbside Residential Yard Trash Collection Service" means the Yard Trash Collection services provided to persons occupying Single -Family Dwelling Units within the designated Franchise Area, including Single - Family Dwelling Units located in mobile home parks who receive Collection services at Curbside. "Designated Facility" means the facility or facilities designated by the City for delivery of Solid Waste, Recycling, Yard Trash, and Bulk Waste collected pursuant to this Agreement. "Disposal" means the discharge, deposit, injection, dumping, spilling, leaking or placing of any Solid Waste or Hazardous Waste into or upon any land or water so that such Solid Waste or Hazardous Waste or any constituent thereof may enter other lands or be emitted into the air or discharged into any waters, including groundwater, or otherwise enter the environment. "Dwelling Unit" shall mean any type of structure or building unit with kitchen facilities capable of being utilized for residential living other than a hotel or motel unit, including houses, condominiums, Cityhouses, apartments, efficiency apartments and mobile homes. "Effective Date" means the date this Agreement becomes effective when executed by the parties. "Electronics/E-Waste" means computers, monitors, keyboards, mice, terminals, printers, modems, scanners, cell phones, televisions and copiers, and other electronic equipment. Page 3 of 35 "Environmental Manager" means the City's Public Services Director or such other person as designated by the City's City Manager to represent the City in the administration and supervision of this Agreement. "Excluded Waste" shall mean any and all debris and waste products generated by land clearing, tree removal, building construction, demolition or alteration activities, public works type construction projects whether performed by a governmental entity or by a contractor, yard waste produced by landscape maintenance contractors, materials deemed by the Environmental Manager to be hazardous waste and items not allowed at the Santa Rosa County, Florida landfill, Okaloosa County Transfer Station, or other approved landfill or transfer station. "Franchise Area" means the specifically described geographic areas exclusively assigned to the Franchisee for the purpose of residential and commercial Solid Waste, Yard Trash, Bulk Waste Collection and Recyclable Materials Collection. For purposes of this agreement, the Franchise Area shall be coterminous with the boundaries of the incorporated limits of City. "Hazardous Waste" means Solid Waste or a combination of Solid Wastes, (even though it may be part of delivered load of waste), which, because of its quantity, concentration, or physical, chemical, or infectious characteristics, may cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a substantial present or potential hazard to human health or environment when improperly transported, disposed of, stored, treated, or otherwise managed. Hazardous Waste shall include all such waste as defined by the Rules of the Florida Department of Environmental Protection Chapter 62-730 F.A.C., or 40 Code of Federal Regulations 261, or both, as either or both may be amended from time to time and to the extent either or both is applicable to the disposal of waste in Florida. Hazardous Waste is not intended to include de minimus amounts of household hazardous wastes as deemed by F.A.C. 62-701.100. "Hotel or Motel" shall mean a structure or building capable of being utilized for residential living where such unit or group of such units is regularly rented to transients or held out or advertised to the public as a place regularly rented to transients for periods of seven days or less. "Transient" has the meaning as defined in Chapter 509, Florida Statutes, or its successor law. "Household Furniture" means all movable compactable articles or apparatus, such as chairs, tables, sofas, mattresses, etc., for equipping a house. "Infectious Waste" means those wastes that may cause disease or may reasonably be suspected of harboring pathogenic organisms. Included are wastes resulting from the operation of medical clinics, hospitals, and other facilities producing wastes which may consist of, but are not limited to, diseased human and animal parts, contaminated bandages, pathological specimens, hypodermic needles, contaminated clothing, and surgical gloves. "Multi -Family Dwelling Unit" shall mean Dwelling Units containing two (2) or more individual Dwelling Units under one common roof. Page 4 of 35 "Performance Bond" shall mean the form of security approved by the City and furnished by the Franchisee, as a guarantee for Franchisee's performance hereunder. "Recyclable Materials" means those materials which are capable of being recycled and which would otherwise be processed or disposed of as Solid Waste. Recyclable materials shall include newspapers (including inserts), corrugated cardboard, mixed paper (including brown paper bags, magazines, phonebooks, junk mail, white and colored paper, and paperboard), aluminum cans, plastic containers and bottles marked with SP codes 1-7, glass bottles and jars, tin and ferrous cans, and other Solid Waste materials added upon agreement between the City and the Franchisee, when such materials have been either diverted from the remaining Solid Waste stream or removed prior to their entry into the remaining Solid Waste stream. "Recycling Cart" means a wheeled container intended for automated or semi -automated collection of recyclable materials, which is a type approved by the City and has a capacity of at least 95-gallons with an attached, tight- fitting lid. Carts will be approved by the City prior to use. "Recycling Facility" means the facility located at any facility accepting Recyclable Materials to which Recyclable Materials from the City are being delivered for processing or transfer to a processing facility. "Residential Recyclable Materials Collection Service" means the Recyclable Materials Collection services, if any, provided to persons occupying Single -Family Dwelling Units, including Single -Family Dwelling Units located in mobile home parks who receive Collection services at Curbside, and Multi -Family Dwelling Units within the designated Franchise Area. "Residential Unit" shall mean one single-family dwelling unit or a multi -family dwelling unit. "Single -Family Dwelling Unit" shall mean Dwelling Units, including single-family residences, or any building or structure containing fewer than two individual Dwelling Units under one common roof. Recreational vehicles not located in recreational vehicle parks and mobile homes shall be considered Single -Family Dwelling Units for the purposes of this Agreement. "Solid Waste" means garbage, rubbish, refuse, trash, or other similar discarded material resulting from domestic, industrial, commercial, mining, agricultural, or governmental operations. It excludes Yard Trash, and Recyclable Materials. "Solid Waste Cart" means a wheeled container intended for automated or semi -automated solid waste collection, which is a type approved by the City and has a capacity of 95 gallons with an attached, tight -fitting lid. Carts will be approved by the City prior to use. White Goods" means discarded washers, dryers, refrigerators, ranges, microwave ovens, water heaters, freezers, small air conditioning units, and other similar domestic large appliances. "Yard Trash" means vegetative matter resulting from landscaping maintenance, including accumulation of lawn, grass, shrubbery cuttings or clippings and dry leaf rakings, palm fronds, small tree branches, bushes or shrubs, green leaf cuttings, fruits, or other matter usually created as refuse in the care of lawns and yards. Page 5 of 35 Franchisee shall inform the customer if items such as tree limbs, tree trunks, etc., exceeding six (6) feet in length and/or the item's diameter is greater than four (4) inches are not eligible for collection, and provide the appropriate remedy to the customer. The total amount collected each week is not to exceed two (2) total cubic yards per customer. Yard Trash shall exclude large branches, trees, or bulky or non -containerized material not susceptible to normal loading and Collection in loader packer type sanitation equipment used for regular Collections from domestic households. Yard Trash shall also exclude treated wood or any form of matter or debris resulting from tree removal, land clearing, land development, building demolition, home improvement, or waste generated by tree surgeons or professional landscapers or landscape maintenance companies. 2 ARTICLE TWO: EXCLUSIVE FRANCHISE 2.1 FRANCHISE AREA The Council hereby grants Franchisee the right, privilege, easement and exclusive franchise to provide collection service for Solid Waste, Yard Trash, Bulk Waste, E-Waste and Recyclable Materials to all Dwelling Units and Commercial Properties within the Franchise Area. Such right, privilege, easement and exclusive franchise shall not extend to the Collection of Biomedical Waste, Biological Waste, Construction and Demolition Debris, Hazardous Waste, Infectious Waste, and Items for Special Pickup. The service right shall be exclusive of all other entities. The Franchise Area shall consist of the entire incorporated limits of the City of Crestview, Florida as may hereafter be expanded or altered by annexation or otherwise. 2.2 EFFECTIVE DATE AND COMMENCEMENT DATE This Agreement shall become effective when executed by both parties. The Service Commencement Date of service shall be October 1, 2023. 2.3 TERM The term of this Agreement shall commence on October 1, 2023, and end on September 30, 2028. There is one, five (5) year renewal option that may be exercised with the mutual agreement of the City and Franchisee, which shall occur, if at all, not later than February 1, 2028. 3 ARTICLE THREE: COLLECTION SERVICES 3.1 CURBSIDE RESIDENTIAL SOLID WASTE COLLECTION SERVICE 3.1.1 Frequency of Collection: The Franchisee shall collect all Solid Waste from Residential Units within the Franchise Area twice per week. Franchisee shall notify all residential accounts under this contract of the schedule (i.e., collection days, description of collection services, etc.) as approved by the City. Such notification will consist of a City -approved brochure to be mailed to all residents and businesses prior to September 1, 2023, at Franchisee's cost. 3.1.2 Point of Pickup of Solid Waste: The Franchisee shall be required to pick up all Solid Waste generated from Dwelling Units which has been placed in a solid waste cart and placed Curbside or at such other single Collection point as may be agreed upon by the Franchisee and the customer. In the event an Page 6 of 35 appropriate location cannot be agreed upon, the Environmental Manager shall designate the location. The Franchisee shall provide this service, without additional charge, at the rear or side of the residence for qualified handicapped persons. Application for such handicap services shall be made by the customer providing to the Franchisee, on a form approved by the City, proof of handicap status as required by Section 320.0848 (1)(b), Florida Statutes, and certifying that no able-bodied person over the age of 18 resides in the household. 3.1.3 Method of Collection: The Franchisee shall provide Curbside Collection for all Dwelling Units. The customer will place Solid Waste in the Solid Waste Cart and place it Curbside. The Franchisee will place the empty Solid Waste Cart Curbside, provided that Franchisee shall not be required to empty carts which are overloaded such that the weight of the cart and solid waste exceeds 2001bs. Franchisee shall also collect small household items that individually do not exceed 50 pounds in weight placed next to the Cart at the Curbside provided said items otherwise meet the definition of acceptable Solid Waste. 3.1.4 Additional Containers: Should the customer require or request an additional Solid Waste Cart, the Franchisee will provide and service the container in accordance with the rates presented in Exhibit "A". 3.2 CURBSIDE RESIDENTIAL YARD TRASH COLLECTION SERVICE 3.2.1 Frequency of Collection: The Franchisee shall collect Yard Trash from Residential Units within the Franchise Area once per week. Franchisee shall, prior to September 1 of each year, after approval by the City, publish the Yard Trash pick-up schedule for the following year. 3.2.2 Point of Pickup of Yard Trash: Collection of Yard Trash shall be at Curbside or other such locations as will provide ready accessibility to the Franchisee's collection crew and vehicle and agreed to by Franchisee and customer. In the event an appropriate location cannot be agreed upon, the Environmental Manager shall designate the location. 3.2.3 Preparation of Yard Trash for Collection: The Franchisee shall pick up all Yard Trash generated from Residential Units which has been properly prepared and stored for Collection as follows: Customers are responsible for separating Yard Trash from all other Solid Wastes, Bulk Waste and Recyclable Materials. Grass clippings, leaves, pine needles, trimmings and other such materials must be bagged and placed at the curbside. Yard Trash shall be bagged as per above or placed in bundles of less than 50 pounds each. Items such as tree limbs, palm fronds, etc., shall be cut in lengths of no greater than six feet, with individual limbs having a diameter of not more than four inches. 3.3 RESIDENTIAL RECYCLABLE MATERIALS COLLECTION SERVICE 3.3.1 Frequency of Collection for Residential Units: The Franchisee shall collect all Recyclable Materials from participating Residential Units within the Franchise Area once per week. 3.3.2 Point of Pickup of Recyclable Material Residential Units: Collection of Recyclable Material shall be at Curbside or other such locations as will provide ready accessibility to the Franchisee's collection crew and vehicle as agreed to by Franchisee and customer. In the event an appropriate location cannot be agreed upon, the Environmental Manager shall designate the location. The Franchisee shall provide this service, without additional charge, at the side of the residence and visible from the street for qualified handicapped persons. Application for such handicap services shall be made by the customer providing to the Franchisee, on a form approved by the City, proof of handicap status as required by Section 320.0848 (1)(b), Florida Statutes and certifying that no able-bodied person over the age of eighteen (18) resides in the household. Page 7 of 35 3.3.3 Cart Delivery: Prior to the Service Commencement Date, Franchisee shall deliver to the customer a 95- gallon recycling Cart which shall have a yellow lid so as to identify the Cart as a recycling cart. The Franchisee will provide the customer with educational literature describing program recyclable materials, proper cart set out, day of service and steps to reduce contamination. 3.3.4 Preparation of Recyclable Material for Collection: The Franchisee shall pick up all Recyclable Materials generated from participating Residential Units which have been properly prepared and stored for Collection as follows: Residents are responsible for separating Recyclable Materials from all other Solid Wastes, Yard Trash and Bulk Wastes. Recyclable Materials to be collected by the Franchisee include newspapers (including inserts), corrugated cardboard, mixed paper (including brown paper bags, magazines, phonebooks, junk mail, white and colored paper, and paperboard), aluminum cans, plastic containers and bottles marked with SP codes 1-7, glass bottles and jars, and tin and ferrous cans. The City may add additional material types for Collection, with the approval of the Franchisee. Recyclable Materials shall be placed in Recycling Carts. 3.3.5 Method of Collection: Recycling Carts shall be handled carefully by the Franchisee, shall not be bent or otherwise abused, and shall be thoroughly emptied and then left at the proper point of Collection. 3.3.6 Suspension of Recycling Services: The Franchisee shall have the right, and the City may direct, to suspend or cancel recycling services to Residential Units upon completion of the following steps: a) Fist Notice: The Franchisee or City shall notify the customer per the provisions of 3.8.1 if non -recyclable materials are greater than 20% of the cart contents. b) Second Notice: The Franchisee or City shall again notice the customer followed by verbal contact to explain proper recycling materials and removal of contamination and provide educational literature as to the same. c) Third Notice: The Franchisee or City shall notice the customer with a notification of cancellation of service and Franchisee shall thereafter remove the recycling Cart. 3.3.7 Reinstatement: The customer may request reinstatement of Recycling Services no sooner than six months after cancelation of service. 3.3.8 Suspension by City: In the event the City directs the suspension of recycling services, the FRANCHISEE shall suspend collection of recyclable materials as well as suspend service charges for recyclable material collection. Upon direction to reinstate recycling services by the City, the Franchisee will resume all operations. 3.4 COMMERCIAL RECYCLING SERVICES GENERALLY 3.4.1 Commercial recycling services are provided as "Open -Market". Commercial and industrial establishments may contract with Franchisee for recyclable material collection independent of this Agreement. Franchisee must be able to provide commercial recycling services as an option to commercial customers. 3.5 BULK WASTE RESIDENTIAL COLLECTION SERVICE 3.5.1 Frequency of Collection: The Franchisee shall collect Bulk Waste from Residential Units within the Franchise Area. Such collection shall be limited to Bulk Waste generated at the said Residential Unit. It shall be the responsibility of the route driver to note Bulk Waste for pick up and immediately notify Franchisee's dispatch and/or supervisor. Franchisee shall remove residential Bulk Waste within 72 hours of notification once per quarter at no additional charge. Collections shall be limited to four cubic yards of material per collection. Franchisee shall provide a mechanism for notification and tracking of Page 8 of 35 all bulk pick-up as well as a method for charging and collecting for additional bulk collections that exceed the frequency and quantity limitations herein 3.5.2 Point of Pickup of Bulk Waste: Collection of Bulk Waste shall be at Curbside or other such locations as will provide ready accessibility to the Franchisee's collection crew and vehicle. In the event an appropriate location cannot be agreed upon, the Environmental Manager shall designate the location. 3.5.3 Method of Collection: Franchisee shall collect Bulk Waste in a manner that allows separation of White Goods, E-Waste, and other recyclables, as identified by the City. 3.6 ADDITION OF NEW RESIDENTIAL CUSTOMERS 3.6.1 Residential Customers: Franchisee's on -site customer service agent located at City Hall shall have primary responsibility to collect the name of the customer or primary account contact, service address, customer primary and, if available, secondary telephone number and email address. The City and Franchisee shall cooperate with each other to ensure that new City utility customers are enrolled in Franchisee's residential solid waste service. a) Delivery of Carts: Franchisee shall provide carts and commence Collection services to new residential customers within five calendar days of notification of the establishment of the new account. 3.7 NON -COLLECTION NOTICE 3.7.1 Out of Spec Material: The Franchisee is not required to collect Solid Waste, Yard Trash, Bulk Waste or Recyclable Materials that have not been placed out for Collection in accordance with the provisions of this Agreement and any amendments thereto. 3.7.2 Notice to Customer: If not collected, Franchisee shall immediately place a notice on the cart, bin or waste explaining why the material was not collected. The design and content of the non -collection notice used by the Franchisee shall be subject to the approval of the Environmental Manager. At a minimum, the notice shall provide the following information regarding the non -collection event: date, reason for non -collection, information that will allow the customer to correct the problem for future Collections, and a local customer service telephone number for questions. 3.8 MIXING OF LOADS 3.8.1 Mixing Prohibited: The Franchisee shall collect Solid Waste, Yard Trash, and Recyclable Materials separate from each unless allowed by written approval of the Environmental Manager, except that White Goods and E-waste may be co -mingled with each other. White Goods and E-waste may not be combined with any other material. 3.9 SOLID WASTE CARTS, AND RECYCLING CARTS 3.9.1 Provision of Solid Waste Carts and Recycling Carts: The Franchisee, at its own expense, is responsible for providing each Single -Family Dwelling Unit with one Solid Waste Cart and one Recycling Cart. 3.9.2 Franchisee shall initially distribute 95-gallon recycle and trash carts to every household. Franchisee shall thereafter provide 65-gallon carts to all customers who request the smaller cart size for ease of handling. Distribution of said 65-gallon carts shall occur between 60 and 90 days after the contract commencement date and shall be at no additional charge to customers. 3.9.3 Maintenance and Replacement of Carts: The Franchisee is responsible for maintenance and repair of all supplied carts. The Franchisee, at its own expense, shall repair or replace damaged, destroyed or Page 9 of 35 stolen carts within five working days of when notified by the City or customer. Franchisee shall have the right to charge customers for the repair or replacement of carts if the repair or replacement is necessary due to an intentional or negligent act of the customer. 3.9.4 Additional Carts: Franchisee shall provide additional Solid Waste Carts or Recycling to customers upon request, for an additional fee as listed on Exhibit "B." 3.9.5 Inventory of Carts: The Franchisee shall maintain an adequate supply of Solid Waste Carts and Recycling Carts and parts to repair or replace such Carts in accordance with this Agreement. 3.9.6 Design and Labeling: All hot -stamp, label text and designs for Solid Waste Carts and Recycling Carts must be approved by the Environmental Manager prior to ordering and use. 3.9.7 Ownership: Franchisee shall retain ownership of Solid Waste Carts and Recycling Carts provided by the Franchisee. 3.10 VACANT LOTS 3.10.1 The Franchisee shall not be responsible for the Collection of Solid Waste, Yard Trash, Recyclable Materials or Bulk Waste on vacant lots. 4 ARTICLE FOUR: TITLE TO WASTE AND RECYCLABLE MATERIALS 4.1 The Franchisee shall have title to all Solid Waste, Yard Trash, Bulk Waste, White Goods, and E- Waste, and Recyclable Materials upon collection. 5 ARTICLE FIVE: FRANCHISEE'S CUSTOMER SERVICE AGENT & BUSINESS OFFICE 5.1 Franchisee shall maintain a customer service agent in the City's City Hall, at a location specified by the City, during the City's normal business hours. In addition, Franchisee shall establish and maintain an office within the city limits of the City or provide an effective mechanism where service requests and complaints can be made when City Hall is closed. The office or alternative customer service system be accessible to all residents and sufficiently staffed Monday through Friday 8:00 a.m. — 5:00 p.m. with a mechanism to report issues 24 hours a day. Franchisee shall also have an after-hours and emergency telephone number available to the City. 6 ARTICLE SIX: COLLECTION ROUTES AND SCHEDULES 6.1 SINGLE FAMILY COLLECTION 6.1.1 Single Family Collection Routes: the Franchisee shall provide the Environmental Manager, in a format acceptable to the Environmental Manager, the schedules for all Collection routes and keep such information current at all times. 6.1.2 Route Changes: In the event of a permanent change in routes or schedules that will alter the day of pick- up, the Franchisee shall notify the City in writing at least 30 days prior to such change. The Franchisee shall notify all affected customers in writing or other manner approved by the Environmental Manager not less than 14 days prior to the change. 6.1.3 Standard Hours of Collection: All Collections shall begin no earlier than 6:00 a.m., and shall cease no later than 7:00 p.m., Monday through Saturday. No Collection shall occur on Sundays or holidays, as defined herein, except in a time of emergency. Page 10 of 35 6.1.4 Emergency Hours: In the case of an emergency, Collection may be permitted at times not allowed by this paragraph, provided the Franchisee has received prior approval from the Environmental Manager in a written memorandum or e-mail confirming the approval. Should'the Franchisee not confirm and obtain in writing the approval to operate on an emergency basis, it shall be conclusively presumed that the Franchisee had not obtained such approval. 6.1.5 Holiday Schedule: The Franchisee will not provide service on the following holidays: New Year's, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. If the regular Collection Day for any Solid Waste, Yard Trash, Bulk Trash or Recycling route(s) falls on any of the aforementioned holidays, the Franchisee shall collect such route on the following day and all other scheduled collections for the remainder of the collection week will be shifted one day. Friday collections on a holiday week will be collected on the following Saturday. Should circumstances require an alternate schedule adjustment to accommodate a holiday, written approval will be obtained from the Environmental Manager in advance. The Franchisee shall notify all affected customers of the holiday schedule at least two weeks prior to the holiday. 6.2 COMMERCIAL COLLECTION 6.2.1 Commercial Collection Routes: The Franchisee shall provide the Environmental Manager, in a format acceptable to the Environmental Manager, the approximate schedules for all Commercial Collection routes and keep such information current to the extent practicable. Franchisee shall be permitted to collect Commercial accounts incidental to operation of Franchisee's residential routes. 6.2.2 Standard Hours of Collection: Commercial Accounts may be serviced between the hours of 3:OOam and 7:OOpm provided that any noise or associated disruption from collection is not disruptive within in any residential area of the City outside of the hours established in paragraph 6.1.3 above. The Environmental Manager shall have the authority to prohibit collections at any commercial location outside of the hours established in paragraph 6.1.3 above as a result of a noise complaint or concern in the discretion of the Environmental Manager. 6.2.3 Commercial customers shall have the right to request an extra pick-up when deemed necessary by the commercial customer. Franchisee shall provide the extra pickup within 24 hours of the request. The City shall compensate Franchisee at a flat rate charge based on the size of the commercial customer's container, as set forth in Exhibit A. Franchisee is responsible for tracking and notifying the City of additional pickups to ensure billing and collection by the City. It shall be the responsibility of Franchisee to ensure that each commercial customer has the appropriately sized container and is billed accordingly. 6.2.4 Commercial collections shall be limited to materials placed in the provided commercial dumpsters only. Franchisee shall provide a method for commercial customers to request the removal of bulk materials and provide a method of charging and collecting for said services. 6.3 COLLECTION FROM CITY -OWNED OR CONTROLLED FACILITIES 6.3.1 Franchisee shall empty all refuse containers used by any of the areas or properties that are City owned, leased, rented and/or controlled by the City. The collection of these containers shall be at thirty-five percent (35%) of the established rate for commercial customers less the established franchise fee. The schedule of service may be amended during the term of the contract upon the direction of the City. The City shall have the right to use regular commercial type dumpsters or carts consistent with commercial hand pick-up as outlined in the above sections. The current list of City facilities and the container and Page 11 of 35 collection schedule is listed below. The City shall have the right to add or delete facilities requiring service as often as necessary. FACILITY NAME ADDRESS SIZE # P- UPS/WK FIRE STATION 1 (CITY HALL) 198 N. WILSON ST. 6-YD 2 2106 PJ ADAMS FIRE STATION 2 PKWY 4-YD 2 585 BROOKMEADE FIRE STATION 3 DR. 4-YD 2 201 STILLWELL POLICE DEPARTMENT BLVD. 6-YD 2 715 N. FERDON PUBLIC SERVICES (FRONT) BLVD. 6-YD 2 715 N. FERDON PUBLIC SERVICES (REAR) BLVD. 6-YD 2 715 N. FERDON PUBLIC SERVICES BLVD. 30-YD 1 715 N. FERDON PUBLIC SERVICES BLVD. 20-YD 1 1446 COMMERCE COMMUNITY CENTER DR. 6-YD 2 205 STILLWELL SPANISH TRAIL PARK BLVD. 6-YD 2 100 HATHAWAY ST. TWIN HILLS PARK S 6-YD 2 1445 COMMERCE LIBRARY DR. 6-YD; 2 1445 COMMERCE RECYCLE LIBRARY DR. BIN 2 BLACKWATER GOLF COURSE 4927 ANTIOCH RD. 6-YD 3 581 BROOKMEADE BROOKMEADE PARK DR. 6-YD 2 DURRELL LEE FIELD 1898 1ST AVE. 6-YD 2 895 MCCLELLAND 95-GAL. ALLEN PARK ST. CART 2 Bush House 95-Gal C 2 Fire Training Tower 4yd 2 95 Gal Environmental Center CART 2 Northview Park 4yd 2 6.3.2 Franchisee shall place a container at the City's Public Services facility for the collection of used tires. The City disposes of approximately 200 tires per year. 6.3.3 Franchisee shall be responsible for the collection of large items deposited on City Rights -of -Way (white Page 12 of 35 goods, furniture, car pieces, etc.) by the end of the third business day after notification. Such materials which are not associated with an active service address or are out of specification shall be credited to Franchisee against the franchise fee at a rate of $54 (subject to future escalation as provided for herein) per location with a maximum of two cubic yards of waste. Any additional large items in excess of two cubic yards shall be negotiated on a per -incident basis. Provided however, that Franchisee shall not be required to collect any hazardous, infectious, biomedical or biological wastes. 6.3.4 Anytime civic groups conduct clean-up events for parks, neighborhoods, ditches/streets, creeks, rivers, etc., Franchisee agrees to pickup said refuse at no charge provided those items of refuse that are capable of being placed in garbage bags are properly packaged for collection. The City will attempt to provide Franchisee with ten (10) days' notice of the date the cleaning will occur, but Franchisee will always have at least 48 hours' notice prior to actual pickup. Franchisee shall coordinate with the City for these events. Adams shall receive a credit against the franchise fee for the actual verified costs of disposal. 6.3.5 Franchisee will provide roll -off dumpsters for the City's annual Spring Clean -Up at no cost to the City. These dumpsters will be located at up to three (3) designated locations throughout the City. The City will attempt to provide Franchisee with fourteen (14) days' notice of the date the cleaning will occur, but Franchisee will always have at least 48 hours' notice prior to actual pickup. Franchisee shall coordinate with the City. Each of these dumpsters will be emptied daily, or as needed during the event. Adams shall receive a credit against the franchise fee for the actual verified costs of disposal. 7 ARTICLE SEVEN: COLLECTION EQUIPMENT 7.1 General Requirements: The Franchisee shall have on hand at all times and in good working order such equipment as shall permit the Franchisee to adequately and efficiently perform its contractual duties. Equipment shall be obtained from nationally known and recognized manufacturers of Solid Waste Collection and Disposal equipment. Equipment shall be of the enclosed loader packer type and all equipment shall be kept in good repair, appearance and in a sanitary and clean condition at all times. All truck bodies used in the collection of Solid Waste shall be watertight to a depth sufficient to prevent discharge of accumulated water during loading and transport operations under normal conditions, with solid metal sides, and covered metal top. 7.2 Equipment List: Upon execution of this Agreement, and annually thereafter, the Franchisee shall provide in a format specified by the Environmental Manager, a list of Collection vehicles used by the Franchisee to provide services relating to this Agreement. 7.3 Reserve Equipment: The Franchisee shall have available reserve equipment, which can be put into service within two hours of any breakdown. Such reserve equipment shall be of sufficient size and capacity to perform the contractual duties. 7.4 Safety and Environmental Equipment: All vehicles used to provide Collection under this Agreement shall be equipped with safety equipment including a fire extinguisher, a shovel and broom, a hydraulic/oil spill kit that includes oil dry and boom, and an audible backup warning device as required by the Department of Transportation. All vehicles used for Collection of White Goods under this Agreement shall be equipped with appropriate ancillary equipment so as to avoid breakage of freon lines during Collection. 7.5 Right to Inspect: The Franchisee shall permit the City staff to inspect the vehicles, equipment, licenses and registrations at any reasonable time. The City reserves the right to inspect each vehicle, every day, and prior to its use in the City, provided such inspections do not inhibit, interfere or delay the Franchisee's ability to perform services under this agreement. Page 13 of 35 7.6 Communications Devices: All vehicles must be equipped with good working communication devices. The contractor shall provide their City Liaison and Route Supervisors with proper communication devices so the City representative and office personnel can communicate with the Franchisee's supervisor or liaison during working hours. 7.7 Video Cameras: All of Franchisee's collection vehicles shall be equipped with a minimum of three (3) video recording cameras that identify and record the actions and functions of the vehicles while the vehicles are being used to provide collection services under this Agreement. Cameras should be located to have a clear view of the following: the hopper and rear of truck, drivers view from the front of the truck, and within the cab of the truck. The City reserves the right to require a four -camera configuration as specified in the RFP if Franchisee's three -camera system is inadequate to ensure no damage is done to customer or city property during Franchisee's operations. The vehicle videos should be recorded continuously when in operation. Franchisee shall provide video clips and records to the City's representative, upon request. Franchisee will maintain the video and records for each Collection vehicle for at least one (1) operating month after the video data was obtained. The records shall reflect the date, truck number, operator, and location map for the video data. Upon the City's request, Franchisee's records shall be provided to the City in MP4 format. Other formats may be acceptable with the prior approval of the City. Upon request, the video files shall be provided to the City within 24 hours; however, Franchisee shall use its best efforts to produce the video quicker if the video are needed to evaluate a legitimate complaint concerning Franchisee's performance under the Agreement. In addition to the stipulations listed above, Franchisee will provide the City access to the video system software via a portal that would allow one (1) person to view the video files in real time, or to review past days video files for the purpose of determining if services provided under this Agreement were missed, or improperly provided. 7.8 GPS: All of Franchisee's collection vehicles shall be equipped with Global Positioning Systems ("GPS") that identifies and records the locations of the vehicles and speed when they are being used to provide collection services under this Agreement. The vehicle locations shall be recorded at least once every five (5) seconds or the shortest available cycle available on the equipment system utilized. Franchisee will provide its GPS logs and records to the City, upon request. Franchisee shall maintain records and a log concerning the Global Positioning Systems ("GPS") data that is obtained from the Collection vehicles used by Franchisee to provide Collection Services under this Agreement. Franchisee shall maintain the GPS logs and records for each Collection vehicle for at least one (1) operating month after the GPS data was obtained. The records shall reflect a "ping rate" of every five (5) seconds for the GPS data or the shortest available ping rate on the equipment system utilized. Upon the City's request, Franchisee's records shall be provided to the City in CSV or ASCII tabular format and shall contain columns for longitude / latitude coordinates, as well as time and date stamps. Other formats may be acceptable with the prior approval of the Environmental Manager. Upon request, the GPS data shall be provided to the City within 24 hours; however, Franchisee shall use its best efforts to produce the data quicker if the data are needed to evaluate a legitimate complaint concerning Franchisee's performance under this Agreement. All of Franchisee's collection vehicles (and carts) should be equipped with RFID (or similar technology) scanning devices to record the location of each cart serviced under this Agreement. Franchisee shall maintain the RFID logs and records for each Collection vehicle for at least one (1) operating month after the data was obtained. The records shall reflect the cart location at the time of the vehicle interaction. Upon the City's request, Franchisee's records shall be provided to the City in CSV or ASCII tabular format and shall contain columns for longitude / latitude coordinates, as well as time and date stamps. Other formats may be acceptable with the prior approval of the Environmental Manager. Upon request, the RF1D/GPS data shall be provided to Page 14 of 35 the City within 24 hours; however, Franchisee shall use its best efforts to produce the data quicker if the data are needed to evaluate a legitimate complaint concerning the Franchisee's performance under this Agreement. 7.9 The City reserves the right to require vehicles be replaced or rebuilt every seven (7) years or less, depending on the condition of the vehicle, subject to inspection by the City's Vehicle Maintenance Supervisor, so regular schedules and routes of collection can be maintained. Franchisee shall submit a list of vehicles (specifically, year, make (chassis and body), model, capacity, etc.) to be used in the City, as part of their bid submittal package and the City shall inspect said vehicles prior to awarding the contract. No equipment may be more than five (5) years old at the Service Commencement Date. 7.10 All equipment and vehicles used under this agreement shall be maintained in a reasonable, safe working condition. No vehicles shall leak oil or other fluids upon the streets and roads of the service area. 7.11 Vehicles shall be painted uniformly with the company name, and telephone number printed in letters not less than three (3) inches high on each side of the vehicles. All vehicles are to be numbered in a size and of a color which contrasts with the color of the vehicle to provide the maximum possible visibility. A record is to be kept showing each vehicle and the number assigned. Franchisee shall provide the City's representative with a daily log showing truck numbers, personnel assigned to truck and the routes to which they are assigned. Franchisee shall also provide the City's representative with a monthly maintenance report, showing truck number, service and/or repairs made each day for each vehicle. 7.12 No advertising shall be permitted on vehicles with the exception that the City may advertise events on trucks at no cost to the City. The City will provide materials at least thirty (30) days in advance of the event. Franchisee shall display the materials provided by the City on the trucks at least fifteen (15) days prior to the event. Franchisee shall remove the materials from the vehicles no later than ten (10) days after the event. 7.13 Franchisee is required to keep collection vehicles emptied, cleaned, and painted to present a pleasing appearance. 7.14 Franchisee shall make sure that all refuse containers are kept in a sanitary condition. All containers shall be watertight except where the City has approved otherwise. Containers and carts must be painted/molded different colors for garbage and recycling or be fitted with different colored lids so as to distinguish garbage and recycling. 7.15 Franchisee shall annually inspect all commercial dumpsters and shall promptly repair or replace any dumpster not in a satisfactory condition. A copy of the annual inspection report shall be provided to the City. 7.16 The City reserves the right to inspect Franchisee -supplied vehicles at any time as determined by the City's representative. Franchisee shall dedicate all necessary primary equipment for normal operations to the City contract and shall base said equipment within the City limits or within five statute miles thereof. Equipment dedicated to the City shall only be used outside the City limits to provide emergency support for other operational units or when operational efficiency dictates such use. Such temporary usage shall be limited to no more than 72 consecutive hours and shall not interfere with the thorough and complete provision of services required by this Franchise Agreement. 7.17 Each non -packer trash vehicle shall be equipped with a cover, which may be net with mesh not greater than one and one-half inches, or tarpaulin, or fully enclosed metal top. Such cover shall be kept in good order and used to cover the load going to and from the disposal facility during loading operations or when parked, if the contents are likely to be scattered if not covered. 7.18 Vehicles shall not be overloaded so as to scatter refuse; however, if refuse is scattered from the Page 15 of 35 Franchisee's vehicle for any reason, it shall be picked up immediately. Each vehicle shall be equipped with appropriate tools for this purpose. 7.19 Franchisee's vehicles are not to interfere unduly with vehicular or pedestrian traffic and vehicles are not to be left standing on streets unattended except as made necessary by loading operations and shall move with the traffic flow. Each violation shall result in a penalty as listed in the liquidated damages. 7.20 Dumpsters and Carts shall be maintained in a reasonable, safe working condition and shall be painted or molded a uniform color (same color for garbage dumpsters and carts and another color for recycling dumpster and carts or be fitted with different colored lids so as to distinguish garbage and recycling). The 95-gallon carts shall be hot -stamped with the City of Crestview logo. The final design shall be submitted for approval to the Public Services Director. 7.21 Franchisee shall be responsible for the cost and expense associated with the replacement and repair of all dumpsters and carts and the Franchisee shall be the owner of all dumpsters and carts. The Franchisee shall be responsible for the cost and expense associated with new and replacement recycling carts. 8 ARTICLE EIGHT: EMPLOYEES AND SUPERVISORS 8.1 Character of Workers and Equipment: The direction and supervision of refuse collection and disposal operations shall be by competent and qualified personnel. Franchisee shall devote sufficient personnel, time, and attention to the direction of the operation to assure performance satisfactory to the City. All superintendents, foremen and workmen employed by the contractor shall utilize proper safety equipment and practices while performing tasks under this contract. 8.1.1 Franchisee shall provide personal protection equipment (PPE) and uniforms to all employees, which must be worn at all times while working. No employee may cause any disturbance, interference or delay to any work or service rendered to the City. The employees shall not conduct themselves negligently, disorderly, or dishonestly in the performance of the employee's duties. Franchisee shall ensure that all employees serve the public in a courteous, helpful, and impartial manner. 8.1.2 No employee shall disturb property that does not concern them. Care shall be taken to prevent damage to property, including shrubs, flowers, and other plants. After emptying containers, employees shall return them to the same location from which they were taken, in an upright position behind the curb or edge of pavement. Franchisee shall pay any damages incurred when caused by Franchisee's employees' direct actions or negligence. 8.1.3 Conduct of Employees: The Franchisee shall see to it that its employees serve the public in a courteous, helpful and impartial manner. Collection shall be made with as little noise and disturbance as possible. 8.1.4 Spillage: Any materials spilled by the Franchisee or its employees shall be picked up immediately by the Franchisee. 8.1.5 Trespassing: Franchisee's employees collecting garbage will be required to follow the regular walk for pedestrians, as applicable, while on private property. No employee shall disturb property that does not concern him/her. Care shall be taken to prevent damage to property, including shrubs, flowers, and other plants. After emptying containers, employees shall return containers to the same location from which they were taken. 8.1.6 Damage to Private Property: Care shall be taken to prevent damage to property including cans, carts, racks, trees, shrubs, flowers and other plants. Any property of others damaged by the Franchisee or its Page 16 of 35 employees shall be repaired or replaced promptly by the Franchisee at its sole expense and within a reasonable period of time as approved by the Environmental Manager. 8.1.7 Driver's Licenses: Each vehicle operator shall at all times carry a valid driver's license for the type of vehicle that is being driven. 8.1.8 Employee Training: The Franchisee shall provide operating and safety training for all personnel. 8.1.9 Uniforms: The Franchisee's collection employees shall wear a uniform or shirt bearing the Franchisee's name. 8.2 Supervisors: The Franchisee shall assign a qualified person or persons to be in charge of the operations within the Franchise Area that shall be responsible to the Environmental Manager and shall be accessible at reasonable times of call. The Franchisee shall give the names and day and night telephone numbers of these persons to the City. The Franchisee shall notify the City within 24 hours of any supervisory staff changes. Said supervisor(s) must be available for consultation with the Environmental Manager within a reasonable, practicable time after notification of a request for such consultation. 9 ARTICLE NNE: RECORD KEEPING, REPORTING, AND COMPLAINTS 9.1 RECORD KEEPING: 9.1.1 The Franchisee shall maintain a record of all customer names, addresses, account statuses, and a record of all complaints, requests, issues or concerns in a format approved by the Environmental Manager. The City shall have access to this data listing the name and address of the person, the nature of the communication, the time recorded and the time of resolution. All complaints, requests, issues, or concerns, whether received via telephone or electronic transmission shall be logged. 9.1.2 Format of Records: The Franchisee records required herein shall be maintained in electronic database in a format approved by the Environmental Manager. The database shall be readily available for inspection by the City at any time during normal operating hours and information in the records shall be shared with the City upon request. 9.1.3 Customer Complaint Log: Franchisee shall maintain a log of all calls received from customers directly or through the City. The log shall include the date when the call was received by the Franchisee, customer name and address, purpose for the call, the time and date the call was received, the time and date the complaint was resolved, and a description of how each complaint was resolved. The log should specifically identify missed Collections and legitimate complaints. The City shall have access to this data upon request. 9.1.4 Route Records: The Franchisee shall electronically submit a description and color -coded map, in a format acceptable to the Environmental Manager, of all routes no less than 30 days prior to the commencement date of this contract. a) Revisions: The Franchisee shall also electronically submit a description and revised color- coded map of all route and schedule changes, including service levels, at least thirty days prior to implementation of such changes or in accordance with an alternate notification deadline approved by the Environmental Manager. b) Collection Schedule Delays: The Franchisee shall notify the Environmental Manager of any delays greater than 24 hours in the daily Collection schedule (e.g. disabled trucks, accidents or shortage of staff causing route delays) within two hours of occurrence. c) Route and Stop History: The Franchisee shall provide, at no cost to the City, such information as the City may from time to time request regarding the collection history of any Page 17 of 35 route or stop. Franchisee shall provide such information to the City within two business days upon request. 9.2 Accidents and Property Damage: The Franchisee shall notify the Environmental Manager of any accidents involving damage to public or private property by the Franchisee's staff or vehicles while performing duties under this agreement within 24 hours of occurrence or within 24 hours of Franchisee's becoming aware of the damage, whichever occurs first. 9.3 General Cooperation: Franchisee shall cooperate with the Environmental Manager in providing every reasonable opportunity for ascertaining whether or not the duties and responsibilities of the Franchisee are being performed in accordance with the contract. 9.4 Trade Secrets: Trade secret information, as defined by Florida Statutes, provided by the Franchisee pursuant to this Agreement, shall not be made public record and shall not be disclosed by the City without Franchisee's prior written approval unless ordered by a court. 9.5 Complaint Resolution: Franchisee shall perform a service of high quality and keep the number of legitimate complaints to a minimum. Franchisee shall maintain a telephone listing in the name in of the business and provide answering service for those customers during collection hours Monday through Saturday. 9.5.1 All requests and complaints shall be logged to indicate the name and address of the complainant, the nature of the request or complaint, and disposition of the request or complaint. All requests or complaints, whether received in person, by mail or telephone, shall be recorded in an electronic filing system. All requests or complaints received by the Franchisee's personnel shall be recorded in an electronic filing system to which the Environmental Manager has direct access or from which reports are to be provided to the Environmental Manager upon request and without delay. 9.5.2 Complaints received before 12:00 noon shall be serviced before 5:00p.m. the same day; complaints received after 12:00 noon shall be serviced by 12:00 noon the following day. However, complaints received on Fridays, regardless of the time received, must be serviced by 5:00 p.m. on the same day. For each month in which the number of unresolved, legitimate complaints, whether related to garbage, recycling, yard waste collection or any other cause, reaches ten (10) or more, the City shall be entitled to claim liquidated damages of one hundred dollars ($100.00) per complaint. Each complaint shall be considered legitimate unless satisfactory disposition of the claim is furnished within the time limit specified in this paragraph. 9.5.3 Any accidents or property damage within the City limits shall be reported to the City's representative within twelve (12) hours of accident or property damage. The contractor shall also provide a follow up report of action taken after each accident or property damage incident. 9.6 In the event disagreements arise and refuse needs to be collected and disposed of, the City may notify Franchisee of the location of refuse and it shall be the duty of Franchisee to remove all such refuse within three (3) days of the notice. Should Franchisee fail to remove the refuse, the City will remove the refuse and the City shall deduct costs incurred from the next scheduled payment. 9.7 Final Decision: To prevent misunderstandings and any litigation, the City Manager or designee shall decide any and all questions that may arise concerning the quality and acceptability of the work and services performed, the sufficiency of performance, and the interpretation of the contract provisions and the acceptable fulfillment of the contract on the part of Franchisee. The City Manager or designee will also determine whether or not the amount, quantity, character and quality of the work performed is satisfactory, and said determination shall be final, conclusive and binding upon both the City and the Franchisee. The City Manager or designee shall make such explanation as may be necessary to complete, explain or make definite the provisions of this contract; and his findings and conclusions shall be final and binding upon Page 18 of 35 both parties. 9.8 Operation During Dispute: In the event the City has not cancelled the contract in accordance with the terms provided herein, after decision by the City Manager, and there remains a dispute between the Franchisee and the City, then Franchisee agrees to continue to operate and perform under the terms of this contract according to the City's interpretation while said dispute is pending, and agrees that in the event a suit is filed for injunction or other relief to continue to operate the system according to the City's interpretation until the final adjudication of the court. 10 ARTICLE TEN: BILLING, PAYMENT, AND RATES 10.1 RESIDENTIAL SERVICE: 10.1.1 Trash Service Mandatory: The City has implemented appropriate ordinances or resolutions establishing mandatory trash service for all Single -Family Dwelling Units within the incorporated limits of the City. 10.1.2 Billing: The City shall be responsible for all billing and collections from Single Family customers for services rendered pursuant to this Agreement. The manner of billing and collection shall be at the discretion of the City. 10.1.3 Payment: The City shall collect charges for trash collection and disposal from residential customers directly on the City's utility bill rendered to each such customer. The City bills in arrears (As an example: services provided in January are billed in February and are due in March). The City shall remit fees collected for trash services to Franchisee on an "as collected -basis." The City shall remit to Franchisee all amounts received for trash service in the prior calendar month on or before the 15th of the following month, without regard to the service month for which the payment was received. For example, the City shall remit to Franchisee on or before the 15t of March, all fees collected during the month of February for service (which may have occurred in January) and any associated charges, such as late fees but less the 6% franchise fee. The City shall not be responsible for paying for services rendered but for which no payment is received. In the event of a dispute the City agrees to pay any non - disputed charges timely and shall only withhold those amounts which are specifically disputed. 10.1.4 Prorations: For services rendered to customers for partial months, proration shall be made based upon the actual number of regular trash collection service days rendered in proportion to the total number of scheduled service days for that month. 10.1.5 Ended or Suspended Service: The City shall notify Franchisee when service is to be ended, suspended or started at a Single -Family service address. City shall not be responsible for payment for any service to an address beginning 24 hours after written notification of suspension or termination of service has been provided to Franchisee. 10.1.6 Repeated Suspension: Franchisee may charge a fee for reinstituting a customer's service more than two times within a calendar year; otherwise, there will be no charge for suspending or reinstituting service. 10.1.7 No Additional Charges: The Franchisee shall not bill Residential customers for any additional charges above and beyond what is stated in this Agreement without prior approval from the Environmental Manager. 10.1.8 Late Fees: Any late payment charges collected by the City for services provided by Franchisee under this Agreement shall be remitted to Franchisee, less applicable franchise fee. Page 19 of 35 10.2 COMMERCIAL SERVICE 10.2.1 Account Establishment: Franchisee shall be responsible for communicating directly with Commercial service customers within the City and establishing the dumpster size and collection frequency that best suits each Commercial service customer. Franchisee shall regularly report any changes to the dumpster size, collection frequency or requests for extra collections for all Commercial accounts to the City. 10.2.2 Billing: City shall be responsible for directly billing and collecting payment from Commercial service customers within the City based upon the most current information provided by the Franchisee. The manner of billing and collection shall be at the discretion of the City. 10.2.3 Payment: The City shall collect charges for trash collection and disposal from commercial customers directly on the City's utility bill rendered to each such customer. The City bills in arrears (As an example: services provided in January are billed in February and are due in March). The City shall remit fees collected for trash services to Franchisee on an "as collected -basis." The City shall remit to Franchisee all amounts received for trash service in the prior calendar month on or before the 15th of the following month, without regard to the service month for which the payment was received. For example, the City shall remit to Franchisee on or before the 15th of March, all fees collected during the month of February for service (which may have occurred in January) and any associated charges, such as late fees but less the 6% franchise fee. The City shall not be responsible for paying for services rendered but for which no payment is received. In the event of a dispute the City agrees to pay any non - disputed charges timely and shall only withhold those amounts which are specifically disputed. 10.2.4 Prorations: For services rendered to customers for partial months, proration shall be made based upon the actual number of regular trash collection service days rendered in proportion to the total number of scheduled service days for that month. 10.2.5 Ended or Suspended Service: The City shall notify Franchisee when service is to be ended, suspended or started at a Commercial service address. City shall not be responsible for payment for any service to an address beginning 24 hours after written notification of suspension or termination of service has been provided to Franchisee. 10.2.6 No Additional Charges: The Franchisee shall not bill Commercial service customers any additional charges or fees for services covered by this Agreement beyond those charges and fees established by this Agreement without prior approval from the Environmental Manager. 10.3 RATES: 10.3.1 Exhibit "A" which is attached hereto and incorporated herein, establishes the Rates and Charges for services to be rendered to Single -Family and Commercial customers pursuant to this Agreement. 10.3.2 Annual Adjustment: On October 01, 2024, and October 01 of each subsequent year of this Agreement, the collection fees listed in Exhibit "A" may be adjusted by the FRANCHISEE according to the following methodology and Exhibit "B": 80% of the collection fees shall be adjusted based on the percentage change in the in the Consumer Price Index (CPI), "Water and Sewer and Trash Collection Services in U.S. city average, all Urban Consumers, not seasonally adjusted" published by the U.S. Department of Labor, Bureau of Labor Statistics, and determined by comparing the CPI for the June immediately preceding the rate adjustment request to the CPI for the June of the prior year; and 20% of the collection fees shall be adjusted based on the -percent change in the U.S. Department of Energy Fuel Index for the previous 12 months ending on the preceding June 30th. In any event, the total fee adjustment pursuant to this section 10.3.2 each year may not exceed 6% percent of the prior year's collection rate. Provided however, that at the first annual adjustment in October of 2024 no adjustment Page 20 of 35 shall be made for increases in CPI. 10.3.3 Franchisee shall communicate the rate change and the supporting calculations to the City no later than August 20th of each year. If a rate adjustment is not requested by the required date, the rate adjustment for that particular twelve (12) month period shall be deemed waived and shall not be taken into consideration in future rate adjustments. 10.3.4 Unusual Changes or Costs: Franchisee may petition the City Council to adjust Franchisee's rates based upon unusual and unanticipated increases in the cost of doing business. Franchisee's request shall contain substantial proof and justification to support the need for the rate adjustment. The City Council shall have the sole and absolute discretion to grant or deny the request. The City reserves the right to rescind any price relief granted should the circumstances change, and prices decrease at any time. 10.3.5 Disposal Fee Adjustment: In addition to the above, Franchisee shall pass through to the customer changes in the disposal fees at the Okaloosa County Transfer Station. The disposal rate adjustment shall be made annually beginning on October 01, 2024 and continuing on October 1 of each contract year thereafter. Adjustments shall be made for any increases in the disposal rate implemented during the prior calendar year. The amount of the monthly adjustment shall be calculated as follows: a) For Residential Customers: By multiplying the amount of the increase in the disposal price per ton by 1.3, dividing the result by 12 months and rounding to the nearest penny. Said amount shall be added to the monthly rate per household. (Example: Disposal rate increases from $45 per ton to $47.50 per ton: ((((47.5-45)x1.3)/12) = $0.27 per month). b) For Commercial Customers: By multiplying the increase in the disposal rate by 3 and then multiplying the result by the yard size of the container(s) being served multiplied by the number of service intervals per week and dividing the result by 12 months. (Example: Disposal rate increase from $45 to $47.50 for a four yard dumpster emptied once per week: ((((47.5- 45)x3x4x1)/12) = $2.50 per month). 10.3.6 One Time Disposal True -Up: City and Franchisee acknowledge that the data available to the City at the time of preparation of the RFP was not verifiable and/or complete and as such data provided during the solicitation for proposals did not fully and properly represent the scope of work to be performed. As such, the City and Franchisee agree to a one-time true -up of rates as follows: Franchisee shall track and report disposal totals monthly from each residential and commercial route in the franchise. Such totals of residential and commercial tonnages shall be tabulated for the nine -month period beginning October 01, 2023 and ending June 30, 2024. Said total shall be divided by 3 and multiplied by 4 to arrive at an annualized rate. If said annualized rate exceeds 16,000 tons (exclusive of yard waste and recycling), Franchisee shall be entitled to a one-time rate adjustment as follows: for each increment of 100 tons of solid waste above 16,000 tons the monthly rate for each roll cart customer (residential and commercial) shall be increased by $0.06 per month and each yard of commercial dumpster capacity shall be increased by $0.06 per month (for example, an 8-yard dumpster would incur a monthly increase of $0.48 per each additional increment of 100 tons collected). This one time true -up shall be applied to customer bills for services provided in October of 2024 and each month thereafter. 11 ARTICLE ELEVEN: INSURANCE 11.1 Insurance Approval and Continuity: Franchisee shall not commence work under this Agreement until the City approves of the types and limits of insurance specified in this Agreement. All insurance shall Page 21 of 35 continuously remain in -force during term of Agreement. 11.2 Disclaimer of Adequacy: City does not represent these types or amounts of insurance to be sufficient or adequate to protect Franchisee's interests or liabilities but are merely minimums. 11.3 General Requirements: Insurance shall be issued by an insurer whose business standards, public reputation, financial stability and claims payment -history are all satisfactory to City, for City's sole benefit only. All of Franchisee's insurance coverages shall contain both a "Primary and Non -Contributory Clause" and a "Severability of Interest Clause" where applicable, at City's sole opinion. To the extent permitted by the laws of the State of Florida, Franchisee waives any rights of subrogation and recovery from or against the City. Franchisee deductibles/self-insured retentions shall initially be disclosed to, and may be disapproved by, the City. At the option of City, Franchisee shall reduce or eliminate such deductibles/self- insured retentions. Franchisee shall be responsible for the amount of any incurred deductibles/self- insured retentions. The insurer(s) providing such required insurance coverages pursuant to this Agreement shall be qualified to do business in State of Florida. Unless it is otherwise agreed, the amounts, forms and types of insurance shall conform to the specified minimum requirements herein. Any type of insurance or increase of limits of liability not described above which the Franchisee requires for its own protection or on account of statute shall be its own responsibility and at its own expense. 11.4 The carrying of the insurance described shall in no way be interpreted as relieving the Franchisee of any responsibility under this Agreement. 11.5 Failure to Maintain Coverage: In the event of failure of the Franchisee to maintain any of the insurance coverages required in this Agreement, or fail to furnish Certificates of Insurance as required in this Agreement, the City shall have the right (but not the obligation) to purchase and maintain any of the required insurance coverages. Upon presentation of a receipt documenting payment by the City, all costs for such coverage purchased by the City will be immediately re -paid by Franchisee to the City. 11.6 WORKER'S COMPENSATION: 11.6.1 Franchisee shall purchase and shall maintain Worker's Compensation Insurance coverage for all of the State of Florida's Workers' Compensation obligations, whether Franchisee is legally required to do so, either individually or corporately. 11.6.2 Employers Liability: Additionally, the policy or separately obtained policy, must include Employers Liability coverage of at least $1,000,000 each person- accident, $1,000,000 each person -disease and $1,000,000 aggregate -disease. 11.6.3 Compliance with Law: Such insurance shall comply with the Florida Workers' Compensation Law. 11.7 COMMERCIAL GENERAL, AUTOMOBILE AND EXCESS LIABILITY COVERAGES 11.8 Franchisee shall purchase coverage on forms no more restrictive than latest editions of Commercial General Liability, and Business Automobile Liability, policies filed by the Insurance Services Office. The City shall not be considered liable for any premium payment, entitled to any premium return or dividend and shall not be considered a member of any trust, mutual or reciprocal company. 11.9 Minimum limits: $1,000,000 per occurrence, and per accident, combined single limit of liability must be provided, with Excess Liability insurance coverage making up any difference between policy limits of the underlying policy's coverages, versus the total amount of coverage required. 11.10 Commercial General Liability: Commercial General Liability coverage must be provided, including: bodily injury and property damage liability for premises, operations, products and completed operations, and independent contractors. Broad Form Commercial General Liability coverage, or its equivalent, shall Page 22 of 35 provide at least broad form contractual liability applicable to this Agreement, personal injury liability and broad form property damage liability. Coverage shall be written on occurrence -type basis with City listed as an Additional Insured by an endorsement to such insurance policy. 11.11 Business Auto Liability Policy: Coverage must be provided, including bodily injury and property damage liability arising out of operation, maintenance and/or use of owned, non -owned, hired automobiles and employee non -ownership use, with City listed as an Additional Insured by an endorsement to such insurance policy. 11.12 Excess Liability Insurance: Excess Liability coverage shall not be more restrictive than the underlying insurance policies' coverages. Excess Liability insurance coverage shall "drop -down" to provide coverage, if and when the underlying liability limits might be exhausted. This coverage shall be written on an occurrence -type basis. 11.13 CERTIFICATES OF INSURANCE: 11.13.1 Certificates of Insurance shall be provided as follows: Required insurance coverages shall be documented by use of Certificates of insurance, providing that City shall be notified at least 30-days in advance of any cancellation, non- renewal, adverse change or restriction in coverage. For Commercial General Liability and any Excess Liability coverages Franchisee shall, at the option of City, have Franchisee's insurer(s) to provide an indication of the amount of claims payments or reserves chargeable to the aggregate amount of such liability coverages. Further, if a reduction or impairment of any of the aggregate limits of any insurance policy(s) occur, or is anticipated to occur, the Franchisee shall take immediate action to have the reduced or impaired aggregate limit(s) reinstated to the full extent required under this Agreement, or the Franchisee shall be required to immediately purchase additional insurance that will restore, and make available, the required limits of liability. Franchisee shall replace any canceled, adversely changed, restricted or non -renewed policies with new policies acceptable to City and shall file with City the required Certificate(s) of Insurance under the new policies, prior to the effective date of such cancellation, adverse change, non -renewal or restriction. City shall be listed as Additional Insured by endorsement on both the Commercial General Liability (and any applicable Excess Liability) insurance coverage policy(s). Also, this Agreement shall be specifically listed on all Certificates. Any deductibles/self-insured retentions in excess of $10,000 shall be listed on any applicable Certificate. If required by City, the Franchisee shall have it's insurance agent or its insurance company furnish to City, one complete, signed and dated duplicate- copy of the Franchisee's current and previous insurance policy(s), forms, endorsements, jackets and any other items forming a part of or relating to such policies. Certificates shall be issued on the Certificate of Insurance forms that shall be equal to an ACORD 25 (as determined solely by City). Any wording in a Certificate which would make the notification of any cancellation, adverse change, non -renewal or restriction in coverage to the City, an option of the insurer, shall be deleted or crossed out by the insurer or by the insurer's employee. The Franchisee shall replace any canceled, adversely changed, restricted or non -renewed policies with new policies acceptable to City and shall file with City, Certificates of Insurance representing the new policies prior to effective date of such cancelation, non -renewal, adverse change or restriction. If any policy is not timely replaced, in a manner acceptable to City, the Franchisee shall, upon instructions of City, cease all operations under this Agreement until directed in writing by City to resume operations. 11.13.2 Certificates not substitute for Indemnification: Neither satisfying the purpose of the required insurance, nor the furnishing of such Certificates of insurance, shall constitute either a partial or a total satisfaction Page 23 of 35 of Franchisee's indemnification of City, as is required in the HOLD HARMLESS and the PAY ON BEHALF OF clauses which are set forth below. 11.13.3 Certificate Holder: The "Certificate Holder" address should read: City of Crestview, Florida, Attn: Risk Management, 198 North Wilson Street, Crestview, FL 32536, with copy to all such persons or entities listed in the Notice section of this Agreement. 11.14 Insurance of Franchisee Primary: The insurance coverage required of the Franchisee shall be considered primary, and all other insurance shall be considered as excess, over and above the Franchisee's coverage. The Franchisee's policies of coverage shall be considered primary as relates to all provisions of this Agreement. If any required insurance coverage is written with deductibles/self-insured retentions, the Franchisee shall be solely, financially responsible for payments and satisfactions of such deductibles/self- insured retentions. 11.15 Loss Control and Safety: The Franchisee shall retain control over its employees, agents, servants and subcontractors, as well as control over its invitees in conjunction with Franchisee's activities arising out of, or incurring in collection with this Agreement, as well as the matter in which any activities shall be undertaken. To that end, Franchisee shall not be deemed to be an agent of the City. Precautions shall be exercised at all times by the Franchisee for the protection of all persons, including its employees, and property. The Franchisee shall make special efforts to detect hazards and shall take prompt action where loss control/safety measures should reasonably be expected. 11.16 Hold Harmless: The Franchisee shall hold harmless the City, its appointed officials, employees, volunteers, representatives and agents from any and all claims, suits, actions, damages, liability and expenses in connection with loss of life, bodily injury, personal injury, or property damage, including loss or use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with, the performance of this Agreement, whether arising solely out of the negligence of the Franchisee or not. The Franchisee's obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any insurance coverage. This obligation shall survive any termination, early or otherwise, or expiration or non- renewal of this Agreement. 11.17 Pay on Behalf of City: Franchisee agrees to pay on behalf of City, as well as provide a legal defense for City (both of which will be done only if and when requested by City) for all claims as described in the Hold Harmless paragraph. Such payment on behalf of the City shall be in addition to any and all other legal remedies available to the City and shall not be considered as being the City's exclusive remedy. This obligation shall survive any termination, early or otherwise, or expiration or non- renewal of this Agreement. 11.18 Waiver of Subrogation: The Franchisee hereby waives all rights of subrogation against the City and its consultants and other indemnities of the Franchisee under all the foregoing policies of insurance. 11.19 Performance Bond: Franchisee is obligated to provide a performance bond under this Agreement, in the form provided by the City. Upon execution of this Agreement, Franchisee shall provide a Performance Bond to the City in the form provided by the City for the time period from the Effective Date of this Agreement to the end of the first year of service, September 30, 2024. Franchisee shall provide to the City a Performance Bond annually on or before April 15 of each following year, effective for the contract year beginning October 1 and ending September 30 (i.e., for the contract year beginning October 1, 2024, Franchisee shall provide a performance bond to the City on or before April 15, 2023). Failure to provide a performance bond by April 15 shall constitute a default under this Agreement and result in termination and a claim being made on the then -existing Performance Bond. Page 24 of 35 12 ARTICLE TWELVE: HAZARDOUS WASTE AND BIOMEDICAL WASTE AND BIOLOGICAL WASTE 12.1 The Franchisee shall not be required to collect and dispose of infectious Waste, Hazardous Waste, Biomedical Waste or Biological Waste, but may offer such service in the service area. All such Collection and Disposal for those types of waste in this Article, when done by the Franchisee, shall be in strict compliance with all Federal, State and Local laws and regulations. The Franchisee may refuse to collect Solid Waste from a customer if the Franchisee believes that such Solid Waste contains Infectious Waste, Hazardous Waste, Biomedical Waste or Biological Waste. 13 ARTICLE THIRTEEN: MODIFICATIONS AND COOPERATION 13.1 Modification to Levels of Service: The City, at its sole discretion, may modify the level of Collection provided under the Agreement if it is determined to be in the best interest of the City or to comply with changes in laws and regulations. The City and the Franchisee agree to negotiate in good faith any impacts of such modifications and a reasonable timeframe for implementation and shall reduce same to writing and shall execute same as amendments to this Agreement. 13.2 Modifications to Scope of Service: The City and Franchisee agree to negotiate an amendment to this agreement should the City determine, at its sole discretion, that the scope of the Agreement should include Collection not originally included in the Scope of Services of this Agreement. The City and Franchisee agree to negotiate any impact of such modification of the Scope of Services in good faith and shall reduce same to writing and shall execute same as amendments to the franchise. 13.3 Pilot Studies: During the term of this Agreement, the City may wish to conduct pilot studies. The Franchisee shall cooperate with the City in conducting such pilot studies. If such pilot studies have cost implications, the Franchisee shall enter into good faith negotiations with the City for additional services provided by the Franchisee to carry out pilot studies and compensation for the same. 13.4 Cooperation by Franchisee: The City and its Environmental Manager shall be permitted free access during normal business hours at every facility for the inspection of all work, equipment and facilities of the Franchisee. The Franchisee shall cooperate with the Environmental Manager of the City in every reasonable way in order to facilitate the progress of the work contemplated under this Agreement. The Franchisee shall have at all times a competent and reliable English-speaking representative on duty authorized to receive orders and act for Franchisee. 14 ARTICLE FOURTEEN: STORMS AND HURRICANES 14.1 In the event excessive amounts of debris or refuse accumulate due to an event such as a storm of disastrous proportions, freeze, natural disaster, severe disturbance, riot or other calamity, that results in an area of the City being declared a disaster area by the Okaloosa County Emergency Management Director, President of the United States, Governor of Florida, Mayor of Crestview or their designee(s), Franchisee shall respond to such disaster with the necessary additional equipment and manpower to collect increased recycling, solid waste and yard waste without interruption to normal services. 14.2 Franchisee shall have a written disaster preparedness plan in place and provide such plan to the City. The plan must demonstrate the resources (primary and secondary) that will be provided exclusively for the Page 25 of 35 City in a declared event. Disaster preparedness plans should be updated with the City annually prior to May 1st, and should include a full listing of contracts, manpower and equipment. 14.3 In the event of a declared disaster, Franchisee shall not be expected to collect materials that are in excess of, or out of specification with, the provisions of this Franchise Agreement nor shall Franchisee be expected to collect storm related debris. In the event the City desires that Franchisee aid the City's storm cleanup contractor, Franchisee's cleanup activities shall be by way of a written contract specific to that event. Rates, costs and specific cleanup activities shall be set forth. In the event of such storm or hurricane emergency, the City reserves the right to assign route or pick-up priorities as deemed necessary by the Environmental Manager. In such event, The Franchisee shall perform the cleanup effort in an expedited manner as directed by the City and until such time that the City determines the storm event clean-up completion. 14.4 The City may grant Franchisee reasonable variance from regular schedules and routes and adjustments to the established service model, in the event of storms and hurricanes. In the event a reasonable variance is approved, as soon as practicable after such storm, Franchisee shall advise the customer of the estimated time required before regular schedules and routes can be resumed. 15 ARTICLE FIFTEEN: LIQUIDATED DAMAGES 15.1 The parties agree that actual damages for certain non-performance by Franchisee are difficult to ascertain. As such, the schedule of liquidated damages set forth in Exhibit C shall apply to the non- performance issues identified below, not as a penalty for non-performance but as a reasonable liquidated damages rate for the indicated deficiencies. Should Franchisee fail and/or refuse to pay liquidated damages upon receipt of notice from the City, the City shall, in addition to the amounts provided in other provisions of this contract, be entitled to claim against Franchisee's performance bond or deduct from the next regularly scheduled payment to the Franchisee. To allow for transition and starting of services, the City agrees that it will not assess liquidated damages during the first six months after the Service Commencement Date. 16 ARTICLE SIXTEEN: DEFAULT AND DISPUTE OF THE AGREEMENT 16.1 The City of Crestview reserves the right to terminate the contract for default if Franchisee breaches any of the terms herein, including if Franchisee becomes insolvent or seeks protection under the bankruptcy code. Such right of termination is in addition to and not in lieu of any other remedies which the City may have in law or equity. Default may be construed as, but not limited to, failure to deliver the proper goods and/or services within the proper amount of time, and/or to properly perform any and all services required to the City's satisfaction and/or to meet all other obligations and requirements of this Agreement and the RFP. The City may terminate this Agreement after first having provided Adams notice of any claimed breach in writing and provided that Adams shall have failed to make diligent and substantial effort to cure said breach within 14 days. Following Franchisee's failure to make diligent and substantial effort to cure, the City may provide Franchisee with a written notice of such termination. Should the City exercise its right to terminate the contract for such reasons, the cancellation shall become effective on the date as specified in the notice of cancellation sent to Franchisee. 17 ARTICLE SEVENTEEN: FORCE MAJEURE 17.1 Except for any payment obligation by either party, if the City or Franchisee is unable to perform, or is delayed in its performance of any of its obligations under this Agreement by reason of any event of force Page 26 of 35 majeure, such inability or delay shall be excused at any time during which compliance therewith is prevented by such event and during such period thereafter as may be reasonably necessary for the City or Franchisee to correct the adverse effect of such event of force majeure. 17.2 Events of Force Majeure: An event of "force majeure" shall mean the following events or circumstances to the extent that they delay the City or Franchisee from performing any of its obligations (other than payment obligation) under this Agreement: 17.2.1 Strikes and work stoppages unless caused by a negligent act or omission of Franchisee or its agents or assignments; 17.2.2 Acts of God, tornado, hurricanes, floods, sinkholes, fires and explosions (except those caused by negligence of Franchisee, its agents, and assignments), landslides, earthquakes, epidemics, pandemics, quarantine, pestilence, and extremely abnormal and excessively inclement weather; 17.2.3 Acts of public enemy, acts of war, terrorism, effects of nuclear radiation, blockades, insurrection, riots, civil disturbances, or national or international calamities; 17.2.4 Suspension, termination or interruption of utilities necessary to the operation of the duties under this Agreement. 17.3 Economic hardship: Economic hardship of the Franchisee shall not be considered an event of force majeure. 17.4 Written Notification: In order to be entitled to the benefit of this Article, a party claiming an event of force majeure shall be required to give prompt written notice to the other party specifying in detail the event of force majeure and shall further be required to diligently proceed to correct the adverse effect of any force majeure. The parties agree that, as to this paragraph, time is of the essence. 18 ARTICLE EIGHTEEN: ADDITIONAL TERMS 18.1 ASSIGNMENT OF FRANCHISE RIGHTS: This Agreement or any portion hereof shall not be subcontracted except with the prior written consent of the City, which may be withheld, for any reason or for no reason. This contract is not assignable or transferable without the prior written consent of the City, which may be withheld, for any reason or for no reason. If the City approves an assignment, the City shall be paid a lump sum payment of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) as an assignment service charge from the Franchisee or the Franchisee's surety obligated on the performance and guarantee bond, to be paid on or before the City executes any consent to assignment. For purposes of this section, an assignment of the contract shall mean (a) a transfer of ownership of a majority of the outstanding stock of the Franchisee, in one or a series of transactions, after the Service Commencement Date set forth in Section 2.2, (b) a transfer of all or substantially all of the Franchisee's assets after the Service Commencement Date set forth in Section 2.2, or (c) a transfer of this contract by way of asset purchase agreement, assignment agreement or similar instrument after the Service Commencement Date set forth in Section 2.2. This provision does not apply to a change in the name of the Franchisee, as long as there is no change in the ownership. 18.2 INDEPENDENT CONTRACTOR: It is understood and agreed that nothing herein contained is intended or should be construed as in any way establishing the relationship of co-partners between the parties hereto, or as constituting the Franchisee as the agent, representative or employee of the City for any purpose whatsoever. The Franchisee is to be and shall remain an independent contractor with respect to all services performed under this Agreement. The Franchisee shall be solely responsible for the acts and Page 27 of 35 omissions of its officers, agents, employees, permitted contractors and permitted subcontractors. 18.3 COMPLIANCE WITH STATE, FEDERAL AND MUNICIPAL LAWS: The Franchisee shall comply with all applicable City, State and Federal laws relating to wages, hours, and all other applicable laws relating to the employment or protection of employees, now or hereafter in effect. The Franchisee is required and hereby agrees by execution of this Franchisee to pay all employees not less than the Federal minimum wage and to abide by other requirements as established by the Congress of the United States in the Fair Labor Standard Act as amended and changed from time to time. 18.4 LAW TO GOVERN, VENUE, JURISDICTION: This Agreement shall be governed by the laws of the State of Florida. The parties irrevocably and unconditionally agrees that any suit, action or legal proceeding arising out of or relating to this Agreement shall be brought in the Circuit Court of the First Judicial Circuit, in and for Okaloosa County, Florida. 18.5 PERMITS AND LICENSES: The Franchisee shall obtain, at its own expense, all permits and licenses required by law or ordinance and maintain the same in full force and effect. 18.6 NON-DISCRIMINATION PROVISIONS: Franchisee shall not, on the grounds of race, color, national origin, religion, sex, age, disability or marital status, discriminate in any form or manner, against said Franchisee's employees or applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, and the Florida Human Rights Act of 1977). Furthermore, Franchisee shall comply with all applicable Federal and State Laws, Executive Orders and Regulations prohibiting discrimination as herein above referenced are included by this reference thereto including Vietnam -Era Veterans and Disabled Veterans within its protective range of applicability. Franchisee warrants that it is qualified to enter into this contract in accordance with the provisions of the Florida Public Entity Crime Statute, Section 287.133, Florida Statutes. Franchisee shall exercise reasonable efforts to use local resources including local subcontractors, local suppliers and material men, and local laborers and if such local resources are available and deliverable in a quantity, quality and cost at least comparable to non -local resources shall be given preference and used in the performance of this Agreement. 18.7 ILLEGAL PROVISIONS: In case anyone or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions has not been sated herein. 18.8 MODIFICATION: The terms and conditions of this Agreement may be modified from time to time by mutual agreement of the parties as evidenced by a written agreement duly executed by both parties hereto or their representatives. No modification or amendment of this franchise shall be valid and effective unless evidenced by the require agreement in writing. 18.9 REMEDIES CUMULATIVE: Except as otherwise expressly provided herein, no remedy herein conferred upon any party is intended to be exclusive of any other remedy. Each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any part of any right, power or remedy hereunder shall preclude any other or further exercised thereof. Page 28 of 35 18.10 HEADINGS: The headings contained in this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not limit or otherwise effect in any way the meaning or interpretation of this Agreement. 18.11 NOTICES: All notices and consents required or permitted by this Agreement shall be in writing and transmitted by registered or certified mail, return receipt requested, with notice deemed to be given upon receipt, postage prepaid, and addressed as follows: If to City: 198 North Wilson Street Crestview, FL 32536 If to Franchisee: Adams Sanitation Post Office Box 953 Milton, Florida 32583 Changes in respective addresses to which such notices may be directed may be made from time to time by either party by notice to the other party. IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written. CITY OF CRESTVIEW, FLORIDA ADAMS SANITATION HOLDING COMPANY, LLC By: J ►;'' r _■ Crystal Bo les, as Its Aut to ed ember Page 29 of 35 (Extra solid waste cart 2x per week EXHIBIT "A" FEE SCHEDULE Residential Roll Cart I Base Rate Franchise Fee Total 2x weekly solid waste, lx yard waste & Recycle $32.06 $1.92 $33.98 $12.00 $0.72 ,$12.72 1 Commercial monthly IBin Size/ Frequency I Base Rate Franchise Fee I Total 12 Cubic Yard 11 per week $110 $6.60 $116.60 per week $187 $11.22 $198.22 1 3 per week $273 $16.38 $289.38 14 per week $381 $22.86 $403.86 I 15 per week $476 $28.56 $504.56 6 per week $570 $34.20 $604.20 4 Cubic Yard 11 per week $186 S 11.16 '$197.16 12per week $328 $19.68 j$347.68 3 per week $492 $29.52 $521.52 I4 per week $652 $39.12 $691.12 15 per week $821 $49.26 $870.26 16 per week $986 $59.16 $1045.16 6 cubic Yard 1 per week $268 $16.08 4$284.08 2 per week $456 $27.36 $483.36 3 per week $684 $41.04 5725.04 4 per week $907 $54.42 $961.42 15 per week $1135 $68.10 $1203.10 j6 per week $1364 $81.84 ,$1445.84 18 cubic Yard 11 per week $315 _ $18.90 1$333.90 12 per week $558 $33.48 $591.48 13 per week $835 $50.10 $885.10 14 per week $1111 _ $66.66 _ _ S1177.66 5 per week $1389 $83.34 $1472.34 6 per week $1661 $99.66 $1760.66 Commercial Roll Cart 2x per week Extra cart 2x per week $48 $24 $2.88 $1.44 $50.88 $25.44 Miscellaneous charges Dumpster delivery fee* (including swaps)I$150 I$9.00 I$159.00 Page 30 of35 Dumpster Latches $15 $.90 $15.90 Dumpster Casters (2 & 4 Yard only) $15 $.90 $15.90 Dumpster Gate Access Fee" $20 $1.20 $21.20 Commercial Extra Lifts/Yard $15 $.90 $15.90 Dumpster over filled fee. $75 $4.50 $79.50 'Does not apply to dumpster delivery at initial contract roll -out. **calculated per service day per location. For example, a location served 3x per week with a closed or locked gate would be an extra $60 per month. Commercial Compactors (Compactor Size / Style Rental* Pull Fee Disposal Fee I30-yard Self -Contained $917.00 $295.00 $95.00 / Ton I30-yard Stationary (dry waste only) $415.00 S295.00 $95.00 / Ton 10-yard Stationary (dry waste only) $445.00 $325.00 $95.00 / Ton All fees above subject to 6% Franchise Fee. *Rental is optional. Customer may purchase or separately lease their compactor. Page 31 of 35 EXHIBIT B CALCULATION OF CPI ADJUSTMENT Pursuant to Section 10.3.2 of this Agreement the rates charged under this contract may be adjusted at the first anniversary date of the contract and annually thereafter. The contractor may petition the City for an adjustment pursuant to Section 10.3.2. Requests for CPI adjustments must be submitted to the City no later than April 15. The maximum increase for any annual period shall not exceed 6.0 % of the rates for the prior period. Rate Adjustments pursuant to Section 10.3.2 shall take effect on October 1st of the year in which it was approved. If a rate adjustment is not requested by the required date, the rate adjustment for that particular twelve (12) month period shall be deemed waived and shall not be taken into consideration in future rate adjustments. New Collection Rate [80% x CR x (1 + ((CPI2-CPI1)/CPI1))] + [20% x CR x (FI2/FI 1) + DR] Where "CR" = Franchisee's current rate for collection service "CPI" = Consumer Price Index for Water and Sewer and Trach Collection Services in U.S. City Average (CUSR0000SEHG) , seasonally adjusted, published by the Bureau of Labor Statistics, U.S. Department of Labor "CPI 1" = average CPI for the 12 month period ending June 30 of the previous year "CPI2" = average CPI for the 12 month period ending June 30 of the current year "FI" = Fuel Index is the Lower Atlantic (PADD IC) No.2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon), U.S. Department of Energy, Energy Information Administration https://www.eia.gov/dnav/vet/PET_PRI_GND A EPD2DXLO PTE DPGAL A.htm "FL1"= average Fuel Index for the 12 month period ending June 30 of the previous year "FFL2" = average Fuel Index for the 12 month period ending June 30 of the previous year Provided that at the first annual adjustment in October of 2024 the New Collection Rate shall be calculated as follows: [0.00] + [20% x CR x (FI2/FI 1) + DR] Page 32 of 35 EXHIBIT C Liquidated Damages Schedule Legitimate complaints, ten (10) or more $100 per incident incl. first ten (10) per month. Back-to-back complaints at same address $100.00 per incident (monthly) Collection of Commercial, $300 per incident Residential Solid Waste and/or recyclables before or after contract times. $500 per incident Co -mingling solid waste with vegetative waste, recyclable materials, C & D materials or other waste materials. Failure to clean up spillage in accordance with contract provisions. Failure to replace damaged container within seven (7).days, two (2) days for residential. Failure to return containers or garbage receptacles to original location. Failure to repair damage to public or private customers' property within seven (7) days. Failure to provide clean, safe and sanitary equipment at beginning of work schedule. Failure to maintain office hours as required with authorized, trained personnel. $150 per incident $300 per incident $25 per incident $200 per incident $200 per incident $250 per day Equipment Operator not properly licensed. $500 per incident Page 33 of 35 Failure to provide documents, reports, or any request for information in a timely and accurate manner. Failure to cover materials, if appropriate, on collection vehicles. Name and phone number not displayed on equipment or containers. Failure to comply with employee roster and proper uniforms. Not providing current schedule and route maps annually. Using improper equipment to service commercial or residential customers. Failure to respond to complaints and customer calls in a timely and appropriate manner. Failure to complete a route on the regular collection day. Failure to provide proper notification prior to Residential route changes. Failure to follow established reporting operation or administrative procedures. Use of contract dedicated primary collection vehicles outside corporate limits of the City. Vehicles interfering with traffic or left unattended on the street. Failure to separate recycling resulting in a co -mingled load ticket from recycling center. Page 34 of 35 $100 per day $250 per incident $100 per incident $150 per incident $200 per incident $50 per incident $200 per incident $250 for each route per day not complete $500 per incident $150 per incident $500 each occurrence $250 each occurrence $500 each load Failure to have recycle bins in stock and $500 per day available for pick-up by residents For clarification purposes, "Per Incident" is defined as each time the incident occurs. Page 35 of 35 ATTACHMENT #7 PERFORMANCE BOND FRANCHISEE (name, principal place of business, and phone number): Adams Sanitation Holding Company, LLC PO Box 953 Milton, FL 32583 SURETY (name, principal place of business, and phone number): AXIS Insurance Company 10000 Avalon Blvd Suite 200 Alpharetta, GA 30009 CITY: City of Crestview, Florida Attn: Public Services Director 198 N. Wilson St. Crestview, FL 32539 BOND No.: ASUR001003 Date: 8/15/2023 Amount: $3,000,000.00 KNOW ALL MEN BY THESE PRESENTS that we, Adams Sanitation Holding Company, LLC (hereinafter "FRANCHISEE"), as Principal, and AXIS Insurance Company hereinafter ("SURETY"), as Surety, are held and firmly bound unto the City of Crestview, Florida (hereinafter ("CITY"), as Obligee, in the amount of Three Million Dollars ($3,000,000.00), for the payment whereof FRANCHISEE and SURETY bind themselves, their heirs, executors, Directors, successors, and assigns, jointly and severally, firmly by these presents. WHEREAS, a franchise has been issued to the FRANCHISEE by the obligee, pursuant to the terms and conditions set forth in the Franchise Agreement and the City's Code of Ordinances; and WHEREAS, the SURETY has carefully considered the FRANCHISEE's obligations and duties pursuant to the Franchise Agreement and the City's Code of Ordinances; and WHEREAS, the CITY's award of the franchise to the FRANCHISEE is contingent upon the execution of this bond (hereinafter "BOND") and these presents. NOW, THEREFORE, the FRANCHISEE AND SURETY, agree to the following terms and conditions: 1. The SURETY, for value received, as hereby acknowledged, stipulates and agrees that no change, alteration, or addition to the terms of the franchise or to the work to be performed thereunder or the requirements for the same shall in any way affect the SURETY's obligations on the BOND, and SURETY RFP #23-04-28-PS SOLID WASTE COLLECTION AND DISPOSAL SERVICES 'age 52 of 60 does hereby waive notice of any change, alteration, or addition to the terms of the franchise or to the work. 2. The SURETY, for value received, as hereby acknowledged, further stipulates and agrees that it will pay the CITY all losses, damages, expenses, costs, liquidated damages, and attorneys' fees, including fees incurred in appellate proceedings, the CITY sustains because of FRANCHISEE's failure to faithfully perform and comply with all of the terms and conditions set forth in the Franchise Agreement and the City's Code of Ordinances, and any other applicable law, ordinance or resolution governing the issuance of the franchise, and FRANCHISEE's obligations thereunder, up to the maximum amount of the BOND. 3. In the event that the FRANCHISEE defaults in the performance of any of the terms and conditions set forth in the Franchise Agreement or the City's Code of Ordinances, and any other applicable law, ordinance or resolution governing the issuance of the franchise, and FRANCHiSEE's obligations thereunder, the CITY shall promptly give notice of such default to the SURETY in writing by certified mail, return receipt requested, addressed to the SURETY at its principal place of business, as identified above. 4. In the event that the FRANCHISEE defaults in the performance of any of the terms, covenants, or conditions of the Franchise Agreement, the SURETY shall remedy the default or otherwise satisfy its obligations under this BOND. 5. In the event there is a failure to perform the conditions of this obligation, the CITY may bring any and ail actions, suits, or proceedings, or otherwise take such steps as it deems appropriate, to enforce the obligation of the SURETY, and the CITY may do so without joining the FRANCHISEE in any such actions, suits, or proceedings. Thereafter, whether judgment is obtained against the SURETY or not, successive actions can be brought against the FRANCHISEE, and this BOND shall remain a continuing obligation on the part of the SURETY and the FRANCHISEE until the conditions of this BOND have been fully performed, including the resolution of third party lawsuits. 6. It is understood and agreed that the obligation of the FRANCHISEE under this BOND continues from day to day until paid, and a new cause of action arises thereon daily with the result that the statute of limitations of the State of Florida does not run against the entire claim. The obligation of the SURETY under this BOND, therefore, continues in this manner, and no action, suit, or proceeding against the FRANCHISEE or the SURETY hereunder shall be barred, except under such conditions as would bar it under the said statute of limitations. 7. Any proceeding, legal or equitable, under this BOND shall be instituted only in a state court of competent jurisdiction in Okaloosa County, Florida, and shall be instituted within the statute of limitations after the FRANCHISEE's default or within the statute of limitations after the SURETY refuses or fails to perform its obligations under this BOND, whichever occurs later. If the provisions of this paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the State of Florida shall be applicable. 8. Notices to the SURETY, the CITY, and the FRANCHISEE shall be mailed or delivered to the addresses shown above. 9. The SURETY represents and warrants to the CITY that it has a rating of "A" or better as to management and "FSC X" or better as to strength by Best's Insurance Guide or Surety; (b) it is listed on the U.S. Treasury Department's list of acceptable sureties for federal bonds; (c) it has been in business continuously for at least five years; and (d) it will not cancel, alter, or not renew this BOND without providing at least 180 days advance notice to the CITY. RFP #23-04-28-PS SOLID WASTE COLLECTION AND DISPOSAL SERVICES Page 53 o' 5; FRANCHISEE AS PRINCIPAL SURETY AXIS Insurance Company Company: (Corporate Se. ompany: (Corporate Seal) Signature Nathan Boyles Printed Name Managing Member Title August 15, 2023 Date Witnesses: Signature Printed Name AtAla Signature ol�-a,� t e VUI �� Printed Name FLORIDA RESIDENT AGENT FOR SURETY Patricia Lane Schmaltz - Florida License A234395 Printed Name 1300 N. Westshore Blvd.. Suite 115 Tampa. FL 33607 Address 813.282.1965 / 800.845.8437 Phone RFP #23-04-28-PS SOLID WASTE COLLECTION AND DISPOSAL SERVICES Laurie M. Crowley Printed Name Attorney -in -Fact Title August 15. 2023 Date Signature Kathaleen Stuve Printed Name Signature Printed Name NOTE: Power of attorney and certification of authority for issuance and current status thereof for Attorney -in -Fact and for Surety Company must be attached. Proof that Surety is licensed to transact business in the State of Florida must be submitted with this Bond. Page 54 cf 60 POWER OF ATTORNEY a1E Know All Men by These Presents: That AXiS insurance Company, an Illinois property and casualty company, (the `Company") does hereby appenAXLN-1020 Richard Zarandona, Victoria Szot, Scott Reis, and Laurie M. Crowley as its true and lawful Attorney(s)-in-Fact, to make, execute, seal and deliver for and on its behalf as surety, bonds and ;mdertakings, such doa.•--ten s 1i be valid as though executed by the Company on its own behalf. The Company may revoke this appointment at any time EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver bonds or undertakings that guarantee the paymert or collection elegy prcir.ism y note, check, draft or letter of credit. This Power of Attorney is signed, sealed and certified under and by the authority of resolutions adopted by unanimous written consent of the Board of Db of the Company on April I, 2016 and on January 10, 2020: RESOLVED, that upon the recommendation of Richard Zarandona, Victoria Szot, Scott Reis and Laurie M. Crowley, acting singly, are 6c.cby appointed as the Company's true and lawful Attorneys -in -Fact to make, execute, seal and deliver for and on behalf of the Company, as surety, bonds and uadc ak^g. and any such documents required in connection with such bonds and undertakings, to be valid as though executed by the Company on its own behalf This Power of Attorney is signed, sealed and certified under and by the authority of resolutions adopted by unanimous written c onsest of the Board of Directors of the Company on July 12, 2013: RESOLVED, that any Vice President, Surety, acting singly; shall have the power and authority to appoint and revoke Attorneys-In-Faa to make, matte, seal and deliver for and on behalf of the Company, as surety, bonds and undertakings, such documents to be valid as though exea8ed by the Company on its own behalf, subject to the terms and conditions of the subject Brokerage Agreements. In Witness Whereof, AXIS insurance Company has caused this instrument to be signed and its corporate seal to be affixed by a duly elected and qualified officer, this 1 Ith day of January, 2023. Attested and Certified AXIS Instuahlce Co By: Printed Name: Andrew M. Weissert Title: Senior Vice President STATE OF COUNTY OF tCoy Before me personally came Andrew M. Weissert Senior Vice President of AXIS Insurance Company to me known to be the individua and officer described herein, who acknowledged that they being duly authorized signed, sealed with the corporate seal and delivered the foregoing instrum ySa1 drjty and direction of said Company. ZiRA a4 1i,� rN TESTIMONY WHEREOF, 1 have hereunto set my hand and affixed my official seal. Ct % 16), 01Ai it' Q w �-rt 'i = yCt EN : �•0 CERTIFICATION i, Frances R. Mathis , Assistant Secretary of AXIS Insurance Company, do hereby certify that the attached Power of Attorney dated January!', 2023 oe bebaffof the person(s) as listed above is a true and correct copy and the same has been in fiull force and effect since the date thereof and is in full fors and effect on the date of this certificate; and I do further certify that the said Andrew M. Weissert , who executed the Power of Attorney, was a duly elected officer of AXIS Insurance Company on the date of the execution of the attached Power of Attorney. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the corporate seal of AXIS Insurance Company on this the 15 - d f J 25 By: Printed Name: Frances R. Mathis Title: Assistant Secretary [Cornpa::. Sca FLORIDA DEPARTMENT OF FINANCIAL SERVICES PATRICIA LANE SCHMALTZ License Number : A234395 Resident Insurance License • 0120 - SURPLUS LINES • 0215 - LIFE INCL VAR ANNUITY & HEALTH • 0220 - GENERAL LINES (PROP & CAS) Please Note: Issue Date 0426r/1990 11/23/1994 05/18/1983 A licensee may only transact insurance with an active appointment by an elgrble insurer or employer It you are anima as a s -7.a Ines aget pry aquae. 7 reinsurance intermediary manager/broker, you snould have an appointment recorded in your own name on fie *Si the Deco __v- !< - o are raise 7 ?= tense status you should contact the Florida Department of Financial Services immedatery Thisicerl6e w• mitea more than qF _:--•.5 mom went i• each class of insurance listed If Such expiration occurs, the indmdual writ be required to re Qualify as a 16*yse aopiw- —s eperse sas obtained o. D166- licensure examination offered by the Honda Department of Financial Senkces, the 4cerrsee s regared to compel' a0rabo- 'e'j, mien ar--_ �.. 626 2815 or 648 385, Flonda Statutes. A licensee may track trek cononung education regaenrer� opripeim �'n o- --xd n cr 47°, NlP'ofie acrrt https./ltlice edfs. corn To valdate the accuracy of this license you may review the erdvidral license record ursler 1 on Sear-1.- y, Ze rppa D —ert y Financial Services websrte at wvw.myforidacfo.com/dinsion/agents. 03/25/2024 LassiterWare LLC 1300 N. Westshore Blvd Suite 110 Tampa FL 33607 Gildo Benitez (800) 845-8437 (888) 883-8680 GildoB@lassiterware.com Adams Sanitation Holding Company, LLC 6366 John Diamond Road Milton FL 32583 Great Divide Insurance Company 25224 Key Risk Insurance Company 10885 Clear Spring Property & Casualty Company 15563 24-25/23-24 WC with forms A Y Y GLP2034405-13 03/25/2024 03/25/2025 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 B Y Y BAP2034404-13 03/25/2024 03/25/2025 1,000,000 PIP-Basic 10,000 C Y Y CSWC01379801 05/29/2023 05/29/2024 1,000,000 1,000,000 1,000,000 RFP #23-04-28-PS; Solid Waste Collection and Disposal Services City of Crestview, Florida is included as additional insured under the terms and conditions of the attached forms on the General Liability and Automobile Liability policies when additional insured status is required by written contract. Blanket Waiver of Subrogation is included as part of the General Liability, Automobile Liability and Workers’ Compensation policies and applies when required by written contract, provided the contract is executed prior to any loss. City of Crestview, Florida City Hall 198 North Wilson Street Crestview FL 32536 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Adams Sanitation Holding Company, LLCLassiterWare LLC 25 Certificate of Liability Insurance: Notes All supporting endorsement(s) and policy form(s) attached, if any, comprise the Certificate of Liability Insurance in its entirety. Please review these endorsement(s) and policy form(s) as certain coverage provided by them may only apply when a written contract or agreement between the parties requires such coverage be provided. The attached page(s) noting additional terms, conditions, coverage and/or comments applies. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Includes copyrighted material of Insurance Services Office,Inc.,with its permission. BENV CA 06 09 17 Page 1 of 1 BENV CA 06 09 17 ENDORSEMENT This endorsement forms a part of the policy to which it is attached.Please read it carefully. BUSINESS AUTO –ADDITIONAL INSURED WHEN REQUIRED BY CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section II -Liability Coverage A.-Coverage,1.Who is an Insured,is amended to add: d.Any person or organization to whom you become obligated to include as an additional insured under this policy,as a result of any contract or agreement you enter into,excluding contracts or agreements for professional services,which requires you to furnish insurance to that person or organization of the type provided by this policy,but only with respect to liability arising out of your operations or premises owned by or rented to you.However,the insurance provided will not exceed the lesser of: 1.The coverage and/or limits of this policy;or 2.The coverage and/or limits required by said contract or agreement. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. CA 04 44 10 13 © Insurance Services Office, Inc.,2011 Page 1 of 1 POLICY NUMBER: BAP2034404-13 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Adams Sanitation Holding Company LLC Endorsement Effective Date: 03/25/24 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any Principal wherein such waiver has been included before loss as part of a contractual undertaking by the Named Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: GLP2034405-13 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED –DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Those entities with whom the Named Insured has executed a written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II –Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III –Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 01 04 13 ©Insurance Services Office,Inc.,2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance;and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 24 04 05 09 © Insurance Services Office, Inc.,2008 Page 1 of 1 POLICY NUMBER: GLP2034405-13 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any principal wherein such waiver has been included before loss as part of a contractual undertaking by the Named Insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV –Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) Page | 1 WC 00 03 13 (Ed. 4-84) 1983 National Council on Compensation Insurance. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule State Florida Person or Organization Any Person or Organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 5/29/2023 12:01 AM Policy No. CS-WC- 013798-01 Endorsement No. 0 Insured Adams Sanitation Holding Company LLC Premium Included Insurance Company Clear Spring Property and Casualty Company Countersigned by