HomeMy Public PortalAbout2010-10 Selecting Choice Environmental Services, Inc for collection, transportation and disposal of Solid WasteRESOLUTION NO. 2010 -10
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, SELECTING
CHOICE ENVIRONMENTAL SERVICES, INC. TO PROVIDE
SOLID WASTE SERVICES TO THE VILLAGE;
AUTHORIZING AND APPROVING AGREEMENT FOR
COLLECTION, TRANSPORTATION, AND DISPOSAL OF
SOLID WASTE BETWEEN THE VILLAGE OF KEY
BISCAYNE AND CHOICE ENVIRONMENTAL SERVICES,
INC.; AUTHORIZING VILLAGE MANAGER TO EXECUTE
THE AGREEMENT; AUTHORIZING IMPLEMENTATION
OF THE AGREEMENT; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Village of Key Biscayne (the "Village") provides for solid waste collection
and recycling services to be provided to residential customers within the Village; and
WHEREAS, proposals from qualified prospective contractors were solicited in a Request
for Proposals ("RFP") issued by the Village on January 15, 2010; and
WHEREAS, pursuant to the RFP competitive selection process, four Proposals were
received by the due date, and after a subsequent review the evaluation committee conducted oral
presentations with the two highest ranked firms, which resulted in the final ranking of the highest
ranked firms, attached as "Exhibit A"; and
WHEREAS, at the conclusion of the competitive selection process, and following a motion
by the Village Council to select the desired method of solid waste and recycling collection, Choice
Environmental Services, Inc. ("Choice") was selected to provide collection, transportation, and
disposal of solid waste and recycling materials for the residential areas of the Village ("Residential
Solid Waste Services"); and
WHEREAS, the attached Agreement for Collection, Transportation and Disposal of Solid
Waste (the "Agreement") between the Village and Choice, attached hereto as Exhibit "B", provides
VILLAGE ATTORNEY
the terms for the provision of Residential Solid Waste Services; and
WHEREAS, the Village Council finds that approval of the Agreement is in the best interest
of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE VILLAGE
OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Agreement Approved. That the Agreement, in substantially the form
attached hereto, is hereby approved, and the Village Manager is hereby authorized to execute the
Agreement on behalf of the Village.
Section 3. Implementation. That the Village Manager is hereby authorized to take any
and all action necessary to implement the terms and conditions of the Agreement and this
Resolution.
Section 4. Effective Date. That this Resolution shall take effect immediately upon
adoption hereof.
PASSED AND ADOPTED this 16th day of March , 2010.
MAYOR ROBERT L. VERNON
CHITA H. ALVAREZ, MMC, VILLAGE CL
APPROVED AS TO FORM AND LEGAL SUFFI
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EXHIBIT "A"
VILLAGE OF KEY BISCAYNE
COLLECTION, TRANSPORTATION AND DISPOSAL OF SOLID WASTE
EVALUATION ANALYSIS
FEBRUARY 16, 2010
Description of
Service
Lowest price
Second
Lowest
Third Lowest
Fourth
Lowest
Scenario 1 *
Current
side/back yard
garbage pick up
and recycling in
bags
WASTE PRO
$ 34.25
CHOICE
$ 34.55
.
WASTE
MGMT
$ 47.23
WASTE
SRVS
$ 49.27
Scenario 2
Current side
yard/back
garbage pick up
and recycling in
wheeled
container
CHOICE
$34.94
WASTE PRO
$ 35.75
WASTE
SRVS
$ 47.95
WASTE
MGMT
$ 50.53
Scenario 3
Current side
yard/back
garbage pick up
and recycling in
bin containers
CHOICE
$ 34.18
WASTE PRO
$ 34.75
WASTE
MGMT
$ 46.48
WASTE
SRVS
$ 47.27
Scenario 4
Garbage and
recycling in
wheeled
containers
WASTE PRO
$ 35.75
CHOICE
$ 37.22
WASTE
SRVS
$ 45.79
WASTE
MGMT
$ 48.03
* current service under Waste Management's existing contract
FACTS
• The five year contract for Waste Management Inc of Florida will expire on February 28, 2010.
• For fiscal year 2010 Waste Management bills VKB $38.53 p/unit x 1,298 houses on a monthly basis
• In 2005 the starting rate was $33.00
• VKB bills residents $495.00 annually
• Current service provided to residents is:
• side/back yard garbage pick up twice a week
• Once a week curbside recycling pick up utilizing plastic bags (supplied by WM upon residents
request)
• Onen a month hulk trash nick Lin
VILLAGE OF KEY BISCAYNE
COLLECTION, TRANSPORTATION AND DISPOSAL OF SOLID WASTE
ADDITIONAL ALTERNATIVE OPTION
SIDE/BACK YARD PICK UP FOR BOTH GARBAGE AND RECYCLING
FEBRUARY 22, 2010
Description of
Service
Lowest price
Second Lowest
Third Lowest
Fourth Lowest
Scenario 5
Side/back yard pick
up for both garbage
and recycling
Recycling in bags
CHOICE
$ 32.44
WASTE PRO
$ 36.00
WASTE SRVS
$ 46.50
WASTE MGMT
$ 52.53
Scenario 6
Side/back yard pick
up for both garbage
and recycling
Recycling in bins
CHOICE
$ 34.96
WASTE PRO
$37.00
WASTE SRVS
$ 47.95
WASTE MGMT
$ 52.53
Scenario 7
Side/back yard pick
up for both garbage
and recycling
Recycling in
containers
CHOICE
$ 33.96
WASTE PRO
$ 37.50
WASTE SRVS
$ 48.50
WASTE MGMT
$ 53.53
EXHIBIT "B"
AGREEMENT
FOR
COLLECTION, TRANSPORTATION AND DISPOSAL OF SOLID WASTE FOR THE
RESIDENTIAL AREAS OF KEY BISCAYNE, FLORIDA
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
CONTRACTOR
TABLE OF CONTENTS
Background 1
1. Definition of Terms. 1
1.1 Contractor 1
1.2 Biohazardous Waste 1
1.3 Bulk Trash 1
1.4 Code 2
1.5 Collection Services 2
1.6 Collection Vehicles 2
1.7 Construction Debris 2
1.8 County 2
1.9 Day 2
1.10 Garbage 2
1.11 Garbage Container 2
1.12 Hazardous Waste 2
1.13 Holidays 3
1.14 Other Collections 3
1.15 Pickup Point 3
1.16 Prohibited Waste 3
1.17 Recyclable Materials 3
1.18 Recycling Services 4
1.19 Regular Schedule 4
1.20 Residential Customers 4
1.21 Service Area 4
1.22 Solid Waste 4
1.23 Solid Waste Collection Services 4
1.24 Solid Waste Disposal Facility 4
1.25 Special Waste 4
1.26 Tipping Fee 4
1.27 Village 4
1.28 Village Government Facilities 5
1.29 Village Manager 5
1.30 White Goods 5
1.31 Yard Trash 5
2. Term 5
2.1 Initial Term 5
2.2 Additional Terms 5
3. Prerequisites To Commencement of Service 5
3.1 Pre -Start Route Familiarization 5
3.2 Initial Schedule 6
3.3 Distribution of Recycling Containers 6
4. Commencement of Collection Services 6
5. Collection Services 6
5.1 Collection Services to Residential Customers 6
5.2 Regular Collections 7
5.2.1 Garbage 7
5.2.2 Yard Trash 7
5.2.3 Recycling Materials 7
5.2.4 White Goods 8
5.2.5 Bulk Trash 8
5.2.6 Neighborhood Trash Station 8
5.2.7 Services to the Handicapped 8
5.2.8 Option of Other Services 8
5.3 Village Collections 8
5.4 Changes to Initial Schedule 8
5.5 Hours of Collection 9
5.6 Protection of Property 9
5.7 Spillage 9
6. Other Collections 9
6.1 Severe Weather/Emergencies 9
6.1.1 Emergency Collections/Charges 9
6.1.2 Emergency Collection Vehicles 10
6.1.3 Hurricane/Disaster Response Plan 10
6.2 Holidays 10
6.3 Special Pickups 11
7. Contractor's Personnel 11
7.1 Contractor's Officer(s) 11
7.2 Assignment of Employees 11
7.3 Conduct of Employees 11
7.4 Employee Uniforms 12
7.5 Residents 12
7.6 Equal Opportunity 12
7.7 Full Time Employees 12
7.8 Dismissal 12
8. Collection Vehicles and Equipment 12
8.1 Quality and Quantity 12
8.2 Collection Vehicles, Equipment Description and Replacement 12
8.3 Reserve Collection Equipment 13
8.4 Advertising 13
9. Containers 13
9.1 General 13
9.2 Handling of Containers 13
9.3 Garbage Containers 13
9.4 Recycling Containers 14
9.5 Containers Supplied By Contractor 14
10. Disposal of Solid Waste 14
11. Compensation to Contractor 14
11.1 Monthly Residential Fee 14
11.2 No Fee for Village Collections 14
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12. Billing 15
12.1 Residential Billing 15
12.2 Invoices 15
12.3 Billing Adjustment Procedures 15
12.4 Cost of Living Adjustments 15
12.5 Changes in Disposal Charges 16
12.6 Extraordinary Increase in Cost Adjustment 16
12.7 Fuel Costs 16
13. Ownership of Recyclable Materials 17
14. Newsletter 17
15. Agreement Performance 17
15.1 Supervision by Village Manager 17
15.2 Contractor Performance Disclosure 17
15.3 Inspection 18
16. Complaints and Complaint Resolution/Penalties 18
16.1 Complaint Line 18
16.2 Complaint Register 18
16.3 Response to Complaints 18
16.4 Disputes 18
16.5 Penalties 18
16.6 Monthly Meetings. ...19
17. Annual Reports 19
18. Subcontractors 19
19. Performance Bond 19
20. Indemnification 20
21. Insurance 20
21.1 Insurance Requirements 20
21.2 Ratings 21
21.3 Cancellation 21
21.4 Certificates of Insurance 21
22. Events of Default by Contractor 21
22.1 Failure to comply 21
22.2 Insolvency or filings against Contractor 21
22.3 Failure to provide Collection Service 22
22.4 Complaints 22
22.5 Unresolved Problems 22
22.6 Misrepresentation 22
22.7 Inspection refusal 22
22.8 No Annual Report 22
22.9 Failure to Provide Emergency Plan/Emergency Collections 22
23. Remedies Upon Default By Contractor 22
24. Termination Rights of Village 23
25. Representations and Warranties of Contractor 23
26. Compliance with Law 24
27. Taxes, Liens, and Fees 24
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28. Access to Books and Records 24
29. Public Awareness Program 25
30. Notices and Changes of Address 25
31. No Waiver 26
32. Severability 26
33. Binding Effect 26
34. Assignment 26
35. Complete Agreement 26
36. Independent Parties 27
37. Force Majeure 27
38. Time of the Essence 27
39. Amendment 27
40. Attorneys Fees 27
41. Gender and Use of Singular and Plural 27
42. Counterparts 28
43. Headings 28
44. Governing Law/Waiver of Jury Trial 28
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AGREEMENT
This Agreement for the Collection, Transportation, and Disposal of Residential Solid
Waste as defined hereunder (t "Solid Waste Services") (the or this "Agreement") is made and
entered into as of this / day of March, 2010, by and between Choice Environmental
Services, of Miami Inc. ("Contractor"), a Florida corporation and the Village of Key Biscayne, a
municipal corporation of the State of Florida (the "Village").
Background
An Agreement pursuant to which the Village is currently providing its single family and
duplex residences with solid waste collection services expired in February 2010.
Accordingly, pursuant to applicable provisions of the Village Code and other legislative
authority, Proposals from Qualified Prospective Contractors were solicited in a Request For
Proposals dated January 15, 2010. The Proposals were evaluated, and on March 9, 2010, Choice
Environmental Services of Miami, Inc. was recommended by the Village Manager for selection
as the Contractor under certain service scenarios. After the Village Council chose a service
scenario that ranked Contractor first, the selection of the Contractor was then ratified by Village
Council motion. This Agreement was then negotiated into final form and its execution was
authorized by the Village Council.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is mutually acknowledged, it is agreed as follows:
1. Definition of Terms.
1.1 Contractor Shall mean Choice Environmental Services of Miami, Inc.
1.2 Biohazardous
Waste Shall mean any Solid Waste which may present a threat of infection to
humans. The term includes, but is not limited to, non -liquid human tissue
and body parts, laboratory and veterinary waste which contains human
disease -causing agents, used disposable sharps, human blood, and human
blood products and body fluids, and other materials which represent a
significant risk of infection to persons outside of the generating facility.
1.3 Bulk Trash Shall mean those non -vegetative large items of various types customary to
ordinary residential housekeeping operations which due to their size
cannot be placed in a Garbage Container or disposable bag. Bulk Trash
shall not include White Goods, automobiles and automotive components,
internal combustion engines or Construction Debris. Bulk Trash shall
include carpeting of any diameter if folded, tied, and rolled or bundled and
cut in lengths of six feet or less.
1.4 Code Shall mean the Code of The Village of Key Biscayne, Florida, as amended
from time to time.
1.5 Collection
Services
1.6 Collection
Vehicles
1.7 Construction
Debris
Shall mean, collectively, collection, transportation, and disposal services
with respect to Solid Waste, including Garbage, Yard Trash, Recyclable
Materials, Bulk Trash, and White Goods.
Shall mean a boom truck, rear loader truck, roll -off truck or other vehicle
used by Contractor to collect or transport Solid Waste or Recyclable
Materials. Individually each is a Collection Vehicle.
Shall mean materials generally not water soluble and non -hazardous in
nature, including, but not limited to, steel, glass, brick, concrete or roofing
material, pipe, gypsum wallboard, and lumber. Construction Debris shall
include materials from the construction or destruction of a structure as part
of a construction or demolition project, and including rocks, soils, stumps,
and other vegetative matter which normally results from land clearing or
land development operations for a construction or home improvement
proj ect.
1.8 County Shall mean Miami -Dade County, Florida.
1.9 Day Shall mean a calendar day.
1.10 Garbage Shall mean every refuse accumulation of animal, fruit, vegetable or
organic matter that attends the preparation, use, cooking and dealing in or
storage of meats, fish, fowl, fruit or vegetables, and decay, putrefaction,
and the generation of noxious or offensive gases or odors or which, during
or after decay, may serve as breeding or feeding material for flies or other
germ carrying insects.
1.11 Garbage
Container
Shall mean a container made of galvanized metal, durable plastic or other
suitable material of a capacity not to exceed 32 gallons or 50 pounds in
weight, customary to ordinary housekeeping operations, approved for use
by the Village Manager. Such container shall have two handles, one on
each side, or a bail by which it may be lifted, and shall have a tight fitting
solid top.
1.12 Hazardous
Waste Shall mean any materials defined as hazardous waste or hazardous
materials under any applicable laws, rules or regulations.
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1.13 Holidays Shall mean collectively Independence Day and Christmas Day.
Individually each is a Holiday.
1.14 Other
Collections Shall mean collectively emergency collections, requested Holiday
collections, and special pickups.
1.15 Pickup Point Shall mean a location designated by each Residential Customer at curbside
or sideyard/backyard to which Contractor has unobstructed, safe access at
the time of collection.
1.16 Prohibited
Waste
Shall mean any Hazardous Waste, Biohazardous Waste or Special Waste.
Nothing herein shall be construed to require Contractor to pick up
Prohibited Waste.
1.17 Recyclable
Materials Shall mean those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste such as:
a newspapers, including the normal percentage of rotogravure and
colored sections. Phone books, magazines, and any paper other
than newspaper are not acceptable.
b aluminum beverage cans, commingled with ferrous food containers
(cans should be clean and dry);
c high density polyethylene plastics (HDPE) commingled with
polyethylene terephthalate plastics (PET) (beverage containers
only; clean and dry with lids removed);
d clear glass (beverage and food containers only; clean and dry with
lids removed);
e brown glass (beverage and food containers only; clean and dry
with lids removed);
f green glass (beverage and food containers only; clean and dry with
lids removed); and
g any other material agreed to by the Village Manager and
Contractor. Recyclable Materials shall not include Prohibited
Waste, white office paper, aerosol cans, pharmaceutical glass
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containers, medical waste containers, pesticide containers or
containers originally containing Prohibited Waste.
1.18 Recycling
Services Shall mean the collection, separation or processing, and reuse or return to
use in the form of raw materials or products of Recyclable Materials.
1.19 Regular
Schedule Shall mean the Initial Schedule or any Modified Schedules.
1.20 Residential
Customers Shall mean those Single Family and Duplex residences as specified by the
Village that are to receive Collection Services. The list of Residential
Customers may be amended in accordance with Section 12.3.
1.21 Service
Area
Shall mean all property located within the Village's corporate boundaries
as defined in the Village Charter for which service is provided herein.
1.22 Solid
Waste Shall mean and includes Garbage, Yard Trash, Bulk Trash, White Goods
or other discarded material resulting from normal housekeeping activities,
and shall exclude Prohibited Waste.
1.23 Solid Waste
Collection
Services Shall mean the collection of Solid Waste for each Residential Customer
and transportation to and disposal in a Solid Waste Disposal Facility.
1.24 Solid Waste
Disposal
Facility Shall mean any properly permitted and licensed Solid Waste management
facility which is the final resting place for Solid Waste, including but not
limited to, landfills, transfer stations, and incineration facilities that
produce ash from the process of incinerating municipal Solid Waste.
1.25 Special
Waste Shall mean Solid Waste that requires special handling and management,
including, but not limited to, asbestos, whole tires, used tires, used oil,
lead -acid batteries, and Biohazardous Wastes and shall include items that
exceed the size limitation for Yard and Bulk Trash.
1.26 Tipping Fee Shall mean the fee per ton charged at a Solid Waste Disposal Facility.
1.27 VillageThe Village of Key Biscayne, Florida.
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1.28 Village
Government
Facilities Shall mean the Village Civic Center Complex which includes the Village
Hall/Police Station, Village Fire Rescue Station, and Village Community
Center, and any other facilities owned or operated by the Village or to be
built, owned or operated by the Village in the future.
1.29 Village
Manager Shall mean the Village Manager of the Village of Key Biscayne, Florida,
or his/her designee.
1.30 White
Goods Shall mean refrigerators, washing machines, dryers, ranges, water heaters,
freezers, air conditioning units, and other similar large appliances.
1.31 Yard Trash Shall mean vegetative matter resulting from normal yard and landscaping
maintenance and shall include materials such as tree and shrub trimmings,
grass clippings, palm fronds or small tree branches that shall not exceed
four feet in length and four inches in diameter. Yard Trash shall include
Christmas Trees regardless of size. Yard Trash shall be bundled or tied.
Grass clippings shall be placed in a Garbage Container, disposable bag, or
bundled. No bundle, bag, or filled container shall exceed 50 pounds in
weight and no more than six containers, bags or bundles per Residential
Customer shall be collected at one time.
2. Term.
2.1 Initial Term
The initial term of this Agreement shall be for five years ("Initial Term") beginning March 28,
2010, and terminating March 31, 2015.
2.2 Additional Terms
The term of this Agreement may be extended upon mutual written consent of both parties upon
substantially the same terms as were in effect prior to the extension ("Additional Terms").
3. Prerequisites To Commencement of Service.
3.1 Pre -Start Route Familiarization
Contractor shall, at no charge to the Village, perform a pre -start route familiarization program in
conjunction with the Village to help route drivers become aware of and familiar with the Pickup
Points and with the method by which Collection Services shall be performed.
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3.2 Initial Schedule
Prior to the commencement of Collection Services, Contractor shall provide the Village Manager
with a monthly schedule including the days of the week or month that Garbage, Yard Trash,
Recyclable Materials, Bulk Trash and White Goods shall be collected from each Residential
Customer and Village Government Facility within the frequency required by this Agreement
("Initial Schedule"). The Initial Schedule shall also specify the days of the week pickup service
shall be provided for the roll -off container consistent with the frequency required by this
Agreement. The parties recognize that existing residential Collection Services in the Village are
currently subject to an existing collection schedule. In order to provide seamless services to each
Residential Customer, Contractor agrees to utilize the existing collection schedule as the Initial
Schedule. The Village Manager shall review and approve the Initial Schedule prior to
implementation.
3.3 Distribution of Recycling Containers
Contractor will be given forty-five days to provide to the Village Recycling Carts as described in
the RFP for Solid Waste Services. Contractor shall purchase and distribute, at its sole cost, one
Village -approved recycling cart with a capacity of roughly 64 gallons to each residential
property in the Village. Each recycling container shall be hot -stamped with Contractor's
recycling information and telephone number, the words: "Property of Village of Key Biscayne
Recycling Program" and any other information as approved by the Village.
Until these, recycling materials shall be picked up by the Contractor using the bag system
currently in use.
4. Commencement of Collection Services
Collection Services shall commence on Monday, March 29, 2010.
5. Collection Services.
5.1 Collection Services to Residential Customers
Contractor shall provide sideyard/backyard pickup and disposal services to all Residential
Customers within the Service Area for Garbage and Recycling. If Garbage containers and/or
Recycling Containers are left sideyard/backyard for pick-up, Contractor shall return garbage and
recycling containers to sideyard/backyard. If Garbage Containers and/or Recycling Containers
are placed at curbside by Residential Customers then the Contractor shall return the containers to
within five (5) feet of the front facade of the residence unless it is not reasonably possible to do
so.
Contractor shall provide curbside pickup and disposal services to all Residential Customers
within the Service Area for Bulk Trash and White Goods. All Bulk Trash and White Goods to
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be collected shall be placed within six feet of the curb, paved surface of the roadway, closest
accessible right-of-way or other such location agreed to by Contractor that shall provide safe and
efficient accessibility to Contractor's collection crew and vehicles. For purposes of this
Agreement, roadway or right-of-way means a road owned and maintained by the Village, the
County or the State of Florida, or a road on private property for which an easement has been
granted to the public or the residents in the immediate vicinity. Contractor is also required to
make a reasonable effort to restore the area directly underneath where the Bulk Trash was
deposited for pickup, including raking that specific area if necessary.
Yard Trash that is canned or bagged may be placed by Residential Customers either
sideyard/backyard or curbside for Contractor pickup and disposal. Bundled Yard Trash shall be
placed curbside for Contractor pickup and disposal.
Contractor shall provide side/yard backyard pickup and disposal services for Recycling
Materials. The materials shall be deposited by the Residential Customer in the container
described under section 3.3 of this Agreement .
Where: (1) A resident is physically unable (as determined by the Village Manager) to deliver
Bulk Trash, White Goods, or Recycling Materials to curbside; (2) the residential structure is
located in such a manner as to provide non -accessibility to Contractor's crew or vehicle; or (3)
clear and safe passage of heavy equipment is prevented as a result of road closings or
encumbrances; an alternative location may be arranged between the Residential Customer and
Contractor at no extra cost to the Residential Customer. In the event an appropriate location
cannot be agreed upon, the Village Manager shall designate the location.
5.2 Regular Collections
Contractor shall collect, transport, and dispose of all Solid Waste and Recyclable Materials
generated by Residential Customers in the Service Area at such frequencies as described below.
5.2.1 Garbage
Contractor shall collect Garbage from each Residential Customer at least two times per
week, with collections at least two days apart pursuant to the Regular Schedule ("Garbage
Collection Day").
5.2.2 Yard Trash
Contractor shall collect Yard Trash from each Residential Customer one day per week
pursuant to the Regular Schedule ("Yard Trash Collection Day"). See section 1.31 .
5.2.3 Recycling Materials
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Contractor shall collect Recycling Materials from each Residential Customer once per
week. -
5.2.4 White Goods
Contractor shall provide curbside pickup and disposal service of White Goods to each
Residential Customer pursuant to the same schedule as Bulk Trash.
5.2.5 Bulk Trash
Bulk Trash shall be picked up curbside on a monthly basis.
5.2.6 Neighborhood Trash Station
At no cost Contractor shall supply the Village with a large roll -off container or equivalent
that shall be available at the neighborhood trash station at all times for use of Village staff and
residents at a site approved by the Village Manager. Contractor shall provide pickup service of
the roll -off container six times per week pursuant to the Regular Schedule, one container per day,
and so Contractor should anticipate that two would need to be available for Village use at any
given time.
5.2.7 Services to the Handicapped
Contractor shall provide, at no additional charge, back -door Collection Services (except
for Bulk Trash, White Goods and Yard Trash) to handicapped persons as determined by and
upon the request of the Village Manager.
5.2.8 Option of Other Services
Collection Services in the Village, other than Residential Customers, may be provided by
Contractor based upon a separate agreement with the Village. The Village shall have the right,
but not the obligation, to enter into the Agreement.
5.3 Village Collections
Garbage, solid waste, yard trash, recycling material, bulk trash, and white goods shall be
collected from Village Facilities at no additional charge to the Village two times each week.
("Village Collections").
5.4 Changes to Initial Schedule
The Village shall be immediately notified in writing of any changes to the Initial Schedule. Any
permanent changes to the Initial Schedule ("Modified Schedule") that alter the day of any pickup
are subject to prior approval by the Village Manager. Contractor shall notify each affected
Residential Customer at least seven days prior to the effective date of any Modified Schedule, in
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a newspaper of general circulation in the Village and by direct notification to each Residential
Customer. The cost of publication shall be borne solely by Contractor.
5.5 Hours of Collection
Collection Services performed pursuant to this Agreement shall begin no earlier than 7:00 a.m.,
and shall be completed no later than 4:00 p.m. Collection can occur only on Monday, Tuesday,
Thursday or Friday. Collection Services shall not take place on Wednesday, Saturday, Sunday
or on Holidays. In the case of an emergency or breakdown of Collection Vehicles, Collection
Services may be permitted on Sundays or during times not permitted by this paragraph, provided
Contractor has received prior verbal approval from the Village Manager, to be later evidenced by
a written memorandum from the Village Manager confirming the approval.
5.6 Protection of Property
Contractor shall conduct Collection Services in such a manner as to avoid damage to private and
public property, including, but not limited to, carts, racks, trees, shrubs, flowers, and other plants,
and shall promptly repair or pay for any damage caused by its operations after a reasonable time
to investigate such claims (not to exceed ten days). In the event that repairs are not made or
damage paid for within ten working days after Contractor has concluded its investigation and to
the satisfaction of the Village Manager, the Village Manager may make such repairs or pay for
such damage and deduct the cost from amounts due to Contractor pursuant to this Agreement.
Contractor shall provide Collection Services with minimum disturbance to Residential
Customers and to the neighborhood.
5.7 Spillage
Contractor shall make every effort to minimize leaks from vehicles, litter, and spillage occurring
on public or private property as a result of Collection Services. In the event of any litter, leaks or
spillage caused by Contractor, Contractor shall clean up such spillage within four hours of notice
to Contractor from the Village or a Residential Customer. In the event that litter or spillage is
not picked up or cleaned up within four hours, the Village may, in its sole discretion, pick up the
litter or spillage and deduct from amounts owed Contractor the cost for the pickup or cleanup.
6. Other Collections
6.1 Severe Weather/Emergencies
6.1.1 Emergency Collections/Charges
In case of severe weather which may create a danger to Contractor's employees or the
public, the Village Manager may grant Contractor the right temporarily to vary from the Regular
Schedule. In the case of severe weather or emergencies where it is necessary for Contractor to
acquire additional Collection Vehicles and to hire extra crews to clear the Village of debris
resulting from the severe weather ("Emergency Collections"), Contractor shall be required to
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cooperate with the Village in all possible ways for the efficient and rapid clean-up of the Village.
The necessity of Emergency Collections may only be determined upon mutual consent of the
Village Manager and Contractor. Such cooperation shall include undertaking steps necessary for
an appropriate response to the emergency, including reasonable assistance to the Village at the
Village Manager's request for extra collections both before and after the emergency.
Contractor shall receive extra compensation above that set forth in this Agreement for
Emergency Collections, provided Contractor has first secured prior written authorization from
the Village Manager based on rates jointly agreed to by the Village Manager and Contractor. In
the event the emergency is a Federally recognized disaster event, the extent of such extra
compensation shall by limited to amounts approved for payment or reimbursement by FEMA.
The Village may contract with other firms or units of government to provide the Emergency
Collections. As soon as practical after severe weather or an emergency, Contractor shall advise
the Village Manager and Residential Customers of the estimated time required before Regular
Schedules can be resumed. At the Village's sole discretion, Contractor may be required to
provide emergency services using those rates provided by the Contractor during the Solid Waste
RFP process under Attachment IV -A and pursuant to Section III(J) of the RFP.
6.1.2 Emergency Collection Vehicles
The Emergency Debris Equipment List, attached as Exhibit "C", lists the emergency
collection vehicles and equipment which may be necessary for storm or disaster cleanup in the
Village and the associated charges for each item. The emergency collection vehicles and
equipment shall be supplied on an "as needed" basis only as approved by the Village Manager.
The specified charges do not include disposal costs which shall be paid by the Village upon
presentation of documentation to the Village Manager by Contractor.
6.1.3 Hurricane/Disaster Response Plan
Contractor shall within thirty days of execution of this Agreement submit to the Village a
final Hurricane/Disaster Response Plan ("Emergency Plan") detailing variations from the regular
services and outlining its responsibilities as well as instructions to Residential Customers.
Specifically, the Emergency Plan shall address the following: (1) instructions for Residential
Customers; (2) modified pick-up schedules; (3) pruning and trimming of vegetation; (5) bulky
waste; and equipment management. In the case of a hurricane, the Emergency Plan shall cover
all phases of the emergency from warning, through the various aspects of public/private
response, and ending with the recovery phase of the emergency. The Emergency Plan shall
apply not only to hurricanes but to all events declared emergencies by the Village. This also
incorporates all other provisions of the plan provided by the Contractor pursuant to Section III(J)
of the RFP.
6.2 Holidays
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Contractor shall be obligated to provide Collection Services on holidays, except Independence
Day and Christmas Day. Contractor shall collect those Residential Customers affected by these
Holidays on the next scheduled collection day.
6.3 Special Pickups
From time to time the Village or Residential Customers may have the need for Solid Waste
pickups, including Garbage, Yard Trash, White Goods, Special Waste, and Bulk Trash, outside
of and in addition to the Regular Schedule ("Special Pickups"). Contractor shall provide Special
Pickups as requested by the Village or Residential Customer within five working days from the
date of the request at the rates listed in Exhibit "A". Special Pickups requested by a Residential
Customer paid directly to the Contractor by the Residential Customer. Prior to making a Special
Pickup for a Residential Customer, Contractor shall provide that Residential Customer with a
firm written proposal as to the total cost of the Special Pickup. No additional costs beyond those
listed in the written proposal may be charged by Contractor. Notwithstanding the provisions of
this section, the Village reserves the right to contract with other entities or to provide directly
Special Pickups.
7. Contractor's Personnel
Contractor shall provide, at its own expense, all labor and supervision necessary to provide the
Collection Services as set forth in this Agreement.
7.1 Contractor's Officer(s)
Immediately upon execution of this Agreement Contractor shall assign a qualified person or
persons to be responsible for the Collection Services under this Agreement ("Responsible
Person"). The Responsible Person shall be available at all times and the availability of
communication between the Village and the Contractor shall be unencumbered 24 hours a day.
Contractor shall provide to the Village, in writing, the name, home telephone, pager, and mobile
phone numbers of this person or persons. Contractor shall also provide to the Village
information regarding the Responsible Person's experience and qualifications.
7.2 Assignment of Employees
Specific Contractor employees shall be assigned to regularly service each Residential Customer.
Contractor recognizes that Residential Customers enjoy having employees regularly scheduled to
service their homes and shall make every effort to insure consistency in the employees servicing
each route.
7.3 Conduct of Employees
Contractor employees shall serve the public in a courteous, helpful, and impartial manner.
Contractor's employees shall use available sidewalks or other walkways for pedestrians.
Trespassing by employees shall not be permitted. Employees shall not cross the property of one
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Residential Customer in order to service another Residential Customer unless residents or
owners of both such properties have given written permission.
7.4 Employee Uniforms
While providing Collection Services, Contractor employees shall wear a clean uniform including
a shirt or overalls bearing the name of Contractor and the employee's first name written in letters
at least one inch high, uniform in type. Contractor shall keep a record of employees' names,
numbers, and route assignments to allow identification of the employees at all times. Contractor
shall provide its then current employee list and route assignments to the Village upon request by
the Village Manager.
7.5 Residents
Contractor shall, wherever reasonably practical, recruit and employ its personnel performing
services under this Agreement from among residents of the Village.
7.6 Equal Opportunity
No person shall be denied employment by Contractor for reasons of race, sex, national origin,
creed, age, religion or sexual orientation.
7.7 Full Time Employees
All employees assigned to provide Collection Services in the Village shall be full-time or regular
part-time Contractor employees and shall not be subcontractors.
7.8 Dismissal
Contractor shall, upon receipt of a request from the Village Manager specifying cause,
immediately exclude any employee of Contractor from providing Collection Services pursuant to
this Agreement.
8. Collection Vehicles and Equipment
8.1 Quality and Quantity
Contractor shall have on hand at all times and in good working order such Collection Vehicles,
machinery, tools, accessories, and other items necessary to perform Collection Services under
this Agreement (collectively "Collection Equipment"). Collection Equipment shall be obtained
from nationally known and recognized manufacturers of garbage collection, recycling, and
disposal equipment. All Collection Equipment shall be kept in good repair and appearance and
in a sanitary and clean condition at all times.
8.2 Collection Vehicles, Equipment Description and Replacement
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All Collection Vehicles and other vehicles used by Contractor to provide Collection Services
("Other Vehicles") shall be equipped with state-of-the-art communication equipment capable of
providing direct communication with the Village, including, but not limited to portable cellular
telephone devices. All Collection Vehicles and Other Vehicles are to be painted uniformly with
the name of Contractor, business telephone number, and the number of the vehicle in letters not
less than five inches high on each side of the vehicle. All Collection Vehicles and Other
Vehicles shall be numbered and a record kept as to the utilization of the vehicle to which each
number is assigned. Contractor shall provide like new equipment at start-up and shall maintain
all equipment in accordance with the equipment's life expectancy. The Village Manager may
require the repair or replacement of equipment as reasonably necessary.
8.3 Reserve Collection Equipment
Contractor shall have available reserve Collection Equipment that can be put into service on the
same day of any breakdown. Such reserve Collection Equipment shall correspond in size and
capacity to the Collection Equipment regularly used by Contractor to perform the Collection
Services.
8.4 Advertising
No advertising shall be permitted on Collection Vehicles with the exception of the logo of the
Contractor. Any public service signage shall first be approved by the Village.
9. Containers
9.1 General
Solid Waste, including Garbage, Yard Trash, and other non -bulk trash shall be placed in either a
Garbage Container or a disposable garbage bag by Residential Customers.
9.2 Handling of Containers
Garbage Containers shall be handled carefully by Contractor, shall not be bent or otherwise
abused, and shall be thoroughly emptied and then left upright. Covers on Garbage Containers
shall be put securely and properly in place and Garbage Containers returned pursuant to Section
5.1 of this Agreement. In the event of damage caused by Contractor to Garbage Containers,
other than normal wear and tear, Contractor shall be responsible for the timely repair or
replacement of the Garbage Container within four days of receiving a complaint from the
Residential Customer or the Village Manager.
9.3 Garbage Containers
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Garbage Containers or disposable garbage bags shall be provided by each Residential Customer.
The Village hereby reserves its right to require uniform Garbage Containers for all Residential
Customers.
9.4 Recycling Containers
Recycling Containers shall be provided consistent with Section 3.3 of this Agreement.
9.5 Containers Supplied By Contractor
In the event the Village requires uniform Garbage Containers for its Residential Customers,
Contractor shall assist the Village in procurement of such containers at the Village's sole cost and
expense.
10. Disposal of Solid Waste
Contractor hereby represents and warrants to the Village that it shall dispose of the Solid Waste
collected pursuant to this Agreement at a Solid Waste Disposal Facility. Contractor shall notify
the Village in writing from time to time which Solid Waste Disposal Facility is being used for
Solid Waste collected pursuant to this Agreement ("Current Solid Waste Disposal Facility").
Contractor may not utilize a Solid Waste Disposal Facility with a Tipping Fee greater than that
currently charged by Miami -Dade County per ton without prior written approval of the Village
Manager.
11. Compensation to Contractor
11.1 Monthly Residential Fee
As indicated more specifically on Exhibit "A" ("price schedule"), the Village shall pay
Contractor the sum of $33.96 per month per Residential Customer (the "Monthly Residential
Fee") as full compensation for the performance of Regularly Scheduled Residential Collection
and Disposal Services, including Garbage Collection twice a week, Yard Trash Collection once a
week, Recyclable Materials Collection once a week, and Bulk Trash and White Goods Removal
pursuant to the Bulk Trash Schedule as determined by the Village Manager. This initial amount
is based upon 1300 units. The number of Residential Customers shall be adjusted quarterly to
equal the number specified in the records of the County Tax Assessor. Should the number of
units change, the parties may negotiate a new Monthly Residential Fee.
11.2 No Fee for Village Collections/Roll-Off Container
There shall be no compensation paid Contractor for collections from the roll -off container
located at the Neighborhood Trash Station or from small containers as specified in Section 5.3 of
this Agreement that are located at Village owned, occupied or operated property and facilities,
including, but not limited to Village Government Facilities.
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12. Billing
12.1 Residential Billing
The Village shall be solely responsible for the billing of all Residential Collection Services in
order to offset Village's costs hereunder. Contractor shall be responsible for billing of Special
Pickups. Contractor shall provide the Village with a copy of each agreement for Special Pickups
and shall provide a monthly report to include such billing and the volume by cubic yards
involved in such services, on a timely basis. The invoice shall include a breakdown of charges
per cubic yard."
12.2 Invoices
Contractor shall submit an invoice to the Village by the 10th of each month for Residential
Collection Services rendered during the preceding month. Payments will be made to Contractor
by the Village on or before the 20th day of the following calendar month upon verification of the
invoice submitted. The total number of Residential Customers served shall be furnished by
Contractor to the Village along with each invoice.
12.3 Billing Adjustment Procedures
On the first day of each Quarter the number of Residential Customers may be adjusted by the
Village, if necessary, to correspond with Collection Services being provided. The Village
Manager will notify Contractor verbally, and will confirm in writing within 15 days of any
Residential Unit to which Collection Services should be terminated and of any Residential Unit
to which Collection Services should be commenced. Collection Services shall commence or
terminate as appropriate at the next regularly scheduled pickup after verbal notification.
12.4 Cost of Living Adjustments
Beginning on October 1, 2010, and annually thereafter, Contractor may petition the Village to
adjust the collection and hauling component of the rates to reflect the cost of doing business,
measured by the fluctuation in the Consumer Price Index (CPI) (All Urban Consumers,
Miami -Fort Lauderdale, Florida) as published by the U.S. Department of Labor, Bureau of Labor
Statistics or its successor agency. The Contractor's request shall contain reasonable proof and
justification to support the need for the rate adjustment. The Village may request from the
Contractor, and the Contractor shall provide, such further information within its possession as
may be reasonably necessary in making its determination. The Village shall approve or deny the
request, in whole or in part, within sixty (60) days of receipt of the request and all other
additional information required by the Village. The Village shall make a reasonable
determination based upon the documentation provided in reaching its decision. In the event an
adjustment is granted, the collection and hauling component shall be adjusted by 100% of the
percentage change in the CPI from the previous July to July of the year in which the adjustment
is effected (but not to exceed 5%).
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12.5 Changes in Disposal Charges
In the event that the disposal charges charged to Contractor at the Current Solid Waste Facility
should increase or decrease, the Village Manager, not more frequently than once per Village
fiscal year, upon written request from Contractor by October 1St, shall adjust the Monthly
Residential Fee in accordance with such change. The change in Monthly Residential Fee due to
disposal adjustments shall not exceed 5% in any calendar year. In order to justify any increase
on the Monthly Residential Fees, Contractor shall provide to the Village Manager:
a. documentation showing actual disposal charges paid for the four months prior to
the request for the increase; and
b. the publication or other evidence announcing the disposal fee increase.
12.6 Extraordinary Increases in Cost Adjustment
The Contractor may petition the Village to adjust Contractor's rates based upon unusual and
unanticipated increases in the cost of doing business, including but not limited to a change in
law or regulation ("Change in Law"). Any such request shall be supported by full documentation
establishing the increase in operating costs and the reasons therefor. The Village shall be entitled
to audit the Contractor's financial and operational records directly related to the Contractor's
request in order to verify the increase in costs and the reasons therefor.
"Change in Law" means (I) the adoption, promulgation, or modification after the date of this
Agreement of any law, regulation, order, statute, ordinance, or rule that was not adopted,
promulgated, or modified on or before the date of this Agreement, or (ii) the imposition of any
material conditions in connection with the issuance, renewal, or modification of any permit,
license, or approval after the date of this Agreement , which in the case of either (I) or (ii)
establishes requirements affecting the Contractor's operation under this Agreement more
burdensome than the requirements that are applicable to Contractor and in effect as of the date of
this Agreement. A change in any federal, State, county, or other tax law or workers
compensation law shall not be a Change of Law. However, in the event that a federal, state or
local entity imposes a fee, charge or tax after the date of this Agreement that applies to
Contractor's operations per se, such fee, charge or tax shall be treated as a Change in Law.
The Contractor's request must be made within one hundred twenty (120) days of the occurrence
of such unusual change or cost, and shall contain reasonable proof and justification to support
the need for the rate adjustment. The Village may request from the Contractor, and the
Contractor shall provide, such further information within its possession as may be reasonably
necessary in making its determination. The Village shall approve or deny the request, in whole
or in part, within sixty (60) days of receipt of the request and all other additional information
required by the Village. The Village shall make a reasonable determination based upon the
documentation provided in reaching its decision.
12.7 Fuel Costs
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There shall be an adjustment in the base rate for Contractor should the cost of fuel increase
significantly during the term of the contract. The threshold diesel fuel price per gallon for
consideration of such a change is $3.10 per gallon as per the U.S. Energy Information
Administration, and should the cost of diesel fuel rise to or above that level the Village shall
adjust the base rate of the Contractor. The first potential change will be effective October 1,
2011. The actual methodology to be used to determine the amount of the increase in the base
rate shall be agreed upon by mutual consent of the Village and the Contractor prior to
implementation. Under no circumstances shall this increase in the base rate for fuel costs exceed
7% of the amount of the initial base rate for services provided in the initial term of the
agreement. Additionally, this increase in the base rate for fuel costs shall not be included in the
base rate to any extensions of the Agreement as provided by Section 2.2.
13. Ownership of Recyclable Materials
Contractor shall be the owner of all Recyclable Materials it collects from Residential Customers
and may recycle, process or sell the Recyclable Materials, in its discretion. Neither the Village
nor the Residential Customers shall be entitled to the proceeds of any sale by Contractor of
processed or unprocessed Recyclable Materials.
14. Newsletter
Contractor shall, at Contractor's sole cost, publish an annual Newsletter with prior Village
approval providing Residential Customers with information concerning a wide range of solid
waste management topics designed to facilitate collection, transportation and disposal of Solid
Waste and Recyclable Materials as well as to produce savings in the performance of Contractor's
services.
15. Agreement Performance
15.1 Supervision by Village Manager
Contractor's performance of this Agreement shall be supervised by the Village Manager. If at
any time during the Initial Term or an Additional Term of the Agreement, performance is
considered unsatisfactory to the Village Manager, Contractor shall immediately take all steps
necessary to perform this Agreement, including but not limited to increasing or improving its
work force, tools, and Collection Equipment as needed. The failure of the Village Manager to
give such notification shall not be a precondition to the exercise of other rights of the Village
under this Agreement nor relieve Contractor of its obligation to perform in the manner specified
in this Agreement.
15.2 Contractor Performance Disclosure
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Contractor shall furnish the Village Manager any information directly related to this Agreement
deemed reasonably necessary by the Village Manager to ascertain whether or not Collection
Services are being performed in accordance with the requirements of this Agreement.
15.3 Inspection
The Village Manager may inspect Contractor's operations and equipment upon reasonable notice
to Contractor. Contractor shall permit the Village Manager to make such inspections at
reasonable times and places.
16. Complaints and Complaint Resolution/Penalties
16.1 Complaint Line
Contractor shall maintain a telephone complaint line ("Complaint Line") where complaints can
be received. In the event of a dispute between Contractor and a Residential Customer as to
whether an item falls within a particular category of Solid Waste or Prohibited Waste, the
situation will be reviewed and resolved by the Village Manager in the reasonable exercise in
his/her sole discretion.
16.2 Complaint Register
Contractor shall prepare and maintain, in accordance with a format approved by the Village
Manager a written register of all complaints received, indicating the disposition of each
complaint ("Complaint Register"). The Complaint Register shall be available for inspection by
the Village Manager at all times during which the office is open. The Complaint Register shall
indicate, at a minimum, the name and address of the complainant, the date and hour on which the
complaint was received, the nature of the complaint, and the date and hour on which it was
resolved. The Complaint Register shall be submitted to the Village Manager each week along
with the applicable monthly invoice.
16.3 Response to Complaints
All complaints shall be resolved by Contractor within 24 hours from the time of Contractor's
receipt of a complaint or receipt of the Village Notice. When a complaint or Village Notice is
received on the day preceding a Holiday, or on a weekend, it shall be resolved no later than the
next working day.
16.4 Disputes
Unresolved disputes between Contractor and Residential Customers shall be referred to the
Village Manager whose decision shall be final and binding.
16.5 Penalties
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Contractor shall be assessed penalties by the Village for failure of performance in accordance
with the Penalty Schedule attached as Exhibit "B", which shall be deducted monthly from
payments due Contractor by the Village.
16.6 Monthly Meetings
Contractor shall have a monthly meeting with the Village to discuss service provided.
17. Annual Reports
For purposes of this section, Contractor agrees to utilize the Village's fiscal year as the period for
annual reporting. On December 1, following each fiscal year, Contractor shall submit to the
Village a report ("Report") containing the following information for the previous fiscal year:
a. Total Solid Waste tonnage collected.
b. Total Tipping Fees paid to dispose of the Solid Waste.
c. Gross Billing for all Residential Solid Waste collection, including all Special
Pickups, within the Village's Service Area.
d. Total Recyclable Material collected by category.
e. Proof that all insurance and bonds required by this Agreement are in effect.
f. Other information and data as requested by the Village Manager, except
information which is properly withheld by Contractor as confidential under
Florida law.
g.
Complaint Register.
Contractor shall be assessed penalties for failure to submit the Report on a timely basis, in
accordance with the penalty schedule attached as Exhibit "B." The amount of the penalties shall
be deducted from payments due Contractor by the Village.
18. Subcontractors
Contractor shall not employ subcontractors to perform services pursuant to this Agreement
without prior written approval of the Village.
19. Performance Bond
Simultaneously with its delivery of the executed Agreement, Contractor shall deliver to the
Village Manager an executed Performance Bond, in the amount of one year of the Agreement as
security for the faithful performance and for the payment of all persons performing labor or
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furnishing materials under the Agreement. The Performance Bond shall be written and signed
by a licensed agent of the State of Florida. The attorney -in -fact or other officer who signs a
Performance Bond for a surety company, shall file with such bond a certified copy of his/her
power -of -attorney authorizing him/her to do so. The address and telephone number of the local
representative of the Surety Company furnishing the performance bond shall be inscribed on the
certificate furnished to the Village. The Performance Bond shall be accompanied by an affidavit
executed by a qualified officer of the company tendering such bond, or by the attorney -in -fact of
such company, setting forth the amount of capital and the amount of surplus held by said surety
company as of the last published report. The surety company issuing the Performance Bond
shall be subject to approval by the Village. Failure to provide the Performance Bond no later
than the execution date of the Agreement or alternate date established by the Village Manager by
written notice, shall be considered an Event of Default. Posting the Performance Bond shall in
no way limit or relieve the Contractor of its liability for damages pursuant to the Agreement.
The Performance Bond shall remain in force for one year from the date of actual completion of
the work to protect the Village against losses resulting from latent defects in materials or
improper performance of work under the Contract. The Performance Bond shall be adjusted
annually in accordance with the CPI increase.
20. Indemnification
Contractor shall defend (at the trial and appellate levels), and to the extent of Contractor's and/or
Contractor's employees fault, negligence or liability, indemnify and hold harmless the Village,
its elected officials, officers, agents, and employees from and against and assume all liability for
any and all claims, suits, actions, damages, liabilities, expenditures, judgments, orders, decrees,
attorneys' fees, costs, investigation expenses or causes of actions of any kind arising out of
Contractor's performance or nonperformance under this Agreement, including, but not limited to
the use of public streets. As limited above, this indemnification provision shall also apply to
claims arising from Village's negligence but shall not apply to claims, losses, expenses or
liability arising out of the sole negligence or gross negligence of the Village. Further,
Contractor shall defend, indemnify and hold harmless the Village and any Residential Customer
from any claim for damages made against Village or Residential Customer as a result of any
injury sustained by an employee of Contractor while upon the premises of the Village
or Residential Customer, including claims arising from the negligence of Village or of
Residential Customer, but not from claims arising from the intentional wrongful conduct or the
sole negligence or gross negligence of Village or Residential Customer, respectively. This
indemnification provision shall survive the termination of this Agreement.
21. Insurance
21.1 Insurance Requirements
Contractor and any subcontractor(s) of the Contractor shall maintain throughout the entire term
of this Agreement, and any Additional Terms:
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a. Commercial general liability insurance in the minimum amount of $1,000,000.00
per occurrence combined single limit for bodily injury and property damage. This
shall include coverage for premises/operations, products/completed operations,
contractual liability, and independent contractors. This policy shall include
coverage for contractual liability specifically covering the indemnity set forth in
this Agreement. The Village shall be named as an additional insured on this
policy.
b. Automobile liability in the amount of $1,000,000.00 per occurrence combined
single limit for bodily injury and property damage, covering all vehicles owned,
leased, rented or otherwise hired or used by Contractor in association with this
Agreement. The Village shall be named as an additional insured on this policy.
c. Workers compensation and employer's liability, as required by Florida Statutes.
21.2 Ratings
All companies providing insurance shall be authorized to do business in the State of Florida and
rated B+:VI or better by Best's Key Rating Guide, latest edition.
21.3 Cancellation
Each insurance policy shall state that it cannot be cancelled or modified without written notice to
the Village at least 30 days prior to the effective date of cancellation or modification.
21.4 Certificates of Insurance
Simultaneously with its delivery of the executed Agreement, Contractor shall deliver to the
Village Manager certificates of insurance indicating that the above referenced insurance
coverage has been obtained consistent with the terms of this Agreement.
22. Events of Default by Contractor
Each of the following events or conditions shall constitute an "Event of Default" by Contractor
for the purposes of this Agreement:
22.1 Failure to comply
Any material failure by Contractor to perform or comply with the terms and conditions of this
Agreement.
22.2 Insolvency or filings against Contractor
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Filing by or against Contractor or the Performance Bond surety of a bankruptcy, receivership,
assignment for the benefit of creditors, liquidation, dissolution, composition or reorganization,
petition or other insolvency proceeding.
22.3 Failure to provide Collection Service
Failure by Contractor to provide Collection Services for a period of three consecutive days,
excluding Sundays, Holidays, and natural disasters.
22.4 Complaints
Complaints constituting verified deviations from Contractor's duties or obligations under this
Agreement in any calendar month in excess of 25 per month.
22.5 Unresolved Problems
Not resolving legitimate complaints of missed service within the time frame specified six or
more times in any calendar month.
22.6 Misrepresentation
If any representation or warranty furnished by Contractor in this Agreement is found to be false
or misleading in any material respect.
22.7 Inspection refusal
Refusal of Contractor to allow inspection or review of records.
22.8 No Annual Report
Failure to provide the annual report.
22.9 Failure to Provide Emergency Plan/Emergency Collections
Failure of Contractor to provide the required Emergency Plan within thirty days of execution of
the Agreement and/or failure of the Contractor to cooperate with the Village by providing
adequate Emergency Collections during severe weather or emergencies.
23. Remedies Upon Default By Contractor
This Agreement may be terminated by the Village if Contractor breaches a material requirement
of this Agreement, provided that the Village gives written notice of the breach and 30 days for a
cure of the breach, except where this Agreement expressly provides otherwise. In such case, the
Village may, without recourse to legal process:
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a. Immediately terminate this Agreement by delivery of a written notice of
termination to Contractor.
b. Seek recovery on the Performance Bond.
c. Exercise all remedies available at law or at equity or other appropriate
proceedings including bringing an action or actions from time to time for recovery
of amounts due and owing to the Village, and/or for damages which shall include
all costs and expenses reasonably incurred in exercise of its remedy, and/or for
specific performance.
24. Termination Rights of Village
In addition to the remedies identified in Section 23, the Village Council shall have the right to
terminate this Agreement, in its sole discretion, at any time, by giving 180 days prior written
notice to Contractor. In such event, the Village shall pay to the Contractor compensation for
services rendered prior to the effective date of termination. In no event shall the Village be liable
to Contractor for any additional compensation, or for any consequential or incidental expenses,
damages, or costs. Contractor recognizes that it shall not have a similar right of termination and
acknowledges that other covenants of this Agreement support this provision.
25. Representations and Warranties of Contractor
Contractor represents and warrants as follows:
a. Certain times during the year, the quantity of Solid Waste to be disposed of is
materially increased by the influx of visitors. Contractor agrees that seasonal
fluctuation shall not be justification for Contractor to fail to maintain the Regular
Schedules or to justify a rate increase.
b. All Solid Waste collected by Contractor under this Agreement shall be disposed
of at a duly licensed and permitted Solid Waste Disposal Facility.
c. Contractor has all requisite power, authority, licenses, permits, and franchises,
corporate or otherwise, to execute and deliver and perform its obligations under
this Agreement.
d. Contractor's execution, delivery, and performance of this Agreement have been
duly authorized by, or are in accordance with, its organic instruments, this
Agreement has been duly executed and delivered for it by the signatories so
authorized, and it constitutes its legal, valid, and binding obligations.
e. Contractor's execution, delivery, and performance of this Agreement shall not
result in a breach or violation of or constitute a default under any agreement, lease
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or instrument to which it is a party or by which it or its properties may be bound
or affected.
f. Contractor has not received any notice, nor to the best of its knowledge is there
pending or threatening any notice or any violation of any applicable laws,
ordinances, regulations, rules, decrees, awards, permits or orders which would
materially adversely affect its ability to perform hereunder.
g.
Contractor has, or will have, under its control at the date of commencement of
services under this Agreement, all equipment, machinery, labor, and access to a
Solid Waste Disposal Facility necessary to perform under this Agreement.
26. Compliance with Law
Contractor shall perform its obligations hereunder in compliance with any and all applicable
Federal, State, County and Village laws, rules, and regulations, in accordance with sound safety
practices, and in compliance with any and all rules of the Village relative to the service.
Contractor shall be responsible for obtaining all governmental permits, consents, and
authorizations as may be required to perform its obligations hereunder prior to beginning of
providing Collection Service.
27. Taxes, Liens, and Fees
At all times during the existence of this Agreement, Contractor shall pay on or before the due
date all taxes, fees, and assessments which may be levied upon or in respect of the equipment, or
its operation, including but not limited to commercial personal property taxes, sales taxes, and
intangible taxes, and Contractor shall pay on or before the due date any other charge of any
character which may be imposed by any public authority as an incident to title to, ownership or
operation of the equipment. In the event that any lien or encumbrance of any nature relating to
Contractor's equipment or the operation or maintenance thereof is filed upon the Village,
Contractor shall have 30 days from the date of written notice by the Village to have such lien or
encumbrance bonded off or discharged.
28. Access to Books and Records
Contractor shall maintain adequate records of all Solid Waste Collection and Recycling Services.
The Village Manager shall have the right to audit, inspect, and review all records, including, but
not limited to, the Residential Customer list served pursuant to this Agreement, maintained by
Contractor upon 48 hours written notice. On a monthly basis, Contractor shall provide to the
Village the previous month's volume of Solid Waste and Recyclable Materials collected under
this Agreement. Contractor shall provide a copy of the Annual Report of its parent, which
includes Contractor, by March 30 of each year. Such Annual Report shall contain an annual
audit of Contractor's books and records by a certified public accountant prepared in accordance
with generally accepted accounting principles.
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29. Public Awareness Program
Contractor annually shall, at its sole cost, assist the Village, within reason, with a Public
Awareness Program by distributing door hangers, stickers, flyers or other medium to Residential
Customers as requested by the Village. Additionally, it is Contractor's responsibility to provide
information to the Village about those Residential Customers who repeatedly do not prepare or
set out their Recyclable Materials or Solid Waste as specified within this Agreement. Contractor
shall also distribute to each Residential Customer, within reason, information in a readily
available, handy, and convenient form, a schedule of specific dates for each year of the term of
the Agreement, for Bulk Trash and White Goods collection, including collection sites and other
instruction to Residential Customers.
30. Notices and Changes of Address
Unless otherwise provided for in this Agreement, all notices, demands, requests, and other
communications required under this Agreement may be given orally (either in person or by
telephone) if confirmed in writing within 24 hours thereafter, by telex, telegram, facsimile or
telecopy, or in writing delivered by hand or mail and shall be conclusively deemed to have been
received if delivered or attempted to be delivered by United States first class mail, return receipt
requested, postage prepaid, addressed to the party for whom it is intended at its address set forth
below in this section of this Agreement. Any party may designate a change of address by written
notice to the other party, received by other party at least ten days before the change of address is
to become effective.
The Village should be addressed as follows:
The Village of Key Biscayne, Florida
88 West McIntyre Street
Key Biscayne, Florida 33149
Attn: Genaro "Chip" Iglesias, Village Manager
With a required copy to:
Stephen Helfman, Esq.
Weiss Serota Helfman Pastoriza Guedes Cole & Boniske, P.A.
2525 Ponce De Leon Boulevard, Suite 700
Coral Gables, Florida 33134
Contractor should be addressed as follows:
25
With a required copy to:
31. No Waiver
The failure of Contractor or the Village to insist upon the strict performance of the terms and
conditions of this Agreement shall not constitute or be construed as a waiver or relinquishment
of either party's rights to thereafter enforce their rights in accordance with this Agreement in the
event of a continuing or subsequent default on the part of Contractor or the Village.
32. Severability
In the event that any clause or provision of this Agreement or any part thereof shall be declared
invalid, void or unenforceable by any court having jurisdiction, such invalidity shall not affect
the validity or enforceability of the remaining portions of this Agreement.
33. Binding Effect
This Agreement shall be binding upon the parties hereto, their heirs, administrators, successors,
and assigns.
34. Assignment
Contractor shall not assign, sell, transfer or dispose of the rights or obligations granted by this
Agreement in any manner whatsoever without the express prior written consent of the Village.
The Village shall have the full discretion to approve or deny, with or without cause, any
proposed sale, transfer or assignment by Contractor. Any assignment, sale or transfer of this
Agreement made by Contractor without the express written consent of the Village shall be
grounds for the Village to declare an Event of Default of this Agreement and immediately
terminate this Agreement by giving written notice to Contractor. This Agreement shall be
deemed immediately terminated as of the date of such notice, and, upon such termination, all
liability of the Village under this Agreement to Contractor shall cease, and the Village shall have
the right to call the Performance Bond and shall be free to negotiate with any other person or
company for Collection Services in the Service Area which is the subject of this Agreement. In
the event the Village agrees to an assignment, sale or transfer of the rights or obligations granted
by this Agreement, the assignee shall fully assume all the liabilities and obligations of Contractor
under this Agreement.
35. Complete Agreement
26
This Agreement along with the Village of Key Biscayne Solid Waste RFP which selected
Contractor, and the proposal submitted by Contractor in response to the RFP, when executed,
together with the attached Exhibits, as provided for by this Agreement, shall constitute the entire
Agreement between both parties and this Agreement may not be amended, modified or
terminated except by writing signed by both parties. Where those terms of the Agreement, the
Solid Waste RFP and the proposal submitted by the Contractor conflict, the terms of this
Agreement shall prevail. When the terms of the proposal and the RFP conflict, the terms of the
proposal shall prevail. The Village Manager is authorized to act on behalf of the Village
hereunder.
36. Independent Parties
Nothing contained in this Agreement shall be deemed or construed for any purpose to establish,
between Village and Contractor, a partnership or joint venture, a principal -agent relationship or
any relationship other than independent contractor.
37. Force Majeure
The performance of any act by the Village or Contractor hereunder may be delayed or suspended
at any time while, but only so long as, either party is hindered in or prevented from performance
by acts of God, the elements, war, rebellion, strikes, lockouts or any other cause beyond the
reasonable control of such party, provided however that the Village shall have the right to
provide substitute service from third party contractors or Village forces and in such event the
Village shall withhold payment due Contractor for such period of time. If the condition of force
majeure exceeds a period of seven days the Village may, at its sole option and discretion,
terminate or renegotiate this Agreement.
38. Time of the Essence
Time is of the essence with respect to each and every term and condition of this Agreement.
39. Amendment
The parties hereby irrevocably agree that no attempted amendment, modification, discharge or
change of this Agreement shall be valid and effective, unless both parties shall unanimously
agree in writing to such amendment.
40. Attorneys Fees
If the Village or Contractor incurs any expenses in enforcing the terms of this Agreement in a
judicial proceeding, the prevailing party shall be reimbursed by the other party for all reasonable
attorneys' fees and costs.
41. Gender and Use of Singular and Plural
27
All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the party or parties, or their personal representatives, successors, and assigns may
require.
42. Counterparts
This Agreement and any amendments may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.
43. Headings
The article and section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of the Agreement.
44. Governing Law/Waiver of Jury Trial
This Agreement shall be construed in accordance with the laws of the State of Florida and any
proceeding arising between the parties in any manner pertaining or related to this Agreement
shall, to the extent permitted by law, be held in Miami -Dade County, Florida. Each party hereby
knowingly, voluntarily and intentionally waives any right they may have to a trial by jury in
respect of any litigation based upon the Agreement or arising out of, under or in connection with
any other agreement contemplated to be executed in conjunction herewith, or any course of
conduct, course of dealing, statements (whether verbal or written) or actions of any party. This
provision is a material inducement for the parties entering into this Agreement.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto subscribe their
names to this instrument on the date first above written.
VILLAGE:
The Village of ey Biscayne , Florida
88 West McInt e Street
Key Biscayne lorida 3389
By:
Genaro "Chip" Igle
_Village Manager
.14
Conchita H. Alvarez, CMC, Village Clerk
APPROVED ASO FORM AND LEGAL SUFFICIENCY:
WEIS EROTA HELFMAN PASTORIZA COLE & BONISKE, P.L.,
Villa Attorney
Wit es:
CONTRACTOR:
BY: ,/igufl.//V/EW e0o,e; 6 vir=
4
Title: 77f41/.7,) (,(,off"
EXHIBIT "A"
Pricing Schedule
RESIDENTIAL:
Garbage (twice/week)
Yard Trash (once/week)
Recyclable Materials (once/week)
Bulk Trash (monthly)
Total Per Month
$33.96/month $407.52/year
Special Pick-ups A reasonable fee per cubic yard as mutually agreed upon by
the Village Manager and Contractor
Additional residential service of White Goods on the Bulk Trash Schedule shall be provided at
no additional cost.
General Considerations
All of the above prices include collection, disposal, transportation, permits, and license required
for providing Collection Services to and for the Village.
EXHIBIT "B"
VIOLATIONS
PENALTY
a.
Failure to collect missed Residential Customers by 8:00 p.m.the
same day when given notice before noon, or by 12:00 p.m. the
following day when given notice between 12:00 p.m. and 5:00
p.m.
$25.00 per incident to maximum of $150.00 per truck per
day
b.
Over twelve (12) legitimate complaints per month
$100.00 per incident
c.
Collection of Residential Solid Waste and /or Recyclables before
7:00 a.m. or after 4:00 p.m.
$100.00 per incident
d.
Failure to clean spillage
$100.00 per incident
e.
Failure to return container consistent with terms of the Agreement.
$100.00 per incident
f.
Failure to repair damage to Residential Customer property.
$100.00 per incident
g.
Failure to provide documents and reports in a timely manner.
$100.00 per incident
h.
Failure to provide clean, safe, and sanitary equipment.
$100.00 per incident
i.
Not providing schedule and route map
$100.00 per incident
j.
Failure to complete a route on the regular scheduled pick-up day.
$5,000.00 for each route per day not completed
k.
Failure to finish the uncompleted route(s) of the previous day on
the next calendar day.
$1,500 for each failure to complete.
1.
Failure to collect on a holiday, except Christmas and Independence
Day
$5,000.00 for each failure
m.
Leaving truck overnight in Village
$5,000.00 for each incident
EXHIBIT "C"
Emergency Debris Equipment List
Labor Position or Equipment
Cost per Hour
210 Prentice Loader with driver/operator
$165.00
Self -loading Prentice Truck 25-40 Yard
Dump Body with driver/operator
$165.00
Wheel Loader — 2'/2 to 3 cubic yards with
driver/operator
$135.00
Tandem Dump Truck with driver/operator
$95.00
Tractor trailer type Dump Truck 60-80
yards with driver/operator
$155.00
Skid Steer Loading Bobcat or Equivalent
with driver/operator
$135.00
D6 Dozer or equivalent with driver/operator
$135.00
Cat 330 Excavator with debris loading
grapple with driver/operator
$155.00
950 Wheel Loader or equivalent with
driver/operator
$135.00
Chainsaw operator with gear
$50.00
Supervisor with pickup truck
$60.00
Safety manager with pickup truck
$60.00
Mechanic with Mechanic's truck and tools
$65.00
Flagmen for traffic control
$30.00
12 -foot Morbark Tub Grinder or equivalent
with driver/operator
$420.00
13 -foot Morbark Tub Grinder or equivalent
with driver/operator
$470.00
Bucket Truck 50 cubic yard bed with
driver/operator
$145.00
Clerical Support
As specifically approved by the Village Manager
Mobilization & Demobilization
As specifically approved by the Village Manager
Boom Truck with driver/operator
A reasonable fee mutually agreed upon by Village
Manager and Contractor
Rear Loader Truck with driver/operator
$275.00
Roll -off Truck with driver/operator
$95.00
C:\Users\user\Documents\GlenMiller _Stuff\Acquisition_Offers\WSII Broward Route\Contract Final 3-23-10.docx